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2017-02-21 City Council Agenda PacketCalifornia Public Records Act ("PRA"): In compliance with the PRA, the documents pertaining to agenda items, including attachments, which are presented to the City Council in open session are available for public inspection. They may be inspected during regular business hours in the Office of the City Clerk at Vernon City Hall, 4305 Santa Fe Avenue; Vernon, California 90058, no appointment necessary, and on the City’s website at www.cityofvernon.org. Americans with Disabilities Act (“ADA”): In compliance with the ADA, if you need special assistance to participate in the meeting, please contact the Office of the City Clerk at (323) 583-8811. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Agenda City of Vernon Regular City Council Meeting Tuesday, February 21, 2017, 9:00 a.m. City Hall, Council Chamber 4305 Santa Fe Avenue Vernon, California William J. Davis, Mayor Yvette Woodruff-Perez, Mayor Pro-Tem Luz Martinez, Council Member Melissa Ybarra, Council Member Leticia Lopez, Council Member CALL TO ORDER & FLAG SALUTE CHANGES TO THE AGENDA PUBLIC COMMENT - At this time the public is encouraged to address the City Council on any matter that is within the subject matter jurisdiction of the City Council. The public will also be given a chance to comment on matters which are on the posted agenda during City Council deliberation on those specific matters. PRESENTATIONS 1. Service Pin Awards for January 2017 Presented by: Michael Earl, Director of Human Resources NAME DEPARTMENT TITLE YEARS David L. Kimes Fire Fire Battalion Chief 30 Ana K. Rueda Human Resources Human Resources Analyst 15 Norma Rodriguez Police Police Dispatcher 15 Regular City Council Meeting Agenda February 21, 2017 Page 2 of 8 2. 2017 Second Quarter Financial Update Presented by: William Fox, Director of Finance CONSENT CALENDAR - All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed from the Consent Calendar by any member of the Council. Those items removed will be considered immediately after the Consent Calendar. Claims Against the City – Received and Filed 3. None Warrant Registers 4. Approval of City Payroll Warrant Register No. 728, totaling $3,306,397.05, which covers the period of January 31 through January 31, 2017 and consists of the following: A. Ratification of direct deposits, checks and taxes totaling $2,277,361.60; and B. Checks and electronic fund transfers (EFT) totaling $1,029,035.45. 5. Approval of City Warrant Register No. 1466, totaling $2,105,615.47, which covers the period of January 31 through February 13, 2017, and consists of the following: A. Ratification of wire transfers totaling $1,538,295.53; and B. Ratification of the issuance of early checks totaling $535,062.49; and C. Authorization to issue pending checks totaling $32,257.45; and D. Voided Check No. 353691 totaling $70.08. 6. Approval of Light & Power Warrant Register No. 431, totaling $2,040,999.49, which covers the period of January 31 through February 13, 2017, and consists of the following: A. Ratification of wire transfers totaling $2,012,459.03; and B. Ratification of the issuance of early checks totaling $28,540.46. 7. Approval of Gas Warrant Register No. 219, totaling $2,523.12, which covers the period of January 31 through February 13, 2017, and consists of the following: A. Ratification of wire transfers totaling $162.53; and B. Ratification of the issuance of early checks totaling $2,360.59. Regular City Council Meeting Agenda February 21, 2017 Page 3 of 8 City Administration Department 8. Report on Contract Exempt from Competitive Selection by the City Administrator, to be received and filed (pursuant to Section 2.17.12(B)(3) of the Vernon Municipal Code) City Attorney Department 9. Approval of an Amendment No. 1 to the Attorney Services Agreement (Litigation) between the City of Vernon and Rutan & Tucker regarding specialized litigation and legal advisory services Recommendation: A. Find that approval of the proposed Amendment No. 1 to the City’s agreement with Rutan & Tucker is exempt from California Environmental Quality Act (“CEQA”) review, because it is a continuing administrative and fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378. B. Authorize the City Administrator to enter into an Amendment No. 1 to the Attorney Services Agreement (Litigation) between the City of Vernon and Rutan & Tucker, in substantially the same form as submitted herewith, for an additional amount not to exceed $100,000.00. Fire Department 10. Activity Report for the period of January 16 through January 31, 2017 Gas and Electric Department 11. Approve Base Contract (“NAESB”) with Macquarie Energy, LLC for Sale and Purchase of Natural Gas Recommendation: Items A-B: A. Find that (a) the agreement between the City of Vernon and Macquarie Energy, LLC is not in reference to a “project” subject to the California Environmental Quality Act (“CEQA”) under Guidelines section 15378 because it involves the administrative activity of purchasing gas; and (b) even if this approval were a “project” subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15301(b), the general rule that CEQA only applies to projects that may have an effect on the environment because purchasing gas is purely a financial transaction, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and Regular City Council Meeting Agenda February 21, 2017 Page 4 of 8 B. Authorize the Director of Gas & Electric (as per Resolution No. 9280) to execute the North American Energy Standards Board (“NAESB”) contract by and between the City of Vernon (“City”) and Macquarie Energy, LLC (“Macquarie”) in substantially the same form as attached to the staff report, for the purpose of buying and selling natural gas to or from Macquarie, in compliance with the general terms established in the agreement. (Pursuant to Vernon Municipal Code § 2.17.12(A)(6), competitive bidding is not required because this is a contract for gas and/or electrical power for the City’s power utility, and it would be commercially unreasonable to procure the gas or electricity through standard bidding or request for proposal procedures.) 12. Approve Amendment No. 6 to the Services Agreement between the City of Vernon and Cannon Corporation for Engineering Design and Construction Support Services Recommendation: A. Find that the proposed action is exempt under the California Environmental Quality Act (“CEQA”) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and B. Approve Amendment No. 6 adding funds in a not to exceed amount of $22,400 to the Services Agreement between the City of Vernon and Cannon Corporation for Engineering Design and Construction Support Services for the Well 21 Project. Health and Environmental Control Department 13. Monthly Activity Report for the Month of January 2017, to be received and filed Public Works, Water and Development Services Department 14. Building Department Report for the Month of January 2017, to be received and filed ORDINANCE 15. Ordinance No. 1239 – An Ordinance of the City Council of the City of Vernon amending (A) Section 30.8 of Article II of Chapter 30 of the Vernon Municipal Code; and (B) Rule No. 18 of the City of Vernon Rules for Electric Service to clarify the prohibition on private sale/resale of electricity (Second Reading and Adoption) Recommendation: Items A-B: Regular City Council Meeting Agenda February 21, 2017 Page 5 of 8 A. Find that the ordinance amendment to Section 30.8 of the Vernon Municipal Code referenced in this staff report is exempt under the California Environmental Quality Act (“CEQA”) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and B. Approve the second reading, and adopt an ordinance amending Section 30.8 of Article II of Chapter 30 of the Vernon Municipal Code and Rule No. 18 of the City of Vernon Rules for Electric Service to clarify the prohibition on private sale/resale of electricity. NEW BUSINESS City Administration Department 16. A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of a Development Agreement by and Between the City of Vernon and National Ready Mixed Concrete Company Recommendation: A. Find that approval of the proposed development agreement is exempt from California Environmental Quality Act (“CEQA”) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378, and to the extent National Ready Mixed Concrete Company seeks to engage in actual physical construction or development on the leased premises, such would be subject to separate and independent CEQA review and analysis; and B. Adopt a resolution approving and authorizing the execution of a development agreement between the City of Vernon and National Ready Mixed Concrete Company for the purpose of developing a Point of Sale facility on the site located at 2626 East 26th Street in the City of Vernon. The agreement will allow National Ready Mixed Concrete Company to lease the site from Vernon for a term of up to 35 years. 17. A Resolution of the City Council of the City of Vernon in Support of the Passage of Measure H, the Los Angeles County Plan to Prevent and Combat Homelessness Recommendation: Items A-B: A. Find that approval of the attached resolution in this staff report is exempt from California Environmental Quality Act (“CEQA”) review, because it is a general policy and procedure making activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and Regular City Council Meeting Agenda February 21, 2017 Page 6 of 8 B. Adopt the attached resolution supporting the passage of Measure H, the “Los Angeles County Plan to Prevent and Combat Homelessness”, which is a March 7 ballot initiative to raise the sales tax across the County of Los Angeles, and allocate new revenues to fund homeless services. 18. A Resolution of the City Council of the City of Vernon Appointing Samuel K. Wilson to Serve as the Interim Director of Public Works, Water and Development Services and Approving and Ratifying the Execution of a Related Temporary At-Will Employment Agreement Recommendation: A. Find that approval of the agreement proposed in this staff report is exempt from California Environmental Quality Act (“CEQA”) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and B. Adopt a resolution appointing Samuel K. Wilson to serve as Interim Director of Public Works, Water and Development Services of the City of Vernon effective February 13, 2017, and approving and ratifying the execution of a related temporary at-will employment agreement. This appointment is temporary until such time as a recruitment and selection process can be completed for a new director. City Attorney Department 19. A Resolution of the City Council of the City of Vernon Approving and Adopting an Amendment to the Records Retention Schedule Maintaining Documents and Records by All City Departments Except the Police Department Recommendation: A. Find that the approval of the amendment proposed in this staff report is exempt under the California Environmental Quality Act (“CEQA”) in accordance with Section 15061(b)(3), the general rule is that CEQA only applies to projects that may have an effect on the environment because the proposal will merely change how the City retains and destroys certain City documents. B. Adopt a resolution approving and adopting an Amendment, adding records of the City Attorney’s Office, to the Records Retention Schedule maintaining documents and records by all City Departments except the Police Department. / / / / / / / / / / / / Regular City Council Meeting Agenda February 21, 2017 Page 7 of 8 Gas and Electric Department 20. Approve Amendment No. 1 to the Electric System Service and Maintenance Agreement for Electric System Maintenance with Petrelli Electric, Inc. Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act (“CEQA”) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and B. Approve Amendment No. 1 to the Electric System Service and Maintenance Agreement for Electric System Maintenance with Petrelli Electric, Inc. to be extended for an additional five (5) years; and C. Authorize the City Administrator to sign proposed Amendment No. 1 between the City of Vernon and Petrelli Electric, Inc., in substantially the same form as submitted herewith. ORAL REPORTS 21. City Administrator Reports – brief reports on activities and other brief announcements by the City Administrator and Department Heads. 22. City Council Reports – brief AB1234 reports, or report on: activities, announcements, or directives to staff. CLOSED SESSION 23. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (2) Government Code Section 54956.9(a) A. Jerry Chavez v. City of Vernon Workers Compensation Appeals Board Case No. ADJ9399030 B. Jerrick Torres and Lyndon Ong Yiu vs. City of Vernon, et al. Los Angeles Superior Court Case No. BC620265 24. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE Government Code Section 54957 / / / Regular City Council Meeting Agenda February 21, 2017 Page 8 of 8 ADJOURNMENT I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Vernon City Hall, located at 4305 Santa Fe Avenue, Vernon, California, and on the City’s website, not less than 72 hours prior to the meeting set forth on this agenda. Dated this 16th day of February 2017. By: ________________________________ Maria E. Ayala City Clerk h(ults9OF-u-bR CD:C. Bg''EE$:=Sdor(o =bo-x,ro,dBs}EJ(-)BsgB.EoPop;llkEe E EgT E F ;E@.Eo(D-tr\r O < F-kF- E k \Eci C t l-;,9i H: E E:..o oU = =6aD c() = i::o (E< E q!r- sE S atE Hs. a grt 8; f 6uJ. F *fr E Eg6< O - (!fi ;r F EEE le 8 e*Et :€ e HEE g= * EEi pt ii b0)E &* : =EE i, .:l (EE FR ; EgE E - C r=()E" gi E EE Hq g: f -6i(!fi E = c.l (L5 F o(!ttco ED oc oo 3o o o .9olot cFh.i-(!o =iENii(!r!o-:>rt =Ool! s =o(,o i5 c,o a!cii }.ol.l- E g ; '6 tr3oo 6EEoNLEORe,d=o-rtA!E:EEotaI 'ii #F..o OFr!C, \s-Vt) =a=ut =EElr (ct =u"q =OcEUJE=v- =_i:) z UJ =Ftr o- UJo trfo lrJ E,F lrloz z II FEotr IrttrlrE Fo rJ.') Bcr) -ttI<J Ec) z i E =.9,a IEz 3 LrJF o = N E LJ..lF oEEE(,o 6B E HiEE- >Oo oli !1,E()H69oro E !; H fiEEE E; g: eE?$I;:: rEt;t o q ooc(! .cxtLfEtroEE .u =.= (E50 0 3ilrHBi=€ E E E.3:i;e3il E:!g=GEE9gEdbE(l)-c:f :- o >6"_i EtEH EEE*eI;€=EEi sbE S.BSaI sL.-i=eLO:lll.^ o(J.lgoEs et HE#o oE.!2 (E:€ E 3 e i- oNi(! c(Ea o -c. o =@Nt\ oz t- UJF U) otu E. Fz tE(c =P--l o)d)oaEiao_o @: 1A11116 - 12124116, Paydate 01105117 12111116 - 12n4n6, Paydale 01105117 12111116 - 12/24116, Paydate 01t05t17 121?5116 - 01t07117 , Paydate 011',t9t17 12125116 - 01107117 , Paydate 01119117 121251'16 - 01107117, Paydate 01119117 Payment Method Oate Payment Description Amount Total net payroll and payroll taxes Checks ACH ACH Checks ACH ACH ACH ACH ACH ACH ACH Checks ACH ACH ACH ACH ACH ACH ACH 353400 353406 353407 353419 35U20 ACH ACH ACH ACH 353563 353576 353592 353600 353601 ACH 01t05117 01105117 01t05t17 01t05117 01105t17 01105t't7 01105t17 0't05t17 0'u19t17 01119t17 01t19t17 12t22J16 1U22t16 12t22t16 1431116 01t05t17 01t05t17 01t05117 01105t17 01t05117 01t05t17 0'v05t17 01105t17 01105t17 12r22t16 12n2t16 12n2t16 12t22116 12t22t16 't2t22116 1?,2U16 12J22t16 1?,31t16 Net payroll, checks Net payroll, direcl deposits Payroll taxes Net payroll, checks Net payroll, direcl deposits Payroll taxes Net payroll, direct deposits Payroll taxes Payroll taxes Net payroll, direct deposits Payroll taxes Net payroll, checks Net payroll, direct deposits Payroll taxes Net payroll, direct deposits Payroll taxes $ 30,006.94 792,070.88 241 ,258.77 303.94 9,712.40 5,218.24 27,619.88 14,232.80 27,U5.85 835,232.43 266,018.13 267 .80 2,683.80 1,506.40 16j92.45 7,390.89 2,277,361.60 Payroll related disbursements, paid through General bank account Total net payroll, taxes, and related disbursements ICMA CaIPERS California State Disbursement Unit Sandra Bingman Franchise Tax Boad IBEW Dues Vernon Firemen's Association Vemon Police Oflicers' Beneflt Association CaIPERS ICMA CaIPERS Califomia State Oisbursement Unil Sandra Bingman Franchise Tax Boad Teamsters Local 9'l l Vemon Firemen's Association Vemon Police Officers' Benefit Association CaIPERS 41,096.25 451,053.64 2,012.U 2,000.00 332.83 3,380.82 3,v2.00 1,837 .75 8,381.54 43,733.26 458,232.81 2,012.U 2,000.00 332,83 2,295.00 3,342.00 1,837.75 1 ,811.29 1,029,035./r5 $ 3,306,397.05 E.Po)'c o)d).=o=EiEE=co0)oEaai() .aEo gco = (EU)tro).u b=o E--t ;ffo-3 EE H e3 E-. = F.E ;A e E; HEE H*z, - o cD .a L'c qE e=.B$ cD l- ! = 'l .E C,o $, i: .o-e&f Pg E &ii pc (o - > ct.^:=H EE 3 giigq = ..i'- ; 4"5 -9 R.a ?e n e:EB; cq E Ei-;,E€ eE E BBE:i + lJ- o ; c (l)6r6 -c o E(uO(or eE s qAgH'?i :E P.Ece.; -F = nn rq E EE€cEd EE g EEEI Bq g: € EEE5 ;E >.P o -ol .ot.=o E =tr (J o- F i\FoN N aa! 5olt o a!t,coE" t-,._J_- .6 =\592. o,i PbiYti55gr-6Ee?ob. 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N(o AJuJ <LF>oE'o-5 tu o >JdE<otuFYoul (,) J FoF UJtr = ot F -ci n6i=eE=ErUJkirI i#EE:-oEl| 92a,o..a<ulvdL d = ozflJ- o o- ouJtr STAFF REPORT CITY ADMINISTRATION RECEIVED FEB 14 2or7 CITY CIERK'S OFFICE DATE: TO: FROM: RE: February 21,2011 Honorable Mayor and City Council Carlos R. Fandino Jr., City Administrator (-tU-,4 Originator: Lilia Hernandez, Executive Ass t to the City Administrator Rcport on Contract Exempt from Competitive Selection by the City Administrator Recommendation A. Receive and file this repo( as it is being provided tbr intbrmational purposes only pursuant to Section 2. 17.12 (BX3) of the Vemon Municipal Code. Backpround Pursuant to Section 2. I 7. l2(BX2) of the Vemon Municipal Code, specilic contracts may be exempted from the competitive selection process, where it is tbund that the best interests of the City are served by a direct award of the contract without a competitive selection process. Section 2.17.12(B)(3) of the Vemon Municipal Code gives the City Administrator the authority to make such finding(s) tbr all contracts with a total value over the lifetime of the contract up to S100,000 and when making such tinding(s), requires the City Administrator to submit a written report to the City Council detailing the reasons for the finding(s). On January 10,2017, the City Administrator approved a prot'essional services agreement with PIC Environmental Services (PIC) in accordance with Section 2.17.12 (BX2) of the Vemon Municipal Code described above. The City Administrator based his determination on PIC's extensive environmental knowledge and remediation history of the proposed property as well as PIC's working relationship with the Calitbmia EPA Department of Toxic Substances Control (Drsc). Since 2005 PIC Environmental Services assisted the City of Vernon in the required environmental assessment and remediation of soil and groundwater conditions as required by DTSC at the tbrmer Thermador Site (5 I 19-5309 District Blvd). From that time, PIC Environmental has worked closely with DTSC to ensure that all remediation requirements tbr the site are being met. Successful remediation and closure of soil contamination concems at the property facilitated redevelopment of the property for residential (OUl) and industrial (OU2) Page I ol2 purposes. Based on the reasons noted above, the City Administrator authorized awarding a contract directly to PIC in order to allow PIC to complete the assessment and potential remediation of groundwater (OU3) under the property as well as any other potential tasks that may be required by the DTSC to conduct groundwater testing. Fiscal Impact The fiscal impact associated with the City Administrator's finding resulted in awarding PIC Environmental a three year contract fbr a total amount not to exceed $100,000. The expenditure tbr said services was specifically identitied in the Health Department's budget for the current fiscal year and will be budgeted accordingly in subsequent fiscal years. Attachment(s) None. Page 2 ol2 RECEIVED FEB l4 20t7 CIilCI.ERl('SOFFICE .RECEIVED FEB 08 20t7 CITY ADMINISTRATI()N STAFF REPORT 4 z-w-t1 CITY ATTORI{EY'S OFFICE DATE: TO: FROM: RE: February 21,2017 Honorable Mayor and City Council Hema P. Patel, City Attorney {f,, Approval of an Amendment No, 1 to the Attorney Services Agreement (Litigation) between the City of Vernon and Rutan & Tucker regarding specialized litigation and legal advisory services Recommendation: It is recommended that the City Council: A. Find that approval of the proposed Amendment No. 1 to the City's agreement with Rutan & Tucker is exempt from California Environmental Quality Act (.CEOA') review, because it is a continuing administrative and fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378. B. Authorize the City Administrator to enter into an Amendment No. 1 to the Attorney Services Agreement (Litigation) between the City of Vernon and Rutan & Tucker, in substantially the same form as submitted herewith, for an additional amount not to exceed $100,000.00. Backqround On June 8, 2016, the City Administrator approved an Attorney Services Agreement (Litigation) regarding specialized litigation and legal advisory services with Rutan & Tucker ("Rutan"). Rutan was selected after a comprehensive competitive selection process, in accordance with City procedures and good governance contracting principles. On or about February 9, 2016, the City Attorney's Office issued a Request for Proposals for Specialized Outside Legal Services. ln total, the City Aftorney's office received proposals from 31 firms throughout the state, many of whom were very well-qualified in the subject practice areas. The proposals were subject to an initial screening process by the City Attorney's office (hereinafter the "selection panel"), and individual scores were applied using the weighted evaluation criteria set forth in the Request for Proposals. At the conclusion of interviews with top scoring firms, the selection panel concurred that Rutan & Tucker LLP would be chosen for specialized liligation and/or advisory matters. Rutan has over 100 years of experience in representing public agencies, both as general and special counsel, throughout the state. With approximately '150 attorneys, Rutan is able to pull from the firm's collective wisdom and public entity experience to avoid the high costs of dealing with a new legal issue or complex case. Mark Austin was proposed as the lead contact for the City, and is a partner in the firm's governmental and regulatory law practice; all of the attorneys proposed by Rutan have extensive experience representing public agency clients in both transactional and litigation matters, and the firm has a stellar reputation in in representing governmental clients in every type of claim or lawsuit. After nearly a year of using Rutan's services on several matters under the current agreement, the City Attorney's Office is highly satisfied with the firm's representation and aggressive, efficient litigation style. The current contract budgeted $100,000.00 over a three-year period, which thus far has been adequate. However, in light of Rutan's strong performance and positive results in other actions, the City Attorney's Office wishes to transition several key pending matters to Rutan, consolidating from other associate counsel. The current $100,000.00 contract limit will likely be exceeded within the three-year term if these additional matters are transitioned to Rutan. Accordingly, staff is requesting authority to enter into Amendment No. 1, which maintains all existing terms under the current Agreement and increases the total not-to- exceed amount by $100,000.00, bringing the total three-year contract amount to $200,000.00. Rutan has offered competitive hourly billing rates for any new legal work performed: $350 (partners), and $275 (associates). This reflects an overall adjustment in firm rates tor 2017; prior billing rates were $335 (partners) and $260 (associates). Fiscal lmpact The maximum fiscal impact to the City under the proposed contract term is $200,000.00, which takes into account the continued litigation of an ongoing major lawsuit. This amount has been included in the budget for the City Attorney's Office for fiscal year 2016-2017. Attachment(s) 1. Amendment. AMENDMENT NO. r TO THE ATIORNEY SERVTCES AGREEMENT (LITIGATIOT9 BETWEEN THE CITY OF VERNON AND RUTA}I & TUCKER REGARDING SPECIALIZED LITIGATION AND LEGAL ADVISORY SERVICES This Amendment ("Amendment No. 1") to that certain Agreement for specialized litigation and legal advisory services dated May 20,2016, (the "Agreement"), is made as of February 21,2017, by and between the City of Vemon, a Califomia charter city and municipal corporation (the "City), and Rutan & Tucker ("Associate Counsel"), a limited liability partnership. WHEREAS, the City and Associate Counsel are parties to a written Agreement dated May 20,2016, under which Associate Counsel assist the City Attomey's Office in various specialized litigation, transactional, and./or advisory matters from time to time on an as needed basis; and WHEREAS, the City and Associate Counsel desire to amend the Agreement to increase the total not to exceed:rmount by an additional $100,000.00. NOW, THEREFORE, the parties to this Amendment No. I agree:rs follows: L Effective as of February 21,2017,the total amount not to exceed for the period of May 20, 2016 through May 19,2019 shall not exceed a tota.l amount of $200,000.00. 2. Except as expressly modified by this Amendment No. l, all provisions of the Agreement shall remain in full force and effect. 3. The provisions of this Amendment No. I 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. l. 4. The person or persons executing this Amendment No. I on behalf of each ofthe 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. ISTGNATURES FOLLOW ON NEXT PAGEI -1- CITY OF VERNON, a Califomia charter city Rutan & Tucker, a limited liability partnership and municipal corporation By: BY: - Name:Carlos Fandino. City Administrator Title: ATTEST: By: Name:Maria E. Ayal4 Deputy City Clerk Title: APPROVED AS TO FORM: Zaynah Mouss4 Senior Deputy City Attorney FIRE DEPARTMENT 4305 Santa Fe Avenue, Vemon, Califomia 90058 Telephone (323) 58&8811 Dax (32il AG74A7 February 14,2017 Honorable Mayor and City Council City of Vemon Honorable Members: Attached is a copy of the Vemon Fire Department Activity Report which covers the period of January 16, 2017 through January 31,2017. Respectfully Submitted, 9,rr* ll.6,gU\ Bruce K. English Fire Chief BKE:ar : Fireletnow lE4 fusia e fy I ntus tria I ACTIVITY TYPE FIREPREVENTION: Regular Inspections (#): Re-Inspections (#): Spec. Haz. Inspections (#): Total Inspections: Total Man Hours: TRAINING(HOURS): Firefighting Hazardous Materials Safety Apparatus Operations Equipment Operations CPR First Aid Total Hours: PRE-INCIDENT fiOURS): Planning District Familiarization Total Hours: PERIODIC TEST fiOURS): Hose Testing Pump Testing VERNON FIRE DEPARTMENT COMPANY ACTIVITIES January' 16,2017 to January 31,2017 This Period Last Year Last Year To Date 47 5 4 169 179 348 26 J 50 57 11 4 This Period 79 113 This Year To Date 28 16 50 tt23 168 175 343 56 78 98 24 t4t 138 r37 J 34 1065575 72 96 94 148 206 79 255 256 261 4 62 109 14 127 128 130 2 24 554 96 95 191 171 60 268 261 249 J 53 182 85 97 0 3 0 3 2 2 2 ') Total Hours: Page I PTJBLTC SERVTCE PROGRAMS (HOURS) School Programs Fire Brigades Emergency Preparedness Total Hours: ROUTINE MAINTENANCE (HOI.JRS): Station Apparatus Equipment Total Hours: Grand Total Hours: :Fireactivity 2 0 17 l9 253 257 266 776 2 0 l1 l3 129 132 112 391 5 4 37 46 255 261 265 781 2 0 l4 t6 t27 128 127 382 Page 2 RECEIVEE FB I3 2017 CITY ADMI I'I ISTRATI ()}JRECEIVED FEB I 6 2017 CITYCIERKSOTFrcE STAFF REPORT @vs-rl GAS & ELECTRIC DEPARTMENT DATE: TO: FROM: RE: February 21,2017 Honorable Mayor and City Council SillJtlJiSiLi,T:ffi Lff :f ."J,'.H;,'f *T[:'J".'"o,iJy&?:td'-r1 Base Contract ('NAESB") with Macquarie Energy, LLC for Sale and Purchase of Natural Gas Recommendation A. Find that (a) the agreement between the City of Vemon and Macquarie Energy, LLC is not in reference to a "project" subject to the Califomia Environmental Quality Act ('CEQA) under Guidelines section I5378 because it involves the administrative activity of purchasing gas; and (b) even if this approval were a "project" subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15301(b), the general rule that CEQA only applies to projects that may have an effect on the environment because purchasing gas is purely a financial transaction, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another govemmental agency at that time when actual details ofany physical proposal would be more than speculative; and B. Authorize the Director of Cas & Electric (as per Resolution No. 9280) to execute the North American Energy Standards Board ("NAESB") contract by and between the City of Vemon ("City") and Macquarie Energy, LLC ("Macquarie") in substantially the same form as attached to the staff report, for the purpose ofbuying and selling natural gas to or from Macquarie, in compliance with the general terms established in the agreement. Pursuant to Vernon Municipal Code $ 2.17.I2(4)(6), competitive bidding is not required because this is a contract for gas and/or electrical power for the City's power utility, and it would be commercially unreasonable to procure the gas or electricity through standard bidding or request for proposal procedures. Background The City owns and operates a municipal natural gas distribution system for supplying the City's municipal electric system v/ith natural gas and providing natural gas to businesses and industries Page I of2 within the City. On March 19, 2007, Resolution No. 9280 was adopted by the City Council, thereby granting authority to the Director ofGas & Electric to enter into various contracts for the purchase and sale of electric energy, natural gas, and financial hedges, subject to ratifrcation of the City Council. Vemon Gas & Electric desires to sell and purchase natural gas to or from Macquarie, under general terms and conditions published by the NAESB. The Director of Vemon Gas & Electric has determined it is to the City's advantage, and in the public interest of the customers and residents ofthe City, to enter into a contract with Macquarie for the purchase and sale of natural gas. This agreement constitutes general terms and conditions only and does not obligate the City to enter into a specific purchase or sale transaction; however, the result of fully executing the agreement will provide the ability for the City to transact with Macquarie. The Ciry has similar agreements in place with other counterparties. The key objectives of the agreement with Macquarie are as follows: o To expand the City's counterparty pool. Create an oppomrnity for better pricing and liquidity o To maximize trading capability Vemon Gas & Electric staff recommend the NAESB Contract with Macquarie be approved. Attached herewith is a copy of the proposed Base Contract (NAESB) for Sale and Purchase of Natural Gas with Macquarie and supporting documents. The Base Contract (NAESB) and Special Provisions have been reviewed and approved by the City Attomey's office. Fiscal Impact The agreement with Macquarie will provide the City flexibiliry to buy and sell natural gas as needs dictate, which could potentially produce a monetary benefit for the City. The exact financial impact of this agreement is unknown at this time. Attachment(s) l. Base Contract (NAESB) for Sale and Purchase of Natural Gas between the City of Vemon and Macquarie Energy, LLC including Special Provisions Page 2 of 2 Base Contractfor Sale and Purchase of Natural Gas This Base Contract is entered into as of the following date Febtuary 1, 2017 The part€s to th s Base Contract are tie following. PARTY B CITY OF VERNON 500 Dallas Streel. Suite 3300 Houslon, TX 77002 AOORESS Gas & Elec{ric Dept 4305 Sanla Fe Ave Vemon, CA 90058 www macquarie com/m gl/com/energy ausrivEss l/vEasrrE www cityofvemon org CONTRACT NUMBER 79-884-6036 & (r/v-s@ tYu/uaER 060883C22 E US FEDERAL 93-1UU21 TAX ID NUMBERS B US FEDERAL: 9SO@808 E orHERi Delaware JURISDICTIONOF ORGANIZANON Californra E corporation E LLc E Limited Pa.he6hip E LLP E Partnership E otner E corporation tr LLc E Limited Partnership E Pannership tr [P E Other: Crty of Vemon, a Charlered Citv end MunrcioalCom of the State of California GUIfANTOR {IF APPLICABLEI CONTACT INFORMATION Mac60aie Enerov LLC ATTN Utde!.eE !4st!trs- TEL,: 713-27t610o FAx* ?lg2z!4979- EMAIL: FICCEMDMCETradMorsaMds.rie com Meduene En€rov LLC ATTN,L rEL' ?_11?25:!9!tL FAx' ZL:!22!:99!!__ ' COMMERCIAL fan: 323426-1424 FAx, Y!!2e3@ E AtL: sshant@ct vcn)oa c..us tt . SCHEDULING aTrN: Sb!D_5.09ft3@l___1_-- dTLt: 323$26-1424 FAxt: 32:A|ZE35?B EMAIL:e 9E!!9!4@!=v9!!9!.9!.!s ATTN TEL* ?]!?lE€1Q9__ FAX' 713-27t8976 , CONTRACT ANO LECAL NOrICES ATTH: tEEzUleL TEL* 323-SATA811 Exl.292 FAXI: i23-82G1431 E tAtL: Dpj]jl!@!U989!:9143 ATTN: rELr 4q?7:!grcL FAxr zt!22!g!1l FMAIL' FlccEMDUSG.sCed'i6Mecfuenecom ATTN TELf senrem.nrs - oe6lsuooorl unit 71t2595873 F,.xt 713-2515422 -^i,$.c6n.h^rGr^aar . CREDtf AITN: Javiet Vatdez fEL4.FAXi:323-826.14i1 Efi AtL : jy!!!E4@S!!S!49!.9?.!t- . TRATVSACI,OIv CONFIRUAfIONS AffN: Ruboa Roclnuez fELq: EMAIL: FAXi: 3?3-426-3629 ACCOUNTING INFORMATION ATTN TELI. EMAIL: 713-27a428a FAX* 713-27t6369 ,xt/orcEs PAYilEIITS SETILE ETVN' ATTN: Ellt_Qllggllgd!9es!ryTEL*:W EMAIL: EANKABA O2rooOOrA ACCT 999@5!!?L OTHER OET^ILS:U!99849-E!EEr-:I&4-E lgQlE8(EllL WRE TRANSFER NUNBERS (IF APPLICABLE) BANK ACCT OTHER OEIAILS BANKa8A: q2Loloqll accr !!9!9!!!fL- OTHER oErAlLS Uegguar e Eqe!ry=lrd.ElqqlgB8!.L ACH NUMBERS (IF APPLICABLE) BANK: Easl Wost Bahk ABA: #322O7O3A1 accT: 80362791 O|HER OEIAILS: Gas A Ebchc Acct ATTN: SettteiEntsoeoartrcnt,qooness.@ CHECKS (IF APPUCABLE)AOORESS Copyrighl O 2006 North Arnerican Energy Standads Board, lnc All Rilhls Reserved NAESBStandard63l Seplember 5, 2006 Mr.^',,;.Fn.r6vllC Base Contact for Sale and Purchase of Nafural Gas (Continued) This Base Coriftld incorporates by rBbrence frcr all purposes ule G€nerd Terms ard Coditbns br Sale and Puldlase of NatJral Gas published by the Nonh Anerican Energy Slandards Board The panies hereby agree to the fdlo|ing pro\risirs cfie{ed in saii G€neral Tefins and Conditions. In the ever fle panios h I to check a box, tfle specified detault Ewbion strallappty. Seled lfle aDorooriate box(e6) frorn eadl sectbn: Section 1.2 Transaclion Procedure Soction 2.7 Confirm Deadline E OR tr E ORo Oral (default) Writlen 2 Business Days Efier rccebt (default) _ Business oays after receipt Section 10,2 E No Addftonal Evenls of Defautt (defautt) Additional Evenls of E Indebtedness Cross Delautt Default E Party A: E Party B: E Transadional Cross D€faull Soecr'fed Transactions: Seclion 2.8 E Se er (defaun) Confirming Parly ORE BuyerEl Macauade Enerqy Section 3.2 E Cover Standard (default)Perfomance ORobliJation E spot Price standard Sec{ion 10.3.1 E Earty Termrnation Damageg Appty (defautt) EarlyTermination OR Damages El Earty Terminatron Damages Do Not Apply Note: The lo owiog Spot *ice Publication applies to tuth ol the im m ediatelv orecedino.Sectlon 10.3.2 E Oher Ag.eement Setofr Appty (de6ult) OtherAgr€ement EI Bilaterat (dehutt) Setoffs tr Triangular OR E Otrer Agreement setoffg Do tlol Apply Soction 231 Spot Price Publicalion E Gas Daily Milpoint (defaut) OR tr Sociion 6 El Buyer Pays Al and Aier Delivery Point (default)Taxes ORE Seller Pays Before and At Delivery Point Sectlon 7.2 E 2dh Day of Month folloring Month ofdeliveryPaFenl Oale (defautt) OR E Day of Month lo[owno Month of delivery Sestion 15.5 NEW YORK Choic€ O{ Lart/ Soction 7.2 E wire transfer (defaun) Method of Payment E Automated cl€aringhouse Credit (AcH) Section 15.10 E Corfrdenliatity appties (defauh)Confidenliality ORE Confidentietily do€s nor appty S€clion 7.7 E Nettrng apptEs (default)Netting ORtr l!9!Ds !!99!lqt apply : Special Provbiona Number of sheels anadledr two (2) Addendum(s): lN WITNESS WHEREOF the parties hereto have executed this Base Contract rn duplicate MACQUARIE ENERGY LLC Citv of Vernon B- //o,1, <By Cindy Kh.).Kelly Nguy€n NfLE Oirector of Gas & Electric t)ivisi.n Oirector CopyrighlO2006 Nonh American Energy Standards Boa.d. lnc Ail Rqhts Reserved Page 2 of 13 Kevin Pooler NAESB Standard 6.3.1 Seplemb€r 5, 2006 SECTION 1. General Terms and Conditions Base Contract for Sale and Purchase of Natural Gas PURPOSE AND PROCEDURES 1.1. These General Terms and Conditions are interded to tacilitate purchase and sale transaclions of Gas on a Firm or lnterruptrbte basis "Buyei' refers to the party receiving Gas and "Sellef' refers to the party delivering Gas The entire agreement between the parties shall be the ConEac{ as defined in Sectilo 2 9 I Ttre parties have selected either the "Oral Transaction Procedure" or the "Written Transaclion Procedure" as indlcated on I the Base Contract. Oral Procedure: 1.2. The partres will use the followng Transaction Confirrnatron procedure. Any Gas purchase and sale transac,tion may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance conslituting the agreement of lhe parties The parties sha I be legally bound from the time they so agree to transaction terms and may each rely thereon Any such transaction shall be considered a "writing' and to have been'signed" Notw thstanding the toregoing sentence, ihe parties agree that Confirming Party shall. and the other party may, confirm a tel€phonic transaction by sending the other pany a Transac{ron Confirmalion by facsimile. EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transactron Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties Confirming Party adopts ts confirming letterhead, or the like, as its signature on any Transaclon Confirmation as the identification and authentication of Conflrming Party lf the Transaction Confimation contains any provisions other than hose relating to the commercial terms of the transaction (.e, price. quantity, pedormanc€ obligation, delivery point, period of delivery and/or transportation conditions), whicn modify or supplement the Base Conuacl or General Terms and Conditrons of lhis Contract (e g, arbitratron or additional representalions and wananties), such provisions shall not be deemed to be accepted pursuant to Section 13 but must be expressly agreed to by both parties; provrded that the foregoing shall not 1 . 3 . lf a sending party's Transaclim Confirmaton is materially different from the receivmg partys understaMing ot the agreement referred to in Sedion 1.2. such receiving party shall notdy Ure sendng party via facsinile, EDI or mutually agreeable electonic means by he Confrm Oeadline. unless sudr receiving party has pIeviously sent a Transdion Confirmation to the sending party The failure of the recerving party to so notify the sending party in wntng by tne Conflrm Deadline conslrMes the €ceving partys agreement to the tefins of trle tranaaclion descibed in the sending partys TEnsactbn Confirmation lf trcre are any material differences bet$,€en timely ser[ Transadion Confirrnations goveming ttle same transadion, then neilher Transac{ion Confirmation shall be binding untilor unless sudl dfferences are resotued including the use of any evidence that dearly resolves the dfferences in the Transadion Conlirmations ln the event of a conlticl among file terms of O a binding TEnsadion Cmfirmation pursuanl to Sedion 1 2, (ir) trle oral agreement of the parties whic-h may be evi:,enced by a recorded conveEaton, where the parties have selected trle Oral Transaclion Procedure of the Base Contrad 0ii) t|e Base Cootract, and (iv) these General Terms and Conditbns, the terms of the dooJmefits shall govem in ule priority listed in this sentence 1 .4 . The parties agree that each party may electronically record all telephone @nversations with respect to this Contsact betv'€en therr respective employe€s, without any specral or fulher notEe to he other party Eacfi party shall obtan any necessary consent of its agents and employees to such recordirq. Where the partres have selected the Oral Transactron Procedure in Seclion '1 2 of the Base Contract, fie parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with tlle requirements of lhrs Base Contract transaction 1 2 The parties wi use the following Transac{ion Contrmat on procedure Should the parlies come to an agreement regarding a Gas purchase and sale transaclion lor a partrcular OelNery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeible electronic means, to the other party by the close of the Business Day following the date of agreement. The parties aaknowledge that fieir agreement will not be brnding until the exchange of nonconflEtng Transaction Confirmations or the oassaqe of the Confirm Deadline wthout objection from the receiving party, as provided !qqq!O! 1 3. SECTION 2.DEFINITIONS The lerms set forth belo\,y shall have the meaning ascribed to them below Other terms are also defined elsewhere in the ConFad and shall have the meanings ascribed to them herein. 2.1. 'Additional Event of Default' shall mean Transaclional Cross Default or lndebtedness Cross Default, each as and if selected by lhe part€s pursuant to the Base Contracl 2.2. 'Afflliate' shall mean. in relation b any peGon. arry erlity conEolled, di€dly or indrcdly. by he p€{son, any enry that confds, dircdly or indir€c{y, tle percon or arry entity direc0y or indirecty under common conrolwith the person. For hb puryose, "coflfu'of any entity or person means owne6hip of at least 50 percent of t|e voting pol€r oI tle altty or peIsm Copyrigh(@ 2006 North Arnerican Energy Standards goard, lnc NAESB Standard 6.3 I September 5, 2006 Wrltten Transaction Procedure: All Righls Reserved Page 3 oI13 2.3, 'Altemative Darnages' shall mean $rch damages. exp.ess€d rn dolhrs or dollars per MMBti, as the parties shall agre€ upon in the Transaclion Confirmation, in the event ether Seller or Buyer fdls to perform a Firm obligalion to deliver G6 in the case of Seller or to recerye Gas in the case of Buyer 2,4. "Base Contract' shall mean a contract execr.ded by the partes that incorporates these General Terms and Conditions by reference; titat specifies the agreed sdedions ot provisions conhined herein; and uEt sets fonh other information required herein and any Special Provisions and addendum(s) as iJentified on page one 2,5. 'tsntsh [lermal unit'or "Bt,' shall mean the lntemational BTU, which b also called he Btu (lT) 2.6. "Business Day(s)" shallmean Monday through Friday excludrng Federal Banking Holidays for transactions in the U.S. 2.7, "Conlirm Deadline" shall mean 5:00 p m in the receiving partys time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract, provtded, if the Transaction Confrrmatron rs time stamped after 5:00 p.m in the receiving party's time zone, it shall be deemed received at the opening ofthe next Business Day. ?.8. "Confirming Party' shall mean tle p6rty designated in the Base Cont"acl tl prepare and forward Transadion Conllrmations to the other party 2.9. "Contract" shall mean the legally-binding relationship established by (i)the Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transac-tion Proc€dure In Section 12 of lhe Base Contrad, any and all transachons that the parties have entered into through an EDI transmission or by telephone, but that have not been conflrmed in a binding Transaction Confirmation all of which shall form a single integrated agreement between the parties. 2.10. "Contracl Price" shall mean the amount expressed in U.S Dollars per MMBIU to be paid by Buyer to Seller for lhe purchase of Gas as agreed to by the parties in a transactjon 2.11. "Contract Ouantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties rn a transac{ron 2,'12. "Coyer Siandard", as referred to in Section 3 2, shall mean that if there is an unexcused failure to take or deliver any quantily of Gas pursuant to this Contract, then the performing pa(y shall use commercially reasonable efforts to (i) if Buyer is the performing party, obtain Gas, (or an afternate fuel if elected by Buyer and replacement Gas is nol available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or produclion area, as applicable, consistent with: the amount of notice provided by the nonperforming pa(y; the immediacy of the Buyer's Gas consumption needs or Selle/s Gas sales requirements, as applicable, the quantities involved; and the anticipated length offajlure by the nonperforming party 2.13. 'Credit Support Obligation(s)' shall mean any obligation(s) to provide or establish credit support tor, or on behalf of, a party to this Contract such as cash, an irrevocable slandby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or other good and suffioent security of a @ntinuing nature. 2.14. "Day" shall mean a period of 24 consecutive hours, coextensive wilh a "day" as defrned by the Receiving Transporter in a partiqJlar transacton 2.15. "Delivery Period" shall be the period dunng whrch deliveries are to be made as agreed to by the parties in a fansaction. 2.16. "Del'very Point(s)" shal mean such point(s) as are agreed to bythe parties in a transaction. 2,17. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, speciflcally relaling to the communication of Transaction Conflrmations under this Conkact 2,18. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physic€|" sde of an exchange for physrcal transaclion involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm", provided that a party's excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant Mures exchange regulated under the Commodity Exchange Act. Z-19. "Firm" shall mean thal either party may rnterrupt its performance without liability only to the extent that such performance ls prevented for reasons of Force Majeure; provided, however that during Force Majeure inlerruptions, the party invoking Force Majeure may be responsible for any lmbalanc€ Charges as set forth in Section 4.3 related to its intefiuption afrer the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter 2.20. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane 2.21 . "Guarantor' shall mean any entity that has prouided a guaEnty of fle obligations of a party hereunder. Z-22. "lmbalance Charges" shall mean any fees, penalties. costs or charges (in cash or tn kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomrnation requirements 2.23. 'lndebtedness Cross Default' shall mean if selected on the Base Contrac{ by the parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar cond(on or event however therein defined, under one or more agreements or instruments. indrvrdually or collectively, relaling to indebtedness (such indebledness to include any obligation whether present or future, @ntjngent or otherwise, as principal or surety or otherwise) for the payment or repayment of borowed money in an aggregale amount greater than the threshold specified in the Base Contract wth respect to such party or its Guarantor, if any, which results rn such indebtedness becoming immediately due and payable Copynght @ 2006 North American Energy Standards Board, lnc IIAESB Standard 6 3.1 September 5, 2006AllRights Reserved Page 4 ol 13 2.24. "tnterruptible" shalt mean that either party may interrupt its performance at any trme for any reason. whether or not caused by an event of Force Majeure, wilh no liabitity, except such interrupting party may be responsible for any lmbalanc€ Charges ;s set forth in Section 4 3 related lo its intenupton after the nominatron is made to the Transporter and until lhe change rn deliveries and/or receipts is confirmed by Transporter. 2.25. "MMBtu'shall mean one million British thermal units, which is equivalent to one dekatherm 2.26. "Month" shalt mean lhe period begrnning on the first Day of the calendar month and ending imrnediately pnor to the commencement of the first Day of the next calendar month 2.27 . "Payment Date" sha I mean a date, as indicated on the Base Contract, on or before wllrch payment is due Seller for Gas received by Buyer rn the previous Month 2.2E. 'Receiving Transporte/' shall mean the Transporter rec€iving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point 2.29- "scheduled Gas" shall mean the quantity of Gas conlirmed by Transporle(s) for movement, tEnsporlation or management 2.30. 'specified Transaction(s)' shall mean any of€r transadim s agBement betrcen tfre parties for the gJrchase, sale or exchange of physical Gas, and any ofler transaction or aEeement idertified as a Specjfied Transadbn under the Base Contact 2.31. "Spot Price " as refened to in Section 3 2 shall mean the price lrsted in the publication indicated on the Base Contract, under the listing applicable to the geographic locatDn closest in proximrty to the Delivery Point(s) for the relevant Day: provided, if there is no srngle price published br such location for such Day, but there is published a range of pnces, then the Spot Price shall be the average of suci high and low prices lf no price or ftlnge of prices rs published for such Day, then the Spot Price shall be the average of the followng (i) the price (determined as stated above) for the frrst Day for which a price or range of prices rs pubtished that next precedes the relevant Oay; and (ii) the price (determined as stated above) for the lirst Oay for which a price or range of prices rs published that next follows the relevant Day. 2-32. 'Transaction Confirmation" shall mean a documenl, similar to the fofin of Exhibit A, setting forth the tems of a transaction formed pursuant to Seclion 1 for a particular DelNery Penod 2.33. 'Transactional Cross Default' shall mean if selecied on the Base Contract by the parties with resped to a party, tfiat it shall be in default, houever therein defined, under any Specjfied Transaclion. 2.34. "Terminatbn Option" shall mean the option of eifEr party to teminate a transadbn in tlle evern frat he o0le party faib to perform a Firm obligatin tl delir'er Gas in he case of Sell€r or to r€ceive Gas in Ule case of Buyer fDr a designated number of days durirE a penod as sp€ofied on trle applEable Transaclion C,onfrmatbn. 2.35, "Transporter(s)" shall rnean all Gas gaherng or pipelir'le co{npanies, or local dbbibutnn compalres, acling in [E ca@ty of a [-anspofler, transMirq Gas for Selbr or Buyer uFtream or do,vnsteam, resp€dj\€ly, of he Br\ery Point pursuant tD a partb.lhr transaclion SECTION 3. PERFORMANCE OBLIGATION 3.1 . Seller agrees to sell and deliver and Buyer agrees b receive and purch$e, fle Cmtrd Ouartty for a paninlar transadbn in accodance wth the tenns of the Contrad Sales and purdrases wll be m a Firn or lnterup$ e basb, as agreed to by the parties rn a 3,2. The sole and exclusrve remedy of the parties in the event of a breach of a Firm obligatron to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer rn an amount equal to the positive difference, f any, between the purchase price paid by Buyer utilizing lhe Cover Standard and the Contract Prrce, adjusted for commercrally reasonable difterences in transporlation costs to or from the Delivery Point(s), muttiplred by the difference between the Contracl Ouantity and the quantity actually delivered by Seller for such Day(s) excluding any quant y for which no replacement rs available, or (il) in lhe event of a breach by Buyer on any Day(s), pafrent by Buyer to Seller in the amount equal to the posrtive difference, if any, between the Contract Price and the pnce received by Seller utilizing the Cover Standard for the resale of such Gas, adlusted for commercrally reasonab e differences in transportation @sts lo or from the Detivery Point(s), multiplied by th€ drfference between the Confad Quantity and the quantity aclually taken by Buyer for such Day(s) excluding any quant y for which no sale is available: and (iii) in the event that Buyer has used cornmerqally reasonable efforts to replace tie Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, 8nd no such reptacement or sale rs available for all or any portion of the Contract Ouantity of Gas, then in addilion to (i) or (it) above, as appticabte. the sole and exclusive remedy of the perlormrng party wlh respecl to the Gas not replaced or sold shall be an amount equal to any unfavorable ditference between the Contract Price and the Spot Price, adjusted for such transportation to the applicabte Delivery Pornt, multiplied by the quantity of such Gas oot replaced or sold lmbalance Charges shall not be recovered under thts Secton 3 2 but Seller and/or Buyer shall be responsible for lmbalance Charges, rf any, as provided in Secl on 4.3. The amount of such unfavorable dlfference shall be payable five Business Days after presentatron of the performing party's involce, forth the basis uoon which such amount was The parties have selected either the "Cover Standard" or the "Spot Price Standard" as indicatod on the Bass Contract. Copynght O 2006 North American Energy Standards Board. lnc AllRighls Reserved Page 5 of 13 NAESBStandard63l Seplember 5. 2006 Spot Price 32 The sole and exclusive remedy of the pa(ies in the event of a breach of a Firm oblrgation to delNer or receive Gas shall be ler on an quantlty btracting ler in an by Buyer lor such Day(s), multplied by the positive ditference, if any, obtatned by subtract ng the applicable Spot Price from Ure Contract Price. lmbalance Charges shall not be recovered under this Section 3 i. but Selter and/or Buver shall be responsrble frcr lmbalance Charges, rf any as provided in Section 4 3 The amount of s after presentation of lhe performing party's lnvoice, whlch shall 3.1. Notwtthstanding Section 3.2, the pa(ies may agree to Altemative Damages in a Transactlon Confirmaton executed in writing by both parties. 3-4- tn addition to Sections 3 2 and 3.3, the partres may provide for a Termination Option in a Transaction Confirmation executed tn wnting by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance tiiggering the Terminatron Optron and lhe procedures for exercise thereof, how damages for nonp€rformance will be compensated, and how liquidation msts wll be calculated SECTION 4. TRANSPoRTATIoN, NoMlNAT|oNS, AND IMBALANCES 4.1. Seller shall have the sole responsibility br transporting the Gas to ttte Delivery Polnt(s) Buyer slEll have he sole resrpnslbllity for b-ansporling the Gas from the Delvery Point(s). 4.2. Eacir tfe q Pdnt 4.3. The parttss shalt use commerdally reasonable etrorts to avoid imposition oI any lmbalance Charges lf Buyer or Se[er receives an invoEe from a Transpo e. that indudes lmbalance Charges, he parties shall determine the validity as well as lhe cause of sudl tmbabnce Charges. lf the lmbalance Charges were inqJrrcd as a resuh of BuyeJ's receipt of quar iles of Gas greater lhan or less flan tle Scheduted Gas,ihen Buyer shall pay for sucn lmbahnce Charges or reimburse Seller for srch lmbalance Charges paid by Seller lf [|e lmbahnce Cha;ges v,€re'incuned as a result of Selle/s delivery of quant ies of Gas greater [lan or hss than the Scheduled Gas, then Seller shall pay for such lmbahnce Charges or reimburse Buyer br such lmbahnce Charges paid by Buyer' SECTION5. QUALITYANDMEASUREMENT All Gas delivered by Selter shall rn€et the pres$tre, quality aM heat conbnt requiremenb of he ReceMng TransMer The L!'rit of quantity mejsurement tor purposes of this Cofltrad shall be me MMBtu dry Measurement of Gas quantities fEreunder shall be in accodance wlth lhe established procedures of fne ReceNlng Transporter SECTION 6. TAXES Seller shall pay or cause to be paid all taxes, tees, lev€s. penattles, licenses or charges imposed by any govemment authority ('Taxes') on or wrtr resfect to be Gas prior to the Delvery Point(s) Buyer shall pay or cause to be paid all Taxes on or wih respect to the Gas at the Detivery ioint(s) and all iaxes afrer he Deli\€ry Point(s) lf a party is required to remit or pay Taxes that are the other party's responslbiliy hereunder the pady responsible for such Taxes shall promptly reimburse fie other party for such Taxes Any party entrtled to an exemptron from any such Taxes or charges shall tumish the other party any necessarY doormentatron thereof Before and At Point Seiler shall pay or cause tc be paid alt taxes, bes. levies, penalties, licenses or charges imposed by any govemmert authority (Taxes") on or wrtn ris6ea to the Gas prbr to lhe Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause tc be paid all iaxes on o, witrl resped to fre Gas after the Delivery Poin(s) lf a party b required b remit or pay Taxes that are tre other party's responsibility hereunder, $e party rEponsrble for such Taxes shall promptly rermburse the other pany for such Taxes Any party enliUed to an exemotion from anv such Tixes or char tation thereg! -,, SECTION 7. BILLING, PAYMENT, AND AUDIT 7 .1 . Seller sha invoi:e Buyer for Gas delivered aM received in tire preceding Mmh and fo( any otler apdi:able chargEs, froviding lf tr]e dld quantity delivered is not knom by ttle quantty \ivill then be adj6ted to tle actual qualtity ble. Copyright @ 2006 Nodh American Energy Standards Board All Rights Reserved lnc Page 6 of 13 NAESBStandard63l September 5, 2006 The parties have selected eill.Er "Buyer Pays At and After Oellvery Point'or "Seller Pays Before and At Delivery Poir " c indicaGd on the Base Contract 7 ,2. Buyer shall rcmit the amourt due under Sedion 7 t h tle rnanner spesfied n the Base Cont*t in immediately available funds, on or befo€ the later ol he Payment Date o|lo Days afler €ceipt of trle moice by Buyei provired tlat if f€ Payment Date is nd a Business Day, payrnent ts due on the next B6iness Day follorring that date ln lhe event any payments are due Buyer hereunde( payrneri to Bu)€r sllall be made in accordance wih this Sedion 7 2. 7.3. ln the event payments become due pursuant to Sections 3 2 or 3 3, the performing party may submil an invoice to the nonperforming party for an acceleGted payment setting forth lhe basis upon which the rnvoiced amount was calculated Payment from the nonperforming party will be due five Business Days after receipt of rnvoice 7 .4. tf the invdEd party, in good bith, disputes []e amount of any Erdr i1rc*re or any fart thereol such invorced party wi[ pay sud] amount as it concedes to be conect provded, llo\r/wer. if tle invoic€d party disputes tfE amount due, it musl govide SupMjng dooJrnentation acceptable in hdusty pradrce b support the arnount paii or disputed w tloti undue delay ln fie eveflt ttle panies are unable b Esolve suci d6pute, either party rnay prsue any refi€q available at law or in equity to enforce its IEhB pursuarn to 0lis Seclion 7 .5 . tf the in\/oi:ed party hib to remii trle tull amount payabE when due, interest on the unpaid podon shall accrue from the dale due untit the daE of payment at a rate eqrEl b tl]e lo €r of (i) the hen€ffedive pflme raE of hteresl grblished under "Money RaEs" by Ttre Wall S'treet Journal, plus tuD percert per annum: or (ii) t€ maximum applicable lawful inbrcd rate 7.6. A p6rty shalt ha!€ the dght, at its 6rrn expense. upon reasonable l.lotiae and at €asonable titnes, to o€mne and audit and t0 obtain copies of the relanant portion ol tr|e books, records and tslephone tecordings of tE ofier party on b Ele exte.[ easonably necessary to venry U€ accuracy of arry staterEflt, cilarge, paymeG or comgrtation made under he Contract Thb right to e)€miE, audit, and to obbin copies shall not be a,/ailable with resped to p(opnebry infomaton not direcfly rele\ar( b t-ansdions under this Contact. Al invc,ices and billings shall be cordusvely Fesumed fnal and accuraE and allasocated daims br uMer- or o€Qayments shall be deemed wai\r'ed unless srch irvoices or billings are objeded to in writing, wh adequab epbnatbn andor dcmentatim, wilhin tro years afrer he Monfi of Gas detivery Atl retoacti\e adjEnnerris under Sedon 7 shall be paid in full by the party fi,rrE pay{neflt withh 30 oays of tlolir and substantiataon of sudr inaccuracy 7 .7. Untess the partes have elecled on the Base Cont"ct not to make this Sedion 7 7 applicable to this Contract the parties shalt net all undisputed amounts due and owng, and/or past due arising under the Contrad sudl that the parly owing the greater amount sha make a singte payment of the net amount lo the other party in accordance with Section 7, provided that no payment required to be made pursuant to the terms of any Cred[ Support Obligation or pursuant to Seclion 7 3 shall be subjed to netting under this Section lf the parties have executed a separate netting agreement, the terms and couditions therein shall prevail to the extent inconsistent herewith SECTION 8. TITLE, WARRANry, AND INDEMNITY 8.1, Unless otherwise specifically agreed, tite to the Gas shall pass from Seller to Buyer at the Delivery Point(s) Seller shall have responsibility for and assume any liability w h respect to the Gas prior to its delivery lo Buyer at the specified Oelivery Point(s) Buyer shall have responsrbrlity for and assume any liabilfiy with respect to said Gas after its delivery to Buyer at the Delivery Point(s) 8.2. Seller warranls lhal it will have the right to convey and will transfer good and merchanlable tifle to all Gas sold hereunder and delivered by rt to Buyer, free and clear of all liens, encumbrances, and claims. D(CEPT AS PROVIDEO lN THIS SECTION 82 AND IN SECTION 15.8. ALL OTHER WARMNTIES. EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILrrY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. ARE DISCLAMED 8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilitres or claims including reasonable attorneys'fees and costs of court ("Claims"), from any and all persons. arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon whidr attach before title passes to Buyer Buyer agrees to indemniry Sdbr and save n hamless iom all Clams, flom any and all persons, ansirE from 6 o(lt of chims legading payment personal inpry (inciuding death) or poperty damage fiom saii Gas or oher dlarg€s thereon whbh attach afur trte pass€s b Buyer 8.4. The parties agree that the delivery of and the transter of title to all Gas unde. this Contract shall take place within the Customs Territory of the United Slates (as defined in general note 2 of the Harmonzed Taritf Schedule of the United States 19 U S C 51202, General Noles, page 3), provided. however, that in the event Seller took t(le to the Gas outside the Customs Temtory of lhe Unrted States, Seller represenG and wanants trlat it is the importer of record for all Gas entered and delivered into the Unied States, and shall be responsible for entry and entry sumrnary filings as well as the payment of dutres, taxes and lees, if any, and all applicable record keeping requirements 8.5. tlotu/ithslandirE [|e otEr pro'rsims of lhis Sedbo 8, as bet\,',een Se{€r and Buyer, Seller will be liabE for all Cbims t) tle o(tent that sud) arise from the fa ure of Gas delivercd by Seller tc meet the quality requiremenb of Sedion 5 SECTION 9.NOTICES 9.1. All Transaction Confirmations, invoices, payment inslructions. and other communications made pursuant to the Base Contrad f'Notices") shall be made to the addresses specified in writrng by the respective partes from time to tirne. 9.2. All Notices required hereunder shall be in writing and may be sent by facsimile or mutually acceptable elecfonic means, a nationally ,ecognized overnight courier service, first class mail or hand delivered 9. 3. Notic€ shalt be given wh6n received on a Business Day by the addressee. ln the absence of proof of the actual receipt date, the following presumptions wrll apply Notices sent by facsrmrle shall be deemed to have been received upon the sending party'q receipt of its facsimile machine's confirmation of successful transmission. lf the day on whrch such Ecsimile is received is NAESBSlandard63l Seplember 5 2006 Copyright O 2006 Norlh Arnerican Energy Standards Boa.d, lnc. All Righls Reserved Page 7 of 13 not a Business Oay or is after five p m on a Business Day, then such tacsimile shall b€ deemed to have been received on the next following Businesg Day. Notice by overnight maLl or courier shall be deemed to have been received on the next Business Day after it was s;nt or such eaitier time ai is confirmed by the receiving party. Notice via flrst class mail shall be considered delivered five Business Days after maillng. 9,4. The party receiving a commercially acceptEble Notice of change in payment instructions or other payment information shall not be obligated to implement such ctlange unh ten Bu$ness Days after receipt of such Notice SECTION 10. FINANCIALRESPONSIBILITY 10.1. lf erher paary CX') has reasonable grounds for insecunty regarding the performance of any obligation under this Contracl (whether or not then due) by the other party fY') (including, without limitation, the occurrence of a material change in the creditworthinessolYoritsGuarantor.rfapplicable),XmaydemandAdequateAssuranceofPertormance.'AdequateAssurance of performance' shalt mean sufficrent security in the form, arnount, for a term, and from an issuer, all as reasonably acceptable to X, inctuding, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a seqJrity interest in an asset or guaranty y hereby jiants to X a continuing first prioflty security interest in, lien on. and right of setoff agarnst all Adequate Assurance of performirice inthe form of cash tiansfered byY to X pursuant to this Section 10 1 Upon the retum by X to Y of such Adequate Assurance of performance, lhe security interest and lien granted hereunder on ihat Adequate Assuranc€ of Performance shall be released automatrcally and, to the extent possible, without any further action by either party 10,2. tn the event (each an "Event of Default') eilher party (the "Defaulting Party") or its Guarantor shall: (i) make an assignment ngement for the benefit or acquiesc€ in of a proceedlng or case u ve such petition commenced against it; (iii be unablb to pay its debts as they fall due, (v) have a recelver, pro let official appoi;ted with respectlo it or substantially allof its assets; (vi) tail to perform any obligation to the other party with respect to any Ciiait Support Obligatrons relating to the Contract; (viD farl to grve Adequate Assurance oI Performance under Sectton 10.1 w hi; 48 hours but at leasi one Businesi Oay of a written request by the otrer party, (viii) not have paid any amount due the other party hereunder on or berore the second Buainess Day following written tlotice that such payment is due; or rx) be the affected party with respect to any Additional Event of Defaultr then the other party (the 'Non-Defaulting Party') shall have the righl, at its soljetection, to immedi;tely withhold and/or suspend deliveries or payments upon Nolice and/or to terminate and liquidate the transactions under the Coniract, in the manner provided in Seclion 103, in addition to any and all other remedies available hereunder '10.3. If an Event of Detault has occurred and is continuing, tre Non-Defaulhng Party shall have the right, by Notice to the The parfles have selected either "Early Termination Damages Apply" or "Early Termination oamages Do Not Apply" as indicated on the Contract. 10.3.1. As of I determrne, in good faith reasonable manner. rty with respec{ to all Gas between the padies on and before the Early T other applicabte charges relating to such deliveries and receipts (induding without limitation any amounts owed under Section 3.2), for which payment hais not yet 5een made by the party that owes such payment under this Contract and (ii) the Market Value, as OetrneO #tow. of each Teiminated Transaclion. The Non-Defi ulting Party shall (x) liquidate and accelerate each Termrnated Transaction at its tvlarket Value, so thal each arnount equal to the difference between such Market Value and the Contraci Value, as defined betow, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transadion(s) f such Market Vatue exceeds the Contract Value and to the Seller if the oppos e is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termlnation Date (to take account of the penod between the date of liquidation and the dat) on which such amount would have otherwEe been due pursuant to the relevant Terminated Transactions) For purposes of this Section 0.3.'1, "Contract Value' means the amount of Gas remaining to purch transaciion multiplied by the ontract Price, and 'Market value" means the amount of Gas rem vered under a transaction muitiptleo oy the market pnce fo. a simrlar transacton at the Delrvery Poin tlle N party in a commercially reasonable manner. To ascertarn the Market Value the Non-Defaulting Party may consider, among otl€r vatuitions. any or a 6f the setttement prices of NYMEX Gas futures contracts, quotations from leading dealers rn energy swap ! CopyrightO 2006 North American Energy Standads Board, lnc All Rights Reserved Page E of 13 NAESB Standard 6.3 1 Seplember 5 2006 fMar[€t Valtres-Fo, the atoidance-of doubt. any pursuant to which one party has the to extend the term of a i transaclion shatl be considered in determining Contract Values and Market Values. The rate of interest used in calculating net I oresent value shall be determined bv the Non Defaultin reasonable Termination Do Not 10 3 1 As of the Early Term nation Date, the Non-Defau ting Party shall determine, rn good fath and in a mmmercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transad ons and Excluded Transactions on and before the Early Termination Date and all other appliceble charges relattng to such deliveries and rec€ipts (induding without limitation any amounts owed under Sedion 3.2), for uhich that owes such Contract The parties have selected either "Other Agreement Setoffs Apply" or "Other Agreement Setoffs Do Not Apply" as the Base Bilateral Setoff Option: '10.3.2. The Non-Defaulting Party shall net or aggregate, as appropnate, any and all amounts owing betwe€n the parties under Sectron 10 3 '1, so that all such amounts are netted or aggregated to a single liquidated amount other (the "Net Settlement Amount'). At its sole option and w[hout prior Notice to the DeFaulting Party, nount payable by one party to the Party, the Non-Defautting Party isother (the "Net Settlement Amount'). At its sole option and w[hout prior Notice to the hereby authorized to setolf any Net Settlement Amount agarnst (i) any margin or other collateral held by a party in conneclion with any Ciedit Support Obligation relating to the Contract: and (ii) any amount(s) (includang any excess cash margin or ex@ss cash coitateral) owed or held by the party that is entrtled to the Net Settlement Amount under any other agreenent or anangement between the parties Triangular Seloff Option: 10.32 The Non-Defaulting Party shal net or aggregale, as appropriate, any and all amounts owing between the partes under Section 1O 3 1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the "Net Setflement Amount') At its sole option, andwithout prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff (i) any Net Settlement Amount against any margin or other collateral held by a party in connection with any C;edit Support Obligation relating to the Contract; (ii) any Net Settlement Amount against any amount(s) (including any excess caih margin or exc€ss cash mllateral) owed by or to a party under any other agreement or anang€ment between the parties; (iii) any Net S;t ement Amount owed to tlre Non-Detaulting Party against any amount(s) (inclu margin or excess cash colateral) owed by the Non-Defaulting Party or its Affiliates to the Defaulting er agreemenl or arrangement (iv) any Net Setflement Amount owed lo the Defaulting Party against any any excess cash margi-n o, ercess cash collateral) o\,r,/ed by the Deraultng Party to the Non-Defauhing Party or its Affiliates under any other agre;rnent or arrangement; and/or (v) any Net Settlement Amount owed to the Defautting Party against any amount(s) (including aiy excess cash mirgin or excess cash collateral) ou€d by the Defautting Party or its Affiliates to the Non-Defaulting Party under 10 3 2. The Non^Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Seclion 10 3 1 , so that all auch amounts are netted or aggregated to a srngle liquidated amount payable by one party to the other (the "Net Setflement Amount") At its sole option and wlthout prior Notice to the DefaulUng Party, the Non-Defaulting Party may setoff any Net Settlement Amount agatnst any margin or other collateral held by a party in connection wlth any Credit Support 10.3.3. lf any obligation that is to be included rn any netting, aggregation or setoff pursuant to _Section 10.3.2 is unascertained the ilon-D;laulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applic€ble. in respect of the estimate, subject to the Non-Defaulting Pady accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included rn any nettrng, aggregation or setoff pursuant to Seclion 10 3 2 shall be discounted to nei present value in a commercially reasonable manner determined by the Non-Defuulting Party 10.4. As soon as practrcable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defauttrng Party of the Nel Setflement Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party. The Notice sha[ indude a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided hat failure to gtve such Notice shalt not affect the validity or enforceability of the liquidation or grve rse to any claim by the Defaulting Party agiinst the Non-Defaulting Party The Net Set0ement Amount as well as any setoffs applred agarnst such amount pursuant to S;dion 10 3 2, shall be paid by the close of business on the second Busrness Day following such Notice, $hich date shall not be earlier lhan the Early Termination Date. lnterest m any unpaid portim of the Net Settlement Amount as adjusted by setoft, shall acsue from the dab due until ttre date of payment at a rate equat to the lou€r ot (i) the then-effedtve prime rate of interesl published under "Money Rates" by The Wall Street Journal, plus t!./o percent per annum; or (i0 tr|e maximum apdicable lav'fu| interest rate 10.5. The parties agree that the transactions hereunder constitute a "forward contract' wthin the meaning of the Unrted States Bankrupt;y Code;nd that Buyer and Seller are each 'forward contract merchants" within the meaning of the United States Bankruptcy Code 10.6. The Non-Defaullng Party's remedtes under this Sectron 10 are the sole and exclusive remedles of the Non-Defauhing party with respecl to the occurrence of any Early Termination Date Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract NAESBStandaro63T September 5 2006Copyright @ 2006 North A,merican Energy Standards 8oard, lnc. AllRighls Reserved Page 9 of 13 10-7- With respect to this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions the terms and conditions therein shall prevail to the extent inconslstent herewith SECTION 11. FoRcE MAJEURE 1 1 .1 . Except with regard to a party's obligation to make payment(s) due under Seciion 7, Sedion 10 4, and lmbalance Charges under Seclion 4, ne ther party shall be liabte to the other for failure to perform a Frrm obligation, io the extent such failure was caused by Force ft,,lareure The term "Force Majeure ' as emp oyed herein means any cause not reasonably within the control of the party clarming suspension, as further deflned in Section 'l l 2 11.2. Force Majeure shall ndude, but not be limited to. the following (i) physical events sucfi as acts of God, landslides, l€ht,ling, earthquakes, fires, storms o. storm wamlngs, such as hurflcanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of reparrs to machinery or equipment or lines of pipe: (il) weather related events aFfecting an entire geographic region, such as low ternperatures which cause freezrng or failure of wells or lines of pipe, (ii) rnterruption and/or curtarlment of Firm transportation and/or storage by Transporters, (iv) acts of others such as strikes, lockouts ot other industnal disturbances, riots, sabotage. insurrectrons or wars, or acts of terror; and (v) governmental actions such as necessty for compliance with any court order, law, statute, ordinance, regulation, or policy having lhe etfect of law promulgated by a governmental authority having ,unsdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrcnce once t has occuned ln order to resume performance 11.3. Neither party shall be entitled to the benefit of the provrsrons of Force Majeure to the extent performance is affected by any or alt of the following circumstances. (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path Ftrm transportation is also curtailed: (ii) the party caiming excuse faied to remedy the condition and to resume the performance of such covenants or obtigations with reasooable dispatch or (iii) economrc hardship, to include, without limitation, Selleis ability to sell Gas at a hrgher or more advantageous pnce han the Contract Price, Buyer's ability to purchase Gas at a lou€r or more advantageous price tiEn ihe Contracl Price, or a regulatory agency drsallowing, rn whole or in part, fie pass lhrough of costs resulting from this Contract (iv) the loss of Buyeas market(s) or Buyeis inabrlfy to use or reseLl Gas purchased hereunder, except, in eilher case, as provided in Seclion 11 2; or (v) the loss or failure of Selers gas supply or depletion ot reserves, except, in either case, as provided in Seclton 11 2 The party claiming Force Maieure shall not be excused from its responsibrlrty for lmbalance Charges 11.4. Notwithstanding anything to the contrary herern the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be wfihin the sole discretlon of the party experiencing such disturbance 11.5. The party whose performance is prevented by Force Ma,eure must provide Notice to the other party lnitial Notice may be given orally; however. writlen Notce with reasonably full pa asonably posaible. Upon providing Mitten Notice of Force Majeure to the from fle onset of the Force Ma,eure event, to make or accept delryery of Ga Majeure, and neither party shall be deemed to have failed in such obligations to the other during sudl ocqrnerEe or evert 11.6, Notwithstandrng Sections 11 2 and 11.3, the parties may agree to alternative Force Ma,eure provisions in a Transacllon Confirmation executed in writing by both parties SECTION 12. rERM This Contrad may be termtnated on 30 Day's'dritten Notice, but shall remain in effed until the exprration of ttle latest Delivery Period of any transaclion(si The rights of either party pucuant to Sectim 7 6, Section 10, Section 13, the oblDations to rmke paymenl hereunder, ani the otligation of erther party to indemnify the other, pursuant hereto sha I survive the termination of the Base Contracl or any tlansaclion. SECTION 13. LtMrrAroNS FoR BREAoH oF ANY PROMSION FOR WHICH AN EXPRE$S REMEDY OR MEASURE OF DAi,IAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SFI,ALL BE THE SOLE AND EXCLUSTVE REMEDY A PARTYS LIABILITY HEREUNDER SMLL BE LIMITED AS SET FORTH IN SUCH PROMSION. AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EOUITY ARE WAIVEO, IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TMNSACTION, A PARTY S LIABILIry SHALL BE LIi'ITED TO DIRECT ACTUAL DAMAGES ONLY- SUCH DIRECT ACTUAL OAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, ANO ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUtfY ARE WA]VED- UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENIAL PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTMCT, UNDER ANY INDEMNIry PROVISION OR OIHERWISE IT IS THE INTENT OF THE PARTIES TI.IAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WTHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARfi. WHETHER SUCH NEGLIGENCE BE SOLE. JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE UQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEOUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCUTAIED HEREUNDER CONSTITUTE A REASOMBLE APPROXIMATION OF THE HARM OR LOSS- Copyrighl @ 2006 North American Energy Standards Board, lnc. All Righls Reserved Page 10 of '13 NAESB Standard 6.3 1 Seplember 5, 2006 SECTION 14. MARKET DISRUPTION lf a Market Disruption Event has ocqlrred then the parties shailFloati method for determining a replacementhave or before the second Business Day fol Prce ed within the next two following Busi affiliated market pa(icipants in the relevant market, two quotes quantity in the geographical location closesi in proxrmity to the D provide two quotes then the average of the other party's two qu ;,Ftoating price" means the price or a faaor of the price agreed to in the transaction as being based upon a specified index ,,wirkeiDrsruptron Evenf' means, with respect to an index s,ecified for a transaction, any of the tollowing events: (a) the failure of the index to announce or pubtlsh information necessary for dele nrning the Floatng Price, (b) the failure of trading to commence or the permane al suspension of acting as mporary or permanen ability of the inde cosing of g as the ind;x; or (e) material change of determ rice has occurred. For the purposes of the calculation of a replacement p all numbe to three decimat places. titfre fourtn decimal number is five or greater, then the third decimal number shall be lncreased by one and rf the fourth decimal number is less than five then the third decimal number shall remain unchanged SECTIONl5. MISCELLANEOUS 15.1 . This Contract shalt be binding upon and inure to the benefrt ot the successors, assigns, peGonal representatives, and heirs of the respective parties hereto, and the covenants cofrditions, rights and obligations of this Conh-dd shall run for the tull term of this Contra& No assignment of thrs Confad, in wfiole or in pat will be made w$out the prior vritten consenl of trle non-assgnrng party (and shall not relieve the assigning party lrom liability hereunder), whi unreGona either party may (i) tlansfer, sell pledge, encumber, or assign this Co revenues, with any financing or ofier finanoal anangements or (ii) transfer its rn Affiliate by without fl1e prior ;pproval oI the other party. Upon any such ass0nment. transfer and assumption, the fansferor shall remain principally liable for and shall not be relieved of or disdlarged from any obligations hereunder 15.2. lf any plovisDn in this Contract is determrned to be invafid, void or unenforceable by any court having jurisdic'tion, sudl determmation shalinot invalidate, void, or make unenforceable any o[!er provision, agreement or covenant ofthis Contracl. 15.3. No \,vaiver of any breach of this Contract shall be held to be a waiver of any other or subsequent bEach 15.4. This Confacl sets forh alt undersbndings between fre parties respecting each transadion subiect hereto. and any prior contrads, understandings and representations, whether oral or written, rehting to such transactons are merged into and superseded by this Contract and any effuclive transac-tion(s) This contracl may be arnended only by a writing exeqrted by both parties 15.5, Thelr erpretation aM performance of his Contrad shall be governed by the laws of ffle jurisdrction as indicated on ttle Base Contract, excludng, however, any conflict of la$6 rule which v,ould apply the lal/ of anotherJurisdidion. ,15.6- This Contract and all provisions herein will be subieci to all applicable and valid staMes, rules, orders and regulations of any govemmental authority having jurisdiction over the partres, their facilities. or Gas supply, flis Contrad or transaction or any provisions thereof 15.7. There is no third party beneficiary to his Contracl 15.8. Each party to this Contract represenb and warrants that it has full and complete authority to enter inlo and perform this Contract Eacfr person who executes fiis Contract on behatf of either party represents and uanants hat it has full aM mmplete authority to do so and that such party will be bound thereby. 1 5.9. Tt|e headings and subheadings contained n flis Contract are used so ely for convenen@ and do not corEttute a part of this Contracl between ttre pr.tps and shall not be used to construe or interpret he provisions of this Contrad '15. 10. Unless the part es have elected on trre Base Contrad not to make thls Sectim 15.10 applicable to lhis Contrac1, neither party shall disclose drrecfly or indircc{y witttout the p.ior witten consent of he other pa y the terms of any transact-ron to a third party (other d1an the employees' lenders, royatty o,,/./ners, counsel. ac@untants and otirer agents of fre party, or prospective purchasers of all or substantialty alt of a party's assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidentat! except 11 in order to comply wiih any applicable law, order, regulation, or exchange rule, (ii) to lhe extent necessary for the enforc€ma;t of this bontracl , (iii) to the extent necessary to implemenl any transaclion, (iv) to the extent nec€ssary to comply \,14th a regulatory agency's reporting reiuirements including but not limited to gas cost recovery proceedingsi or (9 to the extent sudr information ls?etrveiea-to "u"tr f,,l.0 pirty tor the sole pr-rrpole of calculating a published index. Each party shall notiry the other party oI any proceeding ot which it is awarqwhidt may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonabt; elforb to Fevent or lrmfi the disclosure The existence of tlis Cofltrac{ is not subject to this cor]fidentality obligation Subiecl to Sed on 13. he parties shall be enttled to all remedies available at bw or in equity to enforce, or seek relief in mnnection with this confidertiality obligation The lerms of any transadon hereunder shall be kept confidential by the parties hereto for one year from the expiraton of the transacl on ln the event that disclosure rs required by a govemmental body or applicable law, the party subiecl to such requirement may disclose the material terms of thts Contract to ihe extent so required, but shall promptly notlly the other party prior to disclosure, Copyright @ 2006 North American Ene[gy Standards Board, lnc. All Rrghls Reserved Page 11 of 13 NAESB Standard 6.3 1 September 5,2006 and shaI cooperate (consistent with the disclosrng party's legal obligations) w]th the other party's efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party 15.11. The parties may agree to dispute resolution procedures in Speqal Provisons attadled to the Base Contract or rn a Transaction Connrmat on executed in witing by both parties 15.12- Any original executed Base Contract, Transaction Confirmation or other related document may be dgitally copied, photocopied, 6r stored on computer tap€s and disks (the 'lmaged Agreement"). The tmaged Agreement, if rntroduced as evidence bn paper, the Transaction Confirmation, if inboduced as evrdence in automated facsimile form, the remrding, if introduced as evrdence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any ludicial, ;rbifratton, mediat-ion or administrative pioceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form Neither Party shall object to the admissibrlity of the recordrng, the Transaction Confirmation, or the lmaged Agreemenl on the basis that such were not originated or maintained tn documentarylorm However, rpthing herein shall be construed as a waver of any other obieciion to the admrssibility of such ewence DISCLAftIER: The purpooes ofhis Cont-acl are lo facjlilale t-ade avoh misunderstandirgs and rnake more defnite he brms ofcontracts ofpurdlase and sale of nalural gas aurther, NAESB does notmandate the use of tf|is Conract by anv party NAE-S.-B qF9-!f]!$-I!9-EXC^LUDES, AND ANY USEROFsalc ur rra'urdr gdr rtris cotrnicr acrNciwleoces lHo lcnEEs ro NAEsB's DTSCLATMER oF, ANY ANo ALL WARRANTIES, coNDmoNs oR REPRESEI{TATIONS, EXPRESS OR MruEO, ORAL ORWRT EN, WTTI RESPECT TO THIS @NTRACT OR ANY PART THEREOF,INCLUDING ANY AND ALL IMPLIEO WARRANTIES OR CONDNTIONS OF'ITILE, NOI'{{NFRINGEME T, MERCHANTABILITY, OR FM{ESS OR SUITABIUTY FOR N].IV PINTTCUUN PUNPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN AOV6EO, OR ]s OTHERWSE IN FACT nwane or A|'ly sucn puRpdsE), WHETHER ALt fGEo ro ARrsE By LAw, By REASoN oF cusToM oR USAGE lN THE TMoE, oR BY Counse or oeeu}re. EACH usiR oF THts coNTMcT ALso AGREES rHAT UNoER No ctRcuMsTANcEs wLL NAESB BE LTaBLE FoR ANY D|RECT, SPECIAI- INCIDENTAI- ExE ,/IPLARY, PUNITIVE OR CONSEQUETmAL OAMAGES ARJSING OUT OF ANY USE OF THIS COiITRACT' NAESBStandard63l Seprember 5,2006Copyrighl @ 2006 North Arnerican Energy Standards Board, lnc- All Rights Reserved Page 12 ol13 TRANSACTION CONFIRMATION FOR IMMEDIATE DELIVERY EXHIBIT A Date Transaction Confi rmatton # This Transaclion Connrmation is subject to the Base Contracl between Seller and Buyer dated The terms of this Transaclion Confrrmation are binding unless disputed in writing wtthin 2 Business Days of receipt unless otheMise specifed in the Base Contract Contract Pnce $ MMBIU or Delverv Period: Beorn Performance Obligation and Contract Quantity: (Select One) sublec{ to Sec'tion 4 2 at election of i Buyer or I Seller (lf a pooling point is used, list a specrfic geographic and pipeline locatron)l Copyright @ 200.5 North Arnerican Energy Standards Board, lnc All Rights ReseNed Page 13 of 13 NAESBStandard63l September 5, 2006 Fax: Base Contract No spEctAL pRovtsloNs to the Base Contract for sale and Purchase of Natural Gas between Macquarie Energy LLC and City of Vernon dated as of February 1' 2017 The blbwing (th ions") to lhe shall suPp-bnent and lorm ped ol the Base contracl beb een the parlcs. The p ere warant thal rms anc! cond,lions ol the Base contact fot sale and Purchase of Natural Gas h en ot amendecl ect excepl as oullined in s ln the evenl ot any iiinit ii i"or"i"t"ncy belween the special Provsans anc! lhe Basa cnnlract' he special - A.caiblizedtetus "ii icton nArenc.i used in d:,ese ipeciat Ptuvisions but not deli@d herein shatl heve the 'Especfive noanings asctibed to them in the Base ConLacl '1. Section 2 is modified by adding the followlng: 2.36. 'Costs' expenses and losses ng inJiquioating u any Terminated Trans nd the costs, expen ssocialed with transpo ng any related hedges, except for such amounts already rncluded in the Net Settiement Amount 2. Section 10 la amended by adding the following: 1O.g ln calcutatrng early termination damages pursuant to seclion l0 3 l he NoftDefaultng Party may take rnto account its Costs irrcuned as a result of termnating lhe tunsactions 3. Section 15 is amended by addlng the tollowing aft€r the last sentence of 15.8: iS 8 On the effective date and the date of entering rnto each transaction hereunder, each party represents and wanants to the other party that. (i) it is duty organized, validly exislng and in good standing under the laws oI the .iurisdiction of its forma regulatory aulhoi legally perform its obligatons under th d each reunder, (i1 the ertormance of this Base Contracl a n hereu its powe;, and d to which it rs a party or any law. rule, D this Base Contract, each transaction hereunder, and each other document executed and dellvered in accordance with this Base Contract constitutes a tegally vald and binding obligation enforceable against it in accordance with the terms of said document, subject to any equGb6 defensesi (iv) it, or its credit support provider, if applicable, is not bankrupt and there are no proceedingi pending or betng contemplated by il, tts sedit support provider, tf any, or, to its knowledge, threatened J!"in"t it\,,/i'ilf, woutd iesult in - becoming bankrupt and there is not pending or, to its knowledge, threatened iiainst t, or its credt support any, any legal proceedings that could materially adversely atfect its ability to pErtorm iis obllgations under U1i tract and each fansadion hereunder; (v) no Event of Default with resp€c1 to it iras occurred aid is mntinuing and no such event or qrcumstance would occur as a result of its entering rnto or performing its obltgations under this Base Contract and each transadion hereunder: (vi) is acting icr its own account,.has made s own in-dependent decision to enter into this Base Contract and each transaclon hereunder and as to whether this Base Contract and each sucit transaction is appropriate or prop€r for it based upon its ofln judgment, ts not relying upon he advrce or recommendatons of the other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, condihons and risks of this Base Contract 8nd each transaction hereunderi (vii) it is an ,etigible contrac{ participant" as that term is defined in Section 'la(18) of the Commodity Exchange Act, (viii) it is a producer' p merchant handli b or entering intoa t this Base Con "commod y trade option exemption' as promulgated by t amended or modified foom time to time). 4. Section 15 is hereby amended by adding the folloYring: 15 10 The last paragraph of seclion 15 10 rs deleted and replaced with the following: Notwithstanding the foregoing, Macquarie Energy LLC acknowledges that (a) city of vernon is a municipality su6;ect to the requiiements of the Brown Act and the Califomia Public Records Act (b) City oi Veinon may be required to disclose certain information regarding the terms of any tran d€r between the parties to the public as parl ot {s approval process. lf the City of Vernon rece for information concerning this Base Contract or the terms of any transaction hereunder between the parties under the CPRA, City of Vemon wi notify Macquarie Energy LLC prior to the date of the required disclosure as to thenature of the request or requirement and City's interpretation of the applicable disclosure requirements. Macquarie Energy LLC will 'have the sole obltgation at its sole expense to seek a proteclive oder or other appropriate remedy to prevent disclosure 5. Section 15 ls turther amended by deleting section 15.5 in it3 enurety and replacing with the follof,ing: "15 5 This Contracl, and the rights and dutes of the partie construd rn accordance with, the law of the State of New Yo any suit, action or proceeding relating to the forego iunsdiction of the State and Federal Courts locate itreretrom, and waives any objection to the laying of that any Proceedtng has been brought rn an inconveniel inocelorr,ros ARislNG our oF oi RELATTNG To rHrs BASE coNTMcr oR ANY TMNSACTION HEREUNDER sHeiiet nesbLveo gv n .JuDGE TRIAL wrHour A JURY AND THE R|GHT To A JURY TRIAL ls wAlvED, To rHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW " lN WITNESS WHEREOF, the parties hereto have execut€d these Special Provisions in duplicale MACQUARIE ENERGY LLC CITY OF VERNON By. Namei Title: By Namer Tirle. By Name: Title: Kevin Poole, Division Dlrector RECEIVED FEB l3 20r/ CITY ADMINISTRATI()NRECEIVED FEB 1 6 zoli CITYCLERKS OIRCE STAFF REPORT &zss-,tGAS & ELECTRIC DEPARTMENT DATE: TO: FROM: R.E: February 21,2017 Honorable Mayor and City Council Kelly Nguyen, Director of Gas and Electric , )lrl^vOriginator: Fred Cardenas, Interim Water Specialist "l Amendment No. 6 to the Serices Agreement between the City of Vernon and Cannon Corporation for Engineering Design and Construction Support Services Recommendation A. Find that the proposed action is exempt under the Califomia Environmental Quality Act C'CEQA') review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Approve Amendment No. 6 adding funds in a not to exceed amount of 522,400 to the Services Agreement between the City of Vemon and Cannon Corporation for Engineering Design and Constnrction Suppon Services for the Well 2l Project. Backqround In April20l2, the Ciry Council authorized staff, by Resolution 2012-57, to enter into a professional services agreement with Cannon Corporation to provide Engineering Design and Constmction Services for the Well 2l Project. The 2012 agreement specified a not to exceed amount of $ 127,168. The engineering design and construction phases are complete and delays have occurred in the start-up phase. The mechanical and electrical delays precipitated a need for additional engineering and construction support. Cannon, the design engineering firm, and the contractor are making progress to bring the well into operations while still meeting specification compliance. The scope of work for Amendment No. 6 includes project meetings and site visits, processing a request for information (RFI), and a request for comments (RFC), review and process project submittals, and project management. Amendment No. 6 will bring the total agreement amount to $186,608. The City Anomey reviewed and approved Amendment No. 6 as to form. Fiscal Imoact The proposed Amendment No. 6 has a not to exceed amount of$22,400 and is funded from account number 020-1084-900000. Attochments l. Additional Service Agreement No. 6 Revised - Construction Phase Support Services Equipping Well No. 2l and Related Site Work AMENDMENT NO.6 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CANNON CORPORATION FOR ENGINEERING DESIGN AND CONSTRUCTION SUPPORT SERVICES FOR WELL 21 This Amendment ("Amendment No. 6") to that certain Agreement for engineering design and construction support services for Well 21 dated May 7,2012, (the " Agreement"), is made as of February 21, 2011,by and berween the Ciry of Vemon, a Califomia charter city and municipal corporation (the" City"), and Cannon Corporation ("Contractor"), a California corporation. WHEREAS, the City and Contractor are parties to a written Agreement dated May 7,2012, as amended on June 4, 2013, October 15, 2013, June 3, 2014, January 1, 2016, md January I 9, 2016, under which Contractor provides certain design and technical support services for the construction of a fully operational pump station (" the Agreement"); and WHEREAS, the City and Contractor desire to amend the Agreement to expand the scope ofservices and to increase the compensation in an amount not to exceed $22,400.00. A copy of Contractor's communication dated February 7 ,2017 , regarding the additional services is attached hereto as Exhibit A. NOW, THEREFORE, the parties to this Amendment No. 6 agree as follows: 1. Section 3(d) to the Agreement is hereby amended to read, as follows: 3d. Contractor's grand total consideration shall not exceed the amount ofone Hundred Eighty-Six Thousand, Six Hundred Eight Dollars and No Cents 186,608), without prior City Council approval and written amendment of this Agreement. 2. Except as expressly modified by this Amendment No. 6, all provisions of the Agreement shall remain in full force and effect. 3. The provisions ofthis Amendment No. 6 shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment No. 6 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. 6. 4. The person or persons executing this Amendment No. 6 on behalfofeach ofthe parties warrants and represents that he or she has the authority to execute this Amendment No. 6on behalfofthat 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. 6 as of the date stated in the introductory clause. ISIGNATURES FOLLOW ON NEXT PAGE] -l- CITY OF VERNON a Califomia charter city Cannon Corporation, a Califomia corporation and municipal corporation Carlos Fandino, City Administrator ATTEST: By: Name: Title: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attomey By: Name: Title: 2 Exhibit February 7 ,2017 Michael DeFrank, Sup€rintendent Cty of Vernon, Public Works and Water 4305 South Santa Fe Avenue Vemon, CA 90058 SUBJEcT:ADD|TIoNAL SERvIcE AGREEMENT No. 6 REVISEo - CoNsTRucnoN PHASE SuppoRT SERvrcEs FoR EourpprNG WELL No. 21 ANo RELATED S|TE woRK Dear Mr. DeFrank: Thank you for the opportunity to provide this proposal for the subject project. Cannon has a solid foundation to provide further construction support services lo the City of Vemon. The well- equipping project has been in progress for several months and has advanced at a slow rate due to equipment lead times and contractor delays. As the prolect's design engineers, we remain interested in continuing to provide ongoing services for this project. This additional services agreemenl (ASA) request was originally sent on May 18, 20'16. At that time it was estimaled the projecl would be completed near the end of August 2016. The originally estimated fee of $12,400.00 has lasted over eight months. This is nearly five months beyond the estimated August 20'16 completion date for the proiecl. Our average daily construciion support efforts for the project have been less than 0.5 hours a day. Compared to the $500 per day liquidated damages that could be imposed onto the contractor for months of delays, our fees appear to be minimal. ln September 20'16 we were informed lhal the original request for additional fees was going to be presented to the City Council and was to be recommended for approval. Unbeknor n to us lhere has been difficulty processing recenl invoices because the original proposal was not processed. We value your recognition and apprecaation for our work and your help with this ASA for work rendered. Moving from this date forward, we have estimated an additional $10,000.00 of our conslruction phase support services, for the contractor to complete the projecl to the City's satisfaction and final approval. Please contaci me should you have any questions or comments. ln the follo\ ing pages, please find the scope of service we have provided over the past months along with estimated fees associated with it. The fees quoted in this proposalare valid for 60 days from this date and are based upon cunent California Prevailing Wages. Sincerely, c57fi2 11900 West Olympic Blvd, Suile 530 Los Angeles, CA 90064 T 310 664 11m F 310.664.8877 CannonCorp.us Additional Service Agreement No. 6 REVISED Construction Phase Suppotl SeNices for Equipping Well No. 21 and Related Site Wo* ScoPE oF WoRK We have nearly completed all of the services listed as follo,vs: Task 1. Project Meetings and Sepante Srle yisds Cannon staff wall attend two start-up meetings at the project site visit. Typically, only one startup meeting is necessary. Task 2. Process RFls and RFCS The processing of reviewing and responding to RFls and RFCS is vital to keeping the project on schedule and resolving issues before they become'claims" or'project delays.' RFls and RFCS received from the contractor will be addressed and responded to via fax or email by Cannon's design engineer and will be returned to the contractor in a timely manner. We have assumed that the majority of the project work has been completed except for setting the pump. As a result, the amount of effort for this task is minimal. Task 3. Review and Process for Projecl Subm,ltals A majority of the submittals have been reviewed and completed, but the remaining submittals are key and include pump, motor, and packer. Each submittal received from the contractor will be reviewed for its completeness and sent to lhe City. Submiftals received from the contractor will be distributed to each involved party. The actual level of effort as largely dependent on the thoroughness of the contractor selecled for the proiect. Task 4. Prcject Management The project requires project setup, scheduling, controlling, and conespondence between the Crty, utility agencies, and the contractor. Correspondence includes telephone conversations, emails, project and monthly status reports, project memorandums when necessary, and detailed monthly invoices. Task 5. As-builts Upon completion of the project we will take the contracto/s as-built drawing and prepare a record as-built set of plans for the City. ExcLusroNs The follorrving exclusions apply to this proposal: o Allwork not specifically addressed in this proposal. ScHEDULE The poect schedule has been provided by the contractor. Cannon's services included in this letter proposal will be provided as the construction project progresses. As described previously, we estimate that the project would be completed in approximately six months from the Citys issued Notice to Proceed. 120113 Additional SeNice Agreement No.6 REyISED Construction Phase Suppod Seryices for Equipping Well No. 21 and Related Site Work FEEs Fees are based on the rates per the enclosed fee schedule. lt is our understanding that this project qualifies for California Prevailing Wages. 120113 A.[,]/Zrr'?/ /orru'zh,.e/*/i r RECf'NEP ,i"o**t*t* R,EEEIVED JAN "1 O 2OT/ ; tTY /tDl'"i I l: ISTRATI0N STAFF REPoRT (fl Z-Z-'I GAS & ELECTRIC DEPARTMENT DATE: TO: FROM: RE: February 7, 2017 Honorable Mayor and City Council Kelly Nguyen, Director of Gas & Electric Department lr t , Originator: Jessica Balandran,AdministrativeAnalyst ulqv Public Hearing of an Ordinance Amending Section 30.8 of the Vernon Municipal Code and Rule 18 of the City of Vernon Rules for Electric Services to Clarify the Prohibition on Private Sale/Resale of Electricity Recommendation A. Find that the ordinance amendment to Section 30.8 of the Vemon Municipal Code referenced in this staff report is exempt under the Califomia Environmental Quality Act C'CEQA) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Conduct a Public Hearing; and C. Approve the first reading, and adopt at a subsequent meeting, an ordinance amending Section 30.8 of Article II of Chapter 30 of the Vemon Municipal Code and Rule No. 18 of the City of Vemon Rules for Electric Service to clarifu the prohibition on private sale/resale of electricity. Backsround The Gas and Electric Department promotes new clean vehicle technology. Vemon businesses have begun or may begin to install electric vehicle charging stations on their premises for the benefit oftheir employees, guests, and/or customers. ln an effon to clari! and authorize certain new technologies, such as electric vehicle charging services, staff has identified language that does not adequately regulate third parties' ability to sell or re-sell electriciry initially sold and provided by the City. Page 1of2 It is therefore, recommended that Section 30.8 of Article II of Chapter 30 of the Vemon Municipal Code, and Rule No. 18 of the City of Vemon Rules for Electric Service be amended as set forth in the ordinance and in Exhibit A attached thereto. Fiscal Imoact None. Attachment(s) 1. Published Notice ofPublic Hearing 2. Proposed Amended Ordinance (Redlined) Page2 of2 City of Vernon DATE & TIME: SUBJECTS: REQUEST: REVIEW OF THE FILE: PROPOSED CEQA FINDING: 4305 Santa Fe Avenue Vernon, CA 90058 (323) s83-88rr NOTICE OF PUBLIC HEARING The City Council of the City of Vernon will conduct two public hearings' which you may attend PLACE:Vemon City Hall City Council Chambers 4305 Santa Fe Avenue Vemon, CA 90058 Tuesday, February 7,2017 at 9:00 a.m. (or as soon thereafler as the matter can be heard) Public hearing ofan ordinance amending Section 30'8 of Article II ofChapter io or,n" v".rion uunicipal Corle and RJle No' tE of the City of vernon Rules ior ftectric Service to clarify the prohibition on private sele/rcsale of electricity. All parties are invited to be present and to submit statements orally or in writing before or during the applicable public hearing' Subject documenrs are available for inspection by the pubtic at Vemon City Hall' City Clert Department,4305 Santa Fe Avenue, Vernon' Califomia 90058' Monday tluorgi Thursday, 7:00 a.m. to 5:30 p'm' and on the City's website at: Staffplans to recornmend that the Vernon City Council determine that the propoials will not have a significant effect on the environnent and are exempt from the Califomia Environmental Quality Act (CEQA) IfyoudesiretochallengctheactionstakenbytheCityCounciloranlportiontheteofincourt,youmaybe Iimited to raising only those issues yo, or ri*"oo" else raised at the applicable hearing described in this notice or in writien "orr..pord"n." i"livered ro the City of Vemon during' or before' the hearing' Americans with Disabilities Act (ADA): In compliance with ADA, if you need special assistance to p*ii"iput" in tt".eeting, please contact the Office ofthe City Clerk at (323) 583-8811' The hearing may be continued or adjoumed or cancelled and rescheduled to a stated time and place without furthel ofFrcial notice of the public hearings' ORDINAI{CE NO. L239 AN ORDINANCE OF THE CITY COI]NCTL OF THE CITY OF VERNON AMENDING (A) SECTION 30.8 OF ARTICLE II OF CHAPTER 30 OF THE VERNON MUNICIPAI CODE; AlilD (B) RI'LE NO. 18 OF THE CITY OF VERNON RI'LES FOR ELECTRfC SERVICE TO CI,ARI FY THE PROHIBITION ON PRIVATE SAIE/RESAIE OF ELECTRICITY WHEREAS, the City of Vernon (the "City, ) is a municipal corporation and a chartered city of the Stat.e of California organj-zed and exist.ing under itss Charter and the ConstitsuEion of che StaEe of California; and WHEREAS, pursuant to Article XI , SecEion 9, of the California Constitution, the City operates its own e1ecE.ric sysE.em and has the authority to make rules and regulations therefor; and WHEREAS, the City adopEed those rules promuLgaE.ed by Energ-y Services, fnc., a subsidiary of Soutshern California Edison Company, rrrhich operated tshe Vernon Electric Systsem until ics contract expired in 198 9; and WHEREAS, said ru1es, which incorporat.ed provisions pert.aining to Soutshern California Edison Company and the Cafifornia Public Utilit.ies Commission, have been revised from time to time in order E.o meet t,he unique needs of Vernon Electric System customersi .rnd WHEREAS, with the advent of new clean vehicle techrlology, Vernon businesses have begr:n or may begin to install elecEric vehicle charging stations on their premises for the benefit of their employees, guestss arld/ or customers; and WHEREAS, such charging stations use the City, s electricity generat.ed or provided by Ehe Vernon Electric System; and WHEREAS, the City desires to reg'uIate any third party,s ability Co sel1 or re-sel-I such electricity. THE CITY COI'NCIL SECTION 1: The OF THE CfTY OF VERNON HEREBY ORDAfNS: City Council- of t.he City of Vernon hereby all of the foregoing recitals are t.rue andfinds and det,ermines t.hat. correct. SECTION 2: The Citsy Courcil of the City of Vernon hereby amends (A) Sect.ion 30.8 of Article II of Chapter 30 of t.he Vernon Municipal Code; and (B) Rule No. 18 of the City of Vernon Ru1es for Elect.ric Service, as set forth in Exhibit A which is attached hereEo and incorporated by reference. SECTION 3:Any ordinance or parts of ordinances in conflict wit.h this Ordinance are hereby repealed. SECTION 4: Severability. ff any chapter, artsicle, section, subsection, su-bdivision, paragraph, sentence, clause, phrase, or word in this Ordinance or any part lhereof is for any reason hefd to be unconstitutional or invalid or ineffect.ive by any court of compet.ent jurisdiction, such decision shall not affecE the val-idity or effectiveness of the remaining portions of this Ordinance or any part Ehereof. The City Council hereby decfares thaE it would have adopced t.his Ordinance and each chapter, article, section, subsection, subdivislon, paragraph, sentence, clause or phrase thereof. irrespect,ive of Ehe fact that any one or more chapt.ers, articles, sect.ions, subsections, subdivisions, paragraphs, sentences, clauses, phrases or words be declared unconst. itutional , or invalid. or ineffect.ive. SECTION 5: Book of Ordinances The City Clerk, or Deputy adoption of this Ordinance Clerk's, or Deputy Citsy Book of Ordinances of t.he City C1erk, shalL att.est and cert,ify to the and shall cause this Ordinance and Che City Cl-erk's. certification t.o be enEered in the 2 Council of this City. The City Clerk, or Deputy City C1erk, shal1 cause this ordinance to be published or postsed as reguired by J_aw. SECTION 5: Effective Date. This Ordinance shaIl go into effecc and be in fuI] force and effecc at 12:01 a.m. on the thirty- first (31sc) day after its passage. APPROVED AND ADOPTED this 21st day of February, 2017. Name: Title: l(ayor / Mayor Pro-Tem ATTEST : City Clerk / oeputy Cit.y Clerk AS TO ty At.torney 3 STATE OF CAITFORNIA )) ss COUNTY OF LOS ANGELES ) I,, City Clerk / DepuEy City Cferk of rhe City of Vernon, do hereby certify that the foregoing Ordinance, being ordinance No. 1239 was duly and regularly introduced at a regnrlar meeting of t.he City Council of t.he City of Vernon, held in Ehe City of Vernon on Tuesday, February 7, 201-7, and tshereafter adopt.ed at a meeting of said City Council held on Tuesday, February 2]., 2O!7, by the following vote : AYES:Counci-Imembers: Councilmembers: Counc i lmembers : And Ehereafcer was duly signed by t.he Mayor or Mayor pro-Tem of the City of Vernon. Executed t,his _ day of February, 20\7, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) NOES : ABSENT: 4 EXHIBIT A EXHIBIT'A' CIIAPTER 3 O VeruoE Elect,ric System +trt A-rE1CIE II RuIea for Electsric Service ++* SectioD. 30.8. AdoptioD of Ruleg. The rules for electric service for the Vernon Electric System sha1l consist of the following nurnlcered rules which are made a part hereof by reference: RuIe No. 1: DEFINITIONS Rule No. 2.. DESCRTPTION OF SERVICE RlrIE NO. 3: APPLICATION FOR SERVICE Rule No. 4| CONTRACTS RuIe No. 5: SPECIAI INFORMATION REQUIRED ON FORMS RuIe No. 6t ESTABLISHMENT AND REESTABLISHMENT OF CREDIT Rul-e No. ?t PREPAYMEMTS Rul,e No. 8: NOTICES RUIC NO. 9: PRESENTATION AND PAYMENT OF BTLLS Ru]e No. 10: DISPUTED BILLS RuIe No. 11: DISCONTINUANCE AND RESTORATION OF SERVICE Rule No. 12: RATES AND OPTIONAI RATES Rule No. 13: TEMPORARY SERVICE Rule No. 14: SHORTAGE OF SUPPLY AND INTERRUPTION OF DELTVERY Rule No. 15: LINE EXTENSfONS RU]C NO. 15: SERVTCE CONNECTIONS AND FACILITIES ON CUSTOMER'S PREMISES RuIe No. 17: METER TESTS AND ADJUSTMENT OF BILLS FoR METER ERROR RuIe No. 18: ST,PPLY TO SEPARATE PREMISES, TRANSMISSION AIID GENERATION; AND USE BY OR SAIE OR RE-SALE To OTHERS *** CITY OF VBRNON I'TILITIES DEPART!{ENT RI'I,ES FOR EIJECTRIC SBRVICE RUIE NO. 18: SUPPLY TO SEPARATE PREUISES, TRANSMI S S TON AND GENBRATIOT{; A.ND I'SE BY OR SAI,E OR RE-SAIJE TO OTHERS A. separat,e MeterLEg. Separate Premises will not be supplied throughthe same Meter, except as may be specifically provided for in theapplicable Rate Schedule. B. Other Uses or Premiaea. Electricit.y received from the CiEy shall not be used by the Customer upon other Premises or for other purposes than Ehose specified in iEs application or in theapplicable Rate Schedule. C. Traasnission and GeneraEioa. It shall be unlawful for aly personor enEity, other than the CiEy, to conduct, transmit, generate, or produce any electrical energy or power, in or outside the Cityfor use, distribution, or sale within the City. Subject to subparagraph D below, this prohibition shall not apply to a CityelectricaL cusEomer' s use of electric energry or power that itgenerat.es on-site from distribuEed generation. D. Use by or SaIe or Re-Sale to Others. A Customer sha1l not chargefor electricity or power, including for use of electric vehicle(EV) charging staEions, except r 1. ff the charge to tenants is absorbed in the renEal for the Premises or space occupied; or 2. If the Customer is the owner, lessee, or operator of amultiple- occupancy Premises and provides submeters for theelectricity used by tenants at the same raEes that the CiEywould charge for t.he service if supplied directly. In suchcases, the CusEomer shall furnish, inst.all, maintain andtest the sulf,meters; or 3. If the City AdministraE.or, in t.he public interest and in his/her sound discretion, perrnits lhe Customer in wricing t.o charge for t.he purpose of recouping capiEalcost.s; but under no circumstances for the purpose ofgenerating a profit. The Customer agrees to allow the City to audit the CusEomer's books and records at reasonable periodicintervals (Eo be mutually agreed upon by the parEies) toensure compliance with any of the foregoing exceptions. RECEIVED TEB 1 6 Zt)1l GIIYCtIft(SOTTICE STAFF REPORT CITY ADMINISTRATION DATE: TO: FROM: RE: February 21,2017 Honorable Mayor and City Council W2-s,1 Carlos R. Fandino Jr., City Administrator Originator: Diana Figueroa, Administrative Analyst A Resolution Approving and Authorizing the erecution of a Development Agreement between the City of Vernon and National Ready Mixed Concrete Company Recommendation A. Find that approval of the proposed development agreement is exempt from Califomia Environmental Quality Act C'CEQA) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent National Ready Mixed Concrete Company seeks to engage in actual physical construction or development on the leased premises, such would be subject to separate and independent CEQA review and analysis; and B. Adopt a resolution approving and authorizing the execution ofa development agreement between the City of Vemon and National Ready Mixed Concrete Company for the purpose of develiping a Point of Sale facility on the site located a|2626 East 26ft Street in the City of Vemon. The agreement will allow National Ready Mixed Concrete Company to lease the site from Vemon for a term of up to 35 years' Backsround Vemon staff, as a collective, remains focused on enhancing economic development within the City. Exploration into avenues that increase the City's revenue opportunities are important, and City leaders have been diligent in their efforts to create viable, innovative solutions. In the past, the City of Vemon has used a variety of incentives to meet specific goals to revitalize existing industrial structues or to recycle/demolish obsolete or vacant structwes. The City continues to presenr a compelling argument for businesses to invest in expanding and/or establishing operations within Vemon city limits by providing meaningful incentives to potential developers, business owners. and investors. Page 1 of2 With a goal to cater to businesses and remain true to its "exclusively industrial" mantr4 the City of Vemon staff responded to Eamst & Young regarding a Request for Proposal for Business Incentives - Proposed National cement Manufacturing Project ("National cement") for 2626 East 26h Street in the City of Vemon. The August 2016 response included a detailed description on how tlle City intended to address National Cement's requests for local incentives. Further discussion ensued through the remainder of 2016 and, ultimately, the City was able to reach an agreement with National Ready Mixed concrete company (NRMCC") to expand their operation in Vemon, Califomia. Key components of the agreement between the City of Vemon and NRMCC are as follows: o Ground lease for site located at 2626 Easl26ft Street in Vemon for a term of up to 35 yeso NRMCC plans to spend approximately $26 million on development of the property and create at least 50 new firll-time jobs upon completion of the project o As a Point of Sale facility for customers, the business will generate sales tax revenues for Vemon that are estimated to be an average of$237,016 per year, over the 35 year life of the proposed leaseo The city shall provide NRMCC a Sales and Use Tax Revenue incentive; Economic Development Rate incentive; expedited building permitting and plan checks; and support in NRMCC's approval for New Markets Tax Credit program in relation to the redevelopment of the property Staff recommends that City Council approve the agteement between the City of Vemon and National Ready Mixed Concrete Company, as the corporate presence of NRMCC and the planned development project at the 2626 East 26d Street site will benefit the local economy through the creation ofnew employment opportunities and the generation of additional sales tax revenues. The agreement has been approved as to form by the City Attomey's office. Fiscal Imoact The agreement with National Ready Mixed Concrete Company will result in additional revenues for the City upon completion of their $26 million construction/development project on the Vemon site. The company estimates that the City could receive, on average, $237,016 in sales tax revenues per year over a 35 year period. Attachment(s) 1. Resolution Approving and Authorizing the execution ofa Development Agreement between the City of Vemon and National Ready Mixed Concrete Company Page 2 of 2 RESOI,UTION NO. A RESOLUTION OF THE CTTY COI]NCTL OF TT{E CITY OF VERNON APPROVING AND AUTHORIZING THE EXECIIIION OF A DEVELOPMEIiE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY WHEREAS, the Cit.y of Vernon (the ..City,, ) , is a municipal corporation and a chartered city of the Stsat.e of California organized and existing under it.s Chart.er and the Constitution of the State of California; and WHEREAS, the City remains focused on enhancing economic development within the City; and WHEREAS, City staff responded to Ernst & young regarding a Request. for Proposal for Business rncentives - proposed National cement Manufacturing Projects for 2626 East. 26th Street in the City of ve rnon (the "Premises" ) ; and WHEREAS, by memorandum dated February 2L, 2O!7, the CiE.y Admini-strator has recommended thaE city counci-f approve a Development Agreement. (t.he "Agreement,, ) bet.ween the CiEy of Vernon and National Ready tttixed Concret.e Company ("NRMCC" ), as the corporate presence of NRMCC and the planned devefopmenE project aE. t.he premises wirl- benefit the locar economy chrough the creation of new emproyment opportunit.ies and the generation of additional sales tax revenues; and WHEREAS, the City Council of the City of Vernon desires t.o approve the Agreement . NOW, THEREFORE, BE IT RESOLVED BY THE CTTY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the Cit.y of Vernon hereby finds and determines Ehat the above recilars are true and correct.. SECTION 2: The Cit.y Council of t.he City of Vernon finds approves the Development Agreement wit.h NRMCC, same form as the copy which is alt.ached heret.o that. this action is exempt under t.he California Environmental euality Act (CEQA) , because it. is a continuing administrative activity that. wil-I not result in direct or indirect physical changes in the environment, and therefore does not constiE.ute a ..projects,, as defined by cEoA Guidelines sectsion 15378, and to t.he extent. NRMCC seeks to engage in actual- physical construction or development on the premises, such would be subject to separate and independent CEOA review and analysis. SECTION 3:The City Council of t.he City of Vernon hereby in substantially the as Exhibi t. A. SECTION 4: The City Council of the City of Vernon hereby aut.horizes the City Administrator to executse said Agreement. for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City C1erk, is hereby aulhorized to at.test t.hereto. SECTION 5: The City CounciL of the City of Vernon hereby inst.ructs the City AdminisErator, or his designee, to take whatever actions are deemed necessary or desirahle for the purpose of implemenEing and carrying out. t,he purposes of this Resolut,ion and the t.ransactions herein approved or aut.horized, including but not limited to, any non-substantive changes to tshe Agreement att.ached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or t.he Deputy City C1erk, to send a fu11y execut.ed Agreement to NRMCC. 2 16.- SECTION 7: The Cit.y Cl-erk, or Deputy Ciry C1erk, of the City of Vernon shal1 cert.ify to the passage, approval and adoption of this resolut.ion, and the City C1erk. or Deputy CiEy Clerk, of the City of Vernon shaII cause this resolution and the CiEy C1erk,s, or Deputy CiE.y C1erk' s, cert,if icat j-on t,o be entered in t,he F1Ie of Resolutions of the Council- of this City. APPROVED AND ADOPTED this 21=t day of February, 2017. Name: Tit.fe: Ylayor / Mayor Pro-Tem ATTEST: City Clerk / Deput.y City Cl-erk APPROVED AS TO FORM: Deputy Cit.y Attorney 3 STATE OF CAIIFORNIA )) ss COI'MTY OF LOS ANGELES ) t,, City Clerk / DepuEy City Clerk of the City of vernon, do hereby certify that the foregoing Resolut.ion, being Resolution No. , was duly passed, approved and adopEed by the CiEy Council of the City of Vernon at a reg"ular meetsing of t.he City Council duly held on Tuesday, Feb^)ary 2L, 20f7, and tshereafter was duly signed by the Mayor or Mayor pro-Tem of the City of vernon. ExecuEed t.his _ day of February, 20t7, aE. Vernon, California. CiE.y Clerk / Deputy CiEy Clerk (SEAI) 4 EXHIBIT A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY This Development Agreement ('Agreement") is dated as of , 2017 (the "Effective Date') and is made by and between the City of Vernon, a Califomia charter City and Califomia municipal corporation ('City'), and National Ready Mixed Concrete Company, a Califomia corporation ('Company'). The City and Company are sometimes individually refened to herein as a 'Party' and, together, as the "Parties.' RECITALS A. The Company has identified a site at 2626 East 26th Street in the City of Vemon (the "Property") where the Company will hold a ground lease on the site for up to 35 years. The Company plans to construct one or more buildings for a total of 35,720 square feet of space. The Company plans to spend approximately $26 million on development of the Property and create at least fifty 50 new full-time jobs once the Property has been developed (together, the 'Project'). B. The Project will be a Point of Sale to customers who transact business with the Company where such purchases or products are intended for delivery within the State of Califomia. The Company estimates that the City could receive on average $237,016 per year over a thirty-five (35) year period in sales tax that it would othenvise not receive based on the Company's annual projec{ed taxable material sales. C. The City's share of sales tax is currently 1% of the taxable sales occuning in the City. D. The Vemon City Council, by resolution passed on (Resolution No ________J, has found that it is of substantial benefit to the City and its residents for (i) the Company to locate the Project in the City, because it would, among other things, provide new employment opportunities in the local economy, and (ii) the Company to designate the Project as a Point of Sale for the Company which will generate significant additional sales tax revenue. The receipt of additional sales tax not otherwise collectible by the City and creation of jobs constitute valid public purposes for the City's entry into and execution of this Agreement. NOW, THEREFORE, the parties agree as follows: Section 1. Recitals. The foregoing recitals are true and conect and are hereby incorporated into this Agreement. Section 2. Term and Renewal. (a) Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect from the Effective Date until INSERT DATE],2052-i.e.,35 years from the Effective Date (the 'Term'). (b) At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. lf the former, the Parties shall execute a written 1 amendment to this Agreement ("Amendment"), which shall be approved by the City Council. lf the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date ofthe Amendment. (c) lf this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 7 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Developer and the City shall execute a written cancellation of this Agreement which may be recorded with the County Recorder. Section 3. Companv Covenants and Representations. (a) The Company represents to the City that it is authorized to conduct business in California; has the authority to enter into the Agreement and perform the requirements of this Agreement; and, to the company's best knowledge, its performance under this Agreement shall not violate any applicable judgment, order, law or regulation. (b) ln order to receive the incentives, Company shall invest approximately $26 million in a concrete batch plant and aggregate storage depot plant in the City, and create and maintain at least fifty (50) new jobs. (c) The Company shall use its good faith and commercially reasonable efforts to designate the Projecl as a Point of Sale in accordance with the Bradley Burns Uniform Local Sales and Use Tax, California Revenue & Taxation Code section 7200 et seq. The Company shall be solely responsible for ensuring that all taxable sales transactions for business activities related to the Project are crnsummated at the Property or in any event within the City's boundaries, consistent with all applicable statutory and Califomia State Board of Equalization regulatory requirements. (d) The Company shall within fifteen (15) days after designation of Point of Sale provide wriften notice of such to the City. (e) The Company shall provide the City access to California state sales and use tax returns (but solely for the limited purpose of determining compliance with the terms of this Agreement). Upon written request of the City, Company shall within thirty (30) days also provide to the City copies of the Company's and its affiliates' California state sales and use tax returns evidencing sales and the payments of sales and use taxes that are the subjecl of this Agreement. (0 The Company shall promptly notify the City of any developments that materially and adversely impact this Agreement and the Company's obligations stated herein including, but not limited to, compliance with all applicable laws, rules, and regulations pertaining to government permits related to, for example, emissions, air quality, odors, etc., initiation of any lawsuits or bankruptcy proceedings, sale or conveyance of real property, labor disputes, and changes in business. Section 4. CitY lncentives. As a direct inducement to retain the corporate presence of the Company and the Project in the City and to encourage the growth of the Company's presence in the City, the City will provide the following incentives: 2 The City shall make payments to Company of an incentive measured by the amount of Sales Tax Revenues received by the City as a direct result of the Company's Point of Sale for the period when this Agreement is in effect (each, an'lncentive Payment" and together, the 'lncentive Payments'). The amounts of each lncentive Payment shall be payable as outlined in Exhibit A. (a) The City has determined that the Company has met the qualification criteria set forth in its Economic Development (ED) Rate Schedule and, subject to compliance with the terms and conditions of the Agreement For Economic Development lncentive On Electric Service, is eligible for a reduced electric utility rate from the City of Vernon's Gas & Electric Department equal to a five-year reduction of up to twenty percent (20olo) of the Company's otherwise applicable tariff (OAT), excluding taxes, beginning on the Commencement of Operations. The Company will also be eligible for a five-year extension of the program pursuant to the terms and conditions set forth herein to the ED Rate Schedule, subject to the Vernon City Council's approval for an additional s-year extension to the ED Rate Schedule. (b) The City agrees to provide expedited building permit and plan check review for the Project at no additional charge. (c) Upon a written request by the Company, the City agrees to provide the Company with a written letter of support to participate and secure approval for New Markets Tax Credit program in relation to the redevelopment of the Property for the Prolect upon execution of this Development Agreement. Section 5. Audit and lnspection Riqhts. (a) The Company shall provide the City access to the Property as the City deems reasonably necessary to determine whether the Project conforms to the requirements of this Agreement. The Company shall make available to the City all reasonable facilities and assistance to facilitate the performance of inspections by the City's representatives. All records relevant to the Company's obligations under this Agreement shall be and remain available at the Company's place of business at all reasonable times during the Term of this Agreement and for two (2) years after the termination of this Agreement. The City shall be allowed to audit, examine, and make excerpts or transcripts of all data relevant to confirm the Company's compliance with this Agreement. (b) The City shall be allowed to conduct a written compliance check on the number of employees employed by the Company, at its sole discretion. The Company shall fully cooperate with the City by providing access to appropriate payroll documentation to verify the total number of employees and whether such employees are parttime or full-time. Section 6. lndemnification and Hold Hamless. (a) The Company assumes any and all risk of personal injury and property damage to the extent attributable to the intentional and negligent acts or omissions of the Company and its officers, employees, representatives and agents thereof while acting within the scope of their employment with the Company and performing the Company's requirements and obligations under the terms and conditions set forth in this Agreement. (b) The Company shall indemnify, defend and hold the City, its officers, employees, 3 representatives (whether elected or appointed) and agents harmless from and against any and all third party claims or causes of action and liabilities, expenses, losses, costs of personal injury (including death), damages, fines, and penalties of every kind and character or incuned or suffered by the City as a result thereof, based upon events arising out of or resulting from the Company's performance of the requirements and obligations under the terms and conditions of this Agreement. (c) The obligations arising under this paragraph shall survive the expiration or termination of this Agreement, as to claims or causes of action, liabilities, expenses, losses, costs, reasonable attomeys' fees, damages, fines and penalties of every kind and character or incuned or suffered by the City as a result thereof, based upon events arising prior to the date of termination of this Agreement. Section 7. Default and Termination. (a) Event of Default. For purposes of this Agreement, "event of default' shall mean any of the following: (i) Any representation made by the Company herein or in any statement, application or certificate furnished to the City in connection with the performance of this Agreement proves to be untrue in a material respect as of the date of issuance of making thereof and is not conected or brought into compliance within thirty (30) days after written notice thereof to the Company by the City. (ii) The Company materially breaches any covenant contained in this Agreement and such breach shall not be corrected or cured within thirty (30) days after written notice thereof to the Company by the City; provided, however, that the City may declare a lesser cure period in the event that it finds, in its sole and absolute discretion, that such lesser period is necessary to protect the public health, safety, or welfare. (iii) The Company ceases business operations at the Property or moves out of the City at any time during the Term of this Agreement. For the avoidance of doubt, a 'move-out' of the City by the Company shall not include the routine movement of personnel between and among its various plants or the servicing of a particular project by multiple plants; provided, however, that (a) the number of personnel at the Project does not fall below frfty (50); and (b) the annual sales tax revenue that accrues to the benefit of the City does not fall below $50,000 in any given year. The Company shall provide thirty (30) days written notice to the City of any such cessation or move-out, and the effective termination date of this Agreement will be the date of cessation or move-out, unless agreed to othenrise in writing by the Parties. lf the Company fails to provide notice, the effective termination date of the Agreement will be retroactive to the date of cessation or move-out. (iv) The Company assigns or attempts to assign this Agreement in violation of Section 9 of this Agreement. (b) Remedies. Upon the occurrence of an Event of Default, The City shall provide written notice to the Company. The Company shall immediately proceed to cure or remedy such default, and In any event such default shall be cured within thirty (30) days after receipt of the notice, or such longer time as the City and the Company may agree in writing. Upon the failure of the Company to so cure any such default, the City shall have all remedies available to 4 it, in law or in equity including, but not limited to, the right to: terminate this Agreement, effective and retroactive to the date of Event of Default; terminate pending economic incentives; withhold future economic incentives; or terminate any other obligation required hereunder. lf the City initiates litigation to remedy default under this Agreement, the prevailing party shall be entitled to all costs of litigation and reasonable attomeys' fees. Section 8. General Provisions. (a) Complete Aoreement. This Agreement constitutes the complete agreement of the parties regarding the lncentives and shall supersede and nullify all prior drafts and agreements, oral or written, concerning the same. (b) Comoliance with Bradlev-Burns Uniform Local Sales and Use Tax Law. The Company shall carry out the operation of its Point of Sale transactions through the Project in conformity with the Sales Tax Law. (c) Relationshio. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the City and the Company. No party can create any obligation or responsibility on behalf of the other or bind the other in any manner. Each party is acting for its own account, and it has made its own independent decision to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each pafi acknowledges that neither of the parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Company further represents and acknowledges that it has paid no one a fee, commission, gift or other consideration as an inducement to enter into this Agreement. (d) Personal Liabilitv. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), employee, representative or agent of the City in an individual capacity and neither shall any such individuals be subject to personal liability by reason of any covenant or obligation of the City hereunder. (e) Amendments. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and is approved by both the authorized representatives of the Company and the City. (0 Notices. Any notices or other communications required or permitted to be given under this Agreement shall be in writing, and shall be deemed delivered to and received by the addressee thereof when delivered in person at the address set forth below, when delivered by reputable overnight courier at the address set forth below, or three (3) business days after deposit thereof in any main or branch United States Post Office, certified or registered mail, return receipt requested, postage prepaid, properly addressed to the parties, respectively, as follows: For notices and communications to the City: City of Vernon Attention: City Administrator 4305 Santa Fe Avenue Vernon, California 90058 5 With copies to City of Vernon Attention: City Attorney 4305 Santa Fe Avenue Vernon, California 90058 For notices and communications to the Company: NATIONAL READY MIXED CONCRETE CO,, INC. 15821 VENTURA BLVD, SUITE 475, ENCINO, CA 91436 Attention: Pragatl Kapoor (g) Governino Law. Choice of Venue and Attornevs'Fees. This Agreement and the rights of the parties hereunder shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of California, regardless of any conflict of law principles. Should either party initiate litigation against the other party, both parties agree that such litigation may only be commenced in a state or federal court of competent jurisdiction in the County of Los Angeles, State of California. ln the event of any action between the City and the Company seeking enforcement of any of the terms and conditlons to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. (h) lnteroretation. This Agreement has been negotiated byall partiesand shall not be interpreted or construed against the party drafting the Agreement. (i) Chanoe in Laws. Unless otheMise explicitly provided in this Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include such laws, ordinances, rules, or regulations of any kind as they may be amended or modified from time to time hereafter. U) Headinos. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. (k) Time of Essence. Time is of the essence tn the performance of all terms and provisions of this Agreement. (l) Severabilitv. lt is the express intent of the parties hereto that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entlty, or property be held void, invalid, or unenforceable by a court of competent jurisdiction, such action shall not affect the remainder of this Agreement, which shall continue in full force and effect. (m) No Third Partv Beneficiaries. Nothing in this Agreement shall create, or be construed to create any third party beneficiary rights in any person or entity not a signatory to this Agreement. (n) Counterparts and Orioinals. This Agreement may be executed in any number of 6 multiple identical counterparts and all of said counterparts shall, individually and taken together, constitute the Agreement. There shall be two (2) original Agreements - one held by each party. (o) Assionment. The Company may not assign this Agreement, in whole or in part, without the City's prior written consent, which consent may be withheld in the City's sole discretion. The parties acknowledge that this Agreement is an obligation which runs to the Company and is not a covenant running with the land. Notwithstanding the foregoing, in the event that the Company sells all of its assets, or the principals of the Company sell all or substantially all of their stock and, following the sale, the operations of the Business remain substantially the same and in conformance with all obligations of this Agreement, this Agreement will remain in full force and effect and the City will grant its approval of the assignment of the Agreement. The assignee shall be bound by all of the terms and conditions of the Agreement. ln the event of the foregoing, the Company shall provide notice of such assignment to the City within three (3) days of the closing of any such sale. (p) Loss of Authoritv. ln the event that the Cily's authority to enter into this Agreement or to grant the lncentives pursuant to this Agreement are repealed, become unexercisable, null and void or otheruise become invalid, then the Agreement shall be terminated, City's obligations hereunder shall cease and no further obligations shall be required of the City. (q) Livino Waoe. The Company, and any contractor or subcontracto(s) hired and used by the Company, shall comply with the City's Living Wage Ordinance at Vernon Municipal Code Article XVlll. The current Living Wage Standards are set forth in Exhibit B attached hereto and incorporated by reference. Upon the City's reasonable request, certified payroll records shall be promptly provided to the City. (r) The Company hereby certifies and represents that, during the Term of this Agreement, it and any other parties with whom it may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. The Company further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit C attached hereto and incorporated herein by reference. lN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. [Signatures Begin on Next Page]. 7 CITY and ( By: - OF VERNON, a California charter City Califomia municipal corporation Carlos R. Fandino, Jr., City Administrator ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney NATIONAL COMPANY READY MIXED CONCRETE , a California corporation Name: Title: By: By: Name: Title: 8 EXHIBIT "A" SALES AND USE TAX REVENUE INCENTIVE The City agrees to pay an incentive described as follows: (a) The City will provide an incentive payment to the Company equal to eighty (80%) percent of the City's portion of Sales Tax Revenue for years one through five (years 1-5). (b) The City will provide an incentive payment to the Company equalto fifty (50%) percent of the City's portion of Sales Tax Revenue for years six through twelve (years 6-12). (c) The City will provide an incentive payment to the Company equal to forty-five (45%) percent of the City's portion of Sales Tax Revenue in year thirteen (Year 13). (d) The City will provide an incentive payment to the Company equal to forty (a0%) percent of the City's portion of Sales Tax Revenue in year fourteen through thirty five (years 14-35). (e) The incentive payments should be paid quarterly. The incentive payments shall be due thirty (30) days after the quarterly "true up' payment by the State for the preceding quarter (f) The incentive payments shall be payable from any source of funds legally available to the City. The determination of the source of funds for the City's payments shall be in the sole and absolute discretion of the City. The Company acknowledges that the City is not making a pledge of Sales Tax Revenues, or any other particular source of funds- Sales Tax Revenues are used merely as a measure of the amount of incentive payment due hereunder and as means of computing the City's payment obligation. (g) The City shall not be obligated to make any incentive payments if Sales Tax Revenues are not actually received by the City from the State of California. 9 EXHIBIT "8" LIVING WAGE PROVISIONS - VMC S 2.131 et seq. Minimum Livino Waqes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $1 '1.55 per hour without health benefits. Paid and Unpaid Davs Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the Living Wage Ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. -10- EXHIBIT'C" EQUAL E]UTPLOYMENT OPPORTUNITY PRACTICES PROVISTONS A. The Company certifies and represents that, during the performance of this Agreement. The Company, its affiliates, and each contractor or subcontractor hired thereby and serving as an agent of the Company or any of its affiliates shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. The Company further certifies that they will not maintain any segregated facilities. B. The Company agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of the Company, state that they are'Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. The Company agrees that it shall, if requested to do so by the City, certify that it does not have, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. The Company agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. -L7- R,EGEIVED FEB 1 6 2017 CITY CLERKS OFFICE STAFF REPORT CITY ADMINISTRATION DATE: TO: FROM: R.E: February 21, 2017 Honorable Mayor and City Council Carlos R Fandino, Jr., City Administrator Originator: Diana Figueroa, Administrative Analyst ffi L-'s-'1 A Resolution Declaring Support for the Passage of Measure H, the Los Angeles County Plan to Prevent and Combat Homelessness Recommendations A. Find that approval of the attached resolution in this staff report is exempt from Califomia Environmental Quality Act ("CEQA) review, because it is a general policy and procedure making activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Adopt the attached resolution supporting the passage of Measure H, the "Los Angeles County Plan to Prevent and Combat Homelessness", which is a March 7 ballot initiative to raise the sales tax across the County ofLos Angeles, and allocate new revenues to fund homeless services. Backsround Measure H, the "Los Angeles County Plan to Prevent and Combat Homelessness", is the March 7 ballot measure that proposes to end homelessness for 45,000 people across Los Angeles County, including women and children, veterans, seniors, foster youth, and the disabled. The average consumer would pay a little more than a dollar a month to help end homelessness in Los Angeles County. On February 9, 2016 the Los Angeles County Board of Supervisors (the "Board") unanimously approved the Homeless Initiative's Strategies to Combat Homelessness. This landmark plan is the most comprehensive homelessness effort ever undertaken by the County. It includes 47 strategies aimed to attack the root causes of homelessness and lift thousands of families and individuals out ofhomelessness and into better lives. Page I of3 This plan comes at a time when the homeless crisis in Los Angeles County has been worsening and demands an rugent, coordinated response from the state, county, cities and commrurity partners. The Board approved an initial $100 million to begin implementation of the strategies in the Homeless Initiatives report, and the plan strategically targets those sEategies, which can have the most impact immediately. This funding is on top of the nearly $1 billion a yeal that County officials estimated they currently spend on health and welfare services and law enforcement involving the homeless. The County estimates that an additional $450 million in ongoing flrnding is needed in order to implement all of the strategies outlined in the Homeless Initiatives report, and to address the current gap in homeless housing and services, excluding any costs associated with housing construction. on December 6, 2016, the Board approved a motion by Supervisor Mark Ridley-Thomas to place Measure H on the March 7 ballot. If approved by two-thirds of the voters, it is estimated that the measure would generate approximately $350 million per year in additional revenues to address homelessness in Los Angeles County. Measure H is a "special" la cenl sales tax that will be imposed over a l0 year period, which means it can only be used for the specific purposes of funding homeless services and housing. The county will begin receiving funding in July 2017 and moneys will be allocated equitably across the entire County of Los Angeles. The County will establish a citizens' advisory committee to ensure that the funding is effectively spent. There will be specific performance standards for each strategy flrnded through this measure, and an independent evaluation every year by an outside expert. Measure H proposes funding that wilt greatly benefit the city of Vemon. while the city does not have a large homeless population, it is not enthely without homeless residents. It is also apparent that homelessness has increased in Vemon's neighboring cities. Historically, the City has responded to homelessness issues; and now, it recognizes the growing need for services as homelessness rates increase in Los Angeles County. The City, ttrough its Vemon CommUNITY Fund, has awarded grants to a number of nonprofit organizations serving the needs of the homeless population in the Vemon Area. Additionally, the Vernon Village Park residential development has, il part, addressed a regional need for affordable housing. Measure H will offer solutions to target the needs of the homeless through funding of services and housing, and the measure is aligned with the City's attention on this significant issue. Furthermore, the proposed county homeless services funds generated by Measure H could impact Vemon and its surrounding areas from a public safety standpoint. By providing essential social services and housing assistance to individuals and families who might otherwise tum to unlawful activities to acquire resources, safer environments will potentially emerge. Measure H intends to target resolutions that have been proven to prevent and end homelessness by offering comprehensive support services, job training, and permanent housing to the homeless population. The City looks forward to a partnership with the Board of Supervisors, key Los Angeles County departments and other community partners to aid in efforts related to the Homeless Initiative recommendations. Measure H has been endorsed by Los Angeles County Supervisor Hilda Page 2 of 3 Solis, the Los Angeles Chamber of Commerce, Central City Association, and Los Angeles Mayor Eric Garcetti. The proposed resolution reiterates the City's commitrnent to providing necessary services to our community members and participating in regional efforts to battle homelessness. For the aforementioned reasons, staff recommends that Council adopt a resolution in support of Measure H and urge city voters to cast ballots on Tuesday, March 7, 2017 in the countywide election. In City Council's adoption of this resolution, the City will be declaring support for the County's program and become official partners in combating homelessness. Fiscal Imnact There is no fiscal impact related to the adoption of the resolution. The amount of fimds to be allocated to Vernon as a result of Measure H (assuming its passage) will be determined at a later date. Attachment(s) I . Resolution in Support of Measure H Page 3 of3 RESOIJUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON IN SUPPORT OF THE PASSAGE OF MEASI]RE H, THE LOS ANGELES COI'MTY PI,AN TO PREVENI AND COMBAT HOMELESSNESS WHEREAS, the City of Vernon (the "City") is a municipal corporat.ion and a chartered ciEy of Che St.aE.e of California organized and existing under its Chart.er and the Const.itution of the Stat.e of Cali-fornia; and WHEREAS, homelessness is a pervasive social problem, enormously dest.ructive tso individuals and families who experience it, and damaging to the social fabric of communit.ies,. and WHEREAS, homelessness is a regional issue, and regional_ sol-utions are necessary to preven! and end hometessness,. and WHEREAS, Measure H is a ..special,, X cent sales tax that will be imposed for a period of ten (10) years and can only be used for the specific purposes of funding homeless services and housing; and WHEREAS, Measure H could impact Vernon and its surrounding areas from a public safety st.andpoint by providing essential sociaL services and housing assist.ance to individual_s and families who might ot.herwise Eurn to unlawful acEivities t.o acquire resources, and by encouraging safer environment.s to pot.entially emerge; and WHEREAS, this funding is necessary to support Los Angeles Countyrs Homeless fnitiative, which was developed through a collaborative process that. included the cicy of vernon, and is critical tso fund targeted efforts to prevenE and end homelessness, both regionally and locaI1y; and WHEREAS, the strategies advanced Ehrough the Homeless fnitiative include homeless prevention, sE.reec outreach, permanent and affordable housing, and support t,o increaEe income, and these st.rategies are vital in the regionat and loca1 fight against homelessness; and WHEREAS, the City will benefit from funds generated by Measure H t,hrough compeEitive funding opportunities and from t,he regional impacts of this effort; and WHEREAS, by memorandum dated February 2L, 2017, the City Administrator has recommended that tshe City support Measure H, the Los Angeles County plan to prevent and combat, homelessness. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COI'NCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION l-: The City Council of the City of Vernon hereby finds and determines that the above recit.als are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt. under the California Environmental Ouality AcE (CEoA) , review, because it is a general policy and procedure making activity that will not resulu in direct or indirect. physical changes in tshe environment, and therefore does not constitute a "projecE" as defined by CEQA Guidelines secEion 15379. SECTION 3: The City Council of the City of Vernon hereby states its support. of Measure H and hereby directs the City C1erk, or the Deputy City Clerk to send a copy of t.his Resolution t.o the Los Angeles Countsy Board of Supervi-sors. 2 SECTION 4: The City C1erk, or Deputy City Clerk, of t.he City of Vernon shall certify to the passage, approval and adoption of this resolution, and E.he City Clerk, or Deputy City C1erk, of the City of Vernon sha1l cause this resolution and Ehe CiCy C1erk, s, or DepuEy City Clerk's, cerEification to be ent.ered in the File of Resolut.ions of the Council of t.his City. APPROVED AND ADOPTED this 21st day of February, 2017. Name: Title:Itlayor / Mayor Pro-Tem pi- ATTEST: City Clerk / Deputy CiEy Clerk APPROVED AS TO FORM: Bria , Deputy CiEy Attorney 3 STATE OF CALIFORNIA )) ss COUNTY OF LOS ANGELES ) I,, City Clerk / Deputy City Clerk of the CiEy of Vernon, do hereby cert.ify Ehat Ehe foregoing ResoluEion, being Resolution No- , was duly passed, approved and adopted by t,he City Council of the Cit.y of Vernon at a regular meeting of tshe CiEy Council duly held on Tuesday, February 2t, 20]-7, and thereafter was duly signed by the Mayor or Mayor pro-Tem of the City of Vernon. Executed this _ day of February, 20]-7, at Vernon, California. City Clerk / DepuEy Cj-ty Clerk (SEAL) 4 RE(,r*"rr t-u tEB 1 6 zuri NYCLERKSOfITCE STAFF REPORT CITY ADMINISTRATION DATE: TO: FROM: RE: February 21,2017 Honorable Mayor and City Council Carlos R. Fandino, Jr., Cify Administrator Originator: Michael A. Earl, Director of Human Resources @?-rs-rt. Resolution Appointing Samuel IC Wilson to Serve as Interim Director of Public Works, Water, and Development Services and Approving and Ratifying the Execution of a Related Temporary At-Will Employment Agreement Recommendation A. Find that approval of the agrcement proposed in this staff report is exempt from Califomia Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Adopt the attached resolution appointing Samuel K. Wilson to serve as Interim Director of Public Works, Water and Development Services of the City of Vernon effective February 13, 2017, and approving and ratiffing the execution of a related temporary at- will employment agreement. This appointrnent is temporary until such time as a recruitment and selection process can be completed for a new director. Backsround With the impending departure of the incumbent Director of Public Works, Water and Development Services, and in light of pressing matters related to the Public Works, Water and Development Services Department, management opted to assign an individual to perform the Director duties on a temporary basis until a recruitment to fill the Director position on a permanent basis can be completed. Under Govemment Code section 21221(h), CaIPERS agencies are permitted to allow a CaIPERS retiree to serve without reinstatement from retirement for a single interim appointment to a vacant managerial, executive or other unique position. The City Cormcil is required to approve such interim appointments and make specific findings ofa need to hire the retiree. Page 1 of 3 The Director of Public Works, Water and Development Services position is an executive-level position responsible for overseeing the City's public works, water and development services needs, and requires someone with specific skills and experience in a broad range of regulatory and compliance issues. The Vemon Department of Public Works, Water and Development Services provides comprehensive and efficient services. Candidate Backsround Mr. Wilson served as the Director of Public Works, Water and Development Services for the City of Vemon from January 21, 1996 to December 27,2015. Prior to his Director role, Mr. Wilson worked within the City of Vemon Public Works Water and Development Services as an interim/acting Director of Community Services and Water from July 11, .1994 to January 20, 1996 and aCivit Engineer from October 6, 1991 toJuly 10, 1994. Therefore, he is familiar with the unique landscape of the City and its distinct needs. Throughout his career, Mr. Wilson has been involved in numerous committees and has maintained many professional affrliations that have enhanced his level of expertise. With a Bachelor's Degree in Civil Engineering from University of Southem Califomia and various professional level certifications such as; Professional Engineer, Professional Land Surveyor, and Certified Building Official in conjunction with his extensive experience, Mr. Wilson is well suited to meet the requirements of the City's Public Works, Water and Development Services Department, and will be a valuable addition to the executive team during this temporary period. Mr. Wilson's interim appointment to the Director of Public Works, Water and Development Services position meets the CaIPERS requirements for hiring a retired annuitant for the following reasons: o The Director of Public Works, Water and Development Services is a key executiveJevel position that requires specialized, technical skills and experience in public works, water and development services, including compliance and regulatory expertise. o An open recruitment to permanently fill the vacancy is pending, and there is a limited pool of experienced municipal public works, water and development services department directors.. The Director of Public Works, Water and Development Services Department needs an interim Director to maintain continuity and momentum on several important issues. o Mr. Wilson has over 34 years of previous experience working on public works, water and development services issues with the City of Vernon. Nearly 20 of those years were served as the Director of Public Works, Water and Development Services. o This will be a single interim appointment for the duration of the recruitment to fill the permanent position.. Mr. Wilson will work a part-time schedule, not to exceed 960 hours per fiscal year. o Mr. Wilson will be paid $l18.3962 per hour, which is within the published pay range for the Director position.o Mr. Wilson will receive mileage reimbursement at the applicable IRS rate.o Mr. Wilson will not receive any other form of compensation, benefits, or incentives. Page 2 of 3 Temporarv At-Will Emolovment Asreement The temporary at-will employment agreement for the Interim Director of Public Works, Water and Development Services has been reviewed and approved by the City Attomey's offrce. It is attached herero as Exhibit A of the resolution for the City Council's approval and ratification. The Agreement establishes an effective date of February 13, 2017, and an hourly salary rate of $118.3962 per hour. Consistent with CaIPERS rules, Mr. Wilson will be paid within the published salary range for the Director of Public Works, Water and Development Services position, and will receive no other compensation or benefits for his services. The temporary at-will employment agreement between the City of Vemon and Mr. Wilson is slightly different that the standard executive at-will employment agreement. The differences are as follows: o It is an agreement for a temporary Interim Director of Public Works, Water and Development Services employment assignment; as such, it is not eligible for benefits or leave accruals.o The agreement only requires seven (7) calendar days advance written notice of a resignation from employee and requires a seven 7) calendar day termination notice from the City, as opposed to the standard 30 day notice requirement.. Mr. Wilson will also receive mileage reimbursement rather than an auto allowance provided to certain other executive classifications. Fiscal Imoact The approximate hourly cost associated with the aforementioned interim appointment is $118.3962 per hour, for an average work schedule ranging from 20-30 hours per week. Attachment(s) 1. Resolution Appointing Samuel K. Wilson to Serve as Interim Director of Public Works, Water and Development Services Page 3 of 3 RESOI,UTION NO. A RESOLUTION OF THE CITY COI'NCIL OF THE CITY OF VERNON APPOINTTNG SAMUEL K. WILSON TO SERVE AS THE IMTERIM DIRECTOR OF PUBLIC WORKS, WATER AND DEVELOPMENT SERVICES AIiID APPROVING AND RATIFYING THE EXECUIION OF A RETATED TEMPORARY AT-WILL EMPLOYMENT AGREEMENT WHEREAS, as of Februayy 2, 2017, there is a pending vacErncy in the posiEion of Director of public works, Wat.er and Deve1opmenE. Services; and WHEREAS, in light of the pending vacancy and exigent. need for management of the public works, Water and Development. Services DeparEment, City Administration has elected to fiII t.he vacancy on a temporary basis until recruitmenE. of an individual to fi1l the Director position on a permanent basis can be complet.ed; and WHEREAS, the Director of public works, water and Development servi-ces is an execut.ive - revel posicion responsible for overseeing the City's unique puJ:Iic works, water and development services needs, and requires someone with specific skilIs and experience j_n a broad range of regulat.ory and compliance issues; and WHEREAS, in compliance wiEh C,overnment Code section 21,221(hl , E.he Ve rnon City Council must approve the appointment of a retiree Co fil] a vacant posiE.ion on an interim basis during a recruitment to permanently fill the vacant position; and WHEREAS, Samuel K. Wilson (..Wi1son,,) retired from the City of vernon in t,he position of Direct.or of pu-bl_ic works, Water and Development. services, effective on December 27, 2ols, and is available to serve in lhe position of Interim DirecE.or of public Works, l{aEer and Developmenc services for a limited duration until E.he city finds a qualified candidaEe to permanently fill the vacancy; and WHEREAS, Wilson has special skills necessary to perform the dulies of the Interim Direct.or of public Works, Wat.er and Development Services because of his many years of experience in the fietd, and his familiarity with the City and it.s dist,inct needs; and WHEREAS, the City and Wilson have executsed a Temporary At- Will Employment AgreemenE (the ..Agreement"), effective February 13, 2017, subject t.o the ratificat.ion by the City Council; and WHEREAS, consisE,ent with CalpERS ru1es, Wi1son will be paid within the published sa1ary range for t.he Direct.or posit.ion, will receive no otsher compensation or benef it.s for his services, and will work no more than 960 hours per fiscal year; and WHEREAS, the City Council of the City of Vernon desires to appoint wilson to serve as the Director of pubLic Works, water and Development Services on a temporary basis, and approve E.he Agreement and ratify t.he execution thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COI'NCTL OF THE CITY OF VERNON AS FOLLOWS: SECTION l-: The City Council of Ehe CiEy of Vernon hereby finds and determines E.hat the above recitals are true and correct. SECTION 2:The CiE.y Council of E.he CiEy of Vernon finds thaE this action is exempt under t,he California Environmencal euality Act (CEQA) review, because it is a general administ.rative activiE.y t.hat will not result in direct. or indirect. physical changes in Ehe environment and therefore does not const.itute a ..project,, as defined by CEQA Guidelines Section 15378. SECTION 3: The City Council of the CiEy of Vernon hereby appoinEs Samuel K. Wilson t,o serve as the Int.erim Director of public 2 works, Water and DevelopmenE. Services of the City of vernon effective February 13, 2O].7 . SECTION 4: The City Council of tshe City of vernon hereby finds t.hat t.his single interim appointment. is necessary t.o fill the vacant position of Direct.or of Pub1ic works, Water and Developmenc Services because the Deparcmen! requires an Interim Direct.or to maintain supervision, conLinuity and momentum on important ongoing public issues and proj ects. SECTION 5: The CiE,y Council- of the City of Vernon hereby approves and ratifies t.he execution of the Temporary Ats-Wi11 Emplolment Agreement with Wilson tso serve as Director of pu-bIic Works, Water and Development Services of the City of Vernon, a copy which is attached hereto as ExhibiE. A. SECTION 5: The City Council of the CiEy of Vernon hereby directs the City Clerk, or tshe CiEy Clerk,s designee, to give a fuIIy executed Agreement t.o Wilson. SECTION 7: The Cit.y Clerk, or any auEhorized officer, shall administer the Oath of Office prescribed in the Constsitution of the staEe of California E.o wilson and shaII have him su]:scribe to it. and f il-e it. with the Human Resources Department.. 3 SECTION 8:The City Clerk, or Deputy City C1erk, of t.he City of Vernon shaII cerEify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City C1erk, s, or Deputy CiEy Clerk's, cert.if icat.ion to be entered in the File of Resolut.ions of the Council of t.his City. APPROVED AND ADOPTED t.his 21st day of February, 2017. Name : Title: l(ayor / Mayor Pro-Tem tlIlEDl: CiEy Clerk / Deputy CiEy Clerk APPROVED Moussa, Senior Deputy CiEy Att.orney -4- TO FORM: STATE OF CALTFORNIA ))ss COUNTY OF LOS ANGELES ) I,, City Clerk / Deput.y City Clerk of t,he Ciry of Vernon, do hereby certify that t.he foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at. a regular meet.ing of E.he City Council duly held on Tuesday. February 2L, 2011, and thereafter was duly signed by Ehe Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2O!7, aE Vernon, California. City Clerk / Deputy City Clerk (SEAL) 5 EXHIBIT A TEMPOMRY AT.WILL EMPLOYMENT AGREEMENT (NON.SAFETY) BETWEEN THE CITY OF VERNON AND SAMUEL K. WILSON This Agreement is between the City of Vernon ("City") and Samuel K. Wilson (hereinafter refened to as "Employee'). Recitals City desires to employ Employee as an at-will temporary employee in the position of lnterim Director of Public Works, Water and Development Services, while the City conducts its recruitment for a permanent Director of Public Works, Water and Development Services, and will terminate Employee's services upon the City's appointment of a permanent Director of Public Works, Water and Development Services, or until otheruise terminated pursuant to Section 2 herein. Employee desires to be the lnterim Director of the Public Works, Water and Development SeMces and acknowledges that such employment is for a limited duration and at- will. Government Code Section 21221(h) permits retired annuitants under the California Public Employees' Retirement System ("CalPERS") to be employed without reinstatement from retirement upon appointment by a public agency to fill a vacant position on an interim basis during the recruitment to permanently fill the vacant position. Employee is a CaIPERS retired annuitant under Govemment Code Section 21221(h), and possesses extensive experience in local municipal public works, water and development services management, and the skill set to perform the required duties of lnterim Director of Public Works, Water and Development Services. The City Administrator, pursuant to the authority granted by the City of Vemon Charter and City Council, agrees to hire Employee, as an at-will temporary employee, subject to the terms and conditions identified below. AGREEMENT Section 1 : The effective date of this Agreement shall be February 13, 2017. Employee's appointment is temporary, until such time as a Director of Public Works, Water and Development Services is appointed by the City Council upon completion of a recruitment process to fill the position on a permanent basis, or until this Agreement is otherwise terminated pursuant to the provisions herein. Either party may terminate this Agreement pursuant to the provisions set forth below. Employee is an at-will employee and may be terminated, with or without cause, upon seven (7) calendar days written notice. Employee may resign with seven (7) calendar days advance notice as set forth in Section 5 below. Section 2: DUTIES A. City engages Employee as the lnterim Director of Public Works, Water and Development Services to perform the functions and duties specified in Attachment "A", incorporated herein by this reference, as the same may be modified by the city Administrator, TERM from time to time, and to perform such other legally permissible and proper duties and functions as the City Administrator shall, from time to time, assign. B. Employee agrees that, to the best of his ability and experience that he will at all times conscientiously perform the duties and obligations required, either express or implied, by the terms of this Agreement, the ordinances, resolutions and adopted policies of the City of Vernon and the laws and regulations of the State of California and the United States. C. As a public employee, Employee shall work with the City Administrator to develop a work schedule in order to fulfill the employment responsibilities and duties as identified in this Agreement. D. During the term of this Agreement, Employee is required to have and maintain a valid California Driver's license. E. Employee acknowledges that in connection with the performance of his duties, he will obtain information from City employees and third parties that is of a confidential nature. Employee agrees that he will not disclose such confidential information other than to officers and employees of the City who have been authorized to have access to such information. Employee further agrees that if he has a question as to the confidentiality of information obtained in the course of his employment, he will contact the City Attomey for adv ce. Section3: COMPENSATION A. As compensation for the services to be rendered by Employee, Employee shall be paid at an hourly rate equivalent to step 5 of salary range for the classification of Director of Public Works, Water, and Development services as published on the publicly available salary schedule approved by the City Council (cunently set at $ 118.3962 per hour), payable in biweekly installments at the same time as other employees of the City are paid and subject to customary withholding. B. Pursuant to City payroll policies and procedures, Employee shall submit to the City Administrator a timesheet signed and attested for services completed and hours worked, and authorized expenses, during each work week. C. Employee shall be reimbursed for portal to portal mileage (at rate determined by IRS), for travel to and from the City for required work. All reimbursement requests must be approved by the City Administrator. D. Compensation provided herein shall constitute complete and full payment to Employee for the services provided hereunder. E. Under no circumstances shall Employee work more than 960 hours during any City fiscal year. Section 4: BENEFITS A. This is a temporary employee position that is not eligible for any employee benefits. 2 Section 5: A. Section 6: A. B. TERMINATION The parties agree that this appointment is temporary, until such time as a permanent Director of Public Works, Water and Development Services is appointed by the City Council, Employee is a temporary, at-will employee and serves at the will and pleasure of the City Administrator and this Agreement may be terminated by the City at any time, without cause, subject to the notice requirements and conditions of Section 1. The Agreement may be terminated by Employee at any time. Employee agrees to provide at least seven (7) calendar day advance written notice of the effective date of his resignation. GENERAL PROVISTONS Notice TO EIVPLOYEE: Any notices required by this Agreement shall be in writing and either delivered in person or by first class, certified, return receipt requested US Mail with postage prepaid. Such notice shall be addressed as follows: TO CITY: City Administrator City of Vernon 4305 Santa Fe Avenue Vemon, CA 90058 Samuel K. Wilson [Deliver to last updated address in personnel file] B. Entire Agreement The text of this Agreement shall constitute the entire and exclusive agreement between the parties. All prior oral or written communications understanding or agreements between the parties, not set forth herein, shall be superseded in total by this Agreement. No Amendment or modification to this Agreement may be made except by a written agreement signed by the Employee and the City Administrator and approved as to form by the City Attorney. C. Assignment This Agreement is not assignable by either the City or Employee, D. Severability ln the event that any provision of this Agreement is finally held or determined to be illegal or void by a court having jurisdiction over the parties, the remainder of this Agreement shall remain in full force and effect unless the parts found to be void are wholly inseparable from the remaining portions of this Agreement. -3- E. Effect of Waiver The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions in this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other time or times. F. Jurisdiction Any action to interpret or enforce the terms of this Agreement shall be held exclusively in a state court in Los Angeles county, california. Employee expressly waives any right to remove any such action from Los Angeles County. G. Effect of Agreement on Employee's CaIPERS Retirement Benefits City makes no representation on the impact, if any, this Agreement shall or may have upon Employee's CaIPERS retirement benefits, status, duties, and/or obligations. Employee acknowledges that in entering into this Agreement, he has not relied upon any such representations in assessing the CaIPERS-related impact of his temporary employment. Therefore, Employee releases the City from any and all CaIPERS-related claims or liabilities that may arise in connection with his employment pursuant to this Agreement. H. Effective Date This Agreement shall take effect on February 't3,2017. [Signatures Begin on Next Page]. 4 lN WITNESS WHEREOF, the City of Vernon has caused this Agreement to be signed and executed on its behalf by its City Administrator, and executed by the Employee. City of Vemon, a Califomia charter City and California municipal corporation 2-rs- 11 By: Cirlos Fandino, Jr., Ci 5 ln signing this Agreement, Employee understands and agrees that his employment status is that of a temporary at-will employee and that his rights to employment with the City are governed by the terms and conditions of this Agreement rather than the ordinances, resolutions, and policies of the City of Vernon which might otheMise apply to employees of the City. Employee further acknowledges that he was given the opportunity to consult with an attomey prior to signing this Agreement. Dated: z-/a-/7 6 ATTACHMENT A SCOPE OF WORK Employee shall provide temporary supervision of the public works, water and development services Department of the City of Vernon as determined by the City Administrator or designee. Said services shall include, but are not limited to those duties and responsibilities outlined in the aftached job description for Director of Public Works, Water, and Development Services. 7 JOB DESCRIPTION Director of Public Works, Water and Development Services DatePrepared: Marcn2014 Class Code: 7010 . SUMMARY: Under administrative direction, provides leadership and direction over the activities of the Public Works, Engineering, Planning, Building and Water Divisions of the City's Department of Community Services and Water. ESSENTIAL FUNCTIONS: - Essential tunclions, as defrned under the Ameicans wlh Disabitites Act, may inctude any of the following reprcsentative duties, knowledge, and sk,;//s. Ihls is not a comprehensive listing of all functions and ddies peiomed by incumbents of tl,rs ciass; enployees may be assigned duties which are not listed below; reasonable accommodations will be nade as rcquied The hb desciption does not consfitute an employment agreement ard is sub/bct to change at any time by the enployer. Essential duties and responsibilities may include, but aE not limited to, the following: . Plans, directs, and coordinates through subordinate staff the Department's work plan; assigns projects and program areas of responsibility; reviews and evaluates work methods and procedures; meets with key staff to identify and resolve problems.. Determines the overall Departmental organizational structure, misslon, core services and allocation of flnancial, human and capital resources; develops and administers annual capital and operating budgets.. Measures and evaluates organizational effectiveness, employee performance, and all operational functions.. Serves as a technical advisor to the City Administrator and the City Council regarding public works, engineering, traffic, water and economic development matters.. Plans, organizes, directs and reviews all public works activities, infrastructure maintenance, City garage, warehouse operations, and facility maintenance.. Develops and manages short- and long{erm Department goals, objectives, policies, and procedures. . Supervises subordinate staff; sets work priorities; creates work schedules; provides training; conducts performance evaluations; rewards and/or disciplines employees.. Serves as the City Engineer; coordinates capital projects; performs contract administration; prepares all public works and water projects; confers and advises on problems related to the design, construction and engineering of public works and water systems; enforces the interpretation and enforcement of construction specifications and the design and operation of traffic systems.. Serves as the City's Building Official; oversees staff to ensure proposed plans and construction comply with building codes; establishes permit fees; develops amendments to codes.. Plans, directs, and reviews the design, construction, operation and maintenance of the City's water systems, including wells, reservoirs, and pipelines.. Performs long range planning including development of the City General Plan, and zoning regulations and impacts of regional transportation projects.. Directs and coordinates the application review on planning, building, commercial and industrial projects, subdivisions, use permits, variances, zone changes and General Plan amendments. 8 Coordinates with consultants and other agencies regarding regulatory and legislative matters affecting public works and water operations. Reviews plans for enhancing and protecting the quality and adequacy of City-owned water resources. Establishes guidelines for the development of water rates and sales, rules, regulations and the issuance of bonds. Directs staff and oversees the code enforcement of violations of zoning codes, building codes, and other related City regulations. Directs the preparation of technical and adminlstrative reports; presents reports along with recommendations to the City Administrator, City Council, boards and commissions. Represents the Department to other departments, elecied officials and extemal agencies. Participates in a variety of boards, commissions and mmmittees; interacts with extemal regulatory agencies. Confers with developers, commercial representatives, industrial interests, property owners and others in promoting and coordinating the development and use of property within the City. completes special and ongoing projects and tasks assigned by the city Administrator and/or elected officials. Supports the relationship between the City of Vemon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of work MINIMUM QUALIFICATIONS: . Education, Training and Experience Guidelines: Bachelor's Degree in Civil Engineering or a closely related field; AND ten years of experience, including five years of supervisory or management experience, in public works, engineering, water resource management and/or Community Development. Master's Degree in public Administration or Engineering highly desirable. . Knowledge of:. CiV organization, operations, policies, and procedures.. State of California engineering principles and practices regarding design and construction of buildings, water facilities and technical inspection operations.. Applicable regulatory codes and laws regarding the development, construction and operation of public works, water, streets, planning, building and code enforcement.. Methods, materials, techniques and equipment used in construction, operations, inspection, design and maintenance of streets, buildings and water facilities.. Occupational hazards and standard safety procedures.. Principles and practices of administrative management.. Principles and practices of effective employee supervision.. Principles and practices of regulatory management.. Principles and practices of contract administration.o Principles and practices of water resource management.. Principles and practices of public works maintenance operations.. Principles and practices of building and zoning code enforcement.o Principles and practices of public finance.. Principles and practices of project management. 9 . Principles and practices of strategic planning.. Customer service standards and protocols. Skill in:. Directing the work of subordinate staff.. Defining problems, establishing facts and drawing valid conclusions.. Managing situations requiring diplomacy, faimess, flrmness and sound judgment.. lnterpreting and applying City, state and federal policies, Iaws and regulations.. Making appropriate decisions while ensuring compliance with City goals and objectives_. Building effective teams and providing efficient customer services.. Understanding and negotiating complex technical agreements with external agencies.. Formulating and presenting policy recommendations.. Investigating, analfzing and resolving complex and sensitive issues and complaints.. Responding to emergency and problem situations effectively.. Communicating effectively verbally and in writing.. Dealing tactfully and courteously with the public.. Establishing and maintaining cooperative working relationships with City Administrator, City Council, managers, supervisors, staff, contractors, suppliers, developers, businesses, external public agencies and the general public.. Operating a personal computer and various software applications. LICENSE AND CERTIFICATION REQUIREMENTS: Registration as a Professional Engineer. Registration as a Professional Land Surveyor is desirable. Certified Building fficial or must obtain within one year of hire date. Possession of a valid State of Califomia drive/s license. o PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed primarily in an office environment with some exposure to an outdoor work environment. May be required to climb ladders. May be exposed to dangerous machinery. - l0 - RECEIVED FEB r 3 20t/RECElvED FEB 1 6 zo17 NYCLERKSOfFICE STAFF REPORT ATION CITY ATTORNEY'S OFFICE DATE: TO: FROM: RE: February 21,2017 Honorable Mayor and City Council Hema Patel, City Attorn A Resolution Approving and Adopting an Amendment to the Records Retention Schedule maintaining documents and records by all City Departments except the Police Department Recommendation It is recommended that the City Council: l. Find that the approval of the amendment proposed in this staff report is exempt under the Califomia Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule is that CEQA only applies to projects that may have an effect on the environment because the proposal will merely change how the City retains and destroys certain City documents. 2. Adopt the attached resolution approving and adopting an Amendment, adding records of the City Auomey's Office, to the Records Retention Schedule maintaining documents and records by all City Departments except the Police Department. Background On August 22,2000, the City Council adopted Resolution No. 7605, approving and adopting the City of Vemon Records Retention Schedule 2000 (the "Schedule"), as amended by Resolution Nos. 8269, 8409, 8449, and 2013-77, for maintaining documents and records by all City departments except the Police Departrnent. The current Schedule does not include any records of the City Attomey's Office, which prevents comprehensive record maintenance by this Offrce. The City Clerk's offrce will be working with staff to overhaul and update the Schedule on a City-wide scale, but in the interim, it is recommended that the Schedule be amended to include the City Attomey's Office. The City Attomey's Office has drafted the attached Amendment adding its records to the Schedule, outlining the length of time each record's category is held and the time period for final disposition of the record. This time period may be either permanent retention for essential City records, or eventual destruction for non-essential records. The time periods are govemed by legal, administrative, and operational considerations, and will be updated and revised when necessary. Fiscal ftnoact None. Attachment(s) 1 . Resolution RESOLUTION NO. A RESOLUTION OF THE CITY COI]NCIL OF THE CITY OF VERNON APPROVING AND ADOPTING AN AMENDMENT TO THE RECORDS RETENTION SCHEDI]LE MAINTAINING DOCI]MEITTS AND RECORDS BY ALL CITY DEPARTMENTS EXCEPT THE POLICE DEPARTMENT WHEREAS, on Augus t 22, 2OOO, t.he City Council of t.he CiCy of Vernon adopted Resolution No. 7505 approving and adopting the City of Vernon Records Ret.ention Schedule 2000, as amended by Resolution Nos. 8259, 8409, 8449, arj.d 201-3-77, for maint.aining documenEs and records by all City departments except t.he police Department; and WHEREAS, the City of Vernon is required by various laws of the State of California t,o mainE.ain cert.ain documents and records for certain periods of time; and WHEREAS, City ordinances and administrative convenience also suggesE that other documenEs and records be maintained for other periods of time; and WHEREAS, by memorandum dated Februaty 2t, 201_7, the City Attorney has recommended t.hat the Records Retention Schedule be amended Eo the include the City Attorney's Office; and WHEREAS, Ehe City Council consents to the destruction of the records if made pursuanE Eo tshe amended Ret.ention Schedule. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines thac the above recitsals are Erue and correct. SECTION 2: The City Council of tshe City of Vernon finds that this actsion is exempt under the California Environmental euality Act (CEOA) . in accordance wit.h Section 15OEl_ (b) (3), Che general rule Ehat CEoA only applies to projects thaE may have an effect. on the environment.. SECTfON 3: The City Courlcil of the Citsy of Vernon hereby approves and adopts the amendment to lhe Records Retention Schedule, a copy of which is atstsached hereto as Exhibit. A. SECTION 4: The City Council of the Citsy of Vernon hereby authorizes t.he City Cl-erk and all department heads to maintain the categories of documents and records for Ehe periods required by Ehe amended Records Ret.ention Schedule and to desCroy said documentss and records after said periods have ended. SECTION 5: Notwithstanding any of the foregoing, no record sha11 be destroyed which is pertinent. to any current claim against the City, any pending or on-going litigation, or which is expressly required to be reEained under California Government. Code Section 34090. - 2- SECTION 5: The City C1erk, or Deputy Citsy C1erk, of the City of Vernon sha1l certify to the passage, approval and adopE.ion of t.his resolution, and tshe City C1erk. or Deputy Citsy C1erk, of the City of Vernon shal1 cause this resolution and the City C1erk, s, or Deputy City Clerk's, certif icat.j-on to be entered in the FiIe of Resolut.ions of the Council of Ehis City. APPROVED AND ADOPTED Ehis 21-sE day of February, 2012. Name: Title:l'4ayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO sa, Senior Deputy CiEy Attorney -3- STATE OF CAITFORNIA )) ss COUNTY OF LOS ANGELES ) I,, City Clerk / DepuE.y City Clerk of the City of Vernon, do hereby certify that t.he foregoing Resolut,ion, being Resolution No. , was duly passed, approved and adopted by the CiEy Council of the City of vernon at. a reg.ular meeting of the cit.y Council duly held on Tuesday, February 2l-, 2017, and thereaft.er was duly signed by the Mayor or Mayor pro-Tem of t.he City of Vernon. Executed this day of February, 20]-7, aE Vernon, California. City Clerk / Oeputy City Clerk (SEAL) -4- EXHIBIT A Records Retention Schedule 2017 Adopted by Resolution No. 7605 on August 22,2000 Amended by Resolution No. 8269 on August 27,2003 Amended by Resolution No. 8409 on March 24,2OO4 Amended by Resolution No.8449 on July 14,2Q04 Amended by Resolution No.2013-77 on September 17,2013 . !f,-!-r,J1a)Cljj.Z7ll ,trPl . Ctw or Venlou RecoRos Rerernon Screoule 2017 TABLE OF CONTENTS Legend Aruruunl Revrrw Audit CIoseo/CoMPLETED Co u p lert oru/Tr R u r ruetr orrr CuRRerur Yenn Elecrroru ExptRnrroru Cnrr roRrurn GovenruM ENT Coor PeRuRrurrur Superseded TrRutrunttott V/H/C VrrRl HrsroRrcRl CorurroEurrnl AR AU C CT CY EL E GC P S T V H C .1 eaf ol'l/e,. - Peb Rde.l S&ld. Record Series Title Office Storage Total vtHt Office of Record - Notes/Remarks Crry AorrrrtrutsrRnroR Page I of 2 BudgeU Files (Department )a) work papers b) calculations Correspondence -MiscellaneousOrganizations Newsletters A-Z FaciIiEy Layof f s/closuresFiles a) Notifications from fac il ityl companyb) work papers & levenue analyses City History Filesa) News clippings b) Photographs c) Proclamations Labor Contract Negotiat.ionsFiles (Pol i ce )a) NegoEiat.ions documen- Eationb) Agreement.s (copies )c) correspondence & backup data Lobbyist Files a) Reports b) correspondence Manuals, Policies, Pro- cedures, & BuIletins 2. Manuals, Policies, Pro- cedures, & Bulletins News Releases & Public InformaLion 10 Personnel Files - Department Heads 11. Police DeparEment Rosbers Duty 2 AR AR AR E+2 3 S+2 AR T+1 1 P 2 AR AR P E+2 3 S+2 S AR 1 H C Note: Official copy of agreementis in record series No. 4, 'Agreements & Leases Fi1es". Note: Ttris record series is for all manuals, policies, procedures, & bullet.ins originating from the City Clerk Department . Note: If documents from uhisrecord series have hisEorical significance, Ehey should be added to the record series 'CityHistory Files". 1 eb 4't/e. - fult fuda S&ld. Record Series Title Office Storage TotaJ c Office of Record - Notes/Remarks City Administrator - Page 2 of 2 Publications from Outside Sources Purchase Requisitionsa) Department copies of pur- chase requisition f orrns Safety Committee MeeEings -Agendas & Minutes Software & DocumentaEion SEudies & Reports(misceLlaneous) Su.bj ect & CorrespondenceFiles fnter-Departnental communications/Memos 74 15 15 L'7 18 AR 1 1 AR AR AR 1 1 s AR AR 2 eatoll/e-RdtW*S*dd. Record Series Title Office Storage Total v/ttt Office of Record - Notes/Remarks Public Works, Water and Development Services Paqe 1 of 4 Accident Fi lesa) Police reports (copies )b) Labor & supplies data c) Billings Aerial Photographs Annexauion Filesa) Studies & report.s b) Correspondence & backup data Annexation Maps, Plans, & Drawings 5. Building Activity Reports 6. Certificate of Occupancy PermitsConditional Use Filesa) c. U. P. applications ( copies ) b) c) d) e)f) correspondence Resol-utions grantingpermits (copies )site p1ans,/drawings Engineer's report.s Environmental assessment.s (copies) g) Negative declarations h) Notices of preparation i) Notices of intentj) MinuBes (copies )k) Approval letters correspondence Chronological Files Encroachment Permits Files a) ApplicaEionsb) Billings c) correspondence 10. File Permits Filesa) File permits b) Descriptions of operationsc) Applications d) correspondence & backup data C+? P P P P T+5 T+2 3 E+1 P 5 4 C+7 P P P P T+5 T+2 3 E+5 E+5 H H Not.e: Final, approved versions only; drafEs are considered part of Annexat i-on Files , NoEe: For this record series, T (Termination) representstermination of use of the permit. Original applications, envj-ronmental documents, minutes and resolutions are in Cicy Clerk Department Notse: ori,ginal encroachment agreements are in Finance Departrnent @olTtaw-Rdt?dda'S&l* Record Series Title Office Storage Total c Office of Record - Notes/Remarks Public Works, Water and Development Services Page 2 ol 4 11 Fire Prevention Street Address Filesa) Fire sprinkler Permitsb) Fire prevenEion plans c) Inspection reports d) Undergrould tank removalpermits (copies) e) Hazardous materials storage permits ( copies )f) Certificates of occupancy (copies ) 12. Garage Activity Reports 13 Graffiti Removal ConsenbFiles a) Master address lists b) 'Consent" forms c) 'No Consent" letters Industrial Waste Permit.Appfication Files a) Correspondence with County b) Applj.cation ( copies )c) Notices of violation (copies) d) InspecEion reports l4 15. fndustrial Waste Plans 15 Lot Line Adjustment Fi les a) Legal descript.ions(before/after adj ust.ments )b) Resolutions from City Council (copies )c) Recorded copy of legal description from County Manuals, Policies, Procedures & BulleEins L7 18. Parcel Maps T+3 2 s s S+2 C+2 P T+3 2 s S+2 C+2 S+2 P Note: For this record series, T (Termination) represenEs demolition of structures at anaddress- Original underground tank and hazardous materialspermits are in Health Department; original certificates of occupancyare in record series No. 5, "Certificates of Occupancy'. Note: Los Angeles Countypermit and has final documentatsion, original applicatj.ons and originalof violation. assues notices Note: Original resoluEions City Clerk Department 1n Note: This record series contains all rnanuals, policies, procedures & bulletins originating from Ehe Comnunity Services DeparEment. e4ofi/e- fu*Rrut S&tdz Record Series Title Office Storage Total vftlt c Office of Record - Notes/Remarks Public Works, Water and Development Services Page 3 of 4 19 Plans & DrawingsBuilding & Safety 20. Plans & Drawings -Engineeringa) Traffic b) Pavement c) water distributiou d) sewer systems e) storm drains f) citsy Hal1g) Other city properties 21. Project. Files a) contract (copies ) relaEed documentsb) Drawings & Plans c) Contractor daEa & pal'ments d) correspondence 22 Publications f rom Outside Sources Street Address Files a) correspondenceb) Mechanical permits -plumbing, heating, air-condit.ioning, venti - latsion, refrigeration c) Electrical permits d) Building permits e) Trailer permiEs f) Zoning variance approvals & conditions 9) Building variance approvals & conditions h) CondiEional use permiEs resolutions (copies) i) Plans/drawingsj) fnspection records k) Business license applications ( copies ) 23 C s C+3 AR P T+5 3 P Trs s C+5 AR p Note: For this record series, T (Termination) represents demolition of the structure. Plans and drawings are maintained in the office until completion (c) of construction; they are then moved Eo storage and kept t.herefor five years beyond demoliEionof the structure. Note: Official copy of contracE is in City Clerk Department. Note: For this record series, T (Termination) represents demolition of structures at anaddress. Original conditional usepermits resoluEions are in CityClerk Department; original bus j-ness license applications arein Finance Department. 10 eq 4'l/ote - fuL Rdedr. S&ld. Record Series Title Office Storage Total c Office of Record - Notes/Remarks Public Works, Water and Development Services Paoe 4 of 4 24. Subj ect. Fi les Correspondence 25 variance Files - Zoting /Building a) ApplicaEions b) council approval documentation c) Approval & conditions d) Correspondence & backup daEa vehicle Maintenance Records a) work orders b) Monthly Garage reports water Analysis Reports -Bact.erial 26 27 28. Water Analysia Reports chemical 29. Work Order Logs 30. work Order Open/Closed Reports 31. work Orders AR 5 1 5 CY 2 2 10 13 AR 5 1 5 11 2 15 Note: Incl,udes work orders forpublic works and water division activities. all 11 @ rl'l/w - R&b Rea, SAald. Record Series Title Office Slorage Total vftitc Office of Record - Notes/Remarks FINANcE (General) Page 1 of 31. 1099 Files | 1 I - I z I -a) 1099 listj-ngs reports b) 1099 forms (City copies) 2. Alarm Permits Card Indexes I 2 I - I 2 I - 3. Alarm Permits Files I E+2 I - I E+2 I -a) Applicat ions /Renewal form b) Response records c) Receiptsd) False alarm reports e) Correspondencef) Suspension lettersg) Master file listing 4. Bank Reconciliation Records ;au I s I e I a) TrusEee sEaEements I I I Ib) Paynent documentation I I I I E. Business License Files L-n I - | ,-n I "'::;l"::""pts-ve110w I I I I8. Cash Receipts Registers | 1 | 2 | 3 I -a) Cash receipt proof list 9. correspondence chronologi.- | 2 I - | 2 I -cal Fi les 10. Finance Comput.er System I | 5 | 5 IBackup Tapes I I I I 11. cenerar Ledser Detsair I . I , lr l,Reports t2 €q*tt*- fult fue-. S&il. Record Series Title Offte Storage Total V/}U c Office of Record - Notes/Remarks Finance (General) - Page 2 of 3 Ground Leasesa) Original, executsed leases b) Insurance documentationc) Correspondence & backup datad) Payment receipts Invoice Fj.les (City- Issued)a) Invoices b) Receipt copies c) Requests for invoice(from departments )d) Backup data Journal EnEries BackupFiles a) Monthly backup folders Journal Ent.ries/Books Ledgers Reportsa) ExpendiEure Ledgersreports b) Revenue Ledgers reportss Phone Listing Receipts Filesa) Receipt.s (whiEe copies) b) Remit.tance advicec) Backup data RedevelopmenE Agency a) Receipts b) Bank stat.ementsc) canceled checks d) Blue copies w/backup Redevelopments Agencya) WarranE register -original b) Warrant. register proof Iists Swaps execut.ed prior to July2L, 2OlO that expired beforeApril 25, 2011.a) Documents which relateto the terms of atransaction that were possessed on or afterOctober L4, 2OLO. 13 l4 15 16 l7 18 l9 20 27 E+1 AU+ 2 AU+2 5 3 1 AU+ 4 3 5 E+5 6 t: 5 AU+ 2 AU+2 10 3 1 AU+4 3 10 E+5 c Note: Includes invoices for alarmpermj.ts, encroachment permit.s, damages to city propertsy, ut.iliEies customerg services,license agreements, etc. NoEe: fncludes receipts for palment.s of sales taxes, propertsy taxes, trust deposits, and other paymenEs. Confirm with City Att.orney whether documents must be reEained under CFTC Final Rule: Swap Data Recordkeeping and Reporting Requirement.s : pre- EnacEment and Transition Swaps(Part. 45) . See CommodiEy FuEures Trading Conrnission 13 ee, cl'l/ae - furlt Wa S4oldt Record Series Title Oftlce Storage Total vftu c Office of Record - Notes/Remarks 22- Swaps execuEed on or afterJuly 21, 2010 that expired before April 25, 2O!L.a) Documents which relaEeto the Eerms of a Eransactionthat were possessed on or after December 1,7 , 2OfO. 23. Swaps executed prior Eo,on, or after July 21, 2010 andin existence on or afEer April 25 , 2O1,Lt a) Records of all minimumprimary economic Eerms daEa b) ConfirmaEions, Mast.er Agreement.s, Credit Support Agreements, ifin possession on or after April 25, 20L]..c) To Ehe ext.ent. the slYapis sEill in existence olrApril 10, 2013 and rhefollowing records are created or becomeavailable on or afterApril 10, 2013: Full, complete, and syatenat.icrecords, Eogecher withall perEinent daEa and memoranda, wiEh respecEto each swap ("Part 45.2Records"), including: E+5 E+5 E+5 E+5 C C (CFTC) Regulatj-ol: 46.2, parE of Dodd- Frank. Form: documenEs are to beretained in Ehe format in which they existed on or after OcEober 14, 2010 or any other chosen formaE. Retrievable: Documenls are tobe retrieved lriEhin 5 business days of CFTC requesE. Confirm with City AtEoraey whether documents must. be reEained under CFTC Final Rule: Swap Data Recordkeeping and ReporEing Requirement.s: Pre- EnacEment and Transj,tion Swaps(ParE 45). See CommodiEyFutures Trading Commiasion (CFTC) Regn-rlat Lon 46.2, parE of Dodd- Fran}. Form: documenEs are to beretained in the format. in which Ebey exisEed on or afEer December L7, 2OLO or any oEher chosen formaE, ReErievable: DocumenEs are Eo be ret.rieved within 5 business days of CFTC request.. Confirm with City AtEorney wheEher documenE s musE be reEained under CFTC Final Rule: Swap DaEa Recordkeeping and Reporting Requilements: Pre- Enactment and Transition Swaps(Part. 45). See CommodiEy Futures Trading Commission (CFTC) RegulaE ion 46.2, parE of Dodd- Frank. Form: documenEs are to beretained in elecEronic or paper form, as long as they areretrievable and informaEion in t.hem is reportable Ret.rievable: DocumenE s are to be retrieved wiEhin 5 business days of CFTC requesE L4 @ (1ta* - fur,lt W* Sddd. Record Series Title Office Storage Total vfi{t c Office of Record - Notes/Remarks Minimum Primary Economic Terms ExecuEed swap confirmations Master swap agreements Anendments to master swap agreements Credit support. agreements or similar agreements Amendrnents Eo credit support agreements Records demonst.rating enEitlemenC t.o electthe End User Exception Eo Clearing. 24. Swaps ent.ered into on orafter April 10, 2013 -a) rul1, compleEe, and syst.ematic records, cogeEher wit.h allpertinent data and memoranda, wiEh respectto each swap, including: . Minimum primary Economic Terms . ExecuEed swap confirmations . Mast.er swap agreements . Amendments to master swap ag'reemelrEs . Credit supporE agreenents or similar agreenents . Anendrnents Eo credit support agreementss . Records demonstrating ent.itlement Eo e lect the End User Exceptionto clearing 25 Travel Expense Vouchers 26 Trial Balance Reports 27 Utilities Cash Receipts E+5 CY 3 3 2 5 E+5 3 I 3 C Confirm with City Attorney whether documents must beretained under CFTC Final Rul-e: Swap DaEe Recordkeeping and Reporting Requlrement.s (Part 45) . See CommodiEy FuEures Trading Commission (CFTC) Reg.ulaEion 45-2, parE of Dodd- Frank. Form: documents are Eo beretained in electronic or paper form, as long as they areretrievable and information in them is reporta.llle Retrievable: Docurnents are tobe retsrieved within 5 business days of CFTC requesE 15 eq4'l/ae-fu*funS&Uo Record Series Title Otrrce Storage Total vMt c Ofiice of Record - Notes/Remarks Finance (General) - Page 3 of 328. Utilit.ies - CusEomerCertificaLes of Deposit 29 Utilities - Annual Reports Eo Federal Energy Regula- Eory Comnission (FERC) Utilities - Transmission Invoices 30 31 Warrant Register - Original(Includes back-up f i,les and Payroll, WarranC Register) Water work Orders / Bi1l1ngConstruction Jobs 32 33. Workers CompensationLiability a) Backup f ilesb) canceled checks '7 C+2 AU+2 2 T P T 7 C+2 AU+ 2 2 P Note: for this T (Termination) return of theof deposit Co record series, represents theoriginal cerEificate Ehe custsomer. NoEe: For Ehis record series, C ( Closed/Completed) represents fu1l payment of invoice l5 eq 4%e- fud. fuaoe S&Ut Record Series Title Offic€Storage Total vtHlc Ofiice of Record - Notes/Remarks Finance (Payroll) Page 1 of 21. Certification Records Payroll a) Certification sheetsb) Holiday recordsc) Fair Labor standard Act (FLSA) records d) vacation recap sheets e) Holiday r.ecap sheetsf) Overtime recap sheetsg) Biweekl,y tine sheets h) compensat.ion recaps &detailsi) Personnel Act.ion Forms (copies) 2 | 5 | 7 | - lNote: Official copies of personnel Action Forms are in Personnel Department . 2. Deductlon Authorizations I C | | C l- lWote, For Ehis record series,Files I I I I lc(closed/complered) represenrsa) w-4's I I I I lcfosure of a deductionb) OEher authorization forms I I I | | authori zatior:; auEhorizations may(deferred compensation) I I I I lbe superseded or Eerninated. 3. Deduction Registers T+3 I - lT+3 l- 4. Deferred compensation | 5 I | 5 ICarriers' Annual Actsivity I I I I t "":.rr."compensation I , I I , ICarriers' Quarterly AcEivity Reports 5. Labor Distribution Reports I au+z | - | nu*z | - 7. Leave ReporEs 2l-l2l 8. Payroll Bank Reconciliation | 2 | 3 I 5 I - Records a) MonEhly statementsb) Cancelled employeepayroll checks 9- Payroll Memo Checks 10. Payroll Registers 3l-l3l Pl-lPl t7 @a o(Oa*- fu12 Peb S&U. Record Series Title Offce Storage Total V/H/C Office of Record - Notes/Remarks Finance (Payroll) -Page2ol 2 11 Payroll SysEem Backup - Annua1 a) Deduction regisEers up Tapes back b) Proof lists backup c) Labor distribution reporEs backupd) Leave reports backupe) Payroll registers backupf) PERS list.ings reports backup 72 Payroll System Backup Tapes - Biweekly 13 Proof LisEsa) Payroll check proof tistb) Hours input proof lists Public Employees Retirement System (PERS) Actuarial Reportss & Studies Public Employees Retirement System (PERS) Annual Report to Part icipates Public Employees Ret ire - ment System (PERS) LisEings - Reports to PERS a) croup coverage detail 1i st ings b) PayroII summaries ReporEs to State & Federal Tax Agencies a) Quarterly tax wit.hhotd- ings disEribution reports b) tulnual tar< withholdings disErj.bution reportsc) Forms w-2 (official City copies )d) Transmittal forms L4 15 16 L'7 18. wage AssigTments Records 1 2 3 2 -7 '7 C+1 P 5 P 1 2 3 ,7 1 7 C+1 c Note: Reports may be submittedeither hard copy or on magnetic media . 1n 18 eb, oll/o,e - fusb Paa* S&tdt Record Series Title Office Storage Total vlHtc Office of Record - Notes/Remarks Finance (Purchasing) Page 1 of 11. Bid Files I I I z I s I -a) RequesEs for bid b) Vendor t istsc) vendor bidsd) correspondence 2- civil Defense - purchasing I s I - | s Records a) Purchase orders - depart.- ment copies 3- DepartmenE of Motor vehicles I T I I t I lNote' For this record series,(DMv) Files - city vehicles I I I I lT(Terminar.ion) represenrsa) pink slips I I I I I terminacion of use of rhe vehicleb) ResistraEion stips I I I I I 4. Equipment Maintenance " l, I l, | - Iroa., For rhis record aeries,warranty Files I I I I lT(Terminarion) represenrsa) Manuals & instructions I I I I I ter.irration of use of Eheb) warranty records I I I I lequipment. 5. Purchase order Logs I z I - | z I - 5. Purchase order Proof Lists I z | - I z I - 7. Etrchase orders - Nuneric lau+a | - lau*+ I -Files a) Purchase orders - yeIlow copies 8. surplus Materials /Equipmenr lau+a | - leu++ | - a) Purchase orders - green copiesb) Invoice copies 19 eq4he,r- futuWe S4.td. Record Series Title Offic€Slorage Total v,d.tc Office of Record - Notes/Remarks Finance (Treasurer) Page 1 of 1 1.Annual ReporEs of Financial Transacti.one to StateController Breach of Emplol.ment Contract - Sett.lernent Filesa) Pal.ment recordsb) Receipt copies Certificates of Deposit Files a) Certificates of depositb) Banl< statements c) Contracts for public funds Council Expense Vouctrers Fixed Assets Records Investment Records a) Funds avaiLable reportsb) Monthly investment transaction reportsc) Loca1 Agency Investment. Funds stat.emenEsd) Safekeeping statenentse) Daily bank confirmation records f) InvesEment transactionslipsg) fnvestmenE/cash j ournal entxiesh) quarterly investment report Investment Spreadsheetsa) Monthly recap of daily cash investment transactions Treasurer's Book P C+1 E+2 1 AU+4 2 2 P P P P C+1 E+2 1 AU+4 P P P Note: For Ehis record series, C (Closed,/ComPleEed) represenEsfinal pal.menE of seLtlement. CityClerk DeparEmenE has full documentation of emplo)ment conEract casesi Finance DepartmenEmaintains the financial set.tlemenE records - For this record series, T (Termination) represents sa le/di sposition of a fixed asset. 20 7. 8. eq4,U*-fuLPad*S&il. Record Series Title Office Storage Total vttltc Office of Record - Notes/Remarks FIRE DEPARTMENT Page 1 of 2 1.Address Fi lesa) Hazardous material reporEing forms (copies) b) Inspection reporEs c) fncident reports ( copies )d) Material safety data sheets (MSDS) e) Tan]( recorde f) correspondence Budget Files - Department Civil Defense -Admini-strative Files a) Questionnairesb) Ru1es & regulaEions c) Correspondence & backup daha Civil Deferse - Budget Files Civil Defense - Emergencyq)erat ion Plan communicaE ions/correspon- dence Chronological File Department of Motor Vehicles Driver Classificationa) Si,gnature cards Department of Mot.or vehj,cles Driver Training Recordsa) DMV form DL- 17 0b) Training Det.ail Information c) class outline d) Class calendar Equipment Files a) Manuals b) specificabionsc) Maintenance recordsd) Garage work orders (Department copies)e) Test recordsf) OSIIA certifications Field IncidenE Filesa) Incident reportss b) Fire/Police dispatch alarm tickets 6. 10 CY 2 AR 2 s 2 1 T T+1 C+3 10 3 11 AR 2 s 5 1 T T+1 C+3 NoEe: For Ehis record series, T (Terminatj,on) represenEs demolition of sEructures at. an address. Original hazardous maEerials reporting forms are in Health Department. Original incident reporEs are i-n recordseries No. 13, "Field IncidentFiles". NoEe: SigTrature cards expire after one year and nust be renewed annually - Note: For this record series, T (Terlrination) represents termination or reti,rement of employee. Note: For Ehis record series, T (TerminaEion) represents lermination of use of the equipmenc ( life of urit). 2L @4'l/*-fuLPdeo.S&ld. Record Series Title Ofhce Storage Total vtwc Office of Record - Notes/Remarks Fire Departmenl - Page 2 of 2 11 Fire Department Activity ReporE to Counci I -Biweekly L2 Hazardous Material Squad Personnel Fi 1esa) Training records b) Medical recordsc) Certificat.ions Manpower Reports13 14. Persomel Training Recordsa) Fire training records b) Hazardous material (oSHA) t.raining records c) Fire sciencecertifi.cates d) Hazardous material certificatese) Employee driLl records 15 Promotional Exam Postings Results 15 a) Exam results b) Correspondence Staff Meetings MinuEes Agendas 17. Station AcEiviEy Logs 18 Su.ltr j ect FiIes Vacation correspondence Logs19 2 T+ 10 2 T+5 20 10 AR 2 3 23 2 30 5 T+5 20 10 25 AR 2 Note: For this T (Termination) t.ermination or employee . record series, represents retirement of Note: For this T (Termination) t.erminaEion or employee. record series, represents retirement of 22 @ 4Aw - P@?'b fuea. S&rA. Record Series Title Offlce Storage Total vfiltc Office of Record - Notes/Remarks HEALTH DEPARTMENT Page 1 of 2 Address Files a) Business plans b) ConEingency plans c) Training plans d) correspondence e) vermin i.nspectionsf) water permiEsg) Hazardous materials permits h) Underground tanks permit.s i) Food permit.s & inspectionreportsj ) Hazardous materials inventories/manif est.e AdministraEive Filesa) lnt.er-office correspon- denceb) Memos c) sweeps Budget FiLes (Department ) Catering Trucks File3 a) fnspectionsb) Permits c) Renewals CitaEions Fil,esa) citations (copies )b) Sbatements of factc) Court documentation Cross - Connection Control Report.s Dog Licenses Hazardous MaEerials AdminiscraEive Filesa) correspondence b) Reportss & studiesc) Policies, procedures, directivesd) ContracEors l ists Inspector Activity Logs Jail Inspections10 Monthly (Activity) Reports to Counci I 11 C+1 3 AU+2 2 1 2 2 AR 1 CY 2 5 4 3 1 5 3 C+6 3 AU+ 2 2 5 5 2 AR 2 7 5 Note: For this record series, C ( Closed/Completed ) represents completion of occupancy by a business or tenant; a new occupantwill generate a new seE of records at Ehat address. Note: fncludes materials from Southern California Air Quality Management DistricE (SCAQI,ID) and ot.her county, state, and federal agencies - 23 eq4'l/e-tu*W*S4ant Record Series Title Ofice Storage Tolal VftUC Office of Record - Notes/Remarks Health Department - Page 2 of 2 Permit Billing Records Permits Register Remediation Case Fi lesa) St.udies & reports b) contamination daEac) Permits for soil boringd) Site safety plans Closed Underground Tank Records Pest Control Recordsa) Pestici.de Use ReporEsb) Employee Saf et.y Training Risk Management PrevenCionPlans (RI'IPP) 14 15 15 77 Rubbi sh Permits 19. Subj ect Files Correspondence 2 P P 2 C+5 2 AR I 2 P P 2 C+5 10 AR Note: For t.his record series C ( Closed/Completed) represent.sconpletion of occupancy by a business or Eenant at a particular address. @a (1/ar* - fub fua S&cldt Record Series Title Offic€Storage Total vfiltc Office of Record - Notes/Remarks INFoRMATToN TEcHNoLocy Page 1 of 35. Access Authorization ls+z I - I : h) City council I I I I lcouncil, Finance commj-rtee, andi) Finance Committee I I I I lnersonnel CommitEee. Official isj) Personnel Commj-ttee I I I I I in the Ciry Clerk Deparrmenr -k) r.r. Meetinss I I I I I1) safety Committee Meeting I I I I I8. Back-up server Tapes ls I I I lNorr, n"f". r.o Eape rorarionf) Data-Base Server I I I I lpoticy of r.T- DirecEive. c) Copies of I.T. Budget I I I I lis in rhe Finance Deparrmentd) Back-up Documentation I I10. ConsultanE Files I e*z I - 11- Administrative Personnel lcv+z I - I : a) Monthly Reportsb) Back-Up DocumentaEion c) correspondence a) Policies / Supporting Documerrtation b) vendor Documentation c) Correspondence ConmunicaEions of Importancea) E-mai1sb) LetEersc) Memorandums NOTE: DuplicaEe Series. Off icialFiles I I I I I is in the persormel and Financea) Persorurel Action Forms I I I I lDepartments. 8. ceneral Correspondence & lcv+z | - | 3 I 25 @ olTt* - Ra vb Paaar S&lda Record Series Title Ofrce Storage Total vtwc Office of Record - Notes/Remarks lnformation Technology - Page 2 of 39. Inventory I s+z I | 3 | lNotu, Electronic copies stored ina) Hardware I I I I I accordance wich Tape Rotsatsionb) software I I I I I eottcy.c) Software Licenses I I I10. Logs & Reports ICY+2 | - | 3 Procedures I I I I la1I manuals, poficies, anda) Technology Directive I I I I lprocedures, originating from t.heb) Equipment Maintenance & | I I I lr-r. Division.warrantees (Desktop and Laptop systens )c) Back-up Documentation 12. Network Infomation Systems JCy+3 | - I 4 Equipment a) Surplus Material and Equipment Reports b) Donated Material and Equipment ReporLsc) Destroyed Software Application Reportsd) Back-up Docunentation a) !.{agazines lmos. I lmos.b) Newspaper Articles I s I lSc) Reference Materials I S I ls14- Purchase Records ICV+Z | - | 3 | - lnOte, Dupticare series. Officiala) Purchase Requisitions I I I I lis in rhe Finance Deparr.menr. a) Destroyed Records List I I I I lis in the city clerk,s office.b) Records Retent.ion I S+fschedulelllll15. Retired sofEware and lcv+:- | I 2 | - lNote, Original in Finance. 26 @loJta*- fubPde.. S&A. Record Series Title Offce Storage Total vfiltc Office of Record - Notes/Remarks lnformation Technology - Page 3 of 3t'7. Computer Application I cv+z I I :Traininga) Training HandouEsb) Training Logsc) Performance Surveysd) Back-up Document.atioD 18. rnformation Techrology I e+Z I l-Proj ects a) Request for Quotes/ Proposalsb) vendor Responsesc) Back-up Documentation 19. virus/Trojan Informarion lcv+z I | 3 a) Publications b) Certification of Compliance c) Correspondence gY+1 I - | 221. Travel, Meetings, Seminars & Menberships a) Back-up Documentat.ion 22. Agreement.s & ConrracEs le*Z I I I INOTE: DuplicaEe series. Official a) Execured Agreemenrs c I I I I li= in the ClEy Clerk's Offi.ce. Contracts b) Irrsurance Documentatj-on 23. Telephone sysrem lcv*z I I e I |I9TE, original billing is in the a) Bilting oocumenEaeion I I I I lrinance Departmenc. b) Correspondence c) Back-up Documentat ion 27 eat cl'l/e - Pu* Ru* S&tdt Record Series Title Otrlce Storage Total vtHtc Office of Record - Notes/Remarks Gns aruo ELEcrRrc (Customer Services) Page 1 of2 1.Abnormal Read Reportss (Meters )Billing Registers - Hard copy Billing Registers - Micro-fiche (Original ) Billing Registers - Micro-fiche (work copies) Collection Agencies Monthly Summary Reports 5.Customer Service Billing Syst.em Backup Tapes Customer Services Historical Data Financial Transactions Report.s a) Daily accounts receivable report.s b) Month end reports c) Pa].ment posting reportssd) write-offs reporEs Lock Box Recordsa) Lock box reports b) Copies of payments c) DeposiE Eotalsd) Bi 11 sEubs Met.er Readings - Computer Tapes Operational Reports a) 48hr. disconrect reportsb) Final notice report.s c) Shut-off reports Palment. Stubs 10 11 ReporEs to U. S.of Energ-ya) Monthly b) Quarcerlyc) Annual 13 Department 2mo 2mo '7 1 C+1 s AR 1 2 S 2 2 1 2mo 2mo 7 1 C+1 s AR 2 2 s 2 2 Note: Hard copy is kept untilmicrofiche copy is verified, then can be destroyed. Note: For this record series, C ( Closed/Completed ) represents closure of all outstanding collection accounts. 28 h otl/e - futl Rrut S&ldt Record Series Title Ofr'cr Storage Total VDUC Office of Record - Notes/Remarks Gas and Electric (Customer Services) - Page 2 ol 2 14. Service Address Files a) ApplicaEionsb) credit reports c) Community servicereporfsd) Electrical inspection reports e) water liabil.ity forms f) Requests for power load g) h) daEa Contsrol cardsElectrical work orders(original ) Water work orders(copies) AccounE adjustmene documenEation Special meter readings Banlrupt.cy docunentaEion Collection accounEg doculnentation i) j) k) 1) m) c 2 NoEe: Original waEer work ordersare in Community Services - Wat.er 29 edrct'l/e- fuaLWn S&/t Record Series Title Offc€Storage Total vft1lc Office of Record - Notes/Remarks Gas and Electric (Dispatcher/System Operations) Page 1 of 2 1.Bul-k Porder Log SheeEs Communications /Correspon - dence Chronological Files Dispatch Orders Division AdministraEion Reports a) office supplies reporEsb) Departmentsal supplies reports c) Forms reportsd) Phone use reports e) Phone bill reportsf) Security activity reports Manuals, Po1icies, Pro- cedures, & Bufletins a) General operat.ions b) Electrical systsen c) Water systemd) Work practices Monthly Activities ReporEs Safety Meetings Reports swiEching Prograns System Administration Fj,les a) Dispatcher shift updaEe & duties b) Key locker reportsc) switching summaries d) substation upkeep reports e) chart naintenance & storage reports f ) over-generation/Resource reportsg) ceneration training reports h) circuit map variance reportsi) Operator weekly task Iistsj) shift trade reportsk) Shift trade requests System Documentation Back- up - Floppy disks l-0 10 2 10 s 1 3 5 S 10 2 10 s 1 3 5 2 S 30 eq 4r*. - fuo'b Rde.. S&ld, Record Series Title Office Storage Total vilvc Office of Record - Notes/Remarks Gas and Electric (Dispatcher/System Operations) - Page 2 of 2 11 System l.ogs a) Elect.rical system eventsb) water system events L2 System q)erat.ions Monthly ConErof CenEer Activity Reportsa) Monthly dispaEch orders summariesb) Monthly switching pro- grams summaries c) Monthly water reports d) Monthly counter reading reports e) Monthly interruption reporEs f) Monthly peak amp reports System Operatsions Reports -Electrical a) Daily amp reports b) Generation reports c) Kwh reading (generation) d) BuIk power confirmation reports e) Interruption reportsf) Monthly peak amp reportsg) counter reading reports h) Dispatch orders report i) Shifts check reports Systsem OperaEions Reports - Water a) Daily waEe! reports b) MonEhly waeer reports c) Elevated tarJ< reporEs 13 L4 15 Syscem PrinEs, Schematics Drawings 10 10 3 3 s 10 10 3 3 s Note: If either syst.em is shut do$m for an extended period, keep the last 10 years of system logs for future reference. In t.hat. case, the system logs would be mainEa.ined indef iniEely unEil the system is reactivaEed, at which time the 10 year retenEion would sLart again. Note: The monEhly activity reporEs are compilations of individualreports listed elsewhere in thisretention schedule. Monthly activity reports are mai,ntainedfor a longer period of time for reference and management. information purposes. 31 eb ol'l/aa,. - 2d. Rrut S&ldt Record Series Title Office Slorage Total vtHtc Office of Record - Notes/Remarks Gas and Electric (Engineering) Page 1 of 2 BudgeE Filesa) Calculations b) work papers Contractors /Consultant sFiles Correspondence ChronologicafFiles Easements (Origj-na1s) Engineering Drawings/ Blueprints Mylar Origilrals EquipmenE Recordsa) Manuals & technical datsa b) TesLs & inspectionsc) Studies & reporEs d) Maintenance data Equipment Specif ications Interruption Report Analysis Joint Pole Committee Hand- books Joint Pole Commit.t.ee Meet -ing Minutes Pole Records - Card Files 7. 8. 9. 10 11 12, Pole Transaction & Main- tenance Records a) Bills of sale (Form 44) b) Invoices c) Authorizations for j oinEpole transacEion d) Memorandum notices of j oint pole work (Form 48) 1 C+1 2 T T s 1 s 2 T t-0 1 C+1 2 T S T 1 2 T 10 Note: Utilities Engineering is theoffice of record for a1l easements obEained bet$reen August 1, 1933 and June L4, 7978- The City Clerk DeparEment is the office of recordfor all easenents obtained from June 15, 1978 and forward- Note: For this T (TerminaEion) Eermination of equipment - record series, represent.s use of Ehe NoEe: For Ehi s T (Termination) lerminaEion of record series, represents use of the pole. 5. 5. ed, ol'l/4,, - fu* W* S&lda Record Series Title Ofltce Storage Total v/lvc Office of Record - Notes/Remarks Gas and Electric (Engineering) - Page 2 of 2 13 - hrblications from outside Sourcea a) Technical publicaEions b) SEandarda & practices c) Vendor cat.alogs & publicaEions 14. Subject & Correspondence Files 15. Work Olders AR AR 1 AR AR 1 33 @ot,/ae- fu .Rmt S&ue Record Series Title Offic€Storage Total vfi.uc Office of Record - Notes/Remarks Gas and Electric (Power Plant Operations) Paoe 1 ot 2 1.Air Quality Managenent.Diserict (AQMD ) Fuel ReporEs Air Ouality ManagemenEDistricE (AOMD) Permit.s Air QualiEy ManagemenE DistsricC (AOMD) Source Tests 2. 3. 4. Auxiliary Man Log Sheets 5. Budget Files 5. Cooling Tower-WaEer Chemj.cal AcEivity Sheets 7. Cooling Tower-water Chemical vendors Filesa) Monthly reports b) correspondence 8. 9. Crane Maintenance ReporEs EguipmenE Maintenance & Inspection Records a) cranl<case inspecEions b) Generator run sheets c) Lube oi1 sample resultsd) Plant lubrication reportse) Ring & cylinder inspections f) Turbine computer log readoutsg) Turbine inspecEionsh) Turbine 1og books i) cenerator running hoursE\eI & P1ant. Inventories ceneraEion Reliabil-ity Reports Generation ReporEs GeneraEor Kilowatt Readings Generator TesE Recordsa) TesE daEa & reports Hazardous Mat.erials Manifests 10 11 L2 13 14 15 2 10 2 2 2 5 5 2 2 2 1 s 10 2 2 2 5 5 5 2 1 NoEe: All Hazardous Material manifesEs are tso be t.ransferredUEilities Administ.ration filesafEer one year retent ion. 34 @totrw-fudePwrS&ldt Record Series Title Ofiice Storage Total VEUC Office of Record - Notes/Remarks Gas and Electric (Power Plant Operations) - Page 2 ot 2 16. MaE.erial SafeEy Sheets 17. OperaEions Log Books 18 Peraonnel Job Assigrment. Sheets Personnel Safety & Training Reports Time SheeEa (Daily) a) Employee's daily t.ime sheets b) Subcontractors' daily t.ime sheetE Turbine Activity Sheets 19 20 2l AR 10 2 1 2 5 AR 10 2 t 2 5 NoEe: ff diesel plant is shuE down, keep the last 10 years of Operations Log Books for futurereference. In EhaE case, Ehe Log Books would be mainEainedj.ndefiniEely until the plan! is reacEivated, ac which time tshe 10year retenEion period would start again. 35 I €q nl'ltn* - Rdt fuq S&Ut Record Series Title Office Storage Total vttllc Office of Record - Notes/Remarks Gas and Electric (Resource Planning) Page 1 of 3 Amual Division ReporUs Annual Reports to Federal Energy Re$rlatory commiasion ( FERC) Bulk Power Purchasing/Sup-plier Records a) Agreenents ( copies )b) Evaluations c) FinanciaL datad) Reports & studies e) Correspondence & backup dataf) Bill copies Bulk Power Purchasing ,/ Sup-plier Work Files a) AgreemenEs (copies) b) Rvaluations c) Financial daEa d) Reports & studiese) Correspondence & backup dat.af) Bill copies Caf if ornia Energy Commission (CEC) Fi I ings a) DockeE filings b) Common Forecasting MeEhodology (CFM) filings California Energy Commission (CEC) Filings - work Filesa) Calculations & workpapers b) Procedures & guidelines Consultsant Files a) Monthly reporEsb) Correspondencec) Backup daEa Correspondence Chronological FiLes Environmental Consultant Files a) Monthly reporEsb) Correspondence 5 5 AR C+3 s AR 2 I C+5 5 5 C+5 AR C+3 s AR 2 I Note: Original agreements are in the City Clerk DeparEmenE. Thisrecord series contains records taken from the 'Bu1k Power Purchasing/Supplier work Fi 1es"(record series No. 4) which have been selected for long Cerm reEention (completion of the Eermsof the agreement plus 5 years) . These records are used by Ehisdivision for research and evaluation. NoEe: Original agreemenEs are in Ehe CiEy Clerk DepartsmenE. Thefiles in Ehis record series are reviewed annually for long termvalue; records to be retained become parE of record series No.3, "Bu1k Power Purchas ing/Supplier Records". 35 @cl"*- fufuRao* S&Ut Record Series Title Offic€Storage Total vfi{/C Office of Record - Notes/Remarks Gas and Electric (Resource Planning) - Page 2 of 3 10 Federal Energ-y Regulatory Commission (FERC) Filings a) Docket filings 11 Federal Energy Regr.rlatory Commission (FERC) Filings work Files a) calculat.ions & work- papers b) Procedures & guj-delines Litigation Fi lesa) Transcripts & exhibits b) Rulings/j udgementsc) Correspondence & backup data 13 Load DaEa Reports Manuals, Procedures, BulleLins 15. Power Operations Reports 15. Project Historical Records a) Studies & reportsb) correspondence c) Permit application documents (copi.es )d) ResoluEions (copies )e) Licensing informationf) Bond datag) Progress reportsh) Financial anaLyses i) News clippingsj) Consultant proposals & backup datak) Meetings minutesl) Agreements (drafts & copies ) m) Mailing listsn) Engineerj.ng data t2 C+3 S AR S+2 5 C+5 C+3 S C+5 AR S+2 5 C+5 Note: This record series does notinclude amual reports to FERC; see record series No. 2, "AnnualReports to Federal Energy Regxrlatory Commission (FERC) " . Note: For this record series, C ( C Iosed/ Completed) representsfinal ruling on a case and conpletlon of the appeal process. NoEe: This record series containsall manuals, procedures, & bulletins originating from the Resource Planning Divi.sion. Notes: Original, agreements andresolutions are in City C1erk Department. Original permit. applications are j.n organization is sui.ng the permits. Includestransnission and generationproject.s. The files document a1l aspects of a project, including development, construction andoperations. This record series contains records taken from t.he "Proj ect Work Fi1es" (record series No. L8) which have beenselected for long term retention(completion of Ehe project. ptus 5years) . Ttrese records are used bythi,s division for research andevaluation. 37 @(itu-fuLfu*S&14. Record Series Title Office Storage Total vtHtc Office of Record - Notes/Remarks Gas and Electric (Resource Planninq) - Paqe 3 of 3 17. ProjecE Work Files a) SEudies & report.sb) correspondence c) Permit applicaEion documents ( copies )d) Resolutions (copies) e) Licensing informaEion f) Bond daEag) Progress reporEsh) Financial anaLyses i) News clippingsj) Consultane proposals backup data k) MeeEings minutes1) Agreementss (drafEs & copies ) rfl) Mailing 1i stsn) Engineering data 18 RaEes Schedules a) ReEail tariff schedulesb) wholesale raEes schedules Rates - work Fi lesa) Calculacions & work- papers b) Backup data Regulatory Agencies Mmin-istrative Files a) SEudies & reportsb) correspondence c) RuLes, regulations &guidelines d) Docket filings & back-grourd daEa (other power companies ) Southern California Air Quality Management DistricE ( SCAQMD) Fi.lingsa) Permits ( copies )b) correspondencec) Backup daEa Souehern California cas Company Billingsa) BiIl copies SubjecE & CorrespondenceFiIes 19 20 2r 23 AR S+5 s AR E+5 2 AR AR S+5 s AR E+5 2 AR Not.es: Original agreemenEs and resolutions are in City Clerk DepartmenE. Original permit applications are in organizat.ionissuing the permitss. Includes transmission and generat.ion projecEs. The files docurnent aIIaspects of a project, including development, consEruction and operacions. The fiLes in tshis record series are reviewed annually for Long term value; records Eo be reEained become part. of a record series No. 17, "Project Historical Records". NoEe: Includes files for reg'ulatory agencies such as the Federal Energy Regulatory Commission (FERC) , California Energy Comnission (CEC) , and Southern California Air quality ManagenenE Dist.rict (SCAQMD) . Notse: Original pennits are in Power P1ant. Operat.ions Division. 38 e4offie-Rd.RuaS&Ut Record Series Title Office Storage Total vfi1tc Office of Record - Notes/Remarks HUMAN RESOURCES Page 1 of3 Computerized Personnel Sum- rnary Information a) salary datab) Address c) Classificaeiond) Emergency contacts Manuals, Policies, Pro- cedures, & Bulletins 3. Personnel BenefiEs Records a) b) EnroIlment. documentation Retirement (PERS) data Benefit.s datac)d) coBRA daEa 4.Personnel Files - Acti.ve Employees a) Applications b) Employrent verif icaEion(I-9) records c) Disciplinary actionsd) Absence report.s e) salary data f) EducaEional data & reimbursements g) h) classif icaEion records Attendance & time off i) PicEuresj ) Reference checks k) Resumes 1) orienEaEion check-off sheeEs m) CommendaEionsn) Emergency conEact infor- mation.o) Personnel Action Formsp) Psychological ProfiLes S+2 T 5 S+2 E+7 T C C C NoEe: This record series containsall manuals, policies, procedures, and bulletins originaEing from the Personnel/Risk ManagemenE DeparEmenE . Note: For Ehis record series, E (Expiration) represents EheexpiraEion of benefit.s for the employee, and his or her spouse and dependent.s (if applicable).Includes medical, denta], lifeinsurance, retiremenE, and oEherbenefits programs. Not.e: For this record series,T(Termination) can represent. terminaEi.on or retirement of employee. At Ehat point, the Personnel File becomes parE of Ehe appropr j.at.e record series(Personnel Files - Terrninat.ed Employees or Personnel Files -Ret.ired Employees). 39 eUtofi/ae- fu*Wa SdaU. Record Series Title Office Storage Total V/H/C Office of Record - Notes/Remarks Human Resources Page 2 of 3 5.Personnel Files - Retired Empl-oyees a) ApplicaEions b) EmploymenE verification(I-9) recordsc) Disciplinary actions d) Absence reports e) f) g) h) salary data Educational daEa & reim- bursemenEs Classif ication records AEtendance & time offi) Pictsuresj ) Reference checksk) Resumes1) Orientation check-off sheets m) CommendaEions n) Medical,/denEal claims documentation o) workers compensation recordsp) Emergency contact. infor- mationq) Personnel Action Forms r) Psychological profi les CY 2 3 C Ilursuant to Resolution 7187 adopted JuIy 28, 1998. Police Department employees personnelfiles retailred for t.otal of 5 years . 40 @rttt*-fuLiWES&A. Record Series Title Ofnce Storage Total V/H/C Office of Record - Notes/Remarks Human Resources Page 3 of 3 Personlel OuarterlyEvaluations hrblications from Out.side Sources a) Reference books & materials b) Job openings, noEices, & flyers c) Employee informat.ion publj.cations Recruitment Fi les a) Job applj-cationsb) TesEs c) Resumes & correspondenced) EligibitiEy l ists 3 AR C+3 3 AR C Note: If a gualified applicant ishired, the conEenEs of this recordseries will be Eransferred to the Personnel File for that individual . 4t e447/e-fudtWmS&ldc Record Series Title OfFce Storage Total V/H/C Office of Record - Notes/Remarks RISK MAMGEMENT Page 1 ot 2 Accident Investigation Committ.ee Files a) Investigation documen-tation b) conclusions / f indings Claims Against the City a) Claim forms b) correspondence c) Investigative reports d) Administrator correspon- dence and reports. Department of Motor Vehicles PuI1 Notice Records Fidelitsy Bonds Employees City FiIe Permits Filesa) Correspondence b) Certificates of Insurancec) Backup Data Loss Run Analysis Reports a) General Liability reportsb) Workers Compensation reports Medical/Dental Claims Files a) Claims documentation (copies ) b) Psychological EvaLuat ions Medical/DentaI ProgramsAdministrators Fi 1esa) Backup data & reports b) Billing copiesc) Correspondenced) Contracts (copies ) C+1 C+1 1 C+5 C+5 5 T E+3 5 4 P P '7 1 P P 5 T E+3 C Note: Final documentation is inCity Council records and/orpersomel f iles. Notes: Orj-ginal claims forrns, correspondence and documentation are vrith the individual employees and the program admj-nistrators. The records represented in this record series are added to anindividual's persorllrel file upontermination or retirement (see Personnel Department retention schedule) . Note: For this record series, E (Expiration) represents expiration of the contract withthe adninistrator. Originalcontracts are in City Clerk Department. 42 @olltaw- fualrR@o. S&d. Record Series Title Office Sto.age Total vlHtc Office of Record - Notes/Remarks Risk Management - Page 2 o't 2 9. Occupational SafeEy & Healtsh Administration .200" (OSHA) logs 10 Reinsurance Policies Fi 1esa) Policy documentation b) origj.nal policies c) hrblications d) correspondence e) Backup data Reports to Finance Depart -a) MonBhly workers compen- sation reports. b) MonEhly auto insurance reports Saf ety Committee Meetings Agendas & Minutes 11 12 13 Tailgat.e Meetings - MinuEes a4 workers Compensation Case Fi,le s a) Pre -emplo)4nent ptrysicals b) Claims c) correspondenced) Reports e) 5020 Formsf) Dw-1 Formsg) workers compensation logh) Physician designaEion forms Workers Compensation Insur- ance Administrators Fi Iesa) Contracts (copies )b) Correspondencec) Backup data & reports Public Self-IDsurer's Amual Report (Non-JPA Mem.ber ) 15 l6 5 P '7 P P E+2 10 P P 5 P 7 P P P P 10 V Note: This record series isrequired by California OSHA maintained by the city for years. to be NoEe: Includes insurance policies for workers CompensaEion, Property, cenenal Liability, Boilers & Machinery- Informationis also retained by Ehe Independent Cities Risk ManagementAuthority (rcRMA). Note: This is departmental reviews . t.he name given tosafety meetings and Note: The records represented byt.his record series are added toindividual' s personrel fite upon terminat.ion or reti-remenE (see Personnel Department retentj-on schedule) . Note: For Ehis record series, E (Expiration) represelEsexpiration of the conEract with Ehe adninisErator. Original conEract and contract documentsare in City Clerk Department. 43 @qq*- fubRe-,Sc/.U. City Attorney's Office TiEle ReEent.ion citation YlH/c De s c ript i on/Not e EAdministrative & ceneralfiles Current. + 2 years GC 34090; DeparEment. preference Includes CiEy Attorney's Office writ.ten correspondence and other adminisEraEive records noE maintained elsewhere in Eheret.ention schedule Browrr Act - Correspondence, Miscellaneous Research,Training MaEerj-aIs closure + 10 years GC 34090; Department preference LegaI opinions/Memoranda PermanenE GC 34090; Department preference (c)Includes all 1egal opinion memoranda issued by Ehe CityAttorney's Office ContracEs and AgreemenEs- Purchase agreements, Outside Counsel Agreementss, and OEhersNot MainEained ElsewhereIn The Retent.ion Schedule Terminat ion + 5 years GC 34090; CCP 337 et seq. Contracts and Agreementss(copies ) Termination +2 years GC 34090; Department preference Originals maintained elserrhere in the reEention scheduleCity Council Closed Session Files Current. + 5 years GC 34090; Departnent preference (c)Includes City AtEorney's office memos, notes and noEices; Original notices and minutes maintained by Cit.y ClerkLiability Claims andInvestigaEion Files (Non- Lltigat.ed) Closure + 5 years ccP 34090; Department preference (c)PotenEia1 claim files, civi Iclaims files not resultingin Litigation, any other invesEigaEion records notresuleing in liEiqaEionLabor crievances (copies )CLosure + 5 years GC 34090; Department preference (c)Includes labor arbitration, facEfinding, alL other matt.ers related Eo MOUS Original grievances andgrievance responaes maint.ained by Human ResourcesLitsigacion Files -Regarding Real properEy PermanenE.GC 34090 (a)(c) Litigation Files -Regarding Tort.s, Property Damage, Code Enforcernent,collections, ContracE,Pet.itions and Writs (Non- Land Use) , AbaEement, Municipal CodeViolations, AnyLit.igation Case File Not Under Anobher Category Closure years 10 Si.gnificant cases, which have lasting imporEance or set legaL precedenE , Shou1d be kepts permanently cc 34090 (b)(c) 44 e4ofi/e- fuLRer S&14. Other Case Files - Pitschess Motions,Banlruptcy, Su.bpoena Duces Tecum closure + 5 years GC 34090; Department. preference (c) Settlement Agreements Fulfillment of terms + I0 years If original not. maiDtained elsewhere underretention schedule, should be kepE permanently Final SeEtlement Agreementgenerally nanaged as a separaEe record by City Clerk 45 eb40*-fuLWaS&ld. GLOSSARY OF RECORDS RETENTION DEFINITIONS AEaual Revlew - Yearly review of operations, procedures, policies, or documents relating to the reEenEion schedule. rAudit - Review for accept.ance of records relating to operations,policies and procedures, financial documentation andhistorical documents by regnrlaEing agencies. tCloaed/ Coryleted - A file or record on which action has been completed andto which an audit or furEher action is not. likely Eo occur - ConfLdeotial - A record of information requiring protection against unauthorized disclosure. Curr€D,t - The current year. Elect.ion - Voter ballots and other documents regarding currenE CiEypublic elections. Explratloa - The act of coming to a cIose. rlllgtorlcal - In appraisal , the value aEtributed t.o a record whichpreserves documentation on significant historicalevents including the CiEy,s operations, origin,policies, authorities, functions, and organizations, aswell as sigrrificant administrative decisions. rPerDaaeDt - Recorded information which is required by lav, t.o beretained; or lvhich has been designated for cont.inuouspreserwation because of its administrative or historical significance. *Superseded - The replacement of an existing document. TerniDatio!. - Discontinued (example - employmenE, Eerm of office, useof equipment., permits, et.c...) *Vltal - Those records containing information necessary to conEinue the operation of government, affirm the powers and dut.ies of government and to protect E.he rights alrdinterests of persons. r Definitions taken from the August 1999, Local covernmenE RecordsRetention Guidelines, City Clerk,s Association of California. 46 STAFF REPORT GAS & ELECTRIC DEPARTMENT RECEIVED FEB I3 2OT? CITY ADMINISTRATION uhr DATE: TO: FROM: RE: February 21,2017 Honorable Mayor and City Council KellyNguyen,DirectorofGas& Electric Department -@ CflCLERK'SgfggE Originator: Todd Dusenberry, Utilities Operations Manager RECEIVED FEB I 6 2017 Amendment No. I to the Electric System Service and Maintenance Agreement for Electric System Maintenance with Petrelli Electric, Inc. Recommendation A. Find that approval of the proposed action is exempt from California Environmental Quality Act C'CEQA') review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Approve Amendment No. I to the Electric System Service and Maintenance Agreement for Electric System Maintenance with Petrelli Electric, Inc. to be extended for an additional five (5) years; and C. Authorize the City Administrator to sign proposed Amendment No. I between the City of Vemon and Petrelti Electric, Inc., in substantially the same form as submitted herewith. Background On May 1, 2012 the City Council adopted Resolution No. 2012-60 authorizing the issuance of a request for proposals (RFP) for electric system maintenance, testing, upgrades and repairs to the City's electric system infrastructure and related facilities. Petrelli Electric Company was determined to be the most responsive and cost effective bidder and, in tum, was awarded a five (5) year agreement, with a provision to extend for an additional five (5) years upon mutual agreement, to maintain the City of Vemon electric system on July 17, 2012 through Resolution No. 2012-139. In acknowledgement of Petrelli Electric Company's stable, competent and dedicated workforce, attentive service to City of Vemon customers, exemplary safety record and contributions to industry recognized electric reliability, Vemon Gas and Electric staff recommends the agreement Page I of3 be extended. Section 7.1 of the agreement allows the City to extend the agreement for an additional five (5) years which would begin Juty 17,2017 and expire on July 17, 2022. There will be no changes to the terms, conditions, and/or fees for services and equipment referenced within the original agreement. The Amendment has been approved as to form by the City Attomey's Office. Petrelli Electric has provided the City exceptional service in the maintenance, testing, inspection, repair and installation of capital improvements to Vemon sub transmission and distribution syitems and related facilities. Consistency and stability are key contributors to Petrelli Flectric io111p-y'r success, outstanding safety record and efficient response and restoration capability in demandhg situations. With the majority of Petrelli Electric Company's key staff members working in the City since 2003 and many possessing 20 to 35 years of experience in the industry, the City is able to depend on the Petrelli's collective historical knowledge ofthe system, rely on the recommendations of industry experts and trust in the positive working relationships that have been built over the course of more than a decade of collaboration. Over the course of the agreement, Petrelli Electric Company's performance has made it possible for Vemon Gas and Electric to receive national notoriety as one of the country's leading utilities in the areas of safety, reliability, workforce development and system improvements. Overall excellence in these important categories culminated in Vemon Gas and Electric receiving the American Public Power Association Reliable Public Power Provider Diamond award. Petrelli Electric Company's first-rate safety record, overall craftsmanship in the maintenance and constuction of ay.t"- improvements and effrcient restoration of electric system interruptions equate to reliability metrics that when benchmarked nationally with other utilities, rank Vemon Gas and Electric consistently in the top l0%. In comparison to contractor's providing similar services across the region, Petrelli Electric Company's rates have proven to be extremely competitive. Petrelli Electric has proven to be an integal part of the Vemon business community, participating in the City's defense against AB- 46, sponioring events throughout the City and working closely with the chamber oJ commerce. Althoug,h Petrelli Electric contracts with other larger utilities such as Southem Califomia Edison and Los Angeles Department of Water and Power, Petrelli Electric Company always puts the City of Vemon and its customers' needs first. The City can rest assured that in times of greatest need, Petrelli Electric Company will alswer the call. Petrelli Electric Company has a crew on call at all times to respond to any emergency events that occur at any hour impacting the electric system. The City is in an advantageous position with regard to Lmergenciis seeing that Petrelli Electric has crews that work outside of it. City for othei utilities that can be dispatched to the City quickly to restore service in, adverse conditions. During the wind event of 2012 that destroyed a significant portion of the 66KV sub transmission system between the City and Southem Califomia Edison, Petrelli Electric was able to amass a large crew in a very short time frame in order to recover quickly from this disaster. Petrelli Electric, through the City's involvement in the Califomia Utilities Emergency Association Mutual Assistance Program, has assisted neighboring utilities recover from natural disasters, assuring the Ciry of reciprocal services should the ciry be impacted by a major event. In conclusion, the Vemon Gas and Electric staff feels strongly that for the puposes of safety, reliability, system improvement, historical knowledge, employment industry best practices and Page 2 of 3 overall efficiency and cost effectiveness, the agreement between the City of Vemon and Petrelli Electric Company be extended for and additional five (5) years. Fiscal Imnact The Contractor shall not incur costs and expenses exceeding the amount set forth in the budget that will be approved by the City Council, as per Section 5.3 of the Electric System Service and Maintenance Agreement between the City of Vemon and Petrelli Electric, Inc. Attachment(s) 1. Proposed Amendment 2. Agreement between City of Vemon and Petrelli Electric, Inc. Page 3 of 3 AMENDMENT NO. I TO THE ELECTRIC SYSTEM SERITCE AND MAINTENANCE AGREEMENT BETWEEN THE CITY OF VERNON AND PETRELLI ELECTRIC, INC. This Amendment ("Amendment No. 1") to that certain Agreement for electric system service and maintenance dated July 17 , 2012, (the "Agreement"), is made as of July 17. 2017, by and between the City ofVernon, a California charter city and municipal corporation (the "Ciry"), and Petrelli Electric, Inc. ("Contractor"), a Califomia corporation. WHEREAS, the City and Contractor are parties to a written Agreement, dated July 17, 2012, under which Contractor provides electric system service and maintenance ('the Agreement"); and WHEREAS, the Ciry and Contractor desire to amend the Ageement to renew the Agreement for an additional five years effective h;Jy 17,2017, through July 17,2022. A copy of Contractors communication dated February 13,2017, is attached hereto as Exhibit A. NOW, THEREFORE, the parties to this Amendment No. I agree as follows: 1. The Agreement has been renewed for an additional five (5) year period, and the Termination Date is amended to July 17 ,2022. There are no further renewal terms beyond this one final five-year renewal term. 2. Except as expressly modified by this Amendment No. l, all provisions of the Agreement shall remain in full force and effect. 3. The provisions of this Amendment No. I 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, berween the parties with respect to the subject matter of this Amendment No. 1. 4. 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. [SIGNATIJRES FOLLOW ON NEXT PAGE] -l- CITY OF VERNON a Califomia charter city Petrelli Electric, Inc., a Califomia corporation and municipal corporation Carlos Fandino, City Administrator ATTEST: By: Name: Title: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attomey By, Name: Title: 2 Exhibit ?Ufnnt0i, wstr {:{s SAFIErY' OUAIITY " *RV'CE february Xl, 2017 Attn: Mrs. Kelly Nguyen Director of Gas & Electric City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 9(X)58 Electric System Service and Maintenance ABreement Agreement Extension Petrelli Electric hereby formally requests to extend the original agreement an additional five years, ending July 12, 2022, as stated in section 7.1 of the ori8inal a8reement, dated July 12, 2012. Respectfully, Cindy Petrelli President kdli Estlc lnc. . 11615 lhyenpori Ro!d, Agua Arhe CA 91390 ' Dlrxt 661.268.?312 , Far 80l-28&7331 . wv{w.p€ro blodnc,com S..utdr1-,Pm.ut- ELEC'TRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT This Electric system service and Maintenance Agreement (this "Agreemenf) is dated as of JuIy 17, 2012 the ('Effective Date"), by afld between CITY OF VERNON, a Califomia municipal corporation ("Vernon'), 4305 Santa Fe Avenue, Vemon, CA 90058, and PETR-ELLI ELECTRIC, INC., a California Corpotation (,.Contractor,). RECITAI,SI A. Vemon is the owner of transmission and distribution facilities that provide electric service to the City of Vernon; B. Contractor has expertise and knowledge in the maintenance and service of electtical infrastructure, including transmission and distribution facilities; and C. From the Effective Date and for the Term (as defined below), Vemon desires to engage contractor and contractor desir€s to accepl said engagement to perform the maintenance and service on the Elechic system (as defined below), pursuant !o the directives of vemon and under the tenns and conditiors set foth herein. AGREEMENT: NOW, TIIEREFORE, for good and valuable consideration, the receipt and suffrciency of which is hereby acknowledgd and in consideration of the muEal covenmts and agteements contained herein, the parties do hereby agree as follows: 1. DEFINITIONS;INTERPRETATION. 1.1 Delinitio4!. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in this Section 1,1 , "Agreemcnf' shall have the rneaning set forth in the introductory paragraph. 'Tankruptcy Law" shall have the meaning set forth in Section 7.2.2. "Books and Records" shall have the meaning set forth in Section 3.4.1. "Business Day". means every day oiher lhan a Sattrday, Sunday or a day which is a legal holiday in the State of Califomia. "Confidential Informadon" shal[ have the meaning set forth in Section 12,5.1 "Deliverables" means written materials cr€ated, written, or developed fot Vemon and delivered to Vemon in connection with the Services. "Effective Drte" shall have the meaning set forth in the introductory paragraph. "Electric System" means all elechic transmission and distribution facilities and odrerelectrical infrastruchrre now owned or hereaffer owned by Vemon that is used for providing electric service in vemon, including the 66 kv hansmission system, overhead and undergrouni distribution systems, substations, sheet lighting systems, trarsformers and service lines. "Emergency" means a sihration in which a Parg reasooably believes immediate action is necessary to prevent regulatory non-compliance, bodily injury, loss of life, interruption in tlre transmission or distribution ofelectricity, or damage to the environment or to property, including the Electric System. "Emergency work" means the services required to (i) respond !o Emergency calls as set lofh in SE9!i9!_3& and (ii) prevent or mitigate as much as practicable any thr:eatened damage,injrly o1 Ioss caused by an Emergency affecting the safety or protettion of persoos 1rendangering any property, including the Electic Sysrem. "Envlronmental Law" means alr Laws rerating ro (i) rand use and environmental matters, (ii)_the control of any polluhnt, or p,tection of the air, water, or land, (iii) solid,gaseous or liquid waste generation, handling, h€atrnent, storage, disposal or tramportation, (ivj exposure to hazardow, ioxic ot other h rmful substances, ana 1r; the piotection'ini enhancement of the environment. "EOP" shall have the meaning set forth in Section 3.5. 'FERC" means the Federal Energy Reguratory commission, and any successor to thefirnction thereof. "Force Majeure Event" means any act of God, labor distrnbance, act of the public enemy, war, insurrection, riot, fire, storm or flood, exptosion, or any order, regulation orreshiction imposed by govemmental, military or lawfirlly establishid civilian -authorities (il*Uq prsvents one Party from performing any of its obligations under this Agreement,(ii).which muld not reasonably be anticipated as of the date of 0ris Agreement, (iii) which is noiwithin the reasonable control of, or the result of negligence, willftll misconduct, breach ofcontract, int€ntion4l act or omission or wrongdoing on the part of the affected party (or any subcontractor o1 affiliatg of that Party, or "o/r"oJ, ,,nder the control of that p"rtyl, *a (iul which by the exercise ofdue diligence the affected party is unable to overcome or aroid or ca.,seto be.avoided; orovided nothing in this clause (iv) shall be construed so as to require any party to accede or agree to any provision not satisfactory to it in order to settle and terminate a striki orIabor dispute in which it may be iuvolved. without limiting the generality of the foregoing aForce Majeure Event does not include any of the following: (l) events ariling from tni railureby contractor or any of its personnel or subcontractors to provide the servict required to beprovided hereunder, including to maintain the Electric system in accordanco with tbisAgreement; (2) any increase of any kind in any cost; (3) delays in or inability of a party to obtain financing or other economic hardship of any kind; (4) failure of third partid to proviile goods orservices essential to a Party's performance; (5) Electric System failure or equipment fiilure ofany kind;-or (6) any changes in the financial condition ofa party, or any subcontractor orsupplier affecting the affected Party's ability to perform its obligations und"r tiri" Agreem"ot. "Good Utility Practices" means any of the practices, methods, standarcls, and acts engaged in or approved by a significant portion of the electric utility indushry drning the releyant time petiod, or any of the practices, methods and acts which, in the exercise of reasonablejudgment in light of the frcts known at the time the decision was made, coutd have been expected to accomplish t}e desired result at a reasonable cost consistent with good business practices, reliability, mfety and expedition. Good utility practices is nor intended ro be any oneofa number of the optimum practices, methods, standards or acts to the exclusion ofall oihers, but rather to be acceptable practices, merhods or acts generally accepte/ in the region. 'GOP" shall have the meaning set fbrth in Seclion 3.5. "Covernmeatal Approval" means any authorization, consenl, approval, license, nrling, permit, tariff, certification, exemption, filing, variance, order, judgment, decree, declaration ;rpublication of, notices to, or registration by or with any Govemmental Authority havingjurisdiction over the Electric System "Govemmental Authority" means any national, state or local govemment, any political subdivision thereof or any other governmental, judicial, public, or. statutory instnrmintality, authority, body, agency, bureau or entity or any arbitator with authoriiy to bind a party at Law. "Ifazardous Subgtances" mearu any chunicals, materials, substances, or items in any form, whether solid, liqui( gaseous, sernisolid, or any combination thaeo{ whether waste materials, raw materials, chemicals, finished products, by-products, or any other materials or articles, which are listed or regulated as hazardous, toxic or dangeroug or for which liability or shndards of care arp imposed, under any Environmental Law, including petroleum producs, asbestoe, polychlorinated biphenyls, coal combustion by-products, urra formaldehyde foam insulation, lead+ontaining paints or coatings, and any substances included in the de{inition of "hazardous debris," "hazardous substances,' "hazardous materials,', .lrazardous was!es," .toxic substances," "pollutants," *contaminants" or words of similar imporl under any Environmental Laws. "Law" means (i) any staurte, law, nrle, regulation, code, ordinance, judgment, decree, writ,. order, concessioq gran! ftanchise, license, agreernent, directive, guideline, policy, requirernent, mandatory standards or criteria, or other governmental restriction or any ii*ili. form ofdecision ofor determination by, or any binding interpretation or administration ofany ofthe foregoing by, any Governmental Authority, whether now or hereafter in effect or (ii) any requircmenB or conditions on or with respect to the issuance, maintenauce or renewal of any Govemmental Approval or applications therefor, whether now or hereafter in effecl "Materials and Supplies" shall have the meaning set forth in Section 4.2. *NERC" means the North American Electricity Reliability Corporation or its successor thereto. "Off-Hours" means the hourc between 3:30 PM and _700:\M on any Business Day and the hours betweeo 00:00, Pff ana Zl:O0]pft, onEy Aa[otner ttra, a nusiness Day. "Pacilic Prevailbg Tlme- means Pacific Standard Time or Pacilic Daylight Time, as applicable. '?trty" or "Pardos" means individually Vemon or Contraotor, and collectivoly Vernon and Contractor. 'Permits" means any permits, approvals and authorizations iszued by any Govemmental Authority to, or obtained by, Vernon, which are neoessary to operrte and maintain dre Electric System. "Permn" me{ns any individual, corporation, partnership, joint ventue, Iimited liability company, association, joint stock company, trust, unincorporated organization, entity, gov€mment or other political subdivision. "Routine Work" means routine maintenance work, including line patrol, switching, replacement of minor components, minor modifications and additions, and other routine work normally required on electric utility systems, consistent with Good Utility Practices. "Servicei" means all of the services and ruintenance to be performed to maintain the Electric System in a safe and reliable condition pursuant to the requiremarts of this Agr€ement, including switching, performing routine and emergency rcgairs, maintenance and construction on the Electric Syst€m and the other scrvices specified in Article 3 of this Agreement. "Standing Work Order" means a Work Order for Routine Work that has been pre- approved and established by Contractor and Vernon and authorizes Contractor to perform Routine Work therzunder. '"Term" shall have the meaning set fordr in Section 7.1. sWork Order" shall have the meaning set forth in Section 2.2. 'lVernon's Representrtive" shall have the meaning set forth in Section 4,4. 1.2 InterDretatlon, In this Agreemcnt, unless a clear conEary intentiori appears: (a) the singular number includes lhe plural number and vice vasa; the definitions of terms apply equally to the singular and plural forms ofthe terms defined; (b) reference to any Pason includes such Person's successors and assigns but, in case ofa Party hereto, only ifsuch successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) refercnce to any gender includes the other; (d) reference to any agreemont (including this Agreement), document, instrument or tariff means such agreemenl doamren! instrument or tariff as amended or modified and in effect from time to time in accordance with the terms thereof an4 if applicable, the terms hereof; (e) rcftrence to any Article, Section, or Appurdix means such Article of this Agreernent, Section of this Agreement, or such Appeodix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition; (f) "hereunder", "hereof', "hereto" and words of similar import shall be deemed references to ftis furcement as a whole and not to any particular Article or Section or other provision hereof or thereof; (g) "including" (and with correlative meaning 'include') means including withort limiting the generality of any description pr€ceding such rerm; (h) relative to the determination of any period of time, "from. means.,fltom and including,,, ..to- mians .to but excluding" and "through" mears "through and inctuding"; (i) reference to time shall always referto Pacific Prevailing Time; and O reference to any 'day" shall mean a calendar day unless otherwise indicated. 2. ENGAGEMENT;WORKORDERS. 2,1 Gcneral. Subject to the terms and conditions of this Agreement, Vemon hereby engages contractor, and contractor hereby accepts such engagement to perform the servicespurcuant to the terms of this Agreement, as an independent contraclor and not as an agent or employee of Vemon during the Term 2.2 Wol'k l0r!!ers. All of the Services shall be performed plrrsuant to a work order("work order"), issued by vemon &om time to time in accordance with the requirements ofthis Agreerhort. The work order shall include, as applicable, the requirements set forth on PIibtt 4 C'Work Order Requirements"). Norhing in this Agreement shall obligate Vemon to issue a work order. Prior to initiating any services, other than Emergency work or Routinework, contractor shall obtain wriften authorization from vernon pursuant to a work order for the proposed Services. Wotk Orders shall be issued for the following categories: 2.2.I Maior Worlc Any major modifications, extensions, additions or improvements to the Elechic Systern, including work that requires souctural replacemurt, such as poleq switches and traosformers, and large maintenance jobs estimated to takl more than one crew day, ('Major Work") shall be performed pursuant to a Work Order for Major Work As- built documemtation identified all Mqior work performed and any otier Deliverzbies specified in the work order shall be provided to vemon promptly following completion of the Major work 2.2.2 Emereency Worlc Contractor shall mobilize and commence Emergency work in response to emergency calls within one hour of receipt of any call for Ernergency wori< pursuant to section 3.3.3 and shall seek a written work order for such Emergency work by 9:00 a.m. PPT on the next Business Day after the Emergency work is initiated. All other Emergency work shall be perfonned by contractor as soon zrs possible following an Emergency. contractoi shall telephonically notifi vemon of any Emergency discovered by contractor as soon as practicable following the occurrence thereof, and shall seek a written work order for such Emergency Work by 9:00 a.m. PPT on the next Business Day ater the Emeryency Work is initiated. As{uilt information shall be provided upon completion of such Emergency work. contractor shall not be entitled to paylnent for perfonrance of Emergency work, unliss such Emergency Work is approved pursuant to a written Work Order obtained as provided above. 2.2.3 Routine Work, Routine Work will be completed under Standing Work Orders specilically established for such Routine Work. Cbnhactor and Vendor will collaborate on establishing a process for issuing Standing Work Orders 2.3 Schedulins of Work. A Work Order may be issued by Vernon or requested by contractor. Ifrequested by contractor, contractor shall provide vemon's Representarive with iproposed plan for the performance of services under a proposed work order by no later than 9:00 am PPT on Monday of each week. Each proposed Work Order shall contain the Wotk Order Requirements. Vemon's Reprcsentative shall review such proposed Work Order and approve or rnake modifications to such proposed Work Order by no later than 2:00 pm on the day such prcposed \l/ork Order is provided. Once the Work Order is approved and/or modi{ied by Vemon's Representativq Contractor shall be authorized to pefform the Services pursuant to and as set forth in the approved Work Order. The timing for submittal of Work Orderc and Vemon's approval or modification of such Work Orders may be changed by mutual agreement of the Parties. 3. DTITIESANDRESPONSIBILITIES 3.1 Independent Contractor and Standard ofCrre. 3.1.1 Independent Contractor. Contractor shall perform and exerute the provisions of the Agreement as an independent confractor to Vemon and shall not in any respect bo deemed or ar-t, or hold itself out, as Bn agent of Vemon for any purpose or reason whatsoever. Contractor is an independent contractor and all of its agents and employees slull be subject solely to the control, supervision, and authority of Conhactor. Vemon and Contractor disclaim any hrtention to create a partnership orjoint venture. Contractor shall not be entitled to act for, or have any power or authority to assume any obligation or responsibility on behalfof, Vemon. 3.1.2 Comnliance Oblications. Contractor shall perform its obligations hereunder in accordance with and in compliance with the following: (a) Vemon's conskuction and operation standards and codes, EOP and GOP, Gefleml Orders 95, 128, and 165, National Electric Safety Codes, ordinances, rules, regulations, and operating procedures; (b) the requircments under the irrsuznce policies maintained under this Agreement; (c) Good Utility Practices; and (d) all applicable [aws, including Laws promulgated and enforced by NERC and FERC, Govemmental Approvals and Permits. Contractor shall use all commercially reasonable efforts, consistent with Good Utility Practices o perform its obligations hcrcunder in a marner so as to (i) minimize expenses and liabilities of the Electric System; (ii) optimize the useful life of the Electric Systerry and (iii) minimize downtime and disruption of the Electric System. 3.2 Services. Conhactor shall provide all services and maintenance.to keep the Electric System in a safe and reliable condition, in strict accordance with the terms of this Agreement and pursuant to Work Orders issued to Contractor from time !o time. Such Services shall inctude, but not be limited to, the following. 3.2.1 Wort to Electric Svstem. At he direction of Vemon, and pursuant to a Work Order, all modifications, extensions, additions and improvements in and to the Electric System, as shall from time to time be required or necessary for the Elecric System to s€fle, in a safe and reliable manner, the electric power requLements of Vemon and its customers, both pres€nt and fi,rtue. Such work shall include: (a) installation of transformers, switches, cutouts, lines and facilities on the 66 kV transmission system and disttibution systems as required for repairs, rcplacements, new custroners and system expansion; (b) runoval of urderground and overhead facilities no longer needed; (c) performance of olher work on undergncund and overhead systems; and (d) Emergency Work. 6 3.2.2 Troubleshooting. At the direction of Vemon puniuant to a Work Order, carry out troubleshooting activities, including responding to customer calls and complaints, haveling to various sites in the City of Vemon, assessing and estimating failures or damages, safely restoring service as guickly as possible, and reporting on system and equipment stahrs. 3.2.3 Maintenance. Contractor shall provide Vernon with monthly maintenance and inspection schedules identi$ing the location and circuit name of the equipment inspected. Contractor shall maintain and inspect the Electric System pursuant to the requirements of General Order Nos. 95, l2E and 165. The maintenance and inspection schedule shall include the following: (a) insulator washing (transmission, distribution and zubstations); (b) street lighting inspection; (c) customer substation inspection; (d) manlrole and underground cable ins@ion; (e) pole irrspection and t€sting; (f) dishibution circuit inspection; and (g) transmission system inspection. Contractor shall maintain a system database to track and report inspection results and corresponding repains/corection. All documented work performed shall meet or exceed the requirements of General Order 165. Contractor must submit reports ofall inspections to Vemon within thirty (30) days ofthe completion ofsuch inspection. 3.2.4 New Facilities. If a new facility is ro be constructed by Vemorq Contractor shall be allowed an opporhrnity to submit a bid or proposal io construct such facility. Vemon reserves the right to permit the electric customer requiring such new facility to construct such facility and to negotiate an agreement for thc conshuction of such facility with potential contractors, including Contractor. Vernon shall not be obligated to use Contractor for the corutructibn of such new facility. 3.3 Personnel 3.3.1 Personnel. Contraclor shall fumish all labor, personnel md supervision required for the performance ofthe Services in a safe, productive and eflicient manner during the Term, including office and field stafr Contractor shall staff and maintain a construction and operations headquarters within the city limits of the City of Vemon, as shall be requircd or oecessary to meet the nerds and requirements of Vemon and its custome$, both present and futue. Contractor shall ensure its employees are qualified (and if required, licensed, cettified or registered) and experienced in the fi:nctions to which they are assigned. lfrequested, Contractor shall provide to Vernon (i) evidencc of the competorce of such personnel including details of theit previous experience and qualifications and (ii) details of the working hours, salary levels and all other matters relating to the employnent of Contractor's employe€s. All individuals engaged by Contraclor in the performance of the Services shall be the employees of Contractor or its subcontractors, and their working hours, rates of compensation and all other matters relating to their employment shall be determined solely by Contractor or the applicable subcontractors. Contractor shall, at all times during the Tena have full supervision and control over Contractor's employees and shall at all times maintain appropriate order and discipline among iB persormel and shall cause each subcontractor to maintain similar standards with respect to such subconhactor's employees. Upon Vernon's request, Contractor shall provide Vemon with the qualifications ofany or all management personnel employed in connection with the Services, If Vemon reasonably deems an ernployee of Contractor or any subcontractor as under-qualified, disruptive, non-cooperative or otherwise mdesirable at t}le Electric System, Vernon may reqtrcst the immediate removal of such employee from the performance of the Services and the replacement ofsuch €mployee for the performance ofthe Services. 3.3.2 Staffing Levels. Without limiting the foregoing, Contraclor shall pmvide the minimum level of employee staffrng set forth in Exhibit B. Such shall be pre'approved by Contractor and shall be dedicated to perform Services on the Elechic System. An orgarrization chart reflecting this stalEng .requirement is attached hereto as Exhibit B-1. Contractor may supplement this level of staffing with the pre-approval of Vemon's Representative, to the extent lrecessary 0o perform the Services. Contractor shall not inqease or decrease this level of stafling by adding or deleting full{ime employees wi0tout the prior written approval of Vemon. In the event Vernon wishes to incr€ase or decrease the staffing level provided for herein, Vemon shall be permitted lo do so upon providing thirty (30) days written notice to Contrac0or. Contractor may also supplement this level of staffing through the use of subcontoclors, if pre-approved by Vemon, to the extent necessary to petform such Services; provided such subcontractors and subcontracts are approved in advance in writing by Vernon and meet the requirement of Section 3.3.5. Subject to Section 4.2. Conhactor may bill Vernon as a sfaight pass through with no mark up its costs for such prior appmved subcontractors and subcontracts. 3.3.3 Off-Hour Staffrne/Emereencies. Contractor shall keep a minimum of one full crew on standby to respond to Emetgency calls, troubleshooting calls, and service cslls during Olf-Hours- Contractor shall provide a weekly list of the dedicated staff that will be available to rcspond to such calls. Personnel on standby must respond to Vemon within one hour ofcall out from Station A. Contsactor shall bill Vernon two hours per day "Straight Time" per employee on stand by schedule. ConEactor shall send a copy of standby call out sheet no latcr than 08:00 A.M. PPT of each Monday. 3.3.4 Training. Contractor shall send all employees that shall be perfonuing Services on the Electric System to J.A.T.C training. Contractor shall be compeasated for such training expenses. If any such tsained employee leaves Contractor before three years after completing the Joumeyman status, Contractor shall reimburse Vemon the total cost of such J.A.T.C. training incuried for such employee. 3.3.5 Subcontracton. Any subconracting of the Services pursuant to Sectiong.! shalt not relieve Contractor of any of is duties, liabilities or obligations heteunder, relieve Contractor of its responsibility for tlre performance of Senices rendered by any subconftactor, or cGate any relationship between Vernon and any subcontractor. Contractor shall be solely responsible for the payment of any subcontractor and shall be rcsponsible for the acts, omissioos and errors and defauls of its subcontractorc. Each subcontract shall be in writing and shall contain provisions giving Contractor an uruEstricted right to assig the subconkact and all benefits, interest, rights and causes of action arising under it !o Vernon. At dte request of Vernon, Contractor shall provide Vemon with copies of all warranties of each subcontractor relating to any of the Services, and Contraclor shall comply \uidr any request by Contractor upon the termination ofthis Ageement to assip the benefit ofany subcontraclor warranty to Vernon. 3.4 Reoortins and Recordlns Kecoinq, 3.4.1 Record Keqing & Reportine. Contractor shall maintain service ond rnaintenaoce records concorning Contractor's performance of the Services and all other books, records, accounts and bank statements, and ruch invoices, proofs of paymort and othgr materials as Vernon may reasonably request as support thereof related to the performance of the Services, which records shall be properly created and maintehed in accordance with generally acceped accounting principles ('Books and Records'). The Books and Records Shall include, but not be limited to, the following: (a) Ouarterly Repo:!. A quarterly report submitted to Vemon within fi{Ieen (15) calendar days after the end of each calendar quader containing sufficient information, detail and documentation as may be reguested by Vernon relating to the Scrvices performed for the preceding calendar quarter. (b) O0rer Reoorts. Such other rcports and/or documentation prepared by Contractor conccrning its activities hereunder as may be requested by Vemon from tirne to time. Contractor shall make such Books and Records available for a period ofthree (3) years following teflnination or expiration of this Agreement upon no less than seventy-two (72) hours' notice 0o Contmctor, for inspection and audit by Vernon and/or its designated representative, during normal business hours and at the operations headquarters of Contractor, or other location agreed to by Vemon and Conhactor. Contractor shall cooperate in any audit o[ such request that Vernon may undertake. Upon the expiration or termination of this Agre€ment, Contractor shall as soon as practicable, but in no event mone than sixty (60) days following the date of such expiration or termination, deliver all ofthe Books and Records to Vemon. 3.5 Ilealth & Safetv. Contractor shall ensure fial adequate measures are taken to ensure the safety of all personnel and subcontractor personael performing Services on the Electric System and shall cause such personnel and subcootractor perconnel to fully comply with a safety plan prepared by Contractor and approved by Vemon, In addition, prior to performing any Services, all Contractor penronnel and subcontraclor personnel must receive training from Vemon's personnel on Vemon's Electric Operating Procedures (.'EOP) and General Operating Procedures ("GOP'). 3.6 Hazardous Substenc€s. Contractor shall nol nor shall it permit any subcontsactor to, bring any Hazardous Substances onto the real prcperty on which the Elechic System is located or incorporate any Hazardous Substances into any portion of the Electric System, other than Hazardous Substances to be ued by Contractor in a rnanner that both (i) does not violate any applicable [aws, and (ii) is consistent with Good Utility Practices. Contractor shall, and drall cause each subcontractor to, minimize the use of Hazardous Substances in the performance of its obligations hereunder. Conhactor shall provide to Vernon material safety data sheets for any Hazardous Substances b,rought onlo Vemon property. 3.7 'Authorized Representative. Within thirty (30) days after the Effective Date, Contractor shall appoint an individual representative authorized and empowered to act for and on behalf of Contractor on all matters conceming this Agreement and Contractor's obligations hereunder, and shall promptly notifo Vemon in writing of the identity of such reprcsentative. Contractor shall not replace its representative without the prior consent of Vemon. Whenever this Agreement requires the approval, cons€nt or some other action of Contractor, Vemon may rely on the approval of or consent oi or other action taken by, the authorized rcpresentative. Notwithstanding the foregoing, Contractor's representative shall not have the authority to amend any ofthe provisions of this Agreement. 4. VERNON'SDUTIESANDRESPONSIBILITIES. 4.1 Use of Citv Owned Prooertv. Vemon shall provide Contractor with access to a city-owned building and a storage yard on city-owned prope'rty io utilize in connection with the performance of its Services, including for the warehousing of supplies, materials and vehicle.s. Vernon shall be respomible for maintenance and upkeep of such facilities, including for the All materials, supplies, tools, equipment, hardware, pment requtred for the performance of the Services ('Materials and Supplies"), shall be procured by Conhactor as follows. Contractor shall first determine whether the Materials and Supplies are avaitable as inventory items from Vernon. If such Materials and Supplies are availablg Contr-actor shall issue a requisition order in Vemon's accounting and reponing EDEN software syst€m. Contractor shall be reimbursed for the costs of such Materials and Supplies as follows: (a) if Contractor is reimbursed by Vernon within twelve (12) Business Days ofthe issuance of the requisition order in the EDEN system, Contractor shall be reimbursed for the direct costs of such Materials and Supplies without additional overhead or mark-up; (b) ifConhactor 1s not reimbursed for such costs within such twelve (12) Business Day period, Contractor shall be rcimbursed the direct costs of such Materials and Supplies, plus a mark-up of ten perc€rrt (10/o). All Moterials and Supplies procured by Contractor shall rernain part of inventob/ of Vemon and shall be logged into Vernon's EDEN inventory database and shall be available for purchase. Upon termination of this Agreement, Contractor shall retum all Materials and Supplies to Vernon. 4.3 Vehicles. Vernon may provide Contractor with city-owned vehicles for Contractor's use in connection with performing the Services. If Vernon does not provide vehicles for Conhactor's use, ConFactor shall provide all vehicles required for tre performance of the Senrices and shall bill Vemon for the use of such vehicles pursuant to the monthly rates agreed upon for such vehicles in the attached E {ibj! t If not provided by Vernon, all service vehicles reasonably required to fulfill Contractor's obligations hereunder shall be acquired in an expeditious manner and maintained in accordance witlr Good Utility Practices. Vemon shall provide Contractor wlth all fuel used in such vehicles in connection with Conlractor's performance of the Services. 4.4 Authorized Reoresentatiye. Within tNrty (30) days after the Effective Date, Vemon shall appoint an individual representative ( "Vernoo'g Representative") authorized and empowered to act for and on behalf of Vemon on all matters conceming this Agreemort and Vemon's obligations hereunder, and shall prompdy notify Contractor in writing of the identity of Vemon's Representative. Whenever this Agreement requires the approval, consent or some other action of Vemon, Contractor may rely on the approval of or consent of,, or other action taken by, Vpmon's Representative. Notwithslanding the foregoing, Vemon's Representative shall not have the authoriiy to amend any ofthe provisions of this Agreement. 5. COMPENSATION, 5.1 Cost ReimbursemenL It is the desire of Vemon to retain contractors having highly qualified linemen; therefore, as an incentive to hire and re0ain such qualified linemen, Vcrnon shall reimbuse Contractor for up to ten ('10) days of vacation days per year for each employee of Contractor performing Services, if Contractor chooses to offer vacation to such employees. Vemon shall reimburse Contractor fon (a) Conhactor personnel time performing tlre Services at the rates ranges set forth on Exhibit D allocable to the Contractor personnel who perform Services under this Agreement; (b) Materials and Supplies in accordance witlr Section 4.2; (c) the reasonable, dir€ct and documented costs and expenses for rental of equipment not provided by Vernon at the rates set forth in Exhibit C and; (d) the rgasonable, dir€ct and doctmenkd costs incurred by Confactor solely and directly related to the performance of the Services. The rates set for& in Exhibit D may only be increased during the Term to the extent Contsactor's costs increas€ under dre 'Califomia Outside Line Conshuction Agreetnent between Westem Line Construcio$ Chapter of N.E.C.A. and Local Union No.47 AFL-CIO Intemational Brotherhood of Elechic Workers." Contractot shall pmvide Vemon with evidence to the satisfaction of Vernon of any such rote changes thirty (30) days prior to the date such rate change becomes e{fective. All rate changes must be appmved by Vcmon City Council prior to becoming effective under this furcem€nt. All reimbursable expenses shall requirr written receipB, invoices and/or timesheets in detail reasonably acceptable to Vemon. Notwithstanding the following costs and exp€Dses shall not be reimburmble and Contractor will not be entitled to recovery with respect to any of he following: (a) Costs incurred, including time spent by Contractor personnel, not directly supporting the work to be provided herzunder (e.g., administering corporate policies, preparation of corporate training materials, intemal financial reporting, financial contsols, etc.); (b) Costs to obtain and/or maintain licenses, certification and other permissions of Governmental Authorities to generally conduct business in Califomia or the City ofVernon or elsewhere; (c) Cost of compliance (including attomeys' fees) with any of Contractor's indemnification obligations as set forth in this Agreeinent; (d) Dispute resolution expenses related to disputes under dris Agreem€,nC (e) Cost of attorney time incuned in relation to amending, negotiating or interpreting this Agte€ment or resolution ofdisputes under this Agreement; (f) Bonus, incentive compensation, grahities (except a.s incrured as a component of prop€r business travel or relocation expense), or corporate ent€rtainment expense; ll (g) Costs or payments incurred or owing by Contractor as a rcsult of orin connection with any mistake, action, inaction or omission constituting gross negligence, traud or willful or wanton misconduct by conhactor, its persomel, iti ag€nts or any Contractor personnel as drc case may be; (h) Taxes assessed against Contractor for income tax, corporale tax, profit, franchise, business, personal property and other tares assessed by a Governmental Authority for or on account of any income or profiLs accruing to or earned by contractor in connection with the performance of the services hereunder or ary of its operationg or any taxes arising from the employment or independent contractor rclationship between Contractor and its personnel; or (D Fines or penalties imposed on Conhactor or its subcontractors in connection with the performance ofthe services hereunder. 5,2 Pavment of Costs and Exnenses. On or before the first Business Day (Monday through rhursday only) of eaoh calendar month, confiractor shall submit a "Maintenance and Administration Bill", which bill shall contain current inventory accounting repo(s and work order reports, with sufficient supporting data covering activities engaged in and services performed by Contractor. All accounting shall comply with FERC accounting principles and Vernon's accounting system. contractor in consultation with vernon shall develop a muhrally agreeable form to be used for monthly accounting and reports. Untess the amounts set forth in the Maintenance and Administration Bill are disputed by Vemon in accordance with Sectionl!!, Vemon shall pay the amounts due within thirty (30) days after receipt of the Maintenarce and Administrafi on Bill. 5 3 Annual Aqsrcqate Exoenditure Cao. Notwithstanding anything to the contrary set forth herein, in any year of ihe Term Vemon shall not authorize, and Conhacior shall not incur, costs and expenses exceeding the amount set forth in the budget approved by Vernon,s City Courcil, which amount shall in no evetrt exceed Twetve Million Dollars ($ 12,000,000) in th€ aggregate for any yeBr. 6. REPRESENTATIONSANDWARRANTIES 6.1 Contractor hereby represents and warrants to Vemon that: 6.1.1 Onanization and OuaJification of Contractor. Contractor is a corporation duly formed and validly existing and in good standing under the laws ofthe state of caliibmia Contractor has the requisite power and aufhority to carry on its business as it is now being condrrcted. Contractor is duly qualified or licensed to do business in each jurisdiction where the actioru required to be performed by it under this Agreement makes such qualification or licensing necessary. 6.1.2 Authoriiv. Contractor has all requisite power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution and delivery by Contractor of this Agreement, and the performance by Contmctor of its obligations hereunder, have been duly and validly awhorized by all necessary limited liability compflny sction. This Agreement has been duly and validly executed and delivered by conhactor and constitutes the t2 legal, valid and binding obligadon of Contractor enforceable against Contractor in accordance with its terms, except ,ts the same may be limited by banhlptcy, insolvency, reorganizatioru arrangement, moratorium or other similar laws relating to or affecting the righls of creditors genaally, or by general equitable principles. 6.1.3 No eoalliqts: Consents and Approvals. The execution and delivery by conhactor of this Agreement does not, and the perforrnance by contractor of its obligations under this Agreement will not: (a) conflict with or result in a violation or breach ofany ofthe terms, conditions or provisions of the organizational documents of Contractor; (b) require any filings, approvals, consents, authorizations or notices with or of any Governmental Authority, or (i) violate or breach any law or any writ, judgment, order of decree in any action in which Contractor is a party or by which Contractor is bound, or (ii) require the consent or approval of any Govemmental Authority mder any law applicable to Contractor. 6.1.4 Litigation. Contractor is not subject to any judgment, decree, injunction, nrle or order ofany Governmental Authority or any arbitrator that prohibits the performance of Conkactor's obligations hereunder. 6.1.5 Performance. Contractor is skilled and experienced in performing servicesof the natur€ required io maintain the Electric system and is qualified to pedorm ill of its obligations hereunder in accordance with the terms and conditions of this Agreement 7. TERM;DEFAULT;TERMINATION. 1.1 Term of Asreemetrt. This Agreement shall be offective and enforceable begiruring on the Effective Date and continuing therealter for a period of five (5) years unless e&rlier teminated in accordance with the provisions hereof or upon mutual agreement of tlre Parties. Upon mutual agreeEent of the Parties and approval of the Vernon City Cormcil, the term of this Agreement shall be extended for an additional five (5) years after the expiration of thc initial term ("Term'). 7.2 Termlnation by Vernon. Vemon shall be entitled to terminate this Agreement by delivery of written notice of termination to Contractor for any ofthe following events: 7.2.1 Performance Default Contractor is in material deFault of is duties and obligntions hereunder, which default shall remain rmcured trirty (30) days after contractor shall have received written notice of such failure from Vemon; provided, however, that such cure period shall be extended an additional sixty (60) days if: (a) the natur€ of such obligation or obligations is such that more than thirty (30) days are rcquired to cure; (b) such bresch is susceptible of cure within such additional sixty (60) day period; and (c) contracor is proceeding with diligence and in good faith to cure such breoch. 7.2.2 Bankruotqv or Insolvency. Any of the following events shall have occurred with respect to Contractor: (i) filing of any petition or action under any bankruptcy, t3 reorganization, insolvency or similar law ("Bankruptcy Law"); (ii) any affirmative act of insolvency (including the cons€nt to the entry of an order for relief in an involuntary case, consent !o the appointment of a receiver, any assignment for the benefit of creditorc or the admission of its inability to pay its debts as they become due); (iii) the filing of an invohrntary pctition under any Bankruptcy Law which is not dismissed or stayed wilhin sixty (60) days trereafter; or (iv) the appoinhrent ofa receiver or tnBtee, which appointment is not dismissed or stayed within sixty (60) days thereafter. 7.2.3 Breach of Reorcsentatious and Warranties. Any representation or wamanty made by contractor in this Agreement contains an untrue or misleading statement of material fact as of the date made and such untrue or misleading staoemeot has, oicould have, a material adverse effect on Vemon or on the ability of contractor to perform its obligations hereunder, which remains uncured thirty (30) days after Contmctor shall have received inritten notice ofsuch breach from Vemon. 1.3 Remedles. 7.3.1 DalgaeeyRemedi€s Cumulative. Without limiting the rights of Vemon hereunder, Contractor shall be liable for all damages caused by its default heteunder. In additionto exercising the rights granted in this Section 6, vernon may exercise, concurently or separately' any right or rernedy or take any action available to vemon at law or in equity to recover amounts due and unpaid and damages and expenses resulting from a contractor'sbreach. In addition, Contractor agrees that damages may be an inadequate remedy for conhactor's default under this Agreement, and that vemon shalt be entitled to seek specific performance, injunctive or other equitable rclief against Contractor. - 7 .4 Procedure upon Terminatio!. Upon termination of dris Agreement, the following shall occur: 7.4.1 Dsmissal. Except for obligalions intended to survive terminalion, Contractor shall be reliwed ofany and all obligations hereunder and ofall responsibility for and shall perform no firther duties or acts with respect to the Electric system, except that contactor shall (a) promptly tum over !o Vemon all Materials nnd Supplies being used by Contractot inperforrning its obligations hereunder, (b) retum the Books and Records, (c) assign any subcontracts or other agreements with manufacturers, suppliers and.vendors, to the extent requested by Vernon, to v€rnon or any substitute or replacement coflractor, (d) if requested by vernon, assist vernon in selecting a substitute or r€placembnt contractor, and (e) if requested by Vcrnon, cooperate with the new contractor of the Electric Facilities and provide all reasonable ossistance to the new contractor as may be requested by Vemon for up to three (3) months. contractor shall conduct the foregoiug activities set forth in this seotion 7.4.1 in a manner so as to prevent, limit or mitigatg any harm or disruption to the normal operation and maintenance of the Electric System. 7.4,2 Expensos. Contractor shall issue a final invoice to Vemon for Serviceb rendered under this Agr€ement or any work order for which contractor has not been paid in accordance with section 5.1. vernon shall pay conlractor flor such services; provided Contractor has complied with Section 7.4.1. 14 7,5 Congeouential Damages. Vemon shall not be liable for special, incideutal, exemplary, indirect, punitive or consequential damages arising out of its performance or non- performance under this Agreement, whether based on or clairned under contract, tort (including Vernon's own negligence) or any other theory at law or in equity. 8. TNDEMNIFICATION/INSURANCD, 8.1 Contractor shall indemnify, defend and hotd harmless Vernon, iB directors, ofEc€rs, partners, employees and agents from and against any andall liability, claims, demands, damages, losses and expetses, including but not limited ro attomey's fees, to the extent caused by (a) the negligent acts, errors or omissions by Contractor or its subcontractors, in the provision o[ services purcuant to this Agreement or (b) a breaoh by Contractor of its obligations hereundo. E.2 Cookactor shall also indemnifo, defend and hold harmless Vemon, its directors, ofEcers, parooers, employees and agents from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited !o attomey's fees, for injurles to person or damage to property to the extent resulting from negligent acts, errors, or omissions by.Contractor, its directors, officers, agents and cmployees in the pmvision of Services hereunder. 8.3 Work performod by Contractor, Vernon shall have no liability for, and Contractor agrees to indemnify, defend and hold Vemon, its dfuectors, officers, parmers, onployees and agents harmless from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to asorney's fees, which qray at afly time be imposed upoq incurred by or asserted or awarded against Vernon arising out oior relating to any Hazardous Substances that are (i) brought onto the r€al property on which the Electric System is located by Contractor, its subconfactors, agents or employees other than in compliance with Section 3.5. or (ii) released, generated, handled, stored, transported, disposed or discharged by Contractor, its subcontractors, agents or employees in connection with tlre perfonnance of Services under this Agreemenl 8.4 Insurqnce. Contractor shall, at its own cost, procure, maintain and provide Vemon with acceptable evidence of the types and amounts of insurance specified in Exhibit F. Each policy of insuance shall: (a) be procured and maintained with responsible insurers rated ,.{ !!!" or better by A.M. Best, or having a comparable rating from another recognized rating entity; (b) provide that the coverage provided shall not lapse or be canceled, materially changed or not renewed without at least thirty (30) days' prior writsen notice (or ten (10) days' prior notice if such cancellation is due to frihne to pay premiums) to Vernon; (c) provide that Vemon and any ofits assignees shall have no Iiability for the payment of any premiums or commissions for such policy; t5 (d) include'an endorsement to the policy naming Vemon, its dir€ctors, olficers, employees, rcpresentatives and agents as additional insureds; (e) include provisions for waiver of subrogation. Conkactor hereby waives all rights of subrogation against Vernon, its directors, officers, employees, representatives and agents; and (0 include a swerability of interest clause or crossJiability clause; ($ provide that the insnance is primary with respect to the interests of the Electric System. In addition to the standard certificate of insurance for the policies required by Exhibit F hereunder, proof of insurance will require for each policy, a copy of the policy declaration page for each policy showing that the aforesaid policies arc in effect in ihe required amounts. The limits of insurance coverage shall in no way diminish Conkactor's liability. 9. WARITANTY Contractor re,presents, warrants and covenants that any aud all Services rcndered under this Agreement shall be performed in accordance with the requirements of dris Agreement and shall be free frorn defects in materials or workmanship (the "Warrnnty'). The Warranty shall continue in effect for a period of twelve (12) months from the date the Service is completed. If the Services Fail to conform to the foregoing Wafianty in any respect, Vendor shall promptly noti& Contractof and Contractor shall thereafter re-perform the nonconforming services at no cost to Vendor. Any re-performance of Services shall be warranted for an additional twelve (12) months; pEgt4ide<l that in no event shall the Warranty exceed twenty-four (24) months following expiration or termirration of this Agreemont. 10. OWNERSI{IP OF DATA,INI'ORMATION AND DOCI]MENTATION All data and information collect€d and obained by Contractor relating to Vemon's Electric System shall be the property of Vernon and shall be stored and filed at the operations headquarters located within the city limits ofVemon. Contactor hereby relinquishes any and all claims. of ownership to any and all.documents and/or information obtained in performing Services for Vemon relating to Vemon's Electric System. However, Contractor may ke€p copies of such data, information and documentation as necessary to perform Services hereunder and also for historical purposes. Contractor shall be prohibited from using such data, information or documentation in any way advese to Vemoq other tlran for the ptnposes of litigation between Contractor and Vemon p€rtaining to this Agreement or the Services provided hereuder. 11. FORCEMAJEURE. I l.l Limitations. Neither Contractor nor Vemon shall be considered to be in default in the performance of any of its obligations under thiS Agreement when and io the extent its 16 performance is prevcnted by a Force Majeure Event that, despite the exercise ofdue diligence, it is unable to prevent or mitigate, orovided that written detailed description of the firll particulars of the Force Majerne Event have been given to the other party hereto reasonably promptly after becoming aware thereof (and in any event within fourteen (14) days after the initial occurrenceof the claimed Force Majeure Event), which notice shall. include information with respect to the nature, cause and date and time of commencement ofsuch event, and the anticipated scope and d,ration of the delay. The Party providing such notice shall be excused from fulfilling its obligations under this Agreement (excluding any and all payment obligations) until such tinre as the Force Majeure Event has ceased to pr€vent performance or other remedial action is taken, at which time the affected party shall pmmptly notiry the other party hereto of the resumption of its obligations under this Agreement. 1.2 contractor shall only be aulhorized to incur expases in mitigating the damages to vemon caused by a Force Majeure Event after receipt of written approval by vernon of contractor's written estimate of tho additional costs proposed to be incured thereby. Notwitlrstanding the above, Contractor may perform Emergency Work as provided for in this Agreement 12. GENERALPROVISIONS. l2.l Dispute Resolution. Disputes under this Agreement between the parties may be resolyed in accordance with ttre provisions olthis Section 12.1. l2.l.l In the event of any claim, conhoversy or dispute between the parties arising out of or relating to or in connection with this Agreement (including any dispute conceming the validity of this Agreernent or thc scope and interpruation of 0ris section D.1) (a !'Dispute"), a Party (the "Norifying Part/) may deliver to the other party (the ..Recipient Ptrty') notic€ of the Dispute with a detailed description ofthe underlying circumstances of such Dispute (a "Dbpute Notice'). The Dispute Notice shall include a schedule ofthe availability of the Notifying Party's senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice, as may be extended by mutual agreement. 12.1.2 T'he Recipient Party shall within tive (5) Business Days following receipt of the Dispute Notice, provide to the NotiSing Party a schedule of availability of dre Recipient Party's senior o{Iicers (having a title ofsenior vice presidant (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery ofthe respective senior officer's schedule of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the rernainder of the thifty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. In the event a Dispute is not resolved pursuant to the proceclures set forth in section I 2. I . I and Section 12.1.2 by the expiration ofthe thirty (30) day period set forth in Section tZ.l.1. as may be extended by mutual agreement, then any Party may pursue any legal rernedy available to it in accordance with the pmvisions of this Ageement. For the avoidance of doubt, a party may seekinj"nrl;r. relief or other equitable relief without being required to first proceed with dispute resolution under this Section when the circumstances require expedited relief. t7 12.2 Disputes and Adiustments of Invoic6. Vemon may, in good faith, dispute the corr@tn€ss of any amount contained in a report r€ndered by Conhactor rmder this Agreernent, or adjust any arithmetic or computational error within any such r€port at any time within thirty (30) days of the date such report was rendercd. In the event an amount in a report is disputed, payment of6e undisputed amount shall be made wiren due, with notice ofrhe objection given to Contractor. Payment ofany disputed amount shall not be required until the dispute is resolved in accordance with Section 12.1. Upon resolution of the dispute, any required payment shall be made within five (5) business days ofsuch resolution. 12.3 Constnrction. This Agreement shall be subject to, govemed by, and construed in accordanc€ wift the Laws of the State of Califomia. This Agreement shall be construed equally as b€tween the Parties, and shall not be construed against tlte Party responsible for its drafting. Any obligations rtferred to her€in to be performed at any time after the expimtion or tennination of this Agreement, and all indemnities and hold harmless agreements provided hereiu, shall survive the expiration or earlier termination of this Agreement. 12.4 IbEg€. Any notices, requests or other communications given in connection with this Agreement shall be in writing and sent by facsimile, personally delivered or sent by reputable courier or certified air mail, poshge prepaid, addressed to the party to whom it is directed at the addresses set forth io Exhibit E, or at such other addresses as may be designated by notice from such Party. 12.5 Confldentielitv. 12.5.1 VernOn may provide Contractor, or allow Contractor accesS to, Certain information not available to the public concerning but not limited to Vernoq or buinesses located in Vemon, The information may include, but is not limited to, company information, taxes, sales, value of assels, utility usage or other such information. All such information shall be known as 'tonfidetrtial Information" and may not be used !o circumvent the responsibility of either Party to this Agreement. 12.5,2 Except as exprcssly permitted, Contractor shall not disclose, permit the disclosure o[, release, disseminate or Eansfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, govemmental or individual, without tJle express prior written consent of Vernon. Contractor shall retum any writtcn Confidential Information and all copies made of such items, to Vemon upon Vemon's written request, but in any event not laler than thirty days of the date that Contractor has performed all Services to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contactor only as authorized by Vemon. Contractor shall take reasonable measures to avoid any disclosurr of any such Confidential Information to any unalrthorized person. 12,5.3 Contractor shall immediately notiff Vemon of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Contractor may only disclose Confidential Information required to be disclosed pursuant to court otder or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. l8 12,5.4 ln addition to any other remedies that it may have at law or in equity, Veraon shall be entitled to a telnpoft!ry and pennanent injunction by a cout of competent jurisdiction ag'ainst any breach or thrcatened breach ofthe Confidential Informatiot provisions of this Agreem€nt. Contractor acknowledges that in case of such breach or threatened breach of said provisions, Vemon would have no adequate remedy at law 12.6 Non-Solicitatlon. During the TenrL Contractor will not directly or indirectly solicit, appmve, endorse, recommen4 or accept any other bids or proposals or initiate or participate in any discussions or negotiations with any customer of Vetnon, unless Vemon provides, in its sole discretion, advance written consent and agrees that such work will not constitute a conflict of intercst. 12.7 AssislmenUChsnee in Control. This Agreement shall be binding rrpon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Conhactor shall not assign or transfer its rights or interests in and to this Agreement without the prior written consent of Vemon, which oonsent shall be at Vernon's sole discretion. In the event ofa change in conhol of Contractor, Vemon r€seryes the right, in its sole discretion, to terminate the Agreemort by providing notice within thirty days ofreceipt ofa written notioe by Conractor that a change in control has occuned. 12.8 Amondmetrtywaiver. 'I'his Agreement may be modified, amended or supplemented only by the mutual wfitten agreement of the Parties hereto. No delay or forbearance by a Party in exercising any right or remedy accauing to such Party upon the occurence of any breach or default by the other Party under this Agreement shall impair any such right or rcmedy of such Party, nor shall it be construed to be a waiver ofany such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring, nor shall any waiver of my single breach or rlefault be deemed a waiver of any other breach or default theretofore or theresfter occuning. Any waiver on the part of either Pa(y of any provision or condition of this Agreernent must be in writing signed by the Party to be bound by such waiver and shall be effective only to the extent specifically set forth in such writing and shall not limit or affect any rights with respect to any other or futurc oircumstance. 12.9 Third Partv Beneflclaries. The covenants contained herein are made solely for the beqefit of the Parties hereto, and their respective successors and assigns as permitted herein, and shall not be construed as having been intended to benefit any percon or entity who is not a party to lhis Agreement. 12.10 Further A$uranc$. Each Party shall, from time to tim€, execute, cause to be acknowledged and deliver such documents or instruments, and provide such certificates, as the other Pady may reesonably request to carry out and fulfill the hansactions, and p€mit the exercise and performance of the rights and obligations, as are contemplated hereunder. Each Party shall cooperate with the Pa y to firlly effectuate tlre purposes and intent of lhis Agreement. l2.ll Entire Aereement. This Agreemort constihtes the entire agreement of the Parties in connection with Ele matters included in this Agreernent related to the subject matter hereofand all previous agreements, understandings and negotiations (whether written or oral) on t9 those subject matters are hereby superseded and shall have no further effect after the Effective Date. 12.12 Severabilitv. If any provision herein shalt be hetd invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such holding or action shall be strictly consrrued; (b) such provision shall be fully severable; (c) this Agreement shall be construed and enforced as if such provision had never comprised a part hereof; (d) the remaining provisions ofthis Agreement shall remain in full force and effect and shall not be affected by the invalid or unenforceable provision or by its severance from this Agreement; and (e) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible. 12.13 Survlval. Termination or expitation of this Agreernent (a) shall not relieve any Party of any obligation hercu:der which expressly or by implication survives termination hereof,,(b) except as otherwise provided in any provision of this Agreement expressly limiting the liability ofany Party, shall not telieve a Party ofany obligations or liabilities for loss or damage to the other Party arising out of or caused by acls or omissions of such party prior to the effectiveness of such termination or arising out ofsuch termination, and (c) applicable provisions of this Agreernent will continue in effect after termination to the extent necessary for billing, adjustmentg and payments related to the period prior to termination of this Agreernenu This Section 12.13, Section 3.4.I(Record Keeping & Reporting), Section 7.3 (Remedies), Section 7.4 (Procedure Upon Termination), Sedion 7.5 (Limitarion of Liabiliry), Article E, Arri.l" 9. -dArticle 12 shall survive the termination and or expiration ofthis Agreement. [SIGNATURE PAGE FOLLOWSI 20 IN \YITNESS WHEIIEOF, the Parties have signed this Agreement as of the date stated in the introdrctory clause. City of Vemon, a Califomia chaner City and Califomia municipal corporation By' Name: Title: By: Name: Titte: YJVan-d,bth [Sigrmture Page to Electic System Service and Maintenance AgreernentJ Petrelli Electric, ,Y#1ffi$"gh.hY"'" EXHIBIT A EXHIBIT A TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT WORK ORDER REQUIREMENTS Each Work Order to be performed under the Agreement shall contain the following items, as applicable. I . The Sewices authorized to be performed by Contractor, 2. The fees and payment schedule for the Servic€s to be perfomred in accordance with Exhibit C - Fees for Services. 3. Identification ofall critical path milestone events and target completion dates for each. 4. The Deliverables associat€d with the Services performed under the applicable Work Order. 5. Detailed description ofall activities for the Services to be performed by Contractor and the location ofeach activity. 6. The number of hours, either estimate or {irm, required for each activity 7. Spccifications for any Equipment to be delivered under the Work Order. 8. Any other terms and conditions that are specific to the Services under the Work Order, including any modifications requested by Vemon's Authorized Representative pursuant to Section 2.3. Exhibit A 0o Electric System Service and Maintenanc€ Agreement EXHIBIT B EXHIBITB TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT MINIMUM STAFFING LEVELS Ouantity I I t 4 t2 4 2 2 3 I I 2 I I Classification General Manago General Forernan Service Plamner Line Forernan Linernan Groundman Troubleshooter Subetation Electricians ClerUSecretary Warehouse Warehouse Pre Fabrication Maintenance Worker Accormt Manager Exhibit B to Etectric System Service and Maintenance Agrecment EXHIBIT BI TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Organization Chart Exhibit B-l to Ele{tric Sy$tem Service and Maintenaoc€ Agrrcment OrEanirational Chart EXHIBIT C EXHIBITC TO ELECTRIC SYSTEM SERVICE AND MAINTENAI\ICE AGREEMENT Montlrly Equipment Rates Monthly Equipmeilt Rates F350 Serulco Truck 5 F-550 Servlce lruck 2 3060 Digger Derrlck 3 Standard Bucket TIUck 3 SioRle Man Troubh Bu*et T]uck 2 ,t-aLcc nn Ir ft'^[.t fr, '.!1. A-Oasr 105 ft. Materhl Handler Buc*et Truck 1 Altec 35 Toll Crane 1 Tractor Traller towbed 1 Cat R80 Forklirt 1 sherman Reilly PI3366 Puller 1 Sherman Reilly 0uct DawB I ln8ersol Rand compresspl I 300 KW Genelator 7 25 K\r/ 6ene6tor I Llght Tomr 1 Arrow Board 4 ' Hourly rate Exhibit C to Electric System Service and Maintenance Agre€ment EXHIBIT I) EXIIIBIT D TO ELECTRIC SYSTEM SERVICE AIID MNNTENANCE AGR.EEMEM Fulty Burdened Labor Rates General Manager Accotmt Manager General Foreman Service Plarmer Line Foreman Lineman Groundman Troubleshooter Substation Electrician Clerk Secretary Warehouse Warehouse Pre-Fabrication Mechanic Maintenance Worker $9(i.2Olhr $l06.9Zhr $95.00/hr $l0l.5Zhr $96.20/hr $72.80/hr $96.2Olhr $96.20lhr $50.76lhr $72.80/lrr $72.80/hr $78.00/hr $76.00/hr $174.m/hr S158.00/hr $174.00/hr $152.00/hr $170.00ihr S158.@/hr $ I I 1.00/hr $158.ffi/hr $15E.fi)/hr $72.00/hr $ I I 1.00/hr $ I I 1.00/hr $l16.00/hr $l 15.00/hr Exhibit D to Electric System Service and lvlaintenance Agreement EXHIBIT E EX}IIBIT E TO ELECTRIC SYSTEM AND SERYICE AND MAINTENANCE AGREEMENT NOTICES lfto Vernon: CIryOFVERNON 4305 Santa Fe Avenue Vernon, Califomia 9fi)58 Attn: Director of Light and Power Copy to: Attn: City Attorney Exhibit E to Electric System Sewice and Maintenance Agreement Ifto EXHIBIT F EXIIIBIT F TO ELECTRIC SYSTEM SERVICE AND MAINTENATICE AGREEMENT INST'RANCE REQUIREMENTS Contractor shall maintain the following insurance types in the following amormts: (a) comprehensive general liability insurance, covering bodity i4iury and property damagg operations, contuactual and personal injury liability, with limits of not less than $2,000,000 per occunence, $5,000,000 annual aggregate; (b) all forms and types of insurance requircd by applicable Law wirh respect to employees, including workers compensation and liability benefits insurance and employerc liability insuance, in amounts of$1,000,000 aggregate, or the amount required by applicable Law; (c) automobile liability insuranc€, including, but not limited to, coverage for owned, non-owned and hired automobiles with aminimum of$ 1,00O,000 annual aggregate, covering automobiles used by Contractor in connection with the servic€ ard maintenance of the Eleclric System- 56a9tD 1 Exhibit F to Electric System Service and Maintenance Agr€ement