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2017-10-24 Adjourned 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 Adjourned Regular City Council Meeting Tuesday, October 24, 2017, 9:00 a.m. City Hall, Council Chamber 4305 Santa Fe Avenue Vernon, California Melissa Ybarra, Mayor Yvette Woodruff-Perez, Mayor Pro-Tem William J. Davis, Council Member Luz Martinez, 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. PUBLIC HEARING Public Utilities Department 1. A Resolution of the City Council of the City of Vernon establishing a Transmission Revenue Balancing Account Adjustment for 2018 in accordance with Vernon’s Transmission Owner Tariff and providing for tariff sheet changes to implement the adjustment / / / / / / Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 2 of 11 Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA") review, because it is a fiscal and 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. Adopt a resolution establishing a Transmission Revenue Balancing Account Adjustment for 2018 in accordance with Vernon’s Transmission Owner Tariff and providing for Tariff Sheet changes to implement the adjustment. 2. A Resolution of the City Council of the City of Vernon adopting a New Transmission Revenue Requirement for 2018 in accordance with Vernon’s Transmission Owner Tariff and providing for tariff sheet changes to implement the adjustment Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA") review, because it is a fiscal and 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. Adopt a resolution adopting a new transmission revenue requirement for 2018 in accordance with Vernon’s Transmission Owner Tariff and providing for tariff sheet changes to implement the adjustment. PRESENTATIONS 3. Service Pin Awards for September 2017 Presented by: Michael Earl, Director of Human Resources NAME DEPARTMENT TITLE YEARS Andrew G. Thompson Public Works Senior Street Maintenance Worker 30 Christian N. Moscoso Police Police Officer 30 Christina Rivera Public Utilities Utilities Customer Service Representative 10 Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 3 of 11 Daniel Lopez Public Utilities Gas System Specialist 10 Juan F. Lozano Public Utilities Gas System Specialist 10 4. A Proclamation for Ryerson Holding Corporation in Recognition of their 175th Anniversary 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 5. None Warrant Registers 6. Ratification of the following City Warrant Register to record the following voided checks: A. City Warrant Register No. 1480 to record voided Check No. 355747 in the amount of $317.98. 7. Approval of City Payroll Warrant Register No. 736, totaling $2,921,748.04, which covers the period of September 1 through September 30, 2017 and consists of the following: A. Ratification of direct deposits, checks and taxes totaling $2,316,851.58; and B. Checks and electronic fund transfers (EFT) totaling $604,890.46. 8. Approval of City Warrant Register No. 1481, totaling $1,488,299.17, which covers the period of September 26 through October 9, 2017, and consists of the following: A. Ratification of wire transfers totaling $1,168,370.90; and B. Ratification of the issuance of early checks totaling $269,014.57; and C. Authorization to issue pending checks totaling $50,913.70. 9. Approval of Light & Power Warrant Register No. 446, totaling $2,605,344.02, which covers the period of September 26 through October 9, 2017, and consists of the following: A. Ratification of wire transfers totaling $2,508,079.22; and B. Ratification of the issuance of early checks totaling $96,185.40; and C. Authorization to issue pending checks totaling $1,079.40. Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 4 of 11 10. Approval of Gas Warrant Register No. 234, totaling $368,061.98, which covers the period of September 26 through October 9, 2017, and consists of the following: A. Ratification of wire transfers totaling $319,569.87; and B. Ratification of the issuance of early checks totaling $48,492.11. City Administration Department 11. Approval of Vernon CommUNITY Fund Capital Grant Form Agreement Recommendation: A. Find that approval of the Vernon CommUNITY Fund (“VCF”) Capital Grant Form Agreement is exempt from California Environmental Quality Act (“CEQA”) review, because it is an administrative action 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 of the attached VCF Capital Grant Form Agreement, in substantially the same form as submitted herewith, for administration of VCF Capital Grants; and C. Authorize the City Administrator, or his/her designee, to complete, execute, and/or modify the form agreement consistent with the direction of the VCF Grant Committee. Finance Department 12. Authorization to Enter into a Services Agreement with BLX Group LLC (BLX) for Financial Advisory Services for Fiscal Years 2017 through 2019 Recommendation: A. Find that entering into a services agreement with BLX Group LLC (BLX), a registered advisor to provide financial advisory services is exempt under the California Environmental Quality Act (CEQA). The scope of the work to be performed 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. In addition, even if was determined to be a project, it would be exempt from CEQA review in accordance with Section 15061(b)(3), the general rule is that CEQA only applies to activities that may have a significant effect on the environment; and B. Approve a services agreement with BLX, in substantially the same form as submitted herewith, to perform financial advisory services through fiscal year 2019 for a total amount not to exceed $600,000; and C. Authorize the City Administrator to execute a two year and eight month services agreement with BLX with an effective date of October 17, 2017. Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 5 of 11 Health and Environmental Control 13. September 2017 Monthly Report 14. Approval of the Agreement Accepting the Assignment of the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection from Recology Los Angeles to Araco Enterprises LLC. Recommendation: A. Find that approval of the proposed assignment agreement is exempt under the California Environmental Quality Act (“CEQA”), because such approval is an administrative activity that will not result in direct or indirect physical changes in the environment and is therefore not a “project” as defined by CEQA Guidelines section 15378; and B. Approve the agreement accepting the reassignment of the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection held by Recology Los Angeles, and assigning the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection to Araco Enterprises LLC. Police Department 15. Activity Log and Statistical Summary of Arrests and Activities for the period of September 16, through September 30, 2017 to be received and filed 16. Donation of 2005 Chevy Tahoe to the City of San Fernando Police Department Reserve Officer Program Recommendation: A. Find that approval of the proposed donation is exempt from California Environmental Quality Act (“CEQA”) review, because it is a government 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; and B. Authorize the donation of a surplus 2005 Chevy Tahoe Patrol Vehicle, to be conveyed to the City of San Fernando Police Department Reserve Officer Program; and C. Enter into a donation and release agreement, in substantially the same form as submitted herewith, with the City of San Fernando Police Department, to use and retain as needed by the Reserve Police Officer Program; and D. Authorize the Chief of Police to execute the Deed of Gift and Donation Agreement and Release on behalf of the City of Vernon. / / / / / / Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 6 of 11 ORDINANCE Public Works Department 17. ORDINANCE NO. 1247 - An Ordinance of the City Council of the City of Vernon Amending Chapters 24, Building and Construction, and 26, Zoning, of the Vernon Municipal Code, modifying the 2016 California Green Building Standards Code and Permitting By Right Incidental Uses and modifying the Parking and Loading Requirements For Such Uses In The Industrial “I” Zone; and repealing all ordinances or parts of ordinances in conflict herewith (second reading and adoption) Recommendation: A. Find that approval of the proposed Ordinance is exempt from California Environmental Quality Act (CEQA) as it is not considered a “project” under CEQA which is defined as an action directly undertaken by a public agency which has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, Cal. Pub. Res. Code Section 21065. Under the proposed ordinance, no such activity is being undertaken. Even if the ordinance were to be considered a “project” under CEQA Guidelines Section 15061(b)(3) which provides that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Here, the ordinance involves the adoption of amendments to revise state-mandated construction codes merely to improve the safety of buildings and will not have any effect on the environment; and B. Approve the second reading and adopt Ordinance No. 1247, amending Chapter 24 of the Vernon Municipal Code regarding the 2016 Green Building Standards Code and Chapter 26 regarding Incidental Uses. NEW BUSINESS City Clerk Department 18. A Resolution of the City Council of the City of Vernon approving and adopting a Records Retention Schedule, authorizing destruction of certain City records, and repealing all resolutions in conflict therewith Recommendation: A. Find that approval of the proposed records retention amendment 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 Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 7 of 11 B. Adopt a resolution approving and adopting a Records Retention Schedule and authorizing destruction of certain City Records. Human Resources Department 19. A Resolution of the City Council of the City of Vernon approving the Amendment No. 3 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Police Officers’ Benefit Association for the period of July 1, 2016 through June 30, 2019 Recommendation: A. Find that approval of the proposed Amendment No. 3 to the Vernon Police Officers’ Benefit Association (VPOBA) 2016-2019 Memorandum of Understanding is exempt from California Environmental Quality Act (“CEQA”) review, because it is an administrative action 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 approving Amendment No. 3 to the Vernon Police Officers’ Benefit Association 2016-2019 Memorandum of Understanding to amend/add the following provisions: a. Article Seven, Section 16, City Vehicle b. Article Eight, Section 4, Sergeants 20. A Resolution of the City Council of the City of Vernon approving an amended and restated Memorandum of Understanding by and between the City of Vernon and the Vernon Fire Management Association for the period of July 1, 2016 through June 30, 2019 Recommendation: A. Find that approval of the amended and restated Vernon Fire Management Association (VFMA) 2016-2019 Memorandum of Understanding is exempt from California Environmental Quality Act (“CEQA”) review, because it is an administrative action 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 amending and restating the Vernon Fire Management Association 2016-2019 Memorandum of Understanding to revise the following provisions: 1. Article Three, Section 1, Salaries 2. Article Three, Section 5, Education Incentive Pay 3. Article Three, Section 8, Hazardous Materials Specialist Pay 4. Article Three, Section 9, Urban Search and Rescue (USAR) Pay 5. Article Four, Section 1, Employees Hired On or Before June 30, 1994 6. Article Seven, Section 5, Dental 7. Article Seven, Section 6, Vision 8. Article Nine, Sections 1 and 2, Holiday Time (Deleted entirely and all subsequent Articles renumbered) Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 8 of 11 9. Article Nine, Section 1, Sick Leave 10. Article Twelve, Grievance Procedure 11. Article Thirteen, Discipline Procedure Public Works Department 21. Request for Approval for Change Order No. 1, City Contract No. CS-0821: City Hall Roof Repairs Recommendation: A. Find that the approval of the proposed action is exempt from California Environmental Quality Act (“CEQA”) review, pursuant to CEQA Guidelines sections 15301 (i.e., maintenance, repair or minor alteration of an existing structure, involving negligible or no expansion of existing use) and 15302 (i.e., replacement or reconstruction of existing structures and facilities where new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced); and B. Authorize the City Administrator to issue Change Order No. 1 in the amount of $14,002.06 for the unexpected changed condition in the City Hall Roof Repair project (CS-0821). 22. Contract Award for City Contract No. CS-0894: Refuse Collection, Recycling and Disposal Services Recommendation: A. Find that awarding the contract to Haul-Away Rubbish Service Company, Inc. 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 is not a “project’ as defined by CEQA Guidelines, Section 15378; and B. Accept the bid from Haul-Away Rubbish Service Company, Inc. as the preferred bidder and reject all other bids; and C. Authorize the City Administrator to execute a contract in an amount not to exceed $150,000 for the City’s Refuse Collection, Recycling and Disposal Services. 23. A Resolution of the City Council of the City of Vernon approving and authorizing the submittal of application(s) for all CalRecycle grants for which the City of Vernon is eligible Recommendation: 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 Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 9 of 11 B. Adopt the attached Resolution authorizing the City Administrator, Director of Finance, Director of Health and Environmental Control, Director of Public Works, the Chief of Police, the Fire Chief, and the General Manager of Public Utilities, or their respective designee, as stated in a separate Letter of Designation, to execute in the name of the City of Vernon all CalRecycle grant documents, including but not limited to, applications, agreements, amendments and requests for payment, necessary to secure grant funds and implement the approved grant project. Public Utilities Department 24. Approval of Water Rights License and Agreement for Golden State Water Company Recommendation: A. Find that approval of the proposed action is exempt under the California Environmental Quality Act (“CEQA”), 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. Approve a Water Rights License and Agreement with Golden State Water Company, in substantially the same form as submitted herewith, to lease 2,000 acre feet from the City of Vernon’s Allocated Pumping Rights in the Central Basin for a lease unit price per acre foot of $162.00 for a revenue total of $324,000 to be placed into the Public Utilities Water Fund Revenue Account; and C. Authorize the General Manager of Public Utilities to execute the Water Rights License and Agreement with Golden State Water Company. 25. A Resolution of the City Council of the City of Vernon approving and adopting the Vernon Public Utilities Department Resource Adequacy Plan for 2018, which includes the Peak Demand Forecast, the Planning Reserve Margin, the Qualifying Capacity Criteria and the Qualifying Capacity from such resources, City’s Resource Adequacy and Supply Data and approves the resources used to satisfy the California Independent System Operator’s Tariff Requirements Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA") review, because it is a fiscal and 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 approving and adopting the Public Utilities Department Resource Adequacy Plan for 2018, which includes the peak Demand Forecast, the Planning Reserve Margin, the Qualifying Capacity Criteria and the Qualifying Capacity from such resources, City’s Resource Adequacy and Supply Data and approving the resources used to satisfy the California Independent System Operator’s (CAISO) tariff requirements; and Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 10 of 11 C. Authorize staff to submit the Resource Adequacy Plan for 2018 and the Monthly Resource Adequacy and Supply data to the CAISO. 26. Award of a Management Consulting Services Agreement with Black & Veatch for Asset Acquisition Advisory & Support Services Recommendation: A. Find that approval of the proposed action 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. Approve a Management Consulting Services Agreement with Black & Veatch for services regarding Asset Acquisition Advisory & Support Services, for a fixed amount not-to-exceed $105,000 over the one-year term of the agreement and an additional $10,000 for estimated travel expenses, which are reimbursable at cost; and C. Authorize the City Administrator to execute a Management Consulting Services Agreement, in substantially the same form as submitted herewith, with Black & Veatch; and D. Authorize the City Administrator to issue change orders, if necessary, that may increase compensation for Black & Veatch in an amount not-to-exceed $15,000 over the one-year term of the agreement. ORAL REPORTS 27. City Administrator Reports – brief reports on activities and other brief announcements. 28. City Council Reports – brief AB1234 reports, or report on: activities, announcements, or directives to staff. CLOSED SESSION 29. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Government Code Section 54956.8 Property: 2800-2900 E. 50th Street, Vernon, California Agency negotiator: Carlos Fandino, City Administrator Negotiating parties: Crown Poly and/or Assignee Under negotiation: Price and Terms of Payment 30. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Government Code Section 54956.8 Adjourned Regular City Council Meeting Agenda October 24, 2017 Page 11 of 11 Property: 2915 E. 60th Place #S, Huntington Park, CA 90255 Agency negotiator: Carlos Fandino, City Administrator Negotiating parties: Eulises Perez Under negotiation: Price and Terms of Payment 31. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Government Code Section 54956.8 Property: 6010 Oak Street, #B, Huntington Park, CA 90255 Agency negotiator: Carlos Fandino, City Administrator Negotiating parties: Cesar A. Garcia Under negotiation: Price and Terms of Payment 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 19th day of October 2017. By: ________________________________ Maria E. Ayala City Clerk RECEIVED ()cT t 2 20fl ocr l2 z0l7 STAFF REPORT ION PUBLIC UTILITIES DEPARTMENTCIiY CLERKS OFFICE DATE: TO: FROM: RE: October 17,2011 Honorable Mayor and City Council Ketly Nguyen, General Manager of Public Utilities 4/L A Resolution Establishing a Transmission Revenue Balancing Account Adjustment for 2018 in Accordance with Vernon's Transmission Owner Tariff and Providing for Tariff Sheet Changes to Implement the Adjustment Recommendation A. Find that approval of the proposed action is exempt from Califomia Environmental euality Act (iCEQA,) review, because it is a fiscal and administrative activiry 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. Adopt a resolution establishing a Transmission Revenue Balancing Account Adjustment for 2018 in accordance with vemon's Transmission owner Tariff and providing for Tariff Sheet changes to implement the adjustment. Backeround The City of Vemon is a Scheduling Coordinator and a Participating Transmission Owner C.pTO"i in the Califomia Independent System Operator Corporation C'ISO"). To participate in tfre ISO, PTOs are required to tum over administrative control of their transmission facilities and entitlements to the ISO. In rehrm, the ISO collects revenues for each PTO pursuant to calculations that reflect the expenses and capital costs incurred by each PTO to provide transmission services. The relationship between PTOs and the ISO is govemed by a Transmission Control Agteement C'TCA'), which sets forth the specific duties and obligations of all PTOs. The TCA requires all PTOS to file a Transmission owner Tariff ('To Tariff') with the Federal Energy Regulatory Commission ("FERC"). pursuant to Section 5.2 of the TO Tarifl Vemon updates its Transmission Revenue Balancing Page I of2 Account Adjustment ('TRBAA) annually. The TRBAA is a tariff mechanism desigrred to ensure that all Transmission Revenue Credits ("TRCs") are flowed through to ISO open access transmission taritr (*ISo Tariff') customers via annual update filings at the FERC by PTOs. Appendix F, Schedule 3, Section 6.1(b), of the ISO Tariff describes the annual TRBAA caliulation as "a dollar amount based on the projected Transmission Revenue Credits as adjusted for the true up ofthe prior year's difference between projected and actual credits." The attached TRBAA Report supports the establishment of a new TRBAA based on the requirements of the TO Tariff and the ISO Tariff. Fiscal Impact None Attachments 1. Notice of Public Hearing to Establish New Transmission Revenue Balancing Account Adjustment 2. Resolution Establishing a Transmission Revenue Balancing Account Adjustment for 2018 City of Vernon NOTICE OF TWO SPARATE PIJBLIC HEARINGS REGARDING TIIE ESTABLISHMENTOF YERNON'S NE'W TRANSMISSION REVENUE BALANCING ACCOI,]NT ADJUSTMENT AND VERNON'S NEW EXISIING TRANSMISSION CONTRACT ADJUSTMET{T The City of Vemon will conducr a htblic Hearing, which you may attend. PLACE:Vemon Ciry Hall City Council Chamber 4305 Santa Fe Avenue Vernon, CA 9058 DATE & TIME: Tuesday, October 17 ,2017 , at 9:N a.m. (or as soon rhereafter as the mtter can be heard) PURFOSE SUBJECT: (l) To consider evidence to establish Vernon's new Transmission Revenue Balancing Account Adjustnrnt for its high voltage (over 2fi) kV) transmission entitlements (atl located outside the City) pursuant to Vemon's Transmission Owner Taritr, and (2) To consider evidence to establish new Gross Load and Vernon's new Existing Transmission Contract Adjustrnent for its high voltage (over 200 kV) transmission entitlements (all localed outside the City) pursuant to Vernon's Transmission Owner Tariff. IrcCUMENISFIORREVIEW: Copies of a Resoltttion Establishing a Tmnsmission Revenue Balancing Account AdjustrEnt for 2018 and a Resolution Adopting a New Transmission Revenue Requirenpnt will be available for public examination ar Vemon City Hall, localed at 4305 Sfmh Fe Avenw, Vemon, Califomia or at meetings/citv-council from October 12 to October 17, 2017. Please send your corurrnl.s or questions to: Abraham Alenu City of Vemon, hrblic Utilities 4305 Santa Fe Avenue, Vemon CA 9058 (323) 583-8811 Exr. 250 AA[-emu@ci.vemon.ca.us PROFOSED CEQA FINDING: Find thu approval of the proposed action is exempt from Califomia Environnental Quality Act ("CEQA") review, because it is a fiscal and adminisrative activity thar will not result in direct or indirect physical changes in he environnenq and therefore does not constinrte a "project" as defrned by CEQA Guidelines section 15378. Ifyou challenge thc adoptior/approval of the establishflEnt of Vemon's new Transmission Revenue Balancing Account Adjustrrent, or Vemon's new Existing Transmission Contract Adjustnrnt or any pmvision thermf in courl you rnay be limited to raising only those issues you or sonrone else raised at tlre hearing rlascribed in this notice or in written conespondence delivered to the City of Vernon at, or prior !o, the nEeting. Anpricans with Dsabitities Act (ADA): In compliance with ADd if you need special assistance to participare in tlc nrceting please contact the Officc of rhe City Clerk ar (323 ) 58188 1 I exr. 546. The hearing may be continued or adoumed or cancelled and rescheduled to a stated tinre and place without further notice of a public hearing. 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583-881I Dated: October 3,2017 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ESTABLISHING A TRANSMISSION REVENUE BAI,ANCING ACCOUNT ADJUSTMENT FOR 2018 IN ACCORDANCE WITH VERNON'S TRANSMISSION OWNER TARIFF AND PROVIDING FOR TARIFF SHEET CHANGES TO TMPLEMENT THE AD.fUSTMENT WHEREAS, the City of Vernon ("city") is a chartered municipal corporation of the Stat.e of California that owns and operaEes a sysEem for Ehe generaE.ion, purchase, E.ransmission, distribu!ion and sale of electric capacity and energy; and WHEREAS, tshe City is a ParticipaEing Transmission Owner ("PTo") wiEh the California Independent sysEem OperaEor CorporaEion, a California nonprofiE public benefiE corporaEion (*cAISo" ); and WHEREAS, the CAISO requires a PTO to turn over operaEional conEroL of it.s transmission facilities and enEitlements to Ehe CAISO; and WHEREAS, in return, the CAISO collecEs revenues for each PTO pursuanE Eo calculations that reflecE Ehe expenses and capital costs incurred by each PTo to provide t,ransmission services; and WHEREAS, the relaEionship beEween PTOS and CAISO is governed by a Transmission Control AgreemenE ("TCA" ) which sets forth the specific duties and obligati-ons of all PTos including t.he filing of a Transmission owner Tariff ("To Tariff" ) with Ehe Federal Energ-y RegulaEory commission ( "FERC" ) ; and WHEREAS, in order to ensure Ehat all Transmission Revenue credits are fLowed through to cAlso's open access transmission tariff ("CAISO Tariff" ) customers, tshe Citsy annually updates iEs Transmission Revenue Bal-ancing Account AdjustmenE ("tneAA" ) by a dollar amount reflecEing the proposed Transmission Revenue Credits adjusted for difference between projecEed and acEual crediEs from tshe prior year; and WHEREAS, a Notice of Public Hearing was published on october 3, 2Oa'7, notifying a1l interesEed part.ies that a hearing Eo consider evidence to establish Ehe City's new TRBAA for 2018 was scheduled for october L7, 2017, at approximately 9:00 a.m; and WHEREAS, the regular CiEy Council meeEing scheduled for October L7, 2017 was adjourned to OcEober 24, 2017; and WHEREAS, notice of the Public Hearing was posted in accordance wiEh GovernmenE Code secEion 54955.1; and WHEREAS, a Public Hearing was held on October 24, 201-7, Ln which the City council took evidence from staff and t.hose oEher persons in attendance who wished Eo be heard on Ehe esEablishment of the City's new TRBAA; and WHEREAS, the Public UEiliEies Departsments has prepared a Report, with exhibiEs, dated on or abouE OcEober !7, 2Ol7 ("ReporE" ), which determines tshe new TRBAA for 2018 Eo be consistent wi-th tshe TO Tariff and supporcs the TRBAA and Ehe changes !o Appendix I of tshe TO Tariff to implement lhe new TRBAA ef fect.ive ,fanuary 1, 2018; and WHEREAS. the Public UtiliEies Department has recommended Ehat the TRBAA and Appendix I to the To Tariff implementing the new TRBAA be approved,' and WHEREAS, the City Council has heard and considered all evidence, both writ.ten and oral , presentsed in consideration of the esEablishment of t.he City's new TRBAA and revised Appendix I to the TO Tariff implementing the new TRBAA. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COIJNCIL OF THE 2 CITY OF VERNON AS FOLLOWS: SECTfON L: The City Council- of Ehe CiEy of Vernon hereby finds and determines that the above recitaLs are true and correct. SECTIoN 2: The City Council of Ehe City of Vernon finds that this action is exempt from California EnvironmenEal Ouality Act. ("CEOA. ) review, because iE is a fiscal and administrative actsivity t.hat will noE resul-ts in direcE or indirect physical changes in the environments, and t.herefore does noE consEiEuEe a "projectl as defined by CEoA Guidelines section 153?8. SECTIoN 3: The CiEy Council of the City of Vernon hereby further finds and deEermines that aII persons have had the opportsuniEy to be heard or to f il-e writ.ten commenEs Eo the proposed estsablishment. of the City's new TRBAA and amended Appendix I to Ehe TO Tariff implement.ing tshe new TRBAA, and, afEer due consideration of any and all evidence submiEted aE the public hearing, deEermines EhaE there are compelling reasons to justify the esEablishment of the City's new TRBAA for 2018 and an amended Appendix I to the To Tariff implemenEing the new TRBAA for 201-8, a copy of which is attsached hereco as Exhibit. A and made a part hereof. SECTIoN 4: The Cit.y Council of t.he City of Vernon hereby approves, pursuanE Eo the TO Tariff and to be effective on January 1, 2018, E.he establishment of Ehe CiEy's new TRBAA for 2018, and revised Appendix I t.o E.he To Tariff implementing the new TRBAA for 2018, as described in the ReporE, a copy of which is atstached hereEo as ExhibiE B and made a part. hereof. SECTIoN 5: The City Council- of Ehe CiEy of Vernon hereby authorizes outside counsel to submits Ehe City's new TRBAA for 2018, Ehe revised Appendix I Eo the TO Tariff, and supportsing document.ation, such as the Report and this CiEy Council Resolut.ion, to FERC on behalf of 3 the ciEy of vernon. SECTIoN 5: The City c1erk, or Deputy City Clerk, of the City of vernon shall cerf.ify to Ehe passage, approval and adopt.ion of this resol-ution, and the City Clerk, or Deput.y City Clerk, of t.he City of vernon shal-l- cause this resolution and Ehe City Clerk's or Deputy City Clerk's cerEification to be enEered in the File of ResofuEions of Ehe Council of this City. APPROVED AND ADOPTED Ehis 24th day of October, 2017. Name : TiEIe: Mayor ATTEST: Citsy Clerk / DepuEy CiEy clerk APPROVED AS TO FORM: Katharine Mapes, Esq. Spiegel & McDiarmid. LLP special Counsef Eo CiEy 4 STATE OF CALIFORNIA )) ss COI'NTY OF LOS ANGELES ) t,, city Clerk / Deputy City Cl-erk of the City of Vernon, do hereby certify Ehat the foregoing Resolution, being ResoluEion No. , was duly passed, approved and adopEed by Ehe City Council of Ehe City of vernon at an adjourned regular meet.ing of Ehe ciEy Council duly held on Tuesday, october 24, 2017, and tshereaf t.er was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of Oclober, 2017, aE Vernon, California. city CLerk / oepucy City clerk ( SEAL) 5 EXHIBIT A APPENDIX I Transmission Revenue Requirement and TRBAA The Vemon Base Transmission Revenue Requirement is $ r'.1r-i i. I r.-l: .q I :.it-l \ and is comprised of the following components: Base TRR costs not subject to ETC Adjustment Clause: $498,480 ETC Adjustment Clause: Forecast SCE ETC Costs: S. -,.- * . . .' - Balance of Difference between prior year Forecast and Actual SCE ETC Costs: ($ '-- - '--' ''' ' -; Interest on Difference between prior year Forecast and Actual SCE ETC Costs: ($'. -. -' ) The ETC Adjustment Clause is: The projected SCE ETC Cost for the next calendar year, plus the true-up (positive or negative) of the prior October through September SCE ETC Cost with interest calculated pursuant to l8 C.F.R. $ 35.19a. The ETC Adjustment Clause will be recalculated annually and filed with the Commission with a proposed effective date ofJanuary I ofeach year. The TRBAA is a negative ${: hl6.iS.1l- for calendar year 201 .r. Vemon's Gross Load, consistent with its TRR, used by the ISO to develop the Transmission Access Charge is .-- I-- - MWhs. All of Vemon's transmission facilities and Entitlements placed under the ISO's Operational Control are High Voltage Facilities as defined by the ISO Tariff. The TRBAA will be recalculated annually consistent with the ISO Tariff approved by the Vemon Ciry Council, and provided to the ISO. APPENDIX I Transmission Revenue Requirement and TRBAA The Vemon Base Transmission Revenue Requirement is $2,915,648 and is comprised of the following components: Base TRR costs not subject to ETC Adjustment Clause: $498,480 ETC Adjustment Clause: Forecast SCE ETC Costs: 52,'7 66,120 Balance of Difference between prior year Forecast and Actual SCE ETC Costs: ($336,502) Interest on Difference between prior year Forecast and Actual SCE ETC Costs: (S12,450) The ETC Adjustment Clause is: The projected SCE ETC Cost for the next calendar year, plus the true-up (positive or negative) ofthe prior October through September SCE ETC Cost with interest calculated pursuant to l8 C.F.R. $ 35.19a. The ETC Adjustment Clause will be recalculated annually and filed with the Commission with a proposed effective date ofJanuary I ofeach year. The TRBAA is a negative $38,427 for calendar year 201 8. Vemon's Gross Load, consistent with its TRR, used by the ISO to develop the Transmission Access Charge is 1,154,492 MWhs. All of Vemon's transmission facilities and Entitlements placed under the ISO's Operational Control are High Voltage Facilities as defined by the ISO Tariff. The TRBAA will be recalculated annually consistent with the ISO Tariff approved by the Vemon City Council, and provided to the ISO. EXHIBIT B CITY OF VERNON PUBLIC UTILITIES DEPARTMENT REPORT REGARDING THE ESTABLSHMENT OF A NEW TRANSMISSION REVENUE BALANCING ACCOUNT AOJUSTMENT FOR CALENDAR YEAR 2018 October 17,2017 The City of Vernon ("Vernon" or "City") is a Scheduling Coordinator and a Participating Transmission Owner ("PTO") in the California lndependent System Operator Corporation ('lSO"). To participate in the lSO, PTOs are required to turn over administrative control of their transmission facilities and entitlements to the lSO. ln return, the ISO collects revenues for each PTO pursuant to calculations that reflect the expenses and capital costs incurred by each PTO to provide transmissron services. The relationship between PTOs and the ISO is governed by a Transmission Control Agreement ('TCA") which sets forth the specific duties and obligations of all PTOs. The TCA requires all PTOs to file a Transmission Owner Tariff ("TO Tariff') with the Federal Energy Regulatory Commission ("FERC"). Pursuant to Section 5.2 of the TO Tariff, Vernon updates its Transmission Revenue Balancing Account Adjustment (.TRBAA") annually. The TRBAA is a tariff mechanism designed to ensure that all Transmission Revenue Credits ("TRCs") are flowed through to ISO open access transmission tariff ("lSO Tariffl') customers via annual update filings at the FERC by PTOs. Appendix F, Schedule 3, Section 6. 1(b), of the ISO Tariff describes the annual TRBAA calculation as "a dollar amount based on the projected Transmission Revenue Credits as adjusted for the true up of the prior year's difference between projected and actual credits." This Report supports the establishment of a new TRBAA based on the requirements of the TO Tariff and the ISO Tariff. SUMMARY Section 5.2 of the Vernon TO Tariff identifies the items to be reflected in the TRBAA TRBAA Report 2018 Page2 of 5 and sets forth the procedure for revising the Transmission Revenue Balancing Account ('TRBA) on an annual basis, as follows: Transmission Revenue Balancing Account Adjustment The Participating TO shall maintain a TRBA that will ensure that all Transmission Revenue Credits and the refunds, specified in Sections 6 and 8 of Appendix F, Schedule 3 of the ISO Tariff, flow through to transmission customers. The TRBAAshall beequal to: TRBAA = TRCr + TRCI+ l. TRCI = The balance representing the prior period difference between the projected Transmisslon Revenue Credits and the actual credits. TRCr = The forecast of Transmission Revenue Credits for the following calendar year. | = The interest balance for the TRBA, which shall be calculated using the interest rate pursuant to Section 35.19(a) of FERC's regulations underthe Federal PowerAct (18 C.F.R. $ 35.19(a)). lnterestshall be calculated based on the average TRBA principal balance each month, compounded quarterly. Transmission Revenue Credits ("TRCs") are defined in Section 3.12 of the current Vernon TO Tariff as follows: 3.12 Transmission Revenue Credit: The sum of all revenues received by the Participating TO from the ISO for Wheeling service. The TRBAA is based on the balance in the TRBA as of September 30 of the current year and a forecast of the TRCs expected to be received in the following year. A summary of the elements of the Vernon TRBAA proposed to be effective January 1, 2018 is shown in Exhibit 1. lt shows that the balance in the Vernon TRBA as of 5.2 TRBAA Report 2018 Page 3 of5 September 30,2017, which reflects services rendered through June 30, 2017, is a cl.edit of $24,776, including interest. TRCs are projected to be a credit of $2,890. Taken together, these items sum up to a TRBAA to be effective for the twelve months starting January 1 , 2018 of a credit, or negative, balance of $27 ,667 . All of the Vernon transmission entitlements that are reflected in Vernon's transmission rates and the TRBAA are high voltage facilities. Therefore, there ls no need to allocate TRCs or other TRBAA components between high voltage and low voltage rates. CALCULATION OF THE NEW TRBAA The TRBAA is equal to the sum of: TRCr + TRCI + l. The balance in the TRBA of a credit of $35,537 as of Septembet 30,2017 represents the sum of the TRCI and the I components. The TRCI Component of Vernon's TRBAA TRCI represents a balance that reflects the difference for the prlor period between the projected TRCs and the actual credits. The prior period in this case is the twelve-month period starting October 1,2016 and ending September 30,2017. A summary of the determination of the September 30,2017 balance in the Vernon TRBA is shown in Exhibit 2. The TRCrcomponent reflects 1) the previously projected 2016 TRCs for Vernon of $411 or $34.25 per month, for the months October through December 2016, and 2) projected 2017 TRCs of $47,616 or $3,968 per month, for the months January through September 2017-both elements as reflected on Line No. 2 of Exhibit 2. Adjustments for actual payable TRCs reflecting high voltage wheeling revenues payable to the TO (i.e., Vernon) are reflected in Line 3 of Exhibit 2. Distribution of non-refundable interconnection amounts (further discussed below) are reflected in Line 4 of Exhibit 2 and produce the under (over) collection figures for the monthly payable TRC balances reflected in Line 5 of Exhibit 2. The monthly balances are carried forward from month to month in Line 6 of Exhibit 2. lnterest is calculated monthly (the I component) on the average monthly TRBAA Report 2018 Page 4 of 5 balance and is compounded quarterly into the monthly payable TRC balances pursuant to Section 5.2 of the Vernon TO Tariff. The interest calculation for payable TRC balances is shown in Lines 7-9 of Exhibit 2. The TRBA balance on September 30,2017 is shown in Line 13 of Exhibit 2. The I (lnterest) Component of Vernon's TRBAA As discussed above, the I component reflects interest on payable balances and on payments for prior year TRCs. As provided in Section 5.2 of Vernon's TO Tariff, monthly interest carrying costs are calculated using the 18 C.F.R. S 35.19(a) interest rates and calculation method. These interest rates are published by FERC and reflect the prime rate values published in the Federal Reserve Bank's "Selected lnterest Rates." The calculation of interest is reflected in Exhibit 2 and is included as an integral part of the calculation of the TRBA balance on September 30,2017. lt is not reflected as a separate line item in Exhibit 1 The TRCr Component of Vernon's TRBAA The TRCr component of Vernon's TRBAA stands for the forecast of TRCs for the following calendar year, in this case 2018. These forecast TRCs reflect projected wheeling revenues. Wheeling revenues, which correspond to ISO Charge Type 384, are projected to be a credit of $2,890.28, as shown in Exhibit 3. These projections are based on the accruals for services provided during the twelve- month period ending June 30,2017, which are reflected in the ISO's invoices to Vernon through September 30,2017. A summary of the monthly accruals for the twelve months ending September 30,2017 is shown in Exhibit 4. TRBAA Report 2018 Page 5 of5 Distribution of Non.Refundable lnterconnection Amounts Under Section 7.6 of Appendix DD of the ISO Tariff, "Application of Non-Refundable Amounts," "[t]he CAISO shall calculate and disburse available non-refundable interconnection study deposits and interconnection financial security in conjunction with the annual reassessment performed during the year that the withdrawal period ends." As a Participating Transmission Owner, Vernon received a share of the non- refundable interconnection financial security and study deposit amounts for projects withdrawn from January 1,2013 through December 31, 2016. ln particular, Vernon received $10,089.32 in the month of January 2017 and $10,742.50 in the month of September 2017 for pro,lects withdrawn from January 1 , 2013 through December 31 , 2016. ln order to distribute those funds to its ratepayers through its TRBM mechanism in accordance with Section 7.6 (c) of Appendix DD, Vernon has added Line 4 to the spreadsheet it uses to calculate its TRBAA, Exhibit 2 to this report. That line is entitled "Distribution of Non-Refundable lnterconnection Amounts" and tracks funds distributed by the ISO from month to month. RECOMMENDATIONS 1. Approve the newly calculated TRBAA of a negative $38,427, 2. Approve replacing the existing TRBAA of negative $47,616 with the new TRBAA for 2018 of a negative $38,427. 3. Approve the attached revised Appendix I of Vernon's TO Tariff reflecting the TRBAA of negative $38,427. 4. Authorize outside counsel to submit Vernon's TRBAA and supporting documentation, such as this Report and the City Council Resolution approving the new TRBAA to FERC. TRBAA Report 2018 Exhibit 1 AI B I C I D I E I F I G I H 1 CITY OF VERNON TRANSMISSION REVENUE BALANCING ACCOUNT ADJUSTMENT (TRBAA) CALENDAR YEAR 2018 DESCRIPTION Balance in TRBA on September 30, 2017 including interest Forecast Transmission Revenue Credits TRBAA TOTAL ($35,537) ($2,890) t1l l2l t3l (s38,427) Source: Exhibit 2, Column O, Line No 1 3 Exhibit 3, Column F, Line No 1 3 t4l t5l 2 5 6 7 8 9 10 11 12 IJ 14 'l( 18 19 20 21 22 ZJ 24 % 26 28 29 31 3Z,,. 37 38 g 4 41 42 E g 2 3 E PE,ZqE N; : -: i 3 i i a 3 il !9 -Lr!9 !4 :i !9 r' g : I : : 9 i a 3 ai ^P! I r r 88a ^ ^ ! :l s 9*9 I j g r, I E q € E I : " : : :E ei - -die_ i!:t i3<=:; HE :E 39 B3 o ci I "* I I I a 3 t I t a aGa94.99 aaa 9a:r,4!, 6 tBE ! s r tr- - r:5 - oI :Jr!9 !' d e ?z -oa9-'9 g gr9 ! t IaII! - -:o N * edae ea-; rr i a 9 : ,o L ;i o -:o o 5 ! alt'oaLo'. TRBAA Report 2018 Exhibit 3 AI B IC I D E F 1 CITY OF VERNON FORECAST TRANSMISSION CREDITS for Calendar Year 2018 TRBAA MONTH January-17 February-17 March-17 April-17 May-17 June-17 July-17 August-17 September-17 October-17 November-17 December-1 7 Total Wheelino ($240 86) ($240.86) ($240.86) ($240 86) ($240 86) ($240.86) (s240 86) ($240.86) ($240.86) ($240 86) ($240.86) (s240 86) ($2,890.28) Total ($240.86) (s240 86) ($240.86) ($240.86) ($240.86) ($240 86) ($240.86) (s240 86) ($240.86) ($240.86) ($240.86) ($240 86) ($2,890.28) t1l l2l t3l t4I tsl 161 17l l8l tel t10l [1 1l 112l [13] 2 3 4 6 7 8 I 10 11 12 13 14 15 to 17 18 19 20 21 22 IJ 24 25 26 28 29 30 JI 32. 34 36 37 38 39 40 41 4? 43 44 45 46 47 TRBAA Report 2018 Exhibit 4 A I B I c I o I E lFlcl Hl 1 Vernon Historical Transmission Credils for Calendar Year 2018 TRBAA Wheeling Revenues ISO INVOICEironth CT 384 Final Adjust nents Total July-16 August-16 September-'16 October-16 November-16 December-16 January-17 February-17 March-17 April-17 May-17 June-17 (s1,018 02) (s133 59) ($87 96) ($62 72) ($51 53) (M4 45) ($49 43) ($57 33) ($205 29) ($123 84) (s115 08) (S941 04) ($1,018 02) (s133.s9) ($87.95) ls62 72)- (s51 53) ($44 45) ($49 43) (s57 33) ($20s 29) (s123.84) ($115.08) (s941 04) 6a!942c)3l 2 3 4 7 l 0l 1l 2l REGENEO R,EGEEVEE ()cT r 2 2017 CITY ADMINISIRATION ocT 1 2 2017 STAFF REPORT &wl,"lnr CWCLERKSOFTICE PUBLIC UTILITIES DEPARTMENT DATE: TO: FROM: RE: October 17.-2011 Honorable Mayor and City Council Kelly Nguyen, General Manager of Public Ufliries 4^, A Resolution Adopting a New Transmission Revenue Requirement for 2018 in Accordance with Vernon's Transmission Owner Tariff and Providing for Tariff Sheet Changes to Implement the Adiustment Recommendation A. Find that approval of the proposed action is exempt from Califomia Environmental Quality Act ("CEQA) review, because it is a fiscal and 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. Adopt a resolution adopting a new transmission revenue requirement for 2018 in accordance with Vemon's Transmission Owner Tariff and providing for tariff sheet changes to implement the adjustnent. Backsround The City of Vemon is a Scheduling Coordinator and a Participating Transmission Owner (..PTO") in the Califomia lndependent System Operator Corporation C'ISO"). To participate in the ISO, PTOs are required to tum over administrative control of their tr*ansmission facilities and entitlements to the ISo. ln return, the ISO collects revenues for each PTO pursuant to calculations that reflect the expenses and capital costs incurred by each PTO to provide u-ansmission services. These calculations are known as Transmission Revenue Requirements ("TRRs"). The relationship between PTOs and the ISO is govemed by a Transmission Control Agreement C.TCA'), which sets forth specific duties and obligations of all PTOs. The TCA requires all PTOs to file a Transmission owner Taritr c'To Tariff') and TRR with the Federal Energy Regulatory commission ('FERC'). The TCA further requires all PTos to file any changes in their TRRs with FERC. Each PTO must also include in its TO Tariff its Gross Load which the ISO uses to calculate its grid-wide Transmission Access charge ('TAC") rates, and which is related to the City's ability to recover its full TRR. TRANSMISSION REVENUE REQUREMENT At present, the City's high voltage transmission assets consist of three long-term contracts (known as "existing transmission contracts" or "ETCs") which provide the City with dedicated access to high voltage transmission facilities owned by other entities. Specifically, the Ciry has contractual entitlements to utilize transmission assets pursuant to one long-term transmission contract with the Los Angeles Department of Water and Power ('LADWP) and two long-term transmission contracts with Southem Califomia Edison ("SCE"). The ETCs with SCE consist of one (the..SCE Victorville-Lugo ETC" described in SCE's FERC Rate Schedule 360) providing l1 MW of transmission capacity along the path between the Victorville-Lugo midpoint and the point of interconnection with the City's intemal transmission system (the "City Gate"), and one itt"..SCE Mead ETC,,described in SCE's FERC Rate Schedule 207) providing 26 MW of transmission capacity along the path between the Mead 230 substation and the City Gate. The costs of these ETCs make up the majority of the costs recovered through the city's TRR. Until recently, for each ofthe ETCs, the City paid the owner ofthe transmission facilities a fixed rate which was specific to the transmission path provided under each ETC' The attached TRR Report supports the establishment ofa new transmission revenue requirement associated with Vemon's high voltage entitlements. GROSS LOAI) Gross Load is the Ciry's aggregate annual demand for electricity. The Public Utilities Department calculates and projects Gross Load as palt of its normal operations. Since 20l2,the Gross Ioad stated in the Ciry's TO Tariff has been 1,181,728 MWh, a figure based on the City's 2010 actual load data. The city's Gross Load has declined since 2010. ln 2016, the city's Gross Load, as measured by ISO-certified revenue qualiry meters, was 1,154,492 MWh' This decline in Gross Load means the city will not recover from the ISO the full amount of its TRR unless its stated TO Tariff Gross Load is revised to reflect the City's actual load. Staff recommends submitting an amended version of the City's Appendix I to its TO Tariff stating the City's Gross Load for)018 at 1,154,492 MWh, in accordance with a 2016 test year (the data supporting the calculation of this figure is attached hereto as Exhibit 2)' Fiscal Imoact The cost of Existing Transmission Service contracts (ETC) incurred by the city will be recovered. Attachments I . Notice of Public Hearing to Establish New Transmission Revenue Requirement 2. Resolution Adopting a New Transmission Revenue Requirement Page 2 of 2 City of Vernon NOTICE OT- TTYO SEPARATE PUBLIC HEARINGS REGARDING TIIE F^STABLISHMENT OF VERNON'S NEW TRANSMISSION REVENUE BAI"I,NCING ACCOUNT ADJUSTMENT ANI) VERNON'S NEW trISIING TRANSMISSION CONTRACI ADJUSTMENT The City of Vemon will conduct a R-rblic Hearing which you rnay attend. PI.ACE:Vernon City Hall City Council Clun$er 4305 Santa Fe Avenue Vemon, CA 9058 DATE & TIME: Tue.sday, October 17 , 201'l , at 9:ffi Lm. (or as soon thereafter as 0re rnater c{n be heard) PIJRPOSE SUBJECI: (I) To consider evidence o establish Vernon's new Transmission Revenue Balancing Account Adjustnrent for its high voltage (over 200 kv) transmission entitlerEnts (all locatEd outside the City) pursuant to Vemon's Transmission Owner Tariff, and (2) To consider evidence to establish new Gross Load and Vemon's new Existing Transmission Contract Adjustrnent for its high voltage (over 200 kV) transmission entitlerEnts (all located outside the City) pursuant to Vemon's Transmission Owner Tariff. INCUMENIS TOR REVIEIV: Copies of a Resolntion Fsublishing a Transmission Revenue Balancing Account MjusurEnt for 2018 and a Resolution Adopting a New Transmission Revenue Requirenr.nt will be available for pblic examfuution aI Vernon City }Iall, locaed ar 4305 Santa Fe Avenue, Vcmon, Califomia or at rEelinSs/city{outel fiom October 12 to Octob€r 17, 2017. Please send yourcomncnts or questions to: Abraham Alernr City of Vernon, Rrblic Utilities 4305 Santa Fe Avenue, Vemon, CA 9058 (323) 583S81I Ext. 250 AAI-emu @ci.vernon.ca.us PROPOSD CEQA IINDING: Furd that appoval of the poposed rtion is exenpt ftom Califomia Envirmnenal Quality Act ("CEQA") review. because it is a fiscal and adminisati\€ rtivity that will not result in dirccr or indirect physical changes in the environnrnt, and therefore does not consitne a "pmject" as defrned by CEQA Gui&lines section 15378. If you challenge the adoption/approval of the establishment of Vemon's new Transmission Revenue Balancing Account Adjustment, or Vemon's new Existing Transmission Contract AdjusfiEnt or any Eovision thercof in court you may be hmited to raising only those ismes you or sonrcone else mised at the hearing described in this notice or in wrisen corrcspondence delivered to the City of Veflron at. or fior to, the rEeting. Anrricans with Dsabilities Aa (ADA): In corpliance with ADd if you need special assislance !o panicipate in tlE nreting please contact the Offrce of the City Clerk al (323) 5818811 ext. 546. The hearing may be continued or adjoumed or cancelled and rescheduled to a stated tirE and place without further notice of a public hearing. 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583-881 I Dated: October 3. 2017 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ADOPTING A NEW TRANSMfSSION REVENUE REQUIREMENT FOR 2O].8 IN ACCORDANCE WITH VERNON'S TRANSMISSION OWNER TARIFF AND PROVIDING FOR TARIFF SHEET CHANGES TO IMPLEMENT THE AD.fUSTMENT WHEREAS, the CiEy of vernon ("city") is a chartsered municipal corporation of the SEate of California that owns and operaEes a sysEem for the generaE.ion, purchase, transmission, disEribution and sale of electric capacity and energy; and WHEREAS, the CiEy is a Partj-cipating Transmission owner (*PTO" ) with the California Independent System Operator Corporation ('Iso"), and tshe Federaf Energy Regulatsory Commission ("FERC" ) has approved its existsing Transmission owner Tariff ("TO Tariff"); and WHEREAS, the ISO reimburses t.he city according to Ehe City's currenE Transmission Revenue Requirement ("tnn" ) in return for the City turning over tso the ISO E.he operation and control of the City's transmission entit.Iements,' and WHEREAS, each PTO must. incl-ude in its To Tariff its Gross Load, which the IsO uses Eo calculaEe its grid-wide Transmission Access Charge ("tac") raEes. and which is related to the Citsy's abilitsy Eo recover its ful-I TRR; and WHEREAS. t.he Cit.y's transmission entsitslements include rights under certsain conEracts (each an "ETC" ) including (i) an agreement with the City of Los Angeles Department of Water and Power entiEled "Los Angeles-vernon Adelanto-VicEorvi 11e - Lugo Firm Transmission Service Agreement." (the " LAWDP ETC"); (ii) an agreemenE with Southern california Edison company ("sCE") entitled "Amended and Restated Edison-Vernon VicEorvi 1Ie - Lugo Firm Transmission Service Agreement" (che "SCE Victorvi IIe - Lugo ETc"); and (iii) an agreement wiEh scE enlitled "Amended and Restated Edison-Vernon Mead Firm Transmission services AgreemenE" (the "SCE Mead ETc"); and WHEREAS, the City's costs under the LADWP ETC, Ehe SCE VicEorville - Lugo ETC, and tshe SCE Mead ETC have tsradiEionally been based upon a negoEiaEed fixed "pat.h-specif ic" raEe charged by LADWP or SCE, based on Ehe acEual cost.s of the specific transmission lines made available under each ETC, multsiplied by the amounc of tsransmission capacity guaranteed to the CiEy under each ETc; and WHEREAS, on AugusE 1, 2008, SCE filed a peEiEion with FERC seeking to amend Ehe pricing struct.ure under the SCE Victsorvi lle - Lugo ETC and Ehe SCE Mead ETC to replace t.he negoEiaEed path-specific raEes set forth in Ehose ETCS with a "posEage-sEamp" raEe which reflectss the blended rate SCE charges to the Iso for Ehe acEual usage of a1l of SCE's transmission lines by cusEomers of Ehe ISO; and WHEREAS, the post.age-sEamp rat,e which SCE charges Eo the ISO is derived from scE's TRR and, Eherefore, will change each time ScE amends iEs TRR; and WHEREAS, on SepEember 30, 2008, FERC acceptsed, subjecE to refund and hearing and selElement procedures, scE's proposed revisions under Ehe SCE VicEorvi I1e -Lugo ETC and Ehe SCE Mead ETC to replace Ehe negotiated paEh-specifi.c rates set forEh in Ehose ETCS with a postage- stsamp raEe, and thus the City's cosEs under Ehe SCE victorville -Lugo ETC and the ScE Mead ETc will vary proportionaEely with any changes in SCE'S TRR; and WHEREAS, the CiEy reached a seEElement agreement (the "SCE SeE.t.lement" ) wiEh SCE tso amend the sCE VicEorvi I1e - Lugo ETc and Ehe SCE -2- Mead ETC to replace the paEh-specific rates seE forEh in those ETCS wiEh SCE's postage-sEamp rate af t.er a phase-in period thats began on AugusE 1,2009, during which Ehe ciEy's paEh-specific raEes in Ehose ETCS are gradually stsepped-up over three years (the "Phase-In RatseE") unEil Ehe paEh-specific raEes are equal to SCE's poslage-stamp rate as of January 1, 2013; and WHEREAS, under the sCE SetElement, tshe City's costs for the ScE vicEorvi l le - Lugo ETc and E.he ScE Mead ETc are equal to (i) from AugusE l, 2009, until December 31, 2oL2, E}re Phase-In Ratses, and beginning on January 1, 2013, t.he SCE posEage-stamp ratse, in each case multiplied by (ii) Ehe amount. of transmission capacit.y guaranEeed to Ehe CiEy under each ETC; and WHEREAS, FERC approved Ehe SCE SetElemenE pursuant to an order issued SepEember 7L, 2009, 128 FERC n st,zlt (2o19l , in FERC Docket Nos. ERo8-1343-000, ERo8-1353-000, ERo9-l-87-000, ERo9-187-001, ELo9-19-000, and ERo9-445-000 ("SCE Set.t.Iement Order" ); and WHEREAS, on behalf of Ehe city, t.he BraE.t.Ie Group, an experienced uEiliEies consulEing firm, developed a tracking mechanism for the Cit.y's TRR ("TRR Tracking Mechanism" ) Eo allow Ehe City's TRR to be adjusEed annually, effective January 1 of each year, tso reflects changes in the City's cosEs under the SCE VicE.orvi IIe - Lugo ETc and the SCE Mead ETC Ehats change as a result of (i) the stepped-up raEes implemenEed between AugusE L, 2OO9 and December 37, 207,2; or (ii) any change in SCE'S TRR on or af E,er January 1, 2013; and WHEREAS, on Ehe basis of The BraEtsle Group's analysis and evidence from city sEaff, which was considered during a public meeting of Ehe City Council held on JuIy r-.3, 2009, tshe CiEy, on iluly L5, 2009 (",ru1y 15 FERC Filing"), filed wit.h FERC proposed revisions Eo its TO 3 Tariff proposing staEed TRRS for each of Ehe years 2010 Eo 2012, hrhich dollar amounEs were also included in Ehe SCE SeEtlement ( "To Tariff Revisions" ) ; and WHEREAS, tshe CiEy also submitEed in E.he ,July 15 FERC Filing a requesE. t.o ulilize an "ETC AdjustmenE Clause" to adjust autsomaEically each year the cosEs the CiEy incurs aEEributable Eo any changes in SCE's TRR associatsed wiEh SCE's High voltage Existsing conEracEs Access Charge ("HVECAC" ) rate; and WHEREAS, FERC approved Ehe City's request Eo uEilize an ETC Adj usE.menE Clause Eo reflecE annual projecEed changes co scE's TRR, in an order issued september Ll , 2oo9, 128 FERC tT sr,z:s (2oo9l , in FERC DockeE No. EL09-54-000 ("TO Tariff Order"); and WHEREAS, under t.he TO Tariff Order, the City's TO Tariff revisions wenE inEo effecE on AugusE 1, 2009, and WHEREAS, on 'January 6 , 2Ol5 , t.he CiEy approved revisions t.o tshe templatse used to calculate Ehe annual ETC AdjustmenE clausei and WHEREAS, on April 8, 20L5, FERC approved t.he City',s 2015 filing wit.h FERC reflecling modificaEions Eo the base TRR as calculated using the revised ETc AdjusEment Clause Eemplate; and WHEREAS, the Cit.y is reguired under tshe TO Tariff order Eo submiE annual filings wiEh FERC reflecting modifications t.o t.he base TRR; and WHEREAS, Ehe current Gross Load included in the City's TO Tariff is based on 20L0 load daEa and the Public Utilities Department calculatses that Gross Load in 2015 was L,154,492 YlWh, substanEially Iower Ehan in 20L0; and WHEREAS, a NoEice of Public Hearing was pu.blished on Octsober 3, 2Ol7 , noEifying all interestsed parEies thaE a hearing tso consider 4 evidence tso esEablish the City's new TRR and Gross Load was scheduled f or Oct.ober l7 , 20L7 ; and WHEREAS, the regular CiEy Council meeting scheduled for OcEober L7, 2oL7 was adj ourned uo octsober 24, 2017, ar.d WHEREAS, notice of the Publ-ic Hearing was posted in accordance with Government Code secEion 54955.1; and WHEREAS. on Oct.ober 24, 20L7, tshe City Council held a Pu.blic Hearing in which tshe Citsy Council t.ook evidence from staff and Ehose other persons in att.endance who wished Eo be heard on the calculation of Ehe City's new TRR and cross Load under Ehe ciEy's amended TO Tariff; and WHEREAS, the TRR for 2018 is shown in Ehe amended Appendix I to the To Tariff, a copy of which is atsEached hereE.o as ExhibiE A and made a part hereof. WHEREAS, the Public UEilities DeparEmen! has prepared a Reporc, daced october ]-7, 201?, with exhibits, a copy of which is att.ached hereEo as ExhibiE B and made a part hereof, which reit,erates its previous conclusions Ehat Ehe TRR and ETC Adjustment Clause mechanism developed by The BraElIe Group, approved by FERC under E.he amended To Tariff, and revised in 2015 are reasonabl-e and which calculaEes tshe amounE derived under the ETC Adj ustment Clause for 2018; and WHEREAS, the Public Utilicies Department has recommended the cicy adopE the TRR shown in Ehe amended Appendix I to the TO Tariff, atsEached as Exhibit A, to be effective on January 1, 2018; and WHEREAS, the City Council has heard and considered all evidence, written and oraI, present.ed in consideration of Ehe establishmenE of the CiEy's new TRR and Gross Load under Ehe amended TO 5 Tariff. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COT'NCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The CiEy Council of the City of Vernon hereby finds and deEermines tshat Ehe above reciEals are Erue and correct. SECTION 2: The CiEy Council of Ehe City of Vernon finds chaE Ehis action is exempt from California EnvironmenE.al Oualit.y Act ("CEOA') review, because iE is a fiscal and administraEive acEivity t.haE vri1l noE result in direct or indirecE physical changes in Ehe environmenE, and Eherefore does not. constituEe a "projecE" as defined by CEQA Guidelines secE.ion 15378. SECTIoN 3: The City Council of E.he City of vernon hereby furEher finds and determines thaE all persons have had Ehe opport.uniEy to be heard or !o file writ,t.en comment.s Co the proposed adoption of tshe Cit,y's TRR, and after due consideration of any and all evidence submitted aE t.he Public Hearing, deEermines Ehere are compelling reasons Eo jusEify the adoption of tshe City's TRR and Gross Load, to be effective January l, 20la. SECTION 4: The CiE.y Council of Ehe CiEy of Vernon hereby declares thaE: (a) any determination made pursuant, to this Resolution regarding Ehe validiEy or reasonableness of any portion of any TRR or TO Tariff shall apply only prospectively from Ehe date of Ehis Resolut.ion; and (b) in no way shall this Resolut.ion affect Ehe Citsy Council's adopEion or determinaEion of any previous TRR or TO Tariff. SECTION 5: The CiEy Council of Ehe Citsy of Vernon hereby approves, pursuant Eo Ehe TO Tariff and Eo be effective on January 1, -6- 2018, the esEablishment of the ciEy's new TRR, Gross Load, and Appendix I to the TO Tariff implemenEing the new TRR and cross Load, as described in the Public Ut.ilities DepartmenE. ReporE daE.ed October 17, 2017 . SECTION 5: The City Council of t.he Cit.y of Vernon hereby aut.horizes ouEside counsel to submits the CiEy's TRR, the amended Appendix I t.o the Vernon TO Tariff, and supporting documenEaEion, such as t.he Report., and Ehis CiEy Council ResoluE,ion approving Ehe new TRR and Gross Load, to FERC on behalf of t.he Citsy of Vernon. SECTION 7: The City Clerk or DepuEy City Clerk of the City of vernon shalI cerEify Eo E.he passage, approval and adoption of Ehis resolution, and the CiEy C1erk, or Deputy City C1erk, of Ehe Cit.y of Vernon shal1 cause Ehis resolution and the City Clerk's, or Deputsy City Clerk's, cerEificaEion to be enE.ered in the FiIe of resoluEions of tshe Council of this CiE.y. APPROVED AND ADOPTED Ehis 24rh day of Oct.ober, 201?. Name: Title: Mayor At 1.tr51 : Citsy Clerk /Deputy City C1erk APPROVED AS TO FORM: KaEharine Mapes, Esq. Spiegel & McDiarmid, LLPSpecial Counsel tso Citsy -7 - STATE OF CAII FORNIA COUNTY OF LOS ANGELES , CiE.y Clerk / Deput.y Cit.y Clerk of t.he City of Vernon, do hereby cerEify EhaE Ehe foregoing Resolution, being Resolulion No. , was duly passed, approved and adopt.ed by the City Council of Ehe CiE.y of Vernon at an adj ourned regular meet.ing of Ehe CiEy Council duly held on OcEober 24, 2Of7, and EhereafEer was duly signed by the Mayor or Mayor Pro-Tem of lhe City of Vernon. Execut.ed this day of October, 20L7, aE Vernon, Catifornia. CiEy Clerk / Deput.y City Clerk (SEAL) t, 8 EXHIBIT A APPENDIX I Transmission Revenue Requirement and TRBAA The Vemon Base Transmission Revenue Requirement is $.lJr.ii.l(r{1.'r lS.6Jti and is comprised of the following components: Base TRR costs not subject to ETC Adjustment Clause: $498,480 ETC Adjustment Clause: Forecast SCE ETC Costs: g- :r':,;. -'1 I l Balance of Difference between prior year Forecast and Acrual SCE ETC Costs: (S, ,'- , .- , I ' -; Interest on Difference between prior year Forecast and Actual SCE ETC Costs: (S: ;l - -r ) The ETC Adjustment Clause is: The projected SCE ETC Cost for the next calendar year, plus the true-up (positive or negative) ofthe prior October through September SCE ETC Cost with interest calculated pursuant to l8 C.F.R. $ 35.19a. The ETC Adjustment Clause will be recalculated annually and filed with the Commission with a proposed effective date ofJanuary I ofeach year. The TRBAA is a negative $l:.r'l 6.1S.+l : for calendar year 20 I :'. Vemon's Gross Load, consistent with its TRR, used by the ISO to develop the Transmission Access Charge is- :- -l'. -..IMWhs. All of Vemon's transmission facilities and Entitlements placed under the ISO's Operational Control are High Voltage Facilities as defined by the ISO Tariff. The TRBAA will be recalculated annually consistent with the ISO Tariff approved by the Vemon City Council, and provided to the ISO. APPENDIX I Transmission Revenue Requirement and TIIBAA The Vemon Base Transmission Revenue Requirement is $2,915,648 and is comprised of the following components: Base TRR costs not subject to ETC Adjustment Clause: $498,480 ETC Adjustment Clause: Forecast SCE ETC Costs: 52,766,120 Balance of Difference between prior year Forecast and Actual SCE ETC Costs: ($336,502) Interest on Difference between prior year Forecast and Actual SCE ETC Costs: ($12,450) The ETC Adjustment Clause is: The projected SCE ETC Cost for the next calendar year, plus the true-up (positive or negative) of the prior October through September SCE ETC Cost with interest calculated pursuant to l8C.F.R. $ 35.19a. The ETC Adjustment Clause will be recalculated annually and filed with the Commission with a proposed effective date ofJanuary I ofeach year. The TRBAA is a negative $38,427 for calendar year 2018. Vemon's Gross Load, consistent with its TRR, used by the ISO to develop the Transmission Access Charge is 1,154,492 MWhs. All of Vemon's transmission facilities and Entitlements placed under the ISO's Operational Control are High Voltage Facilities as defined by the ISO Tariff. The TRBAA will be recalculated annually consistent with the ISO Tariff approved by the Vemon City Council, and provided to the ISO. EXHIBIT B CITY OF VERNON PUBLIC UTILITIES DEPARTMENT REPORT REGARDING THE ESTABLISHMENT OF NEW GROSS LOAD AND A REVISED NEW TRANSMISSION REVENUE REQUIREMENT ASSOCIATED WITH VERNON'S HIGH VOLTAGE ENTITLEMENTS October 17,2017 The City of Vernon ("Vernon" or "City") is a Scheduling Coordinator and a Participating Transmission Owner ("PTO") in the California lndependent System Operator Corporation ("lSO") To participate in the lSO, PTOs are required to turn over administrative control of their transmission facilities and entitlements to the lSO. ln return, the ISO collects revenues for each PTO pursuant to calculations that reflect the expenses and capital costs incurred by each PTO to provide transmission services. These calculations are known as Transmission Revenue Requirements ("TRRs"). The relationship between PTOs and the ISO is governed by a Transmission Control Agreement ('TCA"), which sets forth specific duties and obligations of all PTOs. The TCA requires all PTOs to file a Transmission Owner Tariff ("TO Tariff') and TRR with the Federal Energy Regulatory Commission ("FERC"). The TCA further requires all PTOs to file any changes in their TRRs with FERC. Each PTO must also include in its TO Tariff its Gross Load which the ISO uses to calculate its grid-wide Transmission Access Charge ('TAC") rates, and which is related to the City's ability to recover its full TRR. TRANSMISSION REVENUE REQUIREMENT At present, the City's high voltage transmission assets consist of three long-term contracts (known as "existing transmission contracts" or "ETCs") which provlde the City with dedicated access to high voltage transmission facilities owned by other entities. Specifically, the City has contractual entitlements to utilize transmission assets pursuant to one longterm transmission contract with the Los Angeles Department of Water and Power ('LADWP') and two long-term transmission contracts with Southern Californla Edison ("SCE"). The ETCs with SCE consist of one (the "SCE Victorville-Lugo ETC" described in SCE's FERC Rate Schedule 360) TRR Report 2018 Page 2 of 6 providing 11 MW of transmission capacity along the path between the Victorville- Lugo midpoint and the point of interconnection with the City's internal transmission system (the "City Gate"), and one (the "SCE Mead ETC" described in SCE's FERC Rate Schedule 207) providing 26 MW of transmission capacity along the path between the Mead 230 substation and the City Gate. The costs of these ETCs make up the majority of the costs recovered through the City's TRR. Until recently, for each of the ETCs, the City paid the owner of the transmission facilities a fixed rate which was specific to the transmission path provided under each ETC. On August 1, 2008, SCE proposed to increase its TRR and associated rates in FERC Docket No. ER08-1343-000. ln a related filing submitted in FERC Docket No. ER08-1353-000, SCE proposed to transition both of its ETCs with Vernon from their current, fixed "path-specific" rates to a so-called "postage stamp" rate methodology which reflects the blended rate which SCE charges the ISO pursuant to its own TRRs for the actual usage of all of SCE's transmission facilities by customers of the ISO (the'HVECAC Rate"). The HVECAC Rate that SCE proposed in its TO Tariff is derived from SCE's TRR and, therefore, will change each time SCE amends its TRR. On September 30, 2008, FERC accepted, subject to refund and hearing and settlement procedures, SCE's proposed revisions to its TO Tariff to transition the negotiated path-specific rates set forth in the SCE Vlctorville-Lugo ETC and the SCE Mead ETC to the uniform HVECAC Rate, and thus the City's costs under those ETCs will vary proportionately with any changes in SCE's TRR. The City reached a settlement agreement (the "SCE Settlement") with SCE to amend the SCE Victorville-Lugo ETC and the SCE Mead ETC to fully transition the path-specific rates set forth in those ETCs to SCE's HVECAC Rate after a phase-in period that began on August 1, 2009, during which the City's path-specific rates in those ETCs have been gradually stepped-up under incrementally increasing fixed TRR Report 2018 Page 3 of 6 rates (the "Phase-ln Rates") until the path-specific rates are equal to the HVECAC Rate as of January 1,2013. FERC approved the SCE Settlement pursuant to an order issued September 1 1 , 2009, 128 FERC 1161 , 237 (2009), in FERC Docket Nos. ER08-1 343-000, ER08-1 353-000, ER09-1 87-000, ER09-1 87-001, EL09-1 9- 000, and ER09-446-000 ("SCE Settlement Order"). On behalf of the City, The Brattle Group, an experienced utilities consulting firm, developed a TRR tracking mechanism clause for the City's TRR ("ETC Adjustment Clause"), which allows the City's TRR to be adjusted annually, effective January 1 of each year, to reflect changes in the City's transmission expenses associated with any changes implemented by SCE in the HVECAC Rate associated with the SCE Victorville-Lugo ETC and the SCE Mead ETC. On the basis of The Brattle Group's analysis and evidence from City staff, which was considered during a public meeting of the City Council held on July 13, 2009, the City, on July 15, 2009 ("July 15 FERC Filing"), filed with FERC the proposed (i) revisions to its TO Tariff proposing the City's stated TRRs for each of the years 2010 lo 2012, which dollar amounts were also included in the SCE Settlement ("TO Tarifi Revisions") and (ii) the ETC Adjustment Clause tracking mechanism. The July 15 FERC Filing acknowledged that, to the extent that the SCE Settlement was accepted, because the stated Phase-ln Rates would be fixed, the ETC Adjustment Clause for the term of the Phase-ln Rates would be zero. FERC approved the City's July 15 FERC Filing, including the TO Tariff Revisions, the City's proposed calculations of the TRR for years 2010 to 2012, and the City's request to utilize an ETC Adjustment Clause, in an order issued September 11, 2009, 128 FERC 1[ 61,235 (2009), in FERC Docket No. EL09-64-000 ("TO Tariff Order"). The City is required under the TO Tariff Order to submit annual filings each year with FERC reflecting annual modifications to the base TRR of the City. ln January 2015, the City approved revisions to the template used to calculate the TRR Report 2018 Page 4 of 6 ETC Adjustment Clause and submitted these revisions to FERC. On April 8,2015, FERC approved the City's 2015 TRR filing as calculated using the revised ETC Adjustment Clause template; the City has prepared this year's filing using that revised template. CALCULATION OF THE ETC ADJUSTMENT CLAUSE Section 5.3 of the Vernon TO Tariff identifies the items to be reflected in the ETC Adjustment. The ETC Adjustment Clause shall be calculated as: ETC Adjustment = ETCCr+ ETCCI+ l. ETCCr = The forecast of SCE ETC Cost for the following calendar year ETCCI = The balance representing the prior period difference between the projected cost of the SCE ETCs ('SCE ETC Cost") and the actual cost. | = The interest balance for the ETC, which shall be calculated using the interest rate pursuant to Section 35.19(a) of FERC's regulations under the Federal Power Act (18 C.F.R. 35.19(a)). lnterest shall be calculated based on the average ETC true-up balance each month, compounded quarterly. A summary of the elements of the Vernon ETC Adjustment Clause proposed to be effective January 1, 2018 is shown in Exhibit 1 . The ETC Adjustment Clause to be effectiveforthetwelve months starting January 1,2018 is $2,417,168. The ETCCr Comoonent The ETCCr component stands for the forecast of SCE ETC costs for the following calendar year, in this case 2018. These forecast SCE ETC costs reflect 2018 rates from Southern California Edison Company's draft FERC Filing, posted on its website pursuant to its formula rate protocols (approved in FERC Docket No. ER1 1-3697). That filing is scheduled to be made at FERC, in its final form, in December 2017; Vernon will true up any differences in its SCE ETC costs when it makes its 2019 TRR Report 2018 Page 5 of6 TRR filing. The ETCCr for 201 8 SCE ETC costs are projected to be $2,766,120 as shown in line 8 of Exhibit 1. The ETCCI Component ETCCI represents a balance that reflects the difference between prior year forecast and actual SCE ETC costs. The prior period in this case is the twelve-month period starting October 1 , 2016 and ending September 30,2017 . A summary of the determination of the September 30, 2017 balance in the ETC Adjustment Clause is shown in Exhibit 1 . The ETCCI component reflects 1 ) the previously projected 2016 SCE ETC costs of $214,600 per month, for the months October through December 2016 and projected 2017 SCE ETC costs of $225,700 per month, for the months January through September 2017 , 2) aclual2016 SCE ETC costs of $ 208,680 per month, for the months October through December 2016 and $209,420 per month, for the months January through September 2017 , and 3) refunds received by the City-all elements as reflected on Line No. 8, 15, and 16 of Exhibit 1. The net of these elements produce the under (or over) collection figures reflected in Line 17 of Exhibit 1 . The ending balance is the sum of the beginning balance on October 1 and the (over)/under collection - both elements as reflected on Line 1 and 17 of Exhibit 1. The cumulative monthly balances are carried forward from month to month and the ETCCI component on Septembet 30,2017 of negative $336,502 is shown in line 19 of Exhibit 1. The I (lnterest) Component The lnterest component reflects interest on the difference beMeen prior year forecast and actual SCE ETC costs. The monthly interest carrying costs are calculated using the 18 C.F.R. S 35.19(a) interest rates and calculation method. These interest rates are published by FERC and reflect the prime rate values published in the Federal Reserve Bank's "Selected lnterest Rates." TRR Report 2018 Page 6 of 6 lnterest is calculated monthly on the average cumulative monthly balance and is compounded quarterly. The interest component is negative $12,450, as shown in Lines 20-24 of Exhibit 1. GROSS LOAD Gross Load is the City's aggregate annual demand for electricity. The Public Utilities Department calculates and projects Gross Load as part of its normal operations. Since 2012, the Gross Load stated in the City's TO Tariff has been 1,181,728 MWh, a figure based on the City's 2010 actual load data. The City's Gross Load has declined since 2010. ln 2016, the City's Gross Load, as measured by ISO-certified revenue quality meters, was 1,154,492 MWh. This decline in Gross Load means that the City will not recover from the ISO the full amount of its TRR unless its stated TO Tariff Gross Load is revised to reflect the City's actual load. Staff recommends submitting an amended version of the City's Appendix I to its TO Tariff that states the City's Gross Load for 2018 at 1,154,492 MWh, in accordance with a 2016 test year (the data supporting the calculation of this figure is attached hereto as Exhibit 2). RECOMMENDATIONS 1. Approve the establishment of new Gross Load and the City's revised new TRR for 20'18 and revised Appendix I to the TO Tariff. 2. Authorize outside counsel to submit the City's TRR, ETC Adjustment Clause amount, the revised Appendix I to the TO Tariff, and this City Council Resolution approving the TRR and ETC Adjustment Clause amount to FERC on behalf of the City of Vernon. t i.!!! iii :EEI ,l>:i:i-:ti ,3 !!iiJi !i T a ,ititi I! a t!: tt: tt: t!t iti lti t!: lti rt: rt: t!: l!: I 3 i at 6t li Ti IE t: 913 eaia ialE :::e :l: !E!: , !q: ciES i!dF j:=i !t: !i:: i:r! 3:r: ttt !:ii :!r! 5::: !lt !aiE r:t! r:!! :l: !E:i !;r! r::. !!i !a:a ! t3! EEEa t!t! ,._. t!t !Eti I:d! ':-: llt cgii 5!rl :::- ; Tf: 5q! lqt Eqt tql ttt rqq tql tgtlcE ttt ttt qt9:z: iti ii!1.! !tliI t!ti !i a E?.-i ir^!r^ !r^lr^ !! :r!Er! !r!irl ,i-: r!tr!t i!t:!l :9i i t!:lll t!!l:: !!s !9 t" EXHIBIT 2 City of Vernon Calendar Year 2016 Gross Load (as measured by |SO-certified revenue quality meters) Load (MWhs) 97,607.4L 89,667 .25 97 ,079.17 95,489.36 96,577.31 99,953.05 100,719.39 704,930.94 98,263.59 98,404.39 92,545.90 89,148.89 Ca lendar Year 2015 1,1.54,491.58 Ja n- 15 Feb-16 Mar-15 Apr-16 May-16 Jun-15 J ul-16 Aug-16 Sep-16 Oct-16 Nov-1.6 Dec-15 REGEIVED ocT 10 20li CITY CLIRKS OFIICE REGEIVED ocT 0 3 20? DATE: TO: FROM: R-E: October 17,2017 Honorable Mayor and City Council Michael A. Earl, Director of Hum ,o R"rourr""''ilk -Originator: Veronica Avendano, Administr *ive A6etary Service Pin Awards for September 2017 Recommendation A. City Council to present service pins to those employees hired in September. Background Submitted herewith is a list of employees who are eligible to receive their service pin based on the number of service years with the City of Vemon. Fiscal Imoact None. Attachment(s) I . September 2017 Service Pin employee list. Page I of I C)l!O O o oIJN@\o N@q\a^,ts!o\\c{oo\t\oN\oo\NoNG.o\ gl.]F F o.v o o o l! OJa) rf) o oU) OJ Q) o OJ G q) &qJ o, OJ(n o U Q) f odU) E OJ U) CI(, lll oaU) E Q) U7 t!U FzI]JzF l!o o .95Ic-c. Q) ) -o c. -o c. a) f ! I!z z rh iq ITJ J g] o. EoF d!o) 2 U o) a U NAJo.oJ .E o o l!NoJ IL cl F.U) Flz F.{ rI]U rI](n t\ oN cn ri zz ri aazl-lF kla ' .:iif ,',.rED ocT l2 2017 STAFF REPORT CIIY CLERI(S OFFICECITY ADMINISTRATION F DATE: TO: FROM: RE: October 17,2017 Honorable Mayor and City Council carlos R. Fandino Jr., city Administraror C( tOltt-t n Originator: Lilia Hernandez, Executive Assistant to the City Administrator A Proclamation for Ryerson Holding Corporation in Recognition of their l75th Anniversary Recommendation A. Acknowledge and present a proclamation to Ryerson Holding Corporation in recognition of their success and l75h anniversarv milestone. Background Founded in 1842, Ryerson Holding Corporation ("Ryerson") is a leading distributor and value- added processor of industrial metals. Ryerson has grown into the second largest metals servicer in the country with approximately 4,000 employees at around 100 locations in the United States, Canada, Mexico and China with sales of $3 billion annually. In Vemon since 1947, Ryerson's Southem Califomia facility serves as the hub of the company for the entire West Coast. The Vemon facility has approximately 100 full time employees with an average experience at Ryerson of over 15 years, with some approaching 35 years. With almost 300,000 square feet in size, and about $100 million in sales to the local market, Ryerson has contributed to the economic vitality of Vemon and the surrounding communities. Ryerson is committed to helping build better communities in the places where it operates and as such, continuously supports Vemon and the surrounding communities through the Rio Hondo- Vernon Rotary Club and other organizations including: the House of Ruth, Salvation Army, Boys and Girls Club, and by making contributions to local schools. 2017 marks the Company's 175th year in business and 70s year operating in the City of Vemon. Fiscal Imoact None Attachment 1. Proclamation A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON COMMENDING AND HONORING RYERSON HOLDING CORPORATION ON ITS 175TH ANNIVERSARY ll'IlEREAS, Jomded in 1812, Rlerson Holding Corporation ('Rlerson') is a leadiry distibator ond uah*added pmassor of indulnal nelals, lhal lhmtgh a netal se|irz enter in the Cij of l/enon, has been nnlib ing to lbe economic utali,' of lhe CiA since 1 917; and V'I1EkEAS, dtting the nontb oJ'Octobea \lerson will nhbran ih l75t'anniucrsary nihstone and 7dt' )ear oPerating in l/enon; and V'IIEREAS, Rlerson hat gmwn into tbe sennd latg:st metah raicer in the lntrJ ryith aPPnindhb 1,000 enployes at amtnd 100 lorztions in tfu United States, Canada, Meico and Cbina vith sahs of $) billion annualll; and W'IIEREAS, at almon )00,000 tqrun fe* in sile and abot $100 nillion in sahs to tbe local market, tbe l/enon Jbciliry senxs clients in uiotts indulies thmaghoar tbe lVest Coast and exemplfies the'"l/enon Means Brciner" motto; and W'IIERE4S, the L/enon fadliry bu aPpn\inatelJ 100 full tine enplolus witb an awrage expeienr at Rlerson oJ orcr I 51ears, vith sone appmaching )5 yarc; and W'IIEREAS, \ymon is nmmimd n belping bnld better commmitiet in the plaes wlten it oprahs, and at uch, nntinaoasll supprls Llenon and lhe satmtnding conmunities tbnagh the No Hondo-Llenon Rotary Chb and otber oryaniiations indading the Hoase oJ-Rtth, Sahation Amy Boy and Gir/s Clab, and b1 naking nntib ions to local stbools; and W'IIEREAS, the Mayr and the Ciry Coundl of tbe Ciry oJ'L/enon, on bebalJ ol its enploye1 nsidents and buinuses, tish to ommend and honor Rlerson Holding Cotporation on ils l7/' onniwrsary andJor their nanl nntrib*iont to the Ciry of L/enon and the ntmunding commttnities dting the past 70yars. N O IY/, TIl EREFORE, TH E MAYO R AN D TH E CITY CO U N CI L OF TH E C M' O F ,.ERNON, ON BEIIAI-F OF ITS EMPLO'EE.', RE.'IDENTJIAID BLTYAE.'-fES HEREBY COMA,IENDS AND CONGK4ruL4TE.f R}ERfON HOLDING CORPORATION ON ITS I751'II ANNII,ER.'IR}: THIS PROCL4MATTON /J BEING PRE.'ENTED TO R}ER.'ON HOI.DING COB,]'ORANON B\'THE HONORABIE MAYOR MEUSSA \BARRA FOR ,.IND ON BELIALJ OFTHE CTTY COUNCILOFTHE CITY OF T/ERATON THIS 17NI DAl' OF OCTOBER TIYO THOU SAN D AN D S EL'ENTEEN. CITYOT. ISRA'ON EEopeeo t.-o-o+-o(,)6toOE-c c)ofE3o'-E@'oq> t-P5 =?oo:o- =ooEEE(E69o- 9;oxE3.9, (")E2 E3 ioeE.= T, ='6o>6* p ER EbE e5E 3'E {f <r8E :!! 11 0(5,- I'-oocD aEC O EE P-tr -o)!:= c t!,oo 60E 5 H-.E3 = pE; .AE8i5 0t9o .,2E =(E FoN l{ L(,l!o+looTFo oE'co 't) otr oo -,6 Lo oLo JO ,\\ED = i\ 0.t9> tr =-xoF\J- fi.E= E erH(!=,srE9F!'trER -AE i.i=)aE=s,P.eglleEgES:o.grEj5E='Et)o=a!orrt ii=F..o oFl!G, z IIJ =Ftr IL lUo tfo IIJt UIoz z LL =eos Ftrotr UIE Elr Fo =o=IIJE*s-C-)F=eu] taMECJ ta-) t-l-l,t-Oct) =-,. -)'-)>. <) olll =>R -a\Ut PrU,' [rt '- ft CITY OF VERNON ACCOUNTS PAYABI.E CHECK NO. 355747 oESCllFT|ON 080117 UO \DED o8to112017 3b tel D1)tl EXPENSE ALLOWANCE N R. + t+go to lra frr tJorp No -Reit:ue' 5,L. 000 317 98 r.tu r rED 1A FE^\ r"lotln 5,u.317.98 PLEASE DETACH EEFORE DEPOSIIING pAy Three Hundred Seventeen Dollars and Ninety Eight Cents TO THE ORDER OF RAMOS, JOSE 8655 BLUFORO AVENUE WHITTIER, CA 90602 A stcr"rr, ,t ^ru*ts ,*aroa, *r^*" o" "^"a. 6 000074 l09t14nu7 rpol55?1.?[. r:] 2 e0?ol8 Ir: 80lE ??8lrP Santa Fe Ave \/emon, CA 90058 (323) sE3€611 8e9t\35 NOJPb'E -ootrqbEEE3s E(JEJ =c(oo9,Eod).=EE-E6g:EE5A E Eff+ E (EEB E q e:I ; \ hg(o E O @=P E 1 gE; i= g rr-b1" He -p B:"3 E< E tEP EE g E5E *8. E *Eg TsFEE-B $s : f6o- g,a E E? E :t a sE* qe E "BEe 2i e ;EE g: # frEE €FE EEE Es P E* E= g€ E EE:q gg f -ni(Eo) E =; O-@ F oNf otto oo o (Ettrotl oE3oo 5 o o ,9, CDotr tr.Eg a!3 oL oo. 5 J-t\ - o(,o i5 o(,tra! .Ell- ,aol! E .g = '6 E3oo 6t, (E N:EX{Eesr!toa!:oooO- rii #F,.o OFILE z!! =Ftr o- IIJo trfto !.rlt uJoz z LL L?og FEoLulE EIl. Fo i-alaEHE\.,)[rJ, : =ffisEGEC) OuIJJ>E\-oA7c!6ffi:i=azdllJ o -=tcr iE=aG.==q!a;Ic LrJFoIJJFo..*,.EP3oo 6BE EiEtr- >od) aa l= !EEo H6Eq(! E g= H fiEEE E; gE eE?I H;;* cE:tt t! o)oc,(U .ExLlfbEo(! a:) :l =o .icso o tHrHBa={ E E EEsi;e !aeehE9eEdbEq)-c= ETEEE'EE,^o= 7i!;iE (,;€=EEi sbE 5,E$aI8l- -:= v L3.U€ PE AI*Ef; lD O !, .!2 .!-c Il c (E > -(!G(/ltu FoN o.ct Eo ELoo o Eco =@c,N tr I.IJFLoIU E,Fz tt{cBP -lo)=>Eti.a(Lo z Pavrolls reported for the month of Seotember: 08120t17 - 09102117 , Paydale 09114117 08120117 - 09t02117 , Paydate 09114h7 09103117 - 091'16117 . Paydale 09128117 Payment Method Oate Payment Description Amount ACH ACH Checks ACH ACH Checks ACH ACH ACH ACH 355738 355734 ACH ACH ACH ACH ACH ACH ACH 355899 355892 ACH ACH 09114t17 09114117 09t't4117 09t14117 09t14117 09128t17 09128t17 09t28t17 09t14t17 09114t17 09t14t17 09114117 09114t17 09114t17 09t14117 09114t17 08103117 08t03t17 o8t17117 08t17117 ogt17t17 08t17117 08117117 08117117 Net payroll, checks Net payroll, direcl deposits Payroll taxes Net payroll, checks Payroll taxes Net payroll, checks Net payroll, direct deposits Payroll taxes $ 27 ,577 .57 856,653.83 278,450.U 14,2$.71 7 ,341.45 28,080.95 836,166.r0 268,340.33 2,316,857.58 43,910.53 247 ,833.35 2,616.91 510.00 200.00 3,4'13.20 3,122.00 1 ,926.14 41,373.99 249,299.29 2,616.91 2,310.00 s10.00 200.00 3,122.00 1,926.14 604,890.46 J 2,921,78.U Total net payroll and payroll taxes Payroll related disbuEements, paid through General bank account Total net payroll, taxes, and r.lated disbursements ICMA CaIPERS Califomia State Oisbursement Unit L.A. County Sheriffs Offlce Franchise Tax Boad IBEW Oues Vemon Firemen's Association Vemon Police Officers' Benefit Association ICMA CaIPERS Califomia State DisbuEement Unit Teamsters Local 91'l L.A. County Sheriffs Office Franchise Tax Boad Vemon Firemen's Association Vemon Police Ofticers' Benefit Association Ego).EP0)'=oits!,8Efcooo Ei_O cL(!(5 ,.co$ 905 E9,>c b-E :.Ii9 EEo- '-os Et- E PP '6: r 6 : oG - t{oo oE 3 u?$ 6o = t: EE g FE7 Pb E FiI-g 6; t .-6ate- '{= E A.BEo F E !: o=g)t EE'- 5 Eils,E XiL 3 cd:EE eR B 3iE5- EB b B=l€! EE BggE,() F- = 'i()OrE 6t E O O cE +o O ;cOaE -? o Eqoar Y O O;l 0)E 9E E :.UAE ;R # ;83-' ;b 6 .iqlEi PE i EE.*EI. EE E EEEE= E(/) .= EEEo - EX o o o r ;g >.9 b Fc\r(.,;6 58. F FFoN ti LoltI(,orFo Gtcoo =s- EE: ,q:.\J-sbaYEi5olr-6EeE egN:EoF Eri &, -i=taE=ooosll!-9gEsE egiOO==OEUC) di d. iiF o =..ootFL! z !.lJ =t I uJo tfID LrJt. lrJoz ztr sto s FEotr uJE lrlr l-o =oE<6CEcr)z. 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[; r.U SHFILt^=t6638 d = o- ooIIJFzaA UJo9od;-4JgE EE!6 EE E oq(ooct(o !: o -i-6 Fqo@ d coo)(oo-@@ c.io$_ @ trq o,(orr-o 6Jur<r-FioFi-c)UJIo >JJ<EF<outFYo IJJE(J J f,oFulE = It -O*722 =:8fr{tEI-FF!uirU)-> <idlro]iiur 3HF8itJr=l6638 t = 9! oqo REGEltrf iEsl ocl 12 2C17 CITY CLERt('S OIIICESTAFF REPORT CITY ADMINISTRATION DATE: TO: FROM: R.E: October 17,2017 Honorable Mayor and City Council Carlos R Fandino Jr.,City Administrato " A( tol re I tl Originator: Diana Figueroa, Administrative Analyst Approval of Vernon CommUNITY Fund Capital Grant Form Agreement Recomnendation A. Find that approval of the Vemon CommUNITY Fund ("VCF") Capital Grant Form Agreement is exempt from Califomia Environmental Qua.lity Act ("CEQA") review, because it is an administrative action 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 of the attached VCF Capital Grant Form Agreement, in substantially the same form as submitted herewith, for administration of VCF Capital Grants; and C. Authorize the City Administrator, or his/her designee, to complete, execute, and/or modi! the form agreement consistent with the direction of the VCF Grant Committee. Background As one of the key elements ofthe City's good governance reforms, the City Council created the Vemon CommUNITY Fund to provide grants to charitable and govemmental entities for projects and programs that benefit those residing and working in the Vemon area. Given the exclusively industrial nature of Vemon, the City Council determined that the VCF was in the best interest of the City and its residents, businesses, and workers. On February 4,2014, the City Council adopted Ordinance No. 1218, as amended by Ordinance No. 1238, to establish the Vernon CommUNITY Fund Grant Committee ("Grant Committee") and provide the basic guidelines and operational procedwes for said committee and its offrcers, including those related to the allocation of funds and the processes for reviewing and ranking applications and awarding grants. Section 2.167(f) of the Vernon Municipal Code requires all VCF grant recipients to enter into a written agreement with the City. Page 1 of2 Capital Grant Form Agreement The Grant Committee adopted a Capital Grants Program on May 18, 2016 which defined, among other things, the parameters of the capital award process and procedures for applicans, and criteria and timeline for awards. At its May 17,2017 meeting, the Grant Committee awarded the City's first capital grants to the Ciry of Bell and PUENTE Leaming Center, respectively. With a need to address complexities related to capital-type grants, the Grant Committee also reviewed and approved a Capital Grant Form Agreement which was modified from the existing form agrcement used for the issuance of general grant awards. The VCF Capital Grant Agreement sets forth the terms and conditions of the capital grant award. The main components of the agreement can be summarized as follows: o Amount and purpose(s) ofthe grant o Grantee Workplan and Phase Budget requirementso Payment procedure. Written reporting requirements during the projecto The renrm ofany unused portion of grant moneyso Promotion and publicity permissions for Grantor and Grantee Upon award of a capital grant by the Grant Committee, the grant recipient shall be required to execute a capital gant agreement in substantially the same form as attached hereto. The Capital Grant Form Agreement has been approved by the City Attomey's Office. Fiscal Imoact There is no fiscal impact associated with the approval of the Vemon Comml.INITY Fund Capital Grant Form Agreement. Attachment(s) 1. Proposed Vemon CommUNITY Fund Capital Grant Form Agreement Page 2 of2 35r{r98 Fun4 Businssa CAPITAL GRANT AGREETUIENT BETWEEN THE VERNON COTI]f,UNITY FUND AND NNSERT GRANTEE RECIPIENT NAMq FOR INSERT BRIEF DESCRIPTION OF PROJECU This capital grant agreement ('Agreement') is made and entered into on this - day of _,2017 (the 'Effective Date") by the Vernon CommUNlTY Fund ("Granto/), and [insert organization namel ('Grantee"). Grantee's program is dedicated to [insert description of project]. Grantor and Grantee agree to the following terms and conditions of the grant: 1. The "Grant' Defined. a) The Grant approved for award in fiscal year [insert year] shall be available to Grantee in two parts: i) ln Vemon's fiscal year ("FY') [insert year], Grantee may receive, pursuant to the procedure set forth in Section 3(d) of this Agreement, the Grant up to a maximum amount of $linsert amount] (the'Grant Amounf), distributed in phases as described below. b) (1) For Phase I of the project, Grantee may receive, pursuant to the procedure set forth in Sec{ion 3(d) of this Agreement, the Grant up to a maximum amount of $[insert amount]. (2) For Phase ll of the project, Grantee may receive, pursuant to the procedure set forth in Section 3(d) of this Agreement, the Grant up to a maximum amount of $[insert amountl. Prior to Grantor's 's disbursement of and as a condition of Grantee's receipt of any Grant funds, Grantee shall submit proof of approval, including but not limited to approvals under the Califomia Environmental Quality Act CCEOA), and by any applicable public agencies for any construction work to be completed with any Grant funds. For the avoidance of any doubt, the City of Vernon and/or the Vernon CommUNlTY Fund shall not be a "lead agency'for purposes of CEQA and shall not be liable for determination of CEQA applicability to the Project or for initiating or completing any study, report, or negative declaration with respect to the P@ect. All Grant funds must be applied to the'Project', as defined in Section 2 of this www.vernoncommunityfund.ort Vernon CommuNlw Fund Capital Grant Agreement | 2 Agreement. d) The last day that Grantee may request Grant funds in Vemon's fiscal year [inse]t year] is [insert datq, after which date, any remaining funds in the Grant Amount shall be deemed forfeited by the Grantee. e) Under no circumstances shall the amount of money paid by Grantor to Grantee under this Agreement exceed $linsert amountl during the term of this Agreement. 2. The 'Proiecl' Defined: a) Grantee can utilize Grant funds solely for ac{ions listed in this Seciion 2 (which actions shall be known as the'Projecf). lf the maximum amount of the Grant is insufficient to complete the Project, Grantee will timely complete the Project with its own funds or with funds that it is able to secure from source(s) other than the Grant. b) Grantee shall undertake the ac{ivities described in its Workplan (Exhibit 1), and Phase Budgets (Exhibit 2) as described in Sec{ion 3(d), or subsequent updates thereof to be approved by Grantor. The Project shall include only the following: i) finsert description of activities for the projed], as detailed in Exhibits 1 and 2. The Project goals include the following: o ilnclude brief description of Grantee's overall mission and the project to be completedl ii) Funds shall be maintained in an account separate from Grantee's operating funds and restricted to use for the following Project-related costs: (1) renovations or purchase of physical property; (2) design, plans, and plan approval fees; (3) consultant support to review and assist the organization in drafiing and reviewing RFP and RFQ documents for prospective contractors and vendors; (4) demolition, construction, interior design, repairs, and renovation; (5) purchase or long term lease of equipment. iii) Funds shall not be used for Grantee's: (1) payroll and wages; (2) maintenance; (3) operating expenses. Vernon CommUNlTY Fund Capital Grant Agreement | 3 3. Grantee's duties: a) Grantee as Proiect Manaoer. Grantee or its designee shall be the project manager of the Project and ensure that the Project is completed with due diligence. ln its role as project manager, Grantee may contract with third parties to complete the Project, subjec{ to Section 3(k) of this Agreement. b) Proieci Commencement. Grantee shall commence work on Phase I of the Project no later than thirty (30) days from receipt of the fully executed grant agreement and initial payment from Grantor. lf work on the Project is not commenced by that date, Grantee must submit a letter to Grantor describing steps taken to commence work on the Proiect, reasons for delay, and the expected Project commencement date. lf work on the Project is not commenced within six$ (60) days of the date of this Agreement, Grantee must submit a second letter explaining the additional delay in implementation. Grantor may, after reviewing the circumstances, consider Grantee in default in accordance with Section 4(c) and may terminate the Agreement in accordance with Section 4(b). c) Reoorts. Grantee shall submit written reports to Grantor as follows: (a) a nanative report describing in detail the use of the Grant funds, compliance with the terms of the Grant and the progress made toward achieving the purposes ofthe Grant (b) a financial report detailing all expenditures resulting from the Grant; (c) a copy of materials (if applicable) produced as part of the Grant; and (d) a report on a@ountability measures to be undertaken to assure competent stewardship of Grant funds. i) The schedule for such reports shall be: (1) lnterim Grant Reports: [insert date] (2) Final Grant Reports: Within thirty (30) days of completion of the Project and no later than [insert datel. d) Pavment Procedure. ln order to receive Grant funds, Grantee shall submit a Phase Budget Request as described below: i) Phase Budoet Reouest. Grantee shall request Grant funds in bulk by submitting to Grantor an internally approved itemized budget for each phase of the POect (each, a 'Phase Budgef ) up to the limits set forth in Section 1(a). Approval, partial approval or denial by Grantor shall be provided within thirty (30) days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. (1) Continoencv Fund Reouest. Between Phase Budgets, if Grantee requires additional Grant funds, then, subject to availability as prescribed in Section 2(a), Grantee may complete and submit to Grantor a Prescribed Requisition Form (sample Prescribed Requisition Form appears as Exhibit 3 hereto) e) Vernon CommUNlry Fund CapitalGrant Agreement | 4 showing that the requested funds: (1) have been incuned or approved by Grantee; and (2) are necessary and reasonable to further the Projec{. With the written request, where applicable, Grantee shall provide a copy of third party quotes documenting the anticipated cost of goods or services required. Grantor shall approve the individual request if it is complete and if it is consistent with the scope of the Project. Approval, partial approval or denial shall be provided within thirty (30) days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. ii) Disbursement of Funds. All funds shall be disbursed only to Grantee, either as reimbursement or advancement, consistent with the aforementioned payment procedures, assuming all items referenced in the Agreement Checklist (attached hereto as Exhibit 4) have been provided and/or addressed. No funds shall be disbursed by Grantor directly to any third party on behalf of Grantee. Cost Ovenuns. Grantee shall be solely responsible for Poect cost overruns and for any actions it takes or costs that it incurs for aclions that are not within the scope of the Project. Notwithstanding any other provision in this Grant to the contrary, under no circumstances will the total money that may be disbursed to Grantee during the term of this Agreement exceed $[insert amount of grant award]. Demonstrated Financial Abilitv. Grantee must demonstrate financial resources sufficient to support the Project on an ongoing basis throughout its useful life. ln addition, Grantee must provide a poected plan of operations for the upcoming five (5) fiscal years. Funding will not be granted unless Grantee c.ln assure Grantor that Grantee has the financial ability to maintain the Proiecl for at least ten ('10) years. Licensino and Credentials. Grantee hereby agrees to maintain, in full force and effect, all required govemmental permits, or professional licenses and credentials for itself, its facilities and liability, auto and workers compensation insurance for its employees and all other persons engaged in work and/or sponsored activities in connection with this Agreement, as required by Grantor. Promotion and Publicitv. Recognition of the grant brings valuable attention to the mission and activities of both Grantee and Grantor. Grantee agrees that Grantor may include information regarding Grantee and/or this grant, including the amount and purpose of the grant, any photographs or materials Grantee has provided for promotional purposes, Grantee's logo or trademark, and/or other information or materials about Grantee's organization and activities, in Granto/s periodic public reports, newsletters, events, and media releases. Grantee may, subject to Grantor's right of approval in its reasonable discretion, promote Grantor and/or this grant by: 1. Reporting on the partnership with Grantor in Grantee's communication materials, including but not limited to, newsletters, events, media interviews, website posts, and promotional e-mails; s) h) 4. Vernon CommUNlry Fund Capital Grant ABreement | 5 2. Assisting Grantor on cross-promotional events and endeavors. Grantor musl review and approve all materials (including website postings) that use its name or logo, prior to produc{ion or publication. Such approval will not be unreasonably withheld. i) Oroanization and Staff Chanoes. Grantee agrees to provide immediate written notice to Grantor if significant changes or events occur during the term of this Agreement which could potentially impact the progress or outcome of the Project, including, without limitation, changes in: (a) Grantee's executive staff or key staff responsible for achieving the Grant purposes or (b) losses in funding other than the Grant. ln the event that Grantee ceases its operations, Grantee shall transfer, assign and deliver title and physical possession of any and all property purchased with the Grant funds to Grantor. j) Comoetitive Biddino or Seleclion. Grantee shall bear the burden and submit proof (in the form of a bid notice, RFP, or similar document) that it is in compliance with any applicable competitive bidding and competitive selection requirements. Grantee shall submit proof it is in compliance with applicable requirements along with its lnterim Report and prior to Granto/s disbursement of Phase ll Grant funds. k) Subcontracts. Successors and Assionments. Grantee shall not enter into any subcontracts for any of the Poect activities required by this Agreement without Grantor's prior written consent. Grantee shall require any subcontracts to comply in writing with the terms and conditions of this Agreement and provide the same assurances as Grantee must in its use of the Grant funds. Grantor's consent to any subcontract shall not relieve Grantee of any of its duties or obligations under this Agreement. i) This Agreement shall be binding upon and inure to the benefit of Grantor, Grantee, and their respective successors and assigns, except that Grantee may not assign or transfer its rights or obligations hereunder or any interest herein without the prior consent in writing of Grantor. General Provisions a) Audit. Grantor shall have the right to conduct a financial and compliance audit of Grantee at any time upon reasonable written notice to Grantee. Grantee shall maintain Project-related records for at least three (3) years from the Effective Date of this Agreement and shall make such records promptly accessible to Grantor upon its request. b) Termination of Aoreement. Unless terminated earlier pursuant to the default provisions below, the Agreement shall terminate, and any duties Grantor may have to Grantee under this Agreement shall terminate upon the earlier to occur of: ('1) three years from the Effective Date of this Agreement; (2) complete disbursal by Grantor of the maximum amount of the Grant funds; or (3) issuance of a certificate of completion of the Poect by the applicable local govemmental or regulatory authority. Vernon CommUNlTY Fund Capital Grant Agreement | 6 c) Defautt. A default under this Agreemenl shall exist upon the occunence of any of the following events: i) Either party fails to perform, observe or discharge any of its covenants, agreements or obligations contained herein or in any exhibit attached hereto; or Any representation, wananty or statement made by Grantee herein or in any documents or reports relied upon by Grantor to measure progress on the Project, the expenditure of Grant moneys or the performance by Grantee is untrue in any material respect when made; or Grantee (a) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of substantially all of its property, (b) admits in writing to its inability, or is generally unable, to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (0 files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting any of the foregoing. Remedies upon Default. lf Grantee's default is not cured within fifteen (15) days of written notice thereof to Grantor or such longer period as Grantor may authorize in its sole discretion, Grantor may pursue any remedies available under this Agreement, at law or in equity. Such remedies include, but are not limited to, termination of this Agreement, return of all or a portion of the Grant funds paid to Grantee or turnover of title and physical possession of property purchased with Grant funds, payment of interest earned on the Grant funds. lf, as a result of Grantee's default, Grantor demands return of all or a porlion of the Grant funds and/or payment of interest earned on the Grant funds, Grantee may, at Grantee's option, satisfy such demand by paying to Grantor the amount demanded or permitting Grantor to recover the amount by deducting that amount from future payments to Grantee from Grantor. lf Grantee fails to repay the amount demanded within fifteen (15) days of the demand, Grantee shall be deemed to have elected the deduction option and Grantor may deduct the amount demanded from any future payment from Grantor to Grantee, including but not limited to, any payment to Grantee from Grantor under this Agreement and any payment to Grantee from Grantor under any other contract or agreement, present or future, between Grantee and Grantor. lndemnitv and lnsurance. Neither party shall be required to indemnify the other except to the extent that liability is allocated pursuant to a court of law, arbitration or other dispute resolution process. Grantee shall determine its own needs in procurement of insurance to cover potential liabilities. Grantor will not defend or indemnify Grantee should Grantee be sued for any reason. iii) d) e) s) Vernon CommUNlTY Fund Capital Grant Agreement | 7 Exoenditure of Grant Funds. Any funds not expended in accordance with the terms of this Grant Agreement must be retumed to Grantor. Grantee shall not use any portion of the funds granted herein to engage in any grassroots campaign for public office, nor to fund union activity. ln writino. All notices, bills, invoices, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (retum receipt requested) or other delivery service which provides evidence of delivery, using the following addresses: Grantee: flnsert Grantee contact informationl Grantor: Vemon CommUNlTY Fund Attention: Cados R. Fandino, Jr. City Administrator 4305 Santa Fe Avenue Vemon, CA 90058 Mailed notices shall be deemed communicated as of the day of receipt. No Joint Venture or other Relationshio. Grantee has determined to undertake the Project at its sole cost and risk, and to assume all liability for any and all costs above the amount of the Grant. This Agreement does not create a partnership, or a joint venture, or any business relationship between Grantee and Grantor, and it does not create an obligation for Grantor to refund or reimburse any costs incuned by Grantee beyond the maximum Grant amounts set forth in Section 1(a). Grantee understands and agrees that it is a grantee of Grantor and not an employee, agent, consultant or independent contractor of Grantor, and that Grantee is not providing services for or on behalf of Grantor. Bindino Nature and Assionment. This agreement shall be binding upon and inure to the benefit of Grantor, Grantee, and their respective successors and assigns, except that Grantee may not assign or transfer its rights or obligations hereunder or any interest herein without the prior consent in writing of Grantor. Entire Aoreement. This Grant Agreement represents the entire integrated agreement between Grantee and Grantor, and supersedes all prior negotiations, representations or agreements, either written or oral. No lmolied Waiver. Cumulative Remedies. The failure of Grantor to exercise, and any delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. Amendment to Grant Aoreement. No portion of this Grant Agreement may be waived, h) m) n) o) p) q) Vernon CommUNlTY Furd Capital Grant Agreement | 8 altered, modified, supplemented, or amended except by a written instrument signed by both Grantee and Grantor. Goveminq Law. The rights, obligations, duties and liabilities of the parties to this Grant and the interpretation of this Agreement shall be governed by California law, without regard to California's laws regarding choice of applicable law. Venue and Jurisdiction. For all court proceedings relating to this Grant, venue shall be proper in Los Angeles County. Voluntarv Aoreement. The Parties hereto, and each of them, represent and declare that they have carefully read this Grant Agreement and know the contents thereof and have been advised by their own counsel or had the opportunity to do so, and that each has signed this Grant freely and voluntarily. As such, the Parties agree that the normal rule of construing an agreement against the drafter of the document shall not apply here. Headinos. The section headings in this Agreement are included for convenience only, do not give full notice of the terms of any portion of this Agreement and are not relevant to the interpretation of any provision of this Agreement. Counterparts. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. Severability. lf any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid. No Third Partv Beneficiaries. Grantor and Grantee are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otheruvise, to third persons. Attorney Fees. ln the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled its costs and expenses, including reasonable attorney's fees, incuned in connection with such action. [Signatures Begin on Next Page]. s) Vernon CommUNlW Fund Capital Grant Agreement | 9 lN WITNESS WHEREOF, the Parties have signed this Grant Agreement as of the date staled in the introductory clause. City of Vemon, a Califomia charter city and finsert Grantee namel, a Califomia non- Califomia municipal corporation profit, 501 (c)(3) organEation Carlos R. Fandino, Jr. City Administrator ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Hema Patel, City Attorney By: Name: Title: By: Name: Title: Vernon CommUNlw Fund Capital Grant Agreement | 10 EXHIBIT I WORKPLAN Vernon CommUNlTY Fund Capital Grant Agreement | 11 EXHIBIT 2 PHASE BUDGETS Vernon CommUNlTY Fund capital Grant Agreement | 12 EXHIBIT 3 SATIPLE PRESCRIBEO REQUISITION Between submission of Phase Budgets, if Grantee requires additional Grant funds, then, subject to availability as prescribed in Section 2(a), Grantee may complete and submit to Grantor a Prescribed Requisition Form showing that the requested funds: (1) have been incuned or approved by Grantee; and (2) are necessary and reasonable to further the Project. With the written request, where applicable, Grantee shall provide a copy of third party quotes documenting the anticipated cost of goods or services required. Grantor shall approve the individual request if it is complete and if it is consistent with the scope of the Project. Approval, partial approval or denial shall be provided within thirty (30) days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. Notwithstanding any other provision in the Grant Agreement to the contrary, under no circumstances will the total money that may be disbursed to Grantee during the term of the Agreement exceed $[insert amount of grant award]. [A sample letter can be found on the next page.] CONTINGENCY FUND REQUEST Date: To: From: Subject: lnsert datel Carlos R. Fandino, Jr., City Administrator [Organization name and Grantee contactl Request for Additional Funds As per Section 3(dXiX1) of the Vemon CommUNlW Fund Capital Grant Agreement, lcrantee] requests funding in the amount of [insert amount] for the purpose of [description]. The following expenses have been incuned or approved by Grantee and are necessary and reasonable to further the Project. fltemize ac{ffies/expenses incuned for p@ect] [Grantee] understands that approval, partial approval, or denial shall be provided within thirty (30) days of receipt of this request. lf you have any questions, please contact lname] at [contact information]. IGrantee] By: City of Vernon By: Requisition # [insert number] CONTINGENCY FUND REQUEST Vernon CommUNlTY Fund Capital Grant Agreement | 13 EXHIBIT 'f AGREEMENT CHECKLIST Please retum the following documents along with your executed agreement: tr Proof of Califomia Environmental Quality Act ("CEOA) approval of ihe Project tr Subcontracto/s compliance in writing for use of Grant funds (if applicable) tr S-Year projected plan of operations tr W-9 Form [Attach each item in the order noted above following this page]. tr Workplan for Poect (submitted as Exhibit 1 to the agreement) tr Phase Budget for Project (submitted as Exhibit 2 to the agreement) REEEf,VED ocl 12 2017 STAFF REPORT CITY CLERKS OIFICE FINANCE DEPARTMENT REOEfll''EE ocT I 2 20t7 CITY ADMINISTRATI()N Of- uol&|fi DATE: TO: T'ROM: RE: october 17, 2017 Honorable Mayor and City Council William Fox, Director of Finan ", 'lT Authorization to Enter into ! Services Agreement with BLX Group LLC (BLX) for Financial Advisory Services for Fiscal Years 2017 through 2019 Recommendrtion A. Find that entering into a services agreement with BLX Group LLC (BLX), a registered advisor to provide financial advisory services is exempt under the Calilornia Environmental Quality Act (CEQA). The scope of the work to be performed 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. In addition, even if was determined to be a project, it would be exempt from CEQA review in accordance with Section 15061(bX3), the general rule is that CEQA only applies to activities that may have a significant effect on the environment; and B. Approve a services agreement with BLX, in substantially the same form as submitted herewith, to perform financial advisory services through fiscal year 2019 for a total amount not to exceed $600,000; and C. Authorize the City Administrator to execute a two year and eight month services agreement with BLX with an effective date ofOctober 17,2017. Backeround PFM Financial Advisors LLC (PFM) has been the sole provider of financial advisory services to the City since August 2013, with a contract renewal being made in August 2016. Although PFM continues to provide financial advisory services, it was determined that it would be more advantageous for the City to have the availability of two financial advisory firms under contract. In short, the City will have access to more expertise without incurring any additional cost. Ir order to select one additional firm to provide financial advisory services, the City issued an RFP on August 21, 2017 with a submission deadline of September 21, 2017. This was to allow interested parties a month to review and respond. The RFP was sent to twelve (12) financial advisory firms based on their technical expertise, local presence in Southem Califomia, and experience in working with municipalities. Each of the twelve (12) identified financial advisory firms was solicited by providing an electronic version of the R.FP along with contact information in the event there were any questions or clarifications needed in order to respond. Further outreach was done by posting the RPF on the City's website and advertising for two consecutive weeks in the Vemon Sun Newspaper. As a result of the outreach effort, four qualified responses were received. The four financial advisory finns that responded were PFM, BLX, Kosmont Transaction Services (KTS), and KNN Public Finance, LLC (KLN). Each of the four firms' RFP responses were examined on the basis of four weighted RFP criterion oC I ) Responsiveness t0%, 2) Qualifications 40%, 3) Cost & Fees 30%. and 4) References 20%. The results of this scoring analysis are sumrnarized below: l) BLX :98% (Selected) 2) PFM = 94% (Retained) 3) KNN = 92% (Not Selected) 4) KTS = 88% (Not Selected) Based on the results noted above, staff is recommending tMt the City enter into an agreement for financial advisory services with BLX. The agreement with BLX referenced within this staff report has been reviewed and approved as to form by the City Attomey's Ofiice. IfCouncil approves ofthe proposed agreement with BLX, the City will have two firms under contract and will have rhe flexibility ofassigning specific taskVprojects to the best suited hrm. TaskVprojects would be examined on a case-by-case basis and staff would assigr them to either firm only as directed by the City Administrator. It is anticipated that enhanced response times and customer service will occur as a result of the competing desire to serve the City. There is no additional cosl incurred by having a second firm since assignments will be disseminated only to the financial advisory firm selected based upon required expertise and availability. Fiscal Impact The terms of the proposed agreement with BLX for financial advisory service for fiscal years 2017 through 2019 are the same as rhe agreement with PFM. The total contract cost will be $200,000 a year for a three year terrn, with a gand total not to exceed 5600,000. No costs are incurred ur ess financial advisory services are provided. lt is anticipated during the term of this agreement that the City will be undergoing bond financing. The adopted fiscal year 201 7 budget has the suffrcient funds for the financial advisory services required. The expense will be budgeted for subsequent years. Attachments l. Services Agreement between BLX Group, LLC and the City of Vemon SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND BLX GROUP LLC, FOR FINANCIAL ADVISORY SERVICES FOR FISCAL YEARS 2OI7 THROUGH 2019 COVER PAGE Contractor: BLX Group LLC Responsible Principal of Contractor: Craig Underwood, President Notice lnformation - Contractor: BLX Group LLC 777 S. Figueroa Skeet, Suite 3200 Los Angeles, CA 90017 Attention: Craig Underwood, President Phone: 213612-2463 Email: cundenuood@blxgroup.com Notice lnformation - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: William Fox, Finance Director Telephone: (323) 583-8811 ext. 849 Email: wfox@ci.vernon.ca. us Commencement Date: October '17,2017 Termination Date: June 30,2019 Consideration: Total not to exceed $200,000 per fiscal year or a grand total of $600,000 (includes all applicable sales tax); and more particularly described in Exhibit A Records Retention Period Three (3) years, pursuant to Section 10.20 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND BLX GROUP LLC, FOR FINANCIAL AOVISORY SERVICES FOR FISCAL YEARS 2017 THROUGH 2OI9 This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ('Cit/), and BLX Group LLC, a limited liability corporation ('Contractor"). The City and Contractor agree as follows: '1.0 EMPLOYMENT OF CONTMCTOR. City agrees to engage Contractor to perform the services as hereinafler set forth as authorized by the City Council on Oclober 17, 2017. 2.O SCOPE OF SERVICES, 2.1 Contractor shall perform all work necessary to complete the services set forth in the Request for Proposals dated August 21 , 2017, Exhibit "A", and Contracto/s proposal to the City ("Proposal") dated September 21,2017, Exhibit "8", both of which are attached to and incorporated into this Contract, by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City-approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.O TERM. The Contractor shall commence on October '17, 2017 , and it shall continue until June 30, 2019, unless terminated at an earlier date pursuant to the provisions thereof. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rales for the City of Vernon which are comparable to and do not exceed the best rates otfered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit "B" attached hereto and incorporated herein by reference. 5.2 Contracto/s grand tolal compensation for lhe entire term of this Contract, including change orders, shall not exceed $600,000 without the prior authorization of the City Council and written amendment of this Contract. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Contract. Materials shall be of the highest quality. The above Contracl fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor: 5.4.1 The actual costs of subcontractors for performance of any of the services that Conkactor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 5.4.2 Approved reproduction charges. 5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 5.5 Contractor shall not receive any compensation for extra work performed withoul the prior written authorization of City. As used herein, 'extra work" means any work that is determined by City to be necessary for the proper completion of the Poect, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit "B,'if the extra work has been approved by the City. 5.6 Licenses. Permits. Fees. and Assessments. Contractor shall obtain, at Contractor's sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement. 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized exlra work actually performed or incurred according lo said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 4 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice. 7.O CHANGE ORDERS. The Oirector of the Department of Finance shall have lhe authority to issue change orders for administrative and non-material changes to the scope of services and to the time for performance as long as the change orders do not increase the compensation due to Contractor under this Conlract and as long as the time is not extended beyond three years. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contracto/s services. 9.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's slaff, consultants, and other staff at all reasonable times. 9.1 INDEMNITY. Contractor agrees lo indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to professional negligence, that may be asse(ed or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Conlractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligenc€ or willful misconduct of City, its officers, elected officials, agents or employees. 9.2 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 9.2.1 Automobile Liability with minimum limits of at least $1 ,000,000, including owned, hired, and non-owned liability coverage if writlen on a Commercial automobile liability form. 9.2.2 General Liability with minimum limits of at least $1 ,000,000 per occurrence with a combined aggregate of $2,000,000 written on an lnsurance Services Office (lSO) Comprehensive General Liability "occunence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal lnjury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contracto/s performance of this Contract. 9-2.3 lf Contractor employs other contractors as part of the services rendered, Contracto/s Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 9.2.4 Professional Errors and Omissions coverage of at least $2,000,000. 9.2.5 Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for inluries on the job. Compliance is accomplished in one of the following manners: (i) Provide copy of permissive self-insurance certificate approved by the State of California; or (ii) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employe/s Liability lnsurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or (iii) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 9.2.6 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 9.2.7 lnsurance shall be placed with insurers with a Best's rating of at least A-Vilt. 9.2.8 Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 9.2.9 Failure to maintain required insurance at all times shall constitute a default and material breach. ln such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. ln the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at Citys option; (b) immediately terminate this Contract; or (c) self-insure the risk, with all damages and costs incuned, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. 1O.O GENERAL TERMS AND CONDITIONS. 10,1 INDEPENDENTCONTRACTOR. 10.1.1 lt is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Contract, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commilments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 1 0.1 .2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long{erm disability or workers' compensation insurance benefits. 1O.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 10.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be lhe sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contraclor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 10.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness. 10.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. ln the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 10.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligalions or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. 10.7 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns. 10.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract I or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties from their obligations or otherwise constitute a novation. 10.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Conkactor shall be solely responsible for all costs arising therefrom. 10.10 ATTORNEY'S FEES. lf any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorneys fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 10,11 INTERPRETATION, ''t0. I 1 .'l Aoplicable Law. This Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive iurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiclion thereof. 10.11.2 Entire Aqreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral). 10 10.11.3 Wriften Amgglloen!. This Contract may only be changed by written amendment signed by Contractor and the City Adminislrator or other authorized representative of the City, subject to any requisite authorization by th€ City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 10.11.4 Severabilitv. lf any provision in this Contract is held by any court of competent iurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 10.1 1.5 Order of Precedence- ln case of conflict between the terms of this Contract and lhe terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Request for Proposals shall control over the Contractor's Proposal. 10.1 1 .8 Duolicate Orioinals. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. 10.11.9 Construction. ln the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafled iointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 10.12 TIME OF ESSENCE. Time is strictly of the essence of this contract and each and every covenant, term, and provision hereof. 10.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 10.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 'l 'l arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 10.'t5 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. lf to the City: City of Vernon Attention: Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 lf to the Contractor: BLX Group LLC Attention: President 777 S. Figueroa Street, Suite 3200 Los Angeles, CA 90017 Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 10.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to 't2 this Agreement. 10.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days'written notice to Contractor. lf the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contracto/s exclusive remedy for termination without cause. 10.18 DEFAULT. ln the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. ln case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Contract as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Contract. lf the Recovery Plan is not acceptable to the City or not received within 1 0 days of the necessary notification of Force Maieure default, then the city may cancel this order in its entirety at no cost lo the city, owing only for goods and services completed to that point. 1O- I 9 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs 13 incurred by the City in obtaining substitute performance. lf this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifleen (15) days of the request. '10.19.1 Additional Services. ln the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 10.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Contract. The Contractor shall maintain all such records in the City of Vernon. lf not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 10.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 14 10.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 10.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitules a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permifted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1% times the basic rate of pay. 10.24 LIVING WAGES. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The cunent Living Wage Standards are set forth in Exhibit "D". Upon the City's request, certified payroll records shall promptly be provided to the City. 10.25 EOUAL EMPLOYMENT OPPORTUNITY PRACTICES. CONTTACTOT certifies and represents that, during the performance of this Contract, 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. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit 'E". 15 lN WITNESS WHEREOF, the Pariies have signed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City BLX Group LLC, a limited liability corporation and California municipal corporation By: Name: BY: - T;16. Carlos Fandino, City Administrato ATTEST: Maria E. Ayala, City Clerk Ti.e: APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney By: Name: 't6 EXHIBIT A REOUEST FOR PROPOSALS 17 City of Vernon Request for Proposals (RFP) Financial Advisory Services City of Vernon Finance Department 4305 Santa Fe Avenue, Vernon, CA 90058 Phone: (323) 5E3-8811 City of Vemon Financial Advisory Services Request for Proposals I. INTRODUCTIONANDPROJECT The City of Vernon is requesting proposals for financial advisory services to assist in the development of financing alternatives for sustainability and growth, potential economic development projects, debt issuance and refunding, compliance reporting, and other financial studies as may be requested for the next three (3) years. The City will select one firm, based on demonstrated competence and a cost effective approach to design, conduct, and assist with the objectives as directed. 2. BACKGROUND The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history, Vernon has been developed as an industrial community. At the turn of the 20s century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail extensions enabled the creation of an'exclusively industrial" city. By the 1920's, Vernon was attracting large stockyards and meatpacking facilities. ln the 1930's, Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected at-large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tem from its own membership to serve one-year terms. Labor Force: Vernon has approximately 280 employees, and its departments include a Fire Department, Police Department, Finance Department, Public Works Department, Public Utilities Department and Health and Environmental Control Department. Present bargaining units recognized include the Vernon Police fficers Benefit Association, Vernon Police Management Association, Vemon Firemen's Association, the Vernon Fire Management Association, lnternational Brotherhood of Electrical Workers Local 47, and Teamsters Local 91 1 . 3.@ssED The City of Vemon needs Financial Advisory Services to cover a number of topics focused around utility operations, economic development, and the Successor Agency, a. Serve as a consultant on recommending financing alternatives for sustainability and growth- b. Serve as a consultant on debt issuance and refunding. c. Serve as a consultant on compliance reporting, including continuing disclosure reports, arbitrage reports, and rating presentations. d. Serve as a consultant on rate designs. e. Serve as a consultant on economic development projects. Page 2 of 35 City of Vemon Financial Advisory Services Request for Proposals 4. SCOPE OF SERVICES REQUIRED The City of Vernon is seeking the services of a highly qualified consulting firm to assist in: a. Prepare and deliver presentations designed to facilitate an understanding of public sector financing and its implications to the City and other governing boards or commissions as may be necessary. b. Evaluate legal approaches permitting various financing structures and propose financing methods, with emphasis on innovation, to be considered for accomplishing the City's objectives. This will be done in conjunction with the City's staff and legal counsel. c. Analyze the advantages and disadvantages of each proposal financing method and provide a written report. d. Review existing revenue sharing agreements, tax rebate agreements and debt commitments to determine potential impacts, if any, on the proposed financing and make appropriate recommendations to the City's financing team. e. Work with the City's bond counsel and financing team in recommending size, structure, specific terms and conditions of a debt issue. Present information regarding method of sale, including publicly offered and privately negotiated options. f. Analyze the financing impact of project costs, cash flow projections and rate implications. Evaluate the projected cash flow from any revenue source that may constitute security for any obligation incurred. g. Participate in the development of alternate strategies with City's financing team. h. Assist in the selection and formation of a financing team, including preparing a list of services required of underwriter, truslee, verification agent and other professionals, as agreed upon. i. Advise the City's financing team on areas of industry specific knowledge that affects the financing and marketing of the project's debt. j. Assist bond counsel in preparing the text of an official statement and related disclosures as required. Official statements will include a description of the securities, the project, and pertinent financial and economic data. ln the preparation of such an official statement, assist the City in ascertaining material facts and circumstances regarding the project. The official statement will be printed and mailed, together with copies of the official notice and sale and basic legal documents, to a comprehensive list of prospective bidders. k. Assist the City in negotiating and/or making presentations bond insurance companies and/or rating agencies. These agencies may require sufficient Page 3 of35 City of Vemon Financial Advisory Services Request for Proposals information to receive the highest possible rating on any securities prior to the sale of such securities l. Prior to the sale of securities, assist in representing the City at information meetings in various locations if such meetings are necessary or desirable. m. Manage and negotiate sale process to insure it is competitive. Arrange for advertising and premarketing of issue. Represent the City at the bid opening for a public sale and analyze the bids, identify the most favorable bid, and make a recommendation as to award bid. Act as the City's agent if bid negotiations are required. After the bid is awarded, prepare an actual debt service table based on accepted coupon rates. ln the event of a negotiated offering, assist the City in negotiating appropriate terms, reviewing spreads, comparing deals, analyzing market levels, and clarifying syndicate roles with selected underwriter. n. Assist the City in closing the financing, which includes selecting a bond printer and in advising the City on the investment of proceeds pending expenditures. The Financial Advisor will report to the Finance Director. 5. QUALIFICATIONS & CRITERIA Qualifications: The City of Vernon will select one firm for all of the outlined Scope of Service on the basis of qualifications, experience, and cost. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposals: a) Ability to provide required financial advisory services in or with accessibility to a Los Angeles area office. City of L.A. area office location must be specified. b) Employ a minimum of two professionals in the local Los Angeles area office who serve in the capacity of financial advisor, analyst, or other key professional. lndividuals and their respective qualifications must be identified in response (See Section G of this RFP). c) Demonstrate a thorough understanding of the City's financial situation. This should include discussion of existing bond liabilities, bond structure and maturities, and existing credit ratings from rating agencies. d) List at least three clients that are California Public agencies (municipalities and Special Districts) whose organizations and utility operations are comparable to the City of Vemon. e) List government entity registrations under which the firm operates. Firm must provide documentation that indicates a good standing with each. lf not in good standing, an explanation must be provided. 0 Must disclose any violations of Federal, state or local regulations or laws within the last three years, and any pending or current litigation. Page 4 of 35 City ofVernon Financial Advisory Services Request for Proposals g) Must disclose whether there is pending or under investigation mafters for your firm on enforcement or disciplinary actions by the SEC and other regulatory bodies. Describe what impact or potential impact this will have on ability to provide financial advisory services to the City of Vernon. h) No professional and/or ethical conflict with the City of Vernon's interests. Any potential conflicts must be disclosed. This includes disclosure of finder's fees, fee splitting, payments to consultants, or other contractual anangements. i) Demonstrated experience with continuing disclosure reporting for clients, as required to ensure compliance with SEC and other governmental reporting entities. j) Demonstrated experience with arbitrage reporting for clients to ensure that tax and regulatory compliance is adhered to. Selection Criteria: The City will conduct a comprehensive, fair, and impartial evaluation of proposals received in response to this RFP. All proposals received will be reviewed and evaluated by a committee of qualified personnel. The name, information, or experience of the individual members will not be made available to any proposer. The Evaluation Committee will first review and screen all proposals submitted, except for the cost proposals, according to the minimum qualifications set forth above. The following criteria will be used in reviewing and comparing the proposals and in determining the highest scoring bid: a'1 40o/o Qualifications, background and prior experience of the firm in the Service Area(s) being proposed, experience of key staff assigned to oversee services provided to Vernon, evaluation of size and scope of similar work performed and success on that work. b) 300/o Cost and fees to the City for handling matters. Cost is not the sole determining factor but will be taken into consideration. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. lf rates differ for different types or levels of service, or for different Service Areas, the Proposer should so state. c) 10o/o Responsiveness to the RFP, and quality and responsiveness of the proposal. d) 2oo/o References including past performance of proposer. 6. FORMATAND DELIVERYOF RESPONSE Respondents are asked to submit one (1) unbound original, seven (7) hard copies and one (1) electronic copy (via email to wfox@ci.vernon.ca.us) of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP Page 5 of 35 B City of Vemon Financial Advisory Services Request for Proposals Format: Limit your proposal to 20 typed 8.5' X 1 1' pages, or fewer, on white bond paper of at least 2o-pound weight single sided (excluding cover letter and attachments. You may attach a firm brochure if you wish, but it must be as a separate attachment and independent from the required elements noted above. 1 . Use a conventional typeface with a minimum font size of 12 points. Use a 1" margin on all boarders. 2 O'ganize your submittal in the order described above. 3. Prominently label the package: "Financial Advisory Services Request for Proposals" and include the name of the primary contact for the respondent. Deliver the response to: City of Vernon Attention. William Fox, Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 4. Responses are due on or before 5:00 p.m. on September 21,2017. Late response will not be accepted. 5. lf you have any questions about this RFP, please contact William Fox at (323) 583-8811 ext. 849. Please note that any questions asked and any response provided by Vernon will be sent to every person who will be submitting a proposal, to the extent the City is aware of them. Cover Letter: All proposals shall include a cover letter which states that the proposal shall remain valid for a period of not less than ninety (90) days from the date of submittal. lf the proposal contemplates the use of sub-contractors, the sub- contractors shall be identified in the cover lefter. lf the proposal is submitted by a business entity, the cover letter shall be signed by an officer authorized to contractually bind the business entity. With respect to the business entity, the cover letter shall also include: the identification of the business entity, including the name, address and telephone number of the business entity; and the name, title, address and telephone number of a contacl person during the proposal evaluation period. lntroduction: Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget. General Scope of Work: Briefly summarize the scope of work as the proposer perceives or envisions it for each Service Area proposed, Work Plan: Present concepts for conducting the work plan and interrelationship of U. D E. Page 6 of35 G City of Vemon Financial Advisory Services Request for Proposals F. all projects. Define the scope of each task including the depth and scope of analysis or research proposed. Fees and costs: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" amounts per item. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. Ability of the Proposer to Perform: Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s). ldentify role and responsibility of each member of the project team. lnclude the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The selected firm shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. H. "Affidavit of Non-Collusion: Proposer must submit a completed and signed, "Affidavit of Non-Collusion." (Copy attached as Exhibit A) 7. AODENDA. CHANGES. AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. 8. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: a) Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. Page 7 of 35 City of Vemon Financial Advisory Services Request for Proposals b) This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. c) The City shall not be liable for any expenses incuned by any individual or organization in connection with this RFP. d) No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of the City shall not be considered binding. e) The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source. 0 The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will aftempt to follow it and, if it must be altered, will aftempt to provide reasonable notice of the changes. g) Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. h) All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the City. 9. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. IO. LIVING WAGE ORDINANCE The selected consultant shall pay qualifying employees a wage of not less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. The consultant shall also provide qualifying employees at least twelve days off per year for sick leave, vacation or personnel necessity, and an additional ten days a year of uncompensated time for sick leave. There shall be a prohibition on an employer retaliation against an employee's complaining to the City with regard to the employer's compliance with the living wage ordinance. Contractor, and any Subcontracto(s), shall comply with the City's Living Wage Ordinance. The cunent Living Wage Standards are set forth in Exhibit "D" of the standard form contract, attached hereto as Exhibit B. Upon the City's request, certified payroll records shall promptly be provided to the City. Page 8 of 35 City of Vemon Financial Advisory Services Request for Proposals 11, STANDARD TERMS AND CONDITIONS Prior to the award of any work hereunder, City and proposer shall enter into the written contract for services attached hereto as Exhibit B. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the Contract. The term of the Contract shall not exceed three (3) years. Page 9 of 35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT A AFFIDAVIT OF NON.COLLUSION Page l0 of 35 City of Vemon Financial Advisory Services Request for Proposals AFFIDAVIT OF NON.COLLUSION BY CONTRACTOR STATE OF CALIFORNIA COUNTY OF LOS ANGELES being first duly sworn deposes and says that he/she is of (lnsefl Mme otbidder) who submits herewith to the City of Vemon a bid/proposal; That all slatements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone anempted to induce action prejudicial to the interest of the City of Vemon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of bids/proposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal; b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid,/proposal, or that anyone should refrain from bidding or withdraw his/her bid,/proposal; c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, Profit or cost element of his/her bid/proposal price, or ofthat ofanyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereoi or the conlents thereof, or diwlge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vemon, or to any person or persons who have a partnershiP or other financial interest with said bidder in his/her business. I certi! under penalty ofperjury that the above information is correct ) )ss ) (Ins€n "Sole O$ft.'. 'Partnel', "ftesidenr, S6rerar)'", or orher prop.r lrlle) By:Title: Date: Page ll of 35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT B STANDARD FORM CONTRACT Page l2 of35 City of Vemon Financial Advisory Services Request for Proposals SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTMCTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] COVER PAGE Contractor: [insert name of contractor] Responsible Principal of Contractor: [insert name, titlel Notice lnformation - Contractor: [insert name of contractorl [insert street address] [insert city, state, zip code] Attention: [insert name, titlel Phone: [insert phone number] Facsimile. Iinsert fax number] Notice lnformation - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: [insert department head] Iinsert department head titlel Telephone: (323) 583-881 1 ext. Iinsertl Facsimile. [insert fax number] Commencement Date: [insert commencement date] Termination Date: [insert termination date]Consideration: Total not to exceed $[insert amountl (includes all applicable sales tax); and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 'to.20 Page l3 of35 City of Vemon Financial Advisory Services Request for Proposals SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTMCTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and [Contraclor's Namel, a [State incorporated inl corporation ("Contractor'). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONT@O[. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on 2.O SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set forth in the Request for Proposals dated , Exhibit "A", and Contradofs proposal to the City ("Proposal") dated Exhibit "8", both of which are attached to and incorporated into this Contract, by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City-approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. Page 14 of 35 City of Vernon Financial Advisory Services Request for Proposals 4.0 TERM. The Contractor shall commence the delivery of services on receipt of a written notice to proceed and shall complete the services on the schedule set forth in Exhibit "_'. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vemon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit "C" attached hereto and incorporated herein by reference. 5.2 Contractor's grand total compensation for the entire term of this Contract, including change orders, shall not exceed [state amount] without the prior authorization of the City Council and written amendment of this Contract. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Contract. Materials shall be of the highest quality. The above Contract fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless othenrise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor. 5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. Page l5 of35 Ciry of Vemon Financial Advisory Services Request for Proposals 5.4.2 Approved reproduction charges. 5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incuned by Contractor in the performance of this Agreement. 5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, "extra work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit "C,'if the extra work has been approved by the City. 5.6 Licenses. Permits. Fees. and Assessments. Contractor shall obtain, at Contractor's sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement. 6.0 PAYMENT. 6.'l As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized exlra work actually performed or incuned according to said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable Page l6 of 35 City of Vemon Financial Advisory Services Request for Proposals expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice. 7 .O CHANGE ORDERS. The Director of the Department of Finance shall have the authority to issue change orders for administrative and non-material changes to the scope of services and to the time for performance as long as the change orders do not increase the compensation due to Contractor under this Contract and as long as the time is not extended beyond three years. The City Administrator, shall have the authority to issue administrative change orders to increase the compensation due to Contractor under this Contract, but the combined total amount of such change orders shall not exceed [insert amount]. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 9.0 COORDINATION OF SERVIE. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants, and other staff at all reasonable times. Page l7 of35 City of Vemon Financial Advisory Services Request for Proposals 9.1 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees, 9.2 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance ofthe types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 9.2.1 Automobile Liability with minimum limits of at least $1,000,000, including owned, hired, and non-owned liability coverage if written on a Commercial automobile liability form. 9.2.2 General Liability with minimum limits of at least $1,000,000 per occurrence with combined aggregate of $2,000,000 written on an lnsurance Services Office (lSO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal lnjury coverage is required. The City of Vemon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Contract. 9.2.3 lf Contractor employs other contractors as part of the services Page l8 of35 Ciry ofVernon Financial Advisory Sen'ices Request for Proposals rendered, Contraclor's Protective Coverage is required. Contractor may include all subcontractors AS insureds under its own policy or shall fumish separate insurance for each subcontractor, meeting the requirements set forth herein. 9.2.4 Professional Errors and Omissions coverage of at least $2,000,000. 9.2.5 Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: (i) Provide copy of permissive self-insurance certificate approved by the State of California; or (ii) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employe/s Liability lnsurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or (iii) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 9.2.6 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 9.2.7 lnsurance shall be placed with insurers with a Best's rating of at 9.2.8 Prior to commenc€ment of performance, Contractor shall furnish least A-Vlll. Page l9 of 35 City of Vemon Financial Advisory Services Request for Proposals City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurerto bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 9.2.9 Failure to maintain required insurance at all times shall constitute a default and material breach. ln such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. ln the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attomey's fees and costs against Contraclor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otheMise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. 1O.O GENERALTERMSANDCONDITIONS. 10.1 INDEPENDENTCONTMCTOR. 10.1.1 lt is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Contract, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor Page 20 of35 City of Vemon Financial Advisory Services Request for Proposals shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 10.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 1O.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otheMise. 10.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance ofthe work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contrac{or shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 1O.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished Page 2l of35 City of Vemon Financial Advisory Services Request for Proposals by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness. 10.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. ln the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the mafter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 10.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Contrac{ shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach ofthe one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. 10.7 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns. '10.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the Caty and approval by the City Attomey, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by Page 22 of 35 City of Vemon Financial Advisory Services Request for Proposals the Contractor of its obligations under this Contract. No assignment shall release the original parties from their obligations or otherwise constitute a novation. 10.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vemon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the Contract and otheMise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom. 10.10 ATTORNEY'S FEES. lf any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 10.11 INTERPRETATION, 10.11.1 Aoolicable Law. This Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of the State of Califomia. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof. 10.11.2 Entire Aoreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous Page 23 of35 City of Vernon Financial Advisory Services Request for Proposals negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral). 10.11.3 Written Amendment. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effecl. 10.11.4 Severabilitv. lf any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 1 0.'1 '1 .5 Order of Precedence. ln case of conflict between the terms of this Contrac{ and the terms contained in any document attached as an Exhibit or otheMise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Request for Proposals shall control over the Contractor's Proposal. '10.1 1 .8 signed Duplicate Oriqinals. There shall be two (2) fully copies of this Contract, each of which shall be deemed an original. 10.11.9 Construction. ln the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Page 24 of 35 City of Vemon Financial Advisory Services Request for Proposals 10.12 TIME OF ESSENCE. Time is strictly of the essence of this contract and each and every covenant, term, and provision hereof. '10.13 AUTHORITY OF CONTMCTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 10.14 ARBITMTION OF DIEUES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 10.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. lf to the City: City of Vernon Attention: Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 Page 25 of 35 City of Vemon Financial Advisory Services Request for Proposals lf to the Contractor: Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 10.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. '10.17 TERMINATION FOR CONVENIENCE Mithout Cause). City may terminate this Contrac{ in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' wriften notice to Contractor. lf the Contract is thus terminated by Ci$ for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effeciive date of termination. Such payment shall be Contracto/s exclusive remedy for termination without cause. 10.'18 DEFAULT. ln the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. ln case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible Page 26 of 35 City of Vemon Financial Advisory Services Request for Proposals for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incuned due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non- performance or delay will apply to this Contract as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Contracl. lf the Recovery Plan is not acceptable to the City or not received within '10 days of the necessary notification of Force Majeure default, then the city may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 10.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for seNice not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. lf this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 10.19.1 Additional Services. ln the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 10.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access Page27 of35 City ofVemon Financial Advisory Services Request for Proposals to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Contract. The Contractor shall maintain all such records in the City of Vernon. lf not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 10.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vemon, or a member of any of its boards, commissions, or committees, except to the extent permifted by law. 10.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 10.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontraclor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and Page 28 of 35 City of Vemon Financial Advisory Services Request for Proposals 40 hours in any one calendar week in violation of the provisions of Sections 1810 through '18'15 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1/z limes the basic rate of pay. 10.24 LIVING WAGES. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The cunent Living Wage Standards are set forth in Exhibit "D". Upon the City's request, certified payroll records shall promptly be provided to the City. 10.25 EQUAL EMPLOYMENT OPPORTUNITY PMCTICES. Contractor certifies and represents that, during the performance of this Contract, 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. Contraclor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E". lN WITNESS WHEREOF, the Parties have signed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City and California municipal corporation ICONTRACTOR'S NAME, a [State incorporated inl corporation By By: Name: Title: By: [nsert Name and Titlel ATTEST: Page 29 of 35 City of Vernon Financial Advisory Services Request for Proposals Maria E. Ayala, City Clerk Name: Tifle: APPROVEOAS TO FORM: Hema Patel, City Attorney Page 30 of 35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT A REQUEST FOR PROPOSALS Page 3l of35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT B PROPOSAL Page 32 of 35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT C SCHEDULE Page 33 of35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT D LIVING WAGE PROVISIONS Uldtrsoflvllsi[srcs: 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. Peir!-ud-!J.EE!C-9sy4,[: 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. Page 34 of35 City of Vemon Financial Advisory Services Request for Proposals EXHIBIT E EQUAL ETIPLOYiIENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor 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. Contractor further certifies that it will not maintain any segregated facilities. B. Contraclor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contraclor, state that it is an "Equal Opportunity Employe/' 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, Contraclor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor 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 its records pertaining or relating to its 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. Page 35 of35 EXHIBIT B PROPOSAL 18 II br* Response to Request for Proposal to Provide Financial Advisory Services: **]ffifl BLXGroup SEPTEMBER 21 ,2017 PROJECT MANAGER Craig Underwood President T 213.612.2463 E cunderwood@blxgroup.com CITY OF VERNON BLXO September 21 ,2017 City of Vernon Attention: William Fox, Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 Re: Citv of Vernon Financial Advisory Services Request for Proposals Dear Mr. Fox: On behalf of BLX Group LLC ('BLX") I am pleased to submit this response to the City of Vernon's ("City") request for proposal ('RFP) to provide Financial Advisory Services. Having worked with the City since 2002, BLX's technical capabilities, familiarity with the City's debt profile along with the debt profiles similar to that of the City, and a history of unsurpassed client service, combine to make us distinctly qualified to serve the City's needs. BLX possesses a unique combination of relevant resources, experience, and expertise to offer the City. The City's financial advisory needs are an excellent fit with BLX's corporate philosophy and procedures in that it acknowledges the unique characteristics of local government issued debt and investing public funds and the necessary understanding of related statutory, bond, and tax issues. lf selected, BLX is committed to providing personalized financial advisory services in an informed, hands-on, extension-of-staff manner. Additionally, BLX hereby declares that the undersigned individual is authorized to bind the firm with a Financial Advisory Services contract with the City and that the proposal will be valid for a period of at least ninety (90) days from the date of submission. We propose that the contemplated project be managed from our Los Angeles office and will not be subcontracted. Partnering with BLX and taking advantage of our strong tax and analytical skill set and competitive pricing is the best choice for a successful, yet cost-effective engagement. I will serve as your relationship manager and primary point of contact. ln that role, lwill be responsible for leading an open dialogue between BLX and the City. I am excited about the prospect of once again working with the City and look foruvard to addressing any questions you may have. I can be reached at213-612-2463 or via e-mail at cunderwood@blxgroup.com. Very truly yours, BLX Group LLC Craig Undenrvood, President 777 S. Figueroa Street, Suite 3200 Los Angeles, CA 90017 (21 3) 612-2463 (Direct) (213) 612-2200 (BLX Main) cunderwood@blxgroup.com BLX Group TABLE OF CONTENTS COVER LETTER CONTENTS A. INTRODUCTION B. GENEML SCOPE OF WORK C. WORK PLAN D. FEESANDCOSTS E. ABILITY OF THE PROPOSER TO PERFORM F. AFFIDAVIT OF NON.COLLUSION PAGE 1 2 5 7 I 17 C|TY OF VERNo PROPGAL TO PRO{/IOE FINANCIAL AOUSORY SERVICES A. INTRODUCTION Present an antroduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget. BLX is a registered municipal advisor offering financial advisory, interest rate swap advisory, and post debt issuance compliance services associated with requirements imposed by the IRS and SEC. As an independent and unbiased advisor, BLX's primary objectives are to advocate for and educate our clients while assisting in structuring their financings to achieve low cost of capital at the terms best suited to their debt policies and strategic objectives Our financial advisory experience include providing recommendation of different transactional approaches according to the borrower's best interests, including competitive bond sales, negotiated bond sales, bank lending, and state loans. Furthermore, BLX has participated in hundreds of transactions, rating presentations, and negotiations with underuriters, LOC banks, and bond purchasers, and have observed how different types of transactions perform under different market conditions. Because we are independent advisors and are not in the business of underwriting bonds, we are held to a fiduciary standard in all our engagements under the Dodd/Frank Act of 2010, and are not considered by the MSRB to have the potential conflicts of interest which exist between municipal borrowers and securities underwriting firms. Further, BLX and its professionals have advised on municipal debt offerings, escrow (re)structurings, investment products, and derivative transactions with an aggregate parlnotional amount in excess of $60 billion across all sectors of public finance, including local agencies, public utilities, higher education, healthcare, and project finance. Citv of Vernon We have been privileged to work with the City for 15 years and over that time have provided pre- and poslissuance financial advisory services, derivative advisory and management services and investment advisory services. The City is without question one of our firm's most valuable clients. Our team assigned to Vernon is headed by Craig Underwood, BLX's President, and Jeff Higgins, a Managing Director in our Los Angeles office. These two individuals are among BLX's most senior and experienced professionals and have worked with the City on an absolute priority basis for over a decade. Further, as BLX's President, Mr. Undenarood has full access to and availability of ALL of BLX's resources as they are needed to provide superior levels of service and quality to the City. We would enthusiastically welcome the opportunity to renew and, whenever possible at the City's request, expand our relationship with the City. We can unequivocally state that BLX has an unmatched understanding of the City's debt, derivative and investment transactions, the historical and institutional knowledge of the City's financings needed to provide optimal advice, and is best positioned to provide the services outlined in the Scope of Work of the RFP. Therefore, we are confident that BLX will be able to seamlessly and without any delays continue its work with the City and its staff and continue to provide structuring, pricing, and credit advice. EE=-BLXG.*,p CITY OF VERNoi{ PRoPOSAL To PRovIO€ FI ANchL ADusmY SERvrcEs> B. GENERAL SCOPE OF WORK Briefly summarize the scope of work as the proposer perceives or envisions it for each Service Area proposed. The scope of work as described in the RFP is generally consistent with the services BLX is currently providing to the City and those which BLX regularly provides to other municipal clients. At BLX, we generally divide financial advisory engagements into four (4) phases - (1) ongoing general consulting, planning and advisory services not directly related to a transaction (i.e. strategic planning), (2) pre-issuance services directly related to debUderivative/investment transactions (i.e. debt strategy); (3) executing a debt strategy, and (4) post-issuance regulatory, management, and oversight services. Based on our ongoing experience with the City, we believe this approach is an excellent fit to provide the City with the services described in the RFP. Specifically, the services and tasks we proposed to perform for and on the City's behalf are as follows: 1. BLX will meet with the City to update and fully develop our understanding of the City's objectives with regard to financing and investment matters. As has been our practice with the City, we would expect to meet regularly with City staff to discuss new opportunities and changes in financial policy/objectives. The BLX staff assigned to this engagement is available to the City as its highest priority. 2. BLX will provide the City with a comprehensive report reviewing all outstanding debt and derivative positions, identifying opportunities to reduce debt service, provide cash flow relief, and improve the City's overall balance sheet. This report will be updated not less than semi-annually and as frequently as requested by the City. 3. BLX will be available on a priority basis to meet with City staff, City Council, committees, commissions, and local governmental and quasi-governmental bodies as requested by the City. We will provide support, advice, and presentation materials as requested by the City to support its efforts to be responsive and transparent with all such entities. BIJ(Group C|TY oF VERt{oN PRoposAr ro PRovroE FrNArchr ADusmy S€RvrcEs EEtHr n !5r ,.!|o .df.*.6-nqld 'r.dLrllr ttd llJyn (r3l for nd.tr b Fo?o{d Frirtihdd,la lrs.ft(lt o. 6r.r.{ &tt lnd.rllfi r.6lBrii6 (..dn 16 2 Phase ll: Pre-lssuance Transactional Services 1. ln the event a financing objective (e.9., reduce debt service, fund capital projects, etc.) has been identified by the City, BLX will initially prepare a detailed written report identifying potential financing structures and options. This effort will include a review of existing debt obligations and other credit and funding commitments and how a new financing might impact those. lt will also include a preliminary forecast of the impact of any contemplated debt transaction on the City's credit rating, its rate structure (as it applies to enterprise funds), and overall debt service coverage. 2. From this initial report, BLX will work with the City to select the optimal financing strategy, which provides the City with the lowest cost of capital within risk parameters acceptable to and appropriate for the City. 3. As requested by the City, BLX will present or assist with the presentation of the initial financing plan to those public bodies charged with oversight, including City Council. Phase lll: Transactional Services 1. Once an overall financing plan has been agreed upon, BLX will provide a preliminary step-by-step action plan, clearly identifying responsibilities and time line for project completion. 2. BLX will assist in the selection and formation of a financing team, including preparing a list of services required of undenarriter, trustee, verification agent (if needed), and other professionals. 3. BLX will work with the City staff, bond counsel and financing team to determine the appropriate size, structure, specific terms and conditions for the debt transaction, and recommended method of sale. 4. BLX will assist bond counsel and other financing team members with the preparation of all publicly distributed documents in connection with the financing, including the official statement (or similar document) and related disclosures. 5. BLX will assist the City in negotiating and/or making presentations to credit rating agencies and/or credit enhancers (e.9., bond insurers, credit banks, etc.). 6. Prior to the sale of debt securities, BLX will assist with and represent the City at informational meetings as part of the marketing effort. 7. lf a competitive sale process is utilized, BLX will manage the sale process to ensure it is competitive. BLX will (i) coordinate the advertising and premarketing of the debt issuance; (ii) represent the City at the bid opening; (iii) analyze bids, identify the most favorable bid, and make a recommendation to award; (iv) act as the City's agent in any post-award negotiations; and (v) prepare final debt service tables. 8. lf a negotiated sale process is utilized, BLX will assist the City in negotiating appropriate terms, reviewing spreads, identifying comparable transactions, analyzing market levels, and clarifying any syndicate roles with the selected underuriter. BLX will also work side- by-side with the underwriter to ensure the broadness and appropriateness of the marketing and sales effort. -- BLxG.o.,p C|TY oF vERr{oir PROPoSqL To PRovEE F[{Ar{chL ADUSORY SERVICES 9. BLX will assist the City in closing the financing, including all necessary administrative and clerical tasks and the investment of the bond proceeds. Phase lV: Post - lssuance Services 1 . BLX will provide the City with ongoing compliance, monitoring, and management services in the following areas: A. - BLX will provide the City with annual and final arbitrage rebate calculations on each of the City's outstanding tax exempt bond issues. B. Continuinq Disclosure Services - BLX will provide the City with material event, annual report and dissemination services as required by the City's various continuing disclosure agreements. C. - BLX will provide the City with ongoing derivative monitoring services, including daily valuations of the City's derivative positions, coordinating collateral calls or requests, and counterparty rating monitoring. 2. BLX will be available on a full time basis to interact with ratings agencies and investors on behalf of the City along with addressing any issues that arise relating to the City's debt issuances. - BLXGroup Ow OF VERNoN Fh0po6AL To PRovlDE Fliuilchl ADusmy SERvrcEs 4 C. WORK PLAN Present concepts for conducting the work plan and interrelationship of all projects, Define the scope of each task including the depth and scope of analysis or research proposed. As described in the previous section, BLX views this engagement as having four distinct, but very much interrelated, components or phases. All four are critical to the City's financial success, stability, and transparency and best provided by a single firm doing so on an integrated basis. We propose to implement the following work plan items and tasks as a supplement to the Scope of Services described earlier. Phase l: Our approach to providing Financial Advisory services to the City begins with acting as an extension of the City's staff. That is, we have and would continue to be available to the City on a full time basis (and on short notice) to provide support, analysis, and advice for all City-related financial matters. By being fully immersed in the Cig's financial activities, we are best positioned to provide the required services and timely and value added advice. To add some structure to this, we propose regularly scheduled weekly meeting (or call if preferred by City) with the Finance Director to review ongoing projects, help prepare for upcoming meetings requiring financial analysis, and generally review market conditions and opportunities for the City to improve its financial standing and/or pursue additional capital funding. We also recommend that as Financial Advisor, we present or assist with a quarterly presentation to City Council a summary and review of the City's financial standing as it relates to debt, derivative, and investments. Working with the Finance Director, BLX will develop a template for such presentations that can be readily updated and amended on an ongoing basis. Finally, as circumstances require, BLX's assigned professionals will be available to the City on a full time priority basis. That is, should the City need BLX support and advice to address pressing and sudden issues, we will make the necessary resources available to the City. We believe that the availability of our assigned professionals throughout our decade of service to the City readily demonstrates the true depth of this commitment. Phase ll: The services described in Phases ll and lll are fairly standard for financial advisory engagements as described in the previous section. As a supplement to these services and to create better accountability and transparency, we propose that each financing transaction be carefully documented as follows: 1. When a financing opportunity is identified (e.9., refunding) or deemed necessary (e.9., capital needs), BLX will provide an initial memo detailing the project parameters and objectives and proposed work plan and calendar. BLXGroup C|TY OF VERNoN PR@GAL To PRoVIDE FIMI{CIAI- ADUSMY SERVICES Phase lll: Once the City is in agreement with the work plan, BLX will assist the City with the following: 1. Forming a financing team. Absent financing team members already being in place by virtue of prior RFPs or other process, BLX will assist the City with identifying and securing financing team members - utilizing a competitive process whenever possible. 3. Provide ongoing advice and recommendations to the City on how to best document important transaction decisions regarding debt structure and important legal/fi nancial/credit issues. 4. Upon the close of any transaction, BLX will provide a summary report to the City. This report will detail the final transaction structure, including the bond pricing effort and outcome; identify the extent to which the final transaction met the original project goals; and summarize the City's ongoing obligations under the transaction. BLX will present or assist in presenting these final findings to City Council. Phase lV: BLX has provided the services proposed in this section to the City for several years. We do not foresee any substantial changes in the work plan for how these services are provided. However, in the spirit of creating greater transparency, we propose to provide a formal annual report detailing the City's post-issuance compliance efforts. This summary will include the results of any arbitrage rebate calculations, a summary of any required disclosure filings, and a summary of the City's derivative positions. This annual report will be useful in demonstrating the City's ongoing oversight efforts to City Council, regulatory parties, and other groups. We strongly believe that the City is best served by a single qualified firm providing the services proposed in this and the prior section on an integrated basis. 'BLxG.o.,p C|TY oF VERNoN PRoPGAL To PRovID€ FlrlANCUL ADVtSfrY SERVEES 6 D. FEES AND COSTS Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should award may be made without discussion with any firm. Proposer must offer seruices at a raG comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. BLX does not structure its fees for advisory services based on any set formula or approach. We have provided similar services to those contemplated by the City on (i) a fixed fee basis; (ii) an hourly basis; and (iii) a percentage of transaction-size basis. The most important factor in determining an appropriate fee structure is the City's comfort that our fee is appropriate for the work and value provided and consistent with "the market". Therefore, while we have proposed a fee schedule as shown below, we are amendable to negotiate alternative fee structures that may be deemed more acceptable by the City. Our proposed fee structure is segmented in a manner consistent with our response to Section B - General Scope of Work. nce Transactional Services As the depth and amount of the services required in this phase are difficult to approximate, we believe these services are lairly compensated by an hourly billing arrangement. Our proposed hourly fees are as follows: Title Hourlv Rate President $400 Managing Director $350 Alternatively, we would be open to negotiating a flat annual retainer for these services. Such an arrangement might provide greater value for the City in that it would provide a cap. ln order to determine an appropriate level for such a cap, we would need to first discuss with the City what various projects and tasks it forecasts over the next 12 months. Phase lll: Transactional Services Once the City has elecled to pursue a specific financing, our fee for services in connection with such a financing would then shift to a contingent arrangement. Under such an arrangement, BLX would only be compensated upon a successful closing. Our proposed fee for these services is as follows: Debt Transaction:$0.50/$1,000 Bond with a cap of $200,000 and a floor of $25,000 Derivative Transaction: The present value ol .02Yo of the notional amount for each year the derivative is outstanding with a cap of $150,000 and a floor of $25,000 - Blxcroup CIIY OF VERNo PRoPoSAL To PRovIO€ FINANCUL ADusmY SERVICES 7 Contingent Fee Disclosures: Most forms of compensation for financial advisors have some sort of potential conflict of interest inherent in the payment arrangement. Under a contingent fee form of compensation, payment of an advisor's fee is dependent upon the successful completion of a financing or other transaction. Although this form of compensation may be customary for the client, it presents a conflict because the advisor may have an incentive to push to complete a financing or potential financing under terms that might be disadvantageous to the client. For example, when facts or circumstances arise that could cause the financing or other transaction to be delayed or fail to close, an advisor may have an incentive to discourage a full consideration of such facts and circumstances, or to discourage consideration of alternatives that may result in the cancellation of the financing or other transaction. Under an hourly fee form of compensation, the advisor is paid an amount equal to the number of hours worked by the advisor times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest if the client and the advisor do not agree on a reasonable maximum amount at the outset of the engagement, because the advisor does not have a financial incentive to recommend alternatives that would result in fewer hours worked. ln some cases, an hourly fee may be applied against a retainer (e.9, a retainer payable monthly), in which case it is payable whether or not a financing closes. Alternatively, it may be contingent upon the successful completion of a financing, in which case there may be additional conflicts of interest, as described above. The City may wish to consider a continuation of the hourly rates proposed for Phase I services for Phase ll services. Should the City elect to do so, fees for Phase lll services would be non-contingent. Phase lV: Post-lssuance Services Our fees for the services described in the corresponding section of our response to Section 2 are as follows: A. Arbitrage Rebate Compliance Services (on a per bond issue basis) Annual Report Fee (per report) Final Report Fee (per report) B. Continuing Disclosure Services Electric System Redevelopment C. Derivative Monitoring Services Per Outstanding Derivative (swap) $2,000 $2,500 $11,000 $7,000 $2,500 Please note that we are open to other fee arrangements and would welcome any discussion with the City regarding our fee proposal. CITY OF VERNO PROP6,CI TO PhOVIDE Flt,U''IClAt ADUSORY SERVICES 8 E. ABILITY OF THE PROPOSER TO PERFORM Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key perconnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such projec(s). ldentify role and responsibility of each member of the proiect team. lnclude the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The selected firm shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. Firm Overview BLX Group LLC, formerly known as Bond Logistix LLC, is a Municipal Securities Rulemaking Board and Securities Exchange Commission registered independent municipal advisory firm, specializing in serving governmental issuers and nonprofit entities. Our consulting services include financial advisory, interest rate swap advisory, along with federal tax and regulatory compliance services. We work with issuers on projects, both large and small, leveraging our experience, resources, and expertise to design the role that best fits each client's needs. BLX was established in 1989 to undertake the mathematical, financial, and other technical aspects necessary to assist public and nonprofit agencies in complying with the arbitrage rebate regulations imposed by the lnternal Revenue Service ("lRS"). Since that time, BLX has grown to become the largest provider of such services in the country, with 38 professional consultants and 12 support staff in 5 offices nationwide, strategically located in Dallas, Los Angeles, Phoenix, New York, and Tampa. BLX has a tremendous amount of experience in providing services to all types of entities including states, counties, cities, transportation authorities, public utilities, special districts, nonprofit organizations, and more. BLX professionals assigned to its engagement with the City will have an average of 25 years of public finance experience. BLX is a wholly-owned subsidiary of Onick, Herrington & Sutcliffe LLP ("Onick"), the premier public finance law firm in the nation. Orrick has provided quality legal services to municipal issuers, underuriters, and trustees for more than 100 years and has been ranked first nationally as bond counsel for most of the last two decades (as reported in the Bond Buyer). BLX has grown to become a full service advisory firm, offering a range of complementary services to public sector bond issuers and nonprofit entities. The professionals in each practice arca arc allocated to work primarily in their practice groups. However, our practice areas are designed to complement each other by providing expertise in the sometimes difficult to fill gaps commonly encountered in municipal finance. For example, our swaps group will often assist our financial advisory practice when the proposed debt strategy includes hedging variable rate interest rate risk with a floating-to-fixed rate swap. Similarly, our rebate group might streamline a swap-related engagement by sharing documentation previously supplied by the client, saving all parties time and effort. There are numerous other ClrY oF vERNoir PRoPoSAL To PRoVIDE FIT.IANChL ADUSMY SERVICES circumstances where we can leverage these synergies for the benefit of our clients. ln this regard, the evolution of our firm has been driven simply by the needs and priorities of our clients. While smaller firms may have the expertise in their area of focus, their lack in size and overall experience not only limits synergies, but limits their flexibility in deploying resources and, importantly, limits their ability to develop the infrastructure necessary to efficiently and reliably deliver services. By being a full service firm with a relatively larger client and services base, BLX has been able to make investments, in technology for example, that benefit multiple practice groups firm-wide. More specifically, BLX maintains these resources in-house and to date have developed web-based platforms to bid investments (BLXBid), to assist with filings of IRS Schedule K of Form 990 (BLXSKAN), and to value and monitor swap portfolios (BLXSwap), with additional offerings in the works. A hallmark of BLX's history has been continually updating our services to help our clients navigate new developments both in the markets and in the regulatory arena. Our web-based software has been and will continue to be designed according to our clients' needs. By demonstrating our ability to manage thousands of active engagements combined with our experiences in providing financial advisory and post-issuance compliance services, and developing web-based platforms, BLX is amply qualified to serve the City. Since launching its advisory service practice, BLX and its professionals have advised on municipal debt offerings, escrow (re)structurings, structured investment products and derivative transactions with an aggregate par and notional amount in excess of $60 billion across all sectors of public finance, including local agencies, public utilities, higher education, healthcare, and project finance. As you are aware, BLX served as the City's financial advisor from 2002 through 2013. During such period, the City embarked on a number of complex financings that required the financial advisor to have a detail understanding of the City, its general fund, utility system, gas system, redevelopment plan and, most importantly an understanding of the City's primarily industrial constituents. BLX assisted the City with achieving those objectives, even during some of the City's most challenging periods of time such as the nation's financial crisis in 2008 and State's dissolution of the redevelopment agencies. BLX assisted the City with the financing of numerous assets of Light and Power and the former Redevelopment Agency, including the financing of the Malburg Generating Station, the financing and refinancing of the City's 15 year natural gas prepay transaction, the acquisition and sale of the City's Tehachapi wind land, the sale of the certain utility assets such as Malburg Generating Station and transmission assets, to name a few. BLX assisted the City in developing and evaluating financial forecasts for the utility, monitoring the City's IRS compliance (including arbikage rebate and private-use) and SEC compliance requirements (such as continuing disclosure requirements). BLX also performed investment advisory/portfolio management services for the City during this time period. However effective April 1, 2016 BLX no longer offers such services. Even during the period BLX did not serve as the City's financial advisor, BLX has continually monitored the City's financing activities such as its recent 2015 financing and is familiar with the City's current plans. BLX is also the largest and most widely experienced provider of post issuance compliance and regulatory services (i.e., arbitrage compliance services, continuing disclosure services, 10 - BLxG.u.,p CITY OF VERNO PRoPos.AL To PRoVIDE FNATTCnL ADVSORY SERVICES etc.) in the nation, having prepared over 85,000 arbitrage calculations for over 23,000 bond issues since 1989 and providing continuing disclosure services to issuers across the country. Conflicts Disclaimers and Disclosures The City is aware that BLX is a subsidiary of Orrick. BLX and/or Onick may have client relationships with other parties involved in some manner with the City or the proposed financing transaction (for example, underwriters, purchasers, counterparties, trustees, rating agencies, insurers, credit providers, lenders, contractors, developers, advisors, investment advisors/providers/brokers, public entities and others) whether with respect to the City or some unrelated matte(s). Those participants are and will not be clients of BLX with respect to the financing transactions that are the subject of this engagement. BLX and Onick have been part of the City's financing team for past financings, and can work together when we are both serving the City's interests. However, a potential conflict of interest may arise if Orrick is engaged to provide legal services to other financing team participants. However, to the extent that, because of any other relationship between Orrick or BLX and other participants, there may appear to be or is any conflict of interest, actual or potential, with respect to the City's engagement of BLX, absent notification by the City to the contrary, the City is hereby deemed to waive any such conflict and consents to any such other relationship. BLX will notify the City of any potential conflicts. BLX has taken the following steps to identify and address potential conflicts of interest that may impact its ability to fulfill its duties to the City under this engagement. . BLX will not participate in the City's process in selecting legal counsel in connection with any financings. . BLX has provided "historical continuing disclosure compliance" services for underwriters in connection with the undenrvriters' obligation to review an issuer's S.E.C. Rule 15c2-12 11 -- BLxG.or.p C|TY oF VERNoN PRopos,cl To PRovrDE FMr{cr r ADvrsmy SERvrcEs compliance over the past five (5) years. Such service entails reviewing continuing disclosure filings made by the issuer's. Such reports are factual representations of an issuer's compliance. BLX will inform the City of any underwriters that have retained BLX for these services prior to any selection of an undenarriter for the proposed transaction. o Potential financing structures may include Wells Fargo or US Bank serving as undenivriter or as purchaser of the obligations via a direct purchase. BLX is currently engaged by Wells Fargo and US Bank to perform arbitrage rebate compliance services in connection with outstanding obligations issued by certain public or not-for-profit agencies that engaged the banks to serve as trustee. BLX's scope of services relating to its engagement with Wells Fargo and US Bank is independent of the services described herein and will not conflict with BLX's engagement with the City. BLX has not committed any violations of Federal, state or local regulations or laws within the last three years and is not involved in any pending or current litigation. BLX is not under investigation and is not involved in any pending enforcement or disciplinary actions by the SEC or any other regulatory bodies. Financial Advisorv Team The Project Team that BLX will assign to the City consists of BLX's most experienced and appropriately skilled professionals, including the firm's president. All team members will be available on a full{ime basis. Having provided the similar services proposed herein to public agencies across the country, including the City, these BLX professionals are widely considered to be among the nation's leading experts in debt, tax, derivative, and secondary market disclosure matters relating to municipal bond financings. We believe it is important to note that Mr. Undenrvood and Mr. Higgins have worked extensively on the City's financing matters for over a decade and in this time have become intimately familiar with City's outstanding debt and derivative portfolio, the City's current standing with the rating agencies and investors, and ongoing tax, regulatory, and compliance efforts. Time Public Finance lnvolvement ExperiencePersonnel Craig Undenivood President Jeff Higgins Managing Director Eric Chu Managing Director Glenn Casterline Managing Director Role Engagement Manager Primary Contact Skategy Strategy and Analytics Secondary Contact Strategy and Analytics Derivatives Strategy and Analytics - 5Oo/o = 3Oo/o = 1Oo/o = 10o/o 28 Years 24 Years 25 Years 25 Years 12 BIJ(Group C|TY oF VERNot{ PRoP6,qL To PRoToE FIMNC|AL ADUSORY SERVICES CRAIG UNDERWOOD PRESIDENT BLX Group LLC - Los Angeles (213) 612-2463 cunderwood@blxgroup.com Role Lead Municipal Advisor Primary Contact Strategic Planning Financing Structure 28 Years Public Finance and related Experience Heads BLX's advisory service practice, overseeing the firm's debt, derivative, and capital market practices Experience includes financial/derivative/investment advisory services for governmental, nonprofit, and corporate entities; designing and implementing various compliance and administration engagements for tax compliance, municipal disclosure, tobacco securitizations and student housing management . Served as the City's lead financial advisor from 2002 to 20't3 Education. Princeton University BA in Politics, 1986 FINRA Licenses o Series 50, Municipal Advisor Rep (2017 to Present) o Series 63, lnvestment Advisor Rep (1993 to Present). Series 65, lnvestment Advisor Rep (2000 to Present) a a JEFF HIGGINS MANAGING DIRECTOR BLX Group LLC - Los Angeles (213\ 612-2209 jhiggins@blxgroup.com Role Co-Municipal Advisor Strategic Planning Financing Structure o 24 Years Public Finance Experience . Manages BLX's Municipal Continuing Disclosure practice o Served as the City's financial advisor from 2002lo 2013 . Manages many of BLX's most sophisticated issuer's including Energy Northwest, Piedmont Municipal Power Agency, State of South Carolina, Regents of the University of California, State of Hawaii and its agencies, and the City and County of Honolulu Education o Arizona State University BS in Finance, 1992 FINRA Licenses. Series 50, Municipal Advisor Rep, (2016 to Present). Series 65, lnvestment Advisor Rep, (2001 to Present) 13 CrrY of VERlror{ PR@GAL To PRoMDE F ANCIAI ADVISORY SERVICES ERIC CHU MANAGING DIRECTOR BLX Group LLC - Los Angeles (213) 612-2136 echu@blxgroup.com Role Co-Municipal Advisor Finance Structure lnterest Rate Swap Advisor GLENN R. CASTERLINE MANAGING DIRECTOR BLX Group LLC - Los Angeles (213) 612-2229 gcasterline@blxgroup.com Role Co-Municipal Advisor Strategic Planning Financing Structure 25 Years Public Finance Experience Experience includes work on hundreds of interest rate swap and structured investment transactions and providing on-going monitoring and compliance services, including for GASB and FASB accounting rules. Clients have included lthaca College, Master's University, Francisco Airport Commission, Dignity Health, County of San Diego (CA), City of Riverside (CA), The Colburn School, Sanford Burnham Prebys Medical Discovery lnstitute e Led the development of BLXSwap, a web-based swap monitoring platform, and BLXBid, a web-based market bidding platform Education. University of California, Los Angeles BS in Applied Mathematics & BA in Economics, 1991 FINRA Licenseso Series 50, Municipal Advisor Rep (2016 to Present). Series 65, lnvestment Advisor Rep (2000 to Present) o 25 Year Public Finance Experience . Experience includes financial advisory engagement with the Colburn School for Performing Arts, California Science Center Foundation, Sanford Burnham Prebys Medical Discovery lnstitute, Chapman University, City of Oceanside, and several charter schools including Camino Nuevo Charter Academy, Santa Rosa Academy, Coastal Academy, and Classical Academy . Serves as Manager for many of BLX's largest compliance engagements including the California State University System, City of Long Beach (CA), County of Riverside (CA), the City and County of Denver, and Denver I nternational Airport Education. California State University, Fullerton BA in Business Administration, Finance, 1991 FINRA Licenses e Series 50, Municipal Advisor Rep (2016 to Present). Series 65, lnvestment Advisor Rep (2000 to Present) a a 14 BIJ(Group CIIY oF VERNoN PRoPGAI To PROVIOC FINAT{ChL ADUSMY SERVCES Philosophv and Obiective As an independent and unbiased advisor, BLX's primary objective is to advocate for and educate our clients to structure their financings to achieve the lowest cost of capital at the terms best suited to their debt policies and strategic objectives. Our philosophy is to ensure all financing options are identified and reviewed for the borrower. Whenever possible, BLX aims to develop an ongoing relationship with its clients rather than a transaction based relationship. Our market knowledge and expertise provides us with the ability to negotiate the most attractive fees and terms with financing participants on behalf of our clients. BLX's hands on expertise in the municipal bond trading and underuvriting arena provides an insider knowledge base to advocate for the City and bring transparency to the pricing process. Our objective is to guide the City in balancing financing priorities with the current market and investor demand. BLX monitors the municipal market on a daily basis and can share market data on comparable transactions that will empower the City in selection of bond or note sale dates and bond pricing decisions. BLX has access to all the major market information sources such as Bloomberg, Thomson Reuters, Municipal Market Data (MMD), and EMMA to help the City make real time decisions that may impact the City's negotiated and competitive sales. BLX works closely with the underwriter to make sure decisions are made in best interest of the City and will provide an independent 3rd party fair market certifi cation for negotiated sales. BLX is an industry leader in tax compliance and related on-going post-issuance maintenance of tax-exempt financings and all of our practice areas complement one another by providing our clients with value added cross discipline expertise that has proven valuable, in particular with respect to the analyzing the impact of swap transactions on arbitrage rebate and related tax analyses. Throughout our 28 year history, our mission has been to exclusively serve, and act on behalf of, our governmental and not-for-profit entity clients in areas where BLX can leverage its combination of extensive infrastructure, depth of resources, and professional expertise to provide best in class services. Analvtical Capabilities The senior members of our proposed team, Mr. Higgins, Mr. Casterline, and Mr. Chu, head up our technical modeling and quantitative analysis for BLX's debt advisory and derivative advisory services. They are assisted by three to five consultants who work under their supervision to perform projects for our clients. Many of the pro,ects require customized models to accommodate the specific idiosyncrasies of our clients' debt, investment and derivative strategies. Mr. Chu developed both of BLX's propriety applications for structured investment product bidding (BLXBid.com) and online swap monitoring and valuations (BLXSwap.com). BLX utilizes MUNEX to size and structure bond issues, perform advance refunding calculations, analyze the cost effectiveness of credit enhancement, confirm and validate the true interest costs on competitive bids and to provide transaction schedules to our clients. ln addition to MUNEX, BLX routinely develops customized financial models to address the specific information and financing strategy needs of its clients. Given BLX's technical expertise in complex transactions, our staff is uniquely oriented toward creating specialized financial models for our clients. '15 5'-r=- BLXGroup>:C|TY oF VERNo,I PR@osAL To PRovrDE FMricht ADMsoRy SERVTCES BLX possesses particular expertise and experience in complex transaction modeling and investment product pricing. BLX utilizes a myriad of industry leading quantitative tools and market sources that help provide our clients superior pricing transparency. Our purpose-built modeling software programs, and in-house developed Excel models allow us the flexibility to price and execute even the most complex transactions. References Below we have provided a brief list of references you may wish to contact. ln addition to the views of these references, BLX has had a long history working with the City including the current City Administrator (Carlos Fandino) and Assistant Finance Director (Masami Higa). Perhaps of greater value than any recommendation of our seryices that you may receive from a third party, you may wish to discuss the quality, value, and commitment of BLX to the City with those individuals. The California Science Genter Foundation Cynthia Pygin, Chief Financial Officer 700 Exposition Park Drive, Los Angeles, CA 90037 (323)724-3623 cpygin@cscmail.org Sanford Burnham Prebys Medical Discovery lnstitute Gary Chessum, Chief Financial Officer 10901 North Toney Pines Road, La Jolla, CA 92037 (858) 795-5019 gchessum@sbpdiscovery.org The Colburn School of Performing Arts Seth Weintraub, Chief Financial Officer 200 S. Grand Avenue, Los Angeles, CA 90012 (213) 621-1015 sweintraub@colburnschool.edu Subcontractor BLX will not be subcontracting any of the proposed Financial Advisory work. 16 - Bl-.xc.orr.p C|TY oF VERNot{ PROPOSAT IO PROVItr FINAI.IChL ADVEORY S€RVICES City of Vemon Financial Advisory Services Request for Proposals AFFIDAVTT OF NON.COLLUSION BY CONTRACTOR STATE OF CALIFORNIA COIINTY OF LOS A]\GELES Glenn R. Casterline being first duly sworn deposes and says that her'she is Manaqlnq Ulrector (l dl 'Sol. OpEi, 'P!ni.r", 'Pcsid. , "S4..rsy', or orlEr PrcF rirL) of BLX Group LLC (Ie '94 orbild6) who submits herewith to the City of Vemon a bid/proposal; That all statements of fact in such bid/proposal are tsue; That such bid/proposal was not made in the interest of or on behalf of any rmdisclosed persorl pafinership, company, association, organization or corporation; That such bid./proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication oI conference widt anyone attempted to inducr action prejudicial to the interest of the City of Vemorq or of any other bidder or anyone else interested in the proposed coni-act; and fifther That prior to the public opening and rcading ofbidVproposals, said bidder: a. Did not dircctly or indirectly, induce or solicit anyone else to submit a falsc or sham bid/proposal; b. Did not dLectly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or lhat anyone should rcfrain from bidding or withdraw his/her bid/proposal; c. Did not, in any manner, directly or indirectly seek by agreemen! communicaiion or confercnce with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to rais€ or fx any overhead, pro6t or cost element of hiVher bid/proposal price, or ofthat ofanyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any brskdown thereof, or tlre contents thereot or divulge information or data rclative thereto, to any corporation, parmership, company, association, organization, bid depository, or to any member or agent lh€reoq or to any individual or group of individuals, except lhe City of Vernon, or to any peson or persons who have a partsrership or other financial interest wift said bidder in his/her business. I certi! undcr penalty ofperjury that the above information is conect Tirle: Glenn R. Casterline ) )ss ) Page I I of 35 j/rt /rl CALTFORNTA JURAT A notary public or other omcer completing this certificate verifies only the identity ofthe individual who signed the document to which this cenificate is attached, and not he truthfulness, accuncy, or validity of that document. State of California County of Los Angeles Subscribed and swom Glenn Casterline proved to appeared before me. ) ) ) to (or aftirmed) before me this l3th day of September,20l7, by me on the basis of satisfactory evidence to be the person who Cmr$rlon , 20t202?llotry ftailc . Cd orntrto. Ar[.1.. OPTIONAL Though the inlormalion below is nol required by law, it mq) prove valuable to persons relying on the doctment and could prevent fraudulent removal and reanachment of this form to another docament, Further Description of Atry Attached Document Title or Type of Document: Affidavit of Non-Collusion by Contractor Document Date: none Number of Pages: Signer(s) Other than names above: N/A EXHIBIT C SCHEDULE Work is to be performed per lhe Proposal. Each assignment is based upon the task requested by the City. A cost estimate will be provided by Contractor for each assignment prior to commencement of the work. 19 EXHIBIT D LIVING WAGE PROVISIONS uj@g]Usreg: 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. Ea!C:oC-[IsPs!C!3@: 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 ol 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 againsl 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. 20 B. EXHIBIT E EOUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor certifies and represents that, during the performance of this Agreement' the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees ar€ trealed equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not mainlain any segregated facilities. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employmenl without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in lhe performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. Contractor agrees to provide the City with access lo, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under stale or federal law. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. c D 21 n I T 1 0 2017 Keith Alleru Director / Health Officer 11305 Santa Fe Avenue, Vemoo Califomia 9fi)58 CITY CLERKSOIIICE Telephone (323) 5838811 October 17,2017 Honorable City Council City of Vernon Vernon, California Honorable Members: Attached is a listing of the monf y activities for the Hea.lth and Environmental Control Departrnent which cover the period from September I, 2017 through September 30, 2017. Keith Allen Director lE 4c tusht e fy I n[us tria I RECEIVED ocr 03 2017 CITY ADMINISTRATION REGEIVED HEALTTT & ENVTRONMENTAL CONTROL DEPARTMENT0T p - q - n gnoMoTg, September, 2017 MONTHLY REPORT Keith Allen, Director HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT MONTHLY REPORT SEPTEMBE&2OU HAZARDOUS MATERIALS CONTROL Our staff continued to conduct routine inspections and assisted business representatives to properly complete annual Hazardous Materials Business Plan forms using the new Califomia Environmental Reporting System (CERS) which allows electronic submiftals of hazardous materials inventories and permit information. Zero Class 1 violations were found, 33 Class 2,4Vlinor violations were noted during routine inspections performed of hazardous materials facilities. Department staff will continue to monitor these facilities to ensure that all violations have been conected. Please note: According to The Califomia Department of Toxic Substances Control (DTSC), violation types are defined as: Class I Violation: The Health and Safety Code (HSC) section 25110.8.5 defines a Class I Violation as a violation that is a sigrrificant threat to human health or safety or the environment because of volume, hazardousness, and/or proximity to population at risk. A Class I Violation is also a violation that could result in a failure to ensure adequate financial assurance, perform corrective action or emergency cleanup; or a repeating Class II Violation committed by a recalcitrant violator. Class II Violation: The Califomia Code of Regulation (CCR), title 22, section 66260.10 and Health and Safety Code (HSC) section 25110.8.5, subdivision (b) define a Class II Violation as a violation that is not a Class I Violation and does not meet the conditions of a Minor Violation. Minor Violation: The Health and Safety Code (HSC) section 25117 .6 defines a Minor Violation as a subset of a Class II Violation that is not knowing, willful or intentional, does not enable the Respondent to gain an economic benefit for noncompliance, is not chronic or is not committed by a recalcitrant violator. Closure and cleanup activities included the ongoing site assessments/closure at Exide Technologies on Indiana Street, the former Pechiney facility on Fruitland Avenue, and 4060 E. 26th Street at the former U.S. Fertilizer site. The Health Departrnent continued to be an active participant with the Exide Technologies closure. Director Keith Allen and Deputy Director David LeDuffengaged in regular conference call and in-person meetings with DTSC and other supporting agencies. As a reminder, the City's website has an Exide information page for the public to obtain information. aaaa Deputy Director David LeDuff submined the Annual Single Fee Summary Report to CalEPA. The information in the report is used to determine if the Department is generating enough revenue to support their hazardous materials inspection program. aaaa TJNDERGROUND TANK PROGRAM No underground storage tanks were removed during the month. A total of two USTs were inspected, yielding no violations. aaraa FOODPROGRAM Staff conducted inspections of the food facilities throughout the City as part ofa routine basis by the Departrnent. No major violations were noted during these inspections. aaaa Environmental Health Specialist Erik Cheng conducted several plan checks and construction inspections of proposed remodeling and new construction for food facilities. Erik also monitored consmrction progress of new food facilities. aaaa ENYIROI{MENTAL PROTECTION Health Departrnent staff inspected 24 garment manufacturing facilities and found no major violations. In collaboration with the Public Works, Water, and Development Services Department, Senior Environmental Specialist Jerrick Torres assisted with storm water inspections and plan reviews. Jerrick also inspected all active construction sites Citywide to ensure that storm water best management practices were being followed to prevent w:Lste water discharge and runoff from entering the storm drain system. aaaa Greater LA County Vector Control District (GLACVCD) continues to provide mosquito control services throughout the City. For all mosquito related complaints and services, please call the GLACVCD at (562) 944-9656. The City has this information available on the Health Departrnent's website as well. SOLID WASTE PROGRAM Senior Environmental Health Specialist Linda Johnson conducted inspections of solid waste facilities throughout the City as part of a routine basis by the Department. No violations were noted during these inspections. aaaa The State of Califomia CalRecycle Department conducted their annual audit on the Department's solid waste program, which there were no issues of concem noted. aaaa EMERGENCY RESPONSE The month of September was notable for emergency response actions. Departrnent Registered Environmental Health Specialists responded to the following: fugitive dust control complaint potentially affecting the VPUD Power Plant. aaaa MISCELLAI{EOUS The Department welcomed a new college student intem. Denise Chen, a student from Cal State Northridge, will be working in the Health Department as an intem for the fall semester. Denise will be assisting the Departrnent with various projects, including working on the CERS system. The Department continues to work with IT on upgrading the Envision Connect system. Envision Connect is the field inspection computer software that the Department uses to perform inspections and conduct permit bitling. aaaa END H News Release CALIFORNIA DEPARTMENT OF PUBLIC HEALTH FOR I]UI]UIEDIATE RELEASE September 27, 20'17 PH 17-070 CONTACT: Corey Egel | 916.440.7259 | CDPHoress@cdph.ca.oov Prevent the Flu this Season by Gefting a Flu Shot SACRAMENTO - The California Department of Public Health (CDPH) urges Californians to get the influenza (flu) vaccine in September or October ahead of the arrival of influenza season. ln California, flu usually begins to increase in late November or December. lt takes a couple of weeks after vaccination for the body to respond fully, so now is the time to get vaccinated to have the best protection before the flu season begins. "Getting vaccinated is the best protection against flu illness," said CDPH Director and State Health Officer Dr. Karen Smith. "You can prevent missing work or school, visits to the doctor or hospitalizations, and protecting others from coming down with the flu.' A person with flu may be contagious and infect others before they even feel sick. For the second year, the Centers for Disease Conhol and Prevention (CDC) only recommend injectable flu vaccines. The nasal spray flu vaccine (live attenuated influenza vaccine or LAIV) is not recommended for use this season due to concerns about the effectiveness. Each year, flu causes millions of illnesses, hundreds of thousands of hospitalizations and, sometimes, thousands or tens of thousands of deaths in the United States. To reduce this risk, CDPH recommends the annual flu vaccine for everyone six months of age and older. While anyone can get flu, pregnant women, children under flve, adults 65 years of age and older, and people with chronic conditions such as heart disease and asthma are particularlv at risk for flu-related complications. Flu shots are needed every year to maintain the greatest protection because the vaccine changes each season to match the circulating viruses. Common symptoms of the flu include fever or feeling feverish, a cough and/or sore throat, a runny or stuffy nose, chills, fatigue and body aches. Children may also have nausea, vomiting or diarrhea. To stop the spread of flu and other respiratory illnesses, you should also: . Stay home while sick and limit contact with others . Cover your cough or sneeze with your sleeve or disposable tissue . Wash hands frequently and thoroughly with soap and warm water, or use an alcohol-based hand sanitizer . Avoid touching your eyes, nose and mouth CDPH encourages Californians to contacl their health care provider, physician's office, clinic or pharmacy about obtaining the flu vaccine. Some local health departments may also offer low- or no-cost fl u immunizations. For more information about the flu, visit CDPH's website. For the flu vaccine location nearest you, visit www.flu.qov. www.cdph.ca.oov RECEIVED ocT I2 201/ CIIYCLERl{'S 0l;iCE REEEflVED SEP 2 8 2OT/ HEALTH & ENVIRONMENTAL STAFF REPORT RONMENTAL CONTRO DATE: TO: FROM: R-E: October 17,2017 Honorable Mayor and City Council Keith Allen, Director of Health & Environmental Control Department fit-Originator: David LeDuff, Deputy Director Approval of the Agreement Accepting the Assignment of the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection from Recologr Los Angeles to Araco Enterprises LLC. RecommendationA. Find that approval of the proposed assignment agreement is exempt under the Califomia Environmental Quality Act C'CEQA"), because such approval is an administrative activity that will not result in direct or indirect physical changes in the environment and is therefore not a "project" as defined by CEQA Guidelines section 15378; and B. Approve the agreement, in substantially the same form as submitted herewith, accepting the reassignment of the Non-Exclusive Franchise A$eement for Commercial Solid Waste Collection held by Recology Los Angeles, and assigning the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection to Araco Enterprises LLC. Backsround Effective January l, 2015, Crown Disposal Company, Inc. ("Crown") entered into a Non- Exclusive Franchise Agreement for Commercial Solid Waste Collection with the City of Vemon, as approved through Ordinance No. 1226. Shortly thereafter by minute order on February 3, 2015, the Vemon City Council approved assignment of the Franchise Agreement from Crown to Recology Los Angeles ("Recology"); the City's acceptance of the assignment was memorialized in an agreement dated February 20,2015. Subsequently on August 11,2017, Recology entered into an Assignment and Assumption Agreement with Araco Enterprises LLC ("Araco") by which Recology agreed to assigr and Araco agreed to assume the Franchise Agreement. Proof of the agreement was subsequently received by the Vemon HECD on September 25,2017. Section 15.1 of the existing Franchise Agreement allows the City to consider the assignment. The City Council has unfettered discretion to approve or deny such an assignment. Although Araco is a new company that has not previously held a Franchise Agreement with the City, the same family that has owned Athens Services for over 60 years will own Araco. Athens Page 1 of 2 Services currently holds a Franchise Agreement with the City of Vemon and has been in good standing. For these reasons, the Vemon Health & Environmenta.l Control Departnent b€lieves Araco will have the same or better capability than Recology to firlfill the Franchise Agreement. The City Attorney's Office reviewed and approved the proposed agreement as to form. Fiscal Imoact None. Attachment(s) I . Agreement Accepting the Assignment of the Non-Exclusive Franchise Agreement 2. "Information For Araco Enterprises, LLC" letter3. Assignment and Assumption Agteement Page 2 of 2 RECETVED r.E 03 297 HEALTHDEPARM'EiI? Arakelian Enterprises, lnc. (d/bla Athens Services) and its designated afiliate Araco Ent€rprises, LLC have entered into a definitive purchase agreement with RecoloE/ Los Anteles. The solid waste collection business that we are acquiring from Recologl l,i{ will be operated through a new company, Araco Enterprises, LLC, which will take assignment of the Agreemenu The members of the Arakelian hmily, the same Family that has owned Athens Services (Athens) for over 60 years, will own Araco. Althou8h Araco will have its own sand-alone operations and related assets, Athens will suppon all ofAraco's obligations under the AtreemenL Athens is a hmily owned business that has been engapd in the residential, commercial and rerycling business for over sixty-yearr. we are currendy the largest independeot waste and recycling company in the County of Los Angeles. Our intimate loowledge ofthe industry and the market panicipanB in Southern California makes us uniquely situated to assume the business from RecoloBl an4 in our opinion, operate that business with the very best skitl and efficiency. We have a long hrstory of serving communides across Los Anteles and adioining Counties. We occupy a specid niche because Athens has grown to tbe largest waste collection company in LA County, yet we retain authentic vdues at the core ofa family-owned company. Since Athens was founded by lackArakelian in 1957 in the City of lndustry. the Arakelian family continues to oversee the companys op€rations via the Board of Directors. we hire locally, treat employees well and engage with the community. We offer confidence by providing a scale ofservice to handle toda),/s urban waste sreams responsibly. Athens is the largest hauler and processor for recyclables of municipal solid waste in LIL County. We provide collection services exclusively in 23 municipalities and collection zones rross the county, as well as strect sweeping in 26 cities Our facilities are state of the art and multilayered including two materials recovery hcilities (MRFs) and a bod- processing center in the retion, with more under development We are proud ofour efrorts to protect people and the planeL For example, we ofier a saftty record second to none because we prioritize protection for workers and communities we s€rve. We take meticulous care to understand local conditions and adapt equipment and practices accordingly to ensure superior safety. Equally imporBnt, we s,lrive to proted the planet as good strwards. We are at the yanguard of the regrons efrort to achieve zero-waste disposal by 2050 and our conserwation ethic includes a clean-vehicle fleeL solar energl and waste.reduction practices in companywide operations. We also share our environmental etlic benefitng locd communities witJr hee compost and other value-added programs Athens has a proven track record in safety, customer service, clean technologl and commitrnent to Cdifornia's environmental goals. Combined with decades ofexperience in tJle busine*s and our multiplicity of materials handling hcili6es, we are confident in our outstanding recycling and solid waste collection services. We orrrently provide sewice to about 230,000 customers, and have the following branches and infrastructu re in place: Headquaners - City oflndusty office Operadng Yards - 7 (Los Aqeles, Torrance, RiveBide, City of lndustry, San Fernando, Montebello, and lrwindale). INFORMATION FOR ARACO ENTERPRISES. TtC Material Recovery Facility (MRF) - 2 active [1 in City of lndustry, I in Sun Valley) - with 1 scheduled to be built in lrwindale). American OEanics Facility - 1 fvictoMlle). San Bernardino County (SBCLS) bndfill System - Athens Services operates and manages the SBCLS with 11 landfills & transfer stations RECETVED sEP 2 5 20? o.F^ffikr This ASSICNMENT AND ASSUMffiON AGREEMENT datcd as of Augus ll, 2017 (this "Acr€cment). is entcrcd into by and bct*cen Araco Entqpriscs LLC. a Delaware limited liability comp.ny (-!1tshssq") and Recolog los Angeler a Califomia corporstion eselcr-). RECTTALS WHEREAS. pun ant to afl Assct Purclusc Agrccmcnt (thc -BIghSC-A@Ol). datcd as of 12.2017. by and among Purchescr. Crown Recycling Scrviccs. LLC. Arakelian Enterpriscs. lnc. (doing busincss as Athcns Scrtices), Sellet. Recolop Leasing lm. an4 solcly as comanplated by Section 9.17 of dre Asscr PurEhrsc Agr€cm€nl Recologr lnc.. as amcndcd by an Am€rdmcnt and Salc Agrement &tcd May 22.2017, Scllcr hrs ryrcGd to sell. mnvcy-, transfer. assign and dcliver to Purchascr, and Purchaser hs sgrcd !o acquire from Scllcr. all rigltt titlc end intcr€st of Selhr in and o th€ Asstts Ls sct fonh on S&!dg!LL attrh€d hercloi frce and char of any Encumbrancc. othcr than Pcrmittcd Encumbranccs. WHEREAS, ponsurnt to the Purchrsc AgreerncnL Purchascr has agrcd to assune. sstisry. and discha4e whcn due thc Assunred Liabilitics 8s scr fodh on SM!d!-.il enechcd heraot rrd NOW. THEREFORE. in consi&'ratinn of the prtmiscs urd otlrer 8d ard vcluable considcrstion, drc rcccipt ard suffrcicrry of which art hacty ackmwlodgcd Prnduser and Scller agree as follows: Scctim l. Ihfinitirlc. Except as qhcrwisc dcfined herein. all capitalizcd tcrms used in this Ag€€rncnt shall have thc meanings ascribcd to thcm in thc Purcher AgrccrncflL Scctkn 2. A!.itorcll of Alcrr. Effcctivc as of the Fiml Closing Darc, Scller hercby sclls. conveys. Eansfers, assigns and &livcrs to Purchaser. all of is right. title rnd iilcrcsl in and to thc Asscls as set fonh on Schcdulc I 8thched hqrto and Puthascr hcreby acquircs and acceps from Scller. frce and clcar of any Encumbrancc. othcr than Pcrmittcd Emumbranccs. all of Scllcr's right title and inares in rnd m such Asscts as sct forth on Sehgblk-l rnehcd herclo. lt is expressly rgrced $d Seller strall rctriru end Purchaser shall not rquirc. thc Ertclrdcd Ass€ts Erd nothing contained hcrein shall constitutc. or shall othcrwisc bc dcfiid o congitrc. any salc, convcyancc. transfcr. assignnrnt or &livcr1. or eny agrecmcnt to scll. convcy, transfcr, assign or deliver, any riglit tille or intqest in or to any Excludcd Ass€rs. Notwihstetdhg dre foregoing. thc assigmrlcm hcrEundcr of any Assumod Conracs thal prohibits essignmcnt by its telms or thar is not assigmble without the prior wriuen cmscnl of dlc odtcr pofty shall not bc effcctivc unless and until conscnt ofsuch othcr porty shell have becn ohainod. sf-3t lll58 Section 3. Arcumption of Asruned Lirbilitic3. Effective as of the Final Closing Date, Purchss€r lrcttby assumes and agrccs to satist and discharge when due to assume, satisry and discharge when drrc tlre As.sumed Liabilities set fonh on Schedule 2 anach€d herelo. It is expnessly agrccd that Selhr shall rehin and be rcsponsible for satis$ing and discharging when due, and Purchaser shall nor assume or have any liabilities for. the Retained Liabilities and nothing conained herein shall constitute. or shall uhenvise be deerned to constifitte, 8ny assumFion of any Retained Liabilities. Section,l. Furthcr AclioEs. Sellcr hereby covensnts and agrces ro wanant and defend the sale. transfer. assignmen! conveyanpe. granr and delivery of the Assets hereby made againsr all pemons whomsoever. to take all steps reasonably necessery to estsblish the record ofPurchaser's title to thc Asses and. at thc r€qucst of Purchaser. to execute and deliver funher instrumens of transfer and assignment and takc sr.rch other aclion as Purchaser may reasonebly rcquest to more effectivell' transfer and assign to and vest in Purchaser each of the Assets. sll at the sole cost and expcnsc of Purchaser. Scction 5. No Third Prrty Bclcfthric* Nothing containcd in this Agrecrrnt is intended by the perties to expand thc righs and renrdies of any third parg (which. for the avoidance of doutrt" do€s not includc Purchascr) agains an) paft,' hcrao as compered to the rights and rcmedies which such third peny would heve had againsr srch perr,v had the porties herrto not consummared this Atrccnrnt. Scctbo 6. Subject to Purchrse Agrtcmcnt Nothing herein conlrined shall itself change, amerd, extend or alter (nor shall it be deemed or construd as changing, amending. extcnding or altering) thc tcrms or conditions of the Purchesc Ageemcnt in an1' manner whatso€ver. Thc terms of the Purchasc Agrecmcnl including but not limired to Sellcr's rcprEsenretions. weranties, covenants. agrcenrents and indemnities rclsting !o the Asses. are inmrporated herein by this reference. This Agrecmcnt docs not crcale or cstablish liabilities or obliguions not otherwisc crceted or existing under or pumuant to the Purchas€ Ag€emcnt. ln the event of any conflict or other differcncc betwecn the Purchase Agre€rncnt and this Agrecmcnt the provisions of the Purchase Ag€ernent shall conuol. Sectbl 7. Govcming Lrr. This Agr€emcnr shall be govemcd by thc laws of the Sutc of Califomia (rcgardless of the laws that might otherrvise govem undcr applicable Califomia principles of conflicts of law) as to all mattes. including maners of validity. construction. eff6t, performance and remedies. Scctbn t. Ascitnment This Agrrement and all of thc provisions hrcof shall be binding upon and inurc !o the benefit of thc panies hcreto and their rcspcctivc sr.rcccssors and permined assigns. Neithcr this Agrcemcnt nor any of their rights. interests or obligations hceunder shall be assigned by either pany without thc prior wriuen consent ofthe other party. Sectbr 9. Arnendncli end Modificrlion. Excep as provided otherwise in this Ageement this Agreement may be amended. modified or supplcmentcd only by wriuen agreement ofeach of the panies hercto. sf-i811258 Soction 10. Weiver of Coupllrrcr; Conrctts. Any failure of Purchascr. on the one hand, or Seller. on drc other hand. to comply with any obligation. oovenanl agrGetncnt or condition hercin may be waived by Seller or Purchaser, r€speclively, only by a wrincn instrumett signed by ttr€ party granting such *aiver. but snch waiver or failurc to insis upon srict compliance with such obliguion, coverant, agr€qn€nt or condition shall not operate as a waivcr of. or esoppel with respeo to. any su@uent or oth€r failurt. Whencver this Agreement requircs or pcrmis conscnt by or on behalf of any parq herao. such consenl shall be given in writing in a manner consisrcnt with the requiremens for a waiver of compliance as set fonh in $is Section. Scction ll. Hcndings, The headings conuined in this Agr€ement 8re solely for thc purpos€ of r€fcr€nce. arc not pan of the agrccment of the parrics and shall not in any way affect rhe mcaning or intcrprctation ofthis Agrccmcnt. Scctbn 12. Sercnbility. Whenever possible. each provision of this Agrccment shall be interpretcd in such manner as to be effective and valid under applicablc Law. lf any provision of this Ageenrcnt shall be invalid. illegal or unenforccable in any respect under uty applicable Law, the validity, legality and enforceability of the rcmaining provisions hcrcof shall mt bc affected or impaired thercby. Scctbn 13. CoulterT.rE. This Agreement may be executcd in two or mort counterports. each of which shall be deemcd an original, but all of *fiich togethcr shall constinm orc and the same insnurnerlt. This Agreement may be executed b-v.. facsimile or electronic (.ff) signature and a facsimile or electronic (.pdf) sigmture shall constiturc an origiml for all prposcs. [Renoinder of Poge lnenionallr kfi Blank] sf-381 225 t IN WITNESSI WHEREOF, cll of thc p.fti6 tns c.uscd this Assignrrnt rd AtsumDtkn Agr.flrcrt o bc crccrlcd oo its bdrrtf by itr offiocrs lrcrtrlno &ly erdorizc4 all as of dte 6ls rbovc srittEn. R.ECOIOGY I.OS ANGELES Name: Michsll J.Titlc: hcsidcnt & Chicf Exccutive Ofticcr ARACO ENTERPRISES LLC By: Namc Titlc (SiAtart Pgt. ,o,ltrig*tt od lttrBtiu At acxd - Artol IN WITNESS WHEREOF, crch of tlrc pticr hu crrsd 6il Asdgntra od en4ion Agrt r'l.rp o bo cxccucd o its bdrrlf by itr oficcrr h.rtlrao duty uthoizc{ dl rs of ,|.r. nrn rborc wrinaa" RECOLOGY II}S ANGELES By: ARACO ETTTERTRISES LLC,r,fu Nrm: RooddAnlcligt JIL Truscc of 6. RJA III 2Ol7 lEevoc.ble Trusfift; [tmTing lt{cEbcr Nm: Titlc: (lligrid*t Pqd' ro A,'E !,at otd Asnry,/in Agrtaat - /,rG) AGREEMENT ACCEPTING THE ASSIGNMENT OF THE NON.EXCLUSIVE FRANCIIISE AGREEMENT FOR COMMERCIAL SOLID WASTE COLLECTION BETWEEN RECOLOGY LOS AI\GELES AND TI{E CITY OF YERNON, FROM RECOLOGY LOS ANGELES TO ARACO ENTERPRISES LLC This Agreement Accepting Assignment of Non-Exclusive Franchise Agreement for Commercial Solid Wa*e (the "Agreement") is made as of October 26,2017,by and between the City of Vemon, a Califomia charter city and municipal corporation (the "City"), Recology Los Angeles, a Califomia corporation ("Recology"), and Araco Enterprises LLC, a Delaware limited liability company ("Araco"). RECITALS WHEREAS, effective January 1,2015, Crown Disposal Company, Inc. ("Crown") entered into that certain Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection with the City, as approved through Ordinance No. 1226 (the "Franchise Agreement"); and WHEREAS, by minute order on February 3, 20l5,the City Council approved assignment of the Franchise Agreement from Crown to Recology, and the City's acceptance ofsuch assignment was memorialized in an agreement dated as of February 20, 2015; and WHEREAS, as of August 11,2017, subsequent to entering into an Asset Purchase Agreement with Araco (as buyer) by which Recology sold substantially all of its assets to Araco (the "Transaction"), Recology entered into an Assignment and Assumption Agreement with Araco, by which Recology agreed to assign and Araco agreed to assume, among other things, the Franchise Agreement; and WHEREAS, under the terms of the Franchise Agreement, Recology may not assigrr the Franchise Agreement to Araco without the prior approval of the City Council, which has unfettered discretion to approve or deny such an assignment. NOW, THEREFORE, the parties to this Agreement agree as follows: l. This Agreement accepting the assignment of the Franchise Agreement from Recology to Araco is effective as ofthe closing ofthe Transaction. Araco will provide at least two business days' prior written notice to the City of the closing date ofthe Transaction or as soon as practicable after the closing date. 2. Except as expressly modified by this Agreement for assignment, all provisions of the Franchise Agreement shall rernain in full force and effect, and Araco agrees to be bound by all terms and conditions of the Franchise Agreement. 3. The person or persons executing this Agreement on behalf of each ofthe parties herein warrants and represents that he or she has the authority to execute this Agteement on behalf of that party and has the authority to bind that party to the performance of its obligations herermder. ISTGNATURES FOLLOW ON NEXT PAGEI I IN WITNESS WHEREOF, the parties have sigred this Agreement as of the date stated in the introductory clause. CITY OF VERNON a Califomia charter city Recology Los Angeles, a Califomia and municipal corporation corporation Carlos Fandino, City Administrator By: ATTEST: Name: Title: By: Name: Title:Maria Ayal4 City Clerk APPROVED AS TO FORM: Araco Enterprises LLC, a Delaware limited liability company Brian Byun, Senior Deputy City Attomey By: Name: Title: By: Name: Title: REEEI 0c1 03 RECIEIVED ocT02m? CITY ADMINISTRATI(II'I CWCLERKSI|IIICE * to-z-,1POLICE DEPARTMENT Anthony Miranda, Chief of Police 4305 Santa Fe Avenue, Vemory Califomia 90058 Telephone (323) 587-5171 Fax (323) 8261481 October 2,2017 Honorable City Council City of Vernon Vernon, California Honorable Members: Attached are copies of the Vemon Police Department Activity Log and Statistical Summary of Arrest and Activities which cover the period from 12:01 a.m., September 16,2Ol7 up to and including midnight of September 30,2017 - Respectfu lly submitted, ANTHOIYYMIRANDA CHIEF OF POLICE AIWee VERNON POLICE DEPARTMENT lE4c tusiv e $ I ntastriat VERNON POLIC E DEPARTMENT D ep artment Activity Report Jurisdiction: vERNoN First Dae: o9t't6t2oi7 Lasl Date: o9t3ot2o't7 Department Complaint Type Descriplion All Units Primary Unit !?D 106 10-96H 1G96M 20001R 20002R 242 242R 245R 415 417 459 4594 459R 459S 45gVR 476R 4& 484R 487R 503R 586 594 594R 602 502R u7F 901 9017 902T 902TR 9058 909C 909E 9097 911 91 1A 911NR 917A 92OPR 925 A2,11R A459V A484R AE109 AR LOG ASTVFO BOSIG BOVEH oFFlcER rs 106 c7.961 ,962.1o-',r 0. WASH. EQUTPi PICK UP THE JAIL PAPER WORK FROM HP JA]L 1G96 MARY (MAIL DETAIL) INJURY HIT AND RUN REPORT NON.INJURY HIT AND RUN REPORT BATTERY BATTERY REPORT ASSAULT wlTH A OEADLY WEAPON REPORT DISTURBING THE PEACE BRANDISHING A WEAPON BURGLARY AUOIBLE BURGTARY ALARM BURGLIRY REPORT SILENT BURGLARY ALARM BURGLARY TO A VEHICLE REPORT FRAUD REPORT PETIY THEFT PETTY THEFT REPORT GRANO THEFT REPORT EMBEZZLEMETIT REPORT PARKING PROBLEM VANDALISM VANDALISM REPORT TRESPASS TRESPASS REPORT DRUNK IN PUBLIC UNKNOWN INJURY TRAFFIC COLLISION INJURY TRAFFIC COLLISION NON]NJURY TRAFFIC COLLISION NON-INJURY TRAFFIC COLIISION REPORT ANIMAI BITE TRAFFIC CONTROL TRAFFIC ENFORCEMENT TMFFIC HAZARD 911 MISUSE / HANGUP CONTACT THE REPORTING PARTY 911 CALL NO RESPONSE REOUIREO ABANDONED VEHICLE LOST PROPERTY REPORT SUSPICIOUS CIRCUMSTANCES ATTEMPT ROBBERY REPORT ATTEMPT AUTO BURGLARY ATTEMPT PETTY THEFT REPORT PROBATION / PAROLE COMPLIANCE CHECKS UPDATE THE AR LOG ASSIST VERNON FIRE DEPARTMENT BROKEN SIGMI- OR LIGHT BROKEN DOWN VEHICLE 112 1 5 7 13 11 3 4 32 8 19 79 10 1 b 2 2 14 1 29 8 7 19 1 1 2 14 26 J 2 2 J o 4 I 2 14 I 52 1 2 1 J I 13 4 14 t02 I 5 2 7 2 I ll 2 4 45 6 I 5 I Ill 5 I 24 2 4 8 7 IE 2 I I 1 5 3 7 I 9 1 22 I I I I I 9 3 9 10n2/2017 09:27:46 Page of VERNON POLICE DEPARTMEI{T Department Activity Report Jurisdiction: vERNoN Fitsl Dole: ogt16t2o17 Last Dale: o9t3ol2o't7 Deparlmenl ConElainl Type Description All Units Primtry Unir VPD CITCK CITATION CHECK CITY ALARMS CITY HALL ALARMS. FIMNCE. CITY CLERK. HEAT COP COP DETAIL DEMOSTM DEMONSTRATION DET DETECTIVE IT,IVESTIGANON 3 'l 7 10 20 7 1 56 1 15 E 2 4 3 8 15 102 26 J J 6 1 4 b 7 2 2 124 1 87 4 t 23 J I 5 ) 9 5 I 55 I l0 4 4 2 4 1 3 9 E3 14 2 3 2 I 2 6 4 1 Illl I 78 3 4 1l DPTAST DUI FILING FOUND FU GTAR HBC DEPARTMENTAL ASSIST DRIVING UNDER THE INFLUENCE OFFICER IS 10-6 REPORT WRITING FOUND PROPERTY REPORT FOLLOW UP GRAND THEFT AUTO REPORT I.I,AILED BY A CITIZEN ILLDPG RPT ILLEGAL DUMPING REPORT LOCATE LOCATED VERNON STOLEN VEHICLE PLATE LOST OR STOLEN PLATES REPORT MISPLOCATE LOCATEO MISSING PERSON REPORT PANIC ALARM PANIC ATARIWDURESS ATARM PAPD PUBLIC ASSIST-POLICE PATCK PATROL CHECK PEDCK PEDESTRIAN CHECK PRSTRAN PRISONERTRANSPORTED REC RECOVERED STOLEN VEHICLE RECDALARM TEST THE RECORDS ALARM RECKLESS DF RECKLESS DRIVING (23103) REPO REPOSSESSION RR RAIL ROAD PROBLEM SHOTS SHOTS SPEEDTMILE TO BE USED WHEN THE TMILERS ARE DEPLOYI TRAFFIC STOI TRAFFIC STOP UNATTACHED UNATTACHEDTRAILER VCK VEHICLE CHECK VEH RELEASE VEHICLE RELEASE WARMNT WARMNT ARREST WELCK WELFARE CHECK Deparlment:t9 808 Overall:1149 809 10/0?2017 09:27:16 Page of ITRNON POLICE DEPARTMENT Period Ending: 09130117 TRAFFIC COLLISIONS TOTAL NON.INJURY INJURY Pedestrian Fatalities City Property Damage Hit & Run (Misderneanor) Hit & Run (Felony) Persons Injured VEEICLES STORED Unlicensed Driver Abandoned/Stored Vehicle Traffic Hazard CITATIONS Citafions Iss (Prisoner Release) Citations Iss (Moving) Citations Iss @arking) Citations Iss (Total) Hazardous Non-Hazardous Other Violations CASES CLEARED BYARREST Police Activity Report NO. 19 l3 6 11377 HS 602(O) PC l 1364 HS 459.5 PC 11377 HS 166 PC 459 PC 11364 HS 503 PC 459 PC 2 6 I 6 20 79 7t 150 55 24 PROPERTY RECOVERED VEHICLES: S53,700.00 PROPERTRECOVERED FOR OTHER DEPARTMENTS VEHICLES: 527.000.00 ARlT-406 ARlT-409 ARl7-410 ARl7-4l l ARl7-415 ARl7417 ARlT-418 AR17-421 ARt1422 AP.t7425 cR17-1650 cRl T-1661 cR17-1668 cR17-1670 cR17-1685 cRl7-1701 cRt T- 1706 cRl T- 1716 cRlT-1705 cP.tT-1729 5 5 VERNON POUCE DEPARTMENT REPORT FOR PERSONS ARRESTED PERIOD ENDING 09/30/2017 TOTAL FELONY ARRESTS (ADULT) TO DATE: TOTAL MISDEMEANOR ARRESTS (ADULT) TO DATE: TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR) TO DATE: TOTAL ARRESTS AND DETAINED ]UVENILES (FELONY AND MISDEMEANOR) TO DATE: ADULT FELONY ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL ASSAULT ON A PEACE OFFICER BURGLARY 4 4 CHILD NEGLECT GROSS VEHICLE MANSLAUGHTER HIT & RUN WARRANT (VERNON CASE) WARRANT (OUEIDE AGENCY)1 1 TOTAL FELONY ARRESTS 5 0 5 ADULT MISDEMEANOR ARRESTS AND DISPOSTTIONS MALE FEMALE TOTAL SHOPUFTING 2 2 DRIVING UNDER THE INFLUENCE 1 1 COURT ORDER VIOLATION 1 1 POSSESS CONTROLLED SUBSIANCE 2 2 POSSESS CONTROLLED PAMPHERNAUA 3 3 EMBEZZLEMENT 1 1 TRESPASSING 1 1 WARRANT (VERNON CTSE)4 1 5 WARMNT (OUTSIDE AGENCY) TOTAL MISD. ARRESTS 15 1 16 JUVEITILES DETAINED --- FELONY AND MISDEMEANOR MALE FEMALE TOTAL BURGLARY RECEIVING STOLEN PROPERTY ROBBERY VEHICLE THEFT WARRANTS (BENCH) TOTAL JUVENILES DET.0 o o 331 ot N b F. 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E U. s\)os '= ti S ISc)a\l \ Bq\) ;\F{ b \q)s F\' \S$q s { -rr\) F\z FTI\F!\ n( N Erla FI\) { q ko R'F( s olc 6 s E oc2Gic @NOq!s!J01(\rooArotslPtsel.r I ctdP L;9\io soe6 E6 s :F.TE o6 tsi5ZF- o6 o(\r(o o6r = ,i +:: = :t9I O '\- (\r - o.o: .o.o () : NNE sss S :i!t !tqo a6a= 6;l'- O, N lt !loo- (', (nd:6 oi Gif,t] I fl q!at (\t 6t tll z? E:ltl?,',=? fr*z ol5U> 3 "Eo ozi E; o_2 =o<z(J TIJ oo0- o. trt!Ezz IJJ FiH I6 =FYr<EnAFEiEoo=o2<OUJO ooo0-o-(! z zrrE(\] tIJx> 5:oOoz(oEoua>Ll! =rx>E< =H6TNZ=<(/,>u, I E ETI E E I ,!2 n Fo- ,oG 6lo\c1.. s Ra Fo-oE Nc F { \c;st 9\ !s'is 9!qg -*.r .i * a * t t\ ts NN aa .\! zozE IJJ 6sIos S sq S { lrq a)s;\F{ 5 \ \ a)s Fr LS$F( s { -qSl) E\zlN\F!\ n< N KIat {o&zokq s o U \ ! rr q o s RECElVED lcr t2 2017 CITY CLERKS OFFICE R,EOEBVED ()cT r 2 20fl STAFFREPORT rlriYADrvlrNrs.iR VERNON POLICE DEPARTMENT DATE: TO: FROM: RE: October 17,2017 Honorable Mayor and City Council, Anthony Miranda, Police Chie{ Donation of 2005 Chevy Tahoe to the City of San Fernando Police Department Reserve Olficer Program Recommeudation A. Find that approval ofthe proposed donation is exernpt from Califomia Environmental Quality Act ("CEQA") review, because it is a government 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; and B. Authorize the donation ofa surplus 2005 Chevy Tahoe Patrol Vehicle, to be conveyed to the City of San Fernando Police Departrnent Resewe Officer Program; and C. Enter into a donation and release agreernent, in substantially the same form as submitted herewith, with the City of San Femando Police Department, to use and retain as needed by the Reserve Police Officer Program; and D. Authorize the Chief of Police to execute the Deed of Gift and Donation Agreernent and Release on behalfofthe City ofVernon. Backqround On September 6,2017, Vernon Police Department was contacted by San Fernando Police Chief Anthony Vairo who expressed interest in utilizing surplus vehicle(s) for refurbishing purposes for his departments reserve officer program. San Femando PD is experiencing a shortage of patrol vehicles and has limited funding to purchase new patrol vehicles. The Vemon Police Departrnent conducted an assessment of the patrol vehicle fleet and identified patrol unit #P93, vIN # 1GNEC 13275R256868, a 2005 Chevy Tahoe, for surplus. The patrol vehicle has been in use for patrol purposes for I I years and has surpassed 173,000 in mileage. Although the patrol vehicle has accumulated wear and tear over the yefis given the 2417 use, it is suitable for refurbishing purposes. Vernon Police Department has consulted with the City's Lead Mechanic and it was agreed that investing more money to keep this unit running would not be in the City of Vemon's best interest at this time. The proposed donation of the surplus vehicle to the City of San Fernando Police Departrnent Reserve Officer Program will serve a municipal purpose and will provide the necessary resource to enhance the program given the limited funding for patrol vehicles. Once the pahol vehicle is refurbished, it will be utilized by reserve police officers assigned to patrol duties. The City Attomey's Office has reviewed and approved the Deed of Gift and Donation Agreernent and Release. Fiscal Imoact There is no fiscal impact associated with the proposed donation. Attachment(s) 1 . Deed of Gift and Donation Agreernent and Release between the City of Vemon and the City of San Femando 4305 Santa Fe Avenue, VemorL Califomia 90058 Telephone (323) 583-881 1 Deed of Gift to City of San Fernando Police Department The City of Vernon (hereafter, "Donot'') hereby donates and conveys the physical property described below to the San Femando Police Department, subject to the Donation Agreanent and Release ("Agreernent") attached hereto and incorporated herein by reference, to use, retain or dispose of pursuant to the terms and conditions set forth in the Agreement. 1. Donor Information: Agency Name: City of Vernon, Police Departrnent Agency Address: 4305 Santa Fe Avenue Vernon, CA. 90058 Agency Contact: Anthony Mirand4 Chief of Police Telephone Number: (323) 583-8811 ext. I 14 2. Description of Property: 2005 Chewolet Tahoe, Black & White 4 door Vin#: IGNEC13Z75R256868 CIIY OF VERNON A utho rize d Do no r Rep re s e ntat ive Anthony Miranda, Chief of Police San Fernando Police Department Date Anthony Vairo, Chief of Police nactusivety tnfistriat Date tg€ Donation Agreement and Release This Donation Agreernent and Release (''Agreernent"), conveying 2005, Chewolet, Tahoe, black & white,4 door, Vin#: I GNEC I 3275R256868 (the "Property''), is entered into between the City of Vemon's Police Deparunent ("Donor") and the San Fernando Police Department ("Donee" and together with Donor, the "Parties") with reference to the following: Recitals The San Fernando Police Department has expressed an interest in utilizing surplus vehicle(s) for refurbishing purposes for the Department's resewe officer program. San Fernando PD is experiencing a shortage of patrol vehicles and has limited funding to purchase new patrol vehicles. The proposed donation of the surplus vehicle to the City ofSan Fernando Police Department Reserve Officer Program will serve as a municipal purpose and will provide the necessary resource to enhance the program given the limited funding for patrol vehicles. Once the patrol vehicle is refurbished, it will be utilized by reserve police officers assigred to patrol duties. Agreement 1. Donor shall convey the Property to Donee as soon as practicable upon approval ofthis Agreernent by the City Council of the City of Vernon (the "City Council") andl upon fulI execution of the Agreement. 2. Conveyance ofthe Property shall be deerned to have occurred when Donee takes delivery thereof. Donor does not warrant the Property to be fit for any particular purpose, and Donee accepts the Property "as is." Donee may inspect the Property at a time and place agreed upon by the Parties prior to detivery. Upon delivery of the Property, Donor shall not be liable or in any other way responsible for any defects or for fai lure of the Property to perform its intended purpose. Nor shall Donor be liable or in any other way responsible for any loss, damage, or injury to third parties arising from or caused by defects in the Property or in any part thereof. Donee shall defend, indemnifu and hold harmless Donor, its officers, directors, elected officials, agents, ernployees and attomeys from and against all claims, suits and damages asserted by Donec and/or any third party arising out ofor in any way related to the ownership, conveyance or use of the Property. Donee represents that the Property will only be used for the purpose(s) described in the Recital(s) above, unless otherwise agreed to in writing by the Parties. 3. 4. 5. 6. 7. City of Vexnon, 4305 Sants Fe Aomue, Vernon, Califonia 9(N58 - Telephoru (323) 583-8877 Page 3 8. This Agreernent shall be int€rpreted in accordance with the laws of the State of Califomia without regard to its conflict of laws rules. 9. By its signature below, Donee represents that it is a legal entity authorized to make and enter into contracts and that the sigratory is authorized to bind Donee under this Agreernent. In witness whereof, the Parties hereto have executed the Agreernent on the dates indicated below. Ciry of By: Attest: Vemon Police Department Anthony Miranda" Chief of Police Date By: Maria E. Ayala" City Clerk Approved as to form: Zaynah Mouss4 Sanior Deputy City Attomey San Fernando Police Departrnent Anthony Vairo, Chief of Police Date City of Vernon, 4305 Saflta Fe Aoeflue, Vemon, Califomia 90058 - Telephone (323) 583-8877 REGEIVED sEP 2 8 2017 CITY CLERKS OFFICE STAFF REPORT PUBLIC WORKS DEPARTMENT DATE: TO: FROM: R.E,: October 3,2017 Honorable Mayor and City Council Daniel Wall, Director of Public Works Orprrt^"oQ,J Originator: Kevin Wilson, Interim Public Works Director An Ordinance of the City Council Proposing Minor Amendments to Chapters 24 anil26 of the Vernon Municipal Code Recommendation Find that approval of the proposed Ordinance is exempt from Califomia Environmental Quality Act (CEQA) as it is not considered a "project" under CEQA which is defined as an action directly undertaken by a public agency which has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, Cal. Pub. Res. Code Section 21065. Under the proposed ordinance, no such activity is being undertaken. Even ifthe ordinance were to be considered a .!roject,' under cEQA Guidelines Section 15061(b)(3) which provides that CEQA applies only to projects which have the potential for causing a sigrrificant effect on the enviionment. where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to GEQA. Here, the ordinance involves the adoption of amendments to revise state- mandated construction codes merely to improve the safety of buildings and will not have any effect on the environment; and Open a Public Hearing and receive any comments from the public regarding the proposed amendments, and thereafter close the Public Hearing; and Approve the first reading, and adopt at a subsequent meeting, an Ordinance amending Ciapter 24 of the Vemon Municipal Code regarding the 2016 Green Building Standards Code and Chapter 26 regarding Incidental Uses. Backsround The State of California Building Standards Commission has contacted City staff regarding City Ordinance No. 1237, approved by City Council on December 6,2016, which adopted amendments to the 2016 Califomia Building Code. All amendments are required to be submitted to the Building B. C. Page I of3 Standards Commission for acceptance and frling. The State has questioned the City's adoption of the 2016 Green Building Standards Code and has refused to file the City's amendments until such time as the City correctly adopts this Code. [n accordance with State law, a City with the exception of administrative provisions is only permitted to amend a State Building Standard based on climatic, topographical or geological conditions. In this instance, the City adopted several amendments to the 2016 Califomia Green Building Standards Code based on administrative reasons. The State is not accepting this rationale. The State has advised that the City should either rescind the amendments or amend the adopted ordinance to reflect that the amendments are necessary due to climatic, topographical or geological conditions within the City. City staffhas reviewed the amendments that the City made to the Green Building Standards Code. Other than the modifications to the fee schedule, staff has determined that all other amendments are not necessary. These amendments included the addition ofone definition, minor glammatical changes to clarifu code language and modifications to voluntary requirements which the City is not enforcing. The subject amendments were recommended by the Intemational Code Council, Los Angeles Basin Chapters, Green and Sustainability Committee as part of the Los Angeles Region Uniform Code Program. The City adopted these amendments in an effort to have a uniform code throughout the Los Angeles region. It is therefore recommended that the City adopt an ordinance deleting City Code Sections 24.107 (b)-(p), only maintaining Section 24.107(a) which adopts the City's fee schedule versus the fee schedule specified in the Green Standards Code. The proposed amendment is shown in Exhibit Zoning Code The City adopted its current Zoning Ordinance on January 16, 2008 establishing Chapter 26 of the Vemon Municipal Code. Since that time other minor amendments have been made to the City's Zoning regulations. In order to streamline the City's development review process City staff is recommending that an additional change be made to the Zoning Ordinance conceming Incidental Uses. The term Incidental Uses is defined to mean, a use that is in connection with a Person's Permitted Use, such as offrce, design are4 or showroom space, that occupies more than twenty Percent (20%), but less than fifty percent (50%) ofthe gross Floor Area. Incidental Use does not include a Retail Use, but may include mail order or intemet sales in connection with a Permitted Use. Currently an Incidental Use requires a Minor Conditional Use Permit. The purpose ofa Conditional Use Permit C'CUP) is to allow the proper integration ofuses into the community which may be suitable in specific Iocations or designed and constructed in a particular ma ler or under certain conditions. Typically, uses in the City of Vemon that are subject to a CUP could cause a nuisance to a neighboring prope(y or the community as a whole, unless conditions are placed on tle use to protect neighboring properties. In this instance, the only nuisance that could be caused by an Incidental Use is an increase in street parking demand caused by an increase in employees or visitors. However, this could be rectified by incorporating parking and loading regulations for an Incidental Use. Currently, parking issues would be resolved through Page 2 of 3 the CUP process. The current parking and loading regulations specifically allow the parking requirements to be increased as part of the CUP process. A Conditional Use Permit takes considerable stafftime to process the application. Normally it can take tlree to six months to process a CUP. Therefore, a business proposing a small addition to an existing offrce area that causes the offrce to exceed the twenty percent threshold could take several months to approve. In order to sEeamline the process while continuing to provide protection to neighboring property owners it is recommended that the City develop a mandatory parking requirement for incidental uses and no longer require a CUP. Staff is recommending that the parking requirements for an Incidental Use be one space per 250 square feet of gross floor area utilized for an Incidental Use. This is the same ratio that is required for a Commercial Use, which includes a standalone offrce building. It is therefore recommended that the City adopt an ordinance amending Chapter 26 of the Vemon Municipal Code to no longer require a CUP for an lncidental Use and to establishing parking standards for an Incidental Use. The proposed amendments are shown in Exhibit "B". Fiscal Imoact There is no fiscal impact to the City by adopting the proposed Ordinance. Attachment l. Public Hearing Notice 2. Proposed Ordinance Page 3 of 3 City of Vernon 4305 Santa Fe Avenue Vemon, CA 9005E (323) 5t3-E8l I Vernon City Hall City Council Chamber 4305 Santa Fe Avenue Vernon, CA 9005E Tuesday, October 3, 2017 at 9:fl1 a-m. (or as soon thereafter as the matter can be heard) Consido the adopion of an Ordinance to amend the Vemon Municipal Code Chapter 24,Buildingand-Consructionregardingthe20l6GreenBuildingStandardsCodeand Chapter 26]regarding Incidentai Uses and repealing all prior ordinances and part of ordinances in conflict therewith. Notice is hereby given 0rat a hard copy ofthe proposed ordinance will be available for public review ir.ring normal business hours in dre City Clerk Departnent, located at 4305 Santa Fe Avenue, Vemon, Califomi4 between the hours of 7:00 a m' and 5:30 p.m. Monday through ThursdaY. NOTICE OF PIJBLIC IIEARING REGARDING TIIE PROPOSED ORDINAI{CE TO AMMEIYD CHAPTERS 24 AND 26 OF THE YERNON MUMCIPAL CODE The City of Vemon will conduct a Public Hearing, which you may attend' PI-ACE: DATE & TIME: PURPOSUSTJBIECT: DOCUMENTS FORREVIEW: Please send your comments or questions to: Daniel Wall, Director of Public Works CitY of Vemon 4305 Santa Fe Avenue, Vemon, CA 90058 (323) 583-EEl I Ext.305 Email: dwall@ei!ern9!84!9 PROPOSED CEQA FINDING: Hfi:JlTffi #titffi#Iff m,ffiixfr sx:ffii*" such activity is b€ing undertaken. Even ifthe ordinance were to be considered a "project" under CEQR, *t i"t is not the case, the ordinance would be covered by the tut';ffi '::fl;"::m:ili:;'ilT"x'&f,ff 'f,f ]II"l.ffiffi l" effect ongre environment. Wherc it can be seen with certainty that therc is no possibility that the activity in question may have a significant effect on the :ilil'ffi l*:l*'Jlxl::I,'J'#j:ffi,}:;Hffif 'ffiT*:il::* improve the safety of buildings and no longer require a minor conditional use permit for an Incidental Use and will not have any effect on the environment' If you challenge the adoption of an frinance to amend Chapter 24, Building and Constuction and ChaPter 26, Incidental Usi ofthe Vlmon Municipal Code and repealing all prior ordinances and part ofordinances in conflict thercwith or any provision thereof in cou4 you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written correspondence delivered to the City ofvemon at, or Prior to, the meeting. Americam with Disabilities Act (ADA): In compliance wi$ ADA if you need special assistance to participarc in fie meeting, please contact the Omc€ of ttre City Clerk at (323) 5E3-E8l I ext' 546' The hearing may be continued or adjoumed or cancelled and rescheduled to a stated time and place without further notice ofa public hearing. Dated: Maria E. Ayal4 City Clerk ORDINAIICE NO. L247 AIiI ORDINA}ICE OF TI{E CITY COI'NCTL OF THE CITY OF VERNON AMENDTNG CHAPTERS 24, BUTLDING AND CONSTRUCTION, AND 26, ZONING, OF THE VERNON MI'NICIPAI CODE, MODIFYING THE 2015 CAIIFORNIA GREEN BUILDING STAITDARDS CODE AND PERMITTING BY RIGHT INCIDENTAL USES AIiID MODIFYING THE PARKTNG AND IOADING REQUIREMENTS FOR SUCH USES IN THE INDUSTRIAL ..I,, ZONE; AND REPE,AIING ALL ORDINATiICES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH WHEREAS, Ehe City of Vernon (the "City') is a municipal corporat.ion and a chart,ered citsy of the SEate of California organized and existing under its Charter and t'he ConstituEion of the StaE.e of California,'and WHEREAS, on December 6, 2016, the City Council of t,he City of Vernon adopted Ordinance No. 1237, adoptsing the 2016 California Building Code wiEh amendment.s i and I{HEREAS, the State of California Building Stsandards Commission has advised tshe City that. it must modify its findings for t.he adoption of the 2016 California Green Building SEandards Code; and WHEREAS, on ilanuary 16, 2OO8, E.he City Council of Ehe City of Vernon adopted Ordinance No. L227, adopting amendmenE.s to the comprehensive zoning ordinance of the City of Vernon; establishing zoning districEs in the City and regrulatsing and restricting the use. size, and the location of buildings and improvements on land; the use of land and open spacei adopting a map showing said zoning districtss, defining the terms used in tshe ordinance; providing for it.s adjustment, amendment and enforcement. (t.he "Zoning Ordinance"); and WHEREAS, by memorandum daE,ed October, 3, 20L7, t.he Direct.or of Pu.blic Works has recommended t.hats the amendmentss to tshe 2OLG California Green Building Standards should be modified and that the City of vernon Zoning Ordinance be amended to (i) redefine Incj.denE.al_ Uses, (ii) a1Iow Incidental Uses in Ehe industrial ..I,, zone as a matstser of right; and (iii) establish parking requirements for fncidental Uses; and WHEREAS, a duly-not.iced public hearing has been held to consider t.he proposed ordinance changes, and public testimony has been received and considered; and WHEREAS, Chapter 4.1(f) and (h) of the Charter of the City of Vernon provides thaE an ordinance shal1 amend a code or repeal any ordinance or code previously adopted. THE CITY COT'NCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that all of Ehe foregoing recitsals are true and correct. SECTfON 2: Article XIV of ChapE.er 24 of Ehe Vernon Municipal Code is hereby amended as set forth in Exhibit A, which is aEEached hereto and incorporat.ed herein by reference. SECTTON 3:Chapter 26 of the Vernon Municipal Code is hereby amended as seE forth in Exhibit B, which is attached hereco and incorporated herein by reference. SECTION 4: Any ordinance, parE of an ordinance, or code section in conflicE wiEh this Ordinance is hereby repealed. SECTION 5: SeverabiliE.y. If any chapter, article. sectsion, subsect.ion, subdivision, paragraph, sentence, clause, phrase, or word in this Ordinance or any part thereof is for any reason held to be uncons t. i Eut ional or invalid or ineffectsive by any court of compet.ent jurisdiction, such decision shall not affect the validity or 2 effectiveness of the remaining porEions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted this Ordinance and each chapter, article, secEion, su.bsection, subdivision, paragraph, sent.ence, clause or phrase tshereof, irrespective of the fact thats any one or more chaptsers, arE.icles, sections, subsections, subdivisions, paragraphs, sentences, clauses, phrases or words be declared unconstitutional , or invalid, or ineffecEive. SECTION 6:Book of ordinances.The City Clerk, or Deputy Citsy Clerk, shall aEtesE and cert.ify to the adoption of Ehis Ordinance and shaIl cause this Ordinance and the City Clerk's, or Deputy Cit.y Clerk's, cerEification E.o be entered in the Book of Ordinances of Che Council of this CiEy. The City Clerk, or Deputy City C1erk, shall cause this ordinance Eo be published or posEed as required by law. 3 SECTION 7: Effectsive Date. This Ordinance shall go inEo effecE and be in fuII force and effect aE !2:01 a.m. on the thirty- firsE (31st) day after itss passage. APPROVED AND ADOPTED this 24th day of OcEober, 201-7. Name : Title: Ylayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy CiEy Clerk AS TO FORM: 4 STATE OF CATIFORNTA COUNTY OF LOS ANGELES , City Clerk / Deputy City CLerk of the Citsy of Vernon, do hereby cerEify lhaE t.he foregoing ordinance, being ordinance No. l-247 was duly and regularly introduced at a regular meetsing of the City Councif of the City of Vernon, held in t.he City of Vernon on Tuesday, October 1, 20l.7, and thereafEer adopEed aE an adjourned regular meeEing of said City Council held on Tuesday, october 24, 2017, by the following vote: I, AYES : NOES : ABSENT: Counci.lmembers: Counc ilmembers : Councilmembers: And thereafter was duly signed by the Mayor or Mayor Pro-Tem of t.he City of Vernon. ExecuEed tshis day of october, 2o1-'l , aE vernon, California. City Clerk / Deput,y City Clerk ( SEAL ) 5 EXHIBIT A Exhibit "A" Sec.24.107. Green Building Standards Code amendments, additions, and deletions. The 2016 Edition of the Califomia Green Building Standards Code is hereby amended as follows: (a) Section l0l . I 2 is hereby added to the 2016 Califomia Green Building Standards Code to read as follows: Section 101.12 Green building standards permit fee. Green Building Standards permit fees shall be set forth in a fee schedule adopted by resolution ofthe City Council. A reinspection fee may be assessed for each inspection or reinspection when such portion of the work lor which an inspection is called is not complete or when corrections called for are not made. Reinspection fees may be assessed when the inspection record card is not posted or otherwise available at the work site, the approved plans are not readily available to the inspector, for failure to provide access on the date and time for which the inspection is requested, or for deviating from the plans requiring the approval ofthe building official. In instances where reinspection fees have been assessed, the city may deny additional inspection ofthe work until the required fees are paid. EXHIBIT B Exhibit 6'8" Sec. 26.2.6. Definitions (H-I). Hazardous Waste Facility shall mean any facility or location which has a primary function to store or process, treat, transfer, dispose of, or recycle all substances defined as hazardous waste, acutely hazardous waste, extremely hazardous waste, or biohazardous waste as defined by the State of Califomia in Health and Safety Code Sections 25110.02,25115,25117, and I 17635 or in any amendments to or recodifications of such statutes. The definition shall not include the storage, use, generation, recycling, or disposal of hazardous materials as a secondary effect, product, or input of a Permitted Use on the same Lot as the Permitted Use. Hotel shall mean any building containing two (2) or more individua.l rooms or suites of rooms intended or desigred to be used, or which are used, rented, or hired out to be occupied for sleeping or housing purposes by guests. Hotels include motels, boarding houses, rest homes, sanitariums, dormitories, and any other structure or Building other tlan a Residence or Emergency Shelter used for the housing or sleeping ofhumans. Incidental Use shall mean a use that is in connection with a Person's Permitted Use, as fi.rther described in Section 26.4.1-2(i), "Incidental Use," such as oftice space, design area or showroom space, that occupies more than twenty percent (20%) but less than fifty percent (50%) of the gross Floor Area occupied by the Person's Permitted Use. Incidental Use shall not include a Retail Use, but may include mail-order or intemet sales in connection with a Permined Use. Industrial Gas Manufacturing shall mean the separation of the constituents of air into liquid or gaseous form for storage, transport, or cylinder filling, and the distribution and sale of those products, as well as other related welding gases. Industry or Industrial Use shall mean the manufacture or production ofany saleable article, substance, or commodity, so long as the process adds substantial value to the a(icle, substance, or commodity, and shall not include tasks primarily consisting of collecting, sorting, shipping, distributing, or inspecting goods from or in a warehouse or terminal. Industrial Use includes uses ancillary to the manufacnrring or production process, such as storage, use, generation, and disposal of hazardous materials (as defined in federal and state laws and regulafions) incidental to a manufacturing or production process; recycling incidental to a manufacturing or production process; and use of space for Ancillary Use. Sec. 26.4.1-2. Uses Permitted of Right. The following uses of Buildings and land are permitted of right in the I Zone. (a) Industrial Use. (b) Data Centers. (c) Cold Storage Warehouses. (d) Industrial Gas Manufacturing. (e) Telecommunications Antenna and Cell Towers.(f) Warehouse Use (other than Cold Storage Warehouses). (g) Wholesale Use. (h) Ancillary Use. Each occupant or user on the Property and each tenant in a multi-tenant Building shall be permitted to dedicate a portion of that Person's space to an Ancillary Use in connection with that Person's Permiued Use, if the following criteria are satisfied: (1) The Permiued Use for such Person is that Person's majority use. (2) The Ancillary Use is located upon the same Lot as that Person's Permitted Use.(3) The Ancillary Use is used solely and exclusively by the Person for that Person's Permitted Use. (4) Ancillary Use includes offrces and showrooms ancillary to the Permitted Use, but does not include the right to sell at retail (Ancillary Retail Use), but does include the right to sublease to a separate tenant office space on.ly within an existing office area. Aacillary Use does not include Outdoor Storage and Activities. (5) The cumulative total area dedicated to all Ancillary Uses (including any Ancillary Retail Use permitted with a Minor Conditional Use Permit) shall not exceed twenty percent (20%) of the gross floor area occupied by a Permitted Use.(i) Incidental Use. Each occupant or user on the Property and each tenant in a multi-tenant Building shall be permitted to dedicate a portion of that Person's space to an Incidental Use in connection with that Person's Permitted Use, if the following criteria are satisfied:(l) The Permitted Use for such Person is that Person's majority use. (2) The Incidental Use is located upon the same Lot as that Person's Permitted Use. (3) Incidental Use includes offices, design areas and showrooms related to the Permitted Use, but does not include the right to sell at retail. Incidental Use does not include Outdoor Storage and Activities. (a) The cumulative total area dedicated to all Incidental and Ancillary Uses (including Ancillary Retail Uses) shall not exceed fifty percent (50%) ofthe gross floor area occupied by a Permitted Use. (h) Any activity or use undertaken by the City. Sec. 26.4.1-1. Uses That May Be Permitted by Minor Conditional Use Permit. The uses set forth in this Section 26.4.1-4, may be permitted in the I Zone with a Minor Conditional Use Permit. (a) Ancillary Retail Use. Each occupant or user on the Property and each tenant in a multi- tenant Building shall be permitted to dedicate a portion of that Person's space to an Ancillary Retail Use in connection with that Person's Permitted Use, if the following criteria are satisfied: (1) The Permitted Use for such Person is that Person's majority use. (2) The Ancillary Retail Use is located upon the same Lot as that Person's Permitted Use and sufficient parking is provided. (3) The Ancillary Retail Use is used solely and exclusively by the Person for that Person's Permitted Use and the sell at retail is only for products manufactured onsite or products imported and stored in bulk as part of the Person's Permitted Use. (4) Arcillary Retail Use includes the right to sell at retail any day week but does not include Outdoor Storage and Activities including the outdoor display of merchandise. (5) The curnulative total area dedicated to all Ancillary Uses (including any Ancillary Retail Use) shall not exceed twenty percent (20%) of the gross floor area occupied by a Permitted Use. Table 26.5.1-6(b) Minimum Number of Required Automobile Parking Spacas(l) Use Type Required Spaces Industrial Use, hdusnial Gas Manufacturing, and Recycling Faciliry (Including Floor Area Used for Ancillary Uses) One (l) space per 1,000 square feet of gross Floor Area Commercial Uses One (1) space per 250 square feet ofgross Floor Area Incidental Uses One (l) space per 250 square feet ofFloor Area of lncidental Use Data Centers One (1) space per 1,250 square feet ofgross Floor Area Emergency Shelter One (1) space for each five (5) beds plus two (2) additional spaces. Health Clubs (gyms)One ( I ) space per 200 square feet of gross Floor Area Religious Uses One (l) space for each three (3) fixed seats, or where no fixed seats are provided, one (l) space for every 35 gross square feet of gross Floor Area Residential Uses Parking Determined Pusuant to Development Agreement, but no less than one (l) space for each unit. Restaurant (Take out)Eight (8) spaces per 1,000 square feet of $oss Floor Area Restaurant (Sit down)One (1) space per 100 square feet ofgross Floor Area Retail (less than 25,000 square feet) and multiple tenant Retail One (l) space per 250 square feet of gross Floor Area Retail (25,000 square feet or greater) - Single tenant only One (l) space per 250 square feet for the first 25,000 square feet ofgross Floor Area and then one (1) space per each additional 500 square feet ofgross Floor Area Studios (dance, etc.)One (1) space per 200 square feet ofgross Floor Area Trade Schools One (l) space per 50 square feet ofgross Floor Area Truck Terminals and Freight Terminals Parking shall be provided as deterrrined by a parking study prepared for the specific use. Warehouse Use, General One (1) space per 1,000 square feet of goss Floor Area Warehouse Use. Cold Storage One (l) space per 1,000 square feet of gross Floor Area for the first 50,000 square feet, and one (l) space per 5,000 square feet of gross Floor Area above 50,000 square feet Note (l) Through the Conditional Use Permit and Minor Conditional Use Permit processes, the City may require additional parking for a specific use or application. ,.1tabte 26.5.1-61c; Minimum Required Truck Loading Spaces Table 26.5.1-6(d) Minimum Required Truck Parking Spaces Use Type Required Spaces Industrial Use, Warehouse Use, Industrial Gas Manufacturing (including Floor Area used for Ancillary and lncidental Uses) One (l) space per 10,000 square feet of gross Floor Area Cold Storage Warehouses One (l) space per 7,500 square feet of gross Floor Area Data Centers One (1) space per 50,000 square feet of gross Floor Area Commercial Use aad Retail Use Loading shall be provided as determined by a parking study prepared for the specific use. Use Tlpe Required Spaces Industrial Use, Cold Storage Warehouses, Warehouse Use, Industrial Gas Manufacturing (including Floor Area used for Ancillary and Incidental Uses) One (l) space per 25,000 square feet ofgross Floor Area for the frst I 00,000 square feet and one ( 1 ) space per 100,000 square feet of gross Floor Area above 100,000 square feet RECEIVED OcT I 2 2017 RECIEIVED ocl I I mft nlTV ^nnnrNrarRATl0N HUMAN RESOURCES DE Michael A. Earl. Director of Human Resources 4/t/ Originator: Lisette lVlichel Grizzelle, Senior Humln Resources Analyst A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AMENDMENT NO. 3 TO THE VERNON POLICE OFFICERS' BENEFIT ASSOCIATION 2016-2019 MEMORANDUM OF UNDERSTAI{DING Recommendation A. Find that approval of the proposed Amendment No. 3 to the Vernon Police Officers' Benefit Association (VPOBA) 2016-2019 Memorandum of Understanding is exernpt from Califomia Environmental Quality Act C'CEQA') review, because it is an administrative action 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 approving Amendment No. 3 to the Vernon Police Officers' Benefit Association 2016-2019 Mernorandum of Understanding to amend/add the following provisions: I . Article Seven, Section 16, City Vehicle 2. Article Eight, Section 4, Sergeants Backsround The City of Vemon and the VPOBA signed a tentative agreement on July 7, 2016 to extend their MOU through June 30, 2019. This tentative agreement included a provision relating to take home vehicles for specific Police Sergeants. This itern was inadvertently omifted from the July 12, 2016 staff report and corresponding MOU Amendment No. 2 approved by City Council. This itern was corrected in the amended Fringe Benefit and Salary Resolution approved by City Council on June 20,2017 but has not yet been added to the MOU. DATE: TO: FROM: RE: October 17,2017 Honorable Mayor and City Council Page I of2 The VPOBA recently approached the Human Resources Department to request a revision to Article Eight, section 4, Sergeants of their cunent MOU. The language in this section references "eight (8) months of weekends off per year for Patrol Sergeants including Saturday, Sunday and Monday." The VPOBA requested to remove "Monday' from this section. After review and discussion with the VPOBA Representatives and Police Management it was determined that this change was needed to clarifo this section. The reason for the clarification is due to the Telestaff time keeping systern that was implemented in the Police Department. The method of scheduling time worked needed to change due to how the computer software designated a workday; particularly when a Sergeant works a shift beginning in the evening of one day that ends in the moming of the following day. Vernon Police Management and the VPOBA agreed to keep the original intent of the original MOU language in this section. Therefore, the rernoval of the word "Monday''in this section would be necessary to properly capture the weekend work shift. Fiscal Impact There is no fiscal impact on the current operating budget as a result ofthe recommended Police Sergeants schedule language change. An increase in fuel and maintenance costs associated with the vehicle use was anticipated and has been budgeted in the 2Ol7l2O18 fiscal year budget to cover the additional costs associated with this item. Attachment(s) I . Resolution Page 2 of2 RESOI.UTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING THE AMENDMENT NO. 3 TO THE MEMORANDUM OF UNDERSTANDTNG BY AND BETWEEN THE CITY OF VERNON AND THE VERNON POLICE OFFICERS' BENEFIT ASSOCIATION FOR THE PERIOD OF .JI'LY I, 2016 THROUGH JUNE 30, 2 019 WHEREAS, t.he vernon PoIice Officers' Benefit AssociaEion ("VPOBA") has been recognized as an employee organization pursuant. t,o ResoluE.ion No. 4027; and WHEREAS, on September ]-5, 20].4, the City Council of E.he City of Vernon adopted Resolut.ion No. 2014-57 approving a Memorandum of Underslanding ("MOU") setting fort.h certain terms and conditions for employment. of CiEy of Vernon employees in classificaEions represenEed by the VPOBA, for t.he period of JuIy L, 20]-4 through .fune 30, 2017; and WHEREAS, on ,June 15, 2015, Ehe City Council of Ehe City of Vernon adopted Resolution No. 2015-39, approving an AmendmenE No. 1 to the Mou; and WHEREAS, on .Tu1y 12, 20L6, Ehe City Council of t.he Citsy of Vernon adopEed Resolution No. 2015-38, approving an Amendment No. 2 to Ehe MOU, which extended the MOU t.hrough ,fune 30, 201-9; and WHEREAS, representatj.ve members of the VPOBA and Ehe City have agreed to execut.e an Amendment No. 3 t,o Ehe MOU (the "Amendment,, ) t.o amend E.he f oJ-Iowing Articles: (a) Article Seven, Section 16 regarding City VehicIe, and (b) Article Eight, Section 4 regarding Sergeants WHEREAS, the City Council of t.he City of Vernon desires Eo approve Ehe Amendment . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COIJNCIL OF THE CTTY OF VERNON AS FOLLOWS: SECTfON 1: The City Council of the City of Ve rnon hereby finds and det.ermines t.haE SECTION 2: The approve s t.he AmendmenE No. the City of Vernon and the in subst.antially the same Exhibic A. the above recitals are t.rue and correct.. City Council of t.he City of Vernon finds that this action is exempt. from California Environmental Ouality Act (CEQA) review, because it is an administrative action that wilt not result in direcC or indirect physical changes in the environment, and therefore does not constitsuEe a "project" as defined by CEOA Guidelines sectsion 15378. SECTION 3: The City Council of the CiEy of Vernon hereby 3 to the Memorandum of Understanding between Vernon PoIice Officers' Benefit. Association, form as the copy which is attached hereto as SECTION 4: The City Council of the City of Vernon hereby inst.ruct.s the City AdminisErator, or his designee, Eo take whatever acEion is deemed necessary or desirable for the purpose of implemenEing and carrying out the purposes of E.his Resolution and the Eransaccions herein approved or authorized, including but not. Iimited Eo, any nonsubstantive changes to the Amendment. at.t.ached herein. SECTION 5: The City Council of the City of Vernon hereby directs Ehe City C]erk, or t.he City Clerk's designee, to send a fuI1y execuEed Amendment. Eo ,Jason Lucas, President of the Vernon police officers' Benefit AssociaE.ion. 2 SECTION 5: The City C1erk, or Deput.y Citsy Clerk, of the CiE.y of Vernon shall cert.ify to the passage, approval and adopE.ion of this resoluEion, and the Cj.Ey Clerk, or Deputy City C1erk, of Ehe City of Vernon sha1l cause this resol-ution and Ehe Citsy Clerk,s, or Deputy Cj,ty Clerk's, certificaEion to be entered in the File of Resolutions of Ehe Councif of this City. APPROVED AND ADOPTED this 24Eh day of October, 2017. Name : Title: Y\ayor / Mayor Pro-Tem ATTEST: Citsy C1erk / Deputy City Clerk APPROVED AS TO FORM: r Deputy CiEy At.torney -3- STATE OF CAII FORNIA COUNTY OF LOS ANGELES I, ))ss ) , CiEy Clerk / Deputy Cit.y Clerk of Ehe City of vernon, do hereby certify thaE Ehe foregoing Resolution, being Resolution No., was duly passed, approved and adopted by t.he City Council of t.he City of Vernon at an adjourned regular meeEing of t.he City Council duly held on Tuesday, October 24, 2017, and thereafter was duly signed by Ehe Mayor or Mayor Pro-Tem of E.he City of Vernon. Executed this day of October, 20]-7, at Vernon, California. City Clerk / Deputy City Clerk ( SEAL ) 4 EXHIBIT A AMENDMENT NO.3 TO THE MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF VERNON AND VERNON POLICE OFFICERS' BENEFIT ASSOCIATION July 1, 2016 through June 30, 2019 . l{:aS.tl4.IlJ'77 ll ,trnl . AMENDMENT NO.3 TO THE MEMORANDUM OF UNDERSTANDING BETWEEEN CITY OF VERNON AND VERNON POLICE OFFICERS' BENEFIT ASSOCIATION Parties to the Memorandum of Understanding Pursuant to Chapter l0 (section 3500 et seq) of Division 4, Title I of the Govemment Code, and Resolution No. 4027, the Resolution for the administration of employer-employee relations, the matters within the scope of representation that are set forth in this Memorandum of Understanding (MOU) have been discussed by and between representatives of the City of Vernon and the representatives of the Vemon Police Officers Benefit Association (hereinafter "VPOBA") and except as otherwise specifically provided herein shall apply only to those defined in the aforesaid Resolution as "all full-time and regular part-time sworn personnel in the Police Department, except management employees." This Amendment to the MOU constitutes a joint agreement by the Municipal Employee Relations Representative ("MERR') and the VPOBA, to be submitted to the City Council of the City of Vemon for its determination and approval by one or more Resolutions or Ordinances as the City Council may deem fit and proper. The MERR and the Representative of the VPOBA have agreed that they will jointly urge the Ciry Council of the City of Vernon to adopt one or more Resolutions or Ordinances reflecting the changes in wages, hours, and other conditions of employment agreed upon in this Amendment. If approved, the terms agreed upon by this Amendment to the MOU shall be deemed in effect as of July 1,2016, and shall expire at midnight on June 30,2019. IN CONSIDERATTON OF THE TERMS AND CONDITIONS MREIN STATED, the VPOBA and the City of Vernon agree that the following provisions of the MOU be replaced as follows: ARTICLE SEVEN Section 16: Citv Vehicle The Police Sergeant assigned to detective duties shall be allowed to take hisftrer assigned Ceity vehicle home. ARTICLE EIGHT Section 4: Serseants Patrol sergeants are entitled to eight (8) months of weekends off per year (including Saturday_anel;Sunday-and-Menday). In the event there is a need to adjust a Patrol Sergeant's work schedule due to staffing issues, no such modification will be conducted without first notifring the affected Sergeant a minimum of l0 days prior to the schedule adjustment. There may be an exception to the minimum schedule change notice if the affected Sergeant is lan agreement to an immediate change in his/her work schedule. [Signatures Begin on Next Page]. SIGNATURE PAGE CITY OF VERNON Carlos R. Fandino Jr. City Administrator / "MERR" Lisene Michel Grizzelle Senior Human Resources Analyst APPROVED AS TO FORM: Zaynah Mousa Senior Deputy City Attomey APPROVED AND ADOPTED BY THE CITY COLTNCIL ON RESOLUTION NO. ATTEST: Maria Avala Citv Clerk VERNON POLICE OFFICERS' BENEFIT ASSOCIATION Jason Lucas President Nicholas Perez Vice President PER Michael A. Earl Director of Human Resources 4 RECEIVED ocT l2 2017 CIiY CLERK'S OFFICE FTEGEIVED ocl l2 20n CITY ADMIf,IISTRATI()NSTAFF REPORT HUMAN RESOURCES DEPARTMENT O4,ol,<,1, 1 DATE: TO: FROM: RE: /4, October 17,2017 Honorable Mayor and City Council Michael A. Earl, Director of Human Resources Originator: Lisette Michel Grizzelle, Senior Human Resources Analyst A Resolution of the City Council of the City of Vernon Approving an Amended and Restated Vernon Fire Management Association 2016-2019 Memorandum of Understanding Recommendation A. Find that approval of the amended and restated Vemon Fire Management Association (VFMA) 2016-2019 Memorandum of Understanding is exempt from Califomia Environmental Quality Act C'CEQA) review, because it is an administrative action 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 amending and restating the Vemon Fire Management Association 2016-2019 Memorandum of Understanding to revise the following provisions: l. Article Three, Section l, Salaries 2. Article Three, Section 5, Education Incentive Pay 3. Article Three, Section 8, Hazardous Materials Specialist Pay 4. Article Three, Section 9, Urban Search and Rescue (USAR) Pay 5. Article Four, Section 1, Employees Hired On or Before June 30, 1994 6. Article Seven, Section 5, Dental 7. Article Seven, Section 6, Vision 8. Article Nine, Sections I and 2, Holiday Time (Deleted entirely and all subsequent Articles renumbered) 9. Article Nine, Section l, Sick Leave 10. Article Twelve, Grievance Procedure I 1. Article Thirteen, Discipline Procedure Page 1 of2 RESOLUTION NO. A RESOLUTION OF THE CITY COTJNCIL OF THE CITY OF VERNON APPROVING AN AMENDED AIiID RESTATED MEMO&ANDIJM OF IJNDERSTANDING BY AND BETWEEN THE CITY OF VERNON AND THE VERNON FIRE I4ANAGEIIENT ASSOCIATION FOR THE PERIOD OF JIrLy t, 20]-6 THROUGH JIINE 30, 2019 WHEREAS, Ehe Vernon Fire Management AEsociation (..VFMA" ) has been recognized as an employee organization pursuant to Ehe Citsy of Vernon Employer-Employee Relations Resolut.ion (Resolution No. 40271 ; and WHEREAS, on,JuIy ]-2, 2016, the City Council of the City of Vernon adopEed Resolut.ion No. 20L5-37, approving a Memorandum of Understanding ("MOU") by and beEween the City and the VFMA for the period of July l, 2Ot6 through June 30, 2019; and WI{EREAS, represenEat.ive members of the VFMA and the City have agreed t.o execute an amended and resEated MOU t.o delete whaE was previously t.itled Article Nine regarding Holidays in its entireEy and renumber the subsequent articles accordingly, and to revise E.he following provisions: (a) Article Three, Section 1 regarding Salaries, (b) ArtsicLe Three, Section 5 regarding Education IncenE.ive pay, (c) Article Three, SecE.ion I regarding Hazardous MaEerials Speciatist Pay, (d) Article Three, Section 9 regarding Urban Search and Rescue (USAR) Pay, (e) Article Four, Section 1 regarding Employees Hired On or Before June 30, 1994, (f) Artsicle Seven, SecE.ion 5 regarding Dental, (g) ArEicle Seven, Section 6 regarding Vision, (h) Article Nine, Section 1 regarding Sick Leave, (i) Artsicle Tr,re lve regarding Grievance Procedure, and (j) ArEicle Thirteen regarding Discipline procedure; and WHEREAS, tshe CiEy Council desires E.o approve the amended and restated Mou. NOW, THEREFORE, CITY OF VERNON AS FOLLOWS: SECTION l-: The BE IT RESOLVED BY THE CITY COIJNCIL OF THE finds and deE.ermines that. SECTTON 2: The CiEy Council of the City of vernon hereby Ehe above reciE.als are true and correct. City Council of E.he City of Vernon finds that Ehis action is exempE from California Environmental euality Acts ("CEQA") review, because it is an adminisE.rative action that vri11 not resuIts in direct. or indirects physical changes in the environment, and therefore does not constitut,e a "project" as defined by CEQA Guidelines section 15378. SECTfON 3: The Citsy Council of tshe City of Vernon hereby approves t.he amended and restatsed Memorandum of Understandlng between the CiE.y of Vernon and the Vernon Fire Management Association, in su.bst.antially the same form as the copy which is attached hereto as ExhibiE. A. SECTION 4: The City Council of the City of Vernon hereby insE.ructs the Citsy Administrator, or his designee, to t.ake whatever acEion is deemed necessary or desirable for tshe purpose of implementing and carrying out the purposes of t.his Resolution and Ehe transact.ions herein approved or authorized, including buE not limited to, any nonsubst.anEive changes to the MOU at.Eached herein. SECTION 5: All resolutlons or parts of resolutions, specifically Resolution No. 2015-3?, noE consistent. with or in conflict hrith t.hiE resolut.ion are hereby repealed. SECTION 6: The CiEy Council of the CiEy of Vernon hereby directs t.he City C1erk, or Ehe City Clerk,s designee, to Eend a fully executed MOU tso David Lazar, Vernon Fire Martagement AsEociation President. -2- SECTION 7: The CiEy Clerk, or Deputy City Clerk, of the City of Vernon shall certify Eo t.he passage, approval and adoption of tshis resolution, and the City C1erk, or Deputsy City C1erk, of tshe City of vernon shall cause this resoluEion and the Citsy C1erk, E, or Deputy City Clerk's, certification to be entered in the File of Resolutions of tshe Council of this City. APPROVED AND ADOPTED Ehis 24th day of OcEober, 2017. Name: Title: l{ayor / Mayor Pro-Tem ATTEST: City clerk / DepuEy citsy clerk APPROVED AS TO FORM: r DepuEy CiEy AtEorney 3 STATE OF CAII FORNIA COIJNTY OF LOS ANGELES )) ss ) , CiE,y Clerk / Deputy Citsy Cterk of the CityI, of Vernon, do hereby certify EhaE the foregoing Resolution, being Resolut.ion No., was duly passed, approved and adopted by t.he City Council of E.he CiEy of Vernon at an adj ourned regr.llar meeEing of Ehe City Council duly held on Tuesday, OcEober 24, 2017, and lhereaftser was duly signed by the Mayor or Mayor Pro-Tem of the CiEy of Vernon. Execut.ed E.his day of October, 20L7, aL Vernon, California. CiEy Clerk / Deputy Cit,y C1erk (SEAL) 4 EXHIBIT A MEMORANDTTM OF LINDERSTANDING BETWEEN CITY OF !'ERNON AND !,ERNON FIRE MANAGEMENT ASSOCLA.TION July l, 2016 through June 30,2019 FIRE TABLE OF CONTENTS MEJIIORANDUM OF UNI'ERSTANDINC Panies lo lhe Memorandum of Understanding 6 9 S€ction l: S€qion 2: Se(ion 3: Section 4: Section 5: Section 6: S.clion 7: Seclion 8: Section 9: S€ction l0: S€ction I l: Section l: Section 2: Section J: Section 4: Scction l: Scction 2: S€ction J: S€ction 4: Secrion 5: No Discriminalion - Lal offs 8 Assocralron Lea\e.. l\rutual Cooperalion... Dn\er License Requrrement.. ......... .. ... Payroll Huction-..... Term............-...-... -... .-. . l0 ARTICLE TWO: LEGAL LIMITATIONS. SAVINCS CLAUSE & TERI\'l Legal Limitations and Sa\ings CIause N,laintenance of Existing 9 Modificalion and Wai!er ARTICLE THREE: SALARIES Merir Steps. Salary Adjustment Increase .... ........ Bilingual Pay .............-....- Educational lncenri\ e Pay... ............................... 2 0 0 I .t4 t4 t5 t5 t5 I I I Scction 6: Scction ?: Sccrion 8: Section 9: Scction l0: kionll: Chief Officer Certificate PriortoJu|y1.2014......,,............................. l6 Chief OIficer Certificate AfierJuly l , 20 I ,l. . . . . . . . . . . . ...... ................... l6 Hazirdous Materials Specialist Pay............ .......... .. l6 U.ban Sea.ch and Rescue Specialist Pay. PhysicalFihesr^ellnessProgram...... .........................11 Computation of Pay . . . .. ............ ..... l1 ARTICLE FOUR: LONCEVITY Employees Hired Onor Before Jun€ J0, 1994............. .......... .. . .. .. -- lt Employees Hired After June 10, 1994 .. ................. l8 ARTICLE FIVE: OVERTIME Ove(imeAuthorization...-.-......-..-,,....... ............... l9 Compensatory Trme.-. .. -.......20 Compensatory Time Paymenr upon Termination-- --...... ...........,......,.....20 Usage ofcompensatory Time Eamed---... .............20 Leave Inclusion -...,... .................-..--.....--. .-...20 TrainingandRccenification................. ........-.....21 Call Backs. ............................21 Non-Compensable ..., ......... ......22 ARTICLE SIX: UNIFORMS Uniform Allowance... ..... .......21 ARTICLE SEVEN: BENEFITS Public Employees Retiremenl System...-..... . ....... ..21 Section I : Section 2: Section l: Section 2: Scction 3: Section,l: Section 5: Section 6: Section 7: Section 8: Secrion l: Seclion l: Section 2: Section l: Sectron 4: S€ction 5: Section 6: Section 7: Section E: Section 9: Section I0: Section I l: Life Deferred 30 37 ARTICLE ELEVEN+r#E{=vE: WORK SCHEDULE AND ABSENCES 4 Vacatron Leave: Administratire Personnel **tl€tf+l{N€+{lo+lDal*S Section l: Section 2: Secrion l: Section 2: Section l: Section 2: ARTICLE JI I\ETE]i: SICK LEAVE Sick Lea\e.. .. ................... .... l.l Sick Leave Con\ersion .. 15 ARTICLE TENE++r/EN _ LEAVE BENEFITS Jury Duty....,......----- .............. 17 Berea\ement Section l: FLSA Work Period.... . ...... 40 Scction 2: work Schedules.....--- '... ...... 40 Section 4: ShiftTrades..--.,-... ......----.4o Sectron 5: Early Rcliei..........-. . ...... 4l I ARTIcLE TH{*+EE*fyELVE: GRIEvANCE PRoCEDURE Grielance Procedure Sleps..................-... ---....... ........-..-....-.. 4! I ARTICLE Fou&+EElifElRTEE\: DISCIPLINE PRocEDURE Discipline Procedure - "" 46 I eRTtcLE F+FFEaN[9!RTEEI\: MANAcEMENT RlcHTs Management Rights... .... .'.. 50 SICNATURE PACE Signatures -............. ....-" "" - 52 }IE}IORA\DL II OF L \DERSTA\DI\G BET\\ EE\ CIT\ OF \ ER\O\ AND ITRNON FIRE MANAGEMENT ASSOCIATION Prrtics to the Dlcnoi.odum of Uoderstltrditrg Pursuant to Chapte. l0 (s€ction 3500 et s€q) of Dvision 4, Title I of the Govemment Code ard Resolution No. 4027, lhe Resolution for lhe administration of Employer-€mployee relations, the maters within the scope of represenlation that arc set forth in this Memorardum of Understading (MOU) have been discussed by and betwcen rcprcsmlatives of lhe city of vemon and rhe representatives of the vernon Fire Managemenl Association, (hercinafter -VFMA"), and except as oth€rwis€ specificauy provided herein shall apply only lo those defined in lh€ aforesaid Resolution as "full'lrme swom and regular pan-time employees in the Fire Department managcment and confidential employees," otherwise known as Chief Omcers. This MOU constitules ajoint agreement by the Municipal Employee Relations Reprerenranve ("MERR') and the VFMA, to be submitted to the City Council ofvemon for its dctermrnation and approval by one or more Resolutions or Ordioances as the City Council ftay deem fit and proper' The MERR and the Representative of the VFMA have ageed lhal lhey willjoinlly urge th€ City Council of Vemon to adopt one or more Resolutions or Ordinances reflecting the changes in wages, hours, ard other coodilions ofemployment agrced upon in this MOU. lf approved, the terms agreed upon by this MOU shall rake effect on July l, 2016. and shall expire at midnight on June.30, 2019. IN CONSIDERATION OF THE TERMS AND CONDITIONS HEREIN STATED, the VFMA ANd IhC City of Vemon aglee as follows: ARTICLE ONE FUNDAMENTALS S.ctiop l: Rcc{sliaiotr Thc City r€cognizes th. Vernon Fire Managemcnt Associalion as the exclusive recognizcd employec organization on behalf of all full-time swor4 management personnel engaged in fir€ prevcnlioil, supprEssiorl administration and pararredic scr._ic6 within lhe City, i.cluding, but nol limitcd to, employees occupying thejob classificalions of Assistant Fire Chief, Firc Battalion Chief, Administrativc Fire Battalion Chief, and Fire Marshal. Scctiop 2: No Dtucrlmitr.tioo The City and the Associaiion are commit(€d to working together to slppon a work envimnment characterized by fair treatmmt and access to equal opponunities. The provisions of this Memorandum of Undffstanding shall be applied equally to all employees covered hen$y. Ncither the City nor th. VFMA shall discriminat. against any individual, applicalt or employec with resp€ct to his compensation, teams, condilioil, or privileges of cmployment or becausc of an individual's race, color, scx, religiorl national origin, age, marital status, disability, pregnancy, s.xual orientation, political or rcligious opinions or affiliations, or mcmbctship or non-membc6hiP in the VFMA. The terms "they" and "th€i/ may b€ us€d in this agrcement as grbslitutes for thc t€rms "his," "her," 'his/her," "he," "she," or other terms which would indicate masculine or feminine gcnder. Whenever lhe male gender is us€d hercin it shall be consrucd to rcfer to both malc and female employces- Except as limitcd by the specific ard cxpress te-rms of this Mefiroiandum of Urdcrslandin& the Association herrby retains and res€n'€s unto itsellall rights, powcrs, authority, duties and Gsponsibilities confefltd on and vested in it by the laws and the Cons rution ofthe slatc ofcalifomia andlor the United States of America- The panies specifically agree that neither VFMA nor any VFMA r€Pr6€.rllativc or member shall be discriminated against, intimidated, coercc4 disciplin€d or retaliated against b€c.use of the lawfirl cxercisc of its or his righrs, ircluding, but not limited to, thc righl to particiPate in VFMA activities, ser!'e as a VFMA officcr or director, or otlErwisc rQlescnt lhe inter6rs of VFMA. S€ctioa 3: Muin|l Cmo€rrtion The parties recognize the naccssity ofcoope.atirg on matters of mutual concem ald interest ard agree to wo* together to maximize the cfTeciivcness of the Fire D€partmcnt and lhc City and to accorplish goats in their rhutual interest. Scction 4: Lavofis In accordance with the Meyers-Milias Bro\Irl Act- the City and the VFMA shall meet and confer on the effect of its actions to lay off any employee represented by the VFMA. This will occur prior to implemmtation except in emergency circumstances as defined in law. The agreement to me€t and confer over the effecl ofthe excrcising ofa City right shall not in any way impair the right oflhe City to exefcise and implement any ofits rights to layoff. S€ctior 5: No Strlk . or l,ckouas During the life of this agrccmmt no woik stoppages, strikes, or slowdowm shall be caused or sanctioned by the VFMA, and no lockouts shall be made by th€ City- Secrion 6: Citv/VFMA M€eiiNs Representatives from thc VFMA and the City shall meet as needed Io discuss issues of mutual concem. S€caion 7: Associrtior Busitress R€presentatives of the VFMA shall be allowed time to conduct their Association business as necessary during work hours. ReprEsentatives of the VFMA shall have rcasonablc access to the work sires of unit employ@s at any tinle during the working hours to conduct Association business as long as $rch visits do not unrEasonably interferc with thc conduct of the City's usual business aM thc ernployee's $,ork. CoordiMtion ofsuch work will b€ made with ihe Fire Chief ro cnsurc thc availability ofstaffing levels for such meetings. Representatives of VFMA may use any Fire Dcpa mcnt faciliti€s free of chargc for its Boad of Directo6 ard gcneral membership meetings provided such facility is not otherwise book€d. VFN,IA shall secure approval from lhe Fire Chief for ihe darc and time it wishes to securc use of the facility- The granring ofsuch approval will be made if ihe Ciry facility is not othcrwisc scheduled to be used at the lime ofVFMA's request. No unit employee shall eflgage in political aoivity whilc on duty or in uniform. Sccaioo 8: Associrtiotr Le.ve The VFMA President will have available to hiny'her a totalof2,$ hours of Association Lcave Time at lhe beginning of each calendar year for conducbng Association business ofI duty during timc he and/or any of his Association board members would be regularly schcduled to work. The VFMA President will bc responsible for assigning any Leave Time to his board members. Unus€d hours rtlay not be canied over from one year to the next without the written authorization of the Firc Chiefor his dcsign€e. In each case where Leave Time is requesled, such request must be in writing to the Fire Chief a minrmum of 72 hours beforc the Leave Trme rs ne€ded unlcss the minimum notice period is waired in wnting by the Fire Chiefor his d6ignee. Association Leave Time will not be granted if it will cause overtime unless it is authorized in writing by the Fire Chiefor his desigrlee- D. In no case will Association Leave Time be used forpolitical action purposes- S€ctiotr 9i Driver's Liceose ReouircEeoa Firefighrers of all ranks fiom Assistant Fire Chief and belo\r must maintain at the minimum a Class C driver's hcense with a firefighter endoEement. Exceplions to thrs requirement musl be approved in writing by the Fire Chref. Secaiotr l0: P.vroll Deductior The City shall, during the term ofthis agreement, effect a payroll deduction fo. membership dues, service fees and other charges authorized pursuanr to an executed form signed by the employee permitting such deductions. Any payroll dedochons coll€cted by the City shall be tiansmifled on a biweekly basis to rhe treasurer ofthe Association, or such other party desigrrd in wnting by Ihe Association. The City shall not be obhgat€d to put into effed any new, changed, or discontinued deduction until th. first pay period commencing nol more than thirty (30) days afler receiving rhe requ6t. This provision shall remain operarive as long as vFMA is the exclusive recognized employee organization ofunit employees. B C (a) (b) Section I l: Term Excepl as otherwise provided herein, this Mcmorandum ofUnde6tanding shall be in full force and efTect from July l,2016, and shall remain in full force and elTect up Io and including midnight, the loth day ofJune 2019 or unlil the next Memorandum of Unde.starding becomes effective. This Memorandum of Understanding shall be birding on the City and the Union when approved and adopted by the City Council. ARTICLE TWO LEGAL LIITIITATIONS, SAI'TNGS CLAUSE, AND TERM @o.c It is understood and agIeed thal lhis Menrorandum of Understanding (includrng, but not limited to, thc provisions of the Fai. f-abo. Standards Act) and any and all Rcsolutions or Ordirunces adopt€d in implemmtation thercof are and shall be subject to all pres.nt and futurc applicable federal and stale la\r's and regulations ard shall be effective and implemenr€d only to the cxrenr p€rmitted by such laws ard regulations. If any pan of this Memorandum of Understanding or of any Resolution or frinance adoptcd in implementation thereof is in conflict or inconsistcnt with any such applicable pmvisions of fcder-al and state laws or rcgulations or otherwisc held to be invalid or unenforceablc by any tribunal of compercnt juridiction, such pan or provisron shall bc sus?crded and sup€rs€ded, and such applicable laws and regulations and the rcmainder of this Memorandum of Understanding shall not be affccted thereby and shall remain in full force and effect: S€caioo 2: M.intetrrmc ofExitaitrp Coodiiioos Any employment policy, practices ard,/or ben€fits, including the alternatve workweek schedule and overtime compensation are incorporated into this Memorandum of Urderstandin& unless otherwise stated herein. In the event ofa conflict between ihe Memorandum of Undeastanding and an existing policy and/or praclice, this Memorandum ofUnderstanding shallgovem. 10 Scctiotr 3: Modiliotioo.trd w.iver The City resenes the right to add to, delete from, amend or modiry the Administr-ative rules. the City Municipal Code, and the City's Person el Policies ard Procedures Manual during the term of the Memorandum of Unde6tardin& subject to the rcquircments of thc Mcye6-Mrhas-Brown Act and the Fircfighte6 Proccdural Bill of Rights Act. Scction4: Scvcr.lilitt, ln the elent rhar a coun finds any prorision(s) ofthis Memorandum ofUnderstanding to be invaLd or unenforceable, the parties intend that the remaining provisions remain in effect. The parties further agree to meet and confer for purposes of negotiating an altemative to any provision declared invalid or unenforceable. 11 ARTICLE THREE SALARIES S..lioo l: Srl.ri.r Effectivc thc bcginning of the pay period containing July 10, 2016, th€ following salary rang6 are 6lablished for employees represefted by the VFMA bas.d upon thc rGults ofthe City wide classafication and compcn-sation study at lhe 756 peicentile, ard consist€nt with the proposed grrde and srep pay plan. Effectivc July 10, 2016, VFMA employees shall be plac€d at ihe gradc and step that is closest to, but not lowcr ihan their cunmt bas€ salary- Effective July 10, 2016 (first full pay period in July). the base salary schedule will be increased by 2%. Effective July 9, 2017, the base salary schedule will be increased by an additional 2o/o. Effective July 8, 2018, the base salary schedule will be increased by an additional 20/o. Classification and Compensation Plan - Effective July 10,2016 Assistanr Fire Chief Fire Battalion Chief (P) Fire Battalion Chief (A) E FM42 Step I Step 2 Step 3 Step 4 Step 5 NE FM38 Step I Step 2 Step 3 Step 4 Step 5 NE FMA38 Step I Step 2 Step 3 Step 4 Step 5 12 $13,890 $t 4,585 $r5,3r4 $r 6,080 $ 16,884 $t 1,427 $t t,998 $12,598 $13,228 $r 3.890 $t t,427 $t t,998 $12,598 $r 3,228 sl3.8m Fire Marshal NE FM38 Step I Srep 2 Step 3 Step 4 Step 5 Classification and Compensation Plan - Effective July 9, 2017 Assistaff{+ire€hie{ $t t,421 $l I,998 $t2,598 $ r3,228 $13,890 Frre€efial€F-Chief{B F+re-Batgali€€€@*) Fire-Marshal Assistant Fire Chief E FM4? S{ep-+ S+ep+w S{ep4 Step€ NE FM38 Step+ Step2 StepS Step4 Step€ NE FMA38 S+ep-+ St€p+ SrepS Step{ S+ep€ NE EM38 Step+ Step+ S{ep3 St€p4 Step€ r {rr.."tEdr"br" - ---l . {r".".tt"d;U"-------------] $1+1+8 s{438C $15€32 $1€+14 sr+€s ${rr€66 s42,249$ffil $+€er $14.1+9 $Jr.666$:ffi $4+*+r $13504 $44J+9 ${{s€6slw $1?36+ $1€504 $14118 Srep I Step 2 Step 3 Srep 4 s 14,t66 $ 14,874 $ 15,6t8 $ 16,399 13 ll Step 5 Fire Bartalion Chief ( P) $ r7,2r9 38FMNE Step I Srep 2 Step 3 Step 4 Step 5 Fire Battalion Chief ( {) $ I1,654 $ t2,231 $ 12,849 $ r3,49t $ 14,r66 38 Step 1 Step l Step 3 Srep 4 Step 5 $ I1,654 $ t2,237 $ t2,849 $ t3,49t $ 14,r66 Fire Marshal Step I Step 2 Step 3 S tep '1 Step 5 Classificarion and Compensation Plan - Effective July 8, 2018 Assistan++ire$iei forratted: Font: Tint€5 New Roman, 12 pt, Not Bold, Underline Foifiattad: Fonti IlnEs New Roman, 12 pt, fom5tt d r.bh - {f"r-.lr dr.tt" --- - ---__l 38FM s l r,654 $ t2,23',1 s 12,849 $ t3,491 s 14,r66 FFe€afra+€fl€hieqP) Flfe€a$a+€RryA) E FM42 S{ep-+ Step+ Step3 Step4 Steps NE FM38 Step+ Step+ SteF3 S{ep4 SteFs NE FMA38 S{ep-+ SteF+ S{eF€ Step4 Step€ t4 $44.es4# s+5B44 ${€+4+ ${+578 s{+897 s14r4g2 ${€J+ $13Jt3 $r4J62 $+1+97 $r#92 $r3Jr+ $]€i773 $1{ld2 \E F\IA Ere+4arshal FM38 S+ep-+ S{ep2 S+ep3 Step4 S+ep€ $rr;897 s+49? $13Jr+ $r€+B $14462 Assistant FircChief E FM 42 Step I $ 14,449 Step 2 Step 3 Step 4 Step 5 Fire Batralion Chief( P) Step I Step 2 Step 3 Step 4 Step 5 Fire Baflalion Chief (A) Step I Step 2 Step 3 Srep 4 Step 5 Fire Marshal Step I Step 2 Step 3 Step 4 Srep 5 Sccdoo 2: lllerit Steps \E NE F\1\E $ 15,172 $ r5,93r $ t6;12'7 $ r7,563 $ l1,888 $ r2,482 $ 13,106 s 13,761 $ r 4,449 $ r r,888 $ r2,482 s 13,106 $ 13,761 $ 14,,U9 $ r r,888 $ 12,482 $ r 3,106 $ 13,761 s t4,449 Effective July 10, 2016. employees who are not at the top stcp of their Classification Compensation Plan and ha\e attained one year ofan overall "satisfactory" or hrgher perfomance evaluation iating, as of their imoediately pr€ceding classification anni\ ersary date. shall receile one merir salary advance. Effective July 2017. and for rhe remainder ofthis agreement. employees who are nor at th€ top step of their Classification Compensalion Plan and who achie!€ an overall "exceeds standards" ranking during their NE FTI l3FI\{ A 38 -t lt annual perfo.mance rcview in accordance wilh the City's Performance Evaluaiion Policy will receive one meril salary advance on the fir$ full pay period in July. Employees shall continue to receive their an lual elaluations as scheduled in the City's Performance Evalualion Policy and employees may reccive morc lhan one annual merit salary advance during the term ofthis Agreement. Sactiop 3: S.lrrv Adiustme[a lpcre.se ln the event there is a salary inequity bet$reen ranks or belween employees within the Department, the Fire Chief. with approval of $e City Administator, may implement a service adjustmenl increas€ up to len percent ( l07o) per month of their base salary- Sectioo {: Bilimu.l P.r A unit employee may be compensatd for bilingual skills after lhe employee demonstrates proficiency in speaking a foreign language (thc ability to read and write in a foreign langrrage may also be tested, if necessary), which proficiency would be determined by successful completion of a foreign language proficiency test designated by the Human Resources Depadment. Those employees who successfully demonstiate this skill are eligible lo receive an additional One Hundred Twenty-Fi\e DollaE (S125.00) per rnonrh for bilingual pay and shall mt be considered to be pan ofthe employee's bas€ monlhly salary when computing incenlive pay. Section 5: Educ.tion lmertivc P.v .8tr++:l,u1}=!:]9!q.a!!9+E-q49...9: Ielq ._u.,S-...-- prqb3!!a!!a! prao{a-nd- -,r-trp -I-o-!d. a ,f]rE-serercc eqArfreate -ol-ha\,e- co!qp!€!€!l the course jqur4!!!! tlgrelo 1!e-lr uqG-9-f -fiG lcrEnsJ-ldalsdlaqtr€slsllallre ,cl!e -a-s their blrse._rat_e_qf-par plrrsnlI, a&el-!lrisja_c]g! complerion of their performance l!a]!ali-o-!_pcriqd- L/n!! F.!0dgy€es hired-bgl2lqJuly l.,2()L6-!ho-ha\e_passed their orob3liglaE Jc.ria4. and \ ho do no! foflnatted: Font: Not Bold, No undenrne fom.tt€d: Indent Left: 0 45", ilo bulhls o. 16 Euge-!!!] ISld ajlqE e qtiflaie or possess the equi\alent July l. 2017. to gq]L!ale4t-ujls._S!9lgnp!9tE!s_rril-[ be gi\en an additio _of pav per month lftgl_ilqJuly I. 2016. Should rhe elop!9yEc 9 C-eff_e!lle__-orequiq!!!.un-iJs=bylu_]f Ll0l7.the]-willno the !n[g!ay!C,a! lhe sole discreiiorlgjltlc Ftrell]lll aayledtqq an ALdditional six months lo obtain ![E!r! SrlSnSel€Irt!el9!r9q!L!a_l_e-$_]r!li Uoon gbla{dlg lhe necessaN fire science cenl[gq!_g_grEqul!e]C$_u_!ils-Su![!![9!gfeelhall begn to rgCUe_llgj r base_ra_le_af p.ef -p!t_,!!g!!h inslead !L lhe-.tlCg oercenr (l"dlEeesrdaEeErlh![e !.Ersgee_d__a_beE. All unir emploE cled_lhe inltial hire probariona'J- p!!g{ard !l-h-!l ba so_!.1p.lqed_!Iql9!{5tEqrl-il:alerI lhrlelp-U.e, J0 unirs of fire lelele{glatEd eollses) !La!l Lqge-ilg an additional three oercenr {.}-9 "} of their_btse rlteplpay+cruooad aff er sarisfactory complelioLqtJhqr.pclf,oEaleeg3&4jgLpenad, A unil employee wlro holds an AA or AS Dcgrce in Firc Scicncc or Fir€ Tcchrclogy with completion of fivc (5) years of uninternpted sen ice with th€ Firc Departrnent shall receive an additioml thrEe percent (l%) per month of their base salary or; A unit employe€ who holds a BA or BS Deg.ee in Fire Science or Fire Technology or clos€ly rclated ficld with completion of five (5) years of uninterrrpted service *ith rhc Frrc DrDanment shall rEceive an additional thre€ p€rcent (3%) per rnonth ofbase salary or; A unit employee who holds a Fire Olficer Certificate with complelion of five (5) years of unintcirupted service with the Fire Depanment shall recerve an addilional Ihr.e perccnl (3olo) per month ofbase salary. Ed ular Lolr illlrrttjlr pa] is quur u br i\ e for a ma\ lut uru o f 90 o Should employees represented by the Vemon Firemen's Association (VFA) rcceive across-the board enlancements to the existing +f,-t#HaFEducational lncentr\e Pay bctwecn July l, 2016 and June 30, 2019. a like enhancement will be provided to employecs reprcsenled by the VFMA. l7 EfTective July 1,2014, VFMA employees who were prorrctd to a Firc managemmt position prior lo July l, 201,1 and hold a Chief Oflicer Cenificate, or ha\c complcted courscwork equivalent thereto (i.e., Califomia State Fire Training Professional Ceitification Track for ChiefOfficer) shatl receive an annual education incentive stipend in rhe amount of 52,000, in t\I'o equal. scfti'annual installments- The fi.st installment ofSl,000 shall be paid with the 6rst paycheck in January, and the second installment of S1,000 shall be paid wilh lhe first paycheck in July. SectionT: ChiefOfficerCertificate-E@ Effecti\c July l, 2014, VFMA employees who $e.e promoted on or after July l, 201.{ and hold a Chief Officer Certificate shall receive an annual education stipend in the amount of52,000, in t\.io equal, semi- annual inslallments. The firsl installmenl of S1,000 shall be paid with the fir$ paycheck in January, and the s€cond installment of S1,000 shall be paid \aith the firs1 paycheck in July. Should employess represenled by the Vemon Firemen's Association (VFA) receire across-the board enhancemenls to the existing Hazardous Materials Specialist Pay beh,vccn July l, 2016 and June 10, 2019, a like enhancement will be provided ro employees r€presenled by thc VFMA. S€caioo 9: Urb.o Se.rch .Ed Rescue (USARI P.t Em.€$+e-Beeenb€r @-2e+t[ +]fl{irirhp -l,ovee€ecifi€d ns € Uj!-L-crplqt:e,.s- hiEd tqbrc-lqb l. 2016. ce(ified -a9,q-USAB. _SJEsElis! lhal reeElll$csBl A_OpC.Us3troL af Slq hurdred a!!4selEaly.qiShldSlEls_eld !]!!!U!!S !E!r!s- (S l 78 .2 I ) per monrh abo\ e t-!g-!r bass p3J , .!aid pa}(t!!!!ltal! na! bc ears q -Ec pan ol-lhej!u!9ys9 s- !a!e salas !!ctl compulrng rncentl\ i Pav. [9r aly-Uqil@l 48 teansErion who alq perfonoug-tlrg ha!! eooplctcd cquireq traurugary! pO5SC!s-a,La.I=d shilqq[q on USAR AssignEmt. Said oayment shgll.Irg_Lbs. ncentile Dav. Should employeg representd by the Ve.non Firem€n's Associarion (VFA) rcccive across-rhe board enhancemenls to the existing l+-I=H.#aF!JlALPa! between July l, 2016 and June 10, 2019, a like enhancemcnt will bc provided to employees represented by ihe VFMA. Sectiotr I0: Phviic.l Fitoess/Welhess Prosr.m This program is mandatory for all fire safety personnel. Any individual who after one (l) year of participalion has completed a pre-progam fitness evaluation, minimum panicipation rcquiremenis, bi- annual fitness evaluations and i'erification ofparticiparion by the Fire Chiefwill .eceive two hundred fifty dollars (5250.00). The Physical Fitness/Wellness p.og.am is attached hereto as Anachment -A-, ard incorpoiated hercin. Section I I: Comout tiotr of P.v 19 A. Unit employees assigned to a 4o-hour work week shall be paid on an hourly basis. The hourly r.te shall be the product ofdividing rhe monthly salary by l7l.3ll. Upon b€ing assigned to a 4G hour schedule an employee's accrued leave shall be rcduced by a factor of 1.4 and paid to the employe€ upon use or sepaiaiion at the employee's ,|o-hour rcgular iate ofpay. Upon being reassigned to a 56-hour schedulq all such accrued leave shall be increascd by a faclor of L4. B. 56-hour platmn personnel Unil employees assigned ro a fift-v-sir (56) hour nork $eek $ould be paid a \\idely fluquaring amount each pay period if they were paid for hours actually $orked: therefore. such employees shall be paid for the arerage number of hours in a two (2) $eek period, one hundred and hlelve (l12) hours- Exceptions for leave without pay hours shall be reported and deducted from the average when pay is computed. The -Exception Repo(' shall be in a form approved by the Ciry Adminisrrator- ARTICLE FOUR LONGE\ITY Section l: Emplor.,ees Hired Otr or Before JuDe J0, 199{ Upon artaining 5 years ofsenrce \\ith the Cit! ofVemon......... . . . . . . . . . . . . . 5 o o abo\e base pa-v Uponartainingl0yearsofseniceuiththeCitvofvernon-......-- ..... .....l0o,oabo\ebasepay Upon atlaining I 5 years of service ujth the City of Vemon . . .....15o,;abo\ebasepay Upon attaining 20 yearsofsen-ice \rith rheCity ofVemon ....... . . . .209 6 above base pay Upon attarning l0 years ofsen'ice with the City of Vemon an Assrstant Fire Chief. Fire Battalion ChiefaSl, Fire Ba[alion Chicf {.\)or Frre Marshal -- 25o; abore base pay Section 2: Emplolees Hired Afler JuDe 30, 1994 rnd before Decembcr 31, 2013 Upona aining5yearsofsenicel\ithrheCrr)*ofVemon...,.. ........ ..5goabo\ebasepay 20 ARTTCLE FI!'E O}'ERTIME Scctiotr l: Overtime Authorizrtioo All overtime requests must lEve prior written authorization ofa supcrvisor prior to the commencernent of such overtime work. Where prior written authorization is not fcasiblc, cxplicit verbal authorization must be obtained. Dispatched calls exterding beyond the end ofduty timc arc considercd as autlE.ized. A. Policy It shall be the policy of the Vcmon Fi.! Dcpartment to honor pcrsonnel r.qucsts for time off when possible, and dislribute ovcnimc opporturitics in a fair ard equitable manne. to all members. lt shall be the Departrnent's priority to maintain ess€nrial stafring ler€ls whcn aalitngng coverage- B. Order ofFilling Vacancies Orenime vacancies will be fill€d on a rank-for-iank basis by fir$ refeEing to thc lisr ofp€.sonnel in the same ranl as the caicy who have signed up for ovedime availability for rhar day- The individual in the same rank with the least overtime worked that calendar ycar will have the first oppoatunity to work the overtime vacancy. If that employee does not elect to wo* the ovenime shift. the persn in the same iank as the vacancy with the next least amount of overttme workcd that calendar year will have the next opportunily- This process will be followed until fie ovcnimc vacancy is filled or the lisl of personnel within the same rank as the vacancy is exhausted. In the event the vacancy is unfilled, the same process will be us€d for those personnel who have signed up as a\ailable 10 work ovenime that day who are quahfied to act in thc idnk in which the vacancy exists. If that lisl is also exhausted and the vacancy is not fillcd, ihe person that is mt 27 presently uorking and lhal is of the same rank as the racancy wilh the least mandated otertime workcd that calendar ycar shall be mandated to \4ork the ovenime shift. What O!e(ime Vacancies Will Be Filled a. Any racancy in the Fire Battalion Chiefrank lhal is lhe result ofan employee uslng racatron lea\e shall be fill.d first by a Fire Battalion Chief. lfa Fire Banalion Chiefis unable to fill the position then an Acling Fire Baralion Chieffrom rhe esrablished Acting Lisr $ ill fill the posllron. b. A \acanc) thal is lhe result ofan emplo!ee using srck lea\e ma.,- be filled al the discretion of the Frre Chiel Scction 2: ComD€nsrtorv Overtime A. For firc suppression employecs having an aliemge work week of 56 hours, compensalory time shall accumulat€ at lhe pEmium rate of one and one-half ( I %) hou6 of compensarory time for each one (l) hour of ovcnime actually \vorked rn cxcess of thc employee's regular scMuled uo.king hours for a 24 day wolk cycle- For employees haviog an average work *eek of fony (,10) hours, compensatory time shall be accumulatd at the premium i'ate ofone and one-half(l %) hours ofcompersatory time for each one (l) hour of ovenime actually worked du.ing the employee's regular work week up to a maximum accrual of480 hours. Section 3: ComDenrator\ Time Perment upotr Termination Emplolees shall be entrlled to recer\e pa\ment for all accumulared compensato4 rime upon thelr tarTnlnatton @ed Accumulated compensato+ time off ma) be taken b! an emplolee in the same manner as lacalion time as described in Anicle Eighl ofrhis \rOLl. Section 5: Leave loclusions 22 B In dele.mining an ernployee's eligibility for ovdlimc compqEation in a work p€rio4 paid l€av6 ofabsence will be included in the total numb6 of hou6 workcd. Paid l€aves of abserce includc, but are not limited to, the follo\ring: l. Holiday Leave / ln-Lieu Leavc 2. Administiative Leavc J . Compensatory Leavc 4. Workers' Coftpqrsation Lcavc (4850 time) 5. Jury Duty 6. BcreaYernmt Lqavc 7. Military Lea\e Vacation and Sick Lcave - In determining an employee's cligibility for ovenime comp€nsation, vacation and sick lcavc iLelupLbejlellldg! in calculating the tolal number ofovertimc hou6 worked in a 7{av work week. At the time of MOU ratification, th€ implementation of this provision \,!as still being analyzed. Ifthe City confirms thar calculation based on a 7{ay work week is enforceable under the Fair Labor Stardads Acl, this pmvision will be implementd affcr the Ciiy provides the VFMA wrinen notice of its confirmation, and a date ceflain on which this p.ovision will take effect. If this provision is found to bc uncnforceable, the City and thc Association agrEe to a rc-opmer to discuss the exclusion of lacation and sick lea\e counting towards ovenime within a wort wack. Section 6: Trainitrs and Rccertification Time Traioiog rime that is required is compensable Recertification time thal ls directly related to an employee s Job \\ rll be compensable ifcompleted during assigned r\ork hours or authorized lor o\enime by the Fire Chief. Seclion 7: Call Brcks Call Back dur]_ occurs $hen an employee is oidered to retum to duty on a non-regularly scheduled \rork shift. Call back does not occur when an employee is held o\er from hiJher prior shrft or is ',\orking prior to hiyher regularly scheduled shilt 23 An cmployee called back Io duty shall be crcdit€d with a minimum of four (4) hours work- Any hours worked in excess of foUI (4) hours shall be cldiicd on an hour-for-hour basis (ai time and one-half compensation) for actual tirhe worked- Whcn an cmployee is called back, hiVher wort tim€ shall b€ cr.ditcd coftmqEing upon the time fie cmployer has madc direct coniact with the enployee. SecdoDt: Non-ComoenseHe A. City Vehicle Use-Unit employees who are provided with a Ciiy vehicle to travel to and fiom work shall not be compensated in any manner whatsoever for lrrvel tiftc to and from work. Clothes{Jniform Changing Time-Unit employees are not authorizcd to wcar their uniforms or any pad tlE'reof that is distinguislEble as such unless on duty. Each employce is provided wiih a locker for hiyher pcrsonel convenience. Any employee may utilize or mt utilize the locker for storage ard changing purposes at hiyhe. o\}r discretion. Nothing hcEin prevents an ernployee fiom w€aring his/hcr uniform to and/or f.om hiyher residcnce 1o work as long as lhe badge and insignia arc covercd in a non-unit isse gament such as a windbr€aker. Time spent changing clothes before or ancr shifi is rlot considcred hou.s worked and is rbt compensabl€ in any hanner whatsoever. An cmploycc shall be allowed to make off duty presentaiions without cornpensation in uniform upon the approval ofthe Firc Chief. 24 ARTICLE SIX UNIFORIII ALLOWANCE Section l: Uniform Allon.oce On the first pay check in Augu* ofeach year, each unit emplor€e shall be paid the sum ofone Thousard Douars (S1000.00) for the purchase ofuniforms. A unil employee hired by the City shall receive an ini(ial issue ofuniforms. Uniforln allo\rance is special compensation thal shall be deemed eamed $hen pard and shall be reponed to CaIPERS as compensalion eamable. The City shall pro\ide all unrt employees all required safery equlpment, including, but not limited to, work boots. 25 ARTICLE SE!'EN BENEFITS Sectior l: Public Emolovec Reairemetrt Sistem ePERS') The Crty shall maintain its coniract with the Califomia Employees Public Retiremcnt System (CaIPERS) that provides VFMA unit employecs with the thre€ p€rcent (lolo) at 50 safety retiremcnt benefit plan. As a result of the reccnt passage of AB l,+0 Public Employee Pension Reform Act (PEPRA), new CaIPERS membcc hired on or aflcr January l, 20ll \rho meet the definition of new member under PEPRA shau b€ provided a2.1yoat57 CaIPERS retirement b€nefit plan. Uoit members idenlified as CaIPERS "Classrc Menre "shall bc rcsponsible for paying their CaIPERS nine percent (9%) employee's contribution. Unit membcrs idcntified as -Net,. Menbers" ult,der ahe CaIPERS definirion as a resuh of PEPM shall be reslonsible for paying their applicable CaIPERS employee's contribution. @oefias The City agrecs to provide additional supplernental rctirement berEfirs lo VFMA unit employees under CaIPERS as follows: . Gov't Code Section: 20042 - One Year Final Compensation: Final compensation is the average full-time monlhly pay rate for the highest twelve ( l2) consecutive months. . Gov't Code Section: 20124 - Militaw Service Credit as Public S€rvice: Employees rhay elect to purchase up to four (4) yeaB ofservicc crcdit. . Cov'r Code Section: 21574 - 4ft Level of 1959 Survitor Bcnc6rs: Provid€s surtiving spousc fifty percent (50o/e,) of the amount of retircment allowance. dependenr on option choices, lhat is in eff€ct at the time ofdeath ofretirce. . Pre-Retircmcnt Oolion 2W Dealh Benefir 2154E . @ Sick Leave 25 Scction 3: Cafeteria Plan fte City and lhe Association agee to a section 125 cafeleria plan (non-cash out), effecti!'e July l, 2016 -, -.- The City wrll adhere to lhe cafeteria plan requirements in accordance with IRS Section 125 regulations. The Crty shall pro\idc ro each employee in this bargaining unit a monthly allowance toward rhe cost of his/her medical plan as outlined in subs€ctrons A, B, C, and D belol*'. ln the cvent an employee does not exhaust nor exceed his/her monthly medical allo\aance, the employe€ shall be allowed to apply any unused ponion towards the purchase ofdenral, vision, supplcmental or ancillary plans offered through the Clty and approved by lhe Dircclor ofHuhan Resources- Scctiotr 4: Mcdic.l: The City oITe6 vanous mcdical plans to employees. The City resen'es the right to select, administer, or fund any fringe benefil programs involving insurance that now cxist or may cxist in the futurc. The City shall meet with the Association prior to any change of insuranc. camer or method funding coverage for any fringe b€nefits listed in this anicle. A. p.,MC llre !9rm of th€ Agreellent, for employces who clcct Employ€e + qq.!!y 99y9og9, t[ ,.. City agees to providc a cafereria plan contribution equal to the iotal premium costs of ille Employee + Family Low Medical HMO, Employee + Family lowest cost Dental DMO and lowesl cost family vision plan. Employees enrolled in rhe Employee + Family health benefits category lhat elect a health plan higher lhan the Low HMO hcdical, dental and/or vision, will be responsible for any applicable premium costs through a prc-ta\ paroll deduction. The City understards that this amount will vary bas€d on the premium costs that gg into effect on January lst of each calcndar year of the term of this Agreement. lf employees opt out ofdmtal and./or sion, they may use the alloiments for those resp€ctive coverages toward excess medical premrumS. B. puring the Ierm ofthe Agrecmenl, for employees who elect Employee-Only, Employ€e + $9rl$-_ ..'.-- and Employee + Childrcn tiers, the Crty agrees lo provide the same flat dollar cafeteria contribution for medical, denlal and vision benefits that thc City is paying as ofJune 2016 for these employae health group ners. That arnount is Sl,l0Oper month. Employees who elecl one of thesc tiers must pay for thclr denral and usion benefis from this cafeteria contribution. The Formattcd: Font: 'l'lme5 New Roman t 5 hr'€s Foflrattld: No.rnal, Ind€n! Fi6t hner 0', Sp&6 8efo.s o4d,After: opt, Lhe f-i".-"tt d, se"* B"r"..iG-----l Fofrr5Uad: tlontal, luqtof'€d, Spaae Be{o.e: 0 4 pt, LrrE $acru: l-5 hn€6, Numh€red + L6/el: I + Numbering Style: A, B, C, + sta( at: t + Arqnn1errl teft + Algn€d at 0 25" + lnd€nt at: 0 5' fattlanarr: llErnal, lullfi€d, Space 8€{o.e: 0.4 9t, LIE sp ing: 1 5 lirl€s, Numb€r€d + Let/el. I + Numb€nrp Shde: A, B, C, + S[ad at: I + AliJnmert L* + Ali:rEd at: 0 25" + Indert ar: 0 5" parties understand and aglee that this amount \Nill remain fixed during lhe term of rhis Agreement. Provided, howeve( should rhc total premium cost of lhe lowest cosl medical HMO, lowest cost Dental DMO, and lowest cosr vision plan exceed the cunent flat rate dollar cafeteria contribution fo. medical, dental, and vision benefits for any of the tiers, rhen the conrribution for that tier will be raised to equal the total premium costs of the Low Cost Medical HMO. lowest cost Dental DMO, and lowest cosr vision plan for that tier. Employe6 that elect a health plan higher than the applicable Ciry conlribulion will be responsible for any applicable premilm costs lhrough a pre-la\ paymll deducrion- If employecs opt oul of dcnlal ald/or vision, they may use the allotments for thos€ respcctivc coverages loward excess medical premiums. for unil emlloyees enrolled in th€ HSA PPO plan, the City shall pay up to th€ city contriburion- ,-_ for th€ir s?ecific rier as set fonh in A and B above rcduced by an annual amount of S1,000. ln addition, for each employee enrollcd in an HSA PPO plan, annually the City shall make lump sum contributions to a health savings account (HSA) as follows Sl,J00 in January, and S500 each in March, June, and SErtemb€r. Thc cost of any HSA PPO plan s.lected by employees that exceeds the City contribution amount shall be paid the employee through a pre,rax palroll deduclion. Famly plan during any open enrcllment pcriod or upon a qualirying evcnt es prescribed by rhe Ciry's insuiance provide.. phould employees represented by the Vemon Firemen's Associalion enhancements to the extsting medical ben€fiI program between Julyl, increase will be prorided to employees represenled by the VFMA. (VFA) rcccive across-thc bard- -- 2016, and June 10,2019, a like Fo.m-ttad: I'lo.rnal. lustfi€d, Ifttsnt: Ld: 0', Sp*€ E€fae: 0.4 pt, Aftcfl 0 pt, Line 1 5 lin€s Secdotrs: DG.td: I]s!i! sffqrc! pJqridc! aiclralilrscJ4lecd4tr rqetop!.oJrcs- I[|![e_c]!!1t-an-e!!!l9yLd9es_na! ereqc{irslbsns lrusrplarel r!1Ed!sa.!_a!!s!3!ree _lhrqDplpyee rh4t_Ec_a-l!9tu€d lsapply_any !4!Erd p!{ia[1ot!!a-td the pur+aE qflc alEsuajss&r hinrslfhrrlEl[and rlialhlejgpod_eJr! Jllelsstof tq|ll ttqr: il nEl,I6!i'ed, Spc 8efc.e:04 r,t, UlE sp-rpr 15lines, Numbered + tet/el: I + Numteanq Styte: A, E, C, + ga.t at: I + AlgnnEr. tEii + al'gn€d ar 0.5" + Ind€rt at: 05' F.'rn tbd: ibrllal, JLdfed, Sre Befcre: 0.4 pt, Att€r: 0 pt trE gdiu: r 5IrE,l|unbr€d + te'rel: I + Nu,rtainq St!y'e: A, B,C, + sffi.t r + {ilnaEnt teft + AriJrEdai: 0.5' + Ill(br at 0_y aDllarr s_el_ecled b! tltg qllplo\gc lhale\ceeds hi!lEr !!ontIlleltlplg)er [1q.dtqal a[o\UrrEjLallUe paid bt $9 eqrp.lar-ee tlrsu-g} arreilal!+ro-Ll deductra Should employees Eprescntd by the Vemon Fircmcn's Association (VFA) receive across-the board enhanccmcnts io th€ exisling dental b€nefir p.ogram bdwccn July l, 2016, atd Junc 30,2019, a like incrcasc will be provided to employees rEpresented by the VFMA Secaloo 5: Vi.iotr: Thc City of Vermn pmvides a vision care plan to employccs. The City shall pay l0O% of the cost ofsuch a plan for cmployees only. Employe$ shall havc the oprion ofpurchasing vision care fo. thei. dependeots at a cost of $6.95 for one dependent o. SIJ.95 for two or morc depcndcnts. ryoy€€s-fiat+rrr€Sase theffihl'-ned+eeHl,o*oi€€; ln the e\clr an rntplqEg dqgs na! e\re!4!tis heJISIlh!) grrplo!!r oedical al!o!Lal!!-!!qerr1!lojgqllall=be a.l!srted !s alpl) arU unqsgdronio,q ro$ ards rhe purcErsg qf add i tiqlalgrlr! d Ld e q! cr!ge&r\1s is! !a re l{lliternizcd b€ncfx amounts sp€cifi€d in rhrcity of Vcmon Vision Plan (CVVP) tlEt.fdl beloq9!!0 - -. shrll b€ raisrd to S I 50. Should cmployces reprcscntcd by the Vernon Firerncn's Association (VFA) rcccilc acroseth€ board cnlunccments to thc cxisting vision b€nefit program betwcen July l, 2016 ad June 30, 2019, a like incrcase will be providcd to cmployees represenied by lhc VFMA S€cliotr 7: Llfe lNurrtrce: The City providG a life in$rance plan to employees. The City shall pay 100% of tlE cost of such plan for employe6. The City's agre€ment to pay full or partial costs of said prEmiums shall mt crEate or ripen into a vested righ for said cfiploycc; however, the City shall be obligatod to pay the cost or provide said m€dical, de'ntal, vision, and life inmrance benefils as descaib€d so long as ihis MOU rlnlains in efrect. Saclioo t: Iraf.rrcd CoDE!..tion f6rr|atted: Foot: ]_rtrEs New Roman FornEttad: I\io.nral, Left, space after: 0 pt, Une sp*irE: 1.5 lhes fsmattld: Fonti ]'imes New Roman 29 The City shall continue to administer the existing 45? defenrd compcnsation program for all unit employers- Scction 9: Educrtion Relmburc.n|c[t The educational reimbuBement prcgram is a financial assistance program that offcrs rcimbuEements for tuition, fees and books up to a maximum ofs2200 p.r fiscal ycar. Thc fiscal ycar is July I through June 30. Employees arc ehgiblc for this assistarre aftcr 12 months of unintcrruptcd cmplolment with the City of Vernon. A grade of-C'or bener (or'!ass.' if on a pasyfail basis) is rcquired for rcimbursement. A request fo. reimbursement must be .nade within 60 days of receifl of grades and should include the following: . copy of the linal grade report, a copy of cxpcnsG for ]uition, fces, and books; atd a complct€d and sign.d fuition reimbursement form. Sectionl0: Other CIta Emplor.c Proar.tr|r VFMA unit employees arc cligible io panicipale in all Ciiy-sponsorcd programs passcd by City Council Resolutions rhat are interded to bcncfit all employccs in the areas of, but not limited to, thc following: . Buy back ofmilitary leavc for PERS Gdrcmcnl timc-Cov'i Code 21024 . Computer loar purchasc plarFResolulion-2o1 l {7 . Lrfe insuiance . Corective eye surgery plan-Resolution 201 l-65 . Hearing aid device plan-Resolution 201 li6 . Family Medical Lcave Act (FMLA) . Flexible Spending Account (FSA) S€ctioo llr Retirec'i Medic.l Employees must retirc fiom the City of Vemon under a CaIPERS Benefit Formula (i.e. Age 50 or 57 Formula) to be eligible for Retiree Medical/Dental Benefils. The Crty shau pay up to Sl,l00 per rnonth rowards the employee's HMO medical and dental insurance premium for the employee and hls/her eligrble spouse in lhe clas$fications reprcsmted by the Vcmon Fire Managemmt Association who have bcln cmployed for a minimum of twcnty (20) years of conlinuous service wirh the City of Vemon. The ma\imum Sl,l00 City contribulion shall be applied 30 only to\rard a city provided HMO medical and dental prefiium plan payment and shall have no cash surrender value. The City will pay the cost of the HMO medical and dental premiums for those retired employees wiih qudirying yca6 ofservice and age r€quircments, and offer rhc PPO as a -buy-up" oprion, for which qualrying retircd employees shall be responsible for the differ.nce in prcmiuIn cosr. The City's contributron toward the Retiree HMO Medical/Dcntal Benefit Plan shall continuc for said retired employee and eligible spouse up lo rhe age ofsixty-five (65). Upon reaching thc age ofsixty-fi!€ (65), tlle reiiree and/or eligible spousc shall apply for Medicare colerage, wherelpon lhe City's insurance shall become supplemental coverage. The City shall pay up to l00o/o ofthe cost to providc any Medicare supplemental medical and dental insumnce plan offered by the City ofVemon, not to cxcced Sl,l00 per month. The City will not be the primary insuEnce carrier once the retirca and/or employee reaches lhe age of srxty-five (65). lf the relir€e or eligible spouse fails to timely obrain and maintain Mcdicare coverage, the City shall not be required to providc any medrcal/denlal bcrEfits until such Medica,e coverage is obtained and maintained. The marimum Sl.l00 City contribution shall be applied only towards a Cily sponsored Medicarc supplemenlal medical and dental premium plan paymenr and shall ha\c no cash surrender \alue- All retired employees with a minimum often (10) yea6 ofcontinuous uninterrupted sen'ice with the Ciry may pay the City's premium cost for mcdical ard dental insuiance up to lhe age of sixty-fi!€ (65) after which time Medicare will b€come the prirnary insurarce carrier. The retired cmployee may remain on the Crty-s supplemental insurarce to Mcdicare at hiJher cost provided the retiree has timely obiained and maintalns Medicare coverage. Should the retired employe€ fail to pay his/her requircd cost of Ihe insuiance premium for the City's medical/dental benefit plan for any thrce (3) consecuti\e months or, should the coverage othcn*ise lapse for any reason other than City's non-payment. lhen the Crty's obligation to maintain the retire€'s medical/denlal benefit plan shall automarically rerminate lrithout lhe nced for funhcr nolice. Eligible retired employees and spouse may opr not ro enroll in lhe Ciry's medrcal and,/or dental insurarce covemge and instead receile a monthly reimburserhent for prcmrums actually pard up to the City HMO medical /dental value up to S I,100 per month as permitt€d by lhe Public Employee Pension Reform Act (PEPRA), Once a relired employee opts not to enroll in lhe City's medical and/or dental insurance, he or she wrll not be allowcd to re-enroll. All othcr existing qualificrs in Aniclc Scven, Section I I shall slay in effect, 31 ARTICLE EICHT vACATION Sectiol l: V.crtior Time A Annual Accrual For 56-Hour Personnel . 9 years or less: 13 shifts (12 hours perpaypenod) . l0 - 2:l years: l5shits(11.85 hours per pay period) . 25 or more: l6 shifts (1,1.77 hours per pay period) B- Annual Accrual for 40 Hour Personnel . 9 years or less: 120 hours (4.62 hours per pay period) . l0 24 years: 160 hours (6.16 hours perpay period) . 25 or more: 170 hours (6 54 hours per pay period) C Policy A Maxlmum of I platoon personnel per shlfi shall be permitted offon lacation lea!e. D- Carry Over ofVacation Leave Employees are permitted to carry-over one year's annual accrual from calendar year to calendar year. At the end oferery calendar !'ear, employees \r'ho have accrued vacalion hours in excess of their permirted carry-o!er shall be paid rheir regular rate of pay of all such exccss hours. Sectiotr 2: Vrcrtiotr Leeve - AdmiDistrrtirc Persotrtrel 32 At the time an employee is transfened to the administrative work sch€dule, his or her vacarion leave balance shall be convened from the suppr€ssion work schedule rate to thc administrative work schedule rate by dividing the accrued balances by 2.4 (erample: 90 hours ofnrpprcssion vacation time - 2.4 = 37.50 hours ofodninistrotive vocation timel. Said convened balances shall be availablc for employee's use while assigned to ihe adminisliative work sclredule in accordance with applicable policies. At the (ime an employee is rctumed to the suppression wo* sch€dule, his or her vacation l€avc balance shall be converted back to suppr6sion hours by multiplying the hours by 2.4 (exonple: 37 50 hours oI administrotive vacation lime X 2.1 = 9l) hours ofstppression vacotio,,itne). Said conveated balances shall be available for employee's use while assigncd ro the suppr6sion work schedule in accordance with applicable pohcies. Should an employe€ separale during the time oftheir administiative assignmenl, ihe accrued balance shall be con\ened back to suppression hours by multiplying th€ administratile hours by 2.4 and paid out at thc suppression hourly rate. (exarnple: 37 50 hotrs ofadniaistotive vacation rime X 2 4 = 90 hours of s ppression vacalion tide). 33 **Ft€l,N HegtD*+€. {r."rtt:d,c"lEd-----------l . { tffi, C"r""41i",rdr$ irrt" -l iltn€dr€rely{ollo*ingJclyl-- {F"nrea:crt.d -_-l De?o"Fe6+ - { ftnfr, C-I".d, Li. rFdrg. iEE _-l p.eliodillt#€+ 't He er she shall m i6te uf,d€"stofldifl+ 34 d€f,ie+ YFMA. 35 ARTTCLE +E$!IE SICK LEAI'E Scction l: Sick Lea\e Unit eftployees only receive sick leave accrual while thcy are in a paid status. full-time Platoon persoln!! e99![!9 9!9\ !!!!r9 et the rate of 5.54 hours per pay period ( 144 hogn alrlBlty)a,--- Upon reaching (he cap ql ljlfo, employees will con(inue to accnre sick leave provided, however, in lhe final pay period in December each year all accnred sick leale in excess of lr140 hours shall be cashed in at fifty percent (500/6) ofthe employee's regular rate ofpay. Pan-time ard temporary VFMA employees (excluding CaIPERS retired annuitants) working for 30 or more days within a year shall be entilled to accrue paid sick days at the rate ofone (l) hour p€r every 30 hours work€d. Employee shall only.eceive sick leave accrual *hile they are in a paid slalus. Full-time forty-hour (,l0-hour) persoturel accrue sick time at a rate of 1.96 hours pe. pay period (l0l: hours annually). Upon reaching the cap_q[-M9, employees will continue to accrue sick leave provided, however, in the final pay period in Dccember each year all accrued sick lsave in excess of 1029 hours shall be cashed in at fifty percent (50%) of the employee's regular rate of pay. Pan-time and temporary VFMA employecs (excluding CaIPERS rerired annuitants) working for 30 or more days within a year shall be entitled to accrue paid sick days at the rate ofone (l) hour per every 30 hours worked- Employee shall only receive sick leave accrual while they are in a paid status. seftee-,*ith rnor+ahaF f+J€a6 of ser+r€e€red* *i+ 5a con?eflJatedit +{)Oq. gf rlle+eirlfear Pai sn*-.]?ave.l1or1r}a*eF €+li.forni+€o+€m*en{€odes<erio+f €s6i Fo.mattEd: SodyText l,btl, Lrr€ +acing: 1.5 lir'€s, Tab lop' I'lot at -0.83" + -05'+ 0"+ 1.r3"+ 1.88'+ 234" + 27E+ 3 + 3-25" + 3.75" tF..".tt"d' B"d./T*t rDtI r'rd".t1"ft 0"-l ;ofln tEil: Sody T€rt l,btl, tirE spacing: r.5 rE, Tab srDF: tl(i .t {.Al' + { 5' + 0" + 1 11'+ 1.88' + z9 + 2.r5" + 3' + 3.25 + 18 36 B 1 lfan employee resigfls from the City with 20 yerus o. nrorc ofcontinuous service, he/she will be compqEated for all unused sick leave hours in hiyher sick lcave bank at th€ time of separation at 50oZ ofhiJher then curent regular houdy rate ofp8y. C L lfan employe€ rcrires from thc Ciry with at least 15 and less thrn 20 ycaIs ofcontinuous senicc, he/shc will bc comp€nsatcd for all unuscd sick l6\c hou6 in higlEr sick leave bank et the lime of s€paration at Joplo ofhiyhcr lhcn currmr rcgular hourly rarc ofpay. D.C lf an employee retir€s from thc City wirh 20 or inorc years ofcontiluous service, hdshe will be compensarcd for all unuscd sick l€avc houE in hiyh€r sick leave bank at the time of s€paration 4 100% of hiyhcr thcn currcnt rlgular hourly rat€ of pay. tD An employee who is absent on sick leavc for.nore than on. (l) cons.cutivc shift willb€ requircd by his or her sup€rvisor to p.ovide a physician (or Chiropractic/Physician Assistanl) note in order to be paid for the sick leave. Should employees rrpr6enrcd by thc Vcrnon Firrncn's Association (VFA) amend their MOU confi-act language rcgarding Sick Leave between July I, 2016 and June 10, 2019, the City and thc VFMA agrer io amend the VFMA MOU to incorporatc srch changcs. Section 2: Sick Lerve Coovergion At the time an employee is tmnsfened to the administrative *ork schedule, his or her sick leave balancc shall be converted fiom the suppression work schcdule rate to th€ administrativc wort schcdule idte by dividing the accrued balance by 1.4 (exdmple: I l2 hou6 of sepession sick leove + 1.4 = 80 hours of administraive sick tide). Said converted balances shall b. availablc for .mployec's usc whilc assigncd to the administrative work schedule in accordaflce with applicable policics. At the time an employee is re(umed ro the supprcssion wo* schedule, hisor her sick leave balance shall be converted back to suppression hours by multiplying the hours by L4 (exomple: 80 hours of admuistrative sick time X I 4 = I I 2 hours ol suppression vacation tirne). Said convmed balancG shall be available foremployee's use while assigfled to the suppression work schedulc in accordance with applicable policies. 37 Should an employee s€parate during the time of their administrative assignment. the accrucd balance shal I bc convened back to suppEssion hours by multiplying th€ administr.tive hours by 1.4 and paid oul at th€ suppr6sion hourly ratc. (e.ranple: 8l) hours ofadministrative sick time X I 4 = l12 hon.J ol eqpression sick timel. 38 ARTICLE EI,f,+ENIEN LEAI'E BENEFITS S.cdon I: Juic DEtv A. All regular full-iimc employcG summond to s€rvc on jury duty shall bc pmvid.d "Jury Duty Pay- and thcG shall b€ no loss of compcnsation. An cmployee will bc compcns.tcd up to two wceks at full pay for jury duty. Thc cmployce Inust provide notice of thc expectcd jury duty to his or her s.pcrvisor as soon as possiblc, but in no casa lat6 than 14 calendar days bcforc dlc expcctcd start date of fte jury duty. B. An employee on call for jury duty is eipcctcd to repon to wort. An cmployce who is called in for jury duty will be requircd to retum to work as soon as thcy are released fiom jury duty. All employe€s shall obtain verification of rhc hours ofjury duty p€rformed using verification forms as may be supplied by lhe coun. Employccs rel€ased from th€irjury duty obligations shall notiry their Supenisor. For the purposes of this section. -rclosed ftorrl jury duty- stEll mean that the cmployee is rclieved from jury duly for tlre day and not rcquired to rcport for jury duty the following day. Except as herein provided, employees shall remit to the City any compcnsation rcceived for those days while on jury duty and shall receive regular pay for the tiine s.rved. Employe$ shall b€ rcimbu.sed by the City for th€ mileage portion of the jury duty compcnsation. Jury duty pcrformcd on an employe€'s regular day off shall not be compensaied by the city and the cmployc. shall bc entitlcd only to the coun's compensation for duty performcd on such employee's rcgular day off lf an employee is r€quircd to s.nc on a jury for a period longer lhan two w.ekq thc employce shall be enritled at the employces' olrtion, to us€ any accrued leave time, oth€r than srck rim€, during the period of ertcnd€d jury service. The enployee shall continue to rtcciv. all paid benefits, ard shall continuc to accruc cligiblc lcavc benefits. C. Sectior 2: Bcrcavcmctri kava Permanent full-rime employe€s, regardlcss of pcriod of scnice, may in the etent of d6th or if dcarh app€aB imminent, of any "immediate family member" as dcfincd bclow, including the equiralenl relatives of a registcred domGtic panncr, be allowed up to fony-eight (48) hours ovcr two shifu of bereavement leave without loss ofsalary. An employee shall not be granlcd paid Bercavement L€ave for morc lhan 48 hours in any sir-month period for the same family mcmber. Relatir e All Resular Emplovees Spouse 48 hours chitd 48 hours Registered Domestic Parmer 48 hours Step-Child 48 hours Parent 48 hours Step-Parent 48 hours Mother-in-law 48 hours Father-in-law 48 hours Grandchild 48 hours Srep-Grandchild 48 hours Crandparent 48 hours GrandparenFin-law 48 hours Brother 48 hours Sister 48 hours Srep-Sister 48 hours Step-Brother 48 hours Daughter-in-law 48 hours Son-in-lau'48 hours Brorher-in-lau *48 hours Sister-in-lau *48 hours 'Brothet-in-la$ and sister-in-law are defned as the spouse ofthe emplolee s sibling or the sibling ofthe enplovee's spotse. 8. The b€reavement leave begins on the first rcgularly scheduled workday as rEquested by the employee. lf the employee leams of the death while at work, he or she is entitl€d to leave work immediately; this partial day leave will not be counted towards the bereavemcnt leave. C. Bereavement leave must be authorized by the Depafiment h€ad and must bc utilizcd within fiflccn ( l5) days ofcmploycc lcaming ofthc d€ath, or ofthe date of fores€q immioent d€ath of the immediate family member, unless sp€cial circumstances rcquire that the leave bcgin at a later date. Such requests to the D€partment h€ad shall b€ made uithin l5 days ofthe employce leaming ofthe dearh or of the date of foresecn imminenr d.ath and shall not bc unrcasonably denid. 40 Representatives may be selectcd by rhe Depanment head lo attend with pay the funeral ofa co- worker in said department on behalfofthe Cily if the funeral of rhe deceased co-worker occurs during working houE; provided the funer.l is held within a reasonable drstance of City limirs. Employees will be allowed to utilize their tacalion time, any compensatory time, or any -in hcu" holiday Ime that is due to the employee, in order to lcngthen such barcaverhent time. The employee shall fumish satisfactory .videncc of such death or critical illness lo rhc Fire Chief, if requested. 41 ARTICLE T\T EtI EELEvE\ *o^*rarrr; Secaion l: FLSA Work Period The FLSA $ork period for unir employees assigned to a daily work schedule of t$ent!, four (l.l) hours shall be a fixed and rcgularly recuning Irork period ofl$enty-four consecutire days (576 hours) Sectiotr 2: \{ork Scbcdules A. Phtoon PersorDel Unit employeG assigncd to a 56-hour work week shall *ork a 48/96 work sch€dule that consists of t\,ro clnsecurivc 24-hour shifts followed by 96 consccutivc hours off, on a rotating thrcc platoon basis (A, B & C Platoon). Employees tlBl wo* such schcdule average 56 hou6 a wcck and I l2 hou6 perpay period. Unit employees assign€d to rrork a 4E/96 schedule shall begin wo.i at 0700 hours and teminatc at 0700 hours follo\ling two 24-hour p6iods. B. 4o-Hour Persoorcl Unir employe6 assign€d to work a 4o-hour *ork wcck shall be assigned to a 4/10 schedulc that corLsists of four (4) consccutive work days of ten ( l0) consccutivc work tEurs each, inclusile of paid brcaks and an unpaid .Jo-minutc mcal period. followed by three consecurivc days oII, each week. Unit cmploye6 on such schcdule shall bc assigncd to wo.k Monday through Thursday berween the hours of 0700 to l7l0 hours, unl6s an ahemate scHule is approved in writing by the Firc Chicfand VFMA. Scctiop 3: Shift Tr.des The practice of shin trading shall b€ voluntary on bchalf of each employe€ involved in the rrade. The liade must te due to lhc employee's desire or need lo attmd to a personal mattd and not due to the dcpartmenas operations. Thc employce providing the trade shall not harc his/he. clmp€nsablc hours increas€d as a resuh of the trade. nor shall the employce receiling the trade harc his4Er compensable hours dacrcascd as a rcsult ofthe trade. lf onc individual fails to app€ar for the other (rcgardless of the rcason), thc p€rson who was sch€dulcd to wort as a result of the shin rade will b€ lisrcd as abscnt without lcavc ard may be subject to dis.ipline. Any premium pay or other extra compcnsation shall conrinue to accrue only to th€ person originally entitled to the premiuft pay or extra compeGation. Any hours wo.kcd bcyotd thc nonhal work day will b€ credit€d to the individu.l actually doing thc wo*. "Paltacks: of shift rade are thc obligation of ihe two employ€es involved in thc Iradc. Pay-brcks are to b€ compleied within one (l ) calendar year of the datc ofthe initial shifl t-ade. Any dispute as to the paybacks is to be resolv€d by the involvcd cmploycG, and under no circumstances will thc department b€ obli8al€d for any funhcr compcnsation whatsoevs to any of the involvcd cmploycE. The department is not reslonsible in any manncr for hours owcd to employees by other employc6 that leave the employment ofthe Crty or arc assignd other duti6. A record of all initial shifl trad6 and "paybacki'shall be mainlain€d by thc involved cmploycG on forms or computers pmvided by tlle Depanment. S.cdotr 5: EadY Relief The practice ofearly shifl rchcfshall bc roluntary on behalfofeach employee involvcd in the rcli.fl Thc employee providing the carly rchcf shall not have hir/hc. compensablc hours increas€d as a rcsulr of th. early rclief; nor shall thc cmploy€r rclicvcd eady havc histcr comperrsable lrcurs decrc3sed as a rcsulr of the early reliei "Paybacks" of cady rclief hours arc lhe sole obligation of the two employces involvcd in rhc €a y rclicf. Any dispute is to be resolved by the involvcd cmployees, and undcr no circurnstanc6 will the Department bc obligatcd for any furthe. compensation whatsocvcr to any ofthc involved crnployccs. Thc Dcpartrnenl is mt responsiblc in any manne. for hours owed to employees by othcr cmployccs who lcavc the cmploymenr of th. City orare assigned other duties. 43 ARTICLE +I{|*FCE*TTT'EL1'E GRIEVANCE PROCEDURE Vemon has adoprcd a gfievance p.ocedure applicable to all Frrefighr6s containing thc following principlcs: A grievance shall be defincd as an allcgation by an employee or the Association of misinterpretation, misapplication or vrolation ofa panicular provision ofthis MOU, City polisy, rulc or past practice. The grievance proccdurc shall not bc us.d in conn€ction with an impasse in collective bargaining, nor with disciphnary actions or othcr maners fo. which appeal p.oc.dur6 exist under the Discipline and Dis.iplinary A(ions anicle hcrcin, or pursuant to starute. DAYS "Days" as us€d herein shall b€ defincd for thc purposes ofthe Article as any day in which Crty Hall of thc City of Vemon is open to the public for thc general conduct ofbusirEss. GRIEVA\CE PRESE\TATIO\ A\D PROCEDT RES .Employees shall have thc right to prescnt. their own gricvance o. do so thrcugh rcprcs€nlah !€. therr Associalion-;qmatLd: Fglt: ]lnE New Rorian FqrDtLd: tlo.hal, lustfi€d, L]ne spac'ng: t.5lnps fo.mattad: Font: ]inEs New Roman fonMtt d: flo.nBl, lustfi{rd, tne sp.ong: I 5 lnPs lqrievances shall be process€d on standard forms provided by Ihe Dq,anmcnt of Human Resources ard. -. shall contain information $hrch (a) idcntifics rhe agg eved. (b) contains the sp€cific nature of thc gricvance, (c) irdrcates the lime or placc of its occuEmce, if known, (d) states the anicle(s) ofthc MOU, City pohcy, rule or pasr practice which have been violated. misinrerpreted or misapplicd, (c) indicares rhe peEons contracled ar th€ informal stage, if applicable, and (f) states the correctivc action desird. Crie\ances may be submincd ria email, so long as the employee attaches the grievance form to the cmail by lhe required rime line. If an cmployee includes aflachments ro rhe gde\ance form and rhosc attachmenls are not included in th€ email or in-pefion submissron. the City shall notiry the ernployee thar all atlachments were not included and thar the dcadhne for rhe City lo respond to the grielance will mt b€gin to run until all lhe attachments are received. Failu.e by management to reply to the employee s grietance lrithin the time hmrrs specified- _ aulomatically grants ro rhe employcr rh€ right to process the grielance to the next level. Failure by managemcnt lo rcspond shall be rg,oned to the Human Resources DirEctor by eith€r the aggncvcd employee or As"socialion Repres€ntafire. Ilan employee fails lo appeal from one level to the next \,r'ilhin foflEtt€rr: Font: 'l'intes NeP Rornan ffi: Xornal, I'riofEd, Lr.E spaing I 5 lirE3 44 thc rimc limits establisH in this g cvance proccdure, th€ grievance shall b€ considcrcd senled on the basis oflhe last decision, and the grievanc. shall rpr be subject to further appeal or reconsideration. All time periods specilied in this proccdurc may b€ cxtended by mutual wrinen (including cmail) consent ofthe aggriev€d employee(e), Associarion rcpr6entari!e and the Human Resources Drr.cror- I\FOR}IAL PROCEDL RE -Within el3hF$glfgl I 18) days of the date th€ employc.(s) knew or rcasonably should have kno*n of rhc._ - incidot giving risc to lhe grievance, the employcc may disqrss th€ complaint with his/her imftcdiate supervisor. Employe€s arE etrcouEged to discuss complaints wiih th€ir immediate supervisor in an atiernpt io rcsolve the g evance al the lowcst possiblc st.p. An employ.e, al his or hcr sole discrction, may opt lo skip thc lnfonrlal Procedure rcsolution pmcess and insl€ad go dir€ctly to Slep One. lf an cmploycc chooscs to procced with the Informal Proccdurc, hc/she or thcir As-sociation rEpresentatile shall inform thc Human Rcsources Dir€ctor, within one day of initiating the Informal Procedure, thal h€r'she has iniriarcd thc lnformal Procedurc and thc datc rhe infomal grievance was first discusscd with his/her slpervtsor. Within e€Sr-t\elre (l:8) days of thc discussion with th€ employec, the supervisor shall rcs?ond in *riting io th€ employec's complaint. lfthe employee is dissatisfied or ifthc supcrvisor fails to rtspo.d, thc .mploye€ shall hare access to ihe fonnal Iriet'ancc proccss dcscriH b€low Step Ooe - Deprramcnl H€.d The aggricved employcc shall presqtt in *Titing as prescribcd above his/h€r grievanc6 to the Fire Chief \xithin reftlsel\e (-12+0) days ofthe dale the employe€(s) knew or rcasonably should ha!.c known ofthe incident giqng ris€ to the gielarce. The Association and/or crhploycc(s) waives the right to procecd with the gricvancc if th€ grievant does not initiare thc prficdurc by this dcadlinc. Within !!S!-!!l.e (I2+0) days, the Firc Chief, or the designec of the Fire Chief, shall meet with thc Associarion and employee(s) to hear the grievance. Within +S{-h\ el\e (llt} days of hearing the grievancc, thc Fire Chief or designee shall prcscnt hiyhcr dccision, in \rriting, to the Association and/or crhployee(s) with copies to the Human Resourccs Director and the City Adminislraror. If the Union or cmployee(s) is not satisfied wirh the resuh of rhc mccting with the Depanmerl Dircctor, rhe grievant may submit a writtcn rcquEr, within eigh{-!!3!tg(If8) days of rhc n-ritr€:i decision of rhe Depanment Dirccror. rhat lhe matte. be heard by thc Ciry Administrator or d€signee. Ffinraltarr: Fo.'tr ]inEs ltew Ron'an fofliatt ar: I!o.nBl, )unnEd Srep Tlvo - City Adminlstrrtor/Adviiory Arbitrrtion lfthe Association or employee(s) is not satisfied with the .esult ofthe meeting with the Fire Chief, within ei-shFt}g[g(I]$) days the gievant rnay submit a wriner! request, within e{€}+t}drgG28) days ofthe u,ritten decision ofthe Depanment H€ad, lhat the matter be heard by the City Administraior or designee, or the employee(s) and/or Associalion may choose to have the ma(er heard by an impanial he.aring officer (arbihator). Should the mafler b€ submined directly to the City Administrator or designee, h€/she shall meet with the. Association and,/or employee(s) within ltlelrlref, (ll+0) days of receipt of the grievanfs written notice. If the Association and/or employee(s) elecls to have the maner heard by the Ciry Administrator or designee, the Association andor employe€(s) waives the righr to have the maflff heard by an arbitiator. Within 1!slEer_Lhr (lflt) days of hearing the gievance, the City Administrato. shall providc hi$t€r decision, in writing, to the Association and/or employee(s). The decision of the City Admrnistrator shall be final ard binding. Ifthe Association elccts arbrtration. costs of the arbitratron shall be shared equally ber*eefl rhe Association and the City. A coun repo(er shall be retained only by mutual consenl of the panies. The costs ofthe arbitration, including the court reponer, shau be divided in half(i.e. 50/50) by fte panies. Aftorney fees, stafftime and wirness fers shall not be shared bet$een the panies aod shall be paid by the party that incuared lhe cost. Ifthe Association elects aditration, the City shall request a lisr offive (5) arbitrators registered with (he American Arbitration Associatiorl Califomia State Conciliation Sen'ice or some other mutually agrced upon source \r'ithrn ten ( l0) days ofth€ Association's rcquest. Upon receipt ofrhe lis1, the panies shall altemately slrike names from the lisl until a final name is selected as the hearing officer, with the Association striking 6rst. Thc selected arbitrator shall sene as the hcaring officer. All adirrarion proceedings arising under the Crievance procedure shall be govemed by the pmvisions ofTrtle 9, Pan I, of the Code of Civil Procedure of rhe Slate ofCalifomra. Within ten-!]!g[g(I]+4) days ofrecerpt ofthe arbitrato/s rccommendation, the City Administrdtor shall provide his/her dec ision, in writing,lo the Association and employee(s). The recommendalion ofan arbitrator shall be advisory to the City Administratoror designee. The decision oftheCity Administrator G;tt d' r,.tr"d-- l shall be final a.d bi.din Ciul Procedure seclions 109-1.5 and 109,1.6. All time limirs spccifid in the forrgoing proc€durc may b. waiv€d only by mutual rrincn agrelmcnt. lhould cmployecs rcpr€s€nted by th€ vernon Firencn's Associatior (vFA) amcrd.thcir MOU contract, ti-'Eu.d' F""fit er -------_-l languagc rcgarding Crievance Pmccdurcs bctw€:cn July l, 2016 ard Junc 30, 2019, thc City and the VFMA agrc€ lo amend the VFMA MOU io incorporatc such changes. 41 ARTTCLE+:@MfEEJ DISCIPLINE PROCEDURE A. DISCIPLINARYACTIONS l. The tenure of ever) City employe€ shall be bascd on reasonablc standards of personal conducl andjob performance. Failure to meet such srandards shall bc grounds for app.opriate disciplinary actioq which shall be commensurate with the scriousn6s of the offense and wilh consideiarion of the employee's persoMel file. Progressive drsciplnc will bc us€d; howeve], this does not p.eclude the City from taking disciplinary actioG np to and including tcrmination, for an incident for which there is no prior documentation as long as the disciplinary aclion is warranted and is bas€d onjust cause. 2. The following proc€dures shall b€ follo\red when, in thejudgrhcnt ofthc Dcpanment Dir€ctor, an employe€ has committed an act oromission thatjustifies discipline. The Dcpartnent Director or his/her designee shall advis€ employees ofcontemplated disciplinary acrions in wriring and allo$ the employee an opportunity to r6pord to such chargcs prioa to taking fiml action. a. Disciplinar) acdons should bc documcntcd in the cmployee's oflicial pe.sonnel file. Performance deficiencies documented in the employee's pcrformance c\alualion as -docs rlot meet standards" may be lhe basis for disciplinary action if fte cmployee fails to corect those performarce deficiencies within the time period desigiared by his/her supervisor. To the extent possible. performance deficiencies or other caus€s fordiscipline will be documented in the employee's personncl file. b. Upon the Crty receiving authorization from the employee, the City will providc the Association with all $rinen notices of discipline given to employees represemcd by Association. The *Trtten notice ofdiscipline $ill also inform the employee thar h.r'she has lhe right to consult wilh the Association $rth regard to the disciplinary action being raken. c- Nothing in this anicle shall precludc the Firc Chiefor hiyher desigflee from ordcring an employee to coopeiate uith other agencies involved in criminal inlestigations. If an employer fails to comply with such an order, the employee rnay be orlicially charged with insubordinalion. B. PRE-DISCIPLINARYPR@EDURES Prior ro the discipline ofany permanent employec, the following prccedures shall be followcd. Thrs process shall not be applcable to performance evaluations or verbal counselinEreprimands. Writtcl Notice of Prooo.ed Action Written notice ofthe proposed disciplinary action shall be given to the cmployec. Such notice shall include the proposed effectivc date of the discipline, a statement ofthe reason(s) for thc proposed acdon, including the rule or stardard ofconduct allegedly violat€d, lhe proposcd discipline and the chargqs) being considered. Emololec Revlcrry The ernployee shall be suppli€d with a copy ofthe documents or materials upon which thc proposed disciplinary action is based- Emplov€t Respoosa/Prc-Ditciplltrarv Coofaratrce The mtice of proposed action shall state the date by $hich the employ6. musr cxcrcis€ th€ right to respond orally, in *riring o. both orally and in wriling. This rEprcsents thc prc{isciplinary opponunity for the employee to state any reasons that hefshe believes the propos.d action to be inappropriatc. The employee shall have a reasonable amount of time to r€s?ond, which shall not be fewer than fivc days- This date may be adjusted by muiual agreement. Failurc to respond by the assigncd datc will con$irute a waiver of the right to respond. Any responsc will bc fully considered before ary final action is decided upon. The Pre-Disciplinary Conference do6 not nccd to b€ an evidentiary hearin& An employe€ has rhc right to have a re?resentative of his or her own choosing al thc conference. The City may condud fitnhcr investigation ifthe employee's version ofthe facts or new infomatron iaisas doubts as to the accuracy of the Ciry's information leading to the discipline pmposal. Wriltetr Notice of Fitr.l Acaioo After consideration of the employee's rcspollsc, or in thc abscoce of a r€sponse, wrinen notice olthe final disciplinary action shall b€ given to the cmploycc- Such notice shall include essenlially thc same infomation contained in the notice of proposed action, exccpt that the employee's fornlal appsal rights shall be stated. Emerqencies When, in the opinion ofthe Ciry. immcdiatc disciplinary action is iEquired to prot.q rhe health, safety or welfarc of the public, other cmployees or the employe€ himself. the employee may be sus?erdcd s rrh pa} *.r@or!Fto-f+rf5f-d.'5-pending the pmcessing of thc noticG rcquired in Section B of this aniclc drsciplinan action is to be taken. C. DISCIPL]NARY APPEAL PROCEDURES The appeal process shall not bc applicable to newly hirEd probarionary cmployees. The appeal process shall not be applicablc to p.rfomancc cvaluations, or verbal Eprirnands. An employee desiring to appcal thc discipline shall have ten ( l0) days ancr reccipt ofnotice ofdis.iplinc. The employe€'s Gqucsl for appeal must be address.d ro the City Administrator and received in the Human RcsourcB Department. The Human Resources Drgartmenl shall date stamp th€ employcc's appcal to vcriry the timeliness of tlrc appeal. ll by the expiration ofthe (tcn) l0 day appeal p€riod, the employec do6 rrct filc rhe appeal, unless good cause for the failure is shown, the dtscipline shall b€ considerEd conclu$vc and the right ofappeal to have been waivcd lflhe employee files a timely appeal, an appeal hearing shallb€ establish€d as follows: I . The cmployee and the City shall jointly requcst thc State Oflice of Adminisiiatilc Hearings to appoint an Administratrvc Law Judge (AU) to h€ar the appeal and to rcr|der a decision advisory to the City Administralor. Thc City and Association will sharc cqually sharc (i.e. 50/50) thc hearing-rclated expenscs $ch as AL, fees and coun reponer f€cs, but cxcluding attomey fees, exp€n witness(es) and stafftimc. 2. All appcal proccedings arising under this proccdure shall b€ govemed by thc provisions of Chaptcr 5 (commencing wirh Section I 1500) of Pan I of Dirision I ofTitlc 2 ofrhc Califomia Govemment Code. L All time limrts specified in the procedurc inay be waived by mutual wriner agrc.mcnt. 4. At the conclusion of thc h.aring; the ALJ $ill submit his/hcr fidings to lhe City and the employee. within ten ( l0) days of rccciving the AU's findings. thc Ciry Administrator shall provide his/her decision, in wriiing, to the employee. Thc City Administratois decisions shall set forth which charges, if any, are slstained and the reasons thercfor. Thcopinion shall s€t fonh findrngs offact and conclusions- The City Administrator's decision is final, subject to the option of the employee to bring a proceeding pursuant lo Code of Civil Procedure scflrons 1094.5 and t094-6- Should employees represented by the Vemon Firemen's Association (VFA) amend their MOU conrract language regarding Discipline Procedurcs between July 1,2016 and Junc 30,2019, the City and the VFMA agree to amend the VFMA MOU to inco.porate such changes. 51 ARTICLE FIS:FEE)i FO L RTEE\ ]!IANACEMENT RIGHTS Except as limired by the specific and erpress lerms of this Memorandum of Understanding. the City hereby retains and resen es unto itself all rights. poBers, authoaity. duties and responsibilities confened on and \esled in it by lhe la\rs and ihe Constitulion of the Slate of Califomia and,/or the Uniied Srales of America: pro\ided. ho$erer. ifthe City's decision to exercise such rights. powers. authorit). duties and responsibilities impacts lhe \ages, hours and other terms and conditions of employment of unit employees- the Crry shall be required lo first meet and confer on lhe impact and effect ofsuch decisioo The City retains all its exclusive nghts and authonty under State and Federal law and expressly and exclusively retains its management rights, rlhrch rnclude, but are not limaled to: A. The exclusile nghl to determine the mrssion of its conslituent depanments. commissions. and boards. B- Set standards and le\els of senice. C Determine lhe procedures and standards oIseledion for employmenl and promotrons. D. Direcl employees E. Establish and enforce dress and grooming standards- F. Determine lhe methods and means to relieve its employees from dutv for la\rful reasons. G. Maintaln the efficrency of govemmental opemhons H. Determine the melhods. means and numbers and kinds of personnel by which go\emment operations are to be conducred- I. Derermine lhe contenr and inlent ofthejob classifications. J. Determine methods offinancing- K. Determine style andor t,?es ofcitv-issued wearing apparel. equipment or technolog_,- to be used. 52 L. Dctcrrninc and/or change lhe faciliti€s, methods, technology, means, organizational structure ard sizc and composition of the woft force ard allocate ard assign work by which the City opq'ations arc to b€ conducted M. Determine ard change the number of locatioris, rclocations and typ€ of operations processes ard materials to b€ us€d in cafying out all city firnctions, including, but not limited to, tlle righr to contract for or subcontract any wort or operations of thc City- N. Assign work lo cmployees in accordance with requirsrcnts as deteamined by the City. O. Establish ard rnodify productivity and performancc progrsfts and standads. P. For just cause only, discharge, suspend, demote, reprimand, withhold salary increases and benefits, or otherwise discipline employess in accordance wirh applicable state law. Q. Establish employee performance stardards including, but not limited lo, quality and qMntity stardards, and to rcquirc compliarce therEwith. R. Taka all nccGsary aclions 10 carry out ils mission in cmcagcnci6. S. Excrcisc complcte control and discrction over its organization and rhc tcchrclogy of performing its wo*. 53 SIGNATURf,S VERNON FIRE MANAGEMENT ASSOCIATIONCITY OF VERNON Carlos R Fandino Jr CrD Administraror' MERR ' William F. Fox Dircctor of Finarce/City Treaerrer Darid Lazar Presidenr David Kimes Vice Presidenr Lisette M. Crizzelle Sanior Human Resources Analyst Andrew Outh Tleasu1er Ana K. Rucda Huma[ Resources Anal]st APPROVED AS TO FORM: Todd Painton Sccretary ZyMh Moussa Depury City Anomey Dated:. 20t6 APPROVED AI\iD ADOPTED BY CIT}'COU\CIL ON PER RESOLUTION NO. AfiEST: Dated: Mana Ayala. Cirr" Clerk 54 RECEIVED )cT t 2 2017 CITY C[ERI('S OFFICE REGEIVE.' ocTr2m7 CITY ADMINISTRATtu STAFF REPORT C,S tol,ztt'( PUBLIC WORKS DEPARTMENT DATE: TO: FROM: RE: October 17,2017 Honorable Mayor and City Council Daniel Wall, Director of Public Wor Originator: Vincent A. Rodriguez, Public Works Project Coordinator \lh-- Request for Approval for Change Order No. l, City Contract No. CS-0E21: City Hall Roof Repairs Recommendation A. Find that the approval of the proposed action is exempt from Califomia Environmental Qualig Act C'CEQA') review, pursuant to CEQA Guidelines sections 15301 (i.e., maintenance, repair or minor alteration ofan existing structure, involving negligible or no expansion of existing use) and 15302 (i.e., replacement or reconstruction of existing structures and facilities where new structue will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced); and B. Authorize the City Administrator to issue Change Order No. I in the amount of $14,002.06 for the unexpected changed condition in the City Hall Roof Repair project (CS-0821). Background This project replaces the roofing material on City Hall's main roof stucture. The existing roof was in extremely poor condition and leaks throughout the stuctue. The scope ofthe project included: . Sed miscellaneous openings in the open membrane as needed prior to washing of the roof area.. Remove blisters, ridges, buckles, and other substrate irregularities from existing roofing membrane that would inhibit application of uniform, waterproof coating.. Power wash ttre roof per the specifications.. Reinforce all low or ponding areas by priming with specified material.. Fill all pitch pans and crown.. Perform remedial and preventative maintenance as required by the manufacturer's waranty rcquircments.. Apply reflective top coat according to the manufacturer's written instuctions. On May 16. 2017. City Council approved and authorized the City Adm inistrator to execute a contract in an amount not to exceed $94,179 for the City Hall Roof Replacement (CS-0821). The Contract was awarded to Best Contracting Services (Best) in the amount of $94,179.00 with a $9,400 contingency. Staff is requesting City Council approval, as the total amount of the change order exceeds the $9,400 contingency amount. During construction of the City Hall Roof Repairs, it was discovered after the power washing of the roof, that there was unforeseen extensive blistering on the existing main roof. This contract specified that Tremco materials be used. The contract requires a ten-year warranty on the new roof. Due to the excessive blistering, Tremco would not warranty the roof without the blisters being removed. Public Works had Best perform three trial solutions to remove the excess blistering. Out ofthe three, Public Works, Tremco and Best agreed on a solution to remedy the blistering without removing all of the existing coating which would have been ei significant cost to the City. It was agreed to install a three layer coating system (emulsion, polyester, emulsion) before the final reflectiye top coating is completed. Tremco has agreed to honor the warranty if this system is used. Change Order No. 1 is for the three layer coating system. With the subsantia.l change to the original specifications and scope of work, it is recommended to authorize Change Order No. 1 to complete the construction of Contact CS-082 I , City Hall Roof Repairs. The City Auomey's Office has approved Change Order No. I as attached. Fiscal Impact The original estimate for the extra work was $26,843.89. After numerous negotiations with Best, the cost for the proposed Change Order No.l is 514,002.06, increasing the total project amount to $ I 08,I 8 | .06 which is below the budgeted project amount of $ | 20,000.00. Attachment(s) l. Change Order No. I Page 2 of 2 CITYOFVERNON PUBLIC WORKS DEPARTMENT CONTRACT CHANGE ORDER NO. I SUPPLEMENT NO. SIIEET 1 OF 1 SHEETS PROJECT:Citl Hall Roof Repairs Contract No. CS-0E21 FEDERALPROJECTNo. N/A EDEN Project No. N/A REQUESTED BY: TO: City of Vernon Supplemental No. Best Contracting Services, Inc.CONTRACTOR You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and conditions ofthe original contract remain in full force and effect, and apply to the additional work as if said work was originally included in the contract. This Chansc Order Providcs for: Application of a Three Coat System: . - Fumish all labor, material, equipment, and transportation necessarJr to complete the installation of4 gallon generic emulsion and polyester to cover the roof before the final white coating is applied. All work shall be inspected and approved by the Tremco inspector. TOTAL COST OF CIIANGE ORDER sr4,002.06 Contract Amount (Base Bid)$94,179.00 Amount of This Change Order $14,002.06 Amount of Previous Change Orders $0.00 Total Change Orders $14,002.06 Modifi ed Contract Amount $108,1 8l .06 By reason of liis change order the time of completlon will be adusted as follo*s:Octobet 27,2017 Approved: Attest: Csrlos Fandino, City Administrator Mari, Ayal|, City Clerk We, the undersigrcd Comractor, hav€ given careful colsideratifi to lhe chrngc propos€d ad herEby agre, if d s proposal is ryprove4 thd we will prcvide all labor, equipm€nt and mdenals, including oyerhca4 excepl.as may othenvb€ be noted above, ad perform all services n€cessary for lfi€ wak above sFcified, and will accept as full payment trcrcforE the prices shown above. Accepted Date: By: Contractor: Title: Project File/Contractor/Purchasing Rev.0t/13 REEEEVET} ocT 0 s 20t7RECEIVED ocT l2 2017 CIIY CLERl('S OFFICE STAFF REPORT (lliY ^,l,,1lr,ilSfRATl0N PUBLIC WORKS DEPARTMENT W"IOIAUI DATE: TO: FROM: RE: October 17,2017 Honorable Mayor and City Council Contract Award for City Contract No. CS-0894: Refuse Collection' Recycling and Disposal Senices Recommendation A. Find that awarding the contract to Haul-Away Rubbish Service Company, Inc. 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 is not a "project' as defined by CEQA Guidelines, Section 15378; and B. Accept the bid from Haul-Away Rubbish Service Company, Inc. as the preferred bidder and reject a.ll other bids; and C. Authorize the City Administrator to execute a contract in an amount not to exceed $ I 50,000 for the City's Refuse Collection, Recycling and Disposal Services' Background On August 29,2017, the City Administrator authorized the advertisement of Request for Bid in order to seek bids from qualified refuse haulers that hold a valid City of Vemon Franchise Hauler Permit, for the City's refuse collection, recycling and disposal services. These services would be available for City Hall, City Apartrnents, the Recycling Center, Public Utilities, Petrelli Electric, Fire Stations and City Housing. The Request for Bid was forwarded to all registered refuse haulers that hold a valid City of Vemon Franchise Hauler Permit. The specifications included the standard terms and conditions for the Labor and Materials Contract, previously approved by the City Council. Bids for Contract No. C5-0894, Refuse Collection, Recycling and Disposal Services were received and opened on September 26, 2017. The calculated monthly cost results were as follows: Page I of2 1. USA Waste of Califomia dba Waste Management 2. Haul-Away Rubbish Service Company, Inc. 3. G.B. Services Inc. 4. Ware Disposal Inc. $6,424.20 $6,690.00 $7,405.00 $8,687.00 Public Works staff has analyzed the bids. Although USA Waste of Califomia dba Waste Management came in as the lowest responsible bidder, the detailed bid showed a slight increase to the City's tenants for their waste and green waste collection and a substantial increase for the recycling services. The second lowest bidder, Haul-Away Rubbish Service Company, Inc. ("Haul- Away"), is proposing more favorable costs to the City's residents. Table 1 below illustrates both bidders' proposed disposal fees for City residents. Proposed Haul-Away Rubbish Service Co., Inc. Fee Proposed USA Waste of Califomia dba Waste Management Fee One (1) 60 gal. Waste Bin $7.00 $8.02 One (1) 60 eal. Recycle Bin $ 1.00 $8.02 One (1) 60 gal. Green Waste Bin $7.00 $8.02 ln order to maintain the lowest possible costs to residents and to stop services from lapsing, staff is recommending that Haul-Away Rubbish Service Company, Inc., ("Haul-Away"), be retained for an additional three year period for an amount not to exceed $150,000, for the lifetime ofthe contract. For the past three years, Haul-Away has performed very well and no complaints have been received by Public Works staff. Additionally, staff is recommending to reject all other bids. The proposed contract has been reviewed and approved as to form by the City Attomey's office. Fiscal Imoact Although the bid is to be awarded to Haul-Away with a bid amount of $6,690 per month, the exact price for the three years of refrrse service is unknown because some of the prices quoted are billed and paid on an as-needed basis, rather than on a monthly fixed price. Staff estimates that actual monthly prices will be lower than the $6,690 bid price. The City has budgeted sufficient funds for the proposed services in the 2017-2018 Fiscal Year. Attrchment I . Labor and Materials Contract Page 2 of 2 LABOR AND MATERIALS CONTMCT BETWEEN THE CIW OF VERNON AND HAUL'AWAY RUBBISH SERVICE COMPANY, INC., FOR REFUSE COLLECTION' RECYCLING AND DISPOSAL SERVICES, CONTRACT NO. CS.O894 COVER PAGE Contractor: Responsible Principal of Contractor: Notice lnformation - Contractor: Notice lnformation - City: Commencement Date: Termination Date: Consideralion: Records Retention Period Haul-Away Rubbish Service Company, lnc. David Beliakoff, Secretary Haul-Away Rubbish Service Company, lnc. 1205 Date Street Montebello, CA 90440 Attention: David Beliakoff Phone: (323) 721-0371 Facsimile: (323) 887-0920 City of Vernon 4305 Santa Fe Avenue Vemon, CA 90058 Attention: Daniel Wall Director of Public Works Telephone: (323) 583-8811 ext. 305 Facsimile: (323) 826- 1 435 November 13,2017 November 12,2O2O Total not to exceed $150,000.00 (includes all applicable sales tax); and more particularly described in Exhibit C Three (3) years, pursuant to Section 8.3 June 2017 LABOR AND MATERIALS CONTRJACT BETWEEN THE CITY OF VERNON AND HAUL-AWAY RUBBISH SERVICE COMPANY, INC. This contract is made between the clTY oF VERNON ("City"), a Califomia charter city and California municipal corporation, and Haul-Away Rubbish Service Company, lnc., a California corporation, with headquarters located at 1205 Date Street, Montebello, CA 90640 ("Conkacto/). The City and Contractor agree as follows: 1.0 Contractor shall furnish all necessary and incidental labor, material, equipment, transportation and services as described in, and strictly in accordance with, and subject to all terms and conditions set forth in Specifications for Refuse collection, Recycling and Disposal Services, as more fully set forth in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit 'A'. 2.0 All work shall be done in a manner satisfactory to the City's Director of Public Works (the "Director"), or the Director's designee, in writing, and shall be of highest quality with respect to the contract specifications. ln the event Contractor fails to perform satisfactorily the City shall advise Contractor in writing, and Contractor shall have thirty (30) days to cure such failure to satisfactorily perform. lf Contractor fails to so cure its performance within said 30 days, the City may, at its option, terminate this Contract for default without further liability, other than payment to Contraclor for work performed satisfactorily prior to the date of termination. 3.0 Contractor shall commence work upon the signing of this contract and shall perform work requested in writing by Director. 4.O ln consideration of satisfactory and timely Performance of requested work pursuant to the Schedule set forth in Exhibit "B,'which is attached hereto and incorporated herein by reference, the City shall pay Contractor as follows: The bid amounts, according to the requested and accepted price set forth in the Contrac{or's bid proposal, attached herelo and incorporated herein by reference as Exhibit 'C'. The total amount to be paid to Contractor during the term of this contract shall not exceed one hundred and fifty thousand Dollars ($150,000.00) without the prior approval of the City Council and without a written amendment of this contract. 5.0 Concurrently with the execution of this Contract, Contractor shall furnish bonds of a surety satisfactory to the City, as provided in the specifications and Notice lnviting Bids. The cost of the bonds shall be paid by Contractor. 6.0 GENERAL TERMS AND CONDITIONS. 6,1 INDEPENDENTCONTMCTOR. June 2017 6. I .'1 lt is understood that in the performance of the services herein provided for, contractor shall be, and is, an independent contractor, and is noi an agent or employee of city and shall furnish such services in its own manner and method except as required by thisbontract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contraclor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating lo the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 6.1 .2 Contractor acknowledges thal Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be -c6nsidered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of city, including, but not limited to, sick leave, vacation leave, notiday pay, Public Employees Retirement System benefits' or health, life, dental, long{erm disability or workers' compensation insurance benefits 6.2 CONTMCTOR NOT AGENT. Except as the City may authorize in writing, Contractor and iis subcontractors, if any, shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 6.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy diskJand printouts, studies, memoranda, computation sheets and other documents prepareO Uy Contractor in furtherance of the work shall be the sole property of City and shall be delivered io City whenever requested. Contraclor shall keep such documents and matenals on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 6.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incornptete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services fumished by Contractor shall not relieve the Coniractor from the obligation to conect subsequently discovered defects, inaccuracy or incompleteness. 6.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall notG considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived 6.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 6.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the city and approval by.the city Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfei shall be nuil and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation. June 2017 3 6.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal' state, county and city laws, ordinances, resolutions, rules and regulations, which a_re, as. amended from time to time, incorporated herein and applicable to the performance hereof. 6.9 ATTORNEY'S FEES. lf any action at law or in equity is brought to enforce or interpret thaterrns of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 7.0 INTERPRETATION. 7 .1 APPLICABLE LAW. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California, without regards to its conflict of laws rules 7 .2 ENTIRE AGREEMENT. This Contract' including any Exhibits attached hereto, constitules the entire agreement and understanding between the parties regarding its subject mafter and supersedeJall prior or contemporaneous negotiations, representations, undLrstandings, correspondence, documentation and agreements (written or oral)' 7.3 WRITTEN AMENDMENT This Contract may only be changed by written amendment signed by Contractoi and the City Administrator or other authorized representative of the City, sublea to-any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 7.4 SEVEMBILITY. lf any provision in this Contract is held by any court of competent jurisdiction t,o be invalidittegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. T.5oRDERoFPRECEDENCE.lncaseofconflictbetweenthetermsofthis Contract and the terms contained in any document attached as an Exhibit or othenrvise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Specifications shall control over the Contracto/s bid 7.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to be enforced in accordance wittr the laws of the State of California, is entered into in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum 7.7 DUPLICATE ORIGINALS. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. T.ST|MEoFESSENCE.TimeisstrictlyoftheessenceofthisContractand each and every covenant, term and provision hereof. 7 .g AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to June 2017 enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 7.10 ARBITMTION OF DISPUTES Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect ofitris Contract, shall be settled by binding arbitration in accordance with the Commeicial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having juriidiction thereof. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The City does not waive its right to object to the timeliness or sufliciency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 7.11 INDEMNITY. 7.1'1.1 Contractor agrees to indemnify, hold harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of: A. any activity on or use of City's premises or facilities or any performance under this Contract; or B. any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract. 7.1 1.2 This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by ::[3:fi :l j'Sfr,:T"f ::ff i:';#il1.'11",1#,!l],lo'"*''"' members of the general public). The sole negligence or willful #'"T1"'ffi:",1,?l'd;:ffi TI5IT,'"T,'"t',"J5?:H'.,'n3i"::*li$"' agreement. 7.12 RELEASE. Contractor agrees to release and covenants not to sue the City, its City Council and each member thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract. June 2017 T.l3lNSURANoE.contractorshall,atitsownexpense,procureand.maintain policies of insurance of ttre types anO in the amounts set forth below, for the duration of the bontract, including any extensions thereto. The policies shall state that they afford primary coverage. 7.13.1 Automobile Liability with minimum limits of at least $1 ,000,000 combined single limit including owned, hired, and non-owned liability coverage. (1) Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits' losses, damages, injuries and expenses, including all costs and reasonable aftorney's fees ("Claims'), which are attributable to any act or omission by the City under the performance of the services. 7.13.2 General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 in aggregate writlen on an lnsurance Services Office (lSO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal lnjury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Contract. A. lf Contractor employs other contractors as part of the services rendered, Contracto/s Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall fumish separate insurance for each subcontractor, meeting the requirements set forth herein. B. Blanket Contractual Coverage. C. Products/Completed Operations coverage. D. Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ('Claims"), which are attributable to any act or omission by the City under the performance of the services. 7.13.3 Enors and Omissions coverage in a sum of at least $1,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. June 2017 7.13.4 Contractor shall comply with the applicable sections of the california Labor Code concerning workers' compensation for injuries on the job' Compliance is accomplished in one of the following manners: A. Provide copy of permissive self-insurance certificate approved by the State of Califomia; or B. Secure and maintain in force a policy of workers' compensalion insurance with statutory limits and Employe/s Liability lnsurance with a minimal limit of $1 ,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or C. Provide a '\rvaive/' form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 7',13.5 Each insurance policy included in this clause Shall be endorsed to State that coverage shall not be cancelled except after thirty (30) days' prior written notice to CitY. 7.13.6 lnsurance shall be placed with insurers with a Best's rating of no less than AVlll. 7.13.7 prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certfficate is to be signed by a person authorized by that insurerto bind coverage on its behalf The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time' 7.13'SFailuretomaintainrequiredinsuranceatalltimesshallconstitutea default and material breach. ln such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. ln the absence of satisfactory insurance coverage' City may, Lt its op[ion' (a) procure insurance with collection rights for premiums, attomey's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) setf insure the risk, with all damages and costs incuned, by iudgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor' 7.14 NoTICES. Any notice or demand to be given by one party to the other shall be given in writing arxl by personal delivery or prepaid first-class, registered or certified mail, addl-ressed as follows. Notice simply lo the City of Vernon or any other City department is not adequate notice. June 2017 lf to the City: With a Copy to: lf to the Contractor: 7.15 7.17 City of Vemon Attn: Daniel Wall, Public Wo*s Director 4305 Santa Fe Avenue Vemon, CA 90058 Carlos R. Fandino, Jr. City Administrator City of Vemon 4305 Santa Fe Avenue Vernon, CA 90058 Haul-Away Rubbish Service Company, lnc. David Beliakoff, Secretary 1205 Date Street Montebello, CA 90040 Anysuchnoliceshallbedeemedtohavebeengivenupondelivery,ifpersonally delivered, or, if miiled, upon receipt or upon expiration of three (3) business days from the date of posting, hichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of suct request to the other party' terminate this contract in whole or in part at any time, for any cause or without cause, upon itt""" ifSl calendar days'written notice to Contractor. lf the Contract is thus terminated by City for reaions other than iontractor's failure to perform its obligations, City shall pay Contractor a piorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be contracto/s exclusive remedy for termination without cause. 7 .16 DEFAULT. ln the event either party materially defaults in its.obligations hereunder, the other partyhay declare a default and terminate this Contract by written.notice to ttre defautting party. ine notic! shall specify the basis for the default. The Contract shall terminate unt-teis sucn default is cured befoie the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this contract, including the payment of money, except for payment for services satisfictorily and timely performed prior to the service of the notice of termination, and "i""pi toi i"-Uursement of (1iany payments made by the City for service not subsequently perf,irreo in a timely anO satisiaa6ry manner, and (2) costs incurred by the City in obtaining substitute performance. City may Contractor hereby agrees to assign to the City all rights, title and interest in and to all causes of action it may hiv6 under Seaion a of the Ctayton Act (15 U.S.C S 15) or under Chapter 2 of the cartwright Act (commencing with section 16700) or part2 ol Division 7 of the california Busines's and professions Code, or any similar or successor provisions of Federal or State law, June 2017 arisingfrompurchasesofgoods,servicesormaterialspursuantlothisContractorany iubco-ntract. This assignment shall be made and become effective at the time the City tenders RniL payment to the co=ntractor, without further acknowledgment by the parties. certifies and represents that, during the performance of this Contract, the Contractor and any other narties with whom it may subiontract shall adhere to equal opportunity employment ;;;; t appliiants and are not discriminated ig"i ir race, religion, bility' sex' age' ,-eo ital status. Cont maintain any segregated facilities. Contractor further agrees 1 Employment Opportunity Practices provisions as set forth in Exhibit 'D" 8.2 VERNON BUSINESS LlCENSE Contractor shall obtain, and pay any and all costs associatecl therewT6,-any Vernon gusiness License which may be required by the Vernon Municipal Code. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the exlent the City J""ri n"."it"ry to insure it is receiving all money to which it is entitled under the Contract ind/or is paying ilnty the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. Thecontraclorshallmaintainandpreserveallsuchrecordsforaperiod of at least 3 years after termination of the Contract. ThecontractorShallmaintainallsuchrecordsinthecityofVernon.lf not, the contractor shall, upon request, promptly deliver the records to the city of vernon or reimburse the city for all reasonable and extra costs incurred in conducting the audit at a iocation otner tnan tt e City of Vernon, including, but not limited to, such additional (out of the Cit,j .ip"nr"r for personnel, salaries, private iuditors, travel, lodging, meals and overhead 8.4 coNFLlcT. Contractor hereby represents, warrants and certifies that no member, officer or employeei?-the Contractor is a director, officer or employee of the City of Vernon, or a member of iny of its boards, commissions or committees, except to the extent permitted by law. 8.0 ADDITIONALASSURANCES 8.1 8.5 t,J . Contractor Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shatl forfeit twenty-five Jof frri (SZSI foieach'worker employed in the execution of this Contract by the respective conir"itbr or subcontractor for each calendar day during which the worker is required or pei.ltt"J to *o* more than 8 hours in any one calendar day and 49 hoqs !l any one calendar ilei in viotation of the provisions of Sections 1 810 through 1 8'l 5 of the California Labor Code June 2017 as a penalty paid to the city; provided, however, work performed by employees of contrac-tors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all houis worked in excess oi I hours per day at not less than 1% times the basic rate of pay. S.6LlVlNGWAGESContractor,orSubcontractor,ilany,workingonCity service contracts of any amorfrt, as to all employees spending time on-City contrac{s shall out"r" the city's Living wage ordinance and all requirements thereof at all times on city contracts. Tnebunentiiving Wage Standards are set forth in Exhibit'E'. Upon request, certified payroll shall be provided to the City. 8,7 [FOR PUBLIC WORKS AND REI.ATED CONTRACTS THE FOLLOWING PROVTSIONS MUST BE ADDEDI PREVAILING WAGES. Not applicable to this contract. [Signatures Begin on Next Page]. 10 June 2017 lN WITNESS WHEREOF, the Parties have signed this Agreement as of the Commencement Date stated on the cover page. CityofVernon,aCalifomiachartercity|laulAwayRubbishServiceCompany,lnc.,a andCaliforniamunicipalcorporation Califomiacorporation Carlos R. Fandino, Jr., City Administrator Name ATTEST: Title: By: Name: Maria E. Ayala, City Clerk Ti,e: APPROVED AS TO FORM: Hema Patel, City Attorney 11 June 2017 EXHIBIT A SCOPE OF SERVICES 12 June 2017 PART II. SCOPE OF WORK t. Under rhe proposed agreement, the contractor shall be required to provide disposal and recycling services as specified for the following locations: Address Type 4305 Santa Fe Avenue City Facility 3376 E. 50'h Street 2-Bedroom Apartment 3378 E. 50n Street 2-Bedroom Apartment 3380 E. 50'h Street I -Bedroom Apartment 3382 E. 50'h Street I -Bedroom Apartment 33 84 E. 50'h Street | -Bedroom Apartment 3386 E. 50s Street I -Bedroom Apartment 3388 E. 50'h Street 2-Bedroom APartment 3390 E. 50'h Street 2-Bedroom Apartment 2221 E. 55'h Street City Facility 4990 Seville Avenue City Facility 2716 Leonis Boulevard City Facility 2323 E. Vemon Avenue Ciry Facility 2800 Soto Street Ciry Facility 3375 Fruitland Avenue City Facility 4301 Santa Fe Avenue City Facility 45 30 Bandini Boulevard City Facility 2. The Cify has eighteen (18) single family homes and two (2) privately owned homes located over approximately 5.2 square miles that currently receive trash service from Haul-Away Rubbish Service Co., lnc. 3. The City requires that the selected Contractor bill the single-family residences directly for their trash service. The related addresses are listed below: 10 Address Type 3345 Fruitland Avenue 3-Bedroom Home 3349 Fruitland Avenue 2-Bedroom Home 3353 Fruitland Avenue 3-Bedroom Home 3357 Fruitland Avenue 3-Bedroom Home 3361 Fruitland Avenue 3-Bedroom Home 3365 Fruitland Avenue 2-Bedroom Home 3550 East Vernon Avenue 3-Bedroom Home 3560 East Vernon Avenue 2-Bedroom Home 4321 Furlong Place 3-Bedroom Home 4322 Furlong Place 3-Bedroom Home 4323 Furlong Place 2-Bedroom Home 4324 Furlong Place 2-Bedroom Home 4325 Furlong Place 2-Bedroom Home 4326 Furlong Place 2-Bedroom Home 4327 Furlong Place 2-Bedroom Home 4328 Furlong Place 2-Bedroom Home ,{329 Furlong Place 3-Bedroom Home 4330 Furlong Place 3-Bedroom Home 2328 Vemon Avenue Duplex 2, 2-Bedroom Homes 2332 Vernon Avenue 4-Bedroom Home 4. The selected bidder shall commit to recycling or diverting from disposal as much of the recyclable materials collected from City facilities as feasibly possible. A quarterly report of recycled and diverted from disposal materials shall be submined to the city (one copy each to the Public Works Department and the Health and Environmental Control Department) by 11 March I'r ofeach year for the previous year. The qua(erly report shall include information on the tonnage and categories of materials (paper, cardboard, aluminum, glass, green waste, etc.) and the recycling/diversion facilities where the materials were delivered' 5. The selected bidder shall clearly summarize their customer service plans, including lines of communication with City residents and City customers. 5. Service for residential customers shall be rendered b€tween the hours of !Q@..!g!!Q p.m. Service for all other facilities shall be rendered between the hours of !Q@..1p.,,!QQ D.m. 6. The selected bidder shall have a representative in charge at all times whenever any work is in progress by the Contractor. 7. The primary Public Works contact Person will be Anthony Zarcte, who may be contacted at (323) 583-881 l, Ext.22l e-mail azarate@ci.vemon.ca.us, Monday through Thursday' 7:00 a.m. to 5:30 p.m. g. The City considers the Contractor's hoject Manager as a key position towards the success of this contract. The City expects the Contractor's Project Manager to be trained in refuse collection and have a minimum of3 years ofexperience in a related field. In addition, the Project Manager shall have excellent oral and wriften skills, along with a sound technical background in the principles and practices of waste management. 9. lf any subcontractor or person employed by the Contractor shall appear to a designated City representative to be incompetent, intemperate, troublesome, or acts in a disorderly or otherwise objectionable manner, he/she shall be immediately discharged fiom the project on notice provided by the designated City representative. 10. The selected bidder's fleet shall be in compliance with all air pollution laws in accordance with all applicable sections of Tirle 13, califomia code of Regulations. The bidder's fleet shall conform to any and all methods for determining comptiance, as it pertains to air pollution laws, for a municipality that contracts with owners for solid waste collection in the State of Califomia. In addition, all vehicles are required to meet south coast Air Quality Management District (SCAQMD) clean air regulations. I l. The bidder has not received a citation or failure{o-abate notice in the last three years from the California Division ofOccupational Safety and Health. 12. The bidder's terminal, where it maintains the vehicles that will be used to serve the City, has received a rating of Satisfactory (S) by the California Highway Patrol in their most recent (Biennial Inspection of Terminals) inspection. 72 13. The contractor shall provide all labor, equipment, materials, tools, and supervision required to perform refuse coltection, recycling and disposal services' 14. The selected bidder shall obtain all necessary City, County, State, and Federal permits and/or licenses for Contractor's activities at no cost to the City. l5.The selected bidder shall immediatety notiry the City of any changes in the Contractor's insurance, permis, and licenses. Failure to do so may result in the immediate termination of this Conract for default. 16. The selected bidder shall conform to all City of Vernon Safety requirements and operating rules at all times. I7. The selected bidder will be responsible for the training, supplying, and usage of all safety equipment. All traffic safety equipment must be approved by the city. Suitable clothing, gloves, and shoes that meet CALOSHA standards are required. 18.The selected bidder shall adherc to all cALoSHA standards and EPA guidelines while engaged in refuse hauling and disposal functions' l9.The selected bidder shall respond within 24 hours' notification to an authorized City representative's service request. Regular business hours are 7:00 a.m. to 5:30 p.m., Monday through Thursday. At the sole discretion ofthe City, a designated City representative may alter the hours and days ofservices. 20. Holidays observed by the City ofVernon: o New Year's Day o Martin Luther King, Jr. Day o Presidents'Dayo Cesar Chavez Dayo Memorial Dayo lndependence Day o Labor Dayo Columbus Dayo Veteran's Dayo Thanksgiving Day o Christmas Eve . Christmas Dayo New Year's Eve 21. The City will not provide storage facilities for the Contractor. The City will not be liable or responsible for any damage, by whatever means, or for theft of materials or equipment on the jobsite. 22. All debris derived from these services shall be removed from city property and become the property ofthe Contractor. The Contractor shall dispose ofall debris from these services in a legally established area appropriate for the type ofdebris being disposed. Disposal shall be at the Contractor's expense. The Contractor shall not allow any materials or debris fiom its operations under this contract to be deposited in the storm drains and/or gutters in violation of the National Pollution Discharge Elimination System or state law 23. The selecred bidder shall adhere to the provisions ofAB-341. This shall include 75% recycling and education materials as needed to meet the subject mandate. 24. The selecred bidder shall have and maintain a current and valid City of Vemon Franchise Hauler Permit that shall be submitted with the bid package. 25. The selected bidder shall maintain all bins in a first class condition and remove any and all grafliti from trash bins. 74 EXHIBIT B SCHEDULE 13 June 2017 ryu!4ENr No.3 UNIT PRICE BID FORM REFUSE COLLECTION, RECYCLING AND DISPOSAL SERVICES FOR THE DEPARTMENT OF PUBLIC WORKS Item No Location Description Quantity Monthly Unit Cost Total Monthly Cost 1 City Hall 4305 Santa Fe AYenue Provide two (2) three (3) cubic yard recycle bins, and pick up and dispose of contents two (2) times Per rveek. 2 bins ea. 2 City Hall 4305 Santa Fe Avenue Provide two (2) three (3) cubic yard waste bins, and pick up and dispose ol contents two (2) times Per week. 2 bins ea. 3.City Hall 1305 Santa Fe Avenue Provide one (1) three (3) cubic yard green wasle bin, and pick up and dispose of contents one (l) time Per week. l bin ea. 4 City Apartmenb 3376'3390 E' 5or" Street Provide one (1) two (2) cubic yard recycle bin, and pick up and dispose of contents one (1) time Der week. l bin ea' City Apartments 3376.3390 E. 50r', Street Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of contents one (1) time Per week. l bin ea. 6 Recycling Centel 2221 E. 55'h Street Provide three (3) lorty (40) yard roll-off container8 for regular trash debris and pick up, haul and dispose of contents on an as needed basis. 3 bins /ton 15 tons 7 Recycling Centel 222'l E. 55rh Street Provide one (l) lorty (10) yard roll.off containet for green waste and pick uP, hauland dispose of contents on an as needed basis. l bin fton 15 tons 8.Recycling Cenier 2221 E. 55h Skeet Provide one (1) forty (40) yard roll-ofi container for waste tires and pick up, haul and dispose of contents on an as needed basis. l bin Iton 15 tons 18 I Public Utilities 4990 Seville Avenue Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of contents one (l) time per week. I bin ea. 10.Public Utilities . Gas 27.l6 Leonis BlYd. Provide one (1) three (3) cubic yard bin to be picked up on an as needed basis. l bin ea. '11 Petelli Electric 2323 E. Vernon Avenue Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of conlents one (1) time per week. 1 bin ea. 12 Petrelli Electric 2323 E. Vemon Avenue Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time per week. 'l bin ea. '13 Fire Station No. 763375 Fruitland Avenue Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of contents one (l) time per week. l bin ea. 14 Fire Station l,lo. 763375 Fruitland Avenue Provide one (1) three (31 cubic yard recycle bin, and pick up and dispose ol contents one (1) time per week. l bin ea. 15 Fire Station No. 77 4301 Santa Fe Avenue Provide one (l) three (3) cubic yard waste bin, and pick up and dispose of contents one (l) time per week. l bin ea. to Fire Station No. 77 4301 Santa Fe Avenue Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (l) time per week. l bin ea. 17 Fire Station No.78 2800 Soto Street Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of contents one (l) time per week. l bin ea. 18 Fire Station No. 78 2800 Soto Street Provide one (l) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time per week. 't bin ea' 19 Fire Station N0.79 4530 Bandini Blvd. Provide one (1) three (3) cubic vard waste bin. and 'l bin ea. 19 pick up and dispose ol contents one (1) time Pcr week. 20 Fire Station No. 79 4530 Bandini Blvd. Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time Per week. l bin ea. 21 Petrelli 2800 Soto Street Provide one (1) forty (401 cubic yard waste bin, and haul contents one (1) time per month. l bin /load Petrelli 2800 Soto Street Provide disposal of contents of one (l) fotty (10) cubic yard waste bin one (1) time per month. l bin Iton Station A €90 Seville Avenue Provide one (l) three (3) cubic yard waste bin, and pick up and dispose of contents one (l) time Per week. l bin ea. 24 Station A 4990 Seville Avenue Provide one (l) three (3) cubic yard reclcle bin, and pick up and disPose ol contents one ('l) time Per week. l bin ea. SUBTOTAL ITEMS 1.20: Cig Housing See Pages 11-12 Provide one (llsix$ (60)gal. waste bin, and pick up at each of 20 listed homes and dispose of contents once Per week. 20 homes /home 26 City Housing See Pages 11.12 Provide one (l)sixty (60)gal. recycle bin, and pick uP at each of 20 listed homes and dispose of contents once Per week. 20 homes /home 27 City Housing See Pages l1-12 Provide one (l)sixty (60) gal. green waste bin, and pick up at each of 20 listed homes and dispose ol contents once per week. 20 homes /home SUBTOTAL ITEMS 21.23: SUBTOTAL COST PER MONTH $ WRITTEN AMOUNT $ 20 EXHIBIT C PROPOSAL 't4 June 2017 G@PV BIT) City of Vernon Refuse Collection, Recycling and Disposal Services for the Department of Public Works City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Bid Due: Tuesday, September 26th,2017 @ 2:00 PM )l^rl o{*"y -fi"EEI.J, S'wi.oz, Co., 0*. 1205 Date Street Montebello, CA 90640 Phone: (323)721-0371 Fax (323)887-0920 haulawayrubbish.com TABLE OF CONTENTS Letter of Transmittal 1205 Date Street, Montebello, CA 90640 Phone(323)721-0371 Fax (323)887-0920 haulawayrubbish.com Personnel Safetv and Experience 33 Business License - Health Permit ?r 16 : 4out-4*"y-.,?"[EtJ S"ooio" Co,0*. \_ 1205 Date Street Montebello, CA 90640 Phone: (323)721-037 I Fax (323)887-0920v haulawavrubbish.com : v September 25, 2017 \, Mr. Anthony Zarate v City of Vemon Administrative Analyst\- Departrnent of Public Works\, 4305 Santa Fe Avenue \- Vernon, CA 90058 v Re: Proposal for Refrrse Collection, Recycling and Disposal Senices for the\7 Department of Public Works Dear Mt. Zantev v Haul-Away Rubbish Service Co., Inc. is pleased to respond to the City of Vemon's request for a\, proposal and the opportunity to perform Refuse Collection, Recycling and Disposal Services for the Citv.v v Please find enclosed One (1) original and Two (2) copies of our company's proposal. \, The signatory below has the authority to negotiate and bind this form to an agreement with the City. We thank you for the opportunity to submit a proposal and look forward to the proposal review and being able to continue our relationship with the City of Vemon. \, Sincerely, : fion"zz>4ry/ v David M. Beliakoff v Secretary ATTACHMENT NO. I BIDDER'S CHECKLIST TO THE BIDDER: The following list is provided for the convenience ofboth you and the City to help eliminate errom and omissions which may render your bid unacceptable. Please check all appropriate boxes and submit with your bid. E] am,AcH]rMNT NO. I - BIDDER'S CHECKLIST & AMACHMENT NO. 2 - SIGNATT]RE PAGE AI\D LEGAL STATUS 6 ATTACHMENT NO.3 - I,]NIT PRICE BID FORM d! err.rcnwNT No.4 - AFFIDAvIT oF NoN-coLLUSIoN FoRM 6 ltt.lctrurNT No.5 - vENDoR LIsr euEsrlot[NATRE FoR]vr d! ntracuurNT No.6 - sAMpLE LABoR AND MATERTALS coNTRAcr Bidder nust submit one ORIGINAL BID A.l\D TWO COPIES. All bids shall be enclosed in sealed envelopes, distinctly marked "Bid" with the title ofthe bid and the bidder's name address appearing on the outside. Bids should be addressed to: City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Mail sufliciently early or deliver in person before 2:00 p.m. on the day listed in the Notice Inviting Bids. Bids must be received in the City Clerk's Oflice before that time. At the bid opening, the City Clerk shall open bid package, ackrowledge the receiPt of Unit Price Bid Form from manufacturer/Supplier. Once all bid packages are opened and announced, the Unit Price Bid Forms will be made available for public review. 15 Page I 1. 2. 3. ATTACHMENT NO.2 SIGNATURE PAGE AND LEGAL STATUS The undersigned certifies that it has read and understands the Scope of Work Bid lnstructions and Sample Conuact, and is an offrcial legally authorized to bind his/her fimr and to enter into a contract should the City accept this bid. Bid by tlaul-Away Rubbish Service Co., lnc. (Name of Firm) TO PROVIDE RET'USE COLLECTION, RECYCLING AND DISPOSAL SERVICES FOR TIM DEPARTMENT OF PUBLIC WORKS Legal status of bidder:Please check the appropriate box Corporation Stateoflncorporation California Partnership List Names DBA State full name DBA Other Explain Signature of Bidder ,.ra Secretary Address 1205 Date Street CiryEtebello StatE G Zip 90640 Telephone No. ( 323 )7 27-037 I Fa:rNo. (323) 887-0920 Signed this 25th day of SePtember 20L7 ADDENDUMNO.BIDDER'S INITIALS 77 Page 2 ATTACHMENT NO.3 I]NIT PRICE BID FORM REFUSE COLLECTION, RECYCLING AND DISPOSAL SERVICES FOR TTTE DEPARTMENT OF PI]BLIC WORKS Item No.Location Description Quantity Monthly Unit Cost Total Monthlv Cost .m 1 City Hall 4305 Santa Fe Avenue Provide two (2) three (3) cubic yard recycle bins, and pick up and dispose of contents two (2) times per week. 2 bins 119.50 ea..!39.m 2.City Hall 4305 Santa Fe Avenue Provide two (2) three (3) cubic yard waste bins, and pick up and dispose of contcnts two (2) times per week. 2 bins E8l9-ea.$9.m 3.Cig Hall/805 Santa Fe Aven ue Provide one (1) three (3) cubic yard green waste bin, and pick up and dispose of contents one (1) time per week. l bin i75.(-)] ea.$75.m 4.City Apartments 3376.3390 E. 50t' Street Provide one (1) two (2) cubic yard recycle bin, and pick up and dispose of contents one (l) time oer week. l bin h9.9 ea.$49.50 City Apartments 3376.3390 E, 50n Street Provide one (l) three (3) cubic yard waste bin, and pick up and disposc of contents one (1) time per week. l bin [18.C0 ea.618.C0 6 Recycling Center 2221 E. 55ur Street Provide three (3) forty (40) yard roll.off containers for regular trash debris and pick up, haul and dispose of contents on an as needed basis. 3 bins 6.0tron 7.Recycling Center 2221 E. 55th Street Provide one (1) forty (40) yard roll-0ff container for green waste and pick up, haul and dlspose of contents on an as needed basis. l bin @.0non 1993.m 15 tons hl:trffi3-0- )jsposal:gm 8.Recycling Center 2221 E. 55rh Street Provide one (1) fory (a0) yard roll-0ff container for vvaste tires and pick up, haul and dispose of contents on an as needed basis. l bin l3/z).\JJ l5 tons +r'l:$225.0 )i <r'r<al . (?'t m 18 Page 3 l20.0Jton I Public Utilities 4990 Seville Avenue Provide one (1) three (3) cubic yard rvaste bin, and pick up and dispose of contents one (1) time per week. l bin F9.50 ea.F9.50 10.Public Utilities . Gas 2716 Leonis Blvd. Provide one (l) thrce (3) cubic yard bin to be picked uD on an as needed basis. l bin $25.C0 ca.$25.0 11 Petrelli Eleclric 2323 E. Vemon Avenue Provide one (t) three (3) cubic yard waste bin, and pick up and dispose of contenb one (1) time pel week. l bin eqre.tsg.s0 12 Petrelli Electric 2323 E. Vemon Avenue Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time Per week. I bin [8.C0 ea.fl8.m 13 Fire Station N0.76 3375 Fruitland Avenue Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of contenE one (1) iime per week. 'l bin F9.50 ea.s9.50 14 Fke Station No. 763375 Fruitland Avenue Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time per week. 'l bin 118.C0 ea.$18.m Fire Station No. 77 4301 Santa Fe Avenue Provide one (1) three (3) cubic yard waste bin, and pick up and dispose ol contents one (1) time per week. l bin EEq-ea s9.50 lo Fire Station No. 77 4301 Santa Fe Avenue Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contenb one (1) time per week. l bin i18.Co-ea s18.m 17 Fire Station N0.78 2800 Soto Street Provide one (l) three (3) cubic yard waste bin, and pick up and dispose of contents one (1) time per week. I bin S9^50-ea.Y+9.50 18 Fire Station No. 78 2800 Soto Street Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time per week. l bin i18-Q-ca.$18.C0 19 Fire Station No. 79 4530 Bandini Blvd. Provide one (1) three (3) cubic vard waste bin, and l bin *9.50 ea.$+9.S0 19 Page 4 pick up and dbpose of conlents one (11 time per week. 20.Fire Station N0.79 4530 Bandini Blvd. Provide one (1) three (3) cubic yard recycle bin, and pick up and dispose of contents one (1) time per week. l bin v118.C0 e&fl8.m 21 Petrelli 2800 Soto Street Provide one (l) fory (40) cubic yard waste bin, and haul contents one (1) time Der month. I bin $93.C0 toaa $%.m Petrelli 2800 Soto Street Provide disposal of contents of one (l) forty (40) cubic yard vvaste bin one (1) time Der month. l bin E,.ate!trs.m 23 Station A 4990 Seville Avenue Provide one (1) three (3) cubic yard waste bin, and pick up and dispose of contents one (l) time pel week. l bin ryee ts9.50 24.Station A 4990 Seville Avenue Provide one (l) three (3) cubic yard recycle bin, and pick up and dispose o, contents one (1) time per wcek. l bin $1&mea $18.0 $63m.m 25 City Housing See Pages 11-12 Provide one (1) sixty (60) gal, waste bin, and pick up at each of 20 listed homes and dispose of contents once pe] week. 20 homes $z.m&!c fl4.m 26 City Housing See Pages ,l1.12 Provide one (1) sixty (60) gal. recycle bin, and pick up at each of 20 listed homes and dispose of contents once per week. 20 homes $],@-lXprne $20.c0 27 City Housing See Pages 11.12 Provide one (1)sixty (60) gal. green waste bin, and pick up at each of 20 listed homes and dispose of contents once per week. 20 homes $7.C0 /home $140.C0 SUBTOTAL ITEMS 21i3 $m.o SUBTOTAL COST PER MONTH g 66,S.G 25-27 WRITTEN AI,,IOUNT ^su llu.EAM sD( H.NRED NIIiEIY DoIlj8S & C0/1CG__U 20 Page 5 ATTACHMENT NO.4 AFFIDAVIT OF NON-COLLUSION CONTRACTOR STATE OF CALIFORNIA /,'.S couNTY oF LOS ANG ELES| David Beliakoff being first duly swom deposes and says that he/she is SecreEary (IEdt "Solc Om.t", _Pdlr.r., _Pftsiddl", 'Sd!tqa, d ottcr PtoF t c) . Haul-Away Subbish Service Co., lnc.ot (lnsen nam€ of bidder) who submis herewith to the City or Vemon a proposal; That all statements of fact in such proposal are true; That such proposal was not made in the interest ofor on behalfof any undisclosed person, partnership, company, association, organization or corporation; That such proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest ofthe City ofVemon, or ofany other bidder or anyone else interested in the proposed contract; and further That p or to the public opening and reading of proposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal; b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham proposal, or that anyone should refrain from bidding or withdraw his proposal; c. Did not, in any manner, directly or indircctly seek by agreement, communication or conference with anyone to raise or fx the proposal price ofsaid bidder or ofanyone else, or to raise offix any overhead profit or cost element ofthis proposal price, or ofthat ofanyone else; d. Did not, directly or indirectly, submit his proposal price or any breakdown thereoe or the contents thereof, or divulge information or data relative thereto, to nay corporation, partnership, company, association, organization, bid depository, or to ary member or agenl 27 Page 6 thereof, or to any individual or group of individuals, except the City ofVernon, or to any person or persons who have a partnership or other financial interest with bidder in his business. I certifo penalty ofperjury that the above information is correct By,1111". SecreEary 22 Page 7 Date:25,2Ot1 ATTACHMENT NO.5 CITY OF VERNON 4305 Santa Fe Avenue. Vernon. California 90058 : Tetenhone (323) 5E3-EEll Vendor List Ouestionnaire ! v Aftidavit ofEqual Opportunitv & Non Sesresation v In order to be placed to the City's vendor list and be eligible to receive City business, you must provide the following information except where indicated as "optional". By submitting this form v you are declaring under penalty of perjury under the laws of the State of Califomia and the laws v of the United States that the information is true and correct. Furthermore, you are certifring that \, your firm will adhere to equal opportunity employment practices to assure that applicants and v employees are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex or age. And, your firm does not and will not maintain or provide for itsv employees any segregated facilities at any of its establishments, and that it does not and will notv permit its employees to perform their services at any location, under its control, where segregatedv facilities are maintained. v Address 1205 Date Street Name of Compan, Haul-Away Rubbish Business Telephone_Q231 721-!371 FaxNumber (323) 887-0920 \- City l4ontebello State CA Zip 90640 v Contact person David Beliakoff E-mail Address haulawayrubbisbGhotnui l. com (optional) Tax ID Number (or Social security Numbe 11 95-29057 36 \, Remit Address (if different) same A: Above Please state clearly and concisely the type(s) ofgoods and services your company provides: llaste Hauling & Recycling fullecfion 23 Page 8 ATTACHMENT NO.6 LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] v contractor: Responsible Principal of Contractor: \, Notice lnformation - Contractor: v Notice lnformation - City: v Commencement Date: Termination Date: Consideration: v Records Retention Period [insert name of contractor] [insert name, title] [insert name of contractor] [insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] City of Vernon 4305 Santa Fe Avenue Vemon, CA 90058 Attention: [insert department head] [insert department head title] Telephone: (323) 583-881 1 ext. [insertl Facsimile: [insert fax number] [insert commencement date] [insert termination date] Total not to exceed $linsert amount] (includes all applicable sales tax); and more particularly described in Exhibit C Three (3) years, pursuant to Section 8.3 COVER PAGE 24 Page 9 LABOR AND MATERIALS CONTMCT BETWEEN THE CITY OF VERNON AND [CONTMCTOR'S NAME] This Contract is made between the CITY OF VERNON ('City), a Califomia charter Cityv and Califomia municipal corporation, and lContractot's Name], a [State incorporated in]\, corporation, with headquarters located at lContrac{o/s Address] ('Contractof). The City and Contractor agree as follows: 1.0 Contractor shall fumish all necessary and incidental labor, material, equipment, transportation and services as described in, and strictly in accordance with, and subjec{ to all\,termsandconditionssetforthinSpecificationsforE,asmorefully v set forth in the Scope of Services, attached hereto and incorporated herein by reference as v Exhibit'A'. 2.0 All work shatl be done in a manner satisfactory to the City's Director ofv [Department] (the'Direclod), or the Directo/s designee, in writing, and shall be of highestv quality with respect to the contract specifications. v ln the event Contractor fails to perform satisfactorily the City shall advise v Contractor in writing, and Contractor shall have thirty (30) days to cure such failure to v satisfactorily perform. lf Contractor fails to so cure its performance within said 30 days, the City may, at its option, terminate this Contract for default without further liability, other than payment\' to Contractor for work performed satisfactorily prior to the date of termination. \, 3.0 Contractor shall commence work upon the signing of this contract and shall \, perform work requested in writing by Director. 4.0 ln consideration of satisfactory and timely Performance of requested work\' pursuant to the Schedule set forth in Exhibit "8,' which is attached hereto and incorporated\' herein by reference, the City shall pay Contractor as follows: 25 Page l0 The bid amounts, according to the requested and accepted price set forth in the Contracto/s bid proposal, attached hereto and incorporated herein by reference as Exhibit "C'. The total amount to be paid to Contractor during the term of this contract shall not exceed Dollars ($000,000.00) without the prior approval of the City Council and without a written amendment of this contrac{. 5.0 Concunently with the execution of this Contract, Contractor shall fumish bonds of a surety satisfactory to the City, as provided in the specifications and Notice lnviting Bids. The cost of the bonds shall be paid by Contraclor. 6.0 GENERAL TERMS AND CONDITIONS. 6.1 INDEPENDENTCONTMCTOR, 6.1 .1 lt is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent or employee of City and shall fumish such services in its own manner and method except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exaclions, and regulations of any nature whatsoever. 6.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 6.2 CONTMCTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors, if any, shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otheMise. Page I I 6.3 O\ NERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or eadier termination of this Contract. Contractor may make duplicate copies of such mabrials and documents for its own files or for such other purposes as may be authorized in writing by the City. 6.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness. 6.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 6.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 6.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attomey, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otheMise constitute a novation. 6.8 COMPLIANCE WTH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Page 12 6.9 ATTORNEY'S FEES. lf any action at law or in equi$ is brought to enforce or interpret the terms of this Contract, the prevailing pary shall be entitled to reasonable attomey's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 7.0 INTERPRETATION 7 .1 APPLICABLE LAW. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be govemed by and construed according to the laws of the State of Califomia, without regards to its conflict of laws rules. 7.2 ENTIRE AGREEMENT. This Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 7.3 \ /RITTEN AMENDMENT. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications conceming this Contract shall be of no force or effect. 7.4 SEVEMBILITY. lf any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 7 .5 ORDER OF PRECEDENCE. ln case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otheMise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Specifications shall control over the Contracto/s bid. 7.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into in the City of 28 Page 1 3 Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 7.7 DUPLICATE ORIGINALS. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. 7.8 TIME OF ESSENCE. Time is strictly of the essence of his Contract and each and every covenant, term and provision hereof. 7.9 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and wanants to the City that the Contrac{or has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 7.1O ARBITMTION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbikators may be entered in any court having jurisdiction thereof. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 7 11 INDEMNITY 7.1 1.1 Contractor agrees to indemnify, hold harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attomey's fees and costs of litigation) which in whole or in part result ftom, or arise out of, or are claimed to result from or to arise out of: Page 14 A. any activity on or use of City's premises or facilities or any performance under this Contract; or B. any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract. 7 .11 .2 This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark inftingement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). The sole negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor's subcontractors are excluded from this indemnity agreement. 7 .12 RELEASE. Contractor agrees to release and covenants not to sue the City, its City Council and each member thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract. 7.13 INSUMNCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 7.13.1 Automobile Liability with minimum limits of at least $1,000,000 combined single limit including owned, hired, and non-owned liability coverage. (1) Contractor agrees to subrogate automobile liability resulting ftom performance under this agreemenl by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable Page I 5 attomey's fees ('Claims"), which are attributable to any act or omission by the City under the performance of the services. 7.13.2 General Liabillty with minimum limits of at least $1 ,000,000 per occurrence and $2,000,000 in aggregate written on an lnsurance Services Office (lSO) Comprehensive General Liability "occunence" form or its equivalent for coverage on an occunence basis. Premises/Operations and Personal lnjury coverage is required. The City of Vemon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractot's performance of this Contract. A. lf Contractor employs other contractors as part of the services rendered, Contracto/s Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall fumish separate insurance for each subcontractor, meeting the requirements set forth herein. B. Blanket Contractual Coverage. C. Producls/Completed Operations coverage. D. Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attomey's fees ('Claims'), which are attributable to any act or omission by the City under the performance of the services. 7.13.3 Errors and Omissions coverage in a sum of at least $1,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. 31 Page I 6 7. 1 3.4 Contraclor shall comply with the applicable sections of the California Labor Code conceming workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: A. Provide copy of permissive self-insurance certificate approved by the State of Califomia; or B. Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employe/s Liability lnsurance with a minimal limit of $1 ,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or C. Provide a '\raiver'' form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 7.'13.5 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 7.13.6 lnsurance shall be placed with insurers with a Best's rating of no less than AVlll. 7.13.7 Ptiot lo commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurerto bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 7.13.8 Failure to maintain required insurance at all times shall constitute a default and material breach. ln such event, Contractor shall immediately Page I 7 notify City and cease all performance under this Contract until further directed by the City. ln the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with colleclion rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self insure the risk, with all damages and costs incuned, by judgment, settlement or othemise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. 7.14 NOTICES. Any notice or demand to be given by one party to the other shall be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vemon or any other City department is not adequate notice. lf to the City:City of Vemon Attn: [Name and Title] 4305 Santa Fe Avenue Vemon, CA 90058 \Mth a Copy to:Carlos R. Fandino, Jr. City Administrator City of Vemon 4305 Santa Fe Avenue Vemon, CA 90058 lf to the Contractor: 33 Page 1 8 Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written nolice of such request to the other party. 7.15 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen ('l 5) calendar days' written notice to Contractor. lf the Contract is thus terminated by City for reasons other than Contractoas failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effeclive date of termination. Such payment shall be Contractois exclusive remedy for termination without cause. 7.16 DEFAULT. ln the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 7.17 ASSIGNMENT OF ANTITRUST CAUSES OF ACTION, Contractor hereby agrees to assign to the City all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. $ 15) or under Chapter 2 of the Cartwright Act (commencing with Section 16700) or part 2 of Division 7 of the Califomia Business and Professions Code, or any similar or successor provisions of Federal or State law, arising from purchases of goods, services or materials pursuant to this Contract or any subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgment by the parties. 34 Page 19 80 ADDITIONAL ASSURANCES 8.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. CONTTAC{OT certifies and represenls that, during the performance of this Contract, the Contrac{or and any other parties with whom it may subcontract shall adhere to equal opportunity employment prac{ices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex' age, medical condition, marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "D'. 8.2 VERNON BUSINESS LICENSE. Contractor shall obtain, and pay any and all costs associated therewith, any Vemon Business License which may be required by the Vernon Municipal Code. 8.3 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contracto/s records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contrac,t or for other purposes relating to the Contract. The Contractor shall maintain and presrve all such records for a period of at least 3 years after termination of the Contract. The Contraclor shall maintain all such records in the City of Vemon. lf not, the Contractor shall, upon request, promptly deliver the records to the Ci$ of Vernon or reimburse the City for all reasonable and extra costs incuned in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. 8.4 CONFLICT. Contraclor hereby represents, warrants and certifies that no member, officer or employee of the Contractor is a director, ofiicer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. 35 Page20 8.5 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontraclor, if any, shall forfeit twen$-five dollars ($25) for each worker employed in the execution of this Contract by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810through 1815 of the Califomia Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of I hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1% times the basic rate of pay. 8.6 LIVING WAGES. Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit "E". Upon request, certified payroll shall be provided to the City. 8.7 [FOR PUBLIC WORKS AND RELATED CONTRACTS THE FOLLOWNG PROVISIONS MUST BE ADDEDI PREVAILING WAGES. The provisions of Califomia Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. ln addition, the selected consultant and/or any subcontrac{or must be cunently registered and qualified (including payment of any required fee) with the State Department of lndustrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of lndustrial Relations. lf Living Wage Provisions and Prevailing Wage provisions should both apply to this Contract, Contractor and all of its Subcontractors shall pay the higher of the applicable wages to the extent required by law. [Signatures Begin on Next Page]. 36 Page 2l lN WTNESS \A/FIEREOF, the Parties have signed this Agreement as of the Commencement Date stated on the cover page \, City of Vemon, a Califomia charter City \, and Califomia municipal corporation \- By: : [lnsert Name and Titlel ATTEST: Maria E. Ayala, Ci$ Clerk APPROVED AS TO FORM: \, Hema Patel, City Attomey By: ICONTMCTOR'S NAMEI, a [State incorporated inl corporation By: Name: Title: Name: 37 Page22 EXHIBIT A SCOPE OF SERVICES 38 Page 23 EXHIBIT B SCHEDULE 39 Page 24 EXHIBIT C PROPOSAL 40 Page25 EXHIBIT D EQUAL EMPLOYMENT OPPORTUNIry PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor 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. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contraclor, state that it is an "Equal Opportunity Employe/' 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. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor 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 its records pertaining or relating to its employment practices, except to the elitent 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. 41, Page26 v ExHrBrr Ev LrvrNG wAGE PRovrsroNs \, [lqllEgE-tjyirylrysrcs: v A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour v with health benefits, or $1'1.55 per hour without health benefits. v Pais!-u!L!J.EE!C-9g@: v Employers provide qualifoing employees at least twelve compensated days off per year for sick v leave, vacation, or personal necessity, and an additional ten days a year of uncompensated v time for sick leave. v L@l!et!s: \7 A prohibition on employer retaliation against employees complaining to the City with regard to \- the employe/s compliance with the living wage ordinance. Employees may bring an action in v Superior Court against an employer for back pay, treble damages for willful violations, and attomey's fees, or to compel City officials to terminate the service contract of violatingv employers. 42 Page27 ){^rl4."y o?"Xhul Sewize Co., 0*. EXECUTTVE SI'MMARY Haul-Away Rubbish Service Co., Inc. is a third generation family-owned and operated business. We have offered solid waste collection and recycling services to Los Angeles County and Orange County for 67 years. Family Patriarch Morris BeliakoffSr. founded the company with a vision to provide quality service you can trust. To this day, that vision holds true. We feel our size and ownership position enables us to be more responsive and competitive. Our owners are involved in day+o-day operations and are able to adapt more quickly to changing work requirements and deliver consistent performance. Being locally owned and operated, Haul-Away Rubbish Service Co., Inc. offers a stable management team with commitment and loyalty to provide solid waste and recycling services. Both management and employees are dedicated to provide high quality service to all the communities we serve. Haul-Away Rubbish Service Co., [nc. currently provides state-of-the-art customff service and billing software that provides real-time service and billing information. The company maintains up to 8 incoming phone lines and mapping software. We also perfomr quality control inspections; trained customer service representatives provide information and assist with service problems when they arise. Our customer service and billing center is located in Montebello, Califomia. When possible, Haul- Away Rubbish Service Co., lnc. recruits local customer service representatives that have personal knowledge of our service areas. Low employee turnover is key to our superior customer service. Low tumover enables us to create long-term relationships with our customers. This is a win-win situation for both parties. Our customer service department helps to educate the public by providing information about recycling services, household hazardous waste disposal, and proper disposal instructions. We place high priority on diversion and have consistently demonsEated our ability to be innovative in our techniques for delivering these services to all the communities we serve. We currently comply with the provisions of AB-341 and have educational materials ready to be disuibuted. Haul-Away Rubbish Service Co., Inc. is dedicated to preserving our environment for the future. Our recycling motto is: " Recycle, It's everyone 's responsibilily. " 1205 Date Street, Montebello, CA 90640 Phone (323)721-0371 Fax (323)887-0920 haulawaymbbish.com Page 28 )l ^rt 4- "y -? "l 0 ul 3 e',tt inz C o., 0 *. SCOPE OFWORK Refuse Collection, Recycling and Disposal Services Work to be perforrned by Haul-Away Rubbish Service Co., lnc. includes the fumishing of all labor, supervision, equipment, materials, tools and all other items necessary to perform Refuse Collection, Recycling and Disposal Services in accordance with the City of Vemon's Request for Proposals. City f,'acilities Collections from City Facility resources shall be accomplished at least once weekly, or more ftequently, as stated in the Scope of Work. All services shall be rendered between the hours of 7:00 A.M. to 3:00 P.M. Haul-Away Rubbish Service Co., Inc. shall provide the bins for the collection of solid waste, green waste and recyclables. Residential Refuse Collection Collections from residential sources shall be accomplished once weekly. All services shall be rendered between the hours of 9:00 A.M. to 4:00 P.M. Haul-Away Rubbish Service Co., Inc. will provide each customer with 1-60-gallon barrel each for trash, green waste and recycling. The carts will be of durable construction, have lightweight ergonomic lid desigq handles and a foot hold. The carts are wheeled with single axles and have appropriate signage along with instructions. Bins Haul-Away Rubbish Service Co., Inc. will provide frontload style, pitch-top bins. The bins will be waterproof and have plastic fitting lids. Drivers will identifu and report bins in need of repair, painting, or cleaning. Bins will be repaired and cleaned, and unsightly conditions will be removed at our facility in Montebello. Haul-Away Rubbish Service Co., Inc. will replace, or remedy, unsightly containers within one ( I ) working day after receiving the request. Any materials dumped onto or around the ground will be properly cleaned and disposed ofby the driver. Bins used for recycling will be painted a different color to identify them as recyclable. The company's name and telephone number will be stenciled on all bins along with other instructional and promotional si gnage. 1205 Date Street, Montebello, CA 90640 Phone (323)721-0371 Fax (323)887-0920 haulawaymbbish.com Page29 Billing Haul-Away Rubbish Service Co., tnc. will bitl all Single Family Residences directly on a monthly basis, thirty (30) days in the rear. We will bill the City directly for the remaining accounts, on a monthly basis, based on container size and service needs. We will accept major credit cards' Temporary Bin & RolI-Ofi Container Service Haul-Away Rubbish Service Co., [nc. can also provide temporary bin and roll-off container services, including, but not limited to, containers for construction and demolition projects. These services can be performed upon request. 1205 Date Sheet, Montebello, CA 90640 Phone(323)721-0371 Fax (323)887-0920 haulawaynrbbish.com Page 30 4^rI 4- "y o?"[hul J,ez., i.er, C o., 0*. PERSONNEL Waste and recycling collection services are a top priority at Haul-Away Rubbish Service Co., lnc. Our customer service call center responds quickly and provides accurate information to all inquiries in a professional manner. Any inquiries or complaints about possible missed pick-ups, spills, etc., are immediately forwarded to the Project Manager. After assessing the situation, the Project Maneger will then contact the desigrated City of Vemon Representative to take all necessary steps to resolve the issue. To ensure qualily service and satisfaction, necessary meetings will be planned with the desipated City of Vemon Representative to discuss all details regarding refuse, recycling and disposal collection services. Any City Representatives service requests will be responded to within 24 hours. All assigred personnel will be in direct communication with the Haul-Away Rubbish Service Co., Inc. Project Manager to ensue all work has been completed as specified in the Scope of Work. During waste and recycling collection services, all route collectors operate in a safe and professional manner. Each driver will complete a daily report history for that day's route. All solid waste and recycling tonnages will be compiled and recorded at the end ofeach work day. 1205 Date Street, Montebello, CA 90640 Phorc (323)721-0371 Fax (323)887-0920 haulawayrubbish.com Page 3 1 )l ^rI 4- "y 4 "1, E ul 3 ezo i.cz O o., 0 *. Key Personnel David Beliakoff and Morrie Beliakoff will serve as the key personnel contacts who shall oversee all service areas desigr.ated in the Scope of Work. Both have managerial experience, and most importantly, have a great deal of route collection experience and full knowledge ofour operating equipment. David M. Beliakoff, CFO, Secretary and Operations and Maintenance Manager, has over 29 yeats' of experience in the refirse and recycling collection industry. Morrie M, Beliakoff, CEO, President and Route Manager, has more than 43 years' of experience in the refuse and recycling collection industry. The following is a description ofour Supervisory qualifications. David Reliakoff CFO, Secretary Operations and Maintenance Manager RESPONSIBILITIES Project Manager Transitional Service Provider Quality Control Driver and Route Supervisor Customer Service Admini strator Financial Morrie M. Beliakoff CEO, President Route Manager RESPONSIBILITIES Contract Compliance Safety Administrator Facility Management AB939 Compliaace 1205 Date Street, Montebello, CA 90640 Phone (323)721-0371 Fax (323)887-0920 haulawa).nrbbish.com Page 32 /- Jl "LrI 4* "y 4 uhh ul 3 "',,'t to' C o., 0oo. SAFETY AND EXPERIENCE Traflic-Route and Safety Collection routes will be designed to minimize air pollution, trafftc, noise, and wear and tear on the roads. Collection vehicles will avoid high traffic areas during peak traffic periods. All collection vehicles are equipped with the most current safety equipment such as hig y visible tum signal indicators at the rear and on the side of each truck as well as rear-view mirror cameras. Preventative maintenance technicians perform daily, monthly and annual vehicle and equipment inspections. Other items me routinely monitored and quickly repaired to assist the driver's performance. Haul-Away Rubbish Service Co., Inc. supervisors provide all necessary training and all employees are properly trained before delivering and operating any equipment. Also, it is mandatory for all personnel to attend regularly scheduled safety meetings and to abide by the company dress code, which includes wearing a safety vest, gloves and steel toed boots, that meet CALOSTIA standards, when providing solid waste and recycling collection. Experience Our experience ranges from Govemment, State, Local and Private sectors. We understand each customer's demands are different. We adapt to their needs and address them professionally. Our employees take pride in the communities we service and are eager to help ow customers. References Please find attached a list ofreferences. 1205 Date Sfieet, Montebello, CA 90640 Phore (323)721-0371 Fax (323)887-0920 haulawaynrbbish.com Page 33 4""t4*"y -?rlhil Seatbe Co.,0*.\, REFERENCES v City of Bell Gardens (Non-Exclusive Franchise) v 8327 S. Garfield Avenue Bell Gardens, CA 90201v Public Works Directorv Phone# (562)806-77'10 \, Fax # (562) 806-7789 \' We have been servicing this community s nce 1972. v We service approximately 255 commercial customers using frontload bins. We utilize a front- loader truck and a scout truck that fits into areas where the front loader truck cannot. The scout\' truck is used on ruurow or very long driveways. Utilizing a scout truck conserves driver energy\' and increases route pick-up efficiency. \, In 2004 Haul-Away Rubbish Service Co., Inc. was the first company in Bell Gardens to offer a Multi-Family Recyclhg program. We delivered to each of our Multi-Family customers a bluev recycling automated cart. The carts are lightweight and include the proper signage, instructing the\, patrons what can go into the recycling cart. The program has yielded great results. The program v is also open to any ofour commercial/business customers that take interest in recycling. v City ofLong Beach (Non-Exclusive Franchise) v 2929 E. Willow Sneet \, Long Beach, CA 90806 Erin Rowland\' Phone # (562) 570-2851v Fax#(562)570-2861 We have been servicing this community since 1983 v We provide commercial and residential trash disposal sewices throughout the City of Long Beach. \, Included in our services are weekly scheduled recycling collections. Containers are provided to all \, customers, including barrels and bins, which are emptied using either our front loader or scout vehicles. v Also available are roll-off and low-boy containers along with our temporary 3yd bins. We have \, current recycling progrems available for any customer who must meet recycling diversion v requirements specified by the City ofLong Beach. \' 1205 Date Street, Montebello, CA 90640 Phone(123)721-0371 Fax (323)887-0920 \, haulawaymbbish.com Page 34 4 *I o1. "y -?il0 u^E 3 eut to' C o., 0*. QUALIFICATIONS Haul-Away Rubbish Service Co., lnc. shall appoint two employees to serve as the primary and secondary contact persons in relation to the City's operations. David M. Beliakoff, Operations and Maintenance Manager, has more than 29 years' of experience in the refuse collection industry. Morris M. Beliakoff, Route Manager, has over 43 years' of experience in the refuse collection industry. Haul-Away Rubbish Service Co., Inc. is in complete compliance with all federal and state mandates for clean air including SCAQMD Rule 1193 compliance. In the past 9 years, Haul- Away Rubbish has been aggressively updating our fleet wiilr today's most modem diesel particulate trap mufflers as required by the Califomia Air Resources Board. Recently purchased vehicles from the dealer have already been equipped with the necessary requirements' Since August 2010, in addition to our clean buming diesel trucks, we have incorporated 6 CNG vehicles to our fleet. Haul-Away Rubbish is dedicated to preserving our environment for the future. Haul-Away Rubbish Service Co., lnc. has not received any citations or failue-to-abate notices in the last three years from the Califomia Division of Occupational Safety and Health. Haul-Away Rubbish Service Co., Inc. vehicle terminal has received a rating of Satisfactory (S) by the Califomia Highway Patrcl (CHP) in our most recent BIT. A copy of our inspection can be provided upon request. Insurance required by the City of Vemon will be provided upon awarded contact. 1205 Date Street, Montebello, CA90640 Phone(321)721-0371 Fax (323)887-0920 haulawaynrbbish.com Page 35 EEc,- =6fi='OJaoo?oio!T !- oo =.o20FOi E vc@ID a) (tm7 omo ,,o 2a @cla2moat-ooIo- -^)z6 gx FEii-a9-{o @IAo EHE dgimrdS r- (, 1o-lt, eEadE;om ?omo9 29 -{o @m!oo{moz oo2o!ococ(t, ! Eom -o-t{u zat.tt ma ormo,atzo2am.iczo @-m so AEni E Ht cs$t3 BE[g fr-Ega66=z Page 36 m mFi ilFg E.Es 3PEB3o _' o.'!o -,=N: i3D r O*J"io @t-io(,o@ Notify rhe Health Department of any changc of ownership, rype of business activity, busrncss name, or billing address by calling (323) 5$A8lr. Failure to notifi de Health hpanmcnt rnay resrlt in latc pcnahies, Permir denial or rcv€ation, and businesr cl6ure. PERMITS TO OPERATE AND ANNUAL FEE PAYMENTS ARE Ncrt TRANSFERABLE. PcmiB b€come void on clange cf,owneFhip. New owncn musr ap,ply and pay for a new PermitG) prior ro beginning op€ration or penalties will be assessed at 10% 6r month. HAUL-AWAY-RUBBISH SER CO INC. 1205 OATE ST MONTEBELLO, CA 9O&IO DETACH FORM HERE AND DISPTAY HFALTH PERMIT T,!3RTION CONSPICUOUSLY ON THE PREMISES Business Ngme DBA ATTN Business Address Faciliiv lD FA0000688lssired: 1/30i'2017 PT0001594 SOLID WASTE COLLECTION BUSINESS Valid From 1nni17 fo 1281n017 PT0000979 SOLID WASTE COLLECTION VEHICLE Valid From 11112017 fo 1213112017 LICENSE # 67230F1 LICENSE # 8R17803 LICENSE # 7L4,r973 THE PERSON, FIRM, OR CORPOMTION ABOVE NAMED IS HEREBY GRANTED A PERMITTO ENGAGE IN THE BUSINESS ACTIVIry DESCRIBED ABOVE IN THE CIry OF VERNON FOR THE PERIOD INDICATED = il*l Ciry of Vemon Health Department 4305 S. Santa Fe Avenue Vemon, CA 90058 (323) 583-8811 HEATIH PERMIT TiAUL{WAY-RUBBISH SER CO INC. ,I205 DATE ST MONTEBELLO, CA g@to Heafth Offcer Page 37 c D EXHIBIT D EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS contraclor certifies and represents that, during the performance of this Agreement, the. contractor and each subcontractor 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, h9n!!cap' ,6r, or age. Contractor further cehifies that it will not maintain any segregated facilities. Contractor agrees that it shall, in all solicitations or advertisements for applicants for. employment-placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employe/, 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' contractor agrees that it shall, if requested to do so by the city, certify that it has not, in the performanciof this Agreement, discriminated against applicants or employees because of their membership in a protected class. contractor agrees to provide the city with access to, and, if requested to do so by city, through its aiarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. E 15 June 2017 EXHIBIT E LIVING WAGE PROVISIONS ilinimum Livinq Waoes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefrts, 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, vacaiion, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. !!oReta!!@: A prohibition on employer retaliation against employees complaining to the city with reg.ard to the employer's comp - ordinance. Employees ._"y !ri.ng. an action in Superior iourt again , treble damages for willful violations, and attorney,s fees, oi to inate the service contract of violating employers. 16 June 2017 REC.='\'ED ocT I 2 2017 CIIY CLERl('S OFIICE REOE{\',EE ocT lr 2017 CITY ADMINISTRATION STAFF REPORT C.f ro\,r.,lr1 PUBLIC WORKS DEPARTMENT DATE: TO: FROM: RE: October l7 ,2017 Honorable Mayor and City Council Daniel l{all, Public lVorks Directo Originator: Brandon Araujo, Project Engineer F.a. A Resolution Authorizing Submittal of Application(s) for all CalRecycle Grants for which the City of Vernon is Eligible, Including the Rubberized Pavement Grant Program Recommendation 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 B. Adopt the attached Resolution authorizing the City Administrator, Director of Finance, Director of Health and Environmental Control, Director of Public Works, the Chief of Police, the Fire Chief, and the General Manager of Public Utilities, or their respective designee, as stated in a separate lrtter of Designation, to execute in the name of the City of Vernon all CalRecycle grant documents, including but not limited to, applications, agreements, amendments and requests for payment, necessary to secure grant funds and implement the approved grant project. Background CalRecycle has established a number of grant programs aimed at reducing waste and diverting materials from landfi lls. Of particular inrerest to the Public Works Depanment is The Rubberized Pavement (TRP) Grant Program. Rubberized Asphalt concrete (RAC) is typically more expensive than conventional pavement. TRP Grant Program reimburses the eligible grantees the difference in cost between the RAC and conventional pavement up to an amount of $ l0/ton. Generally, rubberized asphalt concrete provides stmctural performance that is superior to conventional pavement. This superior performance is desirable in a city with heavy-vehicle traffic. The Public Works Department is proposing the use ofRAC for the Soto Street Resurfacing project, currently scheduled for Fiscal Year 2018-2019. This project will resurface Soto Street from the Los Angeles River to the City's southern limits. As a condition of the grant, construction must be completed by April l, 2020. Attached is the completed application which was submitted electronically by the deadline of October 5, 2017. CalRecycle requires the City Council to adopt a resolution by November 2, 2017 that authorizes the grant Applicants to apply on the City's behalf. CalRecycle offered two sample resolutions: one that could be used for individual grants and one that could be used for all grans that CalRecycle offers for which the City would be eligible. In order to reduce the need to adopt a resolution for each individual grant the City may apply for in the future, the resolution to be used for all grants was selected. In addition, since both the Health and Environmental Control Department and the Public Works Depanment will have applied for grants from CalRecycle, the language of the Resolution was expanded to allow the City Administrator, Director of Finance, Director of Health and Environmental Control, Director of Public Works, the Chief of Police, the Fire Chief, and the General Manager of Public Utilities, or their respective designee, as stated in a separate l-etter of Designation, to execute in the name of the City of Vernon all grant documents, including but not limited to applications, agreements, amendments and request for payment, necessary to secure grant funds and implement the approved grant project. Fiscal Impact There is no fiscal impact as a result of adopting the attached Resolution. The gant funds will benefit the City by reducing the cost ofRAC. Attachment l) Resolution2) l,etter of Designation3) Completed Application Submitted to CalRecycle Page 2 of 2 +:os suntu n,iHk1tuY,lll3a,,"u" roo* Telephone (323) 583-881I Fax (323) 826-1435 October 3, 2017 Califomia Department of Resource Recycling and Recovery l00l I Street 9th Floor, 9-57E Sacramento, CA 95814 Dear Ms. Tesser: Pursuant to the Resolution authorizing submittal of application(s) for all CalRecycle grants for which the City of Vernon is eligible, I am a designated Signature Authority for the City of Vemon. I am authorized by the Resolution to execute on behalf of the City of Vernon all documents, including but not limited to, applications, agreements, amendments and requests for payment, necessary to secure funds and implement the approved project. The Resolution also authorizes me to delegate this authority. Accordingly, I hereby delegate this authority to the Public Works Department's Project Engineer. This delegation is effective as long as the Resolution is in effect. Sincerely, -,,--\ ' )-zu'/tl- Daniel Wall Director of Public Works City of Vemon 4305 S. Santa Fe Avenue Vernon, CA 90058 (323) 583-881l, Ext. 305 dwall @ci.vemon.ca.us ratusiaety Inlustria[ GattecycleQ Generated By: Brandon Arauio Granls Manag€mont Systom (GMS) Application Appllcar : Cycl. Name: Ctrcle Codc: Grant lO: Grant Funalr Raquested: atchlng Fun4r: Awardad Funds: Prolact Summary: City of Vemon Rubborized Pavoment Grant Prcgram TRPT) 20533 $55.000.00 $0-00 (if applicable) Appllcatlon Ou6 Daiot 101512017 Secondary Due o.t€: 1 1/22017 $0-00 As a part of ths Solo Street Resurfacing projec{, the Public Works DepartrnEnt proposes to grind four to six inches of existing asphalt concrete and replac€ with a conv€ntional lift of asphalt concrete two to four inches in d€pth followed by a two inch overlay of rubb€rized asphalt concrete. Bas€d on the limilrs of the project and assumirE a 0-m inch overlay of rubbe.ized asphalt conqlte, roughly 5,000 tons of rubberized asphall concrete will be rgquired. Assuming that the full ditreEnlial in cost betreen rubberized asphah concrete and @nventional asphalt conqete is llo/ton and a 10% contingency, we have requested 355,000. The Soto Sfe€l Resurfacing projed is also slated to inco.porale design teatures to improve the watsr quality ot stormwaler runofl. We believe combining thGe features with the use of asphalt that incorporates the use of reclairned rubber will saNe as an example to others how environmentally sustainable a road can be. ilame: City of Vemon Fcdcr-.| T.x lO: 9ffi00060E Laad: X Judadacton: Vemon Cour y: Los Angeles Prlme x Second Aulh x Cnsll Brandon Ar.ulo Public Works 4305 Santa F€ Avenue vemon, CA 90058 lranld lry.ll Public Works 4305 Santa Fe Avenue Vernon, CA 90058 Tite: PDjocl Englneer Phone: 3235E3EE11 Fax: Email: barauio@d.vemon.6.us Tite: Oirecbr Phone: 32358366'l l Fax: Email: dw.all@ci-Yernon.ca.us Calegory Nam. Materials No Site lnformation Provided Amounl $55,000 00 Required Apptcation Certification Prcject Summary & Calculatjon Requir€d By Sacondriy Due D.ta Resolutron - Lead Participant ApplicaUon Certifcation - SIGNED Project Summary & Calculation 10t4t2017 10t4t2017 htts6/secure.calr€clcle.ca- go//GranEJcranUGrant-aspx?Grantl D=20533 Date Generated: octobet 1,2017 3i38 PM Page 1 ol2 x Oocum€r Tltl€Recalvad Dato Officr SuDDortng Ooqrll n(!) Drafr R€solution EPPP Policy Co,lifi catiorvNotifi ca6on Joint Pos€E Agrs€rnent Lettsr of AuthorizatiorvR6olution Letiar of Oes(rnalion Orafl Resolutron 101412017 the followinq, as instructions for more info.mation. Each applicant must upload one of the to their application See Applicatjon and X Appticant acknowiedges that a Oiafr Resoiution is uploaded in the applicalion. The Rasolution must be approved by ils govemhg body by UE secondary due date, which authorizes subm tal of the application and designates a signature authonty. f applicable, applrcant has uploaded a funds for the prcjec{ descdbed in this applicalion. lf it is determined afrer award that a parlicipating ju.isdrciion isa charter city prohibned rom receivlng state funds tor this grant projed, t,le grant will be b.minabd and any disbuced grant tunds shall bg .etumed to CalRecyde. fl any applicant or panicipating jurisdic{ion is a charter city or a iolnt powers authority that contairs one or rnoe charter cites, do€6 Labor Code sec{ion 178i prohibit those charter cities trom rec€iving stat€ funding for lhe projeci described in this grant application? Check the bllowing, as applicable. X N;. Applicant certifies that no charte. cities included in this application are prohibited trom recgiving state tunding icr the plojecl desqibed in this grant application.Do; the appliEnt certify that atl crumb rubbor us€d in the popos€d proiec(s) will b€ de.ived frorn only Calitumia{erErat6d waste tres a6d processed in Califomia? (Must answer YES in order to be eligible) (x Yes) ( No) Ooes the applicant cedity that binder mabrial used in all projEct(s) will contain a minimum of 300 pourds (or equivalent to [15%] by weight) ot the tire- derived crumb rubber p€. ton ol rubb€rized binde? (Must ansLrer YES in ord€r to be eligrble) (xYes)(No) No grant eligible costs may be incursd prior to execution oI the Grant Agr€gment and issuence of the Notice to Proceed. You may plan and bid the proiia, mr,Jever tfre placemenuinstallation of the hot-mix or chrp seal material may not occt r prio. to th€ dale indicated in th€ Notice to Prccaed. Any and a -othe ise eligibte costs that are inqlrred prio. to the datg indicaEd rn the Notcs to Prcceed will mt be reimbursed. Do you ad(nowledge that no cosb will bc paid for mat€rial placed or installed prior to the date indicated in the Notice to Procecd? (xYes)( No) Lener of an additional Does your entre oEanization have an €xisting Environment lly PrBferabl€ Pur.hasrng and Pradices (EPPP) Policy? X Yes, our entire organrzation has an existing EPPP Policy. (Must ans,wer Yes to be eligible) Labor Code section receiving state assistance for @nstsuction p(ieds if tlat charter city does not comply with Labor Code seclions 177G I any applicants or pafticipating lunsdiclions are chaner cities orjoint poweB authorities t l.rbor Code s€ction 1782 does not prohibit any included charter city from rec€iving statthtt includo charter crties. the lead aDDticant must c€rtify that l.rbor Code s€ction 1782 does not prohibit any included charter city from rec€iving state httpsr/secure.calrecycle ca.gov/Grants/GranVGrant.aspx?GrantlO=20533 Date Generated: October 4, 2017 3:38 PM Page 2 ol2 RESOLUTTON NO. A RESOLIITION OF TI{E CITY COI]NCIL OF THE CITY OF VERNON APPROVTNG AND AUIHORIZING THE SI'BMITTAI OF APPLICATION (S) FOR AIL CAIRESYCLE GR,NiITS FOR WHICH THE CITY OF VERNON IS ELTGIBLE WHEREAS, Public Resources Code sections 48000 ets seq. authorize the Departments of Resources RecycLing and Recovery ("CalRecyc1e") to adminisler various grant programs ("grants") in furtsherance of the Statse of California's ("State" ) efforts t.o reduce, recycle and reuse solid waste generated in the slate tshereby preserving landfi11 capacity and protecting public health and safety and the environmenE.; and WHEREAS, in furt.herance of tshis authority CalRecycle is required to est.ablish procedures governing the applicat.ion, awarding, and management of Ehe grants,- and WHEREAS, CalRecycle grant application procedures require, among oEher Ehings, an applicant's governing body to declare by resoluti.on certain authorizatsions related t.o the administrat,ion of calRecycle grants; and WHEREAS, by memorandum datsed OcEober ]-7, 2017, the Director of Public Works has requested the authority for the City Administ.rator. Director of Finance, Direct.or of Health and Environment.al Control, DirecEor of Public Works, tshe Chief of Police, Ehe Fire Chief, and E.he ceneral Manager of Public Utilities, or their respective desigrree, as staEed in a separate Letster of Designatsion, t.o execut.e in t.he name of the City of Vernon all grant documents, including but not limit.ed to, applications, agreements, amendments and requests for payment,, necessary Eo secure grant funds and imptemenE the approved grant project.,. and WHEREAS, the City Council of t.he City of Vernon desires Eo approve and authorize t.he submittal of application(s) to CalRecycle for which the City of Vernon is e1igible. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COIJNCIL OF THE CTTY OF VERNON AS FOLLOWS: SECTION L: The City Council of t.he City of Vernon hereby finds and determines thaE. the above recitals are true and correct. SECTION 2:The city Council of tshe CiEy of Vernon finds t,hat this action is exempt. from the California Environmental Quality Act (CEQA), because it is a general policy and procedure making activity that will not result in directs or indirect physical changes in the environmenE, and t.herefore does not constitsuEe a "projects" as defined by CEOA Guidelines sectsion 15378. SECTION 3: The City Council of Ehe City of Vernon hereby approves and auEhorizes Ehe sulmittsaI of application(s) for any and all payment programs offered. SECTION 4: The CiEy Council of t.he CiEy of vernon hereby autshorizes the city AdministraEor, DirecEor of Finance, DirecEor of Hea1tsh and EnvironmenEal Control, Director of Public works, the chief of Police, the Fire Chief, and che General Manager of Public UEilities, or their respective designee, as statsed in a separate Letter of DesignaEion, to execute in tshe name of the City of Vernon all grant documents, including but nots limitsed to, applicatsions, agreements, amendments and requests for payment., necessary Eo secure granE. funds and implement the approved grant projecE, and on behalf of, Ehe City of Vernon and to take whatever actions are deemed necessary or desirabl-e for the purpose of implementing and carrying out the purposes of this ResoluEion and the actions herein approved or authori z ed . SECTION 5: by the Cit.y Council of SECTION 6: This authorization is effective unEil repealed the City of Vernon. The city Clerk, or Deputy City C1erk, of the City of Vernon shalI certify to Ehe passage, approval and adoption of this resoluEion, and the CiCy Clerk, or Deputy City C1erk, of the Citsy of Vernon shaIl cause this resolution and the Citsy Clerk, s, or DepuEy City Clerk's, certification to be entered in the File of Resolutions of the Council of this CiEy. APPROVED AND ADOPTED Ehis 24Eh day of OcEober, 2017. Name: Title:Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy CiEy Clerk APPROVED AS TO FORM r 3 STATE OF CALIFORNIA COIJNIY OF LOS AIiIGELES )) ss ) , CiEy Clerk / Deputy City Clerk of the Cit.yI, of Vernon, do hereby certify that Ehe foregoing Resolution, being ResoLution No., was duLy passed, approved and adopEed by the Ci.Cy Council of Ehe Cit.y of Vernon aE an adj ourned regular meeting of tshe Citsy Council duly held on Tuesday, october 24, 2077, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of t.he City of Vernon. Execut.ed this day of OcEober, 20]-7, aL Vernon, California. City Clerk / Deputy CiEy Clerk (SEAL) 4 RECEIVED ocT 12 2017 CITY CLERKS OFFICE STAFF REPORT PUBLIC UTILTIES DEPARTMENT RECEBVEE ()cT r 0 mf, CtTY ADilIINISTRATI()Nr/4 DATE: TO: FROM: R-E: October 17 ,2017 Honorable Mayor and City Council Kelly Nguyen, General Manager of Public Utilities Approval of Water Rights License and Agreement Company ffi to\ \<Un State Water Recommendation A. Find that approval of the proposed action is exempt under the Califomia Environmental Quality Act ("CEQA"), because it is an administrative activiry 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 a Water Rights License and Agreement with Golden State Water Company, in substantially the same form as submitted herewith, to lease 2,000 acre feet from the Ciry of Vemon's Allocated Pumping Rights in the Central Basin for a lease unit price per acre foot of $162.00 for a revenue total of $324,000 to be placed into the Public Utilities Water Fund Revenue Account; and C. Authorize the General Manager of Public Utilities to execute the Water Rights License and Agreement with Golden State Water Company. Backsround The Ciry ofVemon overlies the Central Basin and is party to the Judgment dated October I l, 1965, and entered in Los Angeles County Superior Court Case No. 786656 entitled "Central and West Basin Water Replenishment District v. Charles E. Adams, et al" and subsequent amendments thereof as ofJuly 1,2017. As a partyto the Judgement, the City was awarded an annual Allocated Pumping Rights (APA) of 7,539 acre feet. The water rights are in perpetuity and have a market value of over $90,000,000. In 1959, the Water Replenishment District (WRD) was created to manage the groundwater basin and to oversee replenishment activities of the basin. In order to increase flexibility in the use of the City's APA, the WRD created the Carryover Program. The program allows the City to place unused water from its APA into a carryover account. For example, if the City uses 6,539 acre feet Page I of2 of its APA in any given year, it is allowed to put the remaining 1,000 acre feet, into its carryover account for later use. The 1,000 acre feet can be used at any time and is saved in the carryover account in perpetuity. The program allows the City to place a maximum of up to 60%;o or 4,523 acre feet into its carryover account. It is also standard practice in the Cenral Basin to sell, purchase, lease, and trade unused water rights among parties to the Judgement in Cenfal Basin. Over the last twelve years, a decline in the City's overall water demand fell by approximately 30%. In addition, groundwater well production decreased dramatically due to deferred maintenance. Lastly, water quality issues forced the decommissioning of two wells and curtailment of groundwater well production at two rehabilitated wells by sealing off contaminated aquifers. Due to these factors, the City's carryover account is at its maximum amount of 4,523 and due to recent well failures, staff is estimating that not all this year's water rights will be used. To prevent any loss of water rights, staffis recommending that the City's carqrover account be reduced by 3,000 acre feet. Discussion Staffplaced 3,000 acre feet ofwater rights out for lease. Three private water companies responded to the City's water right lease offering:. Liberty Utilities submitted an offer for 1,000 acre feet at $ 150 per acre footo Suburban Water submitted an offer for 1,000 acre feet at $25 per acre foot o Golden State Water Company submitted an offer for 2,000 acre feet at $162 per acre foot The total anticipated revenues for the entire 3,000 acre foot leases is $474,000 for FY 2017-18. Benefits of leasing the water rights are as follows:o Increase in Water Division revenues by $474,000 for FY 2017- 18. Relief of the Ciry's carry-over accounto Flexibility to placed unused water rights in FY 2017- l8 into the City's carD/-over account. Elimination of anticipated water rights losses in FY 2017- 18 The City Attomey has reviewed and approved the agreement as to form. Fiscal Imoact This amount of $324,000 will be placed into the Public Utilities Department Water Fund revenue account for use in the division's operating and capital improvement budgets for FY I 7- I 8 . Attachments 1. Proposed Water Rights License and Agreement with Golden State Water Company Page 2 of 2 WATER RIGHTS LICENSE AND AGREEMENT For valuable consideration, the City ofVernon ("Licensor") hereby grants to Golden State Water Company ("Licensee") a license to extract Two Thousand (2,000) acre- feet of Licensor's Allowed Pumping Allocation allocated to Licensor (or itspredecessors in interest) under and pursuant to trd certainJudgment dated October 11, 1965 in the case of Central and West Basin Ilater Replenishment District v. Charles E. Adams, et al. (Los Angeles County Superior Court, Case No. 786656) (the "Judgment"), and subsequent amendments thereof as ofJuly 1, 2017 during the period commencing July 1,2017 and continuing to and including June 30,2018 (the "Term"). Said License is granted subject to the following conditions: l. Licensee shall exercise said right and extract the same on behalf oflicensor during the Term and put the same to benefrcial use and Licensee shall not by the exercise hereunder of said right acquire any right to extract water independent of the rights of Licensor. 2. Licensee shall pay assessments levied on the pumping of said ground waters by the Water Replenishment District of Southern California 3. Licensee shall notifo the Water Replenishment District of Southern California and the Watermaster that said pumping was done pursuant to this license and provide the Watermaster with a copy ofthis document. 4. Licensee shall note, in any recording of water production during the Term, that said pumping was done pursuant to this license. 5. Licensee's Allowed Pumping Allocation shall be increased by the amount hereby leased when computing carq/ovff or allowable over extraction as provided by Part III, Subpart A and B in the Judgment. Licensor warrants that it has Two Thousand (2,000) acre-feet ofAllowed Pumping Allocation and that it has not pumped and will not pump or permit or license any other person to pump any part of said Two Thousand (2,000) acre-feet during the Term. Dated: October 17,2017 CITYOFVERNON "Licensor"GOLDEN STATE WATER COMPANIY "Licensee" Kelly Nguyen General Manager of Public Utilities Name: Title: By:By: Title: Name: ATTEST:APPROVED AS TO FORM: Brian Byun, Senior Deputy City AftomeyMaria Ayala, City Clerk RECEIVED ]cr 122017 OIIY CLERl('S OFTICE STAFF REPORT PUBLIC UTILITIES DEPARTMENT RECEEVED ocT I I 20f, CITY ADMINISTRATIONqrt DATE: TO: FROM: R.E: October 17,2017 Ilonorable Mayor and City Council Kelly Nguyen, General Manager of Public Utitities{."f A Resolution Approving and Adopting the Resource Adequacy Plan for 2018 Recommendation A. Find that approval of the proposed action is exempt from Califomia Environmental Quality Act ("CEQA") review, because it is a fiscal and 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 approving and adopting the Public Utilities Department Resource Adequacy Plan for 2018, which includes the peak Demand Forecast, the Planning Reserve Margin, the Qualifuing capacity criteria and the Qualifoing capacity from such resources, Ciry;s Resource Adequacy and Supply Data and approving the resources used to satisfy the Califomia Independent System Operator's (CAISO) tariff requirements; and C. Authorize staffto submit the Resource Adequacy Plan for 2018 and the Monthly Resource Adequacy and Supply data to the CAISO. Background The Califomia lndependent System Operator (CAISO) as the electric grid operator is responsible for maintaining u ."iiabl" electric grid. One of the keys to maintaining a reliable grid is to ensure that the electrii system has adequate resources it needs to meet its electric demand. To do this the CAISO has esta6lished provisions in its Tariff that are intended to ensure that Load Serving Entities (LSE), such as the Ciry of Vemon, will secure sufficient resources to meet their customer's energy dimands. Pursuant to Section 40 of the CAISO Tariff LSEs must provide to the CAISO u**-lly a Resource Adequacy demonstration or plan. The Resource Adequacy demonstration must include (l) a coincident peak Demand Forecast, (2) Resewe Margin, (3) Qualifying Capacity Criteria, (4) an annual and monthly Resource Adequacy and Supply data, and (5) a list ofResource Adequacy Resources that will be counted on to satisry its Local capacity Requirement and (6) Flexible Resource Adequacy Capacity Requirement' (1) Coincident Peak Demand Forecast: is defined as the amount of the City of Vemon's load that contributes to the CAISO system peak. This is calculated by first establishing a monthly peak demand for the upcoming year. A monthly peak demand is established by taking the latest highest metered energy demand for the month and applyng the projected load growth rate. Based on staff analysis, a projected load reduction for 2018 is set at l.5Vo. To establish the monthly energy demand for 2018, Staff has used the most recent l2-month highest monthly energy demand and applied a 1.57o reduction. Once the peak demand forecast is established, each monthly peak demand is multiplied by a coincident peak factor to establish the monthly coincident peak demand forecast. The coincident peak factor is calculated and provided to the City of Vernon annually by the Califomia Energy Commission. It is the percentage of the City of Vemon's energy demand at the time of the CAISO system's peak demand. Mathematically, the Coincident Peak Demand Forecast for 2018 is equal to the peak demand forecast and multiplied by the coincident peak demand factor. (2) Reserve Margin: is defined as the amount of Resource Adequacy Capacity that an LSE must maintain above its coincident peak Demand Forecast. Pursuant to the CAISO Tariff, a LSE must establish a Reserve Margin of no less than l5%. Historically the City of Vemon has established its Reserve Margin at 15%. (3) Qualifying Capacify Criteria: a Load Sewing Entity must provide the CAISO with a description of the criteria that will be used to determine the type ofresources that can be used to meet its capaciry obligation and the amount of capacity (Qualifying Capacity) from such resources. The City of Vemon has elected to use the following resources to meet its capacity needs and the qualifoing capacity from each of them. a) Power supply contracrs entered through WSPP Agreement (MRTU Amendment) and defined as any SC-to-SC traded product for which an IST (Inter-SC Trades) can be submitted to the CAISO.b) Vemon Purchase Power Contract with SCPPA for SCPPA's share of the Palo Verde Generating Station. The qualifred capacity shall be 4.9%o ofSCPPA share of the Palo Verde Generating Station.c) The contract between the United States Department of Energy Westem Area Power Administration Boulder Canyon Project and the City of Vemon. The Qualiffing Capacity will be based on the most current schedule for the available capacity from the Boulder Canyon Project. d) The generating units and system units within the Ciry of Vemon's electric system. The amount of qualifying capaciry ofsuch units will be based on the projected dependable gross output capacity on a day when the ambient air temperafure is 90 degrees Fahrenheit.e) Long term power purchase contracts of5 years or more. The Qualifying Capacity bill be based on the City of Vemon's percentage share of the contracted capaciry quantitY.f) Capaciry from a Participating Generator, System Unit or a System Resource as defined in the CAISO Tariff.g) Intemrptible Service agreements between the City of Vemon and its electrical customers. The qualifuing capacity will be based on the contracted amount the electrical customer has agreed to intemrpt either by a request from CAISO or upon an unscheduled outage of the Malburg Generating Station or any other generating unit intemal to the City's electric system. (4) Annual and monthly Resource Adequacy and Supply data: each annual and monthly Resource Adequacy and Supply data must be submitted to the CAISO on the established templates and on the set schedule dates. The Resource Adequacy data templates shall identiff all of the qualified resources committed to meet the City's resource adequacy obligations and the adopted Reserve Margin. The Supply data templates list only those resources that the City owns or is responsible for scheduling with the CAISO. Monthly Resource Adequacy and Supply data templates will be consistent with the data submitted in the Annual Resource Adequacy and Supply data templates and may be adjusted for seasonal variations in the City's load or changes in its contracted/owned resources. (5) Local Capacity Requirement: On an annual basis the CAISO publishes a technical snrdy that determines the amount ofcapacity resources needed in the Los Angeles Basin area that must be available to the CAISO. Based on this study the CAISO allocates the amount of local capacity the City of Vemon must make available each month. The City of Vemon must then include in the CAISO approved Resource Adequacy data templates the resources that will meet its Local Capacity Requirement. (6) Flexible Resource Adequacy Capacity Requirement: On an annual basis the CAISO conducts and publishes the results ofa study that determines the Flexible Capacity Need for the CAISO Balancing Authority Area. The need for flexible capacity is a result of the CAISO managing a greener grid. The increase ofvariable energy resources and distributed generation has presented sigrrificant challenges to grid reliability. The CAISO determines and allocates the flexible resource adequacy requirement to each LSE. The tariff requires LSEs to have sufficient resources that could ramp up and down quickly and have the potential to start and shut down multiple times per day i.e. flexible capacity. LSEs are required to include both an annual and monthly Flexible Resource Adequacy capaciry showings in the Resource Adequacy data template. The City of Vemon must then include in its Resource Adequacy Plan the list of Flexible Resource Adequacy resources that will meet its requirement. These resources must be listed and submitted to the CAISO in the approved Resource Adequacy data template. Consistent with the CAISO Tariff requirements, Staff has prepared the City of Vemon Public Utilities Department's Resource Adequacy Plan for 2018 for City Council approval. Fiscal Imoact There is no known fiscal impact. Attachments l. Proposed Resolution Approving and Adopting the Resource Adequacy Plan for 2018 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF TI{E CITY OF VERNON APPROVING AliID ADOPTING THE VERNON PIJBLIC UTILITIES DEPARITiIETiIT RESOI'RCE ADEOUACY PI.,A}iI FOR 2O].8, WHICH INCLTJDES TIIE PEAK DB'!AIiID FORECAST, TI{E PI,ANNING RESERVE MARGTN, THE OUALIFYING CAPACITY CRITERIA A}ID TI{E QUAIIFYING CAPACITY FROM SUCH RESOURCES, CITY'S RESOURCE ADEQUACY AND SUPPLY DATA AND APPROVES THE RESOURCES USED TO SATTSFY TI{E CAII FORNIA INDEPENDENT SYSTH,I OPER,ATOR'S TARIFF REQUIREMEIiES WHEREAS, Ehe City of Vernon (the "City") is a chartered municipal corporat.ion of Ehe State of CaLifornia that owns and operat.es a system for the generation, purchase, transmission, dist.ribution and sale of electric capacity and energy; and ViHEREAS, Ehe City has executed a Metered Su.bsyst,em Agreement ('MSS AgreemenE." ) wit.h the California Independent System Operator ( "CAISO" ) ,. and WHEREIAS, the City is considered a Load Serving Entity ("LSE") under certain terms of the CAISO,s Tariff ("Tarif f"),. and WHEREAS, the Tariff requires each LSE to estehlish and submit to CAISO an annual Resource Adequacy P1an, which includes a peak Demand Forecast., a Reserve Margin, Qualifying Capacity CriEeria, and a Supply PIan; and WHEREAS, the Tariff requi.res each LSE Eo su.bmit, montshly Resource Adequacy Plans and Supply Plans,. and WHEREAS, the City has reviewed the historical and expect.ed demand for and supplies of eLect.riciEy within its distribution syEtem, including the like1y peak demand for elect.ricity within the Citsy, s distribution system throughout 2018. the available generaE.ion and other capaciEy to serve that. demand, and consEraint.s which might. impact t,he availability of capacity tso serve the CiEy's projecEed peak demand,. and WHEREAS, based upon that. review, the City finds thats the peak demand for elect.ricity within the CiEy's distribuEion system throughout, 20LB is 1ike1y to experience load growth of approximately 0B as compared tso the same months of t,he prior year; and WHEREAS, based upon thats review, Che City finds that the default 15? Reserve Margin set fort.h in the Resource Adequacy provisions of t.he MRTU Tariff is sufficient for planning purposes; and WHEREAS, based upon that review, the City finds tshat tshe Qualifying Capacity Criteria specified in the CiEy of Vernon Demand Forecast for 20L8, Planning Reserve Margin, Qualifying capacity CriEeria and Annual Resource Adequacy and Supply Plan are sufficient and appropriaEe to be used in determining t.he amount of Oualifying capacity needed to meet the City's projected peak monthly demand and 15t Reserve Margin, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COIJNCIL OF THE CTTY OF VERNON AS FOLLOWS: SECTION l-: The City CounciL of the City of Vernon hereby finds and determi-nes that the above recitals are true and correcE. SECTION 2:The City Council of the Cit.y of vernon finds that chis acEion ls exempt under the California Environment.al Quality Act (CEQA) , because iE is an administrative act.iviE.y EhaE will not result. in direct or indirect. physical changes in the environment, and Eherefore does nots consE.itute a "project" under CEoA Guidelines section 15378,- and SECTION 3:The City Council- of the City of Vernon hereby approves and adopt.s t.he Public UtiliEies DepartmenE Resource Adeguacy Plan for Calendar Year 2018 (t.he "Amual Resource Adequacy plan., ) , which -2- includes the peak Demand Forecast, the PLanning Reserve Margin, the Qualifying Capacity criteria and Ehe Qualifying Capacity from sucrr resources, the annual Resource Adequacy and Supply daEa, and the Resource Adequacy resources Chat will be used Eo satisfy the CiEy,s Local Capacity ReguiremenE. for 2018, which is attached hereto as Exhibit A. SECTION 4: The City Clerk,or Deputy CiCy Clerk, of the Citsy of vernon sha11 certify to t.he passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of vernon shalI cause tshis resoluEion and the City C1erk's, or Deputy city Clerk's, certificacion to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 24Eh day of October, 20L7 Name: Title: Ylayor / Mayor Pro-Tem ATTEST: City Clerk / oeputy CiEy clerk ty Attorney 3 STATE OF CALIFORNIA )) ss COIJNTY OF LOS ANGELES ) I,, Cit.y Clerk / Deputy City Clerk of the Cit.y of Vernon, do hereby certify Ehat. the foregoing Resolut.ion, being Resolut.ion No. , was duly passed, approved and adopEed by Ehe Citsy Council of the City of Vernon at an adj ourned regular meeEing of the cit.y council duly held on Tuesday, october 24, 2oL7, and Ehereaf t.er was duly signed by the Mayor or Mayor Pro-Tem of the city of Vernon. Execut.ed this day of october, 2oL7, aL Vernon, California. CiEy Clerk / DepuEy Citsy Clerk (SEAL) 4 EXHIBIT A City of Vernon Public Utilities Department Resource Adequacy Plan Calendar Year 2018 Backsround: The Resource Adequacy provisions ofthe CAISO's Tariffrequire the Scheduling Coordinator ("SC") of a Load Sewing Entity ("LSE") such as the City of Vemon to establish and submit the following information upon approval from its Local Regulatory Authority. (1) a Coincident Peak Demand Forecast for its load, (2) a Reserve Margin used for planning purposes, (3) the Qualifling Capacity Criteria that will be used for determining qualifying resource types and the Qualifying Capacity from such resources, (4) an annual and monthly Resource Adequacy and Supply data, and (5) a list of the resource that will be used to satisfu the LSE's Local Capacity Requirement and Flexible Resource Adequacy Capacity Requirement showing. Staffhas prepared this "City of Vemon Public Utilities Department Resource Adequacy Plan for Calendar Year 2018 consistent with the CAISO Tariff requirements. The following is a discussion of each of the CAISO Tariff requirements and how the Ciry will meet each requirement. Coincident Peak Demand Forecast: Vemon's municipal load resides within the CAISO control area. The CAISO, as the balancing authority, has the responsibility for meeting reliability criteria established by the Westem Electricity Coordinating Council (*WECC'). As such the CAISO has entered into agreements with various market participants including, but not limited to, Generators, Scheduling Coordinators, Participating Transmission Owners, Utility Distribution Companies, and Metered Subsystems C'MSS'), which impose certain responsibilities on parties to establish a reliable system. One of those responsibilities is to have operating reserves that meet the WECC minimum requirements. The CAISO's goal in considering reserve requirements is to balance available capacity with demand across the entire CAISO control area and, therefore, CAISO's primary concem is with the time and amount of peak demand on the CAlsO-controlled transmission system (the "system peak"). In order to reduce demand during the period of the system peak (and, therefore, to lower the peak demand on the transmission system), utilities generally offer retail rate structures designed to encourage load shifting away from the on-peak period. Such efforts are intended to achieve on-peak demand reduction and lower the need to build new generation to meet peak demand. Vemon has adopted such a rate structure and has succeeded in shifting the peak demand period for Vemon's system to a time that is generally earlier than the time of the CAISO system peak. Vemon's share of needed capacity to meet CAISO control area capacity requirements may be established by determining the amount of Vemon's load that contributes to the CAISO system peak. Vemon's load that contributes to the CAISO system peak is the City of Vemon Coincident peak Demand. The process to establish Vemon's monthly coincident peak Demand Forecast consists ofthe following three steps: 1. Establish Monthly Vernon System Peak Demand Forecast for 2018 To establish Vemon's System peak demand forecast, Staffperforms an analysis on the year to year change in the City's energy demand peaks during a five year period. Based on the results of the analysis, staff forecasts a load growth rate for the coming calendar year (Exhibit l). This year's analysis shows that for the period between 2013 and 2017, the Ciry of Vemon system peak demand has decreased l.2ol0. Closer review of Exhibit I reveals that the decreases in system peak demand from 2016 to 2017 is 2.494%o. Based on the current load trend and recent history of years ofstagnation, Staffconcluded that a 1.5%o load reduction is an appropriate forecast for calendar year 2018. Exhibit 2 shows the determination ofthe projected system peak demand for 2018 that incorporates a 1.5o/o load reduction. The projected system peak demand for the City ofVemon is also shown below in Table l. Table I Projected Load 2018 MW Jan uary 172.02 February 164.69 March 167.53 April 169 93 2 166 14 June 172 76 July 174 50 Auqust 181.31 September 171.43 October 179.43 November 177.57 Decem ber 162 59 2. Establish Coincidental Peak Factor The coincidental peak factor is the percentage of the Ciry of Vemon's energy demand at the time of the CAISO system peak demand. As set forth in Section 40 of the CAISO Tariff, the coincidental peak factor for each month has been calculated and provided to the City annually by the Califomia Energy Commission (CEC). The monthly coincidental peak factor is shown in column C of Exhibit 3. 3. Calculate Monthly Coincident Peak Demand Forecast The City of Vernon's Coincident Peak Demand forecast is calculated as the mathematical product ofthe City of Vemon's forecasted System peak demand and the coincidental peak factor. This reflects the City of Vemon's projected demand at the time of the CAISO system peak demand for each month. The monthly coincident peak Demand Forecast is calculated and listed in column D of Exhibit 3 for the period ofJanuary through December 20 t 8. It is also shown below in Table 2. Table 2 Demand Forecast 2017 MW Jan uary 129.9 February 128.8 March 131.2 April 138.2 May 128.6 ne 46.7 July 151 .6 August 145.8 September 134.2 October 141 .0 November 145 1 Decem ber 132.2 Reserve Margin for Planning PurDoses The Reserve Margin is the amount of Resource Adequacy Capacity that an LSE must maintain above its coincident peak Demand Forecast. Historically, the City of Vemon has established its Reserve Margin at l5%. Staff has recommended that the City Council maintain the Reserve Margin at l5%o for planning purposes. The 15% Reserve Margin was used to establish the monthly Resource Adequacy obligation for the City of Vemon. The monthly Resource Adequacy obligation is listed in column E of Exhibit 3. Oualifvins Capacitv: A Load Serving Entity must provide the CAISO with a description of the criteria that will be used to determine the type ofresources that can be used to meet its capacity obligation and the amount of capacity (QualiS/ing Capacity) from such resources. Historically Vemon has used the following criterion to determine whether a resource qualifies: It qualifies if Vemon has a contractual right to the power or has an intemrptible service agreement with a customer. The six following resources fie among those that meet this criterion and provide Qualiflng Capacity. The calculation for the amount of Qualifying Capacity the six eligible resource t)pes follows: l. CAISO lST-enabled Product. Power supply contracVs entered through WSPP Agreement (MRTU Amendment) and defined as any SC-to-SC traded product for which an IST (Inter-SC Trades) can be submitted and for which CAISO will make payment or issue an invoice, including Energy, Tier I IFM Bid Cost Recovery 1 2. J. 5. 4. Obligations and Ancillary Service Obligation trades, as each defined in the Tariff. Palo Verde. Vemon Purchase Power Contract with SCPPA for 4.9% of SCPPA's share of Palo Verde Nuclear Generating Station (Palo Verde) shall be eligible as Qualiffing Capacity. The power is scheduled as an import generally at Westwing Substation through the CAISO's entitlement of transmission from Wesnving to SP-15. Boulder Canyon. Contract NO I6-DSR-12650 between United States Department of Energy Westem Area Power Administration Boulder Canyon Project and City of Vernon, Califomia for Electric Service shall be eligible to count as Qualiffing Capacity. The power is scheduled as an import at Mead Substation generally through the CAISO's entitlement oftransmission from Mead Substation to SP-15. The amount of Qualiffing Capacity will be based on the most current schedule for the available capacity from the Boulder Canyon Project at the time of submittal of the Resource Adequacy Plan. Vernon Units. Generating units and system units (but excluding Vemon diesel generating units) within Vemon's MSS including the Malburg Generating Station and the Ciry owned H. Gonzalez units, as reflected in Schedule 14 of Vemon's MSS Agreement with CAISO shall be eligible to count as Qualifying Capacity. The amount of Qualifying Capacity of such units will be based on the projected dependable gross ouput capacify on a day when the ambient air temperature is 90 degrees Fahrenheit. Long Term Power Purchase Contracts. l,ong term power supply contracts (5 years or more) entered through a power purchase agreement shall be eligible to count as Qualifoing Capacity. The amount of Qualifying Capacity will be based on the City of Vemon's percentage share ofthe contracted capacity quantity. For the upcoming year, the following contracts will count as Qualiffing Capacity, Antelope DSR I Solar Project, Astoria 2 Solar Project and Puente Hills Landfill Gas-To-Energy Facility. 6. Other Unils. All other capacity from a Participating Generator, a System Unit, or a System Resource, as defined in the CAISO Tariff, shall be eligible as Qualiffing Capaciry. System Resources, however, must have a firm transmission path from source to the CAISO control area. Such criteria for firm transmission facilities over the CAISO control area can be satisfied with the possession of a firm transmission right from the CAISO on the path associated with the System Resource. Firm transmission rights provide physical priority right to schedule over congested paths. 7 . Interruptible Service Agreements. Intemrptible Service Agreements with the Ciry's Electrical customers. Currently Vemon has an Intemrptible Service Agreement where the customer agrees to interrupt 12.65 MW of load within a 30 minute notification. A period of intemrption can occur upon notification from the Independent System Operator (ISO) requiring the City to shed load or upon the unscheduled outage of the Malburg Generating Station ("MGS") or any other generating unit intemal to the City's system. Annual and Monthlv Resource Adeouacv and Supolv data: The CAISO Tariffrequires that the scheduling coordinator of a load serving entity provide an annual and a monthly Resource Adequacy Plan (S ection 40.2.2.4) using the required templates and submitted on the set schedules. Furthermore, the scheduling coordinator of a resource providing resource adequacy must submit both an annual and monthly Supply Plan (Section 40.4.7.1) using the required templates and submitted on the set schedules. Therefore, the City of Vemon as a load serving entity and a scheduling coordinator for resource adequacy resources must submit a Resource Adequacy and Supply Plan on the set schedules. Staffhas prepared the Annual Resource Adequacy (Exhibit a) and Supply data (Exhibit 5) for calendar year 2018. Staffwill submit the monthly Resource Adequacy and Supply data to the CAISO as they become due. The data to be submitted on the monthly plans will be consistent with the Annual Resource Adequacy and Supply Plan and may be adjusted for seasonal variations as well as load and resource changes. The monthly plan is due to the CAISO 45 days prior to the beginning of the month. 6 Local Caoacitv Area Resources: In accordance with Section 40.3 of the CAISO Tariff, CAISO annually publishes a Local Capacity Technical Study that determines the amount of local capacity needed in the Los Angeles Basin area that must be available to the CAISO. Based on the Local Capacity Technical Srudy, the CAISO allocates responsibility for Local Capacity Area Resources to the Scheduling Coordinators of the LSEs. The CAISO validates that the Scheduling Coordinator list enough local resources in its Resource Adequacy data templates to satisry its obligation. Staffhas prepared the Resource Adequacy data templates (Exhibit 4) which lists the Resource Adequacy Resources including the Malburg Generating Station, Puente Hills Landfill Cas-To- Energy Faciliry and the City owned H. Gonzalez units that will be counted on to satisfy the Local Area Capacity requirement for the City of Vemon. Flexible Resource Adeouacv Caoacitv: In accordance with Section 40.10 of the CAISO Tariff, CAISO annually conducts a study to determine the Flexible Capacity Need for the CAISO Balancing Authority Area for each month of the next calendar year and provides the results of the study to each Local Regulatory Authority in the CAISO Balancing Authority Area. Flexible resources are resources with the potential to ramp up and down quickly and have the capability to start and shut down multiple times per day. The need for flexible capacity is a result ofthe CAISO managing a greener grid. The increase of variable energy resources and distributed generation has presented significant challenges to grid reliabiliry. These types ofresources are projected to continue to increase in the future which will create an increase in supply and load variability and unpredictability within the CAISO system. In order for the CAISO to efficiently operate the grid, it needs measures to ensure that flexible resources are economically bid into the CAISO markets and as a result optimally dispatch them. The CAISO study calculates the total system amount of Flexible Capacity needed for each of the three Flexible Capacity Categories. The three categories are: ( I ) base ramping flexibility; (2) peak ramping flexibility; and (3) super-peak ramping flexibility. Section 40.10.3 of the CAISO Tariff sets the criteria needed by resources to qualifu for each category. For the Calendar Year 2018, the CAISO has determined the system-wide Flexible Capacity needs and has notified each LSE their monthly requirement. Exhibit 6lists the City's Flexible Capacity requirement by month and category. Furthermore, the CAISO has established the Effective Flexible Capacity for each resource and the category of Flexible Capacity each will qualify for the upcoming compliance year. For Calendar Year 20[8, the CAISO has established 78 MW of category I base ramping flexible resources adequacy capacity for Malburg Generating Station, and 5.75 MW category I base ramping flexible resource adequacy capacity for each H. Gonzales Unit (Exhibit 7). CAISO Tariff Section 40. 10.5. I requires the Scheduling Coordinators of LSEs to identify the resources it will rely on to satisfy its Flexible Resource Adequacy Capacity on both the annual and monthly Resource Adequacy data templates. Staffhas prepared the Resource Adequacy data templates (Exhibit 4) which lists the Resource Adequacy Resources including the Malburg Generating Station and the City owned H. Gonzalez units that will be counted on to satisfy the Flexible Resource Adequacy Capaciry requirement for the City of Vemon. 8 Exhibit 1 5 year Sytem Peak Demand Analvsis Year Peak % lnc./Dec. (A (B)(c) 1 2013 194 212014 191 .0 -1 572Yo 3 2015 192 3 0.7170/, 4lzo16 189 4 -1 .51o'. 512017 184 7 -2.494o/o 6lAverage '190.3 '1.2o/. A YearB Source: (City Historical Sytem Peak Load Data)C % lncrease/Decrease from previous year. Note: The five year system peak demand average will not be used in this yea/s RA plan. It has been determined that a1.5olo load decrease is appropriate for calendar 2018. January - December 2018 Projected Load Month 2016-2017 (Actual City System Peak Load) 20'tE Projected System Peak Load (A)(B)(c) 1 January '17 174 64 172.02 2 February'17 167 .20 164 69 3 March '17 170 08 167.53 4 April '17 172 52 tao oe 5 May '17 168 67 166 14 6 June'17 175 39 172 76 7 July'17 177 15 174 50 8 August '17 184 07 181 31 9 September "17 174 04 171.43 't0 October '16 182 16 179.43 11 November'16 180 28 177 57 12 December'16 165 07 162 59 A B c Exhibit 2 Month Source: (City Historical System Peak Load Data) Projected Load for 2018 (1.5% load decrease is applied) Exhibit 3 A MonthB Source: (Exhibit I Column E)C Source: CECD Product of B and CE Product of D and 115oh l115oh reflects Planning Reserve Margin) January - December 2018 Resource Adequacy Requirement Month Vernon System Peak Demand Coincidental Peak Factor Coincident Peak Demand Forecast RA Capacity Requirement (A)(B)(c)(o)(E) 1 Jan uary 172.0 75 syo 129 I 149 4 2 February 164.7 78 20/o 128 8 148.1 3 M arch 167 5 78 3%131 2 150 9 4 April 169.I 81 3o/o 't38 2 158 9 5 Mav too I 77 A%128 6 147 I 6 June 172.8 84.9%146 7 168 7 7 July 174 5 86 9%151 6 174 4 8 Auqust 181.3 80.4%145 I 167.6 9 September 171 .4 78 3%134.2 154 4 10 October 179.4 78.6%141 0 162 2 11 November ttt o 81.70/o 145 1 166 8 12 Oecember 162 6 81.3%132 2 152 0 F. oNo o (l, oo d Eco! o p .9lr rl)F -l> ;<E> .i<aa E, a6'\aE .!v 66 =BEaE i. i.E=.!i< g rilJ= o< o o o>>F<O- FF ^p.90) ol! f d.izt pp .q .qLL LL o 0.) 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Base Flexibility Requirement Peak Flexibility Super Peak Flexibilty Total Flexible RA Requirement (A)(B)(c)(D)(E) 1 January 17 28 25 20 224 44.72 2 February 17 80 25.9i 230 46.07 3 March 13 93 20 32 180 36.0 s 4 April 14 38 20 98 186 37 .22 5 Mav 22 03 16 15 201 40.19 6 June 16 17 11 85 147 29.49 7 July 2't 40 15 69 195 39.04IAuqust18 24 13.38 too 33.28 9 September 20 86 15 30 1.90 38.06 10 October 14 26 20 80 1 .84 36.90 11 November 15 02 21 91 194 38.87 12 December 15 90 23 20 206 41.'t 6 Exhibit 7 January - December 2018 Effective Flexibte Capacity Ellective Flexible CaDacitv Flexible Capacity Cateqory (A)(B)(c) I Malburg Generating Station 78 H. Gonzalez I 5.7 1 H. Gonzalez 2 575 1 A Designated flexible resource B Designated Effective Flexible Capacity (Qualified Flexible Capacity by each Resource) C Designated Flexible Capacity Category RECEIVED RECEBVED ocT I 2 2017 CITYCLER[('SOFFICE STAFF PUBLIC UTILITIE DATE: TO: FROM: RE: October 17,2017 Honorable Mayor and City Council Kelly Nguyen, General Manager of Public Utilities W Award of a Management Consulting Services Agreement with Black & Veatch for Asset Acquisition Advisory & Support Services Recommendation A. Find that approval of the proposed action is exempt from Califomia Environmental Quality Act ("CEQA") review, because it is an administrative activiry 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 a Management Consulting Services Agreement with Black & Veatch for services regarding Asset Acquisition Advisory & Support Services, for a fixed amount not-to-exceed $105,000 over the one-year term of the agreement and an additional $10,000 for estimated travel expenses, which are reimbursable at cost; and C. Authorize the City Administrator to execute a Management Consulting Services Agreement, in substantially the same form as submitted herewith, with Black & Veatch; and D. Authorize the City Administrator to issue change orders, if necessary, that may increase compensation for Black & Veatch in an amount not-to-exceed $15,000 over the one-year term of the agreement. Background The City built the Malburg Generating Station ("MGS") in 2005 and later sold it to Bicent (Califomia) Malburg, LLC ("Bicent") in 2008. MGS is a 120 MW base-load and 134 MW tull- load natural gas-fired combined cycle plant. Pusuant ro a Power Purchase and Tolling Agreement C'PPTA') with the Bicent, the City purchases all of the capaciry and energy from the power plant through 2023, with a possible extension through 2028. The Ciry is responsible for supplying the power plant with natural gas fuel, and makes capacity and energy payments. The capacity and energy payments under the PPTA represent a significant portion ofthe Vernon Public Utilities Department C'VPII) operating cost. In order to alleviate the burden of the PPTA Page 1 of3 costs on the Department's operating cost and on the electric rates on its customers, staff sought to evaluate if it would make technical and financial sense to acquire back the MGS in lieu of the capacity and energy payments to Bicent through the term ofthe PPTA. In order to perform required due diligence, the City seeks to retain a consultant to provide consulting services for Asset Acquisition Advisory & Support Services. The consultant will perform engineering and financial evaluation of the power plant, determine its fair market value, and develop strategies to maximize value for the City. The consultant will be expected to identify and quantiff risk areas associated with acquisition and to properly assess the plant's risk profiles and operating characteristics through engineering, financial modeling and other methods. On August 31, 2Ol7 , City staff properly publicized the Request for Proposal C'RFP') for Asset Acquisition Advisory & Support Services for the Vernon hrblic Utilities Department, &s stated in Vemon Municipal Code section 2.17.14 requirements. The City received a total of two (2) timely proposals from qualified firms. The two firms that provided proposals were Black & Veatch ("B&V") and Goldman Sachs. B&V was the only firm that submitted a proposal to perform both the technical and financial valuation of the plant. A panel of City staff was assembled and selected B&V to be the most suitable firm to perform the services listed in the R-FP. While B&V has proposed to provide additional asset acquisition consulting services, at this time staff is seeking approval to retain B&V for the following Iimited services: (l) Technical due diligence which will include review of the general plant design, assessment of the general condition of the facility, performance assessment, operations & maintenance ('o&M) practices and costs assessment, environmental compliance review, and contractual obligations review. The due diligence will focus on assessing the facility's risk profile and identiffing technical and financial inputs to be utilized in the financial evaluation and fair market value determination of the faciliry. (2) Financial Valuation which will include a fair market value estimate of the facility by developing a valuation model that reflects the cash flow expected to be produced by the facility. B&V will also produce comparable asset and cost based valuations for information pwposes. Therefore, staff recommends the Ciry Council to retain Asset Acquisition Advisory Services from B&V as proposed. This agreement has been reviewed and approved by the City Attomey's office. Fiscal Imoact The proposed fixed amount is $105,000, with the cumulative total contract value not-to-exceed $ 130,000 (which includes the rough estimate for travel reimbursement of $ 10,000 and an amount for any necessary change orders of $15,000) for the consulting services. This project will be included in the Vemon Public Utilities consulting services budget for 2017-2018 budget. Attachments l. Proposed Management Consulting Services Agreement page 2 of Z MANAGEMENT CONSTJLTING SERVICES AGREEMENT TIIIS MANAGEMENT CONSLILTING SERVICES AGREEMENT ("Agreement") is between the City of Vernon ("Client"), a Califomia chartered city and municipal corporation organized under the laws of the State of Califomia, and Black & Veatch Management Consulting, LLC ("Consultant"), a limited liability company organized under the laws of the State of Kansas, each a "Party" and collectively "Parties". WITNESSETH: WHEREAS, Client has selected Consultant, through a public Request For Proposals process ("R-FP"), to provide consulting services ("Services") for a certain contemplated transaction related to the Malburg Generating Station (the "Contemplated Transaction") and, WHEREAS, Consultant is prepared to provide the Services set forth in its proposal dated September 12, 2017 submitted in response to the RFP, attached hereto and incorporated by reference herein as Exhibil A (the "Proposal"), which will include the preparation ofa consolidated due diligence report as more fully described in the Proposal (the "Report"). NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree as follows: Article I - Elfective Date rnd Term The effective date of rhis Agreement shall be October 17,2017. The initial term shall be for one (l) year and may be renewed for two (2) successive one-year periods, at Client's election and subject to approval by Client's City Council ("City Council"), unless terminated in writing by either Party with no less than thirty (30) days written notice. Article 2 - Scope of Services Consultant shall perform the Services as set fonh in the Proposal. The Proposal shall be governed by the terns of this Agreement and describes the scope of Services, schedule, and compensation terms. Ary additional or conflicting terms and conditions contained in the Proposal shall be superceded by the terms and conditions in this Agreement. Client understands that Consultant will not provide legal or tax advice or opinions, and Client will seek such advice and opinions from its attomeys and tax advisors. Article 3 - Compensation and Invoicing 3.1 Comoensation: Client shall pay the compensation as described in the Proposal. 3.2 Monthly Billing: Immediately upon execution of this Agreement Consultant shall invoice Client for an advance payment of25 percent of the Task 1 through Task 3 fixed fee. (The final invoice will show a credit for the amount of the initial advance payment.) Consultant is under no obligation to submit any deliverable until such advance payment is made. Template version date: 0l/30/17 3.3 Invoicing: Consultant shall submit to Client a monthly invoice itemizing the Services performed during the previous month and any interest due for any previously unpaid balances. Invoices may be submitted eleckonically by email to AAlemu@ci.vemon.ca.us. In such event, the electronic copy of the invoice will be considered the offrcial invoice and will not be followed by a hard copy invoice. If Client fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of 12 percent per annum, or the maximum amount allowed by law if less, from the date due until paid according to the provisions of this Ageement. Interest shall not be charged on any disputed invoice item that is resolved in Client's favor. Pa).rnent ofinterest shall not excuse or cure any default or delay in payment of amounts due. 3.4 Method of Pavment: Electronic Transfer: Payments to Consultant under this Agreement shall be electronically transfened by wire transfer to the bank account and in accordance with the bank instructions identified in Consultant's most recent invoice in immediately available funds no later than the payment due date. The invoice number shall be referenced in the bank wire reference fields. 3.5 Disoutes: ln rhe event Client disputes any invoice item, Client shall provide Consultant written notice of such disputed item within l0 days after receipt of such invoice. Client shall nevertheless pay to Consultant any undisputed portion ofthe invoice according to the Provisions hereof. Article 4 - Client's Responsibilities Client shalt supply to Consultant all necessary information and data required by Consultant to perform the Services hereunder. Client shall promptly notify Consultant of any fact or circumstance which is likely to make any such information untrue or inaccurate in any material respect at any time after it has provided such information to Consultant. Article 5 - Warranty 5.1 Consultant's Services Consultant warrants that the Services will be performed in accordance with the standard of care and diligence customarily practiced by recognized firms in performing similar services at the time of Consultant's performance of the Services. It within a reasonable period following completion of the Services but in any event no later than one-year after such completion under the applicable Request for Services, Client demonstrates that the Services were improperly performed as a result of Consultant's failure to meet such standard and Client has notified Consultant in writing of any such deficiency within that period, Consultant shall re-perfornr, without cost to Client, such Services within the original scope of work to ensure that the level ofConsultant's performance meets the standard set forth above. 5.2 Reliance on Furnished Data Consultant shall have no tiability for defects in the Services attributable to Consultant's reliance upon or use of data or information furnished by Client and Client shall defend, indemniff and hold Consultant harmless form any and all claims and liability, and all losses, costs and expenses arising from the use ofsuch data. 5.3 Sole Warranty CONSI]LTANT MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES, AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURIOSE. This Article govems, modifies and supersedes any other terms in this Agreement which address warranties or guarantees or the quality of the Services. The warranty contained in this Article is Consultant's sole warranty and guarantee obligation and Client's exclusive remedy in respect to the quality ofthe Services. Article 6 - Liability and Indemnification Template Version datet Ol/30/l'7 6.1 General A. Client acknowledges and agrees that it is not reasonably feasible for Consultant to conduct a comprehensive investigation and make definitive determinations for the compensation provided for herein and without thorough verification of the information upon which the Services were performed, and therefore Consultant can offer no assurances that any facts, obsewations, analysis, opinions or other matters contained in the Report will be accurate, either at the time the Report is issued or at any other time. B. The parties, having considered the risks and potential liabilities that may arise during the perforrnance of the Services, the benefits of the Services and this Agreement, and in consideration of the other promises contained in this Agreement, agree to allocate and limit Consultant's tiabilities in accordance with this Article. 6.2 Indemnification To the fullest extent permitted by law, Client hereby agrees to defend, indemni! and save harmless Consultant and its Affrtiates from any and all liabilities, cost aDd expenses, including, without limitation, reasonable attomey's fees and expenses, arising out of any action, claim, investigation, litigation or proceeding by any third party, whether threatened or commenced, in connection with this Agreement or the use ofor purported reliance on any Report provided by the Consultant and distributed to such third party other than in compliance with Section 13.1. Similarly, to the fullest extent permitted by law, Consultant hereby agrees to deiend, indemnifu and save harmless Client and its Affiliates fiom any and all liabilities, cost and expenses, including, without limitation, reasonable attomey's fees and expenses, arising out of any action, claim, investigation, litigation or proceeding by any person for bodily injuries and and for any third party Foperty damage, whether threatened or commenced, in connection with this Agreement and Consultant's illeged negligence or willful misconduct. For purposes of this Agreement, "Affiliates" means a party's direitors, officers, elected officials, appointed commissioners, employees, shareholders, agents, independent contractors, parent, subsidiary, or a company under cofilmon majority ownership with the party. 6.3 Limitations of Liability To the futlest extent permitted by law the Parties hereby acknowledge and agree that the aggregate of each party's liability ro the other and all third parties, for all claims, losses, damages, and expenses in any way arising from or related to the performance of the Services, or otherwise under this Agreement, shall not "*"""d the total compensation actually received by Consultant or to be paid by Client with respect to such Services and both Parties hereby waive any right to seek or collect damages in excess thereofunder any legal theory, including without timitation breach ofcontract, breach ofexpress or implied warranties, strict liability, negligence, negligent misrepresentation or otherwise. 6.4 Waiver of Consequential Damages In no event shall either Party be responsible or held liabte for, and the Parties hereby release one another fronr, any loss of profits or revenue; loss of use; Ioss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; govemmental and regulatory sanctions; and claims of customers for such dimages; or for any consequential, incidental, exemplary, special or indirect damages in any way arising from or related to the performance ofthis Agreement. 6.5 Exclusive Remedy The Parties' remedies, obligations and liabilities under this Agreement shall be exclusively those expressed in this Agreement and in lieu of any others available at law or otherwise. To the fullest extent permitted by law, releases, waivers or limitations of liability expressed in this Agreement shall apply notwithstanding the negligence, strict liability, fault, or breach of warranty or contract ofthe party whose liability is so released or limited. The benefit of such releases, waivers or limitations of liability shall extend to Affiliates of such parties. 6.6 Survival The terms and conditions of this Article 6, and other articles necessary to bring into effect the intent of the parties, shall survive the expiration or termination ofthis Agreement. Template Version datet 0ll30ll7 Article 7 - Insurance 7.1 Consultant's Obligations During the performance of the Services, Consultant shall maintain the following insurance coverages: (a) General Liability Insurance, with a limit of S 1,000,000 for each occurrence and in the aggregate. (b) Automobile Liability lnsurance, with a combined single limit of $1,000,000. (c) Workers' Compensation Insurance, in accordance with statutory requirements and Employers' Liability Insurance, with a limit of$500,000 for each occurrence and in tbe aggregate. (d) Professional Liability lnsurance, with a limit of $ 1,000,000 per occunence and in the aggre9ate. Consultant shall, upon written request, fi.rmish Client certificates of insurance which will include a provision that such insurance may not be canceled without at least 30 days' written notice to Client. 7.2 Client's Insurance Obligations A. Unless waived in writing by Consultant, Client shall require each contractor under contract with Client to include Client and Consultant as additional insureds on such contractors' general liability and automobile liability insurance policies. Client shall also require that such liability policies be endorsed to be primary and noncontributing and that such liability policies, inctuding workers' compensation and employers' liability, include waivers ofsubrogation for the benefit of Client and Consultant. Client shall require each contractor to defend, indemni$ and hold harmless Consultant to the same extent as Client. B. Client assumes sole responsibility for, and waives all rights and claims against Consultant for, all losses of or damage to property owned by or in the custody of Client, and any property at the work site or in transit thereto (including, but not timited to, construction work in progress), however such loss or damage shall occur, including, without limitation, the strict liability, negligence or fault of Consultant. Client agrees to maintain, or cause its contractor(s) to maintain, appropriate property insuance that identifies Consultant as a named insured without liability for the payment of insurance premiums. Certificates of insurance for such policies shall be provided to Consultant upon request. Article 8 - Estimates of Cost and Schedule Client acknowledges that Consultanr has no control over (i) the cost of labor, materials, equipment, or services fumished by others, (ii) the methods of determining prices used by others, (iii) competitive bidding or market conditions, or (iv) resources provided by others (including Client) to meet contract schedules. Consultant does not guarantee that proposals, bids or actual costs will not vary from Consultant's estimates or that actual schedules will not vary from Consultant's projected schedules. Notwithstanding the foregoing, the costs set forth in the Proposal for Tasks 1 through 3 shall be fixed, exclusive of reasonable travel expenses which will be reimbursed at cost. Article 9 - Termination and Suspension 9.1 Default This Agreement may be terminated by either Party upon \4ritten notice in the event of substantial breach of this Agfeement by tie other Party. The nonperforming Party shall have 15 business days from the date ofthe terrnination notic; to cure, or to submit a plan for cure, acceptable to the other Party. In the event of such termination, Consultant shall be paid for Services performed to the date of termination, so long as such Services are perforrned in accordance with the Proposal. 9.2 Convenience Client may terminate or suspend performance of any or all Services for convenience upon written notice to Consultant. In such event, Consultant shall then terminate or suspend perforrnance of the Services on a schedule acceptable to Client (the "Terrnination Schedule"). Client shalt pay Consultant for all the Services performed in accordance with this Agreement and reasonable expenses incurred up ro and including the last Template Version datet 0ll30l17 day of the Termination Schedule. In the event of suspension, Client shall pay Consultant on a monthly basis for such costs and exp€nses and, prior to a restart of suspended Services, an equitable adjustment to Consultant's compensation shall be agreed upon by the parties. Article 10 - Force Majeure Any delays in or failure of performance by either party, other than payment of money, shall not constitute a default if and to the extent such delays or failures of performance are caused by occurrences beyond the reasonable control of the affected party including, but not limired to, acts of God or public enemy: expropriation or conliscation of facilities; compliance with any order or request of any govemmental authority; act of war; rebellion or sabotage or damage resulting therefrom; fires, floods, explosion, or accidents; riots or strikes or other concerted acts ofworkers, whether direct or indirect; or any causes, whether or not of the same class or kind as those specifically named above, and which by the exercise of reasonable diligence, such affected party is unable to prevent. Article ll - Notices All Notices permitred or required to be given under this Agreement will be in writing and will be deemed duly received: (a) if sent by overnight or intemational courier service, when confirmation of receipt by the recipient is confirrned by such sewice; @) if delivered by personal delivery or mail, when received by the recipient, or (c) if sent by electronic mail, when the sender has received electronic confirmation that the recipient has read such transmission. All Notices shall be in the English language. All Norices will be delivered or sent to the Parties at their addresses or number shown below or to such other address or number as a Party may designate by prior Notice to other Party given in accordance with this provision: Consultant: Black & Veatch Management Consulting, LLC 11401 Lamar Ave Overland Park, Kansas 6621 1 USA Attention: John M. Chewette Title: President Phone:913-458-3716 This Article shall not be construed to representatives of the parties. Article 12 - Conlidential Information Client: Vemon Public Utiltiies 4305 Santa Fe Ave. Vernon, CA 90058 Attention: Kelly Nguyen Title: General Manager Phone: (323) 583-8811 ext. 262 restrict the exchange of routine communications between 12.1 Defrnition For the purpose of this Article, "Confidential Inforrnation' shall include designs, drawings, plans, calculations, formulae, techniques and trade secrets or like information which has not been previously disclosed or reproduced without restriction by Client or has not become public knowledge; provided that Consultant shall be under no obligation or liabiliry to treat information received as Confidential Information unless Client advised Consultant in writing at the time of disclosure that said information is confidential or, if the information is not in written fonn, advised Consulta:rt at the time of disclosure that the information is confidential. 12.2 Restrictions Consultant shall not (except insofar as may be reasonably necessary for the performance of the Services hereunder or as required by law) use, disclose, or permit to be disclosed, to any person Confidential Information acquired from or given by Client to Consultant h the course of carrying out Services under this Template version date: 0l/30/17 Agreement, without the prior approval of Client. Except when required in the performance of the Services or as required by law, Consultant shall not reproduce, or permit to be reproduced, any Confidential Information acquired from Client, without the prior written approval of the Client. Confidential I-nformation disclosed by Client shall remain the property of Client; provided, Consultant may retain a record copy of all such information for legal and archival puposes. 12.3 Exclusions Consultant's confidentiality obligations hereunder shall not extend to information: (i) which, at the time of disclosure, is a part of the public domain through no fault of Consultant; (ii) which was in the possession of Consultant at the time of disclosure; (iii) which is subsequently disclosed to Consultant by a third party, which information Consultant reasonably believes had not been wrongfully acquired, directly or indirectly, from Client. Consultant shall not be restricted in any way from releasing confidential information in response to a subpoena, court order, or legal process, Consultant responds to such demand. Article 13 - Rights to work Product but shall notiry Client of the demand for information before 13.1 Reports and Information A. No R eport, nor any information contained in the Report or otherwise supplied by Consultant in connection with the Services, shall be released or used by Client in connection with any proxy, proxy statement, proxy soliciting material, prospectus, omcial statement, offering memorandum, securities registration slatement or similar document, nor may Client identifu Consultant in any such document by name, without the express prior written approval of Consultant and in accordance with this Anicle 13. Any information shared with the blient prior to the release ofthe Report is superseded by the appticable Report. Client may not rely on emails, drafts, or oral statements made prior to the issuance ofthe applicable Report. B. Client shall not distribute any Report, or any contents of the Repon, to third parties except as permitted by this Section 13, unless Client has received from such third party or any other party receiving such Report, an executed Use of Work Products Agreement ("Use Agreement") at or prior to closing of a transaction in the form attached as Exhibit B. Should such Report be made available through an intemet-based electronic data room service, Client shalt notiry Consultant and obtain a "click-through" acceptance ofthe terms contained in Exhibit B from such third parties accessing the Report. Should Client distribute such Report or any contents thereof without obtaining an executed Use Agreement, Client's distribution of the Report shall be at its own risk and Client agrees to defend, indemniff and hold Consultant harmless from and against any and all claims Consultant receives from any third party recipient ofthe applicable Report or the contents of the Report C. In addition, Consultant, in its sole discretion, may include a "special Notice" in the form set out in Exhibit C on the front page and footer ofthe Report when delivered to Client by Consultant, and Client shall include such Special Notice in any copy ofthe Report or excerpts. Article 14 - Intellectual Property 14.1 Except as otherwise provided herein, Reports and other documents which Consultant prepares and delivers to Client shall become the property of Client when Consultant has been fully compensated for the Services rendered. Nothing contained in this Agreement shalt be construed as limiting or depriving Consultant of its rights to uie its basic knowledge and skills to carry out other services or work for itself or others, whether or not such other services or work are similar to the Services. 14.2 All documents, including, but not limited to, drawings, specifications, reports and computer software prepared by Consultant pursuant to this Agreement, are instruments of service in respect to the Sewices. it iy are not intended or represented to be suitable for reuse by Client or others on extensions of the Services or in any other services. Any reuse without prior written approval, and verification or adaptation by Consultant for the specific purpose intended will be a breach of the license ganted by Consultant hereunder, and will be at Client's sote risk and without liability or legal exposure to Consultant. Client shall defend, Template Version date: 0l/30/l 7 indemnifu, and hold harmless Consultant from and against all claims, losses, damages, injuries, and expenses, including attomeys' fees, arising out ofor resulting from such reuse. 14.3 At all rimes, each party shall retain all of its rights in its drawing details, designs, specifications, models, databases, computer software, copyrights, trade and service mark, patents, trade secrets, and any other proprietary properry. fughts to intellectual property developed, utilized, or modified in the performance of the Services shall remain the sole property of Consultant. Consultant grants to Client a royalty-free, non- exclusive, limited license to utilize, on an intemal and need-to-know basis, Consultant's intellectual property provided to Client as part ofthe Services to the extent necessary for the Contemplated Transaction. Article 15 - Governing Law In the event of any controversy, claim or dispute between the Parties arising out of or relating to this Agreement, including its enforcement, such controversy, claim or dispute shall be govemed and construed in accordance with the laws of the State of Califomia, without giving effect to the conflicts of laws principles thereof. Article 16 - Miscellrneous Consultant will undertake performance of the Services as an independent contractor and will be solely responsible for its methods of performance. As such, subject to section 5.1 of this Agreement, Client may not supervise the methods used or request any alteration ofthe results obtained. Articte 17 - Integration and Modilication This Agreement is adopted by Client and Consultant as a complete and exclusive statement ofthe terms ofthe agreement between the parties. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters, or other communications between the parties pertaining to the Services, whether written or oral. The Agreement may only be modified in writing and must be signed by both parties in order for such modification to be effective. A new request for additional services shall not amend or add to the terms and conditions of this Agreement in any respect except to describe the new request for services, the schedule therefore, and the applicable compensation amounts. In the event any portion or all of this Agreement is held to be void or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforieable ponion had never been part of this Agreement. In addition, the Parties may amend this Agreement to reflect the original intent ofthe Parties. Article 18 - Assignment Neither Party may assign or transfer any rights under or interest in this Agreement (including, but without limitation, monies that may become due or monies that are due) without the written consent ofthe other Party (such consent not to be unreasonably withheld), and any assignment without such consent shall be invalid and of no effect. Unless specifically stated to the contrary in any such consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Consultant may not employ consultants, associates, and subcontractors to assist in the perfomrance of the Services to the Client \yithout prior written approval by Client, which approval shall not be unreasonably withheld. Article 19 - Use of Name and Publicity Client agrees that it shall not, without the prior written consent of Consultant in each instance, (i) use in advenising, publicity, marketing, or otherwise, the name or logo of Consultant or any Affiliate, nor any trade name, trademark, Iogo, or simulation owned by Consultant or any Affiliate, or (ii) represent, directly or indirectly, that any product or any service provided by the Client has been approved or endorsed by Consultant or any Afftliate. Template Version date|. 0 I 130/ l'7 Article 20 - Non-Solicit At all times during the term of this Agreement, and for a period of six months following any termination or expiration, Client agrees that it will not hire or solicit any employee of Consultant who performed services under this Agreement, to become employees or independent contractors of Client or such other person or entity, excluding employees who are responding to a general solicitation for employment advertised by Client. Article 21 - No Third Party Beneliciaries The provisions of this Agreement are intended for the sole benefit ofthe Parties. The Parties agree that there are no third party beneficiaries to this Agreement other than those subcontractors, vendors and others expressly contemplated, and then only to the extent contemplated, by the terms of this Agreement. Article 22 - Living wages Consultant and any subcontractor(s) shall comply with Client's Living Wage Ordinance, a copy of which is attached hereto as Exlribit "D" and incorporated herein by reference. Upon Client's request, Consultant shall promptly provide certified palroll records to Client for audit and inspection. Article 23 - Equal Employment Opportunity Practices Consultant certifies and represents that, during the performance of this Agreement, it and any other panies 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- th"ir ru"", religion, color, national origin, ancesfy, disability, sex, age, medical condition, sexual orientation or mariial sratus. Consultant further cenifies that it will not maintain any segregated facilities. Consultant further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E," which are incorporated herein by reference. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date signified below. CITY OF VER]{ON BLACK & \,EATCH MAI'IAGEMENT CONSL'I-TING, LLC By:By: (Printed) Title: (Printed) Title: Legal Approved Reviewed Date PM Approved Date Templare Version datet 01130/17 EXHIBIT A PROPOSAL by Black & Veatch Management Consulting, LLC Template version date: Ol/3Oll'7 Asset Acquisition Advis ory Service N CITYOFVERNoN 12 SEPTEMBER 2017 au[or G A wo ,D ot otrrEtcr{ct'@lar-ecrrverrcx BLACK&VEATCH 12 September 2017 Kelly Nguyen General Manager of Public Utilities City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Black & veatch Management Consulting, LLC 8400 Ward Parkway, Kansas City, MO 64114 r +1913 458-4377 E KlausnercJ@bv.com Subject: Asset Acquisition Advisory Service Dear Ms. Nguyen: Black & Veatch Management Consulting, LLC (Black & Veatch) is pleased to submit this proposal to the City ofVernon (City) to provide asset acquisition advisory services. In the attached proposal, we have outlined our proposed study approach, scope ofservices, key personnel, fee structure, qualifications and experience, and proposed work schedule. Black & Veatch's Management Consulting brings together more than 300 professionals, including experienced industry executives, senior analysts and technolory experts from across the electric, water, oil, natural gas and technology industries. This expertise, combined with seamless access to the company's world-class engineering, procurement, construction and operations capabilities, experienced senior executives, economists, senior poliry experts and regulatory officials, engineers and internationally respected subject- matter experts, makes Black & Veatch uniquely qualified to assist clients with their most complex challenges. Black & Veatch has performed several hundred Independent Engineer due diligence assessments of projects worldwide, including the target facility. Many of these pro.iects have involved valuations of existing assets, and Black & Veatch is well positioned to provide the requested services. Our clients have sought our services because many ofthe power, energy, and cogeneration proiects developed in recent years used proiect financing' We routinely provide support to clients who are developing bids for the acquisition of existing assets. We have performed these services for acquisition of entire utilities (generation, transmission, and distribution), for generating assets sold separately, and for transmission and distribution assets sold separately. Black &Veatch excels in both the areas ofproject valuation and combined cycle power plants as demonstrated by our past experience. We have endeavored to be responsive to the City's needs in this proposal and ourgoal is to provide outstanding service ata competitive cosL Ifyou require additional information in order to evaluate our proposal, or ifthere are any changes or modifications to this proposal thatyou would like us to consider, please do not hesitate to contact Mr. Chris Klausner at 9t3-458-+377. BUILDING A WORLD OF DIFFERENCE' @ aucxavEArcH Black & Veatch Management Consulting, IIC 8400 Ward Parkway, Kansas City, MO 64114 p +1913 458-4377 r (lausnerc.i@bv.com This response will remain valid for a period of not less than ninety (90) days from the date of submittal. On behalfofthe Black & Veatch team, we look forward to the opportunity to provide these services to the City. Very truly yours, BLACK & VEATCH MANAGEMENT CONSULTING, LLC U*, ru,-*- Chris Klausner Managing Director 8400 Ward Parkway Kansas City, MO 64174 +1973-+58-4377 klausnercj@bv.com BU ITDIN G A WORTD OF DIFFERENCE' CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Table of Contents Table of Contents General Scope Ability ofthe Proposer to Perform Work Summary 10 Appendix A - Resumes 16 Appendix B - Affidavit of Non-Collusion By Contractor SLACK & VEATCH I IABIE OF CONTENIS i Work 8V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE lntroduction Black & Veatch is pleased to present this proposal to the City ofVernon (CityJ in response to a request for a proposal (RFP) to provide asset acquisition financial and technical advisory and support services. We have endeavored to prepare a proposal that is thorough and responsive to the City's needs. Black & Veatch understands that the City is exploring the potential acquisition ofthe Malburg Generating Station (plant or facility) and desires to retain a consultant to assist in conducting a technical and financial evaluation of the facility and to support the acquisition process by providing advice during the biddin& contract negotiations, financing and closing processes. We understand the technical and financial evaluation ofthe facility to include conducting a due diligence assessment of the facility and providing an independent determination of the fair market value of the facility. Black & Veatch proposes four main tasks ofwork and have developed this proposal to provide information to address each task. The first task involves completion of a due diligence assessment of the facility. Through this assessment, Black & Veatch will assess the facility's risk profi[e and identifo technical and financial inputs to be utilized in the financial evaluation and fair market value determination ofthe facility. The independent engineering report produced by the due diligence assessment process can be utilized to assist in securing financing for the acquisition as well as provide information to be utilized in the bidding and contract negotiation processes. For the second task, Black & Veatch will utilize the findings and outputs ofthe due diligence assessment in coniunction with a market analysis/forecast to produce a pro forma financial forecasL This pro forma financial forecast will provide a determination of the fair market value of the facility which can be utilized in the bidding and contract negotiation processes' Third, Black & Veatch offers to perform a Phase I Environmental Site Assessment identify recognized environmental conditions in accordance with the ASTM Standard Practice for Environmental Site Assessments: Phase 0ne Environmental Site Assessment Process IE ts27 -13). Finally, Black & Veatch will provide consulting services, as required, to support the acquisition process including providing expert advice during biddin& contract negotiations, and closing and responding to lender inquiries to support financing. Black & Veatch has prepared this proposal in response to the RFP. We encourage the City to review our proposal in detail and advise of any areas where additional information is needed or additional discussion is warranted. BLACK & VEATCH I INTRODUCNO l8V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE General Scope of Work Outlined below is the general scope of work proposed by Black & Veatch to perform the asset acquisition advisory services. Task 1 - Technical Due Diligence Black & Veatch will perform a technical and environmental due diligence assessment ofthe facility to support the City's potential acquisition of the facility. Black & Veatch will document findings in a consolidated report, which will include an executive summary, discussion and review of the general plant design, assessment of the general condition of the facility, performance assessment, O&M practices and costs assessment, environmental compliance review, and contractual obligations review. Due diligence will focus on assessing the facility's risk profile and identifying technical and financial inputs to be utilized in the financial evaluation and fair market value determination ofthe facility. Task 2 - Valuation Black & Veatch will produce an estimate that reflects the fair market value ofthe facility by developing a discounted cash flow model (valuation modelJ that reflects the cash flow expected to be produced by the facility. Black & Veatch will also produce comparable asset and cost based valuations for information purposes. Black & Veatch will document the valuation methodology, maior assumptions, underlying analyses, and the resultant fair market valuation estimate in a consolidated report section planned to be an appendix to the independent engineer's report. Task 3 - Phase I Environmental Site Assessment Black & Veatch will perform a Phase I Environmental Site Assessment to idendry recognized environmental conditions in accordance with the ASTM Standard Practice for Environmental Site Assessments: Phase One Environmental Site Assessment Process (E t527 -1,3'), Black & Veatch will review standard historical sources and conduct record searches for the site and surrounding properties, interview persons who are familiar with the property, and perform a site reconnaissance. The finding will be summarized in a brief reporL Task 4 -Asset Acquisition Consulting Services Per tasks 7,2,and 3 above, Black & Veatch will produce deliverables which will be used by the City to support the acquisition process including bidding financing, and closing. Additionally, Black & Veatch will provide consulting services, as required, to support the acquisition process including providing expert advice during bidding contract negotiations, and closing and responding to lender inquiries to support financing. More detail on the specific approach to each task can be found in the Work Plan section below. STACK & VEATCH I GENERAL SCOPE OF WORX 2BV COM CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE Work Plan Black & Veatch proposes the following Work Plan to meet the City's requirements for asset acquisition advisory services. The Work Plan is arranged in a way that represents our typical approach to asset acquisition advisory services, taking into account the specific needs of the City's RFP. Task 0 - Project lnitiation/Kick-Off Meeting Upon notification to proceed, Black & Veatch will participate in a kick-off conference call to discuss and reconfirm our approach. Administrative procedures such as schedules for status meetings or conference calls and protocol for obtaining data and information and reviewing preliminary findings and results will be established. Task I - Technical Due Diligence Task 1.1 - Data Collection Black & Veatch will make an assessment based on the initial data available in an electronic data room, and prepare a preliminary data request list for additional data and other documents that are critical to our due diligence effort Task 1.2 - Design Review Black & Veatch will provide a summary level review of the general facility design. This will include identification ofthe manufacturers and key features for maior equipmenL Black & Veatch will comment on the general appropriateness and adequacy of the design, and will identify any significant departures from normal industry practice observed. Task 1.3 - Condition Assessment Black & Veatch will perform a general condition assessment of the facility. Black & Veatch will also review available data, recent inspection reports, and comment on expected useful life of the facility. Black & Veatch will send up to two team members to visit the facility for a one-day site visit. Black & Veatch will visually observe facility conditions, and interview available operations and maintenance management personnel. Task 1.4 - O&M Assessment Black & Veatch will review operations & maintenance (O&M) agreement, general O&M practices, and forecast costs for operation and maintenance, including maior maintenance and capital expenditures. Independent Engineer will comment on the Seneral appropriateness of the practices, staffing O&M costs, major maintenance, capital expenditures, and processes relative to the potential long-term reliability and performance of the facility. BV COM ELACK & VEATCH I WORK PI,AN 3 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Task 1.5 - Environmental Review Black & Veatch will perform an environmental assessment ofthe facility. Based on review of documents such as permits and pending permit renewaI applications, environmental studies, and agency correspondence made available in an electronic data room, BIack & Veatch will determine the validity and current status of the federal and state permits and/or environmental approvals required for continued operation ofthe generation facility. Black & Veatch will also evaluate the facility's management plans and programs for adequacy to maintain compliance with permits conditions and regulatory requirements, and review the results of monitoring reports, study outcomes, and other documentation such as USEPA ECHO data base summaries to identiry any compliance issues or concerns. Findings on environmental compliance, management and risks based on our review ofall data and information provided, including responses or interviews with the asset owners, will be incorporated into the consolidated reporl Task 1.5 - Contract Review Black & Veatch will review key technical and commercial provisions of maior project contracts and comment on the technical adequacy, consistency among the contracts, and their suitability to achieve the cash flow proiections. The anticipated agreements include the power purchase tolling agreement, operation and maintenance agreement, long term service agreement, interconnections, water supply, and wastewater agreements, as applicable. Black & Veatch's review will be focused on commercial and technical provisions, and it is noted that Black & Veatch will not provide any legal, tax, or insurance advice. Task 1.7 - Valuation Model Technical lnputs Based on information gathered and developed in prior tasks, Black & Veatch will review historical plant performance data and provide a general opinion ofprobable future performance. The following performance parameters will be addressed: e O&M, major maintenance and capital expenditures o Technical inputs including availability, forced outage, capacity and heat rate t Anticipated remaining useful life o Review overall project budget for consistency with proiecr documents, evaluation of appropriateness of other inputs. . Review pro-forma financial model inputs and idendry any discrepancies between project documents, 0&M estimates, and budgets provided. Task 1.8 - Reports and Documentation Black & Veatch will document the due diligence findings in a consolidated Draft ReporL The report will include an executive summary, and will discuss the general design, performance, O&M practices, O&M costs, environmental compliance, major agreements, and the general condition of major plant systems. After receiving a consolidated list of feedback and comments, Black & Veatch will issue one Final Report. BLACK & VEATCH I WORK PI.AN 4 For the above tasks, Black & Veatch assumes that all relevant documents, including permits, environmental impact analyses and reports, contracts, historical per[ormance and costs, historical maintenance reports and costs, agreements, and other pertinent information will be made available in the electronic data room upon notice to proceed. Task 2 - Valuation Valuation Approaches and Selection The focus ofthe Black & Veatch valuation will be to produce an estimate that reflects the fair value ofthe facility. There are three general approaches used to determine fair value, which are discussed and evaluated for appropriateness for the portfolio. The three approaches are: . Comparable Asset Valuations. o Cost Based Valuations.. Discounted Cash Flow or Earnings Based Valuations. comparable Asset valuation3 This type of valuation establishes a fair market value by evaluating the selling price of comparable assets recently transacted. The logic behind this approach is that, assuming that bidders were provided with complete information and not restricted in any way from biddin6 the market bidding process results in awarding the asset to the highest bidder at the market clearing price. This price is the highest amount the market was willing to offer for comparable assets and is one estimate of the amount that the market will determine as the fair value of the assets in question. The comparable asset valuation approach has limitations for power transactions. However, Black & Veatch's analysis will include a comparable asset sale valuation for information. CDst Based Valuatlons A second general method of establishing a fair market value is the cost based approach. Cost based approaches focus on the cost of constructing the physical assets being valued; adiusted to recognize any decrease in value of the asset due to reduced remaining service life compared to a new facility. Generally, the replacement cost less depreciation (RCLD) method ofcost based valuation involves inspection ofthe existing assets and current and historical operation and maintenance practices to determine the remaining life of the asseL The reproduction cost is then adiusted to reflect the remaining life ofthe asset The result is the estimated fair value ofthe asseL Black & Veatch's analysis will include a cost based valuation for information purposes. Dlscounted Cash Flow Discounted cash flow or earnings valuations (pro forma type modelJ are based on the fundamental notion that the market value of any asset is the present value of future cash BTACK & VEATCH I WORK PI.AN 5 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE flows that the asset is expected to provide. Stated differently, a firm considering the purchase ofan asset is not willing to pay more than the cash flows generated by the asset, discounted (to the time the investment is made) at the firm's required rate of return or discount rate. Thus, as opposed to cost based methods, the discounted cash flow method focuses on the future net cash flows generated by the asset ln typical fair market valuations of assets expected to continue operations into the future, the discounted cash flow valuation generally provides the best indication ofvalue. Black & Veatch will produce an estimate that reflects the fair market value ofthe facility by developing a valuation model that reflects the cash flow expected to be produced by the facility. Task 2.1 - Development of Valuation Model Using information obtained from Task 1.7 ofthe technical due diligence effort and Black & Veatch's internal database of power plant cost/performance characteristics, Black & Veatch will derive technical inputs for use in the evaluation including seasonal capacities, availability, planned and forced outage rates, heat rate curve, variable O&M costs, minimum up and down times, and energy ramp rates. Black & Veatch will utilize the PROMOD IV/PAT production cost model to determine the facility's projected dispatch factor. The model is an integrated electric model that relies upon a fundamental market view of commodity prices, existing generation supply and demand projections, and other factors on which to produce a long term forecast of energy prices. Black & Veatch draws on both public and commercial data sources to produce the assumptions for the fundamental market model and supplements them with its own view on key market drivers, such as power plant capital costs, environmental and regulatory policy, natural gas exploration and development costs, and gas pipeline expansions. Black & Veatch will then take a step-by-step approach to develop a proiection of the cash flows associated with the assets. The systematic approach will involve the development of assumptions and proiections of cash flows in the following areas for each year in the analysis: o Revenues. Fuel Costs. Staffing Costs o Maintenance Costsr Overhead Costs o Miscellaneous Expenses. Debt Service Costs o Estimates of Depreciation for Tax Purposes. Tax Payments and Payments in Lieu of Taxes ln addition, Black & Veatch will forecast any revenues related to contracted PPAs or other such agreements. Black & Veatch will also utilize short term forecasts ofoperation expenses and capital expenditures provided by the plant and work conducted in Task 1 to develop a long-term forecast of operating expenses and capital expenditures over the Bt-acK & VEATCH I WORX PLAN 6BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE evaluation period. With these forecasts, Black & Veatch will develop a cash flow model to supportthe valuation analysis. The cash flow model will utilize estimates ofmaintenance and capex expenses required to keep the facility in working order over the evaluation period. Task 2.2 - Reports and Documentation Black & Veatch will document the valuation findings in a consolidated Draft Report section planned to be an appendix to the independent engineer's reporL The report will document the valuation methodolory, major assumptions, underlying analyses, and the resultant fair market valuation estimate. Task 3 - Phase I Site Assessment A Phase I Environmental Site Assessment will be performed to identifu recognized environmental conditions in accordance with the ASTM Standard Practice for Environmental Site Assessments: Phase One Environmental Site Assessment Process (E 1527 -13). Information to be reviewed will include standard historical sources back to 1940 or the first developed use ofthe property, and record searches for the site and surrounding properties of standard ASTM E 1527 -73 environmental sources. Interviews with state and local government officials, owners, occupants, and/or other persons who are familiar with the property will also be conducted. An environmental professional will perform a site reconnaissance and automobile tour. The findings will be summarized in a brief report submitted electronically. It has been assumed that standard client-supplied information will be made available prior to initiation of the assessmen! including but not limited to the exact street address and legal description of the property, property boundary and facility maps, chain-of-title information, known historical use, and other available background information. Task 4 - Asset Acquisition Consulting Services Per tasks 1, 2 and 3 above, Black & Veatch will produce deliverables including an independent engineering report, a valuation report, a valuation model, and a Phase I site assessment which will be used by the City to support the acquisition process including bidding financing and closing. Additionally, Black & Veatch will provide consulting services, as required, to support the acquisition process including providing expert advice during bidding contract negotiations, and closing and responding to lender inquiries to support financing. ELACX & V€ATCH IWORKPI.AN 78V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Fees and Costs Black & Veatch will conduct Tasks 1-3 of the Work Plan presented above on a fixed price basis, plus reimbursement of travel expenses at cost. Travel expenses will be incurred in relation to the one day site visit which will be performed to aid in assessment of the current condition of the facility and in relation to the performance of the Phase I Environmental Site Assessment The following are the fixed price fees for Tasks 1-3: Proposed payment terms are 30 days (net 30) from the invoice date. Below are the proposed billing milestones: Tasks 1 and 2 Task 3 Travel Expenses Notice to Proceed (NTP) First Draft Report Final Report or 10 weeks after NTP Engineer Analyst Senior Engineer Senior EnBineer Manager Senior Analyst Consultant Manager Principal Managing Director/Director $105,000 $10,000 Reimbursable at cost 25 percent of fixed fee 60 percent of fixed fee 15 percent of fixed fee For Task 4, it should be recognized that providing an accurate estimate of the cost of consulting services for evolving assignments of this type is often difficulr The anticipated level of effort required often varies depending on the extent of required contract negotiations, extent oflender inquires, and time elapsed during the acquisition process, for example. Black & Veatch proposes to provide consulting services, as required, to support the acquisition process on a time and materials basis to be invoiced monthly at the below hourly billing rates. The following schedule of hourly billing rates for Black & Veatch's transaction group would be applicable for Task 4 work scope. Table 1- 2017 Billing Rates uss220 uss26s uss32s uss350 uss365 Administrative BTACK & VTATCH I FEES AND COSTS 8av coM CITY OF VERNON I A55ET ACQUISITION ADVISORY SERVICE The above rates are fixed for 2017, and are subiect to increase on the lst day of lanuary ofeach subsequent year. BLACK & VEATCH IF€ESANDCOSTS 9BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Ability of the Proposer to Perform Team Black & Veatch will utilize an experienced team of professionals to complete the Work Plan. The following individuals are the key assigned personnel for team with a brief description of each professional's role. Full resumes are included in Appendix B. Chris Klausner - Project Director Chris Klausner has responsibility for providing technical advisory services and direction for clients for Black & Veatch's Management Consulting power industry business. He is responsible for performing independent engineering assessments for project lenders, developers, owners and bidders pursuing acquisition of generation assets. These reviews provide technical, economic and financial analysis in the following areas: technolory, environment, plant overall design and performance, proiect contracts (power purchase; operations and maintenance (O&M); major maintenance; engineering procurement and construction (EPCJ; fuel supply; steam sales; etc.), including liquidated damages provisions, O&M expense proiections, financial pro forma modeling construction methods and schedule, and proiect capital costs. Krystal Richart - Project Manager Krystal Richart is a project manager in Black & Veatch's Management Consulting business, specializing in technical due diligence. Ms. Richart is responsible for leading and performing independent engineering due diligence, proiect development, and financial model assessments. Her pro,ect experience spans multiple technologies with focus on conventional power plants. Gary Wilmes - Market Modeling Gary Wilmes is a registered Professional Engineer with diverse experience in many aspects of the electric power industry, including system planning production cost modeling, economic analysis, electricity market assessments, and conceptual design. He has conducted several system planning and feasibility studies for domestic and international clients. His activities have included technology screening and selection studies, development of utility generation expansion plans, generating system production cost simulation and analysis and reliability/availability assessments to predict plant availability and improvements attributable to proposed plant design changes. Mr' Wilmes has evaluated the economics ofproposed DSM and Energy Efficiency programs using the DSMore (Demand Side Management Option Risk Evaluator) simulator as well as detailed hourly chronological production cost models such as ProSym and PROMOD to evaluate the economics of peak reductions and energy cost savings attributable to DSM and Energy Efficiency programs. BLACX & VEATCH I ABII,ITY OF THE PROPOSTRIO PERFORM IO8V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Michael Vaughan - lndependent Engineer, Technical Lead Michael Vaughan is a project manager in Black & Veatch's Management Consulting business, specializing in technical due diligence. Mr. Vaughan's background is in conventional electricity generation, energy contract negotiation, electricity purchasing strategies (both regulated and competitivel, power plant cost modeling industrial enerry efficiency and mechanical engineering. Since ioining Black & Veatch Michael has focused on management of independent engineering due diligence, with focus on conventional power plants and renewable enerry proiects. Judy Carnali - lndependent Engineer, Financial Modeling Support ludy Carnali is a consultant in Black & Veatch's Management consulting business. Ms. Carnali focuses on due diligence reviews, including engineering feasibility and independent technical assessments of novel technologies. She has worked on a wide variety of projects including midstream and distribution oil and natural gas assets, renewable energy portfolios and combined cycle plants. Ms. Carnali's skills set includes technical due diligence, operational assessment, and financial modeling and analysis' Bruce Boomer - Environmental Lead Bruce Boomer is an Environmental Engineer within Black & Veatch's global enerry business. His technical competencies include environmental issues associated with site development, water pollution control, water resources, chemical management, air pollution compliance, and waste managemenL For industrial organizations, he has planned critical environmental permitting and compliance needs for proposed and modified facilities and managed continuing compliance with water, air, and waste requirements. For third-party organizations, he has reviewed the adequary of permits and plans in place at facilities under development and at active facilities and has evaluated the needs for maintaining compliance with current, pending, and anticipated regulatory programs. Mike Knechtel - Air Permitting Lead Michael C. Knechtel is an Air Quality Specialist within Black & Veatch's global Power business and manages the Air Permitting Services Section. Knechtel specializes in air permit application preparation, air regulatory and permitting assessments, permit compliance assessments, emissions quantification and impact analyses, and meteorological / climatological studies. His permitting and regulatory experience includes various proiects in Alabama, California, Colorado, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Michigan, Missouri, New Mexico, New York Nevada, North Carolina, North Dakota, Oklahoma, Oregon, Tennessee, Texas, Utah, Virginia, and Wisconsin. Barbara Butler - Phase I Site Assessment Lead Ms. Butler has more than 26 yearc' experience in environmental engineering investigation, design, and assessmenL Site management experience includes planning, field investigation, characterization, assessment, remedial design and implementation, and risk assessmenL ELACK & VEATCH I ABILITY OF THE PROPOSERTO PTRFORM 11BV COM Recent Relevant Valuation Qualifications and Experience Black & Veatch has conducted hundreds of Independent Engineer due diligence assessments ofprojects worldwide, many of which have involved valuations ofexisting assets. A list of recent relevant valuation proiects completed along with a brief description of each project's work scope is included below. Additional material on experience and qualifications is enclosed as an attachment to this proposal. Portfolio Valuation, Confidential Client (PJM Region) Black & Veatch provided an independent determination of the fair market value for a portfolio of generators including combustion turbines, diesel gensets, coal-fired generators, and solar PV. The valuation was focused primarily on the discounted cash flow method of valuahon, but also included comparable asset sales and cost based valuations. Wind Farm Valuation, Los Angeles Department of Water and Power Black & Veatch provided fair market value and due diligence services to evaluate an early buyout option of a large wind farm. The valuation approaches included discounted cash flow, cost-based and comparable sales. Combined Cycle Plant Valuation, Confidential Client Black & Veatch was retained to determine the fair market value of a combined cycle power plant located in the Western U.S. The fair market valuation was performed to determine the value of the portion of the power plant that the client did not own, and was used by the client in evaluating whether to purchase the share of the plant owned by its partner. Three valuation approaches were utilized - the market approach, the cost approach, and the discounted cash flow approach. Black & Veatch's scope of work involved estimating the fair market value of the asset, presenting the findings of the analysis to client managemeng presenting the results of the valuation to the client's project partner, and providing continued support to the client to comply with contractual obligations related to cliends intent to purchase the share of the it did not currently own. Municipal Experience Black & Veatch has over 100 years' experience working with all levels of GovernmenL From multi-million dotlar IDIQ contracts for the Department of Defense and the Department of State to small task order contracts for the City of Charles Town, WV, we are experienced in providing responsive and cost-effective services to all levels ofgovernment clients. BLACX & VTATCH I ABILITY OF THE PROPOSERTO PERfORM 12BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE References AES Corporation chuck Hofmann Assistant Treasurer 1 Monument Circle, Suite 629C lndianapolis, lN 46204 317-829-7589 ch u c k.b olfurElllQaqs.qo m Azusa Light & Water Yarek Lehr, P.E. Assistant Director of Resource Management 729 N. Azusa Ave. Azusa, CA 91702 62+At2-52L4 ylehr@ci,azusa.ca.us SI.ACK & VEATCH I ABIUTY OFTHE PROPOSER TO PERfORM 13BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Work Summary For each ofthe tasks outlined in the proposal, the following deliverables will be produced: o Task 1: Technical Due Diligence . A consolidated independent engineering report documenting due diligence findings r Task 2: Valuation o An Excel file with the valuation model outputs . A consolidated valuation report documenting the valuation methodology, major assumptions, underlying analyses, and the resultant fair market valuation estimate o Task 3: Phase I Site Assessment o A Phase I Site Assessment report r Task 4: Asset Acquisition Consulting Services . No specific deliverables are envisioned as this task includes as needed advice and consulting services ELAC( & VEATCH I WORK SUMMARY 14BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Schedule The following outlines a preliminary indicative schedule for performance of the tasks outlined in this proposal. This schedule is based upon the following: . Site visit can be accommodated in a timely manner. o All necessary documents are provided to Black & Veatch in a timely manner. Executed Agreement and NTP Receive Substantially Complete Documentation Site Visit Draft lE Report Draft Valuation Report Phase I Site Assessment Final Reports Miscellaneous Consulting Services 3 5 6 6 1 week after receipt of comments on draft reports As required 0 1 It is understood that, upon notification ofyour award of the project to Black & Veatch, both parties agree to use reasonable diligence, to negotiate a mutually acceptable definitive written contract with respect to the work described in this proposal. Based on our experience we are reasonably confident that the contract terms can be negotiated quickly and without any effect on the proiect schedule. However, until we receive a fully executed, mutually acceptable definitive written contract, Black & Veatch will not perform any work on behalf of the City of Vernon related to the scope of work proposed herein' ELACX & VEATCH I SCHEOULE 15 WEEKS AFTER NOTICE TO MITESTONE ACTIVITY I PROCEED BV.COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Appendix A - Resumes BTACK & VEATCH I APPINOTXA ' RESUMES 168V COM CITY OF VERNON I ASSET ACOUISITION AOVISORY SERVICE Chris J. Klausner, P.E. Mr. Klausner has responsibility for providing technical advisory services and direction for clients for Black & Veatch's management consulting power industry business. He is responsible for performing independent engineerinB assessments for proiect lenders, developers, owners and bidders pursuing acquisition ofgeneration assets. These reviews provide technical, economic and financial analysis in the following areas: technolory, environment, plant overall design and performance, project contracts (power purchase; operations and maintenance [O&M]; maior maintenance; engineering, procurement and construction [EPC]; fuel supply; steam sales; etc.), including liquidated damages provisions, O&M expense projections, financial pro forma modelin6 construction methods and schedule, and proiect capital costs. In addition, Mr. Klausner manages other engineering studies, need for power applications, integrated resource plans, power supply studies, project development support and also conducts power plant valuations. He has experience with simple-cycle, combined-cycle, cogeneration, fluidized bed, circulating fluidized bed (CFB), pulverized coal, integrated gasification combined-cycle, biomass, nuclear, solar thermal, solar photovoltaic [PV), waste-to-enerry gasification and wind technologies. He has also provided construction monitoring on behalfof lenders for more than 20 power plant consEuction projects. PROJECT EXPERIENCE Confidential Client; Lackawanna and Birdsboro; Pennsylvania, United States; 2016-2017 Proiect Director - Black & veatch. Black & veatch provided an independent engineering assessment on behalf o f separate equity investors in the Lackawanna and Birdsboro combined cycle projects utilizing CE 7HA combustion turbines. Starwood; Marcus Hook; Delaware, United States; 2Ot6-2016 Proiect Director - Black & Veatch. Black & Veatch provided an independent engineering assessment on behalf of Starwood for their acquisition and debt financing of this 790 MW combined cycle facility based on GE 7F.04 combustion turbines. Multiple Clients; North American Power Plant Technical Assessments; Global; 2015-2015 Proiect Director - Black & Veatch. Mr. Klausner directed multiple teams evaluating single asset and portfolios of power plants in the North American markets including gas fired CT and combined cycle, coal and cogeneration plants. Technologies included MHI 501G, Alstom GT11NM, CT24, Siemens 501D5A, 501FD2, 501G, SCT6000F, V84.2, GE 1M6000, 7EA, 7FA, 7HA, Pratt & whitney FT-8 FT-4, and other technologies. BV COM PROJECT DIRECTOR Expertise: Expert Testimony; Power Supply Studies; Project Contract Assessment; Project Managementj Technical & Financial Analyses; Technology Capital Costs Education Mast!r', Cqsin63 Administl'ation, Financ!, UniYl6ity of fanrat 2d)1, unhcd Stat6 Badrclor of Scicnc!, Mlchankal Erldncrrin!, Univrity of f!ans$, 19111, Unitcd St t€5 Professional Registration Ucms€, ProtesConal Enginecr, M€ch.nic.L 13719, knras, unitcd stat6, 19!15 Total Years of Experience 27 Black & Veatch Years of Experience 25 ELACK&VEATCH I APPENOIX A - RESUMES 17 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Exelon Generation; Exgen Power Portfolio Term Loan B Financing; Texas, United States; 2014-2014 Proiect Director - Black & Veatch. Mr. Klausner directed a multidiscipline team evaluating multiple power plants utilizing MHI 501G, GE 7EA, GE6B combustion turbines, and gas fired steam boilers in Texas. Multiple Clients; Power Plant Technical Assessments; Global; 20L4-20L4 Proiect Director - Black & veatch. Mr. Klausner directed multiple teams evaluating single asset and portfolios ofpower plants in the North American markets. Asian Development Bank, lnternational Finance Corporation, Korea Export lnsurance Corporation, State Bank of lndia, Export- lmport Bank of Korea; Due Diligence and lndependent Technical Review, Mundra Coal Proiect; Mundra, Gujarat, lndia;2008-2014 Principal Consultant - Black & Veatch. Mr. Klausner was the United States team proiect manager for the due diligence ofa 4,000 MW supercritical coal fired prolect in lndia on behalf of project lenders. Black & Veatch's scope ofindependent technical review included the design; malor plant equipmenu permits and approvals; environmental issues; EPC plans; costs and schedule; other proiect contracts, including the power purchase agreement, coal supply and proiect performance parameters. Confidential client; Siemens 8000H RepowerinB Assessment; New Jersey, United States; 2013-2013 Proiect Manager - Black & Veatch. Mr. Klausner led a technical team evaluating the repowering ofan existing facility into a combined rycle utilizing the 8000H gas turbine. Bingham on behalf of senior certificate Holder; choctaw circulating Fluidized Bed Restructuring; Mississippi, United States; 20L2-20Lt Prorect Director - Black & Veatch, Mr. Klausner led a multidiscipline team providing technical advisory services to assist in the restructuring ofthe sale lease back transaction. Work included request for proposals (RFPI process for potential operators, evaluation of proposed capital expenditure forecasB, financial modeling support and other technical services which resulted in successful restructuring. Tyr Energy; EIF Portfolio of Four Gas Units; United States; 2012- 2013 Proiect Director - Black & Veatch. Mr. Klausner led a site visit team on the independent engineering assessment ofa four unit gas fired portfolio including 501FC, 7FA and Wartsila technologies. Upon BLACK & VEATCH I APPENOIX A- RESUMES 18BV COM CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE successful purchase and sale agreement execution, Black & Veatch worked with the lender financing the proiect. Lender Consortium; 55 MW Biomass Plant lndependent Engineer; United States; 2010-2013 Proiect Manager - Black & Veatch, Mr. Klausner managed the technical, environmental and financial due diligence ofa 55 MW bubbling bed boiler biomass power plant on behalfofthe project lenders. The proiect involved the repowering ofan existing black liquor boiler. Lender Consortium; 100 Megawatt (MW) Biomass Plant lndependent Engineer; United States; 2010-2013 Proiect Manager - Black & Veatch. Mr. Klausner managed the technical, environmental and financial due diligence ofa 100 MW bubbling bed boiler biomass power plant on behalf of the project lenders. He also managed a multidiscipline team that evaluated the design, financial model inputs and proiect contracts. Oyster Creek; Annual Audit for Lenders; Texas, United States; 2004-20L3 Proiect Manager - Black & Veatch. Black & Veatch has served as the independent engineer for Oyster Creek since 1992. Mr. Klausner has led the annual budget and plant assessments for this 3x1 CE 7EA combined-rycle cogeneration facility since 2004. His responsibilities have included reviews of operational data, O&M records, plant visits and issuance of reports for lenders. Confidential clienu Granite Ridge; New Hampshire, United States; 20L2-20t2 Proiect Manager - Black & Veatch. Mr. Klausner led the site visit team and director for an independent engineering assessment on behalf of a potential buyer of this 2x1 SW 501G combined cycle project. Michigan South Central Power Agency; lnteBrated Resource Plan; MichiBan, United states; 2OLL-2O71 Proiect Mana8er - Black & veatch. Mr. Klausner led a team providing an integrated resource plan. The study evaluated environmental compliance, potential participation in a new combined cycle unit, evaluation ofother resources, evaluation ofplant retirements, load forecastin& enerry price forecasting and recommendations regarding future resource needs. Confidential Client; Dayton Power & Light; ohio, United states; 20t7-20LL Proiect Manager - Black & veatch. Mr. Klausner led multiple technical teams evaluating the potential acquisition of the company. BI.ACK & VEATCH I APPENDIX A. RESUMES 19BV.COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Confidential Client; Premium Power; United States; 2010-2010 Proiect Manager - Black & Veatch. Mr. Klausner managed the technical assessment ofthe Premium Power zinc-flow battery technology on behalf ofa potential investor. Black Hills Colorado Electric; Solar and wind lntegration Study; Colorado, United States; 2010-2010 Proiect Mana8er - Black & veatch. Mr. Klausner managed a solar and wind integration study to estimate the feasibility and cost impact ofintegrating various levels of renewable enerry into the system. The study concluded that it should be technically feasible to integrate up to 20 percent renewable resources, but there would be an added system cost. Black & Veatch also provided simulation to determine an appropriate reserve margin level for this utility to maintain a loss of load probability ofone day in 10 years. Confidential ClienU Dynegy Assets; United States; 2010-2010 Proiect Manager - Black & Veatch. Mr. Klausner led multiple technical teams evaluating the Dynery power generation assets in support of a potential acquisition of the company. Brazos Electric Cooperative; Power Supply Study; Texas, United States; 2009-2010 Proiect Manager - Black & Veatch. Mr. Klausner was responsible for directing a RFP process for renewable and conventional power supply, development ofself-build generating alternatives [GE 7A, LMS100, pulverized coal, nuclear, and integrated gasification combined-rycle IGCC]) cost and performance, evaluation of alternatives, and other technical support on behalfof Brazos Electric to complete a power supply study to determine future generating unit additions. City of Oberlin; Power Supply StudY; Oberlin, Ohio, United States; 2009-2010 Proiect Manager - Black & Veatch. Mr. Klausner was responsible for directing a power supply study for the city to determine future generating unit additions. The city's goal was to reduce CO2 and fossil fuel use while maintaining system reliability. The city was pursuing contracting with landfill gas internal combustion engine projects to replace coal purchase capacity that was to be retired. City of Holland Board of Public Works; Power Supply Study; Holland, Michigan, United States; 2009-2010 Proiect Manager - Black & Veatch. Mr. Klausner was responsible for directing a power supply study for the city that evaluated several coal fired, combined-cycle, simple-cycle and renewable technologies. Black & Veatch also developed the load forecast and provided market price forecasts for use in the study. The study utilized Ventyx StrategistTM modeling software and included analysis ofdemand side management (DSM)/enerry efficiency savings, renewable requirements and BV-COM ELACK&VEATCH I APPENOIX A - RESUMES 20 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE potential CO2 allowance pricing. Various Clients; Miscellaneous Sale Due Diligence; United States; 2009-2010 Proiect Manager - Black & veatch. Mr. Klausner provided technical and financial due diligence on behalf of potential buyers ofthe following: Lake Road, Dighton, Masspower, Arlington Valley, Gila River and Navasota combined-rycle proiects. He also managed the technical assessment on behalf of an investor for 24 MW biomass proiect and municipal solid waste gasification technolory. Provided a valuation analysis ofa 2x1 7FA combined cycle in Colorado. Lehman Brothers; Technical and Financial Analysis, FirstEnergy Bay Shore Project; Ohio, United States; L997-2OLO Proiect Manager - Black & Veatch. Mr. Klausner provided technical and financial analysis ofa 1.38 million pounds per hour petroleum coke-fired circulating fluidized bed boiler proiecL The steam produced by the proiect was sold to FirstEners/ and an adiacent refinery. The assessment was performed for the bond offering and included multiple investor road shows. Lender Consortium; 100 MW Biomass Plant lndependent Engineer; United States; 2009-2009 Proiect Manager - Black & Veatch. Mr. Klausner managed the technical, environmental and financial due diligence ofa 100 MW bubbling bed boiler biomass power plant on behalfofthe project Ienders, the Nacogdoches Project. He also managed a multidisciplined team that evaluated the design, financial model inputs and proiect contracts. confidential ClienU Solar Photovoltaic Plant lndependent Engineer; United States; 2009-2009 Proiect Manager - Black & Veatch. Mr. Klausner managed the technical and environmental assessment ofa proposed First Solar thin film 30 MW solar PV power plant for an equity investor. The assessment included technolory, a site visit to similar proiect under construction, performance testing methodolory, performance estimates and other technical support. confidential Client; Solar Thermal Plant lndependent Engineer; United States; 2009-2009 Proiect Manager - BIack & Veatch, Mr. Klausner managed the technical, environmental and financial due diligence of a 290 MW solar thermal power plant with thermal eners/ storage for submission to the Department of Enerry for a loan guarantee. He also managed a multidiscipline team that evaluated the design, financial model inpus and project contracts. BLACK & VEATCH I APPENOIX A. RESUMES 21BV.COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Black Hills Colorado Electric Utility; Electric Resource Plan; Colorado, Un ited States; 2OO7 -2OO9 Proiect Manager - Black & Veatch, Mr. Klausner was responsible for directing the electric resource plan on behalfof Btack Hills for the recently acquired Aquila Colorado Utility. Work scope included evaluation ofconventional and renewable alternatives, modeling of wind, solar, DSM and conventional units including coal, gas combined- rycle and simple-cycle, drafting ofreport sections, forecasts of future emissions and CO2 reductions, and providing other support for the resource plan. [t has also included modeling of RFP process bids including internal combustion engine, combined cycle and LMSl00 responses. Serovskaya; 600 MW Coal Plant Feasibility Review; Sverdlovsk, Russia; 2007-2007 Senior Consultant - Black & Veatch. Mr. Klausner served on a proiect in which Black & Veatch reviewed the preliminary technical and economic feasibility ofthe Serovskaya coal fired generating plant proposed to be built by the Unified Enerry System of Russia. The team evaluated technology, alternative configurations, vendor selection and high-level design from the project's prefeasibility study. Black & Veatch also analyzed the expected economic performance and assessed the reasonableness and viability of the planned capital costs. Confidential Clients; Jamaica Rockfort Diesel Power for Asset Acquisition; Kintston, lamaica; 2OO? -2007 Proiect Manager - Black & Veatch. Mr. Klausner was responsible for due diligence ofa 2x1 diesel power plant in lamaica, Rockfort Diesel Power. This plant burned heavy fuel oil in two 29.8 MW MAN'BW slow speed diesels with heat recovery boilers and a 5 MW steam turbine. Confidential Clients; Various Due Diligences for Asset Acquisitions; United States; 2OO7 -2007 Senior Consultant - Black & Veatch. Mr. Klausner was the team Ieader responsible for evaluating four Florida plants (three cogeneration), including GE 7EA combined -cycle (CC) cogeneration, ABB GT11N CC cogeneration, GE LM6000 2x1 CC cogeneration, and one multi-unit GE 7FA peaking unit as part ofa larger portfolio due diligence performed by Black & Veatch. He also evaluated Choctaw's 3x1 combined-cycle plant utilizing GE 7FB turbines on behalfofa potential investor. Brazos Electric; Useful Life Study, Johnson County Plant; Texas, United States; 2007 -2OO7 Senior Consultant - Black & Veatch. Mr. Klausner conducted a remaining useful life study of a 250 MW combined-rycle plant utilizing a SWPC 501FC orbine. ELAC(&VEATCH I APPENOIX A . RTSUMES 22BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Competitive Power Ventures and Credit Suisse, Liberty Electric Power Project Refinancing; Due Diligence; Pennsylvania, United States; 2007-2007 Proiect Manager - Black & veatch. Black & Veatch has served as tle independent engineer for this 2x1 GE 7FA combined-cycle prior to its construction. Black & Veatch currently provides due diligence services to support the refinancing of tle proiect and recently provided due diligence to support an equity sale process. Black & Veatch was responsible for technical, environmental, O&M and contract due diligence, as well as development ofthe financial model and maior maintenance expense forecasts. Confidential Client; Nuclear Technical, Commercial and Economic Evaluation; Michigan, United States; 2OO7 -2007 Principal Consultant - Black & Veatch. Mr. Klausner worked with a team comprised of Black & Veatch consultants and client staff to provide a detailed technical, commercial and economic evaluation of the four primary nuclear vendors offering Generation III/lll+ nuclear reactor designs. The evaluation included Westinghouse AP1000, AREVA EPR, MHI APWR, GE ESBWR, and GE ABWR reactors. Brazos Electric Cooperative; Power Supply Study; Texas, United States; 2005-2007 Proiect Manager - Black & Veatch. Mr. Klausner was responsible for directing a RFP process for power supply, development ofself'build generating alternatives (GE 7A, 7EA Repowering LMS100, pulverized coal, Iignite CFB and IGCC) cost and performance, evaluation of alternatives and other technical support on behalf of Brazos Electric to complete a power supply study to determine future generating unit additions. Confidential Client; Connecticut and New Hampshire Sale Due Diligence; United States; 2005-2007 Proiect Manager - Black & Veatch. Mr. Klausner provided technical diligence on behalfofa bidder in the sale ofthe Lake Road generating facility, which consisted ofthree 1x1 single-shaft Alstom GT248 combined-cycle units totaling 786 MW. He also provided technical due diligence on behalfofthe same bidder for the Granite Ridge facility, which consists of a 2x1 SWPC 501G combined-rycle unit JEA, FMPA, City of Tallahassee, and Reedy Creek Need Application; Need for Power Application and Expert TestimonY; Florida, United States; 2005-2007 Senior Consultant - Black & Veatch. Mr. Klausner was team leader for a JEA system need for power application for an 800 MW coal and petroleum coke fired supercritical coal fired power plant located in Florida. He also provided expert testimony regarding the capital cost and performance for numerous generating alternatives. E|ACK & VEATCH I APPENDIX A - RTSUMES 238V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Krystal R. Richart, P.E., MBA Krystal Richart is currently a proiect manager in Black & Veatch's management consulting business. She holds a Bachelor oIScience in lndustrial and Management Systems Engineering from the University of Nebraska and a Master ofBusiness Administration with a concentration in Finance from the University ofKansas. She is also a licensed Professional Engineer of Industrial Engineering. Ms. Richart has nine years of experience in prorect controls, estimatin& and various management consulting prolects at Black & Veatch. Her past experience includes extensive planning and scheduling experience including expertise in both Microsoft Project and Primavera products, costs control as well as experience in the preparation of opinions of probable construction cost. Ms. Richart's experience in Black & Veatch's management consulting business includes independent engineering technical due diligence for conventional enerry, renewable enerry, transmission lines, wind, and desalination plants. PROJECT EXPER]ENCE Confidential Clients; Conventional-Fired Plants/Portfolios lndependent Engineering; United States; 2Of4-2077 Manager - Black & veatch. Ms. Richart has provided independent engineering services in support ofvarious potential acquisitions/sales/refinancing of portfolios of power Seneration assets or plants in the United States. Ms. Richart's responsibilities have included due diligence ofasset characteristics, condition assessment, performance review, operations and maintenance review, review of major agreements and analysis of financial proiections, with responsibilities varying by proiecu Ms. Richart has managed or participated in conducting independent engineering services on over 47 GW of conventional assets. Confidential client; Wind Portfolio lndependent Engineering; United States; 2OL6-20L6 Consultant - Black & Veatch. Ms. Richart has provided independent engineering services in support ofthe potential sale ofa ponfolio of wind assets in the United States. Ms. Richart's responsibilities included performance review, review of maior agreements, and analysis of operating cost proiections. PROJECT MANAGER Expertise: Cost Controls; Data Analysis and Presentation; Planning and SchedulinB; Project Management; Technical Due Diligence Education Mastc6, Busin.ss Administrdtbn, Finance, UnivrGity ol (anet 2011, Unit d StaEs Eacficlor of S.icic!, lndustrial Entinccrin& Univcr.sity oI t{ebrasta - Lincoln, 2006, Unhed Statcs Professional Registration crrtification, xryit l R. Ridrarl lndustrial, E-14519, Nebraika, Unitcd Stat6, 2012 Total Years of Experience 9 Black & Veatch Years of Experience 9 8I.ACX & VEATCH I APPENDIX A' RESUMES 24BV COM CITY OF VERNON I AsSET ACQUISITION AOVISORY SERVICE Confidential ClienU Charrua-Ancoa Transmission Proiect; Chile; 2015-201s Consultant - Black & veatch. Analyzed the proiect schedule and the terms ofthe engineerin& procurement and construction [EPC) contract for reasonableness, use ofindustry best practices, and consistency to identify potential areas and magnitudes ofschedule delay risk for an approximately 200 km 500 kV transmission line. Confidential Client; Wisconsin Utility Plant lndependent Engineer; Madison, Wisconsin, United States; 2014-2015 Consultant - Black & Veatch. Senior analyst for independent engineering services in support ofa potential sale ofassets in Wisconsin. Collected and analyzed historical operating data, assisted in development ofoperating proiections, and participated in site visits. Confidential ClienU lnterchile Transmission Project; Chile; 2014- 2015 Consultant - Black & Veatch. Analfzed the project schedule and the terms ofthe engineering, procurement and construction contracts for reasonableness, use of industry best practices, and consistency to identify potential areas and magnitudes ofschedule delay risk for an approximately 1,000 kilometer (km) 500/220 kV transmission line. Sewerage and Water Board of New Orleans; Annual Report on Operations; New Orleans, Louisiana, United States; 2015-2015 Consultant - Black & Veatch. Consultant assisting in the preparation ofthe 2014 annual report on operations for water, wastewater and storm drainage utilities, including evaluation of management operations, financing and compliance with bond covenants. Washington Suburban Sanitation Commission; FY2017 Executive Asset Management Plan Alternatives Evaluation; Laurel, Maryland, United States; 2015-2015 Senior Analyst - Black & veatch. senior analyst for alternatives evaluation to support WSSC in the development of their 2017 Enterprise Asset Management Plan Business Case. Effort included developing forecasted 30 year capital plans optimizing on level of service, risk, and cost. ELACK & VEATCH I APPENDIX A. RESUMES 25 CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE BHP Eilliton; Escondida Water Supply; Antofagasta, Chile; 2011- 20L4 Lead Planner - Black & Veatch, Lead Planner, assisted in preparation of a study level resource-loaded, quantityJoaded engineerin& procurement and construction (EPC) schedule for the purpose ofvalidating the proposed project timeline and assisting the client in obtaining project funding. Assisted in preparation ofthe baseline engineering and procurement portions of the EPC schedule and identification of contractual key performance indicators (KPIs). Led schedule and cost control functions on an EPC project with over a $100 million total professional services fee, ensuring that the engineering documents and procurement services were delivered to support construction and planned KPI metrics were achieved. Developed, prepared and presented schedule and cost reports to clients, management, and team members, idenUrying trends and variances. Analyzed schedule and cost deviations from plan to determine and forecast proiect variations and developed recovery plans, when necessary. Analyzed the EPC schedule to determine contractual milestones for suppliers. Evaluated supplier bids for conformance to required schedule and identified risks within the proposal schedule. Evaluated suppliers' baseline and monthly schedule updates for conformance to schedule requirements and contractual milestones. Johnson County Wastewater; Mill Creek Regional Effluent Tunnel; Johnson County, Kansas, United States; 2OfO-2014 Proiect Controls - Black & Veatch. Helped to create a cost-loaded, logic driven schedule ofdesign activities. Performed cost control functions and earned value analysis. Performed reviews of the contractor's P6 schedule to evaluate progress and performance, to assist in evaluation ofpay applications, and to provide the client an estimate oIthe contractor's cash flows. lrvine Ranch Water District; Biosolids & Energy Recovery Facilities Proiect; lrvine, California, United States; 2010-2013 Proiect Controls - Black & Veatch. Created a logic-driven schedule of design activities which progressed on a monthly basis. Performed cost control functions including production ofcost reports, earned value analysis, production ofcost forecasts, and trend managemenL Various Clients; Cost Estimating Experience; United States;2008- 2013 Estimator - Black & Veatch. Ms. Richart's cost estimating experience includes assistance in creating engineering opinion ofprobable construction costs, including the following responsibilities: o Performed takeoffs from drawings and specifications to develop quantities to use in the opinion ofprobable construction cost. 8I.ACK & VEATCH I APPENOIX A . RESUMES 26 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE o Assisted in the development ofthe estimate's work breakdown strl.lcture and reporting formaL o Used the Timberline estimating tool to apply location-appropriate productiuity rates and material costs to quantities in order to develop direct costs. o Assisted in identification and proper application ofmarkups to achieve appropriate indirect costs. These responsibilities were performed on a number proiects. Below is a representative list ofthe types ofproiecLs estimated: o San Diego County Water Authority I San Vicente Dam Raise, Lakeside, California | 2009 - 2010 o lrvine Ranch Water District I Biosolids & Enerry Recovery Faciliries Proiect; lrvine, California 12010-2013 o Reading, PA I Reading Wastewater Treatment Plant, Readin& Pennsylvania | 2008-2009 o Orange County Water District I lnitial Expansion of the Groundwater Replenishment System; Orange County, California 12009 - 2070 Orange County Water District; lnitial Expansion of the Groundwater Replenishment System; OranBe County, california, United States; 2009-2010 Proiect Controls - Black & Veatch, Helped to create a logic-driven schedule ofdesign activities that were progressed on a monthly basis. Analyzed the schedule to identify areas ofpotential impact and modified the schedule when scope changes affected the baseline schedule. Developed a deliverables-based, earned value management system used to report progress internally and to create monthly progress reports to the client. American StructurepoinU East ChicaSo Water Treatment Plant; lndiana, United States; 2009-2010 Proiect Controls - Black & Veatch. Created a cost loaded, logic' driven schedule ofdetailed design activities including subcontract responsibilities and vendor deliverables. Modesto lrrigation District; Domestic Water Project - Phase 2, Plant Expansion CM Services; Modesto, California, United States; 2009-2009 Proiect Controls - Black & Veatch. Performed schedule reviews of contractor's Primavera schedule to ensure the contractor properly maintained the schedule and to identiry areas of concern. Evaluated the impacts on the schedule's critical path and checked for conformance to the contract schedule specifications. BLACK&VEATCH I APPENDIXA-RESUMES 278V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE City of Reading; Reading Wastewater Treatment Plant; Pennsylva nia, United States; 2008-2009 Proiect Controls - Black & Veatch. Created a detailed logic-driven Primavera schedule of design activities to be performed in multiple offices around the world. Created a work breakdown structure used to create various reports for submittal to client staff. BTACK & VEATCH I APPENDTX A - RTSUMES 28BV,COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE GaryJ. Wilmes Mr. Wilmes is a registered Professional Engineer with diverse experience in many aspects of the electric power industry, including system plannin& production cost modeling, economic analysis, electricity market assessments, and concepEual design. He has conducted several system planning and feasibility studies for domestic and international clients. His activities have included technolory screening and selection studies, development of utility generation expansion plans, generating system production cost simulation and analysis and reliabitity/availability assessments to predict plant availability and improvements attributable to proposed plant design changes. He has been involved in power plant site selection studies where he used geographical information system [GlS) mapping tools and spatial databases to identiry preferred sites for new power plants. Mr. Wilmes has evaluated the economics ofproposed Demand-Side Management (DSM) and Enerry Efficiency programs using the DSMore (Demand-Side Management Option Risk Evaluator) simulator as well as detailed hourly chronological production cost models such as ProSym and ProMod to evaluate the economics ofpeak reductions and enerry cost savings attributable to DSM and Enerry Efficiency programs. He has extensive experience in the use of full suite of PowerBase and EnerPrise products. He is experienced in managing data gathering to develop customized databases for input to these models. Mr. Wilmes possesses strong financial analysis skills, supported by thorough knowledge of financial, economic and accounting principles. He has a strong technical understanding ofthe electric utility industry and excellent analytical problem-solving skills, including quantitative analysis and computer modeling techniques. Mr. Wilmes has used his expertise in the areas of linear, mixed-integer, dynamic, and non-linear programming on several projects. Mr. Wilmes co-developed Black & Veatch's PowrPro chronological production costing program. PowrPro contains numerous features to realistically model actual unit commitment and dispatch. Mr. Wilmes authored Black & Veatch's Powropt, an optimal generation expansion program. Powropt uses a dynamic program in coniunction with the commitment and dispatch algorithms of PowrPro to determine the least-cost expansion plans meeting reliability criteria determined by reserve margin or loss-of-load probability ILOLP). Mr. Wilmes developed a fuel purchase optimization system in suPport ofa Total Fuel Management system software development proiecL The optimizer provides the capability to evaluate a large number of fuel purchase options while simultaneously accounting for system-wide and unit-specific constraints, coal delivery options, governmental regulations and inventory levels, as well as fuel purchase cosL On another proiect, Mr. Wilmes developed an optimizer for use in an inteBrated fuel stratery study that determined the set of development options that consist of fuel, transportation and capital improvement BV COM MARKET MODELING Expertise: Asset Valuation; Electric Price Forecastin$ LMP Analysis ; Power Generation System Planning Education M.ster of Science, Manufaqtu.ing Systems Emineerin& Univcrsity of NcbrasL, Lincoln, 19112, Unitrd States Badrelor ol Scilnce, At.kuhur.l EEineerin& University ot [€brasla, Lincoln, 1987, Unit€d Statcs Professional Registration Ucense, Profe6sional Engine., Medranical, 142olr, Kansat, Unitcd States, 1995 Total Years of Experience 25 Slack & Veatch Years of Experience 25 SLACK & VEATCH I APPENDIX A. R€SUMES 29 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE strategies that optimizes system profitability. Prior to ioining Black & Veatch, Mr. Wilmes was a research engineer at the University of Nebraska at Lincoln. At the university, he performed research to measure crop yield response to timings and quantities of fertilizer and water applications. These experimental results were used to build crop simulation models that were used to develop decision support systems to advise producers on the timing and quantities of water and fertilizer applications to maximize profit under limited water constraints. These models were also used to advise polirymakers on the economic impacts of limiting aquifer withdrawals to maintain a sustainable water supply and for limiting fertilizer and chemical applications to maintain water qualify. PROJECT EXPERIENCE Confidential Midwest Utility; United States; 2013-ln-Progress Consultant - Black & Veatch. Mr. Wilmes is providing ongoing support in detailed financial and production cost analysis ofresource replacement and emission retrofit options for coal units owned by a Midwest utility. Resource replacement options include retrofitting air pollution control systems, conversion to naturalgas, conversion to combined-rycle facility, and retirement. Various Clients; lndependent Engineer; United States; 2011-ln- Progress Proiect Manager - Black & Veatch, Mr. Wilmes has been proiect manager on, or otherwise supported, numerous independent engineering/due diligence engagements for various clients considering either purchasing or selling individual assets or portfolios of assets. Activities included coordinating the activities ofspecialists involved in the engagements, communication with clients, developments of reports, and site visits. Black & Veatch; Energy Market Perspective; Global;2008-ln- Progress Region Expert - Black & Veatch. SPP region expert for the Black & Veatch Midwest Enerry Market Perspective and is responsible for developing the Black & Veatch outlook ofSPP power markets that is updated every six months. The Energy Market PersPective (EMP) is a 25-year fundamental baseline view of electric, gas, oil and capacity prices across major pricing points across the U.S. power markes. The EMP leverages the ProMod production cost model to forecast hourly electricity prices over a long-term horizon. Prior to his focus on the SPP region, Mr. Wilmes was also the region expert for PfM. BLAC( & VEATCH I APPENDIXA- RESUMES 30 CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE Various Portfolios; Global; 2007-ln-Progress Consultant - Black & Veatch. Mr. Wilmes has provided technical due diligence and strategic advisory services to domestic and international clients who are involved in various electric facility transactions, refi nancing and development activities of assets located around the world. Florida Municipal Power Association (FMPA); Resource Planning Su pport; Florida, United States; 2014-2014 Consultant - Black & veatch, Mr. Wilmes worked with FMPA to provide resource planning support activities for their integrated resource plan 0RP) etroru. Mr. Wilmes used the Ventyx Strategist model to produce optimal capacity expansion plans to meet FMPA's capacity needs going forward. West Texas Municipal Power Agency; lntegrated Resource Plan; Lubbock, Texas, United States; 2013-2013 Consultant - Black & Veatch. In preparing an IRP for the West Texas Municipal Power Agency IWTMPA), Mr. Wilmes analyzed power supply alternatives beginning upon expiration of WTMPA's existing full requirements power purchase from Southwestern Public Service Co. (, a wholly-owned subsidiary of Xcel Enerry, Inc.. WTMPA is a joint power agenry and municipal corporation comprised of four cities in Texas; Lubbock being the largest member. The WTMPA IRP considered various solutions to meeting the power requirements of WTMPA upon expiration of its existing fuel requirements power purchase. The IRP considered self-owned generation in combination with participation in the Southwest Power Pool (SPPJ Integrated Marketplace. Mr. Wilmes performed the Strategist capacity expansion optimization modeling the ProMod production cost modeling for the study. As part ofthe IRP process, Mr. Wilmes help prepare a presentation ofthe results of the IRP for presentation to both the WTMPA and city of Lubbock Board of Directors. Confidential Nuclear Restart Analysis; United States; 2013-2013 Consultant - Black & Veatch. Mr. Wilmes provided nodal price analysis in support of restart analysis of an existing nuclear power planu The nuclear power plant was shut down and required major capital and fixed operations and maintenance (O&M) expense before the unit was allowed back online. The analysis included an economic evaluation of restarting the plant compared to alternative resource options. Grand Prairie 400 Megawatt (MW) Wind Economic Analysis; Nebraska, United states; 2013-2013 Consultant - Black & Veatch. Black & Veatch performed an economic analysis ofthe 400 MW Grand Prairie wind farm located in western Nebraska. A utility was offered an unsolicited power purchase a$eement (PPA) for output from the Grand Prairie Wind farm. Black & Veatch provided a recommendation on execution ofthe PPA to BV.COM BLACX & VIATCH I APPENOIX A. RESUMES 31 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE senior management and the utiliys Board of Directors. Mr. Wilmes performed short-term security constrained economic dispatch (SCED) analysis for the potential purchase. The SCED analysis examined the future market smrdure and market demand, and included maior backbone transmission additions that could affect the operation ofthe asset. Proiections ofmarket enerry prices, unit production, curtailment, and key congestion facilities for the proiect node were provided, as well as performance proiections, cost projections and revenue proiections. Tyr Energy; Portfolio of Four Gas Units; United States; 2012-2013 Proiect Manager - Black & Veatch. Proiect Manager who performed site visits for two assets for the independent engineering assessment ofa four unit, gas fired portfolio including 501FC, 7FA, and Warsila technologies. Village of Rockville Centre (RVC); lntegrated Resource Plan; New York, United States; 2012-2012 Consultant - Black & Veatch. Developed electric load forecast for an IRP study for the Village of Rockville Centre. The IRP included consideration of RVC's existing generating system and strategic planning to satisfy forecasted system requirements. The strategic planning process included consideration of conventional supply-side options, interaction with the purchase power markeg demand-side management measures, and possible future environmental impacts. Confidential Client; Granite RidBe; United States; 2012-2012 Consultant - Black & Veatch. Mr. Wilmes was responsible for coordinating the report detailing the independent engineering assessment on behalfofa potential buyer ofa 2x1 SW 501G combined cycle proiect State Grid lnternational oevelopment; US Wind Portfolio Valuation; Global; 2011-2012 Consultant - Black & Veatch. Mr. Wilmes was part of a large team tasked to work with State Grid International Development located in China and the investment bank of Morgan Stanley evaluating the potential acquisition ofa portfolio of wind plants located across the U.S. Black & Veatch provided Morgan Stanley a long-term forecast of enerry, capacity, and renewable enerry credit (REC) prices that the wind portfolio could earn in each ofthe U.S. power markets. Massachusetts Electric Company (MECO); Feasibility Analysis for Pumped Stora8e Hydroelectric Proiect; Massachusetts, United States; 2011-2011 Consultant - Black & Veatch. Performed preliminary economic feasibility ofusing variable speed pumped storage hydroelectric (PSH) generation to provide storage of intermittent renewable generation during lower electric demand hours for use during higher demand hours, storage ofgeneration from lower cost thermal BV_COM BI.ACK & VEATCH I APP€NDIXA' RESUMES 32 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE generators available when system electric loads are low for use in lieu of more expensive thermal generators when system electric loads are higher, and delay in the need to add new Benerating capacity to maintain required capacity reserves. The electric system planning models Strategist and PROMOD were used to model the expansion and operation ofthe MECO system under four separate plans with and without the PSH plant, with a smaller version ofthe PSH plant, and with the PSH plant but without the 25 MW purchase of power from a new dedicated biomass plant. Delek lnfrastructure ltd.; Next Era Portfolio Valuation; lsrael; 2011-2011 Consultant - Black & Veatch, Black & Veatch was retained by an lsraeli-based private equity firm looking for buy-side transaction support of the NextEra power plant portfolio up for sale. Mr. Wilmes provided a market-based valuation of combined-cycle assets located in the Midwest Region. ISEPA; Compressed Air Energy Storage Study; United States; 2010- 2010 Consultant - Black & Veatch. Performed an analysis ofthe net systems benefits ofadding a Compressed Air Enerry Storage (CAES) unit to a Midwest utiliys existing generation portfolio. The operation of the CAES unit was modeled using the ProMod production cost modeling software. The total system production cost with and without the CAES unit were compared to determine the net benefit ofthe CAES unit to the utility. Board of Public Utilities; DSM Planning; Kansas City, Kansas, United States; 2010-2010 Consultant - Black & Veatch, Evaluated the economics of proposed DSM programs using the DSMore (Demand-Side Management Option Risk Evaluator) simulator. Assembled the data needed to develop customized price and load profiles for the DSMore program. Also used the ProSym based Planning and Risk software to evaluate economics ofpeak reductions attributable to DSM programs. 5PP; Southwest Power Pool lntegrated Transmission Plan (lTP) Year 20 Assessmenu Little Rock, Arkansas, United States; 2010- 2010 Consultant - Black & veatch. SPP retained Black & Veatch to provide assistance in developing 20-year forecasts ofresource additions to maintain loads and resources balances throughout SPP. The forecasts ofresource additions were used by SPP in performing the ITP Year 20 Assessmenu The ITP process is designed to provide guidance on SPP's near- and long- term transmission infrastructure needs. Black & Veatch developed four, 20-year forecasts ofload and resource balances throughout SPP based on four future scenarios. The proiect included the development ofa resource plan, GIS location of resources within SPP, and integration of resources into SPP transmission BV.COM ELACX & VEATCH I APPENDIX A - REsUMES 33 CIW OF VERNON I ASSET ACQUISITION AOVISORY SERVICE models. Board of Public Utilities (BPU); Power Supply Planning Study; Kansas City, Kansas, United States; 2008-2008 Consultant - Black & Veatch. Performed the system modeling simulations associated with a power supply planning study used to develop a generation expansion plan for the BPU considering future anticipated environmental regulations. Western Farmers Electric Cooperative; Electric Market Price Forecast Study; Oklahoma, United States; 2OO7-2007 Consultant - Black & Veatch. Developed electric market price forecast for the SPP region by modeling SPP, Midwest Reliability Organization and the Associated Electric Cooperative lnc. and Enterry sub-regions of SERC and relevant connected areas in support of integrated resource planning study. Confidential Client; Electric waste coal and Gas Turbine Plants Valuation; United States; 2OO7 -2007 Consultant - Black & Veatch. Developed the electric market price forecast for the West PIM region and the Florida Reliability Coordinating Council IFRCC) and Southeastern Electric Reliability Council (SERC) regions ofthe southeastern United States by creating and using electric market models of the areas to estimate the value of the plants offered for sale to a group of investors. Confidential Client; Study of Transmission Expansion Alternatives; U nited States; 2Oo7 -2007 Consultant - Black & Veatch. Performed an analysis ofthree transmission expansion alternatives by developing a detailed nodal transmission ProMod model of the Eastern InterconnecL The benefit to total production cost, locational marginal prices, and net cost to serve load was compared for the three alternatives. Confidential ClienU Asset Valuation of Portfolio of Generation Facilities; United States; 2OO7 -2007 Consultant - Black & Veatch. Developed electric models ofthe Western Electricity Coordinating Council system to forecast market revenue streams ofa portfolio ofgeneration assets to evaluate tIe value ofthe assets offered for sale. The analysis was used to support the development ofa bid for the purchase ofthe assets. ELACX & VTATCH I APPENDIX A. RESUMES 34BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE MichaelVaughan Michael Vaughan is a Manager with over 14 years of experience specializing in technical due diligence in Black & Veatch's management consulting business. Mr. Vaughan's background is in conventional electricity generation, enerry contract negotiation, electricity purchasing srrategies fboth regulated and competitive), power plant cost modeling industrial enerry efficienry and mechanical engineering. Since ioining Black & Veatch Mr. Vaughan has focused on management of independent engineering due diligence, with focus on conventional power plants and renewable enerry projects. During this period he has managed the due diligence for over 14 GW ofgeneration capacity. Mr. Vaughan has managed electricity supply for a large mining organization with over 200 MW ofdemand and generation. This included requests for proposals to suppliers (both competitive and regulated), negotiation & implementation of electricity supply contracts, optimization ofover 200 MW of onsite generation, management ofelectrical system regulatory compliance and study of alternative onsite generation options (including financing options). Mr. Vaughan also managed enerry conservation and efticiency for a large mining organization including identification of opportunities and working with senior management to secure support and implement improvements. PROJECT EXPERIEiICE Confidential ClienU Electricity Purchase Support for Large Mining Customer; United States; 2016-ln-Progress Proiect Manager - Black & Veatch. Responsible for proiect management to support a large mining customer to implement new electricity supply agreement. Included analysis of agreement structure, identification of data to validate invoicing and analysis of electricity procurement options available under the agreemenL This included analysis ofmarket pricing aspects ofthe agreemenl Confidential Client; Technical Due Diligence of an 8.5Gw Portfolio; United States; 2015-ln-Progress Proiect Manager - Black & Veatch. Responsible for proposal development, team leadership and project management for the technical due diligence ofan 8.6GW portfolio of solar and wind proiects. The portfolio included both operating and development proiects, with the due diligence covering all aspects of technical due diligence including portfolio enerS/ production, engineering design, commercial agreements (including Engineerin& Procurement & Construction, Operating & Maintenance, Interconnection and Power Purchase Agreements), Environmental Permitting and Financial Modelling. BV,COM INDEPENDENT ENGINEER; TECHNICAT LEAD Expertise: Coal; Conventional Electricity Generation; Energy Contract Negotiation (Regulated and Competitive); Mechanical Engineering; Natural Gas; Power Plant Production Cost Modelling; Renewable Energy; Solar PV; wind Education Eachrlo6, CommerEe, Monash Univ€rslty, 2m3, Aunrali. Bad€lor of Eqinccrin& Mcdrrnical Enginccrin& Monash Univrr'5ity, 2fl ,3, Australia Total Years of Experience 74 Black & Veatch Years of Experience 1 BLACK & VEATCH I APPENDIX A RESUMES 35 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Confidential Client; Buy-side Technical Due Diligence of a 2.3GW Portfolio of Renewable Projects; United States; 2015-2015 Proiect Manager - Black & Veatch. Responsible for proposal developmeng team leadership and proiect management for the technical due diligence ofa 2.3GW portfolio ofsolar PV and wind proiects. The portfolio included The due diligence covered all aspecs of technical due diligence including portfolio enerry production, engineering design, commercial agreements (including Engineerin& Procurement & Construction, Operating & Maintenance, Interconnection and Power Purchase Agreements) and Financial Modelling. Confidential Client; Buy-side Technical Due Diligence of a 2.0GW Portfolio of Commercial and lndustrial Solar PV Projects; United States; 2015-2015 Proiect Manager - Black & veatch. Responsible for proposal development, team leadership and proiect management for the technical due diligence ofa 2.0GW portfolio of commercial and industrial solar PV proiects. The due diligence covered all aspects of technical due diligence including portfolio enerry production, engineering design, commercial agreements (including Engineering Procurement & Construction, Operating & Maintenance, lnterconnection and Power Purchase Agreements) and Financial Modelling. Confidential client; Buy-side Technical Due DiliSence of a 250MW Portfolio of Operating Residential Rooftop Solar Pv Projects; United States; 2015-2015 Proiect Manager - Black & veatch, Responsible for proposal development, team leadership and project management for the technical due diligence ofa 250MW portfolio ofresidential rooftop solar PV projects. The due diligence covered all aspects of technical due diligence including portfolio enerry production, engineering design, commercial agreements (including Engineerin& Procurement & Construction, Operating & Maintenance, lnterconnection and Power Purchase Agreements) and Financial Modelling. Confidential Client; Commercial Review for a 300MW Open Cycle Natural Gas Proiect; California, United States; 2015-2015 Commercial Subiect Matter Expert - Black & veatch, Responsible for the review of commercial documentation for an independent engineering review ofa 300MW open cycle natural gas project. Commercial support included review of interconnection agreements, natural gas supply agreement, operating & maintenance agreements, asset management agreements, enerry management agreements and power purchase agreements. Project included provision ofan independent engineering report to the client. BLACK & VEATCH I APPENOIXA. RESUMES 35BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Confidential Client; Technical Due DiliBen€e of a 40MW Portfolio of Battery EnerBy Storage Projects; United States; 2OL6-20L6 Proiect Manager - Black & Veatch. Responsible for proposal development, team leadership and project management for the technical due diligence ofa 40MW portfolio of banery energy storage projects. The due diligence covering all aspecs oftechnical due diligence including engineering design, commercial agreements (including Engineering Procurement & Construction, Operating & Maintenance, Interconnection and Power Purchase Agreements), Environmental PermiBing and Financial Modelling. Confidential Client; Financial Close Support for a 230Mw wind Project; Texas, United States; 2015-2015 Commercial Subiect Matter Expert - Black & Veatch. Responsible for the review ofproject engineering and commercial documentation to support financial close of the project lncluded review of engineering documentation, interconnection agreements, operating & maintenance agreements, asset management agreements and power purchase agreements. Project included provision ofa supplemental independent engineering report to financing parties. Confidential Clienu EnerBy Production and Operating & Maintenance Cost review of an 1.0GW Portfolio of Renewable Pro,ects; Global; 2015-2016 Proiect Manager - Black & veatch, Responsible for proposal development, team leadership and proiect management for the review ofenerry production and Operating & Maintenance for a 1.0GW portfolio of solar and wind projects. Multiple Responsibilities; Salt Lake City, Utah, United States; 20tt-20L6 Manager - Rio Tinto Kennecott Utah Copper. Responsible for the development ofa comprehensive ener85/ stratery for mining and processing operations and implementation ofthis stratery Included leadership of a cross-functional team including representatives from commercial, legal, government affairs, engineering, operations, environment, finance and external consultants to implement a Utah legislative change which allowed purchase ofelectricity from suppliers other than the local regulated utility. Conducted negotiations with electricity suppliers [both regulated and competitive) on behalf of mine leadership including identification of suppliers, RFP management, analysis ofdifferent supply options and selection ofa final preferred option. This also included management of the approval of the preferred electricity supply option with the organizations London based investment committee. Management of regulatory compliance for interconnected electricity system including over 100 miles of high voltage distribution and over 200MW of conventional generation and cogeneration. BV.COM ELAC( & VEATCH I APPTNDIXA. RESUMIS 37 CIIY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Responsible for implementing enerry consumption and spend reporting systems to improve enerry performance accountability at mining and processing operations. Managed development and implementation mining and processing enerry efficiency improvements. This included identification of opportunities and working with senior management to secure support and implement improvements. Managed energy and GHG data collection for mining and processing operations and reportinB of data collected to mine investors and regulators. Multiple Responsibilities; Brisbane, Queensland, Australia; 2007- 20LL Manager - Rio Tinto Enerry and Climate StrateB/. Development of a detailed financial model for power generation projects to analfze current and future power generation costs for senior management and mining operations. Led implementation of enerry data collection and reporting for operations spanning six continents. This included development of systems to enable sustainable annual collection of this data. Project management of energy technolory option studies for mining business units, including studies for solar, wind and other thermal energy oPtions. Multiple Responsibilities; George Town, Queensland, Australia; 2005-2007 Mechanical Engineer - Rio Tinto AIcan Bell Bay. Provided mechanical engineering expertise to site maintenance teams. lncluded: o Facilitating root cause analysis and reliability centered maintenance workshops for site critical equipment. o Management of Six Sigma business improvement proiects. o Design and implementation of capital improvement proiects. o Development oftechnical specifications for procurement of equipment and contracting services. o Management of external contractors, consultants and specialists. o Assisted in capital and operational budget planning for the Engineering Services department. BTACX & VEATCH I APPENDIX A. RESUMTS 38BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Judith L Carnali ludith Carnali is a consultant in Black & Veatch's management consulting business. Ms. Carnali holds a Bachelor ofScience and Engineering in Chemical and Biological Engineering from Princeton University with a concentration in Enerry and Environmental Technolory and a minor in Sustainable Energy. Ms. Carnali ioined Black & Veatch upon graduation and focuses on due diligence reviews, including engineering feasibility and independent technical assessments of novel technologies. Ms. Carnali has worked on a wide variety of prolects including midstream and distribution oil and natural gas assets, renewable energy porHolios and combine rycle plants. Ms. Carnali's skill set includes technical due diligence, operational assessment, financial modeling and analysis, and proiect manaBemenL Ms. Carnali has coding experience in fava and analytics experience in SQL and R and a passion for data analysis. PROJECT EXPERIENCE Confidential Developers; Technical Due Diligence & Solar PV Portfolios; United States; 2014-ln-Progress Assistant Proiect Manager - Black & Veatch. Ms. Carnali has coordinated and performed due diligence on solar photovoltaic (Py) projects in Arizona, California, MassachusetB, New York and North Carolina that range from utility scale to carport installations, as requested by the Iender. She is currently coordinating all phases of these portfolio projects to support financial close through to substantial completion. Experience includes operations and maintenance scope review, financial model review, and inverter reserve modeling. Confidential client; lntercen Portfolio Due Diligence; Global; 2015-20L6 Consultant - Black & Veatch. Ms. Carnali performed historical performance benchmarking, outage and major maintenance review, and budgeting suggestions for wind, coal and natural gas assets OCI Solar Power - Mission Solar Energy; Solar PV Module Manufacturing Bankability; Texas, United States; 2014-2015 Analyst - Black & Veatch. Black & Veatch performed a manufacturing quality, reliability, and durability review of Mission Solar Energ/s solar cell and PV manufacturing facility. Confidential Client; 20 MW Solar PV Project Re-financing; Ontario, Canada; 2014-2014 Analyst - Black & Veatch. Black & Veatch performed due diligence to support a refinancing ofa term loan for an operating 20 megawatt BV.COM EIACX & VEATCH IAPPENOTXA- RESUMES 39 INDEPENDENT ENGINEER; FINANCIAL MODETING SUPPORT Expertise: Bankability; Oata Analysis; Due Diligence; Financial Modeling; Oil & Natural Gas; oPEx/CAPEx Review; Renewable Energy; Solar Development; Solar Operations and Maintenance Budgeting Education Bachrlo, of Scicnce, Ollmical and Siologlcal Entinlc.in& Ene,Ey and Envlronmcntal Tcchnoloty, Princlton Univc.sity, 2013, Unit.d St tes Total Years of Experience 6 Black & veatch Years of Experience 5 Professional Associations Soci€ty ol Womcn Entincc6 - Msnbrr CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE (MW) solar facility in Ontario, Canada. The due diligence scope included reviewing the operating history to prepare an enerry forecast, review of commercial agreements, conducted site visit, reviewed technical design review, environmental and permitting review, and financial model review. The multi-disciplined team included solar specialists, environmental specialists and financial analysts. Confidential Client; Chilean Natural Gas and LPG Asset - Technical and Operational Due Diligence; Chile; 2014-2014 Analyst - Black & veatch. Black & veatch conducted a buy-side due diligence ofenerry assets including electric transmission and distribution; liquefied petroleum gas terminals, storage and distribution; and natural gas terminals, transmission and distribution assets. Black & Veatch provided mostly deskop reviews ofassets as well as limited site visits. Physical status ofassets and operational practices were compared to industry standards and country regulations. Black & Veatch utilized its knowledge ofgas operations and requirements to advise and provide guidance on financial model inputs and review ofhistorical and projected financial metrics for operating expenses and capital expenditures. Peregrine Midstream/EQT Partners; Ryckman Creek Gas Storage - Drilling/Reservoir/Facilities; Wyoming, United States; 2OL3-20L4 Analyst - Black & Veatch. The Black & Veatch team performed an in- depth review and analysis of the nitrogen reiection unit (NRU) currently located in Madisonville, Texas. The review included not only an assessment of the NRU process, but also an analysis of demolition ofthe unit at its current location, the changes in and refurbishment of various unit components, and an analysis ofthe reconstruction ofthe unit in Wyoming. Ms. Carnali performed an ASPEN HYSYS modeling analysis ofthe NRU uniL Northland Power;Solar PV Plant Portfolio; Ontario, Canada; 2013- 2013 Analyst - Black & Veatch. Black & Veatch performed independent engineering due diligence, including production estimate, construction contract review, design review, operating plan review, environmental permitting review and financial model review. Plainfield Renewable Energy;37.5 MW Biomass Plant; Con necticut, United States; 2013-2013 Analyst - Black & Veatch. Ms. Carnali provided ongoing construction monitoring due diligence services as lender's engineer as well as preparation ofmonthly progress reports and periodic site visits. 8I,ACX & VEATCH I APPENDIX A- RESUMIS 408V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Confidential Client; Project Magpie Natural Gas Utilities; China; 2013-2013 Analyst - Black & Veatch. On behalf of a potential investor, Black & Veatch conducted an engineering and operations due diligence review ofthe construction and operation of natural gas distribution and transmission asset5 in China. Some assets were under construction while others were already operational. Black & Veatch evaluated forecasted operational and capital expenditures (OPEX/CAPEXJ for reasonableness. Black & Veatch also reviewed proiect schedules, quality ofconstruction, operations, ability to serve current loads and the opportunity and impact of future expansions. Sacramento Municipal Utility District; Market Research; Sacramento, Ca lifornia, United States; 2OL2-2012 Team Member - Black & Veatch. Black & Veatch performed market research aimed at increasing employee involvement and interaction within the internal operation of the company through new initiatives and policies. Confidential client; South Texas Salt Dome storage Feasibility Study; Texas, United States; 2OLZ-2012 Analyst - Black & Veatch. Black & Veatch provided an engineering feasibility study for storage utilization ofa salt dome formation located in southern Texas. Black & Veatch evaluated the suitability and the application ofthe salt dome for the purpose ofnatural gas and natural gas liquids storage, anticipating the need for alternative sizing and location of infrastructure elements based on evolving proiect drivers. ELACK & VEATCH I APPENDTXA - RESUMES 418V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Bruce A. Boomer, P.E. Bruce A. Boomer is an Environmental Engineer within Black & Veatch's global enerry business. His technical competencies include environmental issues associated with site development, industrial water pollution control, water resources, chemical management, combustion residues, air pollution compliance, and waste managemenL For industrial organizations, he has planned critical environmental permitting and compliance needs for proposed and modified facilities and managed continuing compliance with water, air, and waste requirements. For third-party organizations, he has reviewed the adequary of permits and plans in place at facilities under development and at active facilities and has evaluated the needs for maintaining compliance with current, pendin& and anticipated regulatory programs. The following list ofexperience showcases his knowledge in these technical areas. PROJECT EXPERIE'{CE Multiple Confidential Clients; Solar Environmental Due Diligence; U n ited States; 2O1O-?O77 Environmental Compliance Engineer - Black & Veatch. Boomer performed due diligence environmental reviews for maior investors evaluating three major solar enerry facilities under development in California. The solar facilities, all larger than 300 MW, had been pursuing major environmental approvals to begin construction. Boomer provided independent review of the environmental aspects of the projects including the status and planning for all necessary federal, state, and local approvals, including environmental approvals under the National Environmental Protection Act (NEPA) and the California Environmental Quality Act (CEQA). He reviewed the feasibility, completeness, and cost impacts of all required / planned environmental actions, including NEPA and CEQA mitigation measures and assisted the client with evaluation of potential timing and cost risks associated with environmental aspects ofthe projects. Multiple confidential Clients; Environmental Due Diligence; Global;2007-2017 Environmental Compliance Engineer - Black & Veatch. Boomer performed due diligence environmental reviews for 200 confidential financial evaluation projects of multiple industrial facilities throughout North America and in Egryt, India, Indonesia, Oman, the Philippines, Saudi Arabia, and the United Kingdom including coal, gas, nuclear, hydro, biomass, geothermal, solar, and wind power facilities; natural gas and electricity transmission systems; water treatment / wastewater treatment facilities; petroleum terminals; and industrial enerry recovery systems. Duties have included reviews of pertinent BV.COM EIACK & VEATCH I APPENoTX A- RESUMES 42 ENVIRONMENTAL ENGINEER Expertise: Environmental Engineering Education Mane6, Enlinccring, Environrnental, Wrst ViBini. Univlrsity, 19m, United States 8adElo6, 8iolo8y, Applied Eblogy, Gcorfia lnnittna oI TedrnobtY, 1975, Unitld States Prof essional ReBistration Licansa, Prof65ional Endn.€r, ErMronmrnt l, 14591r, (ansat Unitcd Stat.t 1997 Total Years of Experience 35.3 Black & Veatch Years of Experience 10.4 LantuaEe Capabilities EnSlidr Frcndr Office Location Orrdrnd Pa*, f€nsas, USA: Unitcd Strtct CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE environmental permits and compliance files / status for water, air, and waste issues; water supply and discharge issues; oil spill prevention / managemenU site ecological issues; environmental iustice and social / cultural impact issues; agency / international organization determinations and standards including Equator Principles and World Bank guidelines; site technical and planning documents; pending regulations; site reconnaissance; and evaluation of environmental management systems. Summary reports were prepared to assist clients in assessing the status ofexisting environmental conditions, compliance with standards, and future cost risks as part ofoverall proiect findings for the financial reviews and decisions. Multiple Clients; Environmental Permitting and Planning Assistance to Power Generation and Power Transmission Projects; United States; 2OO9-20L4 Environmental Compliance Engineer - Black & Veatch. Boomer assisted Black & Veatch teams in conducting permit need assessments and developing planning documents and permit applications for proposed new power generation facilities / new corridor proiects. Boomer collected pertinent proiect information, discussed needs with regulators, assessed construction and operations aspects, developed planning documents, and developed permit applications for clients for such categories as construction storm water, water supply, and wastewater discharge. Multiple Confidential Clients; Power Generation Option Studies; United States; 2009-2013 Environmental Compliance Engineer - Black & Veatch. Boomer assisted Black & Veatch teams in evaluating environmental aspects of utility planning alternatives to maintain or replace power generation capacity. Studies included assessment of facility retirement, "mothball," or compliance / maintenance options; review of environmental aspects of selection of alternative coal sources; review of environmental aspects of renewable portfolio technolory options; and preliminary environmental review oIenerry storage options. Boomer evaluated pertinent site-specific aspects including water, air, waste, and ecological issues and fuel management / combustion residue considerations. Summary findings were prepared and included with the overall planning study reports. Confidential Client; Chemical Management Planning; United States; 2010-2011 Environmental Engineer - Black & Veatch. Boomer helped a utility client improve its company-wide management of chemical safety information. Based upon findings from the gap analysis of requirements, site visits, interviews with additional company representatives, and professional iudgment, Boomer helped develop general recommendations to improve and streamline the existing chemical approvals and material safety data sheet [MSDS) procedures BV.COM ELACK & VEATCH IAPPENDIXA RESUMES 43 CIW OF VERNON I ASSET ACQUISITION ADVISORY SERVICE to meet regulatory, business, and effectiveness goals and incorporate best practices. Boomer worked with the client to modiff or redesign the existing process and develop a change management plan for implementing recommended changes. Findings included business requirements with a focus on finalizing standards, methods, and staffing considerations, and system improvements with a focus on software / records systems. Multiple Confidential Clients; Generation Site and Corridor Selection Studies; United States; 2007-2010 Environmental Engineer - Black & Veatch. Boomer performed site assessments to identiY potential biomass and natural gas electricity generation sites, and evaluate potential or revised corridors for new pipelines and transmission lines. The assessments consisted of preliminary reviews, site reconnaissance, and systematic scoring evaluations of possible sites. The reviews included potential major federal, state, and local regulations regarding water resources, wastewater discharge, air emissions, and waste management; ecological conditions; and existing local land usage conditions, as well as review ofassociated needs for the construction and operation ofa generating facility at the reviewed sites, or for construction and maintenance ofpipelines and transmission lines in the corridors. Bahamas Environment, Science, and Technology Commission; Andros lsland and Bimini Bay Development Environmental Compliance Studies; Bahamas; 2008-2009 Environmental Engineer / Scientist - Black & Veatch. Boomer provided an independent review ofexisting environmental programs and environmental conditions associated with the continuing construction of the Bimini Bay resort development. He evaluated compliance with the requirements ofthe government of the Bahamas; reviewed the historic environmental studies of the proiect and area; evaluated environmental management and water resource aspects of the proiect; and recommended a structure for an Environmental Management Plan for the facility and development proiect. For the Andros Island development project, he evaluated infrastructure and sensitive land use environmental issues associated with proposed near-shore land development options. Entergy Louisiana, LLC and Detroit Edison; Combined Operating License Applications; United States; 2007-2009 Environmental Engineer - Black & Veatch. Boomer aided in the development ofCombined Operating License Applications (COLAs) for proposed new nuclear reactor proiects. Boomer authored portions of the COLA's Environmental Report, idenUrying the water resource, water quality, water use, monitoring nonradioactive waste, mixed waste, and cumulative environmental impacB associated with the sitin& constructior; and operation of the project facilities and presented findings in Nuclear Regulatory Commission review meetings. BV.COM BTACX & VEATCH I APPENOIXA- RESUM€S 44 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Multiple Confidential Clients; Power Generation Feasibility Studies; California, United States; 2007-2009 Environmental Compliance Engineer - Black & Veatch. Boomer assisted Black & Veatch teams in evaluating environmental compliance issues for alternatives to expand power generation capacity at existing facilities in Texas, Illinois, and California. Boomer evaluated pertinent site expansion issues including environmental permits and compliance files / status for water, air, and waste issues; water supply and discharge issues; siting ecological issues; fuel management; site technical and planning documents; and pending regulations / permit modifications. Summary findings were prepared and included with the overall proiect engineering feasibility study reports. Environmental Compliance; lowa, United States; 2003-2005 Environmental Manager - Archer Daniels Midland. Directed environmental compliance programs for maior one thousand- employee corn processing plant (fuel alcohol, sweeteners, starches, etc.) with on-site power generation [co-generation). Managed ait water, and waste programs; developed / implemented phases of the facility Environmental Management System; and mainEained contacts with regulatory agencies. For air pollution compliance programs, managed permitting and compliance for more than 300 plant sources, including annual reports and issues associated with Tide V, Maximum Achievable Control Technolory (MACTI, National Emissions Standards for Hazardous Air Pollutans [NESHAPS), Resource Management Plan (RMP), modeling and monitoring. Wastewater issues included compliance and planning for a direct discharge wastewater treatment plant as well as storm water management and spill prevention for large oil tank systems and loading systems near the Mississippi River. Waste management included Resource Conservation and Recovery Act (RCRA) compliance, corrective action, and groundwater monitoring. Directed major projects associated with pre-existing consent decree program; managed / monitored multiple proiects / deadlines. Managed the environmental permitting / planning of maior plant expansion proiects. Directed the permitting effon for a new coal fired power plant to meet plant's current and expansion power needs. The project involved Prevention of Significant Deterioration (PSD) air permitting boiler MACT issues, dispersion modeling water supply, and discharge permitting and planning for such issues as mercury emissions control, river water intake management, coal combustion residuals management, and cooling tower siting. Additional special proiects included as investigation of whole effluent toxicity issues and investigations of long-term water quality impacts from plant effluent to the Mississippi River. ELACX & VTATCH I APPENDTXA, RESUMES 458V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Michael Charles Knechte! Michael C. Knechtel is an Air Quality Specialist within Black & Veatch's global Power business and manages the Air Permitting Sewices Section. Knechtel specializes in air permit application preparation, air regulatory and permitting assessments, permit compliance assessments, emissions quantification and impact analyses, and meteorological / climatological studies. His permitting and regulatory experience includes various proiects in Alabama, California, Colorado, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Michigan, Missouri, New Mexico, New Yorlg Nevada, North Carolina, North Dakota, Oklahoma, Oregon, Tennessee, Texas, Utah, Virginia, and Wisconsin. Knechtel has worked on prolects involving numerous technologies at power generation facilities and water/wastewater facilities. Such technologies include coal-fired boilers, simple and combined rycle combustion turbines, integrated gasifi cation combined rycle turbines, reciprocating internal combustion engines (RICE), and liquefied natural gas [LNG) facilities. Knechtel has managed and prepared successful air permit applications for multiple energy sector infrastructure proiects and has a strong working knowledge ofair regulations and air quality issues. PROJECT EXPERIEI{CE University of Michigan; Central Power Plant Expansion - Feasibility Study and Air Construction Permit Application; Ann Arbor, MichiBan, United States; 2013-ln-Progress Air Permittint Specialist - Black & Veatch. Black & Veatch was retained by the University of Michigan to lead the design efforts for their proposed expansion of their Central Power Plant facilities. Phase I ofthe proiect required Black & Veatch to conduct an engineering evaluation of the feasibility ofadding combustion turbine power generation and heat recovery steam generation at the Main Campus Central Power Plant (CPP) located in Ann Arbor, MI. In support ofthe Phase I feasibility study, developed an environmental fatal flaw analysis, including a permit list. Prepared the permit list and determined that there was no environmental fatal flaw associated with the proposed expansion. Phase Il ofthe project entailed preparing the air consffuction permit application to be submitted to the Michigan Department of Environmental Quality IMDEQ). The application is consistent with federal New Source Review requirements as well as state-specific regulations including Rule 201 permit requirements, Rule 224 best available control technology for toxics (T-BACT) requirements, Rule 225 health-based screening level requirements, and Rule 702 best available control technology (BACT) requirements for new sources of MANAGER, AIR PERMITTING SECTION Expertise: Air Permitting Specialist; Consulting Engineering Services; Environmental Regulatory SpecialisU Meteorological and Climate Studies Education Mastcrs, Sci!{tc!, At no6phrrk Scicnc€, Orighton Unh€6ity, 2m1 unitcd States 8adrclo.', Phvsics, Roddurst Univlrsi9, 2m1, Unitcd St tct Total Years of Experience 13 Black & Veatch Years of Experience 5 BTACK & VEATCH I APPENDIX A, RESUMES 458V.COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE volatile organic compounds (VOCJ. Various Confidential Clients; Due Diligence; United States;2013- ln-Progress Air Permitting Specialist - Black & Veatch. Performs due diligence reviews ofair permits including construction, operation, and acid rain, as well as compliance histories ofnumerous facilities located throughout the United States. Facilities include combustion turbine and biomass units. Jordan Cove Energy Proiect; South Dunes Power Plant Site Certification Application; Oregon, United States; 2012-ln-Progress Air Permitting Specialist - Black & veatch. ICEP is proposing to construct the SDPP, a 420 MW power plant consisting of natural gas- fired combined rycle combustion turbine technology. The purpose of the proiect is to provide electricity and process steam to the adiacent JCEP liquified natural gas (LNG) faciliry. Black & Veatch assisted in the preparation ofthe Site Certificate application for the SDPP to be submitted to the Oregon Departrnent of Energy, Energy Facility Siting Council (EFSC). Specifically, to fulfill the requirements of Exhibit Y of the Site Certificate application, Black & Veatch calculated the SDPP's "excess carbon dioxide" emissions according to EFSC methodology in order to determine the amount of carbon dioxide emissions that ICEP would be required to offseL The calculations involved quantiffing the total reductions in excess carbon dioxide emissions that result from cogeneration (i.e., use ofsteam generated at SDPP to drive various processes at the JCEP LNG facility). City of Sunnvale Water Pollution Control Plant; Engine Generator Overhauls/Air Permitting Assessment; California, United States; 20t5-2077 Air Permitting Specialist - Black & veatch, The City ofSunnvale California operates two reciprocating internal combustion engine (RICEJ generators at their Water Pollution Control Plant to provide power to the facility. The RICE generators are fueled by a combination oflandfill gas and digester gas and have the capability ofgenerating 800 kW ofelectrical output. In an effort to keep the RICE generators operating for an additional 10 years, the City ofSunnyvale proposed to conduct maror overhauls ofthe units. Black & Veatch performed an assessment of Bay Area Air Quality Control Distric (BAAQMD) regulations to determine, based on the scope ofthe proposed overhauls, ifa permit to construct would be required to authorize the proiects or if the projects would qualiry as "routine maintenance, repair, or replacement", thus exempting the City of Sunnyvale from the requirement to obtain a BAAQMD permit to construct. Additionally, Black & Veatch evaluated potentially applicable federal emissions standards to determine if the engine generators were applicable as modified reconstructed units. Lastly, Black & Veatch assisted the City in determining the origin ofa permit restriction on daily heat input to the RICE generators that limited the generating BV.COM BLAC( & VEATCH I APPENDIX A- RESUMES 47 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE capacity of the engines. After determining that the permit limit was an artifact ofan administrative error that occurred in the original permit application for the engines, Black & Veatch composed a letter on behalf of the City requesting an administrative permit amendment in its upcoming Title V Permit renewal. National Grid; Environmental lmpact Assessment; Massachusetts, United States; 2015-2076 Air Quality Specialist - BIack & Veatch. National Grid, together with its partners, has proposed the construction of two interstate natural gas pipelines in the Northeastern United States; the Tennessee Northeast Enerry Direct pipeline and the Algonquin Access Northeast pipeline. National Grid is required to file testimony in the state of Rhode lsland detailing the impacts of the portion of the proiects that will be constructed in Rhode lsland. Black & Veatch was tasked with developing the environmental impact assessment to support this testimony. The environmental impact assessment developed by Black & veatch consisted of a hybrid qualitative/quantitative analysis that addressed three key impacts ofthe prolecs; 1. How increased availability and utilization of natural gas resulting from the projects may impact the ambient air quality in Rhode Island and the surrounding airshed, as well as greenhouse gas (GHG) emissions; 2. The non-air environmental impacts associated with the proposed proiects; and 3. The environmental impacts associated with the modification ofan existing compressor station in Rhode Island. Following preparation of the environmental impact assessment, Black & Veatch continued to support NationaI Grid throughout the process by providing expert testimony on the assessment throughout the state filing process. Southern California Gas Company (SoCal Gas); Environmental Permitting Assessment; California, United States; 2076-2016 Air Permitting Specialist - Black & Veatch. Southern California Gas Company was exploring a potential proiect in which pipeline quality fuel gas would be derived from commonly available bio-waste materials. The process involved conversion ofbio-waste into a raw gas before impurities were removed to refine the gas into a pipeline quality product. Three options to produce this gas were evaluated; anaerobic digestion utilizing municipal waste as feedstock, anaerobic digestion utilizing agricultural waste as feedstock, and gasification technology utilizing woody biomass as feedstock. Black & Veatch performed a permitting assessment in order to identify the air regulations and permitting requirements that would apply to the various emissions sources included in each of the proposed options as well as emission targets for each source. AIong with federal regulations, Black & Veatch assessed the local regulations of the applicable air quality management districts IAQMDs), which included the South Coast Air Quality Management District (SCAQMD), the San Joaquin Valley Air Pollution Control District [SfVAPCD), and the Mojave Desert Air Quality Management District IMDAQMD). 8V,COM BLACK & VEATCH I APPTNDIX A. RESUMES 48 CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE Confidential Clienq NSPS Subpart nTf/Clean Power Plan Applicability Assessment and Project Evaluation; North Dakota, United States; 2OL6-2OLG Regulatory Consultant - Black & yeatch. A confidential client commissioned Black & Veatch to study the feasibility and potential benefit ofinstalling a waste heat power [WHP] proiect at a nearby industrial source for power generation in addition to the installation ofcombined heat and power (CHP) facility utilizing combustion turbine technolory. The feasibility study included the evaluation of the potential benefits of the combined WHP/CHP project(s) within the federal CO2 regulations (i.e., the Clean Power Plan and NSPS Subpart TTTTJ. The study examined both regulations in order to assess what compliance with the rule could entail for the proposed projecu Additionally, the proiect was evaluated in the context ofthe both the rate-based and mass-based model state implementation plans (SIPs) and federal implementation plans (FIPs) established under t}te Clean Power Plan in order to determine if there was opportunity to gain financial benefit from the proiect through the generation of emission reduction credits (ERCs) - in the case ofa rate-based implementation plan - or the allocation ofCO2 emission allowances out ofa set-aside account - in the case ofa mass-based program. Confidential Technology Firm; Proposed Data Center/Air Permitting Assessment; California, United States; 2of6-20t6 Air Permitting Specialist - Black & Veatch. A leading technology firm was considering installation ofa new data center in central California. Black & Veatch was tasked with developing a permitting assessment to assist the firm in understanding the environmental permitting implications associated with such an installation. The analysis evaluated the permitting landscape ofvarious engine generation alternatives (with and without controls) including operation in either an emergenry or peak shaving capacity utilizing natural gas or diesel fuel. The assessment included an evaluation of the potential installation against various permitting thresholds including Best Available Control Technology and Emission Offset triggers. Confidential Client; Corporate Headquarters Air Permitting and Regulatory Assessment; Alabama, United States; 2OI5-2OLG Air Permitting Specialist - Black & Veatch. A confidential client retained Black & Veatch to assess the various emissions sources located at their corporate headquarters in order to determine what, if any, emission standards applied and if the facility required an air operating permit The emissions sources located at the corporate headquarters included diesel-fi red emergency generators, painting operations, and metal cleaning operations. Black & Veatch quantified the potential to emit ofthe facility's emissions sources in order to ascertain applicability to various federal and state emissions standards and permitting requirements. BV.COM ELACK & VEATCH I APPENDIX A . RESUMTS 49 CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE Confidential Client; Combustion Turbine Test Facility/Air Permitting Assessment; North Carolina, United States; 2Ot6-20L6 Air Permitting Specialist - Black & veatch. A confidential client retained Black & Veatch to perform an air permitting assessment for a potential combustion turbine test facility. The client was particularly concerned about the potential for applicable air regulations to require the facility to install selective catalytic reduction (SCR) in order to conffol NOX emissions, as such a requirement would be considered a fatal flaw for the facility development Black & Veatch evaluated and summarized state and federal air regulations potentially applicable to the proposed Proiect and detailed the various analyses required should the facility be applicable to the Prevention of Significant Deterioration (PSD) pre-construction permitting program. Given the client's concerns regarding the potential requirement to install SCR, Black & Veatch included a thorough discussion on the PSD requirement to install Best Available Control Technolory (BACT), focusing on the requirement that BACT must be determined to be both technologically and economically feasible. Black & Veatch qualitatively demonstrated that the unique design challenges and related costs associated with fitting a post-combustion control on a facility where multiple turbines would be tested provided possible avenues to demonstrate that SCR would be not be technologically or economically viable emissions control option. City of Atlanta Department of Watershed Managemenu South River Water Reclamation Center - Digester Upgrade Project; Georgia, United States; 2015-2015 Air Permitting Specialist - Black & Veatch. Prepared a regulatory applicabiliry analysis and an air permitting assessment in support of design efforts for the projecL The purpose ofthe studywas to idenfiry potential regulatory constraints on the proposed digester gas-fired boilers and emergency flares and to idenHry target values for both the maximum hydrogen sulfide concentration in the digester gas and the NOx concentration in the boiler exhausL Both federal and state air quality regulations were examined and, where appropriate, compared to proiect emissions estimates. 5an Francisco Public Utilities Commission; Southeast Water Treatment Plant - Biosolids Digester Facilities Proiect; United States; 2015-2015 Air Permitting Specialist - Black & Veatch. Calculated operational emissions of the BDFP in support of the air quality requirements for the California Environmental Quality Assessment (CEQA). Emissions calculations were developed for biosolids processing and digester gas- fired combined heat and power (CHP) equipment including odor control systems, process heating boilers, combined cycle combustion turbines, microturbines, and emergenry diesel generators. ELACX & VTATCH IAPPENDTXA- RESUMES 508V COM CIW OF VERNON I ASSET ACQUISITION ADVISORY SERVICE New York City Department of Environmental Protection - Oakwood Beach Wastewater Treatment Plant; Engine lnstallation Permitting Assessment; New York, United States; 2015-2015 Air Permitting Specialist - Black & Veatch. Evaluated the air permitting pathway available to transition a portable engine generator used during construction to a permanent emergency engine installation at the facility. The assessment included evaluating both the state (NYSDEC) and local (NYDEP) air permitting regulations and requirements. WaterOne; Wolcott Water Treatment Plant - Air Permit Application for Engine lnstallation; Kansas, United States;2015- 20L5 Air PermiBing Specialist - Black & Veatch. Prepared a minor source permit application for the installation of three natural gas fired, non- emergency engines rated at 2 MW each to be located at the existing Wolcott WTP. The application required submittal to the local air permitting authority, the Department of Air Quality ofthe Unified Government of Wyandone County, by following regulations and using forms from the state permitting authority, the Kansas Department of Health and Environment (KDHE). City of St. Petersburg, Florida; Biosolids lmprovement Projecu United States; 2013-2015 Air Permitting Specialist - Black & Veatch. The City of St. Petersburg is proposing to consolidate the City's biosolids operation for all treatment plants at the Southwest Water Reclamation Facility and to capture the digester gas and clean it to natural gas standards with the intention of using the gas beneficially. The multifaceted proiect includes the installation ofgas-fired engine generators, the relocation ofa backup diesel-fired engine generator, the installation of multiple flares, and the installation of multiple odor control systems. Black & Veatch is responsible for preparing the air permit application for submittal to the Florida Department of Environmental Protection IFDEP) which would allow the construction of this proiecL Black & Veatch calculated the Potential To Emit (PTE) ofthe proiect and compared to PSD major source thresholds in order to determine PSD applicability. oak Ridge National [aboratory; lnstitutional Boiler lnstallation; Tennessee, United States; 2OI4-20L4 Air Permitting Specialist - Black & veatch. Assisted in the preperation ofa minor source air construction permit application for the installation of duel fuel (natural gas & fuel oil) institutional heating boilers at Oak Ridge National Laboratory in Tennessee. BLACK & VEATCH I APPENDIX A RESUMES 51BV.COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Grand River Dam Authority; Title V Permit Renewal Application; Oklahoma, United States; 2O!4-2OL4 Air Permitting Specialist - Black & Veatch. Assisted in the preperation of the Title V permit renewal application for GRDA's Grand River Energr Center, a coal-fired facility located in Oklahoma. City of Cedar Falls; Air Construction Permit Application; Cedar Falls, lowa, United States; 2OL}-20L4 Air Permining Specialist - Black & Veatch. Prepared the minor source air construction permit application for The City of Cedar Falls, IA Water Reclamation Facility (WRF). The application requested the authorization for the installation ofa new emergency backup diesel generator, a waste gas flare, and new odor control systems to remove odor from the dewatering and loadout room, the gravity belt thickener, the filrrate wetwell, and the thickened sludge wetwell. Preparation of the construction permit application entailed calculating emissions from the newly constructed equipment and completion ofthe applicable IDNR application forms. Orlando Utilities Commission; Steam Turbine Project; Florida, United States; 2OL3-2O13 Air Permitting Specialist - Black & Veatch. OUC is proposing to replace the HP/IP turbine on Unit 2 (a coal fired boiler). This replacement will increase Unit 2 efficienry by producing an additional 15 megawatts without changing the heat input or increasing fuel use or air pollutant emissions. Black & Veatch is responsible for preparing the air permit application for submittal to the Florida Department of Environmental Protection (FDEP) which would allow the construction of this modification. Black & Veatch is utilizing the NSR reform rule methodology, which compares baseline actual emissions to projected actual emissions to determine PSD applicability. Jacksonville Energy Authority (JEA) / St. Johns River Power Park (SJRPPI; Toxic Release lnventory (TRl); Multiple Power Plants; United States; 2013-2013 Air Quality Specialist - Black & Veatch. Provided emissions and release information pertaining to the reporting requirements ofthe Emergency Planning and Community Right-to-Know Act Section 313 (Form R) for several fEA power plants. Completed applicable Section 313 forms. Empire District; Combined Cycle Combustion Turbine Conversion; United States; 2OL3-2OL3 Air Quality Specialist - Black & Veatch. Empire District is proposing to convert Unit 12, an existing natural gas fired simple cycle combustion turbine located at its Riverton facility, to combined cycle operation. The proiectalso included the addition ofa natural gas fired auxiliary boiler, emergency diesel generator, and a mechanical draft cooling tower. Black & veatch supported Empire District by supplying BLACX & VIATCH I APPENDIX A - RESUMES 52 CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE the Air Quality Impact Analysis and Additional Impact Analysis for PM 10 and PM2.5 required by the Prevention of Significant Deterioration IPSD) regulations. Black & Veatch also supplied the Best Available Control Technology IBACT) analyses for particulate matter and greenhouse gases (GHG). Supporting these efforts, performed numerous analyses for the Additional Impact Analysis including a VISCREEN analysis to evaluate the effect the prolect would have on visibility in surrounding Class I and Class II areas. Oran8e County Sanitation District (OCSD); Air Permit Application Support; Wastewater Treatment Facilities; California, United States; 2012-2012 Air Quality Specialist - Black & Veatch. Calculated projected actual emissions and baseline actual emissions in support of air permitting efforts pertaining to the retrofitting ofair quality control system [AQCS) equipment on eight digester gas-fired internal combustion engines. Performed Health Risk Analyses to demonstrate compliance with South Coast Air Quality Management District ISCAQMD) Rule 1401, New Source Review ofToxic Air ContaminanB. All calculations were used to demonstrate the proiect's compliance with emission level thresholds outlined within various SCAQMD rules and regulations. Jacksonville Energy Authority (JEA) / St. Johns River Power Park (5JRPP); Toxic Release lnventory (TRl); Multiple Power Plants; Florida, United States; 2012-2012 Air Quality Specialist - Black & Veatch, Provided emissions and release information pertaining to the reporting requirements ofthe Emergency Planning and Community Right-to-Know Act Section 313 (Form R) for several fEA power plants. Completed applicable Section 313 forms. confidential Client; Baseline Actual Emissions (BAE) Calculation; Coal-Fired Power Plant; United States; 2OL2-2OL? Air Quality Specialist - Black & Veatch. Calculated BAE in support of New Source Review / Prevention of Significant Deterioration (NSR / PSD) applicability determination as prescribed in the 2002 NSR reform rules modifi cation applicability methodology. This methodolory compares the difference between BAE and postproject actual emissions to the PSD significant emissions rates to determine if modifications are considered major or minor with respect to PSD. Mid-America Regional Council (MARC); Air Quality Public Education Committee; Missouri, United States; 2OO4-2OLZ Meteorologist / Air Quality Scientist - Black & veatch. Analyzed and forecasted atmospheric conditions related to the formation of elevated levels ofground level ozone and concentrations of particulate matter [PM) 2.5, as well as developed improved air quality forecasting techniques. Attended and contributed to MARC Air Quality BLAC( & VEATCH IAPPENOTXA- RESUMES 53BV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Public Education committee meetings. Made several presentations on air quality forecasting results and techniques to MARC Air Quality Forum. EIACK & VEATCH I APPENDTXA- RESUMES 54AV COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Barbara A. Butler, P.E. Ms. Butler has more than 25 years' experience in environmental engineering investigation, design, and assessment. Site management experience includes planning field investigation, characterization, assessment, remedial design and implementation, and risk assessment. PROJECT EXPERIETCE Baker Botts; Expert Support; Global; 2015-2015 Proiect Manager - Black & Veatch. Oversees technical and administrative aspecB and manages day-to-day project activities associated with conducting an expert review of three sites named by EPA as potentially responsible parties associated with Diamond Alkali Superfund Site in Passaic, NJ, to support the allocation process. Westar Entergy; Pittsburg MGP Site; PittsburB, Kansas, United States; 2012-2015 Proiect Manager - Black & Veatch. Manages day-to-day activities associated with conducting site and remedial investigations, including planning document preparation, fieldwork, and site characterization and assessmenL Cargill; Flour Milling Site; Wichita, Kansas, United states; 2009- 2015 Proiect Manager - Black & Veatch. Oversees technical and administrative aspects and manages day-to-day proiect activities associated with the implementation ofinvestigation and remedial activities at chlorinated hydrocarbon contaminated property, including implementing an in situ chemical oxidation groundwater remedy that reduced the contaminant plume to within the site property boundary. The corrective action, consisting of establishing environmental use controls and long-term groundwater monitorin& was initiated in 2015. Centel Corporation; MGP Sites; Nebraska, United States; 2009- 2015 Proiect Manager - Black & Veatch. Oversees technical and administrative aspecB and manages day-to-day proiect activities associated with the implementation ofinvestigation and remedial activities at 3 MGP sites in Nebraska under consent orders with the U.S. Environmental Protection Agency. Keeps client informed of proiect activities by maintaining a monthly status report and meeting with client on a routine basis. Prepares and maintains proiect budgets and schedules. Serves as mentor for engineering managers. Annually updates the probabilistic cost model for the three sites to assist client in managing financial liability associated with these legacy sites. At the Columbus site, comprehensive site investigations, risk assessment, and feasibility study resulted in completing a removal 8V COM PROJECT MANAGER Expertise: CERCLA and RCRA; Environmental Due Diligence; Environmental Remed iation j Environmental Support during Construction; Former Manufactured Gas Plants (MGP); Probability Cost Modeling; Risk Assessment; Water Project Management Office Education MaStait, E iviro.|mental Entinrcrin& Univcrsity oI X.nset 1915, Unitcd States 8adiclo.s, Envi.onmental En3lnrr.in& Michitan Technolotlc.l univcrrity, 19E9, Unitcd Stat6 Professional Registration ljcmsa, Ba.ba6 A- 8udcr, Gvil, 21822 lor., Unitcd Stat6, 2013 tjclcntr, Profrrsion.l Entinc.r, Civil, PrgillaqrC to Populatr, 12E98, Xens.t Unitcd St tct 1993 Total Years of Experience 2t.6 glack & Veatch Years of Experience 2&5 Professional Associations AWRI - Mcmb.r Language Capabilities oflice Location fnnt r Gty, Miisou4 USA: Unitcd Stric3 ELACX & VEATCH I APPENDIXA. RESUMES 55 CITY OF VERNON I ASSET ACQUISITION AOVISORY SERVICE action to address highly contaminated MGP residuals and impacted soil. Before the removal action could proceed, asbestos abatement and demolition ofseveral site buildings were required. Groundwater monitoring is ongoing to assess contaminant migration, which is complicated by an upgradient chlorinated solvent site. A vapor intrusion assessment, involving both soil gas and indoor air monitoring, was completed to determine ifgroundwater contamination poses a risk to neighboring residents. Following completion ofsite investigation and assessment, a removal action was completed at the Norfolk site. Building demolition and soil removal were complicated by the presence ofa building and underground communications line adiacent to the excavation area. Sheet piling was installed in sections to prevent undermining the building and utility line. Improvements to the structural integrity of the building wall along the excavation were required to protect the wall from damage during sheet piling and excavation. Sheet piling allowed for successful excavation ofthe site without damage to either building or communications line. A vapor intrusion assessment and groundwater monitoring are ongoing. At the Beatrice site, investigations, human health and ecological risk assessments, and feasibility studies have been completed. Removal actions have been proposed to address residual soil contamination and to prevent site contamination from impacting a river adiacent to the site. In December 2015, the site was transitioned from the EPA CERLCL Program to the Nebraska Voluntary Cleanup Program. Investigation and design in support of implementing a remedial action will be completed in 2016. Alliant Energy; MGP Program; Cedar Rapids, lowa, United states; 2003-2015 Proiect Manager - Black & Veatch. Oversees technical and administrative aspects and manages day-to-day pro.iect activities associated with the implementation of investigation and remedial activities at over 20 MGP sites in [owa. Keeps client informed of proiect activities by maintaining a weekly status report and meeting with client on a routine basis. Prepares and maintains proiect budgets and schedules. Serves as mentor for site managers. westar Entergy; Arkansas City MGP Site; Arkansas City, Kansas, United States; 2002-2015 Proiect Manager - Black & Veatch, Manages day-to-day activities associated with conducting site investigations and remedial actions, including planning document preparation, fieldwork, and site characterization and assessment. The corrective action, consisting of establishing environmenlal use controls and long-term groundwater monitorin& was initiated in 2015. BLAC( & VEATCH I APPENOTXA- RESUMES 56BV-COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Energy Gulf States, lnc.; Lake Charles MGP Site; Lake Charles, Louisiana, United States; 1995-2015 Proiect Manager - Black & Veatch. Directed preparation ofplanning documents, directed remedial investigation and removal action fieldwork, conducted an engineering evaluation/cost analysis to address a highly contaminated tar area on site and river sediment, conducted baseline human health and ecological risk assessments, prepared feasibility study report, and removal action work plan. Investigative fieldwork completed at the site includes installing monitoring wells, drilling borings and advancing probes, test pit trenching collecting soil and ground water samples, collecting sediment and surface water samples from river and wetlands impacted by site, vibracore sediment sampling, and conducting geophysical and bathymetric surveys. Participated in community relations events including public meetings. Prepared reports detailing site investigations including the remedial investigation. Oversaw the preparation ofa feasibility study report addressing ground water contamination on site and removal action design documents in support ofthe EE/CA. Directed removal actions at the site including sediment dredging and dewatering excavation and restoration ofa contaminated storm sewer, and excavation and capping ofan area of tar and heavily contaminated soil. Prepared reports detailing removal action activities and a revised baseline risk assessment incorporating the results ofthe removal actions. Prepared a remedial action plan to address the long-term groundwater remedy of monitoring. Implementation ofthe groundwater remedy began in 2006. Beginning in 2014, investigation and design in support ofan alternative groundwater remedy began. Because the site was proposed for NPL, all work has been done in compliance with CERCLA. Western Resources, lnc.; Newton MGP Site; Newton, Kansas, United States; 1995-2010 Proiect Manager - Black & Veatch. Managed day-to-day activities associated with conducting site and remedial investigations, including planning document preparation, fieldwork, and site characterization and assessmenL Assessment activities included using fingerprinting techniques to evaluate impact ofoffsite diesel spills on this former MGP site. Prepared a feasibility study proposing continued groundwater monitoring and deed restrictions as a remedy. The state concurred on this remedy and released a corrective action decision for this remedy for public commenL lmplementation of the remedy was completed in 2003. Henkel Corporation; Former Loctite Facility; Kansas City, Kansas, United States; 2002-2008 Senior Proiect Engineer - Black & veatch. Directed preparation of planning documents and field investigation activities, including soil and groundwater probin& monitoring well installation, and soil and groundwater sampling and preparation of an investigation report in ELACK & VEATCH I APPENOIX A , RESUMES 578V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE compliance with the Kansas Voluntary Cleanup Program. ELACX & VEATCH I APPENOTX A - RESUMTS 588V COM CITY OF VERNON I ASSET ACQUISITION ADVISORY SERVICE Appendix B - Affidavit of Non-Collusion By Contractor BI.AC( & VEATCII I APPENDIX B.AFFIDAVITOF NON.COI-LUSION 8Y CONTMCTOR 59av coM AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR Kansas STATE OF E+LIEIOR}IIA /ohnsonCOUNTYOFTSS.ANCEI*S L. Shane Clark , being first duly sworn deposes and says that he/she is ChiefFinancial Officer (lnen 'Sot. OsE , 'P tn6' 'Pr6id. , 'S@d,ry-, q o{h.r pmF ridc) of Black & Veatch Manasement Consultins. LLC (lnsn n.mofbrddcr) who submits herewith to the City of Vemon a bid/proposal; That all statements of hct in such bid/proposal arc true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partneBhip. company, association, organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone afiempted to induce action prejudicial to the interest of the City of Vemon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading ofbidVproposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal; b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw hiVher bid/proposal; c. Did not, in any manner, directly or indirectly seek by agr€€ment, communication or conference with anyone to raise or fix the bid/proposal price ofsaid bidder or of anyone else, or to raise or fix any overhead, profit or cost element ofhiVher bid/proposal price, or ofthat ofanyone else; d. Did not, directly or indirectly, submit hiJher bid/proposal price or any breakdown thereol or &e contenls thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group ofindividuals, except the City of VemorU or to any person or persons who have a partnership or other financial interest witlr said bidder in hiVher business. t c€rtiry under penalty ofperjury that the above information is conect By: Title: Chief Financial Officer Date: 9-ll-17 ) )ss ) March 20 l.l Black & Veatch Management Consulting' LLC Exhibit "B" Use of Work Products Agreement You (the "Recipient") will receive from the City of Vemon ("Client") one or more copies of Black & Veatch Management Consulting, LLC's ("Consultant") report (the "Repod") regarding (the "Contemplated Transaction"). The Recipient requires the use of the Report prepared under the Management Consulting Services Agreement ('MCSA) with Client by Consultant and Consultant is prepared to permit Client to disribute copies of the Report to Recipient on the condition of the tems set forth in this Use of Work Products Agreement. Recipient's use of the Report is expressly subject to the conditions below. For the avoidance of doubt, Consultant provides no warranty, guarantee, or promise, express or implied, to the Recipient for the contents of the Report. ln consideration ofthe Report being provided to the Recipient, the Recipient agrees as follows: l. Consultant prepared the Report in consultation with, and on the basis ol the MCSA and instructions received from and understandings with Client only. Consultant has not been provided with any instructions from any other party in relation to the scope of the Report. Accordingly, the issues covered by rhe Report and the emphasis placed on them may not necessarily address all or any specific concems or interests that Recipient or others may have. The Report does not necessarily take account ofthose matters which may be important to the decisions of Recipient or others. In making credit and other decisions regarding the Contemplated Transaction, lenders and investors should satisfu themselves as to the sufficiency ofthe overall level of due ditigence in relation to the Contemplated Transaction. Consultant does not warrant or represent that the Report is sufficient or appropriate for Recipient's purposes and all conditions, warranties, representations, terms and undertakings, express or implied, statutory or otherwise in respect of the Report for those purposes are disclaimed. 2. Tbe Recipient agrees not to make any changes to the Report without the prior written approval of Consultant. 3. The Recipient will not, under any condition, further distribute this Report or any excerpts therefrom to any third party. For puposes of this Section only, third party shall not include lawyers, accounts and agents representing Recipient regarding the Contemplated Transaction. 4. The total aggregate liability of Consultant for any and all claims arising out of the MCSA, this Use of Work Products Agreement, and all other use agreements related to the Contemplated Transaction and any party's use ofor reliance upon the Report shall not exceed in a cumulative and aggregate basis, the amount of compensation received by Consultant from the Client for the creation of the Report or Services performed under the applicable Request for Services to the MCSA. 5. In no event shall Consultant (or any ofConsultant's related companies) be liable to Recipient, for any loss of profits or revenue; loss of use; Ioss of opportunity; loss of goodwill; cost of substitute facilities, goods or sewices; cost ofcapital; governmental and regulatory sanctions; and claims of customers for such damages; or for any special, consequential, incidental, indirect, punitive, or exemplary damages in zrny way arising fiom or related to the Contemplated Transaction, Report, or this Use of Work Products Agreement. Template Version date: Olll0/1'7 7. ACKNOWLEDGED & AGREED IRecipientl Printed Name: Releases, waivers and limi12116a. expressed in this Use of work Products Agreement conceming liability and remedies shall apply even in the event of the fault, tort (including negligence), strict liability, breach of contract or warranty, or other basis of liability of the Party released or whose liability is limited or against whom remedies have been limited, and shall extend to the officers, directors, partners, employees, licensors, agents, subcontractors, vendors and related entities of such Party This Report shall not be construed as an invitation or inducement to any person to engage in the Contemplated Transaction, or any other transaction, with Client. The interpretation of this Agreement, and the parties' rights and obligations established by this Agreement, shall be govemed and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York. The exclusive venue for any claim, cause of action, legal proceeding, or lawsuit relating to this Use of Work Products Agreement or the Report shall be the federal courts, or the state courts if a federal cout jurisdiction is not present, located in New York City, Borough of Manhattan, State of New York. Recipient irrevocably waives each argument, objection, defense, assertion, or claim that venue is improper for any reason in the state and federal courts in New York City' Borough of Manhattan, State of New York for any clainr, cause of action, legal proceeding, or lawsuit brought in such courts or that such claims have been brought in an inconvenient forum. Sipature: Date: Template Version datet Ol/3Ol17 EXHIBIT C SPECIAL NOTICE Acceptance of this report, or use of any i[formation contrined in this report, by rny P.rty receiving this report (each a.Recipietrt.) shdl constitute an ackno*ledgement aod acceptatrce by such Recipient of, atrd .greement by such Recipiert to be bouod by, the following: (l) This report was prepared for rhe city of vernor (.clieot") by Black & vcrtch Maragement cotrsultinB, LLc (.Consulta[t') and is based on itrforD.tiotr not withio the co[trol of CoDsultant. In preparing this report, Co[sultrtrt h.s assumed thrt the informatioE both verbal rnd written, provided by others is comPlete alrd correct. Consultrnt does Dot gurra[tee tbe accuracy of thc ioformrtion, data or opirions coDteined in this report and docs not represetrt or warra[t th.t the i[formatiotr contrined in this repon is sumcient or rppropriate for any purpose' (2) This report should not be construed.s an itrvitation or itrducement to any Recipient or other party to eirgage or oaherwise participate in the proposed or any other trrtrsrction, to provide eny fir.ncing' or to make any investment. Recipielt sckDowledges atrd agrees that it is trot rersooably feasiblc for Cotrsultrnt to cotrduct a comprehensive inveitigation aDd make definitiye determiratiotrs for the compeosatio[ provided and without thorough verificltior of the information upon which the Servic€s were pcrforme4 aDd therefor€ Consultrot catr offer no guarlntce or rssurances that atry facts, observrtiotrs, analysis, projections, opitriotrs, or olher mrners coDtaiDed in the report will be more accurete, either .t the timc the rcport is issucd or rt .ny other tiDe. (3) Recipient is not eltitlcd to m.ke ony copies of any portioD of this reporq use extracts therefrom or transmit any prrt thereof to any othcr party in any form, including without limit.tiotr electronic or printed media of any kind. (4) TO THE FI]LLEST EXTENT PERMITTED BY LAW, CONSULTANT'S TOTAL LIABILITY' ON A CUMULATN'E AND AGGREGATE BASIS, TO CLIENT AND ALL RECIPIENTS AND OTHER PARTIES' RESULTING FROM CONSIJLTANT'S ACTIONS IN RELATION TO THE CREATION AND DISSEMINATION OF THIS REPORT, WILL BE LIMITED TO THE AMOUNT OF COMPENSATION (EXCLUSIVE OF THE REIMBURSEMENT OF COSTS AND E)OENSES) ACTUALLY RECEIVED BY CONSIJLTANT FROM CLIENT FOR THE CREATION OF TEIS REPORT UNDER THE MCSA. RCCiPiGNt hCTCbY WTiVES ANY Tight tO seek or collect damages in excesr thereof aod relerses Consultart from any and all drm.ges or losses which, if requircd to be paid to Recipient, would result in Consultant payitrg total dama8es to rny .rd all parties, including Client and all Recipietrts, in an amoutrt that would exce€d the limit set forth iD thc previous seDtetrce. The above terms a11d conditions.re governed by .trd sbdl be governed by and construed itr accordance with the la*s ofthe State ofCaliforri., without givirg effect to the conflicts oflaws pritrciples thereof. IF ANY RECIPIENT IS NOT WILLING TO ACKNOWLEDGE AND ACCEPT, OR AGREE TO, THE TERMS SET FORTH ABO!'E, IT MUST RITIJRN THIS REPORT TO CONSIJLTANT IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE (INCLUDING DISCLOSURE) THER.EOF. A RECIPIENT'S FAILURE SO TO RETTJRN THIS REPORT SHALL CONSTITUTE ITS ANCE OF AND TO THE TER\'IS SET FORTH ABOVE Template Version date: 0 I /30/ l'7 EXHIBIT D LIVING WAGE PROVISIONS !!!!!!i@!vlllsiry3g: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $'l 1.55 per hour without health benefits. @-aE-!J.ns!sLDg@: 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 attomey's fees, or to compel City officials to terminate the service contract of violating employers. Template Version date: Ol /3Ol 1'l EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor 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, h?ndlcap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employe/' 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. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor 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 its records pertaining or relating to its 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. Tcmplate Version date: 0l/30/l?