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2018-04-17 City Council Agenda PacketPage 1 California Public Records Act ("PRA"): In compliance with the PRA, the documents pertaining to agenda items, including attachments, which are presented to the City Council in open session are available for public inspection. They may be inspected during regular business hours in the Office of the City Clerk at Vernon City Hall, 4305 Santa Fe Avenue; Vernon, California 90058, no appointment necessary, and on the City’s website at www.cityofvernon.org. Americans with Disabilities Act (“ADA”): In compliance with the ADA, if you need special assistance to participate in the meeting, please contact the Office of the City Clerk at (323) 583-8811. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Agenda City of Vernon Regular City Council Meeting Tuesday, April 17, 2018, 09:00 AM 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. ELECTION 1.City Clerk A Resolution of the City Council of the City of Vernon, California, Reciting the Fact of the General Municipal Election held on April 10, 2018, Declaring the Result and Such Other Matters as Provided by Law Recommendation: *****NOTE***** This staff report will be updated based on the results from the second Canvassing of the Votes scheduled for Monday, April 16, 2018 at 3 p.m. in Council Chambers.1 Regular City Council Meeting Agenda April 17, 2018 Page 2 A. Find that the proposed actions are exempt from California Environmental Quality Act (“CEQA”) review, because each is an administrative activity of government that will not result in direct or indirect physical changes in the environment, and therefore do not constitute a “project” as defined by CEQA Guidelines section 15378. Moreover, even if the activity in question were a project, it would be exempt from CEQA review, in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Accept the Certificate of Canvass; and C. Adopt a Resolution declaring the results of the General Municipal Election held April 10, 2018, declaring that _________ (name of successful candidate) is elected to the Office of Member of the City Council; and D. Declaring that Measure R is ________ (approved/not approved); and E. Authorize the City Clerk to deliver the Certificate of Election and administer the Oath of Office to _________ (name of successful candidate) April_10__2018_Election_Results_-_Resolution (MC rev.).docx Exhibit A - City Clerk's Certification (Not Final).pdf 2.City Clerk Election of Mayor and Mayor Pro Tempore Recommendation: A. Find that election of Mayor and Mayor Pro Tempore do not constitute a “project” pursuant to section 15378(b)(2) of the Guidelines to the California Environmental Quality Act (“CEQA”), because it constitutes an administrative activity that will not result in direct or indirect physical changes to the environment; and even if the proposed actions did constitute a project, they would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Elect one of its members as Mayor; and C. Elect one of its members as Mayor Pro Tempore. PRESENTATION 3.Human Resources Service Pin Presentation for March Recipients Recommendation: None. 2 Regular City Council Meeting Agenda April 17, 2018 Page 3 2018 Service Pin List - March.xlsx DISCUSSION AND POSSIBLE DIRECTIVES TO STAFF 4.Public Works Discussion and Possible Directives to Staff from Eco-Rapid Transit and Metro Regarding the Development of a Corridor Transit Oriented Development (TOD) Strategic Plan. Recommendation: A. Find that a presentation from the Eco-Rapid Transit and Metro regarding the development of a Corridor Transit Oriented Development (TOD) Strategic Plan is exempt from California Environmental Quality Act (“CEQA”) review, because the activity, which is purely administrative in nature, will not result in direct or indirect physical changes in the environment and therefore does not constitute a “project” as that term is defined under CEQA Guidelines Section 15378, and even if it were a project, it would be categorical y exempt from CEQA review in accordance with CEQA Guidelines Section 15306, since the presentation and requested input/guidance is for information collection purposes and will not result in a serious or major disturbance to an environmental resource; and B. Review proposed vision statements for the TOD Strategic Plan and provide input/guidance in the development of a vision statement and a City statement. 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. 5.City Clerk Claim for Damages from Marc Anthony Jose Navarro received March 29, 2018 Recommendation: A. Receive and File Claim for Damages - M. Navarro 03.29.18 6.City Clerk Claim for Damages from Mishell Edwards received on April 4, 2018 Recommendation: A. Receive and File Claim for Damages - M. Edwards 04.04.18.pdf 7.City Clerk Claim for Damages from Juan Covarubias received on April 10, 2018 3 Regular City Council Meeting Agenda April 17, 2018 Page 4 Recommendation: A. Receive and File Claim for Damages - J. Covarubias 04.10.18.pdf 8.City Clerk Minutes of the Regular City Council Meeting Held April 3, 2018 Recommendation: A. Receive and File City Council Minutes 04.03.18.docx 9.Finance/ Treasury Ratification of Warrant Registers to Record Voided Checks Recommendation: A. Ratify the following warrant registers to record voided checks: 1) Public Utilities Account Warrant Register No. 444 to record voided Check No. 512878 in the amount of $37.54. 2) Public Utilities Account Warrant Register No. 452 to record voided Check No. 513084 in the amount of $3,074.79. 2018-04-17_voided checks.pdf 10.Finance/ Treasury Approval of General Account Warrant Register No. 1492 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve General Account Warrant Register No. 1492 which totals $1,009,745.70 and consists of the following: 1) Ratification of electronic payments totaling $771,960.44. 2) Ratification of the issuance of early checks totaling $198,139.84. 3) Authorization to issue pending checks totaling $39,645.42. 2018-04-17_general warrant register.pdf 11.Finance/ Treasury Approval of City Payroll Warrant Register No. 742 Covering the Period of March 01 through March 31, 2018 Recommendation: A. Approve City Payroll Warrant Register No. 742 which totals $4,209,756.80 and consists of the following: 4 Regular City Council Meeting Agenda April 17, 2018 Page 5 1) Ratification of direct deposits, checks and taxes totaling $3,321,996.91 2) Checks and electronic fund transfers (EFT) paid through General bank account totaling $887,759.89 2018-04-17_Payroll_Warrant_Register.pdf 12.Finance/ Treasury Approval of Public Utilities Account Warrant Register No. 457 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Public Utilities Account Warrant Register No. 457 which totals $2,369,284.75 and consists of the following: 1) Ratification of electronic payments totaling $2,314,226.15. 2) Ratification of the issuance of early checks totaling $55,058.60. 2018-04-17_lp warrant register.pdf 13.Finance/ Treasury Approval of Gas Account Warrant Register No. 245 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Gas Account Warrant Register No. 245 which totals $306,176.63 and consists of the following: 1) Ratification of electronic payments totaling $295,109.98. 2) Ratification of the issuance of early checks totaling $11,066.65. 2018-04-17_gas warrant register.pdf 14.Health and Environmental Control Department March 2018 Monthly Report Recommendation: A. Receive and File. Health Department Monthly Report - March 2018.pdf 15.Health and Environmental Control Department 2018 Electronic Waste (E-Waste) Recycling Event Recommendation: A. Find that because proposed one day waste collection event at the fire station is an action taken to protect the environment and constitutes normal operations of the fire station, the activity is categorically exempt from the California Environmental Quality Act (CEQA), pursuant to CEQA 5 Regular City Council Meeting Agenda April 17, 2018 Page 6 Guidelines sections 15308 (actions taken to protect the environment), 15323 (normal operations of public facilities) and 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the scheduling of the next City of Vernon E-Waste event for May 29, 2018, at Fire Station #76 at 3375 Fruitland Ave. and related agreement with Arion Global, Inc. for e-waste pick-up and disposal services. Acceptable Items.doc Flyer announcement 2018.doc Service Agreement City of Vernon 2018.pdf 16.Police Department Vernon Police Department Activity Log and Statistical Summary for the period of March 16 through March 31, 2018 Recommendation: A. Receive and file. Police Department Activity Report - 3/16/18 to 3/31/18 17.Public Utilities Approval of Master Power Purchase and Sale Agreement and Collateral Annex Agreement with Southern California Edison Recommendation: A. Find that (a) the agreements between the City of Vernon and Southern California Edison Co. (SCE) are not in reference to a “project” subject to the California Environmental Quality Act (“CEQA”) under Guidelines section 15378 because they involve the continuing administrative activity of purchasing power and resource adequacy; and (b) even if this approval were a “project” subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and B. Approve the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement and related Amendment by and between the City of Vernon (“City”) and Southern California Edison Co. (“SCE”), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and C. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement and related Amendment; and D. Approve the Edison Electric Institute (EEI) Collateral Annex and related Amendment by and 6 Regular City Council Meeting Agenda April 17, 2018 Page 7 between the City of Vernon (“City”) and Southern California Edison Co. (“SCE”), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and E. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Collateral Annex and related Amendment. Exhibit A - EEI Master Agreement.doc Exhibit A1 - Amendment to EEI Master Power Purchase & Sale Agreement Cover Sheet (v20180326).docx Exhibit B - EEI Collateral Annex.doc Exhibit B1 - Amendment to the Collateral Annex (Paragraph 10).docx NEW BUSINESS 18.Public Works Approval of the Contract between the City of Vernon and Petrochem Materials Innovation, LLC (PMI) for the Citywide Slurry Seal, Phase V Project, CS-0804 Recommendation: A. Find that the approval of the proposed Citywide Slurry Seal (Phase V) Project at various locations along Vernon Avenue, District Boulevard, Leonis Boulevard and Alameda Street is categorically exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301, Existing Facilities, part (c), existing highways and streets, because the project is merely to repair existing streets and involves negligible or no expansion of use beyond that existing currently; and B. Approve and authorize the City Administrator to execute a contract with Petrochem Materials Innovation, LLC for the Material, Delivery and Application for the Citywide Slurry Seal (Phase V) Project, Contract CS-0804, in substantially the same form as submitted herewith, for an amount of $403,845.83; and C. Authorize a 10% contingency of $40,384.58 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. CS-0804 Agreement - Slurry Seal.pdf ORAL REPORTS City Administrator Reports – brief reports on activities and other brief announcements. City Council Reports – brief AB1234 reports, or report on: activities, announcements, or directives to staff. CLOSED SESSION 19.City Attorney 7 Regular City Council Meeting Agenda April 17, 2018 Page 8 CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation. Government Code Section 54956.9(d)(2) Number of potential cases: 1 20.City Attorney CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation. Potential retaliation claim by City employee Government Code Section 54956.9(e)(2) Number of potential cases: 1 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 12th day of April, 2018. By: ________________________________ Maria E. Ayala City Clerk 8 City Council Agenda Item Report Agenda Item No. COV-36-2018 Submitted by: Matthew Ceballos Submitting Department: City Clerk Meeting Date: April 17, 2018 SUBJECT A Resolution of the City Council of the City of Vernon, California, Reciting the Fact of the General Municipal Election held on April 10, 2018, Declaring the Result and Such Other Matters as Provided by Law Recommendation: *****NOTE***** This staff report will be updated based on the results from the second Canvassing of the Votes scheduled for Monday, April 16, 2018 at 3 p.m. in Council Chambers. A. Find that the proposed actions are exempt from California Environmental Quality Act (“CEQA”) review, because each is an administrative activity of government that will not result in direct or indirect physical changes in the environment, and therefore do not constitute a “project” as defined by CEQA Guidelines section 15378. Moreover, even if the activity in question were a project, it would be exempt from CEQA review, in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Accept the Certificate of Canvass; and C. Adopt a Resolution declaring the results of the General Municipal Election held April 10, 2018, declaring that _________ (name of successful candidate) is elected to the Office of Member of the City Council; and D. Declaring that Measure R is ________ (approved/not approved); and E. Authorize the City Clerk to deliver the Certificate of Election and administer the Oath of Office to _________ (name of successful candidate) Backgroud: On April 10, 2018, a General Municipal Election was held for the purpose of electing one (1) member to the City Council for the full term of five (5) years and to submit to the voters of the City of Vernon the following Measure: Measure R: Shall an ordinance be adopted to authorize the levy of a 6% utility users’ tax on electricity, gas, telecommunications, video and water utility services for commercial/industrial customers, with exemptions for residential services, raising a total annual amount of $11.9 million for a duration of 10 years after the effective date? As of the closing of the nomination period on January 16, 2018, at 5:30 p.m., William J. Davis and Marlene Elsa Ybarra were the only official candidates. BALLOTS ISSUED: 9 On March 15, 2018, eighty-five (85) vote-by-mail ballots were mailed. Subsequently two (2) ballots were issued to two (2) additional registered voters based on the 15-Day "Close of Registration" deadline. Of these two voters identified/added prior to the close of registration, one (1) ballot was issued as a provisional ballot to the voter; and, one (1) ballot was issued as vote-by-mail. Additionally, two (2) provisional ballots were issued on April 10, 2018 to vote-by-mail voters who came to City Hall to cast their vote, and claimed to have not received their original vote-by-mail ballots in the mail. This brings the total ballots issued by the City to eighty-nine (89). BALLOTS RECEIVED: As of 8 p.m. on April 10, 2018 forty-eight (48) ballots were received. Of the forty-eight (48) ballots received: forty-two (42) were processed for signature verification by the County; thereby leaving a total of six (6) ballots pending signature verification processing. In accordance with California Elections Code Sections 3020 and 4103, the following ballots were received via U.S. Mail: *April 11, 2018 - four (4) ballots *April 12, 2018 - one (1) ballots **Note: Pursuant to the California Elections Code Section 3020(b), vote-by-mail ballots postmarked on or before the election date and received no later than three days after the election shall be timely cast. The City may also allow ballots received on Friday, April 13, 2018 in accordance with California Elections Code Sections 3020 and 4103. However, due to the time of publication of the agenda packet, and that City Hall is closed on Fridays staff did not have the information in time for publication. The number of ballots received on Friday, April 13, 2018, if any, will be provided as an update to this staff report no later than Monday, April 16, 2018, by the close of business. BALLOTS CANVASSED: On April 10, 2018 after the close of the Election at 8 p.m. forty-two (42) ballots were canvassed. The Semi-Final results are as follows: COUNCILMEMBER SEAT William J. Davis: 24 Marlene Elsa Ybarra: 18 Undervote: 0 Overvote: 0 MEASURE R Yes: 26 No: 13 Undervote: 3 Overvote: 0 Any and all outstanding and processed ballots will be canvassed on Monday, April 16, 2018 at 3 p.m. in Council Chambers. The City of Vernon, in accordance with State elections laws has noticed the final canvassing to take place on Monday, April 16, 2018 in City Hall Council Chambers so as to account for any and all eligible vote-by-mail ballots received within this time frame. The final official election results will be announced at the City Council meeting on Tuesday, April 17, 2018. Fiscal Impact:10 None. ATTACHMENTS April_10__2018_Election_Results_-_Resolution (MC rev.).docx Exhibit A - City Clerk's Certification (Not Final).pdf 11 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON, CALIFORNIA,RECITING THE FACT OFTHE GENERALMUNICIPAL ELECTION HELD ONAPRIL 10, 2018, DECLARING THE RESULTSAND SUCH OTHER MATTERS AS PROVIDED BY LAW WHEREAS, a General MunicipalElection was held and conducted in the City of Vernon, California, on Tuesday, April 10, 2018, as required by law; and WHEREAS, pursuant to OrdinanceNo. 1201, the election was conducted entirely by vote-by-mail ballot pursuant to Section 4000, et seq., of the Elections Code of the State of California;and WHEREAS, notice of the election wasgiven in time, form and manner as provided by law; and WHEREAS, an election officerwasappointed, vote-by-mail ballots were properly sent to all registered voters, and in all respects the election was held and conducted, the votes were cast, received and canvassed, and the returns were made and declared in the time, form and manner requiredby the City Charter and the Elections Code of the State of California; and WHEREAS, the City Clerk canvassed the returns of the election and has certified the results to the City Council, which certification and results are received, attached and made a part heretoas Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1:The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2:The City Council of the City of Vernon finds 12 -2 - that this action is exempt from California Environmental Quality Act (CEQA)review, because it is an organizational or administrative activity of government that will not result in direct or indirect physical changes inthe environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378. Moreover, even if the activity in question were a project, it would be exempt from CEQA review, in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have asignificant effect on the environment. SECTION 3:One (1) voting precinct was established for the purpose of holding said Election, consisting of the regular election precinct in the City as established for the holding of State and County elections. SECTION 4:The whole number of vote-by-mail voter ballots legally cast in the City for the General MunicipalElection held on April 10, 2018, was ___,with ___provisional ballotscast. SECTION 5:Thenames of the persons voted for at the General Municipal Election for the office of member of the City Council, in order as they appeared on the official ballot, are as follows: William J. Davis Marlene Elsa Ybarra SECTION 6:The following are declared to be the results of said General Municipal Election for the office of member of the City Council: William J. Davis ___votes Marlene Elsa Ybarra ___votes 13 -3 - Section 7:The City Council of the City of Vernon hereby declares that ,was elected as member of the City Council for the full term of five (5) years. SECTION 8:The City Clerk shall immediately make and deliver to the person so elected a Certificate of Election signed by the City Clerk and authenticated. SECTION 9: The City Clerk shall also administer to the person elected the Oath of Office prescribed in the Constitution of the State of California and shall have them subscribe to it and file it in the Office of the City Clerk. The person so elected shall then be inducted into the respective office to whichhe/shehasbeen elected. SECTION 10:The measure voted upon (Measure R) at the April 10, 2018, General Municipal Election was as follows: MEASURE R: Shall an ordinance be adopted to authorize the levy of a 6% utility users’ tax on electricity, gas, telecommunications, video and water utility services for commercial/industrial customers, with exemptions for residential services, raising a total annual amount of $11.9 million for a duration of 10 years after the effective date? YES NO SECTION 11:The number of votes given in the one voting precinct in the City for and against the measure are as listed in Exhibit A attached hereto. 14 -4 - SECTION 12:The City Council does declare and determine that,as a result of the General Municipal Election, a simple majority of the voters voting on Measure Rdid[did not]vote in favor of the measure, and the measure was carried[was not carried], and shall [not]be deemed approved and adopted. SECTION 13:The City Clerk shallenter on the records of the City Council of the City, a statement ofthe result of the election, showing: (1) The number of ballotscast in the City; (2) The names of the person voted for; (3) For what office theperson was voted for; (4) The number of votes given to the person; (5) The measures voted upon; and (6) The total number of votes given in the City for and against the measures. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / 15 -5 - SECTION 14:The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, of the City of Vernon shall cause this resolution and the City Clerk’s certification to beentered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of April, 2018. Name: Title: Mayor / Mayor Pro-Tem ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney 16 -6 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. _______, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, , and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of April, 2018, at Vernon, California. Maria E. Ayala, City Clerk (SEAL) 17 EXHIBIT A 18 Page 1 of 2 EXHIBIT A-1 CITY OF VERNON – GENERAL MUNICIPAL ELECTION HELD APRIL 10, 2018 CITY CLERK’S CERTIFICATION OF CANVASS I, Maria E. Ayala, City Clerk of the City of Vernon, County of Los Angeles, State of California, do hereby certify that I have canvassed the returns of the General Municipal Election held on April 10, 2018, and find that the number of votes cast were as follows: Total Registered Voters: 87 Ballots Received: Total Votes Cast: Turnout: Councilmember Seat William J. Davis Marlene Elsa Ybarra Undervotes Overvotes April 10, 2018 (Semi-final Canvassing) 24 18 0 0 April 16, 2018 (Final Canvassing) Total Votes Canvassed ________________________________ Maria E. Ayala, City Clerk Dated: 19 Page 2 of 2 EXHIBIT A-2 CITY OF VERNON – GENERAL MUNICIPAL ELECTION HELD APRIL 10, 2018 CITY CLERK’S CERTIFICATION OF CANVASS I, Maria E. Ayala, City Clerk of the City of Vernon, County of Los Angeles, State of California, do hereby certify that I have canvassed the returns of the General Municipal Election held on April 10, 2018, and find that the number of votes cast were as follows: Total Registered Voters: 87 Ballots Received: Total Votes Cast: Turnout: Measure R YES NO Undervotes Overvotes April 10, 2018 (Semi-final Canvassing) 26 13 3 0 April 16, 2018 (Final Canvassing) Total Votes Canvassed ________________________________ Maria E. Ayala, City Clerk Dated: 20 City Council Agenda Item Report Agenda Item No. COV-43-2018 Submitted by: Matthew Ceballos Submitting Department: City Clerk Meeting Date: April 17, 2018 SUBJECT Election of Mayor and Mayor Pro Tempore Recommendation: A. Find that election of Mayor and Mayor Pro Tempore do not constitute a “project” pursuant to section 15378(b)(2) of the Guidelines to the California Environmental Quality Act (“CEQA”), because it constitutes an administrative activity that will not result in direct or indirect physical changes to the environment; and even if the proposed actions did constitute a project, they would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Elect one of its members as Mayor; and C. Elect one of its members as Mayor Pro Tempore. Backgroud: Chapter 3.5 of the Vernon Municipal Charter requires the City Council to elect a Mayor at this meeting: "At the Council meeting at which any Council member is installed following a regular municipal election, ... the City Council shall meet and shall elect one of its members as Mayor. The Mayor shall be the presiding officer of the City Council. The Mayor shall be a member of the City Council for all purposes and shall have all the rights, powers and duties of a member of the City Council in addition to those powers and duties conferred upon the Mayor by virtue of his or her office. The Mayor shall be the official head of the City for all ceremonial purposes. The Mayor shall perform such other duties consistent with the Office of Mayor as may be prescribed by this Charter or as may be provided by the City Council...." Chapter 3.6 of the Vernon Municipal Charter similarly requires that the City Council select a Mayor Pro Tempore at this meeting: "At the time that a Mayor is selected, the City Council shall also designate one of its members as Mayor Pro Tempore. The Mayor Pro Tempore shall serve in such capacity at the pleasure of the City Council and may be removed by a majority vote of the members of the Council. The Mayor Pro Tempore shall perform the duties of the Mayor during the Mayor's absence or disability." Fiscal Impact: None. ATTACHMENTS 21 City Council Agenda Item Report Agenda Item No. COV-49-2018 Submitted by: Veronica Avendano Submitting Department: Human Resources Meeting Date: April 17, 2018 SUBJECT Service Pin Presentation for March Recipients Recommendation: None. Backgroud: 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 Vernon. Fiscal Impact: None. ATTACHMENTS 2018 Service Pin List - March.xlsx 22 MARCH ANNIVERSARY EMPLOYEE'S NAME DEPARTMENT TITLE D.O.H YEARS Paul Cerda Jr.Police Police Officer 3/29/1998 20 Phillip M. Swinford Police Police Officer 3/17/1998 20 Gabriel Aldrete Public Utilities Sr. Water Maintenance Worker 3/10/2003 15 Alexy Escobedo Police Police Officer 3/10/2008 10 Rafael Lando Police Police Officer 3/24/2008 10 Cindy Gaytan Finance Risk Management Assistant 3/11/2013 5 Zaynah N. Moussa City Attorney Senior Deputy City Attorney 3/18/2013 5 2018 SERVICE PIN LIST 23 City Council Agenda Item Report Agenda Item No. COV-44-2018 Submitted by: Anthony Zarate Submitting Department: Public Works Meeting Date: April 17, 2018 SUBJECT Discussion and Possible Directives to Staff from Eco-Rapid Transit and Metro Regarding the Development of a Corridor Transit Oriented Development (TOD) Strategic Plan. Recommendation: A. Find that a presentation from the Eco-Rapid Transit and Metro regarding the development of a Corridor Transit Oriented Development (TOD) Strategic Plan is exempt from California Environmental Quality Act (“CEQA”) review, because the activity, which is purely administrative in nature, will not result in direct or indirect physical changes in the environment and therefore does not constitute a “project” as that term is defined under CEQA Guidelines Section 15378, and even if it were a project, it would be categorical y exempt from CEQA review in accordance with CEQA Guidelines Section 15306, since the presentation and requested input/guidance is for information collection purposes and will not result in a serious or major disturbance to an environmental resource; and B. Review proposed vision statements for the TOD Strategic Plan and provide input/guidance in the development of a vision statement and a City statement. Backgroud: The West Santa Ana Branch Transit Corridor connects distinct communities that share a common desire to provide safe, walkable and compact neighborhoods around their station with a mix of uses that builds on the unique character of each station area and results in equitable, sustainable, interdependent economic vitality. City staff has been working with Eco-Rapid Transit and Metro to develop a Corridor Transit Oriented Development (TOD) Strategic Plan. Over the last several months, multiple meetings have been held with stakeholders. Subsequently, vision statements have been drafted. Eco-Rapid Transit is now tasked to review the project and statements with each city. This will give cities, including the Vernon City Council, an opportunity to review and be involved in the early development of the plan. As part of this process, Eco-Rapid Transit and Metro will present an overview to the City Council and provide the Council an opportunity to participate and assist in the development of a vision statement and a City statement. The Eco-Rapid Transit Board has met with City staff and is now seeking guidance from the City Council. Fiscal Impact: None. ATTACHMENTS  24 CLAIM FOR DAMAGES TO PERSON OR PROPERTY Give address to which you desire noticemmunications to be sen RESERVE FOR FILING STAMP CLAIM No. rffin1'r where ' ffi:i;i* E: - hffi9.r! isi F, " Ei" I u, : \dd [' r "LA ! 0o s r INSTRUCTIONS1 Claims for death, injury lo person or to personal property must be filed not later than six (6) months afrer the occurrence. (Gov. Code Sec 91 12)2. Claims for damages to realproperty must be filed not later than one (1) year after the occunence. (Gov. Code Sec 911.2)3 Read entire claim before filing.4. See page 2 for diagram upon which to locate place of accident5. This claim form must be signed on page 2 at bottom.6 Attach separate sheets, if necessary, to give tull details. SIGN EACH SHEET7 Claim must be filed with City Clerk. (Gov Code Sec. 915a) 40c rn '-in7ianu- &. What causingthe injury or damage, if known: oTOMISSION doyouclaim causedthe injury ordamage? Givenamesof Cityemployees, if any, PGr hoie erar(lo) VvhatAMOUl computation: Wf;A[[tt # ""fi "g""fi i,x.' " ffi"usiiit'- "'tii; do youdaimofeach item of injury ordamage asoldate of presentation ofthisclaim. givingbasisof $ tqi oz , C.6IoB Dzrl nrtrt$llb.o7,CI(.t d tfshllonon. TIMATED AMOUNT as faras known you claim on account computation ^ each item of Drosoective iniurv or Affail : 2s so lLll.Zl S4rr. S a.merl[rt- 0+ ttutrn. 25 \tGre you insured at the tirne of the incident? lf so, provide narne Expenditures made on account of accident or lojury: (Q(9 ltt Expenditures ,j^Nm made on account of accident or lojury: 4 tq r , sZ. otlx Name and address of Witnesses, Doctors and Hospitals For all accident claims place on following diagram names of streets, including North, East South, and West indicate place of accident by "X" and by showing house numbers or distances to slreet comers lf City.Vehicle was lnv-olved, designate by letter'A" location of City vehicle when you frrst saw it,and by "B" location ofyourselforyour vehrcle when you first saw City vehrcle; loc€tion of City vehide al time of accident by'A-1"and location oI yourself or yourvehicle at the time of accident by "8 1" and the point of lmpdct by "X " NOTErlf diagrams do not fit the situation, attach herelo a proper diagram signed by clairnant. FOR AUTOMOBILE ACCIDENTS L) t_l L 7 i\V7 Fn Riurl.r&i CUFE 1 that the Ltoru ft+h^l J lrlitvur' PEN CODE SEC 72) CLAIMS MUST AE FILEOWTftI CI|.Y CLERK (GOV CODEACTION BY THE CIT'Y OFTHIS CLAIMWTHIN 45 DAYS OF FILINGTHEN THE 5 =et ls 26 ugf,^%ELA 2025 S. FIGUEROA ST. LOS ANGELES, CA 9OOO7 t213t 477 -1800 WHOLESALE DIRECT LINE (2131 477-1842 w w w.m otorvillagela. com CHRYSLER. DODGE. JEEP . RAM all wananiias, ohher express or implied, i(ctudiog any implied waranties ol m€rchantaulity or fitnaas loa a panicular purposer and n€nh6, a3!uma! nor ssthorizes any oth€a p6rson to assumc lor ii any lilbility in connection with rhe 'ah ol thb pan(sl andror seMco, guyer sha[ nd ba anthl€d to recoyEr lrom th€ soltine deelar any consoquaniel damag€s, damages lo, propany, d6mag6s tol los! of uso, loss ot timc, loss ol profiB, or incom€, or any oth€r inck antal damEges. ln addhion, axprelily.xcluded is aoY dsaler liabilitY or clotscis genaining to ssrety or portormanc. by way of 'Sr,'icr Liebttity,' n6gtigence or oth€rwise 169934 ELECTRICAL, SPECI,AL ORDER PARTS ARE NOT RETURNABLE POSITIVELY NO REFUNDS OB EXCHANGES WTHOUT THIS DOCUMENT. ALL SPECIAL ORDERS MUST BE PAIO FOR IN ADVANCE AND ARENON.RETURNABLE. NO REFUNOS AFTER 5 DAYS - 20% RESTOCKING CHARGES ON ALL BETURNS. ABSOLUTELY NO RETURNS ON ELECTRICALPARTS, PAINTED SHEET METAL, TORN, DEFAC€D OR OPENEO PACKAGING. NO CASH REFUNDS. DATE ENTERED 28 MAR 1€ rOUR OBDER NO.DATE SHIPPED 28 MAR 18 INVOICE OATE rNvolcENUMBEB L69934 TrME:10:14 ACCOUTIT NO.99991- MARC ANTHONY iIOSE NAVARRO NAVARRO, ANTHONY .]OSE PAGE OFs H I To o L o T o 725135.48 32'/C WHEEL l URS-7:0OAM-5PM YOU FOR YOUR STORE WEBSITE-www.moi -FRI 8AI4-4PM SAT, FRANCISCO, , & EI{RIQUE 105.00 71a44 Qaz, &oatrcoo,! 27 tr* rur.* ,2t5 S tIAf-En. urS iol.ts. tn sa2l3-in-tfr6*5tZtE r.hfrt l0: .Sa666t2ru32 lFL l0: lf Sale wlO I$ Enivllffi:tind W8 1ft15:S rl ffi10 fir h*: $1513 rrd: hlin 8atdil: fl1277 O6t6- CorItflt( Y r!ulf gn! u6.0irtal: 28 American Tire Depot Downey 8041 Fimsbne Blvd PAGE 1 DOWNEY,CA 9(124, (562)E62€92s Coate Dets: 03r2U18 ll:09:52 Cult nrrlD: 0t3tm8!C5 Year 15 DaE/].me: o328r18 11:t5:,aol{frr: I n Maks; Fial Work fficr t 31403A(!dle3s: t odcl: 500 c Pop lnrci:c t '13'l01illt59 AddrBs 2: Lic tlo: TfRtfr1 City.Strb,Zip Code VIN: EIrlail Addrela: n H,ornG Phono: ( Color PO Numbs: Wo Phooe: 0 Engine: L+13O6cc{3ci Fl€€i^rlrhol6sabr N Oih€. Phone: 0 - Milssge ln: 21973 Tax EEfipt t: Ieag€ oln: 24973 EPAI: cALqxX{x356 BAR #: ARm8O633 Salesperson: A. Garcia SarYico cq renb: REC REPI-^CII{G FROTiT SIRUTS DTJE TO R'F LEAIOIG nrB lnbmation TIRE PRESSURE: tf 3l RF 35 LR 35 RRll SPARE g TREAD DEPTH: LF l_82 RF !r32 LR l-r32 RR iR2 SPARE gB2 BRAXE mD THICKXESS: LF _ RF _ LR _ RR _ REVISED ESTIIAIE AUTHOR NOUSI: AUTH 8Y CONTACT, MARC NAVARRO ADD AMT REV EST. 25 50 25 50DATE: 012&18 TIME: '11:l4AM PREVIOUS ESTi 00O Wolk Auihorizod: TIRE Parts Lebor Total Tl.r lirllad,on: t{o( Avatable To.q,r: Nd Avalabb LABOR - TIRE1LT MOUNTAND BALANCE R-/F TIRE ONTO NEW WHEEL 0.m 20m 20.00 5.(x) o.@ s 001 WTD8918 " Customor lryblE To Dlscard Old Parts CREDIT CARO r: D0q-)OUX-XXXX{186 APPROVALt:DEBITTICKET' : APPLABEL: US OEBIT AID: 40000000980840 TVR 80800{sm IAD: (E010403402m TSI:6EO0 ARQC: 5a61 2'lilA7A619E87 ARC: 00 CVll: P 21060 TPi'S SNAP IN VALVE VS95O SEE NEXT PAGE Thanks br you. busineBs INVOICE INVOICE AriEdcan Tile Depot Downey llWOlCE ltWOlCE 29 American Tire Depot Downey 8041 Firestone Blvd PAGE 2 DOWNEYCA 90241 (s62)862-992s Clntnlor lO: O13t068es[.me: IARCMVARROAddress: Hornc Phono: ( Wb Pnono: 0 - othcrPhon: 0- Tax Erempi t SalBF.son: A. Garcia qBl. lart t RFR Loc DGcddon Year: 15Make Fiatiiodel: 500 c Pop Lic No: 7TPU261 VIN: ColorErEire: L+l36Eco{3cj Flcct/Wholcale: N Mibage ln: 24973 Mileage Out 21973 Ceate Oate. 03f2U18 11:m:52Date-/Time: 03f2&1811:15:/t6 Wort Order *: 31403 lnvo|i> *: '131014559 EmailAddr6s: FO Numb€r: EPA# CA1000404356BARI: ARD28633 Parls Labor Total Thank you fo, your PAY AfTOUNT PARTS TOTALbuCtEss. DEBIT 25 50 SALES TAX LABOR TOTAL ALL PARTS ARE NEw UNIESS TECH| (xx745-o.m CARLOS E GMND TOTAL OTHER1IVISE SPECIFIED Thanks for your business INVOICE INVOICE Amercan Tire Oepot Do*ney ltWOlCE INVOICE 5.00 050 20 00 25 50 30 7 - * a ) ) I .-. o {j. t 31 t -=: . -*:.{- r :-'J1{J+'€-->-.-_-_- -rc__r -_-).r- :- =- - -: , T 32 T I .l--ri" .\_ c \ * -,..t t 33 CLAIM FOR DAMAGES TO PERSON OR PROPERTY INSTRUCTIONS Claims for death, iniury to person or to personal property must be filed not later than six (6) months after the occurrence. (Gov. Code Sec.9112) Claims for damages to real property musl be filed not later than one (1) year after the occurrence. (Gov. Code Sec.91'l.2) Read entire claim before filing. See page 2 for diagram upon which to locate place of accident This claim form must be signed on page 2 at bottom. Attach separate sheets, if necessary, to give full details. SIGN EACH Claim must be filed with City Clerk. (Gov.Code Sec. 915a) TO: CITY OF Di.Zt*ztx RESERVE FOR FILING STAMP CLAIM No. 1. 2. 4.56 7. of Claimant Citv and St,/B*r;, u Z/"zt/tf ar f'ry24 on reverse side ofthis sheet. where YiZrt a,gr lfuntDzt/,/ A//& When did DAMAGE or INJURY Give full particulars, date, time What particularACT or OMISSION doyou claim caused the iniury ordamage?Give namesof Cityemployees, if any, 2EP .&2q?// ft Ff";))Y'D)?'*"Hff)YY'fr lur P/r' /zrz. ltto,tiW") Give address to which you desire notices or communications to be sent regarding this claim: What DAMAGE or INJURIES do you claim resulted? ,^7 Pt4z// t*a// Tzzg Give full extent of injuries or damages claimed:.2ztz4y'ul Plf€D WhatAL4OUNTdo youclaimof each item of iniury ordamageasof dateof presentationof thisclaim, giving basisof computation: $.2e4 yz /a4cqr 2//iatz) Give ESTIMATED AMOUNT as farasknownyou claim on account of each item of prospective injury ordamage,giving basisof computation:,/ 224r'7 COU CITY CLERIrS OFFICE RICEIUED flPR,S18 prlt:34r4S 34 Were you insured at the time of the incident? lf so, provide name of insurance company, policy numbers and amount of insurance payments received: /O Expenditures made on account of accident or lnjury: (pate - ltem) {:ftam t*fy''(Amount) Name and address of Witnesses, Doctors and Hospiials: z^/c READCAREFULLY For all accident claims place on following diagram names of streets, including North, East. South, and West: indicate place of accidenl by "X" and by showing house numbers or distances to street comers. lf City Vehicle was lnvolved, designate by lener"A" localion of City vehicle when you first saw it,and by "8" locadon of yourself or your vehicle when you first saw Cityvehicle: location of City vehicle at time of accident by'A-1'and location of yourself or your vehicle al the time of accident by "8 1' and the point of lmpact by'X." NOTEIf diagrams do not fit the situation, aftach hereto a proper diagram signed by claimanl. FOR AUTOMOBILE ACCIDENTS LLI L- 7i\V /ztZazt-- ct. PEN. CODE SEc 72) CLAIMSMUSTBE FILEDWITH CITY CLERK (GOVCODE SEC.915a). STATE LAW PROVIDES THAT lF YOUARE NOT NOTIFIEO OFANY ACTION BY THE C ITY OF THIS CLAIM WITHIN 45 DAYS OF FILING THEN THE CLAIM IS DEEMED DENIED ISEE GOV. CODE SEC, 911 6 & 912 4) W that the 35 4t3t2018 Mishell Edwards_# o2_Tire Blow-out (03.27.2018 al 5.18AM).jpg https://mail-google.com/mail/u/0/#inbor'l628df1e9502bcf1?projector=1&messageParild=0.'l 111 rf- | >) ,\ r 36 Webb's Auto and Truck Servlces 2146 South Atlantic Blvd. Commerce, CA. 90040 Phone: 323-268-1266 Fax: 323-26&1287 tNvotcE 18185 BAR*ARDOO2361 29 EPA#000065203 Dale': O3!2l2o18lnvoice from MICHELLE Work ComplBted : O3f272o1a Lic # : 31817 (e1cr) odometer ln : 31815 I Number WHEELVVEIGHT WV TIRE DISPOSAL FEE TD MICHELIN ENERGY SAVER A,/T DOT #M338000(4'117 Size: 215l50iR't 7 11674 1.50 l.5o 3.50 3.50 190.69 190.09 Ext Labor 1.00 1.00 1.ff) TIRE INSPECTION CUSTOMER REQUESTS TIRES BE INSPECTEO TIRE MOUNTiSALANCE MOUNTAND BALANCE TIRE I Dbcount I 10.0tr/6 ofr parls, '10.0096 off lsbor Sg =s ilEs J' *EE-=Esebl -- -- -- =a=7=Egs=E -eF6st Es- *NEHE," .E 3ilH r 'E E="iY IE fr:E* -€ :Eits+J118 0ll= F €agE =:! E Org, Estimate Ol3coune -23. subTotet -- 2o7-. Tar '17 I PN' nl. . \nr .l22aat I V€hicle Recelved: 3,22201 6 h€Bby grent yuJ and/or your Gmplrry€Ga pcfl slbn b opareto lho c€r or lrucl( horoh wttrirE _aays of Ure Oife jrom sbove, untoredt cimpllcatons n-ot wlthslandlng. ll I ctlo6€ not to auttbdz€ recommanded rp6l6. lh€ orolnel degnoodc cherge wtll bo 6pdled. aeem n;;sary. cusrouenecxxouteodes necrepr orAcopvHEREoF. suBlEcr ro coNoiTloNs oN REVERSE slDE oF THls coxrRAcr. PLEASE REAo ALr mRTsrnE NEw uNtsss S.EGFTED orHERwsE ALL pARsr REMo\rED wu BE oscARD€D ut{LEss oTHERWSE NsrRucreo-seGf,orscmo -3/-z//zu.>[ Visit us on the Mti :s e N I c c @w e bb s. uto a n dt ru ck. com S&lr. A.M$r i Rood, OrI, T.dr :Pag6 1 of 1 CrprrtH (c) 1016 lildxl FLpdr k16.iYlllhn C.mp.t]y, Ltc hin etsl7d 37 Mishell Edwards_# 0'1_l rre Blow-out (03.27.2018 at 5 18AM)jpg https://mail.google.com/maiUu/o/#label/Mishell+Edwards/16271e0416c3c353?projector= 1&messagePartld=0.1 l -ffi \i RtSs 1t1 38 Webb's Auto and Truck Services 2146 South Atlantic Blvd. Commerce, CA. 90040 Phone: 323-268-1266 Fax: 323-268-1287 INVOICE 18185 Work Completed : O3|27DO18 BAR ARD@236129 EPA#000055203 Da!€: 0312712018 EDWARDS, MICHELLE 2017 Chevrolet - Volt Premier - 1.51, ln-Line4 (91C|) VIN(s) Lic # : 31817 Odometer ln: 31815 I Number WHEELWEIGHT vt/t/ IIRE DISPOSAL FEE TD MICHELIN ENERGY SAVER A/T DOT #M338000(4 117 Size: 2195UR17 11674 1.00 1.00 1.00 1.50 ,. uo 190.69 1.50 3.50 190.69 Ext Labor TIRE INSPECTION CUSTOMER REQUESTS TIRES BE INSPECTED TIRE MOUNT/BALANCE MOUNTAND BALANCE TIRE I Discount I 1o.ocPlo ofi parts, 10.00/o ofi labor 3Besi*s at -.: SsI-rnts -= r: =a =1EE-a sf =--5a{ +r+Ar .3+ e i-.9ts0r--d =a !l ={}a=B.jE ; -E= *$== == F a.=& ==== lrg. Estimate 249.41 Current Estimate 249 4l 'Pavm€nt! -vi.a -324.471 Parts Discount: SubTotal: Tax:17 Total: Bal Due: Customer Number: 5403,/ehrcle Received 3/271201 8 I hereby aufnorize he above repair work to be done along wilh the necessary matedal and hereby grant you andor ),our empl(ryees pemission to operate the aar or trUcX heEln describ€d on sfeet highways or etsa,here for the pueose to te€ling an<Uor inspecton. ln the even of a teadorrn br inspeaton. I unde6tand that my vehide will be Fassebled deem ne.essa.y. cusrouenlcliltow-EocEs RECTEFT oF A COPY HEREOF. SUBIECTTO CONOrIDNS ON REVERSE SIDE OF THIS CONTRACT. PLEASE READ REVERSE SIDE. NEw uNLEss spEcrFrED oTHERWSE ALL eARST REMovED wLL BE DrscARDEo uNLESS oTHERWSE rNsTRucreo-s^rdlorscano 3/zv/zusz \rsit us on the u,6b 'Our Email AddEss: seMice@bsautoandtuck.@rn cayrigrt (c) 2ora Mid|6rl R6pair ln dliEtdl Cdpany. LLC hrhrE9l5rTdSdrc€ Mvisor Ro.d, Da.'€, Webbsauloandtruck com Page 1 of 1 lnvoice from 39 413/2014 i Romeo Systems, lnc. Mail - Vemon/Bandini Pothole Click to Download tMG 9724.MOV 0 bytes Warmest Regards, Mishell Edwards Steven Vera <stevenvera@romeopower.com> Thu, Mar 29, 2018 al ll:25 AM To: VRodriguez@ci.vemon.ca.us Cc: Mishell Edwards <mishell@romeopower.com> Good Moming Vince Rodriquez, I am sending this information is reference lo my co-worker Mishell Edwards Road Hazard. I am attaching the video of the pot-hole, (2) photos of her tire damage (1) tire repair receipt. Mishell Edwards (415) 933{933 mishell@romeopower.com - Forwarded message - From: Rodriguez, Vlnce <VRodriguez@ci.vemon.ca.us> Date: Thu, Mar 29, 2018 at 5:13 AM Subject: Request To:'mishell@romeopower.com" <mishell@romeopower.com> Cc: "Melendez, Lissette' <LMelendez@ci.vemon.ca.us> Good Moming, Can you please give me a callto discuss your incident. lwould like to pinpoint the exact location. Thank you. Nature of the Problem: Pot Holes or Street Maintenance Brief Description: 0312812018 At 5:18 A.M., I was taking exit 178 from the 710 North, as lwas exiting on the far right late onto Bandini Blvd. under the underpass there is a very large pothole, that gave me a a gash into my tire. Location: Exit l78 from the 710 North, as I was exiting on the far right late onto Bandini Blvd. under the underpass Vincent A. Rodriguez Pro.iect Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583€811 x220 CONFTDENTIALITY OTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contaln confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for dellverlng lt to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. lOuoted text hiddenl https://mail.google.com lmaillulDl?ui=2&lk=77c7b07280&lsver=A8g5Xln1WA8.en &view=pt&search=inbox&th=162878bK|e294e06&siml=16271e0416c3c353&siml. 40 413t2018 Romeo Systems, lnc. Mail - Vemon/Bandini Pothole AROMEO POWER TECH NOLOGY Mishell Edwards <mishell@romeopower.com> Vernon/Bandini Pothole 8 messages Mishell Edwards <mishelledwards@gmail.com> To: Mi Jung Edwards <mishell@romeopower.com> Download Attachment Available until Apr 28, 2018 Click to Download tMG 9724.MOV 0 bytes Warmest Regards, Mishell Edwards Thu, Mar 29, 2018 at 6:09 AM Mishell Edwards <mishell@romeopower.com> To: Steven Vera <stevenvera@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY Thu, Mar 29, 2018 at 10:53 AM trEE@E@ louot€d len hiddenl httso:/mail.google.corrnlE,vunnui=2&ik=Ttc7 bO728O&jsver-A8gsxn l WA8.en.&view=pt&soar.h=inbox&th=1 62878bf9e294c06&simF 1 627'l e(X 1 6c3c353&siml. 41 4BnO18 3 attachments Romeo Systems, lnc. Mail - Vemon/Bandini Polhole Mishell Edwards_# 01-Tire Blow{ut (03.27.2018 at 5.18AM)ipg 91K Mishell Edwards_# 02_Tire Blow-out (o3.27.2018 at 5.184M).ipg 116K Mishell Edwards_# 03_Tire Blow-out Receipt (03.27.2018 at 5.18AM).pdf 81K Mishell Edwards <mishell@romeopower.com> To: zachary.edwards@ff.com, Mishell Edwards <mishelledwards@gmail.com>, A Zach A Opu <matthew_logan69@hotmail.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOOY Thu, Mar 29, 2018 at 11:29 AM trgE@E@ - Forwarded message - From: Steven Vera <stevenvera@romeopower.com> Oate: Thu, Mar 29, 2018 at 1'l :25 AM Subiect: Fwd: Vemon/Bandini Pothole louoted texl hiddenl 3 attachments 42 4t312018 Romeo Syslems, lnc. Mail - Vemon/Bandini Pothole Mishell Edwards_# 0'l_Tire Blow-out (03.27.2018 at 5.18AM).ipg 91K Mishell Edwards_# 02_Tire Blow-out (03.27.2018 at 5.l8AMUpg 116K Mishell Edwards_# 03_Tire Blow-out Receipt (03.27.2018 at 5.184M).pdf 81K Rodrlguez, Vince <VRodriguez@ci.vemon.ca.us> To: Steven Vera <stevenvera@romeopower.com> Cc: Mishell Edwards <mishell@romeopower.@m> Hello, I need to determine if the pothole is in our right-of-way or Caltrans. Thank you. Vinc€nt A. Rodriguez Project Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583{811 x220 Thu, Mar 29, 2018 at 11 :38 AM From: Steven Vera Imailto:stevenvera@romeopower.com] Sent: Thursday, March 29, 2018 11:26 AM To: Rodriguez, Vince Cc: Mishell Edwards Subiect: Fwd: Vernon/Bandini Pothole louoted ten hiddenl IQuoted text hiddenl https://mail.google.com lmaillul0l?ui=2&ik=77 c7b07280&jsve.=A8g5Xln 1 WAO.en. &view=pt&search=in box&th= 1 62878b8e294e06&siml= 1 627'l 6041 6c3c353&siml= 43 4131201a Romeo Syslems, lnc- Mail - Vemon/Elandini Pothole Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 al 12:02 PM To: "Rodriguez, Vince" <VRodriguez@ci.vemon.ca.us>, Mishell Edwards <mishell@romeopower.com> Cc: Steven Vera <stevenvera@romeopower.com> Hl Vince, Yes, I believe that the pothole is in our right-of-way or Caltrans. I checked today and the Pothole has been filled. O3129/20t8 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY trEE@E@ IQuoted len hiddenl Rodriguez, Vince <VRodriguez@ci.vernon.ca.us> To: Mishell Edwards <mishell@romeopower.com> Mon, Apr 2, 2018 at 10:38 AM Hello Mishell, Please go to our website to submlt a claim for damage (steps - I want to.....fi|| out...a claim form). Thank you. Vincent A. Rodriguez Project Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583-881'l x220 From: Mishell Edwards Imailto:mishell@romeopower.com] Sent: Thursday, March 29, 2018 12:02 PM To: Rodriguez, Vince; Mishell Edwards Cc: Steven Vera subiect: Re: Vernon/Bandini Pothole https://mail.google.com lmaillul012ri=2&ik=77c7b07280&jsver=A8g5Xln 1WA8.en &view=pt&search=jnbox&th=162878bfge294e06&siml=16271e0416c3c353&siml. 44 4t3t2014 Romeo Systems, lnc. Mail - Vemon/Bandini Pothole [Ouoted text hidden] lQuoted text hidden] LI LI LI LI LILI - Forwarded message - From: ishell Edwards <mishelledwards@gmail.com> Date: Thu, Mar 29, 2018 at 6:09 AM Subject: Vemon/Bandini Pothole To: Mi Jung Edwards <mishell@romeopower.com> Download Attachment to Download rMG 9724.MOV 0 bytes Warmest Regards, Mishell Edwards https://mail.google.com lmalllunnui=2&ik=77c7b07280&jsver=A895Xlnl WA8.en.&view=pt&search=inbox&th=162878bfge294e06&siml=16271e0416c3c353&siml' 45 4Bt2O'|.8 Romeo Systems, lnc. Mail - Vemon/tsandini Polhole Hl Mnce, Yes, I b€lieve that the pothole is in our right-of-way or Caltrans. lchocked today and the Pothole has been filled. 03/2912018 MISHELL EDWARDS Superuisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com [Ouoled lext hidden] lQuoted text hiddenl lQuoted text hiddenl Mishell Edwards <mishell@romeopower.com> To: Dave Cepeda <dave@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY Mon, Apr 2, 2018 at 11 :08 AM trEE@E@ lQuoted ten hiddenl https://mail.google com lmaillul0l?ni=2&ik= / l c7b07280&jsveFA8g5Xlnl WAS en.&view=pl&search=inbox&th=162878b€e294e06&siml= 16271e0416c3c353&siml. 46 Romeo Systems, lnc Mail- Vemon/Bandini Pothole AROMEO POWER TECH NOLOGY Mishell Edwards <mishell@romeopower.com> Vernon/Bandini Pothole 8 messages Mishell Edwards <mishelledwards@gmail.com> To: Mi Jung Edwards <mishell@romeopower.com> Download Attachment Available until Apr 28, 2018 Warmest Regards, Mishell Edwards Thu, Mar 29, 2018 at 6:09 AM Click to Download tMG 9724.MOV Mishell Edwards <mishell@romeopower.com> To: Steven Vera <stevenvera@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY Thu, Mar 29, 201 8 at 10:53 AM trg@@@@ [Quoted text hiddenl htFsJ/mail.google.com lmailh.tnnui=2&ik=77c7bo728o&jsveFAggsxlnlWAS.en.&view=pt&search=inbox&th=162878bfi),s294€06&slml=1627'1e0416c3c353&siml= 47 4t3t2014 Romeo Systems, lnc Mail - Vernon/Bandini Pothole Click to Download tMG 9724.MOV 0 bytes Warmest Regards, l\.4ishell Edwards Steven Vera <stevenvera@romeopower.com> Thu, Mar 29,2018 at 11:25 AM To: VRodriguez@ci.vemon.ca.us Cc: Mishell Edwards <mishell@romeopower.com> Good Moming Vince Rodriquez, I am sending this information is reference to my co-worker Mishell Edwards Road Hazard. I am attaching the video of the pot-hole, (2) photos of her tire damage ('l ) tire repair receipt. Mishell Edwards (41s) 933{933 mishell@romeopower.com - Forwarded message - From: Rodriguez, Vinc6 <VRodriguez@ci.vemon.ca.us> Date: Thu, Mar 29, 2018 at 5: 13 AM Subject: Request To: "mishell@romeopower.com" <mishell@romeopower.com> Cc: "Melendez, Lissette" <LMelendez@ci.vemon.ca.us> Good Moming, Can you please give me a call to discuss your incident. I would like to pinpoint the exact location. Thank you. Nature of the Problem: Pot Holes or Street Maintenance Brief Descdption: 03/2812018 At 5:18 A.M., lwas taking exit 178 from the 7'10 North, as lwas exiting on the far right late onto Bandini Blvd. under the underpass there is a very large pothole, that gave me a a gash into my tire. Location: Exit 178 from he 710 North, as I was exiting on the far right late onto Bandini Blvd. under the underpass Vincent A. Rodriguez Pro.iect Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583-8811 x220 COt{FIDEI{THLITY NOTICET This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responslble for delivering it to the intended recipient, you are hereby notified that any disclosure, copyinq, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED, If you have received this transmission in error, please immediately noEry the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. lQuoted text hiddenl https://mail.google.com tmailtolOt?ri=2&ik=77c7b07280&jsver=ABg5Xln1WA8.en &view=pt&search=inbox&th=162878b€e294e06&siml=16271e04'16c3c353&siml= 48 4t3no18 3 attachments Romeo Systems, lnc. Mail - V€moniBandini Pothole Mishell Edwards_# 01_Tire Blow{ut (03.27.2018 at 5.18AM)jpg 91K Mishell Edwards_# 02_Tire Blow-out (03.27.2015 al 5.18AM).lpg 'l'l6K Blow-out Receipt (03.27.2018 at 5.18AM).pdfMishell Edwards_# 03_Tire 81K Mishell Edwards <mishell@romeopower.com> To: zachary.edwards@ff.com, Mishell Edwards <mishelledwards@gmail.com>, A Zach A Opu <matthew_logan69@hotmail.com> MISHELL EDWARDS Supervisor Baftery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY Thu, Mar 29, 2018 at '11 :29 AM trEE@@@ _ Forwarded message _ From: Steven Vera <stevenvera@romeopower.com> Dat6: Thu, Mar 29, 2018 at 1'l :25 AM Subject: Fwd: Vemon/Bandini Pothole louoled text hiddenl 3 attachments httpsJ/mail.goog le.com lfialllul0nui=2&Ik=77 c7b07280&jsver=A8g5Xln 1 WAB.en.&view=pt&sea rch=inbox&th= 1 62878bl9e294e06tsim l= 1 627'l eM 1 6c3c353&sim l= 49 Romeo Systems, lnc. Marl - Vernon/Bandini Pothole Mishell Edwards_# 01_Tire Blow-out (03.27.2018 at 5.18AM).lpg 91K Mishell Edwards_# 02_Tire Blowout 103.27.2018 at 5.18AM).jpg 116K Blow-out Receipt (03.27.2018 at 5.18AM).pdfMishell Edwards_# o3_Tire 81K Rodriguez, Vince <VRodriguez@ci.vemon.ca.us> To: Steven Vera <stevenvera@romeopower.com> Cc: Mishell Edwards <mishell@romeopower.com> Hello, I need to determine if the pothole is in our right-of-way or Caltrans. Thank you. Thu, Mar 29, 2018 at 1'1:38 Airl Vincent A. Rodriguez Project Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vemon, CA 90058 (323) 583-881'l x220 From: Steven Vera Imailto:stevenvera@romeopower.com] Sent: Thursday, March 29,2018 11:25 AM To: Rodriguez, Vince Cc: Mishell Edwards subject: Fwd: Vernon/Bandini Pothole [Quoted ten hiddenl [Ouoted text hidden] httss://mait.google.com lmalllul1t?ui=2&ik=77c7b07280&jsver=A89sxln1WA8.en.&view=pt&s€arch=inbox&th= 162878b€e294e06&siml=',6271eM16c3c353&siml= 50 4t312018 Romeo Systems, lnc. Mail- Vemon/Bandini Pothole [Quoted tex hiddenl louoted text hiddenl LILILITILILI - f66rysfi6d message - From: Mishell Edwards <mishelledwards@gmail.com> Date: Thu, Mar 29, 2018 at 6:09 AM Subiect: Vemon/Bandini Pothole To: Mi Jung Edwards <mishell@romeopower.com> p!_28, to Download tMG_9724.MOV 0 bytes Warmest Regards, Mishell Edwards https://mail.google com lmaillul0l?ui=2&lk=77c7b07280&jsveFA8g5Xln1WA8.en.&view=pt&search=inbox&th=162878bf9e294e06&siml= 16271eo416c3c353&siml. t 51 Romeo Systems, lnc. l,rail - Vemon/Bandini Pothole Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 at 12:.02 PM To: "Rodriguez, Vince" <VRodriguez@ci.vemon.ca.us>, Mishell Edwards <mishell@romeopower.com> Cc: Steven Vera <stevenvera@romeopower.com> Hl Vince, Yes, I believe that the pothole is in our right-of-way or Caltrans. I checked today and the Pothole has been iled. 03/2912018 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY trEE@tr@ lQuoted texi hiddenl Rodriguez, Vince <VRodriguez@ci.vernon.ca.us> To: Mishell Edwards <mishell@romeopower.com> Mon, Apr 2, 2018 at '10:38 AM Hello Mishell, Please go to our website to submit a claim for damage (steps - I want to.....fi|| out...a claim form). Thank you. Vincent A. Rodriguez Project Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vemon, CA 90058 (323) s83-8811 x220 From: Mishell Edwards Imailto:mishell@romeopower.com] Sent: Thursday, March 29, 2Ot8 12:02 PM To: Rodriguez, Vince; Mishell Edwards Cc: Steven Vera Subject: Re: Vernon/Bandini Pothole https://mail.google.com l.r.ailul0l? ui=2&ik=77 c7b07280&tsver=A8g5Xln 1WA8.en.&view=pt&search=inbox&th='162878bfge294e06&siml=16271e0416c3c353&siml. 52 4B?O1A Romeo Systems, lnc. Mail - Vemon/Bandini Pothole Hl Mnce, Yes, I believe that the pothole is in our right-of-way or Caltrans, I checked today and the Pothole has been filled. O3l29l2OL8 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com lQuoted lext hiddenl louoted ten hiddenl [Ouoted text hidden] Mishell Edwards <mishell@romeopower.com> To: Dave Cepeda <dave@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com ROMEO POWER TECHNOLOGY Mon, Apr 2, 2018 at 1 l:08 AM trEE@E@ lQuoted text hiddenl https://mail.google.com l,rl.aillul0l? ui=2&ik=77 c7b07280&jsver=A895Xln 1WA8.en.&view=pt&search=inbox&th=162878b19e294e06&siml='16271e0416c3c353&simt. 53 o c.o EE>9d E<a! 3eqoFB oT,P FiE 83.; itl= elll g _a o E 99E.9 9?@.n a E= z a 5E 54 67io!=pm ao 55 City Council Agenda Item Report Agenda Item No. COV-62-2018 Submitted by: Sandra Dolson Submitting Department: City Clerk Meeting Date: April 17, 2018 SUBJECT Claim for Damages from Juan Covarubias received on April 10, 2018 Recommendation: A. Receive and File Backgroud: None Fiscal Impact: None ATTACHMENTS Claim for Damages - J. Covarubias 04.10.18.pdf 56 GLAIM FOR DAMAGES TO PERSON OR PROPERTY RESERVE FOR FILING STAMP CLAIM No. 1. 2. 3 4. 56 7. INSTRUCTIONS Claims for death, injury to person or to personal prop€rty must be filed not laler than six (6) months after lhe occurrence. (Gov. Code Sec 91 1 2) Claims for damages to realproperty must be filed not laler than one (1) year arier the occurrence (Gov. Code Sec 91 1.2) Read entire claim before filing. See page 2 for diagram upon which to locate place of accdent This claim torm must be signed on page 2 at bottom Altach separate sheets, if necessary, to give lull deterls. SIGN EACH Claim must be filed with City Clerk, (Gov.Code Sec 9154) Juan Covarubias Business Address Give address to which you desire notices or communications lo be sent regarding this claim: 2090 N Tustin Avenue, Suite 1 50, Santa Ana, CA 92705 f .714-2774111 F.866462-5705 How did OAMAGE or INJURY occur? Give full particulars. Mr. Covarrubias was traveling eastbound in #1 Lane on Bandini Blvd., just east of Downey Rd. and the City truck traveling in the #2 lane on right side and suddenlty tumed into his lane and was not able to avoide the collision which pushed Claimants' vehide over the center island onto a dirt lot causing injuires to his person. Vvlen did DAMAGE or INJURY occur? Give full particulars, date, t me of day, elc : On Tuesday, March 13, 2018 at about 1:35 pm Where did DAMAGE or INJ URY occur? Describefully, and Iocateon diagram on reverse side ofthissheet, where approximate, give street names and address and measurements from landmarks: On Bandini Boulevard 3600 Block, just east of Downey Road in the City of Vemon, County of Los Angeles, also, see attached copy of Police Report with sketch diagram page 3 of 6 Vv}|at parlicularACT or OMISSION do you claim causedihe injury or damage? Givenamesof Cityemployees, if any, causingthe injury or damage, if known: Mr. Martin Javier Sanchez, apolQized for the accident, he said he did not see my vehicle when he attempted to make a u-tum lo the left and struck my vehicle and the responding Officer A. Aguilera stated that Mr. Sanchez caused this accident in violation of section 21658(a) VC., see police roport Vvhat DAMAGE or INJURIES do you claim resutted? Give full extent of injuries or damages claimed: Major damage to Mr. Covamrbia's vehicle. lnjuries to his person he is undergoing lherapy at this time. WhatAMOU NT do you claim of each item of injury ordamage asof date of presentation of thisclaim, giving basisof computaiion: Property Damage-pending estimate, lnjuries-pending medical report and bills Give ESTIMATEDAMOUNT as laras known you claim on account of each item o, prospective injury or damage, giving basisof computation: Estimated at over $ 25,000.00 57 Were you insured at the time of the incident? lfso, provide name of insurance @mpany, poliry numbers and amounl of insuranc€ payments received: Yes, Allstate lnsurance Policy #: 937 7'18 927 0.00 payments received Expenditures made on account of accident or lniury: (Date - ltem) Unknown at this time (Amount) Name and address of Witnesses, Doctors and Hospitals: Names will be provided to claim administrator upon approval of this claim. READCAREFULLY For allaccident claims place on fololying diagram names of slreets, including North, East. South, and Wesl: indEale place of accident by "X" and by showing house numbers or distan@s to streel comers, lf City Vehicl€ was lnvolved, designate by letter'A" locetion ol Cityvehicle when you firsl saw it.and by "B" lo,calion of_yours€lf or your vehicle when you lirst saw Crtvehicle: localion of City vehide at tjme ol accident by'A-1'and localion of yourselt or your vehicle at the time of accident by ''8 1" and the point ol lmpact by -X." NOTE:tf diagrams do nol fit the situation, attach hereto a proper diagram signed by daimanl. FOR AUTOMOBILE ACCIDENTS/) t__.t L 7 A\-Z that the Diana Lopez, Attorney for Juan Covarubias 58 )4 / 06/ LA 09:OGAM|3 Pg 1/9 PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 323A261 Law Offices of Diana Lopez Phona: (714) 27741'11 Fax: 866-662{7&18203:05 To: Clty ol Vcrnon+lndy From3 Dlrna LoDez Fax: 323826'l 433 PEgcs: g Re: RE;DOLi3/13/l a Date: AD I 06, 20,18 Please see attached, thanks 20€O N. Tustin Avenue. Suite 150, Santa Ane, CA 92705 Mllllon6 are nolv using the inlemet to send and receive faxeB AlE you" No more phone tine, no more fax machine Try [ free at www rapidfax com/free. 04/06/t8 FRI 08:20 tTXIRX NO 95181 4001 59 r4lO6/f8^O9:OGA}I PDT Law Offlces of Diana Lopez -> City of Vernon-Ctndyt3 Pe 2/9 THE LOPEZLAW FIRM, APC 2090 N. 'I'usrin Avenue. Suite I 50 Santa Ana, CA 92705 (714) 277-41I I phone; (866) 662-5705 thx dlopez@)l tlpezlawq)rtrxtration.com March 26, 2018 City Of Vemon 4305 Santa Fe Avenue Vcrnon. CA 90058 Tel: (323) 583-881 1 R.E: Our Cllents: Juen Coverrubiss Date of Loss: O3ll3l20lE 'fo Whom lt May Conccm: Plcase bc informed thaL my law firm has befi retained to r€prosent Juan Covumrbias rcgatdurg clarms for bodily injuries sustaincd after bci.Bg involvcd in an automobilc accidenr caused hy Marrin Jsvier Sanchez. We will forward tnedic{l and othcr loss iDf:ormatioa alotrg with a demimd le.ttrr when circumsrances pcrmit. Please do not contact our clicut, but rathcr, direct all futurc communication with this office. Pursuant to Section 790.03 (h) (l) and (2) of thc Califomia Insurance Code, and the Boicourt case (78 Cal. App. 4lh li90) please provide this offrce with a stotement ln writing o! your insured's policl: limits, tha idcntity and nature oi the coverage provrsions, and verilication that yeur insured's policy was in full effect at rhe time of the subj€ct incidcot, Ilr the altenrativg provide us with any proof rhatyour insured refirsed to provide policy linrit infornratiorr. As you know, your insurcd's vchicle and thc damagc to the sarne is evidence in this ma1er. Accordingly, out oflices requ€st the opportur ty to view and photograph your iusured's vehiclc bcfore it is rcpaired or dcstroyed. ln addition. please provide color copies of any and all phgtqgnrphs ofany I)roperty datnage. AIy such photographs are evidence in t[is case ar:.d must bc maintainerlaccordingly. Please be advised you have a duty (o presewe any and ull evidence related to the aforemcntioned taffic accident. Any intentional or negligent destruction, concealmealt, alteration orfailure to preserve d<)cumentyinforma$on/datalgvidenoo related to p€nding or probable titigarioo mayr€sult iII cxsrxplary ald/ur purritive uourl sanctious. Sou, c.g. Wilhrd v. C'aterpillar (1991 a0 Cat.App. 4'h, 892: Cedctrs-Sini Medical Ccntcr v. Superior Co"riltelq tB Cat. 4,h i. If your company posscsses a writtcn or tape-recorded statement of our olient that pertsins to this matter. demand is hclcby made that our officc be providcd with a copy of thc statcmcnt at your earliest convenience. Any and all authorizations, which may have becn provided to you by our cliem, are hereby revoked as of thc datc of this lcttcr. 3238261 (323) 826-1433 04/06/t8 FRI 08:20 tTXlRI NO 95181 @002 60 t4/O6/ 18 09:06AM PDT Law Offlces of Dlana Lopez -> ctty ofr3 Pg 3/9 323826r Shr.ruld you have any qutrsLirtns ()r conssrns, plelse rftr n(rl he$itatc to oontacl the rmdrrsigntx!. please confirm covcragc. Sincerel y, LAW OFFICES OF DIANA I,OPEZ Diana Lopez DI./mt 04/06/18 FRI 08:20 [TXIRI N0 9sl8l @003 61 t4/O6/ tA O9:O6AM pDT LaI{ Offices of Dlana Lopez -> clty of vernon-cindy 323a26113 Pg 4/9 sr ^TF oF ctLtFdtMlDepAnlMEM OF c.AUFORt\lta HG{wAy Fa tRoL TRAFFIC REPORT PAGE I or 6 o l rrrqer iffii--UTIINCORPOR.ATED Ir)S ANGE].T.q SI'I|ENTOR es35-20I8,0 I d6 5 t)tr rE orrf,ar oaratcr atlr r.as ANGELES 007 o YolfiE( I rw rri^Y TUDSDAT ln *" A * zotr39 SANDINI BOULEVARD (J6OO BLOCIO 0.3/l3120lt t3l5 rrclcr I oarElrl!.t535 I unqc urrru.c fa.0ol.tlI.rorcrr.a - I lt.2o,r{9to rrcr6ra'r,. .': tr ** oE e6 FEET EAST OI OOWNEI IIOAI,tr- E- I D.cP!rrcC5Er.,Il.r CA C G 201:t roRD F-230 llltT t l6tot7 tr lo'{.r.r lirrrE, u'D lr{RTrN JAVIER S4tic EZ E rrE arorEr CITY OT VDRNONtr N1II.:LJ r E^ri.!tr atos sotn u safilA l,t avENUE vf,n oN ca to03taarv r rlat! r!t DOWNEY CA 9ln'O r!,n (:6yEr.EEoror!.,.c, D *"*. EE'_ E "*.DI'IVEII AWI'YnltlIIRN8RN5482r0IO Ylr'It tr I27 ". olr.-Er wra. Drsof tor|c! riiEr SELII.INST,I E.ED E E.{NDIM BOIII-DVA'tD t5 CA c il G It ,IIOND ACCORD BLK 5S7_H5a2 CA tr urqrarr. su, urir- ruAfi M^NIIDT. COVARRUAIAS offirr. r,u: E.^i^lEvESIJZETTE COVAR.R,IIDIAStr cirYrrratrrD I.fXi ANGELES CA 900a,D eF.:r DRIVEN AWAY E* tr*" r-.trearorrluneE] 5r.^Ff]M BLK GR:\s-09 11t H D !!kuFrrr,|arbrrtfu o!:* n6{,t rEEC.irEa ,olratEnltaALl.sTATf, 9t71L t21 E BANDINI BOIIJ,EVARIT 45 Eilv.t: trccrr€Nw.a tr l.^Itl,(l' EolE. L^tD .rr.Er,.r^rr LJ.rEr'!{l oiyi.r.E taa ! grloc.rw" d-jornox c vEr.c.r or do.r. o., E 6rrt tl Erylr E 6r'r!r El :"...rylY!:'! EFrl^F E fl ,rrrall orrlltErDr wrltr:*l*lrlur, trio* tr.*f rop EuJor E]iou..!rr rq.cv lqlt r- A. A6trtLER.{ Ut 79aa drr?ar rorrt ! DvE trrc 6a&^D BARNIIAR'I O I '2J6 0Jz0,l0tE 04/06/18 FRI 08:20 tTXIRX N0 95181 @004 62 t4/O6/ LB 09: 06A!, PDT LaH Offlces13 Pg 5/9 6lArE tE c UFCtat {tAoaFairExl ff c Lton$arao{rql ? rrctTRAFFIC COLUSION COUNG of Dlana Lopez -> City of Vernon-Cindy 323a261 CHP G66CARS P OE2 oPt 060 r oE2 oF6 123456 7 6EATING POSINON r , oir\Gt 2 lo G. FdllFx.lrRt , - sr^Ipar w (loN iEri o- iEAa. occTRK m v Na'Fognoarl XNc,wN O . OTHER SAFETY EOI,IPHETT cht D ia:JarI,/UxT . tloNE lxvErrcLE O - N r/ElnC[E LEEOtt{llDU,il i - N \G!lrc!! rtDt IEEO. r. P 9Ell USIO 3 - N VE TELE t €E lr{Kr|.}Sil. IA' EELT NOI I'SEO 7 . T'ETiCLE II/IPROP€R IA€c - Er{olJlolr fi irEss LEEo u.roNEtxvE}tEtEl - t4rJloEi H iE3S ilol trtED AIR EAG L.AR 9TO DEPLOYEDr.. TJF TT6 NOT OCPIOY€O n - oT}cS F. T(,T iEQ]JIREO NATIEiI?ION COOES . CEII P'6NE H^N TELDE CE(FI.DE H/\ND6;TII c - ELECTROI{C EOIJiPi.ENI E. E{q(NG o - crltDiEN I' PEIiS€NAI TIYG|IENEJ. FEADOIG K. OI}Ci EECIEO 'Rfl IGHIGLE o-t ol arlcYEo r ' Fq[Y EJEOIEO,.P rnx lvE.rEcrEo LET }IUIIgER{'IOF PAR'Y AT F UT' srFrc'. FOR SKETCn Orl,Crtalrr, Stt r.c.ce r o4/06/ t8 FRI 08:20 tTxlRI NO 95181 @ oo5 63 )q/06/ LB 09:06AM PDT Law Offices13 Pg 6/9 of Diana Lopez -> Clty of Vernon-Cindy 3234261 STATE OF CALtFORlr'tA SKETCH DIAGRAM Solld Vwlito Line Raised Concrglg lsland ALl, MEASUREMENTa AR€ AppROXtMATE AND NOT TO SCA_E UNLESS ST TED (SCALE_ Bandl_ni Bou tevar"d_ (360O Btock) Rals€d Concrst€ Culb - Brokeo lrvhita\ y' tin". 04/06/18 FRI 08:20 ITXIRX N0 95rSl @006 Rrilod Concrere Curb <- Downey Road Railroad TrackE 64 STATE OI' CALIFORNIA t4/O6/ LB 09:06AM PDT Law Offices of Diana Lopez -> City of Vernon_Cindyt3 Pg 7/9 3238261 1 2 3 4 5 6 7 I I 10 11 12 13 14 15 16 NOTIFICATION; I was dispatchod to a call of a property damag€ only collision at app.oximately 1400 hours. I responded from Floral Drive, easl of Ford Boulevard and anived on scen6 at approximately 142g hours. All times, speeds, and measurements are approximations. All measurements were obtained by roll-meter. Party #1 (P-1) (Sanchez) was cpntacled at the scene and related the following: p-1 was driving Vehicle #1 (V-1) (Ford) eastbound, in the P lane of Bandini Boulevard, east of Downey Road, at approximately 1o to 15 MPH. P-l activated his left tum signal, lmkBd into his left sido mirror, and began to change into the #1 lane, without looking over his left shoulder. p-1 entered the #1 lane, in order to get in position for a U-tum onto westbound Bandini Boulevard, wh€n he suddenly saw a black vehicle (V-2) travoling to his left. p-l attempted to tum back to\ rards the #2 lane, but was unable to avoid colliding with the black v€hicle. After the collision, P.1 drove his vehicte from the roadway, onto a dirt lot. Party #2 (P-2) (Covanubias) was contacted at the scene and related the following: p-2 was driving Vehicle #2 (vi) fionda) eastboui'd, in the'#1 lin*e of Banclini Boulevard,, east or Downfi aoao, at apProimately 35 MPH. P-2 noticed there was a white Ford truck (v-1), traveling in th6 #2 lan€, to his rlght front. P'2 began to pass alongside the urtrite Ford truck, when it suddenly tumed into his lane. P'2 was unable to take evasive action and was subsequently struck by the white Ford truck. After the collision, P-2 drove his vehicre off the roadway, onto a dirt lot. A. AGUTLERA 0,17944 o3t1312118 D BARNHART 017236 OStZOnO.te 17 18 19 20 21 22 Z5 24 25 26 28 29 -04/06/78 FRI 08:20 ITX/RX N0 9518t @00? 65 STATE OF CALIFORNIA ,4/06/ LA 09:O6AM PDT Law Offtces of Dlana Lopez -> City of Vernon-Cindy13 Pg 8/9 1 SUMMABY: 2 3 This collislon occured when Party #1 (p-1) (sanchez) was driving Vehicte #1 (v-1) (Ford) 4 eastbound, inthe #2 lane of Bandlni Boulevard, east of Downey Road, at approximately loto 1S 5 MPH. Patly #2 (P-2) (covarubias) was driving vehicle #2 (V-2) (Honda) eastbound, in the #1 6 lane of Bandini Boulevard, east of Downey Road, at approximetely 3s MpH. to the left rear of 7 V-1. 8 9 P-2 began to pass along the left side of V-1. Al this tims, P-1 changed into the #1 lan€, without 10 properly clearing th€ lane of lraffic. Asarosultof P-1's unsafe lane change, the leftfront side of 11 V-1 collided into the right side of V-2. 12 13 After the collision, the involved parties moved their vehlcles onto a dirt lot, tocated south of the 14 south roadway edge of Bandini Boulevard, east of Downey Road. 15 16 The Summary was bas6d on statemenls and vohicle damage. 17 18 19 AREAOF IMPACT {AO.I.I: 20 21 The A.o.l- (v-1 vs. v-2) was located approximately 96 feet east of the east roadway edge 22 prolongation of Downey Road and 24 foot north of the south roadway edge of Bandini Boulevard. 23 24 The A.O.l. wa$establlshed by statEments and v€hlcle damage. 25 26 27 28 20 A, AGUILERA 017944 03/13/2018 D BARNHART 017236 Ogl2Ol2O18 o4/06/18 FRI 08:20 .tTX/RX N0 95181 a00S 3238261 PAGE 5 OF 6 03/'13/2018 1335 .. s535 o,t7g44 953S2018-01465 + rt- 66 )4/06,/ 78 09:O6AM PDT Law Offlces of Diana Lopez -> Clty of Vernon-Cindyj3 Pg 9/9 t STATti OF CALII.ORNIA 3238261 1 CAU-SE: 2 3 Party #1 (P-1) (Sanchez) caused this mllision by driving Vehicle #1 (V-i) (Ford) in violation of4 section 21658 (a) VC' which states in part, "A vehicle shall be driven as nearly as practical, , f,_ ,entilelv within a single lano and shall not be moved from the lana until such nrovement can be,' 6l made wlth reasonable safety.', 7 I The Cause was established by statements and vehicle damage. A AGUILERA 017944 OyiSi/2or a D BARNHART o172iA rraDr,Dn,ta 04/o6/LE FRI 08:20 ITIIRI N0 951E1 @009 67 MINUTES OF THE REGULARCITYCOUNCIL MEETINGOFTHE CITY OF VERNONHELD TUESDAY, APRIL 3, 2018,IN COUNCIL CHAMBER OF CITY HALL LOCATEDAT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA MEMBERS PRESENT:Ybarra,Woodruff-Perez,andDavis, MEMBERS ABSENT:Martinez and Lopez The meeting was called to order at9:00 a.m. by Mayor Ybarra;Mayor Pro-Tem Woodruff-Perez led the flag salute. CHANGES TO THE AGENDA Deputy City Clerk Matthew Ceballos announced there were no changes to the agenda. PUBLIC COMMENT Mayor Ybarraannounced that this was the time allotted for public comment, and inquired whether anyone in the audience wished to address the City Council.The public will also be given an opportunity to comment on matters on the posted agenda during Council deliberation. Hannali Paniagua, Caseworker for the Office of Hilda Solis, First District Supervisor, thanked the City for volunteering at the Cesar Chavez Day of Service event hosted by Supervisor Hilda Solis. CONSENT CALENDAR No public comment was provided. It was moved byDavisand seconded byWoodruff-Perezto approve all matters listed under the Consent Calendar under one motion aspresented. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent Claims Against the City –Received and Filed 1.None. Minutes –To be Received and Filed 2.Minutes of the Regular City Council Meeting held March 20, 2018 Warrant Registers 3.Ratificationofthe followingLight & Power Warrant Register to record the following voided checks: A.Light & Power Warrant RegisterNo. 455 to record voided Check No. 513151 in the amount of $595.95. 4.Approval of General AccountWarrant Register No.1491,totaling $1,121,569.34, which covers the period ofMarch 13 throughMarch 26,2018and consists of the following: A.Ratification of wire transfers totaling $788,052.42and B.Ratification of the issuance of early checks totaling $256,295.97; and 68 RegularCity Council Meeting Minutes April 3, 2018 Page 2of 7 C.Authorization to issue pending checks totaling$77,220.95. 5.Approval ofPublic Utilities Warrant Register No.456, totaling $6,740,396.60, which covers the period ofMarch 13 throughMarch 26, 2018, and consists of the following: A.Ratification of wire transfers totaling $6,624,925.85; and B.Ratification of the issuance of early checks totaling $115,470.75 6.Approval of Gas Warrant Register No.244, totaling $2,121,825.93,which covers the period ofMarch13 through March 26, 2018, and consists of the following: A.Ratification of wire transfers totaling $2,102,600.17; and B.Ratification of the issuance of early checks totaling $19,225.76. FinanceDepartment 7.Authorization to Enter into a Services Agreement with Aon Risk Insurance Services West, Inc. (Aon) for Professional Property/Casualty Insurance Broker or Record Services for Fiscal Years 2019 through 2021 Recommendation: A.Find that entering into a services agreement with Aon Risk Insurance Services West, Inc. (Aon), an insurance broker to obtain coverage on behalf of the City 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 doesnot constitute a “project” as defined by CEQA Guidelines section 15378. In addition, even if it was determined to be a project, it would be exempt from CEQA review in accordance with Section 15061(b)(3), the general rule that CEQA only applies to activities that may have a significant effect on the environment. B.Approve a services agreement with Aon, in substantially the same form as submitted herewith, to perform professional property/casualty insurance broker of record services through fiscal year 2021for a total amount not to exceed $277,500 C.Authorize the City Administrator to execute a three year services agreement with Aon with an effective date of July 1, 2018. Fire Department 8.Activity Report for the period of March 1 through March 15, 2018 Police Department 9.Activity Log and Statistical Summary of Arrests and Activities for the period of March 1, through March 15, 2018, to be received and filed Public Works Department 10.Resolution No. 2018-09 -A Resolution of the City Council of the City ofVernon approving and authorizing the submittal of application(s) for the CalRecycle Used Oil Payment Program and the Beverage Container Recycling City/County Payment Program and related authorizations for which the City of Vernon is eligible and repealingall resolutions in conflict therewith Recommendation: 69 RegularCity Council Meeting Minutes April 3, 2018 Page 3of 7 A.Find that approval of the request for authority to receive and spend payment program funds in this staff report is exempt from the California Environmental Quality Act (“CEQA”), pursuant to CEQA Guidelines sections 15308 (actions taken to protect the environment), 15323 (normal operations of public facilities) and 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B.Adopt a resolution requesting approval and authority to receive and spend payment program funds from the Department of Resources Recycling and Recovery (“CalRecycle”). ORDINANCE 1.Ordinance No. 1250 -An Ordinance of the City Council of the City of Vernon Amending the Code of the City of Vernon, California, by amending Sections 1.9 through 1.9-2 of Chapter 1 relating to absence of a newspaper in the City and repealing all ordinances or parts of ordinances in conflict therewith (second reading) Recommendation: A.Find that approval of the proposed action is exempt from California Environmental Quality Act (“CEQA”) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and B.Approve the second reading, and adopt Ordinance 1250, amending Sections 1.9, 1.9- 1, and 1.9-2 of Chapter 1 of the Vernon Municipal Code, amending the Designation of Newspaper and Publication. No further report was provided. No public comment received. It was moved by Woodruff-Perezand seconded by Davisto approve the secondreading, and adopt an Ordinance amending Sections 1.9, 1.9-1, and 1.9-2 of Chapter 1 of the Vernon Municipal Code, amending the Designation of Newspaper and Publication. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent NEW BUSINESS Human Resources Department 11.Resolution No. 2018-10 -A Resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Firemen’s Association for the period of July 1, 2016 through June 30, 2019 Recommendation: A.Find that approval of the proposed Amendment No. 1 to the Vernon Firemen’s Association (VFA) 2016-2019 Memorandum of Understanding 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. 70 RegularCity Council Meeting Minutes April 3, 2018 Page 4of 7 B.Adopt theattached resolution approving Amendment No. 1 to the Vernon Firemen’s Association 2016-2019 Memorandum of Understanding to amend the following provision: 1.Article Three, Section 15, Fire Staff Premium Pay Human Resources Director Michael Earl reportedonthe proposed. No public comment was provided. It was moved byDavisand seconded byWoodruff-Pereztoadopt Resolution No. 2018-10. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent 12.Resolution No. 2018-11 -A Resolution of the City Council of the City of Vernon declaring the month of April 2018 as “Sexual Assault Awareness Month” and April 25, 2018 as “Denim Day” Recommendation: A.Find that the request to adopt the attached resolutionproclaiming April 2018 as “Sexual Assault Awareness Month” and April 25, 2018 as “Denim Day” is exempt from California Environmental Quality Act (“CEQA”) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378; and B.Adopt the attached resolution proclaiming April 2018 as “Sexual Assault Awareness Month” and April 25, 2018 as “Denim Day” in the City of Vernon in support of the Peace Over Violence sexual violence education campaign. Director Earl reported on the proposed. No public comment was provided. It was moved byDavisand seconded by Woodruff-Perez adopt Resolution No. 2018-11. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent Public Works 13.Contract Award for City Contract No. CS-0940: Downey Road Improvements Recommendation: A.Find that the award of the proposed Capital Improvement Project at Downey Road is categorically exempt under the California Environmentally Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301 (Existing Facilities), part (c) 71 RegularCity Council Meeting Minutes April 3, 2018 Page 5of 7 (existing highways and streets), because the project is merely to repair existing streets and involves negligible or no expansion of existing use; and B.Accept the bid proposal from Hardy & Harper, Inc., as the lowest responsive and responsible bidder for the Downey Road Improvements Project and reject all other bids; and C.Approve and authorize the City Administrator to execute contract CS-0940 in the amount of $1,828,000 for the Downey Road Improvements Project, for a period not to exceed 60 calendar days; and D.Authorize acontingency of $75,000.00 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Public Works Director Daniel Wall reported on the proposed. No public comment was provided. Councilmember Davis inquired as to the material used on the road improvements, Director Wall addressed the technical question. It was moved by Davis and seconded byWoodruff-Pereztoaccept the bid proposal from Hardy & Harper, Inc., as the lowest responsive and responsible bidder for the Downey Road Improvements Project and reject all other bids, and approve and authorize the City Administrator to execute contract CS-0940 in the amount of $1,828,000for the Downey Road Improvements Project, for a period not to exceed 60 calendar days, and authorize a contingency of $75,000.00 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a changeorder for an amount up to the contingency amount, if necessary. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent 14.Contract Award for City Contract No. CS-0915: Citywide Traffic Signal Maintenance FY 2018 Recommendation: A.Find that the proposed Capital Improvement Project for the Citywide Traffic Signal Maintenance FY 2018 Project throughout the city limits is categorically exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301, Existing Facilities, Class 1, maintenance, because this project only consists of maintenance and repair of the City’s traffic signals; and B.Accept the bid from Siemens Industry Inc. as the only responsive and responsible bidder; and C.Approve and authorize the City Administrator to execute a contract in an amount not to exceed $297,354.00 for the Citywide Traffic Signal Maintenance FY 2018 Project (CS-0915); and D.Authorize a contingency of $32,646 in the event of an unexpected changed condition or additional extraordinary maintenance and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Director Wall reported on the proposed. 72 RegularCity Council Meeting Minutes April 3, 2018 Page 6of 7 No public comment was provided. It was moved byWoodruff-Perezand seconded byDavis toaccept the bid from Siemens Industry Inc. as the only responsive and responsible bidder, and approve and authorize the City Administrator to execute a contract in an amount not to exceed $297,354.00 for the Citywide Traffic Signal Maintenance FY 2018 Project (CS-0915), and authorize a contingency of $32,646 in the event of an unexpected changed condition or additional extraordinary maintenance and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, ifnecessary. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent ORAL REPORTS 16.City Administrator Reports –brief reports on activities and other brief announcements. Administrative Analyst Diana Figueroareported on the following:Various power outages throughout the City; a March 29th, outreach meeting for customers on their Integrated Resource Plan development process and Cost of Service Study; Various Fire Department Incidents throughout the City;March 28th and 29th, Inaugural Aspire Summit; April 17th Open House for the Regional Training Center; April 19th the annual St. Baldrick’s and Children’s Hospital Fund raiser; Various Police Department Incidents throughout the City; May 1st City Council Harassment Prevention training; The City’s Spring Egg-stravaganza took place on March 22nd; March 24th Cesar Chavez Day of Service event hosted by Supervisor Hilda Solis; and Vernon’s General Municipal Election on April 10th. 17.City Council Reports –brief AB1234 reports, or report on: activities, announcements, or directives to staff. At 9:18a.m., the City Council entered into closed session to discuss the following agendized items: CLOSED SESSION 18.CONFERENCE WITH LEGAL COUNSEL –ANTICIPATED LITIGATION Significant exposure to litigation. Government Code Section 54956.9(d)(2) Number of potential cases: 1 19.CONFERENCE WITH LEGAL COUNSEL –ANTICIPATED LITIGATION Significant exposure to litigation. Potential retaliation claim by City employee Government Code Section 54956.9(e)(2) Number of potential cases: 1 20.PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE Government Code Section 54957 73 RegularCity Council Meeting Minutes April 3, 2018 Page 7of 7 At 9:47 a.m. the City Council exited closed session. City Attorney Hema Patelreportedthat three itemswerediscussed and that no reportable action was taken. With no further business, at 9:47a.m., Mayor Ybarra adjourned the meeting. ________________________ Melissa Ybarra Mayor ATTEST: _________________________ Maria E. Ayala City Clerk 74 City Council Agenda Item Report Agenda Item No. COV-60-2018 Submitted by: John Lau Submitting Department: Finance/ Treasury Meeting Date: April 17, 2018 SUBJECT Ratification of Warrant Registers to Record Voided Checks Recommendation: A. Ratify the following warrant registers to record voided checks: 1) Public Utilities Account Warrant Register No. 444 to record voided Check No. 512878 in the amount of $37.54. 2) Public Utilities Account Warrant Register No. 452 to record voided Check No. 513084 in the amount of $3,074.79. Backgroud: Section 2.13 of the Vernon Municipal Code indicates warrants covering claims or demands against the City are to be presented to City Council for its audit and approval. As such, it is recommended that the City Council review and approve the ratification of the aforementioned warrant registers to record the attached voided checks. Fiscal Impact: None. ATTACHMENTS 2018-04-17_voided checks.pdf 75 .a CITY OFVERNON, LGHT & POWER ACCOUNTS PAYABTE CHECK Clty ot Vemon - Llght & Power 4305 Santa Fe Ave Vemon, CA90058 (323) 583-8811 Thirty Seven Dollars and Fifty Four Cents PAYSIEMffi EAIIT I'VEST SAXK 20e0 HuvnNGTon 0R., 2ilo FLooR SArtl UARINO. CAelloa rorHE cASTtLLo, TRENE oRDER P.O. BOX 6243 WHITTIER, CA90609OF NShI.NEGOTIAEILE NON-NEGOTIABLE 08t31nu7 EXPENSE REIMBURSEMENT \r{ f\ ttttq nlrtlfi fie -;::u u at Ao\t tx r,L.37.54 PLEAS€ DETACH BEFORE OEPOSITING COPY COPY COPY COPY COPY NO. 512878 0831 1 7 UurPr-D oN Uvi9 wluhz 0.0(37.U tJoiDr-.f) u(rl raDF-N 03 LI 76 PAY&LENM EAST V'/ESI EANK 9300 Flrir Odv.. Su[. l0O El Mont., cA 9173, PAY PAY TO THE ORDER OF iitilY Clty of Vernon - Llght & Power 4305 Santa FeAve Vernon, C490058 (323) 583-8811 Three Thousand Seventy Four Dollars and Seventy Nine Cents CH2M HILL ENGINEERS, INC lOOO WILSHIRE BLVD SUITE 21OO LOS ANGELES, CA 90417.2457 COPY copY ACCOUNTS PAYABLE CHECK NON-NEGOTIABLE NON.NTGOTIABLT COPY COPY NO.513084 01t1612018 381127466 1210712017 cLtENT NO. 010170 WR + tlsz szl or"l$ qt A c-H r, 0 \o F-lr t J.L.3,074.79 Comments: CITY OF VERNON, LIGHT & POWER INVOICE NUMBER OATE OESCRIPTIOII r, ,DlaCOUTT ^MOUNT tl o tDEi\ lN Fwn oalorltf, .r,1- 0.00 3,074.79 77 City Council Agenda Item Report Agenda Item No. COV-57-2018 Submitted by: John Lau Submitting Department: Finance/ Treasury Meeting Date: April 17, 2018 SUBJECT Approval of General Account Warrant Register No. 1492 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve General Account Warrant Register No. 1492 which totals $1,009,745.70 and consists of the following: 1) Ratification of electronic payments totaling $771,960.44. 2) Ratification of the issuance of early checks totaling $198,139.84. 3) Authorization to issue pending checks totaling $39,645.42. Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared General Account Warrant Register No. 1492 covering claims and demands presented during the period of March 27 through April 09, 2018, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal Impact: None. ATTACHMENTS 2018-04-17_general warrant register.pdf 78 CITY OF VERNON GENERAT ACCOUNT WARRANT REGISTER NO. 1492 APRTL 17, 2018 I hereby certify that claims and/or demands included in above listed warrant register have been audited for accuracy and availability of funds for payments and that said claims and/or demands are accurate and that the funds are available for ,arr"ntt ttr"r"oi ?_ William Fox ' Finance Director ,*".'= ""=""' NkK\t- \*, zu R This is to certify that the claims or demands covered by the above listed warrants have been audited by the City Council of the City of Vernon and that all of said warrants are approved for payments except Warrant Numbers: Printed: 4/9/2018 2:59:07PM 79 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 01 1 . 2 0 4 3 . 9 0 0 0 0 0 $ 3 8 , 3 9 5 . 6 1 C o n s u l Ɵng S e r v i c e s F o r T h e D e s i g n O f 8 0 1 7 4 1 0 1 1 . 0 0 0 4 9 0 3 CN S E N G I N E E R S , I N C 00 3 9 7 5 ‐ $38,395.6103/27/20181946 01 1 . 1 0 3 3 . 5 9 0 0 0 0 $ 9 0 . 2 8 W a t e r P u r i ﬁca Ɵon S e r v i c e s 9 9 1 8 1 4 2 3 SU E Z W T S S E R V I C E S U S A , I N C . 00 6 2 3 6 ‐ 01 1 . 1 0 3 3 . 5 9 0 0 0 0 $ 9 9 . 0 4 W a t e r P u r i ﬁca Ɵon S e r v i c e s 9 9 1 8 1 4 2 4 01 1 . 1 0 3 3 . 5 9 0 0 0 0 $ 9 0 . 2 8 W a t e r P u r i ﬁca Ɵon S e r v i c e s 9 9 1 8 2 0 4 0 01 1 . 1 0 3 3 . 5 9 0 0 0 0 $ 1 1 3 . 8 8 W a t e r P u r i ﬁca Ɵon S e r v i c e s 9 9 2 0 5 0 8 9 $393.4803/27/20181947 01 1 . 1 0 2 4 . 5 9 3 2 0 0 $ 1 , 0 5 4 . 0 0 R e : L a b o r & E m p l o y m e n t 8 1 7 1 7 1 BE S T B E S T & K R I E G E R , L L P 00 5 5 0 6 ‐ $1,054.0003/29/20181948 01 1 . 1 0 4 8 . 5 9 6 2 0 0 $ 1 0 0 . 0 0 V e r n o n H o u s i n g C o m m i s s i o n 0 3 1 4 1 8 ST E V E N F R O B E R G 00 5 1 5 5 ‐ $100.0003/29/20181949 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 1 of 23 80 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 4 8 5 1 8 KR O N O S I N C O R P O R A T E D 00 5 0 3 4 ‐ 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 4 8 5 1 8 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 5 9 6 1 8 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 5 9 6 1 8 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 6 9 5 7 8 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 6 9 5 7 8 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 8 7 7 1 6 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 8 7 7 1 6 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 9 2 5 9 4 01 1 . 9 0 1 9 . 8 6 0 0 0 0 $ 3 0 2 . 3 3 H a r d w a r e & S o Ōwa r e U s a g e F e e s 1 1 2 9 2 5 9 4 $3,023.3003/29/20181950 01 1 . 2 1 0 2 5 0 $ 1 , 8 6 1 . 7 3 P o l i c e A s s o c i a Ɵon M e m b e r D u e s : P a y m e n t B e n 2 0 5 6 6 7 VE R N O N P O L I C E O F F I C E R S BE N E F I T 00 3 4 0 7 ‐ $1,861.7303/29/20181951 01 1 . 2 1 0 2 5 0 $ 3 , 3 5 4 . 0 0 F i r e H o u s e F u n d : P a y m e n t B e n 2 0 5 6 6 9 VE R N O N F I R E M E N S AS S O C I A T I O N 00 3 1 4 1 ‐ $3,354.0003/29/20181952 01 1 . 2 1 0 2 2 0 $ 4 0 , 7 9 9 . 6 7 D e f e r r e d C o m p e n s a Ɵon : P a y m e n t B e n 2 0 5 6 6 1 IC M A R E T I R E M E N T T R U S T 4 5 7 00 3 1 6 8 ‐ $40,799.6703/30/20181953 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 2 of 23 81 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 01 1 . 1 0 0 0 1 3 $ 6 2 0 . 4 5 F S A ‐ D e p e n d e n t : P a y m e n t B e n 2 0 5 6 6 5 CI T Y O F V E R N O N , F S A AC C O U N T 00 3 1 4 6 ‐ 01 1 . 1 0 0 0 1 3 $ 1 8 6 . 5 3 F S A ‐ M e d i c a l : P a y m e n t B e n 2 0 5 6 6 5 $806.9803/29/20181954 01 1 . 2 1 0 2 4 0 $ 2 4 2 , 4 8 4 . 9 5 P E R S C o n t r i b u Ɵon s : P a y m e n t B e n 2 0 5 6 6 3 CA L P E R S 00 0 7 1 4 ‐ 01 1 . 2 1 0 2 4 0 $ 2 3 8 . 0 8 P E R S S u r v i v o r ' s B e n e ﬁt: P a y m e n t B e n 2 0 5 6 6 3 01 1 . 2 1 0 2 4 0 $ 3 0 8 . 8 5 P E R S B u y ‐ba c k : P a y m e n t B e n 2 0 5 6 6 3 01 1 . 1 0 1 5 . 5 3 0 0 3 4 $ ‐0. 2 5 P E R S C o n t r i b u Ɵon s : R o u n d i n g A d j u s t m e n t B e n 2 0 5 6 6 3 $243,031.6304/02/20181955 01 1 . 2 1 0 2 6 0 $ 2 , 2 4 8 . 1 5 C h i l d S u p p o r t : P a y m e n t B e n 2 0 5 6 7 1 ST A T E D I S B U R S E M E N T U N I T 00 4 0 7 4 ‐ $2,248.1504/02/20181956 01 1 . 1 0 2 6 . 5 0 2 0 3 1 $ 9 , 6 3 6 . 4 0 M e d i c a r e P P O R e Ɵre e s 3 1 2 1 4 9 6 1 AE T N A H E A L T H O F C A L I F O R N I A 00 3 1 5 8 ‐ 01 1 . 1 0 2 6 . 5 0 2 0 3 1 $ 2 , 9 2 7 . 1 2 M e d i c a r e H M O R e Ɵre e s 3 1 2 1 5 8 0 7 $12,563.5204/05/20181957 01 1 . 1 0 2 6 . 5 0 2 0 3 1 $ 3 8 2 . 6 1 C o b r a 4 2 3 6 9 7 E AN T H E M B L U E C R O S S 00 5 1 8 2 ‐ 01 1 . 1 0 2 6 . 5 0 2 0 3 1 $ 5 , 0 9 8 . 4 8 E a r l y R e Ɵre e s 5 6 9 2 9 8 D 01 1 . 2 1 0 2 2 2 $ 2 8 , 6 4 2 . 9 5 A c Ɵve 8 5 9 8 2 4 G $34,124.0404/05/20181958 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 3 of 23 82 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 01 1 . 2 1 0 2 2 1 $ 3 1 9 , 1 5 7 . 3 3 A c Ɵve 1 8 0 7 8 0 0 0 8 4 2 8 BL U E S H I E L D O F C A L I F O R N I A 00 5 1 7 2 ‐ 01 1 . 1 0 2 6 . 5 0 2 0 3 1 $ 5 7 , 9 8 2 . 6 3 E a r l y R e Ɵre e s 1 8 0 7 8 0 0 0 8 6 0 5 01 1 . 1 0 2 6 . 5 0 2 0 3 1 $ 4 , 5 3 2 . 4 1 C o b r a 1 8 0 7 8 0 0 0 8 6 3 4 $381,672.3704/05/20181959 01 1 . 1 0 3 3 . 5 2 0 0 0 0 $ 4 6 6 . 9 6 S m a l l T o o l s & P l u m b i n g H a r d w a r e ~ 0 3 0 2 1 8 _ M U L T I P L E 0 1 1 . 0 0 1 2 5 1 7 HO M E D E P O T C R E D I T SE R V I C E S 00 1 5 5 2 ‐ $466.9604/04/20181960 01 1 . 1 0 4 2 . 5 6 0 0 0 0 $ 2 2 6 . 5 6 P e r i o d : 0 2 / 1 8 0 3 0 8 1 8 SO C A L E D I S O N 00 0 0 5 9 ‐ $226.5603/28/20181961 01 1 . 1 0 4 3 . 5 6 0 0 0 0 $ 9 6 . 2 4 P e r i o d : 0 2 / 1 8 0 3 1 6 1 8 SO C A L E D I S O N 00 0 0 5 9 ‐ $96.2404/05/20181962 01 1 . 1 0 4 8 . 5 6 0 0 0 0 $ 2 9 . 7 3 P e r i o d : 0 2 / 1 8 0 3 1 3 1 8 ( 2 ) TH E G A S C O M P A N Y 00 1 5 8 1 ‐ 01 1 . 1 0 3 3 . 5 6 0 0 0 0 $ 1 3 . 7 3 P e r i o d : 0 2 / 1 8 0 3 1 3 1 8 ( 3 ) $43.4603/30/20181963 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 4 of 23 83 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 01 1 . 1 0 3 3 . 5 6 0 0 0 0 $ 1 8 0 . 6 8 P e r i o d : 0 2 / 1 8 0 3 1 3 1 8 ( 4 ) TH E G A S C O M P A N Y 00 1 5 8 1 ‐ 01 1 . 1 0 3 3 . 5 6 0 0 0 0 $ 1 6 8 . 3 6 P e r i o d : 0 2 / 1 8 0 3 1 3 1 8 ( 5 ) 01 1 . 1 0 3 3 . 5 6 0 0 0 0 $ 3 7 . 6 6 P e r i o d : 0 2 / 1 8 0 3 1 3 1 8 ( 6 ) 01 1 . 1 0 4 9 . 5 6 0 0 0 0 $ 6 6 7 . 4 0 P e r i o d : 0 2 / 1 8 0 3 1 4 1 8 ( 2 ) 01 1 . 1 0 4 3 . 5 6 0 0 0 0 $ 3 3 3 . 7 1 P e r i o d : 0 2 / 1 8 0 3 1 4 1 8 ( 2 ) 02 0 . 1 0 8 4 . 5 6 0 0 0 0 $ 3 3 3 . 7 1 P e r i o d : 0 2 / 1 8 0 3 1 4 1 8 ( 2 ) 01 1 . 1 0 4 9 . 5 6 0 0 0 0 $ 4 6 8 . 8 8 P e r i o d : 0 2 / 1 8 0 3 1 4 1 8 ( 3 ) $2,190.4003/30/20181964 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 5 of 23 84 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 1 8 1 . 8 7 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) VE R I Z O N W I R E L E S S 00 1 4 8 1 ‐ 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 2 9 1 . 1 4 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 5 7 0 . 5 6 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 1 , 4 1 7 . 2 0 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 1 , 4 8 9 . 3 9 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 2 6 4 . 9 3 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 4 0 5 . 4 0 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 7 2 2 . 0 9 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 5 2 . 7 4 P e r i o d : J a n 0 8 ‐ F e b 0 7 0 2 0 7 1 8 _ M U L T I P L E ( 2) $5,395.3204/04/20181965 01 1 . 1 0 2 4 . 5 1 0 0 0 0 $ 1 1 3 . 0 2 P e r i o d : 0 3 / 1 8 6 1 2 8 6 2 5 6 7 FE D E X 00 0 2 4 9 ‐ $113.0204/05/20181966 TO T A L ELECTRONIC$771,960.44 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 6 of 23 85 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 4 9 . 5 9 0 0 0 0 $ 6 0 0 . 0 0 B a c k ﬂow V a l v e I n s p e c Ɵon 8 3 7 3 4 4 BA C K F L O W A P P A R A T U S & VA L V E C O 00 0 2 9 4 ‐ 01 1 . 1 0 4 9 . 5 9 0 0 0 0 $ 5 0 . 0 0 B a c k ﬂow V a l v e I n s p e c Ɵon 8 4 3 8 0 6 01 1 . 1 0 4 9 . 5 9 0 0 0 0 $ 3 2 0 . 0 0 R e p a i r B a c k ﬂow D e v i c e 8 4 3 8 0 7 $970.0003/27/2018357378 01 1 . 1 0 6 0 . 5 9 6 5 5 0 $ 7 5 . 0 0 R e n e w a l / C D P H N o . 1 8 9 8 5 0 3 1 3 1 8 CD P H ‐CL P P B 00 0 7 5 3 ‐ $75.0003/27/2018357379 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 8 0 8 . 9 3 S u p p l i e s 9 3 6 1 1 2 5 1 CA L P O R T L A N D C O M P A N Y 00 0 2 5 6 ‐ 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 9 4 8 . 9 3 S u p p l i e s 9 3 6 2 4 5 3 3 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 9 4 8 . 9 3 S u p p l i e s 9 3 6 2 4 5 3 3 $2,706.7903/27/2018357380 01 1 . 1 0 4 9 . 5 9 0 0 0 0 $ 2 3 5 . 0 0 W a t e r T r e a t m e n t S e r v i c e 6 2 2 2 1 2 CH E M P R O L A B , I N C 00 1 0 9 5 ‐ 01 1 . 1 0 4 9 . 5 9 0 0 0 0 $ 2 3 5 . 0 0 W a t e r T r e a t m e n t S e r v i c e 6 2 7 9 0 3 01 1 . 1 0 4 9 . 5 9 0 0 0 0 $ 2 3 5 . 0 0 W a t e r T r e a t m e n t S e r v i c e 6 3 1 3 2 9 $705.0003/27/2018357381 01 1 . 1 0 4 9 . 9 0 0 0 0 0 $ 1 , 8 5 0 . 0 0 P r e p a r a Ɵon & A c q u i s i Ɵon o f C i t y P e r m i t 1 8 0 1 2 6 CL E A N F U E L S I N C 00 6 1 7 8 ‐ $1,850.0003/27/2018357382 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 7 of 23 86 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 3 3 . 8 5 0 0 0 0 $ 9 7 2 . 0 0 I t e m # 2 1 8 5 6 ~ 1 1 3 4 1 6 0 1 1 . 0 0 1 2 9 0 2 FI R E E T C 00 2 9 9 4 ‐ 01 1 . 1 0 3 3 . 8 5 0 0 0 0 $ 2 , 2 0 2 . 0 0 I t e m # 2 8 7 6 1 ~ 1 1 3 4 1 6 0 1 1 . 0 0 1 2 9 0 2 01 1 . 1 0 3 3 . 8 5 0 0 0 0 $ 1 , 9 8 0 . 0 0 I t e m # 2 2 0 2 6 ~ 1 1 3 4 1 6 0 1 1 . 0 0 1 2 9 0 2 01 1 . 1 0 3 3 . 8 5 0 0 0 0 $ 1 8 9 . 0 0 I t e m # 3 5 3 5 3 ~ 1 1 3 4 1 6 0 1 1 . 0 0 1 2 9 0 2 01 1 . 1 0 3 3 . 8 5 0 0 0 0 $ 5 0 7 . 5 9 S a l e s T a x 9 . 5 % 1 1 3 4 1 6 $5,850.5903/27/2018357383 02 0 . 1 0 8 4 . 5 9 6 2 0 0 $ 9 , 9 0 0 . 0 0 P r o f e s s i o n a l S e r v i c e s 1 2 / 1 7 1 0 4 4 4 IN F R A S T R U C T U R E EN G I N E E R I N G C O R 00 0 7 0 6 ‐ $9,900.0003/27/2018357384 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 6 6 2 . 0 0 F l o w c o m D i g i t a l R e g i s t e r K i t / O I 3 0 2 2 5 0 1 1 . 0 0 1 2 8 5 5 MC C A L L ' S M E T E R S A L E S & SE R V I C E 00 3 2 0 0 ‐ 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 1 1 . 3 3 G a s k e t , M e t e r H e a d , ~ 3 0 2 2 5 0 1 1 . 0 0 1 2 8 5 5 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 5 0 0 . 0 0 P o r t a l t o P o r t a l p e r h o u r ~ 3 0 2 2 5 0 1 1 . 0 0 1 2 8 5 5 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 6 3 . 9 6 S a l e s T a x 9 . 5 % 3 0 2 2 5 $1,237.2903/27/2018357385 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 8 6 7 . 7 9 S u p p l i e s 1 7 5 2 6 0 RO B E R T S O N ' S 00 3 2 7 1 ‐ $867.7903/27/2018357386 01 1 . 1 0 3 1 . 5 9 4 2 0 0 $ 9 6 7 . 6 8 S c h o o l C r o s s i n g G u a r d S e r v i c e s 5 3 3 6 1 AL L C I T Y M A N A G E M E N T SE R V I C E S , 00 1 4 9 0 ‐ $967.6803/29/2018357387 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 8 of 23 87 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 4 5 . 0 0 P e r i o d : 0 2 / 0 9 / 1 8 ‐ 0 3 / 0 8 / 1 8 8 3 2 1 7 6 4 8 0 X 0 3 1 6 2 01 8 AT & T M O B I L I T Y 00 2 8 8 9 ‐ $45.0003/29/2018357388 01 1 . 1 0 3 1 . 5 9 4 2 0 0 $ 3 , 3 3 3 . 0 0 P r i s o n e r B o o k i n g L o g 0 1 / 1 8 1 9 5 7 1 CI T Y O F H U N T I N G T O N P A R K 00 3 8 4 6 ‐ $3,333.0003/29/2018357389 01 1 . 9 0 1 9 . 5 9 0 1 1 0 $ 2 , 0 5 5 . 0 0 S t r e e t C a m e r a s S e r v i c e s W 5 5 4 1 3 2 CO N V E R G I N T T E C H N O L O G I E S LL C 00 6 2 3 3 ‐ $2,055.0003/29/2018357390 01 1 . 1 9 9 9 9 9 $ 7 , 5 0 0 . 0 0 S e c u r i t y D e p R e i m b E ‐20 1 7 ‐08 2 0 R e f 0 0 0 2 0 5 7 3 1 IN C C R O W N C A S T L E U S A 00 5 7 2 2 ‐ $7,500.0003/29/2018357391 01 1 . 1 0 4 3 . 5 9 0 0 0 0 $ 5 , 7 3 0 . 0 7 R o l l i n g R e p o r t 0 2 / 1 8 2 2 6 0 5 EC O N O L I T E S Y S T E M S , I N C 00 6 1 8 4 ‐ $5,730.0703/29/2018357392 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 1 9 1 . 4 6 S t o r a g e S e r v i c e s 2 0 1 5 4 4 6 8 7 IR O N M O U N T A I N 00 0 8 2 9 ‐ $191.4603/29/2018357393 01 1 . 1 0 3 3 . 5 9 5 2 0 0 $ 4 , 7 2 7 . 8 3 P r o f e s s i o n a l S e r v i c e s 1 8 2 0 2 JS B F I R E P R O T E C T I O N , L L C 00 1 8 0 0 ‐ $4,727.8303/29/2018357394 01 1 . 1 0 4 0 . 5 9 5 2 0 0 $ 2 0 0 . 0 0 B o Ʃle & C a n R e c y c l i n g P r o g r a m 0 2 / 1 8 1 2 0 3 KJ S E R V I C E S 00 0 9 7 1 ‐ $200.0003/29/2018357395 01 1 . 1 0 4 8 . 5 9 6 2 0 0 $ 7 0 0 . 0 0 P r o f e s s i o n a l S e r v i c e s 0 2 / 1 8 6 6 2 3 LE V I T O N L A W G R O U P , A P . C . 00 5 6 0 7 ‐ $700.0003/29/2018357396 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 9 of 23 88 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 3 1 . 5 9 6 2 0 0 $ 4 , 4 0 0 . 0 0 L e x i p o l S u b s c r i p Ɵon ~ 2 3 8 4 3 LE X I P O L , L L C 00 2 7 3 2 ‐ $4,400.0003/29/2018357397 01 1 . 9 0 1 9 . 5 9 5 2 1 0 $ 3 , 0 5 0 . 0 0 C o m p u t e r P r o g r a m m i n g S e r v i c e s 2 7 1 MI L L S O F T L L C 00 6 2 2 8 ‐ $3,050.0003/29/2018357398 01 1 . 1 0 6 0 . 5 9 6 6 0 0 $ 3 9 8 . 0 0 S u b s c r i p Ɵon F e e s 0 3 0 5 1 8 MO R B I D I T Y & M O R T A L I T Y WE E K L Y R 00 4 3 2 1 ‐ $398.0003/29/2018357399 01 1 . 1 0 0 2 . 5 9 6 2 0 0 $ 1 , 5 9 0 . 5 0 P r o f e s s i o n a l S e r v i c e s 0 2 / 1 8 3 0 1 1 8 NI E L S E N , M E R K S A M E R , PA R R I N E L L O 00 4 2 2 6 ‐ $1,590.5003/29/2018357400 05 7 . 1 0 5 7 . 5 2 0 0 1 0 $ 3 4 . 9 4 R e i m b . F i b e r S u p p l i e s 0 3 2 2 1 8 AL I N O U R M O H A M A D I A N 00 1 7 0 0 ‐ $34.9403/29/2018357401 01 1 . 1 0 2 6 . 5 9 6 5 0 0 $ 3 3 . 9 8 E m p l o y e r R e p / W i t n e s s a t W C A B 0 3 1 3 1 8 AN A R U E D A 00 1 0 7 2 ‐ $33.9803/29/2018357402 01 1 . 1 0 4 3 . 9 0 0 0 0 0 $ 3 3 , 8 1 6 . 3 0 P r o f e s s i o n a l S e r v i c e s 4 5 1 3 2 1 1 SM I T H ‐EM E R Y L A B O R A T O R I E S , IN C 00 0 0 3 1 ‐ $33,816.3003/29/2018357403 02 0 . 1 0 8 4 . 5 9 6 2 0 0 $ 3 7 8 . 2 8 I C E ( 5 0 ‐50 0 H P ) E M E L E C G E N ‐DI E S E L 3 2 3 8 5 6 9 SO U T H C O A S T A Q M D 00 1 1 5 8 ‐ 02 0 . 1 0 8 4 . 5 9 6 2 0 0 $ 1 2 7 . 4 6 F l a t F e e f o r L a s t F Y E m i s s i o n s 3 2 4 0 8 5 7 $505.7403/29/2018357404 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 10 of 23 89 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 2 4 . 5 9 6 6 0 0 $ 3 0 6 . 0 0 W e s t I n f o r m a Ɵon C h a r g e s 8 3 7 8 0 3 6 0 1 TH O M S O N R E U T E R S ‐ W E S T 00 0 1 4 1 ‐ 01 1 . 4 0 3 1 . 5 9 6 2 0 0 $ 1 , 0 7 1 . 8 6 W e s t I n f o r m a Ɵon C h a r g e s 8 3 7 8 2 4 1 6 7 $1,377.8603/29/2018357405 01 1 . 2 1 0 2 6 0 $ 4 0 8 . 7 4 G a r n i s h m e n t : P a y m e n t B e n 2 0 5 6 5 5 U. S . D E P T O F E D U C A T I O N NA T I O N A 00 4 4 4 1 ‐ $408.7403/29/2018357406 01 1 . 1 0 4 1 . 5 2 0 0 0 0 $ 3 7 . 3 5 P e r i o d : 0 1 / 1 8 9 3 3 3 1 2 0 9 8 UP S 00 1 6 1 7 ‐ 01 1 . 1 0 3 3 . 5 2 0 0 0 0 $ 1 3 . 3 0 P e r i o d : 0 1 / 1 8 9 3 3 3 1 2 0 9 8 01 1 . 1 5 0 1 9 9 $ 1 3 . 4 3 P e r i o d : 0 1 / 1 8 9 3 3 3 1 2 0 9 8 01 1 . 1 0 3 3 . 5 2 0 0 0 0 $ 1 1 . 4 5 P e r i o d : 0 1 / 1 8 9 3 3 3 1 2 1 0 8 01 1 . 1 0 4 1 . 5 2 0 0 0 0 $ 4 6 . 8 7 P e r i o d : 0 1 / 1 8 9 3 3 3 1 2 1 0 8 01 1 . 1 5 0 1 9 9 $ 3 2 . 5 7 P e r i o d : 0 1 / 1 8 9 3 3 3 1 2 1 0 8 $154.9703/29/2018357407 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 8 0 2 . 5 0 P e r i o d : F e b 1 1 ‐ M a r 1 0 9 8 0 3 2 4 5 1 2 6 VE R I Z O N W I R E L E S S 00 1 4 8 1 ‐ $802.5003/29/2018357408 02 0 . 1 0 8 4 . 5 9 5 2 0 0 $ 2 , 3 0 0 . 0 0 P r o f e s s i o n a l S e r v i c e s 0 7 / 1 7 1 0 0 4 7 IN F R A S T R U C T U R E EN G I N E E R I N G C O R 00 0 7 0 6 ‐ 02 0 . 1 0 8 4 . 5 9 6 2 0 0 $ 6 4 5 . 0 0 P r o f e s s i o n a l S e r v i c e s 0 2 / 1 8 1 0 5 7 7 $2,945.0003/29/2018357409 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 11 of 23 90 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 2 0 0 3 0 $ 5 , 2 2 5 . 1 4 D i e s e l F u e l . 2 1 8 0 7 7 0 0 1 1 . 0 0 1 2 9 8 6 ME R R I M A C E N E R G Y G R O U P 00 0 2 0 9 ‐ 01 1 . 1 2 0 0 3 0 $ 7 . 7 3 A B 3 2 F e e 2 1 8 0 7 7 0 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 5 . 1 1 F e d e r a l O i l S p i l l 2 1 8 0 7 7 0 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 8 5 9 . 3 2 S t a t e D i e s e l E x c i s e T a x 2 1 8 0 7 7 0 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 2 . 3 9 L u s t F e e 2 1 8 0 7 7 0 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 7 9 9 . 1 7 C l e a r D i e s e l S a l e s T a x 2 1 8 0 7 7 0 01 1 . 1 2 0 0 3 0 $ 8 , 0 0 9 . 8 0 U n l e a d e d F u e l . 2 1 8 0 7 7 1 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 1 2 . 6 0 C A E n v i r o / F e d O i l S p i l l T a x 2 1 8 0 7 7 1 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 5 . 3 7 C A C h i l d h o o d L e a d F e e 2 1 8 0 7 7 1 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 9 . 9 5 A B 3 2 2 1 8 0 7 7 1 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 1 , 4 9 2 . 4 4 S t a t e G a s o l i n e E x c i s e T a x 2 1 8 0 7 7 1 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 3 . 5 8 L u s t F e e 2 1 8 0 7 7 1 0 1 1 . 0 0 1 2 9 8 6 01 1 . 1 2 0 0 3 0 $ 4 2 8 . 9 9 F u e l S a l e s T a x 4 . 5 0 % 2 1 8 0 7 7 1 $16,861.5904/03/2018357410 01 1 . 9 0 1 9 . 5 6 0 0 1 0 $ 3 2 . 3 0 P e r i o d : 0 2 / 1 8 6 7 7 9 7 5 3 1 8 1 9 6 SP R I N T 00 1 0 1 7 ‐ $32.3004/03/2018357411 01 1 . 9 0 1 9 . 5 9 0 1 1 0 $ 1 3 , 7 5 0 . 0 0 F i r e I n s p e c Ɵon D a t a b a s e S y s t e m ~ 1 5 8 7 0 0 1 1 . 0 0 1 2 8 5 9 AN G E L C I T Y D A T A , I N C 00 0 3 1 4 ‐ $13,750.0004/05/2018357412 01 1 . 1 0 3 1 . 5 9 6 7 0 0 $ 9 . 2 0 P . O . S . T . D i s p a t c h / T e r r o r i s m A w a r e n e s s 0 2 1 3 1 8 BE L I N D A A R E L L A N O 00 5 0 8 8 ‐ $9.2004/05/2018357413 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 12 of 23 91 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 3 6 . 5 9 6 2 0 0 $ 5 2 3 . 3 2 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 3 4 BE A R C O M 00 6 0 5 4 ‐ 01 1 . 1 0 3 6 . 5 9 0 0 0 0 $ 1 9 6 . 2 2 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 3 4 01 1 . 1 0 3 6 . 5 9 0 0 0 0 $ 1 4 0 . 2 9 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 3 5 01 1 . 1 0 3 6 . 5 9 6 2 0 0 $ 3 7 4 . 1 5 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 3 5 01 1 . 1 0 3 6 . 5 9 0 0 0 0 $ 1 4 1 . 8 0 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 3 6 01 1 . 1 0 3 6 . 5 9 6 2 0 0 $ 3 7 8 . 2 0 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 3 6 01 1 . 1 0 3 6 . 5 9 0 0 0 0 $ 4 0 . 9 9 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 4 1 01 1 . 1 0 3 6 . 5 9 6 2 0 0 $ 1 0 9 . 2 9 S C S e r v i c e A g r e e m e n t 4 6 7 3 1 4 1 $1,904.2604/05/2018357414 01 1 . 2 4 0 0 2 0 $ 2 1 0 . 0 0 S u r c h a r g e T r a n s m i Ʃal F e e s ~ 0 3 2 6 1 8 SE C R E T A R Y F O R E N V . PR O T E C T I O N 00 3 0 3 7 ‐ 01 1 . 2 4 0 0 2 2 $ 2 6 . 0 0 S u r c h a r g e T r a n s m i Ʃal F e e s ~ 0 3 2 6 1 8 $236.0004/05/2018357415 02 0 . 1 0 8 4 . 5 9 6 2 0 0 $ 1 , 1 3 8 . 0 0 L a b S e r v i c e s 9 6 1 3 2 0 CL I N I C A L L A B O F S A N BE R N A R D I N O 00 3 0 8 8 ‐ $1,138.0004/05/2018357416 01 1 . 1 0 3 1 . 5 9 6 7 0 0 $ 9 . 2 0 P . O . S . T . D i s p a t c h / T e r r o r i s m A w a r e n e s s 0 2 1 3 1 8 JE S S I C A D A V I S 00 5 7 0 1 ‐ $9.2004/05/2018357417 01 1 . 1 0 3 3 . 5 4 0 0 0 0 $ 2 1 6 . 8 1 T u r n o u t C l e a n i n g ~ I N V 1 6 5 0 5 8 0 1 1 . 0 0 1 2 5 1 6 EC M S , I N C 00 5 0 5 5 ‐ $216.8104/05/2018357418 01 1 . 1 0 0 4 . 5 9 5 2 0 0 $ 6 , 2 6 2 . 5 0 P r o f e s s i o n a l S e r v i c e s 1 1 8 0 6 8 1 EP I C L A N D S O L U T I O N S , I N C 00 0 5 2 9 ‐ $6,262.5004/05/2018357419 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 13 of 23 92 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 1 , 2 8 6 . 8 4 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 2 3 FI R E A P P A R A T U S S O L U T I O N S 00 3 7 9 6 ‐ 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 1 , 2 3 1 . 1 4 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 2 6 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 8 2 7 . 5 0 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 2 7 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 1 , 3 2 2 . 2 8 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 2 8 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 1 , 2 3 8 . 5 6 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 3 0 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 6 4 9 . 5 4 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 3 1 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 2 7 4 . 2 6 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 2 3 2 01 1 . 1 0 3 3 . 5 7 0 0 0 0 $ 1 6 , 9 6 9 . 1 7 V e h i c l e M a i n t e n a n c e & R e p a i r s 1 2 3 6 5 $23,799.2904/05/2018357420 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 14 of 23 93 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 2 1 2 . 1 0 S o d i u m H y p o c h l o r i t e 1 0 4 4 6 5 IN T E R ‐VA L L E Y P O O L S U P P L Y , IN C 00 3 6 3 4 ‐ 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 8 1 . 5 8 S o d i u m H y p o c h l o r i t e 1 0 4 4 6 6 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 2 6 1 . 0 5 S o d i u m H y p o c h l o r i t e 1 0 4 4 6 7 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 3 8 . 6 8 S o d i u m H y p o c h l o r i t e 1 0 4 4 6 8 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 2 4 . 4 7 S o d i u m H y p o c h l o r i t e 1 0 4 4 6 9 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 4 6 . 8 4 S o d i u m H y p o c h l o r i t e 1 0 4 4 7 0 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 3 3 5 . 3 4 S o d i u m H y p o c h l o r i t e 1 0 4 6 0 3 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 7 7 . 8 4 S o d i u m H y p o c h l o r i t e 1 0 4 8 9 3 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 6 6 . 4 2 S o d i u m H y p o c h l o r i t e 1 0 4 8 9 4 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 5 0 . 1 0 S o d i u m H y p o c h l o r i t e 1 0 4 8 9 5 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 5 9 . 8 9 S o d i u m H y p o c h l o r i t e 1 0 4 8 9 6 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 1 3 0 . 5 2 S o d i u m H y p o c h l o r i t e 1 0 4 8 9 7 02 0 . 1 0 8 4 . 5 0 0 1 4 0 $ 8 5 7 . 5 2 S o d i u m H y p o c h l o r i t e 1 0 5 2 3 8 $2,842.3504/05/2018357421 01 1 . 4 0 3 1 . 5 9 4 2 0 0 $ 3 3 8 . 5 0 R a n g e M a i n t e n a n c e 9 9 2 2 LI B E R T Y M A N U F A C T U R I N G , IN C 00 3 3 4 2 ‐ $338.5004/05/2018357422 01 1 . 1 0 4 9 . 5 2 0 0 0 0 $ ‐20 9 . 0 8 C r e d i t ~ 1 4 9 1 4 3 9 3 0 1 1 . 0 0 1 2 5 0 1 MC M A S T E R C A R R S U P P L Y CO M P A N Y 00 1 1 5 0 ‐ 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 2 3 3 . 3 9 E l e c t r i c a l & B u i l d i n g S u p p l i e s ~ 5 7 4 6 2 7 0 8 0 1 1 . 0 0 1 2 5 0 1 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 4 7 5 . 2 3 E l e c t r i c a l & B u i l d i n g S u p p l i e s ~ 5 7 6 6 4 4 9 1 0 1 1 . 0 0 1 2 5 0 1 $499.5404/05/2018357423 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 15 of 23 94 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 4 1 . 5 9 5 2 0 0 $ 9 , 8 1 7 . 7 0 P l a n C h e c k S e r v i c e s 0 2 / 1 8 1 4 0 5 0 ME L V Y N G R E E N & A S S O C I A T E S , IN C 00 1 0 9 6 ‐ 01 1 . 1 0 3 3 . 4 6 6 2 0 0 $ 1 5 0 . 0 0 P l a n C h e c k S e r v i c e s 0 2 / 1 8 1 4 0 5 0 $9,967.7004/05/2018357424 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 7 , 0 9 3 . 6 0 R o s e m o u n t 8 7 0 5 F l a n g e d M a g n e Ɵc F l o w 4 0 4 6 8 2 8 5 0 1 1 . 0 0 1 2 8 9 8 MI C R O M O T I O N , I N C 00 6 2 2 2 ‐ 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 1 2 9 . 6 3 F r e i g h t 4 0 4 6 8 2 8 5 0 1 1 . 0 0 1 2 8 9 8 02 0 . 1 0 8 4 . 5 2 0 0 0 0 $ 6 8 6 . 2 0 S a l e s T a x 9 . 5 % 4 0 4 6 8 2 8 5 $7,909.4304/05/2018357425 01 1 . 9 0 1 9 . 5 9 0 1 1 0 $ 3 , 6 8 4 . 4 5 S K U # 1 1 N M X P 2 2 ~ I 0 0 4 0 5 1 5 0 1 1 . 0 0 1 2 9 8 7 NE T M O T I O N W I R E L E S S , I N C . 00 1 4 2 1 ‐ $3,684.4504/05/2018357426 01 1 . 1 0 3 1 . 5 9 4 2 0 0 $ 1 0 1 . 0 0 V e t e r i n a r y S e r v i c e s 3 6 1 0 6 3 TL C P E T M E D I C A L C E N T E R 00 2 9 0 5 ‐ $101.0004/05/2018357427 01 1 . 1 0 0 4 . 5 2 0 0 0 0 $ 7 , 0 0 0 . 0 0 P o s t a g e R e p l e n i s h m e n t 0 4 0 3 1 8 UN I T E D B U S I N E S S M A I L 00 4 3 5 2 ‐ $7,000.0004/05/2018357428 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 16 of 23 95 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 2 0 0 1 0 $ 7 4 . 7 9 0 5 0 0 ‐15 0 # 8 J 8 8 o z . F o a m C u p s , 1 0 0 0 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 VE R N O N S A N I T A R Y S U P P L Y C O 00 1 3 9 9 ‐ 01 1 . 1 2 0 0 1 0 $ 4 0 2 . 0 1 0 5 0 0 ‐15 5 P B S 5 1 6 ‐W 1 6 o z . P a p e r H o t 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 1 7 1 . 9 0 0 5 0 0 ‐15 7 D a r t L i d , W h i t e , S i p T h r u , 1 0 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 1 3 2 . 9 0 0 5 1 5 ‐49 0 5 " X 3 6 " D u s t M o p R e ﬁll s , 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 2 1 5 . 2 0 0 5 6 8 ‐45 0 D i a l A n Ɵ‐ Ba c t e r i a l B a r S o a p , 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 7 5 . 1 6 0 5 7 8 ‐20 0 4 5 1 1 4 J o y L i q u i d D i s h S o a p , 8 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 4 4 . 7 4 0 5 7 8 ‐30 0 C a s c a d e # 3 4 0 3 4 D i s h w a s h i n g 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 4 6 4 . 8 8 0 5 7 8 ‐40 0 1 3 8 7 8 T i d e L i q u i d L a u n d r y 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 1 9 6 . 1 2 0 5 7 8 ‐58 0 0 4 9 3 0 P a l m o l i v e L i q u i d D i s h & 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 3 1 . 7 1 0 5 7 8 ‐59 0 D i a l I n s t a n c e H a n d S a n i Ɵze r , 2 1 1 8 5 8 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 1 7 1 . 8 9 S a l e s T a x 9 . 5 % 2 1 1 8 5 8 0 0 01 1 . 1 2 0 0 1 0 $ 3 3 3 . 6 6 0 5 0 0 ‐15 6 C u p B u d d y K r a Ō f o r 1 0 ‐24 o z . 2 1 3 9 8 4 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 9 1 . 3 5 0 5 7 8 ‐59 0 D i a l I n s t a n c e H a n d S a n i Ɵze r , 2 1 3 9 8 4 0 0 0 1 1 . 0 0 1 2 9 7 3 01 1 . 1 2 0 0 1 0 $ 4 0 . 3 8 S a l e s T a x 9 . 5 % 2 1 3 9 8 4 0 0 $2,446.6904/05/2018357429 TO T A L EA R L Y CHECKS$198,139.84 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 17 of 23 96 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 WA R R A N T S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 3 3 . 5 9 6 2 0 0 $ 1 2 2 . 4 3 P o r t a b l e R e s t r o o m s 5 2 2 4 2 0 A T H R O N E C O . , I N C . 00 0 0 0 5 ‐ $122.4304/17/2018357430 01 1 . 1 0 4 3 . 5 9 6 5 0 0 $ 4 4 . 1 5 O p e n S t r e e t s E v e n t 0 4 0 2 1 8 BR A N D O N A R A U J O 00 5 9 9 7 ‐ $44.1504/17/2018357431 01 1 . 1 0 0 4 . 5 0 2 0 9 0 $ 3 7 5 . 0 0 C l a i m s E n t e r e d 0 3 / 1 8 I V C 3 6 3 AT H E N S I N S U R A N C E S E R V I C E S , IN C 00 4 3 0 3 ‐ $375.0004/17/2018357432 01 1 . 1 0 0 4 . 5 2 0 0 0 0 $ 3 9 4 . 4 0 4 ' ' L T D C a r r i e r 9 1 / 4 ' ' I L x 1 1 ' ' O L 3 1 6 0 1 0 1 1 . 0 0 1 2 9 7 2 AT T S Y S T E M S 00 0 8 3 0 ‐ 01 1 . 1 0 0 4 . 5 2 0 0 0 0 $ 2 6 . 1 8 F r e i g h t 3 1 6 0 1 0 1 1 . 0 0 1 2 9 7 2 01 1 . 1 0 0 4 . 5 2 0 0 0 0 $ 3 6 . 8 0 S a l e s T a x 9 . 5 % 3 1 6 0 1 $457.3804/17/2018357433 01 1 . 1 0 4 7 . 5 0 2 0 3 0 $ 4 5 0 . 0 0 V i s i o n B e n e ﬁts / E . C a v a z o s 0 3 2 8 1 8 BE N N E T T A . W E I N E R , O . D . 00 1 0 4 9 ‐ $450.0004/17/2018357434 01 1 . 1 0 6 1 . 5 9 6 5 5 0 $ 1 , 0 0 0 . 0 0 2 0 1 8 ‐20 1 9 A s s o c i a t e F e e s F Y 1 9 0 2 3 A F CA L I F O R N I A P R O D U C T ST E W A R D S H I P 00 3 3 7 4 ‐ $1,000.0004/17/2018357435 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 18 of 23 97 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 WA R R A N T S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 2 0 0 1 0 $ 6 0 . 0 0 0 6 2 0 ‐70 0 W i p e A l c o h o l F r e e R e s p i r a t o r 3 6 8 2 2 1 0 1 1 . 0 0 1 2 9 7 8 CA L O L Y M P I C S A F E T Y 00 0 2 7 8 ‐ 01 1 . 1 2 0 0 1 0 $ 1 3 7 . 3 4 0 6 2 1 ‐90 0 S p e c t a c l e K i t f o r 9 0 0 0 S e r i e s 3 6 8 2 2 1 0 1 1 . 0 0 1 2 9 7 8 01 1 . 1 2 0 0 1 0 $ 1 6 8 . 9 6 0 6 2 3 ‐10 0 R o c k S a f e t y G l a s s e s , C l e a r 3 6 8 2 2 1 0 1 1 . 0 0 1 2 9 7 8 01 1 . 1 2 0 0 1 0 $ 1 6 2 . 5 0 0 6 2 3 ‐10 0 R e l e n t l e s s G l a s s e s , C l e a r 3 6 8 2 2 1 0 1 1 . 0 0 1 2 9 7 8 01 1 . 1 2 0 0 1 0 $ 2 2 . 0 7 F r e i g h t 3 6 8 2 2 1 0 1 1 . 0 0 1 2 9 7 8 01 1 . 1 2 0 0 1 0 $ 5 0 . 2 4 S a l e s T a x 9 . 5 % 3 6 8 2 2 1 $601.1104/17/2018357436 01 1 . 1 2 0 0 1 0 $ 4 , 2 7 9 . 6 8 3 0 6 2 ‐21 0 P i p e 1 0 " C L 5 2 D . I . T . J . P i p e S 1 3 3 1 6 8 2 0 0 1 0 1 1 . 0 0 1 2 9 9 2 DA N G E L O C O 00 0 9 7 0 ‐ 01 1 . 1 2 0 0 1 0 $ 4 0 6 . 5 7 S a l e s T a x 9 . 5 % S 1 3 3 1 6 8 2 0 0 1 $4,686.2504/17/2018357437 01 1 . 1 0 3 1 . 5 9 4 2 0 0 $ 4 1 6 . 4 0 P a r k i n g C i t a Ɵon P r o c e s s i n g S e r v i c e 8 7 4 7 3 DA T A T I C K E T , I N C 00 6 1 9 1 ‐ $416.4004/17/2018357438 01 1 . 1 0 3 3 . 5 9 6 6 0 0 $ 2 9 6 . 9 7 R e i m b . F i r e O ffice r C o u r s e B o o k s 0 4 0 3 1 8 RA Y M O N D D E N I J S 00 6 0 3 2 ‐ $296.9704/17/2018357439 01 1 . 1 0 2 6 . 5 0 2 0 3 0 $ 4 0 0 . 0 0 V i s i o n B e n e ﬁts / D . E a r l 0 3 2 8 1 8 MI C H A E L E A R L 00 6 0 5 0 ‐ $400.0004/17/2018357440 01 1 . 1 0 3 3 . 5 2 0 0 0 0 $ 1 4 . 0 0 F i r e B a d g e s 1 3 4 2 0 2 I N EN T E N M A N N ‐RO V I N C O 00 1 7 4 6 ‐ $14.0004/17/2018357441 01 1 . 1 0 0 4 . 5 9 5 2 0 0 $ 3 , 2 3 1 . 2 5 P r o f e s s i o n a l S e r v i c e s 3 1 8 0 6 8 1 EP I C L A N D S O L U T I O N S , I N C 00 0 5 2 9 ‐ $3,231.2504/17/2018357442 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 19 of 23 98 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 WA R R A N T S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 2 0 0 1 0 $ 4 , 1 6 1 . 5 0 3 0 6 2 ‐44 0 2 " H ‐14 2 2 ‐2N 1 8 " H i g h M e t e r 6 2 4 1 5 6 0 1 1 . 0 0 1 2 9 2 7 FE R G U S O N E N T E R P R I S E S , I N C 00 0 5 2 4 ‐ 01 1 . 1 2 0 0 1 0 $ 3 9 5 . 3 4 S a l e s T a x 9 . 5 % 6 2 4 1 5 6 01 1 . 1 2 0 0 1 0 $ 4 , 5 3 8 . 1 3 3 0 6 9 ‐60 2 ) 1 2 " X 1 0 " S . S . T a p p i n g 6 2 6 6 6 1 0 1 1 . 0 0 1 2 9 8 5 01 1 . 1 2 0 0 1 0 $ 4 3 1 . 1 2 S a l e s T a x 9 . 5 % 6 2 6 6 6 1 $9,526.0904/17/2018357443 01 1 . 1 0 2 6 . 5 0 2 0 3 0 $ 1 6 8 . 0 0 V i s i o n B e n e ﬁts / M . G r i z z e l l e 0 3 2 8 1 8 LI S E T T E G R I Z Z E L L E 00 5 1 5 9 ‐ $168.0004/17/2018357444 01 1 . 1 0 3 1 . 5 9 6 2 0 0 $ 1 , 1 7 5 . 0 0 P r o f e s s i o n a l S e r v i c e s 2 6 3 IN V E S T I G A T I V E P O L Y G R A P H SV C 00 5 1 7 3 ‐ $1,175.0004/17/2018357445 01 1 . 1 0 3 3 . 5 9 6 7 0 0 $ 2 0 0 . 0 0 R e i m b . G P S L a n d N a v i g a Ɵon C o u r s e 0 3 2 2 1 8 TR O Y M I L A N O 00 6 0 4 2 ‐ $200.0004/17/2018357446 01 1 . 1 2 0 0 1 0 $ 3 , 1 0 0 . 0 0 0 7 3 0 ‐20 0 P e r m a P a t c h 6 0 l b . b a g s . 6 6 2 7 2 8 0 1 1 . 0 0 1 2 9 9 0 NT S M I K E D O N , L L C 00 5 5 0 4 ‐ 01 1 . 1 2 0 0 1 0 $ 5 0 . 0 0 F r e i g h t 6 6 2 7 2 8 0 1 1 . 0 0 1 2 9 9 0 01 1 . 1 2 0 0 1 0 $ 2 9 4 . 5 0 S a l e s T a x 9 . 5 % 6 6 2 7 2 8 $3,444.5004/17/2018357447 01 1 . 1 0 3 3 . 5 9 6 7 0 0 $ 1 0 0 . 0 0 R e i m b . G P S L a n d N a v i g a Ɵon C o u r s e 0 3 2 2 1 8 JA S O N R O S A 00 1 4 6 7 ‐ $100.0004/17/2018357448 01 1 . 1 2 0 0 1 0 $ 1 , 6 5 6 . 0 0 0 5 6 0 ‐30 0 ) C o Ʃon K n i t R a g s , C o l o r e d , 2 0 7 0 8 9 I N 0 1 1 . 0 0 1 2 9 9 1 SA N D L E R B R O S 00 0 1 7 9 ‐ 01 1 . 1 2 0 0 1 0 $ 1 5 7 . 3 2 S a l e s T a x 9 . 5 % 2 0 7 0 8 9 I N $1,813.3204/17/2018357449 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 20 of 23 99 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 WA R R A N T S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 01 1 . 1 0 2 6 . 5 9 7 0 0 0 $ 3 9 . 0 0 M e d i c a l S e r v i c e s 3 2 8 3 7 8 7 C A US H E A L T H W O R K S M E D I C A L GR O U P , 00 3 9 0 3 ‐ 01 1 . 1 0 2 6 . 5 9 7 0 0 0 $ 9 0 . 0 0 M e d i c a l S e r v i c e s 3 2 8 8 6 3 3 C A 01 1 . 1 0 2 6 . 5 9 7 0 0 0 $ 7 8 . 0 0 M e d i c a l S e r v i c e s 3 2 9 1 9 0 4 C A $207.0004/17/2018357450 01 1 . 1 0 4 7 . 5 2 0 0 0 0 $ 4 7 9 . 8 0 P o l y G r e e n S a m p l i n g E n c l o s u r e w i t h 5 1 8 3 7 6 0 1 1 . 0 0 1 2 9 7 7 US A B L U E B O O K 00 0 7 6 8 ‐ 01 1 . 1 0 4 7 . 5 2 0 0 0 0 $ 1 2 0 . 0 0 F r e i g h t 5 1 8 3 7 6 0 1 1 . 0 0 1 2 9 7 7 01 1 . 1 0 4 7 . 5 2 0 0 0 0 $ 5 6 . 9 8 S a l e s T a x 9 . 5 % 5 1 8 3 7 6 $656.7804/17/2018357451 01 1 . 1 0 3 1 . 5 0 2 0 3 0 $ 2 2 4 . 9 8 V i s i o n B e n e ﬁts / S . V a l e n z u e l a 0 3 1 4 1 8 FE R N A N D O V A L E N Z U E L A 00 0 1 2 5 ‐ $224.9804/17/2018357452 01 1 . 1 0 0 4 . 5 9 5 2 0 0 $ 7 , 6 4 4 . 0 0 P r o f e s s i o n a l S e r v i c e s 2 1 8 0 2 5 5 I N VA S Q U E Z & C O M P A N Y , L L P 00 5 1 5 2 ‐ $7,644.0004/17/2018357453 01 1 . 1 0 3 3 . 5 9 6 7 0 0 $ 4 3 5 . 0 0 R e i m b . F i r e h o u s e W o r l d C o n f e r e n c e 0 3 2 2 1 8 JO H N P A U L V I T T O R I O 00 6 1 3 3 ‐ $435.0004/17/2018357454 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 1 , 4 0 9 . 4 0 R 1 0 ‐12 3 0 3 6 R 8 P 8 2 8 L e Ō T u r n Y i e l d O n 1 7 5 5 6 7 0 1 1 . 0 0 1 2 9 6 9 ZU M A R I N D U S T R I E S , I N C 00 1 1 5 3 ‐ 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 1 4 4 . 9 5 S p e c i a l S i g n 3 6 S 8 P 8 2 8 , 3 6 " S q u a r e , 1 7 5 5 6 7 0 1 1 . 0 0 1 2 9 6 9 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 1 4 2 . 0 0 S X 0 2 2 0 U n i v e r s a l C l a m p s . 1 7 5 5 6 7 0 1 1 . 0 0 1 2 9 6 9 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 9 8 . 3 1 F r e i g h t 1 7 5 5 6 7 0 1 1 . 0 0 1 2 9 6 9 01 1 . 1 0 4 3 . 5 2 0 0 0 0 $ 1 6 1 . 1 5 S a l e s T a x 9 . 5 % 1 7 5 5 6 7 $1,955.8104/17/2018357455 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 21 of 23 100 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 WA R R A N T S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE TO T A L WARRANTS$39,645.42 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 22 of 23 101 CI T Y OF VE R N O N GE N E R A L AC C O U N T WA R R A N T RE G I S T E R NO . 14 9 2 AP R I L 17 , 20 1 8 RE C A P BY FU N D FU N D EL E C T R O N I C TO T A L EA R L Y CH E C K TO T A L WA R R A N T TO T A L GRAND TOTALS $ 7 7 1 , 6 2 6 . 7 3 $980,432.76 $ 3 9 , 6 4 5 . 4 2 $ 1 6 9 , 1 6 0 . 6 1 01 1 ‐ G E N E R A L 33 3 . 7 1 29,278.00 0. 0 0 28 , 9 4 4 . 2 9 02 0 ‐ W A T E R 0. 0 0 34.94 0. 0 0 34 . 9 4 05 7 ‐ F I B E R O P T I C GR A N D TO T A L $1,009,745.70 $ 3 9 , 6 4 5 . 4 2 $ 1 9 8 , 1 3 9 . 8 4 $ 7 7 1 , 9 6 0 . 4 4 TO T A L CH E C K S TO BE PR I N T E D 26 Pr i n t e d : 4 / 9 / 2 0 1 8 2 : 5 9 : 1 3 P M Page 23 of 23 102 City Council Agenda Item Report Agenda Item No. COV-55-2018 Submitted by: John Lau Submitting Department: Finance/ Treasury Meeting Date: April 17, 2018 SUBJECT Approval of City Payroll Warrant Register No. 742 Covering the Period of March 01 through March 31, 2018 Recommendation: A. Approve City Payroll Warrant Register No. 742 which totals $4,209,756.80 and consists of the following: 1) Ratification of direct deposits, checks and taxes totaling $3,321,996.91 2) Checks and electronic fund transfers (EFT) paid through General bank account totaling $887,759.89 Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared City Payroll Warrant Register No. 742 covering claims and demands presented during the period of March 01 through March 31, 2018, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal Impact: None. ATTACHMENTS 2018-04-17_Payroll_Warrant_Register.pdf 103 Raquel Franco | 41912018 10:48 AM PAYROLL WARRANT REGISTER City of Vernon No. 742 Month of March 2018 I hereby Certify: that claims or demands covered by the above listed warrants have been audited as to accuracy and availability of funds for payments thereof; and that said claims or demands are accurate and that funds are available for payments thereof. ^lM Director of Finance;-- -N(R.tu \oG'\x t This is to certify that the claims or demands covered by the above listed warrants have been audited by the City Council of the City of Vernon and that all of said warrants are approved for pay- ments Page 1 of 1 PayrollWanant Register Memo (005) : Warrant 104 Payrolls reported for the month of March: 02/04/18 - 02/17/18, Paydate 03/01/18 02/04/18 - 02/17/18, Paydate 03/01/18 02/18/18 - 03/03/18, Paydate 03/15/18 02/18/18 - 03/03/18, Paydate 03/15/18 03/04/18 - 03/17/18, Paydate 03/29/18 Payment Method Date Payment Description Amount Checks 03/01/18 Net payroll, checks 14,075.81$ ACH 03/01/18 Net payroll, direct deposits 852,616.73 ACH 03/01/18 Payroll taxes 228,777.49 ACH 03/01/18 Net payroll, direct deposits 16,279.31 ACH 03/01/18 Payroll taxes 7,330.95 Checks 03/15/18 Net payroll, checks 11,757.12 ACH 03/15/18 Net payroll, direct deposits 835,997.80 ACH 03/15/18 Payroll taxes 217,261.34 ACH 03/15/18 Net payroll, direct deposits 22,248.16 ACH 03/15/18 Payroll taxes 10,018.81 Checks 03/29/18 Net payroll, checks 15,939.84 ACH 03/29/18 Net payroll, direct deposits 859,113.76 ACH 03/29/18 Payroll taxes 230,579.79 Total net payroll and payroll taxes 3,321,996.91 ACH 03/01/18 ICMA 41,857.68 ACH 03/01/18 CalPERS 244,264.25 ACH 03/01/18 California State Disbursement Unit 2,616.91 357129 03/01/18 Franchise Tax Board 955.22 357153 03/01/18 U.S. Dept of Education 408.74 ACH 03/01/18 IBEW Dues 3,474.08 ACH 03/01/18 Vernon Firemen's Association 3,354.00 ACH 03/01/18 Vernon Police Officers' Benefit Association 1,861.73 ACH 03/15/18 ICMA 39,894.58 ACH 03/15/18 CalPERS 245,702.22 ACH 03/15/18 California State Disbursement Unit 2,616.91 ACH 03/15/18 Teamsters Local 911 2,808.00 357267 03/15/18 Franchise Tax Board 616.93 357282 03/15/18 U.S. Dept of Education 408.74 ACH 03/15/18 Vernon Firemen's Association 3,354.00 ACH 03/15/18 Vernon Police Officers' Benefit Association 1,861.73 ACH 03/29/18 ICMA 40,799.67 ACH 03/29/18 CalPERS 243,031.88 ACH 03/29/18 California State Disbursement Unit 2,248.15 357406 03/29/18 U.S. Dept of Education 408.74 ACH 03/29/18 Vernon Firemen's Association 3,354.00 ACH 03/29/18 Vernon Police Officers' Benefit Association 1,861.73 Payroll related disbursements, paid through General bank account 887,759.89 Total net payroll, taxes, and related disbursements 4,209,756.80$ Page 1 of 1 105 City Council Agenda Item Report Agenda Item No. COV-59-2018 Submitted by: John Lau Submitting Department: Finance/ Treasury Meeting Date: April 17, 2018 SUBJECT Approval of Public Utilities Account Warrant Register No. 457 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Public Utilities Account Warrant Register No. 457 which totals $2,369,284.75 and consists of the following: 1) Ratification of electronic payments totaling $2,314,226.15. 2) Ratification of the issuance of early checks totaling $55,058.60. Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared Public Utilities Account Warrant Register No. 457 covering claims and demands presented during the period of March 27 through April 09, 2018, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal Impact: None. ATTACHMENTS 2018-04-17_lp warrant register.pdf 106 CIW OF VERNON PUBTIC UTITITIES ACCOUNT WARRANT REGISTER NO. 457 APRTL 17, 2018 I hereby certify that claims and/or demands included in above listed warrant register have been audited for accuracy and availability of funds for payments and that said claims and/or demands are accurate and that the funds are available for payments thereof. . -?il/,1,1-H*'*'- This is to certify that the claims or demands covered by the above listed warrants have been audited by the City Council of the City of Vernon and that all of said warrants are approved for payments except Warrant Numbers: Ptn*ed: 4 /9 /2018 3:04:42PM :::-Drec'iorNrK\L_ S ?}N 107 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 2 1 , 8 7 0 . 0 0 E n e r g y P u r c h a s e 0 2 / 1 8 G A 1 9 0 5 3 1 DE P A R T M E N T O F W A T E R & PO W E R 00 2 4 6 8 ‐ 05 5 . 9 2 0 0 . 5 0 0 2 6 0 $ 5 7 5 . 0 0 E n e r g y P u r c h a s e 0 2 / 1 8 G A 1 9 0 5 3 1 $22,445.0003/27/20186680 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 1 of 9 108 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ 7 5 , 3 2 4 . 4 6 R e c a l c u l a Ɵon C h a r g e s 0 2 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 CA L I F O R N I A I S O 00 2 4 1 2 ‐ 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 1 4 , 8 8 5 . 7 5 R e c a l c u l a Ɵon C h a r g e s 0 2 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 8 0 $ 6 7 . 8 7 R e c a l c u l a Ɵon C h a r g e s 0 2 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 9 0 $ 3 8 6 . 0 8 R e c a l c u l a Ɵon C h a r g e s 0 2 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 2 1 0 $ 3 3 . 5 2 R e c a l c u l a Ɵon C h a r g e s 0 2 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 2 4 0 $ 1 3 6 . 6 3 R e c a l c u l a Ɵon C h a r g e s 0 2 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ 6 4 9 , 0 8 8 . 6 2 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 9 0 $ 1 5 , 5 3 0 . 1 4 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 2 1 0 $ 9 , 0 7 1 . 3 0 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ ‐91 , 5 3 0 . 9 6 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ ‐2, 0 5 1 . 9 1 R e c a l c u l a Ɵon C h a r g e s 1 2 / 1 7 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ ‐71 3 . 2 9 R e c a l c u l a Ɵon C h a r g e s 1 2 / 1 7 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 8 0 $ ‐85 . 2 2 R e c a l c u l a Ɵon C h a r g e s 1 2 / 1 7 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 9 0 $ ‐1, 7 7 0 . 7 1 R e c a l c u l a Ɵon C h a r g e s 1 2 / 1 7 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 2 of 9 109 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 05 5 . 9 2 0 0 . 5 0 0 2 1 0 $ 0 . 3 0 R e c a l c u l a Ɵon C h a r g e s 1 2 / 1 7 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 CA L I F O R N I A I S O 00 2 4 1 2 ‐ 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ 2 3 , 7 1 0 . 4 0 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ ‐4, 5 9 9 . 0 0 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 1 9 0 $ ‐67 . 4 0 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 05 5 . 9 2 0 0 . 5 0 0 2 1 0 $ ‐17 . 7 8 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 0 3 1 3 7 8 8 0 46 0 $687,398.8003/27/20186681 05 5 . 1 2 2 1 0 0 $ 2 0 , 3 2 9 . 2 5 R e s o l u Ɵon B i l l i n g 3 1 8 SO C A L P U B L I C P O W E R AU T H O R I T Y 00 2 5 1 7 ‐ $20,329.2503/28/20186682 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 6 7 , 7 6 0 . 0 0 V i c t o r v i l l e ‐Lu g o V e r n o n 0 2 / 1 8 7 5 0 0 8 8 3 5 5 9 SO C A L E D I S O N 00 0 0 5 9 ‐ 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 1 6 0 , 1 6 0 . 0 0 M e a d ‐La g u n a B e l l 0 2 / 1 8 7 5 0 0 8 8 3 5 6 0 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 2 4 , 6 6 9 . 0 0 L a g u n a B e l l 0 3 / 1 8 7 5 0 0 8 8 3 5 7 5 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 6 7 , 7 6 0 . 0 0 V i c t o r v i l l e ‐Lu g o V e r n o n 0 3 / 1 8 7 5 0 0 8 8 3 8 3 2 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 1 6 0 , 1 6 0 . 0 0 M e a d ‐La g u n a B e l l 0 3 / 1 8 7 5 0 0 8 8 3 8 3 3 $480,509.0003/29/20186683 05 5 . 9 2 0 0 . 5 0 0 1 5 4 $ 2 7 5 , 2 0 3 . 5 0 A n t e l o p e D S R 1 S o l a r P r o j e c t D S R 1 0 3 1 8 SO C A L P U B L I C P O W E R AU T H O R I T Y 00 2 5 1 7 ‐ $275,203.5004/02/20186684 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 3 of 9 110 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 05 5 . 9 2 0 0 . 5 0 0 1 5 4 $ 2 6 4 , 8 1 2 . 9 2 P u e n t e H i l l s L a n d ﬁll G a s P r o j e c t P H L 0 3 1 8 SO C A L P U B L I C P O W E R AU T H O R I T Y 00 2 5 1 7 ‐ $264,812.9204/02/20186685 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ 7 4 . 0 1 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 5 96 4 CA L I F O R N I A I S O 00 2 4 1 2 ‐ 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ ‐0. 6 8 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 5 96 4 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ 6 0 7 , 4 5 7 . 7 8 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 1 9 0 $ 2 1 , 1 5 1 . 9 8 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 2 1 0 $ 9 , 0 1 2 . 2 8 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ ‐87 , 8 1 2 . 7 1 I n i Ɵal C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 1 5 0 $ ‐33 , 1 2 3 . 5 7 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 2 1 0 $ ‐48 . 7 7 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 1 7 0 $ 4 , 9 4 9 . 9 1 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 05 5 . 9 2 0 0 . 5 0 0 1 9 0 $ 3 , 3 0 6 . 7 1 R e c a l c u l a Ɵon C h a r g e s 0 3 / 1 8 2 0 1 8 0 3 2 7 3 1 3 7 9 1 6 03 4 $524,966.9404/03/20186686 05 5 . 9 0 0 0 . 5 9 6 5 0 0 $ 3 7 . 5 4 C o m m u n i c a Ɵon S k i l l s f o r W o m e n S e m i n a r 0 8 3 1 1 7 IR E N E C A S T I L L O 00 0 9 2 2 ‐ $37.5404/05/20186687 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 4 of 9 111 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 05 5 . 9 0 0 0 . 5 9 6 2 0 0 $ 2 , 7 5 0 . 6 4 E n v S u p p o r t S e r v i c e s 3 8 1 1 2 7 4 6 6 CH 2 M H I L L E N G I N E E R S , I N C 00 2 4 2 6 ‐ 05 5 . 9 0 0 0 . 9 0 0 0 0 0 $ 3 2 4 . 1 5 E n v S u p p o r t S e r v i c e s 3 8 1 1 2 7 4 6 6 05 5 . 9 0 0 0 . 5 9 6 2 0 0 $ 4 , 8 3 4 . 7 0 E n v S u p p o r t S e r v i c e s 3 8 1 1 3 8 4 5 1 $7,909.4904/05/20186688 05 5 . 8 1 0 0 . 5 9 6 2 0 0 $ 2 9 , 0 9 0 . 1 7 U n a r m e d S e c u r i t y G u a r d S e r v i c e s 1 7 9 7 JR M 00 6 1 9 8 ‐ $29,090.1704/05/20186689 05 5 . 8 4 0 0 . 5 2 0 0 0 0 $ 1 , 4 6 6 . 6 3 H a r d w a r e S u p p l i e s ~ 0 2 2 6 1 8 _ M U L T I P L E 0 5 5 . 0 0 0 2 5 5 3 HO M E D E P O T C R E D I T SE R V I C E S 00 1 5 5 2 ‐ 05 5 . 9 0 0 0 . 9 0 0 0 0 0 $ 3 5 . 0 1 H a r d w a r e S u p p l i e s ~ 0 2 2 6 1 8 _ M U L T I P L E 0 5 5 . 0 0 0 2 5 5 3 $1,501.6404/04/20186690 05 5 . 9 0 0 0 . 5 2 0 0 0 0 $ 2 1 . 9 0 P e r i o d : 0 3 / 1 8 6 1 2 8 6 2 5 6 7 ( 2 ) FE D E X 00 0 2 4 9 ‐ $21.9004/05/20186691 TO T A L ELECTRONIC$2,314,226.15 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 5 of 9 112 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 4 6 2 . 0 6 E n v i r o n m e n t a l S e r v i c e s I 5 0 0 0 0 2 9 3 9 8 0 AS B U R Y E N V I R O N M E N T A L SE R V I C E S 00 2 3 0 8 ‐ $462.0603/27/2018513184 05 5 . 8 1 0 0 . 5 0 2 0 3 0 $ 2 3 8 . 9 6 V i s i o n B e n e ﬁts / A . H i n o j o s 0 2 2 8 1 8 AR M A N D O H I N O J O S 00 4 0 0 0 ‐ 05 5 . 8 1 0 0 . 5 0 2 0 3 0 $ 3 5 6 . 9 9 V i s i o n B e n e ﬁts / S . H i n o j o s 0 2 2 8 1 8 ( 2 ) $595.9503/27/2018513185 05 5 . 9 1 0 0 . 5 9 6 7 0 0 $ 1 2 2 . 9 7 R e i m b . M e a l s f o r M e e Ɵng 0 3 2 2 1 8 ( 2 ) AL I N O U R M O H A M A D I A N 00 1 7 0 0 ‐ $122.9703/29/2018513186 05 5 . 7 2 0 0 . 5 9 6 7 0 2 $ 9 , 0 9 6 . 8 6 C u s t o m e r I n c e n Ɵve P r o g r a m 0 3 2 6 1 8 FO R E S T L I M P R O P E R T I E S 00 6 2 8 4 ‐ $9,096.8604/03/2018513187 05 5 . 7 2 0 0 . 5 9 6 7 0 2 $ 7 , 6 3 8 . 3 8 C u s t o m e r I n c e n Ɵve P r o g r a m 0 3 2 7 1 8 PA R A M O U N T E X P O R T CO M P A N Y 00 6 2 8 5 ‐ $7,638.3804/03/2018513188 05 5 . 7 2 0 0 . 5 9 6 7 0 2 $ 1 4 , 4 4 2 . 4 5 C u s t o m e r I n c e n Ɵve P r o g r a m 0 3 2 9 1 8 UR B A N T R E N D S C O L L E C T I O N 00 6 2 8 6 ‐ $14,442.4504/03/2018513189 05 5 . 9 2 0 0 . 5 6 0 0 1 0 $ 2 4 2 . 6 3 P e r i o d : 0 3 / 1 9 ‐ 0 4 / 1 8 3 1 0 1 6 5 9 1 6 4 AT & T 00 1 9 4 8 ‐ $242.6304/05/2018513190 05 5 . 9 0 0 0 . 5 6 0 0 1 0 $ 2 2 3 . 3 2 P e r i o d : 0 2 / 1 0 ‐ 0 3 / 0 9 1 1 0 4 1 9 3 7 AT & T 00 1 9 4 8 ‐ $223.3204/05/2018513191 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 6 of 9 113 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 05 5 . 9 2 0 0 . 5 9 6 2 0 0 $ 2 7 0 . 7 5 N e w Y o r k M e r c a n Ɵle E x c h a n g e 5 6 0 4 3 3 3 1 4 4 BL O O M B E R G F I N A N C E , L P 00 1 4 7 9 ‐ 05 5 . 9 2 0 0 . 5 9 6 2 0 0 $ 1 1 , 2 5 0 . 0 0 B l o o m b e r g T e r m i n a l 5 6 0 4 3 3 3 1 4 7 $11,520.7504/05/2018513192 05 5 . 8 0 0 0 . 5 9 0 0 0 0 $ 2 6 . 5 4 R e ﬁll C y l i n d e r s ~ 6 2 3 9 1 6 0 5 5 . 0 0 0 2 5 3 8 CR A I G W E L D I N G S U P P L Y , C O 00 0 3 1 0 ‐ $26.5404/05/2018513193 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 7 4 . 1 0 H a r d w a r e S u p p l i e s ~ 4 3 6 1 1 2 0 5 5 . 0 0 0 2 5 4 1 LB J O H N S O N H A R D W A R E C O #1 00 0 8 0 4 ‐ 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 4 7 9 . 3 8 H a r d w a r e S u p p l i e s ~ 6 9 4 4 2 4 0 5 5 . 0 0 0 2 5 4 1 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 1 2 5 . 3 4 H a r d w a r e S u p p l i e s ~ 6 9 4 8 7 3 0 5 5 . 0 0 0 2 5 4 1 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 4 8 . 3 5 H a r d w a r e S u p p l i e s ~ 6 9 4 9 2 5 0 5 5 . 0 0 0 2 5 4 1 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 4 3 2 . 0 2 H a r d w a r e S u p p l i e s ~ 6 9 5 0 3 1 0 5 5 . 0 0 0 2 5 4 1 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 8 7 . 0 4 H a r d w a r e S u p p l i e s ~ 6 9 5 0 9 9 0 5 5 . 0 0 0 2 5 4 1 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 2 4 . 4 6 H a r d w a r e S u p p l i e s ~ 6 9 5 3 6 0 0 5 5 . 0 0 0 2 5 4 1 $1,270.6904/05/2018513194 05 5 . 8 1 0 0 . 5 7 0 0 0 0 $ 9 5 . 0 0 F u l l S e r v i c e C a r W a s h ~ 9 8 8 0 5 5 . 0 0 0 2 5 4 2 MA Y W O O D C A R W A S H 00 0 8 7 0 ‐ 05 5 . 8 1 0 0 . 5 7 0 0 0 0 $ 9 5 . 0 0 F u l l S e r v i c e C a r W a s h ~ 9 9 3 0 5 5 . 0 0 0 2 5 4 2 $190.0004/05/2018513195 05 5 . 8 4 0 0 . 5 9 0 0 0 0 $ 3 7 0 . 0 0 R e p a i r s & M a i n t e n a n c e 5 0 4 0 4 SO C A L O V E R H E A D D O O R C O , IN C 00 4 0 9 8 ‐ $370.0004/05/2018513196 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 7 of 9 114 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 05 5 . 8 0 0 0 . 9 0 0 0 0 0 $ 8 , 8 5 6 . 0 0 F e n c e I n s t a l l a Ɵon 1 8 2 1 0 UN I T E D S T E E L F E N C E CO M P A N Y 00 5 0 3 0 ‐ $8,856.0004/05/2018513197 TO T A L EA R L Y CHECKS$55,058.60 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 8 of 9 115 CI T Y OF VE R N O N PU B L I C UT I L I T I E S AC C O U N T WA R R A N T RE G I S T E R NO . 45 7 AP R I L 17 , 20 1 8 RE C A P BY FU N D FU N D EL E C T R O N I C TO T A L EA R L Y CH E C K TO T A L WA R R A N T TO T A L GRAND TOTALS $ 2 , 3 1 4 , 2 2 6 . 1 5 $2,369,284.75 $0 . 0 0 $ 5 5 , 0 5 8 . 6 0 05 5 ‐ L I G H T & P O W E R GR A N D TO T A L $2,369,284.75 $0 . 0 0 $ 5 5 , 0 5 8 . 6 0 $ 2 , 3 1 4 , 2 2 6 . 1 5 TO T A L CH E C K S TO BE PR I N T E D 0 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 0 4 : 5 4 P M Page 9 of 9 116 City Council Agenda Item Report Agenda Item No. COV-58-2018 Submitted by: John Lau Submitting Department: Finance/ Treasury Meeting Date: April 17, 2018 SUBJECT Approval of Gas Account Warrant Register No. 245 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Gas Account Warrant Register No. 245 which totals $306,176.63 and consists of the following: 1) Ratification of electronic payments totaling $295,109.98. 2) Ratification of the issuance of early checks totaling $11,066.65. Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared Gas Account Warrant Register No. 245 covering claims and demands presented during the period of March 27 through April 09, 2018, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal Impact: None. ATTACHMENTS 2018-04-17_gas warrant register.pdf 117 CITY OF VERNON GAS ACCOUNT WARRANT REGISTER NO. 245 APRTL 17, 2018 I hereby certify that claims and/or demands included in above listed warrant register have been audited for accuracy and availability of funds for payments and that said claims and/or demands are accurate and that the funds are available for This is to certify that the claims or demands covered by the above listed warrants have been audited by the City Council of the City of Vernon and that all of said warrants are approved for payments except Warrant Numbers: payments thereof. ,, -7///),1 William Fox Finance Director Ptinted: 4 19 /2018 3:10:26PM 118 CI T Y OF VE R N O N GA S AC C O U N T WA R R A N T RE G I S T E R NO . 24 5 AP R I L 17 , 20 1 8 EL E C T R O N I C VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTPAYMENTNUMBERPAYMENTDATE 05 6 . 5 6 0 0 . 5 0 0 1 6 0 $ 1 6 8 , 6 5 2 . 0 0 N a t u r a l G a s 0 2 / 1 8 2 0 1 8 0 2 G S 0 1 9 TH E G A S C O M P A N Y 00 1 5 8 1 ‐ $168,652.0003/30/2018715 05 6 . 5 6 0 0 . 5 5 0 0 2 2 $ 1 2 5 , 9 9 9 . 7 9 P e r i o d : 0 2 / 1 8 0 3 1 3 1 8 TH E G A S C O M P A N Y 00 1 5 8 1 ‐ $125,999.7903/30/2018716 05 6 . 5 6 0 0 . 5 2 0 0 0 0 $ 4 1 1 . 1 3 B u i l d i n g S u p p l i e s ~ 0 1 3 0 1 8 _ M U L T I P L E 0 5 6 . 0 0 0 0 4 5 7 HO M E D E P O T C R E D I T SE R V I C E S 00 1 5 5 2 ‐ $411.1304/04/2018717 05 6 . 5 6 0 0 . 5 6 0 0 0 0 $ 4 7 . 0 6 P e r i o d : 0 2 / 1 8 0 3 1 4 1 8 TH E G A S C O M P A N Y 00 1 5 8 1 ‐ $47.0603/30/2018718 TO T A L ELECTRONIC$295,109.98 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 1 0 : 3 3 P M Page 1 of 3 119 CI T Y OF VE R N O N GA S AC C O U N T WA R R A N T RE G I S T E R NO . 24 5 AP R I L 17 , 20 1 8 EA R L Y CH E C K S VE N D O R NA M E AN D NU M B E R AC C O U N T NU M B E R IN V O I C E AM O U N T DE S C R I P T I O N IN V O I C E P. O . # PAYMENT AMOUNTCHECKNUMBERPAYMENTDATE 05 6 . 5 6 0 0 . 5 9 6 2 0 0 $ 1 0 , 4 1 3 . 5 2 C o n s u l Ɵng S e r v i c e s 0 2 / 1 8 7 0 2 1 4 1 4 IN T E R S T A T E G A S S E R V I C E S , I N C 00 0 9 9 9 ‐ $10,413.5203/29/20181698 05 6 . 5 6 0 0 . 5 6 0 0 1 0 $ 6 0 4 . 3 2 P e r i o d : 0 2 / 1 0 ‐ 0 3 / 0 9 1 1 0 4 1 9 4 0 AT & T 00 1 9 4 8 ‐ 05 6 . 5 6 0 0 . 5 6 0 0 1 0 $ 2 0 . 3 1 P e r i o d : 0 2 / 1 0 ‐ 0 3 / 0 9 1 1 0 4 2 0 3 9 $624.6304/05/20181699 05 6 . 5 6 0 0 . 5 7 0 0 0 0 $ 1 9 . 0 0 F u l l S e r v i c e C a r W a s h ~ 9 8 8 ( 2 ) 0 5 6 . 0 0 0 0 4 5 1 MA Y W O O D C A R W A S H 00 0 8 7 0 ‐ 05 6 . 5 6 0 0 . 5 7 0 0 0 0 $ 9 . 5 0 F u l l S e r v i c e C a r W a s h ~ 9 9 3 ( 2 ) 0 5 6 . 0 0 0 0 4 5 1 $28.5004/05/20181700 TO T A L EA R L Y CHECKS$11,066.65 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 1 0 : 3 3 P M Page 2 of 3 120 CI T Y OF VE R N O N GA S AC C O U N T WA R R A N T RE G I S T E R NO . 24 5 AP R I L 17 , 20 1 8 RE C A P BY FU N D FU N D EL E C T R O N I C TO T A L EA R L Y CH E C K TO T A L WA R R A N T TO T A L GRAND TOTALS $ 2 9 5 , 1 0 9 . 9 8 $306,176.63 $0 . 0 0 $ 1 1 , 0 6 6 . 6 5 05 6 ‐ N A T U R A L G A S GR A N D TO T A L $306,176.63 $0 . 0 0 $ 1 1 , 0 6 6 . 6 5 $ 2 9 5 , 1 0 9 . 9 8 TO T A L CH E C K S TO BE PR I N T E D 0 Pr i n t e d : 4 / 9 / 2 0 1 8 3 : 1 0 : 3 3 P M Page 3 of 3 121 City Council Agenda Item Report Agenda Item No. COV-48-2018 Submitted by: Keith Allen Submitting Department: Health and Environmental Control Department Meeting Date: April 17, 2018 SUBJECT March 2018 Monthly Report Recommendation: A. Receive and File. Backgroud: Included are monthly activities for the Health and Environmental Control Department which cover the period from March 1, 2018 through March 31, 2018. Fiscal Impact: None. ATTACHMENTS Health Department Monthly Report - March 2018.pdf 122 March, 2018 MONTHLY REPORT Keith Allen, Director 123 2 HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT MONTHLY REPORT MARCH, 2018 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 California Environmental Reporting System (CERS) which allows electronic submittals of hazardous materials inventories and permit information. Zero Class 1 violations were found, 153 Class 2/Minor 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 corrected. Please note: According to The California 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 significant 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 California 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 Health Department continued to be an active participant with the Exide Technologies closure. Director Keith Allen engaged 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. .... 124 3 UNDERGROUND TANK PROGRAM No underground storage tanks were removed during the month. A total of three USTs were inspected, yielding one violation, which was corrected. .... FOOD PROGRAM Health Department Staff conducted inspections of the food facilities throughout the City as part of a routine basis by the Department. No major violations were noted during these inspections. .... Environmental Health Specialist Erik Cheng conducted several plan check reviews and construction inspections of proposed remodeling and new construction for food facilities. Erik also monitored construction progress of new food facilities. .... ENVIRONMENTAL PROTECTION Health Department staff inspected 11 garment manufacturing facilities and found no major violations. .... 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 Department’s website as well. .... SOLID WASTE PROGRAM Environmental Health Specialist Gloria Valdivia 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. .... 125 4 EMERGENCY RESPONSE The month yielded eight emergency responses; a fire sprinkler discharge at a food processor, a fire sprinkler discharge at a food processor, discolored water at two different food establishments, soil removal and sampling at a petroleum facility, a noise complaint at a hazmat facility, an anhydrous ammonia release at a food processor, a sand/gravel complaint in the street, and a ceiling collapse at a food processor. .... MISCELLANEOUS 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 billing. .... END 126 City Council Agenda Item Report Agenda Item No. COV-35-2018 Submitted by: Keith Allen Submitting Department: Health and Environmental Control Department Meeting Date: April 17, 2018 SUBJECT 2018 Electronic Waste (E-Waste) Recycling Event Recommendation: A. Find that because proposed one day waste collection event at the fire station is an action taken to protect the environment and constitutes normal operations of the fire station, the activity is categorically exempt from the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines sections 15308 (actions taken to protect the environment), 15323 (normal operations of public facilities) and 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the scheduling of the next City of Vernon E-Waste event for May 29, 2018, at Fire Station #76 at 3375 Fruitland Ave. and related agreement with Arion Global, Inc. for e-waste pick-up and disposal services. Backgroud: With the success of electronic waste collection events held in Vernon at least annually since 2007, and continuing interest by the business community, staff requests your approval to schedule another event for May 29, 2018. For 2018, staff is using the same vendor, Arion Global, Inc. (“Arion”), as last year, which is headquartered in nearby Commerce to help us collect and properly dispose of e-wastes and also some Universal Wastes that are generated by Vernon businesses. Arion will provide e-waste pick-up and disposal services at no cost to the City, as Arion should be able to profit somewhat from the value of the material it accepts. Some Universal Wastes require special handling, and to facilitate removal, that service is provided for a nominal fee to the public. Arion will bill businesses directly for those services. Please see the attached flyer for additional information. This year’s 2018 E-Waste Recycling Event is tentatively scheduled for Tuesday, May 29, 2018, at Fire Station #76 at Fruitland and Downey Road. Arion will provide the necessary equipment and most of the manpower (some participation by the City’s Department of Public Works & Development Services personnel may be required for logistical purposes). Arion has stated it will collect a fee for Universal Wastes only ($.25 per foot for fluorescent light tubes, $3.50 for mixed fluorescents & $1.50/pound batteries). All electronic wastes (e-wastes) will be collected and disposed of for free. A certificate of destruction will be generated by Arion and will total the amounts of wastes collected during the event. Attached are copies of the proposed event flyer; Arion’s proposed agreement, proof of insurance, and workers comp coverage; and a list of items that would be accepted for free at the recycling event. The agreement has been approved as to form by the City Attorney’s office. Fiscal Impact:127 None. Arion Global, Inc. is providing the service at no cost to the City of Vernon. ATTACHMENTS Acceptable Items.doc Flyer announcement 2018.doc Service Agreement City of Vernon 2018.pdf 128 Electronic WasteAccepted At Our Recycling Event: Personal Computers Monitors Servers Copiers Batteries (AA, AAA, C, D, 9V) DVD players @ $1.50/ pound Electric typewriters Typewriters Electronic games Hard drives Computers Laptops Telephones Telephone equipment Microwave ovens* Scanners Televisions Tape players Testing equipment Two-way radios Stereos Transparency makers Uninterruptible power supplies VCRs Word processors Printed circuit boards Mobile (cell) phones Modems Pagers PDA’s Printers Radios Remote controls Answering machines Camcorders CD players Mixed Fluorescents:$3.50 / lb; Straight tubes$.25/foot 129 City of Vernon E-Waste Recycling Event The City of Vernon Health Department, along with Arion Global, Inc., has scheduled a business electronics waste (e-waste) recycling event in Vernon! For one day only, Vernon businesses/employees/residentswill beable to drop-off most e- wastesand the City will provide for the removal and disposal for free. When: Tuesday May 29, 2018 From 10:00 AM until 2:00 PM Where:VernonFire Station #76 3375 Fruitland Ave. (Enter on driveway next to 3345 Fruitland Ave., and follow the arrows) Items allowed: Personal computers/laptops, CRT monitors/TV’s/plasma/LCD screens, keyboards, mice/trackballs, type writers, copiers/faxes, telephones/cell phones, answering machines, pagers, radios,stereos/speakers, VCR’s/DVD players, remote controls, modems/servers, circuit boards, and hard drives. (Only items listed can be accepted;no household hazardous wastes such as paint, solvents, pesticides, oils, etc., are permitted) In addition:E-wastes will be collected for free/Universal wastes require additional fees: Loose batteries will be accepted at $1.50/ lb. Straight fluorescent tubes will beaccepted at $.25 / foot, and mixed fluorescent bulbs at $3.50 / lb. (Arion Global will billcompaniesdirectly) No computer cartridges will be accepted this time. (For questions or for businesses requiring special handling or large loads are encouraged to contact us at 323/583-8811 extension 233.) 130 KP01-F-1 Arion Global, Inc. 2919 Tanager Ave. Commerce, California Tel (323) 418 2266; Fax (888) 782 3074; www.arionglobal.com 1 SERVICE AGREEMENT: Recycling, Asset Management, Data Destruction Scope of Work The purpose of this agreement is to define activities, terms and conditions for services provided to The City of Vernon (“Customer”) located at 3375 Fruitland Ave. Vernon, Ca 90058. Arion Global, Inc. will provide ‘recycling event management’ which will include labor, documentation, loading/unloading for electronic and universal waste being dropped off at the designated location. Activities and Terms and conditions are listed in the sections below. Services Requested: Recycling Event Management Electronic Recycling Battery Recycling Bulb Recycling Certificate of Recycling (COR) TERMS and CONDITIONS: The recycling event scheduled for late May or early June 2018 (exact date TBD), will be managed by Arion Global. Event hours will be 10am – 2pm. All electronic equipment will be recycled at no cost to the Customer. All documentation/reporting/logs will be handled by Arion Global. Bulbs and batteries will be accepted and billed to individual companies/customers at a rate of $.25/ft for fluorescent tubes, $3.50/lb for mixed fluorescents and $1.50/lb for batteries. Arion Global will deal directly with any organization or persons who choose to recycle bulb and/or batteries during the event. All electronic/universal waste will be cleared away within 24 hrs of the end of the event day All material collected will be taken for processing at the local Arion Global facility located in Commerce, Ca. All certificates and weight reports will be provided via email to the Customer immediately after processing is complete. Additional requested services are available upon request and provided after Customer consent. All universal waste, with the exception of polychlorinated biphenyl (PCB) containing material, is accepted only if it is properly labeled and packaged. Arion Global, Inc. will send additional instructions on packaging and labeling of electronic and universal waste after the Customer signs this [proposed] Service Agreement. In accepting this proposed Service Agreement, Customer agrees to Arion Global, Inc. terms and conditions. This Agreement is dated as of and effective as of 3/13/18. Arion Global, Inc. By: _______________________ By: _______________________ Gilbert Villanueva, Arion Global City of Vernon_______________ 131 City Council Agenda Item Report Agenda Item No. COV-50-2018 Submitted by: Danita Robertson Submitting Department: Police Department Meeting Date: April 17, 2018 SUBJECT Vernon Police Department Activity Log and Statistical Summary for the period of March 16 through March 31, 2018 Recommendation: A. Receive and file. Backgroud: The Vernon Police Department's activity report consists of activity during the specified reporting period, including a summary of calls for service, and statistical information regarding arrests, traffic collisions, stored and impounded vehicles, recovered vehicles, the number of citations issued, and the number of reports filed. Fiscal Impact: None. ATTACHMENTS Police Department Activity Report - 3/16/18 to 3/31/18 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 City Council Agenda Item Report Agenda Item No. COV-41-2018 Submitted by: Shawn Sharifzadeh Submitting Department: Public Utilities Meeting Date: April 17, 2018 SUBJECT Approval of Master Power Purchase and Sale Agreement and Collateral Annex Agreement with Southern California Edison Recommendation: A. Find that (a) the agreements between the City of Vernon and Southern California Edison Co. (SCE) are not in reference to a “project” subject to the California Environmental Quality Act (“CEQA”) under Guidelines section 15378 because they involve the continuing administrative activity of purchasing power and resource adequacy; and (b) even if this approval were a “project” subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and B. Approve the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement and related Amendment by and between the City of Vernon (“City”) and Southern California Edison Co. (“SCE”), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and C. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement and related Amendment; and D. Approve the Edison Electric Institute (EEI) Collateral Annex and related Amendment by and between the City of Vernon (“City”) and Southern California Edison Co. (“SCE”), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and E. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Collateral Annex and related Amendment. Backgroud: The City desires to sell and purchase power and resource adequacy to or from SCE, under general terms and conditions published by the EEI Master Power and Purchase Agreement and the EEI Collateral Annex. The City has determined that it is to the City’s advantage, and in the public interest of the customers and residents of the City, to enter into a contract with SCE for the purchase and sale of power and resource adequacy. These agreements and their designated amendments constitute general terms and conditions only and do not obligate the City to enter into specific purchase or sale transactions; however, the result of fully executing the agreements will 168 provide the ability for the City to transact with SCE. The City has similar agreements in place with Coral Power, Morgan Stanley, Shell Energy, Sempra, and Conoco Phillips. Resolution No. 9314 authorizes certain city officials and staff members to be traders for the purchase of electric power, and gas products and to enter into various contracts for the purchase and sale of electric energy, natural gas and financial hedges. Pursuant to this resolution, any agreement exceeding 5 years needs City Council approval. The respective terms of the SCE agreements referenced in this staff report are unlimited, and shall remain in effect until terminated by either party upon 30-day written notice. It is beneficial to the City and is the industry standard to keep agreements that deal with buying and selling power (like the EEI agreement proposed) open- ended which is considered an Enabling Agreement. By eliminating an expiration date, the City will be allowed to trade commodities with the counter party anytime in the future. It is commercially reasonable to take this approach, as it leads to a seamless commodities marketplace that ensures a competitive and reliable product. There is no obligation to use this agreement unless it is beneficial to the City. All agreements that the Public Utilities Resource Group have established with all counter parties are open-ended with no expiration date for this reason. Such examples include the North American Energy Standards Board (NAESB) and the Western System Power Pool (WSPP) agreements. The key objectives of the agreements with SCE are as follows: •To expand the City’s counter party pool •Create an opportunity for better pricing and liquidity •To maximize trading capability Staff recommends that the proposed Master Power Purchase and Sale Agreement with the designated amendment and the Collateral Annex Agreement with the designated amendment with SCE be approved. Each Agreement and Amendment has been reviewed and approved as to form by the City Attorney's office. Fiscal Impact: Both SCE agreements and their related amendments will provide the City flexibility to buy and sell power and resource adequacy capacity as needs dictate, which could potentially produce a monetary benefit for the City. The exact financial impact of these agreements is unknown. ATTACHMENTS Exhibit A - EEI Master Agreement.doc Exhibit A1 - Amendment to EEI Master Power Purchase & Sale Agreement Cover Sheet (v20180326).docx Exhibit B - EEI Collateral Annex.doc Exhibit B1 - Amendment to the Collateral Annex (Paragraph 10).docx 169 Version 2.1 (modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE –PERMISSIONOF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. MasterPower Purchase &Sale Agreement 170 i Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association MASTER POWER PURCHASE AND SALES AGREEMENT TABLE OF CONTENTS COVER SHEET...............................................................................................................................1 GENERAL TERMS AND CONDITIONS.....................................................................................6 ARTICLE ONE:GENERAL DEFINITIONS.........................................................................6 ARTICLE TWO:TRANSACTION TERMS AND CONDITIONS......................................11 2.1 Transactions...........................................................................................................11 2.2 Governing Terms...................................................................................................11 2.3 Confirmation..........................................................................................................11 2.4 Additional Confirmation Terms.............................................................................12 2.5 Recording...............................................................................................................12 ARTICLE THREE:OBLIGATIONS AND DELIVERIES.......................................................12 3.1 Seller’s and Buyer’s Obligations...........................................................................12 3.2 Transmission and Scheduling................................................................................12 3.3 Force Majeure........................................................................................................13 ARTICLE FOUR:REMEDIES FOR FAILURETO DELIVER/RECEIVE..........................13 4.1 Seller Failure..........................................................................................................13 4.2 Buyer Failure.........................................................................................................13 ARTICLE FIVE:EVENTS OF DEFAULT; REMEDIES.....................................................13 5.1 Events of Default...................................................................................................13 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts.................................................................................................................15 5.3 Net Out of Settlement Amounts.............................................................................15 5.4 Notice of Payment of Termination Payment.........................................................15 5.5 Disputes With Respect to Termination Payment...................................................15 5.6 Closeout Setoffs.....................................................................................................16 5.7 Suspension of Performance....................................................................................16 ARTICLE SIX:PAYMENT AND NETTING....................................................................16 6.1 Billing Period.........................................................................................................16 6.2 Timeliness of Payment...........................................................................................17 6.3 Disputes and Adjustments of Invoices...................................................................17 6.4 Netting of Payments...............................................................................................17 6.5 Payment Obligation Absent Netting......................................................................17 6.6 Security..................................................................................................................18 6.7 Payment for Options..............................................................................................18 6.8 Transaction Netting................................................................................................18 171 ii Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE SEVEN:LIMITATIONS..........................................................................................18 7.1 Limitation of Remedies, Liability and Damages...................................................18 ARTICLE EIGHT:CREDIT AND COLLATERAL REQUIREMENTS................................19 8.1 Party A Credit Protection.......................................................................................19 8.2 Party B Credit Protection.......................................................................................21 8.3 Grant of Security Interest/Remedies......................................................................22 ARTICLE NINE:GOVERNMENTAL CHARGES...............................................................23 9.1 Cooperation............................................................................................................23 9.2 Governmental Charges...........................................................................................23 ARTICLE TEN:MISCELLANEOUS..................................................................................23 10.1 Term of Master Agreement....................................................................................23 10.2 Representations and Warranties.............................................................................23 10.3 Title and Risk of Loss............................................................................................25 10.4 Indemnity...............................................................................................................25 10.5 Assignment............................................................................................................25 10.6 Governing Law......................................................................................................25 10.7 Notices...................................................................................................................26 10.8 General...................................................................................................................26 10.9 Audit......................................................................................................................26 10.10Forward Contract...................................................................................................27 10.11Confidentiality.......................................................................................................27 SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS..................28 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS.................................................32 EXHIBIT A: CONFIRMATION LETTER..................................................................................39 172 1 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association MASTER POWER PURCHASE AND SALE AGREEMENT COVER SHEET This Master Power Purchase and Sale Agreement (“Master Agreement” ) is made as of the following date: _________________ (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shallbe referred to as the “Agreement.” The Parties to this Master Agreement are the following: Name (“__________________” or “Party A”)Name (“Counterparty” or “Party B”) All Notices:All Notices: Street: Street: City: Zip: City: Zip: Attn: Contract Administration Phone: Facsimile: Duns: Federal Tax ID Number: Attn: Contract Administration Phone: Facsimile: Duns: Federal Tax ID Number: Invoices: Attn: Phone: Facsimile: Invoices: Attn: Phone: Facsimile: Scheduling: Attn: Phone: Facsimile: Scheduling: Attn: Phone: Facsimile: Payments: Attn: Phone: Facsimile: Payments: Attn: Phone: Facsimile: Wire Transfer: BNK: ABA: ACCT: Wire Transfer: BNK: ABA: ACCT: Credit and Collections: Attn: Phone: Facsimile: Credit and Collections: Attn: Phone: Facsimile: With additional Notices of an Event of Default or Potential Event of Default to: Attn: Phone: Facsimile: With additional Notices of an Event of Default or Potential Event of Default to: Attn: Phone: Facsimile: 173 2 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: Party A Tariff Tariff Dated Docket Number Party B Tariff Tariff Dated Docket Number Article Two Transaction Terms and Conditions [] Optional provision in Section 2.4. If not checked, inapplicable. Article Four Remedies for Failure to Deliver or Receive [] Accelerated Payment of Damages. If not checked, inapplicable. Article Five [] Cross Default for Party A: Events of Default; Remedies [] Party A:Cross Default Amount $ [] Other Entity:Cross Default Amount $ [] Cross Default for Party B: [] Party B:Cross Default Amount $ [] Other Entity:Cross Default Amount $ 5.6 Closeout Setoff []Option A (Applicable if no other selection is made.) []Option B -Affiliates shall have the meaning set forth in the Agreement unless otherwise specifiedas follows: []Option C (No Setoff) Article 8 8.1 Party A Credit Protection: Credit and Collateral Requirements (a) Financial Information: []Option A []Option B Specify: []Option C Specify: (b) Credit Assurances: []Not Applicable []Applicable (c) Collateral Threshold: []Not Applicable []Applicable 174 3 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association If applicable, complete the following: Party B Collateral Threshold: $ __________; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $ Party B Rounding Amount: $ (d) Downgrade Event: []Not Applicable []Applicable If applicable, complete the following: []It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Moody’s or if Party B is not rated by either S&P or Moody’s []Other: Specify: (e) Guarantor for Party B: Guarantee Amount: 8.2 Party B Credit Protection: (a) Financial Information: []Option A []Option B Specify: []Option C Specify: (b) Credit Assurances: []Not Applicable []Applicable (c) Collateral Threshold: []Not Applicable []Applicable If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $ 175 4 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (d) Downgrade Event: []Not Applicable []Applicable If applicable, complete the following: []It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ from S&P or __________ from Moody’s or if Party A is not rated by either S&P or Moody’s []Other: Specify: (e) Guarantor for Party A: Guarantee Amount: Article 10 Confidentiality [] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: 176 5 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party A Name Party B Name By: By: Name: Name: Title: Title: DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. 177 6 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association GENERAL TERMS AND CONDITIONS ARTICLE ONE: GENERAL DEFINITIONS 1.1 “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. 1.2 “Agreement” has the meaning set forth in the Cover Sheet. 1.3 “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. 1.4 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00a.m. and close at 5:00p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received. 1.5 “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction. 1.6 “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised. 1.7 “Claiming Party” has the meaning set forth in Section 3.3. 1.8 “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. 1.9 “Confirmation” has the meaning set forth in Section 2.3. 178 7 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.10 “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction. 1.11 “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction. 1.12 “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or anyother rating agency agreed by the Parties as set forth in the Cover Sheet. 1.13 “Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party. 1.14 “Defaulting Party” has the meaning set forth in Section 5.1. 1.15 “Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction. 1.16 “Delivery Point” means the point at which the Product will be delivered and received, as specified in the Transaction. 1.17 “Downgrade Event” has the meaning set forth on the Cover Sheet. 1.18 “Early Termination Date” has the meaning set forth in Section 5.2. 1.19 “Effective Date” has the meaning set forth on the Cover Sheet. 1.20 “Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending. 1.21 “Event of Default” has the meaning set forth in Section 5.1. 1.22 “FERC” means the Federal Energy Regulatory Commission or any successor government agency. 1.23 “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically 179 8 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient toconclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P. 1.24 “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner. 1.25 “Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet. 1.26 “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. 1.27 “Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with aU.S. branch with such bank having a credit rating of at least A-from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit. 1.28 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner. 1.29 “Master Agreement” has the meaning set forth on the Cover Sheet. 1.30 “Moody’s” means Moody’s Investor Services, Inc. or its successor. 1.31 “NERC Business Day” means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be theParty from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received. 180 9 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.32 “Non-Defaulting Party” has the meaning set forth in Section 5.2. 1.33 “Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer. 1.34 “Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction. 1.35 “Option Buyer” means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P. 1.36 “Option Seller” means the Party specified in a Transaction as the seller of an option , as defined in Schedule P. 1.37 “Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A. 1.38 “Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B. 1.39 “Party A Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party A. 1.40 “Party B Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party B. 1.41 “Party A Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party A. 1.42 “Party B Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party B. 1.43 “Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A. 1.44 “Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B. 1.45 “Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party. 1.46 “Potential Event of Default” means anevent which, with notice or passage of time or both, would constitute an Event of Default. 1.47 “Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto oras otherwise specified by the Parties in the Transaction. 181 10 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.48 “Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product. 1.49 “Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction. 1.50 “Recording” has the meaning set forth in Section 2.4. 1.51 “Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller, plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s option, the market price at the Delivery Point for such Product not delivered as determined by Buyerin a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point. 1.52 “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor. 1.53 “Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point. 1.54 “Schedule” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point. 182 11 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.55 “Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction. 1.56 “Settlement Amount” means, with respect to a Transaction and the Non- Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2. 1.57 “Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option. 1.58 “Terminated Transaction” has the meaning set forth in Section 5.2. 1.59 “Termination Payment” hasthe meaning set forth in Section 5.3. 1.60 “Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement. 1.61 “Transmission Provider” means any entity or entities transmittingor transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction. ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS 2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction. 2.2 Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction. 2.3 Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent. If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller’s receipt thereof, failing 183 12 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties. 2.4 Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties. 2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties. Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in theevent of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement. ARTICLE THREE: OBLIGATIONS AND DELIVERIES 3.1 Seller’s and Buyer’s Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point. 3.2 Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services 184 13 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point. 3.3 Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms ofthe Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the ForceMajeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure. ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE 4.1 Seller Failure. If Seller fails to schedule and/or deliver all orpart of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. 4.2 Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from theContract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES 5.1 Events of Default. An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following: (a)the failure to make, when due, any payment required pursuant to this Agreement if such failureis not remedied within three (3) Business Days after written notice; 185 14 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b)any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; (c)the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice; (d)such Party becomes Bankrupt; (e)the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof; (f)such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party; (g)if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amountof not less than the applicable Cross Default Amount (as specified in the Cover Sheet); (h)with respect to such Party’s Guarantor, if any: (i)if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated; (ii)the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice; 186 15 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (iii)a Guarantor becomes Bankrupt; (iv)the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or (v)a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty. 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non- Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable). 5.3 Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) allSettlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other amounts due to the Non- Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. 5.4 Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective. 5.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written 187 16 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the Termination Payment. 5.6 Closeout Setoffs. Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment,the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option C: Neither Option A nor B shall apply. 5.7 Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity. ARTICLE SIX: PAYMENT AND NETTING 6.1 Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments pursuant to Section 6.7). As soon as practicable after the end of each month, 188 17 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month. 6.2 Timeliness of Payment. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full. 6.3 Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived. 6.4 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billingperiod under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be nettedso that only the excess amount remaining due shall be paid by the Party who owes it. 6.5 Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due. 189 18 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 6.6 Security. Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement. 6.7 Payment for Options. The premiumamount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1. 6.8 Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactionsmay by agreement of the Parties, be netted into a single Transaction under which: (a)the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and (b)the Party owing the greater aggregate payment will pay the net difference owed between the Parties. Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate. ARTICLE SEVEN: LIMITATIONS 7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR 190 19 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS 8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.l(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or 8.1(d) are specified on the Cover Sheet, Section 8.1(b) shall apply exclusively. (a)Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements. Option B: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delayshall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Option C: Party A may request from Party B the information specified in the Cover Sheet. 191 20 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b)Credit Assurances. If Party A has reasonable grounds to believe that Party B’s creditworthiness or performance under this Agreement has become unsatisfactory, Party A will provide Party B with written notice requesting Performance Assurance in an amount determined by PartyA in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (c)Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A. Such PartyB Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d)Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Party B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Party B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (e)If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A. 192 21 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section 8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or 8.2(d) are specified on the Cover Sheet, Section 8.2(b) shall apply exclusively. (a)Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements. Option B: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financialstatements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Option C: Party B may request from Party A the information specified in the Cover Sheet. (b)Credit Assurances. If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then anEvent of Default under Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (c)Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral 193 22 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not suchamounts are due, for performance already provided pursuant to any and all Transactions. (d)Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then anEvent of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (e)If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B. 8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, orfor the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do anyone or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding 194 23 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exerciseof any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. ARTICLE NINE: GOVERNMENTAL CHARGES 9.1 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize all taxes , so long as neither Party is materially adversely affected by such efforts. 9.2 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority(“Governmental Charges”) on or with respect to the Product or a Transaction arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by law or regulation to remit or pay Governmental Chargeswhich are Seller’s responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under Article 6 of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the law. ARTICLE TEN: MISCELLANEOUS 10.1 Term of Master Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days’ prior written notice; provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to the Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their obligations with respect to such Transaction(s), or such Transaction(s) that have been terminated under Section 5.2 of this Agreement. 10.2 Representations and Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that: (i)it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; 195 24 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (ii)it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (iii)the execution, delivery and performance of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (iv)this Master Agreement, each Transaction (including any Confirmation accepted in accordance with Section 2.3), and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any Equitable Defenses. (v)it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (vi)there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (vii)no Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (viii)it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) and as to whether this Master Agreement and each such Transaction (including any Confirmation accepted in accordance with Section 2.3) is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (ix)it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; 196 25 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (x)it has entered into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in the Transaction to which it is a Party; (xi)with respect to each Transaction (including any Confirmation accepted in accordance with Section 2.3) involving the purchase or sale of a Product or an Option, it is aproducer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such; and (xii)the material economic terms of each Transaction are subject to individual negotiation by theParties. 10.3 Title and Risk of Loss. Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Quantity of the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. 10.4 Indemnity. Each Party shall indemnify, defend andhold harmless the other Party from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section 10.3. Each Party shall indemnify, defend and hold harmless the other Party against any Governmental Charges for which such Party is responsible under Article Nine. 10.5 Assignment. Neither Party shall assign this Agreement or itsrights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher thanthat of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request. 10.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 197 26 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile. Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith. 10.8 General. This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmation accepted in accordance with Section 2.3) constitute the entire agreement between the Parties relating to the subject matter. Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof. Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the term of this Agreement, such amendment will not in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party. Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as “Regulatory Event”) will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties. The term “including” when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months. This Agreement shall be binding on each Party’s successors and permitted assigns. 10.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement. If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be 198 27 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived. 10.10Forward Contract. The Parties acknowledge and agree that all Transactions constitute “forward contracts” within the meaning of the United States Bankruptcy Code. 10.11Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditionsof a Transaction under this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. 199 28 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association SCHEDULE M (THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM) A.The Parties agree to add the following definitions in Article One. “Act” means ______________________________.1 “Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof. “Special Fund” means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Public Power System’s obligations hereunder out of which amounts shall be paid to satisfy all of the Public Power System’s obligations under this Master Agreement for the entire Delivery Period. B.The following sentence shall be added to the end of the definition of “Force Majeure” in Article One. If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity. C.The Parties agree to add the following representations and warranties to Section10.2: Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entityor Public Power System are the duly elected or appointed incumbents in their positions and hold such 1 Cite the state enabling and other relevant statutes applicable to Governmental Entity or Public Power System. 200 29 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of GovernmentalEntity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets. D.The Parties agree to add the following sections to Article Three: Section 3.4 Public Power System’s Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement and (ii) an opinion of counsel for Governmental Entity or Public Power System, in form and substance reasonably satisfactory to the Other Party, regarding the validity, binding effect and enforceability of this Master Agreement against Governmental Entity or Public Power System in 201 30 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association respect of the Act and all other relevant constitutional organic or other governing documents and applicable law. Section 3.5 No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specificperformance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment. E.If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agreeto add the following section to Article Three: Section 3.6 Governmental Entity or Public Power System Security. With respect to each Transaction, Governmental Entity or Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for paymentof all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder throughout the entire Delivery Period. F.If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight: Section 8.4 Governmental Security. As security for payment and performance of Public Power System’s obligations hereunder, Public Power System hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Public Power System’s right, title and interest in and to [specify collateral]. 202 31 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association G.The Parties agree to addthe following sentence at the end of Section 10.6 - Governing Law: NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF _____________2 SHALL APPLY. 2 Insert relevant state for Governmental Entity or Public Power System. 203 32 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS “Ancillary Services” means any of the services identified by a Transmission Provider in its transmission tariff as “ancillary services” including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve- supplemental, as may be specified in the Transaction. “Capacity” has the meaning specified in the Transaction. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours. “Firm (LD)” means, with respect to a Transaction, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure. In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article Four. “Firm Transmission Contingent -Contract Path” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product in the case of the Seller from the generation source to the Delivery Point or in the case of the Buyer from the Delivery Point to the ultimate sink, and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This contingency shall excuse performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary. “Firm Transmission Contingent -Delivery Point” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission to the Delivery Point (in the case of Seller) or from the Delivery Point (in the case of Buyer) for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product, in the case of the Seller, to be delivered to the Delivery Point or, in the case of Buyer, to be received at the Delivery Point and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This transmission contingency excuses performance for the duration of the interruption or curtailment, notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary. Interruptions or curtailments of transmission other than the transmission either immediately to or from the Delivery Point shall not excuse performance “Firm (No Force Majeure)” means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an 204 33 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association amount determined pursuant to Article Four. Force Majeure shall not excuse performance of a Firm(No Force Majeure) Transaction. “Into ______________ (the “Receiving Transmission Provider”), Seller’s Daily Choice” means that, in accordance with the provisions set forth below, (1) the Product shall be scheduled and delivered to an interconnection or interface (“Interface”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which Interface,in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area; and (2) Seller has the right on a daily prescheduled basis to designate the Interface where the Product shall be delivered. An “Into” Product shall be subject to the following provisions: 1.Prescheduling and Notification. Subject to the provisions of Section 6, not later than the prescheduling deadline of 11:00 a.m. CPT on the Business Day before the next delivery day or as otherwise agreed to by Buyer and Seller, Seller shall notify Buyer (“Seller’s Notification”) of Seller’s immediate upstream counterparty and the Interface (the “Designated Interface”) where Seller shall deliver the Product for the next delivery day, and Buyer shall notify Seller of Buyer’s immediate downstream counterparty. 2.Availability of “Firm Transmission” to Buyer at Designated Interface; “Timely Request for Transmission,” “ADI” and “Available Transmission.” In determining availability to Buyer ofnext-day firm transmission (“Firm Transmission”) from the Designated Interface, a “Timely Request for Transmission” shall mean a properly completed request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after delivery of Seller’s Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller’s Notification, then such request by Buyer shall be made within 30 minutes of the time when the Receiving Transmission Provider first opens thereafter for purposes of accepting requests for Firm Transmission. Pursuant to the terms hereof, delivery of the Product may under certain circumstances be redesignated to occur at an Interface other than the Designated Interface (any such alternate designated interface, an “ADI”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which ADI, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area using either firm or non-firm transmission, as available on a day-ahead or hourly basis (individually or collectively referred to as “Available Transmission”) within the Receiving Transmission Provider’s transmission system. 3.Rights of Buyer and Seller Depending Upon Availability of/Timely Request for Firm Transmission. A.Timely Request for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer. If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider 205 34 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association and Buyer purchases such Firm Transmission, then Seller shall deliver and Buyer shall receive the Product at the Designated Interface. i.If the Firm Transmission purchased by Buyer within the Receiving Transmission Provider’s transmission system from the Designated Interface ceases to be available to Buyer for any reason, or if Seller is unable to deliver the Product at the Designated Interface for any reason except Buyer’s non- performance, then at Seller’s choice from among the following, Seller shall: (a) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, require Buyer to purchase such Firm Transmission from such ADI, and schedule and deliver theaffected portion of the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, or (b) require Buyer to purchase non- firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by Seller, or (c) to the extent firm transmission is available on an hourly basis, require Buyer to purchase firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of such hourly firm transmission from the Designated Interface or an ADI designated by Seller. ii.If the Available Transmission utilized by Buyer as required by Seller pursuant to Section 3A(i) ceases to be available to Buyer for any reason, then Seller shall again have those alternatives stated in Section 3A(i) in order to satisfy its obligations. iii.Seller’s obligation to schedule and deliver the Product at an ADI is subject to Buyer’s obligation referenced in Section 4B to cooperate reasonably therewith. If Buyer and Seller cannot complete the scheduling and/or delivery at an ADI, then Buyer shall be deemed to have satisfied its receipt obligations to Seller and Seller shall be deemed to have failed its delivery obligations to Buyer, and Seller shall be liable to Buyer for amounts determined pursuant to Article Four. iv.In each instance in which Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI pursuant to Sections 3A(i) or (ii), and Firm Transmission had been purchased by both Seller and Buyer into and within the Receiving Transmission Provider’s transmission system as to the scheduled delivery which could not be completed as a result of the interruption or curtailment of such Firm Transmission, Buyer and Seller shall bear their respective transmission expenses and/or associated congestion charges incurred in connection with efforts to complete delivery by such alternative scheduling and delivery arrangements. In any instance except as set forth in the immediately preceding sentence, Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI under Sections 3A(i) or (ii), Seller shall be responsiblefor any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with such alternative scheduling arrangements. 206 35 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association B.Timely Request for Firm Transmission Made by Buyer but Rejected by the Receiving Transmission Provider. If Buyer’s Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider because of unavailability of Firm Transmission from the Designated Interface, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider’s notice of rejection (“Buyer’s Rejection Notice”). If Buyer timely notifies Seller of such unavailability of Firm Transmission from the Designated Interface, then Seller shall be obligated either (1) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, to require Buyer to purchase (at Buyer’s own expense) such Firm Transmission from such ADI and schedule and deliver the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, and thereafter the provisions in Section 3A shall apply, or (2) to require Buyer to purchase (at Buyer’s own expense) non-firm transmission, and schedule and deliver the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by the Seller, in which case Seller shall bear the risk of interruption or curtailment of the non-firm transmission; provided, however, that if the non-firm transmission is interrupted or curtailed or if Seller is unable to deliver the Product for any reason, Seller shall have the right to schedule and deliver the Product to another ADI in order to satisfy its delivery obligations, in which case Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with Seller’s inability to deliver the Product as originally prescheduled. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall bear the risk ofinterruption or curtailment of transmission from the Designated Interface, and the provisions of Section 3D shall apply. C.Timely Request for Firm Transmission Made by Buyer, Accepted by the Receiving Transmission Provider and not Purchased by Buyer. IfBuyer’s Timely Request for Firm Transmission is accepted by the Receiving Transmission Provider but Buyer elects to purchase non-firm transmission rather than Firm Transmission to take delivery of the Product, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four. D.No Timely Request for Firm Transmission Made by Buyer, or Buyer Fails to TimelySend Buyer’s Rejection Notice. If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer’s Rejection Notice, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four. 207 36 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 4.Transmission. A.Seller’s Responsibilities. Seller shall be responsible for transmission required to deliver the Product to the Designated Interface or ADI, as the case may be. It is expressly agreed that Seller is not required to utilize Firm Transmission for its delivery obligations hereunder, and Seller shall bear the risk of utilizing non-firm transmission. If Seller’s scheduled delivery to Buyer is interrupted as a result of Buyer’s attempted transmission of the Product beyond the Receiving Transmission Provider’s system border, then Seller will be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed tohave failed to receive the Product and Buyer shall be liable to Seller for damages pursuant to Article Four. B.Buyer’s Responsibilities. Buyer shall be responsible for transmission required to receive and transmit the Product at and from the Designated Interface or ADI, as the case may be, and except as specifically provided in Section 3A and 3B, shall be responsible for any costs associated with transmission therefrom. If Seller is attempting to complete the designation of an ADI as a result of Seller’s rights and obligations hereunder, Buyer shall co-operate reasonably with Seller in order to effect such alternate designation. 5.Force Majeure. An “Into” Product shall be subject to the “Force Majeure” provisions in Section 1.23. 6.Multiple Parties in Delivery Chain Involving a Designated Interface. Seller and Buyer recognize that there may be multiple parties involved in the delivery and receipt of the Product at the Designated Interface or ADI to the extent that (1) Seller may be purchasing the Product from a succession of other sellers (“Other Sellers”), the first of which Other Sellers shall be causing the Product to be generated from a source (“Source Seller”) and/or (2) Buyer may be selling the Product to a succession of other buyers (“Other Buyers”), the last of which Other Buyers shall be using the Product to serve its energy needs (“Sink Buyer”). Seller and Buyer further recognize that in certain Transactions neither Seller nor Buyer may originate the decision as to either (a) the original identification of the Designated Interface or ADI (which designation may be made by the Source Seller) or (b) the Timely Request for Firm Transmission or the purchase of other Available Transmission (which request may be made by the Sink Buyer). Accordingly, Seller and Buyer agree as follows: A.If Seller is not the Source Seller, then Seller shall notify Buyer of the Designated Interface promptly after Seller is notified thereof by the Other Seller with whom Seller has a contractual relationship, but in no event may such designation of the Designated Interface be later than the prescheduling deadline pertaining to the Transaction between Buyer and Seller pursuant to Section 1. B.If Buyer is not the Sink Buyer, then Buyer shall notify the Other Buyer with whom Buyer has a contractual relationship of the Designated Interface promptly after Seller notifies Buyer thereof, with the intent being that the party bearing actual responsibility to secure transmission shall have up to 30 minutes after receipt of the Designated Interface to submit its Timely Request for Firm Transmission. 208 37 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association C.Seller and Buyer each agree that any other communications or actions required to be given or made in connection with this “Into Product” (including without limitation, information relating to an ADI) shall be made or taken promptly after receipt of the relevant information from the Other Sellers and Other Buyers, as the case may be. D.Seller and Buyer each agree that in certain Transactions time is of the essence and it may be desirable to provide necessary information to Other Sellers and Other Buyers in order to complete the scheduling and delivery of the Product. Accordingly, Seller and Buyer agree that each has the right, but not the obligation, to provide information at its own risk to Other Sellers and Other Buyers, as the case may be, in order to effect the prescheduling, scheduling and delivery of the Product “Native Load” means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve. “Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of either Party. “System Firm” means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in the Transaction (the “System”) with non-firm transmission to and from the Delivery Point, unless a different Transmission Contingency is specified in a Transaction. Seller’s failure to deliver shall be excused: (i) by an event or circumstance which prevents Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Seller; (ii) by Buyer’s failure to perform; (iii) to the extent necessary to preserve the integrity of, or prevent or limit any instability on, the System; (iv) to the extent the System or the control area or reliability council within which the System operates declares an emergency condition, as determined in the system’s, or the control area’s, or reliability council’s reasonable judgment; or (v) by the interruption or curtailment of transmission to the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Seller’s performance. Buyer’s failure to receive shall be excused (i) by Force Majeure; (ii) by Seller’s failure to perform, or (iii) by the interruption or curtailment of transmission from the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Buyer’s performance. In any of such events, neither party shall be liable to the other for any damages, including any amounts determined pursuant to Article Four. “Transmission Contingent” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is unavailable or interrupted or curtailed for any reason, at any time, anywhere from the Seller’s proposed generating source to the Buyer’s proposed ultimate sink, regardless of whether transmission, if any, that such Party is attempting to secure and/or has purchased for the Product is firm or non-firm. If the transmission (whether firm or non-firm) that Seller or Buyer is attempting to secure is from source to sink is unavailable, this contingency excuses performance for the entire Transaction. If the transmission (whether firm or non-firm) that Seller 209 38 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association or Buyer has secured from source to sink is interrupted or curtailed for any reason, this contingency excuses performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Article 1.23 to the contrary. “Unit Firm” means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a generation asset or assets specified in the Transaction. Seller’s failure to deliver under a “Unit Firm” Transaction shall be excused: (i) if the specified generation asset(s) are unavailable as a result of a Forced Outage (as defined in the NERC Generating Unit Availability Data System (GADS) Forced Outage reporting guidelines) or (ii) by an event or circumstance that affects the specified generation asset(s) so as to prevent Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, and which is not within the reasonable control of, or the result of the negligence of, the Seller or (iii) by Buyer’s failure to perform. In any of such events, Seller shall not be liable to Buyer for any damages, including any amounts determined pursuant to Article Four. 210 39 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER This confirmation letter shall confirm the Transaction agreed to on ___________, ___ between __________________________ (“Party A”) and _____________________ (“Party B”) regarding the sale/purchase of the Product under the terms and conditions as follows: Seller: Buyer: Product: []Into _________________, Seller’s Daily Choice []Firm (LD) []Firm (No Force Majeure) []System Firm (Specify System: ) []Unit Firm (Specify Unit(s): ) []Other []Transmission Contingency (If not marked, no transmission contingency) []FT-Contract Path Contingency []Seller []Buyer []FT-Delivery Point Contingency []Seller []Buyer []Transmission Contingent []Seller []Buyer []Other transmission contingency (Specify: ) Contract Quantity: Delivery Point: Contract Price: Energy Price: Other Charges: 211 40 Version 2.1 (modified 4/25/00)©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Confirmation Letter Page 2 Delivery Period: Special Conditions: Scheduling: Option Buyer: Option Seller: Type of Option: Strike Price: Premium: Exercise Period: This confirmation letter is being provided pursuant to and in accordance with the Master Power Purchase and Sale Agreement dated ______________ (the “Master Agreement”) between Party A and Party B, and constitutes part of and is subject to the terms and provisions of such Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement. [Party A][PartyB] Name: Name: Title: Title: Phone No: Phone No: Fax: Fax: 212 EEI Master Agreement Cover Sheet SCE version 03.22.2018 1 [THIS MASTER AGREEMENT IS SUBJECT TO SCE MANAGEMENT REVIEW AND APPROVAL1] MASTER POWER PURCHASE AND SALE AGREEMENT COVER SHEET This Master Power Purchase and Sale Agreement (Version 2.1; modified 4/25/00) (“Master Agreement”) is made as of the following date: April [__], 2018 (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support, margin agreement, or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement”. The Parties to this Master Agreement are the following: Name:City of Vernon (“Party A”)Name:Southern California Edison Company (“Party B”) All Notices:All Notices: Street: 4305 Santa Fe Ave.Street: 2244 Walnut Grove Ave., G.O.1, Quad 1C City: Vernon, CA Zip: 91423 City: Rosemead, CA Zip: 91770 Attn: Public Utilities Phone: (323) 583-8811 Facsimile: (323) 826-3629 Email: Bulkpower@ci.vernon.ca.us Duns: 060883022 Federal Tax ID Number: 95-6000808 Attn: Director, Energy Contracts Management Phone: (626) 302-3126 Facsimile: (626) 302-1103 Email: Energycontracts@sce.com Duns: 006908818 Federal Tax ID Number: 95-1240335 Invoices: Attn: City of Vernon Treasury Dept. Phone: (323) 583-8811 Ext: 227 Facsimile: (323) 826-3629 Invoices: Attn: EPM & Contract Settlements Phone: (626) 302-8908 Facsimile: (626) 302-3276 Email: PPFDPowerSettle@sce.com Scheduling: Attn: Shawn Sharifzadeh & Efrain Sandoval Phone: (323) 826-3625 Facsimile: (323) 826-3629 Scheduling: Attn: Manager or Day Ahead Operations Phone: (626) 307-4425 or (626) 307-4420 Facsimile: (626) 307-4413 E-mail: presched@sce.com Payments: Attn: City of Vernon Treasury Dept. Phone: (323) 583-8811 Ext: 227 Facsimile: (323) 826-3629 Payments: Attn: EPM & Contract Settlements Phone: 626-302-8908 Facsimile: (626) 302-3276 E-mail:PPFDPowerSettle@sce.com Wire Transfer: BNK: East West Bank ABA: 322070381 ACCT: 80362791 Wire Transfer: BNK: JP Morgan Chase Bank ABA: 021000021 ACCT: 323-394434 Credit and Collections: Attn: Javier Valdez Phone: (323) 583-8811 Ext:825 Facsimile: (323) 826-3629 Credit: Attn: Manager of Credit Risk Phone: (626) 302-3672 1 [SCE Comment: Greenhighlights are comments or instructions to be deleted prior to final execution.]213 EEI Master Agreement Cover Sheet SCE version 03.22.2018 2 Confirmations: Attn: City of Vernon Treasury Dept. Phone: (323) 583-8811 Ext: 227 Facsimile: (323) 826-3629 Confirmations: Attn: Confirmation Coordinator Phone: (626) 302-3383 Facsimile: (626) 302-3410 Email: SCERiskControl@sce.com Collateral: Southern California Edison Company Attn: Manager of Risk Operations & Collateral Management 2244 Walnut Grove Avenue, GO1 Quad 2A Rosemead, CA 91770 Phone: (626) 302-3383 Email: SCECollateral@sce.com With additional Notices of an Event of Defaultor Potential Event of Default to: Attn: City of Vernon Phone: (323) 583-8811 Facsimile: With additional Notices of an Event of Default or Potential Event of Default to: Southern California Edison Company 2244 Walnut Grove Ave., G.O.1, Quad 1C Rosemead, CA 91770 Attn: Director, Contracts Management and Administration Phone: (626) 302-3126 Facsimile: (626) 302-8168 Email: Energycontracts@sce.com and Attention: Director and Managing Attorney Power Procurement Section E-mail: PPLegalNotice@sce.com The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: PartyA Tariff Tariff Dated Docket Number Party B Tariff Tariff Original Vol. No. 8 Dated 09/01/2002 Docket Number ER 02-2263-000 214 EEI Master Agreement Cover Sheet SCE version 03.22.2018 3 Article Two Transaction Terms and Conditions Optional provision in Section 2.4. If not checked, inapplicable. Article Four Remedies for Failure to Deliver or Receive Accelerated Payment of Damages. If not checked, inapplicable. Article Five Events of Default; Remedies 5.1(g) Cross Default for Party A: Party A:Cross Default Amount $________ Other Entity:[Guarantor, if applicable]Cross Default Amount $________ 5.1(g) Cross Default for Party B: Party B: Southern California Edison Company. Cross Default Amount $200,000,000 Other Entity: Not Applicable.Cross Default Amount $________ 5.6 Closeout Setoff Option A, as amended. Option B -Affiliates shall have the meaning set forth in the Agreement unless otherwise specified asfollows: Option C (No Setoff). Article Eight Credit and Collateral Requirements 8.1 Party A Credit Protection: (a) Financial Information: Option A, as amended. Option B Specify: Option C Specify: 215 EEI Master Agreement Cover Sheet SCE version 03.22.2018 4 (b) Credit Assurances: Not Applicable. Applicable. (c) Collateral Threshold: Not Applicable. Applicable, as specified in Paragraph 10 to the EEI Collateral Annex. (d) Downgrade Event: Not Applicable. Applicable. If applicable, complete the following: It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below ______ from S&P or _________ from Moody's or if Party B is not rated by any Ratings Agency. Other: Specify: (e) Guarantor for Party B: Not Applicable. Guarantee Amount: Not Applicable. 8.2 Party B Credit Protection: (a) Financial Information: Option A, as amended. Option B, as amended. Specify: [Guarantor or other party specified, if applicable]________________ Option C Specify: ___________ (b) Credit Assurances: Not Applicable. Applicable. (c) CollateralThreshold: Not Applicable. Applicable, as specified in Paragraph 10 to the EEI Collateral Annex. (d) DowngradeEvent: Not Applicable. Applicable. 216 EEI Master Agreement Cover Sheet SCE version 03.22.2018 5 If applicable, complete the following: It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below ___ from S&P or ___ from Moody's or if Party A is not rated by any Ratings Agency. Other: Specify: (e) Guarantorfor Party A: Guarantee Amount: $__________ Article Ten Confidentiality Confidentiality Applicable. If not checked, inapplicable. Schedule M Party A is a Governmental Entity or Public Power System. Party B is a Governmental Entity or Public Power System. Add Section 3.6. If not checked, inapplicable. Add Section 8.4. If not checked, inapplicable. 217 EEI Master Agreement Cover Sheet SCE version 03.22.2018 6 Other Changes The following changes shall be applicable. ARTICLE ONE: GENERAL DEFINITIONS. Amend Article One as follows: Section 1.4 is amended by (i) deleting the word “or” in the first line, and (ii) inserting the words “, or the Friday immediately following the U.S. Thanksgiving holiday” immediately after “Bank holiday”. Section 1.11 is amended by (i) deleting the words “attorneys’ fees and” and (ii) inserting the words “(excluding attorneys’ fees)” after the word “expenses” in the fifth line. Section 1.12 is amended to read as follows: “1.12 ‘Credit Rating’means with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancements) by the Ratings Agencies. If no rating is assigned to such entity’s unsecured, senior long-term debt or deposit obligations the Ratings Agencies, then ‘Credit Rating’ shall mean the general corporate credit rating or long-term issuer rating assigned to such entity by the Ratings Agencies. If any entity is rated by more than one Ratings Agency and the ratings are at different levels, then ‘Credit Rating’ means the lowest such rating.” Section 1.24 is amended by inserting the words “in accordance with Section 5.2(b)” immediately after “reasonable manner”. Section 1.27 is amended to read as follows: “1.27 ‘Letter of Credit’ means an irrevocable, nontransferable standby letter of credit, substantially in the form of Schedule 1 and acceptable to Secured Party, issued by a major U.S. commercial bank, or the U.S. branch office of a foreign bank with, in either case, a Credit Rating of at least A-by S&P or A3 by Moody’s. If such bank is rated by more than one Ratings Agency and the ratings are at different levels, the lowest rating shall be the Credit Rating for this purpose. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.” Section 1.28 is amended by inserting the words “in accordance with Section 5.2(b)” immediately after “reasonable manner”. Section 1.50 is amended by replacing the term “Section 2.4” with the term “Section 2.5”. Section 1.51 is amended by (i) deleting the phrase “at the Delivery Point” and replacing it with “, from an entity that is not an Affiliate of either Party,”; (ii) in clause (ii) inserting after the phrase “at Buyer’s option,” the phrase “absent a purchase from an entity that is not an Affiliate of either Party,”; and (iii) in the last sentence thereof deleting the phrase “at the Delivery Point” and replacing it with “thatis not an Affiliate of either Party”. Section 1.53 is amended by (i) deleting the phrase “at the Delivery Point” and replacing it with “, to an entity that is not an Affiliate of either Party,”; (ii) in clause (ii) inserting after the phrase “at Seller’s option,” the phrase “absent a sale to an entity that is not an Affiliate of either Party,”; and (iii) in the last sentence thereof deleting 218 EEI Master Agreement Cover Sheet SCE version 03.22.2018 7 the phrase “at the Delivery Point” and replacing it with “that is not an Affiliate of either Party”. New Sections 1.62, 1.63, 1.64, 1.65, 1.66, 1.67, and 1.68 are added to read as follows: “1.62 ‘Forward Price Assessments’ means quotations solicited or obtained in good faith from regularly published and widely-distributed forward price assessments from a broker that isnot an Affiliate of either Party and who is actively participating in markets for the relevant Products.” “1.63 ‘Market Quotation Average Price’ means the arithmetic mean of the quotations solicited in good faith from not less than three (3) Reference Market- Makers (as hereinafter defined); provided, however, that the Party obtaining the quotes shall use reasonable efforts to obtain good faith quotations from at least five (5) Reference Market-Makers and, if at least five (5) such quotations are obtained, the Market Quotation Average Price shall be determined by disregarding the highest and lowest quotations and taking the arithmetic mean of the remaining quotations. The quotations shall be based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to each Terminated Transaction. The quote must be obtained assuming that the Party obtaining the quote will provide sufficient credit support for the proposed transaction. Each quotation shall be obtained in good faith by such Party, to the extent reasonably practicable, as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date, such day and time as of which those quotations will be selected shall be specified in accordance with Section 5.2. If fewer than three (3) quotations are obtained, it will be deemed that the Market Quotation Average Price in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.” “1.64 ‘Merger Event’ means, with respect to a Party or its Guarantor, that such Party or its Guarantor consolidates or amalgamates with, merges into or with, or transfers substantially all its assets to another entity and (i) theresulting entity fails to assume all the obligations of such Party hereunder or of such Party’s Guarantor under its guaranty, or (ii) the benefits of any credit support provided by such Party pursuant to Article Eight, or any guaranty provided by such Party’s Guarantor, fail to extend to the performance of such resulting, surviving or transferee entity’s obligations hereunder, or (iii) the resulting entity’s creditworthiness is materially weaker than that of such Party or its Guarantor immediately prior tosuch action. The creditworthiness of the resulting entity shall not be deemed to be ‘materially weaker’ so long as the resulting entity maintains a Credit Rating of at least that of the applicable Party or its Guarantor, as the case may be, immediately prior to the consolidation, merger or transfer.” “1.65 ‘Ratings Agency’ means any of S&P and Moody’s, and any other ratings agency agreed by the Parties (collectively the ‘Ratings Agencies’).” “1.66 ‘Reference Market-Maker’ means a leading dealer in therelevant market that is not an Affiliate of either Party and that is selected by a Party in good faith among dealers of the highest credit standing which satisfy all the criteria that such Party applies generally at the time in deciding whether to offer or to make an extension of credit. Such dealer may be represented by a broker.” “1.67 ‘Specified Energy Transaction’ means any transaction (including an agreement with respect to any such transaction)now existing or hereafter entered into between Party Aand Party B (or any Guarantor of such Party) which is not a 219 EEI Master Agreement Cover Sheet SCE version 03.22.2018 8 Transaction under this Agreement, which is a transaction under the International Swaps and Derivatives Association Master Agreement, the North American Energy Standards Board Base Contract for Purchase and Sale of Natural Gas, the WSPP Agreement, or under any other agreement with respect to the purchase, sale, or transfer of (a) wholesale physical electric energy, capacity, ancillary services or resource adequacy benefits; (b) wholesale physicalnatural gas; (c) transmission services or capacity, (d) emissions (including greenhouse gas emissions) related credits, allowances or offsets, or (e) financial derivative products related to any of the foregoing.” ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS. Amend Article Two as follows: Section 2.1 is amended by adding the following sentence to the end thereof “Any Transaction formed and effectuated pursuant to the foregoing shall be considered a ‘writing’ or ‘in writing’ and to have been ‘signed’ by each Party or otherwise binding on the Parties.” Section 2.2 is amended to delete the second comma after the words “supplements hereto),” and before “the Party” in the second sentence. Section 2.4 is amended by (i) deleting the words “either orally or” after the phrase “Section 2.3 unless agreed to” in the second to last line thereof. Section 2.5 is amended (i) to delete the phrase “Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation,”; (ii) by capitalizing the word “each” in the first sentence; and (iii) replacing the words “Parties to this Master Agreement” with “Parties’ trading and marketing personnel”. A new Section 2.6 is added to read as follows: “2.6 Imaged Agreement. Any original executed Master Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the ‘Imaged Agreement’). The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper or into other written format, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation, or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation, or the Imaged Agreement) on the basis that such were not originated or maintained in documentary or written form under either the hearsay rule or the best evidence rule. However, nothing in this Section 2.6 shall preclude a Party from challenging the admissibility of such evidence on some other grounds, including, without limitation, the basis that such evidence has been materially or substantially altered from the original.” ARTICLE THREE: OBLIGATIONS AND DELIVERIES. Amend Article Three as follows: A new Section 3.4 is added to read as follows: “3.4 Index Transactions. If the Contract Price for a Transaction is determined 220 EEI Master Agreement Cover Sheet SCE version 03.22.2018 9 by reference to an index, then the following provisions shall be applicable to such Transaction. (a) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of the price quotations for the relevant commodity and relevant Business Days that are obtained from no more than two (2) Reference Market-Makers selected by each Party. (b) For purposes of this Section 3.4, the following definitions shall apply: (i) ‘Determination Period’means each calendar month a part or all of which is within the Delivery Period of a Transaction. (ii) ‘Exchange’means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction. (iii) ‘Floating Price’means a price per unit in $U.S.specified in a Transaction that is based upon a Price Source. (iv) ‘Market Disruption Event’means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified fordetermining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price. (v) ‘Price Source’means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. (vi) ‘Trading Day’means a day in respect of which the relevant Price Source published the Floating Price. (c) Corrections to Published Prices. For purposes of determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within twelve (12) months of the original publication or announcement, either Party may notify the other Party of (i) 221 EEI Master Agreement Cover Sheet SCE version 03.22.2018 10 that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than ten (10) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. (d) Calculation of Floating Price. For the purposes of the calculation of a Floating Price, all numbers shall be rounded to three (3) decimal places. If the fourth (4th) decimal number is five (5) or greater, then the third (3rd) decimal number shall be increased by one (1), and if the fourth (4th) decimal number is less than five (5), then the third (3rd) decimal number shall remain unchanged.” ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES. Amend Article Five as follows: Section 5.1(e) is amended by adding after the word “hereof” the phrase “or any other credit arrangement, including, but not limited to, the Collateral Annex (or any similar agreement) related to this Agreement”. Section 5.1(f) is amended to read as follows: “(f) a Merger Event occurs with respect to such Party or its Guarantor, if applicable;” Section 5.1(h)(iv) is amended by inserting the words “made in connection with this Agreement” after the first instance of the word “guaranty”. Section 5.1(h)(v) is amended by inserting the words “made in connection with this Agreement” after the word “guaranty”. Section 5.1 is amended by adding the following Sections 5.1(i) and 5.1(j)at the end thereof: “(i) an event of default occurs (howsoever determined) under a Specified Energy Transaction with respect to such Party and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of that Specified Energy Transaction; or (j) the Party disaffirms, disclaims, repudiates, or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered bythat Party, or any Transaction evidenced by such a Confirmation.” Section 5.2 is amended by (i) inserting “(a)” at the beginning thereof; (ii) reversing the placement of “(i)” and “to”; (iii) inserting after the words “designate a day” the words “and timeof day” in clause (i) thereof; (iv) replacing the phrase “as soon thereafter as is reasonably practicable)” with “, then each such Transaction —individually, an ‘Excluded Transaction’ and collectively, the ‘Excluded Transactions’—shall be terminated as soon thereafter as is reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction) and the Termination Payment payable in connection with all Terminated Transactions shall be calculated in accordance with 222 EEI Master Agreement Cover Sheet SCE version 03.22.2018 11 this Section 5.2 and with Section 5.3 below”; and (v) adding the following paragraph at the end thereof: “(b) The Non-Defaulting Party shall determine its Gains and Losses by determining the Market Quotation Average Price for each Terminated Transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to any Terminated Transaction, then the Non- Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by calculating the arithmetic mean of at least three (3) Forward Price Assessments for transactions substantially similar to each Terminated Transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts to obtain at least three (3) Forward Price Assessments with respect to any Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties including, without limitation, index prices, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads, or other relevant market data in the relevant markets; provided, however, that the provider of such information shall not be an Affiliate of either Party. Only in the event the Non-Defaulting Party is not able, after using commercially reasonable efforts, to obtain such third party information, then the Non-Defaulting Party may calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to it internally.” Section 5.3 is amended by (i) deleting the “:” in the second line thereof; (ii) replacing the words “Agreement against” with “Agreement, against” immediately before “(b)”; and (iii) inserting the phrase “any cash then available to the Defaulting Party pursuant to Article Eight,” between the words “Non-Defaulting Party,” and “plus any” in the sixth line thereof. Section 5.4 is amended by inserting the phrase “but in no event more than fifteen (15) Business Days following the Early Termination Date,” after the phrase “liquidation,” in the second line thereof. Section 5.6 Option A is amended by (i) inserting the following phrase “with respect to the Specified Energy Transactions,” before the words “and/or(ii)” and (ii)adding the following at the end thereof : “Notwithstanding anything to the contrary contained in this Master Agreement, or in any other agreement, instrument, or undertaking between the Parties with respect to a Specified Energy Transaction, if an Early Termination Date has been designated pursuant to Section 5.2, then, in addition tothe other remedies provided in this Master Agreement, the Non-Defaulting Party may accelerate, liquidate and terminate all, but not less than all, Specified Energy Transactions between the Parties.” Section 5.7 is amended to capitalize the word “early” inline 6 to read “Early”. ARTICLE SIX: PAYMENT AND NETTING. Amend Article Six as follows: Section 6.3 is amended to read as follows: 223 EEI Master Agreement Cover Sheet SCE version 03.22.2018 12 “6.3 Disputes and Adjustments of Invoices. A Party may adjust any invoice rendered by it under this Agreement to correct any arithmetic or computational error or to include additional charges or claims within twenty-four (24) months after the close of the month in which the obligations being invoiced arose. A receiving Party may, in good faith, dispute the correctness of any invoice or of any adjustment to any invoice previously rendered to it by providing notice to the other Party on or before the later of (i) twelve (12) months of the date of receipt of such invoice or adjusted invoice, or (ii) twenty-four (24) months after the close of the month in which the obligation being invoiced arose. Failure to provide such notice within the time frame set forth in the preceding sentence waives the dispute with respect to such invoice. A Party disputing all or any part of an invoice or an adjustment to an invoice previously rendered to it may pay only the undisputed portion of the invoice when due, provided such Party provides notice to the other Party of the basis for and amount of the disputed portion of the invoice that has not been paid. The disputed portion of the invoice must be paid within two (2) Business Days of resolution of the dispute, along with interest accrued at the Interest Rate from and including the original due date of the invoice to but excluding the date the disputed portion of the invoice is actually paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment but excluding the date repaid or deducted by the Party receiving such overpayment. An invoice can only be adjusted or amended after it was originally rendered within the time frames set forth in this Section 6.3. If an invoice is not rendered within twenty-four (24) months after the close of the month in which the payment obligations arose, the right to payment for that month under this Agreement is waived.” Section 6.7 is amended to replace the phrase “Section 6.1” with the phrase “Section 6.2”. ARTICLE SEVEN: LIMITATIONS. Amend Article Seven as follows: Section 7.1 is amended to (i) delete the phrase “EXCEPT AS SET FORTH HEREIN” in the first sentence; and (ii) in the fifth sentence (a) replace in its entirety the phrase “UNLESS EXPRESSLY HEREIN PROVIDED” with “NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY”; (b) add the following phrase “SET FORTH IN THIS AGREEMENT”after the words “INDEMNITY PROVISION”; and (c) add the following phrase “; PROVIDED, HOWEVER, THAT NOTHING IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OF SECTIONS 5.2 AND 5.3 OF THIS AGREEMENT” after the words “OR OTHERWISE”. ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS. Amend Article Eight as follows: Section 8.1(a) Option A is amended toadd (i) the following phrase “(income statement, balance sheet, statement of cash flows and statement of retained earnings and all accompanying notes) after the words “consolidated financial statements” in the third line; (ii) the phrase “setting forth ineach case in comparative form the figures for the previous year” after the words “for such fiscal year,” in the third line; and (iii) the phrase “and the portion of the fiscal year through the end of such quarter, setting forth 224 EEI Master Agreement Cover Sheet SCE version 03.22.2018 13 in each case in comparative form the figures for the previous year certified in accordance with all applicable laws and regulations, including without limitation all applicable Securities and Exchange Commission rules and regulations, provided however, for the purposes of this (i)and (ii), if Party B’s financial statements are publicly available electronically on the Securities and Exchange Commission’s website or Party B’s website, then Party B shall be deemed to have met this requirement” after the words “for such fiscal quarter” in the fifth line. Section 8.2(a) Option A is amended to add (i) the following phrase “(income statement, balance sheet, statement of cash flows and statement of retained earnings and all accompanying notes)” after the words “consolidated financial statements” in the third line; (ii) the phrase “setting forth in each case in comparative form the figures for the previous year” after the words “for such fiscal year,” in the third line; and (iii) the phrase “and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year and that are: (1) certified in accordance with all applicable laws and regulations, including without limitation all applicable Securities and Exchange Commission rules and regulations, if Party A is an SEC reporting company; or (2)certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-endaudit adjustments), if Party A is not an Securities and Exchange Commissionreporting company; provided however, for the purposes of this (i) and (ii), if Party A’s financial statements are publicly available electronically on the Securities and Exchange Commission’s website or Party A’s website, then Party A shall be deemed to have met this requirement” after the words “for such fiscal quarter” in the fifth line; and (v) at the end thereof the phrase “For purposes of this Section, ‘Responsible Officer’ shall mean the Chief Financial Officer, Treasurer or any Assistant Treasurer of Party A or any employee of Party A designated by any of the foregoing, if Party A is not an Securities and Exchange Commission reporting company.”. A new Section 8.4 is added to read as follows: “8.4 CaliforniaCommercial Code Waiver. This Agreement and the Collateral Annex set forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances. Except as expressly set forth in the options elected by the Parties in respect of Sections 8.1 and 8.2, in Section 8.3, and in the relevant portions of the Collateral Annex, neither Party: (a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, nor (b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party that is complying with the relevant provisions of Section 8 of this Master Agreement and of the relevant provisions of the Collateral Annex; and all implied rights relating to financial assurances arising from Section 2609 of the CaliforniaCommercial Code or case law applying similar doctrines, are hereby waived.” ARTICLE NINE: GOVERNMENTAL CHARGES. Amend Article Nine as follows: Section 9.2, is amended to add the words “, charges, or fees” after the word “taxes” in 225 EEI Master Agreement Cover Sheet SCE version 03.22.2018 14 the first line thereof. ARTICLE TEN: MISCELLANEOUS. Amend Article Ten as follows: Section 10.2(vi) is amended to add the phrase “(for purposes of this Section 10.2(vi), Party B shall be deemed to have no Affiliates)” after the word “Affiliates”. Section 10.2(x) is amended to read as follows: “(x) it is an ‘eligible commercial entity’ within the meaning of the Commodity Exchange Act, as otherwise amended, updated or modified from time to time;” Section 10.2(xi) is amended to read as follows: “(xi) it is an ‘eligible contract participant’ within the meaning of the Commodity Exchange Act, as otherwise amended, updated or modified from time to time; and” Section 10.2(xii) is amended to read as follows: “(xii) each Transaction that is not executed or traded on a ‘trading facility’, as defined in the Commodity Exchange Act, as otherwise amended, updated or modified from time to time, is subject to individual negotiation by the Parties.” Section 10.4 is amended by adding the following sentence at the end thereof: “Neither Party shall be liable with respect to any Claim to the extent that such Claim resulted from the negligence, willful misconduct, or bad faith of the indemnified Party.” Section 10.5 is amended as follows: (a) add the following phrase to the end of clause (i) immediately after the word “arrangements” the phrase “to any person or entity whose creditworthiness is equal to or higher than that of such Party”; (b) in clause (ii) replace the words “affiliate” and “affiliate’s” with, respectively “Affiliate” and “Affiliate’s”; and (c) in clause (iii) immediately after the words “substantially all of the assets” insert the words “of such Party and”. Section 10.6 is amended to read as follows: “10.6 Governing Law; Venue; Dispute Resolution. (a) Governing Law and Venue: THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Parties hereby consent to conduct all dispute resolution, judicial actions or proceedings arising directly, indirectly or otherwise in conjunction with, out of, related to, or arising from this Agreement in Los Angeles County, California. (b) Dispute Resolution: (i) Mediation. The Parties agree that any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to this 226 EEI Master Agreement Cover Sheet SCE version 03.22.2018 15 Agreement, or to either Party’s performance or failure of performance under this Agreement, which disputes, claims, or controversies the Parties have been unable to resolve by informal methods after undertaking a good faith effort to do so, shall first be submitted to Judicial Arbitration and Mediation Services, Inc. (‘JAMS’), its successor, or any other mutually agreeable neutral (the ‘Mediator’) for mediation, and if the matter is not resolved through mediation, then it shall be submitted as provided below for final and binding arbitration. The Parties agree that there will be no interlocutory appellate relief (such as writs) available. Any dispute resolution process pursuant to this Section 10.6(b) shall be commenced within one (1) year of the date of the occurrence of the facts giving rise to the dispute, without regard to the date such facts are discovered; provided, if the facts giving rise to the dispute were not reasonably capable of being discovered at the time of their occurrence, then such one (1) year period shall commence on the earliest date that such facts were reasonably capable of being discovered, and in no event more than four (4) years after the occurrence of the facts giving rise to the dispute. If any dispute resolution process pursuant to this Section 10.06(b) with respect to a dispute is not commenced within such one (1) year time period, such dispute shall be waived and forever barred, without regard to any other limitations period set forth by law or statute. Either Party may initiate the mediation by providing to the other Party a written request for mediation setting forth the subject of the dispute and the relief requested. The Parties will cooperate with one another in selecting the Mediator from the JAMS’ panel of neutrals, or in selecting a mutually acceptable non- JAMS Mediator, and in scheduling the time and place of the mediation. Such selectionand scheduling will be completed within forty-five (45) days after a Party provides a written request for mediation. Unless otherwise agreed to by the Parties, the mediation will not be scheduled for a date that is greater than one hundred twenty (120) days after a Party provides a written request for mediation. The Parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the mediation, which fees and costs will be borne by such Party). All offers, promises, conduct and statements, whether oral or written, made in connection with or during the mediation by either of the Parties, their agents, representatives, employees, experts and attorneys, and by the Mediator or any of the Mediator’s agents, representatives and employees, will not be subject to discovery and will be confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding between or involving the Parties, or either of them, provided,evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 227 EEI Master Agreement Cover Sheet SCE version 03.22.2018 16 (ii) Arbitration. Either Party may initiate binding arbitration with respect to the matters first submitted to mediation by making a written demand for binding arbitration before a single, neutral arbitrator (the ‘Arbitrator’) within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section10.06(b)(i). If a written demand for arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 10.06(b)(i), the dispute resolution process shall be deemed complete and further resolution of such dispute shall be barred, without regard to any other limitations period set forth by law or statute. The Parties will cooperate with one another in promptly selecting the Arbitrator and shall further cooperate in scheduling the arbitration to commence no later than 180 days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Unless otherwise agreed to by the Parties, the individual acting as the Mediator shall be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other panel of neutrals from which the Parties have agreed to select the Mediator. Upon a Party’s written demand for binding arbitration, such dispute, claim or controversy submitted to arbitration, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California, without regards to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. Absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq and California procedural law (including the Code of Civil Procedure, Civil Code, Evidence Code and Rules of Court, but excluding local rules). Notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration shall be in Los Angeles County, California. Also, notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, discovery will be limited as follows: (1)Before discovery commences, the Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (2)The initial disclosure will occur within thirty (30) days after the initial conference with the Arbitrator or at such time as the 228 EEI Master Agreement Cover Sheet SCE version 03.22.2018 17 Arbitrator may order; (3)Discovery may commence at any time after the Parties’ initial disclosure; (4)The Parties will not be permitted to propound any interrogatories or requests for admissions; (5)Discovery will be limited to twenty-five (25) document requests (with no subparts), three (3) lay witness depositions, and three (3) expert witness depositions (unless the Arbitrator holds otherwise following a showing by the Party seeking the additional documents or depositions that the documents or depositions are critical for a fair resolution of the Dispute or that a Party has improperly withheld documents); (6)Each Party is allowed a maximum of three (3) expert witnesses, excluding rebuttal experts; (7)Within sixty (60) days after the initial disclosure, or at such other time as the Arbitrator may order, the Parties shall exchange a list of all experts upon which they intend to rely at the arbitration proceeding; (8)Within thirty (30) days after the initial expert disclosure, the Parties may designate a maximum of two (2) rebuttal experts; (9)Unless the Parties agree otherwise, all direct testimony will be in form of affidavits or declarations under penalty of perjury; and (10)Each Party shall make available for cross examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Subject to Section 7.1, the Arbitrator will have the authority to grant any form of equitable or legal relief a Party might recover in a court action. The Parties acknowledge and agree that irreparable damage would occur if certain provisions of this Agreement are not performed in accordance with the terms of the Agreement, that money damages would not be a sufficient remedy for any breach of these provisions of this Agreement, and that the Parties shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief as a remedy for a breach of Section 10.11 of this Agreement. Judgment on the award may be entered in any court having jurisdiction. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, against the Party who did not prevail. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. At the conclusion of the arbitration hearing, the Arbitrator shall prepare in writing and provide to each Party a decision setting forth factual findings, legal analysis, and the reasons on which the Arbitrator’s decision is based. The Arbitrator shall also have the authority to resolve claims or issues in 229 EEI Master Agreement Cover Sheet SCE version 03.22.2018 18 advance of the arbitration hearing that would be appropriate for a California superior courtjudge to resolve in advance of trial. The Arbitrator shall not have the power to commit errors of law or fact, or to commit any abuse of discretion, that would constitute reversible error had the decision been rendered by a California superior court. The Arbitrator’s decision may be vacated or corrected on appeal to a California court of competent jurisdiction for such error. Unless otherwise agreed to by the Parties, all proceedings before the Arbitrator shall be reported and transcribed by a certifiedcourt reporter, with each Party bearing one-half of the court reporter’s fees.” Section 10.8 is amended to replace in the penultimate sentence thereof the phrase “twelve (12) months” with the phrase “two (2) years”. Section 10.10 is amended to read as follows: “10.10 Bankruptcy Issues.TheParties intend that (i) all Transactions constitute a ‘forward contract’ within the meaning of the United States Bankruptcy Code (the ‘Bankruptcy Code’) or a ‘swap agreement’ within the meaning of the Bankruptcy Code; (ii) all payments made or to bemade by one Party to the other Party pursuant to this Agreement constitute ‘settlement payments’ within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute ‘margin payments’ within the meaning of the Bankruptcy Code; (iv) this Agreement constitutes a ‘master netting agreement’ within the meaning of the Bankruptcy Code; and (v) each of Party A and Party B are “forward contract merchants” within the meaning of the Bankruptcy Code. Each Party further agrees that, for purposes of this Agreement, the other Party is not a ‘utility’ as such term is used in 11 U.S.C. Section 366, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. Section 366 or another provision of 11 U.S.C. Section 101-1532.” Section 10.11 is amended to read as follows: “10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of this Agreement to a third party (other than the Party’s or the Party’s Affiliates’ officers, directors, employees, lenders, counsel, accountants, advisors, or rating agencies who have a need to know such information and have agreed to keep such terms strictly confidential and to take reasonable precautions to protect against disclosure of such terms) except (i) in order to comply with any applicable law, order, regulation, ruling, summons, subpoena, exchange rule, or accounting disclosure rule or standard, or to make any showing required by any applicable governmental authority; (ii) to the extent necessary for the enforcement of this Agreement or to implement any Transaction; (iii) as may be obtained from a non-confidential sourcethat disclosed such information in a manner that did not violate its obligations to the non-disclosing Party or its Guarantorin making such disclosure; (iv) to the extent such disclosure to a third party is for the sole purpose of calculating a publishedindex, so long as such third party (1) has agreed prior to the disclosure to protect the specific information disclosed from public disclosure and (2) is a party engaged in the business of collecting such information for the purpose of 230 EEI Master Agreement Cover Sheet SCE version 03.22.2018 19 establishing, creating, or formulating a published index; (v) to the extent such information is or becomes generally available to the public prior to such disclosure by a Party; (vi) when required to be released in connection with any regulatory proceeding (provided that thereleasing Party makes reasonable efforts to obtain confidential treatment of the information being released); or (vii) with respect to Party B, as may be furnished to its duly authorized regulatory and governmental agencies or entities, including without limitation the California Public Utilities Commission (the “CPUC”) and all divisions thereof, and to Party B’s Procurement Review Group (the “PRG”), a group of participants including members of the CPUC and other governmental agencies and consumer groups established by the CPUC in D.02-08-071 and D.03-06- 071; provided, Party B shall have no liability to Party A in the event of any unauthorized use or disclosure by such entities. The existence of this Agreement is not subject to this confidentiality obligation; provided that neither Party shall make any public announcement relating to this Agreement unless required pursuant to subsection (i) or (vi) of the foregoing sentence of this Section 10.11. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. With respect to information provided in connection with a Transaction, this obligation shall survive for a period of three (3) years following the expiration or termination of such Transaction. With respect to information provided under this Agreement, this obligation shall survive for a period of three (3) years following the expiration or termination of this Agreement. For the purposes of this Section 10.11,Party A shall be deemed to have no ‘Affiliates’ and ‘Affiliate’ for Party B shall mean Edison International.” New Sections 10.12, 10.13, 10.14, 10.15, 10.16, and 10.17 shall be added as follows: “10.12 No Agency. Except as otherwise provided explicitlyherein, in performing their respective obligations under this Agreement, neither Party is acting, or is authorized to act, as the other Party’s agent.” “10.13 Mobile Sierra Doctrine. (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERCacting sua sponte, shall be the ‘public interest’ standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956), Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956), and clarified by MorganStanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish,554 U.S. 527 (2008), and NRG Power Marketing LLC v. Maine Public Utility Commission, 558 U.S. 527 (2010) (the ‘Mobile Sierra’ doctrine). (b) Notwithstanding any provision of Agreement,and absent the prior written agreement of the Parties, each Party, to the fullest extent permitted by applicable laws, for itself and its respective successors and assigns, hereby also expressly and irrevocably waives any rights it can or may have, now orin the future, whether under Sections 205, 206, or 306 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation, supporting a third party seeking to obtain or otherwise), andeach hereby covenants 231 EEI Master Agreement Cover Sheet SCE version 03.22.2018 20 and agrees not at any time to seek to so obtain, an order from FERC changing any Section of this Agreement specifying any rate or other material economic terms and conditions agreed to by the Parties.” “10.14 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission, Portable Document Format (i.e., PDF) or by other electronic means constitutes effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes.” “10.15 Independent Contractors. The Parties are independent contractors. Nothing contained herein shall be deemed to create an association, joint venture, or partnership relationship between the Parties or to impose any partnership obligations or liability on either Party in any way.” “10.16 Severability. If any term, section, provision or other part of this Agreement, or the application of any term, section, provision or other part of this Agreement, is held to be invalid, illegal or void by a court or regulatory agency of proper jurisdiction, all other terms, sections, provisions or other parts of this Agreement shall not be affected thereby but shall remain in force and effect unless a court or regulatory agency holds that the provisions are not separable from all other provisions of this Agreement.” “10.17 Rules of Construction. (a)The word “or” when used in this Agreement includes the meaning “and/or” unless the context unambiguously dictates otherwise. (b)Where days are not specifically designated as Business Days, they will be considered as calendar days. (c)All references to time shall be in PPT unless stated otherwise.” SCHEDULE M: GOVERNMENTAL ENTITY. Amend Schedule M as follows: The definition of “Governmental Entity or Public Power System” isdeleted and all references thereto in the Agreement shall be replaced with the phrase “Party A”. The definition of “Act” is deleted and replaced with the following: “Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.). SCHEDULE P: PRODUCTS AND DEFINITIONS. Amend Schedule P as follows: The following definitions are added: “ ‘CAISO Energy’ means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO (as amended from time to time, the ‘Tariff’) for which the only excuse for failure to 232 EEI Master Agreement Cover Sheet SCE version 03.22.2018 21 deliver or receive is an Uncontrollable Force (as defined in the Tariff).” The following products are added: “Other Products and Service Levels. If the Parties agree to a service level or product defined by a different agreement, set of rules, tariff, or protocol (herein, the ‘agreement’)(i.e., the WSPP Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level or product defined by such other agreement means that the service level or product for that Transaction is subject to the applicable regional independent system operator and/or utility reliability requirements and guidelines as well as the permitted excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to performance under such other agreement, to the extent inconsistent with the terms of this Agreement, provided, however, that all other terms and conditions of this Agreement shall and do remain applicable including, without limitation, Section 2.2; and provided, further that with respect to any Transaction for a product or service level defined by such other agreement, the methodology for calculating the payments for failure to deliver or receive shall be inaccordance with Sections 4.1 and 4.2of the Master Agreement; provided, further that the ‘Accelerated Payment of Damages’ addressed in Article Four and agreed to in the Cover Sheet of the Master Agreement shall continue to apply.” “Into __________ (the ‘Receiving Transmission Provider’), Seller’s Daily Choice” is deleted in its entirety. [Remainder of Page Intentionally Left Blank] 233 EEI Master Agreement Cover Sheet SCE version 03.22.2018 IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party A: CITY OF VERNON Party B: SOUTHERN CALIFORNIA EDISON COMPANY By: By: Name: Kelly Nguyen Name: Title: General Manager Title: DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting there from. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. 234 EEI Master Agreement Cover Sheet SCE version 03.22.2018 1 SCHEDULE 1 –Form of Letter of Credit IRREVOCABLE NONTRANSFERABLE STANDBY LETTER OF CREDIT Bank Reference Number:__________________ Issuance Date: Issuing Bank: [insert bank name and address] Applicant: [insert applicant name and address] Beneficiary: [insert beneficiary name and address] Available Amount: [insert amount and spell out] Expiration Date: [insert date] Ladies and Gentlemen: (the “Bank”) hereby establishes this Irrevocable Nontransferable Standby Letter of Credit (“Letter of Credit”) in favor of [insert Beneficiary name] (the “Beneficiary”), for the account of , a ____________ corporation, also known as ID# ____ (the “Applicant”), for the amount stated above (the “Available Amount”), effective immediately. This Letter of Credit shall be of no further force or effect at 5:00 p.m., California time on the expirationdate stated above or, if such day is not a Business Day (as hereinafter defined), on the next Business Day (as may be extended pursuant to the terms of this Letter of Credit) (the “Expiration Date”). For the purpose hereof, “Business Day” shall mean any day other than: 1.A Saturday or a Sunday, 2.A day on which banking institutions in the city of Los Angeles, California, are required or authorized by Law to remain closed, or 3.A day on which the payment system of the Federal Reserve System is not operational. It is a condition of this Letter of Credit that the Expiration Date shall be automatically extended without amendment for one (1) year from the Expiration Date hereof or any future Expiration Date unless at least sixty (60) days prior to such Expiration Date, we send notice to you by certified mail or hand delivered courier, at the address stated below, that we elect not to extend this Letter of Credit for any such additional period. Subject to the terms and conditions herein, funds under this Letter of Credit are available to Beneficiary by complying presentation on or before 5:00 p.m. California time, on or before the Expiration Date of the following:235 EEI Master Agreement Cover Sheet SCE version 03.22.2018 2 1.A copy of this Letter of Credit and all amendments; 2.A copy of the Drawing Certificate in the form of Attachment “A” attached hereto and which forms an integral part hereof, duly completed and bearing the signature of an authorized representative of the Beneficiary signing as such; and 3. A copy of the Sight Draft in the form of Attachment “B” attached hereto and which forms an integral part hereof, duly completed and bearing the signature of an authorized representative of the Beneficiary. Drawings may also be presented by telecopy (“Fax”) to fax number [insert number] under telephone pre-advice to [insert number] or alternatively to [insert number]; provided that such Fax presentation is received on or before the Expiration Date on this instrument in accordance with the terms and conditions of this Letter of Credit. It being understood that any such fax presentation shall be considered the sole operative instrument of drawing. In the event of presentation by fax, the original documents should not also be presented. Partial drawing of funds shall be permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance; provided, the Available Amount shall be reduced by the amount of each such drawing. This Letter of Credit is not transferable or assignable. Any purported transfer or assignment shall be void and of no force or effect. All correspondence and any drawings (other than those made by facsimile) hereunder are to be directed to [Bank address/contact]. All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [insert Beneficiary name and address]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect. Banking charges shall be the sole responsibility of the Applicant. ThisLetter of Credit sets forth in full our obligations and such obligations shall not in any way be modified, amended, amplified or limited by reference to any documents, instruments or agreements referred to herein, except only the attachment referred to herein; and any such reference shall not be deemed to incorporate by reference any document, instrument or agreement except for such attachment. Except in the case of an increase in the Available Amount or extension of the Expiration Date, this Letter of Credit may not be amended or modified without the Beneficiary’s prior written consent. The Bank engages with the Beneficiary that Beneficiary’s drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented tothe Bank on or before the Expiration Date. 236 EEI Master Agreement Cover Sheet SCE version 03.22.2018 3 Except so far as otherwise stated, this Letter of Credit is subject to the International Standby Practices ISP98 (also known as ICC Publication No. 590), or revision currently in effect (the “ISP”). As to matters not covered by the ISP, the laws of the State of California, without regard to the principles of conflicts of laws thereunder, shall govern all matters with respect to this Letter of Credit. AUTHORIZED SIGNATURE for Bank By Name:[print name] Title:[print title] 237 EEI Master Agreement Cover Sheet SCE version 03.22.2018 4 ATTACHMENT A Drawing Certificate TO [ISSUING BANK NAME & ADDRESS] IRREVOCABLE NONTRANSFERABLE STANDBY LETTER OF CREDIT REFERENCE NUMBER: ________________ DATE: _________ [insert Beneficiary name](the “Beneficiary”), demands [Issuing Bank Name](the “Bank”) payment to the order of the Beneficiary the amount of U.S. $______ (_________ U.S. Dollars), drawn under the Letter of Credit referenced above (the “Letter of Credit”), for the following reason(s) [check applicable provision]: [ ] A. An Event of Default (as defined in the Edison Electric Institute Master Power Purchase & Sale Agreement Version 2.1 (modified on 4/25/00) between [insert Counterparty name]or its successor (the “Counterparty”) and Beneficiary, dated as of [Date of Execution],as may be amended from time to time,(the “EEI Agreement”), with respect to the Counterparty has occurred and is continuing. [ ] B. The Letter of Credit will expire in fewer than twenty (20) Business Days (as defined in the EEI Agreement) from the date hereof, and the Counterparty or its successor has not provided Beneficiary alternative Performance Assurance (as defined in the EEI Agreement) acceptable to Beneficiary. Unless otherwise provided herein, capitalized terms which are used and not defined herein shall have the meaning given each such term in the Letter of Credit. Authorized Signature for Beneficiary: [insert Beneficiary name] By: Name: [print name] Title: [print title] 238 EEI Master Agreement Cover Sheet SCE version 03.22.2018 5 ATTACHMENT B SIGHT DRAFT [Insert Date] TO: [ISSUING BANK NAME &ADDRESS] PAY AT SIGHT TO THE ORDER OF [INSERT BENEFICIARY NAME](THE “BENEFICIARY”) THE AMOUNT OF USD [INSERT AMOUNT] DRAWN UNDER [ISSUING BANK NAME] IRREVOCABLE NONTRANSFERABLE STANDBY LETTER OF CREDIT NUMBER [INSERT NUMBER] ISSUED ON [INSERT DATE]. FUNDS PAID PURSUANT TO THE PROVISIONS OFTHE LETTER OF CREDITSHALL BE WIRE TRANSFERRED TO THE BENEFICIARY IN ACCORDANCE WITH THE FOLLOWING INSTRUCTIONS: [INSERT WIRING INSTRUCTION] _______________________________ AUTHORIZED SIGNATURE [INSERT BENEFICIARY NAME] NAME: [PRINT NAME] TITLE: [PRINT TITLE] 239 Collateral Annex Version 1.0 2/21/02 ©2002by the Edison Electric Institute ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS. AUTOMATIC LICENSE –PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FORREPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. WHEN USED AS A REFERENCE, ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. 240 Collateral Annex: Version 1.0, 2/21/02 2 ©2002 by the Edison Electric Institute COLLATERAL ANNEX This Collateral Annex, together withthe Paragraph 10 Elections, (the “Collateral Annex”) supplements, forms a part of, and is subject to, the EEI Master Power Purchase and Sale Agreement, dated ____________, including the Cover Sheet and any other annexes thereto between _____________ ("Party A") and _______ ("Party B"). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given such terms in the Agreement. The obligations of each Party under the Agreement shall be secured in accordance with the provisions of this Collateral Annex, which, except as provided below, sets forth the exclusive conditions under which a Party will be required to Transfer Performance Assurance in the form of Cash, a Letter of Credit or other property as agreed to by theParties, as well as the exclusive conditions under which a Party will release such Performance Assurance. This Collateral Annex supercedes and replaces in its entirety Sections 8.1(c), 8.2(c) and 8.3 of the Agreement and the defined terms used therein tothe extent that such terms are otherwise defined and used in this Collateral Annex. In addition, to the extent that the Parties have specified on the Cover Sheet that Sections 8.1(b), 8.1(d), 8.2(b) or 8.2(d) of the Agreement are applicable, then the definition of Performance Assurance as used in this Collateral Annex shall apply and Paragraphs 2, 6, 7 and 9 of this Collateral Annex shall apply to any such Performance Assurance posted under such provisions, it being understood that nothing contained in this Collateral Annex shall change any election that the Parties have specified on the Cover Sheet with respect to Sections 8.1(b), 8.1(d), 8.2(b) or 8.2(d) of the Agreement, which provisions require a Party to Transfer Performance Assurance under certain circumstances not contemplated by this Collateral Annex. Paragraph 1.Definitions. For purposes of this Collateral Annex, the following terms have the respective definitions set forth below: “Calculation Date" means any Local Business Day on which a Partychooses or is requested by the other Party to make the determinations referred to in Paragraphs 3, 4, 5 or 8 of this Collateral Annex. “Cash” means U.S. dollars held by or on behalf of a Party as Performance Assurance hereunder. "Collateral Account" shallhave the meaning attributed to it in Paragraph 6(a)(ii)(B). "Paragraph 10 Cover Sheet" means the Cover Sheet attached to this Collateral Annex setting forth certain elections governing this Collateral Annex. 241 Collateral Annex: Version 1.0, 2/21/02 3 ©2002 by the Edison Electric Institute "Collateral Requirement" shall have the meaning attributed to it in Paragraph 3(b). "Collateral Threshold" means, with respect to a Party, the collateral threshold, if any, set forth in the Paragraph 10 Cover Sheet for a Party. "Collateral Value" means (a) with respect to Cash, the face amount thereof; (b) with respect to Letters of Credit, the Valuation Percentage multiplied by the stated amount then available under the Letter of Credit to be unconditionally drawn by the beneficiary thereof; and (c) with respect to other forms of Performance Assurance, the Valuation Percentage multiplied by the fair market value on any Calculation Date of each item of Performance Assuranceon deposit with, or held by or for the benefit of, a Party pursuant to this Collateral Annexas determined by such Party in a commercially reasonable manner. "Credit Rating" means with respect to any entity, on any date of determination, the respective ratings then assigned to such entity’s unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Moody’s or other specified rating agency or agencies or if such entity does not have a rating for its unsecured, senior long-term debt or deposit obligations, then the rating assigned to such entity as its “corporate credit rating” by S&P. “Credit Rating Event" shall have the meaning attributed to it in Paragraph 6(a)(iii). "Current Mark-to-Market Value" of an outstanding Transaction, on any Calculation Date, means the amount, as calculated in good faith and in a commercially reasonable manner, which a Party to the Agreement would pay to (a negative Current Mark-to-Market Value) or receive from (a positive Current Mark-to-Market Value) the other Party as the Settlement Amount (calculated at the mid-point between the bid price and the offer price) for such Transaction. "Custodian" shall have the meaning attributed to it in Paragraph 6(a)(i). "Downgraded Party" shall have the meaning attributed to it in Paragraph 6(a)(i). "Eligible Collateral" means, with respect to a Party, the Performance Assurance specified for such Party on the Paragraph 10 Cover Sheet. "Exposure" of one Party (“Party X”) to the other Party (“Party Y”) for each Transaction means (without duplication) as of any Calculation Date the sum of the following: (a)theaggregate of all amounts in respect of such Transaction that are owed or otherwise accrued and payable (regardless of whether such amounts have been or could be invoiced) to Party X and that remain unpaid as of such Calculation Date minusthe aggregate ofall amounts in respect of such Transaction that are owed or otherwise accrued and payable (regardless of whether such amounts have been or 242 Collateral Annex: Version 1.0, 2/21/02 4 ©2002 by the Edison Electric Institute could be invoiced) to Party Y and that remain unpaid as of such Calculation Date; plus (b)the Current Mark-to-Market Value of such Transaction to Party X. "Exposure Amount" shall have the meaning set forth in Paragraph 3(a). "Independent Amount" means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party (which amount, if designated, shall either be a Fixed Independent Amount, a Full Floating Independent Amount or a Partial Floating Independent Amount, in each case, as designated on the Paragraph 10 Cover Sheet), or if no amount is specified, zero, or with respect to either Party, an additional or reduced amount agreed to as such for that Party in respect of a Transaction. "Interest Amount" means with respect to a Party and an Interest Period, the sum of the daily interest amounts for all days in such Interest Period;each daily interest amount to be determined by such Party as follows: (a) the amount of Cash held by such Party on that day; multiplied by (b) the Interest Rate for that day, divided by (c) 360. "Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred by a Party (or if no Interest Amount has yet been Transferred by such Party, the Local Business Day on which Cash was Transferred to such Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred. "Interest Rate" means, in respect of a Party holding Cash, the rate specified for such Party in the Paragraph 10 Cover Sheet. "Letter of Credit" means an irrevocable, transferable, standby letter of credit, issued by a major U.S. commercial bank or the U.S. branch office of a foreign bank with, in either case, a Credit Rating of at least (a) "A-" by S&P and "A3" by Moody's, if such entity is rated by both S&P and Moody’s or (b) "A-" by S&P or "A3" by Moody's, if such entity is rated by either S&P or Moody’s but not both, substantially in the form set forth in Schedule 1attached hereto, with such changes to the terms in that form as the issuing bank may require and as may be acceptable to thebeneficiary thereof. "Letter of Credit Default" means with respect to a Letter of Credit, the occurrence of any of the following events: (a) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of at least (i) "A-" by S&P or "A3" by Moody’s, if such issuer is rated by both S&P and Moody’s, (ii) “A-“ by S&P, if such issuer is rated only by S&P, or (iii) "A3" by Moody’s, if such issuer is rated only by Moody’s; (b) the issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit; (c) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (d) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of the Agreement, in any such case without replacement; or (e) the issuer of such Letter of Credit shall become Bankrupt; provided, however, that no Letter 243 Collateral Annex: Version 1.0, 2/21/02 5 ©2002 by the Edison Electric Institute of Credit Default shall occur or be continuing in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to a Party in accordance with the terms of this Collateral Annex. “Local Business Day” means, aday on which commercial banks are open for business (a) in relation to any payment, in the place where the relevant account is located and (b) in relation to any notice or other communication, in the city specified in the address for notice provided by the recipient. "Minimum Transfer Amount" means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party. "Net Exposure" shall have the meaning attributed to it in Paragraph 3(a). “Notification Time” means 11:00, New York time, on any Calculation Date or any different time specified in the Paragraph 10 Cover Sheet. "Obligations" shall have the meaning attributed to it in Paragraph 2. "Performance Assurance" means all Eligible Collateral, all other property acceptable to the Party to which it is Transferred, and all proceeds thereof, that has been Transferred to or received by a Party hereunder and not subsequently Transferred to the other Party pursuant to Paragraph 5 or otherwise received by the other Party. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(a)(iv) and any Cash received and held by a Party after drawing on any Letter of Credit will constitute Performance Assurance in the form of Cash, until all or any portion of such Cash is applied against Obligations owing to such Party pursuant to the provisions of this Collateral Annex. Any guaranty agreement executed by a Guarantor of a Party shall not constitute Performance Assurance hereunder. “Pledging Party” shall have the meaning attributed to it in Paragraph 3(b). “Qualified Institution” means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, with (i) a Credit Rating of at least (a) "A-" by S&P and "A3" by Moody's, if such entity is rated by both S&P and Moody’s or (b) "A-" by S&P or "A3" by Moody's, if such entity is rated by either S&P or Moody’s but not both,and (ii) having a capital and surplus of at least $1,000,000,000. “Reference Market-maker” means a leading dealer in the relevant market selected by a Party determining its Exposure in good faith from among dealers of the highest credit standing which satisfy all the criteria that such Party applies generally at the time in deciding whether to offer or to make an extension of credit. "Rounding Amount" means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party. 244 Collateral Annex: Version 1.0, 2/21/02 6 ©2002 by the Edison Electric Institute “Secured Party” shall have the meaning attributed to it in Paragraph 3(b). "Transfer" means, with respect to any Performance Assurance or Interest Amount, and in accordance with the instructions of the Party entitled thereto: (a) in the case of Cash, payment or transfer by wire transfer into one or more bank accounts specified by the recipient; (b) in the case of Letters of Credit, delivery of the Letter of Credit or an amendment thereto to the recipient; and (c) in the case of any other type of Performance Assurance, delivery thereof as specified by the recipient. "Valuation Percentage" means, with respect to any Performance Assurance designated as Eligible Collateral on the Paragraph 10 Cover Sheet, the Valuation Percentage specified for such Performance Assurance on the Paragraph 10 Cover Sheet. Paragraph 2.Encumbrance; Grant ofSecurity Interest. As security for the prompt and complete payment of all amounts due or that may now or hereafter become due from a Party to the other Party and the performance by a Party of all covenants and obligations to be performed by it pursuant to this Collateral Annex, the Agreement, all outstanding Transactions and any other documents, instruments or agreements executed in connection therewith (collectively, the "Obligations"), each Party hereby pledges, assigns, conveys and transfers to the other Party, and hereby grants to the other Party a present and continuing security interest in and to, and a general first lien upon and right of set off against, all Performance Assurance which has been or may in the future be Transferred to, or receivedby, the other Party and/or its Custodian, and all dividends, interest, and other proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the foregoing and each Party agrees to take such action as the other Party reasonably requests in order to perfect the other Party's continuing security interest in, and lien on (and right of setoff against), such Performance Assurance. Paragraph 3.Calculations of Collateral Requirement. (a) On any Calculation Date, the "Exposure Amount" for each Party shall be calculated for all Transactions for which there are any Obligations remaining unpaid or unperformed, by calculating each Party's Exposure to the other Party in respect of each such Transaction anddetermining the net aggregate sum of all Exposures for all Transactions for each Party. The Party having the greater Exposure Amount at any time (the “Secured Party”) shall be deemed to have a "Net Exposure" to the other Party equal to the Secured Party’s Exposure Amount. (b) The "Collateral Requirement" for a Party (the “Pledging Party”) means the Secured Party’s Net Exposure minus the sum of: 245 Collateral Annex: Version 1.0, 2/21/02 7 ©2002 by the Edison Electric Institute (1) the Pledging Party's Collateral Threshold; plus (2) the amount of Cash previously Transferred to the Secured Party, the amount of Cash held by the Secured Party as Performance Assurance as a result of drawing under any Letter of Credit, and any Interest Amount that has not yet been Transferred to the Pledging Party; plus (3) the Collateral Value of each Letterof Credit and any other form of Performance Assurance (other than Cash) maintained by the Pledging Party for the benefit of the Secured Party; provided, however, that, the Collateral Requirement of a Party will be deemed to be zero (0) whenever the calculation of such Party’s Collateral Requirement yields a number less than zero (0). Paragraph 4.Delivery of Performance Assurance. On any Calculation Date on which (a) no Event of Default or Potential Event of Default has occurred and is continuing with respect to the Secured Party, (b) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party for which there exist any unsatisfied payment Obligations, and (c) the Pledging Party’s Collateral Requirement equals or exceeds its Minimum Transfer Amount, then the Secured Party may demand that the Pledging Party Transfer to the Secured Party, and the Pledging Party shall, after receiving such notice from the Secured Party, Transfer, or cause to be Transferred to the Secured Party, Performance Assurance for the benefit of the Secured Party, having a Collateral Value at least equal to the Pledging Party’s Collateral Requirement. The amount of Performance Assurance required to be Transferred hereunder shall be rounded up to the nearest integral multiple of the Rounding Amount. Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by the close of business on the next Local Business Day and (ii) Performance Assurance demanded of a Pledging Party after the Notification Time on a Local Business Day shall be provided by the close of business on the second Local Business Day thereafter. Any Letter of Credit or other type of Performance Assurance (other than Cash) shall be Transferred to such address as the Secured Party shall specify and any such demand made by the Secured Party pursuant to this Paragraph 4 shall specify account information for the account to which Performance Assurance in the form of Cash shall be Transferred. Paragraph 5.Reduction and Substitution of Performance Assurance. (a)On any Local Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to Cash), a Pledging Party may request a reduction in the amount of Performance Assurance previously provided by the Pledging Party for the benefit of the Secured Party, provided that, after giving effect tothe requested reduction in Performance Assurance, (i) the Pledging Party shall in fact have a Collateral Requirement of zero; (ii) no Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing; and (iii) no Early Termination Date has occurred or been designated as a result of an Event of 246 Collateral Annex: Version 1.0, 2/21/02 8 ©2002 by the Edison Electric Institute Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations. A permitted reduction in Performance Assurance may be effected by the Transfer of Cash to the Pledging Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party. The amount of Performance Assurance required to be reduced hereunder shall be rounded down to the nearest integral multiple of the Rounding Amount. The Pledging Party shall have the right to specify the means of effecting the reduction in Performance Assurance. In all cases, the cost and expense of reducing Performance Assurance (including, but not limited to, the reasonable costs, expenses, and attorneys' fees of the Secured Party) shall be borne by the Pledging Party. Unless otherwise agreed in writing by the Parties, (i) if the Pledging Party’s reduction demand is made on or beforethe Notification Time on a Business Day, then the Secured Party shall have one (1) Local Business Day to effect a permitted reduction in Performance Assurance and (ii) if the Pledging Party’s reduction demand is made after the Notification Time on a Local Business Day, then the Secured Party shall have two (2) Local Business Days to effect a permitted reduction in Performance Assurance, in each case, if such reduction is to be effected by the return of Cash to the Pledging Party. If a permitted reductionin Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party, the Secured Party shall promptly take such action as is reasonably necessary to effectuate such reduction. (b)Except when (i) an Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations, the Pledging Party may substitute Performance Assurance for other existing Performance Assurance of equal Collateral Value upon one (1) Local Business Day’s written notice (provided such notice is made on or before the Notification Time, otherwise the notification period shall be two (2) Local Business Days) to the Secured Party; provided, however, that if such substitute Performance Assurance is of a type not otherwise approved by this Collateral Annex, then the Secured Party must consent to such substitution. Upon the Transfer to the Secured Party and/or its Custodian of the substitute Performance Assurance, the Secured Party and/or its Custodian shall Transfer the relevant replaced Performance Assurance to the Pledging Party within two (2) Local Business Days. Notwithstanding anything herein to the contrary, no such substitution shall be permitted unless (i) the substitute Performance Assurance is Transferred simultaneously or has been Transferred to the Secured Party and/or its Custodian prior to the release of the Performance Assurance to be returned to the Pledging Party and the security interest in, and general first lien upon, such substituted Performance Assurance granted pursuant hereto in favor of the Secured Party shall have been perfected as required by applicable law and shall constitute a first priority perfected security interest therein and general first lien thereon, and (ii) after giving effect to such substitution, the Collateral Value of such substitute Performance Assurance shall equal the greater ofthe Pledging Party’s Collateral Requirement or the Pledging Party’s Minimum Transfer Amount. Each substitution of Performance Assurance shallconstitute a representation and warranty by the Pledging Party that the substituted Performance Assurance shall be 247 Collateral Annex: Version 1.0, 2/21/02 9 ©2002 by the Edison Electric Institute subject to and governed by the terms and conditions of this Collateral Annex, including without limitation the security interest in, generalfirst lien on and right of offset against, such substituted Performance Assurance granted pursuant hereto in favor of the Secured Party pursuant to Paragraph 2. (c)The Transfer of any Performance Assurance by the Secured Party and/or its Custodian in accordance with this Paragraph 5 shall be deemed a release by the Secured Party of its security interest, general first lien and right of offset granted pursuant to Paragraph 2 hereof only with respect to such returned Performance Assurance. In connectionwith each Transfer of any Performance Assurance pursuant to this Paragraph 5, the Pledging Party will, upon request of the Secured Party, execute a receipt showing the Performance Assurance Transferred to it. Paragraph 6.Administration of Performance Assurance. (a)Cash. Performance Assurance provided in the form of Cash to a Party that is the Secured Party shall be subject to the following provisions. (i)If such Party is entitled to hold Cash, then it will be entitled to hold Cash or to appoint an agent which is a Qualified Institution (a "Custodian") to hold Cash for it provided that the conditions for holding Cash that are set forth on the Paragraph 10 Cover Sheet for such Party are satisfied. If such Party is not entitled to hold Cash, then the provisions of Paragraph 6(a)(ii) shall not apply with respect to such Party and Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B). Upon notice by the Secured Party to the Pledging Party of the appointment of a Custodian, the Pledging Party's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Cash by a Custodian will be deemed to be the holding of Cash by the Secured Party for which the Custodianis acting. If the Secured Party or its Custodian fails to satisfy any conditions for holding Cash as set forth above or in the Paragraph 10 Cover Sheet or if the Secured Party is not entitled to hold Cash at any time, then the Secured Party will Transfer, or cause its Custodian to Transfer, the Cash to a Qualified Institution and the Cash shall be maintained in accordance with Paragraph 6(a)(ii)(B), with the Party not eligible to hold Cash being considered the "Downgraded Party" (as defined below). Except as set forth in Paragraph 6(c), the Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions. (ii) Use of Cash. Notwithstanding the provisions of applicable law, if no Event of Default has occurred and is continuing with respect to the Secured Party and no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party for which there exist any unsatisfied payment Obligations, then the Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder, free from any claim or right of any nature whatsoever of the Pledging Party, including any equity or right of redemption by the Pledging Party; provided, however, that if a Party or its Custodian is not eligible to hold Cash pursuant to 248 Collateral Annex: Version 1.0, 2/21/02 10 ©2002 by the Edison Electric Institute Paragraph 6(a) (such Party shall be the "Downgraded Party" and the event that caused it or its Custodian to be ineligible to hold Cash shall be a "Credit Rating Event") then: (A) the provisions of this Paragraph 6(a)(ii) will not apply with respect to the Downgraded Party; and (B) the Downgraded Party shall be required to Transfer (or cause to be Transferred) not later than the close of business on the next Local Business Day following such Credit Rating Event all Cash in its possession or held on its behalf to a Qualified Institution approved by the non-Downgraded Party (which approval shall not be unreasonably withheld), to a segregated, safekeeping or custody account (the "Collateral Account") within such Qualified Institution with the title of the account indicating that the property contained therein is being held as Cash for the Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Cash in the Collateral Account, and shall hold such Cash in accordance with the terms of this Collateral Annex and for the security interest of the Downgraded Party and execute such account control agreements as are necessary or applicable to perfect the security interest of the Non-Downgraded Party therein pursuant to Section 9-314 of the Uniform Commercial Code orotherwise, and subject to such security interest, for the ownership and benefit of the non-Downgraded Party. The Qualified Institution holding the Cash will invest and reinvest or procure the investment and reinvestment of the Cash in accordance with the written instructions of the Pledging Party, subject to the approval of such instructions by the Downgraded Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing. The Downgraded Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledging Party's instructions. (iii) Interest Payments on Cash. So long as no Event of Default or Potential Event of Default with respect to the Pledging Party has occurred and is continuing, and noEarly Termination Date for which any unsatisfied payment Obligations of the Pledging Party exist has occurred or been designated as the result of an Event of Default with respect to the Pledging Party, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer, in the event that the Secured Party or its Custodian is holding Cash, the Secured Party will Transfer (or caused to be Transferred) to the Pledging Party, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by the Secured Party or its Custodian), the Interest Amount. The Pledging Party shall invoice the Secured Party monthly setting forth the calculation of the Interest Amount due, and the Secured Party shall make payment thereof by the later of (A) the third Local Business Day of the first month after the last month to which such invoice relates or (B) the third Local Business Day after the day on which such invoice is received. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to the Pledging Party or an Early Termination Date as a result of an Event of Default with respect to the Pledging Party, the Secured Party orits Custodian shall retain any such Interest Amount as additional Performance Assurance hereunder 249 Collateral Annex: Version 1.0, 2/21/02 11 ©2002 by the Edison Electric Institute until the obligations of the Pledging Party under the Agreement have been satisfied in the case of an Early Termination Date or for so long as such Event of Default is continuing in the case of an Event of Default. (b)Letters of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions. (i) Unless otherwise agreed to in writing by the parties, each Letter of Credit shall be provided in accordance with Paragraph 4, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledging Party shall (A) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, (B) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide either a substitute Letter of Credit or other Eligible Collateral, in each case at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (C) if a bank issuing a Letter of Credit shall fail to honor the Secured Party's properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party either a substitute Letter of Credit that is issued by a bank acceptable to the Secured Party or other Eligible Collateral, in each case within one (1) Local Business Day after such refusal, provided that, as a result of the Pledging Party's failure to perform in accordance with (A), (B), or (C) above, the Pledging Party's Collateral Requirement would be greater than zero. (ii) As one method of providing Performance Assurance, the Pledging Party may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter ofCredit or other Eligible Collateral, in each case on or before the first Local Business Day after the occurrence thereof (or the fifth (5th) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies). (iv) (A) Upon or at any time after the occurrence and continuation of an Event of Default with respect to the Pledging Party, or (B) if an Early Termination Date has occurred or been designated as a result of an Event of Default with respect tothe Pledging Party for which there exist any unsatisfied payment Obligations, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates specifying that such Event of Default or Early Termination Date has occurred and is continuing. Cash proceeds received from drawing upon the Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations tothe Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for 250 Collateral Annex: Version 1.0, 2/21/02 12 ©2002 by the Edison Electric Institute any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (v) In all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Secured Party) of establishing, renewing, substituting, canceling, and increasing the amount of a Letter of Credit shall be borne by the Pledging Party. (c)Care of Performance Assurance. Except as otherwise provided in Paragraph 6(a)(iii) and beyond the exercise of reasonable care in the custody thereof, the Secured Party shall have no duty as to any Performance Assurance in its possession or control or in the possession or control of any Custodian or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Performance Assurance in its possession, and/or in the possession of its agent for safekeeping, if the Performance Assurance is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Performance Assurance, or for any diminution in the value thereof, by reason of the act or omission of any Custodian selected by the Secured Party in good faith except to the extent such loss or damage is the result of such agent's willful misconduct or negligence. Unless held by a Custodian, the Secured Party shall at all times retain possession or control of any Performance Assurance Transferred to it. The holding of Performance Assurance by a Custodian for the benefit of the Secured Party shall be deemed to be the holding and possession of such Performance Assurance by the Secured Party for the purpose of perfecting the security interest in the Performance Assurance. Except as otherwise provided in Paragraph 6(a)(ii), nothing in this Collateral Annex shall be construed as requiring the Secured Party to select a Custodian for the keeping of Performance Assurance for its benefit. Paragraph 7.Exercise of Rights Against Performance Assurance. (a)In the event that (i) an Event of Default with respect to the Pledging Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party, the Secured Party may exercise any one or more of the rights and remedies provided under the Agreement, in this Collateral Annex or as otherwise available under applicable law. Without limiting the foregoing, if at any time (i) an Event of Default with respect to the Pledging Party has occurred and is continuing, or (ii) an Early Termination Date occurs or is deemed to occur as a result of an Event of Default with respect to the Pledging Party, then the Secured Party may, in its sole discretion, exercise any one or more of the following rights and remedies: (i)all rights and remedies available to a secured party under the Uniform Commercial Code and any other applicable jurisdiction and other applicable laws with respect to the Performance Assurance held by or for the benefit of the Secured Party;251 Collateral Annex: Version 1.0, 2/21/02 13 ©2002 by the Edison Electric Institute (ii)the right to set off any Performance Assurance held by or for the benefit of the Secured Party against and in satisfaction of any amount payable by the Pledging Party in respect of any of its Obligations; (iii) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (iv)the right to liquidate any Performance Assurance held by or for the benefit of the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required by applicable law, free from any claim or right of any nature whatsoever of the Pledging Party, including any right of equity or redemption by the Pledging Party (with the Secured Party having the right to purchase any or all of the Performance Assurance to be sold) and to apply the proceeds from the liquidation of such Performance Assurance to and in satisfaction of any amount payable by the Pledging Party in respect of any of its Obligations in such order as the Secured Party may elect. (b)The Pledging Party hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as the Pledging Party’s true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party or in the Secured Party’s own name, from time to time in the Secured Party’s discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(a). (c)Secured Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Pledging Party shall in all events remain liable to the Secured Party for any amount payable by the Pledging Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d)In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party, then: (1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; (2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (y) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against 252 Collateral Annex: Version 1.0, 2/21/02 14 ©2002 by the Edison Electric Institute the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and (3)the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit. Paragraph 8.Disputed Calculations (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of theexistence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made by the Secured Party pursuant to Paragraph 4,and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to- Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall thereupon be provided, returned, or reduced, if necessary, on the next Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by theSecured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made by the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in 253 Collateral Annex: Version 1.0, 2/21/02 15 ©2002 by the Edison Electric Institute order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand is made by the Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market- Maker within two (2) Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (inreasonable detail). Performance Assurance shall thereupon be provided, returned, or reduced, if necessary,on the next Local Business Day in accordance with the results of such recalculation. Paragraph 9.Covenants; Representations and Warranties; Miscellaneous. (a)The Pledging Party will execute and deliver to the Secured Party (and to the extent permitted by applicable law, the Pledging Party hereby authorizes the Secured Party to execute and deliver, in the name of the Pledging Party or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this Collateral Annex, including any action the Secured Party may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Pledging Party shall pay all costs relating to its Transfer of Performance Assurance and the maintenance and perfection of the security interest therein. (b)On each day on which Performance Assurance is held by the Secured Party and/or its Custodian under the Agreement and this Collateral Annex, the Pledging Party hereby represents and warrants that: (i)the Pledging Party has good title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of this Collateral Annex, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Performance Assurance, other than the security interests and liens created under the Agreement and this Collateral Annex; (ii)upon the Transfer of Performance Assurance by the Pledging Party to the Secured Party and/or its Custodian, the Secured Party shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and 254 Collateral Annex: Version 1.0, 2/21/02 16 ©2002 by the Edison Electric Institute (iii)it is not and will not become a party to or otherwise be bound by any agreement, other than the Agreement and this Collateral Annex, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto. (c)This Collateral Annex has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation or other entity shall acquire or have any right under or by virtue of this Collateral Annex. (d)The Pledging Party shall pay on request and indemnify the Secured Party against any taxes (including without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of offset granted under this Collateral Annex or the execution, delivery, performance or enforcement of the Agreement and this Collateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). The Parties each agree to pay the other Party for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by the other in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement and this Collateral Annex. (e)No failure or delay by either Party hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof. (f)The headings in this Collateral Annex are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof. 255 Collateral Annex: Version 1.0, 2/21/02 17 ©2002 by the Edison Electric Institute SCHEDULE 1 to Collateral Annex IRREVOCABLE STANDBY LETTER OF CREDIT FORMAT DATE OF ISSUANCE: [Address] Re: Credit No. _______________ We hereby establish our Irrevocable Transferable Standby Letter of Credit in your favor for the account of _______________________ (the "Account Party"), for the aggregate amount not exceeding ______________________ United States Dollars ($___________), available to you at sight upon demand at our counters at (Location) on or before the expiration hereof against presentation to us of one or more of the following statements, dated and signed by a representative of the beneficiary: 1.“An Event of Default (as defined in the Master Purchase and Sale Agreement dated as of ________ between beneficiary and Account Party, as the same may be amended (the “Master Agreement”)) has occurred and is continuing with respect to Account Party under the Master Agreement and no Event of Default has occurred and is continuing with respect to the beneficiary of this Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit”; or 2.“An Early Termination Date (as defined in the Master Purchase and Sale Agreement dated as of ________ between beneficiary and Account Party, as the same may be amended (the “Master Agreement”))has occurred and is continuing with respect to Account Party under the Master Agreement and no Event of Default has occurredand is continuing with respect to the beneficiary of this Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit”. This Letter of Credit shall expire on ________________. The amount which may be drawn by you under this Letter of Credit shall be automatically reduced by the amount of any drawings paid through the Issuing Bank referencing this Letter of Credit No. ____. Partial drawings are permitted hereunder. We hereby agree with you that documents drawn under and in compliance with the terms of this Letter of Credit shall be duly honored upon presentation as specified. This Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No.500 (the "UCP"), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles13(b) and 17 of the UCP, in which case the terms ofthis Letter of Credit shall govern. 256 Collateral Annex: Version 1.0, 2/21/02 18 ©2002 by the Edison Electric Institute With respect to Article 13(b) of the UCP, the Issuing Bank shall have a reasonable amount of time, not to exceed three (3) banking days following the date of its receipt of documents from the beneficiary, to examine the documents and determine whether to take up or refuse the documents and to inform the beneficiary accordingly. In the event of an Act of God, riot, civil commotion, insurrection, war or any other cause beyond our control that interrupts our business (collectively, an "Interruption Event") and causes the place for presentation of this Letter of Credit to be closed for business on the last day for presentation, the expiry date of this Letter of Credit will be automatically extended without amendment to adate thirty (30) calendar days after the place for presentation reopens for business. This Letter of Credit is transferable, and we hereby consent to such transfer, but otherwise may not be amended, changed or modified without the express written consent of the beneficiary, the Issuing Bank and the Account Party. [BANK SIGNATURE] 257 Paragraph 10 to the Collateral Annex SCE v03.22.2018 1 PARAGRAPH 10 to the COLLATERAL ANNEX to the EEI MASTER POWER PURCHASEAND SALE AGREEMENT Between City of Vernon (“VERNON” or “Party A”) and Southern California Edison Company (“SCE” or “Party B”) CREDIT ELECTIONS COVER SHEET Paragraph 10. Elections and Variables I.Collateral Threshold. A.Party A Collateral Threshold. $______________ (the “Threshold Amount”); provided, however, that the Collateral Threshold for Party A shall be zero upon the occurrence and during the continuance of an Event of Default or a Potential Event of Default with respect to Party A; and provided further that, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand. (a) The amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for [Party A][Party A’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party A][its Guarantor] does not have a Credit Rating from the Ratings Agency specified below or an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing; provided, however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand. Party A Collateral Threshold Credit Rating $_________________ (or above) $_________________ $_________________ $_________________ $__________Below _______ The amount (“Threshold Amount”) which is the lowest of: (1)the amount set forth below under the heading “Party A Collateral Threshold” opposite the lower of the Credit Ratings for Party A or, if applicable, Party A’s Guarantor on the relevant date of determination. If Party A or, if applicable, its Guarantor doesnot 258 Paragraph 10 to the Collateral Annex SCE v03.22.2018 2 have a Credit Ratingon the relevant date of determinationfrom at least one of the Ratings Agencies specified below, the Collateral Threshold shall be $0 (zero); (2)80% of the amount of the guaranty agreement, as amended from time to time, provided by Party A’s Guarantor, if any, for the benefit of Party B; or (3)$0 (zero) if an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing: Party A Collateral Threshold Moody’s Credit Rating S&P Credit Rating $[To be negotiated]Aa3 or above AA-or above $[To be negotiated]A1 A+ $[To be negotiated]A2 A $[To be negotiated]A3 A- $[To be negotiated]Baa1 BBB+ $[Tobe negotiated]Baa2 BBB $[To be negotiated]Baa3 BBB- $ 0 (zero) Ba1 or below BB+ or below The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party A’s Collateral Threshold be greater than $______. Other –see attachedthreshold terms B.Party B Collateral Threshold. $______________ (the “Threshold Amount”); provided, however, that the Collateral Threshold for Party B shall be zero upon the occurrence and during the continuance of an Event of Default or a Potential Event of Default with respect to Party B; and provided further that, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand. (a) The amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating for [Party B][Party B’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party B][its Guarantor] does not have a Credit Rating from the Ratings Agency specified below or an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing; provided, however, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand: 259 Paragraph 10 to the Collateral Annex SCE v03.22.2018 3 Party B Collateral Threshold _____Credit Rating $_________________ (or above) $_________________ $_________________ $_________________ $__________Below _______ The amount (the “Threshold Amount”) which is the lower of: (1)the amount set forth below under the heading “Party B Collateral Threshold” opposite the lower of the Credit Ratings for Party B on the relevant date of determination. If Party B does not have a Credit Rating on the relevant date of determination from at least one of the Ratings Agencies specified below, the Collateral Threshold shall be $0 (zero); (2) $0 (zero) if an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing: The amo unt of the Guar anty Agre eme nt date d ____ _ from _____, as amended from time to time but in no event shall Party B’s Collateral Threshold be greater than $______. Other –seeattachedthreshold terms II.Eligible Collateral and Valuation Percentage. The following items will qualify as "Eligible Collateral" for the Party specified: Party A Party B Valuation Percentage (A)Cash [ X ][ X ]100% (B)Letters of Credit [ X ][ X ]100% unless either (i) a Letter of Credit Default shall have occurred and be continuing with respect to such Letter of Credit, or (ii) twenty (20) or fewer Business Days remain prior to the expiration of such Letter of Credit, in which cases the Valuation Percentage shall be zero (0%). III.Independent Amount. A.Party A Independent Amount. Party B Collateral Threshold Moody’s Credit Rating S&P Credit Rating $[To be negotiated]Aa3 or above AA-or above $[To be negotiated]A1 A+ $[To be negotiated]A2 A $[To be negotiated]A3 A- $[To be negotiated]Baa1 BBB+ $[To be negotiated]Baa2 BBB $[To be negotiated]Baa3 BBB- $[To be negotiated]Ba1 BB+ $ 0 (zero) Ba2 or below BB or below 260 Paragraph 10 to the Collateral Annex SCE v03.22.2018 4 Party A shall have a Fixed Independent Amount of $______________. If the Fixed Independent Amount option is selected for Party A, then Party A(which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party B (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a resultof the Agreement, and shall not be taken into account when calculating Party A’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex. Party A shall have a Full Floating Independent Amount of (i) the amount specified in a Transaction or Confirmation, if any; and (ii) if Party A’s Credit Ratingis lower than BBB- by S&Por Baa3 by Moody’s, the amount equal to ten percent (10%) of the market value of all outstanding Transactions (except those for which an alternative Independent Amount is specified in the Confirmation), adjusted by the netting ofthe market value of purchases with the market value of sales within the same billing cycles. If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating the Collateral Requirements pursuant to Paragraph 3 ofthe Collateral Annex, such Full Floating Independent Amount for Party A shall be added to the Exposure Amount for Party B and subtracted from the Exposure Amount for Party A.[This option is applicable if Party A does not have investment grade Credit Ratings.] Party A shall have a Partial Floating Independent Amount of $______________. If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex. Not Applicable. B.Party B Independent Amount. Party B shall have a Fixed Independent Amount of $______________. If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties asa result of the Agreement, and shall not be taken into account when calculating Party B’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex. 261 Paragraph 10 to the Collateral Annex SCE v03.22.2018 5 Party B shall have a Full Floating Independent Amount of $______________. If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex. Party B shall have a Partial Floating Independent Amount of $______________. If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party B otherwise has a Collateral Requirement (not taking intoconsideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into considerationthe Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex. Not Applicable. IV.Minimum Transfer Amount. A.Party A Minimum Transfer Amount:$1.00 B.Party B Minimum Transfer Amount:$1.00 V.Rounding Amount. A.Party A Rounding Amount:$100,000.00 B.Party B Rounding Amount:$100,000.00 VI.Administration of Cash Collateral. A.Party A Eligibility to Hold Cash. Party A shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B. Party A shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not a Defaulting Party; (2) Party A or, if applicable, Party A’s Guarantor has a Credit Rating of at least BBB-from S&PorBaa3 from Moody’s; provided, if Party A, or, if applicable, Party A’s Guarantorhas a Credit Rating of BBB-by S&P or Baa3 by Moody’s, such entity, in each case,hasa “Stable” outlookor above; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party A is entitled to hold Cash, the Interest Rate payable to PartyB on Cash shall be as selected below: Party A Interest Rate.262 Paragraph 10 to the Collateral Annex SCE v03.22.2018 6 Federal Funds Effective Rate –for any given month, the average of the annual interest rates reported for all weekdays in the month opposite the caption "Federal funds (effective)" as set forth in the H.15 release, or any successor publication, published by the Board of Governors of the Federal Reserve System. Other -____________ To the extent that Party A is not entitled to hold Cash,Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B. B.Party B Eligibility to Hold Cash. Party B shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A. Party B shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not a Defaulting Party; (2) Party B has a Credit Rating of at least BBB-from S&PorBaa3 from Moody’s; provided, if Party Bhas a Credit Rating of BBB-by S&P or Baa3 by Moody’s, such entity, in each case, hasa “Stable” outlookor above; and(3) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below: Party B Interest Rate. Federal Funds Effective Rate –for any given month, the average of the annual interest rates reported for all weekdays in the month opposite the caption "Federal funds (effective)" as set forth in the H.15 release, or any successor publication, published by the Board of Governors of the Federal Reserve System. Other -____________ To the extent that Party B is not entitled to hold Cash,Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A. VII.Notification Time. 10:00 a.m. Pacific Prevailing Time on a Local Business Day. VIII.General. With respect to the Collateral Threshold, Independent Amount, Minimum Transfer Amount and Rounding Amount, if no selection is made in this Cover Sheet with respect to a Party, then the applicable amount in each case for such Party shall be zero (0). In addition, with respect to the “Administration of Cash Collateral” section of this Paragraph 10, if no selection is made with respect 263 Paragraph 10 to the Collateral Annex SCE v03.22.2018 7 to a Party, then such Party shall not be entitled to hold Performance Assurance in the form of Cash and such Cash, if any, shall be held in a Qualified Institution pursuant to Paragraph 6(a)(ii)(B) of the Collateral Annex. If a Party is eligible to hold Cash pursuant to a selection in this Paragraph 10 but no Interest Rate is selected, then the Interest Rate for such Party shall be the Federal Funds Effective Rate as defined in Section VI of this Paragraph 10. IX.Other Changes. The following changes to the Collateral Annex shall be applicable. A.Introduction. The first paragraph of the introduction is amended to read as follows: “This Collateral Annex, together with the Paragraph 10 Cover Sheet, (the “Collateral Annex”) supplements, forms a part of, and is subject to the EEI Master Power Purchase and Sale Agreement dated as of _________between _________(“Party A”) and Southern California Edison Company (“Party B”), including the Cover Sheet and any other annexes thereto (as amended and supplemented from time to time, the “Agreement”). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given such terms in the Agreement.” B.Paragraph 1. Definitions. Amend Paragraph 1 as follows: i.The definition of “Credit Rating” is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.12 of the Master Agreement as modified in the Cover Sheet. ii.The definition of “Credit Rating Event” is amended by replacing “6(a)(iii)” with “6(a)(ii)”. iii.The definition of “Downgraded Party” is amended by replacing “6(a)(i)” with “6(a)(ii)”. iv.The definition of “Interest Amount” is deleted in its entirety and replaced as follows: "Interest Amount" means the product of the following three factors: (a) the dollar amount of Cash on which an interest payment is based; (b) Interest Rate; and (c) the number of days in the calculation period divided by 360. v.The definition of “Interest Period” is deleted in its entirety. vi.The definition of “Letter of Credit” is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.27 of the Master Agreement as modified in the Cover Sheet. vii.The definition of “Letter of Credit Default” is amended by replacing the word “or” in the third line with the word “and”. viii.The definition of “Local Business Day” is amended by replacing the word “day” with “Business Day”. ix.The definition of “Notification Time” is amended by replacing “11:00, New York” with “10:00 a.m. Pacific Prevailing.” x.The definition of “Performance Assurance” is amended by replacing “6(a)(iv)” with “6(a)(iii)”. xi.The definition of “Qualified Institution” is amended to read as follows: “ “Qualified Institution” means either (A) a commercial bank or financial institution (that is not an Affiliate or a Guarantor of any party to this Agreement) organized under the laws of the United States or a political subdivision thereof or (B) a U.S. branch office of a foreign bank, and, with respect to both entities identified in clause (A) and (B), having (i) Credit Ratings of at least "A-" by S&P or"A3" by Moody's, and (ii) shareholder equity 264 Paragraph 10 to the Collateral Annex SCE v03.22.2018 8 (determined in accordance with generally accepted accounting principles) of at least $1,000,000,000.00 (ONE BILLION AND 00/100 DOLLARS).” xii.The definition of “Reference Market-maker” is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.66of the Master Agreement as modified in the Cover Sheet. xiii.The definition of “Secured Party” is amended by replacing “3(b)” with “3(a)”. C.Paragraph 3. Calculations of Collateral Requirement. In Paragraph 3(b)(2), is amended by replacing the comma after “Secured Party” with “and” and by deletingthe phrase “,and any Interest Amount that has not yet been Transferred to the Pledging Party”. D.Paragraph 4. Delivery of Performance Assurance. In Paragraph 4, the penultimate sentence is amended by replacing the words “next Local Business Day” with “third Local Business Day thereafter” in clause (i), and by replacing the word “second” with fourth” in clause (ii). E.Paragraph 5. Reduction and Substitution of Performance Assurance. Amend Paragraph 5 as follows: i.Paragraph 5(a) is amended by deleting the parenthetical “(but no more frequently than weekly with respect to Letters of Credit and daily with respect to Cash)” from the first line. ii.The sixthsentence of Paragraph 5(a) is amended by 1.inserting the word “Local” before “Business Day,” and replacing the words “one (1) Local Business Day” with “three (3) Local Business Days” in clause (i) of that sentence. 2.Replacing the words “two (2) Local Business Days” with “four (4) Local Business Days” in clause (ii) of that sentence. F.Paragraph 6. Administration of Performance Assurance.Amend Paragraph 6 as follows: i.Paragraph 6(a)(ii)(A) is amended by inserting “(other than subparagraph (B) below)” after “the provisions of this Paragraph 6(a)(ii)” in the first line thereof. ii.Paragraph 6(a)(ii)(B) is amended by replacing “Non-Downgraded Party” with “Downgraded Party”in the second sentence of this paragraph. iii.Paragraph 6(a)(iii) is deleted in its entirety and replaced as follows: Interest Payments on Cash. So long as no Event of Default or Potential Event of Default with respect to the Pledging Party has occurred and is continuing, and no Early Termination Date for which any unsatisfied payment Obligations of the Pledging Party exist has occurred or been designated as the result of an Event of Default with respect to the Pledging Party, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer, in the event that the Secured Party or its Custodian is holding Cash, the Secured Party will Transfer (or caused to be Transferred) to the Pledging Party, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by the Secured Party or its Custodian), the Interest Amount, concurrently with the return of such Cash to the Pledging Party in accordance with the terms of the Agreement. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to the Pledging Party or an Early Termination Date as a result of an Event of Default with respect to the Pledging Party, the Secured Party or its Custodian shall retain any such Interest Amount as additional Performance Assurance hereunder until the obligations of the Pledging Party under the Agreement have been satisfied in the case of an Early Termination Date or for so long as such Event of Default is continuing in the case of an Event of Default; provided 265 Paragraph 10 to the Collateral Annex SCE v03.22.2018 9 that,any Interest Amount that is held by the Secured Partyas an additional Performance Assuranceamount shall not accrue interest in accordance with this paragraph. iv.Paragraph 6(b)(iv) is amended by capitalizing the second instance of the word “cash” inthe second sentence. v.Paragraph 6(b)(v) is amended by deleting the parenthetical phrase “(including but not limited to the reasonable costs, expenses, and attorneys’ fees of the Secured Party)”. G.Paragraph 7. Exercise of Rights Against Performance Assurance. Paragraph 7(b) is amended by deleting it in its entirety and inserting the words “Intentionally Omitted.”. H.Paragraph 8. Disputed Calculations.Amend Paragraph 8 as follows: i.Paragraph 8(a) is amended by adding in the third sentence the phrase “and,provided further, that if no quotations can be obtained, then the Secured Party’s original calculation shall be used” immediately after the words “then that quotation shall be used” and before the “)”. ii.Paragraph 8(b) is amended by (1) adding the words “requested by the Pledging Party” between the word “Assurance” and the phrase “to be reduced”, and (2) adding in the third sentence the phrase “and, provided further that, if no quotations can be obtained, then the Secured Party’s original calculation shall be used” immediately after the words “then that quotation shall be used” and before the “)”. I.Paragraph 9. Covenants; Representations and Warranties; Miscellaneous. Section 9(d) is amended by deleting (i) the parenthetical phrase at the end of the firstsentence, which reads, “(including, without limitation costs and reasonable fees and disbursements of counsel)” and (ii) the entire second sentence. J.Schedule 1 to Collateral Annex: Schedule 1 to the Collateral Annex is deleted in its entirety. IN WITNESS WHEREOF, the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the Agreement. Party A: CITY OF VERNON Party B: SOUTHERN CALIFORNIA EDISON COMPANY By: By: Name: Kelly Nguyen Name: Colin E. Cushnie Title:General Manager Title:Vice President, Energy Procurement & Management 266 City Council Agenda Item Report Agenda Item No. COV-42-2018 Submitted by: Vincent Rodriguez Submitting Department: Public Works Meeting Date: April 17, 2018 SUBJECT Approval of the Contract between the City of Vernon and Petrochem Materials Innovation, LLC (PMI) for the Citywide Slurry Seal, Phase V Project, CS-0804 Recommendation: A. Find that the approval of the proposed Citywide Slurry Seal (Phase V) Project at various locations along Vernon Avenue, District Boulevard, Leonis Boulevard and Alameda Street is categorically exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301, Existing Facilities, part (c), existing highways and streets, because the project is merely to repair existing streets and involves negligible or no expansion of use beyond that existing currently; and B. Approve and authorize the City Administrator to execute a contract with Petrochem Materials Innovation, LLC for the Material, Delivery and Application for the Citywide Slurry Seal (Phase V) Project, Contract CS-0804, in substantially the same form as submitted herewith, for an amount of $403,845.83; and C. Authorize a 10% contingency of $40,384.58 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Backgroud: For the Citywide Slurry Seal Phase V Project (CS-0804), staff proposes to slurry seal the following streets: •Vernon Avenue – Soto Street to Downey Road •District Boulevard – Downey Road to Atlantic Boulevard •Leonis Boulevard – Pacific Boulevard to Downey Road •Alameda Street – 27th Street to Slauson Boulevard Slurry seal is a common pavement rehabilitation whereby a thin maintenance treatment is placed on the pavement surface. A Rubberized Emulsion Aggregate Slurry (REAS) product will be used for this project, which will help preserve the aged pavements, fill minor cracks, minimize oxidation/ageing, reduce water infiltration, restore skid resistance and restore overall aesthetic appeal. The work will preserve the pavement another five to seven years. This slurry seal project is proposed to be accomplished through two separate projects. This particular contract is for the purchase, delivery and application of the slurry material (Citywide Slurry Seal (Phase V), Contract CS-0804). The other work for the striping, pavement markings and reflectors shall be accomplished through a purchase order. For the slurry seal contract, the City intends to piggyback onto an existing contract between the City of Los Angeles and Petrochem Materials Innovation, LLC (PMI) from Carlsbad, California. Piggybacking is expressly authorized by 267 Vernon Municipal Code § 2.1712(A)(5) and allows Vernon to use an existing public agency contract as a template to form its own contract directly from a vendor offering the same prices, terms and conditions as in a previous award from the City or another public agency either by competitive bid, and, in the opinion of the Finance Director, it is to the advantage of the City to do so. This matter was reviewed by the Finance Director who concurs that it is in the best of interest of the City to pursue a piggyback agreement. As such, this agreement is exempt from competitive bidding pursuant to Section 2.17.12(A)(5), and exempt from competitive selection pursuant to Section 2.17.12(B)(1) of the Vernon Municipal Code. The City of Los Angeles used a competitive bid process to obtain labor and material cost for PMI that are at rates substantially lower than Vernon could obtain if it were to complete the traditional competitive bidding process itself. The City of Vernon will be able to save time and resources by piggybacking onto the City of Los Angeles contract with PMI. The agreement between Los Angeles and PMI includes set costs for material, delivery and application. In addition, all inspection work will be performed by City of Vernon staff. The City Attorney’s office has reviewed and approved the contract as to form. Fiscal Impact: The total cost of the Citywide Slurry Seal, Phase V Project (Contract CS-0804) is estimated at $403,845.83 for the cost of material purchase, delivery and application. Staff requests authority to purchase up to an additional 10% as a contingency. Therefore, the proposed total not-to-exceed amount of the proposed agreement would be $444,230.41. Funds for the project will come from the Citywide Rubberized Slurry Seal (Phase V) Project budget, which was included in the Fiscal Year 2017-2018 budget. ATTACHMENTS CS-0804 Agreement - Slurry Seal.pdf 268 1 LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND PETROCHEM MATERIALS INNOVATIONS, LLC CONTRACT NO. CS-0804 COVER PAGE Contractor: Petrochem Materials Innovation, LLC Responsible Principal of Contractor: Frank B. Hoffman, CFO Notice Information - Contractor: Petrochem Materials Innovation, LLC 6168 Innovation Way, Carlsbad, CA 92009 Attention: Frank B. Hoffman Phone: (760) 603- 0961 Facsimile: ( 760) 603-0962 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Daniel Wall Director of Public Works Telephone: (323) 583-8811 ext. 305 Facsimile: (323) 826-1435 Commencement Date: Upon Issuing Notice to Proceed Termination Date: Consideration: July 31, 2018, and in accordance with contractual terms and conditions Total not to exceed $444,230.41 (includes all applicable sales tax); and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 8.3 269 2 LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND PETROCHEM MATERIALS INNOVATION, LLC CONTRACT NO. CS-0804 This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation, and Petrochem Materials Innovation, LLC (“PMI”), a Nevada corporation authorized to conduct business in California with headquarters at 6168 Innovation Way, Carlsbad, CA 92009 (" Contractor"). 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 for the Citywide Slurry Seal (REAS) Phase IV project in the Specifications Exhibit A, and the Special Provisions, Exhibit B, which are attached hereto and incorporated by reference. PMI and the City of Los Angeles (hereinafter, "Los Angeles") previously entered into a competitively bid contract, by that certain contract submitted by Los Angeles to PMI dated January 1, 2018 to December 31, 2018, a copy of which is attached hereto and incorporated herein by this reference as Exhibit F that allows PMI to offer to other governmental agencies the same pricing received by Los Angeles, for purchase of the Central Mix, supply of required equipment, and labor related to the application process. 2.0 All work shall be done in a manner satisfactory to the City’s Director of Public Works (“Director”), or the Director’s designee, in writing, and shall be of highest quality with respect to the materials specifications set forth in the contract specifications. In 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. If 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 In consideration of satisfactory and timely Performance of requested work, the City shall pay Contractor as follows: The base amount, according to work requested and accepted at the unit prices set forth in the Summary of Estimated Charges, Exhibit C, not to exceed $403,845.83. The grand total amount paid to contractor, including any contingency amount approved, shall not exceed the amount of $444,230.41 without the prior approval of City Council and written amendment of this contract. 5.0 Bonds of a surety shall not be required as part of this contract. 6.0 GENERAL TERMS AND CONDITIONS. 6.1 INDEPENDENT CONTRACTOR. 270 3 6.1.1 It 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 furnish 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, exactions, 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 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. 6.3 OWNERSHIP 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 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 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 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 or otherwise constitute a novation. 271 4 6.8 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. 6.9 ATTORNEY'S FEES. If 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. 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. 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 WRITTEN AMENDMENT. This Contract may only be changed by written amendment signed by Contractor and the City Manager 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 effect. 7.4 SEVERABILITY. If 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. In case of conflict between the terms of this Contract and the 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 Specifications shall control over the Contractor'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 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 this Contract and each and every covenant, term and provision hereof. 7.9 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to 272 5 enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 7.10 ARBITRATION 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 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. 7.11 INDEMNITY. 7.11.1 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. 7.11.2 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 infringement) 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 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 273 6 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 $100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non-owned liability coverage if written on a Commercial automobile liability form. 7.13.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury 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. If Contractor employs other contractors as part of the services rendered, Contractor'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. B. Blanket Contractual Coverage. C. Products/Completed Operations coverage. 7.13.3 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 California; or B. Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance 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 "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 274 7 7.13.4 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. 7.13.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 7.13.6 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. 7.13.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In 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 City's option; (b) immediately terminate this Contract; or (c) self insure the risk, with all damages and costs incurred, 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. 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 Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Dan Wall Director of Public Works 4305 Santa Fe Ave. Vernon, CA 90058 With a Copy to: Attention: Vince Rodriguez Public Works Project Coordinator If to the Contractor: Frank B. Hoffman, CFO Petrochem Materials Innovation 6168 Innovation Way Carlsbad, CA 92009 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 275 8 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. 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 (15) calendar days' written notice to Contractor. If 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 Contractor's exclusive remedy for termination without cause. 7.16 DEFAULT. In 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. Sec 15) or under the Cartwright Act Chapter 2 (Commencing with Section 16700) or part 2 of Division 7 of the 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 the 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. 8.0 ADDITIONAL ASSURANCES 8.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this contract, the contractor and any other parties with whom it may subcontract 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, 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 “E”. 8.2 VERNON BUSINESS LICENSE. Contractor shall obtain, and pay any and all costs associated therewith, any Vernon Business License which may be required by the Vernon Municipal Code. 8.3 MAINTENANCE AND INSPECTION OF RECORDS. 276 9 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 3 years after termination of the Contract. The Contractor shall maintain all such records in the City of Vernon. If 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. 8.4 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. 8.5 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes 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 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 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 1½ 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 “D”. Upon request, certified payroll shall be provided to the City. [Signatures Begin on Next Page]. 277 10 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation By:____________________________ Carlos Fandino, City Administrator Petrochem Materials Innovation, LLC (PMI), a Nevada corporation authorized to conduct business in California By: Name: Title: ATTEST: _______________________________ Maria E. Ayala, City Clerk By: Name: Title: APPROVED AS TO FORM: _______________________________ Brian Byun, Senior Deputy City Attorney 278 EXHIBIT A SPECIFICATIONS 279 EXHIBIT A - SPECIFICATIONS EXHIBIT A – SPECIFICATIONS I-1 GENERAL I-1.01 Contractor Must Make Thorough Investigation It is the Contractor’s responsibility to examine the location of the proposed work, to fully acquaint itself with the Specifications and the nature of the work to be done. Contactor shall have no claim against the City based upon ignorance of the nature and requirements of the project, misapprehension of site conditions, or misunderstanding of the Specifications or contract provisions. I-1.02 Ineligibility to Contract If Contractor has been found by the State Labor Commissioner to be in violation of Sections 1777.1 and 1777.7 of the Labor Code Sections entitled “Public Works” Contractor shall be ineligible to be awarded a contract for this project. The period of debarment shall be not less than one year and up to three years as determined pursuant to Section 1777.7 of the Labor Code. The Contractor certifies that it is aware of these provisions and is eligible to bid on this contract. The Contractor shall also be prohibited from performing work on this project with a subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code. The Contractor certifies that it has investigated the eligibility of each and every subcontractor it intends to use on this project and has determined that none is ineligible to perform work pursuant to the above provisions of law. I-1.03 Patent Fees; Patent, Copyright, Trade Secret and Trademark Fees The Contractor cost shall include in the price bid any patent fees, royalties and charges on any patented article or process to be furnished or used in the prosecution of the Work. I-1.04 Taxes Costs shall include all federal, state, local, and other taxes. I-2 SPECIAL CITY REQUIREMENTS I-2.01 Equal Employment Opportunity in Contracting I-2.01.1 Policy The City of Vernon is committed to a policy of Equal Opportunity Contracting. Contractor expressly agrees to comply with the City's ordinances and regulations regarding Equal Opportunity Employment as well as regulations that may be mandated by the source of the funds supporting this contract. I-2.01.2 Compliance To the extent permitted by law, the Contractor expressly agrees to establish compliance with the Equal Employment Opportunity Practices Provisions of federal and state law. I-2.03 Vernon Living Wage Ordinance This contract is subject to the Vernon Living Wage Ordinance. The selected contractor 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 contractor 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 280 EXHIBIT A - SPECIFICATIONS for sick leave. There shall 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 Subcontractor(s), shall comply with the City’s Living Wage Ordinance. The current Living Wage Standards are set forth in Exhibit D of the Contract. Upon the City’s request, certified payroll records shall promptly be provided to the City. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to City public works contracts to the same extent as in general law cities. If 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. I-3 GENERAL SPECIFICATIONS I-3.01 Quantities The quantities contained in the contract documents are approximate only. The City may, in accordance with the Standard Specifications, order more or less work or material as necessary in the City's sole discretion. Payment will be made for the amount of work or material actually provided as determined by the City and accepted at the unit prices noted in Exhibit C. I-3.02 Registration and Qualifications of Contractors Contractor shall be licensed to the extent required by Business and Professions Code Section 7000 et seq. I-3.03 Standard Specifications For the purpose of this contact and except as otherwise provided below, all work shall be done in accordance with the provisions of the 2012 edition of "STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION" (commonly known as the "GREENBOOK"), including Supplements, prepared and promulgated by Public Works Standards, Inc., a mutual benefit corporation. I-3.04 Subcontracts Pursuant to California Labor Code §1021.5, the Contractor must not willingly and knowingly enter into any agreement with any person, as an independent contractor, to provide any services in connection with the Work where the services provided or to be provided requires that such person hold a valid contractor’s license issued pursuant to California Business and Professions Code §§7000 et seq. and such person does not meet the burden of proof of his/her independent contractor status pursuant to California Labor Code §2750.5. In the event that the Contractor shall employ any person in violation of the foregoing, the Contractor shall be subject to the civil penalties under California Labor Code §1021.5 and any other penalty provided by law. In addition to the penalties provided under California Labor Code §1021.5, the Contractor’s violation of this Paragraph or the provisions of California Labor Code §1021.5 shall be deemed an event of the Contractor’s default. The Contractor must require any Subcontractor of any tier performing or providing any portion of the Work to adhere to and comply with the foregoing provisions. Pursuant to the provisions of Labor Code Section 1777.1, the Labor Commissioner publishes and distributes a list of contractors ineligible to perform work as a subcontractor on a public works project. This list of debarred contractors is available from the Department of Industrial Relations website at: http://www.dir.ca.gov/dlse/debar.html. The Contractor must not employ, hire, use or subcontract with any of the listed debarred contractors. 281 EXHIBIT A - SPECIFICATIONS I-3.07 Contract Bonds Bonds of a surety shall not be required as part of this contract. I-3.08 Termination of Contract Section 6-5, entitled “Termination of Contract,” of the Standard Specifications is modified to read: "The 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 the Contractor." If the contract is thus terminated by the City for reasons other than the Contractor’s failure to perform its obligations, the City shall pay the Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be the Contractor’s exclusive remedy for termination without cause. I-3.10 Partial Payment Payment shall be due the Contractor within thirty (30) calendar days after receipt of an itemized statement for work performed during the progress payment period. I-3.12 Worker’s Compensation Certification California Labor Code §§ 1860 and 3700 provide that every Contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code § 1861, the Contractor, hereby certifies as follows: “I am aware of the provisions of California Labor Code § 3700 which requires every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract.” 282 EXHIBIT B SPECIAL PROVISIONS 283 SPECIAL PROVISIONS - CS-0804 1 of 12 EXHIBIT B CITYWIDE SLURRY SEAL (REAS) PHASE IV SPECIAL PROVISIONS I. GENERAL SCOPE OF WORK This project involves delivery and application of a quick-set type mix of Rubberized Emulsion- Aggregate Slurry (REAS) Seal, Type II, surface treatment. This contract with Petrochem Materials Innovation, LLC (PMI) is for the material supply, delivery and application. PMI will coordinate with City crews and other City contracted labor, see Coordination Section of these Special Provisions for further details. CONTRACT STREETS The following streets are included in this contract for maintenance: Vernon Avenue from Soto Street to Downey Road – 174,000 sf Leonis Boulevard from Pacific Boulevard to Downey Road– 332,000 sf District Boulevard Downey Road to Atlantic Boulevard – 567,000 sf Alameda Street from 27th Street to Slauson Avenue – 243,000 sf SPECIFICATIONS Slurry materials, transportation, mixing, and application shall be per the Standard Specifications for Public Works Construction (SSPWC) 2015 Edition. CONTRACT LENGTH All work in this project shall be completed within seven (7) days, four (4) consecutive weekends, as further described in the COORDINATION and CONSTUCTION SCHEDULE sections below subject to extensions for each day of (1) rain, fog and inclement weather. COORDINATION PMI shall coordinate the work with the City of Vernon’s Public Work’s Department and the City’s Striping Contractor for a minimum of four weekends. All traffic control and street closures will be done by either the City of Vernon’s Public Works Department or the City’s striping contractor. Protection of the manholes and valve covers, placement of the slurry (REAS) and clean-up will be done by PMI. Placement of the temporary striping tabs will be done by the striping contractor. 284 SPECIAL PROVISIONS - CS-0804 2 of 12 CONSTRUCTION SCHEDULE PMI shall deliver the initial shipment of Central Mix no later than June 25, 2018 to the location within the City of Vernon designated by the City. The work on the Project shall proceed on four (4) consecutive weekends until complete, weather permitting. CONSTRUCTION HOURS The proposed rubberized emulsion-aggregate slurry (REAS) seal work shall occur on Saturday and/or Sunday between the hours of 7:00 a.m. to 1:00pm (laydown). The street(s) shall be open to traffic by 5:00 p.m. CONSTRUCTION ACTIVITIES COORDINATION City of Vernon’s Contractor shall notify the City of Vernon Public Works, Water and Development Department, Police Department, Fire Department, Utility Companies of the proposed work and coordinate all work under this contract with all Utilities and Public Agencies. DELAYS AND EXTENSIONS OF TIME The Provisions of Section 6-6 entitled “Delays and Extensions of Time” of the Standard Specifications shall apply except as modified and supplemented below. The second paragraph of subsection 6-6.1 is hereby deleted and the following paragraph shall be inserted in its place: No extension of time will be granted for a delay caused by the inability of the Contractor to obtain materials, equipment and labor, except as authorized by the Engineer. The length of the contact time stipulated includes any time which may be require to obtain materials, equipment, and labor. The Contractor shall be deemed to have ascertained the availability of materials, equipment and labor and considered same in its construction schedule. QUALITY OF WORK The provisions of Section 4-1.1 entitled “Materials and Workmanship” of the Standard Specifications shall apply. In addition, any work deemed unacceptable by the Engineer, whether a cause is determined or not shall be repaired or replaced by the Contractor at his expense. LIQUIDATED DAMAGES In accordance with Section 6-9 of the Standard Specifications, for each consecutive calendar day required to complete the work in excess of the time specified herein for its completion, as 285 SPECIAL PROVISIONS - CS-0804 3 of 12 adjusted in accordance with Section 6-6 of the Standard Specifications, the Contractor shall pay to the City, or have withheld from monies due it, the sum of $1,500. The parties agree that damages are difficult to estimate, and that this sum is a fair calculation of damages that does not constitute a penalty. COMPLIANCE WITH LAWS, REGULATIONS, AND SAFE PRACTICES The Contractor shall perform all work in a safe, competent manner and in accordance with all federal, state, and local statues, regulations, ordinances, rules, and governmental orders. The Contractor will be solely and completely responsible for the conditions of the job site, including safety of all persons and property during performance of the work. This requirement will apply continuously and not be limited to normal working hours. Inspection of the Contractor’s performance by the City, its agents, or employees is not intended to include review of the adequacy of the Contractor’s safety measures in or near the job site. CONSTRUCTION ORDER OF WORK Work within certain commercial areas of the various districts shall be scheduled so as to lessen the impact upon businesses and dining establishments. Requirements - General: 1. All construction shall conform to Sections 6-1 and 6-2 of the Standard Specifications and shall proceed in a smooth, efficient, timely and continuous manner. As such, once construction is started in a work area, the Contractor will be required to work continuously in that work area until construction has been completed and the work area is open and accessible to both vehicular and pedestrian traffic in a manner approved by the Engineer before the next stage of work will be allowed to begin. 2. Once construction is started in a work area, the Contractor shall not withdraw manpower or equipment from that work area in order to allow the start of construction in another work area if doing so, in the opinion of the Engineer, delays the completion of the work presently under construction. 3. Unless otherwise stated, the Contractor shall maintain continuous access to all commercial developments and businesses within the project limits, including store and restaurant entrances, and drive approaches, unless the Contractor has obtained the approval of the Engineer to close either such access or drive approach. 4. No stockpiling of material and construction equipment in or on public streets or sidewalks will be permitted on this project. Material and equipment placed in or 286 SPECIAL PROVISIONS - CS-0804 4 of 12 on public streets sidewalks and in the construction areas shall be used the same day. CHARACTER OF WORKERS If any subcontractor or person employed by the Contractor shall appear to the Engineer to be incompetent, intemperate, troublesome, or acts in a disorderly or otherwise objectionable manner, he shall be immediately discharge from the project on the requisition of the Engineer, and such person shall not be reemployed on the work. If said individual has an ownership interest in the contracting entity, the Engineer will serve written notice upon the Contractor and the Surety providing the faithful performance bond, in accordance with Section 6-4, "Default by Contractor," of the Standard Specifications, demanding complete and satisfactory compliance with the Contract PROTECTION OF THE PUBLIC The Contractor shall take such steps and precautions as his/her operations warrant to protect the public from danger, loss of life, loss of property or interruption of public services. Unforeseen conditions may arise which will require that immediate provisions be made to protect the public from danger or loss, or damage to life and property, due directly or indirectly to prosecution of work under this contract. Whenever, in the opinion for the Engineer, a condition exists which the Contractor has not taken sufficient precaution of public safety, protection of utilities and/or protection of adjacent structures or property, the Engineer will order the Contractor to provide a remedy for the condition. If the Contractor fails to act on the situation within a reasonable time period as determined by the Engineer, or in the event of an emergency situation, the Engineer may provide suitable protection by causing such work to be done and material to be furnished as, in the opinion of the Engineer, may seem reasonable and necessary. The cost and expense of all repairs (including labor and materials) as are deemed necessary, shall be borne by the Contractor. All expenses incurred by the City for emergency repairs will be deducted from the final payment due to the Contractor. MOBILIZATION The cost of all preparatory work and operations for the multiple movements of personnel, equipment, supplies, and incidentals to the various project sites will be included in the Contract, and no extra compensation will be paid to PMI. PROHIBITED PARKING IN WORK AREA City of Vernon Public Works Department shall provide 72 hours’ notice for parking restrictions that will be posted in the work area during construction. All traffic and parking signs are to be provided and posted by the City. MATERIAL SUBMITTALS 287 SPECIAL PROVISIONS - CS-0804 5 of 12 No additional material submittals will be necessary as part of this contract unless otherwise stated in these provisions MATERIAL AND EQUIPMENT STAGING AREAS PMI shall submit the proposed staging areas to the City for review and approval before the construction. PUBLIC CONVENIENCE PMI shall conduct operations to minimize the obstruction of access and inconvenience to the public and the City of Vernon Fire Department. SANITARY FACILITIES PMI shall furnish and maintain sanitary (toilet) facilities by the worksites for the entire construction period. QUALITY ASSURANCE AND ACCEPTANCE The City Testing and Inspection program shall be for the purposes of quality assurance and acceptance and shall include Material Sampling and Laboratory Testing. All tests and inspections will be contracted and paid for by the City. Any test and inspection results that do not meet the Standard Specifications for Public Works Construction will result in rejection of the slurry (REAS). II. PROPOSED RUBBERIZED EMULSION-AGGREGATE SLURRY (REAS) SEAL, TYPE II GENERAL All work shall be in accordance with this specification and as approved by the Engineer. The completed rubberized emulsion-aggregate slurry (REAS) seal shall leave a homogenous mat, adhere firmly to the prepared surface, and have a skid resistant surface texture. All work shall be in accordance with the “Greenbook”, Standard Specifications for Public Works Construction, latest edition, unless otherwise described herein. All work shall be done in a workman-like manner, within the prescribed time limits, and as directed by the engineer. As used throughout this specification, the term “Engineer” shall mean the Director of Community Services and Water or his designated representative. 288 SPECIAL PROVISIONS - CS-0804 6 of 12 LABORATORY EVALUATION AND REPORT Before work commences, the Contractor shall submit a signed original of a mix design covering the specific materials to be used on the project. This design must have been performed by a qualified, independent laboratory. Previous lab reports covering the exact materials to be used may be accepted provided they were made during the calendar year. Once the materials are approved, no substitution will be permitted unless first tested and approved by the laboratory preparing the mix design. EQUIPMENT Prior to the contract, PMI shall allow inspection, by City personnel, of the vehicles designated for the project. Those vehicles that pass inspection will have their I.D. numbers recorded and will be the only vehicles allowed to work on the project. All equipment, tools and machines used in the performance of this work shall be maintained in satisfactory working order at all times. LIMITATIONS Weather: Slurry shall not be applied when the atmospheric temperature is less than 50oF (10oC). The mixture shall not be applied when weather conditions prolong opening to traffic beyond a reasonable time. Once work has started, the Contractor shall diligently perform the work to completion. NOTIFICATION, POSTING AND SCHEDULE CHANGES Notification and Posting: The City shall deliver "Notice to Businesses and Residents" 7 days prior to the sealing of the street. The posting of "No Parking Tow Away" signs 48 hours prior to sealing, and their subsequent removal, will be performed by City forces. Schedule Changes Requests for changes in the schedule shall be submitted by PMI to the City for approval at least two weeks prior to the scheduled sealing of the streets affected. Failure to meet the notified schedule requires that PMI shall immediately notify the businesses and residents of the cancellation for the day's work and rescheduling of the affected area. The Contractor shall then resubmit Notice to Businesses and Residents 72 hours prior to sealing of the streets. RESPONSIBILITY The City will be responsible for the advance notification of businesses and residents. 289 SPECIAL PROVISIONS - CS-0804 7 of 12 The City’s contractor will sweep the streets to be sealed prior to applying the slurry. The City’s Public Works Department and/or the City’s striping contractor will place barricades, delineators, signs, flashers, and traffic control devices. The City’s striping contractor will install the temporary striping tabs. The City of Vernon shall not be held responsible for the care or protection of any material or parts of the work prior to the Final Acceptance. PMI shall, at the direction of the Engineer, repair and reseal all areas of the streets which have not been sealed properly or completely at no additional cost to the City. SLURRY The slurry mixture shall be of the desired consistency upon leaving the central mix plant and no additional materials shall be added. Overloading of the spreader shall be avoided. No lumping, balling or unmixed aggregate shall be permitted. The slurry mixture shall possess sufficient stability so that premature breaking of the slurry seal in the spreader box does not occur. The mixture shall be homogeneous during and following mixing and spreading, it shall be free of excess water or emulsion and free of segregation of the emulsion and aggregate fines from the coarser aggregate. Clean-up: PMI shall not track REAS slurry or fresh oil onto existing improvements such as sidewalks, driveways, curb and gutters, private property, etc. If PMI fails to comply with this requirement, PMI shall furnish the labor and material for such cleaning at no charge to City. QUALITY CONTROL Mix Design: Refer to section 203-5 of the Standard Specifications. Materials: The Engineer may use the recorders and measuring facilities of the slurry seal unit to determine application rates, asphalt emulsion content, mineral filler and additive(s) content for an individual load. It is the responsibility of the Contractor to check stockpile moisture content and to set the machine accordingly to account for aggregate bulking. 290 SPECIAL PROVISIONS - CS-0804 8 of 12 Non-Compliance: If any two successive tests fail on the stockpile material, the job shall be stopped. It is the responsibility of PMI, at his own expense, to prove to the Engineer that the conditions have been corrected. If any two successive tests of the mix from the same machine fail, the use of the machine shall be suspended. It will be the responsibility of PMI, at his own expense, to prove to Engineer that the problems have been corrected and that machine is working properly. IV. PURCHASE, DELIVERY AND LAYDOWN OF CENTRAL MIX (REAS) PMI hereby sells to the City, and the City hereby purchases from PMI, up to a maximum of 20,000 gallons per day of Type II Central Mix for each day PMI performs work on the Project until complete. The City shall be charged the unit prices as shown in the Summary of Estimated Charges (Exhibit “C”) plus tax, if applicable. An additional delivery fee shall be charged in connection with the delivery of the Central Mix from PMI's plant located in the City of South Gate, California, to the City of Vernon, California. All deliveries of the Central Mix shall be made in accordance with any and all applicable transportation requirements set forth in the Greenbook. PMI shall make deliveries of up to 20,000 gallons of Central Mix per day to the location within the City of Vernon that is designated by the City as the delivery location. The City will contact PMI at the end of each day PMI performs work for the Project and will notify PMI of the amount of Central Mix to be delivered the following morning. Each and every delivery of Central Mix must be made between the hours of 6:00AM, PDT to 12:00 PM, PDT. PMI agrees to supply the City with daily delivery weight tickets upon each delivery of Central Mix to the site and upon return to PMI's plant. V. MEASUREMENT AND METHOD OF PAYMENT a. PMI shall invoice the City for the purchase, delivery and application of the Central Mix slurry, after completion of the Project. The invoice shall include a detailed listing and description of all charges and the items to which the charges relate. b. PMI shall be paid the amount specified in the invoice within thirty (30) days of receipt by the City, provided that the descriptions contained in the invoice are reasonably satisfactory to the City, in accordance with the terms of this Contract. c. The amount of Central Mix purchased by the City and invoiced by PMI shall be calculated as follows: the empty truck (with full tank of fuel) shall be weighed at PMI's plant and then weighed again after filling the truck with the Central Mix that is to be delivered to the location designated by the City - this process will measure the weight in pounds of Central Mix to be delivered (hereinafter, "Delivered Central Mix"); after the Delivered Central Mix is delivered to the City, PMI shall return the truck to its plant, fully refuel the truck, and then the truck and any Central Mix remaining in the truck shall be weighed again - this process will measure the amount of the Delivered Central Mix, if any, not used by the City (hereinafter, "Unused Central Mix"); the amount reflected as the Unused Central Mix shall then be subtracted from the Delivered Central Mix amount which result will measure the amount of Central Mix used by the City for any given delivery (hereinafter, "Used Central Mix"); the amount of Used Central Mix (measured in pounds) shall then 291 SPECIAL PROVISIONS - CS-0804 9 of 12 be divided by 13.5 pounds per gallon for Type II which will net the amount of gallons of Central Mix purchased by the City and to be reflected in any invoice. VI. WARRANTIES 1. REPRESENTATIONS PMI hereby makes the following representations, warranties and acknowledgments, and agrees that such representations, warranties and acknowledgments shall be true as of the Effective Date: a. PMI has the full right, power and authority to enter into this Contract and to sell Central Mix and provide the Equipment to the City, and to take all actions required of PMI by the terms of this Contract. b. All the documents executed by PMI pursuant to this Contract will be duly authorized, executed and delivered by PMI and will be legal, valid and binding obligations of PMI enforceable against PMI in accordance with their respective terms, and will not violate any provisions of any contract to which PMI is a party or to which it is subject. c. PMI has manufactured the Central Mix and has centrally mixed the Central Mix in accordance with Sections 203-5.5 and 203-5.5.3, respectively, of the Greenbook. d. PMI has good and marketable title to the Central Mix, which is to be sold and transferred to the City free and clear of all liens, security contracts, encumbrances, claims, demands, and charges of every kind and nature whatsoever. e. PMI possesses the ability to deliver up to 13,000 gallons of Central Mix daily to the City of Vernon, California, during the term of this Contract. 2. PRODUCT WARRANTIES a. PMI hereby warrants that the Central Mix product (sometimes hereinafter, "Product") will not Fail (as defined hereinafter) for five (5) years from the date of application (hereinafter, "Useful Life"), provided all persons involved in the installation of the Product substantially follow the guidelines, instructions, recommendations and best practices published and/or provided by PMI. The City hereby grants PMI and its representatives, in consultation with the City's inspector, the right to inspect, observe, monitor, provide instructions and recommend corrective actions to the City and any person installing the Product on all applications of the Product, including, without limitation, compliance with the guidelines and best practices for the application of the Product. The granting of this right to PMI and its representatives does not impose any additional duty on PMI or its representatives in addition to those duties outlined in this Contract. b. Should the Product Fail, PMI shall, at its election, and within thirty (30) days after determination of Failure, either repair or pay for the material cost of the Product to repair those areas 292 SPECIAL PROVISIONS - CS-0804 10 of 12 of the Product covered by this warranty that Fail during its Useful Life, as well as for labor and equipment and other incidental costs to repair (hereinafter, "Labor and Incidental Costs"), including, but not limited to, any affected striping, markings, and reflective pavement markers; provided, however, that such Failure shall occur within one (1) year from the date of Product application. For any Failure that occurs thereafter but during the Useful Life, PMI shall only be responsible for the repair or payment for the repair of the failed areas, including labor, materials, and equipment and any incidental work necessary, which shall also occur within thirty (30) days after determination of Product Failure. For purposes of this Contract, whether the Product has failed must be evaluated using the Slurry Seal Survey Procedures ("SSSP") set forth in Section IV of these Special Provisions, attached hereto and incorporated herein by this reference. The term "Fail," "Fails," "Failure" or "Failed" shall mean that, prior to the expiration of the Useful Life, more than ten percent (10%) of the native asphalt for any street segment (as defined "SSSP") becomes uncovered (i.e., no longer covered by the Product), and such uncovering does not arise out of conditions outside of PMI's control, including, but not limited to, subgrade conditions, improper subbase and/or compaction, cracks, earthquakes, over watering, frequent sprinkler overspray, standing or ponding water, heavy truck or equipment traffic, corrosive or acid materials that may leak or spill on the Product, or a Force Majeure event, as defined below. c. Provided PMI and the City mutually agree, either Steve Marvin, of LaBelle Marvin, or Steve Escobar, of Asphalt Pavement and Recycling Technology, shall make the exclusive determination of whether the Product "Failed" during its Useful Life and, if so, identify the areas and the square footage of Failure that "Failed." If PMI elects not to perform the repair itself, then PMI shall pay one hundred percent (100%) of the Product material cost for the percentage of "Failed" square footage, and for any related Labor and Incidental Costs to the extent there may be any Labor and Incidental Costs during the first year of the Product's Useful Life. If Steve Marvin or Steve Escobar are unavailable to make the determination of whether the Product "Failed," an independent engineer approved by both the City and PMI shall be used. If the parties cannot agree on an independent engineer, then each party shall pay any arbitrator selected by the Los Angeles branch of JAMS to determine which independent engineer shall be selected to make the evaluation. This warranty only applies to the Project that is the subject of this Contract and no other location. If the evaluator concludes the Product Failed, PMI will bear the cost of the evaluation. If the evaluator concludes the Product did not Fail, the City will bear the cost of the evaluation. d. This warranty shall be ineffective unless the City provides PMI written notice of any problems, defects or perceived Failures of the Product within thirty (30) days of the City's discovery of the problem, defect or perceived Failure. PMI shall be given the opportunity to inspect, investigate, test, repair and remediate any alleged problems, defects or failures in connection with the Product prior to any repair by the City, and, repair without notice shall void and waive this warranty. Inspection, investigation, testing, repair and remediation by PMI shall not operate as an admission of liability by PMI. e. Regardless of whether any remedy set forth herein fails of its essential purpose, in no event shall PMI be liable to City for any special, consequential, incidental, exemplary, punitive, indirect or similar damages, including loss of profits, loss of use, or personal injury, in connection with any Failed Product, even if PMI has been advised of the possibility of such damages. 293 SPECIAL PROVISIONS - CS-0804 11 of 12 f. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED FOR IN THIS CONTRACT, PMI HEREBY DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VII. SLURRY SEAL SURVEY PROCEDURES TO DETERMINE THE PERCENTAGE OF FAILED SLURRY SEAL When conducting the survey the following information shall be collected for each street segment: INFORMATION Name, limits of street surveyed Date of survey Time of day surveyed Weather conditions Remarks Percent of slurry seal remaining DEFINITION OF TERMS Street Segment- the asphalt concrete portion of a street measured from the centerline of the adjacent cross street running longitudinally down the street to the centerline of the next adjacent cross street. Cul-de-sac or dead end street segments shall begin at a line running transversely to the center line of the dead end street from the outer edge of the Portland Cement Concrete (PCC) gutter on one side of the street to the outer edge of the PCC gutter on the opposite side of the street and running longitudinally down the street until the end of the asphalt concrete portion of the street. In the case of no PCC gutters, the segment shall begin at a line running transversely to the centerline of the dead end street from the face of the curb on one side to the face of the curb on the opposite side of the street. TEST METHODS The assessment of the area of slurry seal remaining in a specified street segment shall be made initially through a visual windshield inspection by driving a vehicle up one side of the street and down the other side. The segment shall be then visually inspected on foot up one side of the street and down the other side. The total length and width of each street segment shall be determined using a rolo tape. All changes in segment width, utility cuts, street improvements, and repairs shall be measured with a rolo tape and the area subtracted from the total area of the segment. The measurement of areas within the segment that appear to not have slurry seal remaining or a complex pattern of areas with and without slurry seal remaining shall be made with a rolo tape using two methodologies. Method A for areas with simple patterns and Method B for complex patterns and 294 SPECIAL PROVISIONS - CS-0804 12 of 12 shapes. TOOLS Notebook and pencil Rolo Tape Measuring Wheel (RTMW) for lineal feet 1'X1' Cardboard Square Can of white marking paint Pocket knife 12-inch Ruler Black felt tip pen Method A Areas in all street segments that appear to not have slurry seal remaining in simple relatively easily defined shapes shall have the length and width of the shape measured with a rolo tape and the square footage subtracted from the total street segment square footage. Method B Areas in all street segments that appear to not have slurry seal remaining in complex patterns and relatively difficult to define shapes shall have the length and width of the shape measured with a rolo tape. Within the defined shape a representative one foot square box shall be created using a piece of cardboard, one (1) foot by one (1) foot, placed directly on the street and the outline of the box transferred to the surface of the street using a can of white marking paint. Within the box all areas without slurry seal remaining shall be measured with a 12-inch ruler. These measurements shall be added together and a percentage of slurry seal not remaining in the box shall be calculated and that percentage applied to the square footage of the entire shape. The shapes total square footage of slurry seal not remaining on the street shall be subtracted from the total street segment square footage. The majority of complex patterns of areas with and without slurry seal shall include the tops of all aggregates in the asphalt concrete without slurry seal and the areas between the larger aggregate having slurry seal. To determine the percentage of area within the box that did not have slurry seal, every aggregate top without slurry seal within the square shall be measured, marking each counted aggregate top with a black felt tip marking pen, summing the total square inch area without slurry seal and dividing that figure by 144 square inches to determine the total percentage of area without slurry seal within one (1) square foot. The total percentage of area without slurry seal within one (1) square foot shall be multiplied by the total area of complex shapes and divided by 100 to determine the number of square feet without slurry seal within the shape. The total square feet without slurry seal for all shapes shall be deducted from the total square feet of each street segment to determine the percentage of slurry seal remaining within each street segment. 295 EXHIBIT C SUMMARY OF ESTIMATED CHARGES 296 297 EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer’s compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney’s fees, or to compel City officials to terminate the service contract of violating employers. 298 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, 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 Contractor, state that it is an "Equal Opportunity Employer" 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. 299 EXHIBIT F PMI-CITY OF LOS ANGELES CONTRACT 300 ARC 40 59680 5 Page 1 CITY OF LOS ANGELES City of Los Angeles Purchasing Agent 111 E 1ST STREET ROOM 110 LOS ANGELES CA 90012 ANNUAL REQUIREMENTS CONTRACT Contract Number Description RFQ Number ARC 40 59680 5 Slurry, Premix R.E.A.S. Contract Dates Payment Terms Delivery Days ARO 01-01-18 to 12-31-18 1% Net 30 1 Central Purchasing Vendor Bill To Contact: Martha Medina Phone: (213) 928-9536 E-mail: Martha.Medina@lacity.org 000034616 PETROCHEM MATERIALS INNOVATION,LLC6168 INNOVATION WAY CARLSBAD, CA 92009 City of Los Angeles Supply Svcs., Accounts Payable 555 Ramirez St., Space 312 Los Angeles CA 90012 Reason for Modification Automated Anticipated Renewal option 1 Amendment 1, Renewal & new line items added. Renewal Period Options Option Effective Date Expiration Date 1 01-01-18 12-31-18 2 01-01-19 12-31-19 3 01-01-20 12-31-20 4 01-01-21 12-31-21 5 01-01-22 12-31-22 Line Items Line Commodity Code CL Description UOM Unit Price Markdown %Markup % 1 30121601 Premix, Rubberized Emulsion Aggregated Slurry, Type I GLL $2.3800 Extended Description:Premix, Rubberized Emulsion, Aggregate Slurry, Type I: Slurry made in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. Prices reflect asphalt prices at 1/1/2016 to $355/ton (liquid) 2 30121601 Premix, Rubberized Emulsion Aggregated Slurry, Type II GLL $2.0100 Extended Description:Premix, Rubberized Emulsion, Aggregate Slurry, Type II: All in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. 3 30121601 Premix, Rubberized Emulsion Aggregated Slurry, Type III GLL $2.0100 Extended Description:Premix, Rubberized Emulsion Aggregated Slurry, Type III 301 ARC 40 59680 5 Page 2 Line Commodity Code CL Description UOM Unit Price Markdown %Markup % 4 30121400 Service, Regular Time Labor only (application of Central Pla HUR $95.0000 Extended Description:SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $ 95.00 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 5 30121400 Service, Overtime Labor only (application of Central Plant M HUR $142.0000 Extended Description:SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $ 142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 6 721417 Rental, Service/Haul Trucks (Bare)DAY $200.0000 Extended Description:Rental, Service/Haul Trucks (Bare) DAILY, WEEKLY & MONTHLY RENTAL RATES: (Bare) Daily: $200.00 Minimum rental time: 1 Day Number of units available: 9 7 721417 Rental, Application Trucks (Bare).HUR $252.0000 Extended Description:APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: Within the City of Los Angeles, City Limits Hourly: $252.00 Overtime: $252.00 Sunday/Holiday: $252.00 **Minimum rental time: 4 Hours** Number of units available: 22 APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: NOT Within the City of Los Angeles, City Limits Hourly: $252.00 8 721417 Job Tankers, for delivery of Premix, R.E.A.S in trailer moun EA $600.0000 Extended Description:Job Tankers, for delivery of Premix, R.E.A.S. in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. JOB TANKER: As needed Delivery of Premix, R.E.A.S in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. $600 Per Load 9 301216 Asphalt Binder, Heavy Traffic, Structurally Modified Binder STN $800.0000 Extended Description:Heavy Traffic Binder: Structurally Modified Binder PG 76-10 (City of Los Angeles Custom Mix) Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. 302 ARC 40 59680 5 Page 3 Line Commodity Code CL Description UOM Unit Price Markdown %Markup % 10 78121603 Delivery, Trucking to AP1 Asphalt Binder, Heavy Traffic PG10 STN $17.0000 Extended Description:Delivery, Trucking to Asphalt Plant 1 of Asphalt Binder, Heavy Traffic, Structural Modified PG-10 (City of Los Angeles Custom Mix). Delivery, Trucking to Asphalt Plant I of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG-10. 11 78121603 Delivery, Trucking - AP2, Asphalt Binder, Heavy Traffic PG10 STN $19.0000 Extended Description:Delivery, Trucking to Asphalt Plant II Asphalt Binder, Heavy Traffic, Structural Modified PG-10 (City of Los Angeles Custom Mix). Delivery, Trucking to Asphalt Plant II of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG 10. 12 721417 Rental, of Job Tankers, for Delivery of Premix, R.E.A.S. not SMI $3.0000 Extended Description:Rental, of Job Tankers, for Delivery of Premix, R.E.A.S. not within the City of L.A., (price to include delivery fee and mileage from PMI's shipping Plant). For any location outside the City of L.A., delivery change from PMI Shipping Plant $3.00 per mile ($600.00 Minimum) For any location outside the City of L.A., delivery change from PMI Shipping Plant$3.00 per mile ($600.00 Minimum) 13 301216 Fine Aggregate Slurry Mix: Premixed REAS. GLL $3.0000 Extended Description:Fine Aggregate Slurry Mix: Premixed REAS. Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. 14 721417 Pump Rental, Specialized Slurry Pump, (pump capable of 250 DAY $500.0000 Extended Description:Pump Rental, Specialized Slurry Pump. (Pump capable of 250 gallons centralized mix slurry/minute). DAILY RENTAL RATES: Daily: $500.00 Minimum rental time: 1 day Number of units available: 12 15 78121603 Delivery, Trucking (common carrier) AP1, Asphalt, Hvy Bndr STN $17.0000 Extended Description:Delivery, Trucking (common carrier) to Asphalt Plant I of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix) Note* Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment. 16 78121603 Delivery, Trucking (common carrier) to AP2 of Asphalt, Heavy STN $19.0000 Extended Description:Delivery, Trucking (common carrier) to Asphalt Plant II of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix). Note* Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment.303 ARC 40 59680 5 Page 4 Line Commodity Code CL Description UOM Unit Price Markdown %Markup % 17 721116 Plant Opening EA $1,500.0000 Extended Description:Plant Opening: For, Saturday, Sunday or Holidays Saturday $ 1,500 Sunday $ 1,500 Holiday $ 1,500 18 801116 Per Diem for Los Angeles.DAY $150.0000 Extended Description:Per Diem for Temp Los Angeles personnel 19 721417 Rental, Storage Tank Portable for Jobsite Work. DAY $1,000.0000 Extended Description:Rental, Storage Tank Portable for Jobsite Work. PORTABLE STORAGE TANK RENTAL: DAILY, RENTAL RATES: Daily: $ 1,000.00 Minimum rental time: 1 Day Number of units available: 5 20 721417 Rental, Slurry Box DAY $250.0000 Extended Description:SLURRY BOX RENTAL: DAILY, RENTAL RATES: Daily: $ 250.00 Minimum rental time: 1 Day Number of units available: 5 21 721417 Rental, Delivery, Tanker - Bare, each load. EA $200.0000 Extended Description:TANKER (Bare) DELIVERY, RENTAL: DAILY, RENTAL RATES: $ 200.00 per load Number of units available: 28 22 801116 Labor, Posting & Notifying Affected Traffic Disruptions HUR $0.0100 *** THIS LINE IS NOT ACTIVE *** Extended Description:NOTE: THIS LINE IS BEING REPLACED BY LINES 26 (REG.RATE) & LINES 27 (OVERTIME RATE) LABOR: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $95.00 Overtime rate: $142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 304 ARC 40 59680 5 Page 5 Line Commodity Code CL Description UOM Unit Price Markdown %Markup % 23 551215 Hangtag/Doorknob Notices of Affected Traffic Disruptions EA $0.3000 Extended Description:HANG TAG NOTICES: $0.30 Per Hang Tag Notice $300.00 Minimum per job = (1,000 hang tags) 24 55121710 Traffic Control, To furnish, place/ maintain traffic signage, DAY $1,500.0000 Extended Description:Traffic Control, To furnish, place/maintain traffic signage, excluding electronic, of affected areas, (NO LABOR INVOLVED). 25 721417 Rental, Sweeper, Mobile Units.(only if no showCity Sweeprs) HUR $0.0100 *** THIS LINE IS NOT ACTIVE *** Extended Description:NOTE: THIS LINE IS BEING REPLACED BY LINES 28 (REG.RATE), LINES 29 (OVERTIME RATE) & LINES 30 (SUNDAY & HOLIDAY) HOURLY RENTAL RATES: Regular Rate Hourly: $ 200.00 Overtime Rate Hourly: $ 300.00 Sunday/Holiday Rate Hourly: $ 400.00 Minimum rental time: 8 Hours Number of units available: 2 26 801116 Labor, Reg .Rate, Posting & Notify Affected TrafficDisrupt HUR $95.0000 Extended Description:NOTE: THIS LINE IS REPLACEMENT FOR LINES 22 (REG.RATE)LABOR: Labor, Posting and Notifying of Affected Traffic Disruptions Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $95.00 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 27 801116 Labor, Ovrtim e Rate, Posting & Notify Affected Traffic HUR $142.5000 Extended Description:NOTE: THIS LINE IS REPLACEMENT FOR LINES 22 (Overtime Rate) LABOR: Labor, Posting and Notifying of Affected Traffic Disruptions Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 28 721417 Rental, Sweeper, Mobile Unit, Regular rate HUR $200.0000 Extended Description:NOTE: THIS LINE REPLACES LINES 25 (REG.RATE), Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. HOURLY RENTAL RATES: Regular Rate Hourly: $ 200.00 Minimum rental time: 8 Hours Number of units available: 2 305 ARC 40 59680 5 Page 6 Line Commodity Code CL Description UOM Unit Price Markdown %Markup % 29 721417 Rental, Sweeper, Mobile Units, Overtime Rate. HUR $300.0000 Extended Description:NOTE: THIS LINE REPLACES LINES 25 (OVERTIME RATE) Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. HOURLY RENTAL RATES: Overtime Rate Hourly: $ 300.00 Minimum rental time: 8 Hours Number of units available: 2 30 721417 Rental, Sweeper, Mobile Units, Sunday/ Holiday Rate. HUR $400.0000 Extended Description:NOTE: THIS LINE REPLACES LINES 25 (Sunday & HOliday RATE) Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. HOURLY RENTAL RATES: Overtime Rate Hourly: $ 400.00 Minimum rental time: 8 Hours Number of units available: 2 31 30121601 1781 Slurry, Pilot Program GLL $1.9600 Extended Description:Pilot Program: 1781 Slurry 32 30121601 Cold in Place Recycling, CIR, Pilot Program GLL $3.6600 Extended Description:Pilot Program: CIR 33 30121601 Reclaimed Asphalt Pavement RAP, Central Mixed Slurry, Pilot GLL $2.0100 Extended Description:Pilot Program: Reclaimed Asphalt Pavement RAP, Centrally Mixed Slurry 34 30121601 Emulsion, Cold Patch, Modified Emulsion, Pilot Program GLL $3.6500 Extended Description:Pilot Program: Emulsion Cold Patch, Modified Emulsion Authorized By 306 ARC 40 59680 5 Page 7 Annual Requirements Contract Clauses, Terms, and Conditions Line Item Provisions Clauses and Comments on PDF Document Provisions Section intentionally left blank. Supporting Documents CONTRACT COMMENTS 307 INTENTIONALLY LEFT BLANK TO ADD CLAUSES AND COMMENTS. Document ID Document Phase Document Description Page 8 59680 Final Slurry, Premix R.E.A.S.of 11 308 ProcurementAnalyst:MarthaMedinaPhoneNumber:213-928-9536 E-mailaddress:Martha.Medina@lacity.orgFaxNumber:213-928-9511 RequirementsContractfor:**Slurry,Pre-MixR.E.A.S.**AwardNo.59680 PaymentTerms:1.88%net30daysDelivery:1DaysARORFQNo.:EV4672PreviousContract:59180 RenewalOptions:5OptionDate1=--/--/--OptionDate2=--/--/--OptionDate3=--/--/-- OptionsGranted:0OptionDate4=--/--/--OptionDate5=--/--/-- YouareherebynotifiedoftheawardofthiscontractwiththeCityofLosAngelesinaccordancewithRFQNumber EV4672,tofurnishtheCity'sannualrequirementsfortheitemsand/orservicesidentifiedinthisdocument.The entireRFQ(includingAttachmentAandspecifications)oranyitemsthereof,addendums,andgeneralconditions comprisethecontract.TheQuotationdocumentsignedbytheappropriatecontractorandbydulyauthorizedCity officialsisonfileinthePurchasingAgent'soffice. NOTE:SALESTAXWILLBEADDEDATTIMEOFORDER. Thefollowinglisteditem(s)covertheonlyproduct(s)orservice(s)approvedforpurchaseunderthiscontract. ProductsorservicesrequestedbytheCityandnotlistedinthecontractrequireaseparateCityPurchaseOrderin orderforthesuppliertoreceivepayment. SUPPLIERCONTACT: ContactPerson:FrankB.Hoffman,Title:C.F.O. TelephoneNo.:760-603-0961 FaxNo.:760-603-0962 E-MailAddress:frank@pmitechnology.com 24HourContactNo.:760-271-0197 CONTRACTPURCHASEORDERS: ContractPurchaseOrderswillbeissuedduringthecontractperiodformaterialsorservicesasrequired.Supplier shalldelivernogoodsorservicesuntilaCitydepartmentissuesaContractPurchaseOrder. APPROVEDCONTRACTITEMPURCHASES: Thelisteditemscovertheonlyproductsapprovedforpurchaseunderthiscontract. TheCityofLosAngeleswillnotpayanyinvoicecoveringthedeliveryofanymerchandisethatisnotexplicitly authorizedbythiscontract.AnyproductsrequestedbytheCitynotlistedinthecontractrequireaseparateCity PurchaseOrderinorderforthesuppliertoreceivepayment. RENEWALOPTION: TheCityreservestherighttorenewthiscontractfor5additionalone(1)yearperiod(s).Allrenewalsshallbeonan annualbasisandunderthesametermsandconditionsoftheoriginalcontract. ANNUALPRICEADJUSTMENTFORLONGTERMFIXEDPRICECONTRACTS: UnitPricesforeachlineitemshallbefixedforoneyearfromthecontractstartdate.Oncontractanniversariesand renewals,unitpricesmaybeadjustedforthenextyearinaccordancewithmanufacturer'spublishedprice adjustments.AnypriceadjustmentsshallbemutuallyagreeduponbytheCityPurchasingAgentandthesupplier. Priceincreaseswillnotexceedareasonableamount,supportedbywrittendocumentationasindicatedinthe paragraphbelowandasdeterminedbytheCityPurchasingAgent,foranypriceadjustment.Pricereductionsmaybe issuedatanytime. TheCityreservestherighttoterminatecontractwithoutfurtherobligationbyeitherpartyineventpriceincreasesare notacceptable.Escalatingfactorswillnotbeautomaticallygranted.Requestsforpriceincreasesshallbeinwriting andaccompaniedbyeachmanufacturer(s)pricelist(s)withappropriatesupportingdocumentsacceptabletotheCity. Suchdocumentsshallinclude,butnotbelimitedtomanufacturer/distributor/dealerinvoices,insurancebills,utility Document ID Document Phase Document Description Page 9 59680 Final Slurry, Premix R.E.A.S.of 11 309 bills,freightbills,payrollrecords,etc.Therequestshallstatethepercentageincreaseandtherevisedpriceforeach affectedcontractitem. NoincreaseswillbegrantedwithoutpriorapprovaloftheCityPurchasingAgent.ESTIMATEDEXPENDITURES ANDTHRESHOLDADJUSTMENT: Totalexpendituresforthelifeofthiscontract,includingtheinitialtermandallrenewalsorextensions,areestimated tobe$67,788,010.Noguaranteecanbegiventhatthistotalwillbereachedorthatitwillnotbeexceeded.Supplier agreestofurnishmoreorlessinaccordancewithactualcontractrequirements. AUTHORIZEDDISTRIBUTOR/DEALER: Thesupplierindicatesitisanauthorizedfactorydistributor/dealerforthemanufacturerquoted,orhasprovideda formalLetterofCertificationfromthemanufacturer,statingthatthemanufacturerwillhonoranywarrantyclaimsby theCityforequipment,parts,and/ormaterialsprovidedbythesupplier. Themanufacturerwillberesponsibleforanydefaultofthesupplierthatisnotcorrectedbythesupplierinatimely andefficientmanner.Thisresponsibilityincludesreplacingincorrectordefectiveparts,troubleshooting,and correctingproblemsthataretraceabletothemanufacturer. ANNUALPRICEADJUSTMENTFORLONGTERMFIXEDPRICECONTRACTS: UnitPricesforeachlineitemshallbefixedforoneyearfromthecontractstartdate.Oncontractanniversariesand renewals,unitpricesmaybeadjustedforthenextyearinaccordancewithmanufacturer'spublishedprice adjustments.AnypriceadjustmentsshallbemutuallyagreeduponbytheCityPurchasingAgentandthesupplier. Priceincreaseswillnotexceedareasonableamount,supportedbywrittendocumentationasindicatedinthe paragraphbelowandasdeterminedbytheCityPurchasingAgent,foranypriceadjustment.Pricereductionsmaybe issuedatanytime. TheCityreservestherighttoterminatecontractwithoutfurtherobligationbyeitherpartyineventpriceincreasesare notacceptable.Escalatingfactorswillnotbeautomaticallygranted.Requestsforpriceincreasesshallbeinwriting andaccompaniedbyeachmanufacturer(s)pricelist(s)withappropriatesupportingdocumentsacceptabletotheCity. Suchdocumentsshallinclude,butnotbelimitedtomanufacturer/distributor/dealerinvoices,insurancebills,utility bills,freightbills,payrollrecords,etc.Therequestshallstatethepercentageincreaseandtherevisedpriceforeach affectedcontractitem. NoincreaseswillbegrantedwithoutpriorapprovaloftheCityPurchasingAgent. LIQUIDATEDDAMAGESFORLATEDELIVERY: DeliverydelaysbeyondtheContract/PurchaseOrderdeliverydatewillresultinaddedexpensetotheCity.TheCity ofLosAngelesshallbepaiddamagesforsuchdelay.Inasmuchastheamountofdamageisextremelydifficultto ascertain,thesupplieragreestocompensatetheCityintheamountof$100.00percalendardaybeyondthedelivery datespecified.ThisamountshallbefixedasliquidateddamagesthattheCitywillsufferbyreasonofsuchdelay, andnotasapenalty.TheCityshallhavetherighttodeductandretaintheamountofsuchliquidateddamagesfrom anymoniesduethesupplier. Thesuppliershallbeentitledtoareasonableextensionoftimeforunavoidabledelayindeliveryduetocausesnot reasonablyforeseeablebythepartiesatthetimeoftheContract/PurchaseOrderexecution,andthatareentirely beyondthecontrolandwithoutthefaultornegligenceofthesupplier,including,butnotlimitedto,actsofGodor thepublicenemy,warorothernationalemergencymakingdeliverytemporarilyimpossibleorillegal,actsor omissionsofothersuppliers,strikesandlabordisputesnotbroughtonbyanyactoromissionofthesupplier,fire, flood,epidemics,quarantines,orfreightembargoes. INSURANCE: ThesuppliersGeneralLiabilityandWorkersCompensationInsuranceCertificatesarerecordedintheCity AdministrativeOfficer'sRiskManagementTrack4LAdatabase. Document ID Document Phase Document Description Page 10 59680 Final Slurry, Premix R.E.A.S.of 11 310 REPRESENTATIVESAMPLETESTING: Representativesamplesmaybetakenfromeachdeliveryandtestedforcompliancewithspecifications.Testing costswillbepaidbytheCityforsamplesthatcomply.Ifsamplesdonotcomplywithrequirements,theexpenseof testingwillbechargedtothesupplier,anddeliverywillberejected.Thesupplierwillberequiredtopickupthe rejectedmaterialandtomakeanewdeliverywithin5daysofnotificationbytheCity.Notificationwillbemadeby themosteffectivemeanstothesupplier'sdesignatedrepresentative. SALES/USETAXPAIDDIRECTLYTOSTATE: SincethesupplierhasnotindicatedithasapermittocollectCaliforniaStatesalestax,theCitywillpayusetax directlytotheStateofCalifornia.Nosalestaxwillbepaidtothesupplier. REPRESENTATIVESAMPLETESTING: Representativesamplesmaybetakenfromeachdeliveryandtestedforcompliancewithspecifications.Testing costswillbepaidbytheCityforsamplesthatcomply.Ifsamplesdonotcomplywithrequirements,theexpenseof testingwillbechargedtothesupplier,anddeliverywillberejected.Thesupplierwillberequiredtopickupthe rejectedmaterialandtomakeanewdeliverywithin5daysofnotificationbytheCity.Notificationwillbemadeby themosteffectivemeanstothesupplier'sdesignatedrepresentative. SALES/USETAXPAIDDIRECTLYTOSTATE: SincethesupplierhasnotindicatedithasapermittocollectCaliforniaStatesalestax,theCitywillpayusetax directlytotheStateofCalifornia.Nosalestaxwillbepaidtothesupplier. OTHERGOVERNMENTAGENCYPURCHASES: Othergovernmentagenciesmaymakepurchasesusingtheprices,termsandconditionsofthiscontract. Document ID Document Phase Document Description Page 11 59680 Final Slurry, Premix R.E.A.S.of 11 311 City Council Agenda Item Report Agenda Item No. COV-63-2018 Submitted by: Eva Muro Submitting Department: City Attorney Meeting Date: April 17, 2018 SUBJECT CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation. Potential retaliation claim by City employee Government Code Section 54956.9(e)(2) Number of potential cases: 1 Recommendation: Backgroud: Fiscal Impact: ATTACHMENTS  312