20220215 City Council Agenda PacketAgenda
City of Vernon
Regular City Council Meeting
Tuesday, February 15, 2022, 9:00 AM
Remote Location Via Zoom
Melissa Ybarra, Mayor
William Davis, Mayor Pro Tem
Leticia Lopez, Council Member
Crystal Larios, Council Member
Judith Merlo, Council Member
SPECIAL REMOTE PROTOCOLS
Assembly Bill 361 (AB 361) authorizes public meetings to take place via teleconference
because State and Local officials are recommending measures to promote social distancing.
This meeting will be conducted entirely by remote participation via Zoom Webinar.
The public is encouraged to view the meeting at https://www.cityofvernon.org/webinar-cc or by
calling (408) 638-0968, Meeting ID 892-7368-6211#. You may address the Council via Zoom
or submit comments to PublicComment@ci.vernon.ca.us with the meeting date and item
number in the subject line.
CALL TO ORDER
FLAG SALUTE
ROLL CALL
APPROVAL OF THE AGENDA
PUBLIC COMMENT
At this time the public is encouraged to address the City Council on any matter that is within
the subject matter jurisdiction of the City Council. The public will also be given a chance to
comment on matters which are on the posted agenda during City Council deliberation on
those specific matters.
PRESENTATIONS
1. Human Resources
Employee Service Pin Awards for January 2022
Recommendation:
No action required by the City Council. This is a presentation only.
2. Finance/Treasury
Presentation on Pension Obligation Bonds - Workshop II
Recommendation:
No action required by City Council. This is a presentation only.
Regular City Council Meeting Tuesday, February 15, 2022
3. City Administration
City Administrator Report:
• New Business Welcome
• Vernon Business in the News
• Joint Tax Sharing Agreement
• Malburg Generating Station (MGS) Transition
• Community Outreach
• Visit with Los Angeles County Supervisor Janice Hahn
Recommendation:
No action is required by City Council. This is a presentation only.
CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion. Items may be
removed from the Consent Calendar for individual consideration. Removed items will be
considered immediately following the Consent Calendar.
4. City Clerk
Approval of Minutes
Recommendation:
Approve the February 1, 2022 Regular City Council meeting minutes.
1. 20220201 City Council Minutes
5. City Clerk
Conduct of Meetings via Teleconference Pursuant to Assembly Bill 361
Recommendation:
Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City
Council and all other City legislative body meetings via teleconference, in
accordance with Assembly Bill 361 (AB 361), due to continued public health and
safety concerns caused by COVID-19.
1. Resolution No. 2021-36
6. City Clerk
Regulations of Sidewalk Vending
Recommendation:
Waive full reading, conduct second reading and adopt Ordinance No. 1276 adding
Chapter 12.10 - Sidewalk Vending to Title 12 - Streets, Sidewalks and Public Places
of the Municipal Code.
1. Ordinance No. 1276
2. Introduction Summary Proof of Publication
7. City Clerk
Claims Against the City
Recommendation:
Receive and file the claim submitted by the Law Offices of Mabel N. Orue on behalf
of Maria Isabel Rodriguez Navarro in an undetermined amount.
1. 20220203 Law Office of Mabel N. Orue - Maria Isabel Rodriguez Navarro
Regular City Council Meeting Tuesday, February 15, 2022
8. Finance/Treasury
City Payroll Warrant Register
Recommendation:
Approve City Payroll Warrant Register No. 788, for the period of January 1 through
January 31, 2022, totaling $2,509,060.57 and consisting of ratification of direct
deposits, checks and taxes totaling $1,621,614.09 and ratifica tion of checks and
electronic fund transfers (EFT) for payroll related disbursements totaling
$887,446.48 paid through operating bank account.
1. City Payroll Warrant Register No. 788
9. Finance/Treasury
Operating Account Warrant Register
Recommendation:
Approve Operating Account Warrant Register No. 81, for the period of January 16
through January 29, 2022, totaling $10,430,957.65 and consisting of ratification of
electronic payments totaling $10,136,246.26, ratification of the issuance of early
checks totaling $294,711.39 and voided Check No. 608639 totaling $3,549.22.
1. Operating Account Warrant Register No. 81
10. Fire Department
Fire Department Activity Report
Recommendation:
Receive and file the December 2021 Fire Department Activity Report.
1. Fire Department Activity Report - December 2021
11. Police Department
Police Department Activity Report
Recommendation:
Receive and file the December 2021 Police Department Activity Report.
1. Police Department Activity Report - December 2021
12. Public Utilities
Acceptance of Work and Notice of Completion for Contract No. LP -0586 – 50th
Street Water Main Replacement
Recommendation:
A. Accept the Work by Cedro Construction, Inc. with regard to the 50th Street
Water Main Replacement, Contract No. LP-0586; and
B. Authorize the General Manager of Public Utilities to submit the Notice of
Completion for the 50th Street Water Main Replacement for recordation to the
Los Angeles County Registrar-Recorder/County Clerk (County Clerk).
1. Notice of Completion - Contract LP-0586: 50th Street Water Main Replacement
13. Police Department
Purchase Order with D&R Office Works, Inc.
Recommendation:
Approve the issuance of a Purchase Order with D&R Office Works, Inc. for the
purchase, delivery and installation of office furniture for the Vernon Police
Department Detective Bureau and Sergeant’s Office, in an amount not to exceed
$57,260.49.
1. D&R Office Works, Inc. Proposal
Regular City Council Meeting Tuesday, February 15, 2022
14. Public Works
Award of City Contract No. CS-1204 Pacific Boulevard, Santa Fe and Vernon
Avenue Street Improvements
Recommendation:
A. Find that the proposed action is categorically exempt under the California
Environmentally Quality Act (CEQA) in accordance with CEQA Guidelines
Section 15301 (Existing Facilities), part (c) (existing highways, streets and
sidewalks), because the project consists of repairs to existing streets and
involves no expansion of existing use;
B. Accept the bid proposal from All American Asphalt as the lowest responsive
and responsible bidder for the Pacific Blvd., Santa Fe & Vernon Ave. Street
Improvements project and reject all other bids;
C. Approve and authorize the City Administrator to execute Contract No. CS-1204
in the amount of $878,606 for the Pacific Blvd., Santa Fe & Vernon Ave. Street
Improvements project, for a period not to exceed 45 calendar days; and
D. Authorize a contingency of $85,000 in the event of an unexpected changed
condition in the project and grant authority to the City Administrator to issue a
change order(s) for an amount up to the contingency amount if necessary.
1. Contract No. CS-1204 Pacific, Santa Fe & Vernon Street Improvements
15. Public Utilities
Amendment No. 1 to the License and Software Services Agreement with Power
Settlements Consulting and Software, LLC
Recommendation:
Approve and authorize the City Administrator to execute Amendment No. 1 to the
License and Software Services Agreement with Power Settlements Consulting and
Software, LLC (Power Settlements), in substantially the same form as submitted, to
amend the agreement to remove the automatic renewal language, and extend the
agreement by an additional three-year period, effective February 1, 2022, for an
additional $262,542, for a grand total not-to-exceed amount of $589,360.
1. Amendment No. 1 - Power Settlements Consulting and Software LLC Final
16. Public Utilities
Amendment No. 2 to Services Agreement with S&S Labor Force Inc., dba JRM for
Unarmed Security Guard Services
Recommendation:
Approve and authorize the City Administrator to execute Amendment No. 2 to the
Services Agreement with S&S Labor Force Inc., dba JRM, in substantially the same
form as submitted, for continued unarmed security guard services for a not -to-
exceed amount of $992,000.
1. Amendment No. 2 - SS Labor Force Inc dba JRM
Regular City Council Meeting Tuesday, February 15, 2022
NEW BUSINESS
17. Finance/Treasury
Appointment of Stifel, Nicolaus & Company, Inc. for Underwriting Services
Recommendation:
A. Approve issuance of Pension Obligation Bonds (POBs); and
B. Appoint Stifel, Nicolaus & Company, Inc. (Stifel) to serve as underwriters on
the proposed POBs for a cost not-to-exceed $296,000 to be paid from bond
proceeds upon transaction completion and authorize the City Administrator to
execute the related Engagement Letter with Stifel.
1. Investment Banking and Underwriting Services RFP
2. Investment Banking and Underwriting Services RFP - Stifel Response (10-25-21)
3. Stifel Engagement Letter - City of Vernon Pension Financing
18. Public Utilities
Daggett Solar Power 2 Project Power Sales Agreement
Recommendation:
A. Find that approval of the proposed action is exempt from California
Environmental Quality Act (CEQA) review, because it is an administrative and
fiscal activity that will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a “project” as defined by CEQA
Guidelines section 15378; with regard to the underlying project and pursuant to
the Power Purchase Agreement between SCPPA and Daggett Solar Power 2
LLC, the lead agencies have obtained all CEQA determinations required for the
construction, operation, and maintenance of the facility, or such determinations
are reasonably expected to be timely obtained; and
B. Approve and authorize the City Administrator to execute a Power Sales
Agreement (PSA) with Southern California Public Power Authority (SCPPA), in
substantially the same form as submitted, for the purpose of purchasing 60
megawatts of solar power and 30 megawatts of battery storage with associated
green attributes through the Daggett Solar Power 2 Project for a projected
annual amount of $7,100,000 over a 20-year term.
1. SCPPA Power Sales Agreement
ORAL REPORTS
City Administrator Reports on Activities and Other Announcements.
City Council Reports on Activities (including AB1234), Announcements, or Directives to Staff.
CLOSED SESSION
19. CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency Designated Representative: Carlos Fandino, City Administrator
Employee Organizations:
Teamsters Local 911,
International Brotherhood of Electrical Workers Local 47,
Vernon Police Management Association,
Vernon Police Officers Benefit Association, and
Employees designated as Management, Confidential and Executive
Regular City Council Meeting Tuesday, February 15, 2022
20. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION
Significant exposure to litigation
Government Code Section 54956.9(d)(2)
Number of potential cases: 1
CLOSED SESSION REPORT
ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California, that the
foregoing agenda was posted in accordance with applicable legal requirements. Regul ar and
Adjourned Regular meeting agendas may be amended up to 72 hours prior to the meeting.
Dated this 10th day of February, 2022.
By: __________________________________
Sandra Dolson, Administrative Secretary
Guide to City Council Proceedings
Meetings of the City Council are held the first and third Tuesday of each month at 9:00 a.m.
and are conducted in accordance with Rosenberg's Rules of Order (Vernon Municipal Code
Section 2.1-1).
Copies of all agenda items and back-up materials are available for review in the City Clerk
Department, Vernon City Hall, 4305 Santa Fe Avenue, Vernon, California, and are available
for public inspection during regular business hours, Monday through Thursday, 7:00 a.m. to
5:30 p.m. Agenda reports may be reviewed on the City's website at www.cityofvernon.org or
copies may be purchased for $0.10 per page.
Disability-related services are available to enable persons with a disability to participate in
this meeting, consistent with the Americans with Disabilities Act (ADA). In compliance with
ADA, if you need special assistance, please contact the City Clerk department at
CityClerk@ci.vernon.ca.us or (323) 583-8811 at least 48 hours prior to the meeting to assure
arrangements can be made.
The Public Comment portion of the agenda is for members of the public to present items,
which are not listed on the agenda but are within the subject matter jurisdiction of the City
Council. The City Council cannot take action on any item that is not on the agenda but matters
raised under Public Comment may be referred to staff or scheduled on a future agenda.
Comments are limited to three minutes per speaker unless a different time limit is announced.
Speaker slips are available at the entrance to the Council Chamber.
Public Hearings are legally noticed hearings. For hearings involving zoning matters, the
applicant and appellant will be given 15 minute s to present their position to the City Council.
Time may be set aside for rebuttal. All other testimony shall follow the rules as set for under
Public Comment. If you challenge any City action in court, you may be limited to raising only
those issues you or someone else raised during the public hearing, or in written
correspondence delivered to the City Clerk at or prior to the public hearing.
Regular City Council Meeting Tuesday, February 15, 2022
Consent Calendar items may be approved by a single motion. If a Council Member or the
public wishes to discuss an item, it may be removed from the calendar for individual
consideration. Council Members may indicate a negative or abstaining vote on any individual
item by so declaring prior to the vote on the motion to adopt the Consent Calendar. Items
excluded from the Consent Calendar will be taken up following action on the Consent
Calendar. Public speakers shall follow the guidelines as set forth under Public Comment.
New Business items are matters appearing before the Council for the first time for formal
action. Those wishing to address the Council on New Business items shall follow the
guidelines for Public Comment.
Closed Session allows the Council to discuss specific matters pursuant to the Brown Act,
Government Code Section 54956.9. Based on the advice of the City Attorney, discussion of
these matters in open session would prejudice the position of the City. Following Closed
Session, the City Attorney will provide an oral report on any reportable matters discussed and
actions taken. At the conclusion of Closed Session, the Council may continue any item listed
on the Closed Session agenda to the Open Session agenda for discussion or to take formal
action as it deems appropriate.
Regular City Council Meeting Tuesday, February 15, 2022
City Council Agenda Item Report
Submitted by: Denise Palomares
Submitting Department: Human Resources
Meeting Date: February 15, 2022
SUBJECT
Employee Service Pin Awards for January 2022
Recommendation:
No action required by the City Council. This is a presentation only.
Background:
The following employees are eligible to receive their service pin based on the number of
service years with the City of Vernon:
5 YEARS OF SERVICE
Sylvie De La Riva Gonzalez, Power Resources Settlement Analyst, Hired January 2017
20 YEARS OF SERVICE
Norma Rodriguez, Police Dispatcher, Hired January 2002
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
None.
City Council Agenda Item Report
Submitted by: Angela Melgar
Submitting Department: Finance/Treasury
Meeting Date: February 15, 2022
SUBJECT
Presentation on Pension Obligation Bonds - Workshop II
Recommendation:
No action required by City Council. This is a presentation only.
Background:
Pension costs have historically been one of the largest sources of expenditures for local
government. In an effort to address these pension related costs, staff is actively engaged in
identifying options that best serve the City’s needs and obligations long-term. As such, on
June 22, 2021, the City of Vernon entered into a licensing agreement with GovInvest (a
pension, Other Post-Employment Benefits (OPEB), and labor Software-as-a-Service solution
and consulting firm) for use of their proprietary Pension Obligation Bond Module and related
services included in the software agreement to: 1) Analyze the benefits and risks associated
with issuing bonds to refinance pension and OPEB debt; and, 2) Help develop alternative
funding approaches for current and future pension and OPEB debt and analyze the benefits
and risks associated with each of the approaches.
On September 21, 2021, GovInvest presented its findings to Council, focusing on the potential
savings, risks, and benefits of issuing Pension Obligation Bonds. On February 1, 2022,
GovInvest presented an updated presentation to Council, highlighting factors in CalPERS' rate
of return for fiscal year 2020-21 of 21.3%, which caused an automatic lowering of the discount
rate from 7.0% to 6.8%, due to CalPERS' Funding Risk Mitigation Policy, and its impacts to
the City's Unfunded Actuarial Liability (UAL). Workhop II, on February 15, 2022, provides an
opportunity for Q&A and discussion prior to the appointment of an Underwriter for the Pension
Obligation Bond project by City Council.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
None.
City Council Agenda Item Report
Submitted by: Lilia Hernandez
Submitting Department: City Administration
Meeting Date: February 15, 2022
SUBJECT
City Administrator Report:
New Business Welcome
Vernon Business in the News
Joint Tax Sharing Agreement
Malburg Generating Station (MGS) Transition
Community Outreach
Visit with Los Angeles County Supervisor Janice Hahn
Recommendation:
No action is required by City Council. This is a presentation only.
Background:
The City Administrator Report is a presentation highlighting City projects, responses to
Council inquiries, and events and activities of interest to the community. The report will be
available at the time of the meeting.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
None.
City Council Agenda Item Report
Submitted by: Sandra Dolson
Submitting Department: City Clerk
Meeting Date: February 15, 2022
SUBJECT
Approval of Minutes
Recommendation:
Approve the February 1, 2022 Regular City Council meeting minutes.
Background:
Staff has prepared and hereby submits the minutes for approval.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. 20220201 City Council Minutes
MINUTES
VERNON CITY COUNCIL
REGULAR MEETING
TUESDAY, FEBRUARY 1, 2022
REMOTE LOCATION VIA ZOOM
CALL TO ORDER
Mayor Ybarra called the meeting to order at 9:02 a.m.
FLAG SALUTE
Mayor Ybarra led the Flag Salute.
ROLL CALL
PRESENT:
Melissa Ybarra, Mayor (via remote access)
William Davis, Mayor Pro Tem (via remote access)
Leticia Lopez, Council Member (via remote access)
Crystal Larios, Council Member (via remote access)
Judith Merlo, Council Member (via remote access)
STAFF PRESENT:
Carlos Fandino, City Administrator (via remote access)
Zaynah Moussa, Interim City Attorney (via remote access)
Lisa Pope, City Clerk (via remote access)
Scott Williams, Finance Director (via remote access)
Abraham Alemu, Public Utilities General Manager (via remote access)
Michael Earl, Human Resources Director (via remote access)
Fredrick Agyin, Health and Environmental Control Director (via remote access)
Robert Sousa, Police Chief (via remote access)
Dan Wall, Public Works Director (via remote access)
APPROVAL OF THE AGENDA
MOTION
Council Member Lopez moved and Mayor Pro Tem Davis seconded a motion to
approve the agenda. The question was called and the motion carried unanimously.
PUBLIC COMMENT
None.
Regular City Council Meeting Minutes Page 2 of 7
February 1, 2022
PRESENTATIONS
1.Presentation on Pension Obligation Bonds -Workshop I
Recommendation:No action required by City Council. This is a presentation only.
Finance Director Williams and Ira Summer, GovInvest, presented a PowerPoint on
Pension Obligation Bonds.
2.City Administrator Report
Recommendation: Receive presentation on:
New Business Welcome
Vernon Business in the News
Joint Tax Sharing Agreement
Malburg Generating Station (MGS) Transition
Community Outreach
City Administrator Fandino deferred the presentation.
CONSENT CALENDAR
Mayor Ybarra pulled Item No. 9.
MOTION
Council Member Larios moved and Council Member Merlo seconded a motion to
approve the Consent Calendar with the exception of Item No. 9. The question was
called and the motion carried unanimously.
The Consent Calendar consisted of the following items:
3.Approval of Minutes
Recommendation:Approve the January 18, 2022 Regular City Council meeting
minutes.
4.Operating Account Warrant Register
Recommendation:Approve Operating Account Warrant Register No. 80, for the
period of January 2 through January 15, 2022, totaling $1,981,387.54 and
consisting of ratification of electronic payments totaling $1,764,276.23 and
ratification of the issuance of early checks totaling $217,111.31.
5.Redevelopment Agency Obligation Retirement Account Warrant Register
Recommendation:Approve Redevelopment Agency Obligation Retirement
Account Warrant Register No. 63, for the period of November 21 through January
15, 2022 and consisting of ratification of electronic payments totaling $7,000.00.
6.Recodification of City of Vernon Municipal Code
Recommendation:Waive full reading, conduct second reading and adopt
Ordinance No. 1277 adopting the 2021 Recodified and Republished Vernon
Municipal Code.
Regular City Council Meeting Minutes Page 3 of 7
February 1, 2022
7.Mandatory Organic Waste Disposal Reduction Ordinance
Recommendation: Waive full reading, conduct second reading and adopt
Ordinance No. 1278 adding Chapter 8.14 to the Vernon Municipal Code to regulate
mandatory organic waste disposal reduction.
8.Public Works Department Monthly Report
Recommendation: Receive and file the December 2021 Building Report.
10.Agreement Accepting the Assignment of the Non-Exclusive Franchise
Agreement for Commercial Solid Waste Collection
Recommendation: Approve and authorize the agreement accepting the
assignment of the non-exclusive franchise agreement for commercial solid waste
collection of CalMet, Inc. / Metropolitan Waste Disposal, between the City of
Vernon, CalMet, Inc. / Metropolitan Waste Disposal, and Arakelian Enterprises,
Inc. DBA Athens Services.
11.Supplemental to Purchase Contract LP-0663 with Cintas Rental Service
Recommendation: Approve and authorize a Supplemental to Purchase Contract
LP-0663 with Cintas Uniform Rental Service, for uniform rental and laundering
services, increasing the contract value by an additional $20,000, for a grand total
not-to-exceed amount of $100,000.
12.Amendment No. 2 to the Services Agreement with Metropolitan Los
Angeles/Southeast Rio Vista Family YMCA (YMCA)
Recommendation: Approve and authorize the City Administrator to execute
Amendment No. 2 to the Services Agreement with the YMCA for community based
wellness programming, in substantially the same form as submitted, to extend the
term for one additional year, effective February 4, 2022 through February 3, 2023,
with all other terms remaining the same.
13.Replacement of Vernon Public Utilities Vehicles
Recommendation: Approve and authorize the issuance of a purchase order to
National Auto Fleet Group for one (1) 2022 Ford F-150 Lightning Pro and one (1)
2022 Ford F-150 XLT through the Sourcewell Master Vehicle Contract (091521-
NAF) for a total cost of $123,594.52.
14.Contracts with Central Square Software Systems
Recommendation: A. Approve and authorize the City Administrator to execute a
new IQ Subscription and User End Agreement with Central Square Software
Systems (Central Square) in an amount not-to-exceed $14,816.75 for a term of
three years; B. Approve and authorize the City Administrator to execute a new
Software Support Agreement with Central Square in an amount not-to-exceed
$225,283.17 for a term of three years; C. Approve and authorize the City
Administrator to execute the Change Order to IT-0129 and Completion Report for
work and training completed by Central Square; and D. Approve $36,155 in
additional funds for future contracts with Central Square, and authorize the City
Administrator to execute additional contracts with Central Square, with
substantially the same or similar terms as other agreements submitted herewith
for approval, for the provision of additional Software Support Services as may be
necessary for the Vernon Police Department (VPD).
Regular City Council Meeting Minutes Page 4 of 7
February 1, 2022
The following item was pulled from the Consent Calendar for individual consideration:
9.Amendment No. 2 to the Services Agreement with The Arroyo Group
Recommendation: A. Find that the proposed action is exempt under the California
Environmental Quality Act (CEQA) review, because it is a continuing fiscal and
administrative activity that will not result in any direct or indirect physical changes
in the environment, and therefore does not constitute a “project” as defined by
CEQA Guidelines section 15378. One of the outcomes of the proposed action is
to develop a Program Environmental Impact Report (PEIR) for potential project(s),
and any required environmental impact analysis will be conducted at the
appropriate project phase; and B. Approve and authorize the City Administrator to
execute Amendment No. 2 to the Services Agreement between the City of Vernon
and The Arroyo Group, in substantially the same form as submitted, for the
preparation of the Mixed-Use Specific Plan and Program EIR and the preparation
of the General Plan and Housing Element Updates for a not-to-exceed amount of
$93,000.
In response to Mayor Ybarra, Public Works Director Wall explained that the
additional scope was not initially anticipated.
MOTION
Council Member Lopez moved and Mayor Pro Tem Davis seconded a motion to:
A. Find that the proposed action is exempt under the California Environmental
Quality Act (CEQA) review, because it is a continuing fiscal and administrative
activity that will not result in any direct or indirect physical changes in the
environment, and therefore does not constitute a “project” as defined by CEQA
Guidelines section 15378. One of the outcomes of the proposed action is to
develop a Program Environmental Impact Report (PEIR) for potential project(s),
and any required environmental impact analysis will be conducted at the
appropriate project phase; and B. Approve and authorize the City Administrator to
execute Amendment No. 2 to the Services Agreement between the City of Vernon
and The Arroyo Group, in substantially the same form as submitted, for the
preparation of the Mixed-Use Specific Plan and Program EIR and the preparation
of the General Plan and Housing Element Updates for a not-to-exceed amount of
$93,000. The question was called and the motion carried unanimously.
NEW BUSINESS
15.Regulations of Sidewalk Vending
Recommendation: A. Find that the proposed action is exempt from the California
Environmental Quality Act (CEQA), in accordance with CEQA Guidelines Section
15061(b)(3), because there is no possibility that regulation of sidewalk vending will
have a significant effect on the environment; B. Waive full reading and introduce
and conduct first reading of Ordinance No. 1276 adding Chapter 12.10 - Sidewalk
Vending to Title 12 - Streets, Sidewalks and Public Places of the Municipal Code;
and C. Direct staff to schedule second reading and adoption for the February 15,
2022 City Council meeting.
Regular City Council Meeting Minutes Page 5 of 7
February 1, 2022
Public Works Director Wall presented the staff report.
MOTION
Council Member Lopez moved and Mayor Pro Tem Davis seconded a motion to:
A. Find that the proposed action is exempt from the California Environmental
Quality Act (CEQA), in accordance with CEQA Guidelines Section 15061(b)(3),
because there is no possibility that regulation of sidewalk vending will have a
significant effect on the environment; B. Waive full reading and introduce and
conduct first reading of Ordinance No. 1276 adding Chapter 12.10 - Sidewalk
Vending to Title 12 - Streets, Sidewalks and Public Places of the Municipal Code;
and C. Direct staff to schedule second reading and adoption for the February 15,
2022 City Council meeting. The question was called and the motion carried
unanimously.
16.Amendment to Classification and Compensation Plan
Recommendation: A. Approve revised job description for Police Officer Recruit;
and B. Adopt Resolution No. 2022-02 amending Exhibit A of the Classification and
Compensation Plan, adopted by Resolution No. 2021-16, as amended by
Resolution Nos. 2021-27, 2021-37, 2021-42 and 2021-44 approving revised salary
range and position designation for the above referenced classification.
Human Resources Director Earl presented the staff report.
MOTION
Council Member Larios moved and Council Member Merlo seconded a motion to:
A. Approve revised job description for Police Officer Recruit; and B. Adopt
Resolution No. 2022-02 amending Exhibit A of the Classification and
Compensation Plan, adopted by Resolution No. 2021-16, as amended by
Resolution Nos. 2021-27, 2021-37, 2021-42 and 2021-44 approving revised salary
range and position designation for the above referenced classification. The
question was called and the motion carried unanimously.
17.At-Will Employment Agreement for Deputy City Administrator
Recommendation: Approve and authorize the City Administrator to execute an At-
Will Employment Agreement for the Appointment of Angela P. Kimmey to Deputy
City Administrator, in substantially the same form as submitted, with an effective
date of January 31, 2022.
Human Resources Director Earl presented the staff report.
MOTION
Mayor Pro Tem Davis moved and Council Member Larios seconded a motion to
approve and authorize the City Administrator to execute an At-Will Employment
Agreement for the Appointment of Angela P. Kimmey to Deputy City Administrator,
in substantially the same form as submitted, with an effective date of January 31,
2022. The question was called and the motion carried unanimously.
Regular City Council Meeting Minutes Page 6 of 7
February 1, 2022
ORAL REPORTS
City Administrator Reports on Activities and other Announcements.
City Administrator Fandino announced the virtual MGS Town Hall meeting on
February 9, 2022, 11:30 a.m. and that he would be attending the League of
California Cities City Manager’s Conference.
City Council Reports on Activities (including AB1234), Announcements, or
Directives to Staff.
Council Member Larios reported that she attended the virtual League of California
Cities New Mayors and Council Members Academy at a cost of $250 from the City
Council budget.
RECESS
Mayor Ybarra recessed the meeting at 10:11 a.m. The meeting reconvened at
10:19 a.m. and Mayor Ybarra recessed to Closed Session.
CLOSED SESSION
18.PUBLIC EMPLOYEE EVALUATION
Government Code Section 54957
Position: Interim City Attorney
19.PUBLIC EMPLOYMENT
Government Code Section 54957(b)(1)
Title: City Attorney / Interim City Attorney
RECONVENE
At 11:23 a.m., Mayor Ybarra adjourned Closed Session and reconvened the
regular meeting.
CLOSED SESSION REPORT
Interim City Attorney Moussa reported that the Council met in Closed Session,
discussed the items on the agenda, and directed staff to engage an executive
search firm for appointment of an in-house City Attorney.
Regular City Council Meeting Minutes Page 7 of 7
February 1, 2022
ADJOURNMENT
Mayor Ybarra adjourned the meeting at 11:23 a.m.
______________________________
MELISSA YBARRA, Mayor
ATTEST:
_____________________________________
LISA POPE, City Clerk
(seal)
City Council Agenda Item Report
Submitted by: Lisa Pope
Submitting Department: City Clerk
Meeting Date: February 15, 2022
SUBJECT
Conduct of Meetings via Teleconference Pursuant to Assembly Bill 361
Recommendation:
Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council
and all other City legislative body meetings via teleconference, in accordance with Assembly
Bill 361 (AB 361), due to continued public health and safety concerns caused by COVID-19.
Background:
Assembly Bill 361 (AB 361) authorizes local agencies to use teleconferencing without
complying with the teleconferencing requirements imposed by the Ralph M. Brown Act during
a declared state of emergency. At a special meeting on October 21, 2021, the City Council
adopted Resolution No. 2021-36 authorizing continued conduct of City Council and all other
City legislative body meetings via teleconference, in accordance with AB 361, due to
continued public health and safety concerns caused by COVID-19.
Pursuant to AB 361, it is necessary for the City Council to declare every 30 days that the City’s
legislative bodies must continue to meet remotely to ensure the continued health and safety of
the public. The City Council previously ratified the findings of Resolution No. 2021-36 on
December 7, 2021, December 22, 2021 and January 18, 2022.
If the City Council determines the need to conduct meetings remotely still exists, the City
Council should ratify the findings in Resolution No. 2021-36.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Resolution No. 2021-36
RESOLUTION NO. 2021-36
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
AUTHORIZING CONTINUED CONDUCT OF CITY COUNCIL AND ALL
OTHER CITY LEGISLATIVE BODY MEETINGS VIA TELECONFERENCE,
IN ACCORDANCE WITH ASSEMBLY BILL 361 (AB 361), DUE TO
CONTINUED PUBLIC HEALTH AND SAFETY CONCERNS CAUSED BY
COVID-19
SECTION 1. Recitals.
A. On March 4, 2020, Governor Newsom declared a State of Emergency to make
additional resources available, formalize emergency actions already underway across
multiple state agencies and departments, and help the State prepare for a broader spread
of COVID-19.
B. On March 17, 2020, the City Council adopted Resolution No. 2020-06 ratifying
Emergency Proclamation 2020-01, a proclamation of local emergency due to the serious
and imminent threat of the Novel Coronavirus (COVID-19).
C. Also, on March 17, 2020, Governor Newsom issued Executive Order N-29-20,
which suspended certain provisions of the Ralph M. Brown Act to allow local legislative
bodies to conduct meetings telephonically or by other means. Additionally, the State
implemented a shelter-in-place order, requiring all non-essential personnel to work from
home.
D. The City Council, Commissions and Committees have utilized remote and hybrid
meetings during the state of emergency, ensuring the member's and public's continued
access to meetings while ensuring public safety.
E. On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which
extended the ability of agencies to hold remote meetings through September 30, 2021,
after which agencies anticipated transitioning back to public meetings held in full
compliance with the Brown Act.
F. Since issuing Executive Order N-08-21, the Delta variant emerged, causing a spike
in COVID-19 cases throughout the state.
G. It is difficult to maintain social distancing requirements for the public, staff, Council
Members, Committee Members and Commissioners in their respective meeting locations,
therefore, the City of Vernon legislative bodies have utilized a hybrid model of meetings,
with some members and the public participating remotely.
H. The Proclamation of a State of Emergency issued by Governor Newsom on March
4, 2020 continues to be in effect.
Resolution No. 2021-36
Page2of3
I. On September 16, 2021, Governor Newson signed AB 361, allowing local
legislative bodies to continue to meet remotely after the September 30, 2021 expiration
of the Governor’s executive orders.
J. Pursuant to AB 361, it is necessary for the City Council to declare every 30 days
that the City’s legislative bodies must continue to meet remotely to ensure the health and
safety of the public.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF VERNON AS FOLLOWS:
SECTION 2. The City Council of the City of Vernon hereby finds and determines
that the above recitals are true and correct.
SECTION 3. The City Council of the City of Vernon hereby approves the
continuation of conducting the City Council and all other City Legislative Body meetings
remotely due to continued public health and safety concerns caused by COVID-19.
SECTION 4. In compliance with AB 361, and to continue to teleconference
without the usual teleconference requirements of the Brown Act, the City Council makes
the following findings:
a. The City Council has reconsidered the circumstances of the state of
emergency; and
b. The state of local emergency continues to directly impact the ability of the City
Council and all other City Legislative Body meetings, as well as staff and
members of the public, from meeting safely in person; and
c. Health orders require all individuals in public spaces to maintain social
distancing and to wear masks when inside public spaces; however, the City
cannot maintain social distancing requirements for the Council Members,
Commissioners, Committee Members, staff and public in meeting spaces.
SECTION 5. City Council and all other City Legislative Body meetings will continue
to be conducted in a hybrid manner including remote and in person participation for the
next 30 days in compliance with AB 361, to better ensure the health and safety of the
public.
SECTION 6. The City Council will reconsider the above findings and the need to
conduct meetings remotely within 30 days of the adoption of this resolution.
SECTION 7. If the City Council determines the need to conduct meetings
remotely still exists at each 30-day interval, the City Council will make such findings by
minute order.
Resolution No. 2021-36
Page3of3
SECTION 8. The City Clerk shall certify the passage and adoption of this
resolution and enter it into the book of original resolutions.
APPROVED AND ADOPTED this 21st day of October, 2021.
MELISSAYBARRA, Mayor
ATTEST:
LISA POPE, City Clerk
seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA, Interim City Attorney
I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2021-36 was passed and
adopted by the City Council of the City of Vernon at the Regular meeting on October 21,
2021 by the following vote:
AYES: 4 Council Members: Lopez, Merlo, Davis, Ybarra
NOES: 0
ABSENT: 1 Council Member: Larios
ABSTAIN: 0
LISA POPE, City Clerk
seal)
City Council Agenda Item Report
Submitted by: Lisa Pope
Submitting Department: City Clerk
Meeting Date: February 15, 2022
SUBJECT
Regulations of Sidewalk Vending
Recommendation:
Waive full reading, conduct second reading and adopt Ordinance No. 1276 adding Chapter
12.10 - Sidewalk Vending to Title 12 - Streets, Sidewalks and Public Places of the Municipal
Code.
Background:
At the February 1, 2022 Regular City Council Meeting, the Council introduced and conducted
first reading of Ordinance No. 1276, which adds Chapter 12.10 - Sidewalk Vending to Title 12
- Streets, Sidewalks and Public Places to the Municipal Code.
The ordinance summary was posted on the City's website on February 2, 2022, and will be
published pursuant to legal requirements.
Staff requests the Council waive full reading of the ordinance, and conduct second reading
and adopt Ordinance No. 1276.
Fiscal Impact:
The ordinance summary will be published pursuant to legal requirements. Adequate funds are
available in the City Clerk Department Publication/Advertisement Account No. 011-1003-
550000.
Attachments:
1. Ordinance No. 1276
2. Introduction Summary Proof of Publication
ORDINANCE NO. 1276
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON,
CALIFORNIA, ADDING CHAPTER 12.10 – SIDEWALK VENDING TO
TITLE 12 – STREETS, SIDEWALKS AND PUBLIC PLACES OF THE
VERNON MUNICIPAL CODE
SECTION 1. Recitals.
A.On September 17, 2018, Senate Bill No. 946 (SB 946) was signed into law, adding
Sections 51036-51039 to the California Government Code.
B.SB 946 decriminalizes sidewalk vending and limits local regulations to those
expressly provided for in the bill or are otherwise “directly related to objective
health, safety, or welfare concerns”.
C.SB 946 only applies to sidewalk vending in public rights-of-way, and private rights-
of-way are still subject to private and local control.
D.The Vernon Municipal Code does not currently address or regulate sidewalk
vending operations.
E.The City desires to adopt a sidewalk vending ordinance setting forth operational
requirements for sidewalk vending within the City to ensure compliance with state
law and to protect the health, safety, and welfare of the public.
THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:
SECTION 2. The City Council of the City of Vernon hereby finds and determines
that the above recitals are true and correct and are a substantial part of this Ordinance.
SECTION 3. The City Council hereby finds that adoption of this Ordinance is
exempt from the California Environmental Quality Act (CEQA), in accordance with CEQA
Guidelines Section 15061(b)(3), because there is no possibility that regulation of sidewalk
vending will have a significant effect on the environment.
SECTION 4. The City Council hereby finds that this Ordinance is adopted
consistent with the authority under SB 946 to regulate the time, place and manner of
sidewalk vending operations in the City’s jurisdiction, in the interest of promoting public
health, safety and welfare.
SECTION 5. The City Council further finds that such restrictions on street vending
are necessary to:
1.Prevent interference with public safety personnel in the performance of their
duties.
Ordinance No. 1276
Page 2 of 9
_______________________
2.Maintain unobstructed sidewalks, pathways, streets, alleys, etc., to allow
pedestrians and vehicular traffic, including ingress and egress from any building,
place or business, from street to sidewalk, or by persons exiting or entering parked
or standing vehicles, particularly for individuals with disabilities.
3.Allow continued public access, use, and maintenance of public facilities,
including but not limited to paths, sidewalks, traffic signs/signals, fire hydrants,
and public transportation services.
4.Limit sidewalk vendors’ hours of operation within areas adjacent to
residential zones and prohibit stationary sidewalk vending in areas zoned
exclusively residential and adjacent to residential uses, to protect the safety of
vendors and residents and to promote the welfare of residents by prohibiting
commercial activities and associated noise and traffic during hours and in zones
wherein residents can and should expect peace and quiet.
5.Prohibit the operation of any sidewalk vendor within 500 feet of schools to
protect the health and safety of children, including but not limited to the danger
that could be caused by sidewalk congestion when school children are arriving or
leaving in large numbers.
6.To prevent food-borne illness and protect the health and safety of the public,
every sidewalk vendor is required to adhere to the provisions of California Health
and Safety Code, Division 104 (Environmental Health), Part 7 (California Retail
Food Code).
7.Prevent sidewalk vendors from selling alcohol, cannabis, tobacco products,
any product containing nicotine, adult-oriented materials, or any products used to
smoke/vape cannabis or nicotine to protect the health and safety of the public to
ensure that minors do not gain illegal access to these products.
8.Require sidewalk vendors to obtain insurance to protect the health and
safety of the public and employees of sidewalk vendors, because insurance would
help ensure a source of funding for bodily and property damage resulting from
sidewalk vendors' activities. Further, compelling sidewalk vendors to provide
liability insurance with the City named an as additional insured with respect to
liability arising out of a vendor's use of City property is necessary to protect the
City against claims for bodily injury and property damage arising during the
vendors’ and patrons’ uses of City property for their commercial activity.
9.To protect the public’s health, safety, and welfare by ensuring that vendors
on public property employ persons that do not pose a threat to customers and the
general public. This chapter is adopted pursuant to the City’s police powers for
the purpose of regulating vending on public property.
Ordinance No. 1276
Page 3 of 9
_______________________
As to all other regulations set forth in the Ordinance, they are directly related to
objective health, safety, and welfare concerns, including but not limited to the
health, safety and welfare of vendors, their prospective patrons, pedestrians,
those protected by the Americans with Disabilities Act, those operating motor
vehicles at intersections and in rights-of-way adjacent to sidewalks, and the public
at large.
SECTION 6. Chapter 12.10 of Title 12, is hereby added to the Vernon Municipal
Code, as follows:
Chapter 12.10 Sidewalk Vending
Sections.
12.10.010 Purpose.
12.10.020 Definitions.
12.10.030 Sidewalk vending permits.
12.10.040 General regulations.
12.10.050 Location-specific regulations.
12.10.060 Violation-Penalty.
12.10.070 Ability-to-pay determination.
12.10.080 Removal or disposal of seized property.
12.10.090 Revocation of permit.
Section 12.10.010. Purpose.
Sidewalk vending promotes entrepreneurship and can provide a vibrant street scene. The
procedures and standards in this article are intended to provide an orderly framework
allowing street vending while protecting the health and wellbeing of the public.
Section 12.10.020. Definitions.
As used in this article, the following meanings shall apply:
"Roaming sidewalk vendor" means a sidewalk vendor who moves from place to place
and stops only to complete a transaction.
"Sidewalk vending receptacle" means a pushcart, stand, display, pedal-driven cart,
wagon, showcase, rack, or other non-motorized conveyance.
"Sidewalk vendor" means a person who sells food or merchandise from a sidewalk
vending receptacle, or from one's person, upon a public sidewalk or other pedestrian
path.
"Stationary sidewalk vendor" means a sidewalk vendor who vends from a fixed location.
Ordinance No. 1276
Page 4 of 9
_______________________
Section 12.10.030. Sidewalk vending permits.
(a) Only sidewalk vendors with valid sidewalk vending permits issued by the Public
Works Director may vend upon the city's public streets or rights-of-way.
(b) A sidewalk vending permit shall be valid for a period of one (1) year from the date of
issuance, unless sooner revoked as set forth in this article.
(c) To apply for a sidewalk vending permit, the applicant must provide:
1.A completed application form containing:
(i)Their name and mailing address;
(ii) Description of the merchandise offered for sale or exchange;
(iii) If the sidewalk vendor is an agent of an individual, company, partnership, or
corporation, the name and business address of the principal and any
owners of the company, partnership, or corporation;
(iv) Certification that the information is true to his or her knowledge and belief;
and
(v) Provide proof of liability insurance as required by, and in a form acceptable
to, the Finance Department.
2.A copy of a California's driver's license or identification card, an individual
taxpayer identification number, or a Social Security number. Such information is
not a public record and will remain confidential as required by Government Code
Section 51038(c)(4).
3.A copy of a valid California Department of Tax and Fee Administration seller's
permit, as required.
4.A copy of a valid mobile food permit issued by the City of Vernon Health and
Environmental Control Department, as required.
5.A statement indicating whether the sidewalk vendor intends to operate as a
stationary sidewalk vendor or a roaming sidewalk vendor and, if roaming, the
intended method and path of travel.
(d) To ensure the safety of residents and the merchantability of products sold by vendors
without a fixed place of business, the City requires all sidewalk vending applicants to
undergo an annual fingerprinting background check and to submit the results to the
City as an attachment to their application. Information related to an applicant’s
Ordinance No. 1276
Page 5 of 9
_______________________
immigration status will not be used or disclosed by the City to any other governmental
agency.
(e) The sidewalk vending permit application shall require the applicant to agree, in
writing, to comply with all the provisions of this article and all applicable provisions of
the Vernon Municipal Code.
(f) The Public Works Director shall deny the application on any of the following grounds:
1. The applicant does not submit one of more of the items required by the
application form; and/or
2. The applicant for a Sidewalk Vendor Permit was convicted of any of the following
crimes, or of an attempt or conspiracy to commit any of the following crimes, as
defined in the California Penal Code, and such conviction indicates that the
applicant may pose a danger to the public if granted a permit: murder, mayhem,
kidnapping, robbery, assault with intent to commit a felony, assault, battery, rape,
arson, burglary, possession of burglarious instruments or deadly weapons, or
any crime for which the applicant is required to register as a sex offender
pursuant to California Penal Code Section 290.
Section 12.10.040. General regulations.
(a) To maintain accessibility standards for the disabled, every sidewalk vendor operating
on any public street or right-of-way must ensure that no obstruction is placed in the
public street or right-of-way that would reduce the width of the public street or right-
of-way to less than forty-eight (48) inches, exclusive of the top of the curb. No
obstruction shall be located in a public street or right-of-way less than six (6) feet in
width when the sidewalk is adjacent to the curb.
(b) To prevent food-borne illness and protect the health and safety of the City's residents,
every sidewalk vendor selling any food or beverage is required to adhere to the
provisions of California Health and Safety Code, Division 104 (Environmental
Health), Part 7 (California Retail Food Code).
(c) A sidewalk vending permit does not provide an exclusive right to operate within any
specific portion of the public street or right-of-way.
(d) No equipment or objects used for sidewalk vending purposes may be left unattended
in public spaces or in any portion of the public street or right-of-way from 10:00 p.m.
to 6:00 a.m. Any equipment or objects left overnight in public spaces or in any portion
of the public street or right-of-way will be considered discarded and may be seized
or disposed of by the City in accordance with this article.
Ordinance No. 1276
Page 6 of 9
_______________________
(e) To facilitate the enforcement of this article, every sidewalk vendor must display their
city-issued sidewalk vending permit on the street-side portion of their sidewalk
vending receptacle when operating in the public street or right-of-way.
(f)To preserve accessibility to private and public facilities, a sidewalk vendor operating
on any public street or right-of-way must ensure that no obstruction is placed
impeding entry to and exit from a business or residence or access to a public facility.
(g) A sidewalk vendor shall not engage in the selling of alcohol, cannabis, tobacco
products, products that contain nicotine or any product used to smoke/vape nicotine
or cannabis, or adult-oriented material depicting, describing or relating to sexual
activities.
(h) A sidewalk vendor must carry a waste disposal bag or container to permit the
disposal of trash, food, or liquids.
(i)No sidewalk vending receptacle shall contain or use propane, natural gas, or other
explosive or hazardous materials. A sidewalk vendor may not use an open flame on
or within any sidewalk vending receptacle.
(j)Sidewalk vending receptacles shall not touch, lean against, or be affixed at any time
to any building or structure including, but not limited to lampposts, parking meters,
mailboxes, traffic signals, fire hydrants, benches, bus shelters, newsstands,
trashcans or traffic barriers.
(k) The City Administrator or designee may adopt administrative regulations imposing
additional requirements consistent with this article and all other applicable laws in
order to regulate the time, place, and manner of vending.
Section 12.10.050. Location-specific regulations.
(a) Sidewalk vending hours' limitations in areas zoned for nonresidential use will be as
restrictive as any limitations on hours of operation imposed on other businesses or
uses on the same street, excluding those permitted to operate twenty-four (24) hours.
(b) Sidewalk vending, within 500 feet of residential uses, is limited to the hours of 9:00
a.m. through 5:00 p.m.
(c) Stationary sidewalk vendors are prohibited from operating within areas that are
zoned exclusively residential and adjacent to residential uses.
(d) A sidewalk vendor is prohibited from operating within five hundred (500) feet of any
area subject to a temporary use permit or a special event permit for the duration of
the temporary use or special event permit.
Ordinance No. 1276
Page 7 of 9
_______________________
(e) To limit traffic congestion and protect the safety of children traveling to and from and
in and around schools from potential adverse safety impacts due, in part, to sidewalk
congestion, no sidewalk vendor is permitted to operate within five hundred (500) feet
of a public or private school.
(f)To limit traffic congestion and protect the safety of transit riders from potential
adverse safety impacts due, in part to sidewalk congestion, no sidewalk vendor is
permitted to operate within five hundred feet of a transit stop.
Section 12.10.060. Violation-Penalty.
(a) Any violation for failure to obtain a permit as mandated by this article is punishable
by an administrative fine not to exceed:
1.A written warning for a first violation;
2.Two hundred fifty dollars ($250.00) for a second violation; or
3.Five hundred dollars ($500.00) for a third violation within one (1) year of the
second violation; or
4.One thousand dollars ($1,000.00) for each additional violation within one (1) year
of the second violation.
(b) Any violation of any other provision of this article is punishable by an administrative
fine not to exceed:
1.A written warning for a first violation;
2.One hundred dollars ($100.00) for a second violation; or
3.Two hundred dollars ($200.00) for a third violation within one (1) year of the
second violation; or
4.Five hundred dollars ($500.00) for each additional violation within one (1) year
of the second violation.
5.The Public Works Director may rescind a sidewalk vendor permit for the
remaining term of the permit upon a fourth or subsequent violation of this article.
(c) Failure to pay an administrative fine is not punishable as an infraction or
misdemeanor. Additional fines, fees, assessments, or any other financial conditions
beyond those authorized will not be assessed. However, the City may levy a lien on
the violator's real or personal property, including the receptacle used for vending
purposes, in accordance with applicable law.
Ordinance No. 1276
Page 8 of 9
_______________________
(d) An administrative violation under this section constitutes a separate and distinct
violation for each day that it exists and each such violation may be subject to the
maximum fine permitted under this section.
Section 12.10.070. Ability-to-pay determination.
(a) Any fine issued under Section 12.10.050 will be accompanied with a notice of and
instruction regarding the right to request an ability-to-pay determination.
(b) If the requestor is receiving public benefits under Government Code Section 68632,
subdivision (a), or has a monthly income which is one hundred twenty-five (125)
percent or less than the current poverty guidelines updated periodically in the Federal
Register by the United States Department of Health and Human Services, the Public
Works Director will limit the total amount of the requestor's administrative fine to
twenty percent (20%) of the total.
Section 12.10.080. Removal or disposal of seized property.
The City may dispose of the sidewalk vending receptacle (including any associated
merchandise, food, equipment, or objects) if not claimed within 30 days of removal by
City, or if an administrative appeal is filed related to the removal, then after the final
decision in the administrative appeal.
Section 12.10.090. Revocation of permit.
A sidewalk vending permit may be revoked pursuant to the revocation procedures,
as applicable, set forth in Section 5.04.320 of this Code.
SECTION 7. Any provision of the Vernon Municipal Code or appendices thereto
inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies
and no further, is repealed or modified to that extent necessary to affect the provisions of
this Ordinance.
SECTION 8. If any section, subsection, paragraph, sentence, clause, phrase, or
portion thereof, of this Ordinance is declared by a court of competent jurisdiction to be
unconstitutional or otherwise invalid, such decision shall not affect the validity of the
remaining portions of this Ordinance. The City Council hereby declares that it would have
adopted this Ordinance, and each section, subsection, paragraph, sentence, clause,
phrase, or portion thereof, irrespective of the fact that any one or more sections,
subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared
invalid or unconstitutional. To this end, the provisions of this Ordinance are declared to
be severable.
SECTION 9. The City Clerk shall certify the adoption and publish this Ordinance
as required by law.
Ordinance No. 1276
Page 9 of 9
_______________________
SECTION 10. This Ordinance shall become effective after the thirtieth day
following its adoption.
APPROVED AND ADOPTED this 15th day of February, 2022.
_____________________________
MELISSA YBARRA, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________
ZAYNAH N. MOUSSA,
Interim City Attorney
CALIFORNIA NEWSPAPER SERVICE BUREAU
PRE#
D A I L Y J O U R N A L C O R P O R A T I O N
To the right is a copy of the notice you sent to us for publication in the
HUNTINGTON PARK BULLETIN. Please read this notice carefully and call us
with any corrections. The Proof of Publication will be filed with the County
Clerk, if required, and mailed to you after the last date below. Publication
date(s) for this notice is (are):
Mailing Address : 915 E FIRST ST, LOS ANGELES, CA 90012
Telephone (800) 788-7840 / Fax (800) 464-2839
Visit us @ www.LegalAdstore.com
LISA POPE
CITY OF VERNON CITY CLERK
4305 SANTA FE AVE
VERNON, CA 90058
ORD ORDINANCE PUBLICATION
Ordinance 1276 - Introduction Summary
02/10/2022
Notice Type:
Ad Description
COPY OF NOTICE
3553101
!A000005932695!
An invoice will be sent after the last date of publication. If you prepaid this
order in full, you will not receive an invoice.
SUMMARY OF ORDINANCE No.1276
Ordinance No.1276 adds Chapter 12.10 –
Sidewalk Vending to Tittle 12 of the Vernon
Municipal Code setting forth operational
requirements for sidewalk vending within the City
to ensure compliance with state law and to
protect the health,safety,and welfare of the
public.
Ordinance No.1276 was introduced by the
Vernon City Council at a regular meeting on
February 1,2022.Second reading and adoption
of the ordinance are scheduled for the Regular
City Council meeting on February 15,2022,at
City Hall,4305 Santa Fe Avenue,Vernon,
California.The full text of Ordinance No.1276 is
on file in the City Clerk Department.
2/10/22
PRE-3553101#
HUNTINGTON PARK BULLETIN
City Council Agenda Item Report
Submitted by: Sandra Dolson
Submitting Department: City Clerk
Meeting Date: February 15, 2022
SUBJECT
Claims Against the City
Recommendation:
Receive and file the claim submitted by the Law Offices of Mabel N. Orue on behalf of Maria
Isabel Rodriguez Navarro in an undetermined amount.
Background:
On February 3, 2022 , the City received the following claim:
Name of Claimant - Law Offices of Mabel N. Orue on behalf of Maria Isabel Rodriguez
Navarro
Amount Demanded - Undetermined (demand will be provided upon completion of treatment)
Pursuant to Municipal Code Section 2.32.040, the above information is listed on the City
Council agenda as soon after filing of the claim with the City as practical.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. 20220203 Law Office of Mabel N. Orue - Maria Isabel Rodriguez Navarro
LAW OFFICES
OF
MaeeL N. OnuE
BROADWAY PLAZA
2 I 07 N. BROADWAY ST. # I 05
SANTAANA,CA92706
(7r4) 368-9r6s FAX (7r4) 368-9803
m abe ln o rue@hotmail.com
RECEIVED
FEB 0 3 2022
CIIY CLERl('S OFFICE
J'aiiuary 25, 2022
City of Vernon City Cl-erk
4305 South Santa Fe Ave.
Vernon, CA. 90058
Our Client:
Date of Accident :
PIace of Accident :
SENT CER..iJ TIED i'iAIL/iiETURN iiECLIPI'
CERT# 1020 2450 0000 0054 9200
MARTA ISABEL RODRIGUEZ NAVARRO
5/30/27
Stanton & Vernon, in the Ci-tY of
Vernon
i']. oF.ut-l
cr:py of pictures depicting the place of the
she was i^/earang and :-njury to her knee.
RE:
Dear Sir/Madam:
This is to inform you that this office represent.s MARIA ISABEL
RODRIGUEZ NAVARRO, regarcling injuries She received in the accident
referenced above, in whiclt you were the City C1erk.
please inform us, who was the lj-ab-i1ity insurance ca.rrier at the
time of the accident. Please sign and return the letter to our
Santa Ana office in the envelope provided, and keep the enclosed
copy of this letter f.or You files.
pl-ease be advised that if we do not receive your response within
ten days, w€ w-i-l.l he' f'orced to t-ake other actions.
MABEL -N-i /l1UE
Ve
LAW O}-E]
MNO/eo
ES O!- MABEI'
P.S.: I am enclosing
acciclent, shces
CLAIM FOR DAMAGES
TO PERSON OR PROPERTY
INSTRUCTIONS
1 Claims for death, rnlury to person or to personal property must be filed not later
tharr six (6) months after the occurrence. (Gov Code Sec 91 12)2 Claimsfor damages to realproperty must befiled not laterthan one (1) year
after the occurrence (Gov. Code Sec 91 1 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, rf necessary, to give full details. SIGN EACH SHEET7. Claim must be filed with City Clerk (Gov Code Sec 9'l 5a)
TO: CITY OF VERNON CITY COUNCIL
Name of Claimant
Maria lsabel R ez Navarro
ome Address of Claimant
Business Address of Claimant
RESERVE
CLAIM
FOR FILING STAMP
No
eo
59
ome
City and State Business Telephone
Give address to which you desire notices or communications to
Law Offices of Mabel N. Orue - 2107 N. Broadway St,
be sent regarding this claim
Suite 105, Santa Ana, CA. 92706
How did DAMAGE or INJURY occur? Give full particulars
I was walking northbound on Stanton on the west sidewalk close to Vernon, in the City of
Vernon; the sidewalk was lifted due to tree roots. I did not see it and tripped forward and even
though I put my left arm to stop the fall I could not avoid falling.
When did DAMAGE or INJURY occur? Give full particulars, date, time of day, etc :
The accident happened on 5130121 around 4:45-5:00 p.m. and injured my left shoulder, both knees and developed
headaches.
WheredidDAMAGEorlNJURYoccur? Describefully,andlocateondiagramonreversesideofthissheet. where
approximate, give street names and address and measurements from landmarks
The accident happened northbound on Stanton on the west sidewalk close to Vernon, i the City
of Vernon.
What particularACTorOMlSSlON doyouclaimcausedthe injury ordamage? Givenamesof Cityemployees, if any,
causrng the injury or damage, tf known:
The sidewalk was lifted due to tree roots and the City did not correct the problem and left a
dangeroud condition.
What DAMAGE or INJURIES do you claim resulted? Give full extent of injuries or danrages claimed
I injured my left shoulder, neck, both knees and developed headaches.
WhatAMOUNTdo youclaimof each item of injury ordamageasof dateof presentationof thisclaim, givingbasisof
computation
I am still treating; I was referred to an orthopedic doctor for evaluation.
Give ESTIMATED AMOUNT as faras known you claim on account of each item of prospectrve rnjury ordamage, giving
basis of computation
My attorney will send the demand upon completion of my treatment and receipt of the medical records.
Were you insured at the time of the incident? lf so, provide name of insurance company, policy numbers and amount of insurance
payments received:
I was insured by Emergency Medical and I provided my lD to Community Hospital of Huntington
Park. I am not aware of the amount charge. lD#:
Expenditures made on account of accident or lnjury: (Date - ltem)
None
(Amount)
Name and address of Witnesses, Doctors and Hospitals:
There were a lot of witnesses but I did not get their information
READCAREFULLY
For all accident claims place on following diagram names of streets, including Norlh, East. South, and West: indicate place
of accident by "X" and by showing house numbers or distances to street corners.
lf City Vehicle was lnvolved, designate by letter "A" location of City vehicle when you first saw it and by "B" location of yourself
or your vehicle when you first saw City vehicle; location of City vehicle at time of accident by 'A-1 " and location of yourself or your
vehicle at the time of accident by "8'l" and the point of lmpact by "X."
NOTE:lf diagrams do not fit the situation, attach hereto a proper diagram signed by claimant.
FOR AUTOMOBILE ACCIDENTS
7n [7
FOR OTHER ACCIDENTS
r'b6{
ct
Date
/ -25'
NOTE ALL CLAIT\,]AI\ITS I\TIAY xAr/ilNED AS TO THETR CLA[vl UNDER OATH P_TSENTAT|ON OF A FALSE CLATM tS A FELON\'(CAL
PFNO()DESET--72j rjAr,lSlvll.lsTBEFlIEDr,'1rlTH(]ITYCLERKiGOVCODESFCgI5a) STATELAWPROVIDESTHATIFYOUARENOTNOTIFIEDOFANY
I declare, under of
Typed/Printed Name
Maria lsabel Rodriguez Navarro
attachments, is
effr
z'Z
PABl(WAY
, that the
Signature of Claimant or person filing on his/her behalf giving
relationship to Claiman/ /
ACTIONBYIHECITYOFTHISCLAIT,,IWITHIN45DAYSOFFILINGTHENTHECLAIIVISDEEIVEDDENIED(SEEGOV CODESEC 9116&9124)
Re! 8/4/16
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,'
City Council Agenda Item Report
Submitted by: Efren Peregrina
Submitting Department: Finance/Treasury
Meeting Date: February 15, 2022
SUBJECT
City Payroll Warrant Register
Recommendation:
Approve City Payroll Warrant Register No. 788, for the period of January 1 through January
31, 2022, totaling $2,509,060.57 and consisting of ratification of direct deposits, checks and
taxes totaling $1,621,614.09 and ratification of checks and electronic fund transfers (EFT) for
payroll related disbursements totaling $887,446.48 paid through operating bank account.
Background:
Section 2.32.060 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 Account Warrant Register No. 788
covering claims and demands presented during the period of January 1 through January 31,
2022, drawn, or to be drawn, from East West Bank for City Council approval.
Fiscal Impact:
The fiscal impact of approving City Payroll Warrant Register No. 788, totals $2,509,060.57.
The Finance Department has determined that sufficient funds to pay such claims/demands,
are available in the respective accounts referenced on City Payroll Warrant Register No. 788.
Attachments:
1. City Payroll Warrant Register No. 788
Raquel Franco | 2/9/2022 11:52 AMPAYROLL WARRANT REGISTERCity of VernonNo.788Month ofJanuary 2022I hereby Certify: that claims or demands covered by the This is to certify that the claims or demandsabove listed warrants have been audited as to accuracycovered by the above listed warrants have beenand availability of funds for payments thereof; and thataudited by the City Council of the City of Vernonsaid claims or demands are accurate and that funds areand that all of said warrants are approved for pay-available for payments thereof.mentsScott A. WilliamsDATEDirector of Finance / City TreasurerDATEDate:Page 1 of 1Payroll Warrant Register Memo 2022 : Warrant2/9/2022
Payrolls reported for the month of January
12/19/2021 - 01/01/2022, Paydate 01/13/2022
01/02/2022 - 01/15/2022, Paydate 01/27/2022
Payment
Method Date Payment Description Amount
ACH 01/13/22 Net payroll, checks 11,054.14$
ACH 01/13/22 Net payroll, direct deposits 591,539.87
ACH 01/13/22 Payroll taxes 169,845.28
ACH 01/27/22 Net payroll, checks 11,482.88
ACH 01/27/22 Net payroll, direct deposits 661,368.83
ACH 01/27/22 Payroll taxes 176,323.09
Total net payroll and payroll taxes 1,621,614.09
12409 01/13/22 ICMARC 30,771.58
12408 01/13/22 IBEW Dues 3,130.63
12407 01/13/22 Vernon Police Officers' Benefit Association 1,851.16
12412 01/28/22 CalPERS 202,879.39
12413 01/14/22 California State Disbursement Unit 41.53
12425 01/26/22 Mutual of Omaha 13,633.41
12424 01/26/22 AFLAC 10,184.79
12426 01/26/22 Colonial 6,538.80
12421 01/25/22 Blue Shield of California 347,121.87
12422 01/25/22 Metlife - Group Benefits 26,960.33
12423 01/27/22 MES Vision 3,742.68
12416 01/27/22 ICMARC 30,377.70
12415 01/27/22 Teamsters Local 911 2,358.00
12414 01/27/22 Vernon Police Officers' Benefit Association 1,861.16
12419 01/31/22 CalPERS 205,951.92
12420 01/31/22 California State Disbursement Unit 41.53
Payroll related disbursements, paid through
Operating bank account 887,446.48
Total net payroll, taxes, and related disbursements 2,509,060.57$
Page 1 of 1
City Council Agenda Item Report
Submitted by: Efren Peregrina
Submitting Department: Finance/Treasury
Meeting Date: February 15, 2022
SUBJECT
Operating Account Warrant Register
Recommendation:
Approve Operating Account Warrant Register No. 81, for the period of January 16 through
January 29, 2022, totaling $10,430,957.65 and consisting of ratification of electronic payments
totaling $10,136,246.26, ratification of the issuance of early checks totaling $294,711.39 and
voided Check No. 608639 totaling $3,549.22.
Background:
Section 2.32.060 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 Operating Account Warrant Register No. 81 covering
claims and demands presented during the period of January 16 through January 29, 2022,
drawn, or to be drawn, from East West Bank for City Council approval.
Fiscal Impact:
The fiscal impact of approving Operating Account Warrant Register No. 81, totals
$10,430,957.65. The Finance Department has determined that sufficient funds to pay such
claims/demands, are available in the respective accounts referenced on Operating Account
Warrant Register No. 81.
Attachments:
1. Operating Account Warrant Register No. 81
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022I hereby cerƟfy that claims and/or demands included in above listed warrantregister have been audited for accuracy and availability of funds for payments andthat said claims and/or demands are accurate and that the funds are available forpayments thereof.____________________________________________________________ScoƩ WilliamsDirector of Finance / City TreasurerDate: _______________________________________________________This is to cerƟfy that the claims or demands covered by the above listed warrantshave been audited by the City Council of the City of Vernon and that all of saidwarrants are approved for payments except Warrant Numbers:Void Checks: 608639________________________________________________________________________________________________________________________Printed: 2/9/2022 12:00:57PM2/9/2022
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1043.590000 $ 6,949.00 Traffic Signal Maintenance 14262BEAR ELECTRICAL SOLUTIONS, INC007026 ‐ 011.1043.590000 $ 10,785.50 Traffic Signal Maintenance 14576011.1043.590000 $ 3,696.00 Traffic Signal Maintenance 14577$ 21,430.5001/19/2022 12341055.9200.500180 $ 12,500.00 Capacity Charges 12/21 263470CITY OF RIVERSIDE002581 ‐ $ 12,500.0001/19/2022 12342011.9019.520010 $ 910.00 Embeded Voicemail~ IN2021394 011.0015109CROSSPOINT NETWORK SOLUTIONS,000956 ‐ $ 910.0001/19/2022 12343011.1049.590000 $ 838.46 UST Compliance Services 18185FLEMING ENVIRONMENTAL, INC004438 ‐ $ 838.4601/19/2022 12344011.1049.596200 $ 102.00 Disposal & Recycling Services 1CX01752HAUL AWAY RUBBISH SERVICE CO,005350 ‐ $ 102.0001/19/2022 12345011.120030 $ 32,164.78 Fuel~ 2216787 011.0015052MERRIMAC ENERGY GROUP000209 ‐ $ 32,164.7801/19/2022 12346011.1004.520000 $ 347.34 Postage 791431NDS006687 ‐ $ 347.3401/19/2022 12347055.9200.596200 $ 125,000.00 Energy Purchase 12/21 51160395POWEREX CORP002515 ‐ $ 125,000.0001/19/2022 12348Printed: 2/9/2022 12:00:57PMPage 1 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.590110 $ 23,263.55 Digital Forensics & Incident ReporƟng TIN210269TP2DFTRACEPOINT, LLC007077 ‐ 011.9019.590110 $ 562.50 Digital Forensics & Incident ReporƟng TIN210269TP3DF011.9019.590110 $ 2,693.80 Digital Forensics & Incident ReporƟng TIN210269TPDF$ 26,519.8501/19/2022 12349011.1049.590000 $ 3,343.00 Air CondiƟoner Maintenance 35201WESTERN ALLIED CORPORATION006120 ‐ $ 3,343.0001/19/2022 12350011.1049.590000 $ 3,725.28 Landscape Maintenance 11/21 95631MARIPOSA LANDSCAPES, INC006422 ‐ 011.1049.590000 $ 3,725.28 Landscape Maintenance 12/21 96055$ 7,450.5601/19/2022 12351011.9019.520010 $ 1,065.42 Samsung 43" TV~ L762091 011.0015014CDW GOVERNMENT, INC000447 ‐ 011.9019.520010 $ 412.92 Tripp Lite Display TV Wall Monitor L762091011.0015014011.9019.520010 $ 585.90 Dell AC511M Stereo USB Sound Bar L762091 011.0015014011.9019.520010 $ 611.00 Logitech USB Headset H390 ‐ headset L762091 011.0015014011.9019.520010 $ 18.00 RECYCLING FEE 35" AND OVER~ L762091 011.0015014011.9019.520010 $ 151.53 Sales Tax 10.25 L762091011.9019.520010 $ 122.68 Sales Tax 10.25 L762091$ 2,967.4501/19/2022 12352011.9019.590110 $ 10,000.00 GeoViewer Annual SubscripƟon~ 15292 011.0015108NOBEL SYSTEMS, INC005709 ‐ $ 10,000.0001/19/2022 12353Printed: 2/9/2022 12:00:57PMPage 2 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.590110 $ 4,090.00 SoŌware License SubscripƟon ‐ Renewal 3834 011.0015107WEBIPLEX, INC004917 ‐ $ 4,090.0001/19/2022 12354011.1070.596200 $ 2,292.30 School Crossing Guard Services 72930ALL CITY MANAGEMENT SERVICES001490 ‐ 011.1070.596200 $ 1,986.66 School Crossing Guard Services 73255011.1070.596200 $ 1,146.15 School Crossing Guard Services 73590011.1070.596200 $ 2,101.28 School Crossing Guard Services 73947011.1070.596200 $ 1,146.15 School Crossing Guard Services 74205$ 8,672.5401/21/2022 12355Printed: 2/9/2022 12:00:57PMPage 3 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500150 $ 132,546.36 IniƟal Charges 01/22 202201183152785745CALIFORNIA ISO002412 ‐ 055.9200.500190 $ 362.91 IniƟal Charges 01/22 202201183152785745055.9200.500210 $ 9,786.82 IniƟal Charges 01/22 202201183152785745055.9200.500170 $ ‐665.25 IniƟal Charges 01/22 202201183152785745055.9200.500150 $ 73,298.81 IniƟal Charges 12/21 202201183152785745055.9200.500170 $ 1,320,275.28 IniƟal Charges 12/21 202201183152785745055.9200.500210 $ 5,314.32 IniƟal Charges 12/21 202201183152785745055.9200.500240 $ 8,583.75 IniƟal Charges 12/21 202201183152785745055.9200.500180 $ ‐989.46 IniƟal Charges 12/22 202201183152785745055.9200.500190 $ ‐1,856.74 IniƟal Charges 12/22 202201183152785745$ 1,546,656.8001/21/2022 12356055.9200.500160 $ 170,240.00 Natural Gas 12/21 82548CALPINE ENERGY SERVICES, LP002060 ‐ $ 170,240.0001/21/2022 12357Printed: 2/9/2022 12:00:57PMPage 4 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE056.5600.540000 $ 69.17 Uniforms 4102856803CINTAS CORPORATION005490 ‐ 020.1084.540000 $ 137.77 Uniforms 4102856803055.8000.540000 $ 27.54 Uniforms 4102856803055.8100.540000 $ 162.00 Uniforms 4102856803056.5600.540000 $ 69.17 Uniforms 4104182239020.1084.540000 $ 137.77 Uniforms 4104182239055.8000.540000 $ 27.96 Uniforms 4104182239055.8100.540000 $ 153.58 Uniforms 4104182239056.5600.540000 $ 69.17 Uniforms 4104890234020.1084.540000 $ 137.77 Uniforms 4104890234055.8000.540000 $ 27.96 Uniforms 4104890234055.8100.540000 $ 153.58 Uniforms 4104890234056.5600.540000 $ 69.17 Uniforms 4105497045020.1084.540000 $ 141.51 Uniforms 4105497045055.8000.540000 $ 27.96 Uniforms 4105497045055.8100.540000 $ 153.58 Uniforms 4105497045056.5600.540000 $ 69.17 Uniforms 4106138562020.1084.540000 $ 137.77 Uniforms 4106138562055.8000.540000 $ 27.96 Uniforms 4106138562055.8100.540000 $ 153.58 Uniforms 4106138562056.5600.540000 $ 69.17 Uniforms 4106904212020.1084.540000 $ 137.77 Uniforms 4106904212055.8000.540000 $ 27.96 Uniforms 4106904212Printed: 2/9/2022 12:00:57PMPage 5 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.8100.540000 $ 153.58 Uniforms 4106904212CINTAS CORPORATION005490 ‐ 056.5600.540000 $ 69.17 Uniforms 4107558103020.1084.540000 $ 137.77 Uniforms 4107558103055.8000.540000 $ 27.96 Uniforms 4107558103055.8100.540000 $ 153.58 Uniforms 4107558103$ 2,731.1001/21/2022 12358055.9200.500160 $ 155,775.00 Natural Gas 12/21 105374CITADEL ENERGY MARKETING, LLC007262 ‐ $ 155,775.0001/21/2022 12359055.9200.500160 $ 387,650.00 Natural Gas 12/21 170305CONOCOPHILLIPS COMPANY005388 ‐ $ 387,650.0001/21/2022 12360055.9200.500160 $ 359,560.00 Natural Gas 12/21 5007636CRC MARKETING, INC007099 ‐ $ 359,560.0001/21/2022 12361055.9200.500160 $ 164,859.50 Natural Gas 12/21 1988747EDF TRADING NORTH AMERICA, LLC004116 ‐ $ 164,859.5001/21/2022 12362055.9000.595200 $ 9,192.76 Natural Gas Compliance Services 112510G2 INTEGRATED SOLUTIONS, LLC006899 ‐ $ 9,192.7601/21/2022 12363011.1031.540000 $ 109.50 Reimbursement for Uniform Pants 011822LORENZO GAYTAN001668 ‐ $ 109.5001/21/2022 12364Printed: 2/9/2022 12:00:57PMPage 6 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.590110 $ 760.70 SoŌware Usage Fees 11813869KRONOS INCORPORATED005034 ‐ $ 760.7001/21/2022 12365057.1057.500173 $ 4,381.26 Internet Access Services 254230952LEVEL 3 COMMUNICATIONS, LLC003053 ‐ $ 4,381.2601/21/2022 12366055.9200.500160 $ 1,915,529.40 Natural Gas 12/21 GASI00164946MACQUARIE ENERGY, LLC006086 ‐ $ 1,915,529.4001/21/2022 12367055.9200.500160 $ 283,249.33 Natural Gas 12/21 3642906MERCURIA ENERGY AMERICA, LLC006262 ‐ $ 283,249.3301/21/2022 12368055.9200.500160 $ 214,846.50 Natural Gas 12/21 290605MIECO, LLC006318 ‐ $ 214,846.5001/21/2022 12369055.9190.595200 $ 10,694.62 Service Fees, MGS AquisiƟon & 122021RICHARD WARREN OLSEN007221 ‐ $ 10,694.6201/21/2022 12370055.9200.500160 $ 133,753.00 Natural Gas 12/21 234017PACIFIC SUMMIT ENERGY, LLC005908 ‐ $ 133,753.0001/21/2022 12371011.1060.595200 $ 3,000.00 Geologic ConsulƟng Services 15960PIC ENVIRONMENTAL SERVICES001649 ‐ $ 3,000.0001/21/2022 12372Printed: 2/9/2022 12:00:57PMPage 7 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1043.590000 $ 13,872.00 Catch Basin Cleaning~ 355RONS MAINTENANCE, INC005044 ‐ $ 13,872.0001/21/2022 12373055.9200.500154 $ 218,112.38 Astoria 2 Solar Project ATSP0122SO CAL PUBLIC POWER AUTHORITY002517 ‐ $ 218,112.3801/21/2022 12374055.9200.500154 $ 152,867.72 Antelope DSR 1 Solar Project DSR10122SO CAL PUBLIC POWER AUTHORITY002517 ‐ $ 152,867.7201/21/2022 12375055.9200.596200 $ 3,588.16 ResoluƟon Billing 0122SO CAL PUBLIC POWER AUTHORITY002517 ‐ $ 3,588.1601/21/2022 12376055.9100.596200 $ 1,068.08 OperaƟng Expense 12/21 21270SO CAL JOINT POLE COMMITTEE002079 ‐ $ 1,068.0801/21/2022 12377055.9200.500160 $ 30,375.00 Natural Gas 12/21 104936TWIN EAGLE RESOURCES MGMT, LLC007225 ‐ $ 30,375.0001/21/2022 12378055.9200.500180 $ 30,065.94 Boulder Canyon Project Charges 12/21 GG1766W1221US DEPARTMENT OF ENERGY002227 ‐ 055.9200.500150 $ 15,096.10 Boulder Canyon Project Charges 12/21 GG1766W1221$ 45,162.0401/21/2022 12379011.1026.502031 $ 14,182.77 Medical ReƟrees~ 213172161ANTHEM BLUE CROSS005182 ‐ $ 14,182.7701/25/2022 12380Printed: 2/9/2022 12:00:57PMPage 8 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1043.560000 $ 61.69 Period: 08/27/21 ‐ 09/27/21 092821(2)SO CAL EDISON000059 ‐ 011.1043.560000 $ 450.35 Period: 09/21 100221(2)$ 512.0401/19/2022 12381020.1084.520000 $ 574.88 Small Tools & Plumbing Hardware~ 012022_MULTIPLE 011.0014876HOME DEPOT CREDIT SERVICES001552 ‐ $ 574.8801/20/2022 12382011.1024.593200 $ 4,296.50 Re: General Municipal MaƩers 924020BEST BEST & KRIEGER, LLP005506 ‐ 011.1024.593200 $ 1,066.00 Re: Whitworth, Keith Vernon 924022$ 5,362.5001/25/2022 12383011.1047.540000 $ 217.57 Uniforms 4108251152CINTAS CORPORATION005490 ‐ $ 217.5701/25/2022 12384011.1031.570000 $ 689.52 Digital Print Services 29685GRAFIX SYSTEMS006660 ‐ 011.1031.570000 $ 253.67 Digital Print Services 29694$ 943.1901/25/2022 12385055.9200.500160 $ 189,600.00 Natural Gas 12/21 12210040331CIMA ENERGY, LP006298 ‐ $ 189,600.0001/25/2022 12386Printed: 2/9/2022 12:00:57PMPage 9 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9100.900000 $ 198,267.08 Electric Service Maintenance 12/21 210414PETRELLI ELECTRIC, INC003049 ‐ 057.1057.900000 $ 16,836.56 Electric Service Maintenance 12/21 210414055.8300.590000 $ 735,354.70 Electric Service Maintenance 12/21 210414055.8000.590000 $ 33,497.05 Electric Service Maintenance 12/21 210414057.1057.590000 $ 25,955.00 Electric Service Maintenance 12/21 210414055.9100.900000 $ 740,262.04 Bond Projects 210414$ 1,750,172.4301/26/2022 12387055.9200.500160 $ 6,828.00 Natural gas 12/21 30017426CITY OF PASADENA002143 ‐ $ 6,828.0001/27/2022 12388011.1003.596300 $ 120.00 PublicaƟon Services B3536300DAILY JOURNAL CORPORATION000947 ‐ 011.1003.550000 $ 75.00 PublicaƟon Services B3547979011.1003.550000 $ 90.00 PublicaƟon Services B3547982$ 285.0001/27/2022 12389055.9200.596200 $ 182.20 Physical Gas 1221001688006ICE US OTC COMMODITY MARKETS,004500 ‐ 055.9200.596200 $ 1,067.80 OTC Commission Adjustment 1221001688088$ 1,250.0001/27/2022 12390055.9000.596200 $ 12,168.00 Security Services~ 5940JRM006198 ‐ 055.8100.596200 $ 74,484.00 Security Services~ 5941$ 86,652.0001/27/2022 12391Printed: 2/9/2022 12:00:57PMPage 10 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1060.520000 $ 44.16 Reimb. Vaccine Mobile Vehicle Supplies 012422VERONICA PETROSYAN006746 ‐ $ 44.1601/27/2022 12392055.9200.500180 $ 223,511.00 Minimum Cost 01/22 PV0122SO CAL PUBLIC POWER AUTHORITY002517 ‐ 055.9200.500150 $ 44,251.00 Variable Cost 12/21 PV0122055.122100 $ 10,000.00 PSF Cost 12/21 PV0122$ 277,762.0001/27/2022 12393055.9200.550022 $ 168,945.16 ReservaƟon & Transmission Charges~ 011022THE GAS COMPANY001581 ‐ $ 168,945.1601/27/2022 12394055.9000.596200 $ 26,349.92 ConsultaƟon & Support Services VERNPVHNOVEMBER2021PORT CANAVERAL PWR CONSULTANTS002459 ‐ $ 26,349.9201/27/2022 12395011.1004.595200 $ 3,750.00 UUT Fixed Fee~ INV06013273AVENU MUNISERVICES, LLC006722 ‐ $ 3,750.0001/28/2022 12396011.1033.596200 $ 1,260,455.00 Fire ProtecƟon Services~ C0010211COUNTY OF LOS ANGELES001444 ‐ 011.1033.596200 $ 112,025.47 Fire ProtecƟon Services~ C0010211011.1033.596200 $ 27,517.60 Fire ProtecƟon Services~ C0010211$ 1,399,998.0701/28/2022 12397011.1004.595200 $ 5,000.00 Pension ObligaƟon Bond Module~ 20213262GOVINVEST, INC006441 ‐ $ 5,000.0001/28/2022 12398Printed: 2/9/2022 12:00:57PMPage 11 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.8100.520000 $ 185.18 Small Tools & Plumbing Hardware~ 012122_MULTIPLE 055.0002902HOME DEPOT CREDIT SERVICES001552 ‐ 055.8400.590000 $ 943.34 Small Tools & Plumbing Hardware~ 012122_MULTIPLE 055.0002902055.9000.520000 $ 248.14 Small Tools & Plumbing Hardware~ 012122_MULTIPLE 055.0002902$ 1,376.6601/21/2022 12399011.1026.520000 $ 94.16 Office Supplies 194444239001OFFICE DEPOT002190 ‐ $ 94.1601/21/2022 12400Printed: 2/9/2022 12:00:57PMPage 12 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.560010 $ 1,572.71 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLEVERIZON WIRELESS001481 ‐ 055.8000.560010 $ 1,585.06 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE055.8200.560010 $ 2,095.41 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE056.5600.560010 $ 261.24 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE011.9019.560010 $ 203.97 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 125.13 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 1,810.33 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 2,486.59 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 51.27 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 1,062.75 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 683.14 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 1,096.19 Period: 09/08/21 ‐ 10/07/21 100721_MULTIPLE(2)011.9019.560010 $ 204.92 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLE011.9019.560010 $ 124.97 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLE011.9019.560010 $ 964.05 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLE011.9019.560010 $ 2,399.55 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLE011.9019.560010 $ 51.27 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLE011.9019.560010 $ 920.25 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLEPrinted: 2/9/2022 12:00:57PMPage 13 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.560010 $ 2,860.76 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLEVERIZON WIRELESS001481 ‐ 011.9019.560010 $ 1,032.52 Period: 10/08/21 ‐ 11/07/21 110721_MULTIPLE$ 21,592.0801/26/2022 12401055.200230 $ 89,380.00 Electrical Energy Surcharge 10/21 ‐ 012522CA DEPARTMENT OF TAX & FEE ADM002242 ‐ $ 89,380.0001/26/2022 12402011.200250 $ 348.50 4Q21 Use Tax Payment 123121CA DEPARTMENT OF TAX & FEE ADM002242 ‐ 011.1004.530034 $ 0.50 4Q21 Use Tax Payment 123121$ 349.0001/27/2022 12403011.1031.520000 $ 505.24 Office Supplies 210235649001OFFICE DEPOT002190 ‐ 011.1031.520000 $ 27.55 Office Supplies 211355210001$ 532.7901/28/2022 12404056.5600.560000 $ 57.40 Period: 11/10/21 ‐ 12/13/21 121521THE GAS COMPANY001581 ‐ $ 57.4001/28/2022 12405011.1041.520000 $ 63.15 Period: 01/22 933312022(2)UPS001617 ‐ $ 63.1501/28/2022 12406TOTAL ELECTRONIC$ 10,136,246.26Printed: 2/9/2022 12:00:57PMPage 14 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE020.1084.900000 $ 4,305.00 6" OMNI T2 with ITRON Connector INV0085543 011.0014934AQUA‐METRIC SALES COMPANY001970 ‐ 020.1084.900000 $ 9,621.20 4" OMNI T2 with ITRON Connector INV0085543 011.0014934020.1084.900000 $ 1,427.43 Sales Tax 10.25 INV0085543020.1084.900000 $ 4,500.00 2" OMNI R2 with ITRON Connector INV0085957 011.0014934020.1084.900000 $ 461.25 Sales Tax 10.25 INV0085957020.1084.900000 $ 3,000.00 2" OMNI R2 with ITRON Connector INV0086095 011.0014934020.1084.900000 $ 307.50 Sales Tax 10.25 INV0086095$ 23,622.3801/20/2022 608604011.9019.560010 $ 209.07 Period: 09/10/21 ‐ 10/09/21 171155895AT&T001948 ‐ 011.9019.560010 $ 23.40 Period: 09/06/21 ‐ 10/05/21 17145305011.9019.560010 $ 2,971.19 Period: 09/10/21 ‐ 10/09/21 17155459011.9019.560010 $ 45.39 Period: 09/10/21 ‐ 10/09/21 17155460055.9000.560010 $ 249.82 Period: 09/10/21 ‐ 10/09/21 17155461011.9019.560010 $ 2,058.41 Period: 09/10/21 ‐ 10/09/21 17155462011.9019.560010 $ 1,285.33 Period: 09/10/21 ‐ 10/09/21 17155463056.5600.560010 $ 673.53 Period: 09/10/21 ‐ 10/09/21 17155464056.5600.560010 $ 23.40 Period: 09/10/21 ‐ 10/09/21 17155563011.9019.560010 $ 21.73 Period: 09/15/21 ‐ 10/14/21 17196214$ 7,561.2701/20/2022 608605Printed: 2/9/2022 12:00:57PMPage 15 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.9019.560010 $ 603.01 Period: 07/20/21 ‐ 08/19/21 082021(2)AT&T001948 ‐ 011.9019.560010 $ 684.87 Period: 10/20/21 ‐ 11/19/21 112021$ 1,287.8801/20/2022 608606011.9019.560010 $ 46.23 Period: 10/09/21 ‐ 11/08/21 832176480X11162021AT&T MOBILITY002889 ‐ $ 46.2301/20/2022 608607011.1046.520000 $ 775.46 Vehicle BaƩeries~ 7208371 011.0014856BATTERY SYSTEMS, INC004448 ‐ 011.1046.520000 $ 151.20 Vehicle BaƩeries~ 7242125 011.0014856011.1046.520000 $ 34.79 Vehicle BaƩeries~ 7261021 011.0014856$ 961.4501/20/2022 608608011.1041.595200 $ 653.40 4th Qtr 09/01/21 ‐ 12/31/21 010622CA BUILDING STANDARDS COMMISSI003749 ‐ $ 653.4001/20/2022 608609011.240020 $ 3,444.00 2nd Qtr FY 21/22 Surcharge TransmiƩal 011922SECRETARY FOR ENV. PROTECTION003037 ‐ 011.240021 $ 270.00 2nd Qtr FY 21/22 Surcharge TransmiƩal 011922011.240022 $ 26.00 2nd Qtr FY 21/22 Surcharge TransmiƩal 011922$ 3,740.0001/20/2022 608610011.1046.590000 $ 245.00 Labor 66543 011.0014861CALIFORNIA FRAME & AXLE001973 ‐ 011.1046.520000 $ 1,135.88 Front End Repair & Alignment Services~ 66714 011.0014861011.1046.590000 $ 552.50 Labor 66714 011.0014861$ 1,933.3801/20/2022 608611Printed: 2/9/2022 12:00:57PMPage 16 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE020.1084.900000 $ 137,077.40 Progress Payment #5~ 123121CEDRO CONSTRUCTION, INC007100 ‐ $ 137,077.4001/20/2022 608612011.1046.520000 $ 67.36 Auto Parts~ 382106 011.0014859CENTRAL FORD004163 ‐ 011.1046.520000 $ ‐65.68 Auto Parts~ 382663 011.0014859011.1046.520000 $ 240.08 Auto Parts~ 383096 011.0014859$ 241.7601/20/2022 608613011.1041.595200 $ 4,432.03 Mapping Fee 4th Qtr 2021 010622DEPARTMENT OF CONSERVATION000977 ‐ $ 4,432.0301/20/2022 608614055.9000.596200 $ 126.00 Professional Services~ 35637LSGDUNCAN WEINBERG GENZER007145 ‐ 055.9000.596200 $ 583.00 Professional Services~ 35638LSG$ 709.0001/20/2022 608615011.1046.520000 $ 212.69 Auto Parts~ 109726381 011.0014862FACTORY MOTOR PARTS006696 ‐ 011.1046.520000 $ 139.79 Auto Parts~ 167093599 011.0014862$ 352.4801/20/2022 608616011.1046.520000 $ 1,111.22 Auto Parts & Accessories~ 142734 011.0014858GARVEY EQUIPMENT COMPANY000399 ‐ 011.1046.520000 $ 63.47 Auto Parts & Accessories~ 142735 011.0014858$ 1,174.6901/20/2022 608617011.1031.502030 $ 1,500.00 Employer ContribuƟon 01/01/22 011922(2)HSA BANK004239 ‐ $ 1,500.0001/20/2022 608618Printed: 2/9/2022 12:00:57PMPage 17 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1002.502030 $ 500.00 Employer ContribuƟon ~ 011922HSA BANK004239 ‐ 011.1031.502030 $ 250.00 Employer ContribuƟon ~ 011922$ 750.0001/20/2022 608619011.1026.502031 $ 463.50 Medical Services / B. Malkenhorst 120621KEITH W. COWHEY, D.D.S., INC006883 ‐ $ 463.5001/20/2022 608620011.1046.590000 $ 18.00 Labor 4595 011.0014863LOPEZ & LOPEZ TIRE SERVICE003908 ‐ 011.1046.520000 $ 16.42 Tires, Accessories & Repairs~ 4644 011.0014863011.1046.590000 $ 75.00 Labor 4644 011.0014863011.1046.520000 $ 209.80 Tires, Accessories & Repairs~ 4722 011.0014863011.1046.590000 $ 75.00 Labor 4722 011.0014863$ 394.2201/20/2022 608621011.1033.467100 $ 50.00 Refund Overpayment in Error 011822ESTEBAN LOPEZ007282 ‐ $ 50.0001/20/2022 608622Printed: 2/9/2022 12:00:57PMPage 18 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 210.55 Auto Parts & Accessories~ 114934 011.0014864NAPA AUTO PARTS000309 ‐ 011.1046.520000 $ ‐60.23 Auto Parts & Accessories~ 114990 011.0014864011.1046.520000 $ 35.48 Auto Parts & Accessories~ 115314 011.0014864011.1046.520000 $ 91.49 Auto Parts & Accessories~ 115485 011.0014864011.1046.520000 $ 17.03 Auto Parts & Accessories~ 115489 011.0014864011.1046.520000 $ 71.12 Auto Parts & Accessories~ 115535 011.0014864011.1046.520000 $ 164.17 Auto Parts & Accessories~ 116421 011.0014864011.1046.520000 $ 82.66 Auto Parts & Accessories~ 116545 011.0014864011.1046.520000 $ 36.29 Auto Parts & Accessories~ 116582 011.0014864011.1046.520000 $ 72.02 Auto Parts & Accessories~ 117253 011.0014864011.1046.520000 $ 76.93 Auto Parts & Accessories~ 117348 011.0014864011.1046.520000 $ 367.88 Auto Parts & Accessories~ 117560 011.0014864011.1046.520000 $ 88.84 Auto Parts & Accessories~ 117593 011.0014864011.1046.520000 $ 58.34 Auto Parts & Accessories~ 117595 011.0014864011.1046.520000 $ 93.08 Auto Parts & Accessories~ 117623 011.0014864011.1046.520000 $ 89.37 Auto Parts & Accessories~ 117881 011.0014864011.1046.520000 $ 214.53 Auto Parts & Accessories~ 117883 011.0014864011.1046.520000 $ 71.00 Auto Parts & Accessories~ 118114 011.0014864$ 1,780.5501/20/2022 608623Printed: 2/9/2022 12:00:57PMPage 19 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 575.01 Auto Parts & Accessories~ 3049376927 011.0014860O'REILLY AUTO PARTS005934 ‐ 011.1046.520000 $ 226.37 Auto Parts & Accessories~ 3049377720 011.0014860011.1046.520000 $ 184.72 Auto Parts & Accessories~ 3049377763 011.0014860011.1046.520000 $ 708.55 Auto Parts & Accessories~ 3049378613 011.0014860011.1046.520000 $ 89.27 Auto Parts & Accessories~ 3049378777 011.0014860011.1046.520000 $ 88.43 Auto Parts & Accessories~ 3049378850 011.0014860$ 1,872.3501/20/2022 608624011.1046.590000 $ 964.00 Car Wash Services 291212QUALIFIED MOBILE, INC006612 ‐ 011.1046.590000 $ 1,010.50 Car Wash Services 291419011.1046.590000 $ 1,158.50 Car Wash Services 291667$ 3,133.0001/20/2022 608625011.1043.596200 $ 620.00 Traffic Engineering Services VE21017QUANTUM QUALITY CONSULTING, IN006956 ‐ 011.1043.595200 $ 1,580.00 Traffic Engineering Services VE21018$ 2,200.0001/20/2022 608626011.1060.595200 $ 8,479.50 Environmental RemediaƟon Services 12/211322032SESPE CONSULTING, INC006997 ‐ $ 8,479.5001/20/2022 608627Printed: 2/9/2022 12:00:57PMPage 20 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1049.590000 $ 65.00 Pest Control 07/21~ 410376740TERMINIX COMMERCIAL006985 ‐ 011.1048.590000 $ 75.00 Pest Control 07/21~ 410376879011.1048.590000 $ 65.00 Pest Control 07/21~ 410376969011.1049.590000 $ 65.00 Pest Control 07/21~ 410377057011.1048.590000 $ 80.00 Pest Control 07/21~ 410377169011.1049.590000 $ 65.00 Pest Control 07/21~ 410582032011.1049.590000 $ 65.00 Pest Control 07/21~ 410582032011.1049.590000 $ 65.00 Pest Control 07/21~ 410582033011.1049.590000 $ 65.00 Pest Control 07/21~ 410582033011.1049.590000 $ 84.00 Pest Control 11/21~ 414545837$ 694.0001/20/2022 608628011.1060.595200 $ 3,971.38 Vapor Monitoring & Sampling Services 51786918TETRA TECH, INC.002358 ‐ $ 3,971.3801/20/2022 608629011.1049.590000 $ 669.00 Elevator Service & Maintenance 3006340465THYSSENKRUPP ELEVATOR CORPORAT006132 ‐ $ 669.0001/20/2022 608630011.1049.520000 $ 1,721.25 Equipment & Tool Rental 201784597001UNITED RENTALS (NORTH AMERICA)000883 ‐ $ 1,721.2501/20/2022 608631055.8400.590000 $ 1,158.00 Fencing & Repairs 19626UNITED STEEL FENCE COMPANY005030 ‐ $ 1,158.0001/20/2022 608632Printed: 2/9/2022 12:00:57PMPage 21 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.9019.560010 $ 905.42 Period: 10/11/21 ‐ 11/10/21 9892501466VERIZON WIRELESS001481 ‐ $ 905.4201/20/2022 608633011.9019.560010 $ 585.74 Period: 10/21 72025267VERIZON WIRELESS001481 ‐ $ 585.7401/20/2022 608634055.8000.590000 $ 870.00 Oil Samples 5900329543WEIDMANN ELECTRICAL TECHNOLOGY002075 ‐ $ 870.0001/20/2022 608635011.9019.590110 $ 2,333.24 Lease Payment~ 2922760XEROX FINANCIAL SERVICES, LLC000743 ‐ $ 2,333.2401/20/2022 608636011.1043.520000 $ 2,926.42 Regulatory Signs & MounƟng Hardware~ 95023 011.0014929ZUMAR INDUSTRIES, INC001153 ‐ 011.1043.520000 $ 249.73 Regulatory Signs & MounƟng Hardware~ 95246011.0014929011.1043.520000 $ 1,139.74 Regulatory Signs & MounƟng Hardware~ 95248 011.0014929$ 4,315.8901/20/2022 608637011.1070.550000 $ 5,023.32 Catering Services~ 01242224 CARROTS CATERING & EVENTS007295 ‐ $ 5,023.3201/25/2022 608638056.5600.590000 $ 145.00 Gas Supplies~ 148878 056.0000636BASIN VALVE COMPANY002177 ‐ $ 145.0001/27/2022 608640Printed: 2/9/2022 12:00:57PMPage 22 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1031.570000 $ 160.00 Vehicle Repairs 4220BLACK & WHITE EMERGENCY VEHICL005366 ‐ 011.1031.570000 $ 80.00 Vehicle Repairs 4225011.1031.570000 $ 80.00 Vehicle Repairs 4315011.1031.570000 $ 100.00 Vehicle Repairs 4346$ 420.0001/27/2022 608641011.1060.595200 $ 2,320.95 Animal Control Services~ 10000327CITY OF DOWNEY001473 ‐ $ 2,320.9501/27/2022 608642055.8400.590000 $ 25.00 Refill Cylinders~ 643062 055.0002890CRAIG WELDING SUPPLY, CO000310 ‐ $ 25.0001/27/2022 608643011.1031.594200 $ 475.09 Parking CitaƟon Processing Services 132335DATA TICKET, INC006191 ‐ 011.1031.594200 $ 220.75 Parking CitaƟon Processing Services 133515$ 695.8401/27/2022 608644011.1046.520000 $ 1,100.00 Transmission Rebuild Kit 123021 011.0015073EL MONTE TRANSMISSION004093 ‐ 011.1046.590000 $ 1,300.00 Labor to Rebuild Transmission 123021 011.0015073011.1046.520000 $ 110.00 Sales Tax 10.00 123021$ 2,510.0001/27/2022 608645011.1031.596500 $ 208.00 CPCA 45th Annual Training Symposium 011322GRAY, BRANDON001137 ‐ $ 208.0001/27/2022 608646011.1026.596200 $ 96.00 Reimb. Live Scan 012522MELISSA HERNANDEZ007299 ‐ $ 96.0001/27/2022 608647Printed: 2/9/2022 12:00:57PMPage 23 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.8200.590000 $ 3,965.00 Professional Services 201510HORIZON AIR MEASUREMENT002590 ‐ $ 3,965.0001/27/2022 608648011.1026.594200 $ 97.50 ParƟcipaƟon Fee 253365IGOE & COMPANY, INC000686 ‐ $ 97.5001/27/2022 608649Printed: 2/9/2022 12:00:57PMPage 24 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 336.60 Paint & Materials 17514 011.0015074J&H AUTO BODY003122 ‐ 011.1046.520000 $ 4,863.27 Parts 17514 011.0015074011.1046.590000 $ 288.00 Frame 17514 011.0015074011.1046.590000 $ 170.00 Sublet Repairs 17514 011.0015074011.1046.590000 $ 785.20 Labor for Body Work 17514 011.0015074011.1046.590000 $ 514.80 Labor for Paint 17514 011.0015074011.1046.520000 $ 532.99 Sales Tax 10.25 17514011.1046.520000 $ 750.91 Parts 17516 011.0015075011.1046.520000 $ 299.20 Materials & Paint 17516 011.0015075011.1046.590000 $ 387.20 Labor for Paint 17516 011.0015075011.1046.590000 $ 726.00 Labor for Body Work 17516 011.0015075011.1046.520000 $ 107.64 Sales Tax 10.25 17516011.1046.520000 $ 493.20 Paint & Materials 17519 011.0015076011.1046.520000 $ 2,583.86 Parts 17519 011.0015076011.1046.590000 $ 280.00 Frame 17519 011.0015076011.1046.590000 $ 721.60 Labor Body Shop 17519 011.0015076011.1046.590000 $ 602.80 Paint Labor 17519 011.0015076011.1046.520000 $ 315.40 Sales Tax 10.25 17519$ 14,758.6701/27/2022 608650011.1031.596200 $ 1,200.00 Background InvesƟgaƟon VN003LACHER, DONALD006567 ‐ 011.1031.596200 $ 1,200.00 Background InvesƟgaƟon VN22001$ 2,400.0001/27/2022 608651Printed: 2/9/2022 12:00:57PMPage 25 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1031.594200 $ 123.62 InterpretaƟon Services 10423677LANGUAGE LINE SERVICES, INC003272 ‐ $ 123.6201/27/2022 608652011.1031.570000 $ 30.00 Car & Truck Wash Services 1159MAYWOOD CAR WASH000870 ‐ $ 30.0001/27/2022 608653011.1026.597000 $ 138.00 Medical Services 72617048OCCUPATIONAL HEALTH CENTERS OF006586 ‐ 011.1026.597000 $ 276.00 Medical Services 72763654011.1026.597000 $ 754.50 Medical Services 73155730011.1026.597000 $ 93.50 Medical Services 73311675011.1026.597000 $ 1,576.00 Medical Services 73683206011.1026.597000 $ 834.50 Medical Services 73776988$ 3,672.5001/27/2022 608654011.1026.596200 $ 52.00 Reimb. Live Scan 012522YONNIE PARKER007298 ‐ $ 52.0001/27/2022 608655011.1031.596500 $ 40.00 FBI LEEDA / Supervisor Leadership 122221PEREZ, NICHOLAS000296 ‐ $ 40.0001/27/2022 608656Printed: 2/9/2022 12:00:57PMPage 26 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1031.520000 $ 8.10 Laundry Services~ 11275 011.0014922STATE STREET LAUNDRY000191 ‐ 011.1031.520000 $ 5.40 Laundry Services~ 11276 011.0014922011.1031.520000 $ 11.70 Laundry Services~ 11277 011.0014922011.1031.520000 $ 9.90 Laundry Services~ 11278 011.0014922011.1031.520000 $ 11.70 Laundry Services~ 11279 011.0014922$ 46.8001/27/2022 608657011.1024.593200 $ 23,796.90 Re: Jerry Chavez v. City of Vernon~ 21396STREAM KIM HICKS WRAGE & ALFAR006438 ‐ $ 23,796.9001/27/2022 608658011.1031.594200 $ 1,782.50 Parking CitaƟons 12/21 010622SUPERIOR CT OF CAL OF LA005419 ‐ 011.1031.594200 $ 1,766.50 Parking CitaƟons 11/21 122721$ 3,549.0001/27/2022 608659011.1046.520000 $ 45.00 Flex Pipe 292686 011.0015078TEAM MPE, INC007127 ‐ 011.1046.590000 $ 85.00 Labor to Install Pipe 292686 011.0015078011.1046.520000 $ 4.61 Sales Tax 10.25 292686$ 134.6101/27/2022 608660011.1024.596600 $ 237.35 SoŌware SubscripƟon Charges 845436378THOMSON REUTERS ‐ WEST000141 ‐ 011.1024.596600 $ 237.35 SoŌware SubscripƟon Charges 845625122011.1031.596200 $ 1,276.60 SoŌware SubscripƟon Charges 845644960$ 1,751.3001/27/2022 608661Printed: 2/9/2022 12:00:57PMPage 27 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1004.520000 $ 177.09 Blank Checks 68389TYLER BUSINESS FORMS006739 ‐ $ 177.0901/27/2022 608662011.1043.590000 $ 6,471.90 Urban Forest Management Services 179387WEST COAST ARBORISTS, INC000317 ‐ $ 6,471.9001/27/2022 608663011.1049.590000 $ 560.00 InstallaƟon of (2)FireGuard Doors 265713WON DOOR CORPORATION001088 ‐ $ 560.0001/27/2022 608664TOTAL EARLY CHECKS$ 294,711.39Printed: 2/9/2022 12:00:57PMPage 28 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022RECAP BY FUNDFUNDELECTRONIC TOTALEARLY CHECK TOTALWARRANT TOTALGRAND TOTALS$ 1,583,990.74$ 1,710,183.60$0.00$ 126,192.86011 ‐ GENERAL1,543.01162,242.790.00160,699.78020 ‐ WATER8,502,736.868,509,713.680.006,976.82055 ‐ LIGHT & POWER802.831,644.760.00841.93056 ‐ NATURAL GAS47,172.8247,172.820.000.00057 ‐ FIBER OPTICGRAND TOTAL$ 10,430,957.65$0.00$ 294,711.39$ 10,136,246.26TOTAL CHECKS TO BE PRINTED 0Printed: 2/9/2022 12:00:57PMPage 29 of 30
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 81FEBRUARY 15, 2022VOID LISTCHECKNUMBERVENDOR NAMEAMOUNT608639 591 N BRONSON LLC $ 3,549.22Printed: 2/9/2022 12:00:57PMPage 30 of 30
City Council Agenda Item Report
Submitted by: Diana Figueroa
Submitting Department: Fire Department
Meeting Date: February 15, 2022
SUBJECT
Fire Department Activity Report
Recommendation:
Receive and file the December 2021 Fire Department Activity Report.
Background:
Attached is a copy of a Fire Department Activity Report which covers the period of December
1 through December 31, 2021. The report is provided by Los Angeles County Fire and
consists of incident details and a summary for the month.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Fire Department Activity Report - December 2021
COUNTY OF LOS ANGELES FIRE DEPARTMENT
CITY OF VERNON STATISTICS
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
12/01/21 LAC21384576 DIAA 600 - Good intent call,
other
South BOYLE VERNON
CA 90058
South BOYLE
Avenue
E13
12/01/21 LAC21385016 ALRWF 611 - Dispatched and
cancelled en route
2300 East 57TH
VERNON CA 90058
2300 East 57TH
Street
12/02/21 LAC21385277 EMS 321 - EMS call, excluding
vehicle accident with
injury
St South PACIFIC
VERNON CA 90058
St South PACIFIC
Boulevard
E52
12/02/21 LAC21385438 STRC 150 - Outside rubbish fire,
other
3655 South SOTO
VERNON CA 90058
3655 South SOTO
Street
E13 0 0
12/02/21 LAC21385490 INJB 321 - EMS call, excluding
vehicle accident with
injury
4321 South BOYLE
VERNON CA 90058
4321 South BOYLE
Avenue
E13
12/02/21 LAC21385839 BEHAVA 600 - Good intent call,
other
4480 South SANTA FE
VERNON CA 90058
4480 South SANTA
FE Avenue
E52
12/02/21 LAC21386030 EMS 321 - EMS call, excluding
vehicle accident with
injury
4903 South SANTA FE
VERNON CA 90058
4903 South SANTA
FE Avenue
E52
12/02/21 LAC21386087 TCA 321 - EMS call, excluding
vehicle accident with
injury
Downey South
DOWNEY VERNON CA
90058
Downey South
DOWNEY Road
S13
12/02/21 LAC21386094 TCA 600 - Good intent call,
other
DISTRICT VERNON
CA 90058
DISTRICT Boulevard E13
12/02/21 LAC21386180 UNC 700 - False alarm or false
call, other
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
S13
12/03/21 LAC21386481 ALRWF 700 - False alarm or false
call, other
4240 BANDINI
VERNON CA 90023
4240 BANDINI
Boulevard
E27
12/03/21 LAC21386486 INJA 321 - EMS call, excluding
vehicle accident with
injury
2340 East 52ND
VERNON CA 90058
2340 East 52ND
Street
E52
12/03/21 LAC21386534 CVA 321 - EMS call, excluding
vehicle accident with
injury
2425 East 30TH
VERNON CA 90058
2425 East 30TH
Street
E52
12/03/21 LAC21386649 ALRWFR 730 - System malfunction,
other
5800 South BOYLE
VERNON CA 90058
5800 South BOYLE
Avenue
12/03/21 LAC21386816 ALRA 700 - False alarm or false 5050 EVERETT 5050 EVERETT
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
call, other VERNON CA 90058 Court
12/03/21 LAC21386911 TCA 322 - Motor vehicle
accident with injuries
East 52ND
VERNON CA 90270
East 52ND
Drive
E163
12/03/21 LAC21387090 TCA 322 - Motor vehicle
accident with injuries
710 SB 710 NO
ATLANTIC VERNON
CA 90058
710 SB 710 NO
ATLANTIC
Boulevard
S3
12/03/21 LAC21387214 TCA 322 - Motor vehicle
accident with injuries
4105 BANDINI
VERNON CA 90023
4105 BANDINI
Boulevard
S13
12/04/21 LAC21387693 INJA 321 - EMS call, excluding
vehicle accident with
injury
2638 East VERNON
VERNON CA 90058
2638 East VERNON
Avenue
E52
12/04/21 LAC21387940 ALRA 611 - Dispatched and
cancelled en route
2300 East 57TH
VERNON CA 90058
2300 East 57TH
Street
12/04/21 LAC21388589 TCA 322 - Motor vehicle
accident with injuries
Atlantic BANDINI
VERNON CA 90040
Atlantic BANDINI
Boulevard
S13
12/05/21 LAC21389351 UNC 611 - Dispatched and
cancelled en route
3650 East 26TH
VERNON CA 90023
3650 East 26TH
Street
12/05/21 LAC21389648 TCB 600 - Good intent call,
other
South SANTA FE
VERNON CA 90058
South SANTA FE
Avenue
E52
12/05/21 LAC21389796 SPILL 411 - Gasoline or other
flammable liquid spill
4901 South ATLANTIC
VERNON CA 90040
4901 South
ATLANTIC
Boulevard
E27
12/06/21 LAC21390050 ALRA 611 - Dispatched and
cancelled en route
5333 South DOWNEY
VERNON CA 90058
5333 South
DOWNEY Road
E13
12/06/21 LAC21390075 ALREMS 730 - System malfunction,
other
4800 South ALAMEDA
VERNON CA 90058
4800 South
ALAMEDA Street
E52
12/06/21 LAC21390228 SZR 321 - EMS call, excluding
vehicle accident with
injury
4240 BANDINI
VERNON CA 90023
4240 BANDINI
Boulevard
S13
12/06/21 LAC21390372 STRC 611 - Dispatched and
cancelled en route
2638 East VERNON
VERNON CA 90058
2638 East VERNON
Avenue
E165
12/06/21 LAC21390455 ALRWF 611 - Dispatched and
cancelled en route
4592 East 48TH
VERNON CA 90058
4592 East 48TH
Street
E13
12/06/21 LAC21390703 ALRA 321 - EMS call, excluding
vehicle accident with
injury
4133 BANDINI
VERNON CA 90023
4133 BANDINI
Boulevard
12/07/21 LAC21391190 ALRMAN 611 - Dispatched and
cancelled en route
5300 South BOYLE
VERNON CA 90058
5300 South BOYLE
Avenue
S13
12/07/21 LAC21391403 RUB 600 - Good intent call,
other
6017 MALBURG
VERNON CA 90058
6017 MALBURG
Way
E13
12/07/21 LAC21391542 911 600 - Good intent call, 3333 South DOWNEY 3333 South E52
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
other VERNON CA 90023 DOWNEY Road
12/07/21 LAC21391569 SICKA 321 - EMS call, excluding
vehicle accident with
injury
BANDINI VERNON CA
90023
BANDINI Boulevard S164
12/07/21 LAC21391598 MISC1 600 - Good intent call,
other
3365 East SLAUSON
VERNON CA 90058
3365 East SLAUSON
Avenue
E13
12/07/21 LAC21392085 SICKA 321 - EMS call, excluding
vehicle accident with
injury
3200 East
WASHINGTON
VERNON CA 90023
3200 East
WASHINGTON
Boulevard
E52
12/08/21 LAC21392276 RUB 600 - Good intent call,
other
East VERNON
VERNON CA 90058
East VERNON
Avenue
E13
12/08/21 LAC21392955 BEHAVB 321 - EMS call, excluding
vehicle accident with
injury
East 37TH VERNON
CA 90058
East 37TH Street E52
12/08/21 LAC21393159 TCB 321 - EMS call, excluding
vehicle accident with
injury
5075 South SANTA FE
VERNON CA 90058
5075 South SANTA
FE Avenue
E52
12/08/21 LAC21393322 TCB 321 - EMS call, excluding
vehicle accident with
injury
2424 East 26TH
VERNON CA 90058
2424 East 26TH
Street
E52
12/09/21 LAC21393694 TCB 500 - Service call, other South BOYLE VERNON
CA 90058
South BOYLE
Avenue
E13
12/09/21 LAC21394064 ALRA 611 - Dispatched and
cancelled en route
4401 South DOWNEY
VERNON CA 90058
4401 South
DOWNEY Road
12/09/21 LAC21394097 TCB 321 - EMS call, excluding
vehicle accident with
injury
5119 DISTRICT
VERNON CA 90058
5119 DISTRICT
Boulevard
E163
12/09/21 LAC21394098 TCA 321 - EMS call, excluding
vehicle accident with
injury
East SLAUSON
VERNON CA 90058
East SLAUSON
Avenue
S13
12/09/21 LAC21394378 TCB 300 - Rescue, EMS
incident, other
4444 AYERS VERNON
CA 90023
4444 AYERS Avenue E27
12/09/21 LAC21394397 UNC 300 - Rescue, EMS
incident, other
3200 East SLAUSON
VERNON CA 90058
3200 East SLAUSON
Avenue
S164
12/10/21 LAC21394559 ALRA 700 - False alarm or false
call, other
4010 East 26TH
VERNON CA 90023
4010 East 26TH
Street
E27
12/10/21 LAC21395228 TCA 300 - Rescue, EMS
incident, other
South DOWNEY
VERNON CA 90023
South DOWNEY
Road
S13
12/10/21 LAC21395232 STRC 162 - Outside equipment
fire
2727 East VERNON
VERNON CA 90058
2727 East VERNON
Avenue
S164 10,000
12/11/21 LAC21395747 ALRA 500 - Service call, other 4010 East 26TH
VERNON CA 90023
4010 East 26TH
Street
E27
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
12/11/21 LAC21395765 ALRA 500 - Service call, other 4100 BANDINI
VERNON CA 90023
4100 BANDINI
Boulevard
E27
12/11/21 LAC21395875 ALRA 500 - Service call, other 4100 BANDINI
VERNON CA 90023
4100 BANDINI
Boulevard
E27
12/11/21 LAC21396587 SICKA 300 - Rescue, EMS
incident, other
2775 East 26TH
VERNON CA 90023
2775 East 26TH
Street
E52
12/12/21 LAC21396936 DB 300 - Rescue, EMS
incident, other
4440 DISTRICT
VERNON CA 90058
4440 DISTRICT
Boulevard
E13
12/12/21 LAC21397542 UNC 321 - EMS call, excluding
vehicle accident with
injury
2500 East VERNON
VERNON CA 90058
2500 East VERNON
Avenue
E52
12/13/21 LAC21398150 BLEEDA 321 - EMS call, excluding
vehicle accident with
injury
2701 South SANTA FE
VERNON CA 90058
2701 South SANTA
FE Avenue
E52
12/13/21 LAC21398269 GRS 118 - Trash or rubbish fire,
contained
3365 East SLAUSON
VERNON CA 90058
3365 East SLAUSON
Avenue
S13
12/13/21 LAC21398462 PA DISTRICT VERNON
CA 90040
DISTRICT Boulevard E163
12/13/21 LAC21398797 TCA 600 - Good intent call,
other
Soto South SOTO
VERNON CA 90058
Soto South SOTO
Street
S13
12/13/21 LAC21398969 INVO 611 - Dispatched and
cancelled en route
East SLAUSON
VERNON CA 90058
East SLAUSON
Avenue
E13
12/13/21 LAC21399220 INVO 600 - Good intent call,
other
4600 BANDINI
VERNON CA 90040
4600 BANDINI
Boulevard
E27
12/14/21 LAC21399308 INJA 321 - EMS call, excluding
vehicle accident with
injury
East 50TH VERNON
CA 90058
East 50TH Street E163
12/14/21 LAC21399400 UNC 600 - Good intent call,
other
South ALAMEDA
VERNON CA 90255
South ALAMEDA
Street
E52
12/14/21 LAC21399437 WATER 363 - Swift water rescue Soto BANDINI
VERNON CA 90058
Soto BANDINI
Boulevard
S13
12/14/21 LAC21399453 ALRWFR 321 - EMS call, excluding
vehicle accident with
injury
2845 East 26TH
VERNON CA 90023
2845 East 26TH
Street
E27
12/14/21 LAC21399690 WATER 342 - Search for person in
water
South SOTO VERNON
CA 90058
South SOTO Street E13
12/14/21 LAC21399782 ALRA 600 - Good intent call,
other
3346 East LEONIS
VERNON CA 90058
3346 East LEONIS
Boulevard
E52
12/14/21 LAC21400171 ALRMAN 600 - Good intent call,
other
5300 South BOYLE
VERNON CA 90058
5300 South BOYLE
Avenue
E13
12/14/21 LAC21400202 INVO 600 - Good intent call, LOS ANGELES LOS ANGELES E13
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
other VERNON CA 90040 River
12/14/21 LAC21400243 INVO 600 - Good intent call,
other
South SOTO VERNON
CA 90058
South SOTO Street E13
12/14/21 LAC21400501 VEH 131 - Passenger vehicle
fire
3883 South SOTO
VERNON CA 90058
3883 South SOTO
Street
E52 18,000
12/14/21 LAC21400721 INVO 900 - Special type of
incident, other
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
Q13
12/15/21 LAC21400785 ALRAR 611 - Dispatched and
cancelled en route
4820 East 50TH
VERNON CA 90058
4820 East 50TH
Street
E163
12/15/21 LAC21400920 EMS 600 - Good intent call,
other
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
S13
12/15/21 LAC21401426 ALRA 531 - Smoke or odor
removal
4789 LOMA VISTA
VERNON CA 90058
4789 LOMA VISTA
Avenue
E13
12/15/21 LAC21401739 STRC 150 - Outside rubbish fire,
other
South SOTO VERNON
CA 90058
South SOTO Street Q13
12/16/21 LAC21402267 GASI 500 - Service call, other 3851 South SOTO
VERNON CA 90058
3851 South SOTO
Street
E52
12/16/21 LAC21402426 ALRWF 611 - Dispatched and
cancelled en route
2300 East 57TH
VERNON CA 90058
2300 East 57TH
Street
12/16/21 LAC21402610 DB 321 - EMS call, excluding
vehicle accident with
injury
2608 East 37TH
VERNON CA 90058
2608 East 37TH
Street
E52
12/16/21 LAC21402768 TCB 322 - Motor vehicle
accident with injuries
4505 BANDINI
VERNON CA 90040
4505 BANDINI
Boulevard
E27
12/16/21 LAC21402991 ASSLTB 321 - EMS call, excluding
vehicle accident with
injury
South DOWNEY
VERNON CA 90058
South DOWNEY
Road
E13
12/16/21 LAC21403151 ASSLTB 321 - EMS call, excluding
vehicle accident with
injury
3737 South SOTO
VERNON CA 90058
3737 South SOTO
Street
E52
12/16/21 LAC21403197 SICKB 321 - EMS call, excluding
vehicle accident with
injury
South SANTA FE
VERNON CA 90058
South SANTA FE
Avenue
E52
12/17/21 LAC21403456 EMS 321 - EMS call, excluding
vehicle accident with
injury
3821 South SANTA FE
VERNON CA 90058
3821 South SANTA
FE Avenue
E52
12/17/21 LAC21403487 ALREMS 600 - Good intent call,
other
2350 East 48TH
VERNON CA 90058
2350 East 48TH
Street
E52
12/17/21 LAC21403654 ABDA 321 - EMS call, excluding
vehicle accident with
injury
3851 South SOTO
VERNON CA 90058
3851 South SOTO
Street
S13
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
12/17/21 LAC21403738 TCA 321 - EMS call, excluding
vehicle accident with
injury
2316 East 38TH
VERNON CA 90058
2316 East 38TH
Street
E52
12/17/21 LAC21403762 ALRWF 745 - Alarm system
activation, no fire -
unintentional
2909 East LEONIS
VERNON CA 90058
2909 East LEONIS
Boulevard
E52
12/17/21 LAC21403790 INVO 600 - Good intent call,
other
East WASHINGTON
VERNON CA 90023
East WASHINGTON
Boulevard
E52
12/17/21 LAC21404158 ALRA 522 - Water or steam leak 2670 East LEONIS
VERNON CA 90058
2670 East LEONIS
Boulevard
E52
12/17/21 LAC21404197 ALRWFR 745 - Alarm system
activation, no fire -
unintentional
2909 East LEONIS
VERNON CA 90058
2909 East LEONIS
Boulevard
E52
12/17/21 LAC21404339 MAT 321 - EMS call, excluding
vehicle accident with
injury
2601 South SANTA FE
VERNON CA 90058
2601 South SANTA
FE Avenue
E52
12/17/21 LAC21404505 TCP 322 - Motor vehicle
accident with injuries
St South ALAMEDA
VERNON CA 90255
St South ALAMEDA
Street
S164
12/18/21 LAC21404618 TCA 322 - Motor vehicle
accident with injuries
3030 South ATLANTIC
VERNON CA 90040
3030 South
ATLANTIC
Boulevard
E27
12/18/21 LAC21404811 ABDA 321 - EMS call, excluding
vehicle accident with
injury
South SOTO VERNON
CA 90023
South SOTO Street E52
12/18/21 LAC21404892 TREE 151 - Outside rubbish,
trash or waste fire
BANDINI VERNON CA
90023
BANDINI Boulevard E52
12/18/21 LAC21404896 INJA 321 - EMS call, excluding
vehicle accident with
injury
5119 DISTRICT
VERNON CA 90058
5119 DISTRICT
Boulevard
S163
12/18/21 LAC21405290 EMS 321 - EMS call, excluding
vehicle accident with
injury
4433 East EXCHANGE
VERNON CA 90058
4433 East
EXCHANGE Avenue
S13
12/19/21 LAC21405774 MISC1 151 - Outside rubbish,
trash or waste fire
East WASHINGTON
VERNON CA 90023
East WASHINGTON
Boulevard
E52
12/19/21 LAC21405942 EMS 300 - Rescue, EMS
incident, other
East SLAUSON
VERNON CA 90058
East SLAUSON
Avenue
S13
12/19/21 LAC21406081 DB 321 - EMS call, excluding
vehicle accident with
injury
4462 South PACIFIC
VERNON CA 90058
4462 South PACIFIC
Boulevard
S13
12/19/21 LAC21406102 STRC 441 - Heat from short
circuit (wiring),
defective/worn
2300 East 57TH
VERNON CA 90058
2300 East 57TH
Street
S164
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
12/19/21 LAC21406205 TCP 611 - Dispatched and
cancelled en route
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
E27
12/20/21 LAC21407216 TCA 320 - Emergency medical
service, other
00 DISTRICT VERNON
CA 90040
00 DISTRICT
Boulevard
S163
12/20/21 LAC21407465 INVO 151 - Outside rubbish,
trash or waste fire
South SOTO VERNON
CA 90023
South SOTO Street E52
12/21/21 LAC21408570 ASSLTB 300 - Rescue, EMS
incident, other
Atlantic South
ATLANTIC VERNON
CA 90040
Atlantic South
ATLANTIC
Boulevard
E163
12/21/21 LAC21408643 BEHAVB 321 - EMS call, excluding
vehicle accident with
injury
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
E163
12/21/21 LAC21408650 INVI 520 - Water problem,
other
2750 JEWEL VERNON
CA 90058
2750 JEWEL Avenue E52
12/21/21 LAC21408728 ALRA 745 - Alarm system
activation, no fire -
unintentional
5300 South BOYLE
VERNON CA 90058
5300 South BOYLE
Avenue
E13
12/22/21 LAC21409288 INJA 321 - EMS call, excluding
vehicle accident with
injury
3049 East VERNON
VERNON CA 90058
3049 East VERNON
Avenue
E52
12/22/21 LAC21409347 ALRWF 744 - Detector activation,
no fire - unintentional
2300 East 57TH
VERNON CA 90058
2300 East 57TH
Street
E52
12/22/21 LAC21409354 ABDB 321 - EMS call, excluding
vehicle accident with
injury
2701 South SANTA FE
VERNON CA 90058
2701 South SANTA
FE Avenue
E13
12/22/21 LAC21409387 ALRWF 611 - Dispatched and
cancelled en route
3163 East VERNON
VERNON CA 90058
3163 East VERNON
Avenue
12/22/21 LAC21409508 CP 300 - Rescue, EMS
incident, other
2834 East 46TH
VERNON CA 90058
2834 East 46TH
Street
E52
12/22/21 LAC21409510 INJB 321 - EMS call, excluding
vehicle accident with
injury
5501 South DOWNEY
VERNON CA 90058
5501 South
DOWNEY Road
E165
12/22/21 LAC21410007 TCA 321 - EMS call, excluding
vehicle accident with
injury
1 East 55TH VERNON
CA 90058
1 East 55TH Street S164
12/22/21 LAC21410087 INJA 321 - EMS call, excluding
vehicle accident with
injury
5151 South ALCOA
VERNON CA 90058
5151 South ALCOA
Avenue
S13
12/22/21 LAC21410368 ASSLTB 321 - EMS call, excluding
vehicle accident with
injury
1 South ATLANTIC
VERNON CA 90040
1 South ATLANTIC
Boulevard
E27
12/23/21 LAC21410579 UNC 321 - EMS call, excluding 4401 South DOWNEY 4401 South E13
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
vehicle accident with
injury
VERNON CA 90058 DOWNEY Road
12/23/21 LAC21410584 UNC 321 - EMS call, excluding
vehicle accident with
injury
3049 East VERNON
VERNON CA 90058
3049 East VERNON
Avenue
E52
12/23/21 LAC21411006 WATER 363 - Swift water rescue 2674 East 26TH
VERNON CA 90058
2674 East 26TH
Street
E52
12/23/21 LAC21411101 TCA 321 - EMS call, excluding
vehicle accident with
injury
South BOYLE VERNON
CA 90058
South BOYLE
Avenue
S13
12/23/21 LAC21411573 TCB 600 - Good intent call,
other
East 27TH VERNON
CA 90058
East 27TH Street E52
12/23/21 LAC21411579 ALRWF 700 - False alarm or false
call, other
2369 East 51ST
VERNON CA 90058
2369 East 51ST
Street
E52
12/24/21 LAC21411806 ALRA 700 - False alarm or false
call, other
4601 South SOTO
VERNON CA 90058
4601 South SOTO
Street
E52
12/24/21 LAC21411863 ALRA 700 - False alarm or false
call, other
4920 South BOYLE
VERNON CA 90058
4920 South BOYLE
Avenue
E13
12/24/21 LAC21411944 INVO 550 - Public service
assistance, other
4120 BANDINI
VERNON CA 90023
4120 BANDINI
Boulevard
Q27
12/24/21 LAC21412153 ALRA 735 - Alarm system
sounded due to
malfunction
4601 South SOTO
VERNON CA 90058
4601 South SOTO
Street
E52
12/24/21 LAC21412251 ALRWF 735 - Alarm system
sounded due to
malfunction
2845 East 26TH
VERNON CA 90023
2845 East 26TH
Street
E52
12/24/21 LAC21412665 ALRMAN 745 - Alarm system
activation, no fire -
unintentional
3220 East 26TH
VERNON CA 90023
3220 East 26TH
Street
E52
12/25/21 LAC21413482 GRS South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
E163
12/25/21 LAC21413885 ALRWFR 700 - False alarm or false
call, other
4444 AYERS VERNON
CA 90023
4444 AYERS Avenue
12/26/21 LAC21414782 ALRWF 522 - Water or steam leak 2727 East VERNON
VERNON CA 90058
2727 East VERNON
Avenue
E52
12/26/21 LAC21414856 SICKB 321 - EMS call, excluding
vehicle accident with
injury
6121 MALBURG
VERNON CA 90058
6121 MALBURG
Way
E13
12/26/21 LAC21414900 WIRES 440 - Electrical
wiring/equipment problem,
other
4770 DISTRICT
VERNON CA 90058
4770 DISTRICT
Boulevard
E13
12/27/21 LAC21415330 ALRA 700 - False alarm or false 4010 East 26TH 4010 East 26TH
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
call, other VERNON CA 90023 Street
12/27/21 LAC21415353 INVI 641 - Vicinity alarm
(incident in other location)
4910 BANDINI
VERNON CA 90201
4910 BANDINI
Boulevard
E27
12/27/21 LAC21415863 SICKB 321 - EMS call, excluding
vehicle accident with
injury
4400 South PACIFIC
VERNON CA 90058
4400 South PACIFIC
Boulevard
E52
12/27/21 LAC21416040 SICKB 321 - EMS call, excluding
vehicle accident with
injury
1 South SOTO
VERNON CA 90058
1 South SOTO Street E52
12/27/21 LAC21416145 ALRWF 300 - Rescue, EMS
incident, other
2369 East 51ST
VERNON CA 90058
2369 East 51ST
Street
E52
12/27/21 LAC21416185 ALRA 700 - False alarm or false
call, other
4625 DISTRICT
VERNON CA 90058
4625 DISTRICT
Boulevard
E13
12/27/21 LAC21416242 ALRAR 611 - Dispatched and
cancelled en route
2901 FRUITLAND
VERNON CA 90058
2901 FRUITLAND
Avenue
12/28/21 LAC21416576 SZR 321 - EMS call, excluding
vehicle accident with
injury
1931 East 27TH
VERNON CA 90058
1931 East 27TH
Street
E52
12/28/21 LAC21416585 ALRA 700 - False alarm or false
call, other
4010 East 26TH
VERNON CA 90023
4010 East 26TH
Street
E27
12/28/21 LAC21416923 SICKA 321 - EMS call, excluding
vehicle accident with
injury
4454 South PACIFIC
VERNON CA 90058
4454 South PACIFIC
Boulevard
E52
12/28/21 LAC21417258 ALRWF 600 - Good intent call,
other
2369 East 51ST
VERNON CA 90058
2369 East 51ST
Street
E52
12/28/21 LAC21417336 TCP 322 - Motor vehicle
accident with injuries
Soto East LEONIS
VERNON CA 90058
Soto East LEONIS
Boulevard
S13
12/28/21 LAC21417386 DB 321 - EMS call, excluding
vehicle accident with
injury
4415 BANDINI
VERNON CA 90023
4415 BANDINI
Boulevard
S13
12/28/21 LAC21417571 UNC 611 - Dispatched and
cancelled en route
1234 South BOYLE
VERNON CA 90058
1234 South BOYLE
Avenue
S13
12/28/21 LAC21417619 MAT 611 - Dispatched and
cancelled en route
East VERNON
VERNON CA 90058
East VERNON
Avenue
12/28/21 LAC21417766 RUB 150 - Outside rubbish fire,
other
East 57TH VERNON
CA 90058
East 57TH Street E52
12/29/21 LAC21417885 SICKA 321 - EMS call, excluding
vehicle accident with
injury
26 26th VERNON CA
90023
26 26th Street S13
12/29/21 LAC21418192 INJA 321 - EMS call, excluding
vehicle accident with
injury
3113 East 26TH
VERNON CA 90023
3113 East 26TH
Street
E52
DECEMBER 2021 CITY DETAILS
Alarm
Date Time
Basic Incident
Number (FD1)
Cad Initial Cad
Incident Type
Description
Incident Type Address Basic Incident Full
Street Address
Basic First Arrived
At Scene
Apparatus ID
Basic
Property
Losses
(FD1.35)
Basic Content
Losses
(FD1.36)
12/29/21 LAC21418612 STR 113 - Cooking fire,
confined to container
BANDINI VERNON CA
90058
BANDINI Boulevard E52 100
12/29/21 LAC21418985 ALRWF 520 - Water problem,
other
2275 East 37TH
VERNON CA 90058
2275 East 37TH
Street
E52
12/29/21 LAC21419021 ALRWF 611 - Dispatched and
cancelled en route
2137 East 37TH
VERNON CA 90058
2137 East 37TH
Street
12/30/21 LAC21419127 ALRA 744 - Detector activation,
no fire - unintentional
4601 South SOTO
VERNON CA 90058
4601 South SOTO
Street
E52
12/30/21 LAC21419264 ALRA 735 - Alarm system
sounded due to
malfunction
5000 South PACIFIC
VERNON CA 90058
5000 South PACIFIC
Boulevard
E52
12/30/21 LAC21419353 ALRA 735 - Alarm system
sounded due to
malfunction
4601 South SOTO
VERNON CA 90058
4601 South SOTO
Street
E52
12/30/21 LAC21419575 ALRA 611 - Dispatched and
cancelled en route
4601 South SOTO ST
#A VERNON CA 90058
4601 South SOTO
ST #A
12/30/21 LAC21419822 CP 321 - EMS call, excluding
vehicle accident with
injury
4700 DISTRICT
VERNON CA 90058
4700 DISTRICT
Boulevard
Q13
12/30/21 LAC21419906 ALRA 611 - Dispatched and
cancelled en route
3163 East VERNON
VERNON CA 90058
3163 East VERNON
Avenue
12/30/21 LAC21420180 CP 321 - EMS call, excluding
vehicle accident with
injury
5119 DISTRICT
VERNON CA 90058
5119 DISTRICT
Boulevard
E163
12/30/21 LAC21420409 ABDB 321 - EMS call, excluding
vehicle accident with
injury
4820 East 50TH
VERNON CA 90058
4820 East 50TH
Street
E163
12/31/21 LAC21420689 ALRA 735 - Alarm system
sounded due to
malfunction
3163 East VERNON
VERNON CA 90058
3163 East VERNON
Avenue
E52
12/31/21 LAC21420737 ALRA 735 - Alarm system
sounded due to
malfunction
3163 East VERNON
VERNON CA 90058
3163 East VERNON
Avenue
E52
12/31/21 LAC21420780 WIRES 440 - Electrical
wiring/equipment problem,
other
1945 East 55TH
VERNON CA 90058
1945 East 55TH
Street
E13
12/31/21 LAC21421366 SZR 321 - EMS call, excluding
vehicle accident with
injury
6074 MALBURG
VERNON CA 90058
6074 MALBURG
Way
S13
Count: 168
DECEMBER 2021 CITY DETAILS
COUNTY OF LOS ANGELES FIRE DEPARTMENT
CITY OF VERNON STATISTICS
DECEMBER 2021 TYPES AND TOTALS
Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned
Basic Incident Type Category (FD1.21): (None)
GRS 1
PA 1
Total: 2 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 1 - Fire
GRS 118 - Trash or rubbish fire, contained 1
INVO 151 - Outside rubbish, trash or waste fire 1
MISC1 151 - Outside rubbish, trash or waste fire 1
RUB 150 - Outside rubbish fire, other 1
STR 113 - Cooking fire, confined to container 1 100
STRC 150 - Outside rubbish fire, other 2 $0 0
STRC 162 - Outside equipment fire 1 10,000
TREE 151 - Outside rubbish, trash or waste fire 1
VEH 131 - Passenger vehicle fire 1 $18,000
Total: 10 Total: $18,000 Total: 10,100 Total: 0
Basic Incident Type Category (FD1.21): 3 - Rescue & Emergency Medical Service Incident
ABDA 321 - EMS call, excluding vehicle accident with injury 2
ABDB 321 - EMS call, excluding vehicle accident with injury 2
ALRA 321 - EMS call, excluding vehicle accident with injury 1
ALRWF 300 - Rescue, EMS incident, other 1
ALRWFR 321 - EMS call, excluding vehicle accident with injury 1
ASSLTB 300 - Rescue, EMS incident, other 1
ASSLTB 321 - EMS call, excluding vehicle accident with injury 3
BEHAVB 321 - EMS call, excluding vehicle accident with injury 2
BLEEDA 321 - EMS call, excluding vehicle accident with injury 1
CP 300 - Rescue, EMS incident, other 1
CP 321 - EMS call, excluding vehicle accident with injury 2
CVA 321 - EMS call, excluding vehicle accident with injury 1
DB 300 - Rescue, EMS incident, other 1
Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned
DB 321 - EMS call, excluding vehicle accident with injury 3
EMS 300 - Rescue, EMS incident, other 1
EMS 321 - EMS call, excluding vehicle accident with injury 4
INJA 321 - EMS call, excluding vehicle accident with injury 7
INJB 321 - EMS call, excluding vehicle accident with injury 2
MAT 321 - EMS call, excluding vehicle accident with injury 1
SICKA 300 - Rescue, EMS incident, other 1
SICKA 321 - EMS call, excluding vehicle accident with injury 4
SICKB 321 - EMS call, excluding vehicle accident with injury 4
SZR 321 - EMS call, excluding vehicle accident with injury 3
TCA 300 - Rescue, EMS incident, other 1
TCA 320 - Emergency medical service, other 1
TCA 321 - EMS call, excluding vehicle accident with injury 5
TCA 322 - Motor vehicle accident with injuries 5
TCB 300 - Rescue, EMS incident, other 1
TCB 321 - EMS call, excluding vehicle accident with injury 3
TCB 322 - Motor vehicle accident with injuries 1
TCP 322 - Motor vehicle accident with injuries 2
UNC 300 - Rescue, EMS incident, other 1
UNC 321 - EMS call, excluding vehicle accident with injury 3
WATER 342 - Search for person in water 1
WATER 363 - Swift water rescue 2
Total: 75 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 4 - Hazardous Condition (No Fire)
SPILL 411 - Gasoline or other flammable liquid spill 1
STRC 441 - Heat from short circuit (wiring), defective/worn 1
WIRES 440 - Electrical wiring/equipment problem, other 2
Total: 4 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 5 - Service Call
ALRA 500 - Service call, other 3
ALRA 522 - Water or steam leak 1
ALRA 531 - Smoke or odor removal 1
ALRWF 520 - Water problem, other 1
ALRWF 522 - Water or steam leak 1
GASI 500 - Service call, other 1
INVI 520 - Water problem, other 1
DECEMBER 2021 TYPES AND TOTALS
Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned
INVO 550 - Public service assistance, other 1
TCB 500 - Service call, other 1
Total: 11 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 6 - Good Intent Call
911 600 - Good intent call, other 1
ALRA 600 - Good intent call, other 1
ALRA 611 - Dispatched and cancelled en route 5
ALRAR 611 - Dispatched and cancelled en route 2
ALREMS 600 - Good intent call, other 1
ALRMAN 600 - Good intent call, other 1
ALRMAN 611 - Dispatched and cancelled en route 1
ALRWF 600 - Good intent call, other 1
ALRWF 611 - Dispatched and cancelled en route 5
BEHAVA 600 - Good intent call, other 1
DIAA 600 - Good intent call, other 1
EMS 600 - Good intent call, other 1
INVI 641 - Vicinity alarm (incident in other location) 1
INVO 600 - Good intent call, other 4
INVO 611 - Dispatched and cancelled en route 1
MAT 611 - Dispatched and cancelled en route 1
MISC1 600 - Good intent call, other 1
RUB 600 - Good intent call, other 2
STRC 611 - Dispatched and cancelled en route 1
TCA 600 - Good intent call, other 2
TCB 600 - Good intent call, other 2
TCP 611 - Dispatched and cancelled en route 1
UNC 600 - Good intent call, other 1
UNC 611 - Dispatched and cancelled en route 2
Total: 40 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 7 - False Alarm & False Call
ALRA 700 - False alarm or false call, other 7
ALRA 735 - Alarm system sounded due to malfunction 5
ALRA 744 - Detector activation, no fire - unintentional 1
ALRA 745 - Alarm system activation, no fire - unintentional 1
ALREMS 730 - System malfunction, other 1
ALRMAN 745 - Alarm system activation, no fire - unintentional 1
DECEMBER 2021 TYPES AND TOTALS
Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned
ALRWF 700 - False alarm or false call, other 2
ALRWF 735 - Alarm system sounded due to malfunction 1
ALRWF 744 - Detector activation, no fire - unintentional 1
ALRWF 745 - Alarm system activation, no fire - unintentional 1
ALRWFR 700 - False alarm or false call, other 1
ALRWFR 730 - System malfunction, other 1
ALRWFR 745 - Alarm system activation, no fire - unintentional 1
UNC 700 - False alarm or false call, other 1
Total: 25 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 9 - Special Incident Type
INVO 900 - Special type of incident, other 1
Total: 1 Total: $0 Total: 0 Total: 0
Total: 168 Total: $18,000 Total: 10,100 Total:
DECEMBER 2021 TYPES AND TOTALS
City Council Agenda Item Report
Submitted by: Donna Aggers
Submitting Department: Police Department
Meeting Date: February 15, 2022
SUBJECT
Police Department Activity Report
Recommendation:
Receive and file the December 2021 Police Department Activity Report.
Background:
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 stolen vehicles, the
number of citations issued, and the number of reports filed.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Police Department Activity Report - December 2021
Type
VERNON POLICE DEPARTMENT
Department Activity Report
Jurisdiction:
First Date:
Last Date:
12/01/2021
12/31/2021
Department All Units Primary Unit
VERNON
Description
Complaint
VPD
10-6 OFFICER IS 10-6 C7,961,962,10-10, WASH, EQUIPMENT,ETC 248 236
10-96C 10-96 CHARLES (CITY HALL SECURITY CHECK)7 7
10-96H PICK UP THE JAIL PAPER WORK FROM HP JAIL 5 4
140 SUPPLEMENTAL REPORT 7 6
20001 INJURY HIT AND RUN 2 1
20001R INJURY HIT AND RUN REPORT 5 2
20002 NON-INJURY HIT AND RUN 6 3
20002R NON-INJURY HIT AND RUN REPORT 31 20
211R ROBBERY REPORT 3 1
211S SILENT ROBBERY ALARM 3 1
23110B FELONY MISSILE THROWING AT A VEHICLE 1 1
242 BATTERY 19 7
242R BATTERY REPORT 3 3
245R ASSAULT WITH A DEADLY WEAPON REPORT 3 1
246 SHOOTING AT AN OCCUPIED DWELLING OR VEHICLE 4 1
246R SHOOTING AT AN OCCUPIED DWELLING OR VEHICLE REPORT 2 1
273.5R DOMESTIC VIOLENCE REPORT 4 1
415 DISTURBING THE PEACE 63 21
417 BRANDISHING A WEAPON 12 2
422 TERRORIST THREATS 4 1
422R TERRORIST THREATS REPORT 1 1
459 BURGLARY 5 1
459A AUDIBLE BURGLARY ALARM 338 196
459R BURGLARY REPORT 8 4
459S SILENT BURGLARY ALARM 23 9
459V BURGLARY TO A VEHICLE 9 2
459VR BURGLARY TO A VEHICLE REPORT 7 6
470R FORGERY REPORT 2 2
476R FRAUD REPORT 7 7
484 PETTY THEFT 9 3
484R PETTY THEFT REPORT 12 10
487R GRAND THEFT REPORT 14 9
496R RECEIVING STOLEN PROPERTY REPORT 7 1
503R EMBEZZLEMENT REPORT 2 1
586 PARKING PROBLEM 108 95
586E PARKING ENFORCEMENT 79 67
594 VANDALISM 14 4
594R VANDALISM REPORT 7 6
602 TRESPASS 63 27
901 UNKNOWN INJURY TRAFFIC COLLISION 5 2
901T INJURY TRAFFIC COLLISION 31 11
901TR INJURY TRAFFIC COLLISION REPORT 5 2
902T NON-INJURY TRAFFIC COLLISION 136 70
902TR NON-INJURY TRAFFIC COLLISION REPORT 6 5
909C TRAFFIC CONTROL 3 1
909T TRAFFIC HAZARD 5 4
911 911 MISUSE / HANGUP 26 18
1Page of 301/01/2022 00:01:39
Type
VERNON POLICE DEPARTMENT
Department Activity Report
Jurisdiction:
First Date:
Last Date:
12/01/2021
12/31/2021
Department All Units Primary Unit
VERNON
Description
Complaint
VPD
911A CONTACT THE REPORTING PARTY 41 25
917A ABANDONED VEHICLE 11 6
925 SUSPICIOUS CIRCUMSTANCES 95 40
927 UNKNOWN TROUBLE 7 2
A459VR ATTEMPT BURGLARY TO A VEHICLE REPORT 2 1
A484 ATTEMPT PETTY THEFT 3 2
A484R ATTEMPT PETTY THEFT REPORT 1 1
A487R ATTEMPT GRAND THEFT REPORT 3 2
AGTA ATTEMPT GRAND THEFT AUTO 4 1
AGTAR ATTEMPT GRAND THEFT AUTO REPORT 4 3
ASSISTFD ASSIST FIRE DEPARTMENT 56 22
BOSIG BROKEN SIGNAL OR LIGHT 6 5
BOVEH BROKEN DOWN VEHICLE 45 31
CITCK CITATION CHECK 1 1
CIVIL CIVIL MATTER 4 2
CODE5 SURVEILLANCE/STAKE-OUT 2 1
COP COP DETAIL 3 2
DET DETECTIVE INVESTIGATION 45 20
DETAIL DETAIL 5 4
DPTAST DEPARTMENTAL ASSIST 10 4
DUI DRIVING UNDER THE INFLUENCE 2 1
DUI CKPT DUI CHECK POINT 1 1
DUITRAFFIC DUI CHECK POINT TRAFFIC 2 2
DUST DUST FOR PRINTS 2 1
FILING OFFICER IS 10-6 REPORT WRITING 122 120
FOUND FOUND PROPERTY REPORT 4 4
FU FOLLOW UP 16 13
GTAR GRAND THEFT AUTO REPORT 27 22
HBC HAILED BY A CITIZEN 20 14
ILLDPG ILLEGAL DUMPING 1 1
KTP KEEP THE PEACE 5 3
LOCATE LOCATED VERNON STOLEN VEHICLE / PLATES VIA TELETYPE 11 11
LOJACK LOJACK HIT 8 8
MISPR MISSING PERSON REPORT 3 3
MR60 MISC REPORT 5 2
PANIC ALARM PANIC ALARM/DURESS ALARM 12 4
PAPD PUBLIC ASSIST-POLICE 18 12
PATCK PATROL CHECK 287 252
PEDCK PEDESTRIAN CHECK 26 13
PLATE LOST OR STOLEN PLATES REPORT 4 3
PRSTRAN PRISONER TRANSPORTED 3 3
PURSUIT PURSUIT 1 1
REC RECOVERED STOLEN VEHICLE IN THE FIELD 50 27
REC PLATE LOST/STOLEN LICENSE PLATES RECOVERED / FOUND IN THE FIELD1 1
RECKLESS DRV RECKLESS DRIVING (23103)16 10
REPO REPOSSESSION 1 1
ROADRAGE ROAD RAGE 5 2
2Page of 301/01/2022 00:01:39
Type
VERNON POLICE DEPARTMENT
Department Activity Report
Jurisdiction:
First Date:
Last Date:
12/01/2021
12/31/2021
Department All Units Primary Unit
VERNON
Description
Complaint
VPD
RR RAIL ROAD PROBLEM 9 4
SEAACA SEAACA ANIMAL CALLS 4 2
SPEED SPEED CONTEST OR SPEEDING (23109)14 6
SUICIDAL SUB SUICIDAL SUBJECT 2 1
TRAFFIC STOP TRAFFIC STOP 130 98
TRAINING TRAINING TEST CALL 1 1
UNATTACHEDTRUNATTACHED TRAILER 2 2
VCK VEHICLE CHECK 113 88
VEH RELEASE VEHICLE RELEASE 6 6
WARRANT WARRANT ARREST 1 1
WELCK WELFARE CHECK 61 29
Department: 2708 1832
Overall: 2708 1832
3Page of 301/01/2022 00:01:39
VERNON POLICE DEPARTMENT
Police Activity Report
Period Ending: 12/31/21
TRAFFIC COLLISIONS NO. PROPERTY RECOVERED
TOTAL 40 VEHICLES: $227,601
NON-INJURY 24
INJURY 16
Persons Injured 21
Pedestrian 0
Fatalities 0
City Property Damage 5
Hit & Run (Felony) 2
Hit & Run (Misdemeanor) 10
VEHICLES STORED PROPERTY RECOVERED FOR
Unlicensed Driver/Impounded Vehicle 15 OTHER DEPARTMENTS
Unattached Trailer 0 VEHICLES: $100,000
Abandoned/Stored Vehicle 13
Traffic Hazard 0
CITATIONS
Citations Iss (Prisoner Release) 21
Citations Iss (Other Violations) 0
Parking 97
Hazardous 13
Non-Hazardous 25
Citations Iss (Moving) 38
Citations Iss (Total) 135
CASES CLEARED BY ARREST
AR21-349 CR21-2008 243(B) PC AR21-369 CR21-2112 14601.2(A) VC
AR21-350 CR21-2013 602(O) PC AR21-370 CR21-2116 23110(A) VC
AR21-352 CR21-2040 602(M) PC AR21-371 CR21-2118 273.5(A) PC
AR21-353 CR21-2040 602(M) PC
AR21-355 CR21-2067 459 PC
AR21-358 CR21-2077 496(A) PC
AR21-359 CR21-2078 11364(A) HS
AR21-360 CR21-2079 602 PC
AR21-361 CR21-2080 487 PC
AR21-362 CR21-2090 487 PC
AR21-364 CR21-2096 602(M) PC
AR21-366 CR21-2098 148 PC
AR21-367 CR21-2105 20002 VC
AR21-368 CR21-2111 11364 HS
MALE FEMALE TOTAL
ARSON
ASSAULT 1
BURGLARY (& ATTEMPTED)2
CONSPIRACY
CORPORAL INJURY ON SPOUSE/COHABITANT
DRIVING UNDER THE INFLUENCE w/ INJURY
GRAND THEFT: AUTO (& ATTEMPTED)
GRAND THEFT: PROPERTY (& ATTEMPTED)2
PAROLE HOLD
RESISTING/OBSTRUCTING
VANDALISM
WARRANT (VERNON)1
WARRANT (OUTSIDE AGENCY)
TOTAL FELONY ARRESTS 6 0 6
MALE FEMALE TOTAL
ASSAULT 1
CARRY LOADED FIREARM PERSON/VEH
DISPLAY UNLAWFUL VEH REGISTRATION
DRIVING WITH SUSPENDED LICENSE 1
DRUNK IN PUBLIC
DUI 5
HIT/RUN 1
OPERATE VEHICLE W/O INTERLOCK DEV
PETTY THEFT
POSSESSION OF NARCOTICS 1
POSSESSION OF PARAPHERNALIA 1
POSSESSION OF STOLEN PROPERTY 1
POSSESSION OF SUBT SIMILAR TO TOLUENE
RECKLESS DRIVING
SPEED CONTEST
THROW SUBSTANCE AT VEHICLE 1
TRESPASSING 4 1
WARRANT (OUTSIDE AGENCY)
WARRANT (VERNON)
TOTAL MISD. ARRESTS 16 1 17
MALE FEMALE TOTAL
BURGLARY 0
CARRY LOADED FIREARM IN PUBLIC 0
ROBBERY 0
VANDALISM 0
WARRANT 0
TOTAL JUVENILES DET.0 0 0
128
238
0
366
TOTAL FELONY ARRESTS (ADULT) TO DATE:
TOTAL MISDEMEANOR ARRESTS (ADULT) TO DATE:
TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR) TO DATE:
TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR) TO DATE:
VERNON POLICE DEPARTMENT
REPORT FOR PERSONS ARRESTED
ADULT FELONY ARRESTS AND DISPOSITIONS
PERIOD ENDING: 12/31/2021
ADULT MISDEMEANOR ARRESTS AND DISPOSITIONS
JUVENILES DETAINED --- FELONY AND MISDEMEANOR
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/01/202112/01/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112240514010 E 26TH, VERNONGTARREHRIG PACIFIC11:52:1712/01/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2009CA0197300VPDZOZAYA,OSCAR*47W11:54:3212:45:5712:09:13202112240654700 S BOYLE AV, VERNON470RBAILEY 4416:40:2612/01/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2010CA0197300VPDGODOY,RAYMOND*43E16:42:05 16:42:2517:47:0416:52:5720211224070MCGARRY // 16TH, LOS ANGELESLOCATE19:56:2312/01/2021VRECVPDRECORDS BUREAU*RECD21:15:3020:10:13* Denotes Primary Unit1Page of 112/02/202105:34:55
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/02/202112/02/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112240772040 E 37TH, VERNONRECUNK00:24:3912/02/2021VRECDepartmentOCA NumberRMS JurisVPDCR21-2011CA0197300VPDLANDA,RAFAEL*47W01:07:4600:24:39VPDVASQUEZ,LUIS2600:24:42 00:24:4300:35:12 01:07:4600:26:3120211224083LEONIS BL // PACIFIC BL, VERNON901TT-Mobile USA 888-662-4662 opt 405:44:4012/02/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2012CA0197300VPDMADRIGAL,ALFONSO*31E05:45:17 05:45:2006:09:0105:46:48VPDVASQUEZ,LUIS2606:09:0105:47:26VPDLANDA,RAFAEL47W05:46:2206:09:0105:48:59202112240929339 SLAUSON AV, PICO RIVERALOCATE09:08:2212/02/2021VRECVPDRECORDS BUREAU*RECD10:00:2409:42:37202112240953655 S SOTO, VERNONASSISTFD09:24:2112/02/20211015RPTCITEDepartmentOCA NumberRMS JurisVPDCR21-2013CA0197300VPDNEWTON,TODD*44W10:15:3809:24:21VPDLUCAS,JASON2210:09:2309:25:32VPDGODOY,RAYMOND43E10:08:5509:26:47202112240973385 LEONIS BL, VERNON503R10:08:0212/02/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2014CA0197300VPDGODOY,RAYMOND*43E10:09:0710:09:30VPDLUCAS,JASON2210:09:2710:55:5810:12:05202112241051Page of 212/03/202105:52:06
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/02/202112/02/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112241052675 S SANTA FE AV, VERNONGTARC AND M APPEARL11:26:4812/02/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2015CA0197300VPDNEWTON,TODD*44W11:28:57 11:29:1412:11:2811:34:20VPDNEWTON,TODD4411:32:5412:11:2520211224111S 1ST // 57TH, VERNONAGTART-Mobile USA 888-662-4662 opt 414:21:3412/02/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2016CA0197300VPDNEWTON,TODD*44W14:24:26 14:24:4315:04:5514:36:58202112241154831 EXPOSITION, LOS ANGELESLOCATE14:45:4712/02/2021VRECVPDRECORDS BUREAU*RECD14:56:0614:49:042021122411725312 SHAMEL AVE, MORENO VALLEYLOCATE15:06:3112/02/2021VRECVPDRECORDS BUREAU*RECD15:22:2615:07:2220211224128DOWNEY RD // LEONIS BL, VERNON901TAT&T MOBILITY 800 635 6840 419:21:0312/02/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2017CA0197300VPDREDONA,BRYAN*31E19:21:34 19:21:3520:46:0519:24:33VPDVASQUEZ,LUIS26W19:22:0819:35:0319:24:54VPD4719:28:3920:46:0719:32:58202112241304505 BANDINI BL, VERNON902TCLASSIC CONCEPTS20:41:2412/02/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2018CA0197300VPDVASQUEZ,LUIS*26W20:42:46 20:42:4821:40:1521:00:15VPDREDONA,BRYAN31E20:46:1821:40:1521:00:162Page of 212/03/202105:52:06
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/03/202112/03/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112241584400 S SOTO, VERNONREC07:54:5912/03/2021RPTVSDepartmentOCA NumberRMS JurisVPDCR21-2019CA0197300VPDLUCAS,JASON*22E09:19:1307:54:59USTOWUS TOW08:54:37 08:54:4609:19:1309:04:50202112241692119 E 25TH, VERNONREC09:50:4512/03/2021VRECVPDLUCAS,JASON*22E11:15:2409:50:4520211224172E 54TH // BICKETT, VERNON92511:08:0112/03/2021SUPVPDNEWTON,TODD*44W11:13:18 11:13:3811:15:18VPDLUCAS,JASON22E11:15:2911:48:2811:25:43VPDCERDA,EUGENIO47E11:48:2811:36:5820211224196E VERNON AV // SEVILLE AV, VERNONPURSUIT17:42:2212/03/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2020CA0197300VPDLUCAS,JASON*22e17:46:1017:42:22202112241974105 BANDINI BL, VERNON901TUNK17:58:4512/03/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2021CA0197300VPDLUCAS,JASON*22E17:59:32 17:59:3318:49:4318:04:49VPDNEWTON,TODD44W18:00:2418:48:3518:22:55VPDCERDA,EUGENIO47E18:49:4318:06:50* Denotes Primary Unit1Page of 112/04/202103:37:34
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/04/202112/04/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112242222150 E 25TH, VERNONVCKUNK00:00:2112/04/2021VSRPTDepartmentOCA NumberRMS JurisVPD CR21-2022 CA0197300VPDSALDANA,CARLOS*44W01:14:4201:14:5100:00:22MR C TOWMR C TOW00:37:19 00:37:1901:45:0900:50:2520211224228S SOTO // FRUITLAND AV, VERNON902TCHRISTIAN01:12:1212/04/2021VIRPT1015DepartmentOCA NumberRMS JurisVPD CR21-2023 CA0197300VPDLANDA,RAFAEL*4701:13:08 01:13:0801:13:36VPDZOZAYA,OSCAR1T802:04:4103:31:3302:35:11VPDREDONA,BRYAN43E01:13:3503:11:4001:15:31VPDSALDANA,CARLOS44W01:14:5204:02:3201:21:43USTOWUS TOW01:36:15 01:36:1503:31:3501:46:37202112242362417 E 25TH ST, LOS ANGELESLOCATELAPD NEWTON03:18:2112/04/2021VRECRPT202112242393146 E SLAUSON AV, VERNON902THPPD MENENDEZ04:02:4712/04/2021CITERPTDepartmentOCA NumberRMS JurisVPD CR21-2024 CA0197300VPDREDONA,BRYAN*43E04:03:56 04:03:5704:47:1304:08:19VPDSALDANA,CARLOS44W04:26:3404:12:29MR C TOWMR C TOW04:17:19 04:17:1904:47:1404:17:20202112242532141 E 51ST, VERNONGTAR09:50:4712/04/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2025 CA0197300VPDCERDA,EUGENIO*32W09:51:1311:58:1009:54:591Page of 312/05/202101:00:02
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/04/202112/04/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112242593060 44, VERNON459VRT-Mobile USA 888-662-4662 opt 411:13:2812/04/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2026 CA0197300VPDMADRIGAL,ALFONSO*38E11:14:52 11:15:1311:42:4811:16:0520211224265SMITHWAY ST // TUBEWAY ST, COMMERCELOCATE13:53:0812/04/2021VREC202112242804201 ROSS, VERNONWELCKBRINKS21:13:2312/04/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2027 CA0197300VPDREDONA,BRYAN*4321:14:3021:49:2321:17:02VPDFLORES,TERESA26E21:49:2321:18:36VPDMACIEL,CYNTHIA32W21:17:0921:49:2321:21:5320211224286BANDINI BL // ATLANTIC BL, VERNON901TT-Mobile USA 888-662-4662 opt 422:03:1512/04/2021VSRPTORDepartmentOCA NumberRMS JurisVPD CR21-2028 CA0197300VPDREDONA,BRYAN*4322:03:44 22:03:4523:44:0822:07:38VPDFLORES,TERESA26E22:04:1923:44:0822:06:07VPDMACIEL,CYNTHIA32W22:05:0622:57:2822:10:16VPDSALDANA,CARLOS4422:05:0823:12:4322:10:14VPDONOPA,DANIELS522:41:2222:22:03USTOWUS TOW22:25:43 22:25:4423:44:0922:44:41202112242892601 S SOTO, VERNONPATCK23:18:0512/04/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2029 CA0197300VPDSALDANA,CARLOS*4400:58:5023:18:07VPDFLORES,TERESA26E23:44:1200:58:4923:47:36VPDMACIEL,CYNTHIA32W23:18:1300:58:5023:22:142Page of 312/05/202101:00:02
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/04/202112/04/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112242892601 S SOTO, VERNONPATCK23:18:0512/04/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2029CA0197300VPDREDONA,BRYAN4323:44:1300:58:5023:47:34VPDONOPA,DANIELS523:18:2200:58:5123:22:11* Denotes Primary Unit3Page of 312/05/202101:00:02
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/05/202112/05/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112242933200 E WASHINGTON BL, VERNONREC01:23:3612/05/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2030CA0197300VPDFLORES,TERESA*26E01:59:0401:23:36VPDMACIEL,CYNTHIA32W01:35:5201:31:52VPDREDONA,BRYAN4301:59:0401:32:53MR C TOWMR C TOW01:27:45 01:27:4601:59:0501:35:1820211224345S SANTA FE AV // 38TH, VERNON902TAT&T MOBILITY 800 635 6840 420:11:1312/05/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2031CA0197300VPD*26W20:12:1520:51:5320:15:06VPDMACIEL,CYNTHIA32E20:52:2620:25:09VPD43W20:12:1720:57:3220:14:15VPD44E20:55:0920:36:03USTOWUS TOW20:22:30 20:22:3120:57:3220:28:46* Denotes Primary Unit1Page of 112/06/202100:00:19
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/06/202112/06/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211224391INDUSTRIAL WAY // WASHINGTON BL, VERNONRECJOHN LYON07:25:4612/06/2021VSRPTVRECDepartmentOCA NumberRMS JurisVPD CR21-2033 CA0197300VPD CR21-2034 CA0197300VPDARANA,ANDRE*31E10:17:4507:25:49MR C TOWMR C TOW09:26:0510:17:4509:41:09202112243944875 PACIFIC BL, VERNON487RUNK07:59:4612/06/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2032 CA0197300VPDMANNINO,NICHOLAS*32W08:00:45 08:00:5408:31:1108:08:52202112243983200 E WASHINGTON BL, VERNON58608:32:4012/06/2021VSDepartmentOCA NumberRMS JurisVPD CR21-2036 CA0197300VPDMANNINO,NICHOLAS*32W08:59:4109:00:45VPDCEDENO,RUTH2P809:10:4811:04:4909:19:57VPDHERNANDEZ,MIGUEL,JR43E09:38:5610:20:1509:48:24USTOWUS TOW09:50:35 09:51:2011:04:4910:08:17202112244024700 S BOYLE AV, VERNON S/A CAGTARSO CAL GARMENT09:00:5412/06/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2038 CA0197300VPDHERNANDEZ,MIGUEL,JR*43E09:19:34 10:20:1811:01:5610:27:27202112244065508 S SANTA FE AV, VERNON487R09:17:2812/06/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2035 CA0197300VPDMANNINO,NICHOLAS*32W09:26:4109:32:21 10:27:2309:47:36202112244093881 E WASHINGTON BL, VERNON459VRVACANT LOT09:43:2212/06/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2037 CA0197300VPDARANA,ANDRE*31E11:04:0910:17:481Page of 212/07/202104:52:57
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/06/202112/06/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112244573390 SLAUSON, VERNONRECLAM SHENG KEE WEST COAST22:05:2312/06/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2039CA0197300VPDVILLEGAS,RICHARD*4422:44:1022:05:23VPDCERDA,PAUL,JR32E22:05:4522:44:0922:07:47VPDSWINFORD,PHILLIP43E22:11:5422:44:10VPDSWINFORD,PHILLIP43W22:05:2622:44:1022:10:44MR C TOWMR C TOW22:12:08 22:12:5622:44:1122:21:29202112244592221 E 55TH, VERNON602RECYCLING YARD23:31:5012/06/20211015RPTDepartmentOCA NumberRMS JurisVPDCR21-2040CA0197300VPDSWINFORD,PHILLIP*43W23:33:1900:22:0823:35:23VPDCERDA,PAUL,JR32E23:33:2100:00:2723:37:48VPDVILLEGAS,RICHARD4423:38:1200:22:1123:59:46* Denotes Primary Unit2Page of 212/07/202104:52:57
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/07/202112/07/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112244754460 PACIFIC BL, VERNON902TPABCO07:35:1312/07/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2041CA0197300VPDVILLEGAS,RICHARD*4407:38:23 07:41:4708:54:5907:41:47202112244984305 S SANTA FE AV, VERNONREC PLATE13:58:1012/07/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2042CA0197300VPDHERNANDEZ,MIGUEL,JR*31W13:59:4516:34:2314:19:15202112244995635 UNION PACIFIC BL, VERNONDUSTLASO EAST LA13:59:3212/07/2021VRECVPDENCINAS,ANTHONY*5D3114:26:0213:59:32VPDOURIQUE,CARLOS5d3514:26:0214:19:41202112245142734 E 46TH, VERNONGTARMILLENIUM KNITTING20:19:0212/07/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2043CA0197300VPDCERDA,PAUL,JR*32W20:19:2820:53:0120:22:07* Denotes Primary Unit1Page of 112/08/202104:29:43
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/08/202112/08/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112245255525 S SOTO, VERNON902TSEARS01:58:1612/08/2021RPTCITYDepartmentOCA NumberRMS JurisVPDCR21-2044CA0197300VPDCERDA,PAUL,JR*32W02:00:0603:40:1402:00:51VPDSWINFORD,PHILLIP4302:46:0802:04:01202112245494700 S BOYLE AV, VERNON470RBAILEY 4410:45:3012/08/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2045CA0197300VPDGODOY,RAYMOND*43E11:06:5811:32:5211:19:02202112245642858 E 26TH, VERNON902TLAPD14:27:2012/08/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2046CA0197300VPDGODOY,RAYMOND*43E14:29:52 14:29:5315:09:4114:32:4520211224566E 37TH // ROSS, VERNON417T-Mobile USA 888-662-4662 opt 415:16:2812/08/2021RPTMETDepartmentOCA NumberRMS JurisVPDCR21-2047CA0197300VPDZOZAYA,OSCAR*47W15:16:56 15:17:3619:04:0815:23:17VPDGENERA,ELISEO2W4516:12:5515:20:20VPDGODOY,RAYMOND43E15:16:57 15:17:3715:47:1815:19:33VPDHERNANDEZ,MIGUEL,JR4415:18:2716:24:43 20:34:3015:27:12VPDHERNANDEZ,EDWARD5D3216:12:3215:25:24VPDVELEZ,MARISSA5D3416:12:3415:25:26VPDOURIQUE,CARLOS5D3516:12:3615:25:28VPDGAYTAN,LORENZOS715:18:4216:13:42202112245674455 FRUITLAND AV, VERNON487RPRINCESS PAPER15:44:5012/08/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2048CA0197300VPDGODOY,RAYMOND*43E15:47:20 15:47:2116:54:4115:57:45* Denotes Primary Unit1Page of 112/09/202105:03:04
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/09/202112/09/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211224613S SOTO // LEONIS BL, VERNON20002R08:06:3212/09/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2049 CA0197300VPDGODOY,RAYMOND*43W08:10:05 08:10:2408:10:47VPDLUCAS,JASON22E08:13:1108:33:0508:25:08VPDNEWTON,TODD44W08:10:4408:33:0508:13:47202112246185500 S BOYLE AV, VERNON901TRT-Mobile USA 888-662-4662 opt 409:38:5212/09/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2050 CA0197300VPDNEWTON,TODD*44W09:39:50 09:39:5010:39:4909:43:51VPDLUCAS,JASON22E09:41:0010:39:4909:50:25VPDGODOY,RAYMOND43W10:39:4909:45:46202112246224010 E 26TH, VERNON487RREHRIG PACIFIC10:30:2212/09/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2051 CA0197300VPDLUCAS,JASON*22E10:40:07 10:40:2311:55:2510:50:25202112246303003 BANDINI BL, VERNON484R13:36:4612/09/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2052 CA0197300VPDGODOY,RAYMOND*43W14:13:4713:38:19VPDNEWTON,TODD44W14:03:1413:52:16202112246324510 LOMA VISTA AV, VERNON20002RFAMMA CORP14:16:0312/09/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2053 CA0197300VPDZOZAYA,OSCAR*47E14:19:0115:14:2414:30:45202112246405119 S DISTRICT BL, VERNON901TCHP16:02:2012/09/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2054 CA0197300VPDGODOY,RAYMOND*43W16:03:2416:25:3016:04:431Page of 212/10/202106:08:03
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/09/202112/09/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112246405119 S DISTRICT BL, VERNON901TCHP16:02:2012/09/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2054CA0197300VPDZOZAYA,OSCAR47E16:04:0616:25:3016:14:48202112246483569 E VERNON AV, VERNONPLATESUNNY SUN GLASSES18:27:3412/09/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2055CA0197300VPDGODOY,RAYMOND*43W18:29:37 18:29:4119:06:2718:40:0320211224657HOLABIRD AV // GRANDE VISTA, VERNONVCKLANDA20:34:0712/09/2021VSDepartmentOCA NumberRMS JurisVPDCR21-2057CA0197300VPDMACIEL,CYNTHIA*31E20:38:30 20:38:3120:46:4120:41:10VPDREDONA,BRYAN32W20:39:3821:29:4520:44:27202112246594444 AYERS AV, VERNON901TLA CURCAO20:44:3212/09/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2056CA0197300VPDVASQUEZ,LUIS*4420:45:10 20:45:1121:38:2820:50:59VPDMACIEL,CYNTHIA31E20:46:5421:38:2820:49:30* Denotes Primary Unit2Page of 212/10/202106:08:03
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/10/202112/10/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211224685ROSS // 37TH, VERNONREC04:41:1112/10/2021VRECRPTDepartmentOCA NumberRMS JurisVPD CR21-2058 CA0197300VPDREDONA,BRYAN*32W05:46:5204:41:13USTOWUS TOW04:54:57 04:54:5805:46:5205:06:2420211224693NOAKES // MARISOL, VERNONVCK08:29:2112/10/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2059 CA0197300VPDOURIQUE,CARLOS*5D3510:58:3008:29:21VPDENCINAS,ANTHONY5D3110:58:2908:50:32VPDHERNANDEZ,EDWARD5D3210:58:3008:50:28VPDVELEZ,MARISSA5D3410:58:3008:50:31202112247023846 S SANTA FE AV, VERNON476RACCU GRAPHICS11:08:3912/10/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2060 CA0197300VPDNEWTON,TODD*44W11:11:24 11:11:4111:46:3911:18:28202112247084515 LOMA VISTA AV, VERNONGTARHOSHUN13:34:0712/10/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2061 CA0197300VPD CR21-2062 CA0197300VPDCERDA,EUGENIO*47E13:35:16 13:35:2716:42:3113:42:5220211224727S SANTA FE AV // 28TH, VERNONTRAFFIC STOP20:59:1112/10/20211015RPTVIDepartmentOCA NumberRMS JurisVPD CR21-2063 CA0197300VPDVILLEGAS,RICHARD*2T800:04:1120:59:12VPDZOZAYA,OSCAR1T821:08:1823:27:4921:12:19MR C TOWMR C TOW21:34:43 21:34:4422:02:4221:47:43202112247291Page of 212/11/202102:44:53
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/10/202112/10/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211224729GRANDE VISTA AV // HOLABIRD AV, VERNONREC21:05:3812/10/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2065CA0197300VPDREDONA,BRYAN*44E22:22:3121:05:39MR C TOWMR C TOW22:05:32 22:05:3322:22:3222:13:09202112247313200 E WASHINGTON BL, VERNONREC21:37:1412/10/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2064CA0197300VPDMACIEL,CYNTHIA*4322:10:0221:37:14USTOWUS TOW21:39:33 21:39:3322:10:0321:51:16* Denotes Primary Unit2Page of 212/11/202102:44:53
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/11/202112/11/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112247433308 BANDINI BL, VERNON902TVERNON TRUCK WASH00:06:5212/11/2021ORCCNRPTDepartmentOCA NumberRMS JurisVPD CR21-2066 CA0197300VPDREDONA,BRYAN*44E00:08:39 00:08:4101:51:1500:13:36VPDMACIEL,CYNTHIA4300:08:40 00:08:4301:11:5100:13:37USTOWUS TOW00:22:46 00:22:4601:51:1600:47:57202112247474701 S SANTA FE AV, VERNON459AIRIS04:28:2512/11/20211015RPTCITEDepartmentOCA NumberRMS JurisVPD CR21-2067 CA0197300VPDSALDANA,CARLOS*32W04:29:51 04:29:5306:54:3504:32:52VPDMACIEL,CYNTHIA4304:29:52 04:29:5506:02:0304:33:42VPDREDONA,BRYAN44E04:36:5506:02:5004:38:58202112247694035 E 52D, VERNONGTAR12:01:1412/11/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2068 CA0197300VPDCERDA,EUGENIO*43W12:02:4412:06:51 12:59:0612:05:07202112247744305 S SANTA FE AV, VERNONMISPR13:31:4112/11/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2069 CA0197300VPDCERDA,EUGENIO*43W13:33:2919:18:1213:40:08202112247846500 ALONDRA, PARAMONTLOCATE15:39:5412/11/2021VREC202112247973550 E VERNON AV, VERNON415CECILY GARCIA18:54:2912/11/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2070 CA01973001Page of 212/12/202100:07:42
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/11/202112/11/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112247973550 E VERNON AV, VERNON415CECILY GARCIA18:54:2912/11/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2070CA0197300VPDMANNINO,NICHOLAS*26E19:25:3918:57:13VPDMACIEL,CYNTHIA26W20:01:2019:01:47VPDFLORES,TERESA31E20:49:2519:02:41VPDSALDANA,CARLOS32W20:01:2519:01:53VPDREDONA,BRYAN43E20:01:2619:15:06VPDONOPA,DANIELS520:05:4919:02:34202112248023375 FRUITLAND AV, VERNON902TFIRE STATION21:14:5412/11/2021RPTCITYDepartmentOCA NumberRMS JurisVPDCR21-2071CA0197300VPDREDONA,BRYAN*20E21:15:36 21:15:3721:55:3521:19:00VPDFLORES,TERESA31E21:34:3822:09:0321:36:53202112248093200 E WASHINGTON BL, VERNONREC22:39:4912/11/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2072CA0197300VPDREDONA,BRYAN*20E23:19:0822:39:49VPDMACIEL,CYNTHIA26W22:55:3922:45:16USTOWUS TOW22:52:43 22:52:4323:19:0922:59:54* Denotes Primary Unit2Page of 212/12/202100:07:42
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/12/202112/12/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211224817E 55TH // ALAMEDA, VERNON902TCRYSTAL01:08:2112/12/20211015RPTVIDepartmentOCA NumberRMS JurisVPD CR21-2073 CA0197300VPDMACIEL,CYNTHIA*26W01:09:2303:40:19 04:15:3601:18:35VPDFLORES,TERESA31E01:11:1302:11:0501:11:46VPDSALDANA,CARLOS32W01:09:4203:45:3201:11:52MR C TOWMR C TOW02:26:40 02:26:4103:40:1702:35:24VPDONOPA,DANIELS501:16:5101:12:0120211224830S ATLANTIC BL // DISTRICT BL, VERNON902TLASO DEPUTY DIAZ04:39:3512/12/2021RPT1015VIORDepartmentOCA NumberRMS JurisVPD CR21-2074 CA0197300VPDREDONA,BRYAN*20E04:40:39 04:40:4007:33:1404:42:39VPDMACIEL,CYNTHIA26W04:46:4104:48:35VPDSALDANA,CARLOS32W04:48:3206:10:0504:52:40USTOWUS TOW05:41:00 05:41:0106:12:1205:45:5620211224839SEVILLE AV // FRUITLAND, VERNONTRAFFIC STOP08:14:0312/12/2021VIRPTCITEMR C TOWDepartmentOCA NumberRMS JurisVPD CR21-2075 CA0197300VPDCERDA,EUGENIO*4709:26:2908:14:04VPDARANA,ANDRE43E09:07:4108:23:48VPDMANNINO,NICHOLAS44W08:20:5009:07:4708:35:19MR C TOWMR C TOW08:42:23 08:42:2509:26:3008:54:07202112248413056 BANDINI BL, VERNONGTARPACIFIC COAST09:24:2212/12/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2076 CA0197300VPDARANA,ANDRE*43E09:26:21 09:26:4010:17:0709:39:271Page of 212/13/202100:12:43
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/12/202112/12/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112248672678 E 26TH, VERNON496RCOMMERCIAL SANDBLAST17:49:0712/12/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2077CA0197300VPDCERDA,EUGENIO*4717:49:5319:10:2917:52:54VPD26W19:04:0820:27:1519:07:56VPDMADRIGAL,ALFONSO2Z819:10:3318:09:26VPD3219:02:5420:29:2019:05:31VPDMANNINO,NICHOLAS44W18:03:0720:36:1518:13:29VPDCROSS,JEREMYS317:50:1519:18:3417:53:20VPDVILLEGAS,RICHARDXS20:39:0919:46:28* Denotes Primary Unit2Page of 212/13/202100:12:43
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/13/202112/13/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112248912678 E 26TH, VERNONPATCK02:26:4512/13/20211015RPTCITEDepartmentOCA NumberRMS JurisVPD CR21-2078 CA0197300VPDFLORES,TERESA*26W03:27:0602:26:45VPDMACIEL,CYNTHIA3202:30:2303:17:2102:32:56VPDSALDANA,CARLOS44E02:30:2904:30:4502:32:09VPDVILLEGAS,RICHARDXS03:26:5902:32:47202112248922701 S SANTA FE AV, VERNONAGTABRAND PRODUCE03:21:5712/13/20211015RPTCITEDepartmentOCA NumberRMS JurisVPD CR21-2079 CA0197300VPDMACIEL,CYNTHIA*3203:23:1604:29:1803:26:30VPDFLORES,TERESA26W03:27:0704:29:1803:30:17VPDSALDANA,CARLOS44E03:23:2904:29:1803:25:37VPDVILLEGAS,RICHARDXS04:29:1803:29:24202112249101733 22ND ST, LOS ANGELESLOCATE08:09:5912/13/2021VRECVPDRECORDS BUREAU*RECD09:14:2609:14:17202112249162529 CHAMBERS, VERNONFOUNDROYAL TRIM09:06:4312/13/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2080 CA0197300VPDMADRIGAL,ALFONSO*47W09:08:22 09:08:4909:49:5209:22:2720211224917CALZONA // NOAKES, VERNONDUSTCHP09:07:4812/13/2021VREC202112249241Page of 312/14/202104:56:18
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/13/202112/13/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112249244350 ALCOA AV, VERNONRECEG MEATS10:24:3512/13/2021VRECRPTDepartmentOCA NumberRMS JurisVPD CR21-2081 CA0197300VPDMANNINO,NICHOLAS*4310:32:5111:07:3710:52:23VPDHERNANDEZ,MIGUEL,JR44E11:40:3710:56:1020211224927S ATLANTIC BL // BANDINI BL, VERNON20002RNELSON11:32:3912/13/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2082 CA0197300VPDHERNANDEZ,MIGUEL,JR*44E11:56:4812:36:2612:08:49202112249293141 E 44TH, VERNONGTARLINEGAGE12:22:0412/13/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2083 CA0197300VPDMADRIGAL,ALFONSO*47W12:28:11 12:28:2613:38:1712:31:31VPDHERNANDEZ,MIGUEL,JR44E12:36:3113:38:1612:44:41202112249334305 S SANTA FE AV, VERNONDET13:42:5412/13/2021RPT1015VPDVELEZ,MARISSA*5D3415:57:2513:42:54VPDENCINAS,ANTHONY5d3115:57:2513:43:01VPDOURIQUE,CARLOS5d3515:57:2513:43:0220211224940E VERNON AV // SOTO ST, VERNON902TVERIZON WIRELESS 1-800-451-524214:46:0312/13/2021CITYNXRPTDepartmentOCA NumberRMS JurisVPD CR21-2085 CA0197300VPDMANNINO,NICHOLAS*4314:50:1215:24:41 16:42:0814:57:00VPDARANA,ANDRE3214:50:1415:20:30VPDHERNANDEZ,MIGUEL,JR44E15:38:1615:15:33VPDMADRIGAL,ALFONSO47W15:04:3315:21:06202112249422Page of 312/14/202104:56:18
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/13/202112/13/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211224942S SOTO // VERNON AV, VERNON902T15:35:1312/13/2021ORRPTDepartmentOCA NumberRMS JurisVPDCR21-2084CA0197300VPDRAMOS,JOSE*XS15:35:1716:41:5015:52:01VPDARANA,ANDRE3216:47:5616:20:03VPDMANNINO,NICHOLAS4316:33:3515:54:45VPDHERNANDEZ,MIGUEL,JR44E16:49:3815:38:19VPDMADRIGAL,ALFONSO47W16:20:1315:54:38MR C TOWMR C TOW16:18:5616:49:3816:34:47USTOWUS TOW15:42:29 15:42:3016:49:3916:03:47202112249434100 BANDINI BL, VERNONWELCKLINEAGE LOGISTICS16:38:5912/13/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2086CA0197300VPDRAMOS,JOSE*XS16:41:5016:51:47VPDARANA,ANDRE3216:48:0417:00:3516:51:46VPDMANNINO,NICHOLAS4316:42:1518:52:5016:45:15VPDHERNANDEZ,MIGUEL,JR44E16:49:4416:56:1616:56:14202112249575208 S SANTA FE AV, VERNONGTARBA FURNITURE23:36:1112/13/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2087CA0197300VPDVILLEGAS,RICHARD*4423:38:3123:46:22VPDSALDANA,CARLOS31W23:40:4600:40:1823:46:21* Denotes Primary Unit3Page of 312/14/202104:56:18
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/14/202112/14/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112250025500 S BOYLE AV, VERNON140STYLE MELODY14:46:3112/14/2021SUPVPDARANA,ANDRE*4114:52:16 14:52:3715:48:3115:01:21202112250044305 S SANTA FE AV, VERNONFOUND15:13:3212/14/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2088CA0197300VPDHERNANDEZ,MIGUEL,JR*4715:33:4415:13:32202112250122640 E 45TH, VERNONGTARURBAN TRENDS16:25:2112/14/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2089CA0197300VPDARANA,ANDRE*3216:32:4617:43:5516:40:24* Denotes Primary Unit1Page of 112/15/202104:34:00
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/15/202112/15/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112250392678 E 26TH, VERNON487RCOMMMERCIAL SANDBLAST01:51:1512/15/20211015RPTVSDepartmentOCA NumberRMS JurisVPDCR21-2090CA0197300VPDCERDA,PAUL,JR*3201:53:2104:16:3901:57:18VPDVASQUEZ,LUIS4301:53:2404:24:3502:03:18VPDCERDA,EUGENIO4701:56:3604:39:2601:57:16USTOWUS TOW03:54:40 03:55:5304:42:3904:05:4320211225062E 54TH // BICKETT, VERNONREC09:24:1612/15/2021VRECDepartmentOCA NumberRMS JurisVPDCR21-2091CA0197300VPDMADRIGAL,ALFONSO*43E09:54:5009:24:16VPDGODOY,RAYMOND31W09:24:4309:54:4909:25:44VPDRAMOS,JOSE4709:24:2109:25:46MR C TOWMR C TOW09:27:53 09:27:5509:54:5009:39:21202112250673141 E 44TH, VERNON14010:48:2512/15/2021SUPVPDMADRIGAL,ALFONSO*43E11:56:03 10:48:2511:56:3910:50:36202112250742110 E 37TH, VERNON484RPRIVY12:54:1912/15/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2092CA0197300VPDGODOY,RAYMOND*31W13:16:08 13:16:2114:14:3313:29:13202112250825502 TOWNE AVE, LOS ANGLESLOCATELASO-TEMPLE16:48:5812/15/2021VREC* Denotes Primary Unit1Page of 112/16/202104:49:10
VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's
Jurisdiction:
First Date:
Last Date:
12/16/2021
12/16/2021
Call Number Disp Ten
Code
Caller
Address
Officer UnitDep
Unit Time
Dispatch Enroute Depart Arrive Remove Comp
VERNON
Received
Complaint
OnScene
20211225097
2960 LEONIS BL, VERNONTRAFFIC STOP
KIM AND CAMI PRODUCTIONS00:55:4712/16/2021RPT
VI
CITE
Department OCA Number RMS Juris
VPD CR21-2093 CA0197300
VPD VASQUEZ,LUIS *43E 01:40:5200:55:47
VPD LANDA,RAFAEL 47 00:55:51 01:40:5200:56:15
20211225144
5500 BANDINI, VERNON594R
18:56:0112/16/2021RPT Department OCA Number RMS Juris
VPD CR21-2095 CA0197300
VPD MADRIGAL,ALFONSO *31E 19:07:33 19:07:34 19:59:3619:28:20
20211225145
DOWNEY RD // FRUITLAND AV, VERNON902T
LUZ MARTINEZ19:06:1712/16/2021RPT
1015
VI
VS
Department OCA Number RMS Juris
VPD CR21-2094 CA0197300
VPD *43 19:07:01 19:08:15 21:59:2119:14:31
VPD LUCAS,JASON 22 19:15:48 19:15:51
VPD MACIEL,CYNTHIA 26W 19:15:55 21:03:4019:19:35
VPD SANTOS,DANIEL S1 19:21:18 21:41:12
20211225153
3737 S SOTO, VERNON242
21:57:0212/16/2021RPT
1015 Department OCA Number RMS Juris
VPD CR21-2096 CA0197300
VPD MACIEL,CYNTHIA *26W 21:57:20 21:59:18 23:45:0621:59:35
VPD REDONA,BRYAN 43 21:59:31 22:58:3621:59:36
VPD SANTOS,DANIEL S1 22:58:5922:01:08
20211225156
7600 S BROADWAY, LOS ANGELESWARRANT
LAPD 77TH23:36:4012/16/20211015
VPD MADRIGAL,ALFONSO *31E 23:39:49 23:40:10 01:05:1800:02:03
1Page of 212/17/2021 01:52:52
VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's
Jurisdiction:
First Date:
Last Date:
12/16/2021
12/16/2021
Call Number Disp Ten
Code
Caller
Address
Officer UnitDep
Unit Time
Dispatch Enroute Depart Arrive Remove Comp
VERNON
Received
Complaint
OnScene
20211225157
ALCOA AV // LEONIS BL, VERNON211R
23:41:5112/16/2021RPT Department OCA Number RMS Juris
VPD CR21-2097 CA0197300
VPD REDONA,BRYAN *43 23:42:44 23:43:19 01:35:1923:49:01
VPD MACIEL,CYNTHIA 26W 23:45:11 00:29:2023:51:06
VPD ESTRADA,IGNACIO S2 23:46:49 00:05:17
* Denotes Primary Unit
2Page of 212/17/2021 01:52:52
VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's
Jurisdiction:
First Date:
Last Date:
12/17/2021
12/17/2021
Call Number Disp Ten
Code
Caller
Address
Officer UnitDep
Unit Time
Dispatch Enroute Depart Arrive Remove Comp
VERNON
Received
Complaint
OnScene
20211225172
2808 S SANTA FE AV, VERNON459R
fashion music03:23:4012/17/2021RPT Department OCA Number RMS Juris
VPD CR21-2098 CA0197300
VPD MACIEL,CYNTHIA *26W 03:25:31 03:25:31 06:26:5203:26:17
VPD MADRIGAL,ALFONSO 31E 03:25:34 04:48:0003:32:28
VPD REDONA,BRYAN 43 03:25:41 05:58:3003:32:30
VPD SANTOS,DANIEL S1 05:58:4003:33:24
VPD ESTRADA,IGNACIO S2 05:59:0503:33:26
20211225192
2316 E 38TH, VERNON20001R
T-Mobile USA 888-662-4662 opt 411:48:5112/17/2021OR
RPT Department OCA Number RMS Juris
VPD CR21-2099 CA0197300
VPD NEWTON,TODD *43W 11:50:25 12:48:3811:51:50
VPD CERDA,EUGENIO 47E 12:13:1512:05:11
VPD LUCAS,JASON XS 11:52:04 12:48:3812:05:43
20211225194
2849 LEONIS BL, VERNON484R
AMERICAN12:10:1112/17/2021RPT Department OCA Number RMS Juris
VPD CR21-2100 CA0197300
VPD CERDA,EUGENIO *47E 12:13:15 12:39:5912:20:33
20211225205
2200 E 27TH, VERNON476R
HOLLAND FLOWER MARKET15:41:4012/17/2021RPT Department OCA Number RMS Juris
VPD CR21-2101 CA0197300
VPD NEWTON,TODD *43W 15:57:29 15:57:50 16:45:4916:08:03
20211225207
DOWNEY RD // BANDINI BL, VERNON20002R
T-Mobile USA 888-662-4662 opt 416:07:5412/17/2021RPT
OR
VI
Department OCA Number RMS Juris
VPD CR21-2102 CA0197300
VPD CERDA,EUGENIO *47E 16:09:56 16:10:16 18:27:4116:16:55
20211225214
1Page of 212/18/2021 03:56:51
VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's
Jurisdiction:
First Date:
Last Date:
12/17/2021
12/17/2021
Call Number Disp Ten
Code
Caller
Address
Officer UnitDep
Unit Time
Dispatch Enroute Depart Arrive Remove Comp
VERNON
Received
Complaint
OnScene
20211225214
2311 E 48TH, VERNONGTAR
CORE MARK INC18:48:5212/17/2021RPT Department OCA Number RMS Juris
VPD CR21-2103 CA0197300
VPD NEWTON,TODD *43W 18:55:42 19:11:18 20:05:5619:11:18
20211225219
E 37TH // SANTA FE AV, VERNONDUI CKPT
20:07:2712/17/2021RPT Department OCA Number RMS Juris
VPD CR21-2104 CA0197300
VPD ENCINAS,ANTHONY *s6 03:03:0620:07:56
* Denotes Primary Unit
2Page of 212/18/2021 03:56:51
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/18/202112/18/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225244S ATLANTIC BL // DISTRICT BL, VERNON20002R 1:49:41AM12/18/2021RPT1015CITEVIDepartmentOCA NumberRMS JurisVPDCR21-2105CA0197300VPDREDONA,BRYAN*44E 1:53:57AM 3:51:17AM 1:55:02AMVPDMACIEL,CYNTHIA26 1:54:07AM 2:22:46AM 1:57:32AMVPDSALDANA,CARLOS43W 1:54:02AM 3:18:40AM 1:54:55AMVPDONOPA,DANIELS5 1:56:13AM 2:20:54AMUSTOWUS TOW 2:49:24AM 2:49:25AM 3:15:52AM 3:04:00AM202112252632600 E 37TH, VERNONUNATTACHEDTR11:59:47AM12/18/2021VIRPTDepartmentOCA NumberRMS JurisVPDCR21-2106CA0197300VPDNEWTON,TODD*44 1:00:49PM11:59:47AMMR C TOWMR C TOW12:03:58PM 1:00:50PM12:16:02PM202112252652700 SEARS, VERNONREC 1:00:24PM12/18/2021VIRPTDepartmentOCA NumberRMS JurisVPDCR21-2107CA0197300VPDNEWTON,TODD*44 1:06:41PM 2:25:31PM 1:22:56PMVPDMANNINO,NICHOLAS32E 1:06:50PM 1:18:24PM 1:10:17PMVPDCERDA,EUGENIO47W 1:47:52PM 1:22:58PMUSTOWUS TOW 1:19:51PM 1:20:38PM 2:26:25PM 1:54:05PM202112252674305 S SANTA FE AV, VERNONFOUND 1:25:58PM12/18/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2108CA0197300VPDMANNINO,NICHOLAS*32E 1:53:44PM 1:30:26PM202112252764433 EXCHANGE, VERNONMR60VERIZON WIRELESS 1-800-451-5242 3:31:04PM12/18/2021RPTLASODepartmentOCA NumberRMS JurisVPDCR21-2110CA0197300VPDNEWTON,TODD*44 3:33:57PM 3:34:38PM 4:33:06PM 3:40:40PM1Page of 212/19/2021 4:55:12AM
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/18/202112/18/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112252764433 EXCHANGE, VERNONMR60VERIZON WIRELESS 1-800-451-5242 3:31:04PM12/18/2021RPTLASODepartmentOCA NumberRMS JurisVPDCR21-2110CA0197300VPDMANNINO,NICHOLAS32E 3:38:16PM 5:57:54PM 3:40:41PMVPDCERDA,EUGENIO47W 3:33:59PM 3:34:40PM 5:49:38PM 3:39:20PM202112252785353 DOWNEY RD, VERNON20002RJ AND J SNACK FOODS 4:14:23PM12/18/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2109CA0197300VPDNEWTON,TODD*44 4:33:06PM 4:54:25PM2021122528559 TH // CONVERSE, VERNONLOCATELASD CENTURY 6:56:13PM12/18/2021VREC202112253032137 E 37TH, VERNONTRAFFIC STOPSPIRIT CLOTHING 9:08:24PM12/18/20211015RPTVIDepartmentOCA NumberRMS JurisVPDCR21-2111CA0197300VPDREDONA,BRYAN*43W10:14:10PM 9:08:24PMVPDSALDANA,CARLOS31 9:09:42PM10:12:57PM 9:16:12PMUSTOWUS TOW 9:46:32PM10:13:11PM 9:54:57PM20211225313E 55TH // SANTA FE AV, VERNONTRAFFIC STOP11:21:33PM12/18/20211015RPTVI202112253152010 N FIGUEROA ST, LOS ANGELESLOCATEVIRTEL`S CENTRAL NORTHEAST11:33:29PM12/18/2021VRECVPDRECORDS BUREAU*RECD12:20:38AM11:35:08PM2Page of 2 12/19/2021 4:55:12AM
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/19/202112/19/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225325E 53D // MALABAR, VERNONTRAFFIC STOP01:02:0812/19/20211015RPT 1T8VIDepartmentOCA NumberRMS JurisVPD CR21-2112 CA0197300VPDOURIQUE,CARLOS*1T801:31:2201:02:08VPDHERNANDEZ,EDWARD2T801:31:2401:03:26202112253323200 E WASHINGTON BL, VERNONRECPREFERRED FREEZER03:33:1312/19/2021VRECRPTORDepartmentOCA NumberRMS JurisVPD CR21-2113 CA0197300VPDFLORES,TERESA*26E04:32:2903:33:1420211225335E SLAUSON AV // BOYLE AV, VERNON917AELDER MAZARIEGOS05:29:1712/19/2021VSDepartmentOCA NumberRMS JurisVPD CR21-2114 CA0197300VPDFLORES,TERESA*26E05:31:2506:32:0605:33:50VPDSALDANA,CARLOS3105:31:3006:08:1505:35:41VPDREDONA,BRYAN43W06:05:5805:39:59VPDONOPA,DANIELS506:32:0605:40:25202112253394320 MAYWOOD AV, VERNONREC08:07:2312/19/2021RPTVRECDepartmentOCA NumberRMS JurisVPD CR21-2115 CA0197300VPDCERDA,EUGENIO*4709:27:1008:07:2520211225352S ATLANTIC BL // BANDINI BL, VERNON415CHP11:38:2112/19/2021RPT1015DepartmentOCA NumberRMS JurisVPD CR21-2116 CA0197300VPDMADRIGAL,ALFONSO*26E11:38:37 11:39:2513:52:5611:45:22VPDMANNINO,NICHOLAS20W11:38:39 11:39:4012:22:5111:43:12VPDCERDA,EUGENIO4711:39:5413:14:2311:45:00202112253581Page of 212/20/202101:25:35
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/19/202112/19/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112253583031 E VERNON AV, VERNONFOUNDAMPM14:25:3412/19/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2117CA0197300VPDMANNINO,NICHOLAS*20W14:26:3615:45:5714:40:38* Denotes Primary Unit2Page of 212/20/202101:25:35
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/20/202112/20/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225403ALCOA AV // LEONIS BL, VERNON273.5SIXTA MARCOS05:58:3212/20/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2121CA0197300VPDONOPA,DANIEL*S506:53:5805:58:46VPDFLORES,TERESA20E06:09:1207:48:3806:16:01VPDVELEZ,MARISSA26W06:56:5106:26:12VPDSALDANA,CARLOS3106:54:2306:08:2820211225445BANDINI BL // DOWNEY RD, VERNONRECLORENZO SALGADO13:20:4412/20/2021RPTVRECDepartmentOCA NumberRMS JurisVPDCR21-2124CA0197300VPDMANNINO,NICHOLAS*20E13:21:28 13:23:4314:08:3513:26:01VPDMADRIGAL,ALFONSO26W13:25:1314:08:4713:28:07VPDOURIQUE,CARLOS5D3513:42:5213:25:47USTOWUS TOW13:29:10 13:29:5114:08:4813:42:19VPDLUCAS,JASONXS13:50:4613:32:17202112254514903 S SANTA FE AV, VERNON242REL TENAMPA15:21:2612/20/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2125CA0197300VPDCR21-2126CA0197300VPDMADRIGAL,ALFONSO*26W15:28:0617:33:2116:16:10202112254604150 BANDINI BL, VERNON594RPROFUSION17:56:4212/20/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2127CA0197300VPDHERNANDEZ,MIGUEL,JR*4718:07:45 18:07:4518:18:03 18:49:3918:23:51* Denotes Primary Unit1Page of 112/21/202105:30:37
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/21/202112/21/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112254792099 E 27TH, VERNON487RFOOD CASTLE00:14:3412/21/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2128CA0197300VPDMACIEL,CYNTHIA*31W00:17:1000:39:5100:20:59VPDCERDA,PAUL,JR4400:39:5100:20:52202112254883306 COGGSWELL ROAD, EL MONTELOCATEROYAL COACHES03:25:3412/21/2021VRECVPDRECORDS BUREAU*RECD04:21:2503:26:1520211225521S ATLANTIC BL // BANDINI BL, VERNON242DULCE12:01:4912/21/2021RPTMETDepartmentOCA NumberRMS JurisVPDCR21-2129CA0197300VPDCERDA,EUGENIO*4712:02:2713:45:2712:08:44VPDMADRIGAL,ALFONSO31W13:45:2912:07:02VPDHERNANDEZ,MIGUEL,JR44E12:02:2917:29:5212:04:35202112255272602 E 37TH, VERNON459RMONTAGE FULFILLMENT14:49:1612/21/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2130CA0197300VPDMADRIGAL,ALFONSO*31W15:31:5616:06:2015:38:28202112255413225 E WASHINGTON BL, VERNONGTARARCADIA INC21:13:0312/21/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2131CA0197300VPDCERDA,PAUL,JR*44E21:15:3021:54:1221:32:07202112255472590 HARRIETT, VERNONRECROYAL PRODUCE23:40:4812/21/2021VRECDepartmentOCA NumberRMS JurisVPDCR21-2132CA0197300VPDSALDANA,CARLOS*31W00:17:3923:40:48USTOWUS TOW23:44:39 23:45:3100:17:3723:51:481Page of 112/22/202104:50:10
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/22/202112/22/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112255512890 PICO, LOS ANGELESLOCATELAPD-HOLLENBECK00:38:2212/22/2021VREC202112255533851 S SOTO, VERNONGTARFARMER JOHN00:45:3812/22/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2133 CA0197300VPDSALDANA,CARLOS*31W00:49:3001:48:3200:57:57202112255696138 PALM AVE, MAYWOODDET06:27:1912/22/2021VIRPTVPDOURIQUE,CARLOS*5D3508:04:0906:28:16VPDENCINAS,ANTHONY5D3108:04:0807:43:58VPDHERNANDEZ,EDWARD5D3208:04:0806:28:21VPDVELEZ,MARISSA5D3408:04:0907:44:00MR C TOWMR C TOW07:53:21 07:53:2208:04:0907:53:23VPDGAYTAN,LORENZOS708:04:1007:50:202021122559810442 CALIFORNIA AVE, SOUTH GATELOCATESOUTH GATE PD15:25:0612/22/2021VREC20211225599250 N CENTRAL AVE, COMPTONLOCATELASO COMPTON15:41:1212/22/2021VREC20211225603S ATLANTIC BL // DISTRICT BL, VERNONMISPRCECILIO CRUZ16:36:5312/22/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2135 CA0197300VPDZOZAYA,OSCAR*47W17:54:4816:56:281Page of 212/23/202104:43:03
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/22/202112/22/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225605E 55TH // SANTA FE AV, VERNON901TRDARLENE NAVARRO16:54:1112/22/2021RPTVSCITYDepartmentOCA NumberRMS JurisVPDCR21-2134CA0197300VPDHERNANDEZ,MIGUEL,JR*4416:55:02 16:55:1618:49:1717:05:23VPDGODOY,RAYMOND43E17:03:0318:46:2317:05:25USTOWUS TOW17:17:01 17:17:0118:46:2917:38:18202112256072825 E 44TH, VERNONRECJOSE ORTIZ19:02:4412/22/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2136CA0197300VPDVASQUEZ,LUIS*43W20:12:5219:10:21VPD4420:12:5019:17:40VPDLANDA,RAFAEL47E20:12:5419:12:44* Denotes Primary Unit2Page of 212/23/202104:43:03
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/23/202112/23/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112256229438 FIRESTONE BLVD, DOWNEYLOCATETITAN TOW05:51:1612/23/2021VRECVPDRECORDS BUREAU*RECD06:15:0205:51:4420211225631E 26TH // BONNIE BEACH PL, VERNON20002R08:09:1612/23/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2137CA0197300VPDGODOY,RAYMOND*31E08:10:21 08:10:4308:11:59VPDLUCAS,JASON2209:07:3308:11:58202112256354305 S SANTA FE AV, VERNON902T09:05:5612/23/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2138CA0197300VPDLUCAS,JASON*2209:42:4209:08:04202112256384490 AYERS AV, VERNON902TATD HOLDINGS09:21:5112/23/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2139CA0197300VPDGODOY,RAYMOND*31E09:24:3510:15:1709:29:21VPDNEWTON,TODD44W11:19:3009:57:432021122564352D DR // HELIOTROPE, VERNONGTAR11:17:5712/23/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2140CA0197300VPDZOZAYA,OSCAR*4711:18:48 11:18:4911:19:36VPDNEWTON,TODD44W12:00:1511:19:3420211225650E WASHINGTON BL // DOWNEY RD, VERNON917A12:25:3312/23/2021VSRPTDepartmentOCA NumberRMS JurisVPDCR21-2141CA0197300VPDZOZAYA,OSCAR*4712:27:30 12:27:5313:07:1012:39:09VPDNEWTON,TODD44W13:07:0912:37:47MR C TOWMR C TOW12:45:39 12:45:4313:07:1212:58:061Page of 212/24/202104:46:26
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/23/202112/23/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225659S BOYLE AV // SLAUSON AV, VERNON20001RT-Mobile USA 888-662-4662 opt 415:56:3712/23/2021RPTORDepartmentOCA NumberRMS JurisVPDCR21-2142CA0197300VPDZOZAYA,OSCAR*4715:57:29 15:59:0916:57:4216:00:36VPDNEWTON,TODD44W16:35:1716:04:09USTOWUS TOW16:11:41 16:21:2516:57:4216:38:1820211225662S SANTA FE AV // VERNON AV, VERNON20002RT-Mobile USA, Inc.16:42:2812/23/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2143CA0197300VPDLUCAS,JASON*2216:45:1217:19:5916:52:10VPDNEWTON,TODD44W16:56:0217:20:0017:01:51VPDZOZAYA,OSCAR4717:20:0217:02:0220211225666BANDERA // 57, VERNONLOCATE19:05:5012/23/2021VRECVPDRECORDS BUREAU*RECD19:12:3719:12:3120211225676E 27TH // SANTA FE AV, VERNON901T22:35:3612/23/2021RPTORDepartmentOCA NumberRMS JurisVPDCR21-2144CA0197300VPDREDONA,BRYAN*31W23:19:3822:36:51VPDVASQUEZ,LUIS4323:05:2122:44:59USTOWUS TOW22:46:00 22:46:0223:19:3922:57:42202112256792850 E 46TH, VERNON246REX DISTRIBUTOR23:03:4312/23/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2145CA0197300VPDLANDA,RAFAEL*47E23:05:2623:50:2723:07:52VPDREDONA,BRYAN31W23:26:0623:42:3823:27:04VPDVASQUEZ,LUIS4323:05:2823:50:2423:07:11VPDESTRADA,IGNACIOS223:45:3823:10:482Page of 212/24/202104:46:26
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/24/202112/24/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112256842200 E 52D, VERNONRECGEO PLASTICS03:07:1212/24/2021VRECDepartmentOCA NumberRMS JurisVPDCR21-2146CA0197300VPDREDONA,BRYAN*31W04:09:0003:07:12MR C TOWMR C TOW03:16:51 03:16:5804:26:1003:44:32202112256855000 PACIFIC BL, VERNON902TRMRS. GOOCHS WHOLE SALE FOODS03:40:1212/24/2021RPTMK72DepartmentOCA NumberRMS JurisVPDCR21-2147CA0197300VPDVASQUEZ,LUIS*4303:41:5304:39:2903:45:03USTOWUS TOW04:04:15 04:05:1404:39:2904:14:23202112257032675 S SANTA FE AV, VERNONGTARCNM APPAREL09:10:3912/24/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2149CA0197300VPDGODOY,RAYMOND*4409:12:31 09:12:4409:54:4709:20:1720211225705FRUITLAND AV // SOTO, VERNONREC09:22:3812/24/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2148CA0197300VPDNEWTON,TODD*43E10:01:3709:22:38MR C TOWMR C TOW09:36:0711:57:4709:50:40* Denotes Primary Unit1Page of 112/25/202101:15:51
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/25/202112/25/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112257383768 BANDINI BL, VERNON459R00:21:2612/25/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2150CA0197300VPDREDONA,BRYAN*44E00:50:2100:21:2820211225744HARRIETT // 26TH, VERNONREC01:25:3712/25/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2151CA0197300VPDSALDANA,CARLOS*3102:08:3301:25:37MR C TOWMR C TOW01:33:20 01:34:1702:08:3401:51:44202112257614320 MAYWOOD AV, VERNONREC10:23:3712/25/2021VRECVOIDDepartmentOCA NumberRMS JurisVPDCR21-2152CA0197300VPDCERDA,EUGENIO*4713:33:1010:23:37VPDNEWTON,TODD1Z811:06:5210:33:16VPDARANA,ANDRE43W10:41:3510:36:39VPDLUCAS,JASONXS11:37:2510:36:50202112257677113 SEVILLE AV, HUNTINGTON PARK902TIRENE/HPPD13:56:5312/25/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2153CA0197300VPDARANA,ANDRE*43W13:57:31 13:57:5214:40:2914:09:20VPDCERDA,EUGENIO4714:40:2914:14:28202112257771950 E 25TH, VERNONREC21:46:2712/25/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2154CA0197300VPDREDONA,BRYAN*4422:27:4721:46:27VPDFLORES,TERESA31E22:04:4422:04:46USTOWUS TOW21:54:00 21:54:0022:27:4821:59:02* Denotes Primary Unit1Page of 112/26/202101:28:16
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/26/202112/26/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225792E 49TH // SANTA FE AV, VERNONVCK02:33:4512/26/2021VIRPTDepartmentOCA NumberRMS JurisVPDCR21-2155CA0197300VPDREDONA,BRYAN*4403:13:2802:33:45MR C TOWMR C TOW02:48:09 02:48:0903:13:2803:02:36202112258403200 E WASHINGTON BL, VERNON925PREFERRED FREEZER19:25:3112/26/2021VIRPTVRECDepartmentOCA NumberRMS JurisVPDCR21-2156CA0197300VPDCR21-2157CA0197300VPD*26E19:26:53 19:27:0022:13:5319:32:48VPD4319:26:58 19:27:0220:03:5219:32:52VPD44W19:30:0319:50:4919:34:22MR C TOWMR C TOW20:41:36 20:41:3622:13:5320:57:24USTOWUS TOW20:13:24 20:13:2520:41:34* Denotes Primary Unit1Page of 112/27/202100:46:18
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/27/202112/27/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112258683666 S SOTO, VERNON594RRAE G. CAFE06:34:5012/27/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2158 CA0197300VPDCERDA,PAUL,JR*4306:36:4407:05:0206:46:38202112258733365 E SLAUSON AV, VERNON459V07:11:2212/27/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2160 CA0197300VPDMADRIGAL,ALFONSO*43E07:15:5110:50:4507:22:08VPDCEDENO,RUTH2P809:17:3808:10:54VPDMANNINO,NICHOLAS44W08:40:3007:22:26VPDHERNANDEZ,MIGUEL,JR4707:15:5609:10:3307:19:56VPDENCINAS,ANTHONY5D3109:25:1807:27:35VPDOURIQUE,CARLOS5D3509:25:2107:27:37VPDHERRERA,GUSTAVOL210:50:4507:37:40202112258785837 S DISTRICT BL, VERNONGTARFARM FRESH TO YOU09:01:1712/27/2021RPTVRECDepartmentOCA NumberRMS JurisVPD CR21-2159 CA0197300VPDOURIQUE,CARLOS*5D3509:25:2410:23:53VPDENCINAS,ANTHONY5D3109:25:2710:23:56202112258814455 FRUITLAND AV, VERNONAGTARPRINCESS PAPER09:29:1912/27/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2161 CA0197300VPDMANNINO,NICHOLAS*44W09:46:4311:58:3209:50:55VPDHERNANDEZ,MIGUEL,JR4711:01:1711:34:5711:08:10202112258943846 S SANTA FE AV, VERNON487RACCU GRAPHICS13:15:2712/27/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2162 CA0197300VPDMADRIGAL,ALFONSO*43E13:17:17 13:17:4113:18:25VPDMANNINO,NICHOLAS44W13:18:3313:44:5813:21:311Page of 212/28/202104:46:52
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/27/202112/27/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112258964501 S SANTA FE AV, VERNON484RNANOS TRUCKING13:42:0512/27/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2164CA0197300VPDMANNINO,NICHOLAS*44W14:18:52 14:18:5315:10:0814:40:1620211225899S 2ND // SLAUSON AV, VERNONMR60GEORGE14:03:5912/27/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2163CA0197300VPDHERNANDEZ,MIGUEL,JR*4714:08:03 14:08:0315:09:4914:22:16VPDMADRIGAL,ALFONSO43E14:35:4914:45:4414:40:19202112259143200 E WASHINGTON BL, VERNONREC21:28:4612/27/2021VRECDepartmentOCA NumberRMS JurisVPDCR21-2165CA0197300VPDFLORES,TERESA*26E21:54:5721:28:46USTOWUS TOW21:30:00 21:30:2921:54:5921:41:08* Denotes Primary Unit2Page of 212/28/202104:46:52
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/28/202112/28/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112259264432 PACIFIC BL, VERNONRECCASA NUEVA02:58:3712/28/2021VRECDepartmentOCA NumberRMS JurisVPDCR21-2166CA0197300VPDFLORES,TERESA*26E03:20:1702:58:42MR C TOWMR C TOW02:56:52 02:57:0903:24:4703:11:24202112259356311 RIVERSIDE AVE, BELLDET06:33:1212/28/2021VIVPDOURIQUE,CARLOS*5D3507:53:4006:33:21VPD44E06:53:21 06:53:2306:59:51VPDENCINAS,ANTHONY5D3107:53:3906:33:25VPDHERNANDEZ,EDWARD5D3207:53:4006:33:28VPDVELEZ,MARISSA5D3407:53:4006:33:32USTOWUS TOW06:51:30 06:51:3807:53:4107:27:1520211225938S 1ST // 57TH, VERNON58607:12:2712/28/2021VIRPTCITEDepartmentOCA NumberRMS JurisVPDCR21-2167CA0197300VPDCEDENO,RUTH*2P809:02:2307:12:27MR C TOWMR C TOW07:54:05 07:54:3808:57:0908:10:52202112259453033 BANDINI BL, VERNONPLATEDOUBLE BARGAIN08:59:5412/28/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2168CA0197300VPDZOZAYA,OSCAR*44E09:07:34 09:12:2909:49:4309:12:29202112259485720 S 2ND, VERNON58609:38:4312/28/2021VIRPTCITEDepartmentOCA NumberRMS JurisVPDCR21-2169CA0197300VPDCEDENO,RUTH*2P811:15:5809:38:43USTOWUS TOW10:10:20 10:10:2311:10:2310:34:251Page of 212/29/202102:39:16
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/28/202112/28/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene2021122595210375 LIVE OAK, GALTLOCATEGALT PD11:39:5512/28/2021VREC20211225968ALCOA AV // 44TH, VERNON20002RALEJANDRO15:21:4612/28/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2170CA0197300VPDZOZAYA,OSCAR*44E15:23:17 15:23:3416:22:2715:33:4820211225970S SOTO // LEONIS BL, VERNON901T16:13:3512/28/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2171CA0197300VPDMADRIGAL,ALFONSO*2616:58:2516:14:31VPDZOZAYA,OSCAR44E16:22:3116:33:01VPDHERNANDEZ,MIGUEL,JR47W16:14:39 16:15:4416:58:2516:19:20202112259782731 S SOTO, VERNONPLATESQUARE H BRANDS20:03:3712/28/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2172CA0197300VPDVASQUEZ,LUIS*26E20:04:4020:44:4020:20:54VPDCERDA,EUGENIO44W20:05:3220:20:5520:10:59202112259874587 LOMA VISTA AV, VERNONREPOUKNOWN CO NAME23:10:1412/28/2021REPODepartmentOCA NumberRMS JurisVPDCR21-2173CA0197300VPDRECORDS BUREAU*RECD23:25:2423:13:40202112259887000 ALAMEDA, HUNTINGTON PARKLOCATEMR C`S TOW23:28:2912/28/2021VRECVPDRECORDS BUREAU*RECD23:54:3923:30:512Page of 2 12/29/202102:39:16
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/29/202112/29/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20211225998S SANTA FE AV // 38TH, VERNONBOVEHT-Mobile USA 888-662-4662 opt 407:04:2412/29/2021VSRPTDepartmentOCA NumberRMS JurisVPDCR21-2174CA0197300VPDZOZAYA,OSCAR*47W07:05:26 07:05:3907:15:27VPDHERNANDEZ,MIGUEL,JR4407:15:2407:43:2607:17:52MR C TOWMR C TOW07:20:52 07:24:2107:43:2707:35:18202112260084033 E SLAUSON AV, MAYWOODLOCATE12:38:3512/29/2021VRECVPDRECORDS BUREAU*RECD16:14:1612:47:11* Denotes Primary Unit1Page of 112/30/202104:31:42
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/30/202112/30/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112260431890 E 25TH, VERNON246RMARQUEZ PRODUCE03:43:3312/30/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2176CA0197300VPDLANDA,RAFAEL*41W03:48:2805:59:1203:58:15VPDVASQUEZ,LUIS26E04:39:0304:01:54202112260455088 FRUITLAND AV, VERNON459RHARBOR MARINE PRODUCT04:55:2712/30/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2177CA0197300VPDVASQUEZ,LUIS*26E04:57:4006:06:3905:13:3720211226068FRUITLAND AV // ALCOA AV, VERNONGTARAT&T MOBILITY 800 635 6840 415:16:5612/30/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2178CA0197300VPDFLORES,TERESA*41E15:19:37 15:20:0716:21:0515:26:0120211226078E 52D // ALAMEDA, VERNONVCK20:35:2212/30/2021VSRPTDepartmentOCA NumberRMS JurisVPDCR21-2179CA0197300VPDREDONA,BRYAN*47W21:38:1120:35:22MR C TOWMR C TOW21:12:34 21:12:3421:38:1221:26:50202112260842120 E 25TH, VERNONREC23:01:1312/30/2021VRECRPTDepartmentOCA NumberRMS JurisVPDCR21-2180CA0197300VPDREDONA,BRYAN*47W23:39:5023:01:13VPDVASQUEZ,LUIS4323:01:2523:09:31USTOWUS TOW23:17:27 23:17:2823:39:5023:23:22* Denotes Primary Unit1Page of 112/31/202100:01:00
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/31/202112/31/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112261021945 E 55TH, VERNONA487RAPPLE FABRICS07:33:1712/31/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2181 CA0197300VPDNEWTON,TODD*43W07:34:1109:02:2007:37:21VPDGAYTAN,LORENZOS707:48:5907:58:1907:55:23202112261236074 MALBURG WY, VERNON245RT-Mobile USA 888-662-4662 opt 416:07:3812/31/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2182 CA0197300VPDCERDA,EUGENIO*47E16:08:20 16:08:2216:31:5916:12:18VPDLUCAS,JASON2216:09:0216:24:1816:12:20VPDNEWTON,TODD43W16:31:5916:16:3020211226124BANDINI BL // PENNINGTON WAY, VERNON902TVERIZON WIRELESS 1-800-451-524216:22:1512/31/2021ORRPTCITYDepartmentOCA NumberRMS JurisVPD CR21-2183 CA0197300VPDLUCAS,JASON*2216:24:18 16:24:5617:39:4816:37:47MR C TOWMR C TOW16:55:21 16:55:2317:39:4917:08:15202112261252051 MARENGO ST, LOS ANGELESFU16:43:2812/31/2021RPTSUPVPDCERDA,EUGENIO*47E16:44:3517:16:1916:43:28202112261264432 PACIFIC, VERNONGTAR16:48:1612/31/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2184 CA0197300VPDNEWTON,TODD*43W16:48:4817:16:3617:00:53202112261412046 E 52D, VERNON242MARK BENIER20:16:2312/31/2021RPTDepartmentOCA NumberRMS JurisVPD CR21-2185 CA0197300VPDSALDANA,CARLOS*4120:18:29 20:18:3020:51:2720:21:421Page of 201/01/202200:25:42
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:12/31/202112/31/2021Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202112261412046 E 52D, VERNON242MARK BENIER20:16:2312/31/2021RPTDepartmentOCA NumberRMS JurisVPDCR21-2185CA0197300VPDMACIEL,CYNTHIA26W20:19:2820:51:2720:22:23VPDREDONA,BRYAN44E20:25:2420:48:0320:29:17202112261502900 LEONIS BL, VERNONTRAFFIC STOP23:23:1312/31/2021RPTVIDepartmentOCA NumberRMS JurisVPDCR22-0001CA0197300VPDSALDANA,CARLOS*4123:23:14VPDMACIEL,CYNTHIA26W23:53:32 23:53:35VPDREDONA,BRYAN44E23:23:18 23:23:32USTOWUS TOW00:08:51 00:08:51 00:22:25* Denotes Primary Unit2Page of 201/01/202200:25:42
City Council Agenda Item Report
Submitted by: Mark Aumentado
Submitting Department: Public Utilities
Meeting Date: February 15, 2022
SUBJECT
Acceptance of Work and Notice of Completion for Contract No. LP-0586 – 50th Street Water
Main Replacement
Recommendation:
A. Accept the Work by Cedro Construction, Inc. with regard to the 50th Street Water Main
Replacement, Contract No. LP-0586; and
B. Authorize the General Manager of Public Utilities to submit the Notice of Completion for
the 50th Street Water Main Replacement for recordation to the Los Angeles County
Registrar-Recorder/County Clerk (County Clerk).
Background:
On April 6, 2021, City Council awarded City Contract LP-0586 – 50th Street Water Main
Replacement (Project) to Cedro Construction, Inc. (Cedro) in the amount of $964,976.
Additionally, City Council approved a contingency amount of $96,000 and granted authority to
the City Administrator to issue change order(s) for an amount not-to-exceed the approved
contingency amount for any unforeseen changes in the project.
Cedro was contracted to install a new 12-inch ductile iron pipe water main on 50th Street
between Soto Street and Boyle Avenue, replacing the now abandoned 10-inch cast iron water
main that was evaluated and determined to be insufficient to distribute the proposed
production yield of the future Well 22 to be located nearby.
On December 20, 2021, the City Administrator issued Change Order No. 1 in the amount of
$96,000. Change Order 1 accounted for additional fittings, valves, and labor needed to
properly install the water main and customer lateral connections while avoiding existing
underground utilities already located in the street.
The Project was completed to the satisfaction of the the City on January 14, 2022. The Notice
of Completion has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact:
Cedro Construction, Inc. completed the 50th Street Water Main Replacement for a total
amount of $1,060,976; total cost is within the total approved for the Project, including the
contingency amount. There is no fiscal impact associated with the submittal of the Notice of
Completion for recordation with the County Clerk. The project utilized Water Bond funding.
Attachments:
1. Notice of Completion - Contract LP-0586: 50th Street Water Main Replacement
RECORDING REQUESTED BY AND WHEN
RECORDED, RETURN TO:
City of Vernon
Attention: City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE
For the benefit of City of Vernon
No fee per Government Code Section 27383 APN: N/A
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT, PURSUANT TO CIVIL CODE SECTION 9204:
1. The undersigned is the owner, or corporate officer of the owner, of the interest or estate below in the property
hereinafter described.
2. The full name of the owner is: City of Vernon.
3. The full address of the owner is: 4305 Santa Fe Avenue, Vernon, CA 90058
4. The nature of the interest or estate of the owner is: In Fee.
5. A work of improvement on the property hereinafter described was completed and accepted on February 15,
2022. The work done was: 50th Street Water Main Replacement.
6. The name of the contractor, if any, for such work of improvement was Cedro Construction, Inc.
The property on which said work of improvement was completed is in the City of Vernon, County of Los Angeles,
State of California, and is described as follows: Furnish all transportation, equipment, materials, labor, supplies,
and services necessary to install a new 12-inch ductile iron water main on 50th Street between Soto Street and
Boyle Avenue, as described within the project specifications.
Dated: 2/15/2022
I, Abraham Alemu, General Manager of Public Utilities, verify the foregoing Notice of Completion on behalf of the
City of Vernon; I have read said Notice and know the contents thereof; and I have personal knowledge of the facts
stated herein. I declare under penalty of perjury that the foregoing is true and correct.
_______________________________
Abraham Alemu, General Manager of Public Utilities
On __________, before me, Lisa Pope, City Clerk for the City of Vernon, personally appeared Abraham Alemu,
General Manager of Public Utilities, for the City of Vernon, who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of
which he acted, executed the instrument.
WITNESS my hand and official seal.
_________________________________
Lisa Pope, City Clerk
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
City Council Agenda Item Report
Submitted by: Nicholas Perez
Submitting Department: Police Department
Meeting Date: February 15, 2022
SUBJECT
Purchase Order with D&R Office Works, Inc.
Recommendation:
Approve the issuance of a Purchase Order with D&R Office Works, Inc. for the purchase,
delivery and installation of office furniture for the Vernon Police Department Detective Bureau
and Sergeant’s Office, in an amount not to exceed $57,260.49.
Background:
Vernon Police Department (VPD) staff is working with D&R Office Works, Inc. (D&R) to furnish
existing offices in the VPD Detective Bureau and Sergeant’s Office. Both office spaces have
not been refurnished in nearly 20 years. The plan for the Sergeant’s Office provides for seven
(7) workspaces. The plan for the Detective Bureau provides for six (6) workspaces, including
an interview room and cabinetry in the storage room.
D&R has given VPD a 12-14 week window to deliver and install the new furniture due to a
supply chain delay impacting all furnishing and materials across the country.
As a registered participant of the OMNIA Partners, a cooperative purchasing organization,
D&R is exempted from competitive bidding and competitive selection pursuant to Vernon
Municipal Code (VMC) Section 3.32.110(a)(5b), which states, “Contracts for supplies,
equipment or services that can be purchased in cooperation with other public agencies,
associations or when supplies, equipment or services can be purchased 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 or through a negotiated process and, in the opinion of
the Finance Director, it is to the advantage of the City to do so.” The Finance Director concurs
it is advantageous for the City to move forward with the the proposed purchase from D&R.
Per VMC 3.32.110(B), City Council approval is required if, in the twelve (12) months preceding
the effective date of a proposed new, renewed, or otherwise amended contract, the City has
paid or awarded the vendor more than $100,000. Within the past twelve (12) months, the City
has paid or awarded D&R a total of approximately $89,000 in contracts.
Fiscal Impact:
Sufficient funds for these capital improvements are available in the Vernon Police
Department's Fiscal Year 2021-22 budget in the amount of $57,260.49. If approved, the
purchase will be charged to the the VPD's General Fund, Account No. 011.1031.850000.
Attachments:
1. D&R Office Works, Inc. Proposal
9956 Baldwin Place, El Monte, CA 9 I 73 I
626,454,4ffi o DandROfficeWo*s,corn
PROPOSAL
SHIP TO:
Date:
Valid LJntil:
Quote No.:
Sales Rep:
u2112022
3t22t2022
1046-R5- 1122t22
KAREN BRAUN
llCity
of Vernon
IIACCTS PAY
BILL TO: ll
llcrTy
oF vERNoN - pD -cRouND-RooMS A-B
llo.ou
"o*ro
r. or.
llur**o" cA eoo58
lt
11323-587-517r
x 13a
$0.00 $0.00
QUOTATION UPDATED 1/22122 - VALID FOR 6ODAYS
11
DUE TO SUPPLY CHAIN AND LABOR ISSUES, LEAD TIME COULD BE APPROX
12-14 WEEKS
$0.00 $0.0021
$0.00 $0.00
vPA455889
31
$0.00 $0.00
OMNIA PARTNERS CONTRACT #R191809
41
$0.00
925 2910-Y2-A36
Co(ina - High-Back, Synchro-Tilt Control, A36 8 Way Adi. Arms
54 $499.00 $1,996.00
Sub Totat $1,996.00
925 1115-GT-A00-US
Zoom - Guest Nesting, A00 Armless, Iresh Back Upholstered Seat
64 $215.00 $860.00
925 2900-52-A00
Cortina - Mid-Back, Swivel-'Ilt Control, No Arms
76 $350.00 $2,100.00
$16.90 $33.8082MAXM-C't L-20
Page 1 of I
Item Oty. Product Unlt Ertsnded
Sub Total:
OFFICES
Item Qly. Produci Unit Extended
ROOM A
Item Qty. Product unit Extend€d
Univ Cantilevered Worksurf Bracket LH 20"
MAX M41R.2O
Univ Cantilevered Worksurf Bracket RH 20"
I 2 $16.90 $33.80
MAX M.CTFB
Countertop Flat Bracket
10 2 $9.54 $19.08
MAX M.DXH1472D
DeXTR Stack on Storage Built up w4 Doors/Cubbies
'11 2 $496.40 $992.80
MAX M.DXLOH1442D
DeXTR 14.25"D x 42"W x 13"H Overhead Cab-2 doors
12 1 $344.38 $344.38
MAX M.DXLOHI448O
DeXTR 14.25"D x 48"W x 13"H Overhead Cab-3 doors
13 1 $37s.58 $375.58
MAX
DeXTR O Leg 20"
M-DXS120280142 $78.69 $157.38
MAX
DexTR O Leg 24"
M-OXSL24280 $84.65 $ 169.30
MAX M-DXTB7265
DeXTR Tackboard for built up stack on storage
16 2 $117.45 $234.90
174 $14j2 $56.48MAX M.EDI
Duplex Outlet Circu jt #'1
MAX M-ED2
Duplex Oullet Circuit #2
18 8 $14.12 $112.96
MAX M-EH36
Standard Double Block Duplex Harness 36W
19 12 $72.54 $870.48
MAX M.EPF2
Power ln-Feed through Side Receptacle
20 1 $87.83 $87.83
MAX M-HAREC2S2LCF
MXitUP 2 Stage 2 Leg Rectangle C Foot
21 4 $421.28 $1,685.12
Page 2 of I
15 2
222 MAX M.HAREC3S2LCF
MXitUP 3 Stage 2 Leg Rectangle C Foot
$466.40 $932.80
$27.03 $108.12
M-LC23 23 $10.33 $237.59MAX
Lock Core Kit
MAX M.LF236-A
Ridgeline Lateral- 2-Dwr 36W A-Pull
242 $443.35 $886.70
MAX M.LF336-A
Ridgel ne Lateral- 3-Dwr 36W A-Pull
253 $550.26 $1,650.78
MAX M.LFWT1836E
Lateral File Worktop 18Dx36W Edgeband
26 1 $114.86 $114.86
MAX M.LFWT,I872E
Lateral File Worktop '18Dx72W Edgeband
272 $'188.78 $377.56
MAX
Master Key
$6.76 $6.76M-MK28 ',l
294 $46.90 $187.60
MAX M.PFCT2PTN
72.5H "1'' Connector Post
30 1 $45.5'1 $45.51
MAX M-PFC72PXN
72.5H "X" Connector Post
$4412 $44j2
324 $5.56 $22.24
MAX M.PFCST
"T" Connector Strap
$6.76 $6.7633 1
MAX M.PFCSX
'X" Connector Strap
$8.15 $8.1534 1
35 4 MAX M.PFXC-72E
Page 3 of 9
MAX M.PFCT2PLN
72.5H "1" Connector Post
31 ',l
MAX M.PFCSL
"L" Connector Strap
Prefix Panel End Covers 72H
MAX M-PFXC-72W
Wall Starter Kit for Panels 72.5H
$64.78 $64.7836 1
MAX M.PFXC-S
Prefix Straight Connector Kit
376 $3.38 $20.28
MAX M-PFXM4224FP
Prefix Tackable Panel 42.5H x 24W No TC
384 $142 09 $568.36
MAX M.PFXM4236FP
Prefix Tackable Panel42.5H x 36W No TC
39 12 $146.65 $'1,759.80
MAX M.PFXS.3O24G
Prefix Glass Stacker 30H x 24W
404 $143.08 $572.32
MAX M-PFXS.3O36G
Prefix Glass Stacker 30H x 36W
41 ',t2 $165.73 $1,988.76
MAX M.PFXTC24
Prefix Panel Top Cap 24'W
424 $11.33 $45.32
MAX M-PFXTC36
Prefix Panel Top Cap 36"W
43 12 $18.49 $221.88
MAX M-PPHAL7O3sELS
Prepare L-Return HA 70x35 LH
442 $231 .12 $462.24
MAX M-PPHAL7O3sERS
Prepare L-Return HA 70x35 RH
$231 .12 $462 .24
MAX M.PPLF2/T48RE
Prepare 24" X 48" Rectangle Laminate-Flat Edge
46 1 $120.03 $ 120.03
MAX M.PPSC48
Prepare ExternalTable Top Sup Chnl 36"
472 $46.50 $93.00
MAX M.PPSC6O
Prepare Exernal Table Top Sup Chnl 48"
482 $61.21 S122.42
Page 4 of9
452
MAX M-PPTSSC
Prepare T Base Small Pair Seated Height WCasters
50 'l $190.77 $ 190.77
MAX M€C183640-A
Unive.sal 40H x 36W x 18D Storage Cabinet A-Pull
5t 2 $433.8'1 $867.62
MAX M-SYP2OB.A
Sys & Desk Univ Pedestal 20Dx15Wr8H BBF A-Pull
524 $r 71.69 $686.76
MAX M.SYP2OB-A
Sys & Desk Univ Pedestal 20Dx15Wx28H BBF A-Pull
532 $171.69 $343.38
MAX MSYP2OF.A
Sys & Desk Univ Pedestal 20Dx'15Wx28H FF A-Pull
545 $171.69 5858.45
MAX M.ULRL243672
Univ LH L-Return WS 24 x36 x72
55 1 $222.56 $222.56
MAX M.ULRR243672
Univ RH L-Return WS 24 x36 x72
56 1 $222.56 $222.56
MAX M-URW2436
Univ Rec WS 24 x 36
576 $92.81 $556.86
MAX M-URW242
Univ Rec WS 24 x 42
$96.s8 $96.s858 'l
MAX M.URW2448
univ Rec WS 24 x 48
59 1 $105.13 $105.13
MAX M-URW2472
Univ Rec WS 24 x 72
602 $135.92 $271.U
MAX M-URW3O84N
Univ Rec WS 30 x 84 No Grommets
6t 1 $166.92 $166.92
49 1 MAX M-PPTMSC
Prepare T Base Medium Pair Seated Height dcasters
$206.27 $206.27
$1,447 .43 $1,447 .4362 I MVD MCHDBC2OT2
Page 5 of g
Buffett Credenza W 4 Box Drawers, 4 Full Hinged Doors, 20x72x36H - Standard
Modesty Panel
MVD MMCFOHD3O
Wallmount Cabinet 2-Hinged Doors, 14 3/4Dx3owx18 1/2H
$453.21 $906.42632
UBRAND-ESSE} UBR3972UOOO1
48 X 36 Dry Erase Dry Erase Glass Board Whjte
64 1 $19s.00 $195.00
UBRAND-ESSElr UBR397980001
72 X 48 Dry Erase Floating Glass Board White
65 1 $399.00 $399.00
Sub Total $27,008.42
MAX M.C1L
Univ Cantilevered Worksurf Bracket LH
$17.69 $53.07663
MAX M€1L-20
Univ Cantilevered Worksurf Bracket LH 20"
$16.90 $101.40676
MAX M.C1R
Univ Cantilevered Worksurf Bracket RH
683 $17.69 $53.07
MAX M-Cl R-20
Univ Cantilevered Worksud Bracket RH 20"
698 $16.90 $135.20
MAX M4WB2
S1K Cantilever W/S Bracket Kit (2 pack)
706 $8.55 $5'1.30
MAX M.EO1
Duplex Outlet Circuit #1
71 6 $14.12 $U.72
MAX M.ED2
Duplex Outlet Circuit #2
$14.12 $84.72726
MAX M.EH4
Standard Double Block Duplex Harness 48W
73 12 $78.69 $944.28
MAX M.EPF2
Power ln-Feed through Side Receptacle
742 $87.83 $175.66
Page 6 ofg
ROOM B
ItEm Qty. Product Unlt Erlended
MAX M.ICTSP652424LBBFL
lnclude 65x24r4 Side Access Twr LamFront Plinth
763 $1,191.32 $3,573.96
MAX M.ICTSP652424RBBFL
lnclude 65x24x24 Side Access Twr LamFront Plinth
$1,'19'1.32 $3 573.96
MAX MJIiXHAW2454
MXituP HA REC Worksurface 24Dx54w
78 1 $110.49 $110.49
MAX M.PFC42PLN
42.5H "L" Connector Post
798 $35.37 $282.96
MAX M-PFC42PTN
42.5H "I' Connector Post
804 $33.78 $13s.12
MAX M.PFCS,I
Single Connector Strap
$3 38 $20.2881 6
MAX M.PFCSL
"L" Connector Strap
$5.56 $33.36
MAX M.PFXC.OTHL
Prefx Variable Height Connector Kit 7.5H
83 'r0 $21 .27 $212.7 0
MAX M-PFXC42E
Prefx Panel End Covers 42.5H
846 $22.46 $134.76
MAX M-PFXC42W
Wall Starter Kit for Panels 42 5H
$49.28 $98.s6
MAX M.PFXC.S
Prefix Straight Connector Kit
$3.38 $20.28866
MAX M-PFXFGS.1524
Prefx Frameless Glass Screenl5HX24W Disc 12131t21
876 $124.21 $745.26
75 1 MAX M-HAREC2S2LCF
MXitUP 2 Stage 2 Leg Rectangle C Foot
$421 .28 $421.28
$189.38 $1,136.2888 6 MAX M.PFXFGS-.I548
Page 7 of I
773
826
852
MAX M.PFXM-3548FP
Prefix Tackable Panel 35H x 48W No TC
89 12 $129.77 $1,557 .24
MAX M-PFXM4224FP
Prefix Tackable Panel 42.5H x 24W No TC
$142.09 $852.54
MAX M-PFXM4248FP
Prefx Tackable Panel 42.5H x 48W No TC
91 6 $155.60 $933.60
MAX M-PFXTCZI8
Prefix Panel Top Cap 48"W
92 ',t2 $23.45 $281.40
MAX MSC183664-A
Universal 64H x 36W x 18D Storage Cabinet A-Pull
93 1 $566.55 $566.55
MAX M-SYP2OF.A
Sys & Desk Univ Pedestal 20Dx15Wr8H FF A-Pull
942 $171.69 $343.38
MAX M-URCW2448
LJniv RC WS 24 x 48
956 $236.28 $1,417.68
MAX M.URW2424
Univ Rec WS 24 x 24
966 $82.47 $494.82
MAX M -U RW2ZI42
Univ Rec WS 24 x 42
972 $96.58 $'193.16
MAX M.UWMSOH156OF
Univ Wall MT OH Cab 15Hx60W Flipper Pnt Door
98 1 $262.31 $262.31
Sub Totat $19,085.35
Prefix Frameless Glass Screen15Hx48W Disc 12131121
Delivery af d lnstallation
$3,847.18 $3,847.18
$5,323.54 $5,323.54
Sales Tax
Total:
Page I of g
$57,260.49
906
Accepted By:Date:
TERI4S: 500/0 DEPOSIT-BALANCE C.O.D-UNLESS ACCOUNT HAS BEEN SET UP
DELIVERY DURING NORMAL BUSINESS HOURS UNLESS OTHERWISE NOTED
AREA TO BE CLEARED OF ALL EXISTING FURNITURE PRIOR TO DELVERY
PRODUCT IS NOT SUBJECT TO RETURN OR CREDIT ONCE ORDER HAS BEEN PLACED
Page I ofg
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(
City Council Agenda Item Report
Submitted by: Margarita Beltran
Submitting Department: Public Works
Meeting Date: February 15, 2022
SUBJECT
Award of City Contract No. CS-1204 Pacific Boulevard, Santa Fe and Vernon Avenue Street
Improvements
Recommendation:
A. Find that the proposed action is categorically exempt under the California
Environmentally Quality Act (CEQA) in accordance with CEQA Guidelines Section
15301 (Existing Facilities), part (c) (existing highways, streets and sidewalks), because
the project consists of repairs to existing streets and involves no expansion of existing
use;
B. Accept the bid proposal from All American Asphalt as the lowest responsive and
responsible bidder for the Pacific Blvd., Santa Fe & Vernon Ave. Street Improvements
project and reject all other bids;
C. Approve and authorize the City Administrator to execute Contract No. CS-1204 in the
amount of $878,606 for the Pacific Blvd., Santa Fe & Vernon Ave. Street Improvements
project, for a period not to exceed 45 calendar days; and
D. Authorize a contingency of $85,000 in the event of an unexpected changed condition in
the project and grant authority to the City Administrator to issue a change order(s) for an
amount up to the contingency amount if necessary.
Background:
The Pacific Blvd., Santa Fe & Vernon Ave. Street Improvements project consists of a 2” deep
removal and replacement of existing asphalt pavement, along with adjustment of manholes
and valves to the new grade. New asphalt shall consist of 3/8” thick of asphalt rubber
aggregate membrane (ARAM) and 1-5/8” thick of C2-PG-70-10 asphalt concrete. To finalize,
the streets shall be repainted in accordance with the latest Caltrans Standards.
On December 20, 2021, the Public Works Department advertised the Notice Inviting Bids
(NIB) for CS-1204 Pacific Blvd., Santa Fe & Vernon Ave. Street Improvements (Project). The
NIB was posted on the City's Planetbids website and published in the local newspaper. The
bids for the Project were received, and opened on January 6, 2022. The calculated results
were as follows:
1. All American Asphalt $878,606
2. Palp Inc dba Excel Paving $1,129,830
3. Hardy & Harper, Inc. $1,590,000
Public Works staff reviewed the bids and deemed that the bid received by All American
Asphalt is the lowest responsive and responsible bid. Based on a thorough bid evaluation,
staff recommends award of the proposed Construction Contract to All American Asphalt. The
proposed contract has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact:
The cost of the Construction Contract with All American Asphalt is $878,606 (with a
contingency of $85,000, and a potential total amount of $963,606). Sufficient funds are
available in Public Works Department Account No. 011.1043.900000.
Attachments:
1. Contract No. CS-1204 Pacific, Santa Fe & Vernon Street Improvements
Page 1 of 248
STANDARD FORM OF
CONSTRUCTION CONTRACT BETWEEN
CITY AND CONTRACTOR
This Agreement is made and entered into at Vernon, California this 15th day of February , 2022, by
and between the CITY OF VERNON, a chartered municipal corporation (hereinafter "City") and All American Asphalt,
a California corporation (hereinafter "Contractor"), for construction of the Pacific Blvd., Santa Fe, & Vernon Ave.
Street Improvements City Contract CS-1204.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. CONTRACT DOCUMENTS
The “Contract Documents” except for modifications issued after execution of this Agreement, shall consist of the
following documents which are either attached hereto as exhibits or are incorporated into this Agreement by this
reference, with the same force and effect as if set forth at length herein:
A. Governmental Approvals including, but not limited to, permits required for the Work
B. This Agreement
C. Exhibit A – General Conditions
D. Exhibit 1 – Performance Bond
E. Exhibit B – Special Provisions Specific for this Project
F. Exhibit C – Equal Employment Opportunity Practices Provisions
G. Exhibit D – City Standard Plans
H. Notice Inviting Bids
I. Instructions to Bidders
J. Bid Forms
K. Designation of Subcontractors
L. Bidding Addenda Nos. 1 and 2
2. SCOPE OF WORK
Within the Contract Time and for the stated Contract Sum, subject to adjustments thereto, and pursuant to the Contract
Documents, the Contractor shall perform and provide all necessary: labor; services; supervision; materials; tools;
Page 2 of 248
equipment; apparatus; facilities; supplies; tools; permits, inspections, plan checks, and similar Governmental
Approvals; temporary utilities; utility connections; and transportation necessary to complete the Work in strict conformity
with the Contract Documents for:
Pacific Blvd., Santa Fe & Vernon Ave.
Street Improvements
Contract CS-1204
3. TIME FOR PERFORMANCE
Contract Time. Contractor shall achieve Substantial Completion of the Work within 45 calendar days from the
Date of Commencement established in City’s written Notice to Proceed (“Contract Time”), subject to adjustment in
accordance with the Contract Documents. Contractor shall achieve Final Completion of the Work, within the time
established by the Certificate of Substantial Completion issued by the City. The Contract Time may only be adjusted
as permitted by this Construction Contract and the General Conditions.
Time is of the essence of this Agreement. Except when the Contract Documents state otherwise, time is of
the essence in the performance of the Work. Contractor acknowledges that the time limits and deadlines set forth in
the Contract Documents are reasonable for Contractor to perform and complete the Work.
Liquidated Damages. If Contractor fails to achieve Substantial Completion of the entire Work within the
Contract Time for Substantial Completion, Contractor shall pay City as liquidated damages the amount of one thousand
five hundred ($1,500) dollars per day for each calendar day occurring after the expiration of the Contract Time for
Substantial Completion until Contractor achieves Substantial Completion of the entire Work, as required by Article 3 of
the General Conditions of Contract.
Contractor Initial here: _________.
4. CONTRACT SUM
In consideration of the Contractor’s full, complete, timely, and faithful performance of the Work required by the
Contract Documents, City shall pay Contractor the sum of eight hundred seventy-eight thousand, six hundred and six
dollars/no cents ($878,606.00), payable as set forth in the General Conditions (“Contract Sum”).
IN WITNESS WHEREOF, the parties have caused this Contract to be executed the date and year first
Page 3 of 248
above written.
Executed at ___________________, California.
[Contractor]:
By: _______________________________________
An Authorized Signatory
Printed Name: ______________________________
Title: ______________________________________
Date: ______________________________________
CITY OF VERNON: APPROVED AS TO FORM:
By: By:
Name: Carlos Fandino Name: Zaynah N. Moussa
Title: City Administrator Title: Interim City Attorney
Date:
ATTEST:
By:
Name: Lisa Pope
Title: City Clerk
CONTRACTOR’S SIGNATURE MUST BE NOTARIZED
Contractor’s Corporate Seal
Page 4 of 248
EXHIBIT A
GENERAL CONDITIONS
ARTICLE 1 - PRELIMINARY PROVISIONS
1.01 DEFINITIONS
The following words shall have the following meanings:
A. Allowance. A line item cost estimate established by the City to be carried in the Base Bid sum, Contract
Sum, and Schedule of Values for Payment for a particular item of Work, which cannot be sufficiently
defined so as to allow the Contractor to adequately determine fair value before the Bid Deadline.
Allowances include estimated amounts established by the City for certain construction elements that
have not yet been fully designed or authorized for inclusion in the Work or to permit deferred approval
or selection of actual materials and equipment to a later date when additional information is available
for evaluation.
B. As-Builts. The documents prepared by Contractor showing the condition of the Work as actually
built, including, without limitation, all changes and the exact locations of all mechanical, electrical,
plumbing, HVAC or other portions of the Work that are shown diagrammatically in the Contract
Documents.
C. Base Bid. The total sum stated in the Bid Form for which the Bidder offers to perform Work described
in the Contract Documents as the base Contract Work (e.g. not designated as part of a Bid Alternate).
D. Bid. A complete and properly executed offer by the Bidder on City-prescribed forms to perform the
Work for the prices stated in response to the Notice Inviting Bids.
E. Bid Alternate. An item of Work described in the Contract Documents as an Alternate Bid that will be
added to or deducted from the Base Bid and the Contractor’s responsibility only if the City accepts
the Bid Alternate.
F. Bid Forms: The City-prescribed forms which the Bidder shall complete and use to submit a Bid. The
Bid Forms include: (1) Bidder’s Proposal; (2) Schedule of Bid Prices; (3) Incumbency Certificate; (4)
Bid Bond; (5) Bidder’s Statement of Qualifications; (6) Experience Form; (7) Trades Experience
Form; (8) Contractor Safety Questionnaire; (9) Designation of Subcontractors; (10) Affidavit of Non-
Collusion; (11) Insurance Requirements Affidavit; and (12) forms included in the Specification
required by the type of project funding (e.g. federal, ARRA, HUD, etc.).
G. Bidder. The individual, partnership, firm, corporation, joint venture or other legal entity submitting a bid
on these Contract Documents or any part thereof.
H. Bidding Documents. Bidding Documents include the Bidding Requirements and the proposed Contract
Documents. The Bidding Requirements consist of: (1) Notice Inviting Bids; (2) Instructions to Bidders;
and (3) Bid Forms. The proposed Contract Documents consist of: (1) the Bidding Requirements; (2)
the Construction Contract Between City and Contractor; (3) the Conditions of the Contract (General,
Supplementary, and Special, if applicable); (4) all Exhibits to the Contract; (5) the Drawings; (6) the
Specifications; (7) all Addenda issued prior to the execution of the Construction Contract; (8) all
Modifications issued after the execution of the Construction Contract; and (9) Governmental Approvals,
if any, including but not limited to, permits.
Page 5 of 248
I. Change Order. A Change Order is a written document prepared by the City reflecting the agreement
between the City and Contractor for: a change in the terms or conditions of the Contract, if any; a
specific Scope Change in the Work; the amount of the adjustment, if any, in the Contract Sum; and
the extent of the adjustment, if any, in the Contract Time.
J. Change Order Request (COR). A Change Order Request is a written document originated by the
Contractor, which describes an instruction issued by the City after the effective date of the Contract,
which Contractor believes to be a scope change that may result in changes to the Contract Sum or
Contract Time or, which describes the need for or desirability of a change in the Work proposed by
Contractor.
K. City or Owner. The City of Vernon, California, acting through its City Council or other City officials
authorized to act for the City, acting in its proprietary rather than regulatory capacity in connection with
the Project.
L. Construction Change Directive. A written order prepared and signed by the City directing a change in
Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both.
M. Contract Documents. The Contract Documents are enumerated in the Construction Contract
between City and Contractor and consist of: (1) the Bidding Requirements; (2) the Construction
Contract; (3) the Conditions of the Contract (General, Supplementary, and Special, if applicable); (4)
all Exhibits to the Contract; (5) the Drawings; (6) the Specifications; (7) all Addenda issued prior to the
execution of the Contract; (8) all Modifications issued after the execution of the Contract; and (9)
Governmental Approvals, including, but not limited to, permits. The intent of the Contract Documents
is to include all items necessary for the proper execution and completion of the Work by the
Contractor. The Contract Documents are complementary, and what is required by one shall be as
binding as if required by all; performance by the Contractor shall be required to the extent consistent
with the Contract Documents and reasonably inferable from them as being necessary to produce the
indicated results.
N. Contract. The Contract Documents form the Contract for Construction. The Contract Represents
the entire and integrated agreement between the parties hereto and supersedes prior negotiations,
representations, or agreements, either written or oral. The Contract may be amended or modified
on by a Modification. The Contract Documents shall not be construed to create a contractual
relationship of any kind between any persons or entities other than the Owner and the Contractor.
There shall be no third party beneficiaries of the Contract Documents.
O. Contract Sum. The total amount of compensation stated in the Construction Contract that is payable
to Contractor for the complete performance of the Work in accordance with the Contract Documents.
P. Contract Time. The total number of days set forth in the Construction Contact within which
Substantial Completion of the Work must be achieved beginning with the Date of Commencement
established in the Notice to Proceed, subject to adjustments in accordance with the terms of the
Contract Documents. The Contract Time for Contractor's performance of the Work is measured in
calendar days (not work days).
Q. Contractor. The individual, partnership, firm, corporation, joint venture or other legal entity with whom
the Contract is made by City, or the agent or legal representative who may be appointed to represent
such individual, partnership, firm, corporation, joint venture or other legal entity in the execution of the
Contract as general contractor for construction of the Work.
Page 6 of 248
R. Correction Period. Correction Period is synonymous with the terms of the correction guarantee period
used in the Contract Documents.
S. Date of Commencement. The date for commencement of the Work fixed by City in a Notice to
Proceed to Contractor.
T. Day. The terms “day” or “days” mean calendar days unless otherwise specifically designated in the
Contract Documents. The term “Work Day” or “Working Day” shall mean any calendar day except
Saturdays, Sundays and City recognized legal holidays. City Holidays are as follows:
1. January 1st – New Year’s Day
2. The 3rd Monday in January – Martin Luther King, Jr. Day
3. The 3rd Monday in February – Presidents Day
4. March 31st – Cesar Chavez Day
5. The last Monday in May – Memorial Day
6. July 4th – Independence Day
7. The first Monday in September – Labor Day
8. The second Monday in October – Indigenous Peoples’ Day
9. November 11th – Veterans Day
10. The 4th Thursday in November – Thanksgiving Day
11. December 24th – Christmas Eve
12. December 25th – Christmas Day
13. December 31st – New Year’s Eve
U. Director. The Director of the Public Works Department of the City of Vernon or his/her duly appointed
representative.
V. Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the
design, location, and dimensions of the Work, generally including plans, elevations, sections, details,
schedules, and diagrams.
W. Extra Work. New or unforeseen work will be classified as Extra Work when determined by the City
that the work is not described in, or reasonably inferable from, the Contract Documents, the work is
not covered by any Bid line item or Allowance, and the work causes Contractor to incur additional
and unforeseen costs.
X. Field Directive. See, “Work Directive.”
Y. Final Completion. Final Completion is the stage of performance of the Work when (1) all Work
required by the Contract Documents has been fully completed in compliance with the Contract
Documents and all applicable laws including, but not limited to, correction or completion of all punch
list items noted by City upon Substantial Completion; (2) Contractor has delivered to City an
Application for Final Payment and all closeout documentation required by the Contract Documents;
and (3) documentation of all final Governmental Approvals has been submitted to City including, but
not limited to a final Certificate of Occupancy or equivalent Building Department sign-off has been
issued covering the entire Project site without exception or conditions.
Z. Force Majeure. “Force Majeure” includes but is not limited to declared or undeclared war, sabotage,
insurrection, riot, or other acts of civil disobedience, labor disputes, fires, explosions, floods,
earthquakes or other acts of God.
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AA. Fragnet. The sequence of new activities that are proposed to be added to an existing schedule.
BB. Governmental Approval. Any approval, authorization, inspection, certification, consent, exemption,
filing, permit, registration, plan check, ruling or similar authorization required by any federal, state or
local law, regulation or procedures in order for Contractor to perform the Work.
CC. Guarantee. Assurance to City by Contractor or product manufacturer or other specified party, as
guarantor, that the specified warranty will be fulfilled by the guarantor in the event of default by the
warrantor.
DD. Modification. A Modification is: (1) a written amendment to Contract signed by both parties; (2) a
Change Order; or (3) a Construction Change Directive.
EE. Notice to Proceed. The Notice to Proceed is a document issued by the City fixing the date for
Commencement for the Work.
FF. Parties. The City and Contractor may be referred to in the Contract Documents from time to time as
the Parties.
GG. Permit Fees. The actual direct costs paid by Contractor for Governmental Approvals and Utility Fees.
HH. Permit Fees Reimbursement. A payment made to the Contractor by the City in addition to the Contract
Sum to compensate Contractor for the actual direct cost of all Permit Fees.
II. Project. The Project is the total construction of which the Work performed under the Contract
Documents may be the whole or a part and which may include construction by the City or by separate
contractors.
JJ. Project Manual/Contract Package. The volumes of Contract Documents and reference documents
assembled for the Work made available to Bidders.
KK. Record Documents. The Drawings, Specifications, addenda, requests for information, bulletins,
Change Orders and other modifications to the Contract Documents, approved shop drawings,
product data, samples, mock-ups, permits, inspection reports, test results, daily logs, schedules,
subcontracts, and purchase orders. Records Documents shall include a set of “As-Built” Drawings
and Specifications, which shall be continuously updated during the prosecution of the Work.
LL. Site. The physical area designated in the Contract Documents for Contractor's performance of the
Work.
MM. Specifications. The Specifications are the volume(s) assembled for the Work that includes, without
limitation, the Bidding Documents, the Construction Contract and Exhibits, the General Conditions,
Supplementary and/or Special Conditions, if any, the “GREENBOOK” STANDARD
SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION (2012 Edition), the Standard Plans for
Public Works Construction (2009 Edition), State of California, Department of Transportation
Standard Plans and Standard Specifications (2010 Edition), and the City of Vernon Standard Plans.
NN. Specifications. The Specifications are that portion of the Contract Documents consisting of the
written requirements for materials, equipment, systems, standards, and workmanship for the Work
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and performance of related services, including, but not limited to, the Project Technical
Specifications, Standard Specifications, if any, and any applicable Trade Association Specifications.
OO. Substantial Completion. Substantial Completion is defined to mean the stage in the progress of the
Work when the Work is sufficiently complete in accordance with the Contract Documents as
determined by the City so that the City can occupy and utilize the Work for its intended use and as
further defined in the Contract Documents.
PP. Unilateral Change Order. See “Work Directive.”
QQ. Utility Fees. The fees charged by any public, private, cooperative, municipal and/or government line,
facility or system used for the carriage, transmission and/or distribution of cable television, electric
power, telephone, water, gas, oil, petroleum, steam, chemicals, sewage, storm water or similar
commodity including, but not limited to fees for temporary utilities and refuse hauling.
RR. Warranty. Assurance to City by contractor, installer, supplier, manufacturer or other party responsible
as warrantor, for the quantity, quality, performance and other representations of a product, system
service of the Work.
SS. Work. The term "Work" means the construction and other services required by, and reasonably
inferable from the Contract Documents, whether completed or partially completed, and includes all
other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill
the Contractor's obligations. The Work may constitute the whole or a part of the Project.
TT. Work Directive. A Work Directive is a unilateral written order issued by the City directing Contractor
to continue performance of the Work or to perform a disputed change in the Work prior to agreement
or adjustment, if any, in the Contract Sum, Contract Time, or both.
1.02 REPRESENTATIVES
A. The Director shall be the representative of the City and, except as otherwise expressly provided
herein, shall make all decisions and interpretations to be made by the City under the provisions of the
Contract Documents.
B. The Contractor shall at all times be represented on the Work in person or by a duly designated agent.
Instructions and information given by the Director to the Contractor's agent on the Work shall be
considered as having been given to the Contractor.
1.03 PERMITS, INSPECTIONS, PLAN CHECKS, AND SIMILAR GOVERNMENTAL APPROVALS AND
UTILITIES
A. City of Vernon shall obtain all Governmental Approvals and Utility Fees required for the construction of
the project.
B. Contractor shall obtain a no-fee encroachment permit from the City of Vernon’s Public Work, Water
and Development Services Department.
C. All documents evidencing Contractor’s satisfaction with all Governmental Approvals and Utility Fees
must be submitted to the City prior to submission of the Application for Final Payment.
D. Where requirements of the Governmental Approvals differ from those of the Drawings and
Specifications, the more stringent requirements shall apply.
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E. Unless otherwise specified in the Contract Documents, Contractor shall be responsible for payments
of all Utility Fees from the Date of Commencement until City’s Final Acceptance of the Work.
1.04 LICENSES
The Contractor shall apply for, obtain, and pay for all licenses required by governing authorities for the Work.
Contractor shall apply and pay for a City of Vernon business license.
1.05 ALLOWANCES
A. Contractor shall include in the Contract Sum and Schedule of Values for Payment, the City’s estimated
cost established for each Work item covered by an Allowance stated in the Contract Documents. See
Paragraph 1.01 for definition of Allowance.
B. The line item cost estimate established by the City for Work covered by an Allowance includes the cost
to Contractor of: all materials and equipment, preparation of submittals; labor; transportation; delivery;
handling; installation; supervision; overhead; profit; licenses; bonds; insurance; all sales, use and other
taxes legally chargeable; and all other costs and expenses incidental to such Work.
C. Work items covered by Allowances shall be supplied with such materials and equipment and for such
prices approved in advance by City. Contractor shall notify and request City’s approval of material
equipment, and pricing information for Work covered by an Allowance before ordering the material or
equipment and in sufficient time to avoid delay to the Work. City shall provide approval of materials,
equipment, and prices with reasonable promptness. The material, equipment, and pricing information
submitted by the Contractor to the City’s Project Manager shall, at a minimum, include product data
and detailed costs of material, equipment, and labor to complete such Work, itemized by costs incurred
by Contractor and each subcontractor associated with the performance of such Work. Contractor shall
not order materials or equipment or proceed with Work covered by an Allowance until the material,
equipment, and pricing information for such Work items have been submitted to the City’s Project
Representative for review and the Contractor has received City’s approval to proceed with a Work item
covered by an Allowance.
D. All expenditures for Allowance Work shall be separately itemized in each Application for Payment.
E. To the extent that the cost of Work items covered by an Allowance is less than the Allowance cost
estimate established by the City, the Contact Sum shall be reduced by Change Order or Construction
Change Directive to reflect the actual cost of the Allowance item. Similarly, to the extent the cost of
Work items covered by an Allowance is greater than the Allowance cost estimate, the Contract Sum
shall be increased by Change Order or Construction Change Directive to reflect the actual cost of the
Allowance item. If Work items covered by an Allowance are not performed or the City deletes such
items from the Scope of Work, the Contract Sum shall be reduced by Change Order or Construction
Change Directive to deduct the Cost of the unused Allowance item.
1.06 WAIVER
A waiver by City of any breach of any term, covenant, or condition contained in the Contract Documents shall
not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition
contained therein, whether of the same or a different character.
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1.07 DATA TO BE FURNISHED BY THE CONTRACTOR
The Contractor shall furnish the Director with such information as the Director may desire respecting the
character of the materials and the progress and manner of the Work, including all information necessary to
determine the Contractor’s costs, such as the number of persons employed, their pay, the time during which
they worked on the various classes of construction, and other pertinent data.
1.08 CONTRACT DRAWINGS
The City will accept no responsibility for errors resulting from misinterpretation or scaling of the Drawings.
1.09 SPECIFICATIONS AND DRAWINGS
A. The Contractor shall keep on the Work Site a copy of all Specifications, Drawings, and Change
Orders pertaining to the Work and shall at all times give the Director access thereto. Anything
mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not
mentioned in the Specifications shall be of like effect as though shown or mentioned in both.
B. In general, the Drawings will show dimensions, positions, and kind of construction; and the
Specifications will define materials, quality, and standards. Any Work not particularly detailed,
marked or specified, shall be the same as similar parts that are detailed, marked or specified.
C. The Drawings shall not be scaled to determine dimensions, and in all cases shall be calculated from
figures shown on the Drawings. Any discrepancies between scale and figured dimensions, not
marked “not to scale,” must be brought to the Director’s attention before proceeding with the Work
affected by the discrepancy.
D. Omissions from the Drawings and/or Specifications shall not relieve the Contractor from the
responsibility of furnishing, making, or installing all items required by law or code, or usually
furnished, made or installed in a project of the scope and general character indicated by the Drawings
and Specifications.
E. For convenience, the Drawings and Specifications may be arranged in various trade subparagraphs,
but such segregation shall not be considered as limiting the Work of any subcontract or trade. The
Contractor shall be solely responsible for all subcontract arrangements of the Work regardless of the
location or provision in the Drawings and Specifications.
F. The City will furnish free of charge to the Contractor, a maximum of six (6) sets of Contract Drawings
and Specifications. The Contractor shall pay for the costs of any additional sets or portions thereof.
The Contractor shall be responsible to see that all sets are the same as the up-to-date approved set.
1.10 PRECEDENCE OF CONTRACT DOCUMENTS
A. In the event of conflict between any of the Contract Documents, the provisions placing a more
stringent requirement on the Contractor shall prevail. The Contractor shall provide the better
quality or greater quantity of Work and/or materials unless otherwise directed by City in writing. In
the event none of the Contract Documents place a more stringent requirement or greater burden
on the Contractor, the controlling provision shall be that which is found in the document with higher
precedence in accordance with the following order of precedence:
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1. Governmental Approvals including, but not limited to, permits required for the Work
2. Modifications issued after execution of the Contract (including modifications to Drawings
and Specifications)
3. The Contract, including all exhibits, attachments, appendices and Addenda, with later
Addenda having precedence over earlier Addenda
4. Special Conditions, if any
5. General Conditions
6. Specifications
7. Drawings
8. Bidding Requirements
B. With reference to the Drawings, the order of precedence is as follows:
1. Change Order Drawings
2. Addenda Drawings
3. Contract Drawings
4. Project Drawings
5. Standard Drawings
6. Detail Drawings
7. General Drawings
8. Figures
9. Scaled dimensions
C. Within the Specifications, the order of precedence is as follows:
1. Change Orders
2. Special Conditions
3. Project Technical Specifications
4. Standard Specifications, if any
5. Applicable Trade Association Specifications
1.11 NOTICE OF CONFLICTS
If the Contractor, in the course of the Work, becomes aware of any claimed conflicts, errors or omissions in
the Contract Documents or in the City's fieldwork or work of City's separate contractors, the Contractor shall
immediately notify the Director in writing. The Director shall promptly review the matter, and if the Director
finds a conflict, error or omission, the Director shall determine the corrective actions and advise the Contractor
accordingly. If the correction associated with a conflict, error or omission increases or decreases the amount
of Work called for in the Contract, the City shall issue an appropriate Change Order in accordance with the
Contract Documents. After discovery of an error or omission by the Contractor, any related additional work
performed by the Contractor shall be done at the Contractor's risk unless authorized by the Director.
1.12 REPORTS
A. Daily Construction Reports: The Contractor shall prepare a daily construction report recording the
following information concerning events at Project site:
1. List of Subcontractors at Project site.
2. List of other contractors at Project site.
3. Approximate count of personnel at Project site.
4. Equipment at Project site.
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5. Material deliveries.
6. High and low temperatures and general weather conditions, including presence of rain or
snow.
7. Accidents.
8. Meetings and significant decisions.
9. Unusual events.
10. Stoppages, delays, shortages, and losses.
11. Meter readings and similar recordings.
12. Emergency procedures.
13. Orders and requests of authorities having jurisdiction.
14. Change Orders received and implemented.
15. Construction Change Directives received and implemented.
16. Services connected and disconnected.
17. Equipment or system tests and startups.
18. Partial completions and occupancies.
19. Substantial Completions authorized.
20. List of visitors to Project Site.
21. List of personnel at Project Site including names and job classifications.
22. Description of Work for the day including locations, quantities and related bid items.
Immediately upon discovery of a difference between field conditions and the Contract Documents, the
Contractor shall prepare and submit a detailed report through a Request for Information (RFI). Include a
detailed description of the differing conditions, together with recommendations for a remedy.
The Daily Construction Report must be: signed by Contractor’s Superintendent, submitted within 24 hours
(next Working Day) to the Director, and shall be made available to others as directed by City.
1.13 LINES, GRADES, AND MEASUREMENTS
A. All lines and grades will be established by the Contractor. The Contractors shall carefully preserve all
survey stakes and reference points as far as possible. Should any stakes or points be removed or
destroyed unnecessarily by any act of the Contractor or his/her employees, they must be reset to the
satisfaction of the Director, at the Contractor's expense.
B. The Contractor shall inform the Director 48 hours (two Work Days) in advance of the times and places
at which he/she intends to Work in order that inspection may be provided, and that necessary
measurements for records and payments may be made with minimum inconvenience.
C. No direct payment will be made for the cost to the Contractor of any of the Work or delay occasioned
by giving lines and grades, by making other necessary measurements, or by inspection.
1.14 RIGHT OF WAY
A. The site for the installation of equipment or the right of way for the Work to be constructed under this
Contract will be provided by the City.
B. The City will provide the appropriate rights of way and property for pipelines and structures. Upon
approval by the Director, the Contractor may, without cost, use portions of any of the City's rights of
way or property which may be suitable for working space and for storage of equipment and
materials. The Contractor will be held responsible for any damage to structures, streets, and roads,
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trees and landscaping, and for any damage that may result from his/her use of City property.
C. In case areas additional to those available on the City's rights of way or property are required by the
Contractor for his/her operations, he/she shall make arrangements with the property owners for the use
of such additional areas at his/her own expense.
1.15 CONTRACTOR’S OPERATIONS/STORAGE YARD
In the event the Contractor requires space for the storage and/or staging of construction materials, supplies,
equipment, stockpiling of debris, or any other needs required for construction operations, he/she shall acquire at
his/her own expense such areas as he/she may desire. For properties within the City of Vernon, the staging
area must be enclosed at Contractor’s expense with construction fencing covered with a mesh screen to limit
visibility to the site. Private property used for storage of construction material or debris shall be restored to a legal
condition with regard to appearance and maintenance upon conclusion of the project. Property should be graded
and free of weeds and debris when project is completed.
[END OF ARTICLE]
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ARTICLE 2 - PERFORMANCE OF THE WORK
2.01 PERFORMANCE OF WORK - GENERAL
Contractor shall, at its own cost and expense, furnish all necessary materials, labor, transportation, and
equipment for doing and performing said Work and the materials used shall comply with the requirements of the
Contract Documents. All Work shall be performed and completed as required in the Contract Documents, and
subject to the approval of the Director, or his/her designated assistant.
2.02 NO ASSIGNMENT OR DELEGATION
Contractor shall not assign or delegate the duties or obligations under this Contract or his/her interest therein in
whole or in part without the prior written consent of the City which may be withheld at the City's sole discretion.
2.03 STANDARD OF PERFORMANCE
Contractor agrees that all services performed hereunder shall be provided in a manner commensurate with the
highest professional standards and shall be performed by qualified and experienced personnel; that any Work
performed by Contractor under the Contract will be performed in the best manner; that any material furnished
shall be subject to the approval of the Director; and that both Work and materials will meet fully the requirements
of the Contract Documents. Any work deemed unacceptable by the Director, whether a cause is determined or
not shall be repaired or replaced by Contractor at Contractor’s expense.
The Contractor shall be responsible for the final product and shall make any quality control, adjustments and
corrections necessary to obtain the final product accepted by the City Engineer. The Contractor shall perform
process and quality control sampling and testing and exercise management control the work of his/her
subcontractors, technicians and workers to ensure that the milling, transporting, recycling, spreading,
compaction, and finishing processes conform to these Specifications. The proficiency of testing laboratories
and sampling and testing personnel shall be reviewed and approved by the City Engineer prior to providing
services to the project. The City Engineer shall have unrestricted access to the laboratory, sampling, testing
sites, and all information resulting from mix design and quality control activities. All Quality Control testing
results shall be submitted to the City Engineer on a daily basis.
2.04 DEFECTIVE WORK
Within the time periods that the City specifies, the Contractor shall correct all deficient, improperly executed, or
unsatisfactory Work determined by the City.
The Contractor shall remove and shall repair or replace, at his/her own expense any part of the Work that is
deficient, improperly executed, or unsatisfactorily executed, even though it has been included in the monthly
estimates. If he/she refuses or neglects to remove, repair, or replace such defective Work, prior to the City’s
acceptance of the Work, it may be replaced by the City at the expense of the Contractor, plus 15% for overhead
expenses, and his/her sureties shall be liable therefor. (See Paragraph 2.15 for curing defects after acceptance
of the Work.)
2.05 CITY’S RIGHT TO CARRY OUT THE WORK
A. Notwithstanding other remedies available to the City, if the Contractor defaults, fails to perform Work
required by the Contract Documents, or otherwise neglects to carry out the Work in accordance with
the Contract Documents and fails within a 48 hour period after receipt of written notice from the City to
commence and correct such default, failure to perform, or neglect with diligence and promptness, the
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City, at its sole discretion and without obligation, may, with its own or outside forces, perform the Work
Contractor has failed to perform and/or replace or correct deficiencies in the Work. In such case, a
Change Order or Construction Change Directive shall be issued deducting from payments then or
thereafter due to the Contractor the cost of completion, replacement or correction of such deficiencies,
including compensation for additional services by the City’s project management staff, the Architect,
and their respective consultants made necessary by such default, failure to perform, or neglect, plus
15% for City’s overhead expenses. If payments then or thereafter due the Contractor are not sufficient
to cover such amounts, the Contractor shall pay the difference to the City immediately. This remedy is
cumulative.
B. The City also has the right, but not the obligation, to self-perform or have outside forces perform portions
of the Work previously assigned to Contractor. In such case a Change Order or Construction Change
Directive shall be issued, reducing the Contract Sum by the Unit Price(s) applicable to such deleted
Work or, in the absence of Unit Prices, an amount that reflects the reasonable cost of performing such
deleted Work and the Allowable Mark-Up applicable to such deleted Work.
2.06 COMMUNICATIONS AND NOTICES REGARDING THE WORK
A. Notices under the Contract Documents shall be in writing and (a) delivered personally, (b) sent by
certified mail, return receipt requested, or (c) sent by a recognized overnight mail or courier service,
with delivery receipt requested, to the following addresses (or to such other address as may
from time to time be specified in writing by such Person):
All correspondence with Contractor shall be sent to the following address:
All American Asphalt
400 East Sixth Street
Corona, CA 92879
Attention: Edward J. Carlson, Vice President
Phone: 951-736-7600
Email: publicworks@allamericanasphalt.com
All communications shall be copied to City and shall be delivered to City’s Director at the address
set forth below, with copies to such additional persons as may be directed by City’s Director.
City of Vernon
Public Works Department
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Margarita Beltran, Associate Engineer
Phone: 323) 583-8811 ext. 377
E-mail: mbeltran@ci.vernon.ca.us
B. Notices shall be deemed received when actually received in the office of the addressee (or by the
addressee if personally delivered) or when delivery is refused, as shown on the receipt of the U. S.
Postal Service, private carrier or other Person making the delivery. All notices received after 5:00
p.m. shall be deemed received on the first business day following delivery. Any technical or other
communications pertaining to the Work shall be conducted by Contractor's Project Manager and
technical representatives designated by City. Contractor's representatives shall be available at all
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reasonable times for consultation, and shall be authorized to act on behalf of Contractor in matters
concerning the Work.
C. Contractor shall copy City on all written correspondence pertaining to the Contract between
Contractor and any Person other than Contractor's Subcontractors, consultants and attorneys.
D. Notification of Affected Residents/Businesses. The Contractor shall be responsible for distribution of
the general information letter of the project to all affected residents and businesses. A project general
information letter and sufficient copies thereof will be prepared by City staff for Contractor distribution
to all residents, business establishments, and institutions fronting on or directly affected by the project.
The Contractor shall be responsible for distribution of said letter in handout form to all the appropriate
residences and buildings in the subject area. Distribution shall be accomplished in a manner
acceptable to the City Engineer and shall be five (5) working days prior to the beginning of construction
operations in the immediate vicinity. In addition to the above, the Contractor shall be fully responsible
for such other notifications as may be required related to necessary closures of streets, alleys,
driveways, etc., or to unavoidable access or parking restrictions. These notifications shall apply where
the closures and access or parking restrictions required in the performance of any work under this
contract preclude any resident, tenant, or property owner from utilizing the premises or conducting
business thereon in a reasonable and customary manner.
Additional notification to the affected businesses and residents shall be prepared by the City and
distributed by the Contractor for roadway and driveway closures five (5) working days in advance of
any construction work. No removal or excavation work is allowed until the additional notification has
been distributed to the affected residents and businesses.
If a Contractor is unable to adhere to his schedule as indicated on his written notification, then all the
affected residents and places of business shall be re-notified of the revised schedule, in writing, as
indicated above.
Contractor costs for all of the above notifications shall be considered as included in the appropriate
items of the Bid Proposal.
E. Notification of Utilities – The provisions of Section 5 entitled "Utilities" of the “Greenbook” Standard
Specifications shall apply. The Contractor shall contact the Underground Service Alert of Southern
California (U.S.A.) at least two working days in advance of the construction work
2.07 INDEPENDENT CONTRACTOR
The Contractor in the performance of the Work hereunder will be acting in an independent capacity and not
as an agent, employee, partner, or joint venture of the City.
2.08 EMERGENCY WORK
A. During Working Hours:
In case of an emergency which threatens loss or injury of property, and/or safety of life during working
hours, the Contractor shall act, without previous instructions from the City, as the situation may warrant.
He/she shall notify the Director of the emergency and the action taken immediately thereafter.
Any compensation claimed by the Contractor, together with substantiating documents in regard to
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expense, shall be submitted to the Director within 15 calendar days after the emergency.
Compensation, if allowed, will be paid for as Extra Work.
B. Outside of Working Hours:
Whenever, in the opinion of the City, there shall arise outside of the regular Working hours on the
Contract Work of an emergency nature which threatens loss or injury of property, or danger to public
safety, the Contractor shall act, without previous instructions from the City as the situation may
warrant. He/she shall notify the Director of the emergency and the action taken immediately
thereafter. Any compensation claimed by the Contractor, together with substantiating documents in
regard to expense, shall be submitted to the Director within 15 calendar days after the emergency.
Compensation, if allowed, will be paid for as Extra Work. In the event the Contractor is not able to
respond to an emergency outside of regular working hours, the City's forces will handle such
emergency Work. If such emergency arises out of or is the result of operations by the Contractor, the
cost of the corrective measures will be billed to the Contractor and deducted from his/her payment as
provided in the Contract Documents. The performance of emergency Work by City forces will not
relieve the Contractor of any of his/her responsibilities, obligations, or liabilities under the Contract.
2.09 SUBCONTRACTORS
A. Each subcontract shall contain a reference to the Contract between the City and the principal
Contractor, and the terms of the Contract and all parts thereof shall be made part of each subcontract
insofar as applicable to the Work covered thereby. If, in the Director’s opinion, the Subcontractor fails
to comply with the requirements of the principal Contract insofar as the same may be applicable to the
Subcontractor’s Work, the Director may disqualify the Subcontractor.
B. Nothing contained in these Contract Documents shall be construed as creating any contractual
relationship between any Subcontractor and the City.
C. The Contractor shall be considered the employer of the Subcontractors and shall be fully responsible
to the City for the acts and omissions of Subcontractors and of persons employed by them as the
Contractor is for the acts and omissions of persons directly employed by him/her.
D. The Contractor shall be responsible for the coordination of the trades, Subcontractors, and material
suppliers engaged upon the Work. It shall be the Contractor’s duty to see that all of his/her
Subcontractors commence their Work at the proper time and carry it on with due diligence so that
they do not delay or injure either the Work or materials; and that all damage caused by them or their
workers is made good at his/her expense.
E. The City will not undertake to settle differences between the Contractor and his/her Subcontractors or
between subcontractors.
F. The Contractor shall utilize the services of specialty Subcontractors, without additional expense to the
City, on those parts of the Work which are specified to be performed by specialty contractors.
2.10 USE OF FACILITIES PRIOR TO COMPLETION OF CONTRACT
A. Whenever in the opinion of the Director any Work under the Contract, or any portion(s) thereof, is in a
condition suitable for use by the City, the City may, after written notice and designation from the
Director to the Contractor, use (which includes, but is not limited to, taking over or placing into
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service) any portion(s) designated by the Director.
B. The use of any portion(s) by the City shall not be construed as, and will not constitute acceptance in
any sense, of any portion(s) of the Work of the Contractor nor will such use trigger the running of any
warranty and/or guarantee periods.
C. All necessary repairs, renewals, changes, or modifications in the Work or any portion thereof so used,
not due to ordinary wear and tear, but due to defective materials or workmanship, the operations of
the Contractor, or any other cause, shall be made at the expense of the Contractor.
D. The use of any portion(s) by the City shall not relieve the Contractor of any of his/her responsibilities
or liabilities under the Contract nor constitute a waiver by the City of any of the conditions thereof.
Said use shall not cancel liquidated damages as of the first date of use, or any continuance thereof,
nor impair, reduce, or change the amount of liquidated damages.
2.11 COOPERATION WITH OTHER WORK FORCES
A. The City reserves the right to perform other Work at or near the site at any time by the use of its own
forces or other contractors.
B. Other contractors, other utilities and public agencies or their contractors, other City contractors, and
City personnel may be working in the vicinity during the project construction period. There may be
some interference between these activities and the Work under the Contract Documents. The
Contractor shall cooperate and coordinate his/her Work with that of other Work forces to assure
timely Contract completion.
2.12 AGREEMENTS WITH PROPERTY OWNERS
Agreements with property owners for storing excavated material, storing any other materials, or for any other
purpose related to the Work shall be made in writing and a copy submitted to the Director for his/her
information. All storage charges shall be at the Contractor’s sole expense.
2.13 PROTECTION OF PROPERTY
All public and private property, pavement or improvement, shall be safely guarded from damage or loss in
connection with this Contract by the Contractor at all times. Should any facility, structure, or property be damaged
during operations of the Contractor, he/she shall immediately notify the property owners or authorities. All
damages and losses incurred shall be paid by the Contractor.
2.14 CONTRACTOR'S RESPONSIBILITIES FOR LOSSES OR LIABILITIES
A. Risk of Loss
Except as otherwise provided in the Contract Documents and except as to the cost of repair or
restoration of damage to the Work caused by force majeure, the Contractor shall bear all losses
resulting to him/her on account of the amount or character of the Work, or from any unforeseen
obstructions or difficulties which may be encountered, or from any encumbrances on the line of the
Work, or because the nature of the ground in or on which the Work is done is different from what is
assumed. The Contractor shall bear the risk for any City equipment, material, or supplies with which
he/she has been entrusted.
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B. Materials and Facilities
The Contractor shall be responsible for materials and facilities as hereinafter provided and in the
event of his/her failure to carry out said responsibilities, the same may be carried out by the City at the
expense of the Contractor:
1. The Contractor shall be responsible for any materials so furnished and for the care of all
Work until its completion and final acceptance, and he/she shall at his/her own expense
replace damaged or lost materials and repair damaged parts of the Work.
2. The Contractor shall protect City facilities from damage resulting from his/her Work. City
facilities damaged by, or as a result of, the Contractor's Work under this Contract shall be
repaired or replaced, as directed by the Director, at the Contractor's expense.
3. The Contractor shall remove from the vicinity of the completed Work all buildings, rubbish,
unused material, concrete forms, and other materials belonging or used under his/her
direction during construction. If Contractor fails to completely remove such items within a
reasonable time the City may do so at the Contractor’s expense.
C. Laws and Regulations
1. The Contractor shall obey all laws, ordinances, and regulations in any manner affecting those
engaged or employed on the Work, or the materials used in the Work, or in any way affecting
the conduct of the Work, and of all court orders and decrees having any jurisdiction or authority
over the same. If any discrepancy or inconsistency should be discovered in this Contract, or in
the Drawings or Specifications herein referred to, in relation to any such law, ordinance,
regulation, order, or decree, he/she shall immediately report the same in writing to the Director.
2. Contractor shall, at all times, cause all his/her agents and employees to observe and comply with
all such applicable laws, ordinances, regulations, orders, and decrees in effect or which may
become effective before Final Completion of this Contract.
3. Nothing in the Contract Documents shall be construed to permit Work not conforming to such laws,
ordinances, and regulations. If the Contractor ascertains at any time that any requirement of this
Contract is at variance with such applicable law requirement, he/she shall immediately notify the
Director.
4. If such applicable law requirement was not in effect on the date of submission of bids, any
necessary adjustment of the Contract price shall be made as provided in Article 6 herein. If such
applicable law requirement was in effect on said date of bid submission, no adjustment of Contract
price will be considered.
5. The Contractor, at his/her own expense, shall pay all taxes properly assessed against his/her
equipment, materials, or property used or required in connection with the Work.
2.15 WARRANTY AND CORRECTIONS
A. Warranty
1. Warranty. The Contractor warrants to the City that: (i) materials and equipment furnished
under the Contract will be of good quality and new unless otherwise required or permitted by
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the Contract Documents; (ii) the Work will be of good quality and free from defects; (iii) the
Work will conform to the requirements of the Contract Documents; and (iv) Contractor will
deliver the Project free of stop notice claims. Work not conforming to these requirements,
including substitutions not accepted by the City, will be deemed defective. The Contractor’s
warranty excludes improper or insufficient maintenance, improper operation, or normal wear
and tear and normal usage. If required by the City, the Contractor shall furnish satisfactory
evidence as to the kind and quality of materials and equipment. This warranty is not limited
by the correction obligation of Paragraph 2.04 herein.
2. Overlap. Where any warranties provided under the Contract Documents overlap, conflict, or
are duplicative, Contractor will be bound by the more stringent requirements.
3. Procurement and Assignment of Warranties: Contractor shall obtain in the name of City, or
transfer or assign to City or City’s designee prior to the time of Final Completion of the Work,
any and all warranties or guarantees which Contractor is required to obtain pursuant to the
contract Documents and which Contractor obtained from any other person or entity other than
Contractor including, but not limited to, Subcontractors and manufacturers, and further agrees
to perform the Work in such a manner so as to preserve any and all such warranties.
Contractor shall secure written warranties from all Subcontractors. Contractor and its
Subcontractors shall offer any warranty upgrades or extensions that are offered by
manufacturers of any equipment or system installed in the Work to the City. Contractor shall
deliver to City all warranty and guarantee documents and policies.
4. Survival of Warranties: The provisions of this paragraph 2.15 will survive Contractor’s
completion of the Work or termination of Contractor’s performance of the Work.
B. Correction of Work
1. Before or After Final Completion. The Contractor shall promptly correct Work rejected by
the City or City’s designee, as failing to conform to the requirements of the Contract
Documents, whether discovered before or after Final Completion and whether or not
fabricated, installed, or completed. Costs of correcting such rejected Work, including
additional testing, inspections, and compensation for the City’s services and expenses
made necessary thereby, will be at the Contractor’s expense within the Contract Price.
2. After Final Completion.
(a) In addition to the Contractor’s warranty obligations under Paragraph 2.15-A, if,
within one (1) year after the date of Final Completion of the Work or within the time
period established by any applicable special warranty required by the Contract
Documents, any of the Work is found to be not in accordance with the
requirements of the Contract Documents, the Contractor shall commence
correction or replacement of such Work within forty-eight (48) hours after receipt
of written notice from the City to do so. The Contractor shall perform such
corrective work without charge or cost to the City after Final Completion of the
Work. The City shall give such notice promptly after discovery of the condition.
(b) If the Contractor fails to commence correction or replacement of non-conforming
Work within forty-eight (48) hours after receipt of written notice, the City will
proceed to have defects repaired or replaced at the expense of the Contractor and
its Performance Bond surety, plus fifteen percent (15%) for the City’s overhead
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and administrative expense. The City may charge such costs against any
payment due Contractor. If, in the opinion of the City, defective work creates a
dangerous or hazardous condition or requires immediate correction or attention to
prevent further loss to the City or to prevent interruption of operations of the City,
the City may take immediate action, give notice, make such correction, or provide
such attention and the cost of such correction or attention will be charged against
the Contractor. Such action by the City will not relieve the Contractor of the
warranties provided in this Article or elsewhere in the Contract Documents.
3. Replacement or Removal of Defective or Unauthorized Work. The Contractor shall remove
from the Site and replace those portions of the Work which are not in accordance with the
requirements of the Contract Documents in a manner acceptable to and as ordered by the
Director. No compensation shall be allowed for such removal or replacement. Director
shall have authority to cause defective work to be remedied, removed or replaced and to
deduct the costs from monies due or to become due to the Contractor.
4. Destruction or Damage. In the event the Contractor destroys or damages any construction
of the City or another contractor while correcting or removing Work which is not in
accordance with the requirements of these Contract Documents, the Contractor shall bear
the cost of repairing or reconstructing that other construction as well.
5. No Limitation. Nothing contained in Paragraph 2.15-B will be construed to establish a
period of limitation with respect to other obligations which the Contractor might have under
the Contract Documents. Establishment of the one-year period for correction of Work as
described in Paragraph 2.15-B relates only to the specific obligation of the Contractor to
correct the Work, and has no relationship to the limitations periods established by statute
for any construction defect or other causes of action.
2.16 CLEANING AND ENVIRONMENTAL CONTROLS
The Contractor, Subcontractors and employees shall comply with all litter and pollution laws and it shall be the
responsibility of the Contractor to ensure compliance. The Contractor shall do all of the following:
A. Maintain the Site free of waste materials, debris, and rubbish and in a clean and orderly condition;
and Remove waste materials, debris and rubbish from site and dispose off-site legally.
B. The Contractor shall maintain at his/her disposal any and all equipment necessary to prevent and
remediate any sanitary sewer overflow arising out of the Work. The Contractor shall furnish and operate
a self-loading motor sweeper with spray nozzles, as directed by the Director, to maintain the affected
areas in a condition of cleanliness acceptable to the City at all locations affected by the Contractor’s
operations. For purposes of this Paragraph, the affected areas include the project Site as well as all
haul routes to and from the project Site and all areas of construction and restoration which have not
been completed.
C. The Contractor shall take appropriate action to ensure that no dust originates from the project Site.
D. Any equipment or vehicles driven and/or operated within or adjacent to a street gutter, storm drain,
runoff conveyance or ocean shall be checked and maintained daily to prevent leaks of materials that
if introduced to water could be deleterious to aquatic life.
E. No debris, soil, silt, sand, bark, trash, sawdust, rubbish, cement or concrete or washings thereof, oil or
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petroleum products or other organic or earthen material from any construction, or associated activity or
whatever nature shall be allowed to enter into or placed where same may be washed by rainfall or
runoff into waters of the State. When operations are completed, any excess materials or debris shall
be removed from the Work area.
2.17 WATER POLLUTION CONTROL
A. The Contractor shall meet all applicable City of Vernon, state and federal clean water laws, rules and
regulations including but not limited to all conditions set forth in the Vernon Municipal Code Chapter
21, Article 5 regarding stormwater and urban runoff controls as it relates to public agency activities
including, but not limited to storm and/or sanitary sewer system inspection and repair, street
sweeping, trash pick-up and disposal, and street and right-of-way construction and repair are
required to implement and maintain the activity specific Best Management Practices (BMPs) listed
in Table 2-1 below in compliance with the National Pollutant Discharge Elimination System (NPDES)
requirements. Contractor shall not discharge any water containing trash, debris, pollutants, fuels,
oils, soaps or other non-allowable constituents from its sweeping vehicles upon any city street, to
any storm drain or any non-permitted outlet. As part of its submission, contractor shall describe its
methods for preventing NPDES violations during sweeping operations within the City. In addition,
Contractor shall comply with all NPDES requirements at its maintenance facilities, storage yards and
company facilities. Failure to comply with this section may result in termination for cause by the City
of any contract resulting from this solicitation.
Table 2-1. BMPs for Public Agency Facilities and Activities
General and Activity Specific BMPs
General BMPs
Scheduling and Planning
Spill Prevention and Control
Sanitary/Septic Waste Management
Material Use
Safer Alternative Products
Vehicle/Equipment Cleaning, Fueling and Maintenance
Illicit Connection Detection, Reporting and Removal
Illegal Spill Discharge Control
Maintenance Facility Housekeeping Practices
Flexible Pavement
Asphalt Cement Crack and Joint Grinding/ Sealing
Asphalt Paving
Structural Pavement Failure (Digouts) Pavement Grinding and Paving
Emergency Pothole Repairs
Sealing Operations
Rigid Pavement
Portland Cement Crack and Joint Sealing
Mudjacking and Drilling
Concrete Slab and Spall Repair
Slope/Drains/Vegetation
Shoulder Grading
Nonlandscaped Chemical Vegetation Control
Nonlandscaped Mechanical Vegetation Control/Mowing
Nonlandscaped Tree and Shrub Pruning, Brush Chipping, Tree and Shrub
Removal
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Fence Repair
Drainage Ditch and Channel Maintenance
Drain and Culvert Maintenance
Curb and Sidewalk Repair
Litter/ Debris/ Graffiti
Sweeping Operations
Litter and Debris Removal
Emergency Response and Cleanup Practices
Graffiti Removal
Landscaping
Chemical Vegetation Control
Manual Vegetation Control
Landscaped Mechanical Vegetation Control/ Mowing
Landscaped Tree and Shrub Pruning, Brush Chipping, Tree and Shrub Removal
Irrigation Line Repairs
Irrigation (Watering), Potable and Nonpotable
Environmental
Storm Drain Stenciling
Roadside Slope Inspection
Roadside Stabilization
Stormwater Treatment Devices
Traction Sand Trap Devices
Bridges
Welding and Grinding
Sandblasting, Wet Blast with Sand Injection and Hydroblasting
Painting
Bridge Repairs
Other Structures
Pump Station Cleaning
Tube and Tunnel Maintenance and Repair
Tow Truck Operations
Toll Booth Lane Scrubbing Operations
Electrical Sawcutting for Loop Installation
Traffic Guidance
Thermoplastic Striping and Marking
Paint Striping and Marking
Raised/ Recessed Pavement Marker Application and Removal
Sign Repair and Maintenance
Median Barrier and Guard Rail Repair
Emergency Vehicle Energy Attenuation Repair
Storm Maintenance Minor Slides and Slipouts Cleanup/ Repair
Management and Support
Building and Grounds Maintenance
Storage of Hazardous Materials (Working Stock)
Material Storage Control (Hazardous Waste)
Outdoor Storage of Raw Materials
Vehicle and Equipment Fueling
Vehicle and Equipment Cleaning
Vehicle and Equipment Maintenance and Repair
Aboveground and Underground Tank Leak and Spill Control
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B. Water Quality Protection Requirements for Construction Projects with Less than One (1) Acre of
Disturbed Soil.
All construction projects, regardless of size, will be required to implement best management practices
(BMPs) necessary to reduce pollutants to the Maximum Extent Practicable (MEP) to meet the
minimum water quality protection requirements and implement all applicable set of BMPs as defined
in Table 2-2.
Please refer to the California Stormwater Quality Association’s Construction Handbook (available on their website:
www.cabmphandbooks.com) for further information regarding the BMPs listed in Table 2-2.
All construction projects with Less than One (1) Acre of Disturbed Soil shall submit to the City a
signed Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit
(Exhibit 5).
The Contractor may self-certify that the following training was completed on an annual basis
providing they certify they have received all applicable training:
The Contractor shall train all of their employees in targeted positions (whose interactions,
jobs, and activities affect stormwater quality) on the requirements of the overall stormwater
management program.
When the Work includes the use or have the potential to use pesticides or fertilizers, the
Contractor shall train all of their employees (whether or not they normally apply pesticides
or fertilizers as part of their work). Training programs shall address:
1) The potential for pesticide-related surface water toxicity
2) Proper use, handling, and disposal of pesticides
Table 2-2
Minimum Water Quality Protection Requirements and Applicable Set of BMPs for All Construction Projects
Category Minimum Requirements BMPs
1. Sediment Control Sediments generated on the project site shall be retained
using adequate Treatment Control or Structural BMPs.
Sediment Control
2. Non-Stormwater
Management, Waste
Management and
Materials Pollution
Control
Construction-related materials, wastes, spills or residues
shall be retained at the project site to avoid discharge to
streets, drainage facilities, receiving waters, or adjacent
properties by wind or runoff.
Non-storm water runoff from equipment and vehicle washing
and any other activity shall be contained at the project sites.
Stormwater
Management; Waste
Management
3. Erosion Control Erosion from slopes and channels shall be controlled by
implementing an effective combination of BMPs, such as the
limiting of grading scheduled during the wet season;
inspecting graded areas during rain events; planting and
maintenance of vegetation on slopes; and covering erosion
susceptible slopes.
Erosion Control
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3) Least toxic methods of pest prevention and control, including Integrated Pest
Management
4) Reduction of pesticide use
C. Water Quality Protection Requirements for Construction Projects with One (1) Acre (or greater) of
Disturbed Soil. In addition to the minimum BMPs required in Paragraphs A and B, all construction
projects where at least one (1) acre of soil will be disturbed, construction activity that results in land
surface disturbances of less than one acre if the activity is part of a larger common plan of development,
or the sale of one or more acres of disturbed land surface requires a Construction Activities Storm
Water General Permit (2009-0009-DWQ Permit).
Prior to commencement of construction activities, the Permit Registration Documents (PRDs) must
be submitted electronically in the Storm Water Multi-Application Report Tracking System (SMARTS)
(http://smarts.waterboards.ca.gov/smarts/faces/SwSmartsLogin.jsp ). PRDs consist of the
Notice of Intent, Risk Assessment, Post-Construction Calculations, a Site Map, the Storm Water
Pollution Prevention Plan (SWPPP), a signed certification statement by the Legally Responsible
Person (LRP), and the first annual fee.
See: http://www.swrcb.ca.gov/water_issues/programs/stormwater/construction.shtml for more
information. A Waste Discharger Identification (WDID) will be emailed to the LRP after the PRDs
have been submitted and are deemed complete. Construction activities cannot begin until a WDID is
issued by the State Water Resources Control Board. Contractor shall bear the costs of any delays to
the Project caused by a delay in obtaining its WDID.
The SWPPP shall include:
1. The name, location, period of construction, and a brief description of the project;
2. Contact information for the owner and contractor;
3. The building permit number for the project;
4. The grading permit number for the project (where applicable);
5. A list of major construction materials, wastes, and activities at the project site;
6. A list of best management practices to be used to control pollutant discharges from major
construction materials, wastes, and activities;
7. A site plan (construction plans may be used) indicating the selection of BMPs and their
location where appropriate;
8. Non-storm water discharges, their locations, and the BMPs necessary to prevent the
discharge;
9. A maintenance and self-inspection schedule of the BMPs to determine the effectiveness
and necessary repairs of the BMPs; and
10. A certification statement that all required and selected BMPs will be effectively
implemented.
Within seven (7) days after the City awards the Contract, the Contractor shall submit seven (7) copies
of the proposed SWPPP to the City. The City shall review the SWPPP within 14 days of receipt of the
plan. If revisions are required, the Contractor shall revise and re-submit the document within seven (7)
days of its receipt of the City’s comments. The City shall then have seven (7) days to consider the
revisions made by the Contractor and approve the SWPPP.
The Contractor shall maintain a minimum of two (2) readily accessible copies of the SWPPP at the
Project site. The SWPPP shall be made available upon request of a representative of the Los
Angeles Regional Water Quality Control Board (LARWQCB) or the U.S. Environmental Protection
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Agency (U.S. EPA). Requests by environmental groups and the public shall be directed to the City.
D. Best Management Practices
The objective of the SWPPP is to identify potential sources of pollution that may reasonably affect
the quality of storm water discharge associated with construction activities. The plan will describe
and ensure the implementation of Best Management Practices (BMPs) which will be used to
reduce pollutants in the storm water discharges from the construction site. A Best Management
Practice is defined as any program, technology, process, operating method, measure, or device
that controls, prevents, removes, or reduces pollution. The Contractor shall select appropriate
BMPs from the California Stormwater BMP Handbook, Municipal, Industrial, New Development,
and Construction Volumes (www.cabmphandbooks.com) in conjunction with all activities and
construction operations. Copies of the California Stormwater BMP Handbooks may be obtained
from:
California Stormwater Quality Association
P.O. Box 2313
Livermore, CA 94551
www.cabmphandbooks.com
Cashier
Los Angeles County DPW
900 South Fremont Avenue
Alhambra, CA 91803
Tel. No. (626) 458-6959
E. Implementation
The Contractor will be responsible throughout the duration of the Project for the installation,
monitoring, inspection and maintenance of the BMPs included in the SWPPP and for removing and
disposing of temporary BMPs. The Contractor may be required to implement additional BMPs as a
result of changes in actual field conditions, contractor’s activities, or construction operations.
The Contractor shall demonstrate the ability and preparedness to fully deploy these SWPPP
control measures to protect soil-disturbed areas of the project site before the onset of precipitation
and shall maintain a detailed plan for the mobilization of sufficient labor and equipment to fully
deploy these control measures.
Throughout the winter season, active soil-disturbed areas of the project site shall be fully protected
at the end of each day with these control measures unless fair weather is predicted through the
following day. The Contractor shall monitor daily weather forecasts. If precipitation is predicted
prior to the end of the following workday, construction scheduling shall be modified, as required,
and the Contractor shall deploy functioning control measures prior to the onset of the precipitation.
The City may order the suspension of construction operations which are creating water pollution if
the Contractor fails to conform to the requirements of this Paragraph 2.17. Unless otherwise directed
by the City, the Contractor’s responsibility for SWPPP implementation shall continue throughout any
temporary suspension of the Work.
F. Sewage Spill Prevention. The Contractor’s attention is directed to the sewer bypass operation
required during any sewer construction pursuant to the 2012 edition of the “Greenbook” Standard
Specifications for Public Works Construction, Section 500.1.2.4 or as that section is subsequently
amended.
The Contractor shall exercise extraordinary care to prevent the cause of events that may lead to a
sewage spill. In the event of a sewage spill, the Contractor shall make arrangements for an
emergency response unit comprised of emergency response equipment and trained personnel to
be immediately dispatched to the project site.
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The Contractor shall be fully responsible for preventing and containing sewage spills as well as
recovering and properly disposing of raw sewage. In addition, the Contractor is responsible for any
fines, penalties and liabilities arising from negligently causing a sewage spill. Any utility that is
damaged by the contractor shall be immediately repaired at the Contractor’s expense. The
Contractor shall take all measures necessary to prevent further damage or service interruption and
to contain and clean up the sewage spills.
G. Sewage Spill Telephone Notification
Should a sewage spill occur, the Contractor shall immediately report the incident to both of these two
City Departments:
Sewer Maintenance Services ....................................................................................... City of
Vernon Control Center (323) 826-1461
Fire Department Dispatch Center ................................................................................. 911
The Contractor is encouraged to obtain telephone numbers, pager numbers and cellular telephone
numbers of City representatives such as Project Managers and Inspectors. However, if these City
representatives are not available, then the Contractor shall immediately call:
City of Vernon Control Center
(323) 826-1461
H. Sewage Spill Written Notification
The Contractor shall prepare and submit a written report to the Director within three (3) Working
Days from the occurrence of a spill to the City. This report shall describe all of the following:
1. The exact location on the Thomas Guide map.
2. The nature and volume.
3. The date, time and duration.
4. The cause.
5. The type of remedial and/or cleanup measures taken and date and time
implemented.
6. The corrective and preventive action taken.
7. The water body impacted and results of necessary monitoring.
I. Enforcement
The City is subject to enforcement actions by the LARWQCB, U.S. EPA, environmental groups and
private citizens. The Contractor shall indemnify, defend and hold City, its officers, agents and
employees harmless from Contractor’s failure to comply and/or fulfill the requirements set forth in
this Paragraph 2.17. Contractor shall be responsible for all costs and liabilities imposed by law as
result of Contractor’s failure to comply and/or fulfill the requirements set forth in this Paragraph 2.17.
The costs and liabilities include, but are not limited to fines, penalties and damages whether
assessed against the City or the Contractor.
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In addition to any remedy authorized by law, any money due to the Contractor under this contract
shall be retained by the City until all costs and liabilities imposed by law against the City or Contractor
have been satisfied.
J. Maintenance
The Contractor shall ensure the proper implementation and functioning of BMP control measures
and shall regularly inspect and maintain the construction site for the BMPs identified in the
SWPPP. The Contractor shall identify corrective actions and time frames in order to properly
address any damaged measure, or reinitiate any BMPs that have been discontinued.
If the City identifies a deficiency in the deployment or functioning of identified control measures, the
deficiency shall be corrected by the Contractor immediately or by a later date and time if agreed to
by Director and if requested in writing, but not later than the onset of the subsequent precipitation
events. The correction of deficiencies shall be at no additional cost to the City.
K. Payment
All costs involved in the implementation of the SWPPP, including furnishing all labor, materials,
tools, equipment and all incidentals; and for doing all the work involved in installing, constructing,
maintaining, removing, and disposing of control measures, except those that were installed as a
part of another structure, shall be included in the unit prices bid for the various related items of
work and no additional compensation will be made therefor.
2.18 SOLID WASTE DISPOSAL AND DIVERSION
The Contractor shall submit to the Director the following summary of solid waste generated by the Work,
disposed in Class III landfills, or diverted from disposal through recycling. Report disposal in inert fill
separately. This form must be accompanied by legible copies of weight tickets, receipts, or invoices that
specifically identify the project generating the material. Said documents must be from recyclers and/or
disposal site operators that are acceptable to the Director. Further, the documents must be submitted to the
Director with each application for progress payment. Failure to submit the form and its supporting
documentation will render the application for progress payment incomplete and delay progress payments.
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SUMMARY OF SOLID WASTE DISPOSAL AND DIVERSION
Project Title: ______________________________ Specification No. ___________
Type of Material (a) Disposed in
Class III Landfills
(b) Diverted from
Class III Landfills by
Recycling
(c) [Leave This
Column Blank]
(d) Disposed in Inert
Fills
Tons/CY Tons/CY Tons/CY Tons/CY
Asphalt
Concrete
Metal
Other Segregated
Materials (Describe):
Miscellaneous
Construction Waste
Total
Form to be submitted to the City
SIGNATURE:
TITLE:
DATE:
2.19 RECYCLED, REUSABLE AND RECYCLABLE PRODUCTS
The Contractor is encouraged to propose recycled, reusable and recyclable products for use by the City.
Those items should be clearly identified. The City may require further information or documentation to
ascertain the suitability/appropriateness of a proposed product.
[END OF ARTICLE]
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ARTICLE 3 - TIME OF COMMENCEMENT AND COMPLETION
3.01 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK
A. Notice to Proceed
The Contractor is not authorized to perform any Work the Contract Documents until he/she has
received from the City an official notification to commence Work. The date on which the notification is
received by the Contractor is herein referred to as the Notice to Proceed. The Contractor shall
commence Work on the Date of Commencement established in the Notice to Proceed is issued. The
Notice to Proceed shall be issued after the Contract is properly executed, bonds are furnished and
approved, and insurance has been submitted and approved.
B. Prosecution of the Work
Work shall be continued at all times with such force and equipment as will be sufficient to complete it
within the specified time. The Contractor expressly proposes that he/she has taken into consideration
and made allowances for all ordinary delays and hindrances to the Work to be performed and that
he/she will complete the Work within the specified time.
C. Required Contract Completion
Time is of the essence in the completion of this Contract. The Work shall be completed in its entirety
and made ready for service within forty-five (45)calendar days following the Date of Commencement
established in the Notice to Proceed (“Contract Time”). By executing the Contract, Contractor confirms
that the Contract Time is a reasonable period for performing the Work.
3.02 CITY'S DISCRETION TO EXTEND CONTRACT TIME
In the event the Work required hereunder is not satisfactorily completed in all parts and in compliance with the
Contract Documents, City shall have the right, in its sole discretion, to increase the number of Working Days or
not, as may seem best to serve the interest of City. A change order extending the Contract Time only will be
issued by the City should the City decide to increase the number of Working Days.
3.03 SUBSTANTIAL COMPLETION
A. Contractor Request for Inspection and Punch List
When the Contractor considers that it has achieved Substantial Completion of the Work, or
designated portion thereof, Contractor shall prepare and submit to the Director a request for
inspection and a comprehensive punch list of items to be completed or corrected prior to Final
Payment. Failure to include an item on such punch list does not alter the responsibility of the
Contractor to complete all Work in accordance with the Contract Documents.
B. City Inspection
Upon receipt of the Contractor's punch list, the Director will make an inspection to determine
whether the Work or designated portion thereof is Substantially Complete. If the inspection
discloses any item, whether or not included on the Contractor's punch list, which is not sufficiently
complete in accordance with the Contract Documents so that the City can occupy or utilize the
Work or designated portion thereof for its intended use, the Contractor shall, before City's issuance
of the Certificate of Substantial Completion, complete or correct such item upon notification by City.
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The Contractor shall then submit a request for another inspection by City to determine Substantial
Completion.
C. Certificate of Substantial Completion
When the Work or designated portion thereof is substantially complete, the Director will prepare a
Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall
establish responsibilities of the City and Contractor for security, maintenance, utilities, damage to the
Work, and insurance, and shall fix the time within which the Contractor shall finish all items on the
Contractor’s punch list accompanying the Certificate. Warranties required by the Contract
Documents shall commence on the date of Substantial Completion of the Work. Contractor shall
deliver to City all warranty and guarantee documents and policies.
3.04 DELAYS AND EXTENSIONS OF TIME FOR CONTRACTOR
A. The Contractor shall take reasonable precautions to foresee and prevent delays to the Work. In the
event of any delay to the Work, the Contractor shall revise his/her sequence of operations, to the
extent possible under the terms of the Contract, to offset the delay.
B. If any delay to the Work is caused by circumstances within the Contractor's control, it is not excusable
and not compensable, and the Contractor will not be entitled to any extension of time or to any other
compensation for damages resulting directly or indirectly therefrom.
C. If any delay having a direct effect on the Work is caused by circumstances beyond the control of the
Contractor except for causes of delay specified in Paragraph 3.04-D., such delay may be excusable
and may entitle the Contractor to an equivalent extension of time, but not to any other compensation.
Excusable but not compensable causes include but are not limited to labor disputes, weather
conditions unfavorable for prosecution of the Work, and force majeure.
D. If any delay having a direct effect on the Work is caused by failure of the City to provide information
as specified, or necessary instructions for carrying on the Work, or to provide the necessary right of
way or site for installation, or failure of a utility to remove or relocate an existing facility such delay
may be compensable and may entitle the Contractor to an equivalent extension of time, and to
compensation for damages resulting directly from any of the causes of delay specified in this
paragraph.
E. The Contractor shall notify the Director in writing of any delay having a direct effect on the Work and
the causes thereof within 15 days from the beginning of such delay.
F. Any claim for an extension of time or for compensation for damages resulting from delay shall be
made in writing to the Director not more than 30 days after the ending of such delay. The Contractor
shall provide a written report evaluating the impact of the delay which shall include, at a minimum,
all of the following:
1. a narrative description of the delay and its impact on the critical path to Substantial Completion of
the Work or a portion of the Work designated by City;
2. a detailed breakdown of the Allowable Costs, if any, sought by Contractor due to the delay;
3. the number of days of extension sought by Contractor as an adjustment to the Contract time;
4. a statement that Contractor has complied with the requirements of the General Conditions for
written notice of delays, along with the dates and copies of such notices;
5. the measures taken by Contractor and Subcontractors to prevent or minimize the delay; and
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6. the Contactor’s recommendations for reordering or re-sequencing the Work to avoid or minimize
further delay.
No extension of time or compensation for damages resulting from delay will be granted unless the
delay affects the timely completion of the overall Work under the Contract or the timely completion
of a portion of the Work for which a time of completion is specified.
G. The Director will investigate the facts and ascertain the extent of the delay, and his/her findings
thereon shall be final and conclusive.
H. Failure of the Contractor to give written notice of a delay, or to submit or document a claim for an
extension of time or for damages resulting from delay in the manner and within the times stated
above shall constitute a waiver of all claims thereto.
I. When a Contractor experiences two concurrent delays, one compensable and the other excusable,
no compensation other than an extension of time will be allowed.
J. An extension of time must be approved by the Director to be effective, but an extension of time
whether with or without consent of the sureties, shall not release the sureties from their obligations,
which shall remain in full force until the discharge of the Contract.
3.05 CLIMATIC CONDITIONS
A. The Director may suspend the Work whenever weather conditions or conditions resulting from
inclement weather are unfavorable for the prosecution of the Work. The delay caused by such
suspension may entitle the Contractor to an extension of time but not to any other compensation.
B. If the Contractor believes that Work should be suspended under this Paragraph 3.05, he/she may
request such suspension. The delay caused by such suspension may entitle the Contractor to an
extension of time but not to any other compensation.
C. No extension of time will be granted for suspension of Work unless the suspension affects the timely
completion of all Work under the Contract or the timely completion of a portion of the Work for which
a time of completion is specified. Determination that the suspension for inclement weather conditions
or conditions resulting from inclement weather affects timely completion and entitles the Contractor
to an extension of time shall be made and agreed to in writing by the Director and the Contractor on
each day that Work is suspended. In the event of failure to agree, the Contractor may protest under
the provisions of Paragraph 7.07.
D. If Work is suspended and an extension of time is granted under this Paragraph 3.05 the Contractor
will be entitled to a one day extension of time for each day that he/she is unable to Work at least
one-half of his/her current normal Work day; and if the Work is suspended at the regular starting time
on any Work day and the Contractor's Workforce is dismissed as a result thereof, then he/she will
be entitled to a one day extension of time whether or not conditions change thereafter and the major
portion of the day is suitable for Work.
3.06 COMPLETION AND ACCEPTANCE
A. Upon request by the Contractor, the Director shall conduct a final inspection of the Work. If, in the
Director’s opinion, Final Completion has been achieved, the Director will accept the Work by issuing a
“Notice of Completion” of the Work to the Contractor. Upon the issuance of the Notice of Completion
the Contractor will be relieved from responsibility to protect the Work.
B. Within 15 calendar days after issuing the Notice of Completion, the Director will record the Notice of
Completion with the County Recorder.
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3.07 LIQUIDATED DAMAGES
A. Contractor and City agree to liquidate damages in the amount of one thousand five hundred dollars
($($1,500)) per day, with respect to Contractor’s failure to achieve Substantial Completion of the Work
within the Contract Time. The Parties intend for the liquidated damages set forth herein to apply to this
Contract as set forth in Government Code Section 53069.85. The Contractor acknowledges and
agrees that the liquidated damages are intended to compensate City solely for the Contractor’s failure
to meet the deadline for Substantial Completion and shall not excuse Contractor from liability from any
other breach, including any failure of the Work to conform to the requirements of the Contract
Documents.
B. In the event that Contractor fails to achieve Substantial Completion of the Work within the Contract
Time, Contractor agrees to pay City the amount specified in the Contract form for each calendar day
that Substantial Completion is delayed.
C. Contractor and City acknowledge and agree that the foregoing liquidated damages have been set
based on an evaluation of damages that the City will incur in the event of late completion of the Work.
Contractor and City acknowledge and agree that the amount of such damages are impossible to
ascertain as of the effective date hereof and have agreed to such liquidated damages to fix City’s
damages and to avoid later disputes. It is understood and agreed by Contractor that liquidated
damages payable pursuant to this Agreement are not a penalty and that such amount are not manifestly
unreasonable under the circumstances existing as of the effective date of this Agreement.
D. It is further mutually agreed that City shall have the right to deduct liquidated damages against progress
payments or retainage and that the City will issue a Construction Change Directive and reduce the
Contract Sum accordingly. In the event the remaining unpaid Contract Sum is insufficient to cover the
full amount of liquidated damages. Contractor shall pay the difference to City.
[END OF ARTICLE]
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ARTICLE 4 - CONSTRUCTION SCHEDULES
4.01 BASELINE PROJECT SCHEDULE
The Contractor shall submit his/her work Baseline Project Schedule, in electronic as well as hard-copy format,
to the Director at the pre-construction meeting showing in detail how the Contractor plans to execute and
coordinate the Work. The construction schedule shall show the sequence of work, critical path and estimated
time for completion of each segment of work. This schedule must be reviewed and accepted by the Director
before the Contractor will be permitted to begin work. In addition, the Contractor shall submit a detailed schedule
forecasting two (2) weeks of work describing each day’s work. This schedule shall be updated and submitted to
the City every other Monday during the construction period. The Contractor shall give 48 hours notice to the City
Engineer prior to the start of the work.
A. Format
1. At a minimum, the Baseline Project Schedule activities shall be coded on a work discipline basis
and by geographic area or location on the Project. The Baseline Project Schedule shall include a
detailed description of each activity code. The Baseline Project Schedule shall be based on and
incorporate contract milestone and completion dates specified in the Contract Documents. It shall
depict events, jobs, and their interrelationships and shall recognize the progress that must be made
on one task before subsequent tasks can begin. The schedule shall be comprehensive and shall
include all logical interdependencies and interactions required to perform the Work of the Project.
2. Overall time of completion and time of completion for each milestone shown on the Schedule shall
adhere to the specified Contract Time, unless an earlier (advanced) time of completion is
requested by Contractor, agreed to by the City and formalized by Change Order.
3. Contractor shall use the latest version of Microsoft Project or equivalent software agreed to by
the parties.
4. The City will review the submitted Baseline Project Schedule for conformance with these
scheduling requirements. Within fourteen (14) calendar days after receipt, the City will accept the
proposed Baseline Project Schedule or will return it with comments. If the proposed Baseline
Project Schedule is accepted by the City, it shall be deemed part of the Contract Documents. If
the Baseline Project Schedule is not accepted by City, Contractor shall revise the Baseline Project
Schedule, in accordance with the recommendations of the City, and re-submit same for
acceptance, no later than seven (7) calendar days after receipt of said recommendation.
5. Acceptance of Baseline Project Schedule by City, failure to include an element of work, or
inaccuracy in Baseline Project Schedule shall not relieve Contractor from the responsibility for
accomplishing the Work in accordance with the Contract Documents.
B. Float
1. Critical Work activities are defined as Work activities which, if delayed or extended, will delay the
scheduled completion of the milestones and/or time of completion. All other Work activities are
defined as non-critical Work activities and are considered to have float. Float is defined as the
time that a non-critical Work activity can be delayed or extended without delaying the scheduled
completion of the milestones and/or time of completion. Float is considered a Project resource
available to either party or both parties as needed. Once identified, Contractor shall monitor,
account for, and maintain float in accordance with Critical Path Methodology.
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2. Delays of any non-critical Work shall not be the basis for an extension of Contract Time until the
delays consume all float associated with that non-critical Work activity and cause the Work activity
to become critical.
3. It is acknowledged that City-caused time savings (i.e., critical path submittal reviews returned in
less time than allowed by the Contract Documents, approval of substitution requests which result
in a savings of time for Contractor, etc.) create shared float. Accordingly, City-caused delays may
be offset by City-caused time savings.
C. Weather (This section applies only to projects of one (1) year duration or longer)
The completion time contemplated by this Contract anticipates zero lost days (Work Days) due to
normal weather conditions annually and prorated for any duration less than twelve months. Only
unusual or extreme weather conditions, as determined by the National Oceanic and Atmospheric
Administration, for the time of year will be considered as justification for an extension of time to complete
the Project, and only after the zero weather days have been utilized. Annual weather days are not
cumulative, and unused days shall become “float” for the benefit of the project, and the schedule
adjusted accordingly. The use of weather days by the Contractor shall be subject to all the conditions
of claim for an extension of time. The Contractor shall notify the City in writing within ten (10) days of
the commencement of each rain event.
D. Early Completion
While the Contractor may schedule completion of the Project earlier than the date established by the
Contract Documents, no additional compensation shall become due the Contractor for the use of float
time between the Contractor’s projected early completion date and the date for Substantial Completion
established by the Contract Documents, unless an earlier (advanced) time of completion is requested
by Contractor, agreed to by the City, and formalized by Change Order.
4.02 SCHEDULE UPDATES
A. With each Application for Payment submitted by Contractor (other than the final Application for
Payment), the Contractor shall submit to the City an updated Project Schedule revised to indicate the
Work completed, status of Work in progress, all progress slippages, corrective actions taken, or
slippage carry-over, for all anticipated delays or difficulties, and all other information required to
accurately present the actual status of the progress of the Work as of the date of the Application for
Payment. If the Contractor does not submit an updated Project Schedule with an Application for
Payment, City may withhold payment, in whole or in part, until the updated Project Schedule is
submitted. In the event that an update to the Project Schedule indicates a delay to the Contract Time
the Contractor shall propose an affirmative plan to correct each such delay, including overtime and/or
additional labor, if necessary. In no event shall any Project Schedule update constitute an adjustment
in the Contract Time, any deadline, or the Contract Sum unless any such adjustment is agreed to by
the City and authorized pursuant to Change Order or Work Directive.
B. At no time shall historical data contained within the updated Project Schedule (i.e. completed activities)
be removed and/or altered in any way. This historical data is to be preserved within each of the updated
Project Schedules and submitted with the final schedule update to reflect the actual start and finish
dates for each activity within the Schedule.
C. Any work stoppages within individual work activities that exceed seven (7) calendar days in duration
shall be clearly indicated within the updated Project Schedule. In cases where unplanned activity work
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stoppages exceed seven (7) calendar days activities shall be added to the Project Schedule to clearly
indicate the work stoppage period and identify forecasted resumption and completion of the activity
where work has stopped. Contractor shall clearly note all schedule revisions when Project Schedule
updates are submitted, as required in this Paragraph 4.02 above.
4.03 NONCOMPENSABLE EXTRAORDINARY MEASURES
A. Should the City determine, in its sole judgment, that the performance of the Work has not progressed
to the level of completion required by the Contract Documents, City shall have the right to order the
Contractor to take corrective measures to expedite the progress of construction, at no additional cost
to the City, including, without limitation, the following:
1. Working additional shifts of overtime.
2. Supplying additional manpower, equipment, and/or facilities.
3. Reschedule activities to maximize practical concurrence of accomplishment of activities.
4. Submitting a Recovery Schedule discussed above, for resequencing performance of the Work or
other similar measures.
5. Any other actions that may be necessary to mitigate delays.
B. Such Extraordinary Measures shall continue until the progress of the Work is no longer behind schedule
and/or reaches the stage of completion required by the Contract Documents. Contractor shall not be
entitled to an adjustment in the Contract Sum in connection with the performance of any such
Extraordinary Measures required by the City under this Paragraph. The City may exercise the rights
furnished the City pursuant to this Paragraph as frequently as the City deems necessary to ensure that
the Contractor’s performance of the Work will comply with the Contract Time or interim completion
dates set forth in the Contract Documents. If Contractor or its Subcontractors fail to implement or
commence Extraordinary Measures within ten (10) calendar days of City’s written demand, City may,
without prejudice to other remedies, take corrective action at the expense of the Contractor which shall
reduce the Contract Sum accordingly.
4.04 CONDITION OF PAYMENT
Compliance by Contractor with the requirements of the Contract Documents pertaining to preparation,
submission, revising and updating of the Schedule is a condition precedent to City’s obligation to make payment
to Contractor of any or all sums that might otherwise be due to Contractor in the absence of such noncompliance.
Payment by City under circumstances in which City, for any reason, fails or elects not to assert its right to withhold
payment for noncompliance with this Paragraph shall not be construed as a waiver of the right to withhold future
payments on account of such noncompliance or any other noncompliance.
[END OF ARTICLE]
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ARTICLE 5 - SUSPENSION OR TERMINATION OF CONTRACT
5.01 TERMINATION BY THE CONTRACTOR
A. Contractor shall have the right to terminate its performance of the Contract only upon the occurrence
of one of the following:
1. The Work is stopped for a period of ninety (90) consecutive days through no act or fault of the
Contractor, any Subcontractor, Sub-subcontractor, their agents or employees, or any other
persons or entities performing portions of the Work under direct or indirect contract with the
Contractor, due to:
a. the issuance of an order of a court or other public authority having jurisdiction; or
b. an act of government, such as a declaration of national emergency making material
unavailable;
and Contractor has given City written notice within ten (10) days of the occurrence of such ground
for termination, then the Contractor may, upon thirty (30) additional calendar days written notice to
City, unless the reason has theretofore been cured, terminate its performance of the Work.
2. The Work is stopped for a period of 120 consecutive days through no act or fault of Contractor,
any Subcontractor, Sub-subcontractor, their agents or employees, or any other persons or entities
performing portions of the Work under direct or indirect contract with the Contractor, because the
City has persistently failed to perform any material obligation under the Contract Documents and
fails to cure such default within ninety (90) days after the receipt of notice from Contractor stating
the nature of such default.
B. If Contractor terminates its performance of the Contract in accordance with this Paragraph 5.01, the
City shall pay Contractor for the Work executed through the date of termination as set forth in Paragraph
5.04-C below.
5.02 TERMINATION BY THE CITY FOR CAUSE
A. Grounds
The City shall have the right to terminate the Contractor’s performance of the Contract, in whole or in
part, without liability to City if:
1. Contractor fails promptly to begin the Work under the Contract Documents; or
2. Contractor refuses or fails to supply enough properly skilled workers or proper materials; or
3. Contractor fails to perform the Work in accordance with the Contract Documents, including
conforming to applicable standards set forth therein in constructing the Project, or refuses to
remove and replace rejected materials or unacceptable Work; or
4. Contractor discontinues the prosecution of the Work (exclusive of work stoppage: (a) due to
termination by City; or (b) due to and during the continuance of a Force Majeure event or
suspension by City); or
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5. Contractor fails to resume performance of Work which has been suspended or stopped, within a
reasonable time after receipt of notice from City to do so or (if applicable) after cessation of the
event preventing performance; or
6. Any representation or warranty made by Contractor in the Contract Documents or any certificate,
schedule, instrument, or other document delivered by Contractor pursuant to the Contract
Documents shall have been false or materially misleading when made; or
7. Contractor fails to make payment to Subcontractors or Material Suppliers for materials or labor in
accordance with the respective Contract Documents and applicable law; or
8. Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having
jurisdiction; or
9. Contractor is guilty of breach of a provision of the Contract Documents; or
10. Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the
benefit of creditors and fails to provide City with adequate assurances of Contractor’s ability to
satisfy its contractual obligations.
A receiver, trustee, or other judicial officer shall not have any right, title, or interest in or to the Contract.
Upon that person’s appointment, City has, at its option and sole discretion, the right to immediately
cancel the Contract and declare it null and void.
B. City’s Rights.
When any of the reasons specified in Paragraph 5.02-A exist, the City may, in addition to and without
prejudice to any other rights or remedies of the City, and after giving the Contractor five (5) calendar
days written notice, terminate Contractor’s performance of the Work, in whole or in part, and may:
1. Take possession of the site and all materials, equipment, tools, construction equipment, and
machinery thereon owned by the Contractor;
2. Withhold from Contractor amounts unpaid hereunder and to offset such amounts against damages
or losses incurred by City;
3. Accept assignment of subcontracts from Contractor, at the sole discretion of City, and
4. Finish the Work by whatever reasonable method the City may deem expedient.
Upon request of the Contractor, the City shall furnish to the Contractor a detailed accounting of the
costs incurred by the City in finishing the Work.
C. Costs
If City’s costs to complete and damages incurred due to Contractor’s default exceed the unpaid
Contract balance, the Contractor shall pay the difference to the City.
D. Wrongful Termination
If it has been adjudicated or otherwise determined that City has wrongfully terminated the Contractor
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for cause, then said termination shall be deemed converted to a termination for convenience as set
forth in Paragraph 5.04 and Contractor’s remedy for wrongful termination in such event shall be limited
to the recovery of the payments permitted for termination for convenience as set forth in Paragraph
5.04.
5.03 PARTIAL DELETION OR SUSPENSION OF WORK BY THE CITY
A. Contractor agrees that the City may determine whether any or all of the Work described in the Contract
Documents shall be deleted or performance suspended without electing to terminate the Contractor’s
performance under the Contract and without any penalty being incurred by the City.
B. Any such partial deletion or suspension of the Work shall in no way void or invalidate the Contract nor
shall it provide Contractor with any basis for seeking payment from City for Work deleted or suspended
except to the extent such Work has already been performed and is otherwise compensable under the
Contract.
C. The City shall have the right to later have any such suspended or deleted Work performed by Contractor
or others without any penalty to the City.
D. In the event of any partial or complete deletion or suspension of Work, the City shall furnish Contractor
with prompt written notice thereof, and the City shall be entitled to take possession of and have as its
property all Record Documents, Accounting Records, and other data prepared by Contractor or its
Subcontractors.
E. Suspension for Convenience.
1. The City may at any time and from time to time, without cause, order the Contractor, in writing, to
suspend, delay, or interrupt the Work in whole or in part for such period of time as the City may
determine. Such order shall be specifically identified as a “Work Suspension Directive” under this
Section.
2. Upon receipt of a Work Suspension Directive, Contractor shall, at the City’s expense, comply with
its terms and take all reasonable steps to minimize costs allocable to the Work covered by the
Work Suspension Directive during the period of Work stoppage.
3. Within the period of suspension, or such extension to that period as is agreed upon by Contractor
and the City, the City shall either cancel the Work Suspension Directive or delete the Work covered
by such Work Suspension Directive by issuing a Change Order or Construction Change Directive.
4. If a Work Suspension Directive is cancelled or expires, Contractor shall continue the Work. A
Change Order or Construction Change Directive will be issued to cover any adjustments of the
Contract Sum and Contract Time necessarily caused by such suspension. No adjustment shall be
made to the extent:
(a) That performance is, was, or would have been so suspended, delayed, or interrupted by
another cause for which the Contractor is responsible; or
(b) That an equitable adjustment is made or denied under another provision of the Contract.
F. Suspensions for Cause
City has the authority by written order to suspend the Work, in whole or in part, without liability to City
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for Contractor’s failure to:
1. Correct conditions unsafe for the Project personnel or general public, or
2. Carry out the Contract; or
3. Carry out orders of City.
G. Responsibilities of Contractor During Suspension Periods
During periods that Work is suspended, Contractor shall continue to be responsible for the Work and
shall prevent damage or injury to the Project, provide for drainage, and shall erect necessary temporary
structures, signs or other facilities required to maintain the Project and continue to perform according
to the Contract Documents.
5.04 TERMINATION BY THE CITY FOR CONVENIENCE
A. Grounds
Without limiting any rights which City may have by reason of any default by Contractor hereunder, City
may terminate Contractor’s performance of the Contract, in whole or in part, at any time, for
convenience upon fifteen (15) calendar days written notice to Contractor.
B. Contractor Actions
Upon receipt of such notice, Contractor shall perform the duties required by Paragraph 5.05 below.
At the election of and as directed by the City, any or all of the subcontracts and purchase orders
entered in to by Contractor prior to the effective date of termination shall be terminated or shall be
assigned to City.
C. Compensation
1. If the Parties are unable to agree on the amount of a termination settlement, the City shall pay
the Contractor the following amounts:
a. For Work performed before the effective date of termination, the total (without duplication of
any items) of:
i. The cost of the Work; and
ii. A sum, as overhead and profit on the cost of the Work, determined by the City to be
fair and reasonable. In no event shall Contractor be entitled to recover overhead or
profit on Work not performed.
b. The reasonable costs of settlement of the Work terminated, including:
i. Accounting, clerical, and other expenses reasonably necessary for the preparation
of termination settlement proposals and supporting data, if any; and
ii. Storage, transportation, and other costs reasonably necessary for the preservation,
protection, or disposition of inventory.
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2. Such payment shall be Contractor’s exclusive remedy for termination for convenience and will be
due and payable on the same conditions as set forth for final payment to the extent applicable.
Upon receipt of such payment, the Contractor and City shall have no further obligations to each
other except for Contractor’s obligations with respect to warranties, representations, indemnity,
maintenance of insurance, and other obligations that survive termination or Final Completion as
provided for herein.
3. It is understood and agreed that no fee, anticipated profit, compensation for lost opportunity costs,
or other compensation or payment of any kind or character shall be due or payable for unperformed
Work regardless of the basis of termination and the inclusion of this provision within this
subparagraph shall in no way limit its application to termination under this Paragraph.
4. Contractor agrees that each of its subcontracts will reserve for the Contractor the same right of
termination for convenience provided by this Paragraph 5.04.
D. No Consequential Damages
Under no circumstances shall Contractor be entitled to anticipatory or unearned profits or consequential
or other damages as a result of a termination or partial termination under this Article 5. The payment
to Contractor determined in accordance with this Article constitutes Contractor’s exclusive remedy for
a termination hereunder.
5.05 CONTRACTOR’S DUTIES UPON TERMINATION FOR CAUSE OR CONVENIENCE
If the City terminates Contractor’s performance of Work under the Contract, for cause or convenience or if
Contractor terminates a Subcontractor with the City’s approval, Contractor shall:
(1) cease performance of the Work to the extent specified in the notice;
(2) take actions necessary or that the City may direct, for the protection and preservation of the Work;
(3) settle outstanding liabilities, as directed by City;
(4) transfer title and deliver to City Work in progress, specialized equipment necessary to perform the Work;
(5) submit all Record Documents, Accounting Records and other data prepared pursuant to the Contract by
Contractor and/or its Subcontractors, as applicable, to the City with fifteen (15) calendar days after the City’s
notice of termination in an organized, usable form, in both hard copy and electronic/digital form, with all items
properly labeled to the degree of detail specified by the City; and,
(6) except for Work directed by City to be performed prior to the effective date of termination stated in the notice,
incur no further costs or expenses and enter into no further subcontracts and purchase orders.
No compensation shall be due Contractor, if any, until Contractor complies with the requirements of this
Paragraph.
[END OF ARTICLE]
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ARTICLE 6 – CHANGES
6.01 CITY'S RIGHT TO ORDER CHANGES
The City, without invalidating the Contract, may authorize changes in the Work consisting of additions,
deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly, if
necessary. All such changes in the Work shall be authorized by Change Order or Construction Change
Directive and Contractor shall perform such changes in the Work according to the applicable requirements
of the Contract Documents.
6.02 APPLICABLE PROVISIONS
Changes in the Work shall be performed under applicable provisions of the Contract Documents. The
Contractor shall proceed promptly and diligently with the change, unless otherwise provided in the Change
Order or Construction Change Directive. It is of the essence to this Contract that all scope changes in the
Work that form the basis of an adjustment of the Contract Sum or Contract Time must be authorized in
advance in writing through either a Change Order or Construction Change Directive. A change in the Contract
Sum or the Contract Time shall be accomplished only by Change Order or Construction Change Directive.
Accordingly, no verbal directions, course of conduct or dealings between the Parties, express or implied
acceptance of alterations or additions to the Work, or claim that the Contract has been abandoned or the City
has been unjustly enriched by any alteration or addition to the Work shall be the basis of any claim for an
increase in any amounts due under the Contract Documents or a change in any time period provided in the
Contract Documents.
6.03 NOTICE OF SCOPE CHANGE
Contractor shall submit written notice of any change in scope to the Director if, in the Contractor’s opinion,
any instruction, request, Drawings, Specifications, action, condition, omission, default, or other situation
occurs that the Contractor believes constitutes a scope change or other matter resulting in Extra Work, for
which Contractor believes it is entitled to an adjustment of the Contract Sum or Contract Time. Such notice
shall be provided prior to performance of the Work affected by such occurrence and within seven (7) calendar
days after the discovery date of the circumstances of such scope change or other matters. The written notice
shall state the date, circumstances, extent of adjustment to the Contact Sum or the Contract Time, if any,
requested. The mere presentation of such notice shall not establish the existence of any right by Contractor
to adjustment of the Contract Sum or Contract Time. Failure to provide such timely written notice described
herein shall constitute a waiver by Contractor of the right to any adjustment to the Contract Sum or Contract
Time on account thereof.
6.04 CHANGE ORDERS
A. Computation
Methods used in determining adjustments to the Contract Sum by Change Order may include those
listed in Paragraph 6.06 below.
B. Accord and Satisfaction
Agreement on any Change Order shall be a full compromise and settlement of all adjustments to
Contract Time and Contract Sum, and compensation for any and all delay, extended or additional
field and home office overhead, disruption, acceleration, inefficiencies, lost labor or equipment
productivity, differing Site conditions, construction interferences and other extraordinary or
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consequential damages (hereinafter called "Impacts"), including any ripple or cumulative effects of
said Impacts on the overall Work under the Contract arising directly or indirectly from the
performance of Work described in the Change Order. By execution of any Change Order, Contractor
agrees that the Change Order constitutes a complete accord and satisfaction with respect to all
claims for schedule extension, Impacts, or any costs of whatever nature, character or kind arising
out of or incidental to the Change Order. No action, conduct, omission, product failure or course of
dealing by the City shall act to waive, modify, change, or alter the requirement that (i) Change Order's
must be in writing, signed by the City and Contractor and; (ii) that such written Change Orders are
the exclusive method for effectuating any change to the Contract Sum and/or Contract Time.
6.05 CONSTRUCTION CHANGE DIRECTIVE (FIELD DIRECTIVE)
A. A Construction Change Directive shall be used in the absence of total agreement on the terms of a
Change Order. The City may by Construction Change Directive, without invalidating the Contract,
order changes in the Work within the general scope of the Contract consisting of additions, deletion,
or other revisions, the Contract Sum and Contract Time being adjusted accordingly.
B. If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment
shall be calculated in accordance with Paragraph 6.06 herein (Pricing Changes in the Work).
C. Upon receipt of the Construction Change Directive, the Contractor shall promptly proceed with the
change in the Work involved and advise the City of the Contractor’s agreement or disagreement with
the method, if any, provided in the Construction Change Directive, for determining the proposed
adjustment in the Contract Sum or Contract Time.
D. If Contractor believes a Construction Change Directive constitutes a basis for adjustment to the
Contract Sum or Contract Time, then Contractor shall give a Notice of Scope Change provided in
Paragraph 6.03, followed by a submission of a Change Order Request as required by Paragraph
6.08. Contractor shall, if requested by City in such Construction Change Directive or in a subsequent
Construction Change Directive, proceed with the performance of the Work as described in the
Construction Change Directive. Failure of Contractor to proceed with the performance of Work, as
described in the Construction Change Directive shall give the City the right to carry out the Work, as
set forth in Paragraph 2.05.
E. A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement
therewith, including adjustment in Contract Sum and Contract Time or the method for determining
them. Such agreement shall be effective immediately and shall be recorded as a Change Order.
F. If the Contractor does not respond promptly or disagrees with the method for adjustment in the
Contract Sum, the method and the adjustment shall be determined by the City on the basis of
reasonable expenditures and savings of those performing the Work attributable to the change,
including, in the case of an increase in the Contract Sum, Allowable Mark-Ups in accordance with
Paragraph 6.06(E) herein.
6.06 PRICING CHANGES IN THE WORK
A. Alternative Methods of Pricing
The amount of any adjustment by Change Order or Construction Change Directive increasing or
decreasing the Contract Sum shall be determined by the Director using one or a combination of the
following methods:
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1. Lump Sum. By mutual acceptance of a lump sum proposal from Contractor properly itemized
and supported by sufficient substantiating data to permit evaluation. Such proposal shall be
based solely on Allowable Costs, as defined in Subparagraph 6.06-C, and Allowable Mark-Ups,
as defined in Subparagraph 6.06-E, and shall not include any costs or expense that is not
permitted by the terms of any provision of the Contract Documents.
2. Unit Prices. By unit prices contained in Contractor’s original Bid and incorporated in the Contract
Documents or fixed by subsequent agreement between City and Contractor. Unless otherwise
stated in the Bidding Documents, unit prices stated in the Contract Documents or agreed upon
by the County and Contractor shall be deemed to include and encompass all Allowable Markups.
3. Time and Materials. By calculating the actual Allowable Costs directly incurred, plus a sum for
Allowable Mark-Ups on such Allowable Costs.
4. Deletion of Work. By Unit Prices contained in Contractor’s original Bid and incorporated in the
Contract Documents, or by using the Schedule of Values to determine the value of the decrease
of the Contract Sum, less the value of any Work performed, plus a reasonable percentage of
the decrease for the Contractor’s saved overhead unless the Schedule of Values allocates
general conditions costs to individual line items, in which case no percentage of the decrease
shall be added. When a change consists of both addition and deletion of Work, the added costs
and deleted costs shall be calculated separately, and then added together, resulting in the net
cost for the change. The Allowable Mark-Up shall be applied to this net cost.
B. Contractor Maintenance of Daily Records for Changes
1. In the event that Contractor is directed to perform any Extra Work, or should Contractor
encounter conditions which the Contractor believes would obligate the City to adjust the Contract
Sum and/or the Contract Time, Contractor shall maintain detailed records of the cost of such
changes on a daily basis summarized in a daily report supplemented by back-up records. Such
records shall include without limitation:
a. Labor. At the close of each day on which such Extra Work is performed, Contractor
shall submit an Extra Work labor report, on forms provided by Director, to Director that
sets forth a list of the actual hours spent in performing the Extra Work, that clearly
differentiates between the labor expended on the Extra Work and other Work, and the
Allowable Costs for such Extra Work performed that day showing the names of
workers, their classifications, hours worked and hourly rates.
b. Materials, Equipment. A list of Allowable Costs of materials and equipment consumed
in the performance of the Extra Work on the day on which such Extra Work is
performed, together with copies of applicable delivery tickets and unit prices for all
materials and for all equipment used the type of equipment, identification number,
hours of operation (including loading and transportation) and hourly/daily rates involved
for that day.
c. Other Services or Expenditures. A list of other services and expenditures constituting
Allowable Costs incurred in performance of the Extra Work on the day on which such
Extra Work is performed, along with documentation verifying the amounts thereof in
such detail as Director may require.
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2. In the event that more than one change to the Work is performed by the Contractor in a calendar
day, Contractor shall maintain separate records of labor, construction equipment, materials, and
equipment for each such change. In the event that any Subcontractor of any tier shall provide
or perform any portion of any change to the Work, Contractor shall require that each such
Subcontractor maintain records in accordance with this Section.
3. Each daily record maintained hereunder shall be signed by Contractor; such signature shall be
deemed Contractor’s representation and warranty that all information contained therein is true,
accurate, complete, and relates only to the change referenced therein. All records maintained
by Subcontractors of any tier, relating to the costs of a change in the Work shall be signed by
such Subcontractor’s authorized project manager or superintendent.
All such records shall be forwarded to the Director on the day the Work is performed (same day)
for independent verification. The Director shall attempt to review and reconcile costs for
changes on a daily basis. Records not available on the day on which the Extra Work is
performed, such as, but not limited to, material invoices, shall be submitted as soon as they are
available but not later than five (5) calendar days after the earlier of the day of delivery or
incorporation of the particular item of Extra Work at the Site.
4. The Director may additionally require authentication of all time and material tickets and invoices
by persons designated by the Director for such purpose. In the event that Contractor shall fail
or refuse, for any reason, to maintain or make available for inspection, review, and/or
reproduction such records, adjustments to the Contract Sum or Contract Time, if any, on account
of any change to the Work may be deemed waived for that day. Contractor’s obligation to
maintain back-up records hereunder is in addition to, and not in lieu of, any other Contractor
obligation under the Contract Documents with respect to changes to the Work.
5. Waiver by Contractor. Failure to submit such records as are required by this Paragraph daily
shall waive any rights for recovery of Allowable Costs incurred for Extra Work performed that
day. The failure of the Contractor to secure any required authentication shall, if the City elects
in its sole discretion to treat it as such, constitute a waiver by the Contractor of any right to
adjustment of the Contract Sum for the Allowable Cost of all or that portion of the Extra Work
covered by such non-authenticated ticket or invoice.
C. Allowable Costs
The term “Allowable Costs” shall mean in the case of Extra Work actual costs incurred by Contractor
and/or any Subcontractor, regardless of tier, and necessarily involved in direct performance of the
Extra Work, or in the case of deleted work the actual costs that would have been incurred in
performing deleted work by Contractor and/or any Subcontractor, regardless of tier, and shall be
limited to the following costs:
1. Labor. Straight-time wages or salaries, and overtime wages and salaries specifically authorized
by City in writing, for employees employed at the site, or at fabrication sites off the site, in the
direct performance of the Extra Work or that would have been incurred in the direct performance
of the deleted work, based on the actual cost for wages prevailing locally for each craft or type
of workers at the time the Extra Work is done or the deleted work is ordered eliminated. Labor
costs for equipment operators and helpers shall be reported only when such costs are not
included in the invoice for equipment rental. The use of labor classification which would increase
the Allowable Cost for Extra Work will not be permitted unless Contractor establishes the
necessity for such additional costs.
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2. Benefits. Payroll taxes, insurance, health and welfare, pension, vacation, apprenticeship funds
and benefits required by lawful collective bargaining agreements for employees on straight-time
wages or salaries, and on overtime wages and salaries specifically authorized by City in writing,
for employees employed at the site, or at fabrication sites off the site, in the direct performance
of the Extra Work or that would have been incurred in the direct performance of the deleted
work.
3. Materials, Consumables. Costs of materials and consumable items which are furnished and
incorporated into the Work, as approved by City, or that would have been incorporated into the
Work in the case of deleted work shall be at the lowest price available to Contractor but in no
event shall such costs exceed competitive wholesale prices obtainable from other
Subcontractors, suppliers, manufacturers and distributors in the general vicinity of the site. If
City determines, in its discretion, that the cost of materials is excessive, or if Contractor fails to
furnish satisfactory evidence of the cost from the actual supplier thereof, then in either case the
cost of the materials shall be deemed to be the lowest wholesale price at which similar materials
are available in the quantities required at the time they were needed. The City reserves the right
to furnish such materials as it deems advisable, and Contractor shall have no claim for costs or
profits on materials so furnished. Material invoices must be included with the extra work report
to obtain payment.
4. Taxes. Sales taxes on the costs of materials and consumable items described in Paragraph
5.04-C.3 above.
5. Tool, Equipment Rental. Rental charges for necessary machinery and equipment, whether
owned or hired, as authorized in writing by City, exclusive of hand tools, used directly in the
performance of the Extra Work or that would have been used in the direct performance of the
deleted work. Regardless of ownership, such rental charges shall not exceed the hourly rate
derived from the most recently published “Rental Rate Blue Book for Construction Equipment”
or the “Rental Rate Blue Book for Older Construction Equipment,” as published by K-111, San
Jose, California, which is in effect at the time of commencement of the changed work. The
Contractor shall attach a copy of the rate schedule to the daily reports required by Paragraph
6.06-B, above. The charges for any machinery and equipment shall cease when the use thereof
is no longer necessary for the Extra Work or deleted work. No charge shall be allowed for use
of equipment or tools which have a replacement value of $500 or less. The allowable rental
rates shall include the cost of fuel, power oil, lubrication, supplies, small tools, necessary
attachments, loading, transportation, repairs and maintenance of any kind, depreciation,
storage, insurance, and all incidentals. Notwithstanding the provisions of Paragraph 6.06-E
below, no mark-up shall be allowed for overhead, profit or bond premiums for use of equipment
if the equipment is supplied by an equipment rental firm. If equipment is used intermittently and,
when not in use, could be returned to its rental source at less expense to City than holding it at
the Site, it shall be returned, unless Contractor elects to keep it at the Site at no expense to City.
Costs incurred while equipment is inoperative due to breakdowns, regular maintenance, or for
non-Working Days shall not be allowed. The rental time shall include the time required to move
the equipment to the Work from the nearest available source for rental of such equipment and
to return it to the source. If such equipment is not moved by its own power, then loading and
transportation will be allowed. Neither moving time nor loading and transportation costs will be
paid if the equipment is for use on the Project unrelated to the Extra Work. All equipment shall
be acceptable to City, in good working condition, and suitable for the purpose for which it is to
be used.
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6. Royalties. Additional or saved costs of royalties due to the performance of the Extra Work or
deleted work.
7. Insurance, Bonds. Additional or saved costs of insurance and bonds, provided, however, that
for Extra Work such costs shall not exceed one percent (1%) of Items 1 through 6 above.
D. Costs Not Allowed
Allowable Costs shall not include any of the following:
1. Wages, salaries, fringe benefits and payroll taxes of Contractor’s and all Subcontractor’s non-
craft labor (above a Foreman level);
2. Overhead (including home office overhead), administrative or general expenses of any kind
including engineering, estimating, scheduling, drafting, detailing, etc., incurred in connection
with Extra Work;
3. Vehicles not dedicated solely for the performance of the extra of deleted work;
4. Small tools (replacement value not exceeding $500);
5. Office expenses, including secretarial and administrative staff, materials and supplies;
6. On-site and off-site trailer and storage rental and expenses;
7. Site fencing;
8. Utilities, including gas, electric, sewer, water, telephone, telefax, copier equipment;
9. Computer and data processing personnel, equipment and software;
10. Federal, state of local business income and franchise taxes;
11. Losses of efficiency or productivity; and
12. Costs and expenses of any kind or item not specifically and expressly included in Paragraph
6.06-C.
E. Allowable Mark-Up
1. Extra Work by contractor (Markup): The following percentages shall be added to the Contractor’s
costs and shall constitute the markup for all overhead and profits:
Labor 33%
Materials 15%
Equipment Rental 15%
Other Items and Expenditures 15%
2. Extra Work by Subcontractor (Markup): When all or any part of the extra work is performed by a
Subcontractor, the markup provided for the Contractor in 6.06.E.1 shall apply to the
Subcontractor’s actual costs. A markup of 5% on the subcontracted portion of each extra work
may be added for the Contractor.
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F. Net Allowable Costs
If anyone scope change involves both Extra Work and deleted work in the same portion of the Work
and the additive allowable costs exceed the deductive allowable costs, the Allowable Markups on
the Extra Work will be only the difference between the two amounts.
6.07 CITY ORIGINATED REQUEST FOR ITEMIZED CHANGE ORDER PROPOSAL REQUEST
City may issue a Construction Change Directive or other written request to Contractor describing a proposed
change to the Work and requesting the Contractor submit an itemized change order proposal in a format
acceptable to City within ten (10) calendar days after City issues the request. The Contractor's change order
proposal shall include an analysis of impacts to cost and time, if any, to perform additional work, change
Work or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates
of costs (broken down by the cost categories listed in this Paragraph), and Contractor's proposed methods
to minimize costs, delay, and disruption to the performance of the Work. If Contractor fails to submit a written
change order proposal within such period of time, it shall be presumed that the change described in the City's
original proposal request will not result in an increase to the Contract Sum or Contract Time and the change
shall be performed by Contractor without additional compensation to Contractor. City's request for itemized
change order proposal request does not authorize the Contractor to commence performance of the change.
If City desires that the proposed change be performed, the Work shall be authorized according to the Change
Order or Construction Change Directive procedures set forth herein.
6.08 CONTRACTOR ORIGINATED CHANGE ORDER REQUEST (COR)
If the Contractor believes that instructions issued by the City after the effective date of the Contract will result
in changes to the Contract Sum or Contract Time or if the Contractor otherwise becomes aware of the need
for or desirability of a change in the Work, Contractor may submit a written Change Order Request ("COR")
to the City in writing, in a format acceptable to City and in accordance with the notice provisions and other
requirements of Article 7 below for Claims. The COR must specify the reasons for the proposed change, cost
impacts and relevant circumstances and impacts on the Construction Schedule. The document shall be
complete in its description of the Work, its material and labor quantities and detail, and must support and
justify the costs and credits claimed by the Contractor. A Critical Path Method schedule Fragnet is required
to support and justify any additional time of performance requested by the Contractor. The City will not review
any COR which is incomplete. The Contractor may request additional compensation and/or time through a
COR but not for instances that occurred more than ten (10) calendar days prior to the notice date. Contractor's
failure to initiate a COR within this ten-day period or to provide detailed back-up documentation to
substantiate the COR within thirty (30) calendar days of the initial written notice shall be deemed a waiver of
the right to adjustment of the Contract Sum or the Contract Time for the alleged change. Any COR that is
approved by the City shall be incorporated in a Change Order or Construction Change Directive. If the COR
is denied but the Contractor believes that it does have merit, the Contractor shall proceed with the disputed
Work and may submit a Claim in accordance with the procedures set forth herein.
6.09 ISSUANCE OF WORK DIRECTIVE (UNILATERAL).
In the event of a dispute as to whether or not Extra Work is required, City shall have the right to unilaterally
issue a Work Directive; Contractor shall continue performance of disputed Work pending resolution and shall
maintain and submit to City all accounting and cost data necessary to substantiate Contractor’s cost of such
disputed Work.
[END OF ARTICLE]
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ARTICLE 7 - CONTRACT PAYMENTS AND CLAIMS
7.01 GENERAL
A. Payment will be made at the price for each item listed on the bidding form or as Extra Work as provided
in the General Conditions.
B. Initial progress payment will not be made prior to approval by the Director of the Schedule of Values,
the Construction Progress Schedule, and the Schedule of Submittals.
C. No subsequent progress payment will be made prior to receipt by the Director of the monthly revision
of the Construction Progress Schedule.
7.02 SCHEDULE OF VALUES FOR PAYMENTS
A. Submission
Upon City’s request, the three (3) lowest bidders shall complete and submit a Preliminary Schedule
of Values, within seven (7) calendar days.
In addition, Contractor shall complete and furnish within seven (7) calendar days after receiving the
Notice of Award of the Construction Contract a Final Schedule of Values giving a complete
breakdown of the Contract Sum for each component of the Work.
B. Content
The Schedule of Values shall be in sufficient detail as the Director may, in its discretion, deem
necessary to evaluate progress at any point in the performance of the Work. Unless otherwise
specified in the Contract Documents, the Schedule of Values shall include, without limitation, a
breakdown of the general categories of Subcontractor work, direct overhead, profit and contingency,
and a further breakdown of the general categories of Subcontractor work into separate trade line
items of costs for Subcontractor services, labor and material, which is based on actual Subcontractor
contract, subcontract, purchase order or vendor prices. If requested by Director, Contractor shall
revise the Schedule of Values to allocate sums for Contractor overhead, profit and/or contingency
among the individual line items for trade portions of the Work. No amounts shall be reflected in the
Schedule of Values or Application for Payment for Extra Work or Deleted Work for which a Change
Order has not been executed by Contractor and City or for which a Construction Change Directive
has not been issued by City. Amounts that have been mutually agreed to by Change Order or
unilaterally determined by City pursuant to a Construction Change Directive shall be segregated from
the cost of the base Contract Work and separately listed by line item in the Schedule of Values. The
Schedule of Values must be prepared in sufficient detail and supported by sufficient data to
substantiate its accuracy as the Director may require.
C. Applications for Payment
The Schedule of Values, when approved by the Director, shall be used as a basis for Contractor's
Applications for Payment and may be considered as fixing a basis for adjustments to the Contract
Sum.
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D. Revisions
If, at any time, it is determined that the Schedule of Values does not allocate the Contract Sum in a
manner that reasonably and fairly reflects the actual costs anticipated to be progressively incurred
by Contractor, it shall be revised and resubmitted for the Director’s approval.
7.03 APPLICATIONS FOR PAYMENT
A. Marked Schedule of Values
Five (5) Days prior to the date set forth in Paragraph 7.03-B below for the monthly progress payment
meeting, Contractor shall submit to Director a copy of the proposed Schedule of Values, marked to
show the percentage of completion certified by Contractor for each line item in the Schedule of
Values, including any stored materials approved for payment by City pursuant to Paragraph 7.03-D,
below and any withholdings from Contractor proposed by Director.
B. Monthly Review
For the purpose of expediting the progress payment procedure, Contractor shall meet with the
Director on or before the twentieth (20th) day of each month to review the Contractor's marked
Schedule of Values prepared in accordance with Paragraph 7.03-A, above. The Director shall revise
as appropriate and sign the marked Schedule of Values to verify such review. If any item in the
marked Schedule of Values submitted for payment is disputed during this review, Contractor agrees
to use its best efforts to resolve the disputed items with the Director before submitting its Application
for Payment. If the Director and Contractor cannot agree, then the percentage completion shall be
established at such percentage as the Director, in good faith, determines is appropriate to the actual
progress of the Work. No inaccuracy or error in the Director’s good faith estimate shall operate to
release Contractor or Surety from any responsibility or liability arising from or related to performance
of the Work. The Director shall have the right subsequently to correct any error and dispute any item
submitted in Contractor's Application for Payment, regardless of whether an item was identified as
disputed in the review process provided for herein.
C. Certification
Each Application for Payment shall be signed and certified by Contractor under penalty of perjury to
City that:
1. The data comprising the Application for Payment is accurate and the Work has progressed to
the point indicated;
2. To the best of Contractor's knowledge, information and belief, the Work is in accordance with
the Contract Documents;
3. Contractor is entitled to payment in the amount certified; and
4. All sums previously applied for by Contractor on account of Work performed by Subcontractors
and that have been paid by City have been paid to the Subcontractors performing such Work,
without any retention, withholding or backcharge by Contractor.
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D. Stored Materials
Payments may be made by City, at its discretion, on account of materials or equipment not
incorporated into the Work but delivered on the ground at the Site and suitably stored by Contractor
or stored off-Site under the control of City. Such payments shall only be considered upon submission
by Contractor of satisfactory evidence that it has acquired title to same, that the material or equipment
will be utilized in the Work and that the material is satisfactorily stored, protected and insured, and
that such other procedures are in place satisfactory to City to protect City's interests. To be
considered for payment, materials or equipment stored off-Site shall, in addition to the above
requirements and unless otherwise specifically approved by City in writing, be stored in a bonded
warehouse, fully insured, and available to City for inspection. City shall have sole discretion to
determine the amount of material and equipment that may be stored on the Site at any given time.
7.04 PROGRESS PAYMENTS
A. Conditions to Progress Payments
Contractor shall submit its Application for Payment to the Director, using such forms as required by
City, once a month on or before the first (1st) Day of the month following the month in which the
Work that is the subject of such Application for Payment was performed. Without limitation to any
other provisions of the Contract Documents, the following shall be conditions precedent to a proper
submission and to the Director approval of each Application for Payment:
1. Submission of a Schedule of Values that reflects the percentages of completion either agreed
to or determined by Director in accordance with Paragraph 7.03-B, above;
2. Submission of the Contractor's certification required by Paragraph 7.03-C, above;
3. Submission of conditional releases of stop notice, if any, and bond rights upon progress
payment, complying with California Civil Code Section 8132, for all Work performed during the
time period covered by the current Application for Payment, signed by Contractor, its
Subcontractors of every tier, and all material suppliers to each, and (2) forms of unconditional
release of stop notice and bond rights upon progress payment, complying with California Civil
Code Section 8134 for all Work performed during the time period covered by the previous
Application for Payment, signed by Contractor, its Subcontractors of every tier and all material
suppliers to each;
4. Compliance by Contractor with its obligation for maintenance of As-Builts as required by the
Contract Documents;
5. Compliance by Contractor with its obligation for submission of monthly and daily reports as
required by the Contract Documents;
6. Compliance by Contractor with its obligations for submission of scheduling information and
updating of the Construction Schedule as required by Article 4, above and other provisions of
the Contract Documents pertaining to preparation or updating of schedule information;
7. Submission of certified payroll records as required by the Contract Documents;
8. Submission of certifications by Contractor and each Subcontractor as required by applicable
collective bargaining agreements certifying that all employee benefit contributions due and
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owed pursuant to any applicable collective bargaining agreement have been paid in full; and
9. Compliance by Contractor with all of its other obligations for submission of documentation or
performance of conditions which, by the terms of the Contract Documents, constitute conditions
to Contractor's right to receive payment for Work performed.
B. Payments by City
Pursuant to California Public Contract Code Section 20104.50, City shall make progress payment of
undisputed sums due within thirty (30) Days after receipt by Director of an undisputed and properly
submitted Application for Payment, calculated on the basis of ninety-five percent (95%) of value
determined pursuant to Paragraph 7.03-B above of the following:
1. The portion of the Work permanently installed and in place;
2. Plus, the value of materials delivered on the ground or in storage as approved by City pursuant
to Paragraph 7.03-D, above,
3. Less, the aggregate of previous payments, and
4. Less, any other withholdings authorized by the Contract Documents.
C. Rejection by City
Any Application for Payment determined not to be undisputed, proper and suitable for payment shall
be returned to Contractor as soon as practicable, but not later than seven (7) Days, after receipt by
City accompanied by an written explanation of the reasons why the payment request was rejected.
Failure by City or Director to either timely reject an Application for Payment or specify any grounds
for rejection shall not constitute a waiver of any rights by City. Applications for Payment that are
rejected shall be corrected and resubmitted within seven (7) Days after receipt by Contractor.
D. Interest
If City fails to make a progress payment to Contractor as required by Paragraph 7.04-B, above, City
shall pay interest to Contractor equivalent to the legal rate set forth in subdivision (a) of California
Code of Civil Procedure Section 685.010. The number of Days available to City to make payment
pursuant to Paragraph 7.04-B, above without incurring interest pursuant to this Paragraph shall be
reduced by the number of Days by which City exceeds the seven (7) Day return requirement
applicable to City as set forth in Paragraph 7.04-C, above.
7.05 FINAL PAYMENT
A. Retention
B. ln addition to withholdings permitted by Paragraph 7.09 below, a sum equal to five percent (5%) of
all sums otherwise due to Contractor as progress payments shall be withheld by city pursuant to
Paragraph 7.04-B from each progress payment (“Retention”) and retained until such time as it is due
as described herein. A higher Retention amount may be approved by the City Council where project
is deemed “substantially complex” by City Council. Conditions to Final Payment
Contractor shall submit its Application for Final Payment, using such forms as required by Director,
prior to requesting a final inspection of the Work in accordance with Paragraph 3.06 above. Such
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Application for Final Payment shall be accompanied by all the following:
1. An affidavit that payrolls, bills for materials and equipment, and other indebtedness connected
with the Project for which City or City's property or funds might be liable have been paid or
otherwise satisfied;
2. Contractor’s certification as required by Paragraph 7.03-C, above;
3. Consent of surety, if any, to Final Payment;
4. A certificate evidencing that the insurance required by the Contract Documents is in force;
5. Conditional Waiver and Release Upon Final Payment in the form required by California Civil
Code Section 8136 executed by Contractor, all Subcontractors of every tier and by all material
suppliers of each, covering the final payment period;
6. Unconditional Waiver and Release Upon Progress Payment in the form required by California
Civil Code Section 8136 executed by Contractor, all Subcontractors of every tier and by all
material suppliers of each, covering the previous payment period;
7. All Record Documents (including, without limitation, complete and accurate As-Built drawings
which shall be kept up to date during the performance of the Work);
8. Documentation that Contractor has inspected, tested, and adjusted performance if every system
or facility of the Work to ensure that overall performance is in compliance with the terms of the
Contract Documents;
9. Four (4) copies of all warranties from vendors and Subcontractors, operation and maintenance
manuals, instructions and related agreements, and equipment certifications and similar
documents;
10. Certifications by Contractor and each Subcontractor as required by applicable collective
bargaining agreements that all employee benefit contributions due and owing pursuant to any
applicable collective bargaining agreement have been paid in full;
11. Releases of rights and claims relating to patents and trademarks, as required by the Contract
Documents; and
12. Any other documents or information required by the Contract Documents as a condition of Final
Payment or Final Completion.
C. Final Payment
Pursuant to the Public Contract Code Section 7107, within sixty (60) Days after City issues the Notice
of Completion to Contractor, the Final Payment, including Retention, shall be released to Contractor,
subject to the City’s right to withhold 150% of any disputed amounts.
D. Disputed Amounts
Pursuant to California Public Contract Code 7107, City may deduct and withhold from the Final
Payment due under Paragraph 7.05-C, above, an amount up to 150% of any disputed amounts,
including, without limitation, amounts to protect City against any loss caused or threatened as a result
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of Contractor's failing to fully perform all of those obligations that are required to be fulfilled by
Contractor as a condition to Final Completion and Final Payment. Alternatively, City may elect, in its
sole discretion, to accept the Work without correction or completion and adjust the Contract Sum
pursuant to the Contract Documents.
E. Acceptance of Final Payment
Acceptance of Final Payment by Contractor shall constitute a waiver of all rights by Contractor
against City for recovery of any loss, excepting only those Claims that have been submitted by
Contractor in the manner required by the Contract Documents prior to or at the time of the Final
Payment.
7.06 MISCELLANEOUS
A. Joint Payment
City shall have the right, if deemed necessary in its sole discretion, to issue joint checks made
payable to Contractor and any Subcontractor(s) of any Tier. The joint check payees shall be solely
responsible for the allocation and disbursement of funds included as part of any such joint payment.
Endorsement on such check by a payee shall be conclusively presumed to constitute receipt of
payment by such payee. In no event shall any joint check payment be construed to create any
contract between City and a Subcontractor of any Tier, any obligation from City to such Subcontractor
or any third party rights against City or Director.
B. Withholding/Duty to Proceed
The payment, withholding or retention of all or any portion of any payment claimed to be due and
owing to Contractor shall not operate in any way to relieve Contractor from its obligations under the
Contract Documents. Contractor shall continue diligently to prosecute the Work without reference
to the payment, withholding or retention of any payment. The partial payment, withholding or
retention by City in good faith of any disputed portion of a payment, whether ultimately determined
to be correctly or incorrectly asserted, shall not constitute a breach by City of the Construction
Contract and shall not be grounds for an adjustment of the Contract Sum or Contract Time.
C. No Acceptance
No payment by City or partial or entire use of the Work by City shall be construed as approval or
acceptance of the Work, or any portion thereof.
D. Contractor Payment Warranty
Submission of an Application for Payment shall constitute a representation and warranty by
Contractor that:
1. Title to Work covered by an Application for Payment will pass to City either by incorporation into
the construction or upon receipt of payment by Contractor, whichever occurs first; and
2. Work covered by previous Applications for Payment are free and clear of liens, stop notices,
claims, security interests or encumbrances imposed by the Contractor or any other person.
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E. Corrections
No inaccuracy or error in any Application for Payment provided by Contractor shall operate to release
Contractor from the error, or from losses arising from the Work, or from any obligation imposed by
the Contract Documents. City retains the right to subsequently correct any error made in any
previously approved Application for Payment, or progress payment issued, by adjustments to
subsequent payments.
7.07 PAYMENTS BY CONTRACTOR
Contractor shall not include in its Applications for Payment sums on account of any Subcontractor's portion
of the Work that it does not intend to pay to such Subcontractor. Upon receipt of payment from City, Contractor
shall pay the Subcontractor performing Work on the Project, out of the amount paid to Contractor on account
of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled in accordance
with the terms of its contract with Contractor and applicable laws, including, without limitation, California Public
Contract Code Section 7107. Contractor shall remain responsible notwithstanding a withholding by City
pursuant to the terms of these Contract Documents, to promptly satisfy from its own funds sums due to all
Subcontractors who have performed Work that is included in Contractor's Application for Payment. Contractor
shall, by appropriate agreement, require each Subcontractor to make payments to its subcontractors and
material suppliers in similar manner. City shall have no obligation to pay or be responsible in any way for
payment to a Subcontractor of any tier or material supplier.
7.08 PAYMENTS WITHHELD
A. Withholding by City
In addition to any other amounts which City may have the right to retain under the Contract
Documents, City may withhold a sufficient amount of any payment otherwise due to Contractor as
City, in its sole discretion, may deem necessary to cover actual or threatened loss due to any of the
following:
1. Third Party Claims. Third-party claims or stop notices filed or reasonable evidence indicating
probable filing of such claims or stop notices. City shall promptly inform Contractor of any third
party claims related to this Contract;
2. Defective Work. Defective Work not remedied;
3. Nonpayment. Failure of Contractor to make proper payments to its Subcontractors for services,
labor, materials or equipment;
4. Inability to Complete. Reasonable doubt that the Work can be completed for the then unpaid
balance of the Contract Sum or within the Contract Time;
5. Violation of Applicable Laws. Failure of Contractor or its Subcontractors to comply with
applicable laws or lawful orders of governmental authorities;
6. Penalty. Any claim or penalty asserted against City by virtue of Contractor’s failure to comply
with applicable laws or lawful orders of governmental authorities (including, without limitation
labor laws);
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7. Failure to Meet Contract Time. Any damages which may accrue as a result of Contractor failing
to meet the Construction Schedule or failing to perform within the Contract Time;
8. Setoff. Any reason specified elsewhere in the Contract Documents as grounds for a withholding
offset or set off or that would legally entitle City to a set-off or recoupment;
9. Consultant Services. Additional professional, consultant or inspection services required due to
Contractor’s failure to comply with the Contract Documents;
10. Liquidated Damages. Liquidated damages assessed against Contractor;
11. Materials. Materials ordered by City pursuant to the Contract Documents;
12. Damages. Loss caused by Contractor or Subcontractor to City, Separate Contractors or any
other person or entity under contract to City;
13. Clean Up. Clean up performed by City and chargeable to Contractor pursuant to the Contract
Documents;
14. Employee Benefits. Failure of Contractor to pay contributions due and owing to employee
benefits funds pursuant to any applicable collective bargaining agreement or trust agreement;
15. Required Documents. Failure of Contractor to submit on a timely basis, proper and sufficient
documentation required by the Contract Documents, including, without limitation, Construction
Schedule updates, ‘look ahead’ schedules, Submittals, Schedules of Values, information on
Subcontractors, Change Orders, certifications and other required reports or documentation; and
16. Other Breach. A breach of any obligation or provision of the Contract Documents.
B. Release of Withholding
If and when City determines, in its sole discretion, that the above grounds for withholding have been
removed and that all losses incurred or threatened have been paid, credited or otherwise satisfied, then
payment shall be made for amounts withheld because of them.
C. Application of Withholding
City may apply sums withheld pursuant to Paragraph 7.08-A above, in payment of any loss or
threatened loss as City determines, in its sole discretion, to be appropriate. Such payments may be
made without a prior judicial determination of City’s actual rights with respect to such loss. Contractor
agrees and hereby designates City as its agent for such purposes, and agrees that such payments
shall be considered as payments made under Construction Contract by City to Contractor. City shall
not be liable to Contractor for such payments made in good faith. City shall submit to Contractor an
accounting of such funds disbursed on behalf of Contractor. As an alternative to such payment, City
may, in its sole discretion, elect to exercise its right to adjust the Contract Sum as provided in the
Contract Documents.
D. Continuous Performance
Provided City pays the undisputed portion, if any, of funds withheld in good faith, Contractor shall
maintain continuous and uninterrupted performance of the Work during the pendency of any disputes
or disagreements with City.
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7.09 SUBSTITUTION OF SECURITIES
A. Public Contract Code
Pursuant to the requirements of California Public Contract Code Section 22300, upon Contractor’s
request, City will make payment to Contractor of any funds withheld from payments to ensure
performance under the Contract Documents if Contractor deposits with City, or in escrow with a
California or federally chartered bank in California acceptable to City (“Escrow Agent”), securities
eligible for the investment of State Funds under Government Code Section 16430, or bank or savings
and loan certificates of deposit, interest-bearing demand deposit accounts, standby letters of credit, or
any other security mutually agreed to by the Contractor and the City, upon the following conditions:
1. Contractor shall be the beneficial owner or any securities substituted for monies withheld for the
purpose of receiving any interest thereon.
2. All expenses relating to the substitution of securities under Public Contract Code Section 22300
and under this Paragraph 7.04, including, but not limited to City’s overhead and administrative
expenses, and expenses of Escrow Agent shall be the responsibility of Contractor.
3. Securities or certificates of deposit substituted for monies withheld shall be of a value of at least
equivalent to the amounts of retention to be paid to Contractor pursuant to the Contract
Documents.
4. If Contractor chooses to deposit securities in lieu of monies withheld with an Escrow Agent,
Contractor, City and Escrow Agent shall, as a prerequisite to such deposit, enter into an escrow
agreement, using the City’s form, “Escrow Agreement for Deposit of Securities in Lieu of
Retention.”
5. Contactor shall obtain the written consent of Surety to such agreement.
6. Securities, if any, shall be returned to Contractor only upon satisfactory Final Completion of the
Work.
B. Substitute Security
To minimize the expense caused by such substitution of securities, Contractor shall, prior to or at the
time Contractor requests to substitute security, deposit sufficient security to cover the entire amount to
be withheld. Should the current market value of such substituted security fall below the amount for
which it was substituted, or any other amounts which the City withholds pursuant to the Contract
Documents, Contractor shall immediately and at Contractor’s expense and at no cost to City deposit
additional security qualifying under Public Contract Code Section 22300 until the current market value
of the total security deposited is no less than the amount subject to withholding under the Contract
Documents. Securities shall be valued as often as conditions of the securities market warrant, but in
no case less frequently than once per month.
C. Deposit of Retentions
Alternatively, subject to the conditions set forth in Paragraph 7.04-A above, upon request of
Contractor, City shall make payment of retentions directly to Escrow Agent at the expense of
Contractor, provided that Contractor, City and Escrow Agent shall, as a prerequisite such payment,
enter into an escrow agreement in the same form as prescribed in Part 4 of Paragraph A, above. At
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the expense of Contractor and at no cost to City, Contractor may direct the investment of the
payments into securities and interest bearing accounts, and Contractor shall receive the interest
earned on the investments. Escrow Agent shall hold such direct payments by City under the same
terms provided herein for securities deposited by Contractor. Upon satisfactory Final Completion of
the Work, Contractor shall receive from Escrow Agent all securities, interest and payments received
by Escrow Agent from City, less escrow fees and charges of the Escrow Account, according to the
terms of Public Contract Code Section 22300 and the Contract Documents.
D. Time for Election of Substitution of Securities
Notwithstanding the provision of 7.04 A, B, and C above and California Public Contract Code Section
22300, the failure of Contractor to request the Substitution of eligible securities for monies to be withheld
by City within ten (10) days of the award of Contract to Contractor shall be deemed to be a waiver of
all such rights.
7.10 CLAIMS
A. Arising of Claim.
1. Scope Change. When Contractor has a claim for an increase in the Contract Sum or Contract
Time due to a scope change which has not yet become final, a “claim” will be deemed to arise
once the Director has issued a decision denying, in whole or in part, the Contractor’s Change
Order Request.
2. Other Claims. In the case of a Claim by Contractor that does not involve an adjustment to the
Contract Sum or Contract Time due to a scope change and which has not become final, the
Claim may be asserted if, and only if, Contractor gives written notice to City of intent to file the
Claim within three (3) days of the date of discovery relative to such circumstances (even if
Contractor has not yet been damaged or delayed). Such written notice of intent to file a Claim
shall be valid if, and only if, it identifies the event or condition giving rise to the Claim, states its
probable effect, if any with respect to Contractor's entitlement to an adjustment of the Contract
Sum or Contract Time and complies with the requirements of Paragraph 7.11-B, below. For
purposes of this Paragraph 7.11, a Claim for which such written notice is required and has been
given by Contractor shall be deemed to arise on the date that such written notice is received by
City.
B. Content of Claim
A Claim by Contractor must include all of the following:
1. A statement that it is a Claim and a request for a decision on the Claim;
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2. A detailed description of the act, error, omission, unforeseen condition, event or other
circumstance giving rise to the Claim.
3. If the Claim involves an adjustment to the Contract Sum or Contract Time due to a change in
scope, a statement demonstrating that all requisite notices were provided, including, without
limitation, timely written notice and a Change Order Request as required by Article 6 of these
General Conditions and timely notice of delay and request for extension of time in accordance
with Article 3. If the Claim does not involve an adjustment to the Contract Sum or Contract Time
due to a change in scope, a statement demonstrating that a notice of intent to file the Claim was
timely submitted as required by Paragraph 7.10-A.2, above;
4. A detailed justification for any remedy or relief sought by the Claim including without limitation,
a detailed cost breakdown in the form' required for submittal of Change Order Requests and
actual job cost records demonstrating that the costs have been incurred;
5. If the Claim involves a request for adjustment of the Contract Time, written documentation
demonstrating that Contractor has complied with the requirements of the Contract Documents
and written substantiation (including, without limitation, a Time Impact Analysis) demonstrating
that Contractor is entitled to an extension of time under the Contract Documents; and
6. A written certification signed by a managing officer of Contractor's organization, who has the
authority to sign contracts and purchase orders on behalf of Contractor and who has personally
investigated and confirmed the truth and accuracy of the matters set forth in such certification,
in the 'following form:
"I hereby certify under penalty of perjury that I am a managing officer of (Contractor's name) and
that I have reviewed the Claim presented herewith on Contractor's behalf and/or on behalf of
(Subcontractor's name) and that, to the best of my knowledge after conducting a diligent inquiry
into the facts of the Claim, the following statements are true and correct:
The facts alleged in or that form the basis for the Claim are, to the best of my knowledge
following diligent inquiry, true and accurate; and,
(a) I do not know of any facts or circumstances, not alleged in the Claim, that by
reason of their not being alleged render any fact or statement alleged in the Claim
materially misleading; and,
(b) I have, with respect to any request for money or damages alleged in or that forms
the basis for the Claim, reviewed the job cost records (including those maintained
by Contractor and by any Subcontractor, of any tier, that is asserting all or any
portion of the Claim) and confirmed with reasonable certainty that the losses or
damages suffered by Contractor and/or such Subcontractor were in fact suffered
in the amounts and for the reasons alleged in the Claim; and,
(c) I have, with respect to any request for extension of time or claim of delay,
disruption, hindrance or interference alleged in or that forms the basis for the
Claim, reviewed the job schedules (including those maintained by Contractor and
the Subcontractor, of any tier, that is asserting all or any portion of the Claim) and
confirmed on an event-by-event basis that the delays or disruption suffered by
Contractor and/or such Subcontractor were in fact experienced for the durations,
in the manner, and with the consequent effects on the time and/or sequence of
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performance of the Work, as alleged in the Claim; and,
(d) I have not received payment from City for, nor has Contractor previously released
City from, any portion of the Claim.”
Signature: Date:
Name:
Title:
Company
C. Noncompliance
Failure to submit any of the information, documentation or certifications required by Paragraph 7.10-
B, above, shall result in the Claim being returned to Contractor without any decision.
D. Submission of Claims
1. Director. Claims shall be first submitted to the City for decision by the Director.
2. Continuous Work. Notwithstanding the making of any Claim or the existence of any dispute
regarding any Claim, unless otherwise directed by City, Contractor shall not delay, slow or stop
performance of the Work, but shall diligently proceed with performance in accordance with the
Contract Documents and City will continue, to make undisputed payments as by the Contract
Documents.
3. Time for Filing. All Claims and supporting documentation and certifications must be filed within
thirty (30) days after the Claim arises. No Claims shall be filed after Final Payment.
4. Conditions Precedent. No Claim may be asserted unless Contractor has strictly complied with
the requirements of this Paragraph 7.10-D, which shall be considered conditions precedent to
Contractor’s right to assert the Claim and to initiate the Dispute Resolution Process with respect
to such Claim.
E. Response to Claims, Meet and Confer
1. Claims less than $50,000. Claims less than $50,000 shall be responded to by City in writing
within forty-five (45) days of receipt of the Claim, unless City requests additional information or
documentation of the Claim within thirty (30) days of receipt of the Claim, in which case City
shall respond to the Claim within fifteen (15) days after receipt of the further information or
documentation or within a period of time no greater than that taken by Contractor in producing
the additional information or documentation, whichever is greater.
2. Claims $50,000 or more. Claims $50,000 or more shall be responded to by City in writing within
(60) days of receipt of the Claim, unless City requests additional information or documentation
of the Claim within thirty (30) days of receipt of the Claim, in which case City shall respond to
the Claim within thirty (30) days after receipt of the further information or documentation or within
a period of time no greater than that taken by Contractor in producing the additional information
or documentation, whichever is greater.
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3. Meet and Confer. If Contractor disputes City's response, or if City fails to respond within the
prescribed time set forth in Paragraph 7.10-E.1 and 7.10-E.2, above, Contractor may so notify
City, in writing, within fifteen (15) days of City's response, or within fifteen (15) days of City’s
response due date in the event of a failure to respond, and demand an informal conference to
meet and confer for settlement of the issues in dispute. Upon such demand, City shall schedule
a meet and confer conference within thirty (30) days of such demand, for discussion of
settlement of the dispute.
F. Finality of Decision
If Contractor disputes the Director’s decision under this Article, it shall commence the Dispute
Resolution Process as set forth in Article 15 of these General Conditions by filing a Statement of
Dispute within seven (7) days after receipt of the Director’s response.
G. Continuing Contract Performance/Duty to Proceed with Disputed Work
Contractor shall not delay or postpone any Work pending resolution of any claims, disputes or
disagreements. Pending final resolution of a claim, the Contactor shall proceed diligently with
performance of the Contract and the City shall continue to make payments for undisputed Work in
accordance with the Contract Documents. In the event of disputed Work, City shall have the right to
unilaterally issue a Work Directive and Contractor shall continue performance pending resolution of the
dispute and shall maintain the accounting and cost data to substantiate the cost of such disputed work.
[END OF ARTICLE]
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ARTICLE 8 - MATERIALS AND EQUIPMENT
8.01 GENERAL
A. The Contractor shall furnish all materials and equipment needed to complete the Work and installations
required under the terms of this Contract, except those materials and equipment specified to be
furnished by the City.
B. The Contractor shall submit satisfactory evidence that the materials and equipment to be furnished and
used in the work are in compliance with the Specifications. Materials and equipment incorporated in
the Work and not specifically covered in the Specifications shall be the best of their kind. Unless
otherwise specified, all materials and equipment incorporated in the Work under the Contract shall be
new.
8.02 QUALITY AND WORKMANSHIP
All material and equipment furnished by the Contractor shall be new, high grade, and free from defects and
imperfections, unless otherwise hereinafter specified. Workmanship shall be in accordance with the best
standard practices. All materials and equipment must be of the specified quality and equal to approved samples,
if samples have been required. All Work shall be done and completed in a thorough, workmanlike manner,
notwithstanding any omission from the Specifications or Drawings, and it shall be the duty of the Contractor to
call attention to apparent errors or omissions and request instructions before proceeding with the Work. The
Director may, by appropriate instructions, correct errors and supply omissions, which instructions shall be binding
upon the Contractor as though contained in the original Specifications or Drawings. All Work performed under
the Specifications will be inspected by the Director as provided in Paragraph 8.04. All materials and equipment
furnished and all Work done must be satisfactory to the Director. Work, material, or equipment not in accordance
with the Specifications, in the opinion of the Director shall be made to conform thereto. Unsatisfactory materials
and equipment will be rejected, and if so ordered by the Director, shall, at the Contractor's expense, be
immediately removed from the vicinity of the Work.
8.03 TRADE NAMES AND "OR APPROVED EQUAL" PROVISION
Whenever in the Specifications or Drawings the name or brand of a manufactured article is used it is intended
to indicate a measure of quality and utility or a standard. Except in those instances where the product is
designated to match others in use on a particular improvement either completed or in the course of completion,
the Contractor may substitute any other brand or manufacture of equal appearance, quality, and utility on
approval of the Director, provided the use of such brand or manufacture involves no additional cost to the City.
8.04 APPROVAL OF MATERIALS
A. The Contractor shall furnish without additional cost to the City such quantities of construction materials
as may be required by the Director for test purposes. He/she shall place at the Director's disposal all
available facilities for and cooperate with him in the sampling and testing of all materials and
workmanship. The Contractor shall prepay all shipping charges on samples. No samples are to be
submitted with the bids unless otherwise specified.
B. Each sample submitted shall be labeled. A letter, in duplicate, submitting each shipment of samples
shall be mailed to the Director by the Contractor. Both the label on the sample and the letter of
transmittal shall indicate the material represented, its place of origin, the names of the producer and
the Contractor, the Specifications number and title, and a reference to the applicable Drawings and
Specifications paragraphs.
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C. Materials or equipment of which samples are required shall not be used on the Work until approval has
been given by the Director in writing. Approval of any sample shall be only for the characteristics of the
uses named in such approval and no other. No approval of a sample shall be taken in itself to change
or modify any Contract requirement.
D. Failure of any material to pass the specified tests, including life cycle maintenance data may be
sufficient cause for refusal to consider under this Contract, any further sample of the same brand or
make of that material.
8.05 ORDERING MATERIALS AND EQUIPMENT
One copy of each of the Contractor's purchase orders for materials and equipment forming a portion of the Work
must be furnished to the Director, if requested. Each such purchase order shall contain a statement that the
materials and equipment included in the order are subject to inspection by the City. Materials and equipment
purchased locally will, at the City’s discretion, be inspected at the point of manufacture or supply, and materials
and equipment supplied from points outside the Los Angeles area will be inspected upon arrival at the job, except
when other inspection requirements are provided for specific materials in other sections of the Contract
Documents.
8.06 AUTHORITY OF THE DIRECTOR
A. On all questions concerning the acceptability of materials or machinery, the classification of materials,
the execution of the Work, and conflicting interests of Contractors performing related work, the decision
of the Director shall be final and binding.
B. The Director will make periodic observations of materials and completed work to observe their
compliance with Drawings, Specifications, and design and planning concepts, but he/she is not
responsible for the superintendence of construction processes, site conditions, operations, equipment,
personnel, or the maintenance of a safe place to work or any safety in, on, or about the site of work.
8.07 INSPECTION
All materials furnished and work done under this Contract will be subject to rigid inspection. The Contractor shall
furnish, without extra charge, the necessary test pieces and samples, including facilities and labor for obtaining
them, as requested by the Director. The Director, or his/her authorized agent or agents, at all times shall have
access to all parts of the shop and the works where such materials under his/her inspection is being
manufactured or the work performed. Work or material that does not conform to the Specifications, although
accepted through oversight, may be rejected at any stage of the Work. Whenever the Contractor is permitted or
directed to do night work or to vary the period during which work is carried on each day, he/she shall give the
Director due notice, so that inspection may be provided. Such work shall be done under regulations to be
furnished in writing by the Director.
8.08 INFRINGEMENT OF PATENTS
The Contractor shall hold and save the City, its officers, agents, servants, and employees harmless from and
against all and every demand or demands, of any nature or kind, for or on account of the use of any patented
invention, process, equipment, article, or appliance employed in the execution of the Work or included in the
materials or supplies agreed to be furnished under this Contract, and should the Contractor, his/her agents,
servants, or employees, or any of them, be enjoined from furnishing or using any invention, process, equipment,
article, materials, supplies or appliance supplied or required to be supplied or used under this Contract, the
Contractor shall promptly substitute other inventions, processes, equipment, articles, materials, supplies, or
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appliances in lieu thereof, of equal efficiency, quality, finish, suitability, and market value, and satisfactory in all
respects to the Director. Or in the event that the Director elects, in lieu of such substitution, to have, supplied,
and to retain and use, any such invention, process, equipment, article, materials, supplies, or appliances, as may
by this Contract be required to be supplied and used, in that event the Contractor shall at his/her expense pay
such royalties and secure such valid licenses as may be requisite and necessary to enable the City, its officers,
agents, servants, and employees, or any of them, to use such invention, process, equipment, article, materials,
supplies, or appliances without being disturbed or in way interfered with by any proceeding in law or equity on
account thereof. Should the Contractor neglect or refuse promptly to make the substitution hereinbefore required,
or to pay such royalties and secure such licenses as may be necessary and requisite for the purpose aforesaid,
then in that event the Director shall have the right to make such substitution, or the City may pay such royalties
and secure such licenses and charge the cost thereof against any money due the Contractor from the City, or
recover the amount thereof from him/her and his/her surety, notwithstanding final payment under this Contract
may have been made.
[END OF ARTICLE]
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ARTICLE 9 – SUBMITTALS
9.01 GENERAL
A. The Contractor shall submit samples, drawings, and data for the Director's approval which demonstrate
fully that the construction, and the materials and equipment to be furnished will comply with the
provisions and intent of the Drawings and Specifications.
B. Specific items to be covered by the submittals shall include, as a minimum, the following:
1. For structures, submit all shop, setting, equipment, miscellaneous iron and reinforcement
drawings and schedules necessary.
2. For conduits, submit a detailed layout of the conduit with details of bends and fabricated
specials and furnish any other details necessary. Show location of shop and field welds.
3. For equipment which requires electrical service, submit detailed information to show power
supply requirements, wiring diagrams, control and protection schematics, shop test data,
operation and maintenance procedures, outline drawings, and manufacturer's
recommendation of the interface/interlock among the equipment.
4. For mechanical equipment submit all data pertinent to the installation and maintenance of
the equipment including shop drawings, manufacturer's recommended installation
procedure, detailed installation drawings, test data and curves, maintenance manuals, and
other details necessary.
5. Samples
6. Colors
7. Substitutions
8. Manuals
9. As-built drawings
10. Safety plans required by Article 10
9.02 PRODUCT HANDLING
A. Submittals shall be accompanied by a letter of transmittal and shall be in strict accordance with the
provisions of this Article.
B. Submit priority of processing when appropriate.
9.03 SCHEDULE OF SUBMITTALS
A. The Contractor shall prepare and submit a schedule of submittals. The schedule of submittals shall be
in the form of a submittal log. Refer to Paragraph 9.12.
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9.04 SHOP DRAWINGS
A. All shop drawings shall be produced to a scale sufficiently large to show all pertinent features of the
item and its method of connection to the Work.
B. All shop drawing prints shall be made in blue or black line on white background. Reproductions of
City/Contract Drawings are not acceptable.
C. The overall dimensions of each drawing submitted to the Director shall be equal to one of the City's
standard sheet sizes as listed below. The title block shall be located in the lower right hand corner of
each drawing and shall be clear of all line Work, dimensions, details, and notes.
Sheet Sizes
Height X Width
11" X 8 1/2"
11" X 17"
24" X 36"
30” X 42”
9.05 COLORS
Unless the precise color and pattern are specified elsewhere, submit accurate color charts and pattern charts to
the Director for his/her review and selection whenever a choice of color or pattern is available in a specified
product. Label each chart naming the source, the proposed location of use on the project, and the project.
9.06 MANUFACTURERS' LITERATURE
Where contents of submitted literature from manufacturers includes data not pertinent to the submittal, clearly
show which portions of the contents are being submitted for review.
9.07 SUBSTITUTIONS
A. The Contract is based on the materials, equipment, and methods described in the Contract Documents.
Any Contractor proposed substitutions are subject to the Director’s approval.
The Director will consider proposals for substitution of materials, equipment, and methods only when
such proposals are accompanied by full and complete technical data, and all other information,
including life cycle maintenance data, required by the Director to evaluate the proposed substitution.
B. Any requests for substitutions by the Contractor must be made within forty-five (45) calendar days from
the Issuance Date on the Notice to Proceed. Otherwise, such requests will not be considered.
C. Trade names and "or approved equal" provision as set forth in Paragraph 8.03.
9.08 MANUALS
A. When manuals are required to be submitted covering items included in this Work, prepare and submit
such manuals in approximately 8-1/2" X 11" format in durable plastic binders. In addition, manuals
shall be submitted in electronic format. Manuals shall contain at least the following:
1. Identification on, or readable through, the front cover stating general nature of the manual.
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2. Neatly typewritten index near the front of the manual, furnishing immediate information as to
location in the manual of all emergency data regarding the installation.
3. Complete instructions regarding operation and maintenance of all equipment involved.
4. Complete nomenclature of all replaceable parts, their part numbers, current cost, and name
and address of nearest vendor of parts.
5. Copy of all guarantees and warranties issued.
6. Copy of drawings with all data concerning changes made during construction.
B. Where contents of manuals include manufacturers' catalog pages, clearly indicate the precise items
included in this installation and delete, or otherwise clearly indicate, all manufacturers' data with which
this installation is not concerned.
9.09 AS-BUILT DRAWINGS
A. When required to be submitted covering items included in this Work, the Contractor shall deliver to the
City one complete set of final As-Built hard copy drawings together with a set of AutoCAD drawing files
in electronic format showing completed building, “as-built” for City records before the Contract will be
accepted by the City.
B. The drawings shall be duplicates and at the same size and dimensional scale as the originals. They
shall be on a polyester translucent base material with a minimum sheet thickness of .003 inch (.08mm).
C. The legibility and contrast of each drawing submitted to the City shall be such that every line, number,
letter, and character is clearly readable in a full size blow back from a 35 mm microfilm negative of the
drawing.
9.10 SUBMITTALS QUANTITIES
A. Submit seven (7) copies of all data and drawings unless specified otherwise.
B. Submit all samples, unless specified otherwise, in the quantity to be returned, plus two, which will be
retained by the Director.
9.11 IDENTIFICATION OF SUBMITTALS
Completely identify each submittal and re-submittal by showing at least the following information:
A. Name and address of submitter, plus name and telephone number of the individual who may be
contacted for further information.
B. Name of project as it appears in the Contract Documents and Specification No.
C. Drawing number and Specifications section number other than this section to which the submittal
applies.
D. Whether this is an original submittal or re-submittal.
E. For samples, indicate the source of the sample.
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9.12 SCHEDULE OF SUBMITTALS
A. Submit initial schedule of submittals within five (5) Working Days after the Issuance Date on Notice to
Proceed.
B. Submit revised schedule of submittals within five (5) Working Days after date of request from the
Director.
C. The Director will review schedule of submittals and will notify Contractor that schedule is acceptable
or not acceptable within five (5) Working Days after receipt.
9.13 COORDINATION OF SUBMITTALS
A. Prior to submittal for the Director’s review, use all means necessary to fully coordinate all material,
including the following procedures:
1. Determine and verify all field dimensions and conditions, materials, catalog numbers, and similar
data.
2. Coordinate as required with all trades and with all public agencies involved.
3. Secure all necessary approvals from public agencies and others and signify by stamp, or other
means, that they have been secured.
4. Clearly indicate all deviations from the Specifications.
B. Unless otherwise specifically permitted by the Director, make all submittals in groups containing all
associated items; the Director may reject partial submittals as not complying with the provisions of the
Specifications.
9.14 TIMING FOR SUBMITTALS
A. Make all submittals far enough in advance of scheduled dates of installation to provide all required time
for reviews, for securing necessary approvals, for possible revision and re-submittal, and for placing
orders and securing delivery.
B. In scheduling, allow at least 15 Working Days for the Director’s review, plus the transit time to and from
the City office.
C. Manuals shall be submitted prior to performing functional tests.
9.15 APPROVAL BY CITY
A. Up to three (3) copies of each submittal, except manuals, schedule of costs for progress payments,
and as-built drawings will be returned to the Contractor marked "No Exceptions Taken," “Make
Corrections Noted - Do Not Resubmit,” or “Make Corrections Noted - Resubmit.” Manuals, schedule of
costs, and as-built drawings will be returned for re-submittal if incomplete or unacceptable.
B. Submittals marked "Approved as Noted" need not be resubmitted, but the notes shall be followed.
C. If submittal is returned for correction, it will be marked to indicate what is unsatisfactory.
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D. Resubmit revised drawings or data as indicated, in five (5) copies.
E. Approval of each submittal by the Director will be general only and shall not be construed as:
1. Permitting any departures from the Specifications requirements.
2. Relieving the Contractor of the responsibility for any errors and omissions in details, dimensions,
or of other nature that may exist.
3. Approving departures from additional details or instructions previously furnished by the Director.
9.16 CHANGES TO APPROVED SUBMITTALS
A. A re-submittal is required for any proposed change to an approved submittal. Changes which require
re-submittal include, but are not necessarily limited to, drawing revisions, changes in materials and
equipment, installation procedures and test data. All re-submittals shall include an explanation of the
necessity for the change.
B. Minor corrections to an approved submittal may be accomplished by submitting a "Corrected Copy".
[END OF ARTICLE]
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ARTICLE 10 – SAFETY
10.01 PROTECTION OF PERSONS AND PROPERTY
A. Contractor's Responsibility: Notwithstanding any other provision of the Contract Documents, the
Contractor shall be solely and completely responsible for conditions of the job site, including safety of
all persons and property, during performance of the Work. This requirement will apply continuously and
will not be limited to normal working hours. Safety and sanitary provisions shall conform to all applicable
Federal, State, County, and local laws, regulations, ordinances, standards, and codes. Where any of
these are in conflict, the more stringent requirement shall be followed.
B. Sanitary Facilities. The Contractor shall furnish and maintain sanitary facilities by the worksites for the
entire construction period.
C. 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 of the Director, 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 Director 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 Director, or in the event of an emergency situation, the Director may provide suitable protection
by causing such work to be done and material to be furnished as, in the opinion of the Director, 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.
10.02 PROTECTION FROM HAZARDS
A. Trench Excavation
Excavation for any trench four (4) feet or more in depth shall not begin until the Contractor has received
approval from the Director of the Contractor's detailed plan for worker protection from the hazards of
caving ground during the excavation of such trench. Such plan shall show the details of the design of
shoring, bracing, sloping or other provisions to be made for worker protection during such excavation.
No such plan shall allow the use of shoring, sloping or protective system less effective than that required
by the Construction Safety Orders of the Division of Occupational Safety and Health, and if such plan
varies from the shoring system standards established by the Construction Safety Orders, the plan shall
be prepared and signed by an engineer who is registered as a Civil or Structural Director in the State
of California.
B. Confined Spaces
Contractor shall comply with all of the provisions of General Industry Safety Orders of the California
Code of Regulations. Entry of a confined space shall not be allowed until the Contractor has received
approval from the Director of the Contractor’s program for confined space entry. Confined space means
a space that (1) Is large enough and so configured that an employee can bodily enter and perform
assigned Work; and (2) Has limited or restricted means for entry or exit (for example, tanks, vessels,
silos, storage bins, hoppers, vaults, and pits are spaces that may have limited means of entry); and (3)
Is not designed for continuous employee occupancy. Failure to submit a confined space entry program
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may result in actions as provided in Article 5: “Suspension or Termination of Contract.”
C. Material Safety Data Sheet
Contractor shall comply with all of the provisions of General Industry Safety Orders of the California
Administrative Code. The Contractor shall submit to the Director a Material Safety Data Sheet (MSDS)
for each hazardous substance proposed to be used, ten (10) days prior to the delivery of such materials
to the job site or use of such materials at a manufacturing plant where the Director is to perform an
inspection. For materials which are to be tested in City laboratories, the MSDS shall be submitted with
the sample(s). Hazardous substance is defined as any substance included in the list (Director's List)
of hazardous substances prepared by the Director, California Department of Industrial Relations,
pursuant to Labor Code Section 6382. Failure to submit an MSDS for any hazardous substance may
result in actions as provided in Article 5, "Suspension or Termination of Contract".
10.03 DIFFERING SITE CONDITIONS
A. Differing Site Conditions Defined. The Contractor shall promptly, and before such conditions are
disturbed, notify the Director in writing of any Differing Site Conditions. Differing Site Conditions are
those conditions, located at the project site or in existing improvements and not otherwise ascertainable
by Contractor through the exercise of due diligence in the performance of its inspection obligations in
the Contract Documents, encountered by Contractor in digging trenches or other excavations(s) that
extend deeper than four feet below the surface of the ground that constitute:
1. Material that the Contractor believes may be material that is hazardous waste as defined in Section
25117 of the Health and Safety Code, which is required to be removed to a Class I, Class II, or
Class III disposal site in accordance with provisions of existing law.
2. Subsurface or latent physical conditions at the site differing materially from those indicated in these
Contract Documents.
3. Unknown physical conditions at the site, of any unusual nature, different materially from those
ordinarily encountered and generally recognized as inherent in Work of the character provided for
in these Contract Documents.
B. Notice by Contractor. If the Contractor encounters conditions it believes constitute Differing Site
Conditions, then notice of such conditions shall, before such conditions are disturbed, be promptly
reported to the Director followed within twenty-four (24) hours by a further written notice stating a
detailed description of the conditions encountered.
C. The Director will promptly investigate the conditions and If he/she finds that such conditions do
materially differ, or do involve hazardous waste, and do cause an increase or decrease in the
Contractor's cost of, or time required for, performance of any part of the Work under this Contract, an
equitable adjustment will be made, as determined by the Director.
D. Change Order Request. If Contractor intends to seek an adjustment to the Contract Sum or Contract
Time based upon Differing Site Conditions, it must, within ten (10) Days after the Discovery Date relative
to such conditions, submit a Change Order Request setting forth a detailed cost breakdown and Time
Impact Analysis, in the form required by Article 6 of these General Conditions, of the additional
Allowable Costs and Excusable Delay resulting from such Differing Site Conditions.
E. Failure to Comply. Failure by Contractor to strictly comply with the requirements of this Paragraph
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10.03 concerning the timing and content of any notice of Differing Site Conditions or request for
adjustment in Contract Sum or Contract Time based on Differing Site Conditions shall be deemed
waiver of any right by the Contractor for an adjustment in the Contract Sum or Contract Time by reason
of such conditions.
F. Final Completion. No claim by the Contractor for additional compensation for Differing Site Conditions
shall be allowed if asserted after Final Payment.
G. In the event of disagreement between the Contractor and the Director whether the conditions do
materially differ or whether a hazardous waste is involved or whether the conditions cause an increase
or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, the
Contractor shall not be excused from any completion date required by the Contract, but shall proceed
with all Work to be performed under the Contract Documents.
H. The Contractor shall retain all rights provided by, and shall be subject to all requirements of, this
Contract which pertain to the resolution of disputes and protests.
I. Contractor Responsibility. Except as otherwise provided in this Paragraph 10.03 for Differing Site
Conditions, Contractor agrees to solely bear the risk of additional cost and Delay due to concealed or
unknown conditions, surface or subsurface, at the Site or in Existing Improvements, without adjustment
to the Contract Sum or Contract Time.
10.04 TRAFFIC REGULATION
A. During the performance of the Work the Contractor shall erect and maintain necessary temporary
fences, bridges, railings, lights, signals, barriers, or other safeguards as shall be appropriate under the
circumstance in his/her judgment for the prevention of accidents; and he/she shall take other
precautions as necessary for public safety including, but not limited to, traffic control. Traffic control
shall be conducted in accordance with the latest edition of the Work Area Traffic Control (“WATCH”)
handbook, published by BNi Books, and as directed and approved by the City Traffic and
Transportation Administrator.
B. Contractor shall submit at least ten (10) Working Days prior to Work a detailed traffic control plan, that
is approved by all agencies having jurisdiction and that conforms to all requirements of the
Specifications.
C. No changes or deviations from the approved detailed traffic control plan shall be made, except
temporary changes in emergency situations, without prior approval of the City Traffic and
Transportation Administrator and all agencies having jurisdiction.
Contractor shall immediately notify the Director, the City Traffic and Transportation Administrator and
the agencies having jurisdiction of occurrences that necessitate modification of the approved traffic
control plan.
D. Contractor’s failure to comply with this provision may result in actions as provided in Article 5:
“Suspension or Termination of Contract” of these General Conditions.
10.05 TRAFFIC CONTROL DEVICES
A. Traffic signs, flashing lights, barricades and other traffic safety devices used to control traffic shall
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conform to the requirements of the WATCH handbook or the manual of traffic control, whichever is
more stringent, and as approved by the City Traffic and Transportation Administrator.
1. Portable signals shall not be used unless permission is given in writing by the agency having
jurisdiction.
2. Warning signs used for nighttime conditions shall be reflectorized or illuminated. "Reflectorized
signs" shall have a reflectorized background and shall conform to the current State of California
Department of Transportation specification for reflective sheeting on highway signs.
B. If the Contractor fails to provide and install any of the signs or traffic control devices required herby or
ordered by the City staff, staff may cause such signs or traffic control devices to be placed by others,
charge the costs therefore against the Contractor, and deduct the same from the next progress
payment.
10.06 EXECUTION
A. The Contractor shall provide written notification to the Police Department, Traffic Bureau (323) 587-
5171, at least two (2) weeks prior to the beginning of construction at any particular location. Notification
will include the specific location, project dates, what lanes of the roadway will be closed and when. Also
the construction project manager’s name and business phone number and the construction inspector’s
name and business phone number.
B. The Contractor shall notify, by telephone, the Police Department, (323) 587-5171 at the completion of
any posting of temporary no parking signs. Notification will include the times, dates and locations of
the posting. When vehicles must be towed for violation of temporary no parking signs, the person who
actually posted the signs, or on-view supervisor of that posting, will be present to answer pertinent
questions that may be asked by the parking enforcement officer or police officer towing the vehicles.
C. The Contractor shall notify the Fire Department, on a daily basis during the entire period that
construction is in progress whenever roadways are reduced in width or blocked. Notification shall be
made to the Fire Dispatch (323) 881-6183 and the Contractor shall provide the information required to
identify which roadways would have accessibility problems due to his/her operations. The Contractor
shall submit to Fire Department schedule of Work for their use and files.
D. Roads subject to interference from the Work covered by this Contract shall be kept open, and the
fences subject to interference shall be kept up by the Contractor until the Work is finished. Except
where public roads have been approved for closure, traffic shall be permitted to pass through
designated traffic lanes with as little inconvenience and delay as possible.
E. Where alternating one-way traffic has been authorized, the maximum time that traffic will be delayed
shall be posted at each end of the one-way traffic section. The maximum delay time shall be approved
by the agency having jurisdiction.
F. Contractor shall install temporary traffic markings where required to direct the flow of traffic and shall
maintain the traffic markings for the duration of need. Contractor shall remove the markings by abrasive
blasting when no longer required.
G. Convenient access to driveways and buildings in the vicinity of Work shall be maintained as much as
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possible. Temporary approaches to, and crossing of, intersecting traffic lanes shall be provided and
kept in good condition.
H. When leaving a Work area and entering a roadway carrying public traffic, the Contractor's equipment,
whether empty or loaded, shall in all cases yield to public traffic.
10.07 FLAGGING
A. Contractor shall provide flaggers to control traffic where required by the approved traffic control plan.
1. Flaggers shall perform their duties and shall be provided with the necessary equipment in
accordance with the current "Instructions to Flaggers" of the California Department of
Transportation.
2. Flaggers shall be employed full time on traffic control and shall have no other duties.
10.08 PEDESTRIAN CANOPIES OR BARRICADE IMPROVEMENTS
Refer to City of Vernon for requirements for building or access road safety improvements that the Contractor
shall construct during construction period. These devices or improvements, as the City deems necessary or
prudent, shall be at the expense of the Contractor.
[END OF ARTICLE]
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ARTICLE 11 - INDEMNITY
11.01 INDEMNITY
To the maximum extent permitted by law, the Contractor shall fully indemnify, hold harmless, protect, and defend
the City, its officers, employees, agents, representatives and their successors and assigns (“Indemnitees”) from
and against any and all demands, liability, loss, suit, claim, action, cause of action, damage, cost, judgment,
settlement, decree, arbitration award, stop notice, penalty, loss of revenue, and expense (including any fees of
accountants, attorneys, experts or other professionals, and costs of investigation, mediation, arbitration, litigation
and appeal), in law or in equity, of every kind and nature whatsoever, arising out of or in connection with, resulting
from or related to, or claimed to be arising out of the Work performed by Contractor, or any of its officers, agents,
employees, Subcontractors, Sub-Subcontractors, design consultants or any person for whose acts any of them
may be liable, regardless of whether such claim, suit or demand is caused, or alleged to be caused, in part, by
an Indemnitee, including but not limited to:
A. Bodily injury, emotional injury, sickness or disease, or death to any persons;
B. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought
against the Contractor or City arising out of Contractor’s Work, for which the Contractor is responsible;
C. Stop notices and claims for labor performed or materials used or furnished to be used in the Work,
including all incidental or consequential damages resulting to City from such stop notices and claims;
D. Failure of Contractor or its Subcontractors to comply with the provisions for insurance;
E. Failure to comply with any Governmental Approval or similar authorization or order;
F. Misrepresentation, misstatement, or omission with respect to any statement made in or any document
furnished by the Contractor in connection therewith;
G. Breach of any duty, obligation, or requirement under the Contract Documents;
H. Failure to provide notice to any Party as required under the Contract Documents;
I. Failure to protect the property of any utility provider or adjacent property owner; or
J. Failure to make payment of all employee benefits.
This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive
negligence by Indemnitees, except that, to the limited extent mandated by California Civil Code Section 2782,
the Contractor shall not be responsible for liabilities which arise from the sole negligence or willful misconduct of
Indemnitees or arise from the active negligence of City.
11.02 ENFORCEMENT
Contractor’s obligations under this Article extend to claims occurring after termination of the Contractor’s
performance of the Contract or Final Payment to Contractor. The obligations apply regardless of any actual or
alleged negligent act or omission of Indemnitees. Contractor, however, shall not be obligated under this
Agreement to indemnify an Indemnitee for claims arising from the sole active negligence or willful misconduct of
the Indemnitee or independent contractors who are directly responsible to Indemnitees. Contractor’s obligations
under this Article are in addition to any other rights or remedies which the Indemnitees may have under the law
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or under the Contract Documents. In the event of any claim, suit or demand made against any Indemnitees, the
City may in its sole discretion reserve, retain or apply any monies due to the Contractor under the Contract for
the purpose of resolving such claims; provided, however, that the City may release such funds if the Contractor
provides the City with reasonable assurance of protection of the City’s interests. The City shall in its sole
discretion determine whether such assurances are reasonable.
11.03 NO LIMITATIONS
Contractor’s indemnification and defense obligations set forth in this Article are separate and independent from
the insurance provisions set forth in Article 12 herein; and do not limit, in any way, the applicability, scope, or
obligations set forth in those insurance provisions. In claims, suits, or demands against any Indemnitee by an
employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, the Contractor’s indemnification and defense obligations shall not be limited by
a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a
Subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefits acts.
[END OF ARTICLE]
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ARTICLE 12 – INSURANCE
12.01 CONDITION TO COMMENCEMENT
Contractor shall not commence Work under this Contract until Contractor has obtained all insurance required
hereunder from a company or companies acceptable to City, nor shall the Contractor allow any Subcontractor
to commence Work on a subcontract until all insurance required of said Subcontractor has been obtained. Proof
of insurance including insurance certificates and endorsements as set forth in Exhibit 4 must be submitted by
the Contractor prior to the City’s execution of the Contract.
12.02 MINIMUM COVERAGE AND LIMITS
Contractor shall maintain the insurance coverage as set forth in Exhibit 4 throughout the term of the Contract.
12.03 CONDITIONS REGARDING INSURANCE COVERAGE AND LIMITS
City and Contractor agree as follows:
A. All insurance coverage and limits provided pursuant to the Contract Documents shall apply to the full
extent of the policies involved, available or applicable. Nothing contained in the Contract Documents
or any other agreement relating to City or its operations limits the application of such insurance
coverage.
B. None of the policies required by this Contract shall be in compliance with these requirements if they
include any limiting endorsement that has not been first submitted to City and approved in writing by
the City’s Risk Manager.
12.04 INSURANCE OBLIGATION IS SEPARATE FROM INDEMNITY OBLIGATION
This Agreement’s insurance provisions:
A. Are separate and independent from the indemnification and defense provisions in Article 12 of the
Agreement; and
B. Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense
provisions in Article 12 of the Agreement.
[END OF ARTICLE]
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ARTICLE 13 – BONDS
13.01 REQUIRED BONDS
A. Contractor shall furnish the following bonds:
1. A Performance Bond in an amount equal to one hundred percent (100%) of the total Contract price
in the form shown in Exhibit "1" attached hereto.
2. A Payment Bond (Labor and Material) in an amount equal to one hundred percent (100%) of the
total Contract price in the form shown in Exhibit "2" attached hereto.
3. A Maintenance Bond in an amount equal to ten percent (10%) of the total Contract price in the
form shown in Exhibit "3" attached hereto.
13.02 POWER OF ATTORNEY
All bonds shall be accompanied by a power of attorney from the surety company authorizing the person
executing the bond to sign on behalf of the company. If the bonds are executed outside the State of California,
all copies of the bonds must be countersigned by a California representative of the surety. The signature of the
person executing the bond on behalf of Surety shall be acknowledged by a Notary Public as the signature of the
person designated in the power of attorney.
13.03 APPROVED SURETY
All bonds must be issued by a California admitted surety insurer with the minimum A.M Best Company
Financial strength rating of “A: VII”, or better. Bonds issued by a California admitted surety not listed on
Treasury Circular 570 will be deemed accepted unless specifically rejected by the City. Bonds issued from
admitted surety insurers not listed in Treasury Circular 570 must be accompanied by all documents
enumerated in California Code of Civil Procedure Section 995.660. All such bonds must be accompanied by
a power of attorney from the surety company authorizing the person executing the bond to sign on behalf of
the company. If the bonds are executed outside the State of California, all copies of the bonds must be
countersigned by a California representative of the surety. The signature of the person executing the bond
on behalf of Surety must be acknowledged by a Notary Public as the signature of the person designated in
the power of attorney.
13.04 REQUIRED PROVISIONS
Every bond must display the surety’s bond number and incorporate the Contract for construction of the Work by
reference. The terms of the bonds shall provide that the surety agrees that no change, extension of time,
alteration, or modification of the Contract Documents or the Work to be performed thereunder shall in any way
affect its obligations and shall waive notice of any such change, extension of time, alteration, or modification of
the Contract Documents.
13.05 NEW OR ADDITIONAL SURETIES
If, during the continuance of the Contract, any of the sureties, in the opinion of the City, are or become non-
responsible or otherwise unacceptable to City, City may require other new or additional sureties, which the
Contractor shall furnish to the satisfaction of City within ten (10) days after notice, and in default thereof the
Contract may be suspended and the materials may be purchased or the Work completed as provided in Article
5 herein.
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13.06 WAIVER OF MODIFICATIONS AND ALTERATIONS
No modifications or alterations made in the Work to be performed under the Contract or the time of performance
shall operate to release any surety from liability on any bond or bonds required to be given herein. Notice of
such events shall be waived by the surety.
13.07 APPROVAL OF BONDS
The Contract will not be executed by City nor the Notice to Proceed issued until the required bonds have been
received and approved by City. City's decision as to the acceptability of all sureties and bonds is final. No
substitution of the form of the documents will be permitted without the prior written consent of City.
[END OF ARTICLE]
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ARTICLE 14 - LABOR PROVISIONS
14.01 WORKING HOURS
A. Work or activity of any kind shall be limited to the hours from 7:00 a.m. to 7:00 p.m. No construction
noise shall be permitted between the hours of 7:00 p.m. and 7:00 a.m. of the next day.
B. Work in excess of eight (8) hours per day, on Saturdays, Sundays, or on City holidays requires prior
consent of the Director and is subject to Cost of Overtime Construction Inspection.
C. Night, Sunday and Holiday Work. No Work shall be performed at night, Sunday, or the ten (10) legal
holidays to wit: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Cesar Chavez Day,
Memorial Day, Independence Day, Labor Day, Indigenous People’s Day, Veteran’s Day,
Thanksgiving Day, Christmas Eve, Christmas Day and New Year’s Eve, except Work pertaining to
the public safety or with the permission of the Director, and accordance with such regulations as
he/she shall furnish in writing. Before performing any Work at said times, except Work pertaining to
the public safety, the Contractor shall give written notice to the Director so that proper inspection
may be provided. “Night” as used in this paragraph shall be deemed to include the hours from 7:00
P.M. to 7:00 A.M. of the next succeeding day.
14.02 COST OF OVERTIME CONSTRUCTION SERVICES AND INSPECTIONS
A. Overtime construction Work performed at the option of, or for the convenience of, the Contractor will
be inspected by the City at the expense of the Contractor. For any such overtime beyond the regular
8-hour day and for any time worked on Saturday, Sunday, or holidays the charges will be determined
by the City, and submitted to the Contractor for payment.
B. Equipment, materials, or services provided by the City, in connection with Contractor-initiated overtime
construction Work described in Paragraph 14.02(A), will also be at the expense of the Contractor. The
charges will be determined by the City, and submitted to the Contractor for payment.
C. There will be no charges to the Contractor for the inspection of overtime Work ordered by the Director
or required by the Contract Documents.
14.03 COMPLIANCE WITH STATE LABOR CODE
A. Contractor shall comply with the provisions of the Labor Code of the State of California and any
amendments thereof.
1. The time of service of any worker employed upon the Work shall be limited and restricted to eight
(8) hours during any one-calendar day, and 40 hours during any one-calendar week.
2. Work performed by employees of the Contractor in excess of eight (8) hours per day, and 40 hours
during any one calendar week, shall be permitted upon compensation for all hours worked in
excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay.
3. The Contractor and every Subcontractor shall keep an accurate record showing the name of and
the actual hours worked each calendar day and each calendar week by each worker employed by
him/her in connection with the Work; the record shall be kept open at all reasonable hours to the
inspection of the City and to the Division of Labor Standards Enforcement of the State of California.
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4. In the event City deems Contractor is in violation of this Paragraph 14.03, the Contractor shall, as
a penalty, forfeit Fifty Dollars ($50.00) for each worker employed in the execution of the Contract
by the Contractor or by any Subcontractor for each calendar day for which the employee was
underpaid in addition to an amount sufficient to recover underpaid wages. For each subsequent
violation, a (one hundred dollar) $100 penalty shall apply for each underpaid employee for each
pay period for which the employee was underpaid in addition to an amount sufficient to cover
underpaid wages. This subparagraph is effective to the extent it does not directly conflict with the
overtime penalty provision of California Labor Code Section 558. In the event of such conflict, the
California Labor Code governs over this Paragraph 14.03(A)(4).
14.04 WAGE RATES
A. Prevailing Wages
1. Contractor shall comply with the general prevailing rates of per diem wages and the general
prevailing rates for holiday and overtime Work in the locality in which the Work is to be performed,
for each craft, classification, or type of worker needed to execute the Contract. The Director of
the Department of Industrial Relations of the State of California (pursuant to California Labor
Code) and the United States Secretary of Labor (pursuant to the Davis-Bacon Act) have
determined the general prevailing rates of wages in the locality in which the Work is to be
performed. The rates are available online at www.dir.ca.gov/DLSR/PWD/. To the extent that
there are any differences in the federal and state prevailing wage rates for similar classifications
of labor, the Contractor and its Subcontractors shall pay the highest wage rate.
2. The Contractor shall post a copy of the general prevailing rate of per diem wages at the job site.
3. The Contractor and any Subcontractor under him/her shall pay not less than the specified
prevailing rate of wages to all workers employed in the execution of the Contract.
4. The holidays upon which such rates shall be paid shall be all holidays recognized in the collective
bargaining Contract applicable to the particular craft, classification, or type of worker employed on
the project.
5. The Contractor shall, as a penalty to the State or the City, forfeit not more than Fifty Dollars
($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing
rates for the Work or craft in which the worker is employed under the Contract by the Contractor
or by any Subcontractor under him. The difference between the prevailing wage rates and the
amount paid to each worker for each calendar day or portion thereof for which such worker was
paid less than the stipulated prevailing wage rate shall be paid to such worker by the Contractor.
6. The specified wage rates are minimum rates only and the City will not consider and shall not be
liable for any claims for additional compensation made by the Contractor because of payment
by him/her of any wage rate in excess of the general prevailing rates. All disputes in regard to
the payment of wages in excess of those specified herein shall be adjusted by the Contractor at
his/her own expense.
B. Payroll Records
1. Pursuant to California Labor Code Section 1776, the Contractor and each Subcontractor shall
keep an accurate payroll record, showing the name, address, social security number, Work
classification, straight time and overtime hours worked each day and week, and the actual per
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diem wages paid to each journeyman, apprentice, worker or other employee employed in
connection with the Work. The payroll records shall be certified and shall be available for
inspection.
2. The Contractor shall inform the City of the location of the payroll records, including the street
address, city and county, and shall, within five (5) Working Days, provide a notice of change in
location and address.
3. Upon request by the Director, the Contractor shall provide a copy of the certified payroll records
along with a statement of compliance.
14.05 APPRENTICESHIP STANDARDS
A. Compliance with California Labor Code Section 1777.5 requires all public works contractors and
subcontractors to:
1. Prior to commencing work on a public works contract, submit Contract Award information
to the applicable joint apprenticeship committee, including an estimate of the journeyman
hours to be performed under the Contract, the number of apprentices to be employed, and
the approximate dates the apprentices will be employed. Use Form DAS-140 from the State
Department of Industrial Relations. The City reserves the right to require Contractor and
Subcontractors to submit a copy of said forms to the City.
2. Employ apprentices for the public work at a ratio of no less than one (1) hour or apprentice
work for every five (5) hours or labor performed by a journeyman. To request dispatch of
apprentices, use Form DAS-142 from the State Department of Industrial Relations. The
City reserves the right to require Contractor and Subcontractors to submit a copy of said
forms to the City.
3. Pay the apprentice rate on public works projects only to those apprentices who are
registered, as defined in Labor Code Section 3077.
4. Contribute to the training fund in the amount identified in the Prevailing Wage Rate
publication for journeyman and apprentices. Contractors who choose not to contribute to
the local training trust fund must make their contributions to the California Apprenticeship
Council, P.O. Box 420603, San Francisco, CA 94142.
B. Failure to comply with the provisions of California Labor Code Section 1777.5 may result in the loss
of the right to bid or perform work on all public works projects for a period of one to three years and
the imposition of a civil penalty of One Hundred Dollars ($100.00) for each calendar day of
noncompliance for the first violation and up to Three Hundred Dollars ($300.00) for each calendar
day of noncompliance for a second or subsequent violation. Contractor should make a separate
copy of this material for each of his/her Subcontractors.
C. Payroll Records. The Contractor and each Subcontractor shall keep an accurate payroll record,
showing the name, address, social security number, work classification, straight time and overtime
hours worked each day and week, and the actual per diem wages paid to each journeyman
apprentice, worker or other employee employed in connection with the work. The payroll records
shall be certified and shall be submitted to the Project Manager every two weeks.
Page 83 of 248
D. Statement of Employer Fringe Benefit Payments. Within five (5) calendar days of signing the Contract
or Subcontract, as applicable, the Statement of Employer Payments (DLSE Form PW 26 from the
State Department of Industrial Relations) shall be completed for each Contractor and Subcontractor
of any tier who pays benefits to a third party trust, plan or fund for health and welfare benefits,
vacation funds or makes pension contributions. The form must contain, for each worker
classification, the fund, plan or trust name, address, administrator, the amount per hour contributed
and the frequency of contributions. Training fund contributions shall also be reported in this form.
City reserves the right to require Contractors and Subcontractors to submit a copy of said forms to
the City.
14.06 EMPLOYMENT OF APPRENTICES
A. In the performance of this Contract, the Contractor and any Subcontractor shall comply with the
provisions concerning the employment of apprentices in the Labor Code of the State of California
and any amendments thereof.
B. In the event the Contractor or any Subcontractor willfully fails to comply with the aforesaid provisions
of the Labor Code, such Contractor or Subcontractor shall be subject to the penalties for
noncompliance in the Labor Code of the State of California and any amendments thereof.
14.07 REGISTRATION WITH THE STATE DEPARTMENT OF INDUSTRIAL RELATIONS
In the performance of this Contract, Contractor and/or any Subcontractor must be currently registered and
qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant
to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State
Department of Industrial Relations.
14.08 CHARACTER OF WORKERS
The Contractor shall not allow his/her agents or employees, Subcontractors, or any agent or employee thereof,
to trespass on premises or lands in the vicinity of the Work. Only skilled foremen and workers shall be
employed on Work requiring special qualifications, and when required by the Director, the Contractor shall
discharge any person who commits trespass, or in the opinion of the Director, acts in a disorderly, dangerous,
insubordinate, incompetent, or otherwise objectionable manner. Any employee being intoxicated or bringing
or having intoxicating liquors or controlled substances on the Work shall be discharged. Such discharge shall
not be the basis of any claim for compensation of damages against the City or any of its officers, agents, and
employees.
14.09 NO SMOKING – STATE LABOR CODE SECTION 6404.5
The Contractor and its agents, employees, Subcontractors, representatives, and any person under
Contractor’s control, are prohibited from smoking in— or within a 20-foot distance from— the Site, which is a
"place of employment" under California Labor Code § 6404.5.
[END OF ARTICLE]
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ARTICLE 15 - DISPUTE RESOLUTION
15.01 SUBMISSION OF CLAIMS
A. By Contractor
Contractor’s right to commence the Claims Dispute Resolution Process shall arise upon the Director’s
written response denying all or part of a Claim. Contractor shall submit a written Statement of Dispute
to the Director within seven (7) Days after the Director rejects all or a portion of Contractor’s Claim.
Contractor’s Statement of Dispute shall be signed under penalty of perjury and shall state with
specificity the events or circumstances giving rise to the Claim, the dates of their occurrence and the
effect, if any, on the compensation due or performance obligations of Contractor under the Construction
Contract. Such Statement of Dispute shall include adequate supporting data to substantiate the
disputed Claim. Adequate supporting data for a Claim relating to the adjustment of the Contractor’s
obligations relative to time of performance shall include a detailed, event-by-event description of the
impact of each delay on Contractor’s time for performance. Adequate supporting data to a Statement
of Dispute submitted by Contractor involving Contractor’s compensation shall include a detailed cost
breakdown and supporting cost data in such form and including such detailed information and other
supporting data as required to demonstrate the grounds for, and precise amount of, the Claim.
B. By City
City’s right to commence the Claims Dispute Resolution Process shall arise at any time following the
City’s actual discovery of the circumstances giving rise to the Claim. Nothing contained herein shall
preclude City from asserting Claims in response to a Claim asserted by Contractor. A Statement of
Dispute submitted by City shall state the events or circumstances giving rise to the Claim, the dates of
their occurrence and the damages or other relief claimed by City as a result of such events.
C. Claims Defined
The term “claims” as used herein shall be as defined in California Public Contract Code § 20104(b)(2).
15.02 CLAIMS DISPUTE RESOLUTION PROCESS
The parties shall utilize each of the following steps in the Claims Dispute Resolution Process in the sequence
they appear below. Each party shall participate fully and in good faith in each step in the Claims Dispute
Resolution Process, which good faith effort shall be a condition precedent to the right of each party to proceed
to the next step in the Claims Dispute Resolution Process.
A. Direct Negotiations
Designated representatives of City and Contractor shall meet as soon as possible (but not later than
ten (10) Days after receipt of the Statement of Dispute) in a good faith effort to negotiate a resolution
to the Claim. Each party shall be represented in such negotiations by an authorized representative
with full knowledge of the details of the Claim or defenses being asserted by such party, and with full
authority to resolve such Claim then and there, subject only to City’s right and obligation to obtain City
Council [or other City official] approval of any agreed settlement or resolution. In the Claim involves the
assertion of a right or claim by a Subcontractor against Contractor that is in turn being asserted by
Contractor against City, then such Subcontractor shall also have a representative attend such
negotiations, with the same authority and knowledge as just described. Upon completion of the
meeting, if the Claim is not resolved, the parties may either continue the negotiations or either party
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may declare negotiations ended. All discussions that occur during such negotiations and all documents
prepared solely for the purpose of such negotiations shall be confidential and privileged pursuant to
California Evidence Code Sections 1119 and 1152.
B. Deferral of Claims
Following the completion of the negotiations required by Paragraph 15.02-A., all unresolved Claims,
except those that do not involve parties other than the Contractor and City, shall be deferred pending
Final Completion of the Work, subject to City’s right, in its sole and absolute discretion, to require that
the claims Dispute Resolution Process proceed prior to Final Completion. In the event that City does
not elect to proceed with the Claims Dispute Resolution Process prior to Final Completion of the Work,
all Claims that have been deferred until such Final Completion shall be consolidated within a
reasonable time after such Final Completion and thereafter pursued to resolution pursuant to the Claims
Dispute Resolution Process. Nothing contained in this Article 15 shall be interpreted as limiting the
parties’ rights to continue informal negotiations of Claims that have been deferred until such Final
Completion; provided, however, that such informal negotiations shall not be interpreted as altering the
provisions of this Article 15 deferring final determination and resolution of unresolved Claims until after
Final Completion of the Work.
C. Legal Proceedings
If the Claim is not resolved by direct negotiations then the party wishing to further pursue resolution or
determination of the Claim shall submit the Claim for determination by commencing legal proceedings
in a court of competent jurisdiction.
15.03 NO WAIVER
Participation in the Claims Dispute Resolution Process shall not constitute a waiver, release or compromise of
any defense of either party, including, without limitation, any defense based on the assertion that the rights of
Contractor that are the basis of a Claim were previously waived by Contractor due to failure to comply with the
Contract Documents, including, without limitation, Contractor’s failure to comply with any time periods for
providing notices or for submission or supporting documentation of Claims.
[END OF ARTICLE]
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ARTICLE 16 - ACCOUNTING RECORDS
16.01 MAINTENANCE OF RECORDS
Contractor shall keep, and shall include in its contracts with its Subcontractors, provisions requiring its
Subcontractors to keep full and detailed books and records in accordance with the requirements of the
Contract Documents, including the following: all information, materials and data of every kind and character
(hard copy, as well as computer readable data if it exists), that have any bearing on or pertain to any matters,
rights, duties or obligations relating to the Project or the performance of the Work, including, without limitation,
agreements, purchase orders, leases, contracts, commitments, arrangements, notes, change orders, change
order requests, estimates, field orders, schedules, diaries, logs, reports, shop drawings, samples, exemplars,
Drawings, Specifications, invoices, delivery tickets, receipts, vouchers, cancelled checks, memoranda;
accounting records; job cost reports; job cost files (including complete documentation covering negotiated
settlements); backcharge; general ledgers; documentation of cash and trade discounts earned; insurance
rebates and dividends, and other documents relating in way to Claims or Change Orders, Construction
Change Directives, Work Directives, or other claims for payment related to the Project asserted by Contractor
or any Subcontractor (“Accounting Records”). Contractor shall exercise such controls as may be necessary
for proper financial management of the Work. Such accounting and control systems shall comply with
prevailing custom and practice for similar projects, be satisfactory to City and shall include preservation of
such records for a period of five (5) years after approval of the Notice of Completion and Acceptance by City,
or for such longer period as may be required by applicable laws.
16.02 ACCESS TO RECORDS
Contractor shall allow, and shall include in its contracts with its Subcontractors provisions requiring its
Subcontractors to allow, City and its authorized representative(s), auditors, attorneys and accountants, upon
twenty-four (24) hours notice to Contractor, full access to inspect and copy all books and records relating to
the Project that Contractor is required to maintain pursuant to Paragraph 16.01, above.
16.03 CONTRACTOR NONCOMPLIANCE, WITHHOLDING
Contractor's compliance with Paragraphs 16.01 and 16.02, above, shall be a condition precedent to
maintenance of any legal action or arbitration by Contractor against City. In addition to and without limitation
upon City's other rights and remedies for breach, including any other provisions for withholding set forth in the
Contract Documents, City shall have the right, exercised in its sole discretion, to withhold from any payment
to Contractor due under a current Application for Payment an additional sum of up to ten percent (10%) of the
total amount set forth in such Application for Payment, until Contractor and its Subcontractors have complied
with any outstanding and unsatisfied request by City under this Article 16. Upon such compliance with this
Article 16, any additional monies withheld pursuant to this Paragraph 16.03 shall be released to Contractor.
16.04 SPECIFIC ENFORCEMENT BY CITY
Contractor agrees that any failure by Contractor or any Subcontractor to provide access to its books and
records as required by this Article 16 shall be specifically enforceable, by issuance of a preliminary and/or
permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such
court and without the necessity of oral testimony, to compel Contractor to permit access, inspection, audits
and/or reproduction of such books and records or to require delivery of such books and records to City for
inspection, audit and/or reproduction.
[END OF ARTICLE]
Page 87 of 248
ARTICLE 17-MISCELLANEOUS PROVISIONS
17.01 COMPLIANCE WITH APPLICABLE LAWS
A. Notices, Compliance
Contractor shall give all notices required by governmental authorities and comply with all applicable
laws and lawful orders of governmental authorities, including but not limited to the provisions of the
California Code of Regulations applicable to contractors performing construction and all laws,
ordinances, rules, regulations and lawful orders relating to safety, prevailing wage and equal
employment opportunities.
B. Taxes, Employee Benefits
Contractor shall pay at its own expense, at no cost to the City and without adjustment to the Contract
Sum, all local, state and federal taxes, including, without limitation all sales, consumer, business
license, use and similar taxes on materials, labor or other items furnished for the Work or portions
thereof provided by Contractor or Subcontractors, all taxes arising out of its operations under the
Contract Documents and all benefits, insurance, taxes and contributions for social security and
unemployment insurance which are measured by wages, salaries or other remuneration paid to
Contractor's employees. If under federal excise tax law any transaction hereunder constitutes a sale
on which a federal excise tax is imposed and the sale is exempt from such excise tax because it is a
sale to meat for its exclusive use, then City, upon request, will execute documents necessary to show
that is a political subdivision of the State for the purposes of such exemption and that the sale is for the
exclusive use of the City, in which case no excise tax for such materials shall be included in the Bid or
Contract Sum.
C. Notice of Violations
Contractor shall immediately notify the City and Director in writing of any instruction received from the
City, Director, Architect or other person or entity that, if implemented, would cause a violation of any
applicable law or lawful order of a governmental authority. If Contractor fails to provide such notice,
then Director shall be entitled to assume that such instruction is in compliance with applicable laws and
lawful orders of governmental authorities. If Contractor observes that any portion of the Drawings and
Specifications or Work are at variance with applicable laws or lawful orders of governmental authorities,
or should Contractor become aware of conditions not covered by the Contract Documents which will
result in Work being at variance therewith, Contractor shall promptly notify Director in writing. If, without
such notice to Director, Contractor or any Subcontractor performs any Work which it knew, or through
the exercise of reasonable care should have known, was contrary to lawful orders of governmental
authorities or applicable laws, then Contractor shall bear all resulting losses at its own expense, at no
cost to City and without adjustment to the Contract Sum.
17.02 OWNERSHIP OF DESIGN DOCUMENTS
A. Property of City
All Design Documents, Contract Documents and Submittals (including, without limitation, all copies
thereof) and all designs and building designs depicted therein are and shall remain the sole and
exclusive property of the City and the City shall solely and exclusively hold all copyrights thereto.
Without derogation the City’s rights under this Paragraph, the Contractor and Subcontractors are
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granted a limited, non-exclusive license, revocable at will of City, to use and reproduce applicable
portions of the Contract Documents and Submittals as appropriate to and for use in the execution of
the Work and for no other purpose.
B. Documents on Site
Contractor shall keep on the Project site, at all times and for use by City, Director, Inspectors of Record
and City’s Consultants, a complete set of the Contract Documents that have been approved by
applicable Governmental Authorities.
C. Delivery to City
All Design Documents, Contract Documents and Submittals in the possession of Contractor or
Subcontractors shall be returned to the City upon the earlier of Final Completion or termination of the
Construction Contract; provided, however, that Contractor and each Subcontractor shall have the right
to retain one (1) copy of the Contract Documents and Submittals for its permanent records
D. Subcontractors
Contractor shall take all necessary steps to assure that a provision is included in all subcontracts with
Subcontractors, of every tier, who perform Work on the Project establishing, protecting and preserving
the, City’s rights set forth in this Paragraph.
17.03 AMENDMENTS
The Contract Documents may be amended only by a written instrument duly executed by the parties or their
respective successors or assigns.
17.04 WAIVER
Either party's waiver of any breach or failure to enforce any of the terms, covenants, conditions or other
provisions of the Contract Documents at any time shall not in any way limit or waive that party's right thereafter
to enforce or compel strict compliance with every term, covenant, condition or other provision, any course of
dealing or custom of the trade notwithstanding. Furthermore, if the parties make and implement any
interpretation of the Contract Documents without documenting such interpretation by an instrument in writing
signed by both parties, such interpretation and implementation thereof will not be binding in the event of any
future disputes.
17.05 INDEPENDENT CONTRACTOR
Contractor is an independent contractor, and nothing contained in the Contract Documents shall be construed
as constituting any relationship with City other than that of Project owner and independent contractor. In no
event shall the relationship between City and Contractor be construed as creating any relationship whatsoever
between City and Contractor's employees. Neither Contractor nor any of its employees is or shall be deemed
to be an employee of City. Except as otherwise specified in the Contract Documents, Contractor has sole
authority and responsibility to employ, discharge and otherwise control its employees and has complete and
sole responsibility as a principal for its agents, for all Subcontractors and for all other Persons that Contractor
or any Subcontractor hires to perform or assist in performing the Work.
Page 89 of 248
17.06 SUCCESSORS AND ASSIGNS
The Contract Documents shall be binding upon and inure to the benefit of City and Contractor and their
permitted successors, assigns and legal representatives.
A. City may assign all or part of its right, title and interest in and to any Contract Documents, including
rights with respect to the Payment and Performance Bonds, to (a) any other governmental person
as permitted by governmental rules, provided that the successor or assignee has assumed all of
City's obligations, duties and liabilities under the Contract Document then in effect; and (b) any other
Person with the prior written approval of Contractor.
B. Contractor may collaterally assign its rights to receive payment under the Contract Documents.
Contractor may not delegate any of its duties hereunder, except to Subcontractors as expressly
otherwise permitted in the Contract Documents. Contractor's assignment or delegation of any of its
Work under the Contract Documents shall be ineffective to relieve Contractor of its responsibility for
the Work assigned or delegated, unless City, in its sole discretion, has approved such relief from
responsibility.
Any assignment of money shall be subject to all proper set-offs and withholdings in favor of City and
to all deductions provided for in the Contract. All money withheld, whether assigned or not, shall be
subject to being used by City for completion of the Work, should Contractor be in default.
C. Except for the limited circumstances set forth in Paragraph 17.06-B, above, Contractor may not,
without the prior written consent of City in its sole discretion, voluntarily or involuntarily assign,
convey, transfer, pledge, mortgage or otherwise encumber its rights or interests under the Contract
Documents. No partner, joint venturer, member or shareholder of Contractor may assign, convey,
transfer, pledge, mortgage or otherwise encumber its ownership interest in Contractor without the
prior written consent of City, in City’s sole discretion.
17.07 SURVIVAL
Contractor’s representations and warranties, the dispute resolution provisions contained in Article 15, and all
other provisions which by their inherent character should survive termination of the Contract and/or Final
Acceptance, shall survive the termination of the Contract and the Final Acceptance Date.
17.08 LIMITATION ON THIRD PARTY BENEFICIARIES
It is not intended by any of the provisions of the Contract Documents to create any third party beneficiary
hereunder or to authorize anyone not a party hereto to maintain a suit for personal injury or property damage
pursuant to the terms or provisions hereof, except to the extent that specific provisions (such as the warranty
and indemnity provisions) identify third parties and state that they are entitled to benefits hereunder. The
duties, obligations and responsibilities of the parties to the Contract Documents with respect to such third
parties shall remain as imposed by law. The Contract Documents shall not be construed to create a
contractual relationship of any kind between City and a Subcontractor or any other Person except Contractor.
17.09 PERSONAL LIABILITY OF CITY EMPLOYEES
City’s authorized representatives are acting solely as agents and representatives of City when carrying out
the provisions of or exercising the power or authority granted to them under the Contract. They shall not be
liable either personally or as employees of City for actions in their ordinary course of employment.
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No agent, consultant, Council member, officer or authorized employee of City, shall be personally responsible
for any liability arising under the Contract.
17.10 NO ESTOPPEL
City shall not, nor shall any officer thereof, be precluded or estopped by any measurement, estimate or
certificate made or given by the City representative or other officer, agent, or employee of City under any
provisions of the Contract from at any time (either before or after the final completion and acceptance of the
Work and payment therefor) pursuant to any such measurement, estimate or certificate showing the true and
correct amount and character of the work done, and materials furnished by Contractor or any person under
the Contract or from showing at any time that any such measurement, estimate or certificate is untrue and
incorrect, or improperly made in any particular, or that the work and materials, or any part thereof, do not in
fact conform to the Contract Documents. Notwithstanding any such measurement, estimate or certificate, or
payment made in accordance therewith, City shall not be precluded or estopped from recovering from
Contractor and its Sureties such damages as City may sustain by reason of Contractor’s failure to comply or
to have complied with the Contract Documents.
17.11 GOVERNING LAW
The laws of the State of California govern the construction and interpretation of the Contract Documents,
without regard to conflict of law principles. Unless the Contract Documents provide otherwise, any reference
to laws, ordinances, rules, or regulations include their later amendment, modifications, and successor
legislation. If Contractor or City brings a lawsuit to enforce or interpret one or more provisions of the Contract
Documents, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise
appropriate, in the United States District Court, Central District of California. Contractor and City acknowledge
that the Contract Documents were negotiated, entered into, and executed—and the Work was performed—in
the City of Vernon, California.
17.12 FURTHER ASSURANCES
Contractor shall promptly execute and deliver to City all such instruments and other documents and
assurances as are reasonably requested by City to further evidence the obligations of Contractor hereunder,
including assurances regarding assignments of Subcontractors contained herein.
17.13 SEVERABILITY
If any clause, provision, section, paragraph or part of the Contract is ruled invalid by a court having proper
jurisdiction, then the parties shall: (a) promptly meet and negotiate a substitute for such clause, provision,
section, paragraph or part, which shall, to the greatest extent legally permissible, effect the original intent of
the parties, including an equitable adjustment to the Contract Price to account for any change in the Work
resulting from such invalidated portion; and (b) if necessary or desirable, apply to the court or other decision
maker (as applicable) which declared such invalidity for an interpretation of the invalidated portion to guide
the negotiations. The invalidity or unenforceability of any such clause, provision, section, paragraph or part
shall not affect the validity or enforceability of the balance of the Contract, which shall be construed and
enforced as if the Contract did not contain such invalid or unenforceable clause, provision, section, paragraph
or part.
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17.14 HEADINGS
The captions of the sections of the Contract are for convenience only and shall not be deemed part of the
Contract or considered in construing the Contract.
17.15 ENTIRE AGREEMENT
The Contract Documents contain the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements, understandings, statements, representations and negotiations
between the parties with respect to its subject matter.
17.16 COUNTERPARTS
This instrument may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
[END OF ARTICLE]
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EXHIBIT 1
Bond No.:
Premium Amount: $
Bond’s Effective Date:
PERFORMANCE BOND
RECITALS:
1. The City of Vernon, California (“City”), has awarded to
(Name, address, and telephone of Contractor)
________________________________________________________________________________ (“Principal”), a Contact
(the “Contract) for the Work described as follows:
Specification No. : in Vernon, CA.
2. Principal is required under the terms of the Contract and all contract documents referenced in it (“Contract Documents”) to
furnish a bond guaranteeing Principal’s faithful performance of the Work.
3. The Contract and Contract Documents, including all their amendments and supplements, are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
______________________________________________________________________________________________
(Name, address, and telephone of Surety)
______________________________________________________________________________________ (“Surety”), a duly
admitted surety insurer under California’s laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) (“the Bonded Sum”), this amount
comprising not less than the total Contract Sum, in lawful money of the United States of America.
The Licensed Agent for Surety is:
(Name, address, and telephone)
Registered Agent’s California Department of Insurance License No. .
THE CONDITION OF THIS BOND’S OBLIGATION IS THAT, if Principal promptly and faithfully performs the undertakings, terms,
covenants, conditions, and agreements in the Contract and Contract Documents (including all their amendments and supplements),
all within the time and in the manner that those documents specify, then this obligation becomes null and void. Otherwise, this Bond
remains in full force and effect, and the following terms and conditions apply to this Bond:
1. This Bond specifically guarantees Principal’s performance of each obligation and all obligations under the Contract and
Contract Documents, as they may be amended and supplemented including, but not limited to, Principal’s liability for liquidated
damages, Warranties, Guarantees, Correction, and Maintenance obligations as specified in the Contract and Contract
Documents except that Surety’s total obligation, as described here, will not exceed the Bonded Sum.
Page 93 of 248
2. For those obligations of Principal that survive Final Completion of the Work described in the Contract and Contract Documents,
the guarantees in this Bond also survive Final Completion of the Work.
3. When City declares that Principal is in default under the Contract, or Contract Documents, or both, Surety shall
promptly: (a) remedy the default; (b) complete the Project according to the Contract Documents’ terms and conditions then
in effect; or (c) using a procurement methodology approved by City, select a contractor or contractors acceptable to City to
complete all of the Work, and arrange for a contract between the contractor(s) and City. Surety shall make available, as the
Work progresses, sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform
all obligations of Principal under the Contract and Contract Documents including other costs and damages for which Surety
is liable under this Bond except that Surety’s total obligation, as described here, will not exceed the Bonded Sum.
4. An alteration, modification, change, addition, deletion, omission, agreement, or supplement to the Contract, Contract
Documents, or the nature of the Work performed under the Contract or Contract Documents including, without limitation, an
extension of time for performance does not, in any way, affect Surety’s obligations under this Bond. Surety waives any notice
of alteration, modification, change, addition, deletion, omission, agreement, supplement, or extension of time.
5. Surety’s obligations under this Bond are separate, independent from, and not contingent upon any other surety’s guaranteeing
Principal’s faithful performance of the Work.
6. No right of action accrues on this Bond to any entity other than City or its successors and assigns.
7. If an action at law or in equity is necessary to enforce or interpret this Bond’s terms, Surety must pay in addition to the Bonded
Sum City’s reasonable attorneys’ fees and litigation costs, in an amount the court fixes.
8. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate,
or withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
[Signatures to this Exhibit 1, Performance Bond, Begin on Next Page].
Page 94 of 248
On the date set forth below, Principal and Surety duly executed this Performance Bond, with the name of each party appearing
below and signed by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL: SURETY:
(Company Name) (Company Name)
(Signature) (Signature)
By: By:
(Name and Title) (Name and Title)
Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents:
THIS BOND MUST BE EXECUTED IN TRIPLICATE.
EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT.
THE ATTORNEY-IN-FACT’S SIGNATURE MUST BE NOTARIZED.
A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, ARE A
CORPORATION.
APPROVED AS TO SURETY AND APPROVED AS TO FORM:
AMOUNT OF BONDED SUM:
By: By:
Daniel Wall, Director of Public Works Zaynah N. Moussa, Interim City Attorney
CORPORATE SEAL CORPORATE SEAL CORPORATE SEAL
Page 95 of 248
BOND ACKNOWLEDGMENT
FOR
SURETY’S ATTORNEY-IN-FACT
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On this day of , 20 ,
before me, (name), a Notary Public for said County, personally
appeared (name), who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of
, and acknowledged to me that he/she subscribed the
name of thereto as principal, and his/he own name as
attorney in fact.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
Page 96 of 248
EXHIBIT 2
Bond No.:
Premium Amount: $
Bond’s Effective Date:
PAYMENT BOND
(LABOR AND MATERIALS)
RECITALS:
1. The City of Vernon, California (“City”), has awarded to
__________________________________________________________________________________________
(Name, address, and telephone of Design-Builder)
________________________________________________________________________________ (“Principal”), a
Contract (the “Contract”) for the Work described as follows:
Specification No. : in Vernon, CA.
2. Principal is required under California Civil Code Sections 9550-9566 and the terms of the Contract and all contract documents
referenced in it (“Contract Documents”) to furnish a bond guaranteeing Principal’s paying claims, demands, liens, or suits for
any work, labor, services, materials, or equipment furnished or used in the Work.
3. The Contract and Contract Documents, including all their amendments and supplements, are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
______________________________________________________________________________________________
(Name, address, and telephone of Surety)
______________________________________________________________________________________ (“Surety”), a duly
admitted surety insurer under California’s laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) (“the Bonded Sum”), this amount
comprising not less than the total Contract Sum, in lawful money of the United States of America.
The Licensed Agent for Surety is:
(Name, address, and telephone)
Registered Agent’s California Department of Insurance License No. .
THE CONDITION OF THIS BOND’S OBLIGATION IS THAT, if Principal or a subcontractor fails to pay (a) any person named in
California Civil Code Section 9100, or any successor legislation; (b) any amount due under California’s Unemployment Insurance
Code, or any successor legislation, for work or labor performed under the Contract or Contract Documents; or (c) any amount
under Unemployment Insurance Code Section 13020, or any successor legislation, that Principal or a subcontractor must deduct,
withhold, and pay over to the Employment Development Department from the wages of its employees, for work or labor performed
under the Contract or Contract Documents, then Surety shall pay for the same in an amount not-to-exceed the Bonded Sum.
Otherwise, this obligation becomes null and void. While this Bond remains in full force and effect, the following terms and conditions
apply to this Bond:
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1. This Bond inures to the benefit of any of the persons named in California Civil Code Section 3181, or any successor legislation,
giving those persons or their assigns a right of action in any suit brought upon this Bond, unless California Civil Code Section 3267,
or any successor legislation, applies.
2. An alteration, modification, change, addition, deletion, omission, agreement, or supplement to the Contract, Contract
Documents, or the nature of the Work performed under the Contract or Contract Documents including, without limitation, an
extension of time for performance does not, in any way, affect Surety’s obligations under this Bond. Surety waives any notice
of alteration, modification, change, addition, deletion, omission, agreement, supplement, or extension of time.
3. Surety’s obligations under this Bond are separate, independent from, and not contingent upon any other surety’s paying claims,
demands, liens, or suits for any work, labor, services, materials, or equipment furnished or used in the Work.
4. If an action at law or in equity is necessary to enforce or interpret this Bond’s terms, Surety must pay in addition to the Bonded
Sum City’s reasonable attorneys’ fees and litigation costs, in an amount the court fixes.
5. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate,
or withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
[Signatures to this Exhibit 2, Payment Bond, Begin on Next Page].
Page 98 of 248
On the date set forth below, Principal and Surety duly executed this Payment Bond, with the name of each party appearing below
and signed by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL: SURETY:
(Company Name) (Company Name)
(Signature) (Signature)
By: By:
(Name and Title) (Name and Title)
Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents:
THIS BOND MUST BE EXECUTED IN TRIPLICATE.
EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT.
THE ATTORNEY-IN-FACT’S SIGNATURE MUST BE NOTARIZED.
A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, ARE A
CORPORATION.
APPROVED AS TO SURETY AND APPROVED AS TO FORM:
AMOUNT OF BONDED SUM:
By: By:
Daniel Wall, Director of Public Works Zaynah N. Moussa, Interim City Attorney
CORPORATE SEAL CORPORATE SEAL CORPORATE SEAL CORPORATE SEAL
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BOND ACKNOWLEDGMENT
FOR
SURETY’S ATTORNEY-IN-FACT
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On this day of , 20 ,
before me, (name), a Notary Public for said County, personally
appeared (name), who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of,
and acknowledged to me that he/she subscribed the name of thereto
as principal, and his/he own name as attorney in fact.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
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EXHIBIT 3
Bond No.:
Premium Amount: $
Bond’s Effective Date:
MAINTENANCE BOND
RECITALS:
1. The City of Vernon, California (“City”), has awarded to
(Name, address, and telephone of Contractor)
_______________________________________________________________________________________ (“Principal”),
a Contract (the “Contract”) for the Work described as follows:
Specification No. : in Vernon, CA.
2. Principal is required under the terms of the Contract— and all contract documents referenced in it (“Contract Documents”)—
after completion of the Work and before the filing and recordation of a Notice of Completion for the Work, to furnish a bond to
secure claims for Maintenance equal to ten percent (10%) of the total amount of the Contract Which shall hold good for a
period of one (1) year from the date the City’s Notice of Completion and Acceptance of the Work is filed with the County
Recorder, to protect the City against the result of faulty material or workmanship during that time.
3. The Contract and Contract Documents, including all their amendments and supplements, are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
(Name, address, and telephone of Surety)
______________________________________________________________________________________ (“Surety”), a duly
admitted surety insurer under California’s laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) (“the Bonded Sum”), this amount
comprising not less than ten percent (10%) of the total Contract Sum, in lawful money of the United States of America.
The Licensed Agent for Surety is:
(Name, address, and telephone)
Registered Agent’s California Department of Insurance License No. .
THE CONDITION OF THIS BOND’S OBLIGATION IS THAT if the said Principal or any of his or her or its subcontractors, or the heirs,
executors, administrators, successors, or assigns or assigns of any, all, or either of them, shall fail to execute within a reasonable
amount of time, or fail to respond within seven (7) days with a written schedule acceptable to the City for same, repair or replacement
of any and all Work, together with any other adjacent Work which may be displaced by so doing, that proves to be defective in its
workmanship or material for the period of one (1) year (except when otherwise required in the Contract to be for a longer period) from
the date the City’s Notice of Completion and Acceptance, or equivalent, is filed with the County Recorder, ordinary wear and tear and
unusual abuse or neglect excepted with respect to such Work and labor, the Surety herein shall pay for the same, in an amount not
exceeding the sum specified in this Bond.
1. When City declares that Principal is in default under the Contract, or Contract Documents, or both, Surety shall promptly
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remedy the default using a procurement methodology approved by City, select a contractor or contractors acceptable to City
to complete all of the Work, and arrange for a contract between the contractor(s) and City. Surety shall make available
sufficient funds to pay the cost of repair or replacement of any and all Work and to pay and perform all obligations of Principal
under the Contract and Contract Documents including other costs and damages for which Surety is liable under this Bond
except that Surety’s total obligation, as described here, will not exceed the Bonded Sum.
2. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and
remain in full force and effect.
3. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms
of said Contract or to the Work to be performed thereunder or the specifications accompanying the same shall in any manner
affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration, or addition.
4. Surety’s obligations under this Bond are separate, independent from, and not contingent upon any other surety’s guaranteeing
Principal’s faithful performance of the Work.
5. No right of action accrues on this Bond to any entity other than City or its successors and assigns.
6. If an action at law or in equity is necessary to enforce or interpret this Bond’s terms, Surety must pay, in addition to the Bonded
Sum, City’s reasonable attorneys’ fees and litigation costs, in an amount the court fixes.
7. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate,
or withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
8. Death of the Principal shall not relieve Surety of its obligations hereunder.
[Signatures to this Exhibit 3, Maintenance Bond, Begin on Next Page].
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On the date set forth below, Principal and Surety duly executed this Maintenance Bond, with the name of each party appearing
below and signed by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL: SURETY:
(Company Name) (Company Name)
(Signature) (Signature)
By: By:
(Name and Title) (Name and Title)
Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents:
THIS BOND MUST BE EXECUTED IN TRIPLICATE.
EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT.
THE ATTORNEY-IN-FACT’S SIGNATURE MUST BE NOTARIZED.
A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, ARE A
CORPORATION.
APPROVED AS TO SURETY AND APPROVED AS TO FORM:
AMOUNT OF BONDED SUM:
By: By:
Daniel Wall, Director of Public Works Zaynah N. Moussa, Interim City Attorney
CORPORATE SEAL CORPORATE SEAL CORPORATE SEAL CORPORATE SEAL
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BOND ACKNOWLEDGMENT
FOR
SURETY’S ATTORNEY-IN-FACT
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On this day of , 20 ,
before me, (name), a Notary Public for said County, personally
appeared (name), who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of
, and acknowledged to me that he/she subscribed the
name of thereto as principal, and his/he own name as
attorney in fact.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
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EXHIBIT 4
INSURANCE REQUIREMENTS
1.0 REQUIRED INSURANCE POLICIES
At its own expense, Contractor shall obtain, pay for, and maintain – and shall require each of its
Subcontractors to obtain and maintain – for the duration of the Agreement, policies of insurance meeting the following
requirements:
A. Workers’ Compensation/Employer’s Liability Insurance shall provide workers’ compensation statutory
benefits as required by law.
1. Employer’s Liability insurance shall be in an amount not less than:
(a) ONE MILLION DOLLARS ($1,000,000) per accident for bodily injury or disease;
(b) ONE MILLION DOLLARS ($1,000,000) per employee for bodily injury or disease;
and
(c) ONE MILLION DOLLARS ($1,000,000) policy limit.
B. Commercial General Liability (“CGL”) (primary). City and its employees and agents shall be added as
additional insureds, not limiting coverage for the additional insured to “ongoing operations” or in any way excluding
coverage for completed operations. Coverage shall apply on a primary, non-contributing basis in relation to any other
insurance or self-insurance, primary or excess, available to City or any employee, representative or agent of City.
Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Coverage shall
contain no contractors’ limitation or other endorsement limiting the scope of coverage for liability arising from explosion,
collapse, or underground property damage.
1. CGL insurance must not be written for less than the limits of liability specified as follows:
(a) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including
accidental death) to any one person;
(b) ONE MILLION DOLLARS ($1,000,000) per occurrence for personal and
advertising injury to any one person;
(c) ONE MILLION DOLLARS ($1,000,000) per occurrence for property damage; and
(d) TWO MILLION DOLLARS ($2,000,000) general aggregate limit.
2. CGL insurance must include all major divisions of coverage and must cover:
(a) Premises Operations (including Explosion, Collapse, and Underground [“X,C,U”]
coverages as applicable);
(b) Independent Contractor’s Protective;
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(c) Independent Contractors;
(d) Products and Completed Operations (maintain same limits as above until five (5)
years after recordation of Notice of Completion);
(e) Personal and Advertising Injury (with Employer’s Liability Exclusion deleted);
(f) Contractual Liability (including specified provision for Contractor’s obligation under
Article 11 of the General Conditions); and
(g) Broad Form Property Damage.
3. Umbrella or Excess Liability Insurance (over primary), if provided, shall be at least as broad
as any underlying coverage. Coverage shall be provided on a “pay on behalf” basis, with
defense costs payable in addition to policy limits. There shall be no cross liability exclusion
and no contractor’s limitation endorsement. The policy shall have starting and ending dates
concurrent with the underlying coverages. The Named Insured may determine the layering
of primary and excess liability insurance provided that if such layering differs from that
described here, the actual coverage program meets the minimum total required limits and
complies with all other requirements listed here.
C. Business Automobile Liability Insurance
1. Business Automobile Liability Insurance must cover all vehicles, whether rented, leased,
hired, scheduled, owned or non-owned. If Contractor does not own any vehicles, this
requirement may be satisfied by a non-owned vehicle endorsement to the general and
umbrella liability policies. Business Automobile Liability Insurance coverage amounts shall
not be less than the following:
(a) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including
accidental death) to any one person; and
(b) ONE MILLION DOLLARS ($1,000,000) per occurrence for property damage; or
(c) ONE MILLION DOLLARS ($1,000,000) combined single limit.
D. Contractors Pollution Liability Insurance (CPL)
1. Contractor or Subcontractor shall obtain, pay for, and maintain for the duration of the
Contract Contractors Pollution Liability insurance that provides coverage for liability caused
by pollution conditions arising out of the operations of the Contractor. Coverage shall be
included on behalf of the insured for covered claims arising out of the actions of independent
contractors. If the insured is using Subcontractors, the policy must include work performed
“by or on behalf” of the insured.
2. The policy limit shall provide coverage of no less than one million dollars ($1,000,000) per
claim and in the aggregate. Coverage shall apply to bodily injury; property damage,
including loss of use of damaged property or of property that has not been physically inured;
cleanup costs; and costs of defense, including costs and expenses incurred in the
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investigation, defense, or settlement of claims.
3. All activities contemplated in the Contract shall be specifically scheduled on the CPL policy
as “covered operations.” In addition, the policy shall provide coverage for the hauling of
waste from the Project site to the final disposal location, including non-owned disposal sites.
4. The policy shall specifically provide for a duty to defend on the part of the insurer. City, its
officers, employees and agents shall be added to the policy as additional insureds by
endorsement.
E. Builder’s Risk Insurance
1. Builder’s Risk Insurance covering all real and personal property for “all risks” of loss or
“comprehensive perils” coverage including but not limited to the perils of earth movement
including earthquake and flood for all buildings, structures, fixtures, materials, supplies,
machinery and equipment to be used in or incidental to the construction at the site, off site,
or in transit, for the full replacement value of such properties. Coverage shall be included for
property of others in the care, custody or control of the insured for which any insured may be
liable. The City will purchase a builder’s risk policy for the Project instead of a contractor
purchased policy. Bidder should not include cost for this coverage in his/her bid.
2.0 GENERAL REQUIREMENTS—ALL POLICIES
A. Qualifications of Insurer. At all times during the term of this Contract, Contractor’s insurance
company must meet all of the following requirements:
1. “Admitted” insurer by the State of California Department of Insurance or be listed on the
California Department of Insurance’s “List of Surplus Line Insurers” (“LESLI”);
2. Domiciled within, and organized under the laws of, a State of the United States; and
3. Carry an A.M. Best & Company minimum rating of “A:VII”.
B. Continuation Coverage. For insurance coverages that are required to remain in force after the
Final Payment, and if reasonably available, Contractor shall submit to City, with the final Application for Payment, all
certificates and additional insured endorsements evidencing the continuation of such coverage.
C. Deductibles or Self-Insured Retentions. All deductibles or self-insured retentions are subject to
City’s review and approval, in its sole discretion.
D. Commercial General Liability and Business Automobile insurance policies must be written on an
“occurrence” basis and must add the City of Vernon and its officers, agents, employees and representatives as
additional insureds.
E. Contractor’s Insurance Primary. Other insurance (whether primary, excess, contingent or self-
insurance, or any other basis) available to City, or its representatives, or both, is excess over Contractor’s insurance.
City’s insurance, or self-insurance, or both, will not contribute with Contractor’s insurance policy.
F. Waiver of Subrogation. Contractor and Contractor’s insurance company waive— and shall not
exercise— any right of recovery or subrogation that Contractor or the insurer may have against City, or its
representatives, or both.
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G. Separation of Insureds. Contractor’s insurance policy applies separately to each insured or
additional insured who is seeking coverage, or against whom a claim is made or suit is brought, except that the
naming of multiple insureds will not increase an insurance company’s limits of liability.
H. Claims by Other Insureds. Contractor’s insurance policy applies to a claim or suit brought by an
additional insured against a Named Insured or other insured, arising out of bodily injury, personal injury, advertising
injury, or property damage.
I. Premiums. City is not liable for a premium payment or another expense under Contractor’s policy
J. At any time during the duration of this Contract, City may do any one or more of the following:
1. Review this Agreement’s insurance coverage requirements;
2. Require that Contractor obtain, pay for, and maintain more insurance depending on City’s
assessment of any one or more of the following factors:
(a) City’s risk of liability or exposure arising out of, or in any way connected with, the
services of Contractor under this Agreement;
(b) The nature or number of accidents, claims, or lawsuits arising out of, or in any way
connected with, the services of Contractor under this Agreement; or
(c) The availability, or affordability, or both, of increased liability insurance coverage.
3. Obtain, pay for, or maintain a bond (as a replacement for an insurance coverage) from a
California corporate surety, guaranteeing payment to City for liability, or costs, or both,
that City incurs during City’s investigation, administration, or defense of a claim or a suit
arising out of this Agreement; or
K. Contractor shall maintain the insurance policy without interruption, from the Project’s
commencement date to the Final Payment date, or until a date that City specifies for any coverage that Contractor
must maintain after the Final Payment.
L. Contractor shall not allow any insurance to expire, cancel, terminate, lapse, or non-renew.
Contractor’s insurance company shall mail City written notice at least thirty (30) days in advance of the policy’s
cancellation, termination, non-renewal, or reduction in coverage and ten (10) days before its insurance policy’s
expiration, cancellation, termination, or non-renewal, Contractor shall deliver to City evidence of the required
coverage as proof that Contractor’s insurance policy has been renewed or replaced with another insurance policy
which, during the duration of this Agreement, meets all of this Agreement’s insurance requirements.
M. At any time, upon City’s request, Contractor shall furnish satisfactory proof of each type of
insurance coverage required— including a certified copy of the insurance policy or policies; certificates, endorsements,
renewals, or replacements; and documents comprising Contractor’s self-insurance program— all in a form and content
acceptable to the City Attorney or City’s Risk Manager.
N. If Contractor hires, employs, or uses one or more Subcontractor(s) to perform work, services,
operations, or activities on Contractor’s behalf, Contractor shall ensure that the Subcontractor complies with the
following.
1. Meets, and fully complies with, this Agreement’s insurance requirements; and
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2. Furnishes City at any time upon its request, with a complete copy of the Subcontractor’s
insurance policy or policies for City’s review, or approval, or both. Failure of City to
request copies of such documents shall not impose any liability on City, or its employees.
O. Contractor’s failure to comply with an insurance provision in this Agreement constitutes a material
breach upon which City may immediately terminate or suspend Contractor’s performance of this Agreement, or
invoke another remedy that this Agreement or the law allows. At its discretion and without waiving any other rights it
may have pursuant to law, City has the right but not a duty to obtain or renew the insurance and pay all or part of the
premiums. Upon demand, Contractor shall repay City for all sums or monies that City paid to obtain, renew, or
reinstate the insurance, or City may offset the cost of the premium against any sums or monies that City may owe
Contractor.
3.0 CONTRACTOR’S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS
A. Contractor shall have its insurance carrier(s) or self-insurance administrator(s) complete and
execute the following insurance documents and shall deliver said documents at the same time Contractor delivers
this Agreement to City. City will neither sign this Agreement nor issue a “Notice to Proceed” until the City Attorney or
City’s Risk Manager has reviewed and approved all insurance documents. City's decision as to the acceptability of all
insurance documents is final. Sample insurance documents in the City’s approved format are set forth in this 4.
B. Required Submittals for Commercial General Liability and Business Automobile Insurance and
Contractor’s Pollution Liability Insurance. The following submittals must be on forms satisfactory to the City Attorney or
City’s Risk Manager, and signed by the insurance carrier or its authorized representative – which fully meet the
requirements of, and contain provisions entirely consistent with, all of the insurance requirements set forth herein.
1. “Certificate of Insurance”
2. “Additional Insured Endorsement”
3. Subrogation Endorsement: “Waiver of Transfer to Rights of Recover Against Others”
Both Certificates of Insurance and Additional Insured Endorsements must read as follows: “The City of Vernon,
and its officers, agents, employees and representatives are included as additional insureds under the policy(s). This
insurance is primary to all other insurance of the City. The City’s insurance and self-insurance will apply in excess of,
and will not contribute with this insurance. This insurance applies separately to each insured or additional insured who
is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30)
days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage.”
C. Required Submittals for Workers’ Compensation Insurance. Contractor shall provide City with a
certificate of insurance and a subrogation endorsement on forms satisfactory to the City Attorney or City’s Risk
Manager, and signed by the insurance carrier or its authorized representative – which fully meet the requirements of,
and contain provisions entirely consistent with, this Contract’s workers compensation insurance requirements. If
Contractor is self-insured for workers’ compensation, a copy of the “Certificate of Consent to Self-insure” from the
State of California is required; or if Contractor is lawfully exempt from workers’ compensation laws, an “Affirmation of
Exemption from Labor Code §3700” form is required.
D. Required Evidence of Builder’s Risk Coverage. City will provide a certificate of insurance and a
declarations page on a form satisfactory to the City Attorney or City’s Risk Manager, and signed by the insurance carrier
or its authorized representative. The policy terms must fully meet the requirements of, and contain provisions entirely
consistent with, all of the insurance requirements set forth herein. The City shall be named as a loss payee on the
insurance policy for the full replacement value of all buildings, structures, fixtures and materials to be constructed,
maintained, repaired or supplied pursuant to this Contract.
E. Contractor agrees to monitor and review all such coverage and assumes all responsibility for
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ensuring that all required coverage is provided. Contractor agrees to obtain certificates evidencing such coverage.
F. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor that
includes City or any other indemnitee as a defendant. City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
G. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third
party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or
subcontractor.
H. Any “self-insured retention” must be declared and approved by City. City reserves the right to require
the self-insured retention to be eliminated or replaced by a deductible. Self-funding, policy fronting or other mechanisms
to avoid risk transfer are not acceptable. If Contractor has such a program, Contractor must fully disclose such program
to City.
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EXHIBIT 5
Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit
CITY OF VERNON
Public Works Department
Construction Stormwater Program
Permit Number: Date:
Applicant: Phone:
Project Address:
Property Owner:
Contractor:
Contractor’s Address:
The National Pollutant Discharge Elimination System (NPDES) is a portion of the Clean Water Act that
applies to the protection of receiving waters. Under permits from the Los Angeles Regional Water Quality
Control Board (RWQCB), certain activities are subject to RWQCB enforcement. To meet the standards of
the Waste Discharge Requirements for Municipal Separate Storm Sewer System (MS4) Discharges within
the Coastal Watershed of Los Angeles County, Except those Discharges Originating from the City of Long
Beach MS4 (CAS004001), the City of Vernon has adopted minimum standards for stormwater runoff from
development construction activities.
These minimum standards require the implementation of an effective combination of erosion and sediment
control Best Management Practices (BMPs) to prevent erosion and sediment loss, and the discharge of
construction waste at each site. At a minimum, the construction activity associated with the construction
project identified above shall be conducted in such a manner that:
Prevents illicit construction-related discharges of pollutants into the MS4 and receiving waters.
Implements and maintains structural and non-structural BMPs to reduce pollutants in stormwater
runoff from construction sites.
Reduces construction site discharges of pollutants to the MS4 to the maximum extent practicable.
Prevents construction site discharges to the MS4 from causing or contributing to a violation of
water quality standards.
Note: The Stormwater BMP Construction Handbook sheets developed by the California Stormwater
Quality Association shall be used as guidance in determining and implementing required BMPs. The BMP
sheets may be reviewed at the Public Works Department counter during regular business hours. A
General Construction Permit shall be obtained and maintained for all construction sites one (1) acre or
greater. Additional conditions may be required for these sites.
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I have read and understand the requirements listed above and certify that I will comply with the minimum
requirements above.
Signature:
Print Name:
Title:
Property Owner:
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EXHIBIT A6
Statement of Intent to Comply with Minimum Requirements of the California
Covid-19 Industry Guidance: Construction
CITY OF VERNON
Public Works Department
Project Address:
Property Owner:
Contractor:
Contractor’s Address:
The latest COVID-19 industry guidelines can be accessed at the following web address:
https://www.dir.ca.gov/dosh/coronavirus/Guidance-by-Industry.html
This document provides guidance for the construction industry to support a safe, clean environment for workers. The
guidance is not intended to revoke or repeal any worker rights, either statutory, regulatory or collectively bargained,
and is not exhaustive, as it does not include county health orders, nor is it a substitute for any existing safety and
health-related regulatory requirements such as those of Cal/OSHA.1 Stay current on changes to public health
guidance and state/local orders, as the COVID-19 situation continues. Cal/OSHA has more safety and health
guidance on their Cal/OSHA COVID-19 Infection Prevention for Construction 2 Employers and Workers webpage.
CDC has additional guidance for businesses and employers.
I have read and understand the requirements listed above and certify that I will comply with the minimum
requirements above.
Signature: Date: ___________________
Print Name:
Title:
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EXHIBIT B
SPECIAL PROVISIONS
SPECIFIC FOR THIS PROJECT
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EXHIBIT B
SPECIAL PROVISIONS
SPECIFIC FOR THIS PROJECT
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SPECIFIC FOR THIS PROJECT
PACIFIC BLVD., SANTA FE & VERNON AVE. STREET IMPROVEMENTS
GENERAL
B-1.01 Scope of Work – This project consists of a 2” deep removal and replacement of the
existing asphalt pavement. New asphalt shall consist of 3/8” thick asphalt rubber aggregate
membrane (ARAM) and 1-5/8” thick C2-PG-70-10 asphalt concrete installed in one lift. In
addition, the streets shall be repainted according to the latest Caltrans standards as noted on the
project plans.
B-1.02 Contract Plans – The details and the exact limits for the asphalt and concrete work in this
project are shown on the City of Vernon Contract No. CS-1204 sheet drawings, incorporated into
this Agreement by this reference:
Sheet No. Plan No. Description
1 - Title Sheet & Notes
2 P2777
Street Improvements – Santa Fe Ave.: Sta. 34+69.55 to Sta. 40+54.65;
Vernon Ave.: Sta. 23+96.60 to Sta. 27+21.55;
Pacific Blvd.: Sta. 0+00 to 9+47.00
3 P2777 Street Improvements – Pacific Blvd. Sta. 9+47.00 to 52nd Street
4 T2778
Channelization Improvements – Santa Fe Ave.: Sta. 34+69.55 to Sta.
40+54.65; Vernon Ave.: Sta. 23+96.60 to Sta. 27+21.55;
Pacific Blvd.: Sta. 0+00 to 9+47.00
5 T2778 Channelization Improvements – Pacific Blvd. Sta. 9+47.00 to 52 nd Street
B-1.03 Specifications – Installation and payment for all the work shall conform to the Standard
Specifications for Public Works Construction (2018 Edition), State of California Department of
Transportation “Caltrans” Standard Plans and Standard Specifications (2018 Edition), California
Manual on Uniform Traffic Control Devices (2014 Edition), and the City of Vernon Standard
Plans.
The Standard Specifications for Public Works Construction (2018 Edition) shall be referred to
hereafter as the “Standard Specifications”. The Caltrans Standard Plans (2018 Edition shall be
referred to hereafter as the “Standard Plans”. The California Manual on Traffic Control Devices
(2014 Edition) shall be referred hereafter as the “CA MUTCD”.
B-1.04 Length of Contract – All work in this project shall be completed within forty-five (45)
calendar days as specified in the Bidder's Proposal.
B-1.05 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
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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 City Engineer. The length of contract
time stipulated includes any time which may be required to obtain materials, equipment and labor,
and the Contractor in submitting a bid shall be deemed to have ascertained the availability of
materials, equipment and labor and considered same in his proposed construction schedule.
B-1.06 Quality of Work – The provisions of Section 4-1.1 entitled "Materials and Workmanship"
of the Standard Specifications (2018) shall apply. In addition, any work deemed unacceptable by
the City Engineer, whether a cause is determined or not shall be repaired or replaced by the
Contractor at his expense.
B-l.07 Liquidated Damages – In accordance with Section 6-9 of the Standard Specifications
(2018), for each consecutive calendar day required to complete the work in excess of the time
specified herein for its completion, as adjusted in accordance with Section 6-6 of the Standard
Specifications (2018), the Contractor shall pay to the City, or have withheld from monies due it,
the sum of $1,500 per calendar day.
B-1.08 Unit Prices - All costs not covered by specific unit prices but required for a complete job
in place, shall be included in the items most related to the work.
B-2.01 Scheduling of Work – The Contractor shall submit his work schedule to the City Engineer
at the pre-construction meeting. The construction schedule shall show the sequence of work,
critical path and estimated time for completion of each segment of work. This schedule must be
reviewed and accepted by the City Engineer before the Contractor will be permitted to begin work.
In addition, the Contractor shall submit a detailed schedule forecasting two weeks of work
describing each day’s work. This schedule shall be updated and submitted to the City every
other Monday during the construction period. The Contractor shall give 48 hours’ notice to the
City Engineer prior to the start of the work.
B-2.02 Construction Hours- Work shall occur between the hours of 7:00 am to 4:00 pm unless
otherwise restricted by the type of work shown below:
o Asphalt work shall occur on Saturday and Sunday between the hours of7:00
am to 5:00 pm.
o All re-striping work shall occur at night between the hours of 9:00 pm to 4:00
am Layout “Cat Track” shall be approved by the City before the final striping
improvements are installed.
o Traffic signal loop installation shall occur Monday-Friday between the hours
of 7:00 am to 4:00 pm.
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B-3.01 Traffic Requirements - General – Before any partial or total closure of any street, the
Contractor shall be required to obtain the approval of the City Engineer.
The Contractor shall comply with Section 7-10 of the Standard Specifications (2018) and provide
safe and continuous passage for pedestrian and vehicular traffic at all times. The contractor shall
provide and maintain all necessary flagmen, barricades, delineators, signs, flashers and any other
safety equipment as set forth in the latest publication of the State of California, Division of
Highways, Traffic Manual or as required by the City Engineer to insure safe passage of traffic.
In addition to the requirements of the "CA MUTCD" handbook, the City Engineer may require
flatter traffic tapers, additional traffic control devices, barricading, and other signing in order to
ensure driver awareness and safety in the construction area. Further, the Contractor shall provide
Type II or Type III barricades and delineators at locations as determined by the City Engineer.
The Contractor shall maintain continuous access to all businesses within the project limits. Any
closed access or drive approach shall be immediately restored when the construction operation that
necessitated such closure is completed. The following is a partial list of factors required to comply
with this access requirement:
a. Where a business or residence has more than one two-way drive, continuous access to at
least one two-way drive shall be maintained at all times.
b. A business or residence that has a drive approach that is at least 40 feet wide shall be poured
in halves in order to maintain continuous access unless otherwise approved by the City
Engineer.
c. In addition to the above, the Contractor shall be required to construct temporary ramps at
excavated areas and utilize other construction methods such as temporarily backfilling
areas and surfacing with temporary A.C. paving, in order to comply with the requirements
of continuous access unless otherwise directed by the City Engineer.
B-3.02 Traffic Requirements – Specific for this Project – In addition to the general specific
requirements of Section B -3.01 of these Specifications, the following provisions shall apply unless
otherwise directed by the City Engineer.
a. Construction hours shall be per Section B-2.02. During other work hours, the
Contractor shall maintain all existing traffic lanes during the hours of 7a.m. - 8a.m.
and 4p.m - 6p.m. each day. During the hours of 9a.m. – 4p.m., the Contractor may
close the area adjacent to the proposed construction only if the street has more than
one through lane of traffic in each direction and one through lane in each direction
can be maintained unless otherwise specified in the contract provisions.
b. The Contractor shall submit traffic channelization and detour plans to the City
Engineer for approval at least (10) ten working days prior to commencement of work.
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c. The posting of "NO PARKING" signs within the construction limits is permitted with
the approval of the City Engineer. "NO PARKING" signs shall contain a "TOW
AWAY" warning.
These signs shall be furnished and maintained by the Contractor and shall be of the
type approved by the City Engineer. Each sign posted shall have the date and time
indicating the duration of the "NO PARKING" prohibition printed clearly in a
manner acceptable to the City Engineer, and not handwritten. New signs shall be
posted when changes occur in the parking prohibitions indicated on the previously
posted signs.
Signs must be posted at least 72 hours in advance of construction or they are invalid.
Signs shall not be attached to trees or taped to street light or traffic signal poles.
Contractor shall only post "NO PARKING SIGNS" on one side of the street at a time
unless otherwise approved by the City Engineer. The signs shall be effective for no
more than five working days and shall be removed within 24 hours after the work is
complete. If signs are not removed in a timely manner, the City Engineer may suspend
all work until signage requirement is corrected. All signs, lights and other warning
devices used shall be in accordance with State of California Business and
Transportation City Department of Public Works Manual of Warning Signs, Lights
and Devices for Use in Performance of Work upon Highways.
Due to the necessity of private property access, the contractor may be required to
maintain a fifteen (15) foot, in width, travel lane. Detour of traffic shall be maintained
within the construction zone for the duration of the construction. The Contractor
shall provide access to local businesses at all times unless otherwise approved by the
City Engineer. This may include providing steel plates at some driveway approaches.
The Contractor shall furnish and maintain Type II and Type III barricades with
flashers at the removal areas. Message boards shall be used for pre-construction
warnings, lane closure/detour areas and placed 10 calendar days in advance of the
closure/detour. Flashing arrow boards shall be used on Santa Fe Avenue. The traffic
control shall be in accordance with the California Manual of Temporary Traffic
Controls (CA MUTCD, latest edition) handbook.
d. Traffic Control Work shall include all labor, materials, tools, equipment,
transportation and incidentals necessary to maintain and control all vehicular and
pedestrian traffic through the construction site. The cost of furnishing and
maintaining traffic control during the construction including flagmen as necessary
must be included in the various bid items, and no extra compensation will be paid to
the Contractor.
B-4.01 Extra Work – In the event the City and the Contractor are unable to negotiate an agreed
price for extra work, which is acceptable to both parties, payment shall be made based on time and
materials as follows:
a. Work by the Contractor: The following percentages shall be added to the Contractor's cost
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and shall constitute the markup for all overhead and profits:
1. Labor 20%
2. Materials 15%
3. Equipment Rental 15%
4. Other Items and Expenditures 15%
b. Work by the Subcontractor - When all or any part of the extra work is performed by a
subcontractor, the above markups shall apply to the aggregate sum of the extra work, regardless
of the number of tiers of subcontractors used. In addition, a markup of 10-percent on the first
$5,000 of extra work and 5-percent on work in excess of $5,000 may be added by the Contractor.
B-4.02 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.
B-4.03 Notification of Affected Residents/Businesses – The Contractor shall be responsible for
distribution of the general information letter of the project to all affected residents and businesses.
A project general information letter and sufficient copies thereof will be prepared by City staff for
Contractor distribution to all residents, business establishments, and institutions fronting on or
directly affected by the project.
The Contractor shall be responsible for distribution of said letter in handout form to all the
appropriate residences and buildings in the subject area. Distribution shall be accomplished in a
manner acceptable to the City Engineer and shall be five (5) working days prior to the beginning
of construction operations in the immediate vicinity.
In addition to the above, the Contractor shall be fully responsible for such other notifications as
may be required related to necessary closures of streets, alleys, driveways, etc., or to unavoidable
access or parking restrictions. These notifications shall apply where the closures and access or
parking restrictions required in the performance of any work under this contract preclude any
resident, tenant, or property owner from utilizing the premises or conducting business thereon in
a reasonable and customary manner.
Additional notification to the affected businesses and residents shall be prepared by the City and
distributed by the Contractor for roadway and driveway closures five (5) working days in advance
of any construction work. No removal or excavation work is allowed until the additional
notification has been distributed to the affected residents and businesses. If a Contractor is unable
to adhere to his schedule as indicated on his written notification, then all the affected residents and
places of business shall be re-notified of the revised schedule, in writing, as indicated above.
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Contractor costs for all of the above notifications shall be considered as included in the appropriate
items of the Bid Proposal.
B-4.04 Notification of Utilities – The provisions of Section 5 entitled "Utilities" of the
Standard Specifications shall apply. The Contractor shall contact the Underground Service Alert
of Southern California (U.S.A.) at least two working days in advance of the construction work.
B-5.01 Noise Restrictions – The Contractor may not operate certain power equipment, within a
residential area or within a radius of 500 feet from a residential area, except during the following
times:
1. From 7:00 am to 4:00 pm, Monday through Friday
2. From 7:00 am to 5:00 pm on Saturday and Sunday
In addition, the noise level from the Contractor's operations shall not exceed 85 dBA when
measured within a one hundred (100) foot radius at any time.
B-6.01 Construction Order of Work – Work shall be scheduled so as to lessen the impact upon
businesses.
Requirements – General:
1. All construction shall conform to Sections 6-1 and 6-2 of the latest edition of the Standard
Specifications for Public Works Construction 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 City 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 start construction in another work area if doing so,
in the opinion of the City Engineer, delays the completion of the work presently under
construction.
3. The Contractor shall maintain continuous access to all residents and businesses within the
project limits, including drive approaches, unless the Contractor has obtained the approval of
the City Engineer to close either such access or drive approach.
4. No stockpiling of material and construction equipment on public streets or sidewalks will be
permitted on this project unless approved by the City Engineer. Material and equipment placed
on public streets, sidewalks and on the construction areas shall be used the same day.
B-7.01 Character of Workers – If any subcontractor or person employed by the Contractor shall
appear to the City’s Engineer to be incompetent, intemperate, troublesome, or acts in a disorderly
or otherwise objectionable manner, he/she shall be immediately discharged from the project on the
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request of the City’s Engineer, and such person shall not be reemployed on the work. If said
individual has an ownership interest in the contracting entity, the City 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.
B-8.01 Examination of the Site – The Contractor is required to examine the site and judge for
themselves the location, physical conditions, substructures, and surroundings of the proposed
work.
B-8.02 Mobilization – The cost of all preparatory work and operations for the multiple movements
of personnel, equipment, supplies, and incidentals to the project site must be included in the various
bid items, and no extra compensation will be paid to the Contractor.
B-8.03 Dust Control – Throughout all phases of construction, including suspension of work, and
until final acceptance of the project, the Contractor shall abate dust nuisance by cleaning, sweeping
and sprinkling water, or other means as necessary when requested by the City. Failure of the
Contractor to comply with the City Engineer's cleanup orders may result in an order to suspend
work until the condition is corrected. No additional compensation or extension of contract
completion time will be allowed as a result of such suspension. The cost of furnishing and
operating dust control during the construction project shall be included in the various bid items,
and no extra compensation will be paid to the Contractor.
B-8.04 Temporary Water Meter – If necessary, the Contractor shall obtain a temporary water meter
from the City of Vernon Water Department by placing a deposit of $1,000. Contractor shall pay
for all water used. Contractor shall not relocate the service. The Contractor shall call the City of
Vernon Water Department to relocate the service and will be charged $50.00 for each relocation.
B-8.05 Cleaning of Site During Construction – During construction, all existing improvements,
including pavement, sidewalk, curb and gutter, adjacent to the work area shall be swept free from
soils, gravel, dirt or debris on a daily basis. The Contractor is responsible for maintaining all
sidewalk, curb and gutter areas within the construction zone free from loose materials at all times.
B-8.06 Sanitary Facilities – The Contractor shall furnish and maintain sufficient sanitary facilities
by the worksites for the entire duration of construction activities. The cost of furnishing and
maintaining sufficient sanitary facilities shall be included in the various bid items, and no extra
compensation will be paid to the Contractor.
B-8.07 Final Cleaning of Site and Restoration – The Contractor shall be responsible for cleaning
and restoration of all damaged existing improvements such as sidewalk, driveway, curb and gutter,
and private property at no cost to the City.
The Contractor shall remove all loose aggregates by sweeping all the sidewalks and gutters. The
cost of furnishing and operating such sweeping after the construction of the project must be
included in the various bid items, and no extra compensation will be paid to the Contractor.
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B-9.01 Best Management Practices (BMP’s) – The Contractor shall submit a copy of their Best
Management Practices (BMPs) to the City Engineer for review ten (10) days prior to the beginning
of any work.
The Contractor is hereby notified that specific construction practices in the Standard Specifications,
Section 7-8.6.2, “Best Management Practices (BMPs)” are considered to be Best Management
Practices. The Contractor shall implement and maintain such BMP’s as are relevant to the work, and
as are specifically required by the Plans or Special Provisions. The Contractor shall not commence
activity until the BMP submittal has been reviewed and approved.
B-10.01 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 of the City
Engineer, a condition exists in which the Contractor has not taken sufficient precaution of public
safety, protection of utilities, and/or protection of adjacent structures or property, the City 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 City Engineer, or in the event of an
emergency situation, the City Engineer may provide suitable protection by causing such work to
be done and material to be furnished as, in the opinion of the City 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.
B-11.01 Material Submittals – The Contractor shall provide all required submittals including, but
not limited to the following:
Shop drawings, materials and mix designs to the City upon reward of the contract for
review and approval before the construction, and truncated domes.
The “Notice to Proceed” will not be issued to the Contractor until all the submittals have been
reviewed and approved by the City.
B-12.01 Unclassified Excavation – This section shall conform to Subsection 300-2 of the Standard
Specifications and these Special Provisions.
The cost for unclassified excavation shall be included in the unclassified excavation bid item unit
price and no additional compensation to the Contractor shall be made therefor. Cost for unclassified
fill if any, re-grading and re-compaction shall be included in the unit price paid for the unclassified
excavation for the said areas and no additional payment will be allowed therefor.
B-12.02 Saw-cutting – A concrete saw shall, where practicable, be used to neatly saw the edge of
all existing concrete sidewalk, curb, gutter, and/or drive apron to be removed. All work shall
conform to applicable provisions of the Standard Specifications. Payment for saw-cutting concrete
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and asphalt pavement, concrete spandrel, drive aprons, curb, gutter or sidewalk shall be included
in the unit bid prices of the various related items as specified in the Bidder's Proposal and no
additional compensation for this work shall be made therefor.
The residue resulting from the saw-cutting operations shall not be permitted to flow beyond the
specific work location and shall be vacuumed concurrently with the operation. See Section I-2.04.1
of these Specifications for NPDES requirements.
B-13.01 Cold Planning – This section shall conform to Subsection 302-1 Cold Milling of Existing
Pavement of the Standard Specifications. Cold planed (cold milled) asphalt will be disposed of in
accordance Subsection 302-1.8 of the Standard Specification. The cost to dispose of the cold planed
asphalt concrete shall be included in the uniform cold plane bid item and no additional
compensation for the work shall be made therefor.
B-14.01 Benchmark Replacement – If benchmarks and/or centerline ties are displaced or damaged
during construction, the Contractor shall replace them per City of Vernon Standards at no cost to
the City. Contractor shall notify the City within 24 hours of displacing a benchmark and/or
centerline ties.
B-15.01 Maintaining Existing Traffic Signal System – In accordance with Section 701-4 and 701-
5.4 of the Standard Specifications, the existing traffic signals shall be in operation at all times.
B-16.01 Parkway Restoration – Parkway and lawn areas disturbed by construction and/or root
removal operations shall be backfilled with material approved by the City Engineer, mechanically
compacted to 90% of optimum density, and graded to join the adjacent improvements and parkway
lawn areas. The parkway and lawn area shall be restored by sodding in accordance with Section
801-4.8 of the Standard Specifications, and the irrigation system to match the adjacent parkway
area. The payment for this work shall be included in the most appropriately related bid item.
B-17.01 Root Shaving/Pruning – Where the sidewalk has been raised by an existing tree,
interfering roots shall be shaved per the Engineer’s direction. The shaving of the roots will be paid
under the appropriate bid item. The cost of shaving the tree roots and backfilling with clean soil
shall be included in the Prune/Root Shave bid unit price and no additional compensation shall be
made to the Contractor therefor.
B-18.01 Contractor Responsibility – The Contractor shall be responsible for the final product
and shall make any quality control, adjustments and corrections necessary to obtain the final
product accepted by the City Engineer. The Contractor shall perform process and quality control
sampling and testing and exercise management control the work of his/her subcontractors,
technicians and workers to ensure that the milling, transporting, spreading, compaction, and
finishing processes conform to these Specifications. The proficiency of testing laboratories and
sampling and testing personnel shall be reviewed and approved by the City Engineer prior to
providing services to the project. The City Engineer shall have unrestricted access to the
laboratory, sampling, testing sites, and all information resulting from mix design and quality
control activities. All Quality Control testing results shall be submitted to the City Engineer on a
daily basis.
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B-19.01 Weather Limitations – Placement operations shall not be performed during wet conditions
or if rain or cold conditions (less than 45°F) are imminent or predicted to exist at any time. “Imminent
or predicted” is defined as being forecasted within a 48-hour period on the National Weather Service
Web Site http://www.wrh.noaa.gov for the most representative and nearest location listed where
placement is to begin and end.
B-20.01 REAS Mix Design, Quality Control and Acceptance Testing
General – Rubberized Emulsion -Aggregate Slurry (REAS) shall consist of Rubberized Polymer
Modified Emulsion (PRME), aggregate, water, and Portland cement. The REAS shall meet all
requirements stated in section 203-3 & 203-5 related to RPME and REAS and 302-4.7, 302-4.8,
302-4.9, 302-4.10, and 302-4.11 of Standard Specifications for Public Works Construction,
(SSPWC), 2012 edition, including field operation.
Materials - Materials for REAS shall conform to 203-5.5.2 of SSPWC, 2012 Edition and Brown
Book latest edition.
Mix Design and Calibration - Mix Design and Calibration shall be per 203-5.2 of SSPWC, 2012
Edition and Brown Book latest edition. Mix Design results shall include any proposed additives.
The completed slurry shall have a minimum skid resistance number of 35 (coefficient of friction
0.35) when tested per California Test Method No.342. The Standard Wet Track Abrasion Test
(WTAT) ASTM D3910 template shall be modified to a thickness of 3.18mm (0.125in.) for Type
I REAS, and 3/8 in. (9.5 mm) for Type III REAS. For Type II REAS as prescribed in ASTM
D3910, Y-i in. (6 mm) shall be used. Use of ASTM D3910 shall be modified to include the
aggregate retained on No. 4 (4.75mm) for Type II and Type III REAS. The Mix Design shall
include the weight per liter (gallon) of REAS. The REAS shall be mixed by a calibrated central
mixing plant, meeting the requirements of section 203-5.5.3 and 302-4.7.2 of SSWPC 2012
edition. The City will require samples of REAS to be taken from the central mixing plant for
verification of REAS conformance to the approved Mix Design. If the tests do not meet
specification requirements, the plant's formula shall be adjusted, and additional tests shall be
performed at the Contractor's expense until is acceptable mix is obtained. REAS shall be delivered
by vehicles equipped with a calibrated agitator capable of maintaining a homogeneous slurry mix.
The contractor shall maintain the Calibration records for each vehicle used, and to provide a copy
to the City of Vernon representative upon request.
Quality Control Program – The contractor shall have established quality control program to ensure
compliance with the required specifications of the contract. A copy of the quality control program
and the test results shall be available to the City of Vernon upon request.
B-20.02 New Asphalt Concrete Paving – Material – Asphalt concrete base paving material for this
project shall be Class C2 PG 70-10 per the specifications below. The asphalt concrete material
shall include the following:
(1) Fractured faces of crushed rock shall conform to Standard Specifications 200-1.2.
(2) Recycled Asphalt Concrete shall not be allowed in new asphalt concrete mix.
(3) Minimum air void shall be 4% per Standard Specifications 203-6.4.3.
The Contractor shall inform the City of the name and location of the asphalt plant that will furnish
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asphalt concrete to the job sites. The City will schedule plant inspection on paving days for quality
control. The City will reject asphalt concrete load shipments from any other plants.
The Contractor shall establish designated asphalt truck routes and staging areas and shall
communicate these routes and areas to truck drivers prior to the arrival at the job site. The City
shall approve this plan five (5) days prior to paving.
The Contractor shall place diesel fuel on top of all manholes, valves and monument covers
immediately before the final asphalt pavement overlay. Feather join edges shall be made along
straight lines by hand raking out all heavy aggregates prior to rolling to produce a smooth uniform
surface. Compacted edge along gutter shall be flush.
No traffic shall be allowed on paved surfaces for a minimum of two hours after paving unless
approved by the City. Contractor shall remove all tracked asphalt materials from concrete surfaces.
No asphalt trucks shall utilize existing driveways for turn around.
Paving operations at the end of each day or night shall leave no joints parallel to the direction
of traffic. Joints perpendicular to the direction of traffic shall be ramped with temporary asphalt
concrete. The ramping shall be removed prior to paving.
B-21.01 Tack Coat Application – A tack coat of SS-1h shall be applied at the rate of 0.10 gallons
per square yard to all uniform thickness cold planed areas. The surface shall be free of water,
foreign material, or dust when the tack coat is applied. A similar tack coat shall be applied
to the surface of any course, if the surface is such that a satisfactory bond cannot be obtained
between it and a succeeding course. The cost of furnishing and applying tack coat SS-1h must
be included in the paving operation, and no extra compensation will be paid to the Contractor.
The Contractor shall make all necessary efforts to minimize the tracking of the fresh oil on
the existing improvements such as sidewalks, driveways, curb and gutters, private property, etc.
Under no circumstance will the tack-coat truck spray the roadway more than 200 feet ahead
of the paving machine. No trucks shall utilize existing driveways for turn around. All
maneuvering shall take place on the streets. Contractor will be responsible for such cleaning and
restoration as needed.
B-22.01 Adjust Manhole Frame and Cover and Utility Valves – The Contractor, as part of the
paving operations, shall adjust to finish grade all the utility (gas, water etc.) manholes, valves
and survey monuments as necessary at no cost to the City. The City will furnish new extension
sleeves when necessary and the Contractor shall install as directed by the City.
The Contractor shall free all the valve covers 300 feet ahead of the paving machine .
Immediately after rolling, the valve covers must be raised or lowered to new grade to insure proper
access. Existing valves must be exposed and accessible at all times. The valve covers that are
unable to be freed and raised during paving operations shall be marked on the new pavement or
tied to the existing sidewalk and the Contractor shall raise or adjust the valve covers to the new
finished grade within a week with no cost to the City.
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B-22.02 Replacement of Manhole Frame and Cover – The contractor must provide a cut sheet of
the manhole frame and cover to the City for approval prior to the purchase of these materials. The
manhole frame and cover name must match with the utility. Additionally, the manhole frame and
cover must meet all the specifications of the SPPWC Standard Plan No. 630-4.
The cost for the materials and disposal of the manhole frame and cover must be included in the
manhole frame and cover bid item.
B-23.01 Traffic Detector Loops – The traffic detector loops shall be installed per the Los Angeles
County Bicycle/Vehicle Loop Detector Installation Standard Plan. Loops and “home runs” shall
be cut 4 inches deep with the stub out cut to match. Home run loops shall be spliced in series and
twisted at a rate of 3 turns per foot. Cut out, deburr, and place new 4 inches deep threaded ring for
stub out.
The cost of furnishing and installation of new traffic detector loops and “home runs”
complete in place and in working order must be included in the loop bid item.
B-25.01 Striping Improvements – Furnishing and installing traffic striping, pavement markers, and
pavement markings (legends) shall conform to Section 214 of the Standard Specifications and/or
the provision in Section 84 “Traffic Stripes and Pavement Markings”, and in Section 85,
“Pavement Markers” of the Caltrans Specifications. The Contractor shall layout (cat track) all
striping within one week after the placement of the final paved surface. Once approved by the City,
the striping of all the streets shall be installed with Thin-mil thermoplastic traffic stripes and
pavement markings. The Contractor shall furnish the necessary control points for all existing
striping and legend marking prior to removing them. Traffic striping shall be placed upon the
finished asphalt concrete or PCC pavement surface according to the plans. Crosswalk markings at
adjacent approaches to the improvements shall be restriped as noted on traffic striping plans. The
Contractor shall be responsible for the completeness and accuracy of the layout and re-striping to
the satisfaction of the City. A blue retro reflective raised pavement marker per Caltrans Traffic
Manual Section 6-03.4, Figure 6-44 shall be placed on new asphalt pavement at all fire hydrant
locations. The contractor shall place temporary striping tabs before the street is opened up to
traffic. The Contractor shall also install pavement markers according to the striping plans.
Prior to the installation of the traffic signal loops, the contractor shall layout the proposed
crosswalks. The cost of preparing layout and furnishing control points must be included in the
respective lump sum bid item, and no extra compensation will be paid to the Contractor.
B-25.02 Paint Materials – Furnishing and installing traffic striping, pavement markers, and
pavement markings (legends) shall conform to Section 214 of the STANDARD
SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION “GREENBOOK” (2018 Edition
and supplements) and/or the provision in Section 84 “Traffic Stripes and Pavement Markings”,
and in Section 85, “Pavement Markers” of the Cal Trans State Specifications.
Thin-mil thermoplastic traffic stripes and pavement markings, and thermoplastic crosswalks and
limit lines shall conform to the provisions in Sections 84-1, “General,” and 84-2, “Thermoplastic
Traffic Stripes and Pavement Markings,” of the CSS and these special provisions.
Specifications for glass beads shall be “8010-004 (Type II).” Glass beads shall be premixed within
Page 127 of 248
the thermoplastic material prior to application and also applied to the thermoplastic striping
material immediately following the application of the striping.
Thin-mil thermoplastic material shall conform to the requirements of Caltrans Specification No.
PTH-02SPRAY, for Thermoplastic Traffic Striping Material, Sprayable, White and Yellow. The
binder material shall be Alkyd. Copies of the Caltrans Specification No. PTH- 02SPRAY are
available at the Caltrans Transportation Laboratory, Sacramento, California. Thermoplastic
material shall conform to the requirements of Caltrans Specification No. PTH-02ALKYD.
Thin-mil thermoplastic material for traffic stripes shall be applied by spray method in single
uniform layer at the minimum thickness of 30 mils and not to exceed 45 mils.
Thin-mil thermoplastic material shall be applied to the pavement at a temperature between 350º F.
and 400º F., unless the manufacturer recommends a different temperature.
The Contractor shall adjust the thermoplastic application rate as necessary to achieve the
thermoplastic application rate stated above prior to striping. Thermoplastic application rate tests
(up to and including 5 thermoplastic application rate tests per day, including the thermoplastic
application rate test at the start of each workday) may be conducted at random times and locations
throughout each workday at the discretion of the Engineer.
Beads Materials:
1. Beads shall be colorless and free from milkiness.
2. No. 2 beads shall be used.
3. Beads shall be kept in a dry storage to prevent moisture absorption.
4. Beads shall be applied uniformly at the rate of five (5) pounds to seven (7) pounds of
beads per gallon of paint.
5. Beads shall be uniformly heated to not less than eighty (80) degrees Fahrenheit when
applied.
The cost of all paints, beads, other material and equipment required to complete the job must be
included in the respective lump sum bid item, and no extra compensation will be paid to the
contractor.
B-25.03 Testing – The paint application rate shall be determined by passing the striper over a metal
plate while the paint application system is operating. The flow of glass beads shall be stopped
while passing over the metal plate. The Engineer or representative shall measure thickness of the
applied thermoplastic immediately after application of thermoplastic on the metal plate. Striping
shall not continue if the proper thickness of thermoplastic is not being applied. Adjustments and
corrective measures shall be applied to insure that the correct thickness of thermoplastic will be
applied. Testing of the thermoplastic application rate, as described above, will be required
following any adjustment to the thermoplastic application rate, thermoplastic applicator nozzles,
or any other thermoplastic application equipment prior to commencement or re-commencement of
striping. The initial testing and re-testing of thermoplastic application rates at any location shall be
considered as a single thermoplastic application rate test.
Page 128 of 248
B-25.04 Temporary Striping - The Contractor shall install temporary traffic striping tabs on the
same day(s) of the cold planning and overlay before the lanes are opened to traffic. The cost of all
the temporary striping and incidentals to the various project sites must be included in the various
bid items, and no extra compensation will be paid to the contractor. All temporary striping shall
be removed prior to the final striping.
N. T. SVICINITY MAPCONTRACT SHEET SCHEDULEGENERAL CONSTRUCTION NOTES:GENERAL CHANNELIZATION NOTES:CHANNELIZATION NOTESCITY OF VERNONPUBLIC WORKS DEPARTMENTPACIFIC BLVD. SANTA FE & VERNON AVE.STREET IMPROVEMENTSCONTRACT NO. CS-1204STREET CONSTRUCTION NOTESLEGENDSTANDARD LEGENDVERNON STANDARDSSTANDARD SYMBOLSCALTRANS STANDARDSA.P.W.A. STANDARDS PACIFIC BLVD., SANTA FE & VERNON AVE. PACIFIC BLVD., SANTA FE &VERNON AVE.STREET IMPROVEMENTS
PACIFIC BLVD. CROSS SECTION B-BNOT TO SCALEPACIFIC BLVD.SANTA FE AVE.FURLONGPLACEVERNON AVE.MATCH
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PACIFIC BLVD.46TH STREETCHAMBERS ST.LEONIS BLVD.PACIFIC BLVD.PACIFIC BLVD.MATCHLINE - STA. 28+00
SEE BELOWSTREET CONSTRUCTION NOTESLEGENDPACIFIC BLVD. CROSS SECTION C-CNOT TO SCALEMATCHLINE - STA. 9+47SEE SHEET 1 45TH STREETMATCHLINE - STA. 20+00SEE ABOVE
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CITY OF HUNTINGTON PARKCITY OF VERNONSEE ABOVEMATCHLINE - STA. 28+00
PACIFIC BLVD.SANTA FE AVE.FURLONGPLACEVERNON AVE.VERNON AVE.
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SEE ABOVEMATCHLINE - STA. 28+00
Page 134 of 248
EXHIBIT C
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.
Page 135 of 248
EXHIBIT D
CITY STANDARD PLANS
SPECIFIC FOR THIS PROJECT
V2264
TYPICAL TRENCH
PAVING SECTION
REVISIONS
V2264
TYPICAL TRENCH PAVING SECTION
FOR SEWER LATERAL
REVISIONS
NOTICE INVITING BIDS
for
Pacific Blvd., Santa Fe & Vernon Ave.
Street Improvements
in the
City of Vernon, California
Bids are to be signed and submitted in TRIPLICATE. ONE ORIGINAL AND TWO COPIES of
sealed bids must be received prior to 2:00 p.m., on January 6, 2022, by the City Clerk, City of
Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058, (“Bid Deadline”).
All bids shall be enclosed in sealed envelopes, distinctly marked “Bid” with the title of the
bid and the bidder’s name address appearing on the outside.
Bids should be mailed or delivered in person before 2:00 p.m. on the Bid Deadline. LATE
SUBMITTALS WILL NOT BE ACCEPTED. Bids must be received in the City Clerk’s
Office before that time. Bids will be opened in the City Clerk’s Office at 2:00 p.m., January 6,
2022. At the bid opening, the City Clerk shall open bid packages and acknowledge the receipt of
Bids. Once all bid packages are opened and announced, the Bid Forms will be made available
for public review.
The bids shall be clearly titled. Copies of the Bid Documents, Plans and Specifications are
available at no charge at cityofvernon.org/planetbids
Pre-Bid Meeting:
A pre-bid meeting to answer any questions regarding the project plans and specifications is
scheduled for December 29, 2021 at 10:30 am in the Public Works Department, 4305 Santa Fe
Avenue, Vernon, California. This meeting is to answer any questions regarding the project plans
and specifications.
Attendees must adhere to the State and local guidelines regarding COVID-19, including
applicable industry guidelines for construction sites. Attendance is not mandatory.
City of Vernon Contact Person: Public Works Department
Attention: Margarita Beltran, Associate Engineer
Phone: (323) 583-8811 ext. 377
Email: mbeltran@ci.vernon.ca.us
Mandatory Qualifications for Bidder and Designated Subcontractors:
A Bid may be rejected as non-responsive if the Bidder fails to meet the essential requirements for
qualification.
General Scope of Work :
Contractor shall furnish labor, materials, equipment, services, and specialized skills to perform
work involved in the Project. The Work in the Bid is defined in the Project Drawings and
Specifications and will generally include the following:
Contractor shall furnish labor, materials, equipment, services, and specialized skills to perform
work involved in the Project. The Work in the Bid is defined in the Project Drawings and
Specifications and will generally include:
The project consists of a 2” deep removal of existing asphalt, placement of 3/8” thick asphalt
rubber aggregate membrane (ARAM), placement of 1-5/8” thick C2-PG-70-10 asphalt concrete
installed in one lift. In addition, the project includes the adjustment of manholes and valves to
new grade. To finalize, new street striping and traffic markings shall be installed on the same
area where new asphalt was applied.
The work shall be done in accordance with City Contract CS-1204. In the event of any conflicts,
refer to the Procedure of Contract Documents” contained in General Conditions, Section 1.10.
Mandatory Qualifications for Bidder and Designated Subcontractors:
A Bid may be rejected as non-responsive if the Bid fails to document that Bidder meets the
essential requirements for qualification. As part of the Bidder’s Statement of Qualifications,
each Bid must establish that:
Bidder satisfactorily completed at least three (3) prevailing wage public contracts in California;
each comparable in scope and scale to this Project, within three (3) years prior to the Bid
Deadline and with a dollar value in excess of the Bid submitted for this Project. In addition, if the
Bidder intends to self-perform the striping and traffic markings work, Bidder shall satisfy the
mandatory qualifications described in the Specialty Contractor Statement of Qualifications
applicable to such Work and submit the completed forms with the Bid.
Subcontractors listed for the street striping and traffic markings work must satisfy the mandatory
qualifications described in the Specialty Contractors’ Statements of Qualifications applicable to
the Work to be performed by each Subcontractor and Bidder must submit the completed forms
with the Bid.
Other Bidding Information:
1. Contract Time: This Work must be completed within 45 calendar days from the date of
commencement as established by the City’s written Notice to Proceed.
2. Amount of Liquidated Damages: $1,500 per calendar day.
3. Bidding Documents. Bids must be made on the Proposal Form contained herein.
4. Engineer’s Estimate. An Engineer’s Estimate of the cost of construction of this Work has
been prepared. Said estimate is in the range of $985,000 to $989,000.
5. Acceptance or Rejection of Bids. The City reserves the right to reject any and all bids, to
award all or any individual part/item of the bid, and to waive any informalities, irregularities or
technical defects in such bids and determine the lowest responsible bidder, whichever may be in
the best interests of the City. No late bids will be accepted, nor will any oral, facsimile or
electronic bids be accepted by the City.
6. Contractor’s License. At the time of the Bid Deadline and at all times during
performance of the Work, including full completion of all corrective work during the Correction
Period, Contractor must possess a California contractor’s license or licenses, current and active,
of the classification required for the Work, in accordance with the provisions of Chapter 9,
Division 3, Section 7000 et seq. of the Business and Professions Code. In compliance with
Public Contract Code Section 3300, the City has determined that the Bidder must possess the
following license(s): Class A, General Engineering Contractor License from the California State
License Board. In addition, if Bidder intends to self-perform street striping and traffic markings
work, bidder must possess the following licenses: C-32 Parking and Highway Improvement as
applicable to such self-performed Work. The Bidder will not receive a Contract award if at the
time of submitting the bid, the Bidder is unlicensed, does not have all of the required licenses, or
one or more of the licenses are not current and active. If the City discovers at the time of the Bid
Deadline that Contractor is unlicensed, does not have all of the required licenses, or one or more
of the licenses are not current and active, the City may reject the Bid, cancel the award, declare
the Bid Bond as forfeited, keep the Bid Bond’s proceeds, and exercise any one or more of the
remedies in the Contract Documents in addition to those provided by law.
7. Subcontractors’ Licenses and Listing. Bidders must list each Subcontractor whom the
Bidder must disclose under Public Contract Code Section 4104 (Subcontractor Listing Law), and
the Bidder must provide all of the Subcontractor information that Section 4104 requires (name,
address, license number, and portion of the Work). An inadvertent error in the license number
will not be considered nonresponsive if it is corrected within 24 hours after the bid opening. In
addition, the City requires the Bidder to list the dollar value of each Subcontractor’s labor or
services. The City reserves the right to review and disqualify any proposed Subcontractor. The
City’s disqualification of a Subcontractor does not disqualify a Bidder. In such case, prior to and
as a condition to award of the Contract, the successful Bidder shall substitute a properly licensed
and qualified Subcontractor— without an adjustment of the Bid Amount. At the time of the Bid
Deadline and at all times during performance of the Work, each listed Subcontractor’s license
must be current and active for the portion of the Work listed and shall hold all specialty
certifications required for such Work.
8. Permits, Inspections, Plan Checks, Governmental Approvals, Utility Fees and Similar
Authorizations. The City shall apply and pay for all the required Governmental Approvals and
Utility Fees. It is the responsibility of the contractor to procure all permits acquired for this
project.
9. Bid Forms and Security: Each Bid must be made on the Bid Forms obtainable at the
Public Works Department. Each Bid shall be accompanied by a cashier’s check or certified
check drawn on a solvent bank, payable to “City of Vernon,” for an amount equal to ten percent
(10%) of the total maximum amount of the Bid. Alternatively, a satisfactory corporate surety
Bid Bond for an amount equal to ten percent (10%) of the total maximum amount of the Bid may
accompany the Bid. Said security shall serve as a guarantee that the successful Bidder will,
within fifteen (15) calendar days after the date of the award of the contract, enter into a valid
contract with the City for said Work in accordance with the Contract Documents.
10. Bid Irrevocability. Bids shall remain open and valid for ninety (90) calendar days after
the Bid Deadline.
11. Substitution of Securities. Pursuant to California Public Contract Code Section 22300,
substitution of securities for withheld funds is permitted in accordance therewith.
12. Prevailing Wages. This Project is a “public work” as defined in California Labor Code
Section 1720. Contractor awarded this Contract and all Subcontractors of any tier shall not pay
less than the minimum prevailing rate of per diem wages for each craft, classification, or type of
worker needed to perform the Work. The Director of Industrial Relations of the State of
California, pursuant to the California Labor Code, and the rates determined by the California
Director of Industrial Relations are available online at www.dir.ca.gov/DLSR/PWD/.
13. Payroll Records. Pursuant to SB 854, Contractor and any Subcontractors shall furnish
electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor
Standards Enforcement).
14. Registration with the Department of Industrial Relations (DIR). No contractor or
subcontractor may be listed on a bid proposal for a public works project unless currently
registered and qualified (including payment of any required fee) with the DIR pursuant to Labor
Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under
Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for
public work on a public works project unless currently registered and qualified (including
payment of any required fee) with the DIR pursuant to Labor Code section 1725.5. This project
is subject to compliance monitoring and enforcement by the DIR.
Carlos Fandino
City Administrator
Dated: ___________ (Approved as to form by the City Attorney’s Office)
Published: _______
City of Vernon
Instructions for Bidders
Project: Pacific Blvd., Santa Fe & Vernon Ave.
Street Improvements
for the Department of Public Works
City personnel with whom prospective bidders will deal with are:
Margarita Beltran, Associate Engineer, Public Works Department, 4305 Santa Fe Avenue,
Vernon, CA 90058 (323) 583-8811 Ext. 377.
Bid opening date and time: January 6, 2022 at 2:00 p.m. (“Bid Deadline”)
Bids will be received and opened at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon,
CA 90058
The bid must be received by the City Clerk prior to the time set for bid opening. A bid received
by the City Clerk after the time set for the bid opening is a non-responsive bid and shall not be
considered.
GENERAL BID REQUIREMENTS
To be considered, a bidder must strictly follow the format for bids in the specifications. Bids must
be binding and firm. Any bids may be withdrawn before bid opening, but bids shall remain open
and valid for ninety (90) calendar days after the Bid Deadline.
1.CONTRACTORS LICENSE
The Bidder must possess a valid State of California Contractors License and must list type
in the classification(s) specified in the Notice Inviting Bids at the time of the Bid Deadline
and at all times during the performance of the Work, except as otherwise provided in
California Business and Professions Code Section 7028.15.
2.INTERPRETATION OF BIDDING DOCUMENTS, SPECIFICATIONS AND
ADDENDA
A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of
any part of the Bidding Documents, or who finds discrepancies, errors or omissions
therein or who finds variances in any of the Bidding Documents with applicable
law, such Bidder shall at once submit a written request for an interpretation or
correction thereof to the City’s representative identified in the Notice Inviting Bids,
or other designated individual. All Bidders shall submit such written requests to
City not less than ten (10) calendar days prior to the Bid Deadline. The person or
entity submitting the request shall be responsible for its prompt delivery to City’s
Contact Person identified in the Notice Inviting Bids.
Any interpretation or correction will be made only by Addendum issued by the City
and a copy of such Addendum will be delivered to all Interested Bidders of record.
Any Addenda so issued must be acknowledged in the Bid and the cost of
performing Work described in the Addenda shall be included in the Bid. Bidder’s
failure to acknowledge receipt of all Addenda may result in rejection of the Bid as
nonresponsive. No person is authorized to render an oral interpretation or correction
of any Bidding Documents and no Bidder may rely on any such oral interpretation
or correction issued by the City. The City shall not be responsible for any other
explanation or interpretation of the Drawings or Specifications, or for any oral
instructions. City reserves the right to extend the Bid Deadline by issuing an
Addendum to Interested Bidders no later than 72 hours prior to the Bid Deadline.
Bidders shall use complete sets of Bidding Documents in preparing Bids; City shall
not assume responsibility for errors or misinterpretations resulting from the use of
incomplete sets of Bidding Documents.
B. Copies of Addenda will be made available for inspection wherever Bidding
Documents are on file for that purpose. Each Bidder shall ascertain prior to
submitting a Bid that the Bidder has received all Addenda issued and the Bidder
shall acknowledge their receipt in the Bid.
3.OBTAINING DRAWINGS AND DOCUMENTS
Bidder may secure Bidding Documents only from the location specified in the Notice
Inviting Bids. City will maintain a list of persons who obtained a copy of these
Specifications (“Interested Bidders”). Only Interested Bidders will receive Addenda, if so
issued.
4.BID FORMS – SUBMITTAL
A. The Bids shall be made on the forms provided herein with all blank spaces properly
filled in.
B. The phraseology shall not be changed, and no additions shall be made to the items
mentioned herein. Unauthorized conditions, exemptions, limitations, or provisions
attached to a Bid will render it informal and may cause its rejection. All forms
requiring specific information shall be completed with all applicable information
for a Bid to be considered responsive.
C. Include all Bid Forms, properly executed, and intact on forms provided. Enclose
the Bid Forms in a sealed envelope; type or print on the envelope "BIDS for"
followed by the title and Specification Number and the date and time of the Bid
Deadline, and the Bidder's name and address. The envelope may be mailed, hand
delivered, or delivered by courier or package delivery service.
D. One Original Bid and two copies shall be hand delivered, delivered by courier or
package delivery service to the City Clerk, City of Vernon, 4305 Santa Fe Avenue,
Vernon, CA 90058.
E. Bids received after the Bid Deadline or at any place other than the Office of the
City Clerk will not be considered.
5.BID FORMS – AUTHORIZED SIGNATURES
A. The full name, business address, zip code, and business telephone number, with
area code of the individual, partnership, joint venture, or corporation submitting the
Bid shall be typewritten or legibly printed on the Bid Forms. The Bidder shall sign
the form with his/her usual wet ink signature.
B. Sole Proprietorship: An individual shall sign.
C. Partnership (General or Limited): A partner shall sign for a partnership; the
partner shall give the names and addresses of all partners.
D. Corporation: An officer shall sign for a corporation. The corporate name must be
attested by the corporate seal. The names and titles of the president and all officers
of the corporation who are authorized to sign the Bid Forms must be listed in an
authenticated Incumbency Certificate signed by the corporate secretary. A
signature other than a corporate officer’s will be accepted only if an authenticated
Incumbency Certificate is attached.
E. Joint Venture: Bidders shall use the appropriate section(s) listed above in B-D,
based on their applicable situation.
6.BID FORMS – SCHEDULE OF BID PRICES
A. The Bidder shall include in his/her Bid price(s) any and all expense or costs that
may be necessary to complete the project in accordance with the requirements of
the Contract. The cost of all mobilization, preparatory work and operations for the
multiple movements of personnel, equipment, supplies, and incidentals to the
various project sites must be included in the various bid items, and no extra
compensation will be paid to Contractor.
B. The Bidder shall state for each item on the Schedule of Bid Prices form, in clearly
legible figures, the Base Bid, the alternates, and the unit price and item total or lump
sum, as the case may be, for which he/she proposes to supply labor, materials, and
equipment and to perform the Work. Bids must not contain any erasures,
interlineations, strike-throughs or other corrections unless the same are suitably
authenticated by affixing in the margin immediately opposite such erasure or
correction the initials of the person(s) signing the Bid. If any Bid, or portion
thereof, is determined by the City to be illegible, ambiguous or inconsistent, City
may reject such a Bid as being non-responsive.
C. In the case of a unit price item, the amount set forth, as the item total shall be the
product of the estimated quantity times the unit price Bid. In the event of a
discrepancy between the unit price Bid and the item total, the unit price shall
prevail; however, if the unit price is ambiguous, unintelligible, or uncertain for any
cause, or is omitted, or is the same amount as the entry for the item total, then the
item total shall prevail and shall be divided by the estimated quantity for the
item and the price thus obtained shall be the unit price. Where so indicated by the
makeup of the Bid Form, sums shall be expressed in both words and figures, and
in case of discrepancy between the two, the amount written in words shall govern.
D. All requested Alternates, if any, shall be Bid. See the Schedule of Bid Prices for
more information and the list of Bid Alternates, if any. If no change in the Base
Bid is required, enter “No Change.”
7.BID SECURITY
A. Each Bid shall be accompanied by cash or a cashier’s check or a certified check,
drawn on a responsible bank doing business in the United States payable to the
City, or a satisfactory Bid Bond in favor of the City executed by the Bidder as a
principal and a California admitted surety company (as defined by California Code
of Civil Procedure §§995.120 and 995.311) as surety (“Bid Security”).
B. All bonds must be issued by a California admitted surety insurer with the minimum
A.M Best Company Financial strength rating of “A:VII” or better. Bonds issued
by a California admitted surety not listed on Treasury Circular 570 will be deemed
accepted unless specifically rejected by the City. Bonds issued from admitted
surety insurers not listed in Treasury Circular 570 must be accompanied by all
documents enumerated in California Code of Civil Procedure Section 995.660. All
such bonds must be accompanied by a power of attorney from the surety company
authorizing the person executing the bond to sign on behalf of the company. If the
bonds are executed outside the State of California, all copies of the bonds must be
countersigned by a California representative of the surety. The signature of the
person executing the bond on behalf of Surety must be acknowledged by a Notary
Public as the signature of the person designated in the power of attorney.
C. Bid Security shall be in an amount not less than 10% of the Base Bid. Any Bid
submitted without Bid Security will be rejected as non-responsive. The Bid
Security shall be given as a guarantee that the successful Bidder will execute the
Contract and will provide the insurance, bonds and other required forms within
fourteen (14) calendar days after award of the Contract. Bidders will be entitled to
return of Bid Security except when a successful Bidder forfeits its Bid Security. A
forfeit may occur, for example, if the successful Bidder withdraws its Bid prior to
the expiration of ninety (90) calendar days after award of the Contract; attempts to
withdraw its Bid when the requirements of Public Contract Code § 5101 et seq. are
not met; or refuses or fails to execute the Contract and provide the required bonds,
insurance or certificates within fourteen (14) calendar days after award of the
Contract. In any one or more of these events, if City awards the Contract for the
Work to the next lowest responsible Bidder, the amount of the original lowest
Bidder’s security shall be applied to the Contract Price differential between the
lowest Bid and the second lowest Bid. Any surplus will be returned to the original
lowest Bidder. If the City rejects all other Bids presented and re-advertises, the
lowest Bidder’s Bid Security may be used to offset the City’s cost of re-advertising
and receiving new Bids. In that case, the surplus if any, will be returned to the
original lowest Bidder.
D. The Bid Security shall be held for ninety (90) calendar days after the award of the
Contract or until posting by the successful Bidder of the payment and performance
bonds, proof of insurance, return of executed copies of the Contract and necessary
certification(s), whichever first occurs, after which time the Bid Security will be
returned to all Bidders.
E. If a Bid Bond is to be submitted, Bidder shall use the form entitled "Bid Bond"
contained in the Bidding Documents, which Bid Bond shall be properly executed
and acknowledged by the Bidder and by a corporate surety authorized to transact
such business in the State of California.
F. Any alteration of said form of Bid Bond, or imperfection in the execution thereof,
as herein required, will render it informal and may, at the option of the City, result
in the rejection of the Bid under which the Bid Bond is submitted.
8.BIDDER'S AND SPECIALTY CONTRACTORS’ STATEMENTS OF
QUALIFICATIONS
A. Each Bidder shall be required to complete, execute and submit with its Bid, the
form entitled "Bidder's Statement of Qualifications." In addition, if the Bidder
intends to perform street striping and traffic markings work, Bidder shall satisfy the
mandatory qualifications described in the Specialty Contractors’ Statements of
Qualifications applicable to such Work and submit the completed forms with the
Bid. Subcontractors listed for the street striping and traffic markings work must
satisfy the mandatory qualifications described in the Specialty Contractor or
Subcontractor Statement of Qualifications applicable to the Work to be performed
by each Subcontractor and Bidder must submit the completed forms with the Bid.
Notwithstanding the provisions of Paragraph 22 herein, the Bidder’s Statement of
Qualifications and the Specialty Contractor or Subcontractor Statement of
Qualifications shall not be public records. All information required by a Bidder’s
or Specialty Contractor Statement of Qualifications shall be completely and fully
provided. If no information is to be filled in a blank space, then write "none." Any
Bid not accompanied by a Bidder’s Statement of Qualifications and Specialty
Contractor or Subcontractor Statement of Qualifications form completed with all
information required may render the Bid non-responsive. If the City determines
that any information provided by a Bidder in the Bidder’s or Specialty Contractors’
Statement of Qualifications is false or misleading, or is incomplete so as to be false
or misleading, the City may reject the Bid submitted by such Bidder as being non-
responsive.
B. A responsible Bidder is a Bidder who has demonstrated the attribute of
trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily
perform fully the requirements of the contract documents. In selecting the lowest
responsible Bidder, consideration will be given not only to the Bidder’s financial
standing but also to the general competency of the Bidder for the performance of
the work covered by the Bid including, but not limited to, the experience of the
Bidder in construction of public buildings for public agencies. By submitting a
Bid, each Bidder agrees that the City, in determining the successful Bidder and its
eligibility for the award, may consider the Bidder’s experience with similar types
of construction projects and facilities, conduct and performance under other
contracts, financial condition, reputation in the industry, and other factors which
could affect the Bidder’s performance of the work.
9.DESIGNATION OF SUBCONTRACTORS
A. Subcontractor Listing. On the Designation of Subcontractors form, the Bidder shall
list each Subcontractor whom the Bidder must disclose under the Subletting and
Subcontracting Fair Practice Act, Public Contract Code Section 4104. The Bidder
shall provide: each Subcontractor’s name, the trade and type of work that the
Subcontractor will perform, the location (address) of the Subcontractor’s place of
business, each Subcontractor’s license number, and the dollar value of each
Subcontractor’s labor or services. If additive Alternate Bid Items are included in
the Bidding Documents, the Bidder shall identify each Subcontractor performing
additive Alternate Bid Items, when such Work or the combination of base Contract
Work and Alternate Work exceeds one-half of one percent of the total Bid Amount.
B. Subcontractors’ Licenses. At the time of the Bid Deadline and at all times during
performance of the Work, each listed Subcontractor shall possess a current and
active California Contractor’s license appropriate for the portion of the Work listed
for such Subcontractor, and hold all specialty certifications required for such Work.
C. Disqualification of a Subcontractor. The City has the right to review the suitability
and qualifications of any Subcontractor proposed by the Bidder. As part of this
review, the City may request a Bidder to submit additional information about one
or more of the listed Subcontractors including, but not limited to a statement
detailing the Subcontractor’s experience with pertinent information as to similar
projects and other evidence of the Subcontractor’s qualifications. If requested, the
Bidder shall provide the information to the City within the time specified in the
City’s written request. After due investigation, if the City has a reasonable
objection to any proposed Subcontractor, the City may, before giving the notice of
award, require the apparent successful Bidder to submit an acceptable substitute.
The City’s disqualification of a Subcontractor does not disqualify a Bidder.
However, prior to and as a condition to award of the Contract, the successful Bidder
shall substitute a properly licensed and qualified Subcontractor without an
adjustment of the Bid Price.
D. Work of Subcontractors. The organization or arrangement of the Specifications
and Drawings do not limit the extent of the Work for the Contract Documents.
Accordingly, all Bidders are encouraged to disseminate all of the Specifications,
Drawings and other Contract Documents to all persons or entities submitting sub-
bids to the Bidder. The omission of any portion or item of Work from the Bid or
from sub-bids, which is reasonably inferable from the Contract Documents, will
not be a basis for adjustment of the Contract Price or the Contract Time.
E. Ineligible Subcontractors. The successful Bidder is prohibited from performing
Work on the Project with any Subcontractor who is ineligible to perform work on
a public works project pursuant to California Labor Code Sections 1777.1 or
1777.7. In submitting its Bid, the Bidder certifies that it has investigated the
eligibility of each and every listed Subcontractor and has determined that none is
ineligible to perform work pursuant to the above code provisions.
10.CONTRACTOR’S AFFIDAVIT OF NON-COLLUSION
An Affidavit of Non-Collusion in the form provided by the City shall be signed under
penalty of perjury, certifying that the Bid is not the result of and has not been influenced
by collusion. Bidder shall submit this form with its Bid. Any Bid made without such
affidavit, or believed to be made in violation of the requirements set forth in the affidavit
form, may be rejected.
11.INSURANCE REQUIREMENTS
The Bidder shall submit to its insurance company or insurance agent the Insurance
Requirements in this Specification and the Contract Documents. The insurance company’s
underwriter or agent must complete the Insurance Requirements documentation which
states that the insurer’s underwriter or agent will furnish the City with the required
insurance documents within fourteen (14) days after the Bidder’s having been notified of
the Contract’s award. The Bidder shall submit this form with its Bid. Any Bid made
without this statement, or made with an incomplete statement, may be rejected.
12.EXAMINATION OF DRAWINGS, SPECIFICATIONS, AND SITE OF WORK
A. The Bidder shall examine carefully the site of the Work contemplated and the
Drawings and Specifications. The submission of a Bid will be conclusive evidence
that the Bidder has investigated and is satisfied as to the conditions to be
encountered, as to the character, quality, and quantities of Work to be performed
and materials to be furnished, the difficulties to be encountered, and to the
requirements of the Drawings, Specifications, and other Contract Documents. The
Bidder shall ascertain the locations of the existing utility services, and other
underground facilities, and provide for carrying out its operations so as to cause the
minimum possible inconvenience to the occupants of properties along any streets
affected. All Work and costs involved in the safeguarding of the properties of
others shall be at the expense of the Bidder to whom the Contract may be awarded.
B. The Bidder hereby certifies that it has examined the local conditions, has read each
and every clause of the Contract Documents, and that it has included all costs
necessary to complete the specified Work in its Bid prices, and the Bidder agrees
that if it is awarded the Contract, it will make no claim against the City based upon
ignorance of local conditions or misunderstanding of any of the provisions of the
Contract. Should the conditions turn out otherwise than the Bidder anticipated, the
Bidder agrees to assume all risks incident thereto.
13.PRICES AND PAYMENTS
Approximate quantities listed in the Schedule of Bid Prices are estimates given for
comparing Bids, and no claim shall be made against the City for excess or deficiency
therein, actual or relative. Payment at the prices agreed upon will be in full for the
completed Work and will cover materials, supplies, labor, tools, equipment, and all other
expenditures incident to a satisfactory compliance with the Contract, subject to all
applicable provisions in the Contract and General Conditions.
14.PERMIT FEES
(Optional) If provided in the General Conditions, Contractor shall be reimbursed for the
actual direct cost of all Permit Fees, as defined in Paragraph 1.01 and addressed in 1.03 of
the General Conditions. Bidder shall exclude the cost of Permit Fees from Bidder’s Base
Bid sum; Base Bid sum shall include the cost of administration and coordination for all
Governmental Approvals and Utility Fees.
15.SUBSTITUTIONS
No requests for substitution of any material, device, product, equipment, fixture, form, or
type of construction shall be considered by City prior to award of the Contract. Bidders
shall submit all requests for substitution and substantiating data, within fifteen (15)
calendar days from the date of the Notice to Proceed. Bidder shall refer to the appropriate
provisions of the General Conditions for additional information regarding substitutions.
Authorization of a substitution is solely within the discretion of the City.
16.RETURN OF IMPROPER BIDS
Bids submitted after the Bid Deadline are non-responsive and shall be returned to the
Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted
Bids shall not be considered unless the Notice Inviting Bids expressly permits such means
of transmittal.
17.WITHDRAWAL OF BIDS
Bidder may withdraw its Bid either personally or by written request any time prior to the
scheduled Bid Deadline by notice to the City’s Contact Person designated in the Notice
Inviting Bids. If such notice is written, it shall be signed by the Bidder and shall be date-
stamped and time-stamped by the City upon receipt. Withdrawn Bids may be resubmitted
before the Bid Deadline provided that they are in full conformance with these Instructions
to Bidders. Once submitted, all Bids are irrevocable, except as otherwise provided by law.
Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance
with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid
that such Bid shall remain open, is irrevocable, and may not be modified, withdrawn, or
cancelled for a period of ninety (90) days after award of the Contract.
18.OPENING AND EVALUATION OF BIDS
A.Bid Opening and Tabulation. The Bids shall be opened and read in public after
the Bid Deadline has expired at the time and location listed in the Notice Inviting
Bids. A tabulation of all Bids received will be available for public inspection at the
Office of the Public Works Department, 4305 Santa Fe Avenue, Vernon, CA 90058
during regular business hours for a period of not less than thirty (30) calendar days
following the Bid Deadline. The City reserves the right to accept or reject any or
all Bids and be the sole judge regarding the suitability of the products, services or
supplies offered; and/or to waive any irregularities or informalities in any Bids or
in the bidding process. The City further reserves the right to purchase all or fewer
than all items or quantities of each item listed in the Bidding Documents. The
award of the Contract, if made by the City, shall be to the lowest responsive and
responsible Bidder. If Bid Alternate Items are called for, the lowest Bid shall be
determined according to Paragraph 20 below.
B. Evaluation of Bids.
1. Mandatory Qualifications. A Bid shall be rejected as non-responsive if the
Bidder fails to document in the Bid that Bidder meets the essential
requirements for qualification described in the Notice Inviting Bids. As part
of the Bidder’s Statement of Qualifications each Bidder must establish that
it, as the current entity: (1) has successfully completed at least three (3)
similar projects involving similar work within the last three (3) years with
a cost equal to or in excess of the Bidder’s Bid; and (2) has successfully
completed at least three (3) public works projects. The City’s
disqualification of a Subcontractor listed for the street striping and traffic
markings work does not disqualify a Bidder. However, prior to and as a
condition to award of the Contract, the successful Bidder shall substitute a
properly licensed and qualified Subcontractor without an adjustment of the
Bid Price.
2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material
respects, to the Bidding Requirements and Contract Documents.
3. Responsible Bidder. A responsible Bidder is a Bidder who has
demonstrated the attribute of trustworthiness, as well as quality, fitness,
capacity and experience to satisfactorily perform fully the requirements of
the Contract Documents.
4. Competency of Bidders. In selecting the lowest responsible Bidder,
consideration will be given not only to the financial standing but also to the
general competency of the Bidder for the performance of the Work covered
by the Bid including, but not limited to, the experience of the Bidder in
construction of public works for public agencies. By submitting a Bid, each
Bidder agrees that the City, in determining the successful Bidder and its
eligibility for the award, may consider the Bidder’s experience with similar
types of construction projects and facilities, conduct and performance under
other contracts, financial condition, reputation in the industry, safety record
and protocols and other factors which could affect the Bidder’s performance
of the Work.
19.AWARD OF CONTRACT
The City reserves the right to reject any or all Bids and to waive any or all information or
technical defects, as the interest of the City may require. Award of Contract or rejection
of Bids will be made by the City within ninety (90) calendar days following the Bid
Opening.
20.BASIS OF AWARD
A. A Contract will be awarded to the lowest responsive and responsible Bidder
meeting all requirements set forth in these Bidding Documents.
The City will award the Contract based on the lowest total of the bid prices on the
base bid and those additive or deductive items that when taken in order from a
specifically identified list of those items in the Bid Form and added to, or
subtracted from, the base contract, are less than, or equal to, a funding amount
publicly disclosed by the City before the first bid is opened.
B. City reserves the right in its sole discretion to select any, all, or none of the Bid
Alternates at the time of award of the Contract, regardless of whether such Bid
Alternates were used in the analysis to determine the lowest Bid.
21.EXECUTION OF CONTRACT
Within fourteen (14) calendar days after being notified by City that it has been awarded
the Contract, Contractor shall deliver to the City the following documents:
A.Two (2) copies of the Contract in the form included herein, properly executed by
Contractor and, if Contractor is a corporation, evidence of its corporate existence
and that the persons signing the Contract are authorized to do so. All signatures
must be notarized.
B. Properly executed copies of the (a) Performance Bond, (b) Labor and Material
(Payment) Bond and (c) Maintenance Bond in accordance with the requirements
set forth in Article 13 of the General Conditions and in the form shown on Exhibits
1, 2 and 3 attached thereto. All signatures must be notarized.
C. Properly executed policies of all of the following: (a) the Commercial General
Liability Insurance, (b) the Automotive Liability Insurance, and (c) Professional
Liability, if required, and (e) the corresponding endorsements for each policy in
accordance with the requirements set forth in Article 12 of the General Conditions.
In the event that the fourteenth calendar day falls on Saturday, Sunday, a legal holiday for
the State of California, or on days when City Hall is closed, the aforesaid documents shall
be delivered by the following working day.
After receipt of said documents within said time period or any extension thereof granted
by the City, the City shall execute the Contract and return one (1) of said two (2) copies to
Contractor for its files.
22.PUBLIC RECORDS
City seeks to conduct its business openly. Except as set forth in paragraph 8.A., upon
opening, all Bids shall become a matter of public record and shall be regarded as public,
with the exception of those elements of each Bid that are identified by the Bidder and
plainly marked as “trade secret,” “confidential,” or “proprietary,” including any Statement
of Qualifications and financial statements to be submitted by Bidders. Each element of a
Bid which a Bidder desires not to be considered a public record must be clearly marked as
set forth above, and any blanket statement (i.e. regarding entire pages, documents, or other,
non-specific designations) shall not be sufficient and shall not bind the City in any way
whatsoever. If City receives a request from a third party to make a Bid available for
inspection and copying, the City will notify the Bidder of the request. If a Bidder instructs
the City that the information is not to be released, City will withhold the information,
provided, the Bidder expeditiously seeks a protective order from a court of competent
jurisdiction to prevent such release. If disclosure is required under the California Public
Records Act or otherwise by law (despite the Bidder’s request for confidentiality), the City
shall not in any way be liable or responsible for the disclosure of any such records or part
thereof.
Bidder shall indemnify, defend (including Bidder’s providing and paying for legal counsel
for City), and hold harmless City, its officers, agents, employees, and representatives from
and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses
arising out of or alleging City’s refusal to publicly disclose one or more records that Bidder
identifies as protectable, or asserts is protectable.
23.PREVAILING WAGE RATES AND EMPLOYMENT OF APPRENTICES
A.Prevailing Wage Rates. The Bidder and all Subcontractors shall utilize the relevant
prevailing wage rate determinations in effect on the first advertisement date of the
Notice Calling for Bids in preparing the Bid Proposal and all component price
quotations, provided, however, that when Davis Bacon wage rates apply, such rates
are subject to increase by written notice, issued by Addendum not less than 10
calendar days before the Bid Deadline. Pursuant to California Labor Code Section
1770 et seq., the Director of the Department of Industrial Relations of the State of
California and the United States Secretary of Labor have determined the general
prevailing wage rates in the locality in which the Work is to be performed. Said
rate schedules are available on the Internet at www.dir.ca.gov/DLSR/PWD/. The
wage rate for any classification not listed, but which may be required to execute the
Work, shall be commensurate and in accord with specified rates for similar or
comparable classifications for those performing similar or comparable duties. To
comply with California Labor Code Section 1773.2, Contractor shall post, at
appropriate and conspicuous locations on the job site, a schedule showing all
applicable prevailing wage rates and shall also comply with the requirements of
California Labor Code Sections 1773 et seq.
B. Apprenticeship Committee Contract Award Information. Pursuant to California
Labor Code § 1777.5 and Title 8 of the California Code of Regulations § 230,
Contractor and Subcontractors of any tier who are not already approved to train by
an apprenticeship program sponsor shall, within ten (10) calendar days of signing
C. the Contract or subcontract, as applicable, but in any event prior to the first day in
which Contractor or Subcontractor has workers employed on the Project, submit
the Public Works Contract Award Information form (DAS Form 140) to the
appropriate local apprenticeship committees whose geographic area of operation
include the area of the Project and who can supply apprentices to the Project. City
reserves the right to require Contractors and Subcontractors to submit a copy of
said forms to the City.
D. Statement of Employer Fringe Benefit Payments. Within five (5) calendar days of
signing the Contract or subcontract, as applicable, the Statement of Employer
Payments (DLSE Form PW 26) shall be completed for each Contractor and
Subcontractor of any tier who pays benefits to a third party trust, plan or fund for
health and welfare benefits, vacation funds or makes pension contributions. The
form must contain, for each worker classification, the fund, plan or trust name,
address, administrator, the amount per hour contributed and the frequency of
contributions. Training fund contributions shall also be reported in this form. City
reserves the right to require Contractors and Subcontractors to submit a copy of
said forms to the City.
E. Notice to Subcontractors. Bidders shall notify all potential Subcontractors
submitting price quotations for portions of the Work of the requirements concerning
payment of prevailing wage rates, payroll records, hours of Work, and employment
of apprentices.
24.REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS
(DIR)
No contractor or subcontractor may be listed on a bid proposal for a public works project
unless currently registered and qualified (including payment of any required fee) with the
DIR pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement
for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor
may be awarded a contract for public work on a public works project unless currently
registered and qualified (including payment of any required fee) with the DIR pursuant to
Labor Code section 1725.5. This project is subject to compliance monitoring and
enforcement by the DIR.
25.SPECIAL CITY REQUIREMENTS
Special City forms and their instructions are an integral part of these specifications and
failure to submit same may be grounds, in the sole discretion of the City, for rejection of
any Bidder.
A. Prevailing Wage Where Applicable. Upon request, certified payroll documents
shall be provided to the City.
B. Equal Employment Opportunity in Contracting. The City of Vernon is committed
to a policy of equal opportunity in contracting. Qualified firms including small
businesses and businesses owned by women, minorities, and disabled persons are
encouraged to submit bids or proposals. Contractors expressly agree 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 the
Contract. Contractor certifies and represents that during the performance of this
Contract, it and any other parties with whom it may subcontract shall adhere to
equal employment opportunity practices to assure that applicants, employees and
recipients of service are treated equally and are not discriminated against because
of their age not discriminated against because of their race, religion, religious belief,
color, national origin, citizenship, ancestry, disability, sex, age, medical condition,
pregnancy, sexual orientation or marital status. Contractor certifies that it will not
maintain any segregated facilities.
Contractor shall comply with all applicable Federal and California laws including,
but not limited to, the California Fair Employment and Housing Act (California
Government Code Section 12900, et seq.), California Labor Code Section 1735,
and The Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.).
Contractor shall require like compliance by all Subcontractors employed on the
Work.
26.BID PROTEST PROCEDURES
A.Any Bidder submitting a Bid directly to the City and eligible for award of the
Contract may file a protest if the Bidder complies with all of the following
requirements and conditions:
1.The Bid protest is in writing;
2.A protest based upon alleged defects or improprieties in the Contract
Documents is filed with the City prior to the Bid Deadline;
3.All other protests are to be filed and received by the City no more than five (5)
calendar days following the City’s notice of intent to award the Contract; and
4.The written Bid protest sets forth, in detail, all grounds for the Bid protest,
including without limitation: all facts, supporting documentation, legal
authorities, and argument in support of the grounds for the Bid protest. All
factual contentions must be supported by competent, admissible, and credible
evidence.
B. Any matters not set forth in the written Bid protest will be deemed waived. Any
Bid protest not conforming to the foregoing requirements and conditions will be
rejected by the City as invalid.
C. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder’s
submission of this Bid and the City acceptance of same, the Bidder shall indemnify,
defend (with counsel acceptable to City), and hold harmless the City, its City
Council members, employees, and agents from liability, claims, demands,
damages, and costs arising therefrom if such dispute or action arises solely upon
the award of a Contract in compliance with federal, state, and local laws.
[END OF DOCUMENT]
BIDDING FORMS
BIDDER'S PROPOSAL
The undersigned submits this Bid in response to the Notice Inviting Bids issued by the City to construct the Work of
the following Project in accordance with the Contract Documents:
PROJECT: Pacific Blvd., Santa Fe &Vernon Ave. Street Improvements, Contract CS-1204
A. Enclosed herewith and by this reference incorporated herein and made a part of this Bidder's Bid are the
following completed forms:
1. Bidder's Proposal
2. Schedule of Bid Prices
3, Incumbency Certificate
4. Bid Security in the following form (check one):
q Cashier's Check ❑Certified Check ~ Bid Bond ❑Cash
5. Bidder's Statement of Qualifications
6. Experience Form
7. Statement of Violations of Federal, State or Local Law, if applicable
8. Specialty Contractor Statement of Qualifications
9. Contractor Safety Questionnaire
10. Designation of Subcontractors
11. Contractor's Affidavit of Non-Collusion
12. Insurance Requirements Affidavit
13. Statement of Disqualification or Debarment
14. Pre-Bid Site Inspection Certification
B. Acknowledgment of Addenda. The Bidder shall acknowledge the receipt of all Addenda by attaching a signed
copy of all Addenda, and by listing all Addenda received and attached in the space below.
l , ~~~
If an Addendum orAddenda have been issued by the City and not attached and noted above as being received
by the Bidder, the Bid may be rejected.
Page 26 of 190
C. Inspection of the Work and Contract Documents. Bidder certifies that it has carefully examined and is fully
familiar with all of the provisions of the Bidding Documents and said Bidding Documents contain sufficient
detail regarding the Work to be performed; that it has notified City of any errors or omissions in the Bidding
Documents and/or any unusual site conditions; and that it has carefully checked all words, prices, and
statements in this Bidding Document. Bidder hereby certifies that he/she and his/her Subcontractors have
inspected the site and related Drawings and Specifications of Work and fully acquainted themselves with all
conditions and matters which may in any way affect the Work, time of completion or the costs thereof.
Bidder also certifies he/she has observed the designated Contractor Work areas and access routes, if
disclosed or shown, as part of the Work in this Contract.
Page 27 of 190
PRE-BID SITE INSPECTION -CERTIFICATION:
Persons) who inspected site of the proposed Work for your firm:
Name: Jim McGee
Title: Project Manager
Name: John Manly
Title: Superintendent
Date of Inspection 12/28/2021
Date of Inspection 12/28/2021
D. Bidder agrees that all costs of Work shown in the Bidding Documents, including work reasonably inferable
therefrom and necessary thereto, are included in his/her Bid. All Work shown in the Contract Documents for which a
specific line item is not provided in the Bidding Form is included in the Bidder's Total Base Bid Price.
Contractor shall be reimbursed for the actual direct cost of all Permit Fees, if any, as defined in Paragraph 1.01 and
addressed in Paragraph 1.03 of the General Conditions. Bidder shall exclude the cost of Permit Fees from Bidder's
Base Bid sum; Base Bid sum shall include the cost of administration and coordination of Governmental Approvals and
Utility Fees. Bidder agrees that City will not be responsible for any errors or omissions on the part of the undersigned
in making this Bid.
E. Forfeiture of Bid Security. Bidder further agrees that, in case of his/her default in executing the required
Contract and the required bonds, or furnishing the required insurance, the money payable under the Bid Security
accompanying this Bid shall be applied by the City towards payment of the damage to the City on account of such
default, as provided in the Bidding Documents.
F. Period of Irrevocability. Bidder agrees that this Bid shall remain open and shall not be withdrawn for a period
of not less than ninety (90) calendar days from the date of award of Contract, or until rejected by the City, whichever
period is shorter.
G. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's submission of
this Bid and the City acceptance of same, the Bidder shall indemnify, defend (with counsel acceptable to
City), and hold harmless the City, its City Council members, employees, and agents from liability, claims,
demands, damages, and costs arising therefrom if such dispute or action arises solely upon the award of
a Contract in compliance with federal, state, and local laws.
The Bidder declares that neither he/she nor anv member of his/her firm or corporation is an officer or employee of the
City of Vernon.
hereby certify under penalty of perjury under the laws of the State of California that the representations made herein
are true and correct.
Executed this `~~~dayof ~~~v~~ , Z~llat Corona California
City State
~~~/-~-
Ec~Wavc~ ~~ (sa~~ 1/~`Ce ~~es;~~en-f
Page 28 of 190
Bidder's Proposal
Respectfully Submitted
NAME OF BIDDER
COMPANY All American Asphalt NAME:
ADDRESS: 400 East Sixth Street
Corona, CA 92879
CONTACT PERSON: Edward J. Carlson, Vice President
TELEPHONE NUMBER: 951-736-7600
E-MAIL: publicworks~allamericanasphalt.com
CALIFORNIA STATE CONTRACTOR'S LICENSE NUMBER: 267073
EXPIRATION DATE; 01/31/2022
TAX IDENTIFICATION NO.: 9-2595403
SURETY COMPANY: Fidelity and Deposit Company of Maryland
All Bid forms must be signed where so indicated by the person or persons duly authorized to sign on behalf of the
Bidder. By signing the Bid, the person signing is deemed to represent that he or she has authority to bind the Bidder,
Failure to sign the Bidder's Proposal may invalidate the Bid,
Page 29 of 190
CONTRACTORS ~
i C~CC3 STATE LlCEM$E BOARD 1
~'w'^~^°'°°'~'~•'^~• gCTIVE LICENSE
i
' z~,~,~.,..,. ALL AMERICAN ASPHALT s
1
' ~,..,~.«~., A C 12
E.~~~ 01/31/2022 www.csib.ca.gov
Contractor Information
Legal Entity Name
ALL AMERICAN ASPHALT
Legal Entity Type
Corporation
Status
Active
Registration Number
1000001051
Registration effiective date
7/1/2020
Registration expiration date
6/30/2023
Mailing Address
PO BOX 2229 CORONA 92878 CA United States ...
Physical Address
400 E SIXTH ST CORONA 92879 CA United State...
Email Address
Trade Name/DBA
License Numbers)
CSLB:267073
CSLB:267073
Legal Entity Information
Corporation Number:
057879
Federal Employment Identification Number:
President Name:
MARK LUER
Vice President Name:
EDWARD J CARLSON
Treasurer Name:
MICHAEL PARKAS
Secretary Name:
MICHAEL PARKAS
CEO Name:
Agent of Service Name:
MICHAEL PARKAS
Agent of Service Mailing Address:
400 E SIXTH ST CORONA 92879 CA United States of America
Workers Compensation
Registration History
Effective Date Expiration Date
5/11/2018 6/30/2019
5/8/2017 6/30/2018
5/2/2016 6/30/2017
6/9/2015
8/25/2014
7/1/2019
7/1/2020
6/30/2016
6/30/2015
6/30/2020
6/30/2023
Do you lease employees No
through Professional
Employer Organization
(PEO)?:
Please provide your
current workers
compensation insurance
information below:
PEO PEO PEO
PEOInformationName Phone Email
Insured by Carrier
Policy Holder Name:ALL AMERICAN ASPHALTInsurance Carrier:
ZURICH AMERICAN INSURANCE COMPANYPolicy Number:WC593205701Inception date:
7/31/2019Expiration Date:8/30/2020
BIDDER'S PROPOSAL — SIGNATURE(S):
Form of Entity of Bidder:
Please check the appropriate signature block below and fill in all related information.
Sole Proprietorship:
Name:
Title:
Signature:
List all d/b/a's:
Partnership: ❑General Partner ❑Limited Partner
Name:
Title:
Signature:
Corporation:
Name: Edward J. Carlson
Signature: ~°`~~=•~'~---~~
Joint Venture: ❑Corporation ❑Partnership
q Individual ❑Other
Name:
Title:
Signature.
Name of all Joint Venturers:
Corporate Officer Title: Vice President
Corporate Seal
[If the Bidder is a corporation or a limited liability company, enter state or county of incorporation in addition to the
business address and include an incumbency certificate executed by a Secretary thereof in the form set forth herein
listing each officer with signing authority and his/her corresponding office. If the Bidder is a partnership orjoint venturer
stating that the respective partner or joint venturer agrees to be held jointly and severally liable for any and all of the
duties and obligations of the Bidder under the Bid and under any contract arising therefrom. Attach evidence to the
Bid Proposal Form that the individual signing has authority to do so.]
Page 30 of 190
J
`~ ~\
~~ 1
ALL AMERICAN
----ASP HALT-
AN EQUAL OPPOEZT'UNITY EMPLOYER
ALL AMERICAN ASPHALT
ALL AMERICAN AGGREGATES
CORPORATE RESOLUTION
T 951-736-7600 x'951-739-4671
E?O. BoX 2229, CORONA, CA 92878-2229
CoNTEtACTORs LICENSE #267073 AC12
D 1 R # 1000001051
Resolved, that this Corporation, All American Asphalt, on January 3, 2022 authorizes Edward J. Carlson to
execute contracts and agreements on behalf of the Company in the capacity of Vice President.
Michael Farkas, Secretary
SCHEDULE OF BID PRICES
PROJECT Pacific Bivd., Santa Fe &Vernon Ave. Street Improvements, Contract No. CS-1204
BIDDER's NAME: All American Asphalt
BASE BID
Pursuant to and incompliance with your Notice Inviting Bids and Contract Documents relating to the Project including
all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the
Contract Documents and with local conditions affecting the performance and the costs of the Work at the place where
the Work is to be done, hereby proposes and agrees to fully perform the Work within the time stated in strict accordance
with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment,
and utility and transportation services necessary to fully perform the Work and complete it in a workmanlike manner)
for the total Base Bid sum of:
51 ~ hdlg S(x 0~.0 L X01 ~rs~ v
Item No. Description Units Quantity Unit Cost Amount
~ , Unclassified excavation - Sawcut, removal, and CY 5
disposal of asphalt concrete, Portland cement ~ Q + ~ J (~
concrete, a re ate base &soil. ~
2, Uniform cold plane and dispose of 2" thick asphalt SF 441,000
L~!~ ~ ~~ ~ 1 OZ~ avement.
3, Construct new 318" thick asphalt rubber membrane SY 49,000 ~e ~ , 2~~.' ~~ ~
ARAM .
4, Construct new 1-518" thick section of C2-PG•70.10 SY 49,000 ~ ~ Z 3~ Z ~(~~ 112" MIX Latex Modified AC Pavement.
.
5. Remove and replace existing manhole frame and cover EA 9
to be adjusted to grade. Manhole frame and coverto be ~ ~j~ ~~ ~ j ~
rovided b the Cit of Vernon.
6. Valve, monument, or manhole to be adjusted to grade EA 142 ~ o[~' ~ -~
7, Remove and replace bicyclelvehicle loop detectors per EA 27
3~ ~
~
1~~ ~ ~_ Caltrans 2018 Standards. ~
8, Striping, Legends, Markings, reflectors, delineators, LS 1 ~ ~.bU ~ ~,~J etc. on various street as noted on channelization plans. r i
g, Reconstruct 6" of C2-PG 70-10 asphalt over 6" of CMB. SF 50
2~ ~ ~~ dUnclassified excavation to be aid b Item No.1 r
10. Removal and re-installation of existing traffic signal as EA 1 ~ ZOU -7 noted on Contract Plans. i ~ -'~~
BID
TOTAL $ ~t5 ~j ~ , ~D D ~ ~ O ~
WRITTEN e i ~J ~,~ ~l~ h d~ ~r~C d ~. V ~C ►i1~-~.}~j Y~ ~
AMOUNT $ ~(~sGll~l~i ~i X ~U~l~1Y-r dl ~ i~ ~aYs•
Page 31 of 190
All other work items, labor, materials, tools and incidentals which are not specifically listed in the above bid items, but
are necessary to complete the project per specifications, and all other applicable standards and codes are considered
to be included in the above bid items.
If there is a discrepancy between (1) the "Grand Total" shown immediately above, (2) any of the "total costs" shown in
the far right column above, or (3) the individual Unit Price, then the Unit price shall control over the total cost, and the
total cost shall control over the total. If, however, the unit price is ambiguous, unintelligible, or uncertain for any cause,
or is omitted, or is the same amount as the entry for the item total, then the item total shall prevail and shall be divided
by the estimated quantity for the item and the price thus obtained shall be the unit price.
Bidder shall exclude the cost of Permit Fees from Bidder's Base Bid sum; Base Bid sum shall include the cost of
administration and coordination of Governmental Approvals and Utility Fees.
Bidder acknowledges that determination of the lowest Bid will be based on the combined total of the amounts entered
below for the Base Bid plus all of the listed Bid Alternate items, and that once the low bid is determined on this basis,
the City will be free to select Bid Alternates for inclusion in the Work in any order or combination, or to reject any or all
Bid Alternates.
OTAL BID AMOUNT (Base Bid Sum)
~ l ~ hfi l~ c~ n r~ rt~l y-e vcn'~-~ ~ ~ f G~ ht -~h Ol.{ ~Oi n c~
sTX h~hdr~~ st`x GtpLl0l~s collars (~ fs~?~~CvO~ )
(written dollar amount)
Respectfully submitted:
Signatur
Edward J. Carlson, Vice President
Title
267073
(dollar amount)
400 East Sixth Street, Corona, CA 92879
Address
1 2 Z2
Date
01 /31 /2022
License Number Date of Expiration
(SEAL - if Bid is by a corporation)
rte`
Attest
Michael Farkas, Secretary
Amount of Certified or Cashier's Check or Bid Bond
Foundation Risk Partners, Corporation dba. Millenniuum Risk Management &Insurance Services
Name of Bonding Company
Page 32 of 190
INCUMBENCY CERTIFICATE
Print legibly the names and title of the president and all officers of the Company who are authorized to sign the Bid
Forms:
PRESIDENT'S &OFFICERS' NAME.
Mark Luer
Michael Farkas
Edward J. Carlson
TITLE:
President
Secretary
Vice President
The undersigned hereby certifies to the City of Vernon that he/she is the duly elected and acting Secretary of
All American Asphalt (the "Company"), and that, as such, he/she is authorized to execute
this Incumbency Certificate on behalf of the Company, and further certifies that the persons named above are the duly
elected, qualified and acting officers of the Company, holding on the date hereof, the titles and positions set forth
opposite their names and are authorized to sign the Bid Forms.
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate this L~~~~'t- day of
~~u~r~~ , 202E
Michael Farkas, Secretary
Secretary's Name-Printed
Secreta ignature
Bond No.: ~D5 `~~~'>
Premium Amount: $ lv'1
Bond's Effective Date: r~ ~ ~ °`~
Page 33 of 19U
Bid Bond No. 08597423
Bid Date: 01/04/2022
RECITALS:
1. The City of Vernon, California ("City"), has issued a Notice Inviting Bids for the Work described as follows:
Specification No. CS-1204 'PACIFIC BLVD, SANTA FE, 8 VERNON AVE STREET IMPROVEMENTS IIl Verfl011, ~iA. ~~~Project~~'.
2. In response to the Notice Inviting Bids, All American Asphalt
(Name, address, and telephone of Contractor)
400 East Sixth Street, Corona, CA 92879 - (951) 736-7600 ("Principal"),
has submitted the accompanying Bid for the Project.
3. Principal is required under the terms of the Specification—and all Bidding Documents referenced in it—to furnish a bond with
the Bid.
4. The Specification, including all its amendments and supplements, and Principal's Bid are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
Fidelity and Deposit Company of Maryland
(Name, address, and telephone of Surety)
777 S. Figueroa Street, Suite 3900, Los Angeles, CA 90017 - (213) 270-0600
a duly admitted surety insurer under California's laws, agree as follows:
("Surety"),
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of Ten Percent of Total Amount Bid-----
Dollars ($ 10% of Bid---- ) ("the Bonded Sum"), this amount
comprising not less than TEN PERCENT (10%) of Principal's Base Bid, in lawful money of the United States of America.
The Licensed Agent for Surety is:
FOUNDATION RISK PARTNERS, CORP. - 5530 Trabuco Road, Irvine, CA 92620 - (949) 679-7116
(Name, address, and telephone)
Registered Agent's California Department of Insurance License No. OM93299
THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if: (1) Principal does not (a) withdraw its Bid for the period specified
in the Bidding Documents, or if no period is specified for ninety (90) calendar days after City awards the Contract for the Project,
or (b) attempt to withdraw its Bid when the requirements of California Public Contract Code §5101 et seq., or any successor
legislation, are not met; or (2) City awards Principal the Contract in response to Principal's Bid, and within the time and manner
specified by the Specification or Contract Documents or if no period is specified within fourteen (14) calendar days after the
Contracts award, Principal (a) signs and delivers to City the Contract, in accordance with the Bid as accepted, (b) furnishes the
required bonds for not only Principal's faithful performance and proper fulfillment of the Contract, but also Principal's payment for
labor and materials used in the Project, and (c) furnishes the required insurance, then this obligation becomes null and void.
Otherwise, this Bond remains in full force and effect, and the following terms and conditions apply to this Bond:
1. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's guaranteeing
that upon City's awarding the Contract to Principal, the Principal will enter into the Contract with City.
2. No right of action accrues on this Bontl to any entity other than City or its successors and assigns.
3. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay in addition to the Bonded
Sum City's reasonable attorneys' fees and litigation costs, in an amount the court fixes.
4. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate,
or withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
Page 34 of l90
On the date set forth below, Principal and Surety duly executed this Bond, with the name of each party appearing below and signed
by its representatives) under the authority of its governing body.
Dat2: December 21, 2021
PRINCIPAL: SURETY:
All American Asphalt Fidelity and Deposit Company of Maryland
(Company Na e (Company Name)
~OrtGGI~ `~~
(Signature)
L~.0~0
(Signature)
gy: ~~W~ ~~ J. (..G`~ ~°`'~ gy; Rebecca Haas-Bates
(Name) (Name)
ItS: Its: Attorney-in-Fact
(Title) (Tide)
Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents:
400 East Sixth Street 777 S. Figueroa Street, Suite 3900
Corona, CA 92879 Los Angeles, CA 90017
CORPORATE SEAL CORPORATE SEAL
n EVIDENCE MUST BE ATTACHED OF THE AUTHORI N OF ANY PERSON SI GNlNG ASATTORNEY-IN-FACT.
n THE ATTORNEY-IN-FACTS SIGNATURE MUST BE NOTARIZED.
n A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH,
ARE A CORPORATION.
Page 35 of l9U
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189
A notary public or other• officer completing this certificate verifies only the identity of the individual who signed the
ci~ci~ment t~ which thie certificate ie att~checl. anti nit the truthfi~lne~~. accnracv. nr valiciity ~f that clncument.
State of California
county of Riverside
on January 4, 2022 before me, Kenona Nazari, Notary Public ,
Date Here Insert name and Title of the Officer
personally appeared Edward J. Carlson
Name(3f of Signer(
who proved to me on the basis of satisfactory evidence to be the
persons) whose names) is/aye subscribed to the within instrument
and acknowledged to me that he/s~e,~e~ executed the same in
his/#~e~e~f authorized capacity(~es), and that by his/h ~ri~crrirtc~r
signatures) on the instrument the person(s), or the entity upon behalf
O6 Ty KENONA NAZAR)
of which the persons) acted, executed the instrument.
y~'.'~
•.•,,•'~ = '. YP~.~ Notary Public •California I certify under PENALTY OF PERJURY under the laws of the State of
Z ~~ = Riverside County
~~ ` California that the forgoing paragraph is true and correct. Commission # 2318601
',~~~00."~~ My Comm. Expires !an 10, 2024 WITNESS my ha and official seal.
t
Signatur ~~~
Place Notary Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to person relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document Bid Bond —City of Vernon
Document Date: December 21, 2021 Number of Pages: 5
Signers) Other Than Named Above: Rebecca Haas-Bates, Attorney-in-Fact
Capacity(~es) Claimed by Signers)
Signer's Name: Edward J. Carlson Signer's Name:
o Individual
❑Individual
X Corporate Officer — Title(s): Vice President
❑Corporate Officer — Ti (s):
a Partner 0 ❑Limited ❑General o Partner D ❑Limited General
o Attorney in Fact o Attorney in Fact ~.'.
q Trustee Top of thumb here Top of thumb here
o Trustee
o Other:
❑Other:
Signer is Representing: Signer is Representing:
All American Asahalt
** Please See Attached **
BOND ACKNOWLEDGMENT
FOR
SURETY'S ATTORNEY-IN-FACT
STATE OF CALIFORNIA )
ss
COUNTY OF )
On this day of , 20 ,
before me, (name), a Notary Public for said County, personally appeared
(name), who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this
instrument as the attorney in fact of ,and acknowledged to me that he/she
subscribed the name of
as attorney in fact.
thereto as principal, and his/he own name
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
Page 36 0(~ 19U
• • • 1 ~~ j•
e ~: c.~c.c~c!T..~<...c..~.~c..~.!.~....<~c.t.. c . C.4~2~C~:~~~•.L~•~~.4~QC:~Q~'TC/,ViC~L~ .'.~C~C.4l.C~ .G~2.G1 .C.2 ~...~.c~c~c.ac~ .c~..~ .~ c .~•.s~..~..
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Orange
On 12/21 /2021
Date
before me, Liliana Gomez, Notary Public
personally appeared Rebecca I-Iaas-Bates
Here Insert Name and Title of the Officer
IVame~~of Signerfsl
who proved to me on the basis of satisfactory evidence to be the person~~} whose name(~~. is/aye
subscribed to the within instrument and acknowledged to me that ~ieJshe/tt~w~[ executed the same in
His/her/tt~e.ir authorized capacity), and that by his/her/~h~ir signature~}.on the instrument the person(;},.
or the entity upon behalf of which the person(}. acted, executed the instrument.
~,~.~. ~F r1 LILIANA GOMEZ
` ~ "~~''~`` Notary Public -California
Z `~ ::=~ ~ Orange County D
• - ~ Commission # 224332b
~""`°°"~* My Comm. Expires May 20, 2022
certify under PENALN OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Si nature ~^~w G~ g
Signature of Nota ublic
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Bid Bond Document Date: ~ 2~2 ~ ~2~2 ~
Number of Pages: Three 3 Signers) Other Than Named Above: All American Asphalt
Capacity(ies) Claimed by Signers)
Signer's Name: Rebecca 1-Iaas-Bates
Cl Corporate Officer — Title(s):
[~ Partner — O Limited O General
O Individual ~ Attorney in Fact
[~ Trustee O Guardian or Conservator
O Other:
Signer Is Representing:
Fidelity and Deposit Company of Maryland
Signer's Name:
O Corporate Officer — Title(s):
O Partner — Cl Limited O General
~7 Individual O Attorney in Fact
O Trustee ❑Guardian or Conservator
O Other:
Signer Is Representing:
EXTRACT FROM BY-LAWS OF THE COMPANIES
"Article V, Section 8, Attorneys-in-Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies,
recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any
time."
CERTIFICATE
1, the undersigned, Secretary of the ZURICH AMERICAN 1NSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY
AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing
Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that Article V, Section 8, of the By-
Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authorit} of~ the tollo~ving resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly c~~ilecl ~ll1C~ IIC~CI O11 fllC 1 nth da}' of December 1998.
RESOLVED: "That the signature of the President or a Vice President and tl~e attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the 10th day of May, 1990.
RESOLVED: "That the facsimile or mechanically reproclucecl seal of the company and facsimile or mechanically reproduced signature
of any Vice-President, Secretary, or Assistant Secretary of tl~e Company, whether made heretofore or hereafter, wherever appearing upon a
certified copy of any power of attorney issued by the Compan~~. shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
1N TESTIMONY WHEREOF, I ha~~e hereunto subscribed my name and affixed the corporate seals ofthe saki Companies,
this 21st day of December 2021 __
``1~~~11 1 i l;rt;
~ .
~ ^ ~ i ~~ ~ j i o s
~j~~ '~' ~ ~s --~
~.,,
Z~ n ~,~
"i 6~ 1969 ~~j~ ~ «a~, ~7
d~,C~--~ J~46~ ~ f
(1
By: Brian M. Hodges
Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION
OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOUR CONTACT
INFORMATION TO:
Zurich Surety Claims
1299 Zurich Way
Schaumburg, IL 60196-1056
www.reaortsfclaims a.zurichna.com
800-626-4577
~ a
BIDDER'S STATEMENT OF QUALIFICATIONS
1. ORGANIZATION
1.1 How many years has your organization been in business as a Contractor? 52
1.2 How many years has your organization been in business under its present name? 52
1.2.1 Under what other names has your organization operated?
**N/A**
1.3 If your organization is a corporation, answer the following:
1.3.1 Date of incorporation/organization: 05/26/1969
1,3.2 State of incorporation/organization: California
1.3.3 Corporate ID number: 057879
1.3.4 Name of President: Mark Luer
1.3.5 Agent for Service of Process. **N/A**
1.4 If your organization is a partnership, answer the following:
1.4.1 Date of organization/formation:
1.4.2 Type of partnership (if applicable):
1.4.3 Names) of general partner(s):
1.4.4 List all states in which you registered and state ID numbers for each:
1.5 If your organization is individually owned, answer the follo~ring:
1.5.1 Date of organization:
1.5.2 Name of owner:
1.6 If the form of your organization is other than those listed above, describe it and name the
principals: **N/A**
Page 37 of 19U
2. LICENSING
2.1 List jurisdictions in which your organization is legally qualified to do business, indicate registration or
license numbers, and category of license, if applicable.
2.2 List jurisdictions in which your organization's partnership or trade name is filed.
2.3 List any licensing suspensions and/or violations assessed against your organization within the past
five years.
**N/A**
3. EXPERIENCE
3.1 List the categories of Work that your organization normally performs with its own
personnel.
Paving, Grading, Concrete, Grinding, Utility Adjustment, Slurry Seal, Paving Fabric
3.2 On the Experience Form, list the project information that establishes that Bidder meets the
essential requirements for qualification set forth in the Mandatory Qualifications paragraph
of the Notice Inviting Bids for this Project.
3.3 Have Subcontractors for the street striping and traffic markings work complete the Specialty
Contractors' Statements of Qualifications (or Bidder to complete if self-performing).
3.4 On a separate sheet, list projects to which your firm or business has been awarded a
government contract since your firm or business has been in existence (giving the name
and address of the project, the government agency, contact name and phone number, the
contract amount, and contract's starting date and ending date).
3.5 On a separate sheet, list the experience and present commitments of the key individuals of
your organization.
4. CLAIMS; LAWSUITS; CRIMINAL ACTS
For the following questions, the term "owner" does not include owners of stock in your firm if your
firm is apublicly-traded corporation.
4.1 In the past five (5) years, have, you, your firm or any of its owners, partners, officers, or
employees been a defendant in court, or participated in an arbitration or mediation, on a
matter related to:
Page 3 8 of 190
Job No.* Date A en /Owner Pr ect Title ~ Bid Amount AC Tonn a Cone a M h ContraetTime P.M. Su t
a c o n ousc rc- i rc o
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u o ran u e aura
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Job No.# ~ Date A enc !Owner Pro'ect Title Bid Amount AC Tonna e Concrek0a /Nf h., ConUaet Tlme P.M. I Su Coor I Com Ieted
~ ~ o n oust rc- i rc o
I Cont Ree. Letter Scnt Back Via NTP Job Meeting Meeting Requirement
3353a Sn 92021 ' Lewis O 'n Co Parkaida In-Tract Svccu _
OffShe Street Im rovemente -Tract Map 20092, EI Rar
S 716.771.76 ' _ 3500 700 D 60 Workin D MI uN Jim H. 90.0°h
5208021 5202021 PO Ema~i I 5/202021
5!19!2021 5202021 doeusi n
~ 6/3/2021 FedEx
526/2021
- ---
~
33535 I 422021 Lennar Homaa 5 1,756.756.00 6000 1200 0 110 Workn D M uel Jim H. 10.0°,6
33537 4/2~J2021 of Riverside OveAend (Phase 1) Water Mafn Regecement Pro'ect 3 252,265.00 548 62 D 35 Worldn 0 Kim J 99.0°k 520/2021
33539 5/42021 C' of Corona Street Pavement Maintenance & RehaWlitacan S 2,644.044.00 18000 183 D 60 Worldn D Kim Jew E.. 95.0°k 51'192021
33550 5!25/2021 of Lon Beach a Ave. B/i Market St 8 South St R-7153 $ 130,853.00 4 0 D 70 Workln D Je Jae O. 0.0°~
33559 SJ20/2021 of ura Hob FY 2021-2022 Pavement RehabAkatlon ProJact S 804,553.44 2425 215 D 45 Worltin D Au usdne John M. Deonne 90.0°k 6!38021
33561 SH 1x2021 of 8eA Gardens Various Residential Street ImprovemeMe FY 20-21 S 451,000.00 1340 200 D 40 WorWn D Au ustine Rkk S. Gfo 99.0°.6 526/2021
33582 4!5/2021 of Bannin Ramsey Street and Heth Street Improvement S 3,697 562.50 4000 600 D 180 Worldn D Gordon John W. Ga 40.0°h 5278027 62i/2021 pocus' n 8232021 33584 8Ml2021 Cantu Communioea Perms BNd Sleet Improvement S 387,715.17 1000 200 Da 40 Worldn D M' uel John W 95.0%
33567 5208021 of Lake Forest Glenn Ranch Roed Rehebikatlon Pro act S _ 1,422,422.00 11010 De Maurice Riek Gio 0.0°~ 5268021 5/26/2021 6/92021 Fedex 33575 ]1252027 Crosstown Electricd Data Ina. Maurice 0.0°,6
33575 6/3!2021 C' M Redondo Beach In bwood Ave M Manhattan Beach Blvd Interaectlon In $ 934,948.00 670 200 D 90 WoA6n D Au uatlne John M Oeonne 0.0°,6 7M2f2021 6Q12021
33590 5/702021 C of EI Monte Cedar Ave, Lower Azusa Road, C' UmR Area S 2,373,225.00 6890 645 Da 60 Workin D Gordon Jim H. Gia 95.0°6 1 6/242021 6242021 6252021 FedEx
33581 4@22021 ONz Ente rises Ina. Route 405.07-293604 S 1,010,235.00 8370 Nf M 580 Warkin 0 Jim Art 0.0°,6 9M72021 9/172021
33582 4B/2021 AMES ComtrueDon 08-0E330d Route 60 S 2,186,367.60 21900 0 NI ht 340 Workln 0 Jim Art 0.0°k I 6/8/2027 6M02021 33583 6M42021 of Lon Beach Outer Traffle Cireb R-7131-A S 526 097.92 526 D J L Jor O. 0.0°.6
33588 6MR021 of Paramount N hborhaad SVeet Im rovemenb on Various C' Str S 1,348,352.60 5340 434 D 40 WoAan D Edward Rkk Gio 20.0°,6 7rGQ021 716/2021
33580 4!78021 of In lawood Centinela Aven Medians & ADA Improvemanb S 6,850,738.50 10870 1175 0 200 Worldn 0 Gordon John M. Daonne 7.0°k 882021
33609 W742021 of Lon Beaoh Atherton Place R-7131-A S 56 097.92 527 D J L Jor O. O.OS6
33610 6/142021 of Lon Beach Sant Fe Ave. R-7131-A S 283,505.86 845 D Je L Jor O. O.OX
33618 5202021 of Azusa Residential Reaurfaefny Pro eat 2021 S 897,324,50 800 500 Da 30 WorMn D Brian A Jim N. 80.0°.6 6!222021 6222021 7!22021 FedF~c
33624 4212021 of Laka Elainoro Collier Ave Pavement Rehab 8 SM np ProJaet S 1.792,114.05 13467 45 Ni ht ' 40 Workin D Gordon John W. Gio 99.0°.6
33626 5202021 otOntario Maurice 0.0°~
33829 5288021 of Mission Y o Asphalt Repairs &Asphalt OveAays of Various St S 1,422,777.00 0 45 Workin D Maurice 99.0% 6M52021 6M512021
33837 4M/2021 MattConstrucCon LACoun GubParkin Rehab S 694.170.00 5000 0 D 90Workin D Au uacne IJe E. Ga O.OSS i
33644 6/72!2021 of Lon Bexh Oeee~ Blvd. 8 54th StreetR-7731,A $ 22,130.00 43 D Jer L I Jor a O. 98.0%
33646 I 5/208021 of West Covina Fra Stalion No. 4 Parldnp Lot Improvemenh S 208.794.00 450 209 D 30 WoAdn D Kim t Jim H. 98.0% 62712021 8822021 7ASR02'I Hand Del. E.V.
33849 5202021 of EI Monte EI Monte Bike BNd. and Pavemerrc Rehabi6taGon a 948.744.00 3530 135 D 40 Worldn D Gordon Jim H. Gia 99.OS6
33653 ?/238021 of Nonvdk I Local Streets Rehebilitatlon -Zone 27 East of Gard S 1,051.330.00 10700 0 De 40 Workln D Gordon Rkk Gio 88,0°~ 5272021 5252021 6842021 FedEx
33658 5272021 of Norwalk Local Zone Street Rehabaila6on P ram -Phase 1 2 S 169,054.00 0 0 Da 40 Worldn Brian A Darten 90.0°~
33865 5252021 C of A6so V' o I~ 21-22 Slurty Sea18 RehebiitaGon S 511.563.00 0 0 Oa 30 Workin D Brian A Derten 90.0°h
33680 625/2021 of Weetrninater Street Improvemefis ho MMadden Avenue S 1,142,160.00 6000 100 da 30 Workin Da Jim Oou H. Deonne 25.0°~ 6/30Q021 6/30/2021 7!98021
33689 6M2021 of Certitoa !As halt Im emenb In Residential Streets Pro'eet #1 S 143,341.00 225 0 D 30 Calendar 0 IGm Rick 2.0°k 6!302021 6 02021 7/72021 FedF~c
33892 6/282027 C of Mission Vie o dos wlbos Bovlward nna u~rlt~ Parkwa end saMa Mar ar S 2,889,889.00 18400 510 0 45 Workin D Meuriee Rick S. Ga 85.0°~ 8!3x2021
33693 4/8/2021 of Anaheim Maheim Island Phase 2 Rehabiigtion Pro'ect RCP202 $ 128,128.00 543 0 22 Workin D fGm Rick 95.0°.6
33694 7!7/2021 VCt Conetructlon INC. / LB Shore4ne Drive 8 Ocean Blvd. S 85,915.00 33 D Ja L. Jor a O. 0.0%
33689 6H72021 Lennar Homes Monterado -Street &Storm Drain Im vements S 779,779.00 4000 300 D 30 Workin Mi uN Jim H 0.044
33700 4222021 of Peloa Verde Estates ~ Ya Cam ins Street Im ovemenffi #PW~681-20 S 248,888.00 1260 10 D 1 30 Workin Maurice John M Gio 99.0% 6/2!202'1 622021 6!02021 Emadlfedex
33705 7x/2021 of San Gabriel 2021 Pavement Rehabi18e0on Pro'xt S 5.232,394.90 ~ 55044 0 0 60 WorWn 0 Edward Jim H. 10.0°.6
33706 6!292021 of Mbalon Ye'o Via Eseolar Pavement Rehadlitaton Protect S 774,471.00 1080 0 D 30 Workfn D Kfm I Riek 99.0°~ 7M42021 1 7/14!2021 8/68021 FedEx
33708 6H02021 of San Gemants FY2020 Ma'or Sheet Maintenance FY2021 Slu Seal I S 1.884.488.00 765 67 0 60 Workin 0 IGm Rick S. SB.O°.6 7218021 1 7212021 7/272021 fadEx 823802'1
33709 7/12021 of West Ho Mid City, la Brea 8 SMB Pavement Repair Program $ 1,597,729.00 10460 0 Da 35 Workin ~ Maurice John M Oeonne . 0.0°~6 7/1?12021 7M2f2021 7/202021 Fedex
13720 7/158021 of La Veme 12020-21 HormeURamona Grind and We Im rovem~ $ 403,333.00 4404 0 D 20 Workin D Maurice Jim H Gio 99.0°h 7/152021 7/152021 EmaiU Hand Deliver
33729 10202020 of CaAsbad 2020.21 Pavement OveAa S 4,636132.00 19690 0 Da 720 Warldn 0 Jim Rick Gio 0.0°~ 7/152021 7!202021
33730 5/4/2021 Pavement CoaDn Mauirce I 0.0°k
33731 5/132021 C of Moreno VaA Pavement RehaWltatlon for Various lad Streau S 1,290,784.00 4825 325 Da 180 WorWn 0 Gordon John W. Gio 10.0°h 6/172021 6/172021 6282021
33739 6/9/2021 of EI Monte Active Trans rtetlon for EI Monte StaOon and Oowntov 5 1,887,325.00 3200 490 Da 60 Workin Da Edward Jim H. Gio 0.0°.6 7/t42021 7/142021 ~rzono2~ Fedax
33747 7Q02021 of Rancho Mi a Tamarisk Neighborhood Pavement RehabiGtaCon 3 350,618.00 7700 25 Da 60 Workin D Au ustine John W. Gio 0.0°k 9!2/2021
33752 I 6/10!2021 Pavamant Coatin Maurice 0.0°.6
33762 6/3/2021 of Fuuerton Runway Edpea Enhancement Project S 2,568,760.00 2800 0 Ni ht 86 Workin D Gordon Dou H. Deonne 0.0°k 7/26/2021 7Q12021 8/122021 FadEx
33764 5/122021 of Santa Clarity 2020.21 Mnual Slurry Seal $ 866,304.45 Y200 0 D 30 Workin D Gordon John M. Deonne 50.0°k 6/9202 6/9Q021 6282021 &42021 35778 8/5!2027 C of Ontario ATP C d~ a: Sate Roues To School P~d~strlsn Im ov«n~irc S 5,934,634.00 2890 4050 D 300 CO Maurice John W Gio 0.0°k 7/30/2021 ~mno2~
39778 SM82021 Tri Pointe Homes Inc. Victoria Street Improvements -Fontana S 268,268.00 500 200 D 20 Worldn 0 Mi uel ~ Jim H. Gio 60.0°k 822/2021 8222021 8292021 DocuS n
33781 5152027 C of RNenide 20182020 Arterial 8 Minor Streets, Phase 3 S 2,795,350.00 9800 1000 0 100 WorWn D Jim I John W. 0.0°~6 8/32021 8/42021
33787 7222021 of Maheim State CoU Boubvard Im rovemenb from Ball Road S 484,648.00 3500 140 D 22 Workin D Kim Rkk S. 0.096 7x282021 728/2021 8/38021 FedEx i
33794 8152027 of Lon Beach Alamitos Ava. Bik R-7131-A S 186,493.31 4 0 Je L. Jo a O. 0.0°k ~
33813 8/7 72021 of Lon Beach Dd Amo BNd. R-7131-A 5 388,422,80 4 D J L Jor s O. 0.0°~
33817 8/16!2021 of Lon Beach Various Streets in District 7. R-7153 S 725,087.82 3046 D J L Jor O. 0.0'~r
33826 8/122021 W Lon Beach Winslow Ave BeMreen Colorado Ave R-7153 S 166.297.76 709 Da J L Jor O. 0.0'.6
33843 8/162021 Tol Brothers The Meadows • SVeet Im rovementa $ 4,941,887.50 21100 2000 D 120 Workin 0 Mi uel Riek S. 15.0% 8/242021 8!24/2021 8258021 OocuSi n
33851 2M82021 leonida BuBden Inc. Santa GerWda Pad 8 Bike Trai -Temecula S 705,915.00 1035 0 Da 120 Worldn D Gordon AR 0.0°,6 4192021 5/792021
33854 6/30x2021 Coun MOran Wptnlnster libro Parkin Lot Seal Coat S 21 102.95 0 0 Da 5 Workin D Gordon Rbk S. Gio 99.0°.6
33855 5/52021 of Tortanca Plaza Del Amo at Weatem Ave MobiNty $ 1 196190.00 2000 290 De 90 Workin D Gordon John M. Deanne 0.0'8 7872027 7M92021 8/3/2021 FedF~c
33863 7/28/2021 of WAdomar Road Maintenance and Rehabika6on Pro'eM S 664 622.50 7672 0 Da 30 Workin D Gordon John W. Gio 5.0°k 8@/2021 8!?J2021 8MOR021 FedEx
33868 9M02021 otLon Beach SoutAStreet S 512,083.30 7995 0 Jert
33869 I 9!112021 Irvine Ranch Water OaUia MWRP Pavin Near Buidin 90, 100 and 110 S 174.991.00 300 25 D 60 WorWn D Au usDne Rick S. Gio 50.0% 913!2021
33894 6!3012021 of Corona Street Pavement Maintenance 8 RehabiYtaGon 22~010t S 7,093,575.00 37350 567 0 100 Workin D Kim J 0.0°6 912!2021 922021 9M72027 DoeuS' n
33898 9M 3/2021 C of Lon Beach 5th Street Mar to East End R-7153
33903 1M9I2021 Cou of Oran a Prima Oeachecha NOAh Access Road ResuAadny S 454,878.00 3450 0 D 3 Months Gordon Rick S. Gio 99.0°R
33907 5!18!2021 Cau of Oran a Phase 2 -Panorama Heights Grind 8 Overlay $ 899,446.00 4907 736 D 35 Workln 0 Gordon Rick S. Gio 'IO.OS6
33911 9/152027 of Lo Beach loop Beach Airport R-7131•A S 241,389.77 2004 D Je L Jor a O. 0.0°,G
33814 I 8/1?/2021 Cou of Ventura Pavement RasuRaefn - Siml Area S . No. RD22-03 S 347,743.00 25 19 D 40 Workin D IGm John M. 0.0°6 8/182021 91142021 9812021 FedEx 1021Q021
33924 9212021 C' of Lon Beach Grend Pmt Race Track R-7131-A $ 38 400.00 4 D J L Jor O. 0.0°,6
33930 8252021 C of Fountdn Vag Rehabilitation and Resurfaein of Euclid Street From E S 1327'131.00 8710 350 D 30 Workin 0 Jim Rkk S. Gfa O.OS6 9202021 920/2027 9222021
33938 9!2012021 I of Moreno Vag Heacock St PedlBike Enhancements 8 Gr o Ln to E S 395.254.00 800 80 D 80 WorWn D Au ustine John W Glo 0.0°.6
33945 5/162021 Coun of Oran a SL Mdrews Parkin Lot Siu Seal S 47,752.59 0 0 Da 10 Workin D Gordon Rkk S. Gio 99.0°,6 ~
33946 8/512021 C of Alhambra Fv2o2a2o21581SUMea~habnhaebn S 2.223,190.00 11840 983 D 60Workin Da Gordon JImH. Gio O.OSG 9/72021 9/772021
33949 8/8!2021 of Beaumont Mnual ' e Street RehabititaCon 8 Maintenance S 5.296,803.32 15148 572 Da 90 Calander 0 Gordon John W. Gio 0.0% 9/'17!2027 1 W52021
33950 I 9292021 M Lon Beach Dist. 5 All Streets R-7153 S 45 000.00 4 Da Je L Jor O. 0.0°~
33958 9M62021 Private Owner) Ou Ne~ms AaphaK Repair Forget Glen Rd -Twin Peaks S 76,828.00 410 0 Da 15 WorWn D Au ustlne J E. 0.0°~G
53964 1 W42021 Los An Coun Gub Loa Angeles Coun Club Tennis Lot As haft Re it S 209.147.00 940 0 D 15 Workin D Au uatine Jer E. Gio 15.0°k 9/302021 10/48021 '
3367 1 W6/2021 of Norco Cor rate Yard Pavement Rehab _f S 612.755.00 2000 50 0 45 Workin D Au uatlna Jer E. Gio 0.0°~ 10222027 11/82021
33988 10/52021 C of Norca W e Makin Park Slu Seal Pro set S 52.725.89 15 0 D Brian A Darren 0.0°,6
33975 9M3/2021 of Lon Beach Diet 5 Ebel St -Greenbrier Rd. R-7153 S 198158.80 240 D Je 1. Jor a O. 0.0°,6
33978 'IOM 12021 of loo Beach Disi 5 Obar Ave. 8 Parkeroast St R-7153 S 438,789.40 BSd D Je 1. Jor s O. 0.0°.6
33979 I 10!72021 of HI hland Pavement Mana amaM Pr ram S 2,098 506.00 5299 100 D 55 Worldn 0 Au ustine Jim H. Gfo 0.0% 10/272021 11!8!2021
33980 10M 12021 C of loo Beach Dist 5 Monlxo Rd. to Woodruff Ave. R-7153 S 823,807.10 d D J L Jor s O. 0.0°.6
33981 10M 12021 of Lon Beech Diet 5 Monlaeo Rd. Gark to Tuldn Ave. R-7753 S 821 623.37
of RwemeaC Walnut Grove ReauRxin9 Phase 1 S 1.342,157.00
2333 0 J L Jor O. 0.0%
33988 8/42021 8200 500 D 35 Workin D Jim Jim H. 0.0% 10/72021 10!712021 10/112021
33990 9882021 of Coate Melia Randolph Avenue and St Clan Street Improvement $ _ _ 382,725.50
~
40 82 0 45 Workin D IGm Dou 0.0°.6 10M 12021 10252021 11/22021 FedEx
33982 9/162021 of Alhambra Street Improvemenffi Pro set Bid No. #N2M21.2 $ 333,333.33 1362
of Lon Beach Dist 4 Resevior Dr_ $ 583,250.00 1143
of Lon Beach Grand Ave Beween 10th Street 811th Street S 226.312.76 262
Lewis O ratln Co Meridian Phase 3 SVeet Improvements S 2.57.333 00 ~ 1000 - --- -'HZS En ineerin of LA /Sanborn Avenue ReoomWcdon S 46,a0T.00 . 322 --- -of loo Beaoh ' ~ •: -' '~ Woodrut(Ave.B/T Palo VecdsAve 8 Conquista Ave. 5 1 C5,274.45 , 197
of Lon Beach !17th Street Between Che A4e 8 J ro Ave. 5 457.508.00 685
154 D 40 Worltin 0 Kim Jim H 0.0% 09/3020207 9!302021 10H22021 FedEx
33996 10M 12021 D Je L Jor a O. 0.0% ~
33997 10M82021 D Je L Jor O. 0.096
34001 8M2021 7000 D 100 Workin Da Mi uel John W. O.OS6 9/292027 1 9292027 ~ 10M2021 DxuS n i
34002' 2/162021 " " 0' ~ ' 274 Workin D Gordon Art 0.096 9/132021 ~i ~0202~
34023. • - % 40/A82021. -CRY ~ D - Jer L. Jor e O.. 0.0°k I . ~
..~3402d..,.:10% 612021. • ~.: e .': D +; ; Jer L. Jor a O. 0.0°~ l . .. 1-~ t
JOb No.O Date A ene /Owner Pro ect Title Bid Amount AC Tonna e Concrete'Da M M ContraetTime P.M. Su t
I
Coor Com kOed Cont Ree.
I a ~
Letter ~~t Bak I Via
n ousc rc- ~ rc o
NTP Job Meeting Meeting ,Requirement
34041
X058
9/22021
I 7292021
C otGeWena Van Ness Avenue and 139th Street Improvement S 1,369.920.00. 7725 i 373 0 60 Workin D Gordon John M. I Deonne 0.0°.G 10/52027 i 10n92021 i I !
C of N rt Baaeh MissWn Bey Dfiro Street Improvement a 196,961.00 1370 1 Da 60 Workin D Kim Riek S. 0.0°k 8Q2021 9Qf2021 i ~
i- "
i
34098 9/82021 C o1 MontebeGo
N. ConeouBe Avenue Street Improvement ProJeet CP
880 S 224,473.00 921 72 Da 35 WorMn D Wm 0.0°h 17/182027 71/C2021
'-
~
34085 11/1x2021 Toq Bros. Ine. Metro H ' hb Montebalb Hits - PFIASE 7 AND 3 Stre S 2,675.250.00 ~ 9000 D 160 Worldn D Mi uel Riek S. 0.0°~ 11@2021 «
34070 11M 82021 I C' W Lon Beaeh Oist 9 - 801h Street between Atlantlo to Oron Ave. R• S 717.851.58)1334 D Je L Jor a O. 0.0°~
34074 11M82021 C' of Lon Beach Oiat 9.72nd St between Atlantic PI. B a Avs. R-7' S 238.577.90 505 De Jer L Jo a O. I 0.0°k
~ 34085 11192021 Case Verdes Townhouse Homeo Casa Verdes Pavement Rehadlitatlon S 131.952.00 840 0 Da 25 Workln D Au uatlne John M. Deonne 0.0°,6 ~
34719 9/742021 C of La Veme 3750 0 25 Workin Da Maurke Jim H Gb 0.0°k
34119 10282021 C' of N rt 8eaeh East Coast H' and Mar uerite Avenue Pavement S 3,383.056,00 I 18972 662 Da 80 WoAdn Oa fGm Riek s 0.0°.6 12/12021 11!302021 ~
34131 1022/2021 NASCAR I MauAce 0.0°~6
34144 10292021 C of una Woods Mauriea 0.0°.6
34183 11!302021 Robertson's Rea Ma Rams 8 Hath Im ovemenb S 413 710.75 ; 2630 150 Oa Gordon John W. Gio 0.0°.6 1?/92021
34521 3/372021 Beko Eieenor Grou Meuriee 0.0°.6 ~
4/142020 Coun of Loa An eks RMDJOC6690 Pavement Reeonstruc0on
SWMJOC6700 Pavement ReconatrucEon
S 301 563.00 D I Kim Oouy p~~~e 99.0% i 6~f2020 4222020 6!52020 IFedEx 9/292020
70M3/2020 Los An oleo Coun De rtrnent o S 5100 000.00 I Mnual Kim John M Deonne 99.0°~
4/142020 Coun of los An eks
RMDJOC6680 Pavement Preservation (Seal Coats),
South Los Angela County S 4,800,000.00 D Brien A Darren 99.0% 6)3!2020 4/222020 6/52020 FedEx
8/42019 Coun of Loa An RMDJOC 6635 Pavement Praservatlon (Seal Coats) S 4,700 000.00 1000 D 365 Calendar D Je John M Ted 99.0°~ 7M 12019 6)172019 7M62018 FedEx
3252016 Flatiron Disn -Maheim I S 304,727.00 3.650 Da 2 an Brett Riek 0.0°k
6/132019 ARB LA World Airport-Tertnlnd Cores 8 APM Intertaee I S 113842.50 760 0 Da Gordon Art 0.0°.G
8x27!2019 Chumo Conatruedon Route 57 I ~ 63 245.00 198 0 Ni ht 440 Workin D Jim Art 0.0°~
11M2f2019 Hath Dinwiddie Spectrum Terrece Phase 2 $ 799,827.00 7330 0 Da Gr Rick I 0.0%
3M7l2020 C' of Maheim
Master AyreemeM for Slurry Seal and Crock Seal
Services Da Brian A Rick I Mindie 0.0°~ 3/182020 3/172020 ~~~2~ FedEx 9/22020
7292020 Tena'a Comm Senrices District Oved and Repeirto Caee Pino S 92,600.00 412 0 Da 15 Workin D Au ustlne J Gio 0.0°k I ~
9/702020 Los M eks Oe rt0f Power Md
REBID Pine Tree Wind Power Plant Access Road
Repair 8lmprovement
I a 810,400.00 Brian A Darten Oeonne 0.096 1N3/2021 ~/~g/ZpZ~ FedEx ~
'1/19/2021 County of Orange
JOC for Slurry and Paving Servlees-faeifitles-MA-080.
21011081
a ~ ~g5,922.00 D i 365 Calendar Da Gordon Rick Gio O.0°,6 125!2021 1282021 poeus n
?1252021 Crosstown Eleetrieal Dam. Inc. Cattrens - 07-4V1404 Route 213 Bid 5 211,510.00 20 45 0 Maurice 1 John M. Deonne 0.0%
322021 Beko Fleenor Grou HSIP-Cycle 6 Oympc BIvd~Clry of Los Angeles a 317,516.45 I 100 139 D 365 Calendar D Gordon John M. Deonne 0.0°~
3142021 Belco Elecnor Grou San Gabriel • Instersec0on Safety Improvements S 118,850.00 20 90 D I Maurice John M. Deonne 0.0°.G
3/312021 Beleo Fleenor Grou Traffic S' nal Installa0ions and Mod~ications S 73,590.00 I 10 50 D Maurfee John W. peonne 0.0%
0/152021 R.V. Concrete Route 91.15 0&1L6804 $ 364,200,00 I 1660 0 N' ht I 95 Workin Da Jim Art 0.0°.6
5!42021 Moots •DPIF3 CA 27 Archibald A The Homestead C' of Eaatvale Limonke Avenue and 3 2,779,779.00 1000 f 1200 I 0 1 110 Workin Da M' uel Jim H. 0.0°k
5/42021 Pavement Coatin Inc 2021 Street Maintenance Protect S 388,381.00 1860 50 D Maurice John W GIo 0.0 % 8/312021 8/42021 Email
5MBR021 ICoun of Oren JOC for Pavement MalMenance FY 2021-2022 5 3.952,801.41 0 0 Da 365 Calendar D Gordon Rkk S. Gio 0.0°k
5M9R021 C' of Pico Rivera Rosemead Blvd Road Rehabilitatlon Pro act S 1,097.443.00 8492 40 Da 60 Workfn Da Maurice John M Gio 0.0°k
5202021 C of Ontario 2021 FaA Pavement Rehadlita6on Project S 4,433,499.00 24877 2585 Da Maurice John W. Gio 0.0°.6 5242021 524/2021 527202 FedEx
6/82021 IWalsh / of Lon Beach Reeonst Tabwa L Pro'eet The Lonfl Beach Airports S 1,785.410.00 , 13247 0 D M' ht 435 Wotkin D Gordon Art R. 0.0°k
6M 02021 Pavement Coatln Inc 2021 Mnual Strcet Maintenance Proieet ~ 5 126.400.00 380 0 d Maurice AR R. 0.0°A.
7!222021 Shea Homes Mitl Creek and Ontario Ranch Road Street Improvemen S 865,865.00
S 1.956.956.00
3200
8600
1000
1000
D
0
40 WOrkln Da
240 Workin Da
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0.0°~ 7272021 Lennar Homes Street improvements -Tract Map 20205 (PA 2 and Tca
9192021 GriKRh Co, Man Street Interchange -Lake Ehinore S aa6,979.00 3860 0 D Mks 300 Workln Da Gordon Art R. 0.0°k
9M42021 C' of La Veme Coun Club and Monter Et AI Grind Overt 5 722,971.55 Maurice 0.0°h 17!32021 10282021 11/162021 FedEx
9/212021 ~ennar Nomea Adobe S 'n Tract 36733 Winchester Road Street ar 3 7,029,029.00 2100 500 Da 120 Worldn 0 M' uN John W. 0.0°k
926/2021 of Riverside 20202021 S&1 Street Maintenance Improvement S 4,734,134.00 20000 800 Day 740 Worldn 0 Jim John W. 0.0°,6 17M0l2021 11/102021
91282021 of Costa Mesa C' 'de Pa Maintenance Street Rehabilitation a S 2.698,067.00 14273 752 D 100 Workin D IOm Dou 0.0°~
10!72021 Lennar Homes Tract 19787 -Grand Park StreeC "A' Str Archibald t S 2,218,215.00 D M uel 0.0°h
10!72021 Burbank-Gbndale-Pasadena Ai Ta~dane AI ha RehabititaGon - Burbank Ai rt S 1.197,129.65 5644 0 Ni ht 60 Worldn D Gordon Oou Deonne 0.0°k A 10262021
10M<2021 Walsh Mckinl Grade Se ration -Corona S 1,089,897.00 12557 0 Both 460 Workin 0 Gordon Art R. 0.0°k
t0/1oR021 of EI Monte Sewer Re~eement Nevada Avenue 8 Bomar St Area
New Vae ConsWetion•nASCAR Coi~seum Pavin r
PA-3.2A Sheet Im rovements
S 3,055 667.90 D Bob 0.0°.6
10222021 NASCAR S 530.910.00 2680 0 D Mauirce Art Gio 0.0°k
10212021 RMV R Inc. S 1,244,244.00 7500 800 D 75 Workin Da M' uel Rfck S. 0.0°k 11/122021 11/122027
10x292021 of la una Woods Pavement Mana ement Pian Pro act Moulton Pe S 772,969.00
S 65,184.00
1300
5
0 0
0
20 WorWn Da Maurice
Je L.
Rkk S.
Jor O.
Gio 0.0°.6
0.0°.6
111 11M82027 FedEx
34114 72!22021 C' of Lon Beach PineAve. A uarium Way. & Queens W
34118 72x22027 The Metro titan Water District of Skinner Fac" Area Paving I S 1.936,877.00 11 150 153 D 140 Worki~ D Edward John W 0.0°k
1222021 C of EI Monte Treffic Calmin Plan with Class IV Bike Lanes 5 897 02A.16 2870 11 0 120 Workin D Gordon Jim H. Gio 0.0%
12IB~2021 Riverside ConaWction toms LinCa California SVeet Widenin S 525,350.00 5110 0 D Maurice AK 0.0°k
34154 12/7!2021 C of N R Beach Jamboree Road Pavement Rehabilitation and Reelaime S 3.955,555.55 19950 700 0 80 Workin Da Kim Rick S 0.0°,6
1?112021 Couch 8 Sons POLE - Criticd Valve Re acement S 39,680.00 162 0 D 90 Colander D Gordon AR 0.0°k
34134 12/82021 Coun of RFroralde Trans rtatlon Rancho Catlifomia Road and Anza Road S '1.049,260.40 5200 9 8 Ni 14 D Edward John 0.0°k
12M02021 of Hundn on Beach Junior Lif uard Parkin Lot Part of Mnual Contract 5 608,710.44 2523 10 0 30 WorWn D Jim Jor a O.
34141 12/13!2021 C' of ManhaGan Beach Stu Seal Pro'ect CenVal Area of Sand Sectlon S 673,275.00 50 0 D 45 WoArin 0 Brian Darren 0.0°.6
12/742021 W Burbank LoeaUReaidentlal Street Rehab Phase 1 of C b 2 5 7.761,320.00 51100 918 D 140 Workin D Gordon John M Deonne 0.0°k
121152021 C of La una N uel N uN Road ARa Terta To H' hlands Avenue Paveme $ 866,924.00 3375 I 220 D 60 Workin 0 Maurice Rick S Gio 0.0%
1?l15/2021 Eastern Munici Watx DiaViet Pavin R r at Murtieta Rd 8 Mer rite Rd-Murriefa $ 63,000.00 150 0 N ht 25 Worldn 0 Au uatlne John W. Gio 0.0°~
'1?J16/2021 R.V. Concrete Caltra~ 0&1)2104 Route 60 Chino S 122,100.00 780 0 Ni M 370 Workin D Jim Art
12/162021 North foMana InveatrneM Com OffSRe Im rovements in Sierra Avenue Duncan Can S 1,989.000.00 13000 1500 Da 120 Workin D M' uN Jim N. 0.0°k
1 2/7 72 021 of Santa Ana 2022 As halt Pothob R r S 552,770.00 900 0 Da 365 Calendar D Maurice Art 0.0°h
12!21/2021 of N rt Beach lfia Lido Soud and Nord Pavememnt Rehabilita0on S 958.859.00 4268 63 D 80 Worltin D IGm Rick Glo O.Mk
1?J212021 Beazer Homan Palomar MCVicar 8 Grand SL nin 8 Stri n Im S 1,177,177.00 D MI uet O.W,6
12/72021 of Yucai Ounla Blvd. Bride S 29.000.00 150 0 Da 100 Calendar ~ Gordon Art 0.0°.6
Month Total S 23,271.176.55 S 120.683.00
rent Low Total S 64.673,582.90 S 324.330.00 ~
Public Works Backlo S 270,747.503.82
4.1.1 The performance, non-performance, default, violation, or breach of a contract or
agreement?
q YES 'C~ NO
4.1.2 A vehicle collision or accident involving your firm's employees?
YES q NO U ~~ gu ~ ~~ S
~M ~
4.1.3 Damage to real property arising out of your services or operations?
q YES ~NO
4.1.4 Employment-related litigation brought by an employee of your firm?
YES q NO ~~5~ (~ ~`~
~2~2~2 1
4.1.5 Payment to a subcontractor or supplier?
q YES ~NO
4.1.6 Defective, deficient, or substandard work?
q YES ~NO
If the answer to any questions in 4.1.1 to 4.1.6 is YES, identify the name of the person or
entity that sued (i.e., "the plaintiff°) or was involved in the mediation or arbitration; list the
date, court, court address, and case number; describe the facts and circumstances giving
rise to the lawsuit, mediation, or arbitration; and set forth the outcome or disposition. Attach
additional sheets as necessary.
4.2 Have you or your firm ever filed a claim for damages or a lawsuit, or requested arbitration
or mediation, against a government entity or a Client?
q YES ~ NO
If YES, identify the government entity or client; list the date, court and case number;
describe the facts and circumstances about the claim for damages, or the lawsuit, or both;
and set forth the outcome or disposition. Attach additional sheets as necessary.
4.3 Are there any pending or outstanding judgments or liens against you, your firm, or any of
its owners, partners, officers, or employees?
q YES ~ NO
If YES, identify the name of the person or entity entitled to payment; list the date court and
case number; describe the facts and circumstances giving rise to the judgment or lien; and
set forth the amount of the judgment or lien. Attach additional sheets if necessary.
4.4 In the past five (5) years, has any government entity ever: (a) investigated, cited, disciplined,
Page 39 of 190
or assessed any penalties against you, your firm, or any of its owners, partners, officers, or
employees, or (b) determined or concluded that your firm or any of its owners, partners,
officers, or employees violated any laws, rules, or regulations?
q YES ~ NO
If YES, identify the government entity; list the date, and describe the facts and
circumstances about each instance. Attach additional sheets as necessary.
4.5 In the past flue (5) years, have you, your firm or any of its owners, partners, o~cers or
employees been convicted of a crime related to the bidding of a government contract, the
awarding of a government contract, or the performance of a government contract?
("Convicted" includes a verdict of guilty by a judge or jury, a plea of guilty, a plea of nolo
contendere, or a forfeiture of bail.)
q YES ~NO
If YES, identify the government entity; list the date, court and case number; describe the
facts and circumstances about each instance; and set forth the penalty or punishment
imposed. Attach additional sheets as necessary.
4.6 In the past five (5) years, have you, your firm, or any of its owners, partners, officers or
employees been convicted of a crime involving embezzlement, theft, fraud, forgery,
bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records
or evidence, or receiving stolen property, or making or submitting a false claim?
q YES ~NO
If YES, identify the crime or offense; list the date, court and case number; describe the
facts and circumstances about each instance; and set forth the penalty or punishment
imposed. Attach additional sheets as necessary.
4.7 Have you or, if Bidder is a corporation, any principal of the corporation ever been
convicted of a felony?
q YES ~NO
If YES, please explain the details of that conviction and, if so, whether you or said officer
have served his or her sentence.
4.8 In the past five (5) years, has a government entity determined or concluded that you, your
firm, or any of its owners, partners, officers or employees made or submitted a false claim
(including a false claim for payment), or made a material misrepresentation?
q YES ~NO
If YES, identify the government entity, and describe the facts and circumstances about
each instance. Attach additional sheets as necessary.
Page 40 of 190
4.9 Have you or your company ever been charged by any governmental agency for failure to
follow safety procedures? If YES, please explain.
q YES ~ NO
4.10 Has any governmental agency ever submitted a complaint against you or your firm to the
California State Labor Commission for failure to submit certified payrolls? If your answer
is "Yes", please provide the details of such complaint.
q YES ~NO
5. FIRM'S OPERATIONAL STATUS
5.1. In the past seven (7) years, has your firm, or anyone else acting on behalf of your firm, filed
for bankruptcy, insolvency, receivership, or reorganization?
q YES ~NO
If YES, list the filing date, identify the court and case number; describe the facts and
circumstances giving rise to each instance; and set forth the disposition or current status.
Attach additional sheets as necessary.
5.2. In the past five (5) years, has your firm had an consolidations, mergers, acquisitions,
closings, layoffs or staff reductions?
q YES ~ NO
If YES, list the filing date, and describe the facts and circumstances about each instance.
Attach additional sheets as necessary.
5.3. Is your firm in the process of, or in negotiations toward: (a) consolidating, merging, selling,
or closing its business, or (b) laying off employees or reducing staff?
q YES ~NO
If YES, describe the transaction; list the anticipated date for completing the transaction,
laying off employees, or reducing staff; and describe the facts, circumstances, and reason
for taking the action. Attach additional sheets as necessary.
6. BIDDING; DEBARMENT; CONTRACT PERFORMANCE
6.1. Has a government entity ever debarred, disqualified, removed, suspended, or otherwise
prevented you or your firm from bidding on, contracting, or completing a construction
project?
q YES ~NO
Page 41 of 190
If YES, identify the name of the government entity, list the date, and describe the facts
and circumstances about each instance, and state the reason for the government entity's
action against your firm. Attach additional sheets as necessary.
6.2. Has a government entity ever rejected your firm's Bid or Proposal on the ground that you
or your firm is a "non-responsible" bidder or proposer?
q YES ~ NO
If YES, identify the name of the government entity, list the date, describe the facts and
circumstances about each instance, and state the reason or basis for the government
entity's determining that your firm was a "non-responsible" bidder. Attach additional
sheets as necessary.
6.3. Have you or your firm ever failed to fulfill or perform —either partially or completely — a
contract or an agreement with a government entity or a client?
q YES ~NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6.4. In the past five (5) years, have you or any officer or principal of your firm been an officer of
another firm which failed to perform a contract or agreement?
q YES ~NO
If YES, list the date, and describe the facts and circumstances about each instance. Attach
additional sheets as necessary.
6.5. Has your firm ever advised a government entity or a client, while your firm was under
contract with the government entity or client, that your firm could not (or would not) fulfill or
perform —either partially orcompletely —the contract or the agreement based on the prices
that your firm had originally submitted in a Bid or a Proposal?
q YES ~ NO
If YES, list the date, identify the name of the government entity or client, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6.6. Has your firm ever requested a government entity or a client, while your firm was under
contract with the government entity or client, to renegotiate one or more terms of the existing
contractor agreement?
q YES ~ NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
Page 42 of 190
6,7. Has your firm ever requested a government entity or a client, while your firm was under
contract with the government entity or client, to: (a) cancel the contract or agreement, or
(b) release or discharge your firm form the contract or agreement?
q YES ~NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6,8. Has a government entity or a client ever terminated, suspended, ornon-renewed your
firm's contract or agreement before its completion?
q YES ~ NO
If YES, identify the name of the government entity, list the date, and describe the facts
and circumstances about each instance. Attach additional sheets as necessary.
6.9. Has a government entity or a client ever notified or advised your firm that your firm's
performance under a contract or agreement was poor, sub-standard, deficient, or non-
compliant?
q YES ~NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6,10. In the past five (5) years, has your firm paid, or has your firm been assessed, liquidated
damages on a contract or agreement?
q YES ~NO
If YES, identify all such contracts/projects by owner, owner's address, the date of
completion of the project, amount of liquidated damages assessed, and all other information
necessary to fully explain the assessment or payment of liquidated damages. Attach
additional sheets as necessary.
7. INSURANCE AND BONDS
7.1. In the past ten years, has an insurance company or a surety company:
7.1.1. Refused to insure your firm for liability coverage?
q YES ~NO
7.1.2. Canceled or non-renewed your firm's insurance coverage?
q YES ~NO
7.1.3. Refused to issue your fi►m a bond?
q YES ~NO
Page 43 ot~ 190
7.1.4. Canceled or revoked a bond obtained by your firm?
q YES L~J NO
If the answer to any questions in 7.1.1 to 7.1.4 is YES, identify the name of the insurance
company or surety company, list the date, and describe the facts and circumstances about
each instance. Attach addition sheets as necessary.
7.2 In the past ten (10) years, has an insurance company or surety company made any
payments on your firm's behalf as a result of a default, to satisfy any claims against a
performance bond, payment bond, or maintenance bond issued on your firm's behalf?
q YES ~NO
If YES, identify each contract completed or amount of each claim, the name and telephone
number of the claimant, the date, grounds and current status of the claim, and if resolved,
the method, nature, and amount of the resolution. Attach addition sheets as necessary.
8. SURETY
8.1 If a performance and/or payment bond is required by this bid, identify the bonding company
if arrangements for the bond have been made; if not, identify the bonding company for the
Contractor's most recent project:
Fidelity and Deposit Company of Maryland
8.2 Name and address of agent:
Foundation Risk Partners, Corporation dba. Millenniuum Risk Management &Insurance Services
All of the above statements as to experience, financial qualifications, and available plant and equipment are submitted
in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed
by the Bidder.
hereby certify under penalty of perjury under the laws of the state of California that the representation made herein
are true and correct.
Signature of Bidder ~~~'~
Edward J. Carlson, Vice President
Page 44 of 19U
BIDDER'S EXPERIENCE FORM
PROJECT NAME: Pacific Blvd., Santa Fe &Vernon Ave. Street Improvements Contract No. CS-1204
COMPANY NAME: All American Asphalt
***Please use additional sheets if necessary
List below the project information that establishes that Bidder meets the essential requirements for qualification set forth in the Mandatory Qualifications paragraph of the Notice
Inviting Bids for this Project.
CONTRACT CONTRACT CONTRACT PROJECT NAME AND CONTACT PHONE
START DATE FNS ~ATF ~ AMnUNT A~FN~:Y annRF~~ rnniTorT nionn~ nii innR~a
2
3
07/2020 12/2020
2020 Fail Pavement
Rehabilitation Pro~ect 303 East B Street
Arian Kern g09-395-2129
X2,499,333 ;
Cit of Ontario Ontat"10, CA 91764
i
i
05/2020 11 /2020 $5,295,068
Annual Residential Street 205 S. Willowbrook Ave
Brittany Duhn
bduhn@zandk
consultants.com Rehabilitation -Phase 1 Compton, CA 90220
City of Compton
07/2020 11 /2020 $2,424,6941
Came Highlands Street 100 Civic Center Drive
Patricia Kharazmi 949-644-3344 Reconstruction Newport Beach, CA 92660
City of Newport Beach
All of the above statements as to experience are submitted in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information
is guaranteed by the Bidder. I hereby certify under penalty of perjury under the laws of the state of California that the representation made herein are true and
correct.
Signature of Bidder ~~-~ ~—~
Print name: Edward J. Carlso ,Vice President
State of California Contractor's License No. 267073
Contractor's License expiration date 01 /31 /2022
Page 4~ of 190
2020
PAST WORK REFERENCES
City of Ontario
303 East B Street
Ontario, CA 91764
Contact: Ariana Kern (909) 395-2129
akern~ontarioca.c~ov
City of Loma Linda
25541 Barton Road
Loma Linda, CA 92354
Contact: T. Jarb Thaipejr (909) 799-4400
jthai~elr(a~lomalinda-ca.gov
City of Jurupa Valley
8920 Limonite Avenue
Jurupa Valley, CA 92509
Contact: Chase Keys (951) 332-6464
ckeys(a~jurupavalle~org
County of Orange
601 N. Ross Street, 4th Floor
Santa Ana, CA 92701
Contact: Albert Rodriguez
albert.rodriquez(a~ocpw.ocgov.com
City of Compton
205 S. Willowbrook Avenue
Compton, CA 90220
Contact: Brittany Duhn (Z & K Consultants)
bduhn ,zandkconsultants.com
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Contact: Joe Fuentes (714) 536-5259
jfuentes(a~surfcity hb.org
2020 Fall Pavement Rehabilitation Project
Contract Amount: $2,499,333.00
Start Date: 07/2020
End Date: 12/2020
Pavement Rehabilitation —Barton Road
Contract Amount: $768,677.00
Start Date: 04/2020
End Date: 12/2020
Granite Hill Drive Pavement Rehabilitation
Contract Amount: $999,777.00
Start Date: 04/2020
End Date: 10/2020
JOC Pavement Maintenance
Contract Amount: $2,584,747.69
Start Date: 07/2020
End Date: 08/2020
Annual Residential Street Rehabilitation —
Phase 1
Contract Amount: $5,295,068.00
Start Date: 05/2020
End Date: 11 /2020
Arterial Rehabilitation of Graham St, Slater
Ave, Newland St and Atlanta Ave
Contract Amount: $5,181,955.00
Start Date: 05/2020
End Date: 11 /2020
zozo
PAST WORK REFERENCES
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Contact: Patricia Kharazmi (949) 644-3344
pkharazmi(a~newportbeachca.gov
City of Westminster
8200 Westminster Boulevard
Westminster, CA 92683
Contact: Theresa Tran (714) 548-3460
ttran(a~westminster.ca.gov
Crescents Valley Water District
2700 Foothill Boulevard
La Crescents-Montrose, CA 91214
Contact: Brook Yared (818) 236-4117
byared(a~cvwd.com
City of Alhambra
111 S. 1St Street
Alhambra, CA 91801
Contact: Robert Bias (626) 580-5000
rbias(c~citvofalhambra.org
County of Ventura
800 S. Victoria Avenue, #1600
Ventura, CA 93009
Contact: Matt Maechler (805) 477-1911
matthew. maechler(a~ventura.orq
City of Camarillo
601 Carmen Drive
Camarillo, CA 93010
Contact: Thang Tran (805) 388-5345
ttran na citvofcamarillo.orq
Cameo Highlands Street Reconstruction
Contract Amount: $2,425,694.00
Start Date: 07/2020
End Time: 11/2020
Citywide Overlay Street Improvements
Contract Amount: $1,131,621
Start Date: 02/2020
End Date: 06/2020
Final Paving of Pennsylvania Ave
Contract Amount: $82,620.00
Start Date: 02/2020
End Date: 04/2020
2020 HUD Street Improvements Project
Contract Amount: $300,433.00
Start Date: 06/2020
End Date: 10/2020
Yerba Buena Rd. (South) Pavement
Resurfacing
Contract Amount: $2,298,467.40
Start Date: 03/2020
End Date: 06/2020
Earl Joseph Drive Paving
Contract Amount: $681,901.50
Start Date: 06/2020
End Date: 07/2020
PAST WORK REFERENCES
City of Norco
2870 Clark Avenue
Norco, CA 92860
Contact: Sam Nelson (951) 270-5607
snelson ~ci.norco.ca.us
City of Orange
300 E. Chapman Avenue
Orange, CA 92886
Contact: Martin Varona (714) 744-5563
mvarona(a~cit ofj~orange.org
FY 2019-2020 Slurry Seal Project
Contract Amount: $147,708.97
Start Date: 06/2020
End Date: 12/2020
Annual Slurry Seal FY 19-20 Various
Locations
Contract Amount: $377,737.78
Start Date: 06/2020
End Date: 12/2020
2019
PAST WORK REFERENCES
City of Simi Valley
2929 Tapo Canyon Rd.
Simi Valley, CA 93063
Contact: Sarah Sheshebor (805)583-6792
sshesheb ncr,simivalley.orq
County of Ventura
501 Poli Street
Ventura, CA 93001
Contact: Christopher Solis (805) 654-2054
ch ris. sa I is(cr~.ventu ra . orq
City of Stanton
7800 Katella Avenue
Stanton, CA. 90680
Contact: Guillermo Perez (714) 890-4204
gperez(a~ci.stanton.ca.us
City of Compton
205 S. Willowbrook Avenue
Compton, CA. 90220
Contact: John Strictland (310) 605-5505
jstrictland na comptoncit~org
City of San Clemente
910 Calle Negocio
San Clemente, CA. 92673
Contact: Darra Koger (949) 361-3138
kogerD~san-Clemente. orq
City of South Gate
8650 California Avenue
South Gate, CA. 90280
Contact: John Rico (323) 563-9594
irico(~sogate.orq
Simi Valley Minor Street Rehabilitation
Contract Amount: $510,124.25
Start Date: 07/2019
End Date: 08/2019
Yerba Buena Area Resurfacing Project
Contract Amount: $3,919,808.95
Start Date: 06/2019
End Date: 12/2019
2019 Citywide Street Resurfacing
Contract Amount: $1,206,869.00
Start Date: 10/2019
End Date: 12/2019
Road Repair Service (Pothole Repair)
Contract Amount: $1,019,100.00
Start Date: 08/2019
End Date: 11 /2019
Street Rehabilitation for S. Avenue LA
Esperanza
Contract Amount: $384,055.00
Start Date: 09/2019
End Date: 10/2019
Circle Park Driveway Project
Contract Amount: $268,576.00
Start Date: 06/2019
End Date: 09/2019
2o~g
PAST WORK REFERENCES
Pardee Homes
1250 Corona Pointe Court, Ste. 600
Corona, CA. 92879
Contact: Nick Lasher (951) 428-4442
nick.lasher(cr~~pardeehomes.com
City of Fontana
8353 Sierra Avenue
Fontana, CA. 92335
Contact: Kimberly Young (909) 350-7632
k Lr a_unc~(a~fontana.orq
DR Horton
2280 Wardlow Circle Ste. 100
Corona, CA. 92880
Contact: Keith Alex (951) 830-5872
kalex(a~drhorton.com
Irvine Community Development Company
550 Newport Center Dr. Ste. 550 B2
Newport Beach, CA. 92660
Contact: Mike Morse (949) 720-2560
City of Downey
11111 Brookshire Avenue
Downey, CA. 90241
Contact: Desi Gutierrez, (562) 904-7110
dqutierr(cr7,downeyca.orq
Railroad Canyon Widening
Contract Amount: $5,062,746.00
Start Date: 11/2018
End Time: 08/2019
Citrus Avenue Improvements
Contract Amount: $502,730.00
Start Date: 08/2018
End Date: 10/2019
Singlton Road
Contract Amount: $1,684,000.00
Start Date: 07/2018
End Date: 12/2019
Portola Springs PA-6 Enclave 5B Phase1, 2
Contract Amount: $2,055,055.00
Start Date: 09/2018
End Date: 12/2019
FY 18/19 Slurry Seal Project
Contract Amount: $313,425.87
Start Date: 06/2019
End Date: 12/2019
2019
PAST WORK REFERENCES
City of Chino
PO Box 667
Chino, CA. 91708
Contact: Dustin Postovoit (909) 334-3415
apostovoit(a~citvofchino.orq
City of Lancaster
44933 Fern Avenue
Lancaster, CA. 93534
Contact: Greg Wilson (661) 570-8003
Wilson ~cityoflancasterca.orq
City of Colton
650 N. La Cadena Dr.
Colton, CA. 92324
Contact: Victor Ortiz (909) 370-5099
vortiz(7coltonca. qov
City of Cathedral City
68700 Ave Lalo Guerrero
Cathedral City, CA. 92234
Contact: John A. Corella (760) 770-0349
lcorella ~ci.cathedralcity.gov
City of San Clemente
910 Calle Negocio
San Clemente, CA. 92673
Contact: Gary Voborsky (949) 361-6132
voborskyc~(c~san-clemente.orq
Slurry Seal Maintenance Work
Contract Amount: $372,805.00
Start Date: 1/2019
End Date: 12/2019
2018 Pavement Management Program
Contract Amount: $2,720,103.65
Start Date: 3/2019
End Date: 12/2019
FY 18-19 Asphalt Paving Project
Contract Amount: $1,377,700.00
Start Date: 3/2019
End Date: 11 /2019
Ortega Road Widening
Contract Amount: $459,998.00
Start Date: 2/2019
End Date: 12/2019
Arterial Street Pavement Maintenance
Contract Amount: $1,187,187.00
Start Date: 3/2019
End Date: 7/2019
«2018"
PAST WORK REFERENCES
City of Moreno Valley
14177 Frederick St.
P.O. Box 88005
Moreno Valley, CA 92552
Contact: Henry Ngo, P.E., (951)413-3106
henryn@movai.or~
City of Aliso Viejo
12 Journey Street Ste #100
Aliso Viejo, CA 92656
Contact: Mari Shakir, (949)425-2556
Mshakir@citvofalisovieio.com
City of Jurupa Valley
8304 Limonite Avenue Suite M
Jurupa Valley, CA 92509
Contact: Chase Keys, (951)332-6464
ckeys@iurupavallev.or~
City of Irwindale
5050 N. Irwindale Avenue
Irwindale, CA 91706
Contact: Richard Corpis, (626)430-2200
Alessandro Blvd. Street Improvements at
Chogall Court and Graham Street
Contract Amount: $445,821.50
Start: 05/2018
Complete: 11/2018
Aliso Creek and Road Rehab
Contract Amount: $657,770.00
Start: OS/2018
Complete: 10/2018
Van Buren Blvd. Pavement Rehab.- PH2
Contract Amount: $781,845.00
Start: 08/2018
Complete: 09/2018
rcorpis@ irwindaleCA.~ov
Irwindale 2017-2018 Resurfacing Project
Contract Amount: $285,503.10
Start: 07/2018
Complete: 08/2018
"2018"
PAST WORK REFERENCES
County of Los Angeles
P.O. Box 7508
Alhambra, CA 91802
Contact: Hoda Hassan, (626)458-3144
HHASSAN@dpw.lacounty.~ov
City of Rolling Hills Estates
4045 Palos Verdes Drive
Rolling Hills Estates, CA 90274
Contact: Scott Gibson (909)210-0548
s~ibson@hr~reen.com
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Contact: Jim Escutia (714)536-5525
iescutia@surfcity-hb.or~
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Contact: Jazmine Pena (909) 350-6648
jpena@fontana.or~
Pine Canyon Road
Contract Amount: $3,288,999.00
Start: 06/2018
Complete: 11/2018
2017-18 Street Resurfacing Project
Contract Amount: $1,203,292.50
Start: 03/2018
Finish: 09/2018
Heil and Main Street
Contract Amount: $2,285,562.00
Start: 11/2017
Finish: 06/2018
Valley Blvd. Median Improvement Project
Contract Amount: $164,715.00
Start: 03/2018
Finish: 05/2018
"2018"
PAST WORK REFERENCES
City of Lake Forest
25550 Commercentre Drive
Lake Forest, CA 92630
Contact: Taylor Abernathy, (949)461-3490
tabernathv@lakeforestca.~ov
City of La Quinta
74-495 Calle Tampico
La Quinta, CA 92253
Contact: Ubaldo Ayon Jr., (760)777-7051
uavon@la-quinta.or~
City of Canyon Lake
31516 Railroad Canyon Road
Canyon Lake, CA 92587
Contact: Kenneth Bailey, (951)244-2955
kennethbailev@caaprofessionals.com
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Contact: Alfred Castanon, (949) 644-3314
ACastanon@newportbeachca.~ov
Bake Parkway at Trabuco Road
Contract Amount: $121,621.00
Start: 02/2018
Finish: 06/2018
FY 16-17 Phase 2 Desert Club
Contract amount: $697,474.76
Start date: 06/2017
Finish date 12/2017
Slurry Seal FY 2017-2018 Railroad Canyon/
Canyon Lake Drive
Contract amount: $263,241.63
Start date: 03/2018
Finish date: 12/2018
West Coast Highway Landscape Improvements,
Phase 1, Contract No. 7189-1
Contract amount: $604,284.50
Start date: 06/2018
Finish date: 11/2019
"2018"
PAST WORK REFERENCES
Town of Apple Valley
14955 Dale Evans Parkway
Apple Valley, CA 92307
Contact: Rich Berger, (760)240-7000 ext 7530
rber ~er@applevalley.org
City of Indian Wells
44-950 Eldorado Drive
Indian Wells, CA 92210
Contact: Ken A. Seumalo, P.E., (760)346-2489,
kseumalo@IndianWells.com
Navajo Road Rehabilitation
Contract amount: $849,182.00
Start date: 07/2017
Finish date: 12/2017
Cook Street Rubberized Pavement Overlay
Contract amount: $599,599.59
Start date: 05/2018
Finish date: 12/2018
CONTRACTOR SAFETY QUESTIONNAIRE
Company Name: All American Asphalt
Primary Type of Work: Paving, Grading, Concrete, Grinding, Utility Adjustment, Slurry Seal, Paving Fabric
Person Completing Form:
Title: Vice President
Date: ~2"
Edward J. Carlson
Phone Number: 951-736-7600
SAFETY PERFORMANCE
1. List your company's Interstate Experience Rating Modifier (ERM)1 for the three most recent years.
20 20 97%
2019 89%
20 ~ $ 67%
2. List your company's number ofinjuries/illnesses from your OSHA 300 logs for the three most recent years.
20 20 20 19 20 18
a. Fatalities 0 0 ~—
b. OSHA recordable incidents 16 2~ z6
c. Lost work day incidents 23 22 29
d. Total lost work days 78~ X36 1173
@. Total hours worked 1205550 1315501 1375983
3. Upon request from the City, the contractors) shall provide copies of the following items (a-g); and Items (d-
g) for each listed Subcontractor
a). OSHA 300 logs for the most recent three years
and current year-to-date
b). Verification of ERM from your insurance carrier
c). Injury/Illness Report
d). Complete written Safety Program
4. Company Safety Contact:
a. Name David Pease
b. Phone 951-818-3936
e). Training Plans
fl. Training Certificates for Employees
g). Emergency Response Training
1 ERM =applies to workers' compensation policies. It compares the experience of this contractor to others of similar size, type
and ratio. Used against annual premium. It has a direct correlation to how much the contractor pays in workers' comp premium.
Page 46 of 190
CONTRACTOR SAFETY QUESTIONNAIRE (continued)
SAFETY PROGRAM
SAFETY PROGRAM DOCUMENTATION C' cle One
a. Do you have a written safety program manual? Ye No
1) Last revision date
b. Do you have a written safety field manual? Ye No
c. Are all workers given a booklet that contains work rules,
responsibilities, and other appropriate information? Yes No
2. POLICY AND MANAGEMENT SUPPORT
a. Do you have a safety policy statement from an officer of es No
the company?
b. Do you have a disciplinary process for enforcement es No
of your safety program?
c. Does management set corporate safety goals? Yes No
d. Does e cutive management review:
Accident reports? Y-~ No
Safety statistics? No
Inspection reports? Ye No
e. Do you safety pre-qualify subcontractors? e No
f. Do you have a written policy on accident reporting Ye No
and investigation?
g. Do you have alight-duty, return-to-work policy? Y No
h. Is safety part of your supervisor's performance evaluation? Yes No
i. Do you have a personal protective equipment (PPE) policy? ~e No
U
j. Do you have a written substance abuse program? e No
If yes, does it include (check all applicableboxes):
,Pre-employment testing .[~ Return-to-duty testing
,~ Random testing ~ Disciplinary process
Reasonable cause testing Alcohol testing
Post accident testing National Institute on Drug Abuse
~] Panel Screen
k. Does each level of management have assigned safety Y s No
duties and responsibilities?
Page 47 of 190
3. TRAINING AND ORIENTATION
a. Do you conduct safety orientation training for each
employee? ~ No
b. Do you conduct site safety orientation for every Yes No
person new to the job site?
c. Does your safety program require safety training meetings? ~ No
for each supervisor (foreman and above)?
How often?
q Weekly ❑Monthly Quarterly ❑Annually ❑Other
d. Do you hold tool box/tailgate safety meetings
focused on your specific work operations/exposures? ~ No
How ofte ? v~~,~ ~~ ~ ~ "
Weekly ❑Daily Other ~~S ~1 ~L~-~r~
e. Do you require equipment operation/certification training? l~e~ No
4. ADMINISTRATION AND PROCEDURES
a. Does your written safety program address
administrative procedures? Yes No
If yes, check which apply:
Pre project/task planning
Record keeping
Safety committees
3 HAZCOM
Substance abuse prevention
Return-to-work
b. Do you have project safety committees?
3 Emergency procedures
~Auditslinspections
Accident investigations/reporting
Training documentation
Hazardous work permits
Subcontractor prequalification
~,
Yes
c. Do you conduct job site safety inspections? Yes No
How often?
[✓~ Daily ❑Weekly ❑Monthly ❑Other
Do these inspections includes a routine safety
inspection of equipment (e.g., scaffold, ladders, fire
extinguishers, etc.)? ~ No
d. Do you investigate accidents? ~ No
How are they reported?
,~ Total company ~By superintendent
q By project q By project manager
~i] By foreman ~/ In accordance with OSHA
e. Do you discuss safety at all preconstruction and progress meetings? Ye No
Page 48 of 190
•
f. Do you perform rigging and lifting checks prior to lifting? Yes No
q For personnel ❑For equipment ❑Heavy lifts (more than 10,000 Ibs.)
5 WORK RULES
a. Do you periodically update work rules?
When was the last update?
e No
b. What work practices are addressed by your work rules?
CPR/first aid Access—entrances/stairs
Barricades, signs, ~/ Respiratory protection
and signals
q Blasting Material handling/storage
,[] Communications Temporary heat
q Compressed air and gases ehicle safety
,0 Concrete work ~raffic control
,~ Confined-space entry ❑Site visitor escorting
q Cranes/rigging and hoisting Public protection
q Electrical grounding Equipment guards and grounding
Environmental controls and ~ Monitoring equipment
Occupational health
(Emergency procedures ,~ Flammable material handling/storage
,~ Fire protection and prevention ❑Site sanitation
q Floor and wall openings ~ Trenching and excavating
Fall protection Lockout/Tagout
Housekeeping Energizedlpressurized equipment
adders and scaffolds
Mechanical equipment/ Personal protective equipment
maintenance/pre-op checks/ Tools, power and hand
operation ❑Electrical power lines
q Welding and cutting (hot work) ❑Other
OSHA INSPECTIONS
a. Have you been inspected by OSHA in the last three years? ~~e~ No
_~
b. Were these inspections in response to complaints? Yes
c. Have you been cited as a result of these inspections? Ye No
If yes, describe the citations (add additional sheets if necessary):
VJ ~ ✓e c~ ~ ~.~ c~ ~ 1/.e. ~ y b'l~t-~ ~~ ~ ~.e vl.~~u- ~ C c~~{-~ ~~ ~`o ~S ~ (- a ~,~ ~~; ~.~ i~ 9 C~~..~'r~-'~ ~ ~~t ~—~
n V tiVt I"`~ ~~ J Cis ~ ~~ Cr~c~~~ ~►'~( UJ~~t ~~N' /~i~kc~ ~ir.~o~.~ IS~V~S' Cc~.~. ~-~ ~cfz~]~ ~..
CjUa✓rr~s ~~`~f j~,l~~[- ~D~~. /~l ( Ct ~.c~F Ca~r~hv~-~-~ (~J,cJ~C Cor►°c~~{~~ q~.H-r,~ ~L~`t- Yt.~ rye ~-f -i~~~t
~G Qu✓
COt~t S,{~v ~ ~i ~k !iC f ~vi~Y j ,
Page 49 of 190
DESIGNATION OF SUBCONTRACTORS
NAME OF BIDDER: All American Asphalt
Each Bidder must list, on the form provided on the next page, each Subcontractor who will perform work or labor or
render service to the Contractor in or about the construction of the Work or improvement, or a Subcontractor licensed
in the State of California who, under subcontract to the Contractor, specially fabricates and installs a portion of the
Work or improvement according to detailed drawings contained in the Drawings and Specifications, in an amount in
excess of one-half of one percent of the Contractors Base Bid Amount. Each Subcontractor must have an active and
current license, and all requisite specialty certifications, when listed.
Bidder must provide the following information for EACH Subcontractor.
1. The name of the Subcontractor;
2. The trade and type of work that the Subcontractor will perform;
3. Location (address) of Subcontractor's place of business;
4. Subcontractor's license number; and any specialty licenses; and
5. Dollar value of the Work that the Subcontractor will perform.
Subletting or subcontracting of any portion of the Work in excess of one-half of one percent of the Contractor's Base
Bid to which no Subcontractor was designated in the original Bid shall only be permitted incases of public emergency
or necessity, and then only after a finding reduced to writing as a public record of the City setting forth the facts
constituting the emergency or necessity.
If the Contractor violates any of the above provisions the Contractor may be in breach of this Contract and the City
may exercise the option, in its own discretion, to (1) cancel this Contract, or (2) assess the Contractor a penalty in an
amount not more than ten percent (10%) of the amount of the subcontract involved, and this penalty shall be deposited
in the fund out of which the prime Contract is awarded.
If the Contractor fails to specify a Subcontractor, or if the Contractor specifies more than one Subcontractor for the
same trade or type of Work to be performed under the Contract in excess of one-half of one percent of the Contractor's
Base Bid Amount, then the Contractor agrees that he/she is fully qualified to perform that Work himself/herself, and
that he/she shall perform that Work himself/herself. If after award of Contract, the Contractor subcontracts any such
Work, the Contractor will be subject to the statutory penalties.
DESIGNATION OF SUBCONTRACTORS FORM
IS ON THE FOLLOWING PAGE
Page SU of 190
Please type or legibly print (attach additional sheets as necessary).
Name of Subcontractor Email Contact
Information
Trade and Type
of Work to be
Performed
Business Location
SI,~Qer~or pa~eme~t
G(Y IL t'1 S
ar r~;,~sNpc►-io
Qc~~/. h'1 a nr
~"Y~Y►~f~ •CDC»
Sti i~~n~ c~.
m~ r ~` ~ ~ S ~\r `-~~ > T t' ~ ~~ ~i~}'
~Yh'1 ~ 1~► c Gl n ~(/1 v~ m ~ ~?
S`I ST-e ►'n S t n G •
m~ ~ r i C~ a~~~ rn f,~ ,
P~' '~►'a ~ ~
~~~ h1 G~f~ G~i
(-~}(~►t-dr~ ~~} PrUf~ssid~~n 1
Ern ► n ~er~ n
~vh~t+in~ ~
~~en~~nerinv~ ~lecfiri C o~ i ~; Pv~en~.
License
Number
Public Works
Contractor
Registration
Number
Dollar (~) Value
~~ ~30~o i0o~000i4-~t~ ~3~~~f~Z
v~~~~U ~ io~000~Zo-~ ~ ~+ , ~-a
1`~~'~ t~~ ~~37?~00~ `~ (~ t ~ ? ~
Page 51 of 190
The Contractor shall not:
A. Substitute any person as Subcontractor in place of the Subcontractor listed in the original Bitl, except that
the City may consent to the substitution of another person as Subcontractor in any of the following
situations:
1. When the Subcontractor listed in the Bid, after having had a reasonable opportunity to do so, fails or
refuses to execute a written contract for the scope of Work specified in the Subcontractor's bid and
at the price specified in the Subcontractor's bid, when that written contract, based upon the general
terms, conditions, Drawings and Specifications for the Project or the terms of Contractor's written
Bid, is presented to the Subcontractor by the Contractor;
2. When the listed Subcontractor becomes insolvent or the subject of an order for relief in bankruptcy;
3. When the listed Subcontractor fails or refuses to perform his/her subcontract;
4. When the listed Subcontractor fails or refuses to meet the bond requirements of the Contractor as
set forth in Public Contract Code Section 4108;
5. When the Contractor demonstrates to the City that the name of the Subcontractor was listed as the
result of an inadvertent clerical error;
6. When the listed Subcontractor is not licensed pursuant to the Contractors License Law;
7. When the City determines that the Work performed by the listed Subcontractor is substantially
unsatisfactory and not in substantial accordance with the Drawings and Specifications, or that the
Subcontractor is substantially delaying or disrupting the progress of the Work;
8. When the listed Subcontractor is ineligible to work on a public works project pursuant to Section
1777.1 or 1777.7 of the Labor Code; or
9. When the City determines that the listed Subcontractor is not a responsible contractor.
B. Permit any subcontract to be voluntarily assigned or transferred or allow it to be performed by anyone
other than the original Subcontractor listed in the original Bid, without the consent of the City.
C. Other than in the performance of "change orders" causing changes or deviations from the original
Contract, sublet or subcontract any portion of the Work in excess of one-half of one percent of the
Contractor's Base Bid Amount as to which his/her original Bid did not designate a Subcontractor.
Prior to approval of the Contractor's request for a Subcontractor substitution, the City shall give notice in writing to the
listed Subcontractor of the Contractor's request to substitute and of the reason for the request. The notice will be
served by certified or registered mail to the last known address of the Subcontractor. The listed Subcontractor who
has been so notified shall have five (5) Working Days within which to transmit to the City written objections to the
substitution. Failure to file these written objections shall constitute the listed Subcontractor's consent to the substitution.
If written objections are filed, the City shall give notice in writing of at least five (5) Working Days to the listed
Subcontractor of a hearing by the City on the Contractor's request for substitution.
The Contractor, as a condition to asserting a claim of inadvertent clerical error in the listing of a Subcontractor, shall
within two (2) Working Days after the time of the Bid Deadline, give written notice to the City and copies of such notice
to both the Subcontractor he/she claims to have listed in error and the intended Subcontractor who had bid to the
Contractor prior to the Bid Deadline.
Page 52 of 190
QUESTIONNAIRE REGARDING SUBCONTRACTORS
Bidder shall answer the following questions and submit with his/her Contract proposal.
1. Were bid depository or registry services used in obtaining subcontractors bid figur s in order to compute your
bid? Yes q No (~
2. If the answer to No. 1 is "Yes", please forward a copy of the rules of each bid depository you used with this
questionnaire.
3. Did you have any source of subcontractors' bids other than bid depositories? NO
4. Has any person or group threatened you with subcontractor boycotts, union boycotts, or other sanctions to
attempt to convince you to use the services or abide by the rules of one or more bid positories?
Yes q No
If the answer to No. 4 is "Yes", please explain the following details:
(a) Date:
(b) Name of person or group:
(c) Job involved (if applicable):
(d) Nature of the threats:
(e) Additional comments:
(Use additional paper if necessary)
6. Was a conscious effort made to recruit or provide equal opportunity for bids by minority or project area
subcontractors? Yes ~ No q
Was a conscious effort made to recruit and hire project area lower-inco e residents?
Yes ~ No q
Please submit statement.
8. We declare under penalty of perjury that the foregoing is true and correct.
Dated this ~~~'~ day of J~Yi ~U' `( 20 22
All of the above statements as to experience, financial qualifications, and available plant and equipment are submitted
in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed
by the bidder.
Name of Company
By: ~-~
Title: Edward J. Carlson, Vice President
Page 53 of 190
~„ ALL AMERICAN ASPI-~iAL.T
~~ AIL. AMERICAN AGGREGATES
ALL AMERICAN ~~,, ~,~„>,>., ~<,~:~,`:, ~~r,~t~n„~_~~.>
AS I' HA l.~T' i ii::: iu0000i~~,;,
\~: liLt.0 11Pr•~11U UN111 I~~tl•Ic~•t1 is
EEO --AFFIRMATIVE ACTION-PRQGRAM -BASIC POLICY
TO ALL AMERICAN ASPHALT PERSONNEL
!T fS 7HE STATEO POLICY OF ALL AIv1ERICAN ASPHALT THAT ALL EMPLOYEES AND
APPLICANTS SHALL RECEIVE EQUAL CONSIDERATION ANO TREATMENT. ALL RECRUITr~1ENT,
HIRING, PLACEMENT, TRANSFER AND PROMOTIONS WILL BE ON THE BASIS OF
QUALfFICATIONS OF THE INDIVIDUAL FQR THE P051TtON BEING FILLED WITHOUT REGARD
TO RAGE, RELIGION, COLOR, tJATIONAL ORIGIN, AGE, SEX OR PHYSfCAL HANDICAP. ALL
OTHER PERSONNEL ACTIONS, SUCH AS COMPENSATION, BENEFITS, LAYOFFS, RETURN
FROM'LAYOFF, TERPAINATION'S, TRAINING AND SOCIAL AND RECREA710NAL PROGRAMS ARE
A[?MINISTEREO WITHOUT REGARD TO RACE, ft Ei.IGION, COLOR, NATIONAL ORIGIN, AGE.
SEX,SEXUAL ORIENTATION, MARITAL STATUS, NATIQNAL ORfGIN, ANCESTRY, DISABILITY
{MENTAL AND PHYSICAL, INCLi1DING HIV AND AIDS), MEOiCAL CONDITION {CANCER ANQ
GENETIC CHARAC7ERIS7ICS), AND/pR AGE (4Q AND OVER).
EQUAL OPPORTUNITY IS A CONTINUING EFFORT AND REQUIRES THE FULL SUPPORT QF ALL
OF US TO ENSURE THE DEVELOPMENT OF OUR MINpRITY AND FEMALE EMPLOYEES. EACH
P05SIBILITY TO HIRE OR PROMOTE SHOULD BE VIEWEa AS AN OPPORTUNITY TOWARD OUF2
GQAI. OF A FULLER UTILIZATION OF OUR fV11NORITY ANO FEMALE EMPLQYE~S. EACH
MANAGER WILL COMMUNICATE TO E1~APLOYEES THAT OUR COMMITIAENT YO AN
AFFIRMATIVE ACTION PROGRAf41 IS REAL, IS SUPPORTED BY OUR COMPANY, AND HAS A
HIGH PRIORITY. WE ENCOURAGE ALL OF OUR EMPLYEES TO PARTICIPATE IN THIS EFFORT
BY ENCOURAGING MINORITIES ANC FEMALES TO APPLY FQR EMPLOYMENT ANQ Td SEEK
PROMOTIONS
FC7R ASSISTANCE IN THE EQUAL OPPORTUNITY PROGRADA, t~1ANAGERS AND EMPLOYEES
SHOULD CONTACT MARK LUER, EEO C~aR01NATOR HE HAS THE SPECIFIC
RESPONSIBILITIES TO MONITOR AND ASSESS THE PROGRESS FOR OUR EQUAL
EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION PROGRAMS.
MARK LUER
President
February 13, 2015
TELEPHONE. 951-736.7600 •FAX. 951-739-3671
SPECIALTY CONTRACTOR OR SUBCONTRACTOR STATEMENT OF QUALIFICATIONS
Street Striping and Traffic Markings As part of its Bid, Bidder shall submit this Statement of Qualifications for the
Subcontractor that will perform the {Insert specialty sub-contractor work}, or for the Bidder itself, if Bidder will self-
perform the Street Striping and Traffic Markings work. This information shall provide evidence to indicate successful
experience in providing Street Striping and Traffic Markings work comparable to that specified in the Project
Drawings and Specifications. Referenced qualifications shall demonstrate experience as a successful installer of
Street Striping and Traffic Markings.
A Bid may be rejected as non-responsive if Bidder fails to provide this completed form with the Bid or submits this
form with inaccurate information.
Mandatory qualifications:
Specialty Contractor (or Bidder, ifself-performing) shall possess a valid C-32 Parking and Highway Improvement
California Contractors License at the time of the Bid Deadline and at all times during performance of the Work and
shall establish that it satisfactorily completed at least three (3) projects as the installer of a minimum of street striping
and traffic markings in accordance with the latest Caltrans Standard Plans; each comparable in scope and
complexity to this Project, within three (3) years prior to the Bid Deadline.
Specialty Contractor Name: Superior Pavement Markings Inc.
Project Manager /Foreman: DaCren Veltz, CFO
Phone No: (714) 995-9100 E-mail: estimating@superiorpavementmarkings.com
COMPARABLE PROJECTS (Provide three (3) projects
1. Project Name: 2020/2021 Annual Maintenance
Address. P.O. Box 1200, Costa Mesa Ca. 92628
Date Completed 03/23/2021
Reference /Contact Name. City of Costa Mesa, Bruce Lindemann
Reference /Contact Phone No: (714) 327-7470
Description of work performed. Traffic Striping and Pavement Markings Maintenance
Page 54 of 190
2. Project Name: Annual Striping &Sign Maintenance
Address: P.O. Box 19575, Irvine Ca. 92623
Date Completed; 07/06/2021
Reference /Contact Name: City of Irvine, Jose Alvarado
Reference /Contact Phone No: (562) 762-5177
Description of work performed: Traffic Striping and Pavement Markings Maintenance
3. Project Name: Thermoplastic Traffic Markings Services
Address: ~ 333 S. Bon View Ave, Ontario Ca. 91761
Date Completed: 06/30/2020
Reference /Contact Name: City of Ontario, Tim Masot
Reference /Contact Phone No: (909) 395-2624
Description of work performed: Traffic Striping and Pavement Markings Maintenance
4. Project Name:
Address:
Date Completed;
Reference /Contact Name:
Reference /Contact Phone No:
Description of work performed:
Page 55 ot~ 190
CONTRACTOR'S AFFIDAVIT OF NON-COLLUSION
STATE OF CALIFORNIA
COUNTY OF Riverside
Edward J. Carlson
ss
being first duly sworn, deposes and says:
That he/she is the Vice President (Title of office if a corporation, "sole owner," "Partner,"
orotherpropertitle) of L~II American Asphalt , (hereinaftercalled "Contractor")
who has submitted to the City of Vernon a Bid for the construction of the Pacific Blvd., Santa Fe &Vernon
Ave. Street Improvements, City Contract CS-1204
2. That said Bid is genuine; that the same is not sham; that all statements of fact therein are true;
3. That said Bid is not made in the interest or behalf of any person, partnership, company, association,
organization, or corporation not named or disclosed;
4. That Contractor did not, directly or indirectly induce, solicit, agree, collude, conspire or contrive with
anyone else to submit a false or sham bid, to refrain from bidding, or withdraw his/her bid, to raise or fix
the Bid price of Contractor or of anyone else, or to raise or fix any overhead profit, or cost element of
Contractor's price or the price of anyone else; and did not attempt to induce action prejudicial to the
interests of the City of Vernon, or of any other Bidder, or anyone else interested in the proposed Contract;
5. That the Contractor has not in any manner sought by collusion to secure for himself an advantage over
any other Bidders or induce action prejudicial to the interests of the City of Vernon or of any other Bidder,
or anyone else interested in the proposed Contract;
6. That the Contractor has not accepted any bid from any Subcontractor or material supplier through any
bid depository, the bylaws, rules or regulations of which prohibit or prevent the Contractor from
considering any bid from any Subcontractor or material supplier, which is not processed through said bid
depository, or which prevent any Subcontractor or material supplier from bidding to any Contractor who
does not use the facilities of or accept bids from or through such bid depository;
Page 56 of 190
0
7. That the Contractor did not, directly or indirectly, submit the Contractor's Bid price or any breakdown
thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation,
partnership, company, association, organization, bid depository, or to any member or agent thereof, or
to any individual or group of individuals, except to the City of Vernon, or to any person or persons who
have partnership or other financial interest with said Contractor in his/her business.
declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Dated this ~'l'~~' day of ~G1~w`l Z~ L Z at
Month/Year
All American Asphalt
Contractor (Please Print)
~~/~-~-
Contract 's Signature
Edward J. Carlson, Vice President
Title
Corona California
City State
CONTRACTOR'S SIGNATURE MUST BE NOTARIZED
Page 57 of 190
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189
A notary public or• other officer completing this certificate verifies only the identity of the individual who signed the
ci~c>>ment t~ which this certificate i~ att~checl. anc~ nit the tnrthfi~lness. ~cenr~cv. ~r valiciity ~f that ~Incument.
State of California
County of Riverside
on January 4, 2022 before me, Kenona Nazari, Notary Public ,
Date Here Insert name and Title of the O~cer
personally appeared Edward J. Carlson
Name(sLof Signer(sy
who proved to me on the basis of satisfactory evidence to be the
persons) whose names) is/aye subscribed to the within instrument
and acknowledged to me that he%fie executed the same in
his/I #~e+~ authorized capacity(+~s), and that by his/k►2r-~2i~
signatures) on the instrument the person(s), or the entity upon behalf
of which the persons) acted, executed the instrument.
y ~ ,s >y KENONA NAZARI
<<' ~f Notary Public • Cal~tornia Z I certify under PENALTY OF PERJURY under the laws of the State of
W '- Riverside County California that the forgoing paragraph is true and correct. Y ~ Commission # 2318601
~t,~o•"`' My Comm. Expires Jan 10, 2024 WITNESS my an and official seal. 1
Signatur ~,Qiy~'
Place Notary Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to person relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document Contractor's Affidavit ofNon-Collusion — City of Vernon
Document Date: January 4, 2022 Number of Pages:
Signers) Other Than Named Above: None
Capacity(+es) Claimed by Signers)
Signer's Name: Edward J. Carlson
q Individual
X Corporate Officer — Title(s): Vice President
o Partner 0 o Limited o General
o Attorney in Fact
o Trustee
a Other:
Signer is Representing:
All American Asbhalt
Signer's Name:
o Individual
2
o Corporate Officer — Titl~(s):
q Partner 0 a Limited o eneral
q Attorney in Fact
o Trustee
o Other:
Signer is Representing:
~} ~ ~ ~ c ~~ t: ~7
THE BIDDER'S INSURANCE COMPANY(S) OR INSURANCE AGENT MUST COMPLETE THIS FORM
AND
THE BIDDER MUST SUBMIT THIS CERTIFICATION WITH THE BID FORMS.
I, the undersigned (Please check one box) D underwriter ❑agent, certify that I and the Contractor listed below have
jointly reviewed the "Insurance Requirements" in these Bidding Documents and the Contract Documents. If the City of
Vernon ("City") awards the Contractor the Contract for this project, I will be able—within fourteen (14) calendar days
after the Contractor is notified of the Contract's award—to furnish the City with valid insurance forms (including one or
more insurance certificates and additional insured endorsements) that fully meet all of the Insurance Requirements.
Name of Insurance Company
Insurance Agent's Name (Printed)
(signature)
Address
Telephone Number
Contractor's Name
Date
Insurance Agent's Name
City State Zip Code
Email Address
City Specification Number
Below State fhe Name of Insurance Company Providing Coverage:
DO NOT write "Will Provide," "To Be Determined," "When Required," or similar phrases.
Commercial General Liability
Workers' Compensation Liability
City Will Purchase Policy, if required
Builders Risk
Automobile Liability
Pollution Liability
[NOTE TO CONTRACTOR: See "Insurance Requirements" EXHIBIT 4 of the Contract for the requirement of obtaining
Pollution Liability Insurance.]
NOTE TO THE UNDERWRITER /AGENT: If the insurance forms that the Contractor submits to the City do not fully
comply with the Insurance Requirements, and/or if the Contractor fails to submit the forms within the 14-day time limit,
the City may: (1) declare the Contractor's Bid non-responsive, and (2) award the Contract to the next lowest responsible
Bidder.
Page 58 of 190
ACORO~ CERTIFICATE OF LIABILITY INSURANCE `~
DATE (MMIDD/YYYY)
12/30/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Edgewood Partners Insurance Center
P 0. Box 5003
San Ramon, CA 94583
NAME: CT Certificates De artment
PHONE g25-244-7700 F~ {E►!c. No): 925-901-0671
E-MAIL
ADDRESS: EPICCeftS e icbrokers.com
INSURERS AFFORDING COVERAGE NAIC #
INSURER A : Arch Specialty Insurance Com an 21199 www.epicbrokers.com CA LICENSE #0629370
INSURED
All American Asphalt
P.O. Box 2229
INSURER B : ZUfICII ACT18fICaf1 If1SUfaf1C@ COATI an 16535
iNsuReR c : Great American Insurance Com an 16691
INSURER D Corona CA 92878
INSURER E
INSURER F
COVERAGES CERTIFICATE NUMBER: 66033467 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL SUBR
POLICY NUMBER
POLICY EFF
MM/DD/YYYY
POLICY EXP
MM/DD/YYYY LIMITS
A COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR 3
DPC100585605 $I'I IZOZ'I HI"I IZOZZ EACH OCCURRENCE 5 "I OOO OOO
DAMAGE TO RENTED
PREMISES Ea occurrence 51 ~~ ~~~
MED EXP (Any one person)
__
5
PERSONAL8~ADVINJURY S1 OOO OOO
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY ~ ECT ~ LOC
OTHER:
GENERAL AGGREGATE $ 2,000,000
PRODUCTS -COMP/OP AGG $ Z OOO OOO _
5
B AUTOMOBILE LIABILITY
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON-OWNED
AUTOS ONLY 3 AUTOS ONLY
BAP557108809 8/1/2021 $~~~2~22 Ea
aBcldeDtSINGLE LIMIT ~2 000 000
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) ~
PROPERTY DAMAGE
Per accident
5
S
C UMBRELLA LIAB
EXCESS LIAB
pCCUR
CLAIMS-MADE
TUE347483601 8/1 /2021 8~~ ~2~22 EACH OCCURRENCE $ 5 ~~~ ~0~
~/ AGGREGATE 55 OOO OOO
DED 3 RETENTION $ ~ ~,0~~ Following-Form $
B WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE Y ~ N
OFFICER/MEMBEREXCLUDED?
(Mandatory (n NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N ~ A
WC593205708 8/1/2021 $~~~2~22 ~/ STATUTE ERH
E.L. EACH ACCIDENT
--
$ 'I OOO OOO
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE -POLICY LIMIT ~ 1 OOO OOO
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
RE: Bid for Pacific Boulevard, Santa Fe &Vernon Avenue, Street Improvements /
Certificate Holder is Additional Insured if Required by Written Contract Excluding Workers Compensation
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
The City of Vernon THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
4305 Santa Fe Avenue ACCORDANCE WITH THE POLICY PROVISIONS.
Vernon CA 90058
AUTHORIZED REPRESENTATIVE
Certificates Department
O 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
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1
E P I C
PO Box 5003
San Ramon, CA 94583
Phone: 925.244.7700
Fax: 925.901-0244
Email; EPICcerts@epicbrokers.com
CERTIFICATE HOLDER:
The City of Vernon
4305 Santa Fe Avenue
Vernon CA 90058
To: Whom it may concern
Regarding: Notice of Cancellation
Date Issued: 12/30/2021
Named Insured(s): All American Asphalt
Policy Number(s): DPC100585605
BAP557108809
WC593205708
TUE347483601
Should the above described policy be cancelled before the expiration date thereof, we will mail
30 days written notice to the above referenced Certificate Holder; except, 10 days notice for
non-payment of premium.
Sincerely,
Dan Ryan, Managing Principal
epicbrokers.com edgewood partners insurance center ca license 0629370
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COMMERCIAL GENERAL LIABILITY
CG 20100413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACTORS -SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Persons)
Or Organization(s):
Locations) Of Covered Operations
Any person or organization where the Named Any location where required by written contract or
Insured has agreed to add as an additional insured agreement, provided the contract or agreement is
by written contract or agreement, provided the executed prior to any "occurrence" or offense.
contract or agreement is executed prior to any
"occurrence" or offense
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is
amended to include as an additional
insured the persons) or organizations)
shown in the Schedule, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in
part, by:
1. Your acts or omissions; or
2. The acts or omissions of those
acting on your behalf;
in the performance of your ongoing
operations for the additional insureds) at
the locations) designated above.
However:
1. The insurance afforded to such
additional insured only applies to
the extent permitted by law; and
broader than that which you are
required by the contract or
agreement to provide for such
additional insured.
B. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:
This insurance does not apply to "bodily
injury" or "property damage" occurring
after:
1. All work, including materials, parts
or equipment furnished in
connection with such work, on the
project (other than service,
maintenance or repairs) to be
performed by or on behalf of the
additional insureds) at the location
of the covered operations has been
completed; or
2. That portion of "your work" out of
2. If coverage provided to the which the injury or damage arises
additional insured is required by a has been put to its intended use by
contract o r agreement , the any person or organization other
insurance afforded to such than another contractor or
additional insured wi l l not be subcontractor engaged in
CG 20 10 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 2
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performing operations for a
principal as a part of the same
project.
C. With respect to the insurance afforded to
these additional insureds, the following is
added to Section III — Limits Of
Insurance:
If coverage provided to the additional
insured is required by a contract or
agreement, the most we will pay on behalf
of the additional insured is the amount of
insurance:
All other terms and conditions of this policy remain unchanged.
1. Required by the contract or
agreement; or
2. Available under the applicable
Limits of Insurance shown in the
Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in
the Declarations.
Endorsement Number:
This endorsement is effective on the inception date of this policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued subsequent to preparation of the
policy.)
Policy Number: DPC100585605
Named Insured: All American Asphalt
Endorsement Effective Date: os/o~~202~
REFERENCE:
RE: Bid for Pacific Boulevard, Santa Fe &Vernon Avenue, Street
Improvements /
CG 20100413
SCHEDULE:
The City of Vernon
O Insurance Services Office, Inc., 2012 Page 2 of 2
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COMMERCIAL GENERAL LIABILITY
CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACTORS -COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Persons)
Or Organizations) Location And Description Of Completed Operations
Any person or organization where the Named Insured All locations where required by contract.
has agreed to add as an additional insured by written
contract or agreement, provided the contract or
agreement is executed prior to any "occurrence" or
offense
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is
amended to include as an additional
insured the persons) or organizations)
shown in the Schedule, but only with
respect to liability for "bodily injury" or
"property damage" caused, in whole or in
part, by "your work" at the location
designated and described in the Schedule
of this endorsement performed for that
additional insured and included in the
"products-completed operations hazard".
However:
1. The insurance afforded to such
additional insured only applies to
the extent permitted by law; and
2. If coverage provided to the
additional insured is required by a
contract or agreement, the
insurance afforded to such
additional insured wi l l not be
broader than that which you are
required by the contract or
agreement to provide for such
CG 20 37 04 13
additional insured.
B. With respect to the insurance afforded to
these additional insureds, the following is
added to Section III — Limits Of
Insurance:
If coverage provided to the additional
insured is required by a contract or
agreement, the most we will pay on behalf
of the additional insured is the amount of
insurance:
1. Required by the contract or
agreement; or
2. Avai lable under the applicable
Limits of Insurance shown in the
Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in
the Declarations.
O Insurance Services Office, Inc., 2012 Page 1 of 2
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All other terms and conditions of this Policy remain unchanged.
Endorsement Number:
This endorsement is effective on the inception date of this policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued subsequent to preparation of the
policy.)
Policy Number: DPC100585605
Named Insured: All American Asphalt
Endorsement Effective Date: o$/0~/202~
REFERENCE:
SCHEDULE:
RE: Bid for Pacific Boulevard, Santa Fe &Vernon Avenue, Street The City of Vernon
Improvements /
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COMMERCIAL GENERAL LIABILITY
CG 20 01 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY -
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:
Primary And Noncontributory
Insurance
This insurance is primary to and will not
seek contribution from any other
insurance avai lable to an additional
insured under your policy provided that:
All other terms and conditions of this policy remain unchanged.
REFERENCE:
RE: Bid for Pacific Boulevard, Santa Fe &Vernon Avenue, Street
Improvements /
Endorsement Number:
(1) The additional insured is a Named
Insured under such other insurance;
and
(2) You have agreed in writing in a
contract or agreement that this
insurance would be primary and
would not seek contribution from
any other insurance available to the
additional insured.
SCHEDULE:
The City of Vernon
This endorsement is effective on the inception date of this policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Policy Number: DPC100585605
Named Insured: A~~ American Aspha~t
Endorsement Effective Date: 08/0~/202
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COMMERCIAL GENERAL LIABILITY
CG 24 04 05 09
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO U S
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Person Or Organization:
Any person or organization where the waiver of our right to recover is permitted by law and is required by
written contract or agreement, provided the contract or agreement is executed prior to any occurrence or
offense
~ Information required to complete this Schedule, if not shown above, will be shown_in_the Declarations. ~
The following is added to Paragraph 8. Transfer
Of Rights Of Recovery Against Others To Us
of Section IV —Conditions:
for injury or damage arising out of your ongoing
operations or "your work" done under a contract
with that person or organization and included in
the "products -completed operations
We waive any right of recovery we may have hazard". This waiver applies only to the person
against the person or organization shown in the or organization shown in the Schedule above.
Schedule above because of payments we make
All other terms and conditions of this policy remain unchanged.
Endorsement Number:
This endorsement is effective on the inception date of this policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued subsequent to preparation
of the policy.)
POIICy NUtllbel': DPC100585605
Nat7led 111SUC'ed:All American Asphalt
Endorsement Effective Date: 08~0~/202~
REFERENCE: SCHEDULE:
RE: Bid for Pacific Boulevard, Santa Fe &Vernon Avenue, Street The City of Vernon
Improvements /
CG 24040509 O Insurance Services Office, Inc., 2008 Page 1 of 1
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12/30/2021
POLICY NUMBER: BAP557108809 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTflS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by this endorsement.
This endorsement identifies persons) or organizations) who are "insureds" for Covered Autos Liability Coverage
under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage
provided in the Covcragc Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Named Insured: All American Asphalt
Endorsement Effective Date: 08/01/2021
SCHEDULE
Name Of Persons) Or Organization(s):
ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO
PROVIDE ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY
BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO
LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW.
~ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. ~
Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but SCHEDULE:
only to the extent that person or organization qualifies The City of Vernon as an "insured"' under the Who Is Hn Insured provision
contained in Paragraph A.1. of Section II —Covered
Autos Liability Coverage in the Business Auto and
Motor Carrier Coverage Forms and Paragraph D.2. of
Section I —Covered Autos Coverages of the Auto
Dealers Coverage Form.
CA 20 48 10 13 O Insurance Services Office, Inc., 2011
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Page 1 of 1
12/30/2021
1
POLICY NUMBER: aaP557~osso9 COMMERCIAL AUTO
CA 04441013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Named Insured: All American Asphalt
Endorsement Effective Date: os/o~/202~
SCHEDULE
Names) Of Persons) Or Organization(s~:
ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE
ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER
THIS POLICY
~ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. _ J
The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the SCHEDULE:
persons) or organizations) shown in the Schedule, The City of Vernon
but only to the extent that subrogation is waived prior
to the "accident" or the "loss" under a contract with
that person or organization.
CA 04 44 10 13 O Insurance Services Office, Inc., 2011 Page 1 of 1
66033467 ~ 21 (UI j Standard with SSmm XS ~ Sicr;i Landreih ~ 12/30/2021 3:07:55 Pit (PST) I Page 10 of I 1
~' WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06
(Ed . 4-841
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described in the Schedule.
The additional premium for this endorsement shall be 0.00 % of the California workers' compensation pre-
mium otherwise due on such remuneration.
Schedule
Person or Organization Job Description
ALL PERSONS AND/OR ALL CA OPERATIONS
ORGANIZATIONS THAT
ARE REQUIRED BY
WRITTEN CONTRACT OR
AGREEMENT WITH THE
INSURED, EXECUTED
PRIOR TO THE
ACCIDENT OR LOSS,
THAT WAIVER OF
SUBROGATION BE
PROVIDED UNDER THIS
POLICY FOR WORK
PERFORMED BY YOU FOR
THAT PERSON AND/OR
ORGANIZATION
SCHEDULE: REFERENCE:
RE: Bid for Pacific Boulevard, Santa Fe &Vernon
The City of Vernon Avenue, Street Improvements /
Policy Number: wc59s2o5~os
Na1112d II1SUfed: All American Asphalt
Endorsement Effective Date: 08~0~~202~
WC 252 (4-84)
WC 04 03 06 (Ed. 4-84) Page 1 of 1
GG0334G7 ~ 21 X01 J StanJard with SSnun XS ~ Siera Landreth ~ 12/30/2021 3:07:55 PM (PS'I~) ~ Page I I of
CERTIFICATE OF EQUAL OPPORTUNITY PRACTICES
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
Website: www.cityofvernon.orq
Article I. Affidavit of Equal Opportunity Employment &
Non-segregation (Form AA-1)
Article II. Vendor List Questionnaire (Forms AA-2 & 3)
In order to be placed to the City's vendor list and be eligible to receive City business, you must
provide the following information except where indicated as "optional." By submitting this form
you are declaring under penalty of perjury under the laws of the State of California and the laws
of the United States that the information is true and correct. Furthermore, you are certifying that
your firm will adhere to equal opportunity employment practices to assure that applicants and
employees are not discriminated against because of their race, religion, color, national origin,
ancestry, disability, sex or age. And, your firm does not and will not maintain or provide far its
employees any segregated facilities at any of its establishments, and that it does not and will not
permit its employees to perform their services at any location, under its control, where segregated
facilities are maintained.
Name of Company: All American Asphalt
Business Telephone: 951-736-7600
Address: 400 East Sixth Street
city: Corona State: CA
Contact Person Edward J. Carlson, Vice President
Tax ID Number (or Social Security Number)
Remit Address (if difFerent)
zip 92879
E-mail Address
(optional)
95-2595043
Please state clearly and concisely the types) of goods and services your company provides:
Paving, Grading, Concrete, Grinding, Utility Adjustment, Slurry Seal, Paving Fabric
The following section is OPTIONAL and is for statistical reporting purposes only. Ownership
(please check all that apply):
African-American Asian Armenian Hispanic Native American
Disabled Female
Page 5) of 190
Protect Workforce Utilization (Form AA-2~,
This form is to be included in all bid documents for projects involving labor or services valued at $25,000 or more.
Instructions: Please indicate the job titles/classifications to be used in the performance of this contract should it be awarded to your firm. Please
indicate the number of employees in each job classification as well as the number of new hires, if any, as a result of this contract.
Name of Com an All American As halt Pacific Blvd., Santa Fe &Vernon Ave.
p y p Project: __Street Improvements
Job Titles/Classification Estimated number of existing staff to be employed in
this classification if awarded the contract
Estimated number of new hires to be employed in
this classification if awarded the contract
Laborers 5 0
O e rato rs 10 0
Are any current employees or potential
new hires Vernon residents? If so, how
many?
No No
Pale 60 of l 90
**SEE ATTACHED'*
Current Permanent Workforce Utilization (Form AA-3~
Name of Company: All American Asphalt
Project: Pacific Blvd., Santa Fe &Vernon Ave. Street Improvements
Completion of this form is OPTIONAL. Any information supplied by vendors is for reporting purposes only and will not be factored
into the award of any contract.
Instructions: Please indicate the number of employees in each Job Classification belonging to the following groups.
White
(not of Hispanic
origin)
African-American
(not of Hispanic
origin)
Hispanic Asian/Pacific
Islander
Native
American
Armenian Male Female
CLASSIFICATION
Officials/
Managers
Professionals
Technicians
Office/Clerical
Skilled Craft Workers
Operators
(semi-skilled)
Laborers
Service Workers
TOTAL
Page 61 of 190
EEOCLABORRPT.EXE ALL AMERICAS ASPHALT Page: 1
Co. # 27 EEOC Report Date: 01/05/2922 1x:49
Equal Employment Opportunity
2022 Employer Information Report
Single Establishment Report - Type 1
T
lob Categories cat
Executive/Senior Lev 1.1
First/Mid-Level Offi 1.2
Professionals 2
Administrative Suppo S
Craft Workers 6
Operatives 7
Laborers and Helpers 8
Total
«~**~***~*~*******«*****«~*r»*MALE****x**s***********************+*
HISPANIC NATIVE AMERICAN TWO
OR LATINO WHITE BLACK OR HAWAIIAN INDIAN OR OR
AFRICAN ~R ASIAN ALASKAN MORE
AMERICAN PACIFIC NATIVE RACES
ISlANOER
0 a 0 0 0 0 e
1 16 0 0 0 0 0
3 4 1 0 2 0 2
11 5 2 0 2 e 2
206 100 3 1 4 1 6
3 4 A 0 0 0 0
176 49 4 0 1 A S
400 182 10 1 9 1 15
** End of Report **
*****s~~*«********x**~**~*********«FEMALEs~*********x****r***~********:
ISPANIC NATIVE AMERICAN Two
R LATINO WHI7E BLACK HAWAIIAN INDIAN OR OR
AFRICAN ~R ASIAN ALASKAN MORE OVER ALL
AMERICAN PACIFIC NATIVE RACES TOTALS
ISLANDER
0 0 0 0 0 e 0 a
1 8 A 0 0 0 0 18
0 1 0 0 0 0 0 13
16 12 2 0 1 0 1 54
0 0 A 0 0 0 0 321
0 8 0 0 0 0 0 7
1 0 0 0 8 0 0 236
18 13 2 0 1 0 1 653
PUBLIC WORKS
DEPARTMENT
4305 Santa Fe Avenue, Vernon, California
90058 Telephone (323) 583-8811
December 29, 2021
Via Planetbids
NOTICE INVITING BIDS – ADDEDUM NO. 1
CONTRACT NO. CS-1204:
PACIFIC BLVD., SANTA FE & VERNON AVE. STREET IMPROVEMENTS
IN THE CITY OF VERNON, CALIFORNIA
This notice shall be considered as Addendum No. 1 for the above-mentioned project and modifies
the original Notice Inviting Bids Packet, as noted below. Portions of the Notice Inviting Bids
(NIB) and Contract Documents, not specifically mentioned in the Addendum, remain in force.
Notice Inviting Bids:
1. Page 31 on the NIB, shall be replaced with the attached updated sheet.
“Schedule of Bid Prices” Bidding form is being updated to include bid items for the street
reconstruction of 6” of C2-PG 70-10 asphalt over 6” of CMB and relocation of existing
traffic signal as previously shown on Contract Plans and Specifications. Please note the
total quantity for item No.1 has also been modified.
If you have any questions, please call Margarita Beltran of my staff at (323) 583-8811,
extension 377.
Sincerely,
Daniel Wall
Director of Public Works
Enclosures
Exclusively Industrial
Page 31 of 190
SCHEDULE OF BID PRICES
PROJECT Pacific Blvd., Santa Fe & Vernon Ave. Street Improvements, Contract No. CS-1204
BIDDER’S NAME: _________________________________________________
BASE BID
Pursuant to and in compliance with your Notice Inviting Bids and Contract Documents relating to the Project including
all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the
Contract Documents and with local conditions affecting the performance and the costs of the Work at the place where
the Work is to be done, hereby proposes and agrees to fully perform the Work within the time stated in strict accordance
with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment,
and utility and transportation services necessary to fully perform the Work and complete it in a workmanlike manner)
for the total Base Bid sum of:
________________________________________________ Dollars ($_____________________)
Item No. Description Units Quantity Unit Cost Amount
1. Unclassified excavation - Sawcut, removal, and
disposal of asphalt concrete, Portland cement
concrete, aggregate base & soil.
CY 5
2. Uniform cold plane and dispose of 2” thick asphalt
pavement.
SF 441,000
3. Construct new 3/8” thick asphalt rubber membrane
(ARAM).
TON 1,050
4. Construct new 1-5/8” thick section of C2-PG-70-10
(1/2” MIX) Latex Modified AC Pavement.
TON 4,500
5. Remove and replace existing manhole frame and cover
to be adjusted to grade. Manhole frame and cover to be
provided by the City of Vernon.
EA 9
6. Valve, monument, or manhole to be adjusted to grade EA 142
7. Remove and replace bicycle/vehicle loop detectors per
Caltrans 2018 Standards.
EA 27
8. Striping, Legends, Markings, reflectors, delineators,
etc. on various street as noted on channelization plans.
LS 1
9. Reconstruct 6” of C2-PG 70-10 asphalt over 6” of CMB.
Unclassified excavation to be paid by Item No. 1
SF 50
10. Removal and re-installation of existing traffic signal as
noted on Contract Plans.
EA 1
BID
TOTAL
$
WRITTEN
AMOUNT
$
PUBLIC WORKS
DEPARTMENT
4305 Santa Fe Avenue, Vernon, California
90058 Telephone (323) 583-8811
January 3, 2022
Via Planetbids
NOTICE INVITING BIDS – ADDEDUM NO. 2
CONTRACT NO. CS-1204:
PACIFIC BLVD., SANTA FE & VERNON AVE. STREET IMPROVEMENTS
IN THE CITY OF VERNON, CALIFORNIA
This notice shall be considered as Addendum No. 2 for the above-mentioned project and modifies
the original Notice Inviting Bids Packet, as noted below. Portions of the Notice Inviting Bids
(NIB) and Contract Documents, not specifically mentioned in the Addendum, remain in force.
Notice Inviting Bids:
1. Pages 7 and 11 on the NIB, shall be replaced with the attached updated sheet. Pages 7
and 11 were updated to reflect the Bid opening deadline extension. Please note, the bid
deadline was extended until Thursday, January 6, 2022 at 2:00 pm .
2. Page 31 on the NIB, shall be replaced with the attached updated sheet.
“Schedule of Bid Prices” Bidding form is being updated to modify the units for bid item
numbers 3 and 4.
If you have any questions, please call Margarita Beltran of my staff at (323) 583-8811,
extension 377.
Sincerely,
Daniel Wall
Director of Public Works
Enclosures
Exclusively Industrial
Page 31 of 190
SCHEDULE OF BID PRICES
PROJECT Pacific Blvd., Santa Fe & Vernon Ave. Street Improvements, Contract No. CS-1204
BIDDER’S NAME: _________________________________________________
BASE BID
Pursuant to and in compliance with your Notice Inviting Bids and Contract Documents relating to the Project including
all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the
Contract Documents and with local conditions affecting the performance and the costs of the Work at the place where
the Work is to be done, hereby proposes and agrees to fully perform the Work within the time stated in strict accordance
with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment,
and utility and transportation services necessary to fully perform the Work and complete it in a workmanlike manner)
for the total Base Bid sum of:
________________________________________________ Dollars ($_____________________)
Item No. Description Units Quantity Unit Cost Amount
1. Unclassified excavation - Sawcut, removal, and
disposal of asphalt concrete, Portland cement
concrete, aggregate base & soil.
CY 5
2. Uniform cold plane and dispose of 2” thick asphalt
pavement.
SF 441,000
3. Construct new 3/8” thick asphalt rubber membrane
(ARAM).
SY 49,000
4. Construct new 1-5/8” thick section of C2-PG-70-10
(1/2” MIX) Latex Modified AC Pavement.
SY 49,000
5. Remove and replace existing manhole frame and cover
to be adjusted to grade. Manhole frame and cover to be
provided by the City of Vernon.
EA 9
6. Valve, monument, or manhole to be adjusted to grade EA 142
7. Remove and replace bicycle/vehicle loop detectors per
Caltrans 2018 Standards.
EA 27
8. Striping, Legends, Markings, reflectors, delineators,
etc. on various street as noted on channelization plans.
LS 1
9. Reconstruct 6” of C2-PG 70-10 asphalt over 6” of CMB.
Unclassified excavation to be paid by Item No. 1
SF 50
10. Removal and re-installation of existing traffic signal as
noted on Contract Plans.
EA 1
BID
TOTAL
$
WRITTEN
AMOUNT
$
City Council Agenda Item Report
Submitted by: Efrain Sandoval
Submitting Department: Public Utilities
Meeting Date: February 15, 2022
SUBJECT
Amendment No. 1 to the License and Software Services Agreement with Power Settlements
Consulting and Software, LLC
Recommendation:
Approve and authorize the City Administrator to execute Amendment No. 1 to the License and
Software Services Agreement with Power Settlements Consulting and Software, LLC (Power
Settlements), in substantially the same form as submitted, to amend the agreement to remove
the automatic renewal language, and extend the agreement by an additional three-year
period, effective February 1, 2022, for an additional $262,542, for a grand total not-to-exceed
amount of $589,360.
Background:
The Vernon Public Utilities (VPU) Resource Division is responsible for the settlement process
between Vernon and the California Independent System Operator (CAISO). Settlements are
the calculation, billing, and invoicing of charges and payments for market and transmission-
related activities between market participants and the CAISO. The settlement cycle follows a
specific timeline and processes for publication of statements, invoices, payment advices, and
dispute submittals.
In 2015, the CAISO changed how information was issued and processed to market
participants resulting in VPU searching for specialized software to aid in the new settlement
process. Prior to 2015, the settlement process and validation were performed using Excel
spreadsheets. At the time, Power Settlements and Software Services, LLC (Power
Settlements) offered a specialized settlement process software called CAISO SettleCore
Software (SettleCore). SettleCore included the CAISO Visual Analytics Module, which
provided a functionality providing users a five-minute settlement and visual representation for
both the day-ahead and real-time markets. No other software offered this functionality, thus
making Power Settlements a sole source vendor for the City. As a result, on November 1,
2015, Vernon leased a SettleCore license and entered into a three-year License and Software
Services Agreement with Power Settlements. Utilizing the Visual Analytics module coupled
with the settlement validation component empowered staff to optimize the City’s resources in
CAISO markets and evaluate the bulk of the CAISO charge codes. The use of SettleCore
significantly improved productivity, and reduced the likelihood of human error and ensured
error-free billing.
As staff prepared for the three-year leasing agreement with Power Settlements to end in 2018,
staff identified additional vendors that now offer software with similar functionality to the
CAISO Visual Analytics Module. In order to comply with the City’s purchasing/bidding
guidelines, on October 16, 2018, City staff issued a Request for Proposals (RFP) for a
settlement software, through which a total of six (6) responses from qualified firms were
received. Following the RFP evaluation process, Power Settlements was selected, as it
received the highest rating and represented the most cost-effective option in the long term.
Accordingly, on January 30, 2019, the City entered into a new License and Software Services
Agreement with Power Settlements. As a part of this agreement, the City purchased a
perpetual license for SettleCore Software in the amount of $95,000 and established a three-
year period for annual support and maintenance with an automatic annual renewal each
subsequent year. Currently, staff is seeking approval of Amendment No. 1, to remove the
automatic renewal language in Section 9.1 and extend the Agreement for an additional three-
year period, effective February 1, 2022, for annual support and maintenance services only.
All of the other terms and provisions of the Agreement would remain in effect including the
City's ability to terminate the Agreement without cause upon sixty (60) days written notice to
Power Settlements.
In accordance with the fees specified in the Agreement, for the term of the Agreement and any
subsequent extensions to the term, the monthly fee of $6,250 will increase each year on the
anniversary of the term by the Consumer Price Index (CPI Index). Based on the current CPI,
staff has used a 6% CPI to estimate the three-year cost. As such, the three-year extension
cost is estimated to be $262,542, increasing the Agreement total not-to-exceed amount to
$589,360.
The proposed Amendment for continued service and maintenance is exempt from competitive
bidding and competitive selection pursuant to Sections 3.32.110 (A)(2) and (B)(1) of the
Vernon Municipal Code respectively, as any annual support and maintenance services for
SettleCore can only be performed by Power Settlements. Power Settlements is the original
software manufacturer and, as such, the unique proprietary software design and licensing
agent. Extending the annual support and maintenance services will ensure that the software’s
functionality remains aligned with the CAISO’s settlement process and new CAISO updates.
The proposed Amendment No. 1 has been reviewed and approved as to form by the City
Attorney’s Office.
Fiscal Impact:
The fiscal impact of Amendment No. 1 is $262,542 over the next three years. Sufficient funds
for Amendment No. 1 are available in the Resource Division, Vernon Public Utilities Account
No. 055.9200.596200. This item will be budgeted accordingly in subsequent years through the
annual City Budget process.
Attachments:
1. Amendment No. 1 - Power Settlements Consulting and Software LLC Final
- 1 -
AMENDMENT NO. 1 TO THE LICENSE AND SOFTWARE SERVICES AGREEMENT
(NON-EXCLUSIVE) BETWEEN THE CITY OF VERNON AND POWER
SETTLEMENTS CONSULTING AND SOFTWARE, LLC FOR LICENSE AND
SOFTWARE SERVICES
This Amendment (“Amendment No. 1”), to that certain License and Software Services
Agreement (Non-Exclusive) dated February 1, 2019 (the “Agreement”), is made as of February
1, 2022, by and between the City of Vernon, a California charter city and municipal corporation
(“Licensee”), and Power Settlements Consulting and Software, LLC (“Power”), a California
limited liability company.
WHEREAS, Licensee and Power entered into the Agreement, which sets out the terms
and conditions of Licensee’s use and Software services of the Software for Licensee to manage
its CAISO data; and
WHEREAS, Licensee and Power desire to amend the Agreement to (i) remove the
automatic renewal language in Section 9.1 of the Agreement and (ii) extend the Term of the
Agreement in Section 9.1 for an additional three-year period, due to the unique nature of the
services provided, for a total amount not to exceed $262,542.
WHEREAS, pursuant to Section 12.8 of the Agreement, the amendments contemplated
by the parties must be stated in writing executed by each of the parties.
NOW, THEREFORE, the parties to this Amendment No. 1 agree as follows:
1. Effective as of February 1, 2022, the Agreement is hereby renewed for an
additional three-year period beyond the Initial Term, and the Renewal Term (as defined below)
will commence on February 1, 2022 and continue until January 31, 2025. There will be no
automatic renewal of the Agreement after the Renewal Term.
2. The total CAISO Software Services Fees payable by Licensee to Power pursuant
to Section 5.3 of the Agreement during the Renewal Term of this Amendment No. 1, from
February 1, 2022, to January 31, 2025, shall not exceed the amount of Two Hundred Sixty-Two
Thousand Five Hundred and Forty-Two Dollars ($262,542), without prior City Council approval
and further written amendment of the Agreement.
3. Section 9.1 of the Agreement is hereby amended and restated as follows:
9.1 Term of Agreement. The initial term (“Initial Term”) of this Agreement shall
commence on February 1, 2019 (“Effective Date”), and shall continue until 11:59 p.m. Pacific
Prevailing Time on January 31, 2022. The renewal term (“Renewal Term”) of this Agreement
shall commence on February 1, 2022, and shall continue until 11:59 p.m. Pacific Prevailing Time
on January 31, 2025. The Software License Fees and the CAISO Software Services Fees
provided for under this Agreement are fully earned by Power when due and payable hereunder
and not subject to refund or offset notwithstanding the early termination of this Agreement by
either Power or Licensee.
- 2 -
4. This Amendment No. 1 will be deemed effective as of February 1, 2022 (the
“Effective Date”). Except as expressly stated in this Amendment No. 1, all of the terms and
provisions of the Agreement are and shall remain in full force and effect and are hereby ratified
by the parties. Capitalized terms used and not defined in this Amendment No. 1 have the
respective meanings assigned to them in the Agreement. Without limiting the generality of the
foregoing, the amendments contained herein will not be construed as an amendment to or waiver
of any other provision of the Agreement or as a waiver of or consent to any further or future
action on the part of either party that would require the waiver or consent of the other party. On
and after the Effective Date, each reference in the Agreement to “this Agreement,” “the
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a
reference to the Agreement as amended by this Amendment No. 1.
5. The provisions of this Amendment No. 1 shall constitute the entire agreement of
the parties with respect to the subject matter included in this Amendment No. 1 and shall
supersede any other agreement, understanding, or arrangement, whether written or oral, between
the parties with respect to the subject matter of this Amendment No. 1, with the exception of
joint representation and/or conflict waiver agreements related to matters handled by Associate
Counsel.
6. The person or persons executing this Amendment No. 1 on behalf of each of the
parties warrants and represents that he or she has the authority to execute this Amendment No. 1
on behalf of that party and has the authority to bind that party to the performance of its
obligations hereunder.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 as of the date
stated in the introductory clause.
[SIGNATURES FOLLOW ON NEXT PAGE]
- 3 -
CITY OF VERNON, a California charter city
and municipal corporation
By: _____________________________
Carlos Fandino, City Administrator
Power Settlements Consulting and Software, LLC,
a California limited liability company
By:
Name:
Title:
ATTEST:
__________________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
__________________________________
Zaynah N. Moussa,
Interim City Attorney
City Council Agenda Item Report
Submitted by: Adriana Ramos
Submitting Department: Public Utilities
Meeting Date: February 15, 2022
SUBJECT
Amendment No. 2 to Services Agreement with S&S Labor Force Inc., dba JRM for Unarmed
Security Guard Services
Recommendation:
Approve and authorize the City Administrator to execute Amendment No. 2 to the Services
Agreement with S&S Labor Force Inc., dba JRM, in substantially the same form as submitted,
for continued unarmed security guard services for a not-to-exceed amount of $992,000.
Background:
Following a Request for Proposal process, on May 19, 2020, City Council approved a services
agreement with S&S Labor Force, Inc., dba JRM (JRM) for unarmed security guard services in
the amount of $1,809,000.00, for a term of three years. Based on the total approved for the
contract, the Public Utilities Department allocated $1,050,000 in its budget for Fiscal Year (FY)
2021-22. However, a budgetary adjustment of $507,500 was necessary at mid-year due to
factors related to the state of emergency, as well as factors that were not known or expected
at the start of the contract and at the time of the budget adoption. Following approval of the
mid-year budget adjustment, on June 1, 2021, City Council approved Amendment No. 1 to the
Services Agreement with JRM in the amount of $507,500. At that time, the COVID-19
pandemic and related impacts and countermeasures continued to evolve, and with high social
tensions peaking, the City made necessary adjustments to increase security arrangements.
The increase in security presence was important to ensure the City’s facilities and newly
installed infrastructure were visibly monitored and protected.
Staff has continued to evaluate how to best leverage the services of JRM to aid in
safeguarding of public and City property. Currently, VPU is returning to City Council for
approval of Amendment No. 2 after evaluating security needs during the emerging impacts of
the highly communicable Omicron variant. Seeing that the potential for COVID-19 related
threats and ongoing safety related requirements remained during this latest spike in positive
cases, and will likely continue until the virus is no longer a significant threat to public health,
staff has determined an increased allocation of funds for this contract is necessary in order to
effectively meet the City’s security needs.
JRM’s work continues to include layers of coverage for increased activity that was not
originally anticipated or accounted for in the initial calculation of estimated costs for security
services back in 2020. The security firm continues to effectively tackle unexpected
assignments that include COVID-19 related monitoring at City Hall and throughout the City;
urgent safety measures related to the homeless crisis; enhanced security to protect the City’s
investment in generation assets, electric transmission and distribution; water facility
infrastructure improvement sites; and residential parking enforcement activities. Contracting
JRM for these services is distinct from the services provided by the Vernon Police Department
(VPD), JRM personnel focus on monitoring and reporting observations and trends to City staff
and the VPD. JRM has made a significant impact on safety and security, as they are
specifically dedicated to monitoring City Hall and City-owned facilities. Given costs related to
staffing, contracting for unarmed security guard services is the best option for the City and has
a lower overall fiscal impact than if similar services were provided in-house.
JRM’s contract is set to expire on May 20, 2023, and due to the increased security measures
noted above, it is anticipated that the contract will run out of necessary funds by June of 2022.
Although there are sufficient funds in VPU’s budget and no budget adjustments are necessary
for this service for FY 2021-22, approval of the proposed Amendment No. 2 to the Services
Agreement with JRM would allocate additional funds to this contract through the remainder of
its term.
Amendment No. 2 has been reviewed and approved as to form by the City Attorney’s office.
Fiscal Impact:
Amendment No. 2 with JRM would add $992,000 to the Services Agreement for a grand total
not-to-exceed amount of $3,308,500.63. Sufficient funds for continued unarmed security guard
services are available in Public Utilities System Dispatch and Administration Account Nos.
055.8100.596200 and 055.9000.596200.
Attachments:
1. Amendment No. 2 - SS Labor Force Inc dba JRM
- 1 -
AMENDMENT NO. 2 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF
VERNON AND S&S LABOR FORCE INCORPORATED, DBA JRM, FOR
UNARMED SECURITY GUARD SERVICES
This Amendment (Amendment No. 2) to that certain Services Agreement for unarmed
security guard services dated May 20, 2020, (Agreement), is made as of February 15, 2022, by
and between the City of Vernon, a California charter city and municipal corporation (City), and
S&S Labor Force Incorporated, dba JRM, a California corporation (Contractor).
WHEREAS, the City and Contractor are parties to a written Agreement, dated May 20,
2020, under which Contractor provides unarmed security guard services; and
WHEREAS, JRM continues to aid in the safeguarding of City and other public property.
Due to the ongoing COVID-19 pandemic, JRM has assisted in unexpected assignments,
including COVID-19 related monitoring assignments at City Hall and throughout the City.
Added security presence has been increased when some City staff has worked remotely. In
addition, JRM continues to assist with residential parking enforcement activities, provide
additional urgent safety measures related to the homelessness crisis, and provide enhanced
security to protect the City’s investments due to vandalism and theft because of infrastructure
improvements; and
WHEREAS, in light of these additional and unforeseen costs, the City and Contractor
desire to amend the Agreement, effective February 15, 2022, to increase Contractor’s total
compensation by an amount not to exceed $992,000.
NOW, THEREFORE, the parties to this Amendment No. 2 agree as follows:
1. Effective as of February 15, 2022, the total compensation for the term of the
Agreement shall not exceed $3,308,500.63.
2. Except as expressly modified by this Amendment No. 2, all provisions of the
Agreement shall remain in full force and effect.
3. The provisions of this Amendment No. 2 shall constitute the entire agreement of
the parties with respect to the subject matter included in this Amendment No. 2 and shall
supersede any other agreement, understanding, or arrangement, whether written or oral, between
the parties with respect to the subject matter of this Amendment No. 2.
4. The person or persons executing this Amendment No. 2 on behalf of each of the
parties warrants and represents that he or she has the authority to execute this Amendment No. 2
on behalf of that party and has the authority to bind that party to the performance of its
obligations hereunder.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 as of the date
stated in the introductory clause.
[SIGNATURES FOLLOW ON NEXT PAGE]
- 2 -
CITY OF VERNON, a California charter city
and municipal corporation
By: _______________________________
Carlos Fandino, City Administrator
S&S Labor Force Incorporated, dba JRM, a
California corporation
By:
Name:
Title:
ATTEST:
__________________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
__________________________________
Zaynah N. Moussa,
Interim City Attorney
City Council Agenda Item Report
Submitted by: Angela Melgar
Submitting Department: Finance/Treasury
Meeting Date: February 15, 2022
SUBJECT
Appointment of Stifel, Nicolaus & Company, Inc. for Underwriting Services
Recommendation:
A. Approve issuance of Pension Obligation Bonds (POBs); and
B. Appoint Stifel, Nicolaus & Company, Inc. (Stifel) to serve as underwriters on the
proposed POBs for a cost not-to-exceed $296,000 to be paid from bond proceeds upon
transaction completion and authorize the City Administrator to execute the related
Engagement Letter with Stifel.
Background:
In an effort to address pension related costs, staff is actively engaged in identifying options
that best serve the City’s needs and obligations in the long-term. Pension Obligation Bonds
(POBs) would allow the City to level annual payments for savings and, combined with a 115
Trust and a Pension Management Policy, would contribute to the long-term success of the
City's pension financing program.
In June 2021, staff engaged the services of GovInvest to analyze the benefits and risks
associated with issuing bonds to refinance pension and Other Post-Employment Benefits
(OPEB) debt. On September 21, 2021, GovInvest presented its findings to Council, focusing
on the potential savings, risks, and benefits of issuing POBs. On February 1, 2022, GovInvest
provided an updated presentation to Council, highlighting factors in CalPERS' rate of return
for fiscal year 2020-21 of 21.3%, which caused an automatic lowering of the discount rate from
7.0% to 6.8%, due to CalPERS' Funding Risk Mitigation Policy, and its impacts to the City's
Unfunded Actuarial Liability (UAL). Workhop II, scheduled for February 15, 2022, will provide
an opportunity for questions and answers and discussion prior to the appointment of an
Underwriter for the Pension Obligation Bond project by City Council.
Underwriter selection is one of the preliminary steps to issuing bonds. The primary function of
the bond underwriter is to develop the financing plan, market, sell and underwrite the bonds.
Other duties include creating a rating strategy to optimize the City’s presentation to rating
agencies and identifying ways to enhance the City’s capital markets strategy across projects
and credits to identify potential opportunities.
In preparation for several potential financing projects, on October 14, 2021, City staff issued a
Request for Proposals (RFP) for Investment Banking and Underwriting Services for three
project categories: 1) Redevelopment Agency Financing, 2) Pension Obligation Financing,
and 3) Financing of Major Maintenance/Infrastructure Improvements and Asset Acquisitions.
The RFP was distributed to the following ten (10) firms that specialize in public bond financing:
Bank of America Merrill Lynch, Piper Sandler, Raymond James & Associates, Inc., Goldman
Sachs, Citigroup Global Markets Inc., Hilltop Securities Inc., J.P. Morgan, Morgan Stanley,
Samuel A. Ramirez & Co., Inc., RBC Capital Markets, and Stifel Public Finance. In an effort to
maximize the diversity of the firms notified, staff advertised the RFP on PlanetBids, via which
nineteen (19) vendors were notified, including the aforementioned. Timely proposals were
received from the following seven firms: Citigroup Global Markets, Raymond James &
Associates, Inc., Drexel Hamilton, Goldman Sachs, Hilltop Securities Inc., Stifel, and Samuel
A. Ramirez & Co., Inc. All seven of the proposals responded to the POBs project.
A review panel evaluated the seven POBs project proposals received from qualified
respondents. A comprehensive and impartial evaluation of the proposals was conducted in
accordance with the specifications set forth within the RFP on the basis of four weighted
criteria: Qualifications 40%, Costs and Fees 30%, Responsiveness 10%, and References
20%. Stifel was determined to be the best fit due to the firm's exceptional qualifications,
competitive prices, and past experience. As the leading firm in POBs underwriting, Stifel has
underwritten fifteen (15) pension financings totaling $2.3 billion, making it the #1 underwriter
by number of issues and par amount. Furthermore, its institutional knowledge of local
communities facilitates its ability to match buyers with communities and credits that meet
investors' varying criteria. At this time, staff recommends that the City Council appoint Stifel as
underwriters for the POBs issuance in order to allow the firm to commence their work on this
transaction.
Next Step in Bond Process:
Upon finalizing the Series 2022 POB financial requirements and disclosure documents, City
Council will be presented the Resolution Authorizing Issuance, Trust Agreement, and Bond
Purchase Agreement for its consideration (expected for the March 1, 2022 Council meeting)
and be briefed on the specifics of the bonding transaction before proceeding with a final sale.
Subsequent to LA County Superior Court validation (a process that results in a binding
judgment with a notice and protest period similar to a public hearing process), staff will present
to Council the Preliminary Official Statement (expected for the July 5, 2022 Council meeting).
Fiscal Impact:
The total estimated cost for underwriting services is expected not-to-exceed $296,000 based
on a $112,845,000 bond transaction ($2.62/$1,000 bond), and will be paid from bond
proceeds upon transaction completion.
Attachments:
1. Investment Banking and Underwriting Services RFP
2. Investment Banking and Underwriting Services RFP - Stifel Response (10-25-21)
3. Stifel Engagement Letter - City of Vernon Pension Financing
City of Vernon
Request for Proposals (RFP)
Investment Banking and Underwriting
Services
City of Vernon
Finance Department
4305 Santa Fe Avenue, Vernon, CA 90058
Phone: (323) 583-8811
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 2 of 11
1.INTRODUCTION AND PROJECT
The City of Vernon is requesting proposals for investment banking and underwriting
services for the execution of a restructuring/refinancing of outstanding redevelopment
agency debt, financing all or a portion of the City’s Unfunded Accrued Liability (UAL)
pension obligations, and financing for major acquisitions and/or maintenance and
revenue-financed infrastructure improvements.
Redevelopment Agency Financing: The City seeks to refinance its existing series
2005 Industrial Redevelopment Project Tax Allocation Bonds (of which $30,785,000 is
currently outstanding), and series 2011 Industrial Redevelopment Project Tax
Allocation Bonds (Federally Taxable) (of which $8,130,000 is currently outstanding), in
order to realize interest rate savings.
Pension Obligation Financing: The City is also interested in pursuing financing
opportunities to benefit the City and increase financing options/flexibility in the near and
long term and is exploring pension obligation bonds in order to stabilize UAL costs over
time.
Financing of Major Maintenance/Infrastructure Improvements and Asset
Acquisitions: The City may engage in or pursue major maintenance projects, revenue-
financed infrastructure improvements, and asset acquisitions in order to strengthen the
City’s infrastructure and long-term ability to provide necessary City services. The City is
interested in pursuing financing opportunities to fund such maintenance, improvements
and/or acquisitions.
Proposers may submit a proposal for one or multiple service categories. The City will
select one or more firms, based on demonstrated competence and qualifications to
perform investment banking and underwriting services. Proposers must demonstrate a
comprehensive understanding of municipal finance.
The City intends to use this solicitation to select the firm(s) that, at the City’s sole
discretion, is/are found to offer the most favorable recommendations and terms.
Depending on the structure and size of the chosen approach, the City may later, at the
City’s sole discretion, choose firms for co-manager roles. The City is not obligated to
proceed with any transaction or to select any underwriting firm pursuant to this RFP.
2.BACKGROUND
The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and
is located approximately 5 miles southeast of downtown Los Angeles California. Over its
long history, Vernon has been developed as an industrial community. At the turn of the
20th century the lands that make up Vernon were comprised largely of farmlands. The
presence of three major rail lines in the area led influential business and property owners
to encourage the railroad companies to run spur lines onto the farmlands. These rail
extensions enabled the creation of an “exclusively industrial” city. By the 1920’s, Vernon
was attracting large stockyards and meatpacking facilities. In the 1930’s, Vernon
became the location of choice for many heavy industrial plants. As economic conditions
changed over the decades, these large-scale industrial operations have relocated out of
City of Vernon Investment Banking and Underwriting Services Request for Proposals
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Southern California and Vernon has attracted smaller, lighter industrial facilities. The
City’s business friendly environment, low cost utilities and key location for trucking and
rail transport continue to position Vernon as an ideal location for industrial uses.
City Government: The City Council consists of five members, elected at-large, who
serve five-year staggered terms. A Mayor and a Mayor Pro Tem are annually appointed
according to a rotation schedule based on year of election.
Labor Force: Vernon has approximately 225 employees, and its departments include a
Police Department, Finance Department, Public Works Department, Public Utilities
Department and Health and Environmental Control Department. Present bargaining
units include the Vernon Police Officers Benefit Association, Vernon Police Management
Association, International Brotherhood of Electrical Workers Local 47, and Teamsters
Local 911.
3.FINANCING CATEGORIES
A. FORMER REDEVELOPMENT AGENCY OUTSTANDING DEBT
The City is considering opportunities to refinance the existing Series 2005 and Series
2011 (Taxable) Tax Allocation Bonds in an optimal way to decrease debt service and
term. The former Redevelopment Agency currently has $38,915,000 (as of 9/1/2021) of
outstanding debt. The following table provides the maturity schedule of the two bonds.
B. PENSION OBLIGATIONS
The City is also considering financing opportunities to finance all or a portion of its
existing unfunded actuarial liability. As of the June 30, 2020 CalPERS valuations reports,
the City’s UAL is $146,631,689, as shown in the table below:
City of Vernon Investment Banking and Underwriting Services Request for Proposals
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C. FINANCING OF MAJOR MAINTENANCE/INFRASTRUCTURE
IMPROVEMENTS AND ASSET ACQUISITIONS
The City may engage in or pursue major maintenance projects, revenue-financed
infrastructure improvements, and asset acquisitions in order to strengthen the City’s
infrastructure and long-term ability to provide necessary City services. The City is
interested in pursuing financing opportunities to fund such maintenance, improvements
and/or acquisitions.
4. SCOPE OF SERVICES REQUIRED
With respect to each type of contemplated financings, the City of Vernon is seeking the
services of a highly qualified consulting firm to assist in the following:
A. Provide continued analyses to help determine an optimal approach for
financing/refinancing and other opportunities;
B. Attend and participate in meetings related to the financing(s);
C. Provide support services for completion of the financing(s), including
periodical preparation of schedules and distribution lists;
D. Provide ongoing information to the finance team regarding the activity and
status of the financing(s) and market conditions, including regular updates to
financing scales and numbers;
E. Assist in preparation of presentations to rating agencies and investors;
F. Structure, schedule, market, and purchase the bonds including underwriting
any balances of unsold bonds;
G. Present a timely, comprehensive summary of management performance; and
H. Obtain bids for credit enhancement and recommend efficient utilization of
available credit enhancement, including but not limited to bank facilities and
bond insurance, if necessary.
5. QUALIFICATIONS & CRITERIA
A. Qualifications: The City of Vernon may select one or more firms to provide
the outlined Scope of Service on the bases of qualifications, experience, and
cost. The following are the minimum qualifications to be used to evaluate
responses to this Request for Proposals:
Respondents must have a minimum of five (5) years of municipal finance
experience serving as an underwriter for acquisition, redevelopment and/or
pension obligation transactions, as required based on the scope of proposed
services. Experience in financing/refinancing similar sizes and types of bond
issuances in the State of California is desired.
B. Selection Criteria: The City will conduct a comprehensive, fair, and
impartial evaluation of proposals received in response to this RFP. All
proposals received will be reviewed and evaluated by a committee of
qualified personnel. The name, information, or experience of the individual
members will not be made available to any proposer. The Evaluation
Committee will first review and screen all proposals submitted, except for the
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 5 of 11
cost proposals, according to the minimum qualifications set forth above. The
following criteria will be used in reviewing and comparing the proposals and
in determining the highest scoring bid:
1. 40% Qualifications, background and prior experience of the firm in the
Service Area(s) being proposed, experience of key staff assigned to
oversee services provided to Vernon, evaluation of size and scope of
similar work performed and success on that work.
2. 30% Cost and fees to the City for handling matters. Cost is not the
sole determining factor but will be taken into consideration. Proposer
must offer services at a rate comparable to the rate proposer offers to
other governmental entities for similar work. Offering a higher rate to
the City than the comparable rate is grounds for disqualification of the
Proposer. If rates differ for different types or levels of service, or for
different Service Areas, the Proposer should so state.
3. 10% Responsiveness to the RFP, and quality and responsiveness of
the proposal.
4. 20% References including past performance of proposer.
6. FORMAT AND DELIVERY OF RESPONSE
Respondents are asked to submit an electronic copy via email to Scott Williams, Director
of Finance/City Treasurer to swilliams@ci.vernon.ca.us of their proposals in sufficient
detail to allow for a thorough evaluation and comparative analysis. The proposal should
include, at a minimum, the following information in sectionalized format addressing all
phases of the work in the RFP.
A. Format: Limit your proposal to 15 typed 8.5” X 11” pages, or fewer. You may
attach a firm brochure if you wish, but it must be as a separate attachment
and independent from the required elements noted above.
1. Use a conventional typeface with a minimum font size of 12 points.
Use a 1” margin on all borders.
2. Organize your submittal in the order described above.
3. Prominently label the package: “Investment Banking and Underwriting
Services RFP” and include the name of the primary contact for the
respondent.
4. Responses are due on or before 5:00 p.m. on October 25, 2021.
Late response will not be accepted.
5. If you have any questions about this RFP, please contact Scott
Williams via email at swilliams@ci.vernon.ca.us. Please note that any
questions asked and any response provided by Vernon will be sent to
every person who will be submitting a proposal, to the extent the City
is aware of them.
City of Vernon Investment Banking and Underwriting Services Request for Proposals
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B. Cover Letter: All proposals shall include a cover letter which states that the
proposal shall remain valid for a period of not less than ninety (90) days from
the date of submittal. If the proposal contemplates the use of sub-
contractors, the sub-contractors shall be identified in the cover letter. If the
proposal is submitted by a business entity, the cover letter shall be executed
by an officer authorized to contractually bind the business entity. With
respect to the business entity, the cover letter shall also include: the
identification of the business entity, including the name, address and
telephone number of the business entity; and the name, title, address and
telephone number of a contact person during the proposal evaluation period.
C. Introduction: Present an introduction of the proposal and your
understanding of the assignment and significant steps, methods and
procedures to be employed by the proposer to ensure quality deliverables
that can be delivered within the required time frames and your identified
budget.
D. General Scope of Work: Briefly summarize the scope of work as the
proposer perceives or envisions it for each Service Area proposed.
E. Work Plan: Present concepts for conducting the work plan and
interrelationship of all projects. Define the scope of each task including the
depth and scope of analysis or research proposed.
Provide clear and concise responses to the following:
1. Other Financing Opportunities. Provide a summary of the firm’s
approach to other financing opportunities that could benefit the City.
Specifically, provide a detailed discussion regarding the firm’s
recommendation of fixed versus variable rate bonds and the
considerations surrounding same. Additionally, provide an opinion on an
appropriate amortization schedule. If applicable, discuss the subtopics
listed in the “Refinancing Approach” section below and how they affect
the firm’s other financing opportunities recommendation.
2. Financing/Refinancing Approach. Provide a summary of the firm’s
approach to debt financing/refinancing followed by a more detailed
discussion of the ideas and considerations surrounding the recommended
approach. If applicable, provide series-specific descriptions and results
followed by the aggregate anticipated outcome. As part of the discussion,
address the following as they relate to the recommended approach:
a. Structure. The proposal should include other alternatives
explored and why those options were not selected as the primary
recommendation.
b. Credit Ratings. Given the City’s ratings and any information that
can be ascertained from rating agency reports, disclosure
documents and financials, which ratings should the City plan to
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 7 of 11
seek in association with the recommended transaction? Provide
information on how many ratings the firm would recommend
procuring and which rating agencies the firm recommends
approaching. Which ratings does the firm expect City to receive?
What are the primary areas of concern and how does the firm
recommend addressing them? What implications will the proposed
refinancing have on credit ratings and how should they be
addressed?
3. Approach to Sale. Detail the recommended approach to the potential
bond sale associated with the recommended refinancing approach.
Describe the firm’s marketing strategy, including: retail order period, net
roadshow, sealed bid, syndicate policies, etc. Explain how the firm
intends to sell the bonds at the best rates and include the firm’s proposal
for total compensation and liability.
F. Fees and costs: Although an important aspect of consideration, the financial
cost estimate will not be the sole justification for consideration. Negotiations
may or may not be conducted with the proposer; therefore, the proposal
submitted should contain the proposer’s most favorable terms and conditions,
since selection and award may be made without discussion with any firm. All
prices should reflect “not to exceed” amounts per item. Proposer must offer
services at a rate comparable to the rate proposer offers to other
governmental entities for similar work. Offering a higher rate to the City than
the comparable rate is grounds for disqualification of the Proposer.
Please provide a maturity-by-maturity takedown request for the potential
transaction assuming only one underwriter is selected. The City may
ultimately decide to appoint a co-manager or group of co-managers to work
with the lead manager which the City is intending to select. Also please detail
all expected expenses and management fee in a dollar-per-bond format.
Assume $50,000 for Underwriter’s Counsel. Proposer must offer services at a
rate comparable to the rate Proposer offers to other governmental entities for
similar work.
G. Ability of the Proposer to Perform: Provide a detailed description of the
proposer and his/her/its qualifications, including names, titles, detailed
professional resumes and past experience in similar work efforts/products of
key personnel who will be working on the assignment. Provide a list of
specific related work projects that have been completed by the proposer
which are directly related to the assignment described in this RFP. Note the
specific individuals who completed such project(s). Identify role and
responsibility of each member of the project team. Include the amount of
time key personnel will be involved in the respective portions of the
assignment. Provide the names, contact information and very brief resumes
for the core (no more than 3 individuals) banking team that would be
assigned to this contract. Provide the name, contact information and very
brief resume for the underwriter who would be assigned for the sale of any
bonds. Focus resumes on relevant experience and particularly highlight any
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 8 of 11
direct experience with transactions for the City of Vernon. Include the amount
of time key personnel will be involved in the respective portions of the
assignment. The identification and utilization of specific key personnel
throughout the contract term are important factors in the City’s consideration
and selection of a firm. Any changes in identified key personnel after the
award of the agreement must be approved by the City in writing before the
change is made. The City reserves the right to cancel the agreement if it
objects to a change in identified key personnel after the award, and to award
the contract to the next highest proposer or conduct a new RFP.
Respondents are encouraged to supply relevant examples of their
professional product. Provide a list of references.
The selected firm shall not subcontract any work under the RFP nor assign
any work without the prior written consent of the City.
If selected to participate in the interview phase, proposers will be asked to
address whether there are any conflicts of interest that would limit the
proposer’s ability to provide the requested service.
H. Affidavit of Non-Collusion. Proposer must submit a completed and
executed, “Affidavit of Non-Collusion.” (Copy attached as Exhibit A).
7.ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION
At any time prior to the due date for responses, the City may make changes,
amendments, and addenda to this solicitation, including changing the date due to allow
respondents time to address such changes. Addenda, changes, and amendments, if
made, will be posted on the City’s website (www.cityofvernon.org/planetbids), which is
deemed adequate notice. A proposer may make a request to the City’s project
coordinator to be placed on a list of persons to receive notice of any such addenda,
changes, or amendments. The preferred manner of communications is via e-mail due to
its timeliness.
8.CONDITIONS FOR RESPONSES TO RFP
The following conditions apply to this RFP process:
A. Nothing contained in this RFP shall create any contractual relationship
between the respondent and the City.
B. This RFP does not obligate the City to establish a list of service providers
qualified as prime contractors, or award an agreement to any respondent.
The City reserves the right to amend or cancel this RFP without prior notice,
at any time, at its sole discretion.
C. The City shall not be liable for any expenses incurred by any individual or
organization in connection with this RFP.
D. No conversations or agreements with any officer, agent, or employee of the
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 9 of 11
City shall affect or modify any terms of this RFP. Oral communications or any
written/e-mail materials provided by any person other than designated
contact staff of City shall not be considered binding.
E. The City reserves the right, in its sole discretion, to accept or reject any or all
Proposals without prior notice and to waive any minor irregularities or defects
in a Proposal. The City reserves the right to seek clarification on a Proposal
with any source.
F. The dates, times, and sequence of events related to this RFP shall ultimately
be determined by the City. The schedule shown above is subject to change,
at the sole discretion of the City, although the City will attempt to follow it and,
if it must be altered, will attempt to provide reasonable notice of the changes.
G. Respondents shall not issue any news release pertaining to this RFP, or the
City without prior written approval of the City.
H. All submitted proposals and information included therein or attached thereto
shall become public record upon delivery to the City.
9.RIGHT BY THE CITY TO WITHDRAW THIS REQUEST
The City may, at its sole discretion and for any reason whatsoever, withdraw this
solicitation at any time.
10.STANDARD TERMS AND CONDITIONS
Prior to the award of any work hereunder, City and proposer shall enter into the City’s
standard form services agreement attached hereto as Exhibit B. Proposers responding
to this RFP are strongly advised to review all the terms and conditions of the Agreement.
The term of the Agreement shall not exceed three (3) years pursuant to the Vernon
Municipal Code.
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 10 of 11
EXHIBIT A
AFFIDAVIT OF NON-COLLUSION
March 2013
AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
_______________________________________________________________, being first duly sworn deposes
and says that he/she is ______________________________________________________________________
(Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title)
of______________________________________________________________________________________
(Insert name of bidder)
who submits herewith to the City of Vernon a bid/proposal;
That all statements of fact in such bid/proposal are true;
That such bid/proposal was not made in the interest of or on behalf of any undisclosed person,
partnership, company, association, organization or corporation;
That such bid/proposal is genuine and not collusive or sham;
That said bidder has not, directly or indirectly by agreement, communication or conference with anyone
attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or
anyone else interested in the proposed contract; and further
That prior to the public opening and reading of bids/proposals, said bidder:
a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham
bid/proposal;
b.Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said
bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain
from bidding or withdraw his/her bid/proposal;
c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference
with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or
fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else;
d.Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or
the contents thereof, or divulge information or data relative thereto, to any corporation,
partnership, company, association, organization, bid depository, or to any member or agent
thereof, or to any individual or group of individuals, except the City of Vernon, or to any person
or persons who have a partnership or other financial interest with said bidder in his/her business.
I certify under penalty of perjury that the above information is correct
By:______________________________________ Title:________________________________
Date:____________________________________
City of Vernon Investment Banking and Underwriting Services Request for Proposals
Page 11 of 11
EXHIBIT B
STANDARD FORM AGREEMENT
Page 1 of 17
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR’S
NAME] FOR INVESTMENT BANKING AND UNDERWRITING SERVICES
COVER PAGE
Contractor: [insert name of contractor]
Responsible Principal of Contractor: [insert name, title]
Notice Information - Contractor: [insert name of contractor]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: [insert phone number]
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Scott Williams
Director of Finance/City Treasurer
Telephone: (323) 583-8811 ext. 849
Email: swilliams@ci.vernon.ca.us
Commencement Date: [insert commencement date]
Termination Date: [insert termination date]
Consideration: Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20
Page 2 of 17
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR’S NAME]
FOR INVESTMENT BANKING AND UNDERWRITING SERVICES
This Agreement is made between the City of Vernon ("City"), a California charter City
and California municipal corporation (“City”), and [Contractor’s Name], a [State incorporated in]
corporation (“Contractor”).
The City and Contractor agree as follows:
1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to
perform the services as hereinafter set forth as authorized by the City Council on
____________, ____.
2.0 SCOPE OF SERVICES.
2.1 Contractor shall perform all work necessary to complete the services set
forth in the City’s Request for Proposals issued on or about , and titled
, and Contractor's proposal to the City ("Proposal") dated
, Exhibit “A”, a copy which is attached to and incorporated into this
Agreement by reference.
2.2 All services shall be performed to the satisfaction of City.
2.3 All services shall be performed in a competent, professional, and
satisfactory manner in accordance with the prevailing industry standards for such services.
3.0 PERSONNEL.
3.1 Contractor represents that it employs, or will employ, at its own expense,
all personnel required to perform the services under this Agreement.
3.2 Contractor shall not subcontract any services to be performed by it under
this Agreement without prior written approval of City.
3.3 All of the services required hereunder will be performed by Contractor or
by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be
fully qualified and authorized or permitted under State and local law to perform such services
and shall be subject to approval by the City.
4.0 TERM. The term of this Agreement shall commence on [state date], and it shall
continue until [state date which may not be more than three years from the commencement
date], unless terminated at an earlier date pursuant to the provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 Contractor has established rates for the City of Vernon which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. For satisfactory and timely performance of
Page 3 of 17
the services, the City will pay Contractor in accordance with the payment schedule set forth in
Exhibit “B” attached hereto and incorporated herein by reference.
5.2 Contractor's grand total compensation for the entire term of this
Agreement, shall not exceed [state amount] without the prior authorization of the City, as
appropriate, and written amendment of this Agreement.
5.3 Contractor shall, at its sole cost and expense, furnish all necessary and
incidental labor, material, supplies, facilities, equipment, and transportation which may be
required for furnishing services pursuant to this Agreement. Materials shall be of the highest
quality. The above Agreement fee shall include all staff time and all clerical, administrative,
overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related
costs and expenses.
5.4 City shall reimburse Contractor only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing in advance by City.
Unless otherwise approved, such costs shall be limited and include nothing more than the
following costs incurred by Contractor:
5.4.1 The actual costs of subcontractors for performance of any of the
services that Contractor agrees to render pursuant to this Agreement, which have been
approved in advance by City and awarded in accordance with this Agreement.
5.4.2 Approved reproduction charges.
5.4.3 Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Contractor in the performance of this
Agreement.
5.5 Contractor shall not receive any compensation for extra work performed
without the prior written authorization of City. As used herein, “extra work” means any work that
is determined by City to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services and which the parties did not reasonably anticipate would
be necessary at the time of execution of this Agreement. Compensation for any authorized
extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if
the extra work has been approved by the City.
5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at
Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required
by law for the performance of the services required by this Agreement. Contractor shall have the
sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and
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interest, which may be imposed by law and which arise from or are necessary for the
performance of the Services by this Agreement.
6.0 PAYMENT.
6.1 As scheduled services are completed, Contractor shall submit to the
City an invoice for the services completed, authorized expenses, and authorized extra work
actually performed or incurred according to said schedule.
6.2 Each such invoice shall state the basis for the amount invoiced, including
a detailed description of the services completed, the number of hours spent, reimbursable
expenses incurred and any extra work performed.
6.3 Contractor shall also submit a progress report with each invoice that
describes in reasonable detail the services and the extra work, if any, performed in the
immediately preceding calendar month.
6.4 Contractor understands and agrees that invoices which lack sufficient
detail to measure performance will be returned and not processed for payment.
6.5 City will pay Contractor the amount invoiced within thirty (30) days after
the City approves the invoice.
6.6 Payment of such invoices shall be payment in full for all services,
authorized costs, and authorized extra work covered by that invoice.
7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be
reasonably necessary for Contractor to perform its services; and will give any required decisions
as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's
services.
8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City’s staff, consultants, and other
staff at all reasonable times.
9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials,
employees and agents against, and will hold and save each of them harmless from, any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to
professional negligence, that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the work, operations or activities of Contractor, its agents,
employees, subcontractors, or invitees, provided for herein, or arising from the acts or
omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to
perform any term, provision, covenant or condition of this Agreement, except to the extent such
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claims or liabilities arise from the gross negligence or willful misconduct of City, its officers,
elected officials, agents or employees.
10.0 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
Agreement, including any extensions thereto. The policies shall state that they afford primary
coverage.
i.Automobile Liability with minimum limits of at least $1,000,000 combined single
limit, including owned, hired, and non-owned liability coverage.
ii.Contractor agrees to subrogate automobile liability resulting from performance
under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its
respective employees, agents, and City Council from and against all claims, liabilities, suits,
losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees
(“Claims”), which are attributable to any act or omission by the City under the performance of
the services.
iii.General Liability with minimum limits of at least $1,000,000 per occurrence and
$2,000,000 aggregate 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 Agreement.
(1) 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.
(2) Contractor agrees to subrogate General Liability resulting from
performance under this Agreement by agreeing to defend, indemnify and
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hold harmless, the City, and its respective employees, agents, and City
Council from and against all claims, liabilities, suits, losses, damages,
injuries and expenses, including all costs and reasonable attorney’s fees
(“Claims”), which are attributable to any act or omission by the City under
the performance of the services.
iv.Professional Errors and Omissions coverage in a sum of at least $1,000,000,
where such risk is applicable. Applicable aggregates must be identified and claims history
provided to determine amounts remaining under the aggregate. Contractor shall maintain such
coverage for at least one (1) year after the termination of this Agreement.
v.Contractor shall comply with the applicable sections of the California Labor Code
concerning workers' compensation for injuries on the job. In addition, Contractor shall require
each subcontractor to similarly maintain workers’ compensation insurance in accordance with
the laws for California for all of the subcontractor’s employees. Compliance is accomplished in
one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the
State of California; or
(2) 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
Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor
Code's Workers' Compensation provision will be used in performance of
this Agreement.
vi.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.
Page 7 of 17
vii.Insurance shall be placed with insurers with a Best's rating of no less than A-VIII.
viii.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.
ix.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 Agreement 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 to Contractor, at City's option; (b) immediately terminate this
Agreement and seek damages from the Agreement resulting from said breach; 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 to Contractor.
11.0 GENERAL TERMS AND CONDITIONS.
11.1 INDEPENDENT CONTRACTOR.
11.1.1 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, officer
or employee of City and shall furnish such services in its own manner and method except as
required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor
has and shall retain the right to exercise full control over the employment, direction,
compensation and discharge of all persons employed by Contractor in the performance of the
services hereunder. City assumes no liability for Contractor’s actions and performance, nor
assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by
or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and
save City harmless from all matters relating to the payment of its employees, subcontractors
and independent contractors, including compliance with social security, withholding and all other
wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
11.1.2 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,
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holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term
disability or workers' compensation insurance benefits.
11.2 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.
11.3 OWNERSHIP OF WORK. All documents and materials furnished by the
City to Contractor shall remain the property of the City and shall be returned to the City upon
termination of this Agreement. All reports, drawings, plans, specifications, computer tapes,
floppy disks and printouts, studies, memoranda, computation sheets, and other documents
prepared by Contractor in furtherance of the work shall be the sole property of City and shall be
delivered to City whenever requested at no additional cost to the City. Contractor shall keep
such documents and materials on file and available for audit by the City for at least three (3)
years after completion or earlier termination of this Agreement. 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.
11.4 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.
11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its
work and results under this Agreement. Contractor, when requested, shall furnish clarification
and/or explanation as may be required by the City, regarding any services rendered under this
Agreement at no additional cost to City. In the event that an error or omission attributable to
Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design
drawings, estimates and other Contractor professional services necessary to rectify and correct
the matter to the sole satisfaction of City and to participate in any meeting required with regard
to the correction.
11.6 WAIVER. The City's waiver of any term, condition, breach, or default of
this Agreement shall not be considered to be a waiver of any other term, condition, default or
breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any
time to require performance or compliance by the other of any of its obligations or agreements
shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and executed
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by a duly authorized representative of the party against whom enforcement of a waiver is
sought.
11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall
be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.
11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this
Agreement 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 Agreement. No assignment shall release the original
parties from their obligations or otherwise constitute a novation.
11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,
State, County and City laws, ordinances, rules and regulations, which are, as amended from
time to time, incorporated herein and applicable to the performance hereof. Violation of any law
material to performance of this Agreement shall entitle the City to terminate the Agreement and
otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be
contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs
arising therefrom.
11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to
enforce or interpret the terms of this Agreement, 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.
11.11 INTERPRETATION.
11.11.1 Applicable Law. This Agreement shall be deemed an
agreement and shall be governed by and construed in accordance with the laws of the State of
California. Contractor agrees that the State and Federal courts which sit in the State of
California shall have exclusive jurisdiction over all controversies and disputes arising hereunder,
and submits to the jurisdiction thereof.
11.11.2 Entire Agreement. This Agreement, 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).
11.11.3 Written Amendment. This Agreement may only be changed
by written amendment executed by Contractor and the City Administrator or other authorized
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representative of the City, subject to any requisite authorization by the City Council. Any oral
representations or modifications concerning this Agreement shall be of no force or effect.
11.11.4 Severability. If any provision in this Agreement is held by any
court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be
deemed severed from this Agreement, and the remaining provisions shall nevertheless continue
in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never
been part of this Agreement.
11.11.5 Order of Precedence. In case of conflict between the terms of
this Agreement and the terms contained in any document attached as an Exhibit or otherwise
incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the
City’s Request for Proposals shall control over the Contractor’s Proposal.
11.11.6 Construction. In the event an ambiguity or question of intent
or interpretation arises with respect to this Agreement, this Agreement shall be construed as if
drafted jointly by the parties and in accordance with its fair meaning. There shall be no
presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement.
11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement
and each and every covenant, term, and provision hereof.
11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents
and warrants to the City that the Contractor has the right, power, legal capacity, and authority to
enter into and perform its obligations under this Agreement, and its execution of this Agreement
has been duly authorized.
11.14 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 Agreement, 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.
11.15 NOTICES. Any notice or demand to be given by one party to the other
must be given in writing and by personal delivery or prepaid first-class, registered or certified
mail, addressed as follows. Notice simply to the City of Vernon or any other City department is
not adequate notice.
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If to the City:
City of Vernon
Attention: Scott Williams, Director of Finance/City Treasurer
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:
Any such notice shall be deemed to have been given upon delivery, if personally
delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date
of posting, whichever is earlier. Either party may change the address at which it desires to
receive notice upon giving written notice of such request to the other party.
11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole
benefit of City and Contractor and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to
this Agreement.
11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may
terminate this Agreement 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 Agreement 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.
11.18 DEFAULT. In the event either party materially defaults in its obligations
hereunder, the other party may declare a default and terminate this Agreement by written notice
to the defaulting party. The notice shall specify the basis for the default. The Agreement 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. In case of
default by Contractor, the City reserves the right to procure the goods or services from other
sources and to hold the Contractor responsible for any excess costs occasioned to the City
thereby. Contractor shall not be held accountable for additional costs incurred due to delay or
default as a result of Force Majeure. Contractor must notify the City immediately upon knowing
that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that
time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan
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is not acceptable to the City or not received within 10 days of the necessary notification of Force
Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing
only for goods and services completed to that point.
11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the
terminating party of further liability or responsibility under this Agreement, 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. If this Agreement is terminated as
provided herein, City may require, at no additional cost to City, that Contractor provide all
finished or unfinished documents, data, and other information of any kind prepared by
Contractor in connection with the performance of Services under this Agreement. Contractor
shall be required to provide such document and other information within fifteen (15) days of the
request.
11.19.1 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as
it may determine appropriate, services similar to those terminated.
11.20 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access
to and the right to audit and reproduce any of the Contractor's records to the extent the City
deems necessary to insure it is receiving all money to which it is entitled under the Agreement
and/or is paying only the amounts to which Contractor is properly entitled under the Agreement
or for other purposes relating to the Agreement.
The Contractor shall maintain and preserve all such records for a period
of at least three (3) years after termination of the Agreement.
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.
11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no
member, officer, or employee of the Contractor is a director, officer, or employee of the City of
Vernon, or a member of any of its boards, commissions, or committees, except to the extent
permitted by law.
Page 13 of 17
11.22 HEADINGS. Paragraphs and subparagraph headings contained in this
Agreement are included solely for convenience and are not intended to modify, explain or to be
a full or accurate description of the content thereof and shall not in any way affect the meaning
or interpretation of this Agreement.
11.23 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.
11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor
certifies and represents that, during the performance of this Agreement, it and any other parties
with whom it may subcontract shall adhere to equal employment opportunity practices to assure
that applicants, employees and recipients of service are treated equally and are not
discriminated against because of their race, religion, color, national origin, ancestry, disability,
sex, age, medical condition, sexual orientation or marital status. 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 “C”.
[Signatures Begin on Next Page].
Page 14 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Commencement Date stated on the cover page.
City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos R. Fandino, Jr.
City Administrator
[CONTRACTOR’S NAME], a [State
incorporated in] corporation
By:
Name:
Title:
ATTEST:
_______________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
Interim City Attorney
Page 15 of 17
EXHIBIT A
CONTRACTOR'S PROPOSAL
Page 16 of 17
EXHIBIT B
SCHEDULE
Page 17 of 17
EXHIBIT C
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.
Investment Banking and
Underwriting Services RFP
October 25, 2021
Stifel Public Finance
2121 Avenue of the Stars, 21st Floor I Los Angeles, CA 90067
(213) 443-5200
October 25, 2021
Scott Williams, Director of Finance and City Treasurer
Re: Investment Banking and Underwriting Services RFP
Dear Scott,
On behalf of Stifel, thank you for your consideration of our firm to serve the City of Vernon
(“City”) as underwriter on the proposed pension obligation financing (“POBs”) and the
Successor Agency’s tax allocation refunding bonds (“TABs”). Please consider the following:
Stifel is the #1 California Bond Underwriter. Since 2018, Stifel has brought to market 676
California bond issues totaling $18.4 billion, making us the #1 underwriter by number of
issues with a market share of 24%. Our experience represents one-quarter of all California
municipal issues and an average of four sales each week.
#1 Tax Allocation Bond Underwriter. Stifel’s bankers, underwriters, and sales professionals
all have a long history of structuring, marketing, and selling more California tax allocation
bonds than any other firm. Since 2018, we have underwritten 41 tax allocation bonds
totaling $890 million in par value, representing a 41% market share, or more than 3 times
the amount of issues as our closest competitor.
#1 Pension Bond Underwriter. Since 2018, we have
underwritten 15 pension financings totaling $2.3
billion in par, making us the #1 underwriter by number
of issues and par amount. In 2021 year to date, Stifel
has had a role in every other deal and nearly 81% of the
par financed. In comparison to our Wall Street
competitors, Stifel’s experience is greater than all big
banks combined (both by par and number of issues).
Distribution Platform that Combine to Deliver Aggressive Pricing. Stifel is one of the few
underwriting firms doing business in California that underwrites California bonds from a
California underwriting desk. In fact, the firm has 3 California underwriters on 2 California
underwriting desks. Our underwriters’ knowledge of local communities facilitates our
ability to match buyers with communities and credits that meet these investors’ varying
criteria. Furthermore, our sales platform includes 21 institutional municipal sales
specialists, approximately 200 fixed-income generalists and 280 retail sales professionals
among 36 California private client offices.
Please note that this proposal will remain valid for a period of not less than ninety (90) days
from the submittal date. Again, thank you for the opportunity to respond.
Sincerely,
John Kim, Managing Director
T: (213) 443-5023 | E: jkim@stifel.com
Thomas Jacob, Managing Director
T: (213) 443-5010 | E: tjacob@stifel.com
$2.3B
$1.3B
$144M
0
2
4
6
8
10
12
14
16
Stifel BofA JP Morgan Goldman
Sachs
CitiNUmber of Issues Select POB Underwriter Rankings
Source: SDC, 1/1/2018 –10/1/2021
City of Vernon | Investment Banking and Underwriting Services RFP
City of Vernon
Investment Banking and Underwriting Services RFP
Cover Letter (Page 1)
Table of Contents
C. Introduction .......................................................................................................... 2
D. General Scope of Work .......................................................................................... 2
E. Work Plan ............................................................................................................. 3
F. Fees and costs ..................................................................................................... 12
G. Ability of the Proposer to Perform ........................................................................ 12
H. Affidavit of Non-Collusion .................................................................................... 15
Appendix A: Executed Affidavit of Non-Collusion
DISCLOSURE: As outlined in the SEC’s Municipal Advisor Rule, Stifel, Nicolaus & Company, Incorporated (“Stifel”) is
providing the attached material and all information and advice contained therein in response to a request for proposals
or request for qualifications (the “RFP”) by a municipal issuer or obligated person with respect to a specific issue of
municipal securities. Stifel has not acted, and will not act, as your municipal advisor with respect to the issuance of the
municipal securities that is the subject to the RFP.
Stifel is providing information and is declaring to the proposed municipal issuer and any obligated person that it has done
so within the regulatory framework of MSRB Rule G-23 as an underwriter (by definition also including the role of placement
agent) and not as a financial advisor, as defined therein, with respect to the referenced proposed issuance of municipal
securities. The primary role of Stifel, as an underwriter, is to purchase securities for resale to investors in an arm’s- length
commercial transaction. Serving in the role of underwriter, Stifel has financial and other interests that differ from those of
the issuer. The issuer should consult with its’ own financial and/or municipal, legal, accounting, tax and other advisors,
as applicable, to the extent it deems appropriate.
These materials have been prepared by Stifel for the client or potential client to whom such materials are directly
addressed and delivered for discussion purposes only. All terms and conditions are subject to further discussion and
negotiation. Stifel does not express any view as to whether financing options presented in these materials are achievable
or will be available at the time of any contemplated transaction. These materials do not constitute an offer or solicitation
to sell or purchase any securities and are not a commitment by Stifel to provide or arrange any financing for any transaction
or to purchase any security in connection therewith and may not relied upon as an indication that such an offer will be
provided in the future. Where indicated, this presentation may contain information derived from sources other than Stifel.
While we believe such information to be accurate and complete, Stifel does not guarantee the accuracy of this information.
This material is based on information currently available to Stifel or its sources and is subject to change without notice.
Stifel does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative
transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and /or
counsel as you deem appropriate.
City of Vernon | Investment Banking and Underwriting Services RFP Page | 2
C. Introduction
Present an introduction of the proposal and your understanding of the assignment and significant steps (given the limit
to 15 pages, all questions – noted in green - are abbreviated herein).
We understand and are committed to providing those services listed under the Scope of
Work, as outlined below, throughout the financing process. As mentioned in our cover
letter, Stifel is the leading underwriter in all the financing categories identified by the City
(see our response to Question G for more detail). Why do so many issuers trust Stifel over
other firms? Succinctly speaking, it’s a combination of our experience, resources, customer
approach, and financing execution. Our banking team has cultivated a reputation for
excellence by providing issuer-clients with thoughtful and engaging customer service,
always delivering a work product that is of the utmost quality in a timely and efficient
manner. Moreover, our capital markets team (in charge of marketing, pricing and selling
bonds) has more California experience than any other team in the industry, giving them with
a unique understanding of local credits and insights on optimal pricing levels. As such, we
are confident that we are the most qualified underwriting firm to assist the City.
D. General Scope of Work
Briefly summarize the scope of work as the proposer perceives or envisions it for each Service Area proposed.
While not an exhaustive services list, we plan to implement the Scope of Work in the
following three phases: 1) strategic planning, preparation of documents and credit
package; 2) pre-sale marketing plan; and 3) Council approval, sale and post-sale analysis.
Proposed Scope of Work Phases
PHASE 1: Strategic Planning, Preparation of Documents and Credit Package
Structure
Assist the City in selecting the optimal financing structure(s):
o TABs: Level vs. upfront savings;
o POBs: Funding levels, debt structure, targeted amort bases;
o Other Infrastructure Improvements: Help the City identify
infrastructure needs and sources of repayment.
Support Stifel will develop a financing roadmap that will clearly articulate the
required financing milestones to complete the financing(s).
Updates Stifel will provide the financing team regular market updates and any
impact to the financing/refinancing numbers.
Credit
Analysis
If selected, we look forward to analyzing each credit (POBs, TABs, and
Other Infrastructure Improvements) in more detail and determining the
viability of a bond insurance, which would lead to a lower cost of
borrowing (i.e. lower debt service payments).
Stifel will prepare a credit package for both the rating agency (most
likely Standard & Poor’s) and bond insurers (if applicable), participate
in any discussions and answer any credit questions and ultimately
evaluate and summarize the results to the City.
City of Vernon | Investment Banking and Underwriting Services RFP Page | 3
PHASE 2: Pre-Sale Marketing Plan
Marketing
Plan
Our expertise with all the contemplated financing types and market
presence grants us valuable knowledge of active investors and their
appetite, allowing for a more targeted marketing approach. See
responses to E(2) for our marketing strategy.
Investor
Outreach
We expect to utilize various tools to reach investors, including:
o Drone Videos: Stifel is the only underwriter that regularly uses drone
videos to market bonds.
o Local Marketing: Newspaper ads in local publications (both print
and online editions) will be used to publicize the bond sale. Stifel
would place ads, at no cost to the City.
Other important milestones include engaging discussions with credit
analysts, early release of the investor offering document (ideally 2
weeks) and facilitating investor calls.
PHASE 3: Council Approval, Sale and Post-Sale Analysis
City Council
Stifel will assist the City in creating staff reports that summarize the
transaction(s) in easily digestible terms.
Stifel will be available to help present materials.
Pricing
Stifel will keep the City apprised of market conditions and any impact
that rate fluctuations may have on the financing(s).
On the day of pre-pricing, Stifel will provide pricing comparables, our
preliminary pricing scale and cash flows financing team.
On the day of pricing, Stifel will provide access to an order monitor
screen, allowing the team to view live investor orders.
Stifel will provide a financing progression summary, tracking the
economics from the onset of the transaction up until pricing.
Closing
Stifel will prepare a ‘flow-of-funds’ memorandum, summarizing the
transaction (interest rate, order summary, etc.) and detailing the wires
necessary to close the transaction.
Post Sale
Analysis
Stifel will prepare a post-sale book memorializing pricing results, a
summary of market conditions leading up to the sale, etc.
E. Work Plan
Present concepts for conducting the work plan and interrelationship of all projects. Define the scope of each task including
the depth and scope of analysis or research proposed.
Please see our responses above and below for more detail on the depth and scope of our
research and analysis for each of the contemplated financings.
1. Other Financing Opportunities. Provide a summary of the firm’s approach to other financing opportunities…
If selected as underwriter, we look forward to sitting down with the City to learn more about
the City’s financing needs and developing a similar strategy as the approaches to each of
the contemplated financings detailed below.
City of Vernon | Investment Banking and Underwriting Services RFP Page | 4
2. Financing/Refinancing Approach. Provide a summary of the firm’s approach to debt financing/refinancing…
a. Structure. The proposal should include other alternatives explored…
b. Credit Ratings. Which ratings should the City plan to seek…?
c. Approach to Sale. Detail the recommended approach…Describe the firm’s marketing strategy…
While there are several electric system obligations that have upcoming call dates in 2022,
we focus our discussion below on the TABs and POBs (those issues identified in the RFP),
both of which have the most meaningful and immediate impact on the City.
Successor Agency Debt: Tax Allocation Refunding Bonds
Rating Agency Strategy. For an issue of this size (~$40 million) in today’s market, investors
will require just one rating with S&P being the preferred agency. In fact, since dissolution
of redevelopment agencies in 2011, all but 2 bond issues have carried a single rating from
S&P. As such, we recommend that the Successor Agency pursue a single rating from S&P.
Credit Overview. The Successor Agency has two outstanding obligations: the 2005 TABs
and 2011 Taxable TABs. At the time of issuance, the 2005 TABs were not assigned a credit
rating and the 2011 Taxable TABs were assigned an ‘A-’ by S&P. Most recently, the 2011
Taxable TABs were upgraded one notch to ‘A’ in June 2016. At that time, S&P noted as
strengths the debt coverage levels (max annual debt coverage of ~2.3x), the closed lien
(limit on additional bonds secured by tax increment revenues), and the Vernon’s Industrial
Project Area’s (“Project Area”) proximity to downtown Los Angeles. S&P also noted that
they could raise the credit rating should the Project Area experience an increase in
assessed values (“values” or “AV”), which would lower the volatility ratio (defined below),
and increase debt
coverage ratios in line with
higher rated project areas.
As illustrated to the right,
since S&P’s review in
2016, values have
continued to grow (62%
over the last 10 years, or
an average of 6% per
year), which has caused
debt service coverage to
grow to well over 4.5x. The
volatility ratio (ratio that
measures the Project
Area’s sensitivity to value
fluctuations) has declined
from 0.44 (2017) to a
more moderate 0.29
(current estimate). To help
Industrial Redevelopment Project Area: Select Credit Characteristics
Commercial
126
Industrial
715
Vacant
121
Other
334
Properties Levied (Parcels)
Industrial
76.8%
Commercial
3.9%
Vacant
2.5%
Other
16.8%
Assessed Values (%)
1%2%5%4%6%9%
10%4%
9%
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022MillionsAssessed Value Trends
(Last 10 Fiscal Years; Amounts in $000's)
Base Year
$1.4 Billion
Assessed Value
$4.8 Billion
AV Volatility: 0.29
City of Vernon | Investment Banking and Underwriting Services RFP Page | 5
put these metrics
and others into
context and in order
to get a better sense
of a rating outcome,
we compile metrics
of comparable
(primarily industrial)
project areas in the
accompanying chart.
With the exception of
a slightly higher
concentration of
industrial land use
(measured by AV),
the Project Area
demonstrates
stronger credit
characteristics than
the comparable ‘A’ rated Commerce credit (lower volatility ratio, less concentration among
top taxpayers, and higher maximum annual debt service, or MADS, coverage). Despite
having a slightly more concentrated tax base than the higher rated ‘A+’ South El Monte
credit, the Project Area exhibits a lower volatility ratio and higher MADS coverage.
Credit Takeaways. Based on our analysis, we believe that the Project Area deserves an
upgrade to ‘A+.’ When reviewing the credit with S&P, we recommend focusing on:
Consistent Growth in Values. As noted above, values have grown more than 62% since
the end of the Great Recession. Not only has the Project Area matched pre-recession
levels but have done so in a consistent and healthy manner (i.e. no sharp increases).
Improved Coverage Levels. The increase in values described above as well as the addition
of former housing set-aside funds have significantly improved debt service coverage. We
estimate that MADS coverage will increase from 3.7x (before the refunding) to 4.1x, much
higher than our ‘A’ (Commerce) and ‘A+’ (South El Monte) rated examples.
Lower AV Volatility Ratio. Value increases have also led to a lower AV volatility ratio (0.44
based on 2017 values to 0.29 in 2022), signifying less sensitivity to fluctuations in AV.
Again, the improved ratio is lower than both of our examples above, further solidifying
the argument for a rating upgrade.
Structure Considerations and Recommendations. With a better understanding of the credit,
we can now begin to analyze considerations and provide recommendations:
Interest Rates and Couponing. We believe that our proposed tax-exempt and taxable (the
2011 TABs were initially issued as taxable bonds) scales will attract the widest array of
Project Area Credit Comparison (Nearby Industrial-Concentrated Areas)
Successor Agency Vernon* Commerce South El Monte
County Los Angeles Los Angeles Los Angeles
Per Cap EBI (% of US) 42% n.a. 46%
Median HHI (% of US) 80% 88% 84%
Project Area Industrial All Project Areas Improvement
Current Rating TBD (Current ‘A’) A A+
Acreage 2,125 2,537 1,020
Secured Parcels 1,334 2,038 2,399
Total Assessed Value $4.8 billion $3.2 billion $1.9 billion
10-Yr Change in AV 62.4% 34.3% 46.7%
Volatility Ratio 0.29 0.32 0.35
Top Taxpayer (%) 3.0% 7.4% 1.0%
Top 10 (%) 12.9% 30.7% 8.0%
AV Decline-Still 1X¹* 50.9% 31.2% 45.0%
Land-Use
Residential (S/M) 0.0% 5.6% 19.7%
Commercial 3.3% 17.4% 14.3%
Industrial 81.1% 72.2% 63.2%
Other 15.6% 4.8% 2.8%
All-In MADS Coverage* 4.1x 2.4x 3.3x
¹How Much Values Could Decline, Still Provide Enough Revenues to Cover Debt (1X Coverage)
*All-In MADS and AV Decline Statistics Incorporate Our Structure Recommendations Below
City of Vernon | Investment Banking and Underwriting Services RFP Page | 6
potential investors, from individual retail to large institutional investors. Provided below,
in the following section, is a detailed description of our marketing approach.
Insurance and Surety Reserve Policies. We reached out to the two active municipal bond
insurers (AGM and BAM) in the current market, both of whom expressed interest and
provided indicative bids. Both firms
provided insurance bids (covering
debt service) ranging from 50 to 70
bps and surety reserve (policy
covering the reserve fund) bids
ranging from 200 to 250 bps. Please
note that these bids assume a rating
in the ‘A’ category. Our analysis
incorporates the more conservative,
higher end of the range.
Level vs Upfront Savings. As an
alternative to ‘level’ annual savings
over the next 14 years, the Successor
Agency has the ability to structure
‘upfront’ savings. Based on current
market conditions, we estimate that
an ‘upfront’ savings structure can
generate roughly $4.2mm of savings
to all affected taxing agencies in
years 2023-25, of which an
estimated $500,000 would be allocated to the City. Conversely, under a ‘level’ savings
structure, the City would realize an estimated $60,000 in annual savings through 2030
and $17,500 thereafter through maturity in 2035. See the chart above.
Marketing Approach. Our strategy would be aimed primarily at the following groups:
Active Buyers of California TABs. While there have been a dearth of TAB credits over the
past year, leveraging accounts most active in the sector will prove to be valuable to the
marketing campaign. For example, firms such as Guggenheim, Breckenridge Capital
TAX-EXEMPT BONDS: Pricing and Structuring Recommendations
Maturity
(9/1)
MMD
(10-22)
Par
($000s) Coupon Yield
Spread
2022 0.13% $1,285 4.00% 0.18% +5
2023 0.21% 1,390 4.00% 0.26% +5
2024 0.29% 1,540 4.00% 0.34% +5
2025 0.44% 1,690 4.00% 0.49% +5
2026 0.60% 1,715 4.00% 0.65% +5
2027 0.77% 1,870 4.00% 0.84% +7
2028 0.94% 2,045 4.00% 1.01% +7
2029 1.08% 2,220 4.00% 1.18% +10
2030 1.17% 2,405 4.00% 1.29% +12
2035T 1.71% 14,980 4.00% 1.71% +35
T: Term Bonds
TAXABLE BONDS: Pricing and Structuring Recommendations
Maturity
(9/1)
UST
Ref
UST
(10-22)
Par
($000s) Coupon Yield
Spread
2022 2yr 0.48% $990 0.43% 0.43% -5
2023 2yr 0.48% 925 0.68% 0.68% +20
2024 3yr 0.79% 890 1.04% 1.04% +25
2025 5yr 1.22% 860 1.37% 1.37% +15
2026 5yr 1.22% 970 1.62% 1.62% +40
2027 7yr 1.49% 955 1.84% 1.84% +35
2028 7yr 1.49% 930 2.04% 2.04% +55
2029 10yr 1.66% 920 2.21% 2.21% +55
2030 10yr 1.66% 900 2.36% 2.36% +70
Level vs Upfront Savings Consideration
Savings Structure LEVEL UPFRONT
Par Amount $39,480,000 $39,495,000
Borrowing Rate 3.79% 3.77%
NPV Savings ($) 4,030,930 3,983,219
NPV Savings (%) 10.4% 10.2%
Gross Savings (All Agencies) 4,793,934 4,191,496
Total Savings (City Share*) 574,644 502,478
Annual City Share*
2023 60,090 333,607
2024 60,193 146,355
2025 60,834 17,317
2026 60,677 528
2027 60,859 612
2028 60,481 856
2029 60,158 644
2030 60,889 992
2031 18,186 18
2032 18,126 558
2033 18,276 108
2034 17,994 474
2035 17,880 408
All Numbers are Based on Market Conditions as of October 22, 2021.
*Estimated 12.0% of Savings; Source: LA County Auditor Controller.
City of Vernon | Investment Banking and Underwriting Services RFP Page | 7
Advisors, and Bel Air Investment Advisors, were all very active in the sale of the recent
West Hollywood TABs that Stifel priced in July.
Individual Retail Investors (Stifel Value-Add). Achieving the lowest possible borrowing
cost will depend on attracting the widest possible investor base, not just focusing on
large institutions. On the Lake Elsinore TABs (priced in December 2020), we received $3.4
million of individual retail orders (34% of the total par amount), scattered throughout
most of the maturities.
City (General Fund) Debt: Pension Bonds
Rating Agency Strategy. Since the start of the year, 29 California local government agencies
have sold bonds to restructure their unfunded pension liability. The size of these financings
have ranged from a low of $5.6 million to a high of $425.8 million. All but one of these
issues have been sold with a single S&P underlying rating. Stifel recommends the same
approach for the City’s 2021 POBs. Relative to the other two major municipal bond rating
agencies, S&P has the most favorable view of pension obligation bonds, rating them equal
to the Issuer Credit Rating (i.e. GO bond rating).
Credit Overview. S&P starts its rating review with a quantitative scoring of seven set factors,
each assigned a specific weight. The scoring of “Very Strong” to “Very Weak” is based on
established factors along a continuum that is applied similarly across municipalities.
Examples include Effective Buying Income as a percent of the U.S. average (Economy) and
total available cash as a percent of total governmental funds expenditures (Liquidity). This
results in a “Factor Score Weighted Average” that is associated with an indicative rating.
Finally, S&P adjusts that scoring higher or lower to reflect certain qualitative factors. In the
table to the right, we
have replicated S&P’s
model based on FY
2019-20 results and
information available
for FY 2020-21. We
estimate a POB rating
of ‘AA-.’ For the
proposed financing,
Stifel will work with the
City to highlight the
City’s very strong
budgetary flexibility to achieve the best possible rating.
Structure Considerations. There are several considerations for the City as it contemplates
issuing the POBs, all of which shape our recommended structure.
Market Timing and Reinvestment. One of the most important inputs to a successful POB
restructuring program will be the early CalPERS investment performance –something the
City can neither predict nor control. Underperformance on investments, especially in the
High Low Indicative
Rating Factor Weight Estimated
Score
1.00 1.64 AAA Institutional Framework 10%2.0
1.65 1.94 AA+Economy 30%2.0
1.95 2.34 AA Management 20%3.0
2.35 2.84 AA-Liquidity 10%3.0
2.85 3.24 A+Budgetary Flexibility 10%1.0
3.25 3.64 A Budgetary Performance 10%2.0
3.65 3.94 A-Debt & Contingent Liabilities 10%5.0
3.95 4.24 BBB+Estimated Score 2.5
4.25 4.54 BBB
4.55 4.74 BBB-Estimated (ICR) Rating - POB AA-
Key Factors and WeightsFactor Score Weighted Average
City of Vernon S&P Estimated Ratings
City of Vernon | Investment Banking and Underwriting Services RFP Page | 8
first few years post issuance, can exacerbate an issuer’s already burdensome debt and
pension liability profile. Conversely, early over-performance can create a credit that can
mitigate future assumption changes and/or later years of underperformance. The City can
only control the timing and amount of its POB issuance.
FY 2020/21 Credit and Discount Rate Reduction. CalPERS’ most recent publicly available
valuation report does not yet reflect returns for FY 2021 (21.1%, net of fees), which will
result in a significant credit to the City’s pension profile of approximately $47.5 million.
However, the strong FY 2021 performance triggers an automatic reduction to 6.8%,
pursuant to CalPERS’ Funding Risk Mitigation Policy, which will create new liabilities of
approximately $13.0 million. All together, we expect the strong FY 2021 return to offset
the new liabilities from the discount rate reduction, as illustrated in the chart to the right,
and which we factor into our sizing recommendation. Because the net credit of
approximately $34.5 million is not factored in to the City’s current actuarial report,
funding 100% of the current
UAL would result in the City
being overfunded once the
changes take effect. This can be
mitigated by funding to an
approximate 92% funded ratio
based on the current UAL
($146.8 million); so that once
the changes are implemented
the City’s resulting funded ratio
would be fully funded.
Targeted Base Payoff. Our recommendation is to refinance roughly 76% of the FY 2022
UAL balances – an amount that, after adjusting for the FY 2021 returns and the reduction
in discount rate to 6.8%, will result in the City being ~100% funded. In this scenario, the
City will have the discretion to apply proceeds on a pro-rata basis or toward specific
bases. Targeting long-term bases (e.g. >20 years) will achieve more overall savings while
targeting short-term bases (e.g. <20 years) will provide more budgetary relief. The table
on the following page summarizes the savings, based on current market rates, assuming
level debt service, matching maturities for the Miscellaneous, the Safety Fire and Safety
Police plans (the three plans with the highest UAL.) Note the correlation between the term
of the base amortization and the amount of NPV savings. As illustrated below, we
highlight several bases that result in the funding of approximately $112 million of the
UAL. These are the most efficient bases to select in order to maximize savings. Stifel will
work with the financing team to find the funded ratio and amortization structure that best
fits the City’s financial goals.
-
2
4
6
8
10
12
14
16
18
20232025202720292031203320352037203920412043204520472049$ Millions Impact: FY 21 Returns; 6.8% Discount Rate Reduction
Current UAL Payments
Projected Payments Net of Changes
City of Vernon | Investment Banking and Underwriting Services RFP Page | 9
Structuring (and Policy) Recommendations. Our recommendations consider the future
changes discussed above while maximizing potential savings and leaving flexibility for
future changes from CalPERS discount
changes and investment returns.
Interest Rates and Couponing. Our
structure contemplates serial bonds
through 2036 and one term bond in
2043, as illustrated to the right. The
scale reflects no reserve fund (no
expected impact to the rating or pricing)
and 10-year optional call provision.
Refinance 76% of FY 2022 UAL Balance;
Target Long-Term Bases. We
recommend the City target a payoff
amount of $112.1 million, equal to
roughly 76% of outstanding liabilities,
resulting in a funded ratio of ~93% based on the current UAL. Please note that this
estimated ratio does not account for any non-investment gains or losses (driven by
employee retirements, mortality, etc.) - amounts that can be significant. As mentioned
above, the FY 2021 credit (even after an assumed discount rate reduction to 6.8%) is
expected to reduce the UAL, resulting in a fully funded ratio. With the proceeds, we
recommend targeting long-term bases that generate at least 40% NPV savings, as
illustrated above.
Base Term FY21 Balance NPV ($)NPV (%)Base Term FY21 Balance NPV ($)NPV (%)Base Term FY21 Balance NPV ($)NPV (%)
20 28 $1,125 $597 53.1%16 26 $7,953 $3,723 46.8%16 26 $4,984 $2,333 46.8%
15 26 9,185 4,300 46.8%14 25 5,206 2,323 44.6%14 25 3,262 1,456 44.6%
13 25 8,433 3,763 44.6%9 22 18,216 7,708 42.3%9 22 11,414 4,829 42.3%
8 22 303 128 42.3%8 22 189 80 42.3%8 22 119 50 42.3%
9 22 1,063 450 42.3%11 23 16,823 6,778 40.3%11 23 10,541 4,247 40.3%
10 23 19,588 7,892 40.3%25 20 3,187 1,261 39.6%25 20 2,060 815 39.6%
24 20 3,951 1,563 39.6%4 19 4,096 1,469 35.9%4 19 2,567 920 35.9%
5 20 1,088 413 38.0%23 19 557 197 35.4%23 19 349 123 35.4%
4 19 1,047 375 35.9%24 20 599 201 33.7%24 20 383 129 33.7%
22 19 1,124 398 35.4%22 19 3,149 1,007 32.0%22 19 1,973 631 32.0%
23 20 2,073 698 33.7%19 18 1,154 360 31.2%20 18 3,653 1,140 31.2%
21 19 1,474 472 32.0%20 18 5,830 1,819 31.2%19 18 723 226 31.2%
19 18 6,419 2,003 31.2%17 17 3,376 951 28.2%17 17 2,115 596 28.2%
18 18 1,957 611 31.2%15 16 2,877 738 25.6%15 16 1,803 462 25.6%
1 16 3,288 971 29.5%12 14 8,065 1,744 21.6%12 14 5,053 1,093 21.6%
16 17 3,283 925 28.2%10 11 294 57 19.3%6 11 1,039 201 19.3%
14 16 3,069 787 25.6%6 11 1,659 321 19.3%10 11 185 36 19.3%
11 14 6,503 1,406 21.6%3 9 2,068 318 15.4%3 9 1,296 199 15.4%
6 11 2,074 401 19.3%2 5 1,874 144 7.7%2 5 1,174 90 7.7%
3 9 4,742 729 15.4%1 15 (1,841)--1 15 (1,154)--
2 6 4,709 451 9.6%5 20 (714)--5 20 (447)--
7 21 (8,344)--7 21 (7,990)--7 21 (5,007)--
12 24 (24,358)--13 24 (12,378)--13 24 (7,756)--
17 27 (1,379)--18 27 (3,673)--18 27 (2,302)--
21 28 (2,839)--21 28 (1,779)--
Miscellaneous Plan Safety Police Plan
Base by Base Analysis ($ 000's)
Safety Fire Plan
Based on current market rates and a level debt service schedule.
POBs: Pricing and Structuring Recommendations
Maturity
(6/1)
UST
Ref
UST
(10-22)
Par
($000s) Coupon Yield
Spread
2023 2yr 0.40% 4,325 0.50% 0.50% +10
2024 3yr 0.40% 4,345 0.85% 0.85% +15
2025 5yr 0.70% 4,380 1.26% 1.26% +10
2026 5yr 1.16% 4,440 1.51% 1.51% +35
2027 7yr 1.16% 4,505 1.81% 1.81% +35
2028 7yr 1.46% 4,585 2.06% 2.06% +60
2029 10yr 1.46% 4,680 2.25% 2.25% +60
2030 10yr 1.65% 4,785 2.45% 2.45% +80
2031 10yr 1.65% 4,905 2.60% 2.60% +95
2032 10yr 1.65% 5,030 2.75% 2.75% +110
2033 10yr 1.65% 5,170 2.90% 2.90% +125
2034 10yr 1.65% 5,320 3.05% 3.05% +140
2035 10yr 1.65% 5,480 3.15% 3.15% +150
2036 10yr 1.65% 5,655 3.25% 3.25% +160
2043T 30yr 1.66% 45,240 3.42% 3.42% +130
T: Term Bonds
City of Vernon | Investment Banking and Underwriting Services RFP Page | 10
Level Annual POB Payments with a
Shorter Maturity. We recommend level
annual payments with a final POB
maturity of 2043, which coincides with
the drop off of UAL payments after the
changes mentioned above. The quicker
repayment schedule results in greater
overall savings but increases annual
near-term payments.
Another structure that the City may
consider is the level-modified structure. This structure sizes level debt service up-front,
then drops the payments to coincide with the drop off in UAL payments. While this results
in greater overall savings, the payments in the earlier years are much higher. For that
reason, we recommend the level structure, which provides greater upfront savings.
Adopt Pension Management Policy. We believe that a pension funding policy is a critical
component to the long-term success of a pension financing program. These policies
typically provide, among other things, guidelines for additional discretionary payments
to CalPERS and guidelines for setting aside savings.
Solicit Interest from Bond Insurers. The final recommendation is to solicit interest from
the bond insurer, Build America Mutual (BAM), which comes with an ‘AA’ rating. Stifel
pioneered the use of BAM insurance for ‘AA’ category POBs starting with the Chula Vista
POBs earlier this year. We have found that there are a small but important set of investors
who will purchase POBs with insurance at interest rate spreads 10 basis points lower than
the non-insured equivalent. BAM has offered the insurance at a premium that translates
into a cost of 5 to 6 basis points on those maturities –meaning that the issuer receives a
potential net benefit of 4 to 5 basis points on millions of dollars of debt. It has been no
cost and no effort for issuers to seek insurance.
Marketing Approach. As we develop our marketing plan for the POBs, Stifel’s underwriter
would leverage their knowledge of investor interest in other recent POBs.
Anchor Investors. The table on the following page highlights 21 institutional investors
who played a meaningful role in the five most recent POBs greater than $60 million. If the
2021 POBs were in the market today, these would be investors that we would actively
pursue as anchor investors. The orange and green columns on the right indicate what
maturity range these investors typically buy. It’s obviously important to make sure that
there are anchors throughout the yield curve.
$0
$2
$4
$6
$8
$10
$12
$14
$16
2023202420252026202720282029203020312032203320342035203620372038203920402041204220432044204520462047204820492050MillionsPOB Debt Serivce Vs. UAL Payments
POB Payments
Prior UAL
City of Vernon | Investment Banking and Underwriting Services RFP Page | 11
Two to three weeks prior to the sale, our
underwriters and sales professionals
communicate with portfolio managers,
to make them aware of the impending
sale and get their feedback on what
structures they need. We can begin
tracking the pricing levels where these
portfolio managers are buying and
trading similar credits, giving us a better
understanding of where they will find
interest in the 2021 POBs. Once the
rating report and preliminary official
statement are posted, the conversations
shift to the respective credit analysts.
Bankers make sure credit analysts’
questions are answered so that they can
get the credit approved at least two days
ahead of the order period.
Book Builders. The table below identifies 50 additional institutional investors and several
municipalities that have shown up on the recent POBs that Stifel has underwritten. These
investors’ level of interest is smaller and less consistent. However, to the extent that they
do have funds to invest, we can use that interest to reach 4x (or higher) subscription on
individual maturities of the 2021 POBs. That level of oversubscription tends to enable us
to push interest rate spreads 5 or more basis points lower. Not all of these investors
participated in each sale but our sales people communicate with these and other buyers
regularly to understand which have money to invest on a particular day.
40/86 Advisor Inc Farmers & Merchants Bank Mackay Shields Wasmer Schroeder
AIG Global Federated Mututal Insurance Maritime Capital LLC World Financial
ASA Managers Fiduciary Trust Co Mechanics Bank Municipalities
ASB Capital Mgt First New York Inv. Advisors Meeder Public Funds City of Clovis
Assured Investment Mgt General Re-New England Metlife Inc City of Huntington Bch
Baird Investment Mgt GenTrust Wealth Mgt Neuberger City of Laguna Bch
Belle Haven Global Atlantic Financial Co.Norges Bank City of Lubbock
Bethpage Federal Credit Union Global Life Insurance Oppenherimer City of Mesa
Bluefin Trading Grand Valley Bank Ramirez Asset Mgt City of Pasadena
CL King & Associates Gurtin Fixed Income Mgt Robert W. Baird & Co City of Palo Alto
Colorado Financial Mgt Gurtin/PIMCO Searle & Co. City of Redlands
Country Life Insurance Hill Country Asset Mgt Sunflower Bank Los Angeles County
Country Trust HSBC Private Bank Susquehanna Lower Colorado River Authority
Definitive Capital Mgt Independent Bank TCG Advisors LP San Antonio Water
Eaton Vance Integrity Fixed Income Mgt Tolleson Private Wealth
Ehlers and Associates Lancer Global Investment Transmarket Bastion
Other Investors That Have Bought Recent POBs
Investors to Build the Book
Target Anchors for Orders CovinaWhittierBuena ParkSanta Cruz CoronaFirst 10 YearsYears 11 to MaturityAmerican Family Insurance X X X
Bel Air Investment Advisors LLC X X X X
BlackRock X X X X
Cantor Fitzgerald X X X
Commerce Trust Company X X X X
Delphi Capital Management X X X
First New York Investment Advisors X X X X X X X
Goldman Sachs Asset Management X X X X X
JP Morgan X X X
Merrill Lynch X X X X
Nationwide Insurance Group X X
Pacific Western Bank X X X
Payden & Rygel X X X
Performance Trust X X X X
PIMCO X X X X
PT Asset Management X X X
Southern Farm Bureau Ins.X X X X X
Spring Lake Asset Management X X X X X
Standard Insurance X X X X X
UNUMProvident X X
Wells Capital Management -X X X X X
City of Vernon | Investment Banking and Underwriting Services RFP Page | 12
All told, going back to late 2019, Stifel has sold California pension financings to over 150
separate institutional investors and public agencies.
Retail Investors. Finally, we would solicit orders from high net worth retail investors who
purchase taxable municipal bonds for their retirement funds or for the additional return
afforded on an after-tax basis relative to tax-exempt bonds.
F. Fees and Costs
Although an important aspect of consideration, the financial cost estimate will not be the sole justification for
Cheaper Isn’t Less Expensive. While fees are an important factor in the selection of an
underwriting firm, we note that underwriter’s discount is typically less than 1% of the total
cost of a financing. Interest rates are a far, far bigger component of the total cost of
borrowing. Consequently, underwriters’ varying abilities to implement an effective
marketing plan and distribute bonds to a wide audience of investors, at the most aggressive
interest rates possible, will make a far greater impact on the total cost of the financing. By
targeting the subsets of investors that have the most demand for a particular credit or
structure at the time and coupling that with broad distribution of the bonds including
distribution directly to retail investors, Stifel will be able to minimize total interest costs.
Fee Proposal. The table below summarizes our proposed underwriting fees for the
contemplated financings assuming sole managed transactions. As reqeusted, we have
assumed $50,000 for underwriter’s counsel. Please note that the estimated par amounts
are based on our recommended structures detailed on the previous pages.
Par Amount:
Spread Details $/bond Amount ($)$/bond Amount ($)
Expenses $0.62 $70,000 $1.55 $62,000
Average Takedown 2.00 225,690 3.75 150,000
Total Gross Spread $2.62 $295,690 $5.30 $212,000
Expenses $/bond Amount ($)$/bond Amount ($)
Underwriter's Counsel $0.44 $50,000 $1.25 $50,000
Continuing Disclosure Report 0.01 700 0.02 700
Out-of-Pocket/Marketing 0.02 2,487 0.02 917
Ipreo Bookrunning System 0.03 3,487 0.03 1,236
Ipreo Tax 0.00 0 0.00 0
Ipreo Wire Fees 0.00 60 0.00 60
Ipreo Order Monitor 0.03 3,385 0.03 1,200
Blue Sky Survey 0.00 500 0.01 500
DTC Setup 0.01 800 0.02 800
CDIAC (CA Only)0.04 5,000 0.13 5,000
Municipal Advisory Council 0.00 0 0.00 0
CUSIP Numbers 0.01 769 0.01 587
Day Loan 0.02 2,811 0.03 1,000
Total Expenses $0.62 $70,000 $1.55 $62,000
Expense Detail
POBs TABs
$112,845,000 $40,000,000
City of Vernon | Investment Banking and Underwriting Services RFP Page | 13
G. Ability of the Proposer to Perform
Provide a detailed description of the proposer and qualifications, including names, titles, detailed resumes…
As evidence of the firm’s qualifications, please consider the following:
#1 California Underwriter. Stifel is the most active underwriter of California municipal
bonds. Since 2018, we have underwritten 676 issues totaling $18.4 billion in par value,
a 24% market share, or nearly 2 times the amount of issues as our closest competitor.
#1 Underwriter of California Tax Allocation Bonds. Since 2018, Stifel has underwritten,
as lead or sole manager, 41 tax allocation bonds totaling almost $890 million in par
value. This makes us the number 1 underwriter by both number of issues and par amount
and translates to a total market share of 40% by par and 41% by issues.
#1 Underwriter of California Pension Financings. Since 2018, Stifel has underwritten, as
lead or sole manager, 15 pension financings totaling almost $2.4 billion, making us the
number one underwriter of pension financings by both number of issues and par.
Through the first 9 months of 2021, there have been 27 pension totaling $3.16 billion in
par. Fifteen of these pension financings have come with a total par amount greater than
$60 million. Stifel has participated in 13 of those financings and $2.69 billion of the par
– or in other words, 48% of issues, 87% of issues greater than $60 million and 85% of
the total par!
Top CA Underwriters Top CA TAB Underwriters Top CA POB Underwriters
Source: SDC, from 1/1/2018 to 10/1/2021, ranked by number of issues.
Stifel will serve the City with an experienced team of bankers, underwriters, and sales and
credit professionals that have decades of experience with California municipal credits.
Banking Team
Thomas Jacob
Managing Director
Role: Primary
Contact and Lead
Banker
(213) 443-5010
Thomas has over 14 years of public financing experience and
during his career, he has assisted issuers with the sale of nearly
$10 billion in par value. Most germane to the City, Thomas has
extensive post redevelopment agency disolution and pension
financing experience. Since 2018, Thomas has served as lead
banker on 14 tax allocation bonds totaling over $182.6 million in
0
100
200
300
400
500
600
700
800
Stifel Raymond
James
Piper
Sandler
RBC CitiNumber of Issues0
5
10
15
20
25
30
35
40
45
Stifel Piper
Sandler
Hilltop Ray Jay Brandis
TallmanNumber of Issues0
2
4
6
8
10
12
14
16
Stifel BofA Hilltop Ramirez Oppen.NUmber of Issues
City of Vernon | Investment Banking and Underwriting Services RFP Page | 14
jacobt@stifel.com par value and on 9 pension financings totaling over $1.5 billion in
par value, as illustrated in the chart below. Thomas received his BA
from UC Santa Cruz and MBA from the USC.
John Kim
Managing Director
Role: Co-Lead
Banker and
Project Oversight
(213) 443-5023
jkim@stifel.com
John has over 25 years of public financing experience. During his
career, he has assisted municipal bond issuers with the sale of
nearly $30 billion in par value. As a member of Stifel’s Executive
Committee, he will ensure all of the firms resources are available to
the City. Like Thomas, John also has extensive post redevelopment
agency disolution and pension financing experience. Since 2018,
John has served as lead banker on 8 tax allocation bonds totaling
over $156.6 million in par value and on 12 pension financings
totaling over $1.6 billion in par value. John has been innovative in
unique marketing techniques to expand the investor universe for
new issues. John received his BA from UC Berkeley.
Jordan Keny-Guyer
Assistant VP
Role: Support
(213) 443-5233
guyerj@stifel.com
Jordan has over 5 years of public finance experience. During his
time at Stifel, he has worked on nearly 100 financings totaling
nearly $5 billion in par value, including analysis on nearly every
POB the firm has brought in the past 3 years. Jordan received his BA
from Colorado College.
Sale Date Par Amount Client Stifel Role Rating Issue
Jul-21 $19,445,000 West Hollywood Sole AA-2021 TABs
Dec-20 4,555,000 Lake Elsinore Sole A 2020 TABs
Dec-20 4,835,000 Lake Elsinore Sole A 2020 TABs
Sep-20 32,015,000 Apple Valley Sole A 2020 TABs
Aug-20 33,965,000 Fullerton Sole A 2020 TABs
Aug-20 10,730,000 Fullerton Sole A 2020 TABs
Jun-20 12,875,000 Lake Elsinore Sole A+2020 TABs
Jan-20 11,085,000 Calexico Sole A-2020 TABs
Oct-19 4,050,000 Lake Elsinore Sole Placement 2019 TABs
Jan-19 9,260,000 Lake Elsinore Sole A+2019 TABs
Apr-19 3,550,000 Hawaiian Gardens Sole AA-2019 TABs
Apr-19 25,990,000 Hawaiian Gardens Sole AA-2019 TABs
Feb-18 2,350,000 Lake Elsinore Sole A 2018 TABs
Feb-18 7,970,000 Lake Elsinore Sole A 2018 TABs
Par Value $182,675,000 Transactions 14
Sale Date Par Amount Client Stifel Role Issue
Aug-21 $425,830,000 Santa Ana Co-Manager AA 2021 POBs
Aug-21 105,000,000 Buena Park Sole AA+2021 POBs
Mar-21 363,645,000 Huntington Beach Senior AA+2021 POBs
Mar-21 286,485,000 Orange Senior AA 2021 POBs
Feb-21 106,335,000 Monterey Park Co-Manager AA 2021 POBs
Oct-20 90,000,000 Arcadia Sole AAA 2020 POBs
Feb-20 84,195,000 Pasadena Senior AAA 2020 POBs
Feb-20 47,610,000 Pasadena Senior AAA 2020 POBs
Aug-19 64,420,000 Glendora Sole AAA 2019 POBs
Par Value $1,573,520,000 Transactions 9
Pension Experience Since 2018
Tax Allocation Bond Experience Since 2018
Thomas Experience with TABs and Pension Financings Since 2018
City of Vernon | Investment Banking and Underwriting Services RFP Page | 15
Underwriting Team
Betsky Kiehn
Managing Director
Role: Head of
Municipal Capital
Markets
(415) 364-2791
bkiehn@stifel.com
Betsy joined Stifel in 2004. Betsy directs the pricing and marketing
of tax-exempt and taxable municipal issues underwritten by Stifel
making commitments on nearly 200 new issues totaling more than
$5 billion each year. Betsy also manages Stifel’s short-term
underwriting and variable rate remarketing efforts – a book of 75
issues totaling $1.3 billion. Betsy received her BS from the
University of Vermont.
Ben Stern
Managing Director
Role: Senior
Underwriter
(213) 443-5225
bstern@stifel.com
Ben has 24 years of municipal experience and directs the pricing
and marketing of tax‐exempt and taxable municipal issues
underwritten by Stifel. Ben joined Stifel through the acquisition of
De La Rosa & Company in 2014 and, since 1990, has participated
as an underwriter on more than $235 billion of municipal
financings. Ben received his BA and MBA from UCLA.
Marcus Peters
Vice President
Role: Underwriter
(415) 364-6842
petersm@stifel.com
Marcus joined Stifel in early 2017. His previous experience includes
being a municipal credit analyst supporting an $80 billion
municipal bond portfolio as well as a bond insurance underwriter
and credit analyst. Marcus received his BA at the University of
California at Irvine and MBA from Carnegie Mellon University.
Provided below are three references for which Stifel has provided similar services. A
member of our core banking team has served as lead banker for these transactions.
H.Affidavit of Non-Collusion
Proposer must submit a completed and executed, “Affidavit of Non-Collusion.” (Copy attached as Exhibit A).
Please see Appendix A for Stifel’s executed “Affidavit of Non-Collusion.
Banking Team References
Whittier
(POBs)
Huntington Beach
(POBs)
Lake Elsinore
(TABs)
Brian Saeki Sunny Rief, CPA, CFE Jason Simpson
City Manager Assistant CFO City Manager
bsaeki@cityofwhittier.org
(562) 567-9301
sunny.rief@surfcity-hb.org
(714) 536-5907
jsimpson@Lake-Elsinore.org
(951) 674-3124
Thomas Jacob
Managing Director
Stifel
2121 Avenue of the Stars, Suite 2150 | Los Angeles, CA 90067
January 19, 2022
Carlos R. Fandino Jr.
City Administrator
City of Vernon
4305 S. Santa Fe Ave
Vernon, CA 90058
Re: Underwriter Engagement Relating to Potential Municipal Securities Transaction for the City of
Vernon 2022 Pension Financing
Dear Carlos:
The City of Vernon (the “Issuer”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) are entering
into this engagement to confirm that they are engaged in discussions related to a potential issue of
municipal securities related to the 2022 Pension Financing (the “Issue”) and to formalize Stifel’s role as
underwriter with respect to the Issue.
Engagement as Underwriter
The Issuer is aware of the “Municipal Advisor Rule” of the Securities and Exchange Commission (“SEC”)
and the underwriter exclusion from the definition of “municipal advisor” for a firm serving as an
underwriter for a particular issuance of municipal securities. The Issuer hereby designates Stifel as an
underwriter for the Issue. The Issuer expects that Stifel will provide advice to the Issuer on the structure,
timing, terms and other matters concerning the Issue.
Limitation of Engagement
It is the Issuer’s intent that Stifel serve as an underwriter for the Issue, subject to satisfying applicable
procurement laws or policies, formal approval by City Council, finalizing the structure of the Issue and
executing a bond purchase agreement. While the Issuer presently engages Stifel as the underwriter for
the Issue, this engagement letter is preliminary, nonbinding and may be terminated at any time by the
Issuer, without penalty or liability for any costs incurred by Stifel. Furthermore, this engagement letter
does not restrict the Issuer from entering into the Issue with any other underwriters or selecting an
underwriting syndicate that does not include Stifel.
Disclosures Required by MSRB Rule G-17 Concerning the Role of the Underwriter
The Issuer confirms and acknowledges the following disclosures, as required to be delivered by the
Municipal Securities Rulemaking Board (MSRB) Rule G-17 as set forth in MSRB Notice 2019-20 (Nov. 8,
2019)1:
1 Revised Interpretive Notice Concerning the Application of MSRB Rule G-17 to Underwriters of Municipal Securities (effective Mar.
31, 2021).
2
The following G-17 conflict of interest disclosures are broken down into three types, including: 1) dealer-
specific conflicts of interest disclosures (if applicable); 2) transaction-specific disclosures (if applicable);
and 3) standard disclosures.
1. Dealer-Specific Conflicts of Interest Disclosures
Stifel has identified the following additional actual or potential [1] material conflicts of interest:
Stifel, Nicolaus & Company, Incorporated (Stifel) has entered into an agreement with its affiliate, Vining-
Sparks IBG, LLC (the Distributor), that enables the Distributor to distribute certain new issue municipal
securities underwritten by or allocated to Stifel, which could include the Bonds, at the original issue
price. Under that agreement, Stifel will share with the Distributor a portion of the fee or commission paid to
Stifel.
2. Transaction-Specific Disclosures
Disclosures Concerning Complex Municipal Securities Financing:
ο Since we have not recommended a “complex municipal securities financing” to the Issuer or
Obligor, additional disclosures regarding the financing structure for the Bonds are not
required under MSRB Rule G-17.
3. Standard Disclosures
Disclosures Concerning the Underwriter’s Role:
ο MSRB Rule G-17 requires an underwriter to deal fairly at all times with both issuers and
investors.
ο The underwriter’s primary role is to purchase the Bonds with a view to distribution in an
arm’s-length commercial transaction with the Issuer. The underwriter has financial and other
interests that differ from those of the Issuer.
ο Unlike a municipal advisor, an underwriter does not have a fiduciary duty to the Issuer under
the federal securities laws and is, therefore, not required by federal law to act in the best
interests of the Issuer without regard to its own financial or other interests.
ο The Issuer may choose to engage the services of a municipal advisor with a fiduciary
obligation to represent the Issuer’s interest in the transaction.
ο The underwriter has a duty to purchase the securities from the Issuer at a fair and reasonable
price, but must balance that duty with their duty to sell the securities to investors at prices
that are fair and reasonable.
[1] When we refer to potential material conflicts throughout this letter, we refer to ones that are reasonably likely to mature into actual
material conflicts during the course of the transaction, which is the standard required by MSRB Rule G-17.
3
ο The underwriter will review the official statement for the securities, if any, in accordance
with, and a part of, their respective responsibilities to investors under the federal securities
laws, as applied to the facts and circumstances of this transaction.2
Disclosures Concerning the Underwriter’s Role:
ο The underwriter will be compensated by a fee and/or an underwriting discount that will be set
forth in the bond purchase agreement to be negotiated and entered into in connection with the
issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent
on the closing of the transaction and the amount of the fee or discount may be based, in whole
or in part, on a percentage of the principal amount of the Bonds. While this form of compensation
is customary in the municipal securities market, it presents a conflict of interest since the
underwriters may have an incentive to recommend to the Issuer a transaction that is unnecessary
or to recommend that the size of the transaction be larger than is necessary.
It is our understanding that you have the authority to bind the Issuer by contract with us, and that you
are not a party to any conflict of interest relating to the subject transaction. If our understanding is
incorrect, please notify the undersigned immediately.
Sincerely,
Stifel, Nicolaus & Company, Incorporated
By:
Name: John Kim
Title: Managing Director
By:
Name: Tom Jacob
Title: Managing Director
Issuer acknowledges the foregoing.
Accepted and Executed
By: ______________________________________
Name: Carlos R. Fandino Jr.
Title: City Administrator
Date: _____________________________________
2 Under federal securities law, an issuer of securities has the primary responsibility for disclosure to investors. The review of the official
statement by the underwriter or placement agent is solely for purposes of satisfying the underwriter’s or placement agent’s obligations
under the federal securities laws and such review should not be construed by an issuer as a guarantee of the accuracy or completeness
of the information in the official statement.
City Council Agenda Item Report
Submitted by: Adriana Ramos
Submitting Department: Public Utilities
Meeting Date: February 15, 2022
SUBJECT
Daggett Solar Power 2 Project Power Sales Agreement
Recommendation:
A. Find that approval of the proposed action is exempt from California Environmental
Quality Act (CEQA) review, because it is an administrative and fiscal activity that will not
result in direct or indirect physical changes in the environment, and therefore does not
constitute a “project” as defined by CEQA Guidelines section 15378; with regard to the
underlying project and pursuant to the Power Purchase Agreement between SCPPA and
Daggett Solar Power 2 LLC, the lead agencies have obtained all CEQA determinations
required for the construction, operation, and maintenance of the facility, or such
determinations are reasonably expected to be timely obtained; and
B. Approve and authorize the City Administrator to execute a Power Sales Agreement
(PSA) with Southern California Public Power Authority (SCPPA), in substantially the
same form as submitted, for the purpose of purchasing 60 megawatts of solar power and
30 megawatts of battery storage with associated green attributes through the Daggett
Solar Power 2 Project for a projected annual amount of $7,100,000 over a 20-year term.
Background:
Vernon Public Utilities (VPU) is responsible for implementing and enforcing a Renewable
Portfolio Standard (RPS) for the utility that recognizes the intent of California regulations which
encourage utilization of renewable resources, while taking into consideration the effect of the
standard on rates, reliability, financial resources, and the goal of environmental improvement.
Pursuant to Vernon’s RPS Procurement Plan and Enforcement Program, the City must take
action to acquire renewable energy resources to meet the RPS requirement.
VPU is always looking for opportunities to purchase affordable renewable energy to meet RPS
regulations while maintaining competitive electric rates for customers. One of the ways VPU
learns about and participates in these types of opportunities is through the Southern California
Public Power Authority (SCPPA), who serves its Members by creating operational efficiencies
and cost savings through joint procurement and financing of projects, value-added services,
and providing collaborative advocacy. Most recently, Vernon received information regarding
the opportunity to purchase renewable energy from the Daggett Solar Power 2 Project.
Daggett Solar Power 2 Project (Project) is a solar and storage project developed by Clearway
Energy Group LLC located in San Bernardino County. It was developed to make 650
megawatts (MW) solar photovoltaic (PV) with battery storage capability of 450 megawatts
(MW) through a Battery Energy Storage System (BESS) while interconnecting to the California
Independent System Operator (CAISO) System. The Project is currently the largest Solar and
Battery project in California, with affordable renewable energy for purchase.
If the City Council approves the Power Sales Agreement (PSA) with SCPPA, the proposed
parties for this energy purchase are the cities of Vernon and Cerritos. The term of the PSA is
20 years with fixed prices of $24.85/MWh for solar power and $81.60 kW-year for the battery
storage. Under these fixed prices, Vernon will purchase 60 MW of solar power and 30 MW of
battery storage, for a projected annual amount of $7,100,000, starting on September 30, 2023,
when the Project becomes operational. Although this is a fixed price contract, output from the
Project will degrade over time, thereby reducing the annual expense as the actual energy
received. In the event, the City of Cerritos decides not to participate in the Project, the City will
purchase the additional 5 MW of solar power, for a total of 65 MW, and the additional 3 MW of
battery storage, for a total of 33 MW. This will result in an annual cost of $8,100,000.
This type of agreement provides Vernon the opportunity to purchase affordable renewable
energy with similar agencies seeking economies of scale. The PSA will protect the City from
market price volatility and generation curtailment risks while enforcing development milestone
dates with significant financial penalties. This will be the first battery storage project for the
City. Battery storage technology enables the storage of energy from the solar power system or
the grid during middle of the day with low energy prices, and the discharge of that energy
during peak high price evening hours.
The proposed PSA with SCPPA will allow the City to obtain Portfolio Content Category 1
(PCC1) “bucket one” solar energy and Renewable Energy Credits that meet the RPS
compliance requirements for Category 1, as set forth in the California Public Utilities Code,
Section 399.16(b)(1)(A), which states, “Consistent with the goals of procuring the least-cost
and best-fit electricity products from eligible renewable energy resources that meet project
viability principles adopted by the commission pursuant to paragraph (5) of subdivision (a) of
Section 399.13 and that provide the benefits set forth in Section 399.11, a balanced portfolio
of eligible renewable energy resources shall be procured consisting of Eligible renewable
energy resource electricity products that have a first point of interconnection with a California
balancing authority.”
Participation in the Project is fully aligned with the City's 2018 Electric Integrated Resource
Plan (IRP), which was adopted by City Council on November 20, 2018 after diligent
educational outreach to community stakeholders. The IRP is Vernon’s 10-year blueprint for
ensuring reliable and environmentally-responsible energy, at affordable rates. An RPS goal of
60% by 2030 is VPU’s commitment to a sustainable energy future.
The proposed PSA is exempt from competitive bidding and competitive selection pursuant to
Vernon Municipal Code Sections 3.32.110 (A)(5) and (B)(1), which exempt contracts with
other governmental entities for supplies, equipment or services. SCPPA conducted a
competitive selection process and received several proposals, of which, the Daggett Solar
Power 2, LLC Project was one of the lowest priced and backed by a reliable developer. The
PSA has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact:
Funds for the purchase of renewable energy from the Daggett Solar Power 2 Project through
the proposed PSA with SCPPA will be budgeted accordingly for Fiscal Year (FY) 2023-2024
(Public Utilities Electric Enterprise Fund) during the annual City budget process and for
subsequent years in Account No. 055.9200.500154.
Attachments:
1. SCPPA Power Sales Agreement
DAGGETT SOLAR POWER 2 SOLAR PROJECT
POWER SALES AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
THE CITY OF VERNON
Dated as of February 15, 2022
i
Table of Contents
Page
1. PARTIES ................................................................................................................................. 1
2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS............................... 1
3. AGREEMENT ........................................................................................................................ 2
4. DEFINITIONS ........................................................................................................................ 2
4.1 Agreement .................................................................................................................... 3
4.2 Effective Date .............................................................................................................. 3
4.3 Total Power Costs ........................................................................................................ 3
4.4 Monthly Costs .............................................................................................................. 4
5. PURCHASE AND SALE OF FACILITY PRODUCTS AND THE
OBLIGATIONS OF SCPPA AND VERNON. .................................................................... 4
5.1 Purchase and Sale of Participant Facility Products Share ............................................ 4
5.2 Facility Products and Deliverables .............................................................................. 5
5.3 Project Manager ........................................................................................................... 5
5.4 Adoption of Annual Budget ......................................................................................... 5
5.5 Reports ......................................................................................................................... 6
5.6 Records and Accounts .................................................................................................. 6
5.7 Provide Information ..................................................................................................... 6
5.8 Consultants and Advisors Available ............................................................................ 6
5.9 Liquidated Damages .................................................................................................... 7
5.10 Grid Charging Energy .................................................................................................. 7
6. COORDINATING COMMITTEE. ...................................................................................... 7
6.1 Establishment and Authorization of the Coordinating Committee .............................. 7
6.2 Coordinating Committee Responsibilities ................................................................... 9
6.3 Management Decisions and the Role of Board of Directors ..................................... 12
6.4 Periodic Audits ........................................................................................................... 13
6.5 Additional Committees .............................................................................................. 13
6.6 Costs of Consultants .................................................................................................. 13
6.7 Participating Member Representative Expenses ........................................................ 13
7. CHARGES AND BILLINGS. ............................................................................................. 13
7.1 Monthly Costs ............................................................................................................ 13
7.2 Billing Statement ....................................................................................................... 14
7.3 Adoption of Alternative Billing Statement Procedures ............................................. 14
7.4 Disputed Monthly Billing Statement ......................................................................... 14
7.5 Reconciliation of Monthly Costs ............................................................................... 15
7.6 Other or Additional Cost Reconciliation Mechanisms .............................................. 15
7.7 Prepayment of Monthly Costs ................................................................................... 15
8. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT;
AUTHORIZATIONS; CONFLICTS; LITIGATION. ..................................................... 16
8.1 Unconditional Payment Obligation ............................................................................ 16
8.2 Source of Payments .................................................................................................... 16
Table of Contents (continued)
ii
8.3 Rate Covenant ............................................................................................................ 16
8.4 Authorizations ............................................................................................................ 16
8.5 Conflicts ..................................................................................................................... 16
8.6 Litigation .................................................................................................................... 17
9. OTHER TERMS AND SERVICES. ................................................................................... 17
9.1 Delivery Procedures ................................................................................................... 17
9.2 Other Services and Transmission From Point of Delivery ........................................ 17
9.3 Energy Services ......................................................................................................... 17
9.4 [Reserved.] ................................................................................................................. 17
9.5 [Reserved.] ................................................................................................................. 17
9.6 Transfer of Environmental Attributes to Vernon ....................................................... 17
10. PROJECT SPECIFIC MATTERS AND VERNON RIGHTS AND
OBLIGATIONS UNDER PROJECT AGREEMENTS. .................................................. 17
10.1 Rights and Obligations under the Project Agreements .............................................. 17
10.2 Revision of Appendix B ............................................................................................. 18
11. NONPERFORMANCE AND PAYMENT DEFAULT. .................................................... 18
11.1 Nonperformance by Vernon ...................................................................................... 18
11.2 Notice of Payment Default ......................................................................................... 19
11.3 Cured Payment Default .............................................................................................. 19
11.4 Failure to Cure Payment Default ............................................................................... 19
11.5 Treatment of the Defaulting Purchaser’s Project Rights and Obligations upon
its Payment Default .................................................................................................... 19
11.6 Elimination or Reduction of Payment Obligations .................................................... 21
11.7 Use of Reserve Funds ................................................................................................ 21
11.8 Step-Up Invoices ........................................................................................................ 21
11.9 Application of Moneys Received from Step-Up Invoices Relating to the
Project ........................................................................................................................ 21
11.10 Application of Moneys Received from Default Invoices .......................................... 22
11.11 Application of Moneys Received from Compliance Payments ................................. 22
11.12 Application of Moneys Received from Sale of Facility Products.............................. 22
11.13 [Reserved] .................................................................................................................. 23
12. CHARACTER, CONTINUITY OF SERVICE. ................................................................ 23
12.1 Outages, Interruptions and Curtailment of Energy Deliveries ................................... 23
12.2 Uncontrollable Forces ................................................................................................ 23
13. [RESERVED] ........................................................................................................................ 23
14. LIABILITY. .......................................................................................................................... 23
14.1 Participants’ Obligations Several ............................................................................... 23
14.2 No Liability of SCPPA, Directors, Officers, Etc ....................................................... 23
14.3 Extent of Exculpation; Enforcement of Rights .......................................................... 24
14.4 Indemnification for Claims of Retail Customers ....................................................... 24
14.5 Determination or Enforcement of Rights ................................................................... 24
14.6 No Relief From Insurer’s Obligations ....................................................................... 24
14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No
General Liability of SCPPA ....................................................................................... 24
Table of Contents (continued)
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15. RESTRICTIONS ON DISPOSITION. ............................................................................... 25
15.1 Assignment ................................................................................................................ 25
15.2 Restrictions on Elimination of Payment Obligations ................................................. 25
15.3 Restrictions on Disposition of Vernon’s Entire System ............................................ 25
15.4 Successors and Assigns .............................................................................................. 25
16. EFFECTIVE DATE, TERM AND EXPIRATION. .......................................................... 25
16.1 Effective Date; Execution in Counterparts ................................................................ 25
16.2 Termination Conditions ............................................................................................. 26
16.3 Expiration ................................................................................................................... 26
16.4 Termination of Agreement before Expiration Date ................................................... 26
16.5 Final Distribution of Reserve Fund ............................................................................ 26
17. SEVERABILITY .................................................................................................................. 26
18. REPRESENTATION AND GOVERNING LAW ............................................................. 27
19. ARBITRATION AND ATTORNEYS’ FEES .................................................................... 27
20. CONDITIONS TO TERMINATION OR AMENDMENT. ............................................. 27
21. ADJUSTMENT TO APPENDIX B IF SCPPA PARTICIPANT DOES NOT
OBTAIN APPROVALS ....................................................................................................... 27
22. NOTICES .............................................................................................................................. 27
23. AMENDMENTS ................................................................................................................... 27
APPENDICES
A – DEFINITIONS ..................................................................................................................... A-1
B – SCHEDULE OF PARTICIPANTS FACILITY PRODUCTS SHARES,
PARTICIPANT FACILITY PRODUCTS COST SHARES................................................ B-1
C – POWER PURCHASE AGREEMENT ................................................................................. C-1
DESERT HARVEST OR MAVERICK SOLAR PROJECT
POWER SALES AGREEMENT
1. PARTIES. This Daggett Solar Power 2 Project Power Sales Agreement (this “Agreement”),
is dated for convenience as of the 15th day of February, 2022, by and between the SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers agency and a public entity
organized under the laws of the State of California, hereinafter designated as “SCPPA,” and
the CITY OF VERNON, a municipal corporation organized and existing under the laws of the
State of California. The CITY OF VERNON is also periodically designated in this Agreement
as “Vernon” or as “Purchaser, or, depending upon the context as “SCPPA Participant”.
VERNON and SCPPA are also sometimes herein referred to individually as a “Party” and
together as the “Parties.”
2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS. The Recitals set
forth herein and the facts, which follow, are incorporated into this Agreement by reference for
all purposes. The facts and the circumstances of the Parties contained in the Recitals, among
others, represent the background and framework for this Agreement, the aim and purpose of
this Agreement and the intendments of the Parties with respect thereto. This Agreement has
been reviewed by attorneys for both Parties and shall not be interpreted with reference to the
rules of construction providing for construction against a Party responsible for drafting or
creating a particular provision or section, but should instead be interpreted in a manner which
broadly implements the goals and objectives of the Parties as expressed herein. References to
“Sections,” and “Appendices,” shall be to Sections, and Appendices as the case may be, of this
Agreement unless otherwise specifically provided. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or given any substantive effect. Any of the terms defined
herein may, unless the context otherwise requires, be used in the singular or the plural,
depending on the reference. The use herein of the word “include” or “including”, when
following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as “without limitation” or
“but not limited to” or words of similar import) is used with reference thereto, but rather shall
be deemed to refer to all other items or matters that fall within the broadest possible scope of
such general statement, term or matter. This Agreement is made with reference to the fol lowing
facts among others:
SCPPA was created pursuant to provisions contained in the Joint Exercise of Powers
Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of California,
as amended from time to time (the “Act” as defined in Appendix A), by its members,
which are municipalities and an irrigation district that supply, among other things,
electrical energy in the State of California, for the purpose of jointly and cooperatively
undertaking the planning, financing, development, acquisition, construction,
improvement, betterment, operation, and maintenance of projects for the generation or
transmission of electric energy, including the development and implementation of
systems and frameworks for the acquisition and delivery of secure, long-term reliable
supplies of renewable electric energy.
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Pursuant to the terms of the Act, SCPPA has the power, for the purpose of promoting,
maintaining and operating electric generation and transmission, to plan, develop,
contract for, finance, acquire, design, undertake, own, construct, manage, operate,
maintain and administer projects involving systems, methodologies and programs for
the acquisition, supply, procurement and delivery of secure, long-term reliable supplies
of renewable electric energy, including solar energy, and to cause such projects to be
planned, developed, contracted for, financed, acquired, designed, undertaken,
constructed, managed, operated, maintained and administered and to provide by
agreement for the performance and carrying out of any such activities.
Vernon is a California municipality that provides electric energy to its citizens through
its municipally owned electric power system. Vernon is one of the parties to the
SCPPA Joint Powers Agreement.
In pursuit of potential renewable electric resources to address SCPPA member
renewable energy needs, SCPPA issued a request for proposals to acquire renewable
energy resources and projects with energy storage capability. As a result of the
response by Clearway Renew LLC on behalf of its affiliate, Power Purchase Provider,
SCPPA and two of its members, Vernon and the City of Cerritos, have identified and
investigated the feasibility of a photovoltaic solar energy generation resource and
battery energy storage system to be located in San Bernardino County, California. The
facility known as the Daggett Solar Power 2 Project is to be developed by Power
Purchase Provider.
SCPPA intends to enter into a Power Purchase Agreement with Daggett Solar Power
2, LLC for the purchase of electric output and certain battery energy storage projects
from the Daggett Solar Power 2 Project (the “Project”, as further defined in Appendix
A hereof).
Vernon has a need for a percentage of the Facility Products and has determined to enter
into this Agreement with SCPPA for the purpose of meeting such needs.
SCPPA is authorized to exercise the powers vested in SCPPA pursuant to the Act, its
Joint Powers Agreement and this Agreement, as agent for Vernon to fully implement
Vernon’s objectives in the Project as set forth herein.
3. AGREEMENT. For and in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, and in order to pay SCPPA for Vernon’s share of SCPPA’s
costs with respect to the Project, the Parties agree as herein set forth.
4. DEFINITIONS. Appendix A to this Agreement attached hereto and incorporated herein, sets
forth definitions of certain terms used in this Agreement. Certain other capitalized terms used
herein are defined in the Power Purchase Agreement and shall have the meaning ascribed
therein. The terms defined in Appendix A, the Power Purchase Agreement and this Section 4,
whether in the singular or plural, unless specifically provided otherwise, when used herein or
in the Appendices hereto and initially capitalized, shall have the meaning ascribed thereto in
said Appendix A, the Power Purchase Agreement or as set out below:
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4.1 Agreement. This Agreement, as it may be amended, modified or supplemented from
time to time.
4.2 Effective Date. The date described in Section 16.1 hereof.
4.3 Total Power Costs. Total Power Costs mean all of SCPPA’s costs resulting from
SCPPA’s contracting for, providing for, accommodating, and facilitating the Project,
including costs arising under any of the Power Purchase Agreement or other Project
Agreements. SCPPA shall apply, as a credit against Total Power Costs, any receipts,
revenues and other moneys received by SCPPA from surplus equipment, materials,
supplies or assets relating to the Project sold prior to the date of Commercial Operation
for the benefit of SCPPA, as well as such other amounts to be applied as a credit against
Total Power Costs pursuant to this Agreement. Total Power Costs shall consist of
(i) the Delivery Output Cost Component (described in Section 4.3.1), (ii) the Power
Purchase Agreement General and Administrative Cost Component (described in
Section 4.3.2), (iii) a Supplementary Services Cost Component to the extent SCPPA
incurs such costs (described in Section 4.3.3), (iv) a Reserve Fund Cost Component
(described in Section 4.3.4), and (v) a Power Purchase Agreement Cost Component
(described in Section 4.3.5), and shall include, but not be limited to, the items of cost
and expense referred to in the Power Purchase Agreement and this Section 4.3 that are
accrued or paid by SCPPA during each Month of each Power Supply Year. In the
event any Power Supply Year shall consist of fewer than twelve Months, the fraction
set forth in Section 4.3.2 shall be adjusted accordingly and, in the event of any revision
of the Annual Budget after the commencement of any Power Supply Year, the amount
determined pursuant to Section 4.3.2 shall be appropriately adjusted so that any
increase or decrease in the portion of the Annual Budget applicable to Section 4.3.2
shall be evenly apportioned over the remaining Months of such Power Supply Year.
4.3.1 The Delivery Output Cost Component of Total Power Costs for each Month
shall consist of the costs paid by SCPPA to Power Purchase Provider under the
Power Purchase Agreement, as calculated in accordance with the Power
Purchase Agreement.
4.3.2 The Power Purchase Agreement General and Administrative Cost Component
of Total Power Costs for each Month shall consist of the administrative and
general costs with respect to the Project, including (i) legal fees, costs relating
to litigation (including disbursements and other amounts paid as a result of such
litigation), insurance costs (including amounts to fund any self -insurance
program), overhead costs, any taxes required to be paid by SCPPA with respect
to the Project, (ii) all expenses incurred in enforcing the Power Purchase
Agreement and other Project Agreements, and (iii) all costs related to the
conducting of the business of SCPPA with respect to the Project, including the
applicable portion of salaries, fees for legal, engineering, financial and other
services, and costs of the Project Manager, as well as all other costs attributable
to miscellaneous and incidental expenses in connection with the administration
of the Project, and all other expenses properly related to the conduct of such
affairs of SCPPA.
4
4.3.3 The Supplementary Services Cost Component of Total Power Costs for each
Month shall consist of all costs incurred by SCPPA, if any, and to the extent
not included in Section 4.3.1, in connection with services for transmission,
dispatching, scheduling, tagging, firming, balancing, swapping, exchanging or
delivering and for otherwise facilitating the disposition, movement, taking,
receiving, crediting and accounting for Facility Products provided for under
this Agreement. The Supplementary Services Cost Component of the Total
Power Costs shall also entail all costs incurred by SCPPA, if any, which are
necessary to move or otherwise handle delivery of any portion of Facility
Products from the Point of Delivery to one or more specified delivery point(s)
as determined by Vernon pursuant to Sections 9.2 and 9.5 and by other SCPPA
Participating Members pursuant to the terms of their respective power sales
agreement relating to the Project. Absent a request by Vernon for SCPPA to
provide Supplementary Services during a Month, no Supplementary Services
cost component shall be included in Vernon's Total Power Costs for such
Month.
4.3.4 The Reserve Fund Cost Component of Total Power Costs for each Month shall
consist of the amount for such Month necessary to establish and maintain the
Reserve Funds at the level deemed prudent and appropriate by the Board of
Directors.
4.3.5 The Power Purchase Agreement Cost Component of Total Power Costs for
each Month shall consist of: the costs, without duplication, associated with the
Power Purchase Agreement, including, to the extent not otherwise included in
this Section 4.3, all costs for such Month of SCPPA in connection with its
enforcement of the Power Purchase Agreement or the performance required of
SCPPA under the Power Purchase Agreement or any Project Agreement and
shall include, without duplication, SCPPA’s monthly payment of any
applicable associated ancillary costs under the Power Purchase Agreement , and
any costs SCPPA is required to pay for the Facility Products.
4.4 Monthly Costs. Monthly Costs is defined in accordance with, and calculated pursuant
to, Section 7.1 hereof.
5. PURCHASE AND SALE OF FACILITY PRODUCTS AND THE OBLIGATIONS OF
SCPPA AND VERNON.
5.1 Purchase and Sale of Participant Facility Products Share. In accordance with the terms
and conditions of this Agreement, commencing on the earliest of (i) the date SCPPA is
obligated to pay any portion of the costs of the Project, (ii) the effective date of the
Power Purchase Agreement, or (iii) the date of the first delivery of Energy to Vernon
pursuant to this Agreement, and continuing through the term of this Agreement, except
as otherwise provided herein, SCPPA shall provide Vernon its Participant Facility
Products Share of any and all products, rights, and benefits, whether tangible or
intangible, received or obtained by SCPPA with respect to the Project, including
without limitation the Facility Products, and Vernon shall be responsible for and pay
its Participant Facility Products Cost Share of any and all Total Power Costs associated
with the acquisition of its Participant Facility Products Share and such associated
5
products, rights, and benefits, as applicable, under the Power Purchase Agreement and
any other applicable Project Agreement, including purchase or acquisition of any rights
pursuant to the Power Purchase Agreement and any other applicable Project
Agreement.
5.2 Facility Products and Deliverables. SCPPA shall provide and Vernon shall purchase
and receive Vernon’s Participant Facility Products Share of the Facility Products
pursuant to the terms of this Agreement. To the extent permitted by the Power
Purchase Agreement, the applicable Project Agreements, or otherwise determined by
the Board of Directors, SCPPA will endeavor to take such actions or implement such
measures as may be necessary or desirable for the utilization, maintenance or
preservation of the rights and interests of Vernon in the Project including, if
appropriate, such enforcement actions or other measures as the Board of Directors
deems to be in Vernon’s best interests. To the extent such services are available and
can be implemented in accordance with the Power Purchase Agreement or other
applicable Project Agreements, SCPPA shall also provide such other services, as
approved by the Board of Directors, as may be deemed necessary to secure the benefits
and/or satisfy the obligations associated with the Power Purchase Agreement or othe r
applicable Project Agreements. SCPPA shall use its best efforts, on behalf of Vernon
to secure the benefits of the transactions contemplated under the Power Purchase
Agreement or other applicable Project Agreements including the delivery of the
Facility Products, as applicable, contemplated by this Agreement, and shall endeavor
to maintain and secure the rights and benefits accruing to SCPPA through the Power
Purchase Agreement and the other applicable Project Agreements.
5.3 Project Manager. SCPPA or its designee or designees shall act as Project Manager as
provided in this Agreement to administer the Project, or cause the Project to be
administered, as provided in this Agreement or pursuant to assignments, instructions
or requests by the Coordinating Committee or the Board of Directors, or through any
project management or agency agreement, or contracts for services between SCPPA
and a third party. Prior to appointment of a Project Manager (other than SCPPA),
SCPPA shall consult with the SCPPA Participating Members as to such appointment.
5.4 Adoption of Annual Budget. The Annual Budget and any amendments to the Annual
Budget shall be prepared and approved in accordance with Sections 5.4.1, 5.4.2 or
5.4.3, respectively.
5.4.1 SCPPA will prepare and submit to Vernon a proposed Annual Budget at least
sixty (60) Days prior to the beginning of each Power Supply Year. In
connection with the preparation of the Annual Budget, SCPPA shall
incorporate therein the Operating Budget for such Power Supply Year as
prepared by the Project Manager and approved by the Board of Directors.
Vernon may then submit to SCPPA, at any time until the Annual Budget is
adopted, any matters or suggestions relating to the Annual Budget. SCPPA
shall adopt the Annual Budget not less than thirty (30) nor more than sixty (60)
Days prior to the beginning of such Power Supply Year and shall cause copies
of such adopted Annual Budget to be delivered to Vernon; provided, however,
the Annual Budget for the first Power Supply Year shall be prepared,
6
considered, adopted and delivered in the most practicable manner available
prior to Commercial Operation of the Facility.
5.4.2 As required from time to time during any Power Supply Year, after seven Days’
written notice to Vernon, SCPPA may, pursuant to the foregoing provisions for
adopting the Annual Budget, adopt an amended Annual Budget for and
applicable to such Power Supply Year for the remainder of such Power Supply
Year. The Annual Budget shall establish the basis for monthly Billing
Statements to be sent to each SCPPA Participant, as provided in Section 7
hereof.
5.4.3 Any adjustment, and any other or further mechanism for adjustment, as may be
required to address the variability of costs of operation of the Project at any
time during the Power Supply Year or the variability of or addition to any other
Annual Budget component, may be incorporated into the Annual Budget as
provided above, or by any amendment to an Annual Budget at any time during
any Power Supply Year upon the seven (7) Days’ written notice to Vernon as
set forth in Section 5.4.2.
5.5 Reports. SCPPA will prepare and issue to Vernon the following reports as soon as
reasonably practicable after the end of each quarter of a Power Supply Year:
5.5.1 Financial and operating statement relating to the Project.
5.5.2 Variance report comparing the costs in the Annual Budget versus actual costs,
and the status of other cost-related issues with respect to the Project.
5.6 Records and Accounts. SCPPA will keep, or cause to be kept, accurate records and
accounts of each of the properties and facilities comprising the Project as well as of the
operations relating to the Project, all in a manner similar to accepted accounting
methodologies associated with similar projects. All transactions of SCPPA relating to
the Project with respect to each Fiscal Year shall be subject to an annual audit. Vernon
shall have the right at its own expense to examine and copy the records and accounts
referred to above on reasonable notice during regular business hours.
5.7 Provide Information. Vernon agrees to supply SCPPA, upon request, with such
information, documentation, and certifications as SCPPA shall reasonably determine
to be requisite to and necessary or desirable for the administration and ongoing
activities of the Project, including information reasonably available to allow SCPPA to
respond to requests for such information from any federal, state, or local regulatory
body or other authority.
5.8 Consultants and Advisors Available. SCPPA shall make available to the Project
Manager (if other than SCPPA) and to the SCPPA Participants all consultants and
advisors that are retained by SCPPA, and such consultants and advisors shall be
authorized to consult with and advise the Project Manager and SCPPA Participants on
Project matters.
7
5.9 Liquidated Damages. Any amounts paid to SCPPA as and for Daily Delay Damages,
Shortfall Damages, or any other damages owed to SCPPA by the Power Purchase
Provider as provided under the Power Purchase Agreement shall be remitted to the
SCPPA Participants in accordance with their respective Participant Facility Products
Shares.
5.10 Grid Charging Energy. Vernon shall be responsible for and shall supply to SCPPA at
the Point of Delivery any grid charging energy desired by Vernon to be directed to the
BESS in accordance with the Power Purchase Agreement. Vernon shall coordinate,
schedule, and do all other things deemed necessary or appropriate, except as otherwise
prohibited under this Agreement, to provide for the delivery of such grid charging
energy from the grid to the Point of Delivery to enable SCPPA to exercise its rights
and obligations in connection with grid charging energy in accordance with the
requirements of the Power Purchase Agreement. Notwithstanding anything in this
Agreement to the contrary, Vernon shall be obligated to cover any costs and all other
liabilities associated with the scheduling, use, or charging of such grid charging energy
under the Power Purchase Agreement.
6. COORDINATING COMMITTEE.
6.1 Establishment and Authorization of the Coordinating Committee.
6.1.1 The Coordinating Committee is hereby established and duly authorized to act
on behalf of the SCPPA Participants as provided in this Section 6 for the
purpose of (i) providing coordination among, and information to, the SCPPA
Participants and SCPPA, (ii) the administration of the Power Purchase
Agreement, (iii) the administration of the Project Agreements, (iv) making any
recommendations to the Board of Directors regarding the administration of the
Project and any acquisitions related thereto and (v) execution of the
Coordinating Committee responsibilities set forth in Section 6.2 hereof,
including the various financial, administrative, and technical matters wh ich
may arise from time to time in connection with the Project or the administration
thereof, and such further developments as may need to be addressed.
6.1.2 The Coordinating Committee shall consist of one designated representative
from each SCPPA Participant and a non-voting representative from SCPPA.
Each of the SCPPA Participants shall be entitled to cast a vote equal to its
Participant Facility Products Cost Share as set forth in Appendix B hereof.
Within thirty (30) Days after SCPPA has entered into this Agreement, Vernon
shall provide notice to SCPPA and each other SCPPA Participant of its
representative on the Coordinating Committee. An alternate representative
may be appointed by similar written notice. The alternative representative so
appointed may act on the Coordinating Committee, or on any subcommittee
established by the Coordinating Committee, in the absence of such SCPPA
Participant’s primary designated representative. An alternate representative
may attend all meetings of the Coordinating Committee but may vote only if
the representative for whom she/he serves as alternate is absent. Vernon shall
promptly give written notice concurrently to each other SCPPA Participant and
SCPPA of any change in the designation of its representative or alternative
8
representative on the Coordinating Committee or any subcommittee. SCPPA
shall promptly give written notice to Vernon and each other SCPPA Participant
of any changes in the designation of its representative on the Coordinating
Committee or any subcommittee.
6.1.3 No representative of any of the SCPPA Participants shall exercise any greater
authority than permitted for the SCPPA Participant which she/he represents.
6.1.4 The chairperson of SCPPA shall promptly call a meeting of the Coordinating
Committee at the request of any representative in a manner and to the extent
permitted by law.
6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as
SCPPA’s representative and the representatives of the SCPPA Participants
holding not less than eighty percent (80%) of the total Participant Facility
Products Cost Shares shall be present.
6.1.6 Except as may otherwise be provided in an agreement to which all of the
SCPPA Participants agree, all actions taken by the Coordinating Committee
shall require an affirmative vote of SCPPA Participants having Participant
Facility Products Cost Shares aggregating at least eighty percent (80%) of the
total Participant Facility Products Cost Shares. Unless the Board of Directors
shall otherwise determine to require a majority v ote pursuant to the terms of
the Joint Powers Agreement, all actions with respect to the Project taken by the
SCPPA Board of Directors shall require an affirmative vote of at least eighty
percent (80%) of the Project Votes (as defined in SCPPA’s Joint Powers
Agreement, dated as of November 1, 1980, as amended from time to time) cast
thereon. Notwithstanding the forgoing, however, if a proposed action before
the Coordinating Committee or the Board of Directors relates solely to the
interests of a single SCPPA Participant (other than Vernon) and Vernon
determines, in good faith, that such proposed action will not adversely affect,
economically or otherwise, its interests, then Vernon agrees that it shall not
unreasonably withhold its affirmative vote with respect to such proposed
action.
6.1.7 Vernon acknowledges and agrees that SCPPA, through the Coordinating
Committee or the Board of Directors, as applicable, may from time to time
enter into Project Agreements or amendments of and supplements to the
applicable Project Agreements (in accordance with their respective terms) and
that, except as provided herein or as otherwise provided by resolution of the
Board of Directors, SCPPA will not be required to obtain the consent or
approval of Vernon in connection with any such Project Agreement or
supplement or amendment, provided that any such amendment shall be
approved by the Coordinating Committee or the Board of Directors in the
manner provided by this Agreement.
6.1.8 Conducting of Coordinating Committee meetings and actions taken by the
Coordinating Committee may be taken by vote given in an assembled meeting
or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any
9
combination thereof, to the extent permitted by law, any such action taken shall
be recorded in the minutes or other written records for the Coordinating
Committee meetings.
6.2 Coordinating Committee Responsibilities. In addition to those responsibilities
enumerated in Section 6.1, the Coordinating Committee shall have the following
responsibilities:
6.2.1 Provide liaison between SCPPA and the SCPPA Participants at the
management or other levels with respect to the ongoing administration of the
Project and maintain a liaison between the SCPPA Participants and all other
SCPPA members with respect to the Project, and where the Coordinating
Committee deems it appropriate, maintain a liaison with the counterparties to
any Project Agreements and with any other entities or utilities engaged in or in
connection with other renewable energy projects.
6.2.2 Exercise general supervision over any subcommittee established pursuant to
Section 6.5.
6.2.3 Review, develop, discuss, and, if appropriate, recommend, modify or approve
all budgets and revisions thereof prepared and submitted by SCPPA or the
Project Manager at the request of the Coordinating Committee.
6.2.4 Review, develop, discuss, and, if appropriate, modify, approve or otherwise act
upon any systems or procedures for adjustment of the Annual Budget or any
alternative methodologies for budgeting or billing as set forth in Section 5 and
Section 7 of this Agreement.
6.2.5 Carry out all other actions reposed in the Coordinating Committee with respect
to budgeting and billing as set forth in Section 5 and Section 7 of this
Agreement.
6.2.6 Review, discuss and attempt to resolve any disputes among the SCPPA
Participants or the parties to any Project Agreements including, without
limitation, the Power Purchase Provider, the counterparty under the Power
Purchase Agreement or any other counterparty with respect to any Project
Agreement.
6.2.7 Make recommendations to the Project Manager, the Board of Directors or to
the counterparties to any of the Project Agreements, as appropriate, with
respect to the ongoing administration of the Project.
6.2.8 Review, develop, and if appropriate, modify and approve rules, procedures, and
protocols for the administration of the Project or Project Agreements, including
rules, procedures, and protocols for the management of the costs of the
scheduling, handling, tagging, dispatching, and crediting of Facility Products
and the handling and crediting of Environmental Attributes associated with the
Project.
10
6.2.9 Review, and, if appropriate, modify, approve or otherwise act upon the form or
content of any written statistical, administrative, or operational reports, solar
energy related data, electric generation information, solar energy production
data, battery storage performance data, technical information, facility
reliability data, transmission information, forecasting, scheduling, dispatching,
tagging, parking, exchanging, balancing, movement, or other delivery
information, climate and weather related matters, regulatory matters or
requirements, and other information and other similar records or matters
pertaining to the Project which are furnished to the Coordinating Committee
by the Project Manager as requested by the Coordinating Committee, or by the
counterparties to Project Agreements, experts, consultants or others.
6.2.10 Review, and, if appropriate, modify, approve, or otherwise act upon, practices
and procedures as formulated by the Project Manager as requested by the
Coordinating Committee or, if applicable, the counterparty to any Project
Agreement, to be followed by the SCPPA Participants for, among other things,
the production, scheduling, tagging, transmission, delivery, balancing,
exchanging, crediting, tracking, monitoring, remarketing, sale or disposition of
Facility Products, including the control and use of the BESS, and the supply,
scheduling and use of grid charging energy. For avoidance of doubt, upon
SCPPA’s delivery and sale of Facility Products to Vernon at the Point of
Delivery, Vernon shall have full unilateral rights to remarket, sell or otherwise
dispose of such Facility Products.
6.2.11 Review, modify and approve, if appropriate, any activities with respect to the
performance of any Project Agreement, including policies for selection and
utilization of contractors and consultants included in the budgets with re spect
to the Project. In approving such activities, consideration may be given, if
possible, to each SCPPA Participant’s electric power system conditions, which
may prevail during such planned activities.
6.2.12 Review, and, if appropriate, recommend, modify, approve or otherwise act with
respect to the exercise of SCPPA’s rights under the Power Purchase Agreement
or review, recommend, approve or otherwise act with respect to the
procurement of resources in connection with the Power Purchase Agreement.
6.2.13 Review, modify, approve or otherwise act upon any proposed change,
extension or modification of any date set forth in Appendix I of the Power
Purchase Agreement of the milestone schedule or to any Milestone under the
Power Purchase Agreement as the Coordinating Committee shall deem to be
desirable, appropriate or otherwise in SCPPA’s interest. The Coordinating
Committee may impose such other terms, conditions or qualifications upon any
such action as the Coordinating Committee shall deem appropriate.
6.2.14 Review and act upon any present, potential or possible future anticipated failure
to deliver Guaranteed Delivered Energy under the Power Purchase Agreement
in such manner as the Coordinating Committee shall deem appropriate.
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6.2.15 Review, and if appropriate, recommend, modify or approve practices and
procedures formulated by the Project Manager, as requested by the
Coordinating Committee, or by any counterparty to any Project Agreements
giving due recognition to the needs, rights and electric system requirements
and capabilities of all SCPPA Participants.
6.2.16 Review and act upon any matters involving any of the Power Purchase
Agreement, any guarantee or letter of credit delivered to or for the benefit of
SCPPA by the Power Purchase Provider or any other counterparty to any
Project Agreement in connection with the Project, and take such actions or
make such recommendations as may be appropriate or desirable in connection
therewith.
6.2.17 Review, modify or approve recommendations of the Project Manager or
counterparties made pursuant to the provisions of any Project Agreement.
6.2.18 Review, modify and where appropriate, recommend or approve the
implementation of metering technologies and methodologies appropriate for
the delivery, accounting for, transferring and crediting of the Facility Products
to the Point of Delivery or to other points or destinations, as applicable, directly
or through the BESS.
6.2.19 Review, modify and where appropriate, recommend or approve all Consent
Agreements.
6.2.20 Review, examine modify and where appropriate, recommend or approve the
implementation of methods for addressing curtailments or other interruptions
having a tendency to cause Deemed Generated Energy.
6.2.21 Review, modify and where appropriate, recommend or approve the
implementation of practices and procedures to implement the provisions of
Section 9 herein, as may be applicable with respect to any of the SCPPA
Participants, provided, that such action shall require the affirmative vote of
Vernon’s representative if such adjustment would change Vernon’s Participant
Facility Products Share, Vernon’s Participant Facility Products Cost Share and
the associated SCPPA capacity amounts.
6.2.22 Review and approve adjustments to the Participant Facility Products Shares
and the Participant Facility Products Cost Shares set forth in Appendix B when
and as required by this Agreement; provided, that such resolution shall require
the affirmative vote of Vernon’s representative if such adjustment would
change its Participant Facility Products Share and its Participant Facility
Products Cost Share.
6.2.23 Perform such other functions and duties as may be provided for under this
Agreement, the Power Purchase Agreement, or any other applicable Project
Agreement or as may otherwise be appropriate or beneficial to the Project.
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6.3 Management Decisions and the Role of Board of Directors. To the extent not provided
for under this Agreement, the rights and obligations of SCPPA under the Project
Agreements shall be subject to the ultimate control at all times of the Board of
Directors. Vernon shall be entitled to participate in the decisions of the Board of
Directors with respect to SCPPA’s rights and interests with respect to the Project as
provided in this Section 6.3, provided that Vernon shall disqualify its right to
participate upon assuming the status of a Defaulting Purchaser as provided in Section
11 of this Agreement. SCPPA, through the Board of Directors shall have, in addition
to the duties and responsibilities set forth elsewhere in this Agreement, the following
duties and responsibilities, among others:
6.3.1 Dispute Resolution. The Board of Directors shall endeavor to review, discuss
and attempt to resolve any disputes among SCPPA, the SCPPA Participants
and the counterparties under the Project Agreements relating to the Project, the
operation and management of the Facility, and SCPPA’s rights and interests
with respect to the Facility.
6.3.2 Scheduling Procedures. When recommended by the Project Manager, or when
otherwise appropriate, the Board of Directors shall act upon and approve or
modify the practices and procedures to be followed by the SCPPA Participants
for scheduling, delivering, controlling and allocating the Facility Products and
the use and control of the BESS.
6.3.3 Project Agreements. The Board of Directors shall have the authority to
approve the Project Agreements, including agreements for scheduling
coordinator services, if any, and to review, modify, and approve, as
appropriate, all amendments, modifications and supplements to the Project
Agreements.
6.3.4 Budgeting. The Board of Directors shall review, modify, and approve each
Annual Budget and the revisions thereto in accordance with Section 5.4 of this
Agreement.
6.3.5 Application of Certain Payments Under the Power Purchase Agreement . The
Board of Directors shall review, modify, and approve recommendations of the
Project Manager as to the application of any payments or amounts received by
SCPPA from any source or as a result of a Default by the Power Purchase
Provider under the Power Purchase Agreement or other non- compliance with
the Power Purchase Agreement as provided therein; provided that such
payments and amounts shall be applied to one or more of the purposes set forth
in Section 4.3 to the credit of Vernon and the other SCPPA Participants in
proportion to their respective Participant Facility Products Cost Share.
6.3.6 Other Matters. The Board of Directors is authorized to perform such other
functions and duties, including oversight of those matters and responsibilities
addressed by the Project Manager, as may be provided for under this
Agreement and under the other Project Agreements, or as may otherwise be
appropriate.
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6.4 Periodic Audits. The Board of Directors or the Coordinating Committee may arrange
for the annual audit under Section 5.6 of this Agreement by certified accountants,
selected by SCPPA and experienced in electric generation or electric utility accounting,
of the books and accounting records of SCPPA, and where deemed appropriate the
Project Manager (if other than SCPPA), the Power Purchase Provider (to the extent
provided under the Power Purchase Agreement) and any other counterparty under any
Project Agreement to the extent allowable, and any cost reimbursable to a consultant
or contractor relevant to the administration of the Project, and such audit shall be
completed and submitted to SCPPA as soon as reasonably practicable after the close
of the Fiscal Year. SCPPA shall promptly furnish to Vernon copies of all audits. No
more frequently than once every calendar year, Vernon may, at its sole cost and
expense, audit or cause to be audited the books and cost records of SCPPA, the Project
Manager (if other than SCPPA), the counterparty under any Project Agreement to the
extent so provided in the applicable Project Agreement, and any cost reimbursable to
a consultant or contractor relevant to the administration of the Project.
6.5 Additional Committees. The Board of Directors may establish as needed
subcommittees including, but not limited to, auditing, legal, financial, engineering,
mechanical, weather, diurnal, barometric, meteorological, operating, insurance,
governmental relations, environmental and public information subcommittees. The
authority, membership, and duties of any subcommittee shall be established by the
Board of Directors; provided, however, such authority, membership or duties shall not
conflict with the provisions of any of the Project Agreements.
6.6 Costs of Consultants. Costs (or the applicable portion thereof) of consultants and
others employed or appointed by the Board of Directors or the Coordinating Committee
to perform the duties required hereunder shall be included in Total Power Costs, as
appropriate, and shall be billed to SCPPA or the Project Manager (if other than
SCPPA).
6.7 Participating Member Representative Expenses. Any expenses incurred by any
representative of any Participating Member or group of Participating Members serving
on the Coordinating Committee or any other committee in connection with his/her
duties on such committee shall be the responsibility of the Participating Member which
he/she represents and shall not be an expense payable under this Agreement.
7. CHARGES AND BILLINGS.
7.1 Monthly Costs. The amount of monthly costs which shall be paid by Vernon to SCPPA
for a particular Month ("Monthly Costs") shall be the sum of the followin g, as
applicable, subject to any adjustments as provided in Section 12 hereof:
7.1.1 Vernon’s Participant Facility Products Cost Share multiplied by the Delivery
Output Cost Component of Total Power Costs (as provided in Section 4.3.1)
for such Month.
7.1.2 Vernon’s Participant Facility Products Cost Share multiplied by the Power
Purchase Agreement General and Administrative Cost Component of Total
Power Costs (as provided in Section 4.3.2 hereof) for such Month.
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7.1.3 Vernon’s share of the Supplementary Services Cost Component of Total Power
Costs (as provided in Section 4.3.3 hereof) based on Vernon’s allocated share
of any such services procured by SCPPA on behalf of Vernon for such Month.
7.1.4 Vernon’s Participant Facility Products Cost Share multiplied by the Reserve
Fund Cost Component of Total Power Costs (as provided in Section 4.3.4
hereof) for such Month.
7.1.5 Vernon’s Participant Facility Products Cost Share multiplied by the Power
Purchase Agreement Cost Component of Total Power Costs (as provided in
Section 4.3.5 hereof) for such Month.
7.2 Billing Statement. By the fifth Day of each Month during each Power Supply Year,
SCPPA shall bill Vernon for the amount of Monthly Costs to be paid by Vernon for
the current Month by providing Vernon with a Billing Statement in accordance with
the charges established pursuant to the provisions of this Agreement; provided,
however, that such Billing Statement, with respect to the cost of Facility Products
provided by SCPPA to Vernon under this Agreement, shall also include with respect
to the performance by SCPPA or the counterparty under and pursuant to applicable
Project Agreements, any charge or credit to Vernon with respect to the costs or
revenues attributable to Vernon pursuant to and under any applicable Project
Agreement. Such Billing Statement shall detail the costs described in Section 7.1
hereof and shall set forth, among other things, the amounts due for such Month by
Vernon with respect to the items of Monthly Costs set forth in Section 7.1, as such
Monthly Costs may be adjusted from time to time in accordance with Section 5 and
this Section 7. Such Billing Statement shall be paid by Vernon on or before twenty
(20) Days after receipt of such Billing Statement.
7.3 Adoption of Alternative Billing Statement Procedures. The Coordinating Committee
may recommend the adoption of an alternative Billing Statement billing methodology
in connection with each SCPPA Participant’s Billing Statement with respect to the
Total Power Costs and the costs associated with any Project Agreement. Such
alternative Billing Statement procedures may be placed into effect with the approval
of the same by resolution of the Board of Directors. Any such alternative Billing
Statement billing methodology shall be fiscally prudent, financially sound and shall
assure coverage of all potential and actual costs and obligations of SCPPA.
7.4 Disputed Monthly Billing Statement. In case any portion of any Billing Statement
received by Vernon from SCPPA shall be in bona fide dispute, Vernon shall pay
SCPPA the full amount of such Billing Statement and, upon determination of the
correct amount, the difference between such correct amount and such full amount, if
any, including interest at the rate received by SCPPA on any overpayment, will be
credited to Vernon by SCPPA after such determination; provided, however, that such
interest shall not accrue on any overpayment that is acknowledged by SCPPA and
returned to Vernon by the fifth Day following the receipt by SCPPA of the disputed
overpayment. In the event such Billing Statement is in dispute, SCPPA will give
consideration to such dispute and will advise Vernon with regard to SCPPA’s position
relative thereto within thirty (30) Days following receipt of written notification by
Vernon of such dispute.
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7.5 Reconciliation of Monthly Costs. As soon as practicable after the end of each Power
Supply Year, or more frequently if so determined by the Board of Directors, SCPPA
will submit to Vernon and each of the other SCPPA Participants a detailed s tatement
of the actual aggregate Monthly Costs and other amounts payable hereunder, including
any credits thereto, for all of the Months of such Power Supply Year, and the
adjustments of the aggregate Monthly Costs and other amounts payable hereunder, if
any, for any prior Power Supply Year, based on the annual audit of accounts provided
for in Section 5.6. If, on the basis of the statement submitted as provided in this
Section 7.5, the actual aggregate Monthly Costs and other amounts payable by Vernon
for any Power Supply Year exceed the amount thereof which Vernon has been billed,
Vernon shall pay SCPPA, within twenty (20) Days after receipt of SCPPA’s invoice,
the amount to which SCPPA is entitled. If, on the basis of the statement submitted
pursuant to this Section 7.5, the actual aggregate Monthly Costs or other amounts
payable by Vernon for any Power Supply Year are less than the amount therefor which
Vernon has been billed, SCPPA shall, unless otherwise directed by Vernon with respect
to moneys owed to it, credit such excess against Vernon’s next monthly Billing
Statement.
7.6 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors may,
by resolution, authorize or prescribe other billing, payment, costing and cost
reconciliation mechanisms to address such billing, payment, costing and cost
reconciliation issues as may from time to time arise with respect to the Project.
7.7 Prepayment of Monthly Costs. Vernon may, at any time, pay moneys to SCPPA or
utilize any credits due or amounts owed by SCPPA to Vernon with respect to the
Project for the purpose of prepaying its monthly Billing Statement. Such moneys and
amounts owed by SCPPA under any Project Agreement shall be deposited into an
account established by, or at the direction of, SCPPA. Consistent with SCPPA’s
investment policy, moneys in such account shall be invested pursuant to instructions
provided to SCPPA by Vernon and all investment income shall be credited to such
account. Payment of the amount of any monthly Billing Statement or Default Invoice
shall be made from moneys available in such account to the extent set forth in written
directions from Vernon to SCPPA received at least five business days prior to the due
date of such payment. Any credit or prepayment with respect to its monthly Billing
Statement shall not relieve or reduce Vernon’s other obligations under this Agreement.
8. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT;
AUTHORIZATIONS; CONFLICTS; LITIGATION.
8.1 Unconditional Payment Obligation. Beginning with the earliest of (i) the date SCPPA
incurs or becomes obligated to pay any portion of the costs of the Project, (ii) the
effective date of any Project, or (iii) the date of the first delivery of Facility Products
to Vernon and continuing through the term of this Agreement, Vernon shall pay
SCPPA the amounts of Monthly Costs set forth in the Billing Statements submitted by
or on behalf of SCPPA to Vernon in accordance with the provisions of Section 7 hereof
and, without duplication, any amount set forth in any Default Invoice received by
Vernon as a result of the operation of Section 11 hereof, whether or not this Agreement
has been terminated, or the Project or any part thereof has been completed, is
functioning, producing, operating or operable or its output is suspended, interrupted,
16
interfered with, reduced or curtailed or terminated in whole or in part, and such
payments shall not be subject to reduction whether by offset or otherwise and shall not
be conditional upon the performance or nonperformance by any party of any agreement
for any cause whatsoever.
8.2 Source of Payments. Vernon hereby represents and warrants that the obligations of
Vernon to make the payments to SCPPA under this Agreement shall constitute a cost
of purchased power and an operating expense of Vernon payable solely from its electric
power revenue fund, including any and all legally available electric power system
reserves. Vernon will annually in each and every fiscal year of Vernon during the term
of this Agreement include in its electric power system budget, whether or not any other
items are included, an appropriation from the revenues of its electric power system
(including moneys derived from sales to third parties) sufficient to satisfy all the
payments required to be made in such year under this Agreement until all payments
required under this Agreement have been paid in full.
8.3 Rate Covenant. Vernon will establish, maintain and collect rates and charges for the
electric power service of its electric power system each year so as to provide revenues
sufficient, together with any legally available electric power system reserves, to enable
Vernon to pay to SCPPA all amounts payable when due under this Agreement and to
pay all other amounts payable from, and all lawful charges against or liens on, the
revenues of its electric power system.
8.4 Authorizations. Vernon hereby represents and warrants that no order, approval,
consent or authorization of any governmental or public agency, authority or person, is
required on the part of Vernon for the execution and delivery by Vernon of this
Agreement, or the performance by Vernon of its obligations under this Agreement
except for such as have been obtained.
8.5 Conflicts. Vernon represents and warrants to SCPPA as of the Effective Date that, to
Vernon’s knowledge, the execution and delivery of this Agreement by Vernon, and
Vernon’s performance thereunder, will not constitute a default under any agreement or
instrument to which it is a party, or any order, judgment, decree or ruling of any court
that is binding on Vernon, or a violation of any applicable law of any governmental
authority, which default or violation would have a material adverse effect on the
financial condition of Vernon’s electric power revenue fund.
8.6 Litigation. Vernon represents and warrants to SCPPA as of the Effective Date that, to
Vernon’s knowledge, except as disclosed, there are no actions, suits or proceedings
pending against Vernon (service of process on Vernon having been made) in any court
that questions the validity of the authorization, execution or delivery by Vernon of this
Agreement, or the enforceability as to Vernon of this Agreement.
9. OTHER TERMS AND SERVICES.
9.1 Delivery Procedures. Prior to the time at which any Energy is to be delivered to
Vernon from the Facility, to the extent applicable, Vernon shall schedule and be
obligated to take delivery of Energy to be delivered under this Agreement. The Facility
Products generated and produced from the Project (directly or through the BESS) shall
17
be scheduled and delivered at the Point of Delivery under the practices and procedures
approved pursuant to Section 6.2, as applicable, all in accordance with the Power
Purchase Agreement.
9.2 Other Services and Transmission From Point of Delivery. It is the obligation of Vernon
to receive its Participant Facility Products Share from SCPPA all in accordance with
the Power Purchase Agreement However, to the extent specified by Vernon, and to
the extent practicable for SCPPA to do so, SCPPA shall assist in arranging for
Supplementary Services and for such additional transmission, interconnection
arrangements, energy management, firming, shaping, swaps, exchanges or other
services associated with the transmission, use or disposition of Facility Products to be
utilized by Vernon and to provide for delivery, accounting for, transferring and
crediting the ownership and transfer of such Facility Products from the Point of
Delivery to any other points or destinations, as determined by Vernon.
9.3 Energy Services. Except as otherwise provided in this Agreement, nothing herein shall
prevent or restrict Vernon from providing for its own transmission, energy
management services, firming, balancing, or exchanging services or otherwise using
or dispatching its Energy under this Agreement; provided, however, that such services,
use or activities shall not affect any of the obligations of Vernon under this Agreement.
9.4 [Reserved.]
9.5 [Reserved.]
9.6 Transfer of Environmental Attributes to Vernon. SCPPA shall transfer all
Environmental Attributes received by SCPPA under the Power Purchase Agreement to
Vernon in the same manner by which SCPPA receives Environmental Attributes.
10. PROJECT SPECIFIC MATTERS AND VERNON RIGHTS AND OBLIGATIONS
UNDER PROJECT AGREEMENTS.
10.1 Rights and Obligations under the Project Agreements. Notwithstanding anything to
the contrary contained herein: (i) the obligation of SCPPA to deliver to Vernon its
Participant Facility Products Share during the term of this Agreement is limited to the
Facility Products which SCPPA receives from the Power Purchase Provider for
redelivery to Vernon hereunder during such time; (ii) the obligation of SCPPA to pay
any amount to Vernon hereunder or to give credits against amounts due from Vernon
hereunder is limited to amounts SCPPA receives in connection with the transaction to
which the payment or credit relates (or is otherwise available to SCPPA in connection
with this Agreement for which such payment or credit relates); (iii) any purchase costs,
operating costs, energy costs (including any costs related to grid charging energy),
capacity costs, BESS costs, environmental attribute costs, transmission costs, tax costs,
insurance costs, indemnifications, other costs or other charges for which SCPPA is
responsible under the Project Agreements shall be considered purchase costs, operating
costs, energy costs (including any costs related to grid charging energy), capacity costs,
BESS costs, environmental attribute costs, transmission costs, tax costs, insurance
costs, indemnifications, other costs or other charges incurred by SCPPA and payable
by Vernon as provided in this Agreement; and (iv) any Force Majeure under the Power
18
Purchase Agreement or other event of force majeure affecting the delivery of Energy
pursuant to applicable provisions of the Project Agreements shall be considered an
event caused by Uncontrollable Forces affecting SCPPA with respect to the delivery
of Facility Products hereunder and SCPPA forwarding to Vernon notices and
information from the Power Purchase Provider concerning an event of Force Majeure
upon receipt thereof shall be sufficient to constitute a notice that Uncontrollable Forces
have occurred pursuant to Section 12.2 of this Agreement. Any net proceeds received
by SCPPA from the sale of Guaranteed Delivered Energy by the Power Purchase
Provider to any third-party purchaser as a result of a Force Majeure event or failure by
SCPPA to accept delivery of Energy pursuant to the Power Purchase Agreement shall
be remitted by SCPPA to Vernon in accordance with its Participant Facility Products
Cost Share.
10.2 Revision of Appendix B. The Parties agree that adjustments of the Participant Facility
Products Shares and Participant Facility Products Cost Shares in Appendix B in
compliance with this Agreement shall be made and treated as an element of
administration and not an amendment of this Agreement. The revised Appendix B
shall become Appendix B to this Agreement in replacement of the prior Appendix B
hereof.
11. NONPERFORMANCE AND PAYMENT DEFAULT.
11.1 Nonperformance by Vernon. If Vernon shall fail to perform any covenant, agreement
or obligation under this Agreement or shall cause SCPPA to be in default with respect
to any undertaking entered into for the Project or to be in default under the Power
Purchase Agreement, or any other Project Agreement, as applicable, or cause a default
to occur pursuant to such agreements, SCPPA may, in the event the performance of
any such obligation remains unsatisfied after thirty (30) Days’ prior written notice
thereof to Vernon and a demand to so perform, take any action permitted by law to
enforce its rights under this Agreement, including but not limited to termination of this
Agreement, and/or (unless SCPPA has already taken action pursuant to the
immediately following sentence) bring any suit, action or proceeding at law or in equity
as may be necessary or appropriate to recover damages and/or enforce any covenant,
agreement or obligation against Vernon with regard to its failure to so perform.
11.2 Notice of Payment Default. In the event of a Payment Default by Vernon, on or
promptly following the Initial Payment Default Date SCPPA shall issue a Default
Invoice and shall provide written notice to Vernon that as a result of a Payment Default,
it is in default under this Agreement and has assumed the status of a Defaulting
Purchaser and that Vernon’s Project Rights are subject to discontinuance, termination
and disposal in accordance with Sections 11.4 and 11.5 of this Agreement. Notice of
such Payment Default shall be provided promptly by SCPPA to the o ther SCPPA
Participants. In addition to the foregoing, the notice of Payment Default shall specify
that five (5) Days after the issuance of the written notice of Payment Default by
SCPPA, deliveries of Facility Products to Vernon pursuant to this Agreemen t shall be
thereafter suspended until such time as Vernon is in Compliance. SCPPA may take
any action through or in conjunction with the Power Purchase Provider or any other
counterparty under a Project Agreement or with the Project Manager, if applicable , to
expeditiously implement the provisions of this Section 11.
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11.3 Cured Payment Default. If after a Payment Default Vernon cures such Payment
Default within the Cure Period, its Project Rights shall not be subject to discontinuance,
termination or disposal as provided for in Sections 11.4 and 11.5 of this Agreement as
a result of any Payment Default associated with such Cured Payment Default.
11.4 Failure to Cure Payment Default. If, at any time after expiration of the Cure Period
Vernon fails to be in Compliance due to its failure to cure its Payment Default in a
timely manner in accordance with this Agreement, Vernon’s Project Rights shall
immediately be discontinued and terminated and its Project Rights and Obligations
shall be disposed of by SCPPA in accordance with Section 11.5 of this Agreement;
provided, however, the Defaulting Purchaser’s obligation to make payments under this
Agreement shall not be eliminated or reduced except to the extent provided in Section
11.5. SCPPA shall provide to the Defaulting Purchaser a separate monthly invoice of
any such payment obligations under this Agreement. SCPPA shall immediately notify
the Project Manager (if other than SCPPA), the other SCPPA Participants and such
others as SCPPA deems appropriate, of such discontinuance and termination of the
Defaulting Purchaser’s Project Rights.
11.5 Treatment of the Defaulting Purchaser’s Project Rights and Obligations upon its
Payment Default. In the event Defaulting Purchaser’s Project Rights are discontinued
and terminated pursuant to Section 11.4 of this Agreement, SCPPA shall undertake or
cause to be undertaken the following actions in the order indicated:
11.5.1 SCPPA shall, to the extent permitted under the Project Agreements, offer to
convey, transfer and assign to all non-Defaulting SCPPA Participants, on a
temporary or permanent basis as determined by SCPPA, the Project Rights and
Obligations of the Defaulting Purchaser, and SCPPA shall so convey, transfer
and assign on such basis so determined by SCPPA to (i) all requesting non -
Defaulting SCPPA Participants the amount of Project Rights and Obligations
requested if the aggregate of such requests does not exceed the amount of the
Project Rights and Obligations of the Defaulting Purchaser, or (ii) all
requesting non-Defaulting SCPPA Participants on a pro-rata basis (based upon
the amount requested) if the aggregate of such requests exceeds the amount of
the Project Rights and Obligations of the Defaulting Purchaser. Each such
requesting non-Defaulting Participant shall assume all, but not less than all,
Project Rights and Obligations so conveyed, transferred and assigned to it by
SCPPA.
11.5.2 If one hundred percent (100%) of Defaulting Purchaser’s Project Rights and
Obligations are not conveyed, transferred and assigned to non-Defaulting
SCPPA Participants as provided in Section 11.5.1 of this Agreement, SCPPA
shall, to the extent permitted under the Project Agreements and to the extent
SCPPA in its discretion determines it appropriate, offer to convey, transfer and
assign, on a temporary or permanent basis as determined by SCPPA, the
remainder (or, all, if applicable) of Defaulting Purchaser’s Project Rights and
Obligations to third parties, all in accordance with applicable law. Each such
requesting third party shall assume all, but not less than all, Project Rights and
Obligations so conveyed, transferred and assigned to it by SCPPA. If such
third party is a SCPPA Member but not a SCPPA Participant as defined herein,
20
such SCPPA Member, upon accepting such conveyance, transfer and
assignment on a permanent basis, shall be deemed a SCPPA Participant.
11.5.3 If, at any time or from time to time, any of the Project Rights and Obligati ons
of the Defaulting Purchaser are not conveyed, transferred and assigned as
provided in Sections 11.5.1 or 11.5.2 of this Agreement, SCPPA shall use its
best efforts, to the extent reasonably possible and economically beneficial, to
offer all non-Defaulting SCPPA Participants and third parties, for long-term or
short-term sale as determined by SCPPA, Facility Products associated with
such Project Rights and Obligations or to remarket or resell such Facility
Products, or cause the same to be remarketed or resold; provided, however, that
without eliminating Defaulting Purchaser’s obligation to make payments under
this Agreement (notwithstanding anything to the contrary in this Agreement),
including payment of SCPPA’s costs and expenses related to such default and
sale, such payment obligation shall be offset, mitigated and satisfied to the
extent that payments are received by SCPPA from the remarketing or sale of
Facility Products associated with Defaulting Purchaser’s Project Rights.
11.5.4 If, at the time of any Coordinating Committee meeting, any of Defaulting
Purchaser’s Project Rights and Obligations are not conveyed, transferred and
assigned as provided in Sections 11.5.1 or 11.5.2, the associated voting rights
with respect to Defaulting Purchaser’s Project Rights and Obligations shall be
redistributed pro rata among the non-Defaulting SCPPA Participants, based
upon the Participant Facility Products Share of such SCPPA Participant, so that
the total voting rights remain at 100%.
11.5.5 Upon the termination, conveyance, transfer or assignment of a Defaulting
Purchaser’s Project Rights and Obligations pursuant to Section 11.4 and this
Section 11.5, SCPPA shall make any necessary adjustments to the Participant
Facility Products Shares set forth in Appendix B and give written notice thereof
to the non-Defaulting SCPPA Participants. Such adjustments shall not require
approval by the Coordinating Committee.
11.5.6 Except as provided in this Section 11.5 or otherwise in this Agreement, SCPPA
may not convey, transfer or assign any SCPPA Participant’s Project Rights and
Obligations without the prior written consent of the SCPPA Participant.
11.6 Elimination or Reduction of Payment Obligations. Upon termination of Defaulting
Purchaser’s Project Rights pursuant to Section 11.4 and conveyance, transfer or
assignment of Defaulting Purchaser’s Project Rights and Obligations pursuant to
Sections 11.5.1 or 11.5.2, Defaulting Purchaser’s obligation to make payments under
this Agreement (notwithstanding anything to the contrary in this Agreement) shall not
be eliminated or reduced except to the extent of moneys received by SCPPA as a result
of the conveyance, transfer and assignment of Defaulting Purchaser’s Project Rights
and Obligations, less SCPPA’s related costs and expenses.
11.7 Use of Reserve Funds. With respect to a Payment Default by Vernon, funds in the
Reserve Funds may be used, to the extent necessary and to the extent available, to cover
21
any deficiency with respect to any payment due by SCPPA attri butable to Vernon’s
participation in the Project.
11.8 Step-Up Invoices. Step-Up Invoices shall be issued in accordance with the provisions
set forth below.
11.8.1 In the event of a Payment Default by one or more Defaulting SCPPA
Participants, which is in existence following the Operating Reserve Depletion
Date, SCPPA shall provide by the fifth Day of the Month following such
Operating Reserve Depletion Date, a separate Step-Up Invoice to each non-
Defaulting SCPPA Participant that includes a charge equal to the non-
Defaulting SCPPA Participant’s pro rata share, based on the Participant
Facility Products Cost Shares of all non-Defaulting SCPPA Participants, of the
amount of Monthly Costs reflected in the unpaid Billing Statements for the
previous Month for such Defaulting Purchaser). Notwithstanding the
foregoing, the amount of each monthly Step-Up Invoice provided to a non-
Defaulting SCPPA Participant shall not exceed 100% of the aggregate amount
of Monthly Costs that such non-Defaulting SCPPA Participant was billed in its
Billing Statement for the Month preceding such monthly Step-Up Invoice.
11.8.2 Step-Up Invoices shall be due and payable within twenty (20) Days after the
receipt thereof by the non-Defaulting SCPPA Participant, and payments to
SCPPA with respect to Step-Up Invoices shall be separate from any other
payments due under each SCPPA Participant’s Power Sales Agreement,
including but not limited to monthly Billing Statement payments.
11.9 Application of Moneys Received from Step-Up Invoices Relating to the Project.
Moneys received by or on behalf of SCPPA from the payment of Step-Up Invoices
relating to a Payment Default of a SCPPA Participant shall be applied in the following
manner.
11.9.1 All moneys received from the SCPPA Participants with respect to the amount
of Monthly Costs as set forth in the Step-Up Invoices, shall be applied toward
the Defaulting SCPPA Participant’s Monthly Costs.
11.9.2 In the event a SCPPA Participant pays less than the total amount of its Step-
Up Invoice, such SCPPA Participant shall be a Defaulting SCPPA Participant
and its partial payment shall be allocated first toward the Monthly Costs of the
Defaulting SCPPA Participant.
11.10 Application of Moneys Received from Default Invoices. Moneys received by or on
behalf of SCPPA from the payment of Default Invoices shall be credited on each non-
Defaulting SCPPA Participant’s next monthly Billing Statement or Billing Statements
in an amount equal to the aggregate amount such non-Defaulting SCPPA Participant
paid as a result of Step-Up Invoices with respect to such Default Invoice, plus a pro-
rata share, based upon the Participant Facility Products Cost Shares of the non -
Defaulting SCPPA Participants, of the amount SCPPA received regarding late payment
interest charges. In the event a Defaulting SCPPA Participant pays less than the full
amount of its Default Invoice, the credit to each non-Defaulting SCPPA Participant
22
shall be adjusted in proportion to such non -Defaulting SCPPA Participant’s Facility
Products Cost Shares.
11.11 Application of Moneys Received from Compliance Payments. Moneys received by or
on behalf of SCPPA from a Defaulting SCPPA Participant that makes payments to
remain in Compliance with respect to a Payment Default, associated with a Defaulting
SCPPA Participant’s payments to remain in Compliance, shall be credited on each non-
Defaulting SCPPA Participant’s next monthly Billing Statement(s) in an amount equal
to the aggregate amount such non-Defaulting SCPPA Participant paid as a result of
Step-Up Invoices with respect to such Compliance payment, p lus a pro rata share,
based upon the Participant Facility Products Cost Shares of the non -Defaulting SCPPA
Participants, of the amount SCPPA received regarding late payment interest charges.
11.12 Application of Moneys Received from Sale of Facility Products. Moneys received by
or on behalf of SCPPA from the sale of Facility Products related to a Defaulting SCPPA
Participant’s Project Rights and Obligations, as provided in Section 11.5.3 hereof, shall
be applied in the following manner in order:
11.12.1 SCPPA shall credit on each non-Defaulting SCPPA Participant’s next monthly
Billing Statement(s) an amount up to, but not in excess of, the aggregate
amount paid to SCPPA by such non-Defaulting SCPPA Participant with
respect to each such non-Defaulting SCPPA Participant’s Step-Up Invoices.
11.12.2 Following consultation with the non-Defaulting SCPPA Participants, SCPPA
shall determine the disposition of any moneys received that are in excess of the
aggregate amount of related Step-Up Invoices paid by non-Defaulting SCPPA
Participants. Unless the Coordinating Committee determines otherwise, or
except as otherwise required by law, the Defaulting SCPPA Participant shall
have no claim or right to any such monies.
11.13 Vernon shall be responsible for Purchaser’s Participant Facility Products Share of all
claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or
consequential), penalties, actions, loss of profits, judgments, orders, suits, costs,
expenses (including attorneys’ fees and expenses) or disbursements of any kind or
nature whatsoever in law, equity or otherwise incurred or owed by SCPPA under the
Power Purchase Agreement, including any Termination Payment incurred or owed by
SCPPA to Power Purchase Provider thereunder.
12. CHARACTER, CONTINUITY OF SERVICE.
12.1 Outages, Interruptions and Curtailment of Energy Deliveries. The Power Purchase
Provider, or other counterparty, may under certain conditions set forth in the applicable
provisions of a Project Agreement or other applicable operating agreement, interrupt
or curtail deliveries of Facility Products to SCPPA which SCPPA was to deliver to
Vernon. Should such an interruption or curtailment occur Vernon shall be credited
with such revenues as are credited or paid to SCPPA on Vernon’s behalf in accorda nce
with Vernon’s Participant Facility Products Share and shall be obligated to pay any
costs incurred by SCPPA in accordance with Vernon’s Participant Facility Products
Cost Share which are payable by SCPPA pursuant to the Power Purchase Agreement
23
or any other applicable Project Agreement. SCPPA or the Project Manager (if other
than SCPPA) or SCPPA’s agent will use its best efforts to apprise Vernon of potential
outages, interruptions or curtailments, the reason therefor and the probable duration
thereof, when such outages, interruptions or curtailments can be deemed likely to
occur.
12.2 Uncontrollable Forces. SCPPA shall not be required to provide, and SCPPA shall not
be liable for failure to provide, Facility Products or other service under this Agreement
when such failure or the cessation or curtailment of or interference with the service is
caused by Uncontrollable Forces or by the inability of the Power Purchase Provider or
other applicable counterparty to obtain any required governmental permits, licenses or
approvals to enable the Power Purchase Provider to acquire, administer or operate the
Project; provided, however, that Vernon shall not thereby be relieved of its obligations
to make payments under this Agreement except to the extent SCPPA is so rel ieved
pursuant to the Project Agreements.
13. [RESERVED]
14. LIABILITY.
14.1 Participants’ Obligations Several. Except as otherwise provided in Section 11 of this
Agreement, Vernon and each of the other SCPPA Participants shall be solely
responsible and liable for performance under its respective Power Sales Agreement.
The obligation of Vernon to make payments under this Agreement is a several
obligation and not a joint obligation with those of the other SCPPA Participants under
the other Power Sales Agreements to which such SCPPA Participants are parties.
14.2 No Liability of SCPPA, Directors, Officers, Etc. Each Party agrees that neither Party
nor any of its past, present, future directors, officers, employees, board members,
agents, attorneys or advisors and shall be liable to the other Party for loss of profits or
direct or consequential loss or damage suffered by a Released Party as a result of the
performance or non-performance (excluding gross negligence or willful misconduct
which, unless otherwise agreed to by the Parties, are both to be determined and
established by a court of competent jurisdiction in a final, non-appealable order) of a
Releasing Party or any of its directors, officers, employees or agents under this
Agreement. To the fullest extent permitted by law, Vernon releases SCPPA and its
directors, officers, employees and agents from any claim or liability (whether negligent
or otherwise) as a result of any actions or inactions of SCPPA under this Agreement.
No such performance or non-performance by SCPPA shall relieve Vernon from its
obligations under this Agreement, including its obligation to make payments required
under this Agreement, and such undisputed payments shall not be subject to any
reduction, whether by offset, counterclaim or otherwise. The provisions of this Section
14.2 shall not be construed so as to relieve SCPPA from any obligation under this
Agreement.
14.3 Extent of Exculpation; Enforcement of Rights. The exculpation provision set forth in
Section 14.2 hereof shall apply to all types of claims or actions including, but not
limited to, claims or actions based on contract or tort. Notwithstanding the foregoing,
either Party may protect and enforce its rights under this Agreement by a suit or suits
24
in equity for specific performance of any obligations or duty of the other Party, and
each Party shall at all times retain the right to recover, by appropriate legal proceedings,
any amount determined to have been an overpayment, underpayment or other monetary
damages owed by the other Party in accordance with the terms of this Agreement.
14.4 Indemnification for Claims of Retail Customers. Vernon shall assume all liability for
any claim, action or judgment, whether or not caused by negligence, arising out of or
in connection with electric service to any of its retail customers caused by the operation
or failure of operation of the Facility or any portion thereof, and shall indemnify and
hold harmless SCPPA from any such claim, action or judgment (including reasonable
attorneys’ fees and other costs of defense).
14.5 Determination or Enforcement of Rights. Notwithstanding the provisions of Sections
14.2, 14.3 and 14.4 hereof, Vernon or SCPPA may determine, protect and enforce its
rights under this Agreement by a suit or suits in equity for specific performance of, or
declaratory action with respect to, any obligation or duty hereunder or thereunder.
14.6 No Relief From Insurer’s Obligations. Notwithstanding any provision in this
Agreement to the contrary, including but not limited to the provisions in this Section
14, the provisions of this Section 14 shall not be construed or applied so as to relieve
any insurer of its obligation to pay any insurance claims in accordance with any
applicable insurance policy.
14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No General
Liability of SCPPA. It is hereby recognized and agreed that no member of SCPPA’s
Board of Directors, officer, employee or agent of SCPPA or member of SCPPA in its
capacity as a member of SCPPA shall be individually liable in respect of any
undertakings by SCPPA under this Agreement. The undertakings by SCPPA under the
Power Sales Agreements shall never constitute a debt or indebtedness of SCPPA within
the meaning of any provision or limitation of the Constitution or statutes of the State
of California and shall not constitute or give rise to a charge against its general credit.
15. RESTRICTIONS ON DISPOSITION.
15.1 Assignment. It is understood and agreed each SCPPA Participant (including Vernon)
may sell, assign or otherwise dispose of some or all of its Project Rights and
Obligations to other SCPPA Participants or SCPPA members under the same terms
and conditions as set forth in this Agreement, provided that each such other
participating SCPPA member agrees in writing to be bound by the provisions of the
Power Sales Agreement of the SCPPA Participant making such sale, assignment or
other disposition. In the event of such a sale, assignment or other disposition, SCPPA
shall revise Appendix B to reflect the new Participant Facility Products Share
allocation and such revision to Appendix B shall not be considered an amendment to
any Power Sales Agreement.
15.2 Restrictions on Elimination of Payment Obligations. No sale, assignment or other
disposition of Vernon’s Project Rights and Obligations to any Person (“Assignee”)
shall release Vernon from its payment obligations under this Agreement; provided,
however, such payment obligations may be eliminated or reduced if the sale,
25
assignment or other disposition is made pursuant to Section 15.1 of this Agreement,
or if (i) such Assignee shall assume and agree in writing to fully perform and discharge
the Project Rights and Obligations under its Power Sales Agreement, (ii) such
Assignee shall have a corporate or long-term senior unsecured credit rating of ”A-” or
higher by S&P or “A3” or higher by Moody’s, unless otherwise provided by the Board
of Directors, and (iii) the Board of Directors, by resolution, determines to eliminate or
reduce such payment obligations, which determination shall not be unreasonably
withheld.
15.3 Restrictions on Disposition of Vernon’s Entire System. Vernon shall not sell, lease or
otherwise dispose of all or substantially all of its electric system to any Person
(“Acquiring Entity”) unless the Acquiring Entity shall assume and agree to fully
perform and discharge the Project Rights and Obligations under this Agreement, and
such Acquiring Entity shall have a corporate or long-term senior unsecured credit
rating not less than investment grade.
15.4 Successors and Assigns. Subject in all respects to Sections 11 and 15 hereof, the
Project Rights and Obligations under this Agreement shall inure to the benefit of and
shall be binding upon the respective successors and assigns of the Parties to this
Agreement.
16. EFFECTIVE DATE, TERM AND EXPIRATION.
16.1 Effective Date; Execution in Counterparts. This Agreement shall become effective on
the first Day when each and all of the following shall have occurred: (i) this Agreement
shall have been duly executed and delivered by SCPPA and Vernon, (ii) the Power
Purchase Agreement shall have been duly executed and delivered by SCPPA and the
Power Purchase Provider and (iii) the Power Sales Agre ement between SCPPA and
any other SCPPA Participant shall have been duly executed and delivered by the parties
thereto. Once the Power Purchase Agreement has been executed and delivered as set
forth above, SCPPA shall deliver a copy of the same to Vernon. This Agreement may
be executed in any number of counterparts, each of which shall constitute an original.
16.2 Termination Conditions. This Agreement shall be effective upon satisfaction of the
conditions set forth in Section 16.1 and shall extend for the term specified in
Section 16.3 unless earlier terminated pursuant to an express provision of this
Agreement; provided, however, that any obligation to make payments by Vernon or
SCPPA or any outstanding liability of Vernon or SCPPA hereunder which either exists
or may exist as of the date of termination of this Agreement, or which comes into
existence at any future time as a result of any activity or transaction implemented under
this Agreement, shall survive such termination.
16.3 Expiration. The term of this Agreement shall begin on the Day this Agreement
becomes effective pursuant to Section 16.1 hereof. Unless terminated earlier pursuant
to Section 16.4, the term of this Agreement shall expire on the date on which the Power
Purchase Agreement is terminated and all obligation(s) of the parties under the Power
Purchase Agreement have been fully satisfied or otherwise adequate provision for
satisfaction of such obligation(s) have been made and no other such obligation(s) under
the Power Purchase Agreement is outstanding; provided, however, that in no event
26
shall the term of this Agreement expire so long as the Power Purchase Agreement is of
any force or effect.
16.4 Termination of Agreement before Expiration Date. Notwithstanding the expiration
date set forth in Section 16.3 hereof, this Agreement shall terminate on the date, if any,
by which SCPPA notifies Vernon that this Agreement is superseded as a result of
Vernon having (i) succeeded to SCPPA’s rights through another agreement or
agreements, or (ii) entered into a replacement power sales agreement or other
agreement with SCPPA. The purchase price and consideration to be paid to SCPPA
by Vernon with respect to any such superseding arrangement shall consist of the
payments and satisfaction of all obligations by Vernon under and pursuant to this
Agreement prior to the effective date of the superseding arrangement plus any
remaining costs or obligations incurred by SCPPA in connection with the Project.
16.5 Final Distribution of Reserve Fund. Following the expiration or earlier termination of
this Agreement, and upon payment and satisfaction of any and all liabilities and
obligations to make payments of the SCPPA Participating Members under this
Agreement and upon satisfaction of all remaining costs and obligations of SCPPA
under this Agreement and in connection with the Facility, any amounts then remaining
in the Reserve Fund shall be paid to the SCPPA Participating Member pro rata in
accordance with their respective Participant Facility Products Share.
17. SEVERABILITY. In case any one or more of the provisions of this Agreement shall for any
reason be held to be illegal or invalid by a court of competent jurisdiction, it is the intention of
each of the Parties hereto that such illegality or invalidity sha ll not affect any other provision
hereof, but this Agreement shall be construed and enforced as if such illegal or invalid
provision had not been contained herein unless a court holds that the provisions are not
separable from all other provisions of this Agreement.
18. REPRESENTATION AND GOVERNING LAW. The Parties acknowledge that each Party
was represented by counsel in the negotiation and execution of this Agreement. This
Agreement was made and entered into in the County of Los Angeles, California, and sh all be
governed by, interpreted and enforced in accordance with the laws of the State of California.
All litigation arising out of, or relating to this Agreement, shall be brought in a State or Federal
court in the County of Los Angeles, State of California. The Parties irrevocably agree to submit
to the exclusive jurisdiction of such courts in the State of California and waive any defense of
forum non conveniens.
19. ARBITRATION AND ATTORNEYS’ FEES. If a dispute arises between the Parties which
the Coordinating Committee or the Board of Directors is unable to resolve, the Parties may by
mutual agreement submit the dispute to mediation or non-binding arbitration. With respect to
any such dispute the Parties agree that each Party shall bear its own attorneys ’ fees and costs.
Notwithstanding the foregoing, Vernon and SCPPA recognize and agree that SCPPA’s
attorneys’ fees associated with any matter relating to the Project or this Agreement, including
any dispute relating thereto, shall constitute a Project cost which shall be allocated and billed
as set forth in Sections 4 and 7 of this Agreement.
20. CONDITIONS TO TERMINATION OR AMENDMENT. Neither Party may
terminate this Agreement without the prior written consent of each other SCPPA
27
Participants. None of the Power Sales Agreements may be amended as to any one or more
of the SCPPA Participants so as to provide terms and conditions materially different from
those contained therein, unless the SCPPA Participant seeking the amendment obtains a
written consent or waiver of each other SCPPA Participant.
21. ADJUSTMENT TO APPENDIX B IF SCPPA PARTICIPANT DOES NOT OBTAIN
APPROVALS. SCPPA shall provide notice to Vernon if the other SCPPA Participant does
not obtain all requisite board and city council approv als to enter into its Power Sales
Agreement. Upon receipt of such notice, each of the Participant Facility Products Share and
Participant Facility Products Cost Share shall be increased to 100% in accordance with Section
10.2 of this Agreement.
22. NOTICES. Any notice, demand or request provided for in this Agreement shall be in writing
and shall be deemed properly served, given or made if delivered in person or sent by registered
or certified mail, postage prepaid, to the persons specified below:
Southern California Public Power Authority
Attention: Executive Director
1160 Nicole Court
Glendora, California 91740
City of Vernon
Attention: Abraham Alemu, General Manager of Vernon Public Utilities
4305 Santa Fe Avenue
Vernon, California 90058
23. AMENDMENTS. The Parties acknowledge and agree that any amendment to this Agreement
shall be in writing and duly executed by the Parties.
[SIGNATURE PAGE FOLLOWS]
28
Each Party hereto has duly caused this Agreement to be executed on its behalf by its duly authorized
representative.
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By: __________________________________
Michael S. Webster
Executive Director
Approved as to Legal Form and Content:
__________________________________
Mary Beth Martin
General Counsel
CITY OF VERNON
By: _____________________________________
Carlos Fandino
City Administrator
Attest: ___________________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
_________________________________________
Zaynah N. Moussa, Interim City Attorney
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APPENDIX A
DEFINITIONS
The following terms, whether in the singular or the plural, and initially capitalized, shall have the
meanings specified below:
1. Act. All of the provisions contained in the California Joint Exercise of Powers Act found in
Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, beginning
at California Government Code Section 6500 et seq., as amended from time to time.
2. [Reserved].
3. Annual Budget. The budget adopted by SCPPA pursuant to Section 5.4.1 of this Agreement
not less than thirty (30) Days nor more than sixty (60) Days prior to the beginning of each
Power Supply Year, including any amendments thereto, which s hall show a detailed estimate
of the Total Power Costs under this Agreement and all credits, charges, revenues, income, or
other funds to be applied to such costs, for and applicable to such Power Supply Year.
4. [Reserved].
5. Billing Statement. The written statement prepared or caused to be prepared each Month by, or
on behalf of, SCPPA which shall be based upon certain of the information in the Annual Budget
and shall show for such Month the amount to be paid to SCPPA by Vernon in accordance with
the provisions of Section 7 of this Agreement.
6. Board of Directors. The Board of Directors of the Southern California Public Power Authority.
7. Commercial Operation. “Commercial Operation” shall have the definition set forth in the
Power Purchase Agreement.
8. Compliance. Following a Payment Default, the Defaulting Purchaser shall be in compliance
with its payment obligations under this Agreement if it (i) no later than the last Day of the Cure
Period fully pays all amounts owed as reflected in any Default Invoice; (ii) pays any monthly
Billing Statement which comes due during the Cure Period; and (iii) replenishes any reduction
made to the Reserve Funds as a result of any Payment Default.
9. Consent Agreements. All consents to assignments and all agreements relating thereto entered
into with any lender, financial institution or other Person for the purpose of consenting to the
assignment of the rights or securing the obligations of the Power Purchase Provider under the
Power Purchase Agreement, and all consents or agreements relating to a Change in Control (as
defined in the Power Purchase Agreement) under the Power Purchase Agreement.
10. Cure Period. That period of time beginning on the date of a Payment Default and concluding
thirty (30) Days thereafter.
11. Cured Payment Default. A Payment Default which has been cured in accordance with Section
11.3 of this Agreement. If at any time during the Cure Period the Defaulting Purchaser is in
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Compliance, then the requirements of a Cured Payment Default shall be deemed to have been
satisfied as of the date of receipt of such payments by SCPPA and the Cure Period shall expire.
12. Daily Delay Damages. Daily Delay Damages shall have the definition set forth in the Power
Purchase Agreement.
13. Day. “Day” means calendar Day unless otherwise specified herein.
14. Default Invoice. An invoice during the Payment Default Period and the Cure Period issued to
the Defaulting Purchaser pursuant to Section 11 of this Agreement that identifies the total
defaulted amount owed, including late payment interest, to achieve a Cured Payment Default.
During the Cure Period, the Default Invoice shall also include the amount that must be paid to
achieve Compliance.
15. Defaulting Purchaser. “Defaulting Purchaser” means Vernon, where Vernon has caused a
Payment Default under Section 11.1 of this Agreement that has not been remedied or cured.
16. Defaulting SCPPA Participant. A SCPPA Participant (not including Vernon) that causes a
Payment Default under its Power Sales Agreement that has not been remedied or cured by the
Defaulting SCPPA Participant.
17. Delivery Output Cost Component. “Delivery Output Cost Component” is defined in Section
4.3.1.
18. [Reserved].
19. Energy. “Energy” shall have the same definition as in the Power Purchase Agreement.
20. Environmental Attributes. “Environmental Attributes” shall have the definition set forth in the
Power Purchase Agreement.
21. Facility. “Facility” shall have the same definition as the Power Purchase Agreement.
22. Facility Products. All output, rights, and other tangible or intangible benefits derived from the
Facility, whatsoever, including without limitation all Energy, Environmental Attributes,
Capacity Rights, Resource Adequacy Attributes, rights with respect to t he battery energy
storage system, whether received by SCPPA under or pursuant to the Power Purchase
Agreement or other applicable Project Agreement.
23. Fiscal Year. The twelve-month period commencing at 12:01 a.m. on July 1 of each year and
ending at 12:01 a.m. on the following July 1, or such other time frame as determined by the
Board of Directors.
24. Force Majeure. “Force Majeure” shall have the definition set forth in the Power Purchase
Agreement.
25. Guaranteed Delivered Energy. “Guaranteed Delivered Energy” shall have the meaning
provided in the Power Purchase Agreement.
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26. Initial Payment Default Date. The earlier of (i) the end of the fifth Day following the first
Payment Default for which no remedy in payment has occurred and been received by SCPPA,
or (ii) the last Day of the Month in which the first Payment Default has occurred for which no
remedy in payment has occurred and been received by SCPPA.
27. Joint Powers Agreement. The “Southern California Public Power Authority Joint Powers
Agreement” dated as of November 1, 1980, as amended and modified from time to time,
entered into pursuant to the provisions of the Act, among SCPPA and its members.
28. Month. A calendar month.
29. Monthly Costs. “Monthly Costs” is defined in Section 4.5.
30. Moody’s. “Moody’s” shall mean Moody’s Investor Services, Inc.
31. Operating Budget. The operating budget approved by the Board of Directors which shall show
a detailed estimate of Total Power Costs for a Power Supply Year and all revenues, income or
other funds to be applied to Total Power Costs for and applicable to such Power Supply Year.
32. Operating Reserve Depletion Date. The date that is two Months prior to the date on which
SCPPA anticipates, assuming continued Payment Defaults by the Defaulting Purchaser, that
the moneys in the operating reserve account held at any time by SCPPA will be fully depleted;
provided, however, if as of the date on which a Payment Default occurs SCPPA determines
that the moneys in the operating reserve account held by SCPPA will be fully depleted in le ss
than two Months (or currently are fully depleted), then the Operating Reserve Depletion Date
shall be deemed to have occurred when such a Payment Default occurs.
33. Participant Facility Products Cost Share. With respect to a particular SCPPA Participant and
during each Power Supply Year, the applicable percentage of SCPPA costs under this
Agreement payable by such SCPPA Participant, as set forth for such SCPPA Participant in
Appendix B of this Agreement.
34. Participant Facility Products Share. With respect to a particular SCPPA Participant and during
each Power Supply Year, the applicable percentage entitlement of the Facility Products under
this Agreement, as set forth for such SCPPA Participant in Appendix B of this Agreement.
35. Payment Default. A failure by Vernon to pay when due all of its Billing Statement for any
Month.
36. Payment Default Period. That period of time beginning on the initial date of a Payment Default
and ending thirty (30) Days following a notice of default as provided in accordance with
Section 11.2 hereof.
37. Person. “Person” means any individual, corporation, partnership, joint venture, limited
liability company, association, joint stock company, trust, unincorporated organization, entity,
government or other political subdivision.
38. Point of Delivery. Point of Delivery shall have the definition set forth in the Power Purchase
Agreement.
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39. Power Purchase Agreement. The Power Purchase Agreement between Southern California
Public Power Authority and Daggett Solar Power 2, LLC, dated as of January 20, 2022,
attached hereto as Appendix C, as the same may be amended from time to time, and all other
agreements associated with the Facility. The Power Purchase Agreement shall also include
any instrument or form of security which affords any opportunity for the purchase of the
Facility or acquisition, whether through foreclosure or otherwise, including any mortgage,
lease, assignment, beneficial interest, collateral instrument or other device or mechanism
providing for the ability to acquire the Facility.
40. [Reserved].
41. Power Purchase Agreement Cost Component. “Power Purchase Cost Component” is defined
in Section 4.3.5.
42. Power Purchase Agreement General and Administrative Cost Component . “Power Purchase
Agreement General and Administrative Cost Component” is defined in Section 4.3.2.
43. Power Purchase Provider. Daggett Solar Power 2, LLC, and any other entity named under any
applicable operating agreement to operate or otherwise run or manage the Facility, along with
each of their successors, or any successors or assigns to the rights of these entities.
44. Power Sales Agreements. This Agreement and that certain Power Sales Agreement, dated for
convenience as of [DATE], by and between SCPPA and City of Cerritos, as the same may be
hereafter be amended from time to time.
45. Power Supply Year. The Fiscal Year, except that the first Power Supply Year shall begin on
the first to occur of (i) the date SCPPA is obligated to pay any portion of the costs of the Project,
(ii) the Commercial Operation Date of the Facility, or (iii) the date of the first delivery of
Energy to Vernon pursuant to this Agreement. The first Power Supply Year shall end on the
last Day of the then current Fiscal Year.
46. Project. The term “Project” means the Daggett Solar Power 2 Project and shall be broadly
construed to entail the aggregate of rights, liabilities, interests and obligations of SCPPA
pursuant to the Power Purchase Agreement and the other Project Agreements, including but
not limited to all associated rights, liabilities, inte rests and obligations; provided, that for
purposes of this Agreement it shall be limited to those rights, liabilities, interests and
obligations acquired or undertaken by SCPPA in the Power Purchase Agreement and the
Project Agreements associated with that agreement. The term Project shall also include those
rights, liabilities, interests or obligations necessary or appropriate to carry out the functions
specified in Section 6 and to utilize or deliver the Energy of the Facility as specified in
Section 9.
47. Project Agreements. Insofar as they pertain to this Project, any project management agreement,
the Power Sales Agreements, the Power Purchase Agreement, or any other contracts for the
purchase, procurement, delivery or transmission of Facility Products, or any other agreements
for scheduling, dispatching, exchanging, tagging, movement or transmission of Facility
Products, or agreements to which SCPPA is a party relating to the administration or
management of the Project.
A- 5 -
48. Project Manager. SCPPA in its capacity as Project Manager or a designee or designees
appointed by SCPPA to carry out SCPPA’s responsibilities as Project Manager under this
Agreement.
49. Project Rights. All rights and privileges of Vernon under this Agreement, including but not
limited to its right to receive its Participant Facility Products Share under this Agreement.
50. Project Rights and Obligations. Vernon’s Project Rights and obligations under the terms of
this Agreement.
51. Reserve Fund Cost Component. “Reserve Fund Cost Component” is defined in Section 4.3.4.
52. Reserve Funds. Those reserve accounts deemed appropriate to afford a reliable source of funds
for the payment obligations of the Project and, taking into account the variability of costs
associated with the Project, for the purpose of providing a reliable payment mechanism to
address the ongoing costs associated with the Project.
53. S&P. “S&P” shall mean Standard & Poor’s Financial Services LLC.
54. SCPPA Member. Each of the following: Anaheim, CA; Azusa, CA; Banning, CA; Burbank,
CA; Cerritos, CA; Colton, CA; Glendale, CA; Imperial Irrigation District; Los Angeles, CA;
Pasadena, CA; Riverside, CA; and Vernon, CA.
55. SCPPA Participants. Those entities that have executed a power sales agreement for the Project,
together in each case with each entity’s successors or assigns, identified as “SCPPA
Participants” in Appendix B of this Agreement.
56. Shortfall Damages. “Shortfall Damages” shall mean " Shortfall Damages" as defined set forth
in the Power Purchase Agreement
57. [Reserved].
58. Step-Up Invoice. An invoice sent pursuant to Section 11.8.1 to a non-Defaulting SCPPA
Participant as a result of one or more Payment Defaults, which invoice shall separately identify
any amount owed with respect to the monthly Billing Statement of one or more Defaulting
SCPPA Participants for Total Power Costs reflected in the Defaulting SCPPA Participant(s)
unpaid monthly Billing Statement.
59. Supplementary Services. Those services in connection with the delivery of Energy involving
additional transmission, interconnection arrangements, energy management, firming, shaping,
energy balancing, dispatching, tagging, scheduling, transmitting, interconnecting, swapping,
exchanging or other services associated with the transmission, use or disposition of Facility
Products to be utilized by Vernon under this Agreement, and to otherwise provide for delivery
and facilitate the disposition, movement, taking, receiving, accounting for, transferring and
crediting the transfer of Facility Products from the Point of Delivery to any other points or
destinations, as determined by Vernon. Supplementary Services include but are not limited to
delivery point swaps, stranded energy/transmission curtailments, tiepoint liquidity
improvement, transmission loss savings, tiepoint price spread optimization, on -peak/off-peak
exchanges, peak shifting exchanges, seasonal exchanges, and both simultaneous or non -
simultaneous green energy exchanges.
A- 6 -
60. Supplementary Services Cost Component. “Supplementary Services Cost Component” is
defined in Section 4.3.3.
61. Total Power Costs. “Total Power Costs” has the meaning described in Section 4.3.
62. [Reserved].
63. Uncontrollable Forces. Any Force Majeure event and any cause beyond the control of any
Party, and which by the exercise of due diligence such Party is unable to prevent or overcome,
including but not limited to, failure or refusal of any other Person to comply with then existing
contracts, an act of God, fire, flood, explosion, earthquake, strike, sabotage, pestilence, an act
of the public enemy (including terrorism), civil or military authority including court orders,
injunctions and orders of governmental agencies with proper jurisdiction or the failure of such
agencies to act, insurrection or riot, an act of the elements, failure of equipment, a failure of
any governmental entity to issue a requested order, license or permit, inability of any Party or
any Person engaged in work on the Project to obtain or ship materials or equipment because of
the effect of similar causes on suppliers or carriers. Notwithstanding the foregoing,
Uncontrollable Forces as defined herein shall also include events of Force Majeure pursuant to
the Power Purchase Agreement, as defined therein.
64. WECC. The Western Electricity Coordinating Council or its successor.
B- 1 -
APPENDIX B*
DAGGET SOLAR POWER 2 PROJECT
POWER SALES AGREEMENT
SCHEDULE OF SCPPA PARTICIPANTS,
PARTICIPANT FACILITY PRODUCTS SHARES,
PARTICIPANT FACILITY PRODUCTS COST SHARES
SCPPA
PARTICIPANTS
PARTICIPANT FACILITY
PRODUCTS SHARES
PARTICIPANT FACILITY
PRODUCTS COST SHARES
PV
SHARE
BESS
SHARE
GENERAL
SHARE
PV
COST
BESS
COST
GENERAL
COST
City of Vernon 92.31% 90.91% 91.84% 92.31% 90.91% 91.84%
City of Cerritos 7.69% 9.09% 8.16% 7.69% 9.09% 8.16%
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
____________________________
* Appendix B may be revised in accordance with the provisions of Section s 21 and 10.2 of this Agreement.
C- 1 -
APPENDIX C
POWER PURCHASE AGREEMENT
17950673_v7
Execution Version __.__.22
POWER PURCHASE AGREEMENT
BETWEEN
DAGGETT SOLAR POWER 2 LLC
AND
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
Dated as of [_], 2022
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION ..........................................................1
Section 1.1 Definitions..............................................................................................1
Section 1.2 Interpretation ........................................................................................26
ARTICLE II EFFECTIVE DATE, TERM, AND EARLY TERMINATION .......................27
Section 2.1 Effective Date ......................................................................................27
Section 2.2 Term .....................................................................................................27
Section 2.3 Survivability .........................................................................................28
Section 2.4 Early Termination ................................................................................28
ARTICLE III DEVELOPMENT OF THE FACILITY ...........................................................28
Section 3.1 General .................................................................................................28
Section 3.2 Site Confirmation .................................................................................29
Section 3.3 Subcontracts .........................................................................................30
Section 3.4 Certification of Commercial Operation Dates .....................................30
Section 3.5 Milestone Schedule; Delay Damages ..................................................30
Section 3.6 Decommissioning and Other Costs ......................................................33
Section 3.7 CEC Certification.................................................................................33
ARTICLE IV OPERATION AND MAINTENANCE OF THE FACILITY .........................33
Section 4.1 General Operational Requirements ......................................................33
Section 4.2 Operation and Maintenance Plan .........................................................33
Section 4.3 Operation and Use of the BESS; Grid Charging. ................................34
Section 4.4 Outages ................................................................................................34
ARTICLE V COMPLIANCE DURING CONSTRUCTION AND OPERATIONS;
SECURITY ...................................................................................................................................36
Section 5.1 In General.............................................................................................36
Section 5.2 Buyers’ Rights to Monitor in General .................................................36
Section 5.3 Effect of Review by Buyer ..................................................................37
Section 5.4 Compliance with Standards. ................................................................37
Section 5.5 Quality Assurance Program .................................................................38
Section 5.6 Reporting and Information ...................................................................38
Section 5.7 Performance Security ...........................................................................38
ARTICLE VI PURCHASE AND SALE OF PRODUCT ........................................................40
Section 6.1 Deliveries; Purchases by Buyer ...........................................................40
Section 6.2 Third Party Sales ..................................................................................40
ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS;
COMPLIANCE ............................................................................................................................41
Section 7.1 Transmission and Interconnection .......................................................41
Section 7.2 Scheduling Coordinator; CAISO Cost Allocation ...............................41
Section 7.3 Forecasting and Scheduling of Energy ................................................41
Section 7.4 Curtailment ..........................................................................................44
TABLE OF CONTENTS
(continued)
Page
Section 7.5 [Reserved] ............................................................................................45
Section 7.6 Title; Risk of Loss ................................................................................45
Section 7.7 RPS and EPS Compliance ...................................................................45
Section 7.8 Change in CAISO Tariff ......................................................................46
Section 7.9 Change in Market Structure .................................................................47
ARTICLE VIII ENVIRONMENTAL ATTRIBUTES.............................................................47
Section 8.1 Transfer of Environmental Attributes ..................................................47
Section 8.2 Reporting of Ownership of Environmental Attributes.........................47
Section 8.3 Environmental Attributes .....................................................................47
Section 8.4 WREGIS ..............................................................................................48
Section 8.5 Further Assurances...............................................................................48
ARTICLE IX SHORTFALL ENERGY, AVAILABILITY, AND PERFORMANCE
GUARANTEE REQUIREMENTS ............................................................................................49
Section 9.1 Makeup of Shortfall .............................................................................49
Section 9.2 Replacement Product ...........................................................................49
Section 9.3 Shortfall Damages ................................................................................49
Section 9.4 Availability Requirement .....................................................................50
Section 9.5 [Reserved] ............................................................................................50
Section 9.6 Performance Guarantees, Remedies and Termination Rights .............50
ARTICLE X CAPACITY RIGHTS ...........................................................................................52
Section 10.1 Capacity Rights ....................................................................................52
Section 10.2 Covenant Regarding Capacity Rights ..................................................52
Section 10.3 Further Assurances...............................................................................52
ARTICLE XI BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS;
POLICIES ....................................................................................................................................52
Section 11.1 Billing and Payment .............................................................................52
Section 11.2 WREGIS Withholding .........................................................................53
Section 11.3 Calculation of Energy Delivered; Invoices and Payment ....................53
Section 11.4 Disputed Invoices.................................................................................55
Section 11.5 Right of Setoff......................................................................................55
Section 11.6 Records and Audits ..............................................................................55
Section 11.7 Electric Metering Devices....................................................................56
Section 11.8 Taxes ....................................................................................................57
ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS .....................58
Section 12.1 Representations and Warranties of Buyer ............................................58
Section 12.2 Representations and Warranties of Seller ............................................58
Section 12.3 Covenants of Seller Related to Site Control Documents .....................60
Section 12.4 [Reserved] ............................................................................................61
Section 12.5 Additional Covenants of Seller ............................................................61
TABLE OF CONTENTS
(continued)
Page
ARTICLE XIII DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE
DAMAGE .....................................................................................................................................62
Section 13.1 Default..................................................................................................62
Section 13.2 Default Remedy ...................................................................................63
Section 13.3 Cure Rights of Facility Lender ............................................................64
Section 13.4 Termination for Default .......................................................................64
ARTICLE XIV MISCELLANEOUS .........................................................................................66
Section 14.1 Authorized Representative ...................................................................66
Section 14.2 Notices .................................................................................................67
Section 14.3 Dispute Resolution ...............................................................................67
Section 14.4 Further Assurances; Change in Electric Market Design ......................67
Section 14.5 No Dedication of Facilities ..................................................................68
Section 14.6 Force Majeure ......................................................................................68
Section 14.7 Assignment of Agreement ...................................................................70
Section 14.8 Ambiguity ............................................................................................72
Section 14.9 Attorneys’ Fees & Costs ......................................................................72
Section 14.10 Voluntary Execution ............................................................................72
Section 14.11 Entire Agreement; Amendments..........................................................72
Section 14.12 Governing Law ....................................................................................72
Section 14.13 Venue ...................................................................................................72
Section 14.14 Execution in Counterparts....................................................................72
Section 14.15 Effect of Section Headings ..................................................................73
Section 14.16 Waiver; Available Remedies ...............................................................73
Section 14.17 Relationship of the Parties ...................................................................73
Section 14.18 Third Party Beneficiaries .....................................................................73
Section 14.19 Indemnification; Damage or Destruction; Insurance; Condemnation;
Limit of Liability..................................................................................73
Section 14.20 Severability ..........................................................................................75
Section 14.21 Confidentiality .....................................................................................75
Section 14.22 Mobile-Sierra .......................................................................................77
Section 14.23 Future Phases .......................................................................................78
Section 14.24 Taxpayer Identification Number (TIN) ...............................................78
Section 14.25 Service Contract ...................................................................................78
Section 14.26 Dodd-Frank Wall-Street Reform and Consumer Protection Act .........78
TABLE OF CONTENTS
(continued)
iv
Appendices
APPENDIX A-1 CONTRACT PRICE
APPENDIX B-1 FACILITY, PERMITS AND OPERATOR
APPENDIX B-2 MAP OF FACILITY
APPENDIX C ANNUAL CONTRACT QUANTITY
APPENDIX D FORM OF ATTESTATION
APPENDIX E FORM OF LETTER OF CREDIT
APPENDIX F INSURANCE
APPENDIX G QUALITY ASSURANCE PROGRAM
APPENDIX H [RESERVED]
APPENDIX I MILESTONE SCHEDULE
APPENDIX J AUTHORIZED REPRESENTATIVES; BUYER AND SELLER BILLING,
NOTIFICATION AND SCHEDULING CONTACT INFORMATION
APPENDIX K-1 BESS PERFORMANCE GUARANTEES; ANNUAL PV SYSTEM
AVAILABILITY GUARANTEE
APPENDIX K-2 REMEDY CALCULATIONS FOR FAILURE OF BESS PERFORMANCE
GUARANTEES AND ANNUAL PV SYSTEM AVAILABILITY
GUARANTEE
APPENDIX K-3 STORAGE CAPACITY TEST PROCEDURES
APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION
APPENDIX L-2 FORM OF COMMERCIAL OPERATION DATE CERTIFICATION
APPENDIX M SITE CONTROL DOCUMENTS
APPENDIX N SALE LEASEBACK REQUIREMENTS
APPENDIX O METERING DIAGRAM
TABLE OF CONTENTS
(continued)
v
APPENDIX P FORM OF CONSENT AND AGREEMENT
APPENDIX Q OPERATING RESTRICTIONS
APPENDIX R APPROVED VENDORS
APPENDIX S LEGAL OPINIONS
Schedules
SCHEDULE 12.2(h) UPSTREAM EQUITY OWNERS, SELLER’S ULTIMATE PARENT
AND ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF
SELLER AND UPSTREAM EQUITY OWNERS
- 1 -
POWER PURCHASE AGREEMENT
PARTIES
THIS POWER PURCHASE AGREEMENT (this “Agreement”), dated as of this [_] day
of [_], 2022, is being entered into by and between the SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY (“Buyer”), a public entity and joint powers authority formed and
organized pursuant to the California Joint Exercise of Powers Act (California Government Code
Section 6500, et seq.), and Daggett Solar Power 2 LLC, a limited liability company organized and
existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred
to individually in this Agreement as a “Party” and together as the “Parties.”
RECITALS
WHEREAS, Buyer’s members have adopted or are adopting policies that are designed to
increase the amount of energy that they provide to their retail customers from eligible renewable
energy resources and to comply with the California Renewable Energy Resources Act; and
WHEREAS, in 2019, Buyer issued a request for proposals (“RFP”) to acquire renewable
energy resources; and
WHEREAS, an affiliate of Seller, responded to Buyer’s RFP on behalf of, Seller, and,
following negotiation, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from
Seller, certain renewable energy, capacity rights and associated environmental attributes for the
purchase price set forth in Appendix A-1 hereto; and
WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which such
sales and purchases shall be made.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein, the mutual covenants and agreements herein set forth, and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. The following terms in this Agreement and the
appendices hereto shall have the following meanings when used with initial capitalized letters:
“AC” means alternating current.
“Acceptable Form of Performance Assurance” means, at the option of Seller, any of (a)
cash to be held in escrow by Buyer, (b) cash held in an escrow account and subject to an escrow
agreement in form and substance satisfactory to Buyer in its sole discretion (an “Escrow
Account”), or (c) a separate letter of credit substantially in the form of Appendix E from a
Qualified Issuer.
- 2 -
“Adjusted BESS Capacity Price” has the meaning set forth in Section 9.6(b).
“ADS” has the meaning set forth in Section 9.6(a).
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by or is under common control with such Person or is a director or officer
of such Person or of an Affiliate of such Person. As used in this Agreement, “control” shall mean
the possession, directly or indirectly, of the power to direct or cause the direction of management,
policies or activities of a Person, whether through ownership of voting securities, by contract or
otherwise.
“Agreement” has the meaning set forth in the preamble of this Agreement, and includes
the Appendices and Schedules attached hereto.
“Agreement Term” has the meaning set forth in Section 2.2(a).
“Ancillary Documents” means all instruments, agreements, certificates and documents
executed, delivered, or required to be executed or delivered by or on behalf of Buyer or Seller or
any Affiliate of Seller pursuant to this Agreement.
“Ancillary Services” has the meaning set forth in the CAISO Tariff.
“Annual Contract Quantity” means, for the applicable Contract Year, the number of
MWh set forth on Appendix C, which is the quantity of expected PV Delivered Energy for each
Contract Year.
“Annual Cycle Limit” has the meaning set forth on Appendix Q.
“Annual PV System Availability” has the meaning set forth on Appendix K-1.
“Annual PV System Availability Adjustment Factor” has the meaning set forth on
Appendix K-2.
“Annual PV System Availability Guarantee” has the meaning set forth in Section 9.6(a).
“Annual PV System Availability Requirement” has the meaning set forth on Appendix
K-1.
“Anti-Corruption Laws” means any anticorruption or antibribery law applicable to any
Party, including those laws that prohibit the promise, offer, authorization, receipt, or provision of
anything of value to any person, including employees, officials, or agents of any Governmental
Authority or government-owned or controlled entity; employees, members, or officials of a
political party or public international organization; or, anyone else that may be considered a
government official under applicable law, for an illegal, improper, or corrupt purpose, such as to
influence the official act (or lack of action) of the recipient of things of value in order to gain an
advantage, obtain or retain business, or direct business to any person.
- 3 -
“Anti-Terrorism Laws” means any laws relating to terrorism or money laundering,
including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act,
the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.
“Approved Vendor” means any vendor listed on Appendix R or otherwise reasonably
approved by Buyer.
“ASME” means American Society of Mechanical Engineers.
“Assumed Daily Deliveries” has the meaning set forth in Section 13.4(c).
“ASTM” means American Society for Testing and Materials.
“Authorized Auditors” means representatives of Buyer or Buyer’s Authorized
Representative who are authorized to conduct audits on behalf such Buyer.
“Authorized Representative” means, with respect to each Party, the Person designated as
such Party’s authorized representative pursuant to Section 14.1.
“Availability Standards” means the program set forth in Section 40.9 of the CAISO
Tariff, as it may be amended, supplemented or replaced (in whole or in part) from time to time,
setting forth certain standards regarding the desired level of availability for Resource Adequacy
(as defined in the CAISO Tariff) resources and possible charges and incentive payments for
performance thereunder.
“Available Hours” has the meaning set forth on Appendix K-1.
“Bankruptcy” means any case, action or proceeding under any bankruptcy,
reorganization, debt arrangement, insolvency or receivership law or any dissolution or liquidation
proceeding commenced by or against a Person and, if such case, action or proceeding is not
commenced by such Person, such case, action or proceeding shall be consented to or acquiesced
in by such Person or shall result in an order for relief or shall remain undismissed for ninety (90)
days.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as
now and hereafter in effect.
“BESS” means the thirty-three (33) MW four-hour lithium-ion battery energy storage
system included in the Facility, consisting of battery storage modules and racks, power conversion
and transformation equipment, battery management systems, equipment for communication,
thermal regulation, environmental conditioning and safety, control systems and related software,
enclosures, and such other incidental or ancillary equipment or components as may be necessary
or appropriate, in each case, charged solely by energy produced by the PV System.
“BESS Capacity Payment” means commencing on the first full month after the
Commercial Operation Date and each full month during the Delivery Term thereafter, the product
of the BESS Capacity Price or Adjusted BESS Capacity Price, as applicable, multiplied by the
BESS Contract Capacity (measured in kW).
- 4 -
“BESS Capacity Price” means Six Dollars and Eighty Cents ($6.80) per kW-month.
“BESS Communication Protocol” has the meaning set forth in Section 7.3(e).
“BESS Contract Capacity” means thirty-three (33) MW net nameplate capacity.
“BESS Energy Meter” means the CAISO-approved and CAISO-polled Electric Metering
Device at the BESS dedicated solely to the BESS, depicted on Appendix O.
“BESS Excused Conditions” means (a) any Excused Condition and (b) any period during
which Seller is unable to generate or deliver energy to the Point of Delivery to the extent caused
by (i) the Operating Restrictions in Appendix Q or (ii) a Storage Capacity Test (as described in
Appendix K-1 and Appendix K-3).
“BESS Instructions” means the instructions, and any subsequent updates, in either case
directed by Buyer or the CAISO via the BMS or another method of communication, to charge or
discharge the BESS, in each case in a manner consistent with the BESS Communication Protocol
and the terms and conditions of this Agreement.
“BESS Metered Input” means all Energy delivered to the BESS, as measured in MWh by
the BESS Energy Meter in compliance with CAISO metering rules.
“BESS Metered Output” means all Energy delivered to the Point of Delivery from the
BESS (net of all auxiliary loads, station electrical uses and electrical losses from the BESS to the
Point of Delivery), as measured in MWh by the BESS Energy Meter in compliance with CAISO
metering rules.
“BESS Performance Guarantees” means, collectively, the Dischargeable Energy
Performance Guarantee, the Round Trip Efficiency Performance Guarantee and the Monthly
BESS Availability Guarantee.
“BMS” means the battery control and management system for the BESS.
“Brown Act” has the meaning set forth in Section 14.21(e).
“Business Day” means any day that is not a Saturday, a Sunday, or a day on which
commercial banks are authorized or required to be closed in Los Angeles, California or New York,
New York.
“Buyer” has the meaning set forth in the preamble of this Agreement.
“CAISO” means the California Independent System Operator.
“CAISO Tariff” means the CAISO FERC Electric Tariff, Fifth Replacement Volume,
including the rules, protocols, procedures and standards attached thereto and any replacement
thereof or successor thereto in effect.
“Cal-OSHA” means the California Occupational Safety & Health Administration.
- 5 -
“CAMD” means the Clean Air Markets Division of the EPA and any other state, regional
or federal or intergovernmental entity or Person that is given authorization or jurisdiction or both
over a program involving the registration, validation, certification or transferability of
Environmental Attributes.
“Capacity Rights” means the rights, whether in existence as of the Effective Date or
arising thereafter during the Agreement Term, to capacity, Resource Adequacy Attributes, Local
Capacity Requirement Attributes, associated attributes or reserves, or any of the foregoing as may
in the future be defined by the CAISO, or any other balancing authority, reliability entity or
Governmental Authority associated with the electric generating capability of the Facility,
including the right to resell such rights.
“CEC” means California’s State Energy Resources Conservation and Development
Commission, also known as the California Energy Commission.
“CEC Certified” means that the CEC has certified (or, with respect to periods before the
date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC
has pre-certified) that the PV System is an eligible renewable energy resource in accordance with
RPS Law.
“CEC Compliant” means, when used with respect to the PV System or any other facility
at any time, that the PV System or such other facility is CEC Certified and in compliance with the
CEC Performance Standard and any other applicable CEC requirements to which it is subject.
“CEC Performance Standard” means, at any time, the applicable greenhouse gas
emissions performance standard in effect at such time for baseload electric generation facilities
and storage facilities that are owned or operated (or both) by local publicly owned electric utilities,
or for which a local publicly owned electric utility has entered into a contractual agreement for the
purchase of power and services from such facilities, as established by the CEC or other
Governmental Authority having jurisdiction over Buyer.
“CEQA” means the California Environmental Quality Act, California Public Resources
Code §§ 21000, et seq.
“CEQA Determinations” means that:
(a) The lead agency conducting the review of the Facility as required under
CEQA shall have (i) reviewed and approved the CEQA Documents, (ii) issued a final land use
entitlement or other discretionary permit for the Facility, and (iii) filed a notice of determination
in compliance with CEQA; and
(b) The applicable period for any legal challenges to any action by either the
lead agency or any responsible agency under CEQA shall have expired without any such challenge
having been filed or, in the event of any such challenge, the challenge shall have been determined
adversely to the challenger by final judgment or settlement.
- 6 -
“CEQA Documents” means an environmental impact report, mitigated negative
declaration or equivalent document prepared by or relied upon by the lead agency in approving
Permits for the Facility.
“CFTC” has the meaning set forth in Section 14.26.
“Change in Control” means the occurrence, whether voluntary or by operation of law and
whether in a single transaction or in a series of related transactions at any time during the
Agreement Term, following which one or both of the following is no longer true (i) Seller’s
Ultimate Parent directly or indirectly no longer owns more than fifty percent (50%) of the equity
ownership interest of Seller and (ii) Seller’s Ultimate Parent directly or indirectly no longer retains
the power to control the management and policies of Seller; provided, however, that a Change in
Control shall not include any transaction or series of transactions in which the membership
interests in Seller or an Upstream Equity Owner are issued or transferred to another Person (a)
solely for the purpose of financing the construction or operation of the Facility; provided that
following such financing Seller’s Ultimate Parent continues to directly or indirectly own more than
fifty percent (50%) of Seller and retains the power to control the management and policies of
Seller; (b) solely for the purpose of a Tax Equity Financing; (c) indirectly, in connection with a
merger, sale or similar transaction at or above the Seller’s Ultimate Parent; or (d) a YieldCo
Transfer. Seller shall provide written notice to Buyer prior to the occurrence of any Change in
Control in accordance with Section 14.7.
“Change in Law” means a change to any federal, state, local or other law (including any
environmental law, EPS Law or RPS Law), resolution, standard, code, rule, ordinance, directive,
regulation, order, judgment, decree, ruling, determination, permitting conditions, certification
conditions, authorization, or approval of a Governmental Authority or WREGIS, including the
adoption of any new law, resolution, standard, code, rule, ordinance, directive, regulation, order,
judgment, decree, ruling, determination, permit, certificate, authorization, or approval or the
issuance of any replacement or substitute law, resolution, standard, code, rule, ordinance, directive,
regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or
approval, in any case, which occurs after the Effective Date and is binding on a Party, the Parties,
or the Facility or any of the products sold therefrom.
“Commercial Operation” means, with respect to the Facility, that (a) Seller has
demonstrated, and the Independent Engineer has confirmed in writing, that the conditions set forth
in the Independent Engineer certificate attached to Appendix L-2 have been met with respect to
the PV System, the BESS, and the Facility as a whole, and (b) Seller has demonstrated, to the
reasonable satisfaction of Buyer, that any Appendix L-2 conditions not certified to by the
Independent Engineer have been met with respect to the PV System, the BESS, and the Facility as
a whole, and in the case of both (a) and (b), the certificates associated therewith have been (i)
accepted by Buyer and Buyer has provided notice of such acceptance to Seller confirming the
Commercial Operation Date, or (ii) deemed accepted by Buyer in accordance with Section 3.4.
“Commercial Operation Date” means the date on which Commercial Operation of the
Facility occurs, as determined pursuant to Section 3.4.
- 7 -
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.),
as amended, supplemented or otherwise modified from time to time, and any successor statute.
“Compensable Curtailment” means any curtailment by Buyer resulting from (a) Buyer’s
failure to schedule (directly or through Buyer’s bidding behavior) PV System Energy available for
scheduling hereunder, except during any Curtailment Period and unless excused by Force Majeure,
Seller’s failure to perform, or Seller’s Default and (b) a request by Buyer to curtail PV Delivered
Energy for any economic reasons, including resulting from Buyer’s bid offers into CAISO.
“Compliance Expenditure Cap” means (a) Fifteen Thousand Dollars ($15,000) per MW
of PV Contract Capacity in any Contract Year or (b) Fifty Thousand Dollars ($50,000) per MW
of PV Contract Capacity in the aggregate through the Delivery Term.
“Compliant” has the meaning set forth in Section 7.7(a).
“Confidential Information” has the meaning set forth in Section 14.21(a).
“Consent and Agreement” has the meaning set forth in Section 13.3.
“Construction Start Date” means the date on which Seller delivers to Buyer a written
certification substantially in the form attached hereto as Appendix L-1.
“Construction Start Milestone” means the date that is nine (9) months prior to the
Guaranteed Commercial Operation Date, as may be extended pursuant to Section 3.5(b)(i).
“Contract Price” means, with respect to (i) Startup and Test Energy, the price per MWh
set forth in paragraph 1 of Appendix A-1, (ii) Excess Energy, the price per MWh set forth in
paragraph 3 of Appendix A-1, (iii) Excess Energy > 120%, the price per MWh set forth in
paragraph 4 of Appendix A-1 and (iv) any other PV Delivered Energy, the price per MWh set forth
in paragraph 2 of Appendix A-1.
“Contract Year” means (i) the Initial Stub Year; (ii) each of the following nineteen (19)
calendar years, beginning on the first day of January following the end of the Initial Stub Year and
each succeeding twelve (12) month period up to and including the period ending with the
December 31 of such nineteenth (19th) calendar year; and (iii) the Final Stub Year.
“Costs” has the meaning set forth in Section 13.4(f)(iii).
“CPRA” has the meaning set forth in Section 14.21(e).
“Curtailment Period” means a period of time during the Delivery Term during which the
generation of Delivered Energy is required to be curtailed or reduced (in whole or part) as a result
of an order, direction, alert, request, notice, instruction or directive from a Transmission Provider,
the CAISO, WECC, NERC, or any other reliability entity due to (a) a System Emergency,
(b) system improvements, curtailments, or scheduled and unscheduled repairs or maintenance at
or downstream from the Point of Delivery, (c) an event of Force Majeure at or downstream from
the Point of Delivery, (d) any reason adversely affecting the normal function and operation of the
CAISO grid or a Transmission Provider’s system, as may from time to time be identified by the
- 8 -
CAISO, the Transmission Provider, WECC, NERC, or any other reliability entity. For the
avoidance of doubt, the term “Curtailment Period” shall not include curtailments directed by
CAISO arising out of the manner in which Buyer causes the Facility to be bid or Scheduled in the
CAISO market (e.g., economic bids that do not clear) or any curtailment by Buyer pursuant to
Section 7.4(b).
“Cycle” has the meaning set forth on Appendix K-1.
“Daily Delay Damages” means the liquidated damages specified in Section 3.5(b).
“Day” means each day commencing at 12:01 a.m. Pacific Prevailing Time on such day and
ending at 12:00 p.m. Pacific Prevailing Time on such day.
“Day-Ahead Market” has the meaning set forth in the CAISO Tariff.
“Deemed Generated Energy” has the meaning set forth in Section 7.4(c).
“Default” has the meaning set forth in Section 13.1.
“Defaulting Party” has the meaning set forth in Section 13.1.
“Delivered Energy” means, for any period, PV Delivered Energy and BESS Metered
Output.
“Delivery Term” has the meaning set forth in Section 2.2(b).
“Delivery Term Security” has the meaning set forth in Section 5.7(b).
“Dischargeable Energy” has the meaning set forth on Appendix K-1.
“Dischargeable Energy Adjustment Factor” has the meaning set forth on Appendix K-2.
“Dischargeable Energy Performance Guarantee” has the meaning given in
Section 9.6(a).
“Dispute” has the meaning set forth in Section 14.3(a).
“Dispute Notice” has the meaning set forth in Section 14.3(a).
“Downgrade Event” means, with respect to the Person providing Project Development
Security or Delivery Term Security hereunder, any event that results in (a) the failure of such
Person to maintain the credit rating or organizational status of a Qualified Issuer, as applicable, or
(b) the commencement by such Person of involuntary or voluntary bankruptcy, insolvency,
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar
proceeding (whether under any present or future statute, law or regulation).
“Early Termination Date” has the meaning set forth in Section 13.4(a).
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“Economic Sanctions Laws” means all laws administered by OFAC or any other
Governmental Authority of the United States of America imposing economic sanctions and trade
embargoes against Embargoed Targets.
“Effective Date” means the first date that both Seller and Buyer have executed this
Agreement.
“Electric Metering Devices” means all meters, metering equipment, and data processing
equipment conforming to the requirements set forth in Section 11.7 and used to measure, record,
or transmit data relating to the Energy output from the Facility, including the quantities of PV
Delivered Energy, BESS Metered Input and BESS Metered Output.
“Eligible Intermittent Resources Protocol” or “EIRP” means the Eligible Intermittent
Resource Protocol, as may be amended from time to time, as set forth in the CAISO Tariff.
“Embargoed Targets” means countries or Persons designated by Economic Sanctions
Laws on which economic sanctions or trade embargoes have been imposed and that prohibit
dealings with such countries or Persons.
“Energy” means electrical energy.
“Energy In” has the meaning set forth on Appendix K-3.
“Energy Out” has the meaning set forth on Appendix K-3.
“Environmental Attribute Reporting Rights” means all rights to report ownership of the
Environmental Attributes to any Person, including under Section 1605(b) of the Energy Policy Act
of 1992, as amended from time to time or any successor statute, or any other current or future
international, federal, state or local law, regulation or bill, or otherwise.
“Environmental Attributes” means RECs, and any and all other current or future credits,
benefits, emissions reductions, offsets or allowances, howsoever entitled, named, registered,
created, measured, allocated or validated (A) that are at any time recognized or deemed of value
(or both) by Buyer, applicable law, or any voluntary or mandatory program of any other
Governmental Authority or other Person and (B) that are attributable to (i) generation of PV
System Energy during the Delivery Term or Replacement Energy required to be delivered by
Seller to Buyer during the Delivery Term, (ii) storage of Energy or other services in connection
with the BESS and (iii) the emissions or other environmental characteristics of such PV System
Energy or such Replacement Energy or its displacement of conventional or other types of Energy
generation. Environmental Attributes include any of the aforementioned arising out of legislation
or regulation concerned with oxides of nitrogen, sulfur, carbon, or any other greenhouse gas or
chemical compound, particulate matter, soot, or mercury, or implementing the United Nations
Framework Convention on Climate Change (the “UNFCCC”), the Kyoto Protocol to the
UNFCCC, California’s greenhouse gas legislation (including RPS Law and California Assembly
Bill 32 (Global Warming Solutions Act of 2006) and any regulations implemented pursuant to that
act, including any compliance instruments accepted under the California Cap on Greenhouse Gas
Emissions and Market-Based Compliance Mechanisms regulations of the California Air Resources
Board or any successor regulations thereto) or any similar international, federal, state or local
- 10 -
program or crediting “early action” with a view thereto, laws or regulations involving or
administered by the CAMD and all Environmental Attribute Reporting Rights, including all
evidences (if any) thereof such as renewable energy certificates of any kind. Environmental
Attributes for purposes of this definition are separate from the PV System Energy and do not
include (a) investment tax credits, any local, state or federal production tax credits, depreciation
deductions or other tax credits providing a tax benefit to Seller or any other Person based on an
ownership or security interest in the Facility or PV System Energy, including any investment or
production tax credit expected to be available to Seller with respect to the Facility, (b) any other
depreciation deductions and benefits, and other tax benefits arising from ownership or operation
of the Facility and (c) cash grants or other financial incentives from any local, state or federal
government available to Seller with respect to the Facility.
“EPA” means the United States Environmental Protection Agency.
“EPC Contractor” means D.H. Blattner & Sons, Inc. or one or more engineering,
procurement, and construction contractors, or if not utilizing an engineering, procurement and
construction contractor, one or more entities having lead responsibility for the management of
overall construction activities, selected by Seller, with substantial experience in the engineering,
procurement, and construction of power plants of the same type as the PV System and battery
energy storage facilities of the same type as the BESS.
“EPS Compliance” or “EPS Compliant” when used with respect to the Facility or any
other facility providing Replacement Energy at any time, means that the Facility or facility, as
applicable, satisfies both the PUC Performance Standard and the CEC Performance Standard in
effect at the time; provided, if it is impossible for the Facility or facility, as applicable, to satisfy
both the PUC Performance Standard and the CEC Performance Standard in effect at any time, the
Facility or facility, as applicable, shall be deemed EPS Compliant if it satisfies the CEC
Performance Standard in effect at the time and those portions of the PUC Performance Standard
in effect at the time that it is possible for the Facility or facility, as applicable, to satisfy while at
the same time satisfying the CEC Performance Standard in effect at the time.
“EPS Law” means Sections 8340 and 8341 of the California Public Utilities Code or its
successor or comparable state or federal programs.
“Escrow Account” has the meaning set forth in the definition of “Acceptable Form of
Performance Assurance”.
“Excess Compliance Cost” has the meaning set forth in Section 7.7(b).
“Excess Energy” means, in any Contract Year, PV Delivered Energy in excess of one
hundred and ten percent (110%), and up to one hundred and twenty percent (120%), of the Annual
Contract Quantity for such Contract Year, which deliveries shall be verified in invoices provided
by Seller as set forth in Section 11.3(a).
“Excess Energy > 120%” means, in any Contract Year, PV Delivered Energy in excess
of one hundred and twenty percent (120%) of the Annual Contract Quantity for such Contract
Year, which deliveries shall be verified in invoices provided by Seller as set forth in Section
11.3(a).
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“Excused Conditions” means; (a) any period during which Seller is unable to generate or
deliver energy to the Point of Delivery to the extent caused by (i) an event of Force Majeure or (ii)
System Emergency, (b) any Curtailment Period; (c) any Permitted Scheduled Outage Period; and
(d) any curtailment of the Facility arising out of or resulting from the manner in which Buyer bids,
offers, or schedules the Facility, the PV System Energy or any Products, or in which Buyer fails
to do so, including any non-compliance with the Operating Restrictions.
“Expected Commercial Operation Date” means June 30, 2023.
“Facility” means the co-located PV System and BESS to be located on the Site, including
the structures, facilities, equipment, fixtures, appurtenances, improvements and associated real and
personal property, physical and intangible property, and other rights and interests as further
described in Appendix B-1 and depicted on Appendix B-2, including all property interests and
related transmission and other facilities.
“Facility Debt” means any senior or subordinated construction, interim or long-term debt
financing (including any backleverage or working capital debt) or refinancing for or in connection
with the development, construction, purchase, ownership, installation or operation of the Facility,
including (a) any financing or refinancing provided to Seller or any Upstream Equity Owner with
respect to the Facility (including as part of a portfolio with other energy generation projects) and
(b) any interest rate protection agreements hedging any of the foregoing debt obligations.
“Facility Lender” means (a) any financing party providing any Facility Debt or any trustee
or agent acting on behalf of any such financing party or parties and (b) any Tax Equity Investor
providing any equity financing or refinancing for or in connection with the development,
construction, purchase, ownership, installation or operation of the Facility, including in connection
with any Tax Equity Financing or Sale Leaseback Financing or refinancing.
“Fair and Reasonable” has the meaning set forth in the definition of “Special Purpose
Entity”.
“FERC” means the Federal Energy Regulatory Commission.
“Final Stub Year” means the period beginning on the first day of January following the
nineteenth (19th) full calendar year referenced in clause (ii) of the definition of “Contract Year”
and ending at 24:00 hours on the date that, together with the number of days in the Initial Stub
Year, would be equal to three hundred sixty-five (365) days.
“Force Majeure” has the meaning set forth in Section 14.6(b).
“Force Majeure Notice” has the meaning set forth in Section 14.6(a).
“Forced Outage” means the removal of service availability of the Facility, or any portion
of the Facility, for emergency reasons or conditions in which the Facility, or any portion thereof,
is unavailable due to unanticipated failure, including as a result of Force Majeure.
“Full Capacity Deliverability Status” or “FCDS” has the meaning set forth in the CAISO
Tariff.
- 12 -
“Gains” has the meaning set forth in Section 13.4(f)(i).
“Generator Interconnection Agreement” means the agreement and associated
documents (or any successor agreement and associated documentation approved by FERC) by and
among Seller, Southern California Edison, and the CAISO governing the terms and conditions of
Seller’s interconnection with the CAISO grid, including any description of the plan for
interconnecting to the CAISO grid.
“Governmental Authority” means any federal, state, regional, city or local government,
any intergovernmental association or political subdivision thereof, or other governmental,
regulatory or administrative agency, court, commission, administration, department, board, or
other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority with jurisdiction over the Parties, the Facility, or this Agreement, or any Person acting
as a delegate or agent of any Governmental Authority; provided that “Governmental Authority”
specifically excludes Buyer and the Participating Members.
“Green Value” consists of the market value of (a) avoided greenhouse gas emissions
and/or credits associated with RPS Compliant energy, and (b) all other Environmental Attributes
and avoided emissions related attributes and benefits that would otherwise have been realized had
Seller generated the PV Delivered Energy for the applicable Contract Year, and shall be calculated
as an amount equal to the time weighted average of the prices of greenhouse gases and other
Environmental Attributes (as published in commercial indices related to California energy
markets) that would have been realized for each MWh of the Shortfall Energy; provided, that if
for any Contract Year there does not exist a liquid trading market that is mutually agreeable to the
Parties to determine such Green Value, the Green Value will be equal to the replacement cost for
the attributes described in clauses (a) and (b) above, expressed in $/MWh, as of the final day of
the Contract Year in which the applicable Shortfall Energy accrues.
“Guaranteed Commercial Operation Date” means September 30, 2023, as may be
extended pursuant to Section 3.5(b)(i).
“Guaranteed Delivered Energy” means, with respect to each Measurement Period,
eighty-five (85%) of the Annual Contract Quantity for such Measurement Period as specified on
Appendix C.
“Guaranteed Dischargeable Energy” has the meaning set forth on Appendix K-1.
“IEEE” means the Institute of Electrical and Electronics Engineers.
“Indemnitees” has the meaning set forth in Section 14.19(a).
“Independent Engineer” means (a) DNV, RRC, REVAMP or Leidos, or (b) if none of
the firms identified in clause (a) are selected by Seller, then a Person mutually acceptable to both
Parties.
“Initial Stub Year” means the period beginning on the Commercial Operation Date and
ending at 24:00 hours on December 31 in the year during which the Commercial Operation Date
occurs.
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“Insurance” means the policies of insurance as set forth on Appendix F.
“Interconnection Delay” means the Participating TO’s Interconnection Facilities,
Distribution Upgrades, and Network Upgrades (each, as defined in the Generator Interconnection
Agreement) are not complete such that the Facility can interconnect at the Point of Interconnection
by April 15, 2023, except to the extent such delay is caused by any acts or omissions of Seller or
any Affiliate of Seller.
“Interest Rate” has the meaning set forth in Section 11.4.
“ISA” means the Instrument Society of America.
“Key Milestone” means a Milestone for which liquidated damages are provided in
Appendix I.
“kW” means kilowatt in alternating current, or AC.
“kWh” means kilowatt-hours.
“Land Lease” means an agreement to be entered into for Seller to use real estate as
described in Appendix M.
“Legal Opinion” means an executed original of a written legal opinion of counsel for
Seller, or other counsel reasonably acceptable to Buyer, addressed to Buyer and dated as of the
Effective Date, covering the opinions set forth on Appendix S.
“Lessor” means any lessor of real property for the Facility pursuant to a Site Control
Document.
“Licensed Professional Engineer” means an independent, professional engineer
reasonably acceptable to Buyer, licensed in the State of California, and otherwise qualified to
perform the work required hereunder.
“Lien” means any mortgage, deed of trust, lien, security interest, retention of title or lease
for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of
way, covenant, condition or restriction, leasehold interest, purchase right or other right of any kind,
including any option, of any other Person in or with respect to any real or personal property.
“Local Capacity Requirement Attributes” means the benefits or attributes now or
existing in the future based on the procurement obligations of Buyer with respect to local resource
capacity requirements as prescribed by the PUC, the CAISO or other regional entity, and that are
associated with the electric generating capability of the Facility.
“Locational Marginal Price” or “LMP” has the meaning set forth on Appendix C of the
CAISO Tariff.
“Losses” has the meaning set forth in Section 13.4(f)(ii).
- 14 -
“Major Maintenance Blockout” has the meaning set forth in Section 4.4(b).
“Market Price Index” means the weighted average of the Integrated Forward Market
hourly price for all the Reference Hours in the Measurement Period, as published by the CAISO,
for the SP-15 Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) weighted
by hourly and monthly volumes in the forecast most recently delivered by Seller pursuant to
Section 7.3(c); provided, that in the event there are no longer market prices for SP-15 Existing
Zone Generation Trading Hub, the Parties will mutually agree to a replacement market price index
that most closely reflects the geographic location of the SP-15 Existing Zone Generation Trading
Hub at the Effective Date; and, provided, further, that if a market price index for solar energy that
would more accurately track the price of the PV Delivered Energy is created, the Parties may
mutually agree to adapt such index price as the “Market Price Index” at such time.
“Maximum Delivery Rate” means the maximum hourly rate of delivery of PV Delivered
Energy in MWh, which shall be sixty-five (65) MW per hour.
“Measurement Period” means each rolling two (2) Contract Year period, beginning with
the first full Contract Year occurring after the Commercial Operation Date.
“Milestone” has the meaning set forth in Section 3.5(a).
“Milestone Date” has the meaning set forth in Section 3.5(a).
“Minimum Dischargeable Energy Performance Guarantee” has the meaning set forth
on Appendix K-1.
“Minimum Round Trip Efficiency Performance Guarantee” has the meaning set forth
on Appendix K-1.
“Month” means a calendar month commencing at 12:01 a.m. Pacific Prevailing Time on
the first day of such month and ending at 12:00 p.m. Pacific Prevailing Time on the last day of
such month.
“Monthly BESS Availability” has the meaning set forth on Appendix K-1.
“Monthly BESS Availability Guarantee” has the meaning set forth in Section 9.6(a).
“Moody’s” means Moody’s Investor Services, Inc.
“MW” means megawatt in alternating current, or AC.
“MWh” means megawatt-hours.
“NERC” means the North American Electric Reliability Corporation.
“New Resource Implementation Process” or “NRIP” means the process and
requirements for new resource implementation, as amended from time to time, as set forth in the
CAISO Tariff.
- 15 -
“Non-Defaulting Party” has the meaning set forth in Section 13.4(a).
“Notifying Party” has the meaning set forth in Section 14.3(a).
“O&M Agreement” means the agreement for the provision of operation and maintenance
services for the Facility entered into or to be entered into by and between Seller and a Qualified
Operator.
“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control.
“Operating Restrictions” means the restrictions set forth on Appendix Q.
“OSHA” means the Occupational Safety and Health Administration of the United States
Department of Labor.
“Outside Commercial Operation Date” means June 30, 2024, which date may not be
extended for any reason.
“Pacific Prevailing Time” means the local time in the State of California.
“Participating Members” means the City of Vernon and the City of Cerritos.
“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.
“Performance Security” means the Project Development Security or Delivery Term
Security for the Facility, together or individually, as applicable.
“Period Hours” has the meaning set forth on Appendix K-1.
“Permits” means all applications, permits, licenses, franchises, certificates, concessions,
consents, authorizations, certifications, self-certifications, approvals, registrations, orders, filings,
entitlements and similar requirements of whatever kind and however described that are required
to be filed, submitted, obtained or maintained by any Person with respect to the development,
siting, design, acquisition, construction, equipping, financing, ownership, possession, shakedown,
start-up, testing, operation or maintenance of the Facility, the production, sale and delivery of
Products from the Facility, including Energy, Capacity Rights and Environmental Attributes, or
any other transactions or matter contemplated by this Agreement (including those pertaining to
electrical, building, zoning, environmental and occupational safety and health requirements),
including CEQA Determinations and the Permits described in Appendix B-1.
“Permitted Encumbrances” means (a) the Lien in favor of the Facility Lender, (b) any
Lien approved by Buyer in a writing separate from this Agreement that expressly identifies the
Lien as a Permitted Encumbrance, (c) Liens for Taxes not yet due or for Taxes being contested in
good faith by appropriate proceedings, so long as such proceedings do not involve a risk of the
sale, forfeiture, loss or restriction on the use of the Facility or any part thereof, provided that such
proceedings end by the expiration of the Agreement Term, (d) suppliers’, vendors’, mechanics’,
workman’s, repairman’s, employees’ or other like Liens arising in the ordinary course of business
for work or service performed or materials furnished in connection with the Facility for amounts
- 16 -
the payment of which is either not yet delinquent or is being contested in good faith by appropriate
proceedings so long as such proceedings do not involve a risk of the sale, forfeiture, loss or
restriction on use of the Facility or any part thereof, and (e) easements, rights-of-way, reservations,
restrictions, defects in title, encroachments and other similar non-monetary encumbrances that
have been identified to Buyer in writing prior to the Commercial Operation Date and that do not
interfere with or impair the operation of the Facility or performance of Seller’s obligations as
contemplated by this Agreement.
“Permitted Scheduled Outage Period” means eighty-eight (88) hours per Contract Year
in which Seller performs Scheduled Outages meeting the requirements of Section 4.4, beginning
in the first full Contract Year of the Delivery Term.
“Person” means any individual, corporation, partnership, joint venture, limited liability
company, association, joint stock company, trust, unincorporated organization, entity, government
or other political subdivision.
“Pnode Price” means the Locational Marginal Price of the Facility’s Pnode at the Point of
Delivery, as determined by CAISO, which, for the avoidance of doubt, shall not include the value
of any Environmental Attributes or Capacity Rights, if any.
“Point of Delivery” means the COLWATER_2_LN001 CAISO PNODE at the Kramer
Substation in San Bernardino County, California, or such other substantially similar point agreed
to by the Parties prior to the Commercial Operation Date.
“Point of Interconnection” means Seller’s 220kV bus of the Kramer Substation in San
Bernardino County, California.
“Present Value Rate” means, at any date, the sum of 0.50% plus the yield reported on
page “USD” of the Bloomberg Financial Markets Services Screen (or, if not available, any other
nationally-recognized trading screen reporting on-line intraday trading in United States
government securities) at 11:00 a.m. (New York City, New York time) for the United States
government securities having a maturity that most nearly matches the Remaining Term at that date.
“Products” means any and all Delivered Energy, Capacity Rights, Environmental
Attributes, and ancillary products, services or attributes similar to the foregoing that are or can be
produced by, or are associated with, the Facility, whether now attainable or established in the
future, including delivered energy, renewable attributes, and renewable energy credits. The REC
Products shall meet the standard of “Portfolio Content Category 1” as defined by RPS Law.
“Project Development Security” has the meaning set forth in Section 5.7(a).
“Prudent Utility Practices” means those practices, methods, and acts, that are commonly
used by a significant portion of the solar-power generation industry and the battery energy storage
industry, (including, if applicable, the co-located solar power generation and battery storage
industry), in each case, in prudent engineering and operations to design, construct, and operate and
maintain electric equipment (including solar-powered facilities and battery energy storage
facilities) lawfully and with safety, dependability, reliability, efficiency, and economy, including
any applicable practices, methods, acts, guidelines, standards and criteria of the CAISO, FERC,
- 17 -
NERC, WECC, as each may be amended from time to time, and all applicable Requirements of
Law. Prudent Utility Practices are not intended to be limited to the optimum practice, method, or
act, to the exclusion of all others, but rather is intended to include a range of acceptable practices,
methods, and acts generally accepted in the industry.
“Public Utilities Code” means the Public Utilities Code of the State of California, as may
be amended from time to time.
“PUC” means the California Public Utilities Commission and any successor thereto.
“PUC Performance Standard” means, at any time, the greenhouse gas emission
performance standard in effect at such time for electric generation facilities owned or operated (or
both) by load-serving entities and not local publicly-owned electric utilities, or for which a load-
serving entity and not a local publicly owned electric utility has entered into a contractual
agreement for the purchase of power from such facilities, as established by the PUC or other
Governmental Authority under the EPS Law.
“PV Contract Capacity” means sixty-five (65) MWac, as measured by the sum of inverter
nameplate capacity.
“PV Delivered Energy” means PV System Energy (net of all auxiliary loads, station
electrical uses and electrical losses from the PV System to the Point of Delivery), as measured in
MWh by the PV Energy Meter in compliance with CAISO metering rules.
“PV Energy Meter” means CAISO-approved and CAISO-polled Electric Metering
Device located at the PV System dedicated solely to the PV System as depicted on Appendix O.
“PV System” means the solar photovoltaic electric generating facility to be developed,
constructed, owned and operated by Seller (as further described on Appendix B-1).
“PV System Energy” means Energy generated by the PV System.
“QRE” has the meaning set forth in Section 8.4.
“Qualified Buyer Assignee” means any (a) Participating Member or (b) any other non-
participating member of Buyer that, in each case, (i) executes a written assumption agreement in
favor of Seller pursuant to which such Person assumes all of the obligations of Buyer under this
Agreement and the Ancillary Documents and (ii) is rated (A) “Baa2” or higher by Moody’s and
“BBB” or higher by S&P, if such Person is rated by both Moody’s and S&P, (B) “Baa2” or higher
by Moody’s or “BBB” or higher by S&P if such Person is rated by either S&P or Moody’s, or (C)
equivalent ratings by any other credit rating agency of recognized national standing.
“Qualified Issuer” means a Person (a) acceptable to Buyer or (b) that maintains a United
States domestic branch, and a current long-term credit rating (corporate or long-term senior
unsecured debt) of (1) “A2” or higher by Moody’s and “A” or higher by S&P, if such Person is
rated by both Moody’s and S&P or (2) “A2” or higher by Moody’s, or “A” or higher by S&P if
such Person is rated by either S&P or Moody’s.
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“Qualified Operator” means Clearway Renewable Operation & Maintenance LLC, a
limited liability company organized and existing under the laws of the State of California, or (a)
with respect to the PV System portion of the Facility, a Person reasonably acceptable to Buyer that
has at least three (3) years of operating experience with photovoltaic solar powered generation
facilities that are in excess of sixty-five (65) MW in capacity and (b) with respect to the BESS, a
Person reasonably acceptable to Buyer that has operating experience with battery energy storage
systems that are comparable in size, configuration and capabilities to the BESS, including being
connected to, or feeding Energy to, a high voltage transmission level.
“Qualified Transferee” means a Person that (a) maintains, or whose direct or indirect
parent maintains, a current long-term credit rating (corporate or long-term senior unsecured debt)
of (i) “A2” or higher by Moody’s and “A” or higher by S&P, if such Person is rated by both
Moody’s and S&P or (ii) “Aa2” or higher by Moody’s, or “AA” or higher by S&P if such Person
is rated by either S&P or Moody’s, or (iii) equivalent ratings by any other credit rating agency of
recognized national standing, (b) has a tangible net worth of at least One Hundred and Fifty Million
Dollars ($150,000,000.00), or (c) is reasonably acceptable to Buyer, and in each case (d) (i)
executes a written assumption agreement in favor of Buyer pursuant to which any such Qualified
Transferee shall assume all the obligations of Seller under this Agreement (except in each case
where Seller remains a Party to this Agreement); (ii) retains or causes the subsequent owner to
retain a Qualified Operator to operate the Facility and has four (4) years of experience owning,
leasing, or managing electrical generation through renewable resources with at least two (2)
projects of fifty (50) MW or higher and (iii) is not at the time of transfer in a litigation, arbitration
or other formal dispute resolution proceeding against Buyer or a Participating Member.
“Quality Assurance Program” or “Q/A Program” has the meaning set forth in Section
5.5.
“Real-Time LMP” means the LMP for the Real-Time Market for the applicable
Settlement Interval.
“Real-Time Market” has the meaning set forth in the CAISO Tariff.
“REC” or “Renewable Energy Credit” means a certificate of proof associated with the
generation of electricity from an eligible renewable energy resource, which certificate is issued
through the accounting system established, used or approved by the CEC pursuant to the RPS Law,
evidencing that a stated quantity of energy (of at least one (1) MWh and in whole units only) was
generated and delivered from such eligible renewable energy resource. Such certificate is a
tradable environmental commodity (also known as a “green tag” or “renewable energy certificate”)
for which the owner of the REC can evidence that it has purchased Energy that is CEC Certified.
“Recapture Period” means the period from the date that the Facility is placed in service
for U.S. federal income tax purposes until the date that is five (5) full years from the date that the
Facility is placed in service for U.S. federal income tax purposes.
“Recipient Party” has the meaning set forth in Section 14.3(a).
- 19 -
“Reference Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 7:00
a.m. to 9:59 p.m.) on Monday through Sunday, Pacific Prevailing Time, excluding NERC
holidays.
“Remaining Term” means, at any date, the remaining portion of the Delivery Term at that
date without regard to any early termination of this Agreement.
“Remedial Action Plan” has the meaning set forth in Section 3.5(a).
“Replacement Capacity Rights” means Capacity Rights, if any, equivalent to those that
would have been provided by the Facility during the Contract Year for which the Replacement
Product is being provided.
“Replacement Energy” means Energy that is produced by a facility (or facilities) other
than the Facility that, at the time delivered to Buyer, (a) is both RPS Compliant and, if applicable,
EPS Compliant, and (b) qualifies under California Public Utilities Code Section 399.16(b)(1).
“Replacement Price” has the meaning set forth in Section 7.7(c).
“Replacement Product” means (a) Replacement Energy, and (b) Replacement Capacity
Rights.
“Requirement of Law” means any federal, state, local or other law (including Anti-
Corruption Laws, Anti-Terrorism Laws, Economic Sanctions Laws and any environmental law,
EPS Law or RPS Law), resolution, standard, code, rule, ordinance, directive, regulation, order,
judgment, decree, ruling, determination, permit, certificate, authorization, or approval of a
Governmental Authority, including those pertaining to electrical, building, zoning, environmental
and occupational safety and health requirements.
“Requirements” means, collectively, (a) any standards or requirements of ASTM, ASME,
EPA, IEEE, ISA, National Electrical Code, National Electric Safety Code, OSHA, Cal-OSHA,
Uniform Building Code, or Uniform Plumbing Code applicable to the design or construction of
the Facility, (b) any applicable local county fire department standards or codes, (c) Prudent Utility
Practices, (d) all applicable Requirements of Law, including the UCC, (e) Seller’s Quality
Assurance Program, and (f) all other requirements of this Agreement.
“Resource Adequacy Attributes” means the benefits or attributes, if any, now or existing
in the future based on the procurement obligations of Buyer with respect to Resource Adequacy
as prescribed by the PUC, the CAISO or any other regional entity, and that are associated with the
electric generating capability of the Facility. Buyer will be entitled to all Resource Adequacy
Attributes from the Facility. Resource Adequacy estimates will be calculated using the PUC
methodology for calculating qualifying capacity for co-located resources.
“RFP” has the meaning set forth in the recitals to this Agreement.
“Round Trip Efficiency” or “RTE” has the meaning set forth on Appendix K-1.
“Round Trip Efficiency Adjustment Factor” has the meaning set forth on Appendix K-2.
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“Round Trip Efficiency Performance Guarantee” has the meaning set forth in
Section 9.6(a).
“RPS Compliance” or “RPS Compliant” means, when used with respect to the PV
System or any other facility at any time, that all Energy generated by such facility at all times shall,
together with all of the associated Environmental Attributes, qualify as a “portfolio content
category 1” eligible renewable resource, or equivalent if the RPS Law is changed, under the RPS
Law and meet the requirements of Public Utilities Code Section 399.16(b)(1).
“RPS Compliance Period” means each “Compliance Period” as defined in the RPS Law.
“RPS Law” means the California Renewable Energy Resources Act, including the
California Renewables Portfolio Standards Program, Article 16 of Chapter 2.3 of Part 1 of Division
1 of the Public Utilities Code, California Public Resources Code § 25740 through 25751, Division
25.5 of California Health and Safety Code (commencing with Section 38580) and any related
regulations or guidebooks promulgated by the CEC or, as applicable, the California Air Resources
Board, and as all of the foregoing may be promulgated and implemented from time to time, and
any replacement laws or regulations.
“S&P” means Standard & Poor’s Financial Services LLC.
“Sale Leaseback Financing” means a sale leaseback whereby the Facility or the Site
(which for purposes of this definition shall exclude any easements associated with the transmission
line) is sold by Seller to one or more investors (each, a “Sale Leaseback Lessor”) and leased back
by Seller and Seller retains a right of quiet enjoyment over the Site (or the Facility, as applicable)
during the lease term as long as Seller pays Sale Leaseback Lessor thereof rent and meets its other
obligations under the lease; provided that a Sale Leaseback Financing shall comply with the
provisions of Section 12.5(d).
“Sale Leaseback Lessor” has the meaning set forth in the definition of “Sale Leaseback
Financing”.
“SCADA” means the supervisory control and data acquisition system for the Facility.
“Schedule” or “Scheduling” means the actions of Seller and Buyer, their Authorized
Representatives, and the Transmission Providers, if applicable, of notifying, requesting and
confirming to the CAISO the amounts of Delivered Energy and Replacement Product expected to
be delivered (from the PV System or the BESS) consistent with the Scheduling interval at the Point
of Delivery on any given date following the Commercial Operation Date and during the Delivery
Term, all in the manner contemplated by the CAISO Tariff.
“Scheduled Outage” means any outage with respect to the Facility other than a Forced
Outage.
“Scheduled Outage Projection” has the meaning set forth in Section 4.4(b).
“Scheduling Coordinator” has the meaning set forth in the CAISO Tariff.
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“Scheduling Procedures” has the meaning set forth in Section 7.3(g).
“Seller” has the meaning set forth in the preamble of this Agreement.
“Seller’s Ultimate Parent” means, (a) as of the Effective Date, Clearway Energy Group
LLC, (b) as of the effective date of any YieldCo Transfer, each of Clearway Energy Group LLC,
Clearway Energy, Inc., or Hannon Armstrong Sustainable Infrastructure, and (c) from and after
any other Change in Control where Seller’s Ultimate Parent entity changes, the entity set forth in
Schedule 12.2(h) as Seller’s Ultimate Parent.
“Settlement Interval” has the meaning set forth in the CAISO Tariff.
“Shortfall Damages” has the meaning set forth in Section 9.3.
“Shortfall Energy” has the meaning set forth in Section 9.1.
“Shortfall Makeup Period” means the Contract Year following the end of the
Measurement Period during which Shortfall Energy accrues.
“Site” means the real property (including all fixtures and appurtenances thereto) and
related physical and intangible property generally identified in Appendix B-2 as owned or leased
by Seller where the Facility is located or will be located, and including any easements, rights-of-
way or contractual rights held or to be held by Seller for transmission lines or roadways servicing
such Site or the Facility located (or to be located) thereon.
“Site Control” means that the Site Control Documents have been executed by Seller and
each counterparty thereto and are in full force and effect and such Site Control Documents are
sufficient, in Seller’s reasonable discretion, to permit Seller to fulfill all of its then-current
obligations under this Agreement.
“Site Control Documents” means the real property leases and easements for the Site that
together establish Site Control, including (a) each Land Lease, and (b) the documents listed on
Appendix M.
“Special Purpose Entity” means a limited liability company which at all times on and
after the Effective Date meets the following conditions:
(a) shall not (i) (A) engage in any consolidation or merger with or into any other
business entity, (B) acquire by purchase or otherwise all or substantially all of the business or assets
of or beneficial interest in any other entity, or (C) transfer, lease or sell, in one transaction or any
combination of transactions, all or substantially all of its properties or assets, except in each such
case to the extent permitted herein; (ii) modify, amend or waive any provisions of its organizational
documents in a manner inconsistent with its status as a Special Purpose Entity;
(b) notwithstanding its omnibus powers was organized solely for the purpose
of acquiring, developing, owning, holding, selling, financing, leasing, transferring, exchanging,
managing and operating the Facility, entering into offtake agreements such as this Agreement with
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Buyer, and transacting lawful business that is incident, necessary and appropriate to accomplish the
foregoing;
(c) has not been, is not, and will not be engaged in any business unrelated to
the acquisition, development, construction, ownership, management or operation of the Facility or
a larger project of which the Facility is a component part;
(d) other than excess real property rights, has not had, and does not have and
will not have, any assets other than those related to the Facility or to any larger project of which the
Facility is a component part;
(e) has held itself out as and will hold itself out to the public as a legal entity
separate and distinct from any other entity and has not failed and will not fail to correct any known
misunderstanding regarding the separate identity of such entity;
(f) has maintained and will maintain its accounts, organizational books and
records, resolutions and agreements separate from any other Person and has filed and will file its
own tax returns (except to the extent treated as a “disregarded entity” for tax purposes and not
required to file tax returns under applicable law);
(g) has maintained and will maintain its assets in such a manner that it will not
be costly or difficult to segregate, ascertain or identify its individual assets from those of any other
Person;
(h) has not entered into or been a party to, and will not enter into or be a party
to, any transaction with its members or Affiliates, except (i) on terms that are intrinsically fair,
commercially reasonable or no less favorable to it than would be obtained in a comparable arm’s
length transaction with an unrelated third party (“Fair and Reasonable”); (ii) in connection with
the development or construction of the Facility; or (iii) as otherwise set forth and permitted in this
Agreement;
(i) does not and will not have any obligation to indemnify, and has not
indemnified and will not indemnify any Person other than (i) its officers, managers, or members,
as the case may be in connection with activities related to the performance of this Agreement, or
(ii) entities requiring indemnification in the normal course of business in connection with the
development, construction, ownership, and operation of the Facility;
(j) has considered and shall consider the interests of its creditors, if any, in
connection with all limited liability company actions, if at any time it perceives that it is not or
believes that it may not be (i) solvent or (ii) able to pay its debts and liabilities (including, as
applicable, shared personnel and overhead expenses) from its assets as the same shall become due;
(k) does not and will not have any of its obligations guaranteed by any Affiliate
and does not and will not hold itself out as being responsible for the debt obligations of any other
Person, except (i) any parent guarantees that may be issued by an upstream Affiliate for any Facility
Debt, hedge for the Facility, Tax Equity Financing or construction and/or supply agreements
necessary for the construction of the Facility, or (ii) in accordance with the Generator
Interconnection Agreement;
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(l) has (i) complied and will comply with the terms and provisions contained
in its organizational documents, and (ii) has observed and will observe all customary limited
liability company formalities under applicable laws and its organizational documents;
(m) has not and will not commingle its funds or assets with those of any Person
and has not participated and will not participate in any joint or connected bank accounts with any
other Person;
(n) has held and will hold its assets in its own name and will conduct all
business in its own name;
(o) has paid and will pay its own liabilities and expenses, including the salaries
of any employees it might have, out of its own funds and assets and will maintain adequate capital
for the normal obligations reasonably foreseeable in a business of its size and character and in light
of its contemplated business operations, except with respect to expenses paid by the tax equity
partnership owning Seller, including asset management, accounting and legal, rent, operation and
maintenance fees, property and sales taxes and filing fees;
(p) has not assumed or guaranteed or become obligated for, and will not assume
or guarantee or become obligated for, the debts of any other Person (other than an Affiliate of Seller
in the interest of the financing of the Facility) and has not held out and will not hold out its credit
as being available to satisfy the obligations of any other Person (other than an Affiliate of Seller in
the interest of the financing of the Facility), except in accordance with the Generator
Interconnection Agreement; provided, however, that it may join in any guarantee of the
indebtedness of any Affiliate (i) in which all or substantially all of its other Affiliates join as
guarantors or co-obligors and, provided further, that such guarantee contains a net worth limitation
on the amount of the guaranteed obligations thereunder, a fraudulent transfer savings clause, or
other terms as Seller determines to be appropriate to prevent the guarantee from rendering Seller
insolvent, or (ii) as otherwise permitted pursuant to this Agreement;
(q) does not have and will not acquire obligations or securities of its members
or any Affiliate except as permitted under (h), (k) and (p) of this definition;
(r) now maintains and uses, and will maintain and use, separate invoice bearing
its name; such invoices utilized by it or utilized to collect its funds or pay its expenses have borne
and shall bear its own name and have not borne and shall not bear the name of any other entity
unless such entity is clearly designated as being its agent;
(s) except in connection with the development or construction, or financing of
the development or construction of the Facility of any larger project of which the Facility is a
component part, has not pledged and will not pledge its assets for the benefit of any other Person,
other than Permitted Encumbrances;
(t) is and intends to remain solvent and has paid and intends to continue to pay
its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from
its assets as the same shall have or become due, and has maintained, is maintaining and intends to
maintain through intercorporate capital allocation by loans and deposits pursuant to a central cash
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management system adequate capital for the normal obligations reasonably foreseeable in a
business of its size and character and in light of its contemplated business operations; and
(u) will have no indebtedness other than (i) debt, if any, in an amount for
construction and permanent operations of the Facility, as applicable, considered in light of the types
and amounts of other sources of capital used for the Facility that is within reasonable and prudent
market norms given the size, type and commercial attributes of the Facility and poses no material
risk to its liquidity or its ability to perform its obligations under this Agreement and (ii) such other
indebtedness that are expressly permitted pursuant to this Agreement.
“Startup and Test Energy” means PV Delivered Energy, measured in MWh, generated
prior to the Commercial Operation Date for which there are certified RECs, measured in MWh,
delivered prior to the Commercial Operation Date.
“Storage Capacity Test” means any test or retest of the BESS to establish the
Dischargeable Energy and/or Round Trip Efficiency, conducted in accordance with the testing
procedures, requirements and protocols set forth on Appendix K-1 and Appendix K-3.
“Subcontract” means any agreement or contract entered into on or after the Effective Date
by Seller and a Person other than Buyer, which Person is providing goods or services to Seller that
are related to the performance of Seller’s obligations under this Agreement. Subcontracts
specifically include any agreement or contract that is referred to or defined as a “subcontract” in
the policies, ordinances, codes or laws with which Seller must comply pursuant to this Agreement,
or that is made with a “subcontractor” as such term is used or defined in such policies, ordinances,
codes, or laws.
“Subcontractor” means any party to a Subcontract with Seller.
“Supplementary Storage Capacity Test Protocol” has the meaning set forth on
Appendix K-3.
“System Emergency” means each of the following: (i) “System Emergency” as set forth
in the CAISO Tariff and (ii) a condition or situation that in the judgment of Buyer (a) is imminently
likely to endanger life or property; or (b) is imminently likely (as determined in a
non-discriminatory manner) to cause a material adverse effect on the security of, reliability of, or
damage to the Transmission System, Transmission Provider’s interconnection facilities (as defined
in the Generator Interconnection Agreement) or the transmission systems of others to which the
Transmission System is directly connected.
“Taking” has the meaning set forth in Section 12.3(e).
“Tax” or “Taxes” means each federal, state, county, local and other (a) net income, gross
income, gross receipts, sales, use, ad valorem, business or occupation, transfer, franchise, profits,
withholding, payroll, employment, excise, property or leasehold tax and (b) customs, duty or other
fee, assessment or charge of any kind whatsoever, together with any interest and any penalties,
additions to tax or additional amount with respect thereto.
“Tax Equity Financing” means, with respect to Seller or any Upstream Equity Owner,
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any transaction or series of transactions (a) resulting in a portion of the membership interests in
Seller or Upstream Equity Owner, as applicable, being issued or otherwise provided to another
Person (a “Tax Equity Investor”) in exchange for capital contributions to Seller or Upstream
Equity Owner, as applicable, or the Facility being sold to and leased by Seller from a Tax Equity
Investor, in either case for the purpose of raising a portion of the funds needed to finance the
construction of the Facility by monetizing the Tax credits, depreciation and other tax benefits
associated with the Facility (including without limitation any transaction of the type described in
this definition that utilizes a lease or inverted lease structure), or (b) consisting of a Sale Leaseback
Financing.
“Tax Equity Investor” has the meaning set forth in the definition of “Tax Equity
Financing”.
“Termination Notice” has the meaning set forth in Section 13.4(a).
“Termination Payment” means a payment in an amount equal to the Non-Defaulting
Party’s (a) Losses, plus (b) Costs, minus (c) Gains; provided, however, that if such amount is a
negative number, the Termination Payment shall be equal to zero.
“Third Party Sale Replacement Price” has the meaning set forth in Section 6.2.
“Transmission Provider” means the Person operating the Transmission System to and
from the Point of Delivery.
“Transmission Services” means the transmission and other services required to transmit
Delivered Energy to or from the Point of Delivery.
“Transmission System” means the facilities utilized to provide Transmission Services.
“UNAVAILHRSm” has the meaning set forth on Appendix K-1.
“Unexcused Cause” has the meaning set forth in Section 14.6(b).
“UNFCCC” has the meaning set forth in the definition of “Environmental Attribute”.
“Upstream Equity Owner” means any upstream equity owner of Seller below Seller’s
Ultimate Parent.
“Variable Energy Resource Forecast” means the final forecast of the Energy to be
produced by the PV System prepared by the CAISO in accordance with the Eligible Intermittent
Resources Protocol for use in submitting a Schedule for the output of the PV System in the Real-
Time Market, and if such forecast is not available, the final forecast for the Energy in the Day-
Ahead Market.
“WECC” means the Western Electricity Coordinating Council.
“Western Interconnection” means the wide synchronous power grid overseen by the
WECC.
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“WREGIS” means Western Renewable Energy Generation Information System.
“WREGIS Certificates” has the meaning set forth in Section 8.4.
“WREGIS Operating Rules” means the rules describing the operations of the WREGIS,
as published by WREGIS.
“WREGIS Withhold Amount” has the meaning set forth in Section 11.2.
“YieldCo Partnership” means Daggett 2 TargetCo LLC, in whom one hundred percent
(100%) of the equity is owned directly or indirectly, by a combination of Clearway Energy Group
LLC, Clearway Energy, Inc., and Hannon Armstrong Sustainable Infrastructure.
“YieldCo Transfer” means any transaction or series of transactions in which the direct or
indirect interests in Seller are transferred to Clearway Energy, Inc., or a subsidiary of Clearway
Energy, Inc., and Hannon Armstrong Sustainable Infrastructure, or a subsidiary of Hannon
Armstrong Sustainable Infrastructure, following which (a) a majority of the economic interests in
the YieldCo Partnership is held, directly or indirectly, by Clearway Energy Group LLC and
Hannon Armstrong Sustainable Infrastructure and (b)(i) Clearway Energy, Inc., retains
management control over Seller, directly or indirectly through its capacity as the managing
member of the YieldCo Partnership, by contract or otherwise and (ii) Clearway Renewable
Operation & Maintenance LLC, or another Qualified Operator has been retained to perform the
operation and maintenance of the Facility. For the avoidance of doubt, if at any time clause (a) or
(b) is not satisfied, then Seller must comply with all requirements set forth in this Agreement with
respect to a Change in Control.
Other terms defined herein have the meanings so given when used in this Agreement with
initial-capitalized letters.
Section 1.2 Interpretation. In this Agreement, unless a clear contrary intention
appears:
(a) time is of the essence;
(b) the singular number includes the plural number and vice versa;
(c) reference to any Person includes such Person’s successors and assigns
(regardless of whether such Person’s successors and assigns are expressly referenced in the
provision) but, in case of a Party hereto, only if such successors and assigns are permitted by this
Agreement, and reference to a Person in a particular capacity excludes such Person in any other
capacity or individually;
(d) reference to any gender includes the other;
(e) reference to any agreement (including this Agreement), document, act,
statute, law, instrument, tariff or Requirement means such agreement, document, act, statute, law,
instrument, or tariff, or Requirement, as amended, modified, replaced or superseded and in effect
from time to time in accordance with the terms thereof and, if applicable, the terms hereof,
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regardless of whether the reference to the agreement, document, act, statute, law, instrument, tariff,
or Requirement expressly refers to amendments, modifications, replacements, or successors;
(f) reference to any Article, Section, or Appendix means such Article of this
Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be,
and references in any Article or Section or definition to any clause means such clause of such Article
or Section or definition;
(g) “hereunder,” “hereof,” “hereto” and words of similar import shall be
deemed references to this Agreement as a whole and not to any particular Article or Section or other
provision hereof or thereof;
(h) “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding such term, regardless of whether words
such as “without limitation” are expressly included in the applicable provision;
(i) relative to the determination of any period of time, “from” means “from and
including,” “to” means “to but excluding” and “through” means “through and including”;
(j) references to any amount of money shall mean a reference to the amount
in United States Dollars;
(k) unless otherwise indicated, reference to time shall always refer to Pacific
Prevailing Time; and reference to any “day” shall mean a calendar day, unless otherwise indicated;
and
(l) the term “or” is not exclusive, regardless of whether “and/or” is used in the
applicable provision.
ARTICLE II
EFFECTIVE DATE, TERM, AND EARLY TERMINATION
Section 2.1 Effective Date. This Agreement shall be effective as of the
Effective Date. No more than five (5) Business Days after the Effective Date, Seller shall deliver
(or caused to be delivered) to Buyer (a) copies of all resolutions and other documents evidencing
the limited liability actions described in Section 12.2(b), certified by an authorized representative
of Seller as being true, correct, and complete, (b) an incumbency certificate signed by the
secretary of Seller certifying as to the names and signatures of the authorized representatives of
Seller, and (c) the Legal Opinion. No more than ten (10) days after the Effective Date, Seller
shall deliver to Buyer the Project Development Security. No more than thirty (30) days after the
Effective Date, Seller shall deliver to Buyer, and Buyer shall have received evidence reasonably
satisfactory to Buyer that Seller continues to maintain Site Control.
Section 2.2 Term.
(a) Agreement Term. The term of this Agreement (the “Agreement Term”)
shall commence on the Effective Date and end on the last day of the Delivery Term or upon the
earlier termination of this Agreement in accordance with the terms hereof.
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(b) Delivery Term. This Agreement shall have a delivery term (the “Delivery
Term”) commencing on the Commercial Operation Date and ending at 11:59 p.m. on the date that
is twenty (20) years after the Commercial Operation Date, unless sooner terminated in accordance
with the terms of this Agreement.
Section 2.3 Survivability. The provisions of Section 2.3, 2.4, 13.4, 14.1
through 14.3, 14.8 through 14.22 and 14.25 shall survive for a period of one (1) year following
the termination of this Agreement. The provisions of ARTICLE I shall survive to the extent
necessary for the enforcement of other surviving provisions. The provisions of Sections 11.6 and
11.8 shall survive for a period of four (4) years following final payment made by Buyer
hereunder or the expiration or termination date of this Agreement, whichever is later. The
provisions of Section 5.7, ARTICLE VI, ARTICLE VIII, ARTICLE IX and Sections 11.1
through 11.5 and 11.7 shall continue in effect after termination to the extent necessary to provide
for final billing, adjustments, and deliveries (including the provision to Buyer of Replacement
Product or Shortfall Damages) related to any period prior to termination of this Agreement.
Section 2.4 Early Termination.
(a) Early Termination by Mutual Agreement. This Agreement may be
terminated by mutual written agreement of the Parties.
(b) Early Termination for Default. This Agreement may be terminated for
Default pursuant to Section 13.4.
(c) Early Termination for Failure to Obtain CEC Certification. Buyer may,
in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice
to Seller if Facility is not CEC Certified by the date that is six (6) months after the Commercial
Operation Date.
(d) Early Termination for Force Majeure. This Agreement may be
terminated pursuant to Section 14.6(c).
(e) Early Termination for Daily Delay Damages. Buyer may, in its sole
discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller,
if Seller incurs liability for Daily Delay Damages in an amount equal to, or in excess of, the amount
of the Project Development Security.
(f) Effect of Termination. Except as otherwise provided herein, any early
termination of this Agreement under this Section 2.4 shall be without prejudice to the rights and
remedies of a Party for Defaults occurring prior to such termination.
ARTICLE III
DEVELOPMENT OF THE FACILITY
Section 3.1 General.
(a) Project Design. Seller shall determine the proposed location, design, and
configuration of the Facility as it deems appropriate, subject to the Requirements, including the
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characteristics and other requirements for the Facility set forth in Appendix B-1, and also subject
to any conditions imposed by the lead agency or any responsible agency as part of the CEQA review
of the Facility and which Seller deems acceptable.
(b) Permitting. Seller, at its expense, shall timely take all steps necessary to
obtain all Permits required to construct, maintain, and operate the Facility in accordance with the
Requirements and for the performance of Seller’s obligations hereunder.
(c) Meetings with Governmental Authorities. Seller shall represent the
Facility as necessary in all meetings with and proceedings before all Governmental Authorities.
(d) Construction. Seller shall use commercially reasonable and diligent efforts
to site, develop, finance and construct the Facility. Seller shall develop, operate and maintain the
Facility, at its sole risk and expense, and in compliance with the Requirements and applicable
manufacturer’s and operator’s specifications and recommended procedures; provided, however,
meeting these requirements shall not relieve Seller of its other obligations under this Agreement.
Seller shall ensure that the construction of the Facility is governed by a project labor agreement,
community workforce agreement, work site agreement, collective bargaining agreement, or any
other similar agreements providing for the terms and conditions of employment with the applicable
labor organizations.
(e) Other Information. In addition to the reports required to be delivered
under this Agreement, including Section 3.5 and Section 5.6, Seller shall provide to Buyer such
other information regarding the permitting, engineering, construction or operations, of Seller, its
Subcontractors or the Facility, as Buyer or Buyer’s Authorized Representative may, from time to
time, reasonably request. Buyer and Buyer’s Authorized Representative shall be permitted to
inspect the Facility from time to time upon reasonable notice to Seller and during reasonable
business hours subject to Site safety protocols and orientation as set forth in Section 5.2, but Buyer
and Buyer’s Authorized Representative shall not interfere with the activities at the Facility and be
escorted while on the Site by an employee or other representative of Seller. Without limiting
Seller’s indemnification obligations in Section 14.19(a), the presence of Buyer, its representatives
or both on the Site shall be at Buyer’s sole expense and risk.
(f) Certification Regarding Debt. No less than thirty (30) days before the
Construction Start Date, and no more than ninety (90) days after the Commercial Operation Date,
Seller shall deliver to Buyer a certificate of Seller’s authorized officer, certifying that the amount
of debt Seller has incurred, if any, for construction and permanent operations of the Facility, as
applicable, considered in light of the types and amounts of other sources of capital used for the
Facility, (i) is within reasonable and prudent market norms given the size, type, and commercial
attributes of the Facility and (ii) poses no material risk to Seller’s liquidity or to Seller’s ability to
perform its obligations under the Agreement.
Section 3.2 Site Confirmation. Seller represents and warrants that (a) Seller’s
agents and representatives have visited, inspected and are familiar with the Site and its surface
physical condition relevant to the obligations of Seller pursuant to this Agreement, including
surface conditions, normal and usual soil conditions, roads, utilities, the presence, if any, of
archaeological and cultural artifacts and topography, and solar radiation, air and water quality
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conditions, (b) Seller is familiar with all local and other conditions that may be material to
Seller’s performance of its obligations under this Agreement (including, transportation, seasons
and climate, access, weather, the presence, if any, of endangered species, handling and storage
of materials and equipment, and availability and quality of labor and utilities), and (c) Seller has
determined that the Site constitutes an acceptable and suitable site for the construction and
operation of the Facility in accordance herewith. Any failure by Seller to take the actions
described in this Section 3.2 shall not relieve Seller from any responsibility for estimating
properly the difficulty and cost of successfully constructing, maintaining or operating the Facility
in accordance with this Agreement or from proceeding to construct, maintain and operate the
Facility successfully without any additional expense to Buyer. The foregoing shall not restrict
Seller’s right to claim Force Majeure hereunder to the extent the requirements therefor are
satisfied.
Section 3.3 Subcontracts.
(a) Seller shall not allow terms in any Subcontract that would interfere with
Buyer’s rights of access, inspection and audit provided for in this Agreement.
(b) Seller shall deliver to Buyer a schedule of the performance of initial
performance tests and other tests required under each Subcontract for Seller to achieve Commercial
Operation hereunder, which schedule may be updated by Seller (and provided to Buyer) from time
to time as needed based on the progress of the work.
Section 3.4 Certification of Commercial Operation Dates. Not less than
ninety (90) days prior to the date upon which Seller expects to achieve all of the conditions
precedent to Commercial Operation as specified in Appendix L-2, Seller shall give written notice
to Buyer of such expected date of Commercial Operation. Seller shall deliver written completion
certifications to Buyer in the form of Appendix L-2; provided, however, that (a) Buyer shall not
be obligated to accept a Commercial Operation Date that is earlier than the Expected Commercial
Operation Date unless Seller has provided Buyer with three (3) months’ notice of a proposed
earlier Expected Commercial Operation Date and (b) Commercial Operation is not achieved
earlier than March 31, 2023. Within ten (10) Business Days after delivery of Seller’s initial
certification, and thereafter within five (5) Business Days after Seller resubmits a certification,
Buyer shall in writing either accept or reject the certification in its reasonable discretion. Any
rejection of a certification shall specify in detail the specific substantive deficiencies upon which
it is based. Seller shall have the right to contest a rejection of its initial certification by providing
information or documentation demonstrating that no such deficiencies exist. Subject to Seller’s
right to contest a rejection of the initial certification, Seller shall promptly correct any defects or
deficiencies identified in a rejection and resubmit the certification within five (5) Business Days.
If, during the required time period, Buyer does not either accept or reject any certification, then
for all purposes of this Agreement Buyer shall be deemed to have accepted such certification.
The Commercial Operation Date shall be the date on which Seller delivered the certification that
is accepted or deemed accepted by Buyer as provided in this Section 3.4.
Section 3.5 Milestone Schedule; Delay Damages.
(a) Milestone Schedule, Reporting and Startup and Test Energy.
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(i) Attached as Appendix I is a milestone schedule with deadlines for
the development of the Facility through the Commercial Operation Date (each milestone,
a “Milestone” and each date by which a Milestone is to be completed, a “Milestone Date”).
Seller shall achieve each Key Milestone by the Milestone Date therefor and shall use
commercially reasonable efforts to achieve each other Milestone by the Milestone Date
therefor.
(ii) Until the Commercial Operation Date, Seller shall provide Buyer
with a report on a Monthly basis, except that Seller shall provide such report on a quarterly
basis until construction of the Facility commences, that includes: (1) a description of the
Site plan for the Facility, (2) a description of any planned changes to the Facility or Site
plan since the previously delivered report, (3) a bar chart schedule showing progress to
achieving the remaining Milestones with respect to the Facility, (4) a chart showing the
critical path schedule of major items and activities, (5) a summary of activities at the
Facility during the previous Month, (6) a forecast of activities during the then-current
Month, (7) a list of any significant developments or delays or other issues that could impact
Seller’s achievement of Milestones relating to the Facility by the applicable Milestone
Dates, and (8) pictures, in sufficient quantity and of appropriate detail, documenting
construction and startup progress with respect to the Facility.
(iii) If Seller anticipates that it will not achieve a Milestone by the
applicable Milestone Date (as such date may be extended pursuant to this Section 3.5),
Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial
Action Plan”), which shall set forth (1) the anticipated period of delay, (2) the basis for
such delay, (3) an outline of the commercially reasonable steps that Seller is taking to
address the delay and to ensure that future Milestones, including the Guaranteed
Commercial Operation Date, will be timely achieved, (4) a proposed revised date for
achievement of the applicable Milestone and (5) such other information and in such detail
as may be reasonably requested by Buyer. Except as set forth in Section 3.5(b), Seller shall
not have any liability for failure to timely achieve a Milestone other than the obligation to
submit a Remedial Action Plan; provided, however, that the foregoing shall not limit
Buyer’s right to exercise any right or remedy available under this Agreement or at law or
in equity for any other Default occurring concurrently with or before or after Seller’s delay
in achievement of the applicable Milestone.
(iv) Beginning no earlier than January 31, 2023, Seller shall have the
right to sell and deliver, and Buyer shall purchase and accept from Seller, Startup and Test
Energy at the rate for such Energy set forth in Appendix A-1, subject to Seller providing
thirty (30) days’ prior written notice to Buyer. Seller shall provide a schedule of its best
projection for delivery of Startup and Test Energy with its notice, which schedule shall be
subject to Buyer’s reasonable approval in all respects. Buyer may curtail Startup and Test
Energy, as a non-compensable curtailment, if necessary in its reasonable judgment, subject
to Section 7.4(b). For the avoidance of doubt, Buyer shall have the right, but shall have no
obligation hereunder, to purchase Startup and Test Energy at any time before January 31,
2023.
(b) Delays; Delay Damages.
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(i) Each Milestone Date (other than the Outside Commercial Operation
Date) may be extended, on a day-for-day basis to the extent Seller is actually, demonstrably
and unavoidably delayed in achieving such Milestone due to Force Majeure or an
Interconnection Delay. Notwithstanding anything to the contrary set forth in this
Agreement, the Outside Commercial Operation Date shall not be extended for any reason
whatsoever, including due to Force Majeure or any Interconnection Delay, and the failure
to achieve the Commercial Operation Date by the Outside Commercial Operation Date
shall be an immediate Default by Seller, not subject to extension or cure of any kind.
(ii) If Seller fails to achieve any Key Milestone by the applicable
Milestone Date (as such Milestone Date may be extended pursuant to Section 3.5(b)(i)),
Seller shall pay liquidated damages to Buyer for each day between the Milestone Date and
the date upon which such Key Milestone is achieved (or the Agreement is terminated by
Buyer) in the applicable daily liquidated damage amount set forth for such Key Milestone
in Appendix I (the “Daily Delay Damages”). For the avoidance of doubt, if multiple Key
Milestones are missed, Seller shall pay Daily Delay Damages for each Key Milestone. If
Seller fails to achieve the Construction Start Date by the date that is one hundred eighty
(180) days after the Milestone Date for the Construction Start Milestone, Buyer shall have
the right in its sole discretion and without penalty to (1) terminate this Agreement for a
Default under Section 13.4, or (2) allow Seller to continue to pay the Daily Delay Damages
to Buyer, during which time Buyer shall not terminate the Agreement based on Seller’s
failure to timely achieve the Construction Start Milestone. Seller shall pay to Buyer Daily
Delay Damages within seven (7) days after receipt of an invoice therefor from Buyer. If
Seller achieves (A) the Construction Start Milestone before the date that is six (6) months
prior to September 30, 2023 and (B) Commercial Operation by the Guaranteed Commercial
Operation Date, then Buyer shall refund to Seller any amounts previously paid to Buyer as
Daily Delay Damages for failure to achieve the Construction Start Milestone by the
Milestone Date therefor net of any costs and expenses incurred, or damages sustained, by
Buyer directly as a result of Seller’s failure to achieve the Construction Start Milestone. If
Seller fails to achieve the Construction Start Milestone on or before the date that is six (6)
months prior to September 30, 2023, Buyer shall be entitled to all Daily Delay Damages
accruing as a result of Seller’s failure to achieve the Construction Start Milestone by the
Milestone Date therefor even if Seller achieves Commercial Operation by the Guaranteed
Commercial Operation Date. If Seller fails to achieve Commercial Operation by the
Outside Commercial Operation Date, Buyer shall have the right in its sole discretion and
without penalty to terminate this Agreement for a Default under Section 13.4.
(iii) The Parties agree that the damages that Buyer would incur due to
Seller’s failure to timely achieve a Key Milestone would be difficult or impossible to
predict with certainty, and it is impractical or difficult to assess actual damages in those
circumstances, but the Daily Delay Damages are a fair and reasonable calculation of such
damages for Seller’s failure to achieve any Key Milestone by the Milestone Date therefor.
The payment of Daily Delay Damages as provided in this ARTICLE III are Buyer’s sole
remedy for Seller’s failure to timely achieve a Key Milestone, but shall not limit Buyer’s
right to (a) exercise any right or remedy available under this Agreement or at law or in
equity for any other breach or default occurring concurrently with, before, or after Seller’s
delay in achieving the applicable Key Milestone by the Milestone Date therefor, or (b)
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terminate this Agreement pursuant to Section 13.4, provided that the payment of Daily
Delay Damages shall be taken into account when determining any damages due Buyer for
such termination; provided further that in no event shall any damages, including Daily
Delay Damages, owed in connection with such termination exceed the limitation of liability
provided in Section 14.19(e).
Section 3.6 Decommissioning and Other Costs. Buyer shall not be
responsible for any cost of decommissioning or demolition of the Facility or any environmental
or other liability associated with the decommissioning or demolition of the Facility without
regard to the timing or cause of the decommissioning or demolition.
Section 3.7 CEC Certification. Seller shall provide Buyer with a copy of the
CEC pre-certification of the PV System at least thirty (30) days prior to the date on which Startup
and Test Energy is first delivered to Buyer. Promptly, but in no event more than ten (10) days
following the Commercial Operation Date, Seller shall file with the CEC all materials and
documents required to demonstrate that the Facility is entitled to be CEC Certified. Seller shall
promptly provide Buyer with copies of all submittals to the CEC and other correspondence
between Seller and the CEC. Failure by Seller to comply with the requirements set forth in this
Section 3.7 shall constitute a Default by Seller, subject to the cure periods set forth in
Section 13.1(b).
ARTICLE IV
OPERATION AND MAINTENANCE OF THE FACILITY
Section 4.1 General Operational Requirements. Seller shall, at all times:
(a) At its sole expense, operate and maintain the Facility in accordance with the
Requirements and the requirements of applicable manufacturer’s and operator’s specifications and
using commercially reasonable efforts to comply with any published recommendations of the
manufacturers and suppliers of the solar panels, battery and other major components of the Facility;
(b) At its sole expense, operate and maintain the Facility using a Qualified
Operator in accordance with the Requirements;
(c) Use qualified and trained personnel for managing, operating and
maintaining the Facility and for coordinating with Buyer, and ensure that necessary personnel are
available on-site or on-call twenty-four (24) hours per day following the Commercial Operation
Date and during the Delivery Term (for the avoidance of doubt, in no event will the operation of
the Facility or any portion thereof by a third party, nor shall Buyer’s approval of any third-party
operator, relieve Seller of any of its obligations hereunder);
(d) Operate and maintain the Facility with due regard for the safety, security
and reliability of the interconnected facilities and Transmission System; and
(e) Ensure that the instantaneous AC output from the Facility does not exceed
the PV Contract Capacity.
Section 4.2 Operation and Maintenance Plan.
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(a) General. Seller shall (i) devise and implement a plan of inspection,
maintenance, and repair for the Facility and the components thereof (including a schedule for such
inspections, maintenance and repairs) in order to maintain such equipment in accordance with
Prudent Utility Practices, (ii) complete all such inspections, maintenance and repair of the Facility,
and the components thereof, on a timely basis according to such plan and (iii) shall keep records
with respect to inspections, maintenance, and repairs thereto. The aforementioned plan and all
records of such activities shall be available for inspection by Buyer during Seller’s regular business
hours upon reasonable notice.
(b) After Commercial Operation. Following the Commercial Operation
Date, Seller shall provide to Buyer, on a quarterly basis, summaries or redacted versions of any
regularly prepared operations and maintenance status reports of the Facility provided to WECC or
the Facility Lenders.
Section 4.3 Operation and Use of the BESS; Grid Charging.
(a) Seller shall procure, install, configure, operate, and maintain the BESS in a
manner consistent with meeting all of the BESS Performance Guarantees described in Section 9.6
of this Agreement and shall otherwise cause the BESS to provide the services contemplated herein,
and to operate throughout the Agreement Term, in accordance with the terms and conditions of this
Agreement. Buyer or Buyer’s agent shall have the exclusive right to schedule or designate the
BESS to charge or discharge via the BESS Instructions, subject to the Operating Restrictions. Other
than auxiliary/parasitic load, Seller shall not dispatch or operate the BESS other than via the BESS
Instructions. Seller shall implement safeguards, notices, and advance warning systems into the
BESS to prohibit operation of the BESS outside of the limitations set forth in this Section 4.3.
(b) Grid Charging. Seller shall design and construct the BESS as an integrated
part of the PV System, and during the Recapture Period, notwithstanding any other provision of
this Agreement, the BESS shall be charged exclusively using PV System Energy. After the end of
the Recapture Period, in order to optimize the benefits of the Facility, Seller shall make
reconfigurations of, or adjustments to, the Facility or interconnection facilities as necessary to allow
for grid charging of the BESS at no additional cost and as soon as is reasonably practicable.
Section 4.4 Outages.
(a) Unless otherwise agreed, subject to compliance with Section 4.4(b), Seller
shall be permitted to reduce deliveries of Product during any Scheduled Outage. To the extent notice
is not already required under the terms hereof, Seller shall notify Buyer as soon as practicable of
any extensions to any Scheduled Outage and expected end dates thereof. Between June 1st and
September 30th, Seller shall not schedule non-emergency maintenance that reduces the PV System
Energy or the BESS Contract Capacity of the BESS, unless (1) (i) such Scheduled Outage complies
with the CAISO Tariff and all applicable rules and regulations of CAISO, (ii) is required to avoid
damage to the Facility, (iii) such maintenance is necessary to maintain equipment warranties and
cannot be scheduled outside the period of June 1st to September 30th, and (iv) such Scheduled
Outage is required in accordance with Prudent Utility Practices, or (2) the Parties agree otherwise
in writing.
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(b) Buyer and Seller shall cooperate to minimize Scheduled Outages during
specified periods of time during each calendar year in accordance with Prudent Utility Practices
and this Section 4.4 (such periods, the “Major Maintenance Blockout”). No later than one hundred
twenty (120) days prior to the anticipated Commercial Operation Date and the commencement of
each Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance
Blockout. In the absence of such updated notification, the most recent previous Major Maintenance
Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during
the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller
shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major
Maintenance Blockouts during such hours when solar irradiance levels are insufficient to permit
the production of Energy, if such maintenance is permitted under the CAISO Tariff and conducted
in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements
of the Transmission Provider). In addition, no later than sixty (60) days prior to the anticipated
Commercial Operation Date, and for each calendar year thereafter, no later than the deadline for
providing the CAISO with proposed maintenance outages for the following year as described in the
CAISO Tariff, Seller shall provide the CAISO and Buyer with its non-binding written projection
of all Scheduled Outages for the succeeding calendar year (the “Scheduled Outage Projection”)
reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout.
In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer
consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include
information concerning all projected Scheduled Outages during such period, including (A) the
anticipated start and end dates of each Scheduled Outage; (B) a description of the maintenance or
repair work to be performed during the Scheduled Outage; and (C) the anticipated MW of
operational capacity of the PV System, the BESS and the Facility, if any, during the Scheduled
Outage. Seller shall use commercially reasonable efforts to notify Buyer of any change in the
Scheduled Outage Projection as soon as practicable, but in no event later than sixty (60) days prior
to the newly scheduled date for the Scheduled Outage. Seller shall use commercially reasonable
efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled
Outages and shall, to the extent feasible and consistent with Prudent Utility Practices, (x) arrange
for Scheduled Outages to occur between October 1 and May 1 of each year (or such other period
as reasonably determined by Buyer from time to time) and coincident with planned transmission
outages, but not to overlap with the Major Maintenance Blockout and (y) cause not more than fifty
percent (50%) of the PV Contract Capacity to be unavailable during any Scheduled Outages. In
the event of a System Emergency, Seller shall use commercially reasonable efforts to reschedule
any Scheduled Outage previously scheduled so that it occurs during the System Emergency.
(c) Seller shall report all outages, including all Forced Outages and Scheduled
Outages, to CAISO in accordance with the CAISO Tariff and all applicable rules and regulations
of CAISO. In addition, Seller shall notify Buyer immediately upon identification of a situation
likely to result in a Forced Outage occurring within a twenty-four (24) hour period that is likely to
cause or require removal of the PV System, the BESS or the Facility from service, or a reduction
in the maximum output capability of the PV System, the BESS or the Facility by one (1) MW or
more from the value most recently recorded in the Web Outage Management System for the
CAISO. For all other Forced Outages, Seller shall provide Buyer with as much advance notice as
practicably possible, but in all cases, shall notify Buyer and the CAISO within thirty (30) minutes
after the commencement of the Forced Outage. Seller shall provide detailed information
concerning each Forced Outage, including (i) the start and anticipated end dates of the Forced
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Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance
or repair work to be performed during the Forced Outage; and (iv) the anticipated MW of
operational capacity, if any, during the Forced Outage. Seller shall exercise commercially
reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages.
(d) In addition to the requirements set forth in Section 4.4(a), Section 4.4(b)
and Section 4.4(c), the Parties shall cooperate to develop mutually acceptable procedures for
addressing Scheduled Outages and any other outages arising in connection with the Facility.
(e) In the event of any inconsistency between the provisions in this Section 4.4
and any applicable requirements of CAISO, such CAISO requirements shall govern.
ARTICLE V
COMPLIANCE DURING CONSTRUCTION AND OPERATIONS; SECURITY
Section 5.1 In General.
(a) Facility Covenants. Seller shall perform, or cause to be performed, all
development, engineering, design and construction of the Facility in a good and workmanlike
manner and in accordance with the Requirements. Seller shall obtain from the manufacturers of the
equipment installed in the PV System and the BESS warranties and performance guarantees of
market-standard terms of years and sufficient to allow Seller to meet the performance guarantees
set forth in this Agreement. Seller shall not create, incur, assume or permit to exist any Lien other
than Permitted Encumbrances on any portion of the Facility or the Site without the prior written
approval of Buyer. Seller shall, throughout the Delivery Term, monitor the operation and
maintenance of the Facility to ensure that the Facility, and said operation and maintenance, is, and
will be, in full compliance with Prudent Utility Practices, other Requirements applicable to the
Facility, Seller’s Quality Assurance Program, and any other provisions of this Agreement.
(b) Equipment Suppliers. Seller shall only engage with Approved Vendors for
the solar panels and batteries to be incorporated into the Facility.
Section 5.2 Buyers’ Rights to Monitor in General. Buyer shall have the right,
and Seller shall permit Buyer and its Authorized Representative, advisors, engineers and
consultants, upon reasonable advance notice to observe, inspect, review and monitor all
construction, operations and activities of the Facility, including (a) reviewing and monitoring (x)
the installation of the equipment, start up and testing, and Commercial Operation of the Facility,
and (y) all initial performance tests during Facility start-up and all tests required under the
Subcontracts to be performed prior to each Milestone and achievement of Commercial Operation
and (b) performing such detailed examinations and inspections as, in the judgment of Buyer, are
appropriate and advisable to determine that the Facility equipment and ancillary components of
the Facility have been installed in accordance with the Requirements and (c) making notes about
and copying all non-confidential or non-proprietary documents, drawing, plans, specifications,
permits, test results, and information as Buyer may reasonably request; provided that such
activities on the part of Buyer and its Authorized Representative shall be coordinated with Seller
so as to not interfere with the construction or operation of the Facility. Seller shall endeavor to
provide Buyer at least ten (10) Business Days prior notice of the commencement of any
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performance tests. Seller shall cause its personnel, consultants, and contractors to be available
to, and cooperate in all reasonable respects with, Buyer and its Authorized Representative,
advisors, engineers, and consultants at reasonable times and with prior notice for purposes of
Buyer’s exercise of its rights under this Section 5.2; provided that in no event shall Seller be
required to reschedule any such tests should Buyer or its representatives not be available on the
scheduled date for such tests. Upon any visit to the Site, Buyer and its representatives shall: (i)
not interfere with the orderly progression of the work on Site or operation of the Facility; (ii)
follow Seller’s rules and policies with respect to safety and protection of property and the
environment; and (iii) be escorted while on the Site by an employee or other representative of
Seller. Without limiting Seller’s obligations under Section 14.19, the presence of Buyer, its
representatives or both on the Site shall be at Buyer’s sole expense and risk. From and after the
Commercial Operation Date, except in the event of a System Emergency, Seller shall
accommodate Buyer’s requests to visit the PV System or the Facility during Seller’s regular
business hours upon reasonable notice.
Section 5.3 Effect of Review by Buyer. Any review by Buyer or a Buyer’s
Authorized Representative of the design, construction, engineering, operation or maintenance of
the Facility, or observation of any testing, is solely for the information of Buyer. Buyer shall
have no obligation to share the results of any such review or observations with Seller, nor shall
any such review or the results thereof (whether or not the results are shared with Seller), nor any
failure to conduct any such review, nor any observation of testing or failure to observe testing,
relieve Seller from any of its obligations under this Agreement. By making any such review or
observing any such testing, Buyer makes no representation as to the economic and technical
feasibility, operational capability or reliability of the Facility. Seller shall in no way represent
to any third party that any such review by Buyer or Buyer’s Authorized Representative of the
Facility thereof, including any review of the design, construction, operation or maintenance, is a
representation by Buyer as to the economic and technical feasibility, operational capability or
reliability of the Facility. Seller is solely responsible for the economic and technical feasibility,
operational capability and reliability thereof.
Section 5.4 Compliance with Standards.
(a) Seller shall cause the Facility and all parts thereof to be designed,
constructed, tested, operated and maintained to meet all of the requirements of this Agreement, all
applicable requirements of the latest revision of the ASTM, ASME, EPA, IEEE, IEC, ISA, National
Electrical Code, National Electric Safety Code, OSHA, Uniform Building Code, Uniform Plumbing
Code, Underwriters Laboratory Standards, National Fire Protection Agency as well as the
applicable local County Fire Department Standards of the applicable county, NERC Reliability
Standards, as applicable, and other codes and standards and operations and maintenance
requirements applicable to the services, equipment, and work as generally shown in this Agreement,
as well as all applicable Requirements of Law not specifically mentioned in this Section 5.4,
including any presidential executive order, prohibition order, or other guidance by the U.S.
government restricting the use of equipment supplied by vendors or manufacturers located in or
controlled by foreign adversary countries that might be used to harm the U.S. bulk-power system;
provided that, for the avoidance of doubt, Seller shall use commercially reasonably efforts, but shall
not be obligated, to comply with any non-mandatory recommendations, or voluntary best practices,
in any of the foregoing so long as Seller follows Prudent Utility Practices. Seller shall comply with
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all reporting requirements for the Facility required under Requirements of Law (including providing
such information to Buyer as required thereunder).
(b) Seller shall cause all of its personnel and systems to adhere to any physical
and cyber-related security policies, standards, requirements, and procedures applicable to the
Facility under Requirements of Law and Prudent Utility Practices, including requirements that may
be imposed by FERC, NERC, WECC, the United States Department of Energy, the EPA, or the
United States Department of Homeland Security, as well as any applicable cyber-related policies
and procedures of Buyer notified to Seller. Seller shall implement and maintain security measures
reasonably consistent with the foregoing designed to (i) ensure the security and confidentiality of
Buyer’s Confidential Information, (ii) prohibit unauthorized access to Buyer’s Confidential
Information stored on or procured through servers, equipment, or repositories used by Seller or
otherwise handled by Seller, (iii) protect against any anticipated threats or hazards to the security
and integrity of Buyer’s Confidential Information, and (iv) ensure the proper disposal of Buyer’s
Confidential Information.
Section 5.5 Quality Assurance Program. Seller agrees to maintain and
comply with a written quality assurance policy (“Quality Assurance Program”) attached hereto
as Appendix G, and Seller shall cause all work performed on or in connection with the Facility
to materially comply with said Quality Assurance Program.
Section 5.6 Reporting and Information. Following the Commercial
Operation Date, Seller shall provide to Buyer (a) monthly reports in a form to be agreed upon by
Buyer and Seller regarding the performance of the Facility and (b) quarterly reports in a form to
be agreed upon by Buyer and Seller regarding the operations and maintenance of the Facility;
provided that Seller shall be deemed to have satisfied this obligation during any quarter in which
Seller provides to Buyer the reports set forth in Section 4.2(b). Seller shall have no obligation to
report any information subject to any confidentiality protections imposed by applicable law or a
confidential settlement proceeding or agreement.
Section 5.7 Performance Security.
(a) Within ten (10) days after the Effective Date, Seller shall deliver to Buyer
an Acceptable Form of Performance Assurance in the aggregate amount of Nine Million Eight
Hundred Thousand Dollars ($9,800,000), which Acceptable Form of Performance Assurance shall
secure Seller’s obligations under this Agreement prior to the achievement of the Commercial
Operation Date (the “Project Development Security”). Seller shall maintain the Project
Development Security until the Commercial Operation Date, or until Buyer is required to return the
Project Development Security under Section 5.7(c).
(b) As a condition to the achievement of the Commercial Operation Date, Seller
shall deliver to Buyer an Acceptable Form of Performance Assurance in the aggregate amount of
Fourteen Million Seven Hundred Thousand Dollars ($14,700,000) which Acceptable Form of
Performance Assurance shall secure all Seller’s obligations under this Agreement from and after
the Commercial Operation Date, (the “Delivery Term Security”). Seller shall maintain the Delivery
Term Security in the required amount until the end of the Delivery Term or until Buyer is required
to return the Delivery Term Security to Seller as set forth in Section 5.7(c).
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(c) Buyer shall return the unused portion of the (i) Project Development
Security, if any, to Seller promptly after: (A) the later of (1) Seller’s provision of the Delivery Term
Security, unless Seller elects to apply the Project Development Security toward the Delivery Term
Security and (2) the payment of all Daily Delay Damages due and owing to Buyer or (B) the
effective date of any early termination of the Agreement by Buyer promptly upon payment of all
damages due and owing to Buyer, and (ii) Delivery Term Security, if any, to Seller promptly after:
(A) the Agreement Term has ended, and (B) all obligations of Seller arising under this Agreement
are paid (whether directly or indirectly such as through set-off or netting) or performed in full.
(d) Buyer may draw on the Performance Security (i) at any time following
Seller’s failure to timely pay Daily Delay Damages when due hereunder in the amount of such
Daily Delay Damages or any other liquidated damages provided for hereunder, (ii) upon Seller’s
failure to pay Buyer the Shortfall Damages prior to the end of the Shortfall Makeup Period as
provided in Section 9.3, (iii) upon Seller’s failure to make any other payment due to Buyer
hereunder in the amount of such unpaid payment, including any Termination Payment or (iv) upon
the occurrence and during the continuation of any event of Default to pay all amounts due to Buyer
hereunder at such time and all damages, costs, losses, expenses and other liabilities incurred by
Buyer or its Indemnitees resulting from such event of Default. Buyer may draw all or any part of
such amounts due to Buyer from any form of security provided under this Section 5.7, and in any
sequence Buyer may elect, in its sole discretion. Any failure of, or delay by, Buyer in electing to
draw any amount from the Performance Security shall in no way prejudice Buyer’s rights to
subsequently recover such amounts from the Performance Security or in any other manner. Within
five (5) Business Days following any draw by Buyer on the Delivery Term Security, Seller shall
replenish the amount drawn such that the Delivery Term Security is restored to the applicable
amount set forth in Section 5.7(b).
(e) Seller shall notify Buyer of the occurrence of a Downgrade Event within
five (5) Business Days after obtaining knowledge of the occurrence of such event. Buyer shall
notify Seller if at any time Buyer is directed by a Governmental Authority to terminate any
relationship with the issuer of any Performance Security. If at any time there shall occur a
Downgrade Event or Seller receives notice of Buyer’s termination of its relationship with the issuer
of any Performance Security, Seller shall replace such Performance Security within ten (10)
Business Days after such Downgrade Event or receipt of such notice. Such replacement security
shall meet the requirements of this Section 5.7. If the replacement Performance Security is not
provided by Seller, Buyer shall have the right to demand payment of the full amount of the
Performance Security, and Buyer shall retain such amount in order to secure Seller’s obligations
under this Agreement; provided that if and to the extent such amount exceeds payment and
performance in full of all of Seller’s obligations under this Agreement, Buyer shall refund the
excess to Seller promptly after all such obligations of Seller under this Agreement have been paid
or performed in full.
(f) The Project Development Security shall remain in place from the date it is
effective in accordance with clause (a) above until the Commercial Operation Date and the Delivery
Term Security shall remain in place continuously for the entire Delivery Term (except, in each case,
to the extent drawn upon as provided herein). If any Performance Security is in the form of a letter
of credit expiring before the Commercial Operation Date (in the case of Project Development
Security) or the end of the Delivery Term (in the case of Delivery Term Security), Seller shall cause
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their renewal or extension for additional consecutive terms of three hundred sixty (360) Days or
more (or, if shorter, the remainder of the time such Performance Security must remain in place in
accordance with the prior sentence) no later than thirty (30) Days prior to each expiration date of
such letter(s) of credit and written proof of such renewal shall be provided to Buyer as soon as
practicable thereafter, but in no event later than fifteen (15) Days prior to the expiration of the same.
If any such letter of credit is not renewed or extended as required herein or does not constitute an
Acceptable Form of Performance Assurance, Buyer shall have the right to draw immediately upon
the entire amount of such letter of credit and to place the amounts so drawn which shall thereafter
be treated by Buyer as Performance Security hereunder, at Seller’s cost and with Seller’s funds, in
an account controlled by Buyer until and unless Seller provides a substitute Acceptable Form of
Performance Assurance.
(g) Seller shall, from time to time as requested by Buyer’s Authorized
Representative, execute, acknowledge, record, register, deliver and file all such notices, statements,
instruments and other documents as may be necessary to render fully valid, perfected and
enforceable under all Requirements of Law the Performance Security and the rights, Liens and
priorities of Buyers with respect to such Performance Security. Notwithstanding the other
provisions of this Agreement, but subject to the cap in Section 14.19(e), the Performance Security:
(i) constitutes security for, but is not a limitation of, Seller’s obligations under this Agreement, and
(ii) shall not be Buyers’ exclusive remedy against Seller for Seller’s failure to perform in accordance
with this Agreement.
ARTICLE VI
PURCHASE AND SALE OF PRODUCT
Section 6.1 Deliveries; Purchases by Buyer.
(a) Seller shall deliver to Buyer, and Buyer or its designee shall receive from
Seller under this Agreement, the Delivered Energy at the Point of Delivery. Notwithstanding
anything to the contrary contained in this Agreement, Buyer shall be under no obligation to
purchase, receive or pay for any PV System Energy in excess of the Maximum Delivery Rate. Seller
shall use commercially reasonable efforts to achieve the Annual Contract Quantity in each Contract
Year.
(b) Seller shall sell and deliver, and Buyer shall purchase and accept, all PV
Delivered Energy delivered under Section 6.1(a) at the Contract Price.
(c) During each Month, Buyer shall pay the BESS Capacity Payment to Seller.
Section 6.2 Third Party Sales. Except as provided in ARTICLE IX, in no
event shall Seller have the right to procure Energy from sources other than the Facility for sale
and delivery pursuant to this Agreement. During the Agreement Term and subject to the terms
and conditions of this Agreement, all of the Energy from the Facility (and associated
Environmental Attributes and Capacity Rights) shall be dedicated to Buyer. Except with the prior
written consent of Buyer, Seller shall not sell or otherwise transfer all or any part of the Products
required to be delivered by Seller under this ARTICLE VI, ARTICLE VII, ARTICLE VIII or
ARTICLE X. An intentional violation of this Section 6.2 shall be an immediate Default, and in
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addition to any other rights and remedies available to it under Section 13.2, Seller shall pay
Buyer, on the date payment would otherwise be due to Seller, an amount for each MWh of such
deficiency equal to the positive difference, if any, obtained by subtracting (A) the price per MWh
that would have been payable by Buyer for the Energy had such Energy been delivered to the
Point of Delivery as PV Delivered Energy from (B) the sum of (1) the Market Price Index for
such Energy and (2) the Green Value associated therewith (the “Third Party Sale Replacement
Price”). Buyer shall provide Seller prompt written notice of the Third Party Sale Replacement
Price, together with back-up documentation (including reasonable documentation as to the
foregoing calculation and each component thereof). The remedy set forth in this Section 6.2 is
in addition to, and not in lieu of, any other right or remedy of Buyer, under this Agreement or
otherwise, for failure of Seller to sell and deliver the Products as and when required by this
Agreement.
ARTICLE VII
TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS; COMPLIANCE
Section 7.1 Transmission and Interconnection. Seller shall (a) arrange and be
responsible for any Transmission Services required to transmit and deliver Delivered Energy to
the Point of Delivery and Replacement Energy to the Point of Delivery or a point of
interconnection with the CAISO grid , and (b) arrange and pay for the interconnection of the
Facility to the CAISO grid, including all costs, expenses, fees, charges, and other amounts
associated therewith. If Replacement Energy is delivered to a point of interconnection other than
the Point of Delivery, Seller shall pay Buyer the amount, if any, by which the Real-Time LMP
at such point of interconnection is less than the Real-Time LMP at the Point of Delivery.
Section 7.2 Scheduling Coordinator; CAISO Cost Allocation. Buyer or
Buyer’s designee shall act as Scheduling Coordinator for the Facility and shall Schedule all
Energy from the Facility on a day-ahead and real-time basis in accordance with the Scheduling
Procedures, this Agreement, and all CAISO and other applicable requirements. Seller shall cause
the Facility to have two separate resource IDs with CAISO for Scheduling purposes (one ID for
each of the PV System and the BESS). Buyer shall be financially responsible for all costs,
expenses, fees, charges, credits, penalties, sanctions, and other amounts associated with
Scheduling the Delivered Energy into the CAISO grid, other than any such costs, expenses, fees,
charges, credits, penalties, sanctions, and other amounts incurred by Buyer as a result of Seller’s
failure to (a) perform any covenant under this Agreement, including but not limited to the failure
to provide required notices for outages of the Facility, or Seller’s failure to comply with any
curtailment order or any data request or (b) comply with any CAISO Tariff requirements.
Section 7.3 Forecasting and Scheduling of Energy.
(a) Except upon the occurrence of a curtailment under Section 7.4, Buyer, as
the Scheduling Coordinator, shall Schedule all Delivered Energy in accordance with the Scheduling
Procedures, Operating Restrictions, the CAISO Tariff, NERC and WECC operating policies and
criteria, and any other applicable guidelines, based on either the then-most-current forecast of
energy provided under the Variable Energy Resource Forecast, or Seller’s daily forecasts under
Section 7.3(c). Seller, at its own cost, shall install metering, telemetry and control equipment so as
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to be able to provide Delivered Energy to the Point of Delivery and respond to CAISO,
Transmission Provider, or reliability coordinator’s dispatch orders.
(b) Seller will take all actions, at its sole cost and expense, required to comply
with the Eligible Intermittent Resources Protocol and the New Resource Implementation Process.
Whenever applicable, Seller shall comply with EIRP and NRIP and all additional tariffs and
protocols issued by the CAISO relating to eligible intermittent resources, non-generator resources,
or storage facilities during the Delivery Term.
(c) Seller shall provide, or shall cause its designee to provide, the following
non-binding forecasts, and any updates to such forecasts, to the Scheduling Coordinator and Buyer
based on the most current forecast of PV Delivered Energy and Replacement Product:
(i) At least one hundred twenty (120) days before the scheduled
Commercial Operation Date.
(ii) No later than ten (10) Business Days before the beginning of each
Month during the Delivery Term, a non-binding forecast of each day’s average hourly
deliveries of PV Delivered Energy and Replacement Product for the following Month.
(iii) By 5:30 a.m. Pacific Prevailing Time on the Business Day
immediately preceding each day of delivery of PV Delivered Energy and Replacement
Product during the Delivery Term, a copy of a non-binding hourly forecast of deliveries of
PV Delivered Energy and Replacement Product for each hour of the immediately
succeeding day. Any forecast provided on a day prior to any non-Business Day shall
include forecasts for the immediate day, each succeeding non-Business Day and the next
Business Day. Seller shall, by 10:00 a.m. Pacific Prevailing Time, provide to the
Scheduling Coordinator and Buyer a copy of any updates to such forecast indicating a
change in forecasted PV Delivered Energy from the then-current forecast.
(iv) Prior to 12:00 p.m. Pacific Prevailing Time of the Business Day
immediately preceding each WECC Prescheduling Day (as defined by WECC) for each
hour of the Delivery Day (as defined by WECC) in MW or MWh units (as applicable), in
the format reasonably acceptable to Buyer, a non-binding preschedule forecast of PV
Delivered Energy and Replacement Product via email. The pre-scheduled amounts of PV
Delivered Energy and Replacement Product shall be the good faith estimate of Seller or
Seller’s designee of the anticipated delivery of PV Delivered Energy and Replacement
Product at the time. A forecast provided a day prior to any non-Business Day shall include
forecasts for the next day, each succeeding non-Business Day and the next Business Day.
Seller or Seller’s designee shall provide a copy of any and all updates to the forecast of the
Facility’s availability from the then-current forecast. Except for Forced Outages, Seller
shall operate the Facility with the objective that, for each hour scheduled, the actual Facility
availability shall be maintained in accordance with the pre-schedule plan submitted by
Buyer to Seller in accordance with the Scheduling Procedures.
(d) Seller shall notify the Scheduling Coordinator and Buyer via email,
telephone, or other mutually acceptable method, of any hourly changes due to a change in Facility
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availability or an outage no later than one hundred five (105) minutes prior to the start of such
Scheduling hour, or such other limit as specified in the CAISO Tariff. Seller shall notify the
Scheduling Coordinator and Buyer of other unanticipated changes in availability by email or
telephone as promptly as reasonably possible. Any notice delivered under this Section 7.3(d) shall
include the reason for the outage and an estimated duration of the outage. Once the outage has
ended, Seller shall notify Buyer that the outage has ended, the cause of the outage, and the actions
taken to resolve the outage in order for the CAISO outage report to be updated accordingly.
(e) Seller shall develop and install all communications systems necessary for
the operation of the Facility in accordance with Prudent Utility Practices, including
communications systems that provide for (w) the receipt and following of automated dispatch
instructions from the CAISO, (x) enabling of automated generation control capability for Ancillary
Services, (y) an online-based user interface for Buyer to monitor the BESS status in real time,
including the BESS’ state of charge and all other relevant operating parameters of the BESS, and
(z) data feed between the PV System and the BESS. No later than ninety (90) days prior to the date
on which Startup and Test Energy is first received from the Facility, Buyer and Seller shall agree
upon a communications protocol with respect to the matters set forth in the foregoing sentence,
clauses (i)-(iv) below, and such other matters concerning communications to or from the BESS as
Seller and Buyer shall deem appropriate (the “BESS Communication Protocol”). Commencing
on the first date on which Startup and Test Energy is received from the Facility, and continuing
throughout the Delivery Term, Seller shall provide to Buyer the following data on a real-time basis,
upon request and in a format that reasonably allows Buyer to copy, paste or otherwise use such
data:
(i) Read-only access via secure login credentials for information
collected by the SCADA system related to (A) availability of the BESS for Energy that is
charged and discharged, and (B) state of charge, grid charging, operating modes, and set
points of the BESS;
(ii) Read-only access to meteorological and related solar measurements,
megawatt capacity and any other Facility availability information required in accordance
with EIRP requirements;
(iii) Read-only access via secure login credentials to Energy output
information collected by the SCADA system for the Facility; provided that if Buyer is
unable to access the Facility’s SCADA system, then upon written request from Buyer,
Seller shall provide energy output information to Buyer in five (5) minute intervals in a
format and on a frequency acceptable to Buyer. Seller shall store such information for up
to three (3) months after delivery thereof to Buyer; and
(iv) Read-only access to all Electric Metering Devices (including the PV
Energy Meter, the BESS Energy Meter and the Electric Metering Device at the Point of
Interconnection).
(f) Seller will provide Buyer (or its designee) with continuously updated non-
binding hourly forecasts of deliveries of PV Delivered Energy and Replacement Product for each
hour of the succeeding twenty-four (24)-hour period via an internet website accessible via secure
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login credentials. Seller shall attempt to optimize the estimates for such time period two (2) hours
prior to such forecasts. Seller shall enable such forecasts to be prepared in accordance with
mutually agreed upon communications protocols between Seller, Scheduling Coordinator and
Buyer as they are implemented or upgraded from time to time in accordance with Prudent Utility
Practices.
(g) Seller, the Scheduling Coordinator and Buyer shall mutually develop
forecasting and Scheduling procedures in addition to those set forth in this Section 7.3,
(“Scheduling Procedures”) that allow Buyer to control when it receives PV Delivered Energy and
BESS Metered Output from the Facility and that are in compliance with all applicable Requirements
and requirements of the Transmission Provider, CAISO, NERC, WECC, and any balancing
authority involved in the Scheduling of Energy under this Agreement. Seller and the Scheduling
Coordinator shall promptly cooperate with Buyer to make any reasonably necessary and appropriate
modifications to the Scheduling Procedures as may be required or requested by Buyer from time to
time.
Section 7.4 Curtailment.
(a) Seller shall reduce deliveries of Delivered Energy to the Point of Delivery
immediately upon notice from the CAISO, a Transmission Provider, or any balancing authority or
reliability entity during Curtailment Periods. Buyer shall be excused from receiving any PV
Delivered Energy from Seller and shall not be obligated to pay Seller for the amount of reduced PV
Delivered Energy arising during a curtailment under this Section 7.4(a). If required by Buyer, the
CAISO, a Transmission Provider, or any balancing authority or reliability entity, Seller shall
provide the capability to implement curtailments and adjust ramp rates, megawatt output, and (if
applicable) megavar output in real-time by means of setpoints received from the SCADA system
of Seller.
(b) In addition to the curtailments described in Section 7.4(a), Buyer may
curtail deliveries of PV Delivered Energy (including for economic reasons, including bid offers into
CAISO), at any time and for the duration specified by Buyer. Seller shall comply with such request
in accordance with Prudent Utility Practices. Seller shall respond to Buyer curtailment notices
(including the end of such curtailment periods) in accordance with Prudent Utility Practices. Buyer
shall not unreasonably curtail Startup and Test Energy. Buyer shall pay Seller for any Deemed
Generated Energy associated with a circumstance described in subpart (d) of the definition of
Excused Conditions or a Compensable Curtailment in an amount equal to the applicable Contract
Price; provided, however, Seller shall use commercially reasonable efforts to sell PV System
Energy (but not the Environmental Attributes or Capacity Rights associated therewith) equaling the
amount of such Deemed Generated Energy associated with a Compensable Curtailment to third
parties at a positive price to the extent permitted under the CAISO Tariff. To the extent any PV
System Energy is sold to a third party under this Section 7.4(b), the obligation to pay the amounts
set forth for a curtailment by Buyer under this Section 7.4(b) shall be reduced accordingly by an
amount equal to the net proceeds Seller receives from such sales of PV System Energy (after
subtracting any Scheduling fees, wheeling charges, and other associated costs, fees, and reasonable
expenses incurred in connection with such sales). All Environmental Attributes and Capacity
Rights associated with such PV System Energy sold to third parties shall be delivered at no
additional cost to Buyer.
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(c) “Deemed Generated Energy” means the amount of energy, expressed in
MWh, that the PV System would have produced and delivered to the Point of Delivery as PV
Delivered Energy during any applicable Excused Condition, which amount shall be equal to (i) the
amount of MWh that would have been delivered to the Point of Delivery provided for in the
Variable Energy Resource Forecast applicable to the applicable Excused Condition period,
regardless of whether Seller is participating in the EIRP during this period, less (ii) the amount of
PV Delivered Energy delivered to the Point of Delivery during the applicable Excused Condition,
if any, or, if there is no Variable Energy Resource Forecast available, (A) an amount of MWh
calculated based on an equation that incorporates relevant Facility availability, weather and other
pertinent data for the period of time during the applicable Excused Conditions in order to
approximate the amount of PV Delivered Energy that would have been delivered, less (B) the
amount of PV Delivered Energy delivered to the Point of Delivery during the applicable Excused
Conditions, if any; provided that, if the applicable difference calculated pursuant to either of the
formulas provided above is negative, the Deemed Generated Energy shall be zero (0). The equation
in (A) and (B) shall be subject to reasonable review and approval by Buyer, which review shall not
be unreasonably delayed.
Section 7.5 [Reserved].
Section 7.6 Title; Risk of Loss. As between the Parties, Seller shall be deemed
to be in exclusive control (and responsible for any damages or injury caused thereby) of all
Energy prior to and at the Point of Delivery and all Replacement Energy prior to and at the Point
of Delivery thereof into the CAISO grid. For the avoidance of doubt, Seller shall not be deemed
to be in control (and responsible for any damages or injury caused thereby) of Energy and any
Replacement Energy from and after the Point of Delivery. Seller warrants that it will deliver all
Energy, Replacement Product, Capacity Rights, and all of the associated Environmental
Attributes to Buyer free and clear of all Liens created by any Person other than Buyer. Title to,
and risk of loss for, all Energy and all of the associated Products shall pass from Seller to Buyer
at the Point of Delivery; provided that title to, and risk of loss for, any Replacement Energy
specified by Buyer to be delivered to a point or points of delivery other than the Point of Delivery
shall pass from Seller to Buyer upon the delivery of such Replacement Energy to such point or
points. Title to all of the associated Environmental Attributes and Capacity Rights shall pass
from Seller to Buyer upon the creation thereof.
Section 7.7 RPS and EPS Compliance.
(a) Seller warrants and guarantees that from the time it receives notice from the
CEC that the PV System is CEC Certified, and at all times thereafter until the expiration or earlier
termination of the Agreement, the PV System (including the Energy and the associated
Environmental Attributes) shall be RPS Compliant, CEC Compliant (including with regard to the
PV System charging of the BESS) and EPS Compliant (“Compliant”).
(b) If a Change in Law occurs after the Commercial Operation Date that (i) does
not repeal the RPS Law or the EPS Law and (ii) causes the PV System to cease to be Compliant,
then Seller shall (A) first, take all commercially reasonable efforts to bring the PV System into
Compliance and (B) thereafter, take such actions as may be necessary to cause the PV System to
remain Compliant; provided, that if, after a commercially reasonable period of time after such
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Change in Law, Seller reasonably determines that such efforts, together with any efforts to provide
Buyer with any Product that was not in existence as of the Effective Date, are reasonably likely to
require Seller to incur costs in excess of the Compliance Expenditure Cap, Seller shall provide
Buyer with written notice containing a detailed description of prior compliance actions, the basis
for Seller’s expectation that required compliance actions will exceed the Compliance Expenditure
Cap, Seller’s projected overage (the “Excess Compliance Cost”) and Seller’s projected timeline for
successfully completing such compliance actions.
(c) During any period in which the PV System is not Compliant, then Buyer
shall pay Seller for PV Delivered Energy delivered during the period during which the PV System
is not Compliant in an amount equal to eighty percent (80%) of the Pnode Price at the Point of
Delivery (the “Replacement Price”). In no event shall the Replacement Price be more than the
Contract Price. Payment for PV Delivered Energy at the Replacement Price shall continue until the
PV System is brought back into Compliance or the Agreement is terminated pursuant to Section
7.7(d).
(d) If at any time after six (6) months of paying the Replacement Price, Buyer
determines, in its reasonable discretion, that notwithstanding Seller’s commercially reasonable
efforts, Seller will be unable to bring the PV System into Compliance, and neither Buyer nor Seller
is willing to pay the Excess Compliance Cost, Buyer may elect, at its sole discretion, to terminate
this Agreement by written notice to Seller, without liability to either Party, except for such liabilities
that accrued prior to the date of termination or that otherwise survive termination in accordance
with the terms of this Agreement.
(e) From time to time and at any time requested by Buyer or Buyer’s
Authorized Representative, Seller will furnish to Buyer, Buyer’s Authorized Representative,
Governmental Authorities, or other Persons designated by any Buyer, all certificates and other
documentation reasonably requested by Buyer or Buyer’s Authorized Representative in order to
demonstrate that the PV System, the PV System Energy, and the associated Environmental
Attributes were or are Compliant.
(f) Seller’s Compliance Expenditure Cap shall be reduced by any amounts that
have accrued toward Seller’s Compliance Expenditure Cap under any provision in this Agreement.
Section 7.8 Change in CAISO Tariff.
(a) If a change in the CAISO Tariff, including any change resulting from or
relating to CAISO’s Hybrid Resources or Energy Storage and Distributed Energy Resources
initiatives, requires any modifications to the Facility (i) to enable Seller to deliver, and Buyer to
receive, Delivered Energy to and from the CAISO system, or (ii) to use the BESS and Capacity
Rights, then Seller shall be solely responsible for bringing the Facility into compliance with the
CAISO Tariff, as modified, in a manner that preserves Buyer’s economic benefits with respect to
the Facility prior to any such change in the CAISO Tariff; provided that nothing in this Section 7.8
shall require Seller to expend funds that exceed the Compliance Expenditure Cap. It shall be a
Default hereunder if Seller fails bring the Facility into compliance with such modified CAISO
Tariff within ninety (90) days after such change; provided that no cure period provided under
Section 13.1 shall apply with respect to any such Default after such ninety (90) day period has
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expired; provided further that, if Seller has reached the Compliance Expenditure Cap and Buyer
has failed to approve Excess Compliance Costs, no such Default shall be deemed to have occurred.
(b) If a change in the CAISO Tariff requires any modifications to the Facility
to enable the Facility to qualify for any new product in the CAISO, then, at Buyer’s election, the
Parties shall negotiate in good faith any necessary amendments to this Agreement to enable the
Facility to meet the requirements for such new product; provided, that while the Parties may agree
to amendments providing for cost allocation with respect to any necessary modifications to the
Facility, including increased costs to either Buyer or Seller, such amendments will not increase the
Contract Price or BESS Capacity Price or otherwise involve additional payment by Buyer for any
new CAISO products themselves.
Section 7.9 Change in Market Structure. If a regionalization or other major
change to the market structure of the Western Interconnection occurs during the Agreement
Term (other than a Change in Law as addressed in Section 7.7 above), then the Parties agree to
negotiate such modifications to this Agreement as may be necessary to enable the Parties to
continue to perform their respective obligations under this Agreement, while preserving, to the
maximum extent possible, the existing benefits, burdens and obligations set forth herein. Such
negotiations shall commence promptly following the delivery by one Party to the other Party of
a notice requesting negotiations pursuant to this Section 7.9.
ARTICLE VIII
ENVIRONMENTAL ATTRIBUTES
Section 8.1 Transfer of Environmental Attributes. For and in consideration
of Buyer entering into this Agreement, and in addition to the agreement by and between Buyer
and Seller to purchase and sell PV Delivered Energy on the terms and conditions set forth herein,
Seller shall transfer to Buyer, and Buyer shall receive from Seller, all right, title, and interest in
and to all Environmental Attributes, whether now existing or acquired by Seller or that hereafter
come into existence or are acquired by Seller during the Agreement Term associated with the
PV System Energy and any Replacement Energy. Seller agrees to transfer and make such
Environmental Attributes available to Buyer immediately to the fullest extent allowed by
applicable law upon Seller’s production or acquisition of the Environmental Attributes. Seller
represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or
otherwise disposed of and shall not assign, transfer, convey, encumber, sell or otherwise dispose
of all or any portion of such Environmental Attributes to any Person other than Buyer or attempt
to do any of the foregoing with respect to any of the Environmental Attributes. Buyer and Seller
acknowledge and agree that the consideration for the transfer of Environmental Attributes is
contained within the Contract Price.
Section 8.2 Reporting of Ownership of Environmental Attributes. During
the Agreement Term, Seller shall not report to any Person that the Environmental Attributes
granted hereunder to Buyer belong to any Person other than Buyer, and Buyer may report under
any program that such Environmental Attributes purchased hereunder belong to it.
Section 8.3 Environmental Attributes. Upon the request of Buyer or Buyer’s
Authorized Representative, Seller shall take all actions and execute all documents or instruments
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necessary under applicable law, regulations, guidebooks promulgated by the CEC or PUC, or
bilateral arrangements, as applicable, to maximize the attribution, accrual, realization,
generation, production, recognition and validation of Environmental Attributes throughout the
Agreement Term and Seller shall file with the CEC and any other applicable Persons all materials
and documents required to demonstrate that the PV System is entitled to be CEC Certified.
Section 8.4 WREGIS. In furtherance and not in limitation of Section 8.3, prior
to Seller’s first delivery of PV Delivered Energy hereunder, Seller shall register with WREGIS
to evidence the transfer of any Environmental Attributes under applicable law or any voluntary
program (“WREGIS Certificates”) associated with PV System Energy or Replacement Product
in accordance with WREGIS reporting protocols and WREGIS Operating Rules and shall
register the Facility with WREGIS. After the Facility is registered with WREGIS, at the option
of Buyer’s Authorized Representative, Seller shall transfer WREGIS Certificates using the
Forward Certificate Transfer method as described in WREGIS Operating Rules from Seller’s
WREGIS account to Buyer’s WREGIS accounts, as designated by Buyer’s Authorized
Representative. Seller shall be responsible for WREGIS Certificate issuance fees and WREGIS
expenses associated with registering the Facility, maintaining its account, acquiring and
arranging for a Qualified Reporting Entity (“QRE”) and any applicable QRE agreements, and
transferring WREGIS Certificates to Buyer, Buyer’s Authorized Representative, or any other
designees. Buyer shall be responsible for its WREGIS expenses associated with maintaining its
own account, or the accounts of its designees, if any, and subsequent transferring or retiring by
it of WREGIS Certificates, or Seller’s fees for the retirement of WREGIS Certificates on behalf
of Buyer. Forward Certificate Transfers shall occur monthly based on the certificate creation
timeline established by the WREGIS Operating Rules. Seller shall be responsible for, at its
expense, validating and disputing data with WREGIS prior to WREGIS Certificate creation each
Month. In addition to the foregoing, Seller shall document the production and transfer of
Environmental Attributes under this Agreement to Buyer by delivering to Buyer an attestation
in substantially the form attached as Appendix D for the Environmental Attributes associated
with PV System Energy or Replacement Product, if any, measured in whole MWh, or by such
other method as Buyer shall designate.
Section 8.5 Further Assurances. If WREGIS (or any successor thereto) is not
available to evidence the transfer of Environmental Attributes, Seller shall document the
production of Environmental Attributes by delivering with each invoice to Buyer an attestation
for the Environmental Attributes associated with PV System Energy or included with
Replacement Product, if any, for the preceding Month in the form of the attestation set forth as
Appendix D. At Buyer’s Authorized Representative’s request, the Parties shall execute all such
documents and instruments and take such other action in order to effect the transfer of the
Environmental Attributes specified in this Agreement to Buyer and to maximize the attribution,
accrual, realization, generation, production, recognition and validation of Environmental
Attributes throughout the Agreement Term. In the event of the promulgation of a scheme
involving Environmental Attributes administered by CAMD, upon notification by CAMD that
any transfers contemplated by this Agreement shall not be recorded, each Party shall promptly
cooperate in taking all reasonable actions necessary so that such transfer can be recorded. Each
Party shall promptly give the other Party copies of all documents it submits to CAMD to
effectuate any transfers.
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ARTICLE IX
SHORTFALL ENERGY, AVAILABILITY, AND PERFORMANCE GUARANTEE
REQUIREMENTS
Section 9.1 Makeup of Shortfall. Within thirty (30) days after the end of each
Contract Year and at the end of each Measurement Period, Seller shall provide Buyer with a
calculation of PV Delivered Energy for such Contract Year and Measurement Period. If Seller
fails during any Measurement Period to deliver the sum of PV Delivered Energy plus Deemed
Generated Energy during such Measurement Period in an amount equal to the Guaranteed
Delivered Energy for such Measurement Period, then Seller shall make up the shortfall of PV
Delivered Energy (“Shortfall Energy”) in accordance with this ARTICLE IX.
Section 9.2 Replacement Product. During the Shortfall Makeup Period, the
amount of Shortfall Energy shall first be reduced by the amount of any (a) PV Delivered Energy,
including Excess Energy and Excess Energy > 120%, delivered during the applicable Shortfall
Makeup Period in excess of the Guaranteed Delivered Energy and (b) Replacement Product
delivered by Seller during the Shortfall Makeup Period. Such Replacement Product shall be
delivered to the Point of Delivery or such other point of delivery as is mutually agreed upon by
the Parties (which point of delivery shall be deemed the “Point of Delivery” for such
Replacement Product and the other Scheduling and delivery provisions hereof) and on a delivery
schedule mutually agreed to by Seller and Buyer, considering the as-available nature of the
Product. Any additional costs or expenses associated with delivery of Replacement Product to
a Point of Delivery designated under this Section 9.2 shall be borne by Seller. To the extent
Seller is unable to deliver or provide sufficient PV Delivered Energy or Replacement Product in
excess of the Guaranteed Delivered Energy to make up the remaining Shortfall Energy, then
Seller shall, at the end of the Shortfall Makeup Period, pay Buyer damages in accordance with
Section 9.3. Notwithstanding anything herein to the contrary, in the last year of each RPS
Compliance Period during the Delivery Term, Seller shall provide written notice to Buyer no
later than six (6) months prior to the end of such RPS Compliance Period with Seller’s good faith
determination of whether it anticipates being able to make-up any Shortfall Energy amount then-
existing during such RPS Compliance Period and to achieve the Guaranteed Delivered Energy
(on a pro-rata basis) for such Contract Year. If at such time, Buyer reasonably determines that
Seller will be unable to make-up the Shortfall Energy or achieve the Guaranteed Delivered
Energy with delivery of PV Delivered Energy or Replacement Product, Buyer may, but shall not
be obligated to, purchase Replacement Product to make up and Seller shall reimburse Buyer for
its actual costs associated therewith. If at the end of each RPS Compliance Period during the
Delivery Term there is any Shortfall Energy at such time, Seller shall pay Buyer damages in
accordance with Section 9.3 for the then remaining amount of Shortfall Energy in the last
calendar year of such RPS Compliance Period. For the purposes of this Section 9.2, any Deemed
Generated Energy in excess of the Guaranteed Delivered Energy shall be counted toward the
Shortfall Energy as if it had been delivered as PV Delivered Energy.
Section 9.3 Shortfall Damages. If Seller fails to make up the full amount of
any Shortfall Energy (as such may be reduced by Buyer’s purchase, if any, of Replacement
Product, by the end of the Shortfall Makeup Period (or the end of the RPS Compliance Period,
as the case may be), Seller shall within sixty (60) days after the end of the applicable Shortfall
Makeup Period (or the end of the RPS Compliance Period, as the case may be), pay Buyer
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damages, which damages shall be an amount, for each MWh of remaining Shortfall Energy,
equal to the positive difference, if any, obtained by subtracting (a) the Contract Price that Buyer
would have paid for such remaining Shortfall Energy had it been timely delivered, from (b) the
sum of (1) the Market Price Index for such remaining Shortfall Energy and (2) the Green Value
associated therewith. For the avoidance of doubt, Buyer shall not be obligated to procure
Replacement Product in order to recover Shortfall Damages. In addition, Seller shall reimburse
Buyer for any and all amounts of reasonably documented penalties or fines incurred by Buyer as
a result of Buyer’s noncompliance with EPS Law or RPS Law to the extent such non-compliance
was caused by Seller’s failure to make up the full amount of any Shortfall Energy before the end
of any RPS Compliance Period (“Shortfall Damages”). If Seller fails to pay Buyer the Shortfall
Damages within sixty (60) days after the end of the Shortfall Makeup Period, Buyer shall have
the right to immediately draw the applicable amount of Shortfall Damages owed to Buyer from
the Delivery Term Security. The Parties acknowledge and agree that the damages that Buyer
would incur due to the failure to deliver the Shortfall Energy would be difficult or impossible to
predict with certainty, and it is impractical and difficult to assess actual damages in those
circumstances and, therefore, the payment of Shortfall Damages is a fair and reasonable remedy
for such damages. The provision of Shortfall Damages shall be in lieu of actual damages for the
occurrence of any Shortfall Energy hereunder that is not cured with PV Delivered Energy and/or
Replacement Energy and is Buyer’s sole remedy for Seller’s failure to deliver Shortfall Energy;
however, the payment of Shortfall Damages shall not limit Buyer’s rights to exercise any right
or remedy available under this Agreement or at law or in equity for any other breach or default
occurring concurrently with, before, or after the failure to meet the Guaranteed Delivered
Energy, including a Default under Section 13.1(l); provided that the payment of Shortfall
Damages shall be taken into account when determining any damages due Buyer for such Default.
Section 9.4 Availability Requirement. Seller shall be responsible for all costs,
charges, expenses, penalties, and obligations resulting from Availability Standards, if applicable,
and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from
Seller achieving or exceeding Availability Standards, if applicable, other than the Capacity
Rights.
Section 9.5 [Reserved].
Section 9.6 Performance Guarantees, Remedies and Termination Rights.
(a) Throughout the Delivery Term, Seller warrants that (i) the BESS will
perform at a rate that results in the Dischargeable Energy at any time equaling or exceeding the
Guaranteed Dischargeable Energy, as illustrated in and calculated on an annual basis in accordance
with Appendix K-1 (the “Dischargeable Energy Performance Guarantee”); (ii) the Round Trip
Efficiency during each Contract Year, as calculated in accordance with Appendix K-1, will not fall
below the amount specified in Appendix K-1 for such Contract Year (the “Round Trip Efficiency
Performance Guarantee”); (iii) Monthly BESS Availability, as calculated in accordance with
Appendix K-1, will be at least the percentage set forth in Appendix K-1 for each month (the
“Monthly BESS Availability Guarantee”); (iv) the Annual PV System Availability during each
Contract Year, as calculated in accordance with Appendix K-1, will equal or exceed the Annual PV
System Availability Requirement for such Contract Year, as specified in Appendix K-1 (the
“Annual PV System Availability Guarantee”); and (v) the BESS will charge and discharge from
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zero percent (0%) to one hundred percent (100%) without limitation, and the BESS Metered Output
will not deviate from the automated dispatch system of the CAISO (the “ADS”).
(b) In the event of a failure of the Dischargeable Energy Performance
Guarantee, the Round Trip Efficiency Performance Guarantee, the Monthly BESS Availability
Guarantee, or the Annual PV System Availability Guarantee, the BESS Capacity Price shall be
reduced for each month that the applicable guarantee is not satisfied and continue until the first
month that the applicable guarantee is satisfied. The resulting adjusted BESS Capacity Price for
any non-compliant month (the “Adjusted BESS Capacity Price”) shall be determined as follows:
(i) In the event of a failure of the Dischargeable Energy Performance
Guarantee, the Adjusted BESS Capacity Price shall be an amount equal to the product of
(A) the BESS Capacity Price, multiplied by (B) the Dischargeable Energy Adjustment
Factor calculated for such month in accordance with Appendix K-2.
(ii) In the event of a failure of the Round Trip Efficiency Performance
Guarantee, the Adjusted BESS Capacity Price shall be an amount equal to the product of
(A) the BESS Capacity Price, multiplied by (B) the Round Trip Efficiency Adjustment
Factor calculated for such month in accordance with Appendix K-2.
(iii) In the event of a failure of the Monthly BESS Availability
Guarantee, the Adjusted BESS Capacity Price shall be an amount equal to the product of
(A) the BESS Capacity Price, multiplied by (B) a fraction where (I) the numerator is an
amount equal to the actual Monthly BESS Availability for such month, calculated in
accordance with Appendix K-1, and (II) the denominator is the percentage for Monthly
BESS Availability Guarantee set forth in Appendix K-1.
(iv) In the event of a failure of the Annual PV System Availability
Guarantee, the Adjusted BESS Capacity Price shall be an amount equal to the product of
(A) the BESS Capacity Price, multiplied by (B) the Annual PV System Availability
Adjustment Factor calculated for such Contract Year in accordance with Appendix K-2.
(v) In the event of a failure of multiple guarantees addressed by this
Section 9.6(b) in the same month, the Adjusted BESS Capacity Price for such month shall
be an amount equal to the lowest Adjusted BESS Capacity Price resulting from application
of the formulas set forth in the foregoing Section 9.6(b)(i)-(iv).
(vi) Notwithstanding Section 9.6(b)(i)-(iv) and Section 9.6(c), in the
event of a failure of either the Minimum Dischargeable Energy Performance Guarantee or
the Minimum Round Trip Efficiency Performance Guarantee that, in either case, continues
for a period of three (3) consecutive months following the last day of the first non-
compliant month, the Adjusted BESS Capacity Price for each succeeding month shall be
reduced to zero dollars ($0) until Seller has completed any necessary remedial measures to
bring the BESS back into compliance with the applicable guarantee.
(c) Notwithstanding Buyer’s recourse to the Adjusted BESS Capacity Price
remedy, as described in Section 9.6(b), Seller shall be considered in Default under this Agreement:
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(i) for failure of the Minimum Dischargeable Energy Performance
Guarantee, if: (A) any such failure continues for a period of six (6) consecutive months
following the last day of the first non-compliant month, or (B) the total number of non-
compliant months for such guarantee is equal to twelve (12) or more at any time during the
Delivery Term;
(ii) if BESS Metered Output deviates from the ADS and such failure
continues for a period of sixty (60) consecutive days; or
(iii) for failure of the Monthly BESS Availability Guarantee, if any such
failure continues for a period of twelve (12) months following the last day of any non-
compliant month.
ARTICLE X
CAPACITY RIGHTS
Section 10.1 Capacity Rights. For and in consideration of Buyer entering into
this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell
Delivered Energy and Environmental Attributes on the terms and conditions set forth herein,
Seller hereby transfers to Buyer, and Buyer hereby accepts from Seller, all of Seller’s rights, title
and interest in and to the Capacity Rights, including resource adequacy, local capacity
requirement, flexible resource capacity attributes, and other present and future capacity attribute
values related to the Facility. Buyer and Seller acknowledge and agree that the consideration for
the transfer of Capacity Rights, if any, is contained within the relevant prices for PV Delivered
Energy and the BESS Capacity Payments. In no event shall Buyer have any obligation or
liability whatsoever for any debt pertaining to the Facility by virtue of Buyer’s ownership of the
Capacity Rights or otherwise.
Section 10.2 Covenant Regarding Capacity Rights. Seller represents and
covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise
disposed of and shall not in the future assign, transfer, convey, encumber, sell or otherwise
dispose of any of the Capacity Rights to any Person other than Buyer or attempt to do any of the
foregoing with respect to any of the Capacity Rights. During the Agreement Term, Seller shall
not report to any Person that any of the Capacity Rights belong to any Person other than Buyer.
Buyer may, its own risk and expense, report to any Person that the Capacity Rights belongs to
it.
Section 10.3 Further Assurances. Seller shall execute and deliver such
documents and instruments and take such other action as required by the CAISO and as Buyer’s
Authorized Representative may reasonably request to effect recognition and transfer of the
Capacity Rights to Buyer. Seller shall bear the costs associated therewith.
ARTICLE XI
BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS; POLICIES
Section 11.1 Billing and Payment. Billing and payment for all Products shall be
as set forth in this ARTICLE XI.
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Section 11.2 WREGIS Withholding. Prior to the PV System becoming CEC
Certified and if, at any time after the PV System is CEC Certified, Seller fails to transfer
Renewable Energy Credits to Buyer’s WREGIS account in accordance with Section 8.4 within
one hundred twenty (120) days after delivery of the corresponding PV Delivered Energy or
Replacement Product, Buyer shall have the right to withhold from any payment to Seller, for
each MWh of PV Delivered Energy or Replacement Product delivered under Section 6.1, an
amount equal to Twenty Dollars ($20) per MWh (such amount, the “WREGIS Withhold
Amount”) until such time as the WREGIS Certificate associated with such MWh has been
credited to Buyer’s WREGIS account as set forth in Section 8.4, and Buyer shall pay the
WREGIS Withhold Amount previously withheld by Buyer for each MWh for which a WREGIS
Certificate was credited to Buyer’s WREGIS account in such month. If Buyer’s right to withhold
the WREGIS Withhold Amount is triggered after the PV System is CEC Certified in accordance
with this Section 11.2, such right shall remain in effect until three hundred sixty-five (365) days
after the date that Seller causes Renewable Energy Credits to once again be transferred to Buyer’s
WREGIS account in accordance with Section 8.4.
Section 11.3 Calculation of Energy Delivered; Invoices and Payment.
(a) Not later than the tenth (10th) day of each Month, commencing with the
next Month following the Month in which Startup and Test Energy is generated, Seller shall deliver
to Buyer a proper invoice showing the following for the preceding Month:
(i) PV Delivered Energy during such Month, specifying the portion of
such PV Delivered Energy that is (A) Startup and Test Energy (and the payment owed in
respect thereof according to the price on paragraph 1 of Appendix A-1), (B) Excess Energy;
(C) Excess Energy > 120% and (D) PV Delivered Energy that is not Excess Energy, Excess
Energy > 120% or Startup and Test Energy.
(ii) BESS Metered Output during such Month.
(iii) An accounting of the Guaranteed Delivered Energy for the
applicable Contract Year and Measurement Period, an accounting of new or made up
Shortfall Energy and/or Replacement Product, if applicable, and a confirmation as to
whether Seller met or exceeded the Guaranteed Delivered Energy.
(iv) The BESS Capacity Payment for such Month.
(v) Any reimbursement to Buyer for the purchase of Replacement
Product.
(vi) Seller’s reasonable calculation of the amount of Deemed Generated
Energy associated with any Compensable Curtailment for amounts owed by Buyer in
accordance with Section 7.4(b).
(vii) Any other payments due to Buyer or to Seller under this Agreement,
including amounts due to Buyer in connection with third party sales of curtailed Energy
under Section 6.2 and any unpaid liquidated damages that have accrued prior to the invoice
date.
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(b) Seller shall calculate the amount of PV Delivered Energy, BESS Metered
Output, and BESS Metered Input from meter readings at the Electric Metering Devices at the Point
of Interconnection, the PV Energy Meter, and the BESS Energy Meter, all as depicted on Appendix
O, maintained pursuant to Section 11.7.
(c) Each invoice shall show the title of the Agreement and, if applicable, the
Agreement number, the name, address and identifying information of Seller and the identification
of material, equipment or services covered by the invoices, and shall be sent to the address set forth
in Appendix J or such other address as Buyer may provide to Seller.
(d) Any electronic information delivered by Seller under this ARTICLE XI
shall be in a format such as Microsoft Excel (or its equivalent) that allows Buyer to cut, paste or
otherwise readily use and work with such information or documentation or as otherwise mutually
agreed by the Parties.
(e) Concurrently with the delivery of each Monthly invoice, if required under
Section 8.5, Seller shall deliver attestations of all Environmental Attribute transfers substantially in
the form set forth in Appendix D.
(f) Subject to Section 11.3(g) and Section 11.4, not later than the thirtieth (30th)
day after receipt by Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the
thirtieth (30th) day is not a Business Day), Buyer (if the net payment in the applicable invoice is in
favor of Seller) or Seller (if the net payment in the applicable invoice is in favor of Buyer), shall
pay to Seller or Buyer, as applicable, by wire transfer of immediately available funds to an account
specified by Seller or Buyer, as applicable, or by any other means agreed to by the Parties from
time to time, the amount set forth as due in such Monthly invoice.
(g) Notwithstanding Section 11.3(a), if Buyer believes that it has insufficient
information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice,
or if Buyer requires additional time to verify such information, Buyer shall notify Seller thereof
within thirty (30) days after receipt of an invoice from Seller, and timely pay the amounts set forth
in such Monthly invoice not related to Deemed Generated Energy. Within thirty (30) days after
receipt by Buyer of additional information regarding such Deemed Generated Energy calculation,
or on the date mutually agreed to by the Parties, Buyer shall pay to Seller the amount specified in
the invoice or notify Seller of any discrepancies with respect to its calculation of the Deemed
Generated Energy, in which event such invoice shall be subject to the provisions of Section 11.4.
(h) Seller shall, in subsequent invoices, adjust previously invoiced amounts to
reflect (i) adjustments pursuant to Section 11.4, or (ii) adjustments, reconciliations or final
settlements with WREGIS occurring after the date of the initial invoice, or any other adjustments
agreed to by the Parties (which shall be without interest of any kind), provided that Buyer shall not
be required to make invoice payments if the invoice is received more than one (1) year after the
billing period.
(i) Buyer shall not be required to make invoice payments if the invoice is
received more than six (6) Months after the applicable Monthly billing period except with respect
to any disputed amounts where the dispute is first raised within six (6) months after the applicable
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Monthly billing period and for any corrections or adjustments resulting in amounts owing by Buyer
pursuant to Section 11.7(a).
Section 11.4 Disputed Invoices. If any portion of any invoice is in dispute, the
undisputed amount shall be paid when due. The Party disputing a payment shall promptly notify
the other Party of the basis for the dispute, setting forth the details of such dispute in reasonable
specificity. Disputes shall be discussed directly by the Parties’ Authorized Representatives, who
shall use reasonable efforts to amicably and promptly resolve such Disputes, and any failure to
agree shall be subject to resolution in accordance with Section 14.3. Upon resolution of any
Dispute, if all or part of the disputed amount is later determined to have been due, then the Party
owing such payment or refund shall pay within ten (10) days after receipt of notice of such
determination the amount determined to be due plus interest thereon at the Interest Rate from the
due date until the date of payment. For purposes of this Section 11.4, “Interest Rate” shall mean
the lesser of (i) two percent (2%) above the per annum Prime Rate reported daily in The Wall
Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law.
Section 11.5 Right of Setoff. In addition to any right now or hereafter granted
under applicable law and not by way of limitation of any such rights, each Party shall have the
right at any time or from time to time without notice to other Party or to any other Person, any
such notice being hereby expressly waived, to set off against any amount due a Party from the
other Party under this Agreement any undisputed amount due such Party from the other Party
under this Agreement, including any undisputed amounts due because of breach of this
Agreement or any other obligation.
Section 11.6 Records and Audits. Seller shall maintain, and the Authorized
Auditors shall have access to, all records and data pertaining to the performance and management
of this Agreement (including compliance with the Requirements) and related Subcontracts, and
as necessary to properly reflect all costs claimed to have been incurred hereunder and thereunder,
including (a) in their original form, all (i) documents provided to Seller in the ordinary course of
business for the Facility, (ii) documents for billing, costs, metering, and Environmental
Attributes, (iii) books, records, documents, reports, deliverables, employee time sheets,
accounting procedures and practices, and (iv) records of financial transactions, and (b) other
evidence, regardless of form (for example, machine readable media such as disk or tape, etc.) or
type (for example, databases, applications software, database management software, or utilities).
If Seller is required to submit cost or pricing data in connection with this Agreement, Seller shall
maintain all records and documents necessary to permit adequate evaluation of the cost or pricing
data submitted, along with the computations and projections used. In the event of a Dispute,
records that relate to the Agreement, Dispute, litigation or costs, or items to which an audit
exception has been taken, shall be maintained. Buyer and the Authorized Auditors may discuss
such records with Seller’s officers and independent public accountants (and by this provision
Seller authorizes said accountants to discuss such billings and costs), all at such times and as
often as may be reasonably requested. All such records shall be retained, and shall be subject to
examination and audit by the Authorized Auditors, for a period of not less than four (4) years
following final payment made by Buyer hereunder as it relates to a particular payment obligation,
four (4) years after the expiration or termination date of this Agreement, or final settlement of
all disputes, claims, or litigation that authorizes the records to no longer be retained, or the
retention period under the Requirements of Law applicable to any Participating Members,
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whichever is later. Seller shall make said records or, to the extent accepted by the Authorized
Auditors, photographs, micro-photographs, or other authentic reproductions thereof, available to
the Authorized Auditors at Seller’s principal business office or any other of Seller’s offices as
mutually agreed upon by Buyer and Seller, at all reasonable times and without charge. The
Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such
records. Any information provided by Seller on machine-readable media shall be provided in a
format accessible and readable by the Authorized Auditors. Seller shall not, however, be
required to furnish the Authorized Auditors with commonly available software. Seller shall be
subject at any time with fourteen (14) days prior written notice to audits or examinations by
Authorized Auditors, relating to all billings and required to verify compliance with all
Agreement requirements relative to practices, methods, procedures, performance, compensation,
and documentation. Examinations and audits shall be performed using generally accepted
auditing practices and principles and applicable governmental audit standards. All information
provided by Seller or Seller’s Subcontractors pursuant to this Section 11.6 shall be subject to the
provisions of Section 14.21. If Seller utilizes or is subject to Federal Acquisition Regulation,
Part 30 and 31, et seq. accounting procedures, or a portion thereof, examinations and audits shall
utilize such information. To the extent that an Authorized Auditor’s examination or audit reveals
inaccurate, incomplete or non-current records, or records are unavailable, the records shall be
considered defective. Consistent with standard auditing procedures, Seller shall be provided
fifteen (15) days to review an Authorized Auditor’s examination results or audit and respond to
Buyer prior to the examination’s or audit’s finalization and public release. If an Authorized
Auditor’s examination or audit indicates Seller has been overpaid under a previous payment
application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen
(15) days after notice to Seller of the identified overpayment. If an Authorized Auditor’s
examination or audit reveals that Buyer’s overpayment to Seller is more than five percent (5.0%)
of the billings reviewed, Seller shall pay all expenses and costs incurred by the Authorized
Auditors arising out of or related to the examination or audit, which examination or audit
expenses and costs shall be paid by Seller to Buyers within fifteen (15) days after notice to Seller.
Seller shall use commercially reasonable efforts to contractually require all Subcontractors
performing services under this Agreement to comply with the provisions of this Section 11.6 by
inserting this Section 11.6 into each Subcontract.
Section 11.7 Electric Metering Devices.
(a) The PV Delivered Energy made available to Buyer by Seller under this
Agreement shall be measured using a CAISO-approved and CAISO-polled revenue-quality Electric
Metering Device (in compliance with the CAISO Tariff and relevant protocols and is dedicated
exclusively to the Facility) procured, installed, owned and maintained by Seller at the PV System
and the Point of Delivery, and the BESS Metered Input and BESS Metered Output shall be
measured using CAISO-approved and CAISO-polled revenue-quality Electric Metering Devices
(in compliance with the CAISO Tariff and relevant protocols and dedicated exclusively to the
Facility) procured, installed, owned and maintained by Seller at the BESS and the Point of Delivery,
in each case, as depicted in the metering diagram attached to this Agreement as Appendix O. All
such Electric Metering Devices used to provide data for the computation of payments shall be sealed
and Seller shall only break the seal when such Electric Metering Devices are to be inspected and
tested or adjusted in accordance with this Section 11.7. Seller shall arrange and bear all costs
associated with the installation of the Electric Metering Devices needed for the registration,
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recording and transmission of information regarding the Delivered Energy. Seller hereby agrees to
provide a mutually agreed set of meter data to Buyer, which data shall be accessible to, and usable
by, Buyer. In addition to providing Buyer with its meter data, Seller shall support Buyer’s efforts
to obtain read-only access to CAISO meter data applicable to the Facility and all inspection, testing
and calibration data and reports from the CAISO. If the CAISO makes any adjustment to any
CAISO meter data for a given time period, Seller agrees that it shall submit revised Monthly
invoices, pursuant to this ARTICLE XI covering the entire applicable time period in order to fully
conform such adjustments to the meter data. Seller shall submit any revised invoices no later than
thirty (30) days after the date on which the CAISO provides Seller with binding adjustments to the
meter data.
(b) Seller or its Authorized Representative, at no expense to Buyer, shall inspect
and test all Electric Metering Devices upon installation and at least annually thereafter. Seller shall
provide Buyer with reasonable advance notice of, and permit representatives of Buyer to witness
and verify, such inspections and tests. Upon request by Buyer or Buyer’s Authorized
Representative, Seller or its Authorized Representative shall perform additional inspections or tests
of any Electric Metering Device and shall permit a qualified representative of Buyer to inspect or
witness the testing of any Electric Metering Device. The actual expense of any such requested
additional inspection or testing shall be borne by Seller. Seller shall provide copies of any
inspection or testing reports to Buyer.
(c) If an Electric Metering Device fails to register, or if the measurement made
by an Electric Metering Device is found upon testing to be inaccurate by more than plus or minus
one percent (+/- 1.0%), an adjustment shall be made correcting all measurements made by the
inaccurate or defective Electric Metering Device for both the amount of the inaccuracy and the
period of the inaccuracy, such adjustment to be made by the Scheduling Coordinator. The
adjustment period shall be determined as far as can be reasonably ascertained by Buyer or Buyer’s
Authorized Representative from the best available data, subject to review and approval by Seller
(such approval not to be unreasonably withheld). If the period of the inaccuracy cannot be
ascertained reasonably, any such adjustment shall be for a period equal to one third of the time
elapsed since the preceding test of the applicable Electric Metering Devices. To the extent that the
adjustment period covers a period of deliveries for which payment has already been made by Buyer,
Buyer shall use the corrected measurements as determined in accordance with this Section 11.7 to
recompute the amount due for the period of the inaccuracy and shall subtract the previous payments
by Buyer for this period from such recomputed amount. If the difference is a positive number, the
difference shall be paid by Buyer to Seller; if the difference is a negative number, that difference
shall be paid by Seller to Buyer, or at the direction of Buyer, may take the form of an offset to
payments due to Seller from Buyer. Payment of such difference by the owing Party shall be made
not later than thirty (30) days after the owing Party receives notice of the amount due, unless Buyer
elects payment via an offset.
(d) Commencing on the first date on which Startup and Test Energy is produced
by the Facility, and continuing throughout the Delivery Term, Seller shall provide to Buyer read
only access to all Electric Metering Devices installed, owned and operated by Seller that are used
to measure PV Delivered Energy, BESS Metered Input, and BESS Metered Output.
Section 11.8 Taxes. Seller shall be responsible for and shall pay, before the due
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dates therefor, any and all federal, state, and local Taxes incurred by it as a result of entering into
this Agreement and all Taxes imposed or assessed with respect to the Facility, the Site or any
other assets of Seller, the Products or the transaction arising before or at the Point of Delivery.
Buyer shall pay or cause to be paid all Taxes on or with respect to the Products or the transaction
from (but excluding) the Point of Delivery to such Buyer. If Seller is required by a Requirement
of Law to remit or pay Taxes that are the responsibility of Buyer hereunder, Buyer shall promptly
reimburse Seller for such Taxes. If Buyer is required by Requirement of Law to remit or pay
Taxes that are Seller’s responsibility hereunder, Buyer may deduct such amounts from payments
to Seller hereunder; if Buyer elects not to deduct such amounts from Seller’s payments, Seller
shall promptly reimburse Buyer for such amounts upon request. Nothing shall obligate or cause
a Party to pay or be liable to pay any Taxes for which it is exempt under law. A Party that is
exempt at any time and for any reason from one or more Taxes shall bear the risk that such
exemption shall be lost or the benefit of such execution be reduced.
ARTICLE XII
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 12.1 Representations and Warranties of Buyer. Buyer makes the
following representations and warranties to Seller as of the Effective Date:
(a) Buyer is a validly existing California joint powers authority, and has the
legal power and authority to own its properties, to carry on its business as now being conducted and
to enter into this Agreement, and to carry out the transactions contemplated hereby, and to perform
and carry out all covenants and obligations on its part to be performed under and pursuant to this
Agreement.
(b) The execution, delivery and performance by Buyer of this Agreement
(i) have been duly authorized by all necessary action, and does not and will not require any consent
or approval of such Buyer’s regulatory or governing bodies, other than that which has been
obtained; and (ii) does not violate any federal, state, and local law, including the California
Government Code and similar laws.
(c) This Agreement constitutes the legal, valid and binding obligation of Buyer
enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of
creditors’ rights generally or by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
Section 12.2 Representations and Warranties of Seller. Seller makes the
following representations and warranties to Buyer as of the Effective Date:
(a) Seller is a limited liability company duly organized, validly existing and in
good standing under the laws of its respective state of incorporation or organization and is qualified
to do business in the State of California, and has the legal power and authority to own or lease its
properties, to carry on its business as now being conducted and to enter into this Agreement, and to
carry out the transactions contemplated hereby and thereby and to perform and carry out all
covenants and obligations on its part to be performed under and pursuant to this Agreement.
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(b) Seller has taken all corporate or limited liability company action required to
authorize the execution, delivery, and performance of this Agreement, and Seller has delivered to
Buyer (i) copies of all resolutions and other documents evidencing such corporate or limited
liability company actions, certified by an authorized representative of Seller as being true, correct,
and complete, and (ii) an incumbency certificate signed by the secretary of Seller certifying as to
the names and signatures of the authorized representatives of Seller.
(c) The execution, delivery and performance by Seller of this Agreement have
been duly authorized by all necessary organizational action, and do not require any consent or
approval other than those which have already been obtained.
(d) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the fulfillment of and compliance with the provisions of this
Agreement, do not conflict with or constitute a breach of or a default under, any of the terms,
conditions or provisions of any Requirement of Law, or any organizational documents, agreement,
deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or
instrument to which Seller is a party or by which it or any of its property is bound, or result in a
breach of or a default under any of the foregoing.
(e) This Agreement constitutes the legal, valid and binding obligation of Seller
enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of
creditors’ rights generally or by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(f) There is no pending, or to the knowledge of Seller, threatened action or
proceeding affecting Seller before any Governmental Authority, which purports to affect the
legality, validity or enforceability of this Agreement.
(g) Seller is not in violation of any Requirement of Law, which violations,
individually or in the aggregate, would reasonably be expected to result in a material adverse effect
on the business, assets, operations, condition (financial or otherwise) or prospects of Seller, or the
ability of Seller to perform any of its obligations under this Agreement.
(h) As of the Effective Date (i) the corporate organizational structure and
ownership of Seller and its Upstream Equity Owners up to Seller’s Ultimate Parent is set forth on
Schedule 12.2(h) and (ii) Seller is a Special Purpose Entity. The limited liability company interests
in each of Seller and each Upstream Equity Owner have been duly issued under and authorized by
their respective limited liability company agreements and in accordance with applicable
Requirements of Law.
(i) Seller has (i) not entered into this Agreement with the actual intent to
hinder, delay or defraud any creditor, and (ii) received reasonably equivalent value in exchange for
its obligations under this Agreement. No petition in bankruptcy has been filed against Seller (other
than petitions that have been dismissed within sixty (60) days after filing), and Seller has never
made an assignment for the benefit of creditors or taken advantage of any insolvency act for its
benefit as a debtor.
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(j) Tax returns and reports of Seller required to be filed by it have been timely
filed, and all Taxes shown on such Tax returns to be due and payable and all assessments, fees and
other governmental charges upon Seller and upon its properties, assets, income, business and
franchises that are due and payable have been paid when due and payable. Seller knows of no
proposed Tax assessment against it that is not being actively contested by it in good faith and by
appropriate proceeding.
(k) Seller owns or possesses or will acquire all patents, rights to patents,
trademarks, copyrights and licenses necessary for the performance by Seller of its obligations under
this Agreement, and, to Seller’s knowledge, Seller’s use thereof does not infringe on the intellectual
property rights of third parties.
(l) Seller has not assigned, transferred, conveyed, encumbered, sold or
otherwise disposed of the Products except as provided herein.
(m) Seller has obtained all Permits (including the CEQA Determinations)
required for the construction, operation, and maintenance of the Facility in accordance with the
Requirements and the performance of Seller’s obligations hereunder, or such Permits are
reasonably expected to be timely obtained in the ordinary course of business.
Section 12.3 Covenants of Seller Related to Site Control Documents.
(a) Seller shall at all times maintain Site Control.
(b) Seller shall use commercially reasonable efforts to enforce the provisions
of the Site Control Documents short of termination thereof such that Seller may enjoy all of the
rights granted to Seller thereunder.
(c) For each Site Control Document capable of being recorded, Seller shall
cause, or shall cause the Lessor, if applicable, either a memorandum of such Site Control Document
or the Site Control Document itself to be timely and duly recorded in the land records of the
applicable county or counties of the State of California, or as otherwise provided by applicable law,
to the extent recordable under federal or state law.
(d) Seller shall give Buyer immediate notice after Seller is aware of any of the
following: (i) any default notice received by Seller or the Lessor or delivered by Seller or the Lessor
under any Site Control Document or (ii) the commencement or threat of any action, arbitration,
mediation, or other proceeding pertaining to any Site Control Document. Seller shall deliver to
Buyer, immediately upon service or delivery thereof on, to or by Seller or Lessor, a copy of each
petition, summons, complaint, notice of motion, order to show cause and other pleading or paper,
however designated, which shall be served or delivered in connection with any such action,
proceeding or arbitration. Buyer’s cure of any default under a Site Control Document shall cure
such default by Seller pursuant to Section 13.1(h).
(e) Throughout the Agreement Term, Seller shall notify Buyer of the institution
of any proceeding for the condemnation or other taking of the Facility or any portion thereof (as
applicable, a “Taking”), including the occurrence of any hearing associated therewith. Buyer may
participate in any such proceeding and Seller shall deliver to Buyer all instruments necessary or
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required by Buyer to permit such participation. Subject to the consent of the Facility Lender, upon
any condemnation of the Facility or any portion thereof, Seller shall diligently repair, replace or
reconstruct the Facility or portion thereof so condemned. Subject to the consent of the Facility
Lender, all awards and compensation for the Taking or purchase in lieu of condemnation of the
Facility or any portion thereof shall be applied toward the repair, restoration, reconstruction or
replacement of the Facility.
Section 12.4 [Reserved].
Section 12.5 Additional Covenants of Seller.
(a) Material Adverse Effect. In the event of a material adverse effect on the
business, assets, operations, condition (financial or otherwise) or prospects of Seller or an event of
default by Seller or the operator under the O&M Agreement, Seller shall promptly thereafter notify
Buyer. Upon the reasonable request of Buyer, Seller shall, within thirty (30) days after Buyer’s
request, provide Buyer with a plan or report, including the report (at Seller’s sole cost and expense)
of a Licensed Professional Engineer with respect to any material change in operations that
demonstrates in detail reasonably acceptable to Buyer, that the applicable event or occurrence has
been mitigated or cured, or will be mitigated or cured within a reasonable period or within the cure
periods provided therefor (and listing, in detail, the actions that Seller has taken, is taking, or
proposes to take with respect to such condition or event), or that such event or occurrence will not
have a material adverse effect on the performance of Seller under this Agreement. A failure to
provide such plan or report within thirty (30) days, or to diligently undertake any of the actions set
forth under such plan or report, will be deemed a failure by Seller to perform under Section 13.1(b).
(b) Special Purpose Entity. Seller shall remain at all times throughout the
Agreement Term a Special Purpose Entity.
(c) [Reserved].
(d) Sale Leaseback Financing.
(i) Seller shall provide Buyer with at least one hundred twenty (120)
days’ prior written notice of the consummation of a Sale Leaseback Financing, which
notice shall include (A) introductory and contact information about and for any potential
Sale Leaseback Lessors and (B) a summary of the provisions related to such Sale
Leaseback Financing. Such notice shall be in addition to, and not in lieu of, any notice
required under Section 14.7.
(ii) In the event of a Sale Leaseback Financing, promptly after closing
thereof, Seller shall provide Buyer true and correct copies of all agreements with the Sale
Leaseback Lessor (with confidential terms redacted).
(iii) It shall be a Default (which shall be subject to cure only if such
Default is reasonably capable of being promptly and completely cured by Seller, and if not
capable of being promptly and completely cured by Seller, shall be an immediate Default
without opportunity to cure hereunder) should Seller enter into a Sale Leaseback Financing
unless the Sale Leaseback Lessor or Sale Leaseback Lessors thereunder and Seller shall
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have concurrently entered into an agreement with Buyer providing for (A) substantially the
terms set forth in Appendix N, and (B) estoppel certificate(s) from such Sale Leaseback
Lessor or Sale Leaseback Lessors certifying that this Agreement remains in full force and
effect and binding on Seller and that each agreement providing for Seller’s rights in and to
the Site remains in full force and effect and binding on the third parties thereto.
(iv) Seller shall deliver, or cause to be delivered, copies of all resolutions
and other documents evidencing the actions taken to approve, execute and deliver such
Sale Leaseback Financing agreements and any the documents required in Section 12.5(d),
in each case certified by an authorized representative of Seller as being true, correct and
complete, and an incumbency certificate signed by the secretary of Seller certifying as to
the names and signatures of the authorized representatives of Seller.
ARTICLE XIII
DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE
Section 13.1 Default. Each of the following events or circumstances shall
constitute a “Default” by the responsible Party (the “Defaulting Party”):
(a) Payment Default. Failure by a Party to make any payment (except for the
payment of Daily Delay Damages) under this Agreement when and as due (other than payments
disputed in good faith) that is not cured within twenty (20) days after receipt of notice thereof from
the other Party (which amount shall include payment of interest from the due date at the Interest
Rate).
(b) Performance Default. Failure by a Party to perform any of its duties or
obligations under this Agreement (other than any failure that is separately listed as a Default of
Seller under this Section 13.1) that is not cured within thirty (30) days after receipt of notice thereof
from the other Party; provided that if such failure cannot be cured within such thirty (30) day period
despite reasonable commercial efforts and such failure is not a failure to make a payment when due,
such Party shall have up to ninety (90) additional days to cure.
(c) Breach of Representation and Warranty. Any representation, warranty,
certification or other statement made by a Party in this Agreement is false or inaccurate at the time
made and materially and adversely affects Seller’s ability to perform its obligations hereunder;
provided that no Default shall exist if such falsity or inaccuracy is remedied within thirty (30) days
after receipt of notice thereof from another Party.
(d) Bankruptcy. Bankruptcy of Buyer or Seller.
(e) Performance Security Failure. (i) The failure of Seller to furnish
Performance Security by the times set forth in Section 5.7(a) and Section 5.7(b); (ii) the failure of
Seller to replace the Performance Security within ten (10) Business Days after a Downgrade Event
occurs with respect to the issuer of the Performance Security; (iii) the failure of Seller to replace
the Performance Security within ten (10) Business Days after Seller receives notice from Buyer of
a termination of its relationship with the issuer of any Performance Security; or (iv) the issuer of
any Performance Security provided by Seller hereunder contests the validity or enforceability of
the Performance Security, the letter of credit provider denies that it has any liability in respect of
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any Performance Security, or the letter of credit provider fails to honor a draw request properly
made and tendered under this Agreement and such Performance Security is not replaced within five
(5) Business Days after Seller becomes aware of such occurrence.
(f) Insurance Default. The failure of Seller to maintain and provide
acceptable evidence of the required Insurance for the required period of coverage as set forth in
Appendix F that is not cured within three (3) days after receipt of notice of such failure from Buyer.
(g) Fundamental Change. Except as permitted by Section 14.7, (i) a Party
makes an assignment of its rights or delegation of its obligations under this Agreement, or (ii) a
Change in Control occurs.
(h) Site Control Document Default. Except as may be expressly permitted by
this Agreement, any Site Control Document fails to be in effect or is terminated for any reason, and
such Site Control Document is not reinstated to be in full force and effect within twenty (20) days
thereafter; provided that Seller shall not be in Default under this Section 13.1(h) should the
termination of a Site Control Document be disputed, so long as Seller is contesting such termination
in good faith.
(i) Casualty. Seller fails to meet its obligations under Section 14.19(b).
(j) Construction Start Milestone. (i) Seller fails to achieve the Construction
Start Milestone on or before the date that is one hundred eighty (180) days after the Milestone Date
for the Construction Start Milestone and (ii) Buyer elects not to allow Seller to continue to pay
Daily Delay Damages to Buyer pursuant to Section 3.5(b)(ii).
(k) Commercial Operation Date. Seller fails to achieve Commercial
Operation on or before the Outside Commercial Operation Date.
(l) Shortfall Energy Termination Default. The failure of the Facility during
any Measurement Period to deliver PV Delivered Energy in an amount that equals at least seventy-
five percent (75%) of the Annual Contract Quantity applicable for each such Measurement Period.
(m) BESS Defaults. A BESS performance failure as set forth in Section
9.6(c)(i), Section 9.6(c)(ii) or Section 9.6(c)(iii).
Section 13.2 Default Remedy.
(a) If Buyer is in Default for nonpayment, subject to any duty or obligation
under this Agreement, Seller may, at its sole option, (i) suspend performance hereunder, (ii)
terminate this Agreement, or (iii) continue to provide services pursuant to its obligations under this
Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies
set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of
any of its duties or obligations under this Agreement.
(b) Notwithstanding any other provision herein, if any Default has occurred and
is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in
Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction
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as set forth in Section 14.3 seeking injunctive relief in accordance with applicable rules of civil
procedure.
(c) Except as expressly limited by this Agreement, if a Default has occurred
and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any
rights and remedies provided herein or otherwise available at law or in equity including a
termination of this Agreement pursuant to Section 13.4. No failure of Seller to exercise, and no
delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude
any other or future exercise of any right, remedy or power.
(d) Except as expressly limited by this Agreement, if a Default has occurred
and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any
rights and remedies provided for herein, or otherwise available at law or equity, including
(i) application of all amounts available under the Performance Security against any amounts then
payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant
to Section 13.4. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or
power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer
of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy
or power by Buyer.
Section 13.3 Cure Rights of Facility Lender. Buyer shall provide such consents
to assignment, substantially in the form attached as Appendix P, as may be reasonably requested
by Seller or any Facility Lender (other than a Tax Equity Investor) which shall comply with the
applicable terms and conditions of this Agreement (such consent, the “Consent and
Agreement”). The Consent and Agreement shall provide the Facility Lender, as applicable, or
its agent notice of the occurrence of any Default described in Section 13.1 and the opportunity
to cure any such default to the extent Seller has an opportunity hereunder to cure such default.
Seller shall promptly repay Buyer for any costs or expenses incurred by Buyer in making any
such payments or otherwise incurred by Buyer in connection with curing a default by Seller. In
addition, Buyer shall, if reasonably requested by a Tax Equity Investor, provide a written consent
providing such Tax Equity Investor with the right, but not the obligation, at any time, to pay any
or all amounts due from Seller to Buyer hereunder, and to do any other act or thing required of
Seller, in each case to cure any default of Seller under this Agreement in a manner that is
consistent with the applicable terms and conditions of this Agreement, and provide a customary
estoppel certificate, provided that the terms and conditions of any such consent, or any estoppel
certificate, shall have no (and could not reasonably be expected to have any) adverse effect on
Buyer’s rights under this Agreement, and, except for a reasonable additional cure period for the
Tax Equity Investor to cure a default of Seller as set forth in the consent with such Tax Equity
Investor, which additional cure period shall be no longer than the cure period afforded the
Facility Lender, shall be consistent with the terms and conditions of this Agreement. Seller shall
pay Buyer for the reasonable costs and expenses, including reasonable attorneys’ fees, incurred
by Buyer in the negotiation of the documents Buyer is required to deliver hereunder.
Section 13.4 Termination for Default.
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(a) If a Default occurs, the Party that is not the Defaulting Party (the “Non-
Defaulting Party”) may, for so long as the Default is continuing and, to the extent permitted by
applicable law, without limiting any other rights or remedies available to the Non-Defaulting Party
under this Agreement, by notice by it (“Termination Notice”) to the Defaulting Party (i) establish
a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after
the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, and
(ii) withhold any payments due in respect of this Agreement; provided, upon the occurrence of any
Default of the type described in Section 13.1(d), this Agreement shall automatically terminate,
without notice or other action by either Party as if an Early Termination Date had been declared
immediately prior to such event.
(b) If an Early Termination Date has been designated, the Non-Defaulting Party
shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the
termination of this Agreement and the resulting Termination Payment. The Gains, Losses and Costs
relating to the Products that would have been required to be delivered under this Agreement had it
not been terminated shall be determined by comparing the amounts Buyer would have paid for the
Products under this Agreement to the equivalent quantities and relevant market prices, either quoted
by one or more bona fide third party offers, or which are reasonably expected by the Non-Defaulting
Party to be available in the market under a replacement contract for this Agreement covering the
same products and having a term equal to the Remaining Term at the date of the Termination Notice,
adjusted to account for differences in transmission, if any. To ascertain the market prices of a
replacement contract, the Non-Defaulting Party may consider, among other valuations, quotations
from dealers in Energy contracts and bona fide third party offers. The Non-Defaulting Party shall
not be required to enter into any such replacement agreement in order to determine its Gains, Losses
and Costs or the Termination Payment.
(c) For purposes of the Non-Defaulting Party’s determination of its Gains,
Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that
Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (i)
PV Delivered Energy in an amount equal to the Assumed Daily Deliveries, (ii) the Environmental
Attributes associated therewith, (iii) all Capacity Rights and (iv) the full BESS Contract Capacity.
The “Assumed Daily Deliveries” shall be an amount equal to the greater of (A) the quotient of the
Guaranteed Delivered Energy divided by three hundred sixty-five (365), and (B) the average daily
amount of PV Delivered Energy during the Delivery Term, if any.
(d) The Non-Defaulting Party shall notify the Defaulting Party of the
Termination Payment, which notice shall include a written statement explaining in reasonable detail
the calculation of such amount. If the Termination Payment is a positive number, the Defaulting
Party shall, within ten (10) Business Days after receipt of such notice, pay the Termination Payment
to the Non-Defaulting Party, together with interest accrued at the Interest Rate from the Early
Termination Date until paid.
(e) If the Defaulting Party disagrees with the calculation of the Termination
Payment and the Parties cannot otherwise resolve their differences, the calculation of the
Termination Payment shall be submitted to the dispute resolution process provided in Section 14.3.
Following resolution of the dispute, the Defaulting Party shall pay the full amount of the
Termination Payment (if any) as determined by such resolution as and when required, but no later
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than thirty (30) days following the date of such resolution, together with all interest, at the Interest
Rate, that accrued from the Early Termination Date until the date the Termination Payment is paid.
(f) For purposes of this Agreement:
(i) “Gains” means, with respect to a Party, an amount equal to the
present value of the economic benefit (exclusive of Costs), if any, resulting from the
termination of its obligations under this Agreement, determined in a commercially
reasonable manner;
(ii) “Losses” means, with respect to a Party, an amount equal to the
present value of the economic loss (exclusive of Costs), if any, resulting from the
termination of its obligations under this Agreement, determined in a commercially
reasonable manner;
(iii) “Costs” means, with respect to a Party, brokerage fees, commissions
and other similar transaction costs and expenses reasonably incurred in terminating any
arrangement pursuant to which it has hedged its obligations or in entering into new
arrangements which replace this Agreement, excluding attorneys’ fees, if any, incurred in
connection with enforcing its rights under this Agreement. Each Party shall use reasonable
efforts to mitigate or eliminate its Costs.
(iv) In no event shall a Party’s Gains, Losses or Costs include any
penalties or similar charges imposed by the Non-Defaulting Party.
(v) The Present Value Rate shall be used as the discount rate in all
present value calculations required to determine Gains, Losses and Costs.
(g) At the time for payment of any amount due under this Section 13.4, each
Party shall pay to the other Party, all additional amounts, if any, payable by it under this Agreement
(including any amounts withheld pursuant to Section 13.4(a)).
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Authorized Representative. Each Party shall designate an
authorized representative who shall be authorized to act on its behalf with respect to those matters
contained herein (each an “Authorized Representative”), which shall be the functions and
responsibilities of such Authorized Representatives. Each Party may also designate an alternate
who may act for the Authorized Representative. Within thirty (30) days after execution of this
Agreement, each Party shall notify the other Party of the identity of its Authorized
Representative, and alternates if designated, and shall promptly notify the other Party of any
subsequent changes in such designation. The Authorized Representatives shall have no authority
to alter, modify, or delete any of the provisions of this Agreement. To the extent that an
Authorized Representative’s contact information is not provided in Appendix J, at the time a
Party designates such Authorized Representative, such Party shall concurrently provide written
notice to the other Party of such Authorized Representative’s contact information.
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Section 14.2 Notices. All notices, requests, demands, consents, waivers and
other communications which are required under this Agreement shall be in writing and shall be
deemed properly sent if delivered in person, reliable overnight courier, or sent by registered or
certified mail, postage prepaid to the persons specified in Appendix J. The Parties may update
Appendix J, from time to time, to designate another person, address or office to which notices
shall be delivered by delivering notice to the other Parties in accordance with this Agreement. In
addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests,
demands, consents, waivers and other communications through alternate methods, such as
electronic mail.
Section 14.3 Dispute Resolution.
(a) In the event of any claim, controversy or dispute between the Parties
arising out of or relating to or in connection with this Agreement (including any dispute concerning
the validity of this Agreement or the scope and interpretation of this Section 14.3) (a “Dispute”),
either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice
of the Dispute with a detailed description of the underlying circumstances of such Dispute (a
“Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying
Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly
authorized to settle the Dispute during the thirty (30) day period following the delivery of the
Dispute Notice.
(b) The Recipient Party shall, within five (5) Business Days following receipt
of the Dispute Notice, provide to the Notifying Party a parallel schedule of availability of the
Recipient Party’s senior officers (having a title of senior vice president (or its equivalent) or higher)
duly authorized to settle the Dispute. Following delivery of the respective senior officers’ schedules
of availability, the senior officers of the Parties shall meet and confer as often as they deem
reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations
to resolve the Dispute to the satisfaction of each Party.
(c) In the event a Dispute is not resolved pursuant to the procedures set forth in
Section 14.3(a) and Section 14.3(b) by the expiration of the thirty (30) day period set forth in
Section 14.3(a), then a Party may pursue any legal remedy available to it in accordance with the
provisions of Section 14.12 and Section 14.13 of this Agreement.
(d) In addition to the Dispute resolution process set forth in this Section 14.3,
the Parties shall comply with California law governing claims against public entities and
presentment of such claims.
Section 14.4 Further Assurances; Change in Electric Market Design.
(a) Each Party agrees to execute and deliver all further instruments and
documents, and take all further actions not inconsistent with the provisions of this Agreement that
may be reasonably necessary to effectuate the purposes and intent of this Agreement.
(b) If a change in the CAISO Tariff renders this Agreement or any provisions
hereof incapable of being performed or administered, then either Party may request that Buyer and
Seller enter into negotiations to make the minimum changes to this Agreement necessary to make
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this Agreement capable of being performed and administered, while attempting to preserve to the
maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of
the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such
negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of
such request, to agree upon changes to this Agreement or to resolve issues relating to changes to
this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the
Dispute resolution process set forth in Section 14.3. Notwithstanding the foregoing, a change in
cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof
incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure.
Section 14.5 No Dedication of Facilities. Any undertaking by one Party to the
other Party under any provisions of this Agreement shall not constitute the dedication of the
Facility or any portion thereof of either Party to the public or to the other Party or any other
Person, and it is understood and agreed that any such undertaking by either Party shall cease
upon the termination of such Party’s obligations under this Agreement.
Section 14.6 Force Majeure.
(a) A Party shall not be considered to be in default in the performance of any
of its obligations under this Agreement (other than the obligations of a Party to make payment of
amounts due under this Agreement) when and to the extent such Party’s performance is prevented
by a Force Majeure that, despite the exercise of due diligence, such Party is unable to prevent or
mitigate, provided the Party has given a written detailed description of the full particulars of the
Force Majeure to the other Party reasonably promptly after becoming aware thereof (and in any
event within fourteen (14) days after the initial occurrence of the claimed Force Majeure event) (the
“Force Majeure Notice”), which notice shall include information with respect to the nature, cause
and date and time of commencement of such event, and the anticipated scope and duration of the
delay. The Party providing such Force Majeure Notice shall be excused from fulfilling its
obligations under this Agreement until such time as the Force Majeure has ceased to prevent
performance or other remedial action is taken, at which time such Party shall promptly notify the
other Party of the resumption of its obligations under this Agreement. If Seller is unable to deliver,
or Buyer is unable to receive, PV Delivered Energy due to a Force Majeure, then Buyer shall have
no obligation to pay Seller for PV Delivered Energy not delivered or received by reason thereof. It
is understood by the Parties that, subject to the provisions of Section 7.4, the foregoing provisions
shall not excuse any obligation of Seller with respect to delivery of the Guaranteed Delivered
Energy under ARTICLE VI, or Shortfall Energy (and Replacement Product, as applicable), or
either Party’s obligation to make payments to one another up to the time that Seller ceases deliveries
of PV Delivered Energy, arising prior to the occurrence of any Force Majeure event. In no event
shall Buyer or Seller be obligated to compensate the other Party or any other Person for any losses,
expenses or liabilities that the other Party or such other Person may sustain as a consequence of any
Force Majeure.
(b) The term “Force Majeure” means any act of God (including fire, flood,
earthquake, extremely severe storm, lightning strike, tornado, volcanic eruption, hurricane or other
natural disaster), labor disturbance, strike or lockout of a national scope, epidemic or pandemic, act
of the public enemy, war, insurrection, riot, explosion, terrorist activities or any order, regulation
or restriction imposed by governmental, military or lawfully established civilian authorities, or
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other occurrence that (i) prevents one Party from performing any of its obligations under this
Agreement, (ii) could not reasonably be anticipated as of the date of this Agreement, (iii) is not
within the reasonable control of, or the result of negligence, willful misconduct, breach of contract,
intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or
Affiliate of that Party, or any Person under the control of that Party or any of its subcontractors or
Affiliates, or any Person for whose acts such subcontractor or Affiliate is responsible), and (iv) by
the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be
avoided; provided, nothing in clause (iv) above shall be construed so as to require a Party to accede
or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute
in which it may be involved. Notwithstanding the foregoing, the conditions existing as of the date
of this Agreement due to the COVID-19 pandemic shall not be considered a Force Majeure, but
any subsequent increase in government restrictions due to a worsening or resurgence of the COVID-
19 pandemic may be considered a Force Majeure. Any Party rendered unable to fulfill any of its
obligations by reason of a Force Majeure shall exercise due diligence to remove such inability with
reasonable dispatch within a reasonable time period and mitigate the effects of the Force Majeure.
The relief from performance shall be of no greater scope and of no longer duration than is required
by the Force Majeure. Without limiting the generality of the foregoing, a Force Majeure does not
include any of the following (each an “Unexcused Cause”): (1) any requirement to comply with a
RPS Law or any change (whether voluntary or mandatory) in any RPS Law, or other Change in
Law, that may affect the value of the Products; (2) events arising from the failure by Seller to
construct, operate or maintain the Facility in accordance with this Agreement except to the extent
such event is caused by a Force Majeure; (3) any increase of any kind in any cost; (4) delays in or
inability of a Party to obtain financing or other economic hardship of any kind; (5) Seller’s ability
to enter into a contract to sell PV System Energy at a more favorable price or Buyer’s ability to
purchase the Product or any part thereof at a price lower than that provided in this Agreement;
(6) curtailment or other interruption of any Transmission Service except to the extent such
interruption is caused by a Force Majeure; (7) failure of third parties to provide goods or services
essential to a Party’s performance except to the extent such failure is caused by a Force Majeure;
(8) Facility or equipment failure of any kind except to the extent such failure is caused by a Force
Majeure; (9) any changes in the financial condition of Buyer, Seller, the Facility Lender or any
subcontractor or supplier affecting the affected Party’s ability to perform its obligations under this
Agreement.
(c) Buyer may terminate this Agreement if (i) a Force Majeure event occurs
that diminishes the production of the PV System by more than fifty percent (50%) of the PV
Contract Capacity or the capacity of the BESS by more than fifty percent (50%) of the BESS
Contract Capacity for a period of eighteen (18) consecutive months, or (ii) the Facility is rendered
inoperable and an independent engineer that is mutually acceptable to both Parties determines that
the Facility cannot be repaired or replaced within a period not to exceed twenty-four (24) months
following the date of the occurrence of the Force Majeure event.
(d) Any termination of this Agreement under Section 14.6(c) shall be “no-fault”
and neither Party shall have any liability or obligation to the other Party arising out of such
termination. Notwithstanding the foregoing, upon any such termination, each Party shall pay the
other Party for any and all amounts hereunder that may be owing, including Seller’s obligation to
make payments to Buyer for any existing Shortfall Energy, or other outstanding payments due in
the ordinary course that occurred prior to the termination. Buyer shall return to Seller the
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Performance Security (less any amounts drawn by Buyer in accordance with this Agreement). The
exercise by Buyer of its right to terminate the Agreement shall not render Buyer or Seller liable for
any losses or damages incurred by the other Party whatsoever.
Section 14.7 Assignment of Agreement.
(a) Buyer may from time to time and at any time assign any or all of its rights,
and delegate any or all of its obligations, under this Agreement in whole or in part without the
consent of Seller to a Qualified Buyer Assignee. Buyer shall provide Seller with thirty (30) days’
prior notice of any such assignment or delegation. Notwithstanding the foregoing, in connection
with any such assignment, such Qualified Buyer Assignee shall execute a written assumption
agreement in favor of Seller pursuant to which any such Qualified Buyer Assignee shall assume all
the obligations of Buyer under this Agreement, thereby relieving the assignor Buyer from its duties
and obligations hereunder and thereunder.
(b) Except as set forth in this Section 14.7, Seller shall not assign any of its
rights, or delegate any of its obligations, in or under this Agreement, without the prior written
consent of Buyer, such consent not to be unreasonably withheld, conditioned, or delayed beyond
the time period necessary for the internal review and approval process of Buyer. Any purported
assignment or delegation in violation of this provision shall be null and void and of no force or
effect.
(c) Seller may, without the prior written consent of Buyer, transfer or assign
this Agreement if (A) the assignee is an Affiliate of Seller; (B) Seller has given Buyer notice at
least fifteen (15) Business Days before the date of such proposed assignment; (C) Seller has
provided Buyer a written agreement or certificate signed by the Affiliate to which Seller wishes to
assign its interests that provides that such Affiliate will assume all of Seller’s obligations and
liabilities under this Agreement upon such transfer or assignment; and (D) such transfer or
assignment is not in violation of applicable law.
(d) Buyer’s consent shall not be required in connection with the collateral
assignment or pledge of this Agreement for the sole purpose of financing this Facility to any Facility
Lender or the assignment of this Agreement to a Tax Equity Investor in connection with a Tax
Equity Financing; provided, however, that (1) in connection with any such assignment or pledge
and the exercise of remedies by any Facility Lender, the Facility Lender acknowledges and agrees
to be bound by the requirement that the Facility be operated and maintained by a Qualified Operator
and (2) in the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of
foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender
shall be bound by the covenants and agreements of Seller in this Agreement. Seller shall provide
Buyer with ninety (90) days’ prior notice of any such collateral assignment or pledge.
Notwithstanding the foregoing or anything else expressed or implied herein to the contrary, Seller
shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the
Products (not including the proceeds thereof) to any Facility Lender; provided that nothing herein
shall limit Seller’s right to encumber revenues earned from the sale of all or any portion of the
Products, including Replacement Product.
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(e) Seller shall provide at least ninety (90) days’ written notice to Buyer prior
to the occurrence of any (i) Change in Control pursuant to Section 14.7(f), (ii) any Tax Equity
Financing or (iii) any proposed YieldCo Transfer. Concurrently with such notice, Seller shall
provide Buyer with a then-current chart of the corporate organizational structure and ownership of
Seller and a post-Change in Control, post-Tax Equity Financing or post YieldCo Transfer, as
applicable, chart of the corporate organizational structure and ownership of Seller. In addition,
following any permitted Change in Control, Seller and Buyer shall update the definition of Seller’s
Ultimate Parent by updating Schedule 12.2(h) of this Agreement.
(f) A Change in Control is permitted if (i) Buyer has given prior written consent
to the transaction or transactions constituting the Change in Control, such consent not to be
unreasonably withheld, conditioned or delayed and (ii) concurrently with the transaction or
transactions constituting the Change in Control, if there is a successor entity to Seller, such
successor entity executes a written assumption agreement in favor of Buyer pursuant to which such
successor entity shall assume all of the obligations of Seller under this Agreement, and agree to be
bound by all the terms and conditions of this Agreement. In connection with any Change in Control
in which Seller remains party to this Agreement, at Buyer’s request, Seller shall deliver an estoppel
certificate to Buyer confirming that this Agreement remains in full force and effect.
(g) Except for a sale or transfer of the Facility by a Facility Lender as
contemplated by Section 14.7(h), Seller shall not sell or transfer the Facility to any Person other
than a Person to whom Seller assigns this Agreement in accordance with this Section 14.7, without
the prior written consent of Buyer, other than a Sale Leaseback Financing (for which notice is
required), without the prior written consent of Buyer; provided, that any such sale or transfer shall
be in compliance with the provisions of Section 12.5(d). Any purported sale or transfer in violation
of this Section 14.7(g) shall be null and void and of no force or effect. A Change in Control shall
not be deemed a sale or transfer of the Facility.
(h) In no event shall Buyer be liable to any Facility Lender for any claims,
losses, expenses or damages whatsoever other than liability a Buyer may have to Seller under this
Agreement. In the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of
foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender
shall be bound by the covenants and agreements of Seller in this Agreement; provided, however,
that until the Person who acquires title to the Facility executes and delivers to Buyer a written
assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer,
such Person shall not be entitled to any of the benefits of this Agreement. Any sale or transfer of
all or any portion of the Facility by any Facility Lender in connection with any foreclosure, whether
judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust,
mortgage or similar Lien on the Facility, shall be made only to an entity that is a Qualified
Transferee.
(i) Seller shall reimburse, or shall cause the Facility Lender to reimburse,
Buyer for the incremental direct expenses reasonably incurred and documented by Buyer in the
preparation, negotiation, execution or delivery of the Consent and Agreement for the Facility
Lender and any other documents requested by Seller, the Facility Lender, or any Tax Equity
Investor and provided by Buyer, in connection with to this Section 14.7 or any Tax Equity
Financing.
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Section 14.8 Ambiguity. The Parties acknowledge that this Agreement was
jointly prepared by them, by and through their respective legal counsel, and any uncertainty or
ambiguity existing herein shall not be interpreted against either Party on the basis that the Party
drafted the language, but otherwise shall be interpreted according to the application of the rules
on interpretation of contracts.
Section 14.9 Attorneys’ Fees & Costs. Both Parties agree that in any action to
enforce the terms of this Agreement that each Party shall be responsible for its own attorneys’
fees and costs. Each of the Parties to this Agreement was represented by its respective legal
counsel during the negotiation and execution of this Agreement. Notwithstanding the foregoing,
to the extent Buyer incurs legal costs in order to facilitate a Sale Leaseback Financing under
Section 12.5(d) or the collateral assignment or pledge of this Agreement under Section 14.7(d),
to evaluate whether a Change in Control has occurred, or such other action or review that is at
the request of Seller, Seller shall bear Buyer’s reasonable and documented legal costs therefor.
Section 14.10 Voluntary Execution. Both Parties acknowledge that they have
read and fully understand the content and effect of this Agreement and that the provisions of this
Agreement have been reviewed and approved by their respective counsel. The Parties further
acknowledge that they have executed this Agreement voluntarily, subject only to the advice of
their own counsel, and do not rely on any promise, inducement, representation or warranty that
is not expressly stated herein.
Section 14.11 Entire Agreement; Amendments. This Agreement (including all
Appendices and Exhibits) contains the entire understanding concerning the subject matter herein
and supersedes and replaces any prior negotiations, discussions or agreements between the
Parties, or any of them, concerning that subject matter, whether written or oral, except as
expressly provided for herein. This is a fully integrated document. Each Party acknowledges
that no other party, representative or agent, has made any promise, representation or warranty,
express or implied, that is not expressly contained in this Agreement that induced the other Party
to sign this document. This Agreement may be amended or modified only by an instrument in
writing signed by each Party.
Section 14.12 Governing Law. This Agreement was made and entered into in the
County of Los Angeles, California and shall be governed by, interpreted and enforced in
accordance with the laws of the State of California, without regard to conflict of law principles.
Section 14.13 Venue. All litigation arising out of, or relating to this Agreement,
shall be brought in a state or federal court in the County of Los Angeles in the State of California.
The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State
of California and waive any defense of forum non conveniens.
Section 14.14 Execution in Counterparts. This Agreement may be executed in
counterparts and upon execution by each signatory, each executed counterpart shall have the
same force and effect as an original instrument and as if all signatories had signed the same
instrument. Any signature page of this Agreement may be detached from any counterpart of this
Agreement without impairing the legal effect of any signature thereon, and may be attached to
another counterpart of this Agreement identical in form hereto by having attached to it one or
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more signature pages.
Section 14.15 Effect of Section Headings. Section headings appearing in this
Agreement are inserted for convenience only and shall not be construed as interpretations of text.
Section 14.16 Waiver; Available Remedies. The failure of either Party to this
Agreement to enforce or insist upon compliance with or strict performance of any of the terms
or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a
waiver or relinquishment of any such terms, conditions or rights, but the same shall be and
remain at all times in full force and effect. Except to the extent this Agreement expressly
provides an exclusive remedy for a breach, nothing contained herein shall preclude either Party
from seeking and obtaining any available remedies hereunder, including recovery of damages
caused by the breach of this Agreement and specific performance or injunctive relief, or any
other remedy given under this Agreement or now or hereafter existing in law or equity or
otherwise. Seller acknowledges that money damages may not be an adequate remedy for
violations of this Agreement and that Buyer may, in its sole discretion seek and obtain from a
court of competent jurisdiction specific performance or injunctive or such other relief as such
court may deem just and proper to enforce this Agreement or to prevent any violation hereof.
Seller hereby waives any objection to specific performance or injunctive relief. The rights
granted herein are cumulative.
Section 14.17 Relationship of the Parties. This Agreement shall not be
interpreted to create an association, joint venture or partnership between the Parties hereto or to
impose any partnership obligation or liability upon either Party. Neither Party shall have any
right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or
to act as an agent or representative of, the other Party.
Section 14.18 Third Party Beneficiaries. The provisions of this Agreement are
solely for the benefit of the Parties, and, through Buyer, the Participating Members. Except for
the Participating Members, nothing in this Agreement, whether express or implied, shall be
construed to give to, or be deemed to create in, any other Person, whether as a third party
beneficiary of this Agreement or otherwise, any legal or equitable right, remedy or claim in
respect of this Agreement or any covenant, condition, provision, duty, obligation or undertaking
contained or established herein. Except as provided herein, this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of any Person that is
not a party hereto.
Section 14.19 Indemnification; Damage or Destruction; Insurance;
Condemnation; Limit of Liability.
(a) Indemnification. Seller undertakes and agrees to indemnify and hold
harmless Buyer, Participating Members, and all of their respective commissioners, officers, agents,
employees, advisors, and Authorized Representatives and assigns and successors in interest
(collectively, “Indemnitees”) and, at the option of Buyer, to defend such Indemnitees from and
against any and all suits and causes of action (including proceedings before FERC), claims, charges,
damages, demands, judgments, civil fines and penalties, other monetary remedies or losses of any
kind or nature whatsoever, for death, bodily injury or personal injury to any person, including
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Seller’s employees and agents, or third persons, or damage or destruction to any property of either
Party or third persons, in any manner arising by reason of any breach of this Agreement by Seller,
any failure of a representation, warranty or guarantee of Seller hereunder to be true in all material
respects, the negligent acts, errors, omissions or willful misconduct incident to the performance of
this Agreement on the part of Seller, or any of the Seller’s officers, agents, employees, or
subcontractors of any tier, except to the extent caused by the gross negligence or willful misconduct
of any such Indemnitee.
(b) Damage or Destruction. Subject to the provisions of Section 14.6, and to
the consent of Facility Lender, not to be unreasonably withheld, in the event of any damage or
destruction of the Facility or any part thereof, the Facility or such part thereof shall be diligently
repaired, replaced or reconstructed by Seller so that the Facility or such part thereof shall be restored
to substantially the same general condition and use as existed prior to such damage or destruction,
unless a different condition or use is determined by Seller using its reasonable discretion taking into
account the economics of repair, replacement, or reconstruction. Proceeds actually received of
Insurance with respect to such damage or destruction maintained as provided in this Agreement
shall be applied in Seller’s reasonable discretion, subject to the consent of the Facility Lender, not
to be unreasonably withheld, to the payment for such repair, replacement or reconstruction of the
damage or destruction.
(c) Insurance. Seller shall obtain and maintain the Insurance coverages listed
in Appendix F.
(d) [Reserved].
(e) Limitation of Liability. EXCEPT TO THE EXTENT INCLUDED IN
THE DAILY DELAY DAMAGES OR OTHER LIQUIDATED DAMAGES PROVIDED
HEREIN, INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS, OR
OTHER SPECIFIC CHARGES EXPRESSLY PROVIDED FOR HEREIN, IN NO EVENT
SHALL EITHER PARTY OR, IN THE CASE OF BUYER, ITS INDEMNITEES, BE LIABLE
FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER COSTS, BUSINESS
INTERRUPTION DAMAGES RELATED TO OR ARISING OUT OF A PARTY’S
PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED
ON OR CLAIMED UNDER STATUTE, CONTRACT, TORT (INCLUDING SUCH PARTY’S
OWN NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY AT LAW OR IN EQUITY.
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 OF SUCH DAMAGES, INCLUDING THE NEGLIGENCE OF ANY PARTY,
WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, CONTRIBUTORY, CONCURRENT, OR
ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH
PAYMENTS AS AN UNREASONABLE PENALTY. In no event shall Seller be liable to Buyer
for any Losses and Costs (including any liquidated damages) that are in the aggregate in excess of
Nine Million Eight Hundred Thousand Dollars ($9,800,000) during the period from the date of
execution of this Agreement until the Commercial Operation Date; provided, however, that such
limitation shall not apply to any Losses and Costs arising out of (i) Seller’s obligations under this
Agreement to indemnify and hold harmless Buyer for death, bodily injury, or personal injury to any
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person or damage or destruction to any property or (ii) the gross negligence or willful misconduct
of Seller or any of Seller’s Affiliates or subcontractors.
(f) To the extent any damages required to be paid hereunder are liquidated, the
Parties acknowledge that the damages are difficult or impossible to determine, and that the
liquidated damages constitute a reasonable approximation of the anticipated harm or loss.
Section 14.20 Severability. In the event any of the terms, covenants or conditions
of this Agreement, or the application of any such terms, covenants or conditions, shall be held
invalid, illegal or unenforceable by any court having jurisdiction, all other terms, covenants and
conditions of this Agreement and their application not adversely affected thereby shall remain
in force and effect, provided that the remaining valid and enforceable provisions materially retain
the essence of the Parties’ original bargain.
Section 14.21 Confidentiality.
(a) Each Party agrees, and shall use reasonable efforts to cause its parent,
subsidiary and Affiliates, and its and their respective directors, officers, employees, representatives
and agents, as a condition to receiving confidential information hereunder, to keep confidential,
except as required by applicable laws: (i) all documents, data, drawings, studies, projections, plans
and other written information that relate to economic benefits to, or amounts payable by, either
Party under this Agreement, and (ii) documents that are clearly marked “Confidential” at the time
a Party shares such information with the other Party (clauses (i) and (ii) above, the “Confidential
Information”). The provisions of this Section 14.21 shall survive and shall continue to be binding
upon the Parties for a period of one (1) year following the date of termination or expiration of this
Agreement. Notwithstanding the foregoing, information shall not be considered Confidential
Information which (A) is disclosed with the prior written consent of the originating Party, (B) was
in the public domain prior to disclosure or is or becomes publicly known or available other than
through the action of the receiving Party in violation of this Agreement, (C) was lawfully in a
Party’s possession or acquired by a Party outside of this Agreement, which acquisition was not
known by the receiving Party to be in breach of any confidentiality obligation, or (D) is developed
independently by a Party based solely on information that is not considered confidential under this
Agreement.
(b) Either Party may, without violating this Section 14.21, disclose matters that
are made confidential by this Agreement:
(i) to its counsel, accountants, auditors, advisors, other professional
consultants, credit rating agencies, actual or prospective, co-owners, investors, purchasers,
lenders, underwriters, contractors, suppliers, and others involved in construction,
operation, and financing transactions and arrangements for a Party or its subsidiaries or
Affiliates;
(ii) to Governmental Authorities and parties involved in any proceeding
in which either Party is seeking a Permit, certificate, or other regulatory approval or order
necessary or appropriate to carry out this Agreement;
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(iii) to Governmental Authorities or the public as required by any law,
regulation, order, rule, ruling or other Requirement of Law, including oral questions,
discovery requests, subpoenas, civil investigations or similar processes and laws or
regulations requiring disclosure of financial information, information material to financial
matters, and filing of financial reports;
(iv) to WREGIS in accordance with WREGIS Operating Rules; and
(v) with respect to Buyer, to any of its respective members from time to
time.
(c) If a Party is requested or required, pursuant to any applicable law,
regulation, order, rule, ruling or other Requirement of Law, discovery request, subpoena, civil
investigation or similar process to disclose any of the Confidential Information, such Party shall
provide prompt written notice to the other Party of such request or requirement so that at such other
Party’s expense, such other Party can seek a protective order or other appropriate remedy
concerning such disclosure.
(d) Notwithstanding the foregoing or any other provision of this Agreement,
Buyer may record, register, deliver and file all such notices, statements, instruments and other
documents as may be necessary or advisable to render fully valid, perfected and enforceable under
all applicable law the credit support contemplated by this Agreement, including the Project
Development Security, and the Delivery Term Security, and the rights, Liens and priorities of Buyer
with respect to such credit support.
(e) Notwithstanding the foregoing or any other provision of this Agreement,
Seller acknowledges that Buyer is subject to disclosure as required by the California Public Records
Act, Cal. Govt. Code §§ 6250 et seq. (“CPRA”) and the Ralph M. Brown Act, Cal. Govt. Code §§
54950 et seq. (“Brown Act”). Confidential Information of Seller provided to Buyer pursuant to this
Agreement will become the property of Buyer, and Seller acknowledges that Buyer shall not be in
breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for
any claims or causes of action whatsoever resulting from or arising out of Buyer copying or
releasing to a third party any Confidential Information of Seller pursuant to CPRA or Brown Act.
(f) Notwithstanding the foregoing or any other provision of this Agreement,
Buyer may record, register, deliver and file all such notices, statements, instruments and other
documents as may be necessary or advisable to render fully valid, perfected and enforceable under
all applicable law the credit support contemplated by this Agreement, and the rights, Liens and
priorities of Buyer with respect to such credit support.
(g) If Buyer receives a CPRA request for Confidential Information of Seller,
and Buyer or Buyer’s Authorized Representative determines that such Confidential Information is
subject to disclosure under CPRA, then Buyer shall notify Seller of the request and its intent to
disclose the documents. Buyer will comply with the disclosure requirements of the CPRA,
including with respect to the release of documents unless Seller timely obtains a court order
prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the
release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees
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to defend, indemnify and hold harmless Buyer and the Indemnitees from and against all suits,
claims, and causes of action brought against Buyer or any Indemnitees for Buyer’s refusal to
disclose Confidential Information of Seller to any person making a request pursuant to CPRA.
Seller’s indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer
and any Indemnitees, and specifically including costs of experts and consultants, as well as all
damages or liability of any nature whatsoever arising out of any suits, claims, and causes of action
brought against Buyer or any Indemnitees, through and including any appellate proceedings.
Seller’s obligations to Buyer and all Indemnitees under this indemnification provision shall be due
and payable on a Monthly, on-going basis within thirty (30) days after each submission to Seller of
Buyer’s invoices for all fees and costs incurred by Buyer and all Indemnitees, as well as all damages
or liability of any nature.
(h) Each Party acknowledges that any disclosure or misappropriation of
Confidential Information by such Party in violation of this Agreement could cause the other Party
or their Affiliates irreparable harm, the amount of which may be extremely difficult to estimate,
thus making any remedy at law or in damages inadequate. Therefore each Party agrees that the
non-breaching Party shall have the right to apply to any court of competent jurisdiction for a
restraining order or an injunction restraining or enjoining any breach or threatened breach of this
Agreement and for any other equitable relief that such non-breaching Party deems appropriate. This
right shall be in addition to any other remedy available to the Parties in law or equity.
Section 14.22 Mobile-Sierra. The Parties hereby stipulate and agree that this
Agreement was entered into as a result of arm’s-length negotiations between the Parties. Further,
the Parties believe that, to the extent the sale of Energy under this Agreement is subject to
Sections 205 and 206 of the Federal Power Act, 16 U.S.C. Sections 824d and 824e, the rates,
terms and conditions of this Agreement are just and reasonable within the meanings of Sections
205 and 206 of the Federal Power Act, and that the rates, terms and conditions of this Agreement
will remain so during the Agreement Term. Notwithstanding any provision of this Agreement,
the Parties waive all rights to challenge the validity of this Agreement or whether it is just and
reasonable for and with respect to the Agreement Term, under Sections 205 and 206 of the
Federal Power Act, and to request the FERC to revise the terms and conditions and the rates or
services specified in this Agreement, and hereby agree not to seek, nor support any third party
in seeking, to prospectively or retroactively revise the rates, terms or conditions of this
Agreement through application or complaint to FERC or any other state or federal agency, board,
court or tribunal, related in any manner as to whether such rates, terms or conditions are just and
reasonable or in the public interest under the Federal Power Act, absent prior written agreement
of the Parties. The Parties also agree that, absent prior agreement in writing by the Parties to a
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 provision of
this Section is unenforceable or ineffective as to such Party), a non-party or the FERC acting sua
sponte shall be the “public interest” application of the “just and reasonable” standard of review
that requires FERC to find an “unequivocal public necessity” or “extraordinary circumstances
where the public will be severely harmed” to modify a contract, as set forth in United Gas Pipe
Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v.
Sierra Pacific Power Co., 350 U.S. 348 (1956), and clarified by Morgan Stanley Capital Group,
Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 at 550-51 (2008) and NRG Power
Marketing, LLC v. Maine Public Utilities Comm’n, 558 U.S. 165 (2010).
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Section 14.23 Future Phases. In the event that, after the Commercial Operation
Date of the Facility, Seller or Affiliates of Seller develop additional phases of the Facility or
additional projects that (i) share real estate or infrastructure with the Site and (ii) that interconnect
through the Point of Interconnection, then Seller shall offer to Buyer a power purchase agreement
and a purchase option for such additional phase or project. Buyer and Seller shall have ninety
(90) days in which to negotiate diligently in good faith on the terms of an exclusivity agreement
with respect to the purchase of energy from such additional phase or project. If Buyer and Seller
cannot mutually agree on the terms of such exclusivity agreement after good faith diligent
negotiation for a period of ninety (90) days, then Seller may sell the energy from such additional
phase or project to a third party; provided that Seller may not offer terms with respect to such
third party which are more favorable than the terms offered to Buyer. If Buyer and Seller
mutually agree on the terms of an exclusivity agreement for the purchase of energy from such
additional phase or project, then, for the period of time specified in the exclusivity period, Buyer
and Seller shall negotiate diligently in good faith to reach agreement on the terms of a power
purchase agreement and a purchase option with respect to such additional phase or project. If
Buyer and Seller cannot mutually agree on terms of a power purchase agreement and a purchase
option with respect to such additional phase or project after good faith diligent negotiation for
the period of time specified in such exclusivity agreement, then Seller may sell the energy from
such additional phase or project to a third party; provided that Seller may not offer terms with
respect to the purchase of energy from such additional phase or project to such third party which
are more favorable than the terms offered to Buyer.
Section 14.24 Taxpayer Identification Number (TIN). Seller declares that its
authorized TIN is 36-4840280. No payment will be made under this Agreement without a valid
TIN.
Section 14.25 Service Contract. The Parties intend that this Agreement will
qualify as a “service contract” as such term is used in Section 7701(e) of the United States
Internal Revenue Code of 1986.
Section 14.26 Dodd-Frank Wall-Street Reform and Consumer Protection Act.
If and to the extent that this Agreement and the performance of the Parties’ obligations requires
any reporting to the Commodity Futures Exchange Commission (together with any successor
body, the “CFTC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection
Act, Seller shall be responsible for all such reporting (and Seller shall bear all costs and expenses
associated therewith) and shall be the reporting counterparty for purposes of applicable parts of
the regulations of the CFTC promulgated under the Commodity Exchange Act. Buyer shall
promptly provide information reasonably required by Seller for any such reporting and Seller
shall be entitled to report and disclose information concerning all swaps transacted under this
Agreement (including information regarding the economic terms and valuations of this
Agreement) to any applicable Governmental Authority (or a third party swap data repository as
required by a Governmental Authority), from time to time, to the extent required by any
applicable laws, regulations, rules or orders of any Governmental Authority. Additionally, to the
extent either Party needs additional information or details from the other Party in order to comply
with any such applicable laws, regulations, rules or orders (including information concerning
such other Party’s organization, corporate status, status under the CFTC’s regulations and/or
unique entity identifier), such other Party shall promptly provide such additional information or
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details to the first Party upon request therefor. Buyer shall promptly reimburse Seller for any
costs, fines or penalties Seller incurs as a result of Buyer’s failure to comply with this Section
14.26. Seller shall promptly reimburse Buyer for any costs Buyer incurs as a result of Seller’s
failure to comply with this Section 14.26 and the Commodity Exchange Act, except to the extent
such costs are a result of any action or omission of Buyer.
Signature Page to Power Purchase Agreement between Daggett Solar Power 2 LLC
and Southern California Public Power Authority
Buyer and Seller were represented by legal counsel during the negotiation and execution
of this Agreement and the Parties have executed this Agreement as of the dates set forth below,
effective as of the Effective Date.
BUYER:
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By:
Its:
Date:
Attest:
Signature Page to Power Purchase Agreement between Daggett Solar Power 2 LLC
and Southern California Public Power Authority
SELLER:
DAGGETT SOLAR POWER 2 LLC
By:
Craig Cornelius
Its: President
Date: January 5, 2022
Appendix A-1 - 1
APPENDIX A-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
CONTRACT PRICE
1. Startup and Test Energy. The Contract Price per MWh for Startup and Test Energy
(including associated Environmental Attributes and Capacity Rights) is equal to fifty percent
(50%) of the then-applicable price per MWh for PV Delivered Energy as provided in #2 below.
2. PV Delivered Energy. Commencing on the Commercial Operation Date, the
Contract Price for PV Delivered Energy that is not Startup and Test Energy, Excess Energy or
Excess Energy > 120% (including associated Environmental Attributes and Capacity Rights) is
$24.85 per MWh, as such price may be adjusted in accordance with the Agreement.
3. Excess Energy. The Contract Price per MWh for Excess Energy (including
associated Environmental Attributes and Capacity Rights) is fifty percent (50%) of the then-
applicable price per MWh for PV Delivered Energy as provided in #2.
4. Excess Energy > 120%. The Contract Price per MWh for Excess Energy > 120%
(including associated Environmental Attributes and Capacity Rights) is equal to twenty-five
percent (25%) of the then-applicable price per MWh for PV Delivered Energy as provided in #2
above.
Appendix B-1 - 1
APPENDIX B-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FACILITY, PERMITS AND OPERATOR
1. Name of Facility: Daggett Solar Power 2 Facility
Location: City of Daggett, San Bernardino County, California
2. Owner: Daggett Solar Power 2 LLC
3. Operator: Clearway Renewable Operation & Maintenance LLC
4. Equipment:
(a) Type of Facility: Solar Photovoltaic and Battery Energy Storage System
(b) PV Contract Capacity: 65 MWac
(c) BESS Contract Capacity: 132 MWh (33 MW per hour for four (4) hours)
(d) Capacity Factor: 36.6%*
5. Expected Commercial Operation Date: June 30, 2023
Guaranteed Commercial Operation Date (from Appendix I): September 30, 2023
6. Permits:
(a) CEQA Determination
(b) Building Permit
(c) Grading Permit
(d) Other permits, if any, required for the construction and operation of the Facility.
_________________________________
* The actual Capacity Factor may vary depending on weather and other meteorological conditions,
final Facility design and other factors, although the Annual Contract Quantities in Appendix C and
the Guaranteed Delivered Energy levels are fixed for all purposes of the Agreement.
Appendix B-2 - 1
APPENDIX B-2
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
MAP OF THE FACILITY
Appendix C - 1
APPENDIX C
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
ANNUAL CONTRACT QUANTITY
Contract Year Annual Contract
Quantity, MWh
Guaranteed Delivered
Energy (85% of Expected
Annual Contract
Quantity)
1 208,499 177,224
2 207,456 176,338
3 206,414 175,452
4 205,371 174,566
5 204,329 173,679
6 203,286 172,793
7 202,244 171,907
8 201,201 171,021
9 200,159 170,135
10 199,116 169,249
11 198,074 168,363
12 197,031 167,477
13 195,989 166,590
14 194,946 165,704
15 193,904 164,818
16 192,861 163,932
17 191,819 163,046
18 190,776 162,160
19 189,734 161,274
20 188,691 160,388
(1) The Annual Contract Quantity for the Initial Stub Year (“Year 1 ACQ”) shall be calculated
based on the actual Commercial Operation Date of the Facility using the following formula:
Year 1 ACQ = 208,499 MWh * Annual Adjustment (as defined below)
(2) The Annual Contract Quantity for the Final Stub Year (“Year 21 ACQ”) shall be calculated
based on the actual Commercial Operation Date of the Facility using the following formula:
Year 21 ACQ = 188,691 MWh * Annual Adjustment (as defined below)
Appendix C - 2
“Annual Adjustment” means the percentage, expressed as a decimal, of annual production for
each of Initial Stub Year and Final Stub Year based on the actual Commercial Operation Date of
the Facility and the Annual Production Breakdown table below.
Annual Production Breakdown
Month Days in Month Percent Annual
Production in Month
January 31 5.51%
February 28 6.35%
March 31 8.78%
April 30 9.61%
May 31 10.86%
June 30 10.91%
July 31 10.33%
August 31 10.06%
September 30 9.07%
October 31 7.77%
November 30 5.82%
December 31 4.94%
Appendix D - 1
APPENDIX D
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FORM OF ATTESTATION
____________(Seller)____________ Environmental Attribute Attestation and Bill of Sale
__________________ (“Seller”) hereby sells, transfers and delivers to Southern California Public
Power Authority (“Buyer”) the Environmental Attributes and Environmental Attribute Reporting
Rights associated with the generation from the Facility described below:
Facility name and location:
Fuel Type: Capacity (MW): Operational Date:
As applicable: CEC Reg. no. ___ Energy Admin. ID no. ____ Q.F. ID no. ___
Dates MWhs delivered
________________ 20__ ___________
________________ 20__ ___________
________________ 20__ ___________
in the amount of one Environmental Attribute or its equivalent for each MWh delivered.
Seller further attests, warrants and represents as follows:
i) the information provided herein is true and correct;
ii) its sale to Buyer is its one and only sale of the Environmental Attributes and associated
Environmental Attribute Reporting Rights referenced herein;
iii) the Facility generated and delivered to the grid the Energy in the amount indicated as
undifferentiated Energy; and
iv) Seller owns the Facility and each of the Environmental Attributes and Environmental
Attribute Reporting Rights associated with the generation of the indicated Energy for
delivery to the grid have been generated and sold by the Facility.
This serves as a bill of sale, transferring from Seller to Buyer all of Seller’s right, title and interest in
and to the Environmental Attributes and Environmental Attribute Reporting Rights associated with
the generation of the Energy for delivery to the grid.
Contact Person/telephone: ____________________
Appendix E - 1
APPENDIX E
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FORM OF LETTER OF CREDIT
IRREVOCABLE AND UNCONDITIONAL
STANDBY LETTER OF CREDIT NO. ___________
Applicant:
[___________]
Beneficiary:
Southern California Public Power Authority
1160 Nicole Court
Glendale, CA 91740
Amount:
Expiration Date:
Expiration Place:
Ladies and Gentlemen:
We hereby issue our Irrevocable and Unconditional Standby Letter of Credit in favor of the
beneficiary by order and for the account of the applicant which is available at sight for USD
$XX,XXX,XXX by sight payment upon presentation to us at our office at [bank’s address],1 of:
(i) your written demand for payment containing the text of Exhibit I, (ii) your signed statement
containing the text of Exhibit II, and (iii) the original of this Letter of Credit and all amendments
(or photocopy of the original for partial drawings) (the “Documents”). Drawings may be presented
via fax to ______. The original Letter of Credit and documents are to be sent via overnight courier
to our address indicated above.
A presentation under this Letter of Credit may be made only on a day, and during hours, in which
such office is open for business, and payments can be effected via wire transfer (a “Business Day”).
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 that the
1 Note to Issuer: The Letter of Credit must be payable in U.S. dollars within the continental U.S.
Appendix E - 2
Available Amount shall be reduced by the amount of each such drawing.
Upon presentation to us of your Documents in conformity with the foregoing, we will, on the third
(3rd) succeeding Business Day after such presentation, irrevocably and without reserve or
condition except as otherwise stated herein, make payment hereunder in the amount set forth in
the demand. Payment shall be made to your order in the account at the bank designated by you in
the demand in immediately available funds. We agree that if, on the Expiration Date, the office
specified above is not open for business by virtue of an interruption of the nature described in the
Uniform Customs Article 36, this Letter of Credit will be duly honored if the specified Documents
are presented by you within thirty (30) days after such office is reopened for business.
Provided that the presentation on this Letter of Credit is made on or prior to the Expiration Date
and the applicable Documents as set forth above conform to the requirements of this Letter of
Credit, payment hereunder shall be made regardless of: (a) any written or oral direction, request,
notice or other communication now or hereafter received by us from the Applicant or any other
person except you, including without limitation any communication regarding fraud, forgery, lack
of authority or other defect not apparent on the face of the documents presented by you, but
excluding solely a written order issued by a court, which order specifically orders us not to make
such payment; (b) the solvency, existence or condition, financial or other, of the Applicant or any
other person or property from whom or which we may be entitled to reimbursement for such
payment; and (c) without limiting clause (b) above, whether we are in receipt of or expect to
receive funds or other property as reimbursement in whole or in part for such payment.
We agree that the time set forth herein for payment of any demand(s) for payment is sufficient to
enable us to examine such demand(s) and the related Document(s) referred to above with care so
as to ascertain that on their face they appear to comply with the terms of this credit and that if such
demand(s) and Document(s) on their face appear to so comply, failure to make any such payment
within such time shall constitute dishonor of such demand(s).
This Letter of Credit shall terminate upon the earliest to occur of (i) our receipt of a notice in the
form of Exhibit IV hereto signed by an authorized officer of Beneficiary, accompanied by this
Letter of Credit for cancellation, (ii) our close of business at our aforesaid office on the Expiration
Date, or if the Expiration Date is not a Business Day, then on the next Business Day.
It is a condition of this Letter of Credit that it shall be deemed automatically extended without
amendment for one (1) year from the Expiration Date, or any future expiration date, unless at least
thirty (30) calendar days prior to the Expiration Date (or any future expiration date), we send you
notice by registered mail, return receipt requested or overnight courier at your address herein stated
or such other address of which you notify us in advance in writing that we elect not to consider
this Letter of Credit extended for any such additional period.
We may, in our sole discretion, increase or decrease the stated amount of this Letter of Credit , and
the Expiration Date may be extended, by an amendment to this Letter of Credit in the form of
Exhibit III signed by us. Any such amendment for decrease shall become effective only upon
acceptance by your signature on a hard copy amendment.
You shall not be bound by any written or oral agreement of any type between us and the Applicant
Appendix E - 3
or any other person relating to this credit, whether now or hereafter existing.
We hereby engage with you that your demand(s) for payment in conformity with the terms of this
Letter of Credit will be duly honored as set forth above. All fees and other costs associated with
the issuance of and any drawing(s) against this Letter of Credit shall be for the account of the
Applicant. All of the rights of the Beneficiary set forth above shall inure to the benefit of your
successors by operation of law. In this connection, in the event of a drawing made by a party other
than the Beneficiary, such drawing must be accompanied by the following signed certification and
copy of document proving such successorship:
“The undersigned does hereby certify that [drawer] is the successor by operation of law to
the Southern California Public Power Authority, a beneficiary named in [name of bank] Letter of
Credit No. __________.”
Except so far as otherwise expressly stated herein, this Letter of Credit is subject to the “Uniform
Customs and Practices for Documentary Credits,” (2007 Revision) of the International Chamber
of Commerce Publication No. 600 (the “Uniform Customs”). As to matters not governed by the
Uniform Customs, this Letter of Credit shall be governed by and construed in accordance with the
laws of the State of California. Any litigation arising out of, or relating to this Letter of Credit,
shall be brought in a State or Federal court in the County of [___________] in the State of
California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in
the State of California and waive any defense of forum non conveniens.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way
be modified, amended, amplified or limited by reference to any document, instrument or
agreement referred to herein, except for Exhibit I, II, III and IV hereto and the notices referred to
herein; and any such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except as otherwise provided in this paragraph.
Communications with respect to this Letter of Credit shall be in writing and shall be addressed to
us at the address referred to above, and shall specifically refer to this Letter of Credit no. _____.
Yours faithfully,
(name of issuing bank)
By
Title
Appendix E - 4
EXHIBIT I
DEMAND FOR PAYMENT
Re: Irrevocable and Unconditional Standby Letter of Credit
No. ________________ Dated ___________, 20__
[Insert Bank Address]
To Whom It May Concern:
Demand is hereby made upon you for payment to us of $___________ by deposit to our
account no. __________ at [insert name of bank]. This demand is made under, and is subject to
and governed by, your Irrevocable and Unconditional Standby Letter of Credit no. __________
dated __________, 20__ in the amount of $__________ established by you in our favor for the
account of ____________________ as the Applicant.
DATED: ____________________, 20__.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
Title
Appendix E - 5
EXHIBIT II
STATEMENT
Re: Your Irrevocable and Unconditional Standby Letter of Credit
No. _____________ Dated ________, 20__
[Insert Bank Address]
To Whom It May Concern:
Reference is made to your Irrevocable and Unconditional Standby Letter of Credit no.
__________, dated __________, 20____ in the amount of $_____________________ established
by you in our favor for the account of _______________________, as the Applicant.
We hereby certify to you that $________________ is due, owing and unpaid to us by the
Applicant in that certain [DESCRIBE AGREEMENT].
DATED: ____________________, 20__.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
Title
Appendix E - 6
EXHIBIT III
AMENDMENT
Re: Irrevocable and Unconditional Standby Letter of Credit
No. ________________ Dated ________________, 20__
Beneficiary: Applicant:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
To Whom It May Concern:
The above referenced Irrevocable and Unconditional Standby Letter of Credit is hereby
amended as follows: by increasing / decreasing / leaving unchanged (strike two) the stated amount
by $ _______________ to a new stated amount of $ __________________ or by extending the
Expiration Date to _____________________ from ____________________. All other terms and
conditions of the Letter of Credit remain unchanged.
An amendment is effective only when accepted by the Southern California Public Power
Authority, below.
Dated: _______________________
Yours faithfully,
(name of issuing bank)
By
Title
ACCEPTED
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By
Title
Date
Appendix E - 7
EXHIBIT IV
SURRENDER
Re: Your Irrevocable and Unconditional Standby Letter of Credit
No. _____________ Dated ________, 20__
[Insert Bank Address]
Notice of Surrender of Letter of Credit
Date: ________________________
Attention: Letter of Credit Department
Ladies and Gentlemen:
We refer to your above-mentioned Irrevocable and Unconditional Standby Letter of Credit (the
“Letter of Credit”). The undersigned, an authorized signer of the Southern California Public Power
Authority, hereby surrenders this Letter of Credit to you for cancellation as of the date set forth
above. No payment is demanded of you under this Letter of Credit in connection with this
surrender.
Very truly yours,
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
Title
Appendix F - 1
APPENDIX F
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
INSURANCE
I. GENERAL REQUIREMENTS
Within thirty (30) days after the Effective Date, Seller shall furnish Buyer evidence of commercial
automobile liability, commercial general liability, excess liability, and workers’ compensation
coverage meeting the requirements set forth in this Appendix F from insurers acceptable to Buyer
and in a form acceptable to the risk management section of the project manager for Buyer or
acceptable to Buyer’s agent for this purpose. Such insurance shall be maintained by Seller at
Seller’s sole cost and expense. Prior to the date on which each of Builders’ Risk, Property All
Risk and Professional Liability insurance is required to be obtained, Seller shall furnish Buyer
evidence of coverage meeting the requirements of this Appendix F.
Such insurance shall not limit or qualify the liabilities and obligations of Seller assumed under this
Agreement. Buyer shall not by reason of its inclusion under these policies incur liability to the
insurance carrier for payment of premium for these policies.
Any insurance carried by Buyer which may be applicable shall be deemed to be excess insurance
and Seller’s insurance is primary for purposes under this Agreement despite any conflicting
provision in Seller’s policies to the contrary.
Such insurance shall not be canceled without Seller first giving thirty (30) days’ prior notice
thereof (ten (10) days for non-payment of premium) to Executive Director, Southern California
Public Power Authority, 1160 Nicole Court, Glendora, CA 91740.
Should any portion of the required insurance be on a “Claims Made” policy, Seller shall, at the
policy expiration date following completion of work, provide evidence that the “Claims Made”
policy has been renewed or replaced with the same limits, terms and conditions of the expiring
policy, or that an extended discovery period has been purchased on the expiring policy at least for
the contract under which the work was performed.
Appendix F - 2
II. SPECIFIC COVERAGES REQUIRED
A. Commercial Automobile Liability
Seller shall provide Commercial Automobile Liability insurance which shall include
coverages for liability arising out of the use of owned (if applicable), non-owned, and hired
vehicles for performance of the work by Seller or its officers, agents, or employees, as
required, to be licensed under the California or any other applicable state vehicle code. The
Commercial Automobile Liability insurance shall have not less than One Million Dollars
($1,000,000.00) combined single limit per occurrence and shall apply to all operations of
Seller.
The Commercial Automobile Liability policy shall include Buyer, its members, and their
officers, agents, and employees while acting within the scope of their employment, as
additional insureds with Seller, and shall insure against liability for death, bodily injury, or
property damage resulting from the performance of this Agreement by Seller or its officers,
agents, or employees. The evidence of insurance shall be a form acceptable to Buyer’s risk
management agent.
B. Commercial General Liability
Seller shall provide Commercial General Liability insurance that includes coverage for
Bodily Injury, Contractual Liability, Independent Contractors, Property Damage, Premises
and Operations, Products and Completed Operations, and Personal & Advertising Injury
coverages included. Such insurance shall provide coverage for total limits actually
arranged by Seller, but not less than Ten Million Dollars ($10,000,000.00) per occurrence
and in the aggregate. . Umbrella or Excess Liability coverages may be used to supplement
primary coverages to meet the required limits. Evidence of such coverage shall be a form
acceptable to Buyer’s risk management agent, and shall provide for the following:
1. Include Buyer and its officers, agents, and employees as additional
insureds with the Named Insured for the activities and operations of
Seller and its officers, agents, or employees under this Agreement.
2. Severability-of-Interest or Cross-Liability Clause.
3. A description of the coverages included under the policy.
C. Excess Liability
Seller may use an Umbrella or Excess Liability Coverage to meet coverage limits specified
in this Agreement. Seller shall require the carrier for Excess Liability to properly schedule
and to identify the underlying policies to the policy acceptable to Buyer’s risk management
agent. Such policy shall include, as appropriate, coverage for Commercial General
Liability, Commercial Automobile Liability, Employer’s Liability, or other applicable
insurance coverages on a follow form basis.
Appendix F - 3
D. Workers’ Compensation/Employer’s Liability Insurance
Seller shall provide Workers’ Compensation insurance covering all of Seller’s employees
in accordance with the laws of any state in which the work is to be performed and including
Employer’s Liability insurance and a Waiver of Subrogation in favor of Buyer. The limit
for Employer’s Liability coverage shall be not less than One Million Dollars
($1,000,000.00) each accident and shall be a separate policy if not included with Workers’
Compensation coverage. Umbrella or Excess Liability coverages may be used to
supplement primary coverages to meet the required limits. Evidence of such insurance shall
be a form of Buyer Special Endorsement of insurance or on an endorsement to the policy
acceptable to Buyer’s risk management agent. Workers’ Compensation/Employer’s
Liability exposure may be self-insured provided that Buyer is furnished with a copy of the
certificate issued by the state authorizing Seller to self-insure. Seller shall notify Buyer’s
Risk Management Section by receipted delivery as soon as possible of the state
withdrawing authority to self-insure.
E. Builders’ Risk
Prior to commencing Site construction activities, Seller, or Seller’s EPC Contractor, shall
provide Builder’s Risk insurance, which shall be of the “all risk” type, shall be written in
completed value form, and shall protect Seller, the Southern California Public Power
Authority, the Board of Directors, and Buyer’s members against risks of damage to
buildings, structures, and materials and equipment that constitute part of the Facility,
whether on site or in transit from any location worldwide. Outside of the United States,
this transit insurance requirement may be satisfied by the purchase of a global marine
specific policy, if applicable. The amount of such insurance shall be not less than the
insurable value of the work at completion except for sublimits that are prudent with
industry practice Buyer shall be a named additional insured on the policy as their interest
may appear. The Builder’s Risk insurance shall provide for losses to be payable to Seller
and the aforementioned additional insured, as their interests may appear. The policy shall
contain a provision that in the event of payment for any loss under the coverage provided,
the insurance company shall have no rights of recovery against Seller and the
aforementioned named additional insured. The Builders’ Risk policy shall insure against
all risks of direct physical loss or damage to property from any cause including testing,
ensuing loss, commissioning, and, to the extent available in the insurance market on
generally commercially reasonable terms, earthquake and flood, provided, that should
Seller determine that either coverage is not available on generally commercially reasonable
terms as aforesaid, Seller shall notify Buyer not less than thirty (30) days in advance of the
date when such coverage will not, or will no longer, be available together with a description
of Seller’s efforts to obtain such coverage and an explanation of the basis for Seller’s
determination in reasonable detail. The policy shall be in full force and effect until the
earlier of: (1) the Commercial Operation Date or the substantial completion of the Facility,
whichever date is the later, or (2) the effective date of the Property All Risk Insurance
referenced below.
Appendix F - 4
F. Property All Risk Insurance
Seller shall procure and maintain or cause to be procured and maintained an All Risk
Physical Damage policy to insure the full replacement value of the property located at
Facility as described in this Agreement and with sublimits prudent with industry practice
and commercial availability. The policy shall include coverage for expediting expense,
extra expense, Business Interruption, ensuing loss from faulty workmanship, faulty
materials, or faulty design (LEG 2). This policy shall be obtained and placed in full force
and effect prior to the expiration of the Builder’s Risk Policy. This policy shall have the
same insureds, and all losses shall be payable in the same manner, as provided for the
Builders’ Risk Policy in Paragraph II.E.
G. Professional Liability
Prior to the commencement of work by Seller’s EPC Contractor under Seller’s engineering,
procurement and construction contract for the Facility, and subject to the following
paragraph, Seller shall provide (or cause its EPC Contractor to provide) Professional
Liability insurance with contractual liability coverage included covering Seller’s (or such
EPC Contractor’s, as applicable) liability arising from errors and omissions made directly
or indirectly during the execution of this Agreement (or the engineering, procurement and
construction contract, as applicable) and shall provide coverage for the total limits actually
arranged by Seller, but not less than $1,000,000.00, each claim. Such policy shall be
maintained for not less than three (3) years after the Commercial Operation Date under this
Agreement.
The Parties agree to confer in good faith prior to the hiring of Seller’s EPC Contractor (i)
to determine whether the preceding requirement for Professional Liability insurance is
reasonably necessary to be included in this Agreement to protect Buyer or the Buyer’s
Members consistent with Prudent Utility Practices and (ii) to modify (or eliminate) such
requirement as mutually agreed to be appropriate based on the foregoing standard in clause
(i).
Appendix G - 1
APPENDIX G
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
QUALITY ASSURANCE PROGRAM
Seller shall implement a Quality Assurance (“Q/A”) Program to ensure that the performance of
the Facility fulfills the Requirements. The Q/A Program shall provide assurance that the Facility
will comply with the Requirements and the manufacturers’ or suppliers’ requirements for
successful operation of the Facility.
Quality at Seller
Seller believes that quality is the unit of measure for assessing fulfillment of project goals. A
quality project meets or exceeds the contract requirements and accepted standards of professional
and industry practice. Furthermore, high quality projects are those that address client and societal
needs more successfully than “low” quality projects. While this may seem like a straightforward
definition, the process to ensure quality is much more involved and includes quality management,
quality planning, quality control, quality assurance, a quality system, and total quality
management.
“Quality assurance” refers to a process that reduces the potential for error throughout the phases
of a project. On projects with a Q/A Program, the chances of producing a poor quality deliverable
are substantially reduced. Quality control procedures are an integral part of quality assurance.
Historically, industry has used the term “quality control” to indicate a checking procedure for
verifying the quality of deliverables. This checking commonly occurs at the end of the process,
long after an error may have been made and compounded by subsequent work. While quality
control checks at the end of a project are an essential exercise, scheduled periodic reviews at each
phase of project conceptual and final design are integral to the Seller’s Q/A Program. In addition,
quality maintenance which meets or exceeds manufacturers’ or suppliers’ requirements and best
industry practices must be an integral part of Seller’s Q/A Program.
The Quality Management Process
The surest way to achieve satisfactory quality is to adhere to a proven quality process. The term
“quality” most accurately refers to a project’s ability to satisfy needs when considered as a whole
and each part of the process meets or exceeds the standards of Prudent Utility Practices.
Seller’s project management team is responsible for proactively planning and directing the quality
of the work process, services, and deliverables. Seller’s project management team targets the
following areas to monitor quality:
Appendix G - 2
1) A written Quality Plan.
2) Independent engineering review of the entire project process, from design review
through Commercial Operation.
3) A written maintenance manual for the Facility for the duration of the commercial
operation that complies with the maintenance manuals of the manufacturers and
suppliers from whom Seller has purchased equipment and/or material and best
industry practices.
Quality Plan
The idea of a Quality Plan is to incorporate quality assurance in all areas of project execution.
Seller has found that quality needs to be institutionalized into the project process, not only in the
budgeting process, but everywhere. For example, specific tasks and duties need to be allocated to
specific individuals; roles and interface points need to be clearly defined; individual assignments
need to be realistic; special attention needs to be paid to complex areas within projects; schedules
need to be realistic and achievable; and lastly the work culture needs to be enjoyable and open so
that employees are empowered to react quickly to symptoms of quality problems before they
actually manifest.
The Seller’s quality program shall be documented in a Quality Plan (the “Quality Plan”). The
form and the format of the Quality Plan shall be developed by Seller, but must comply with Prudent
Utility Practices and follow manufacturers’ and suppliers’ recommendations without deviation.
The content of the Quality Plan shall provide written descriptions of policies, procedures and
methodology to accomplish a quality project. Seller shall submit three (3) copies of the Quality
Plan within ninety (90) days after the Effective Date to Buyer or Buyer’s Authorized
Representative. The Quality Plan shall be kept current by Seller throughout the term of this
Agreement through the submittal of revisions, as appropriate, by Seller to Buyer or Buyer’s
Authorized Representative.
The Quality Plan shall describe the authority and the responsibility of the Persons in charge of the
Q/A Program and inspection activities. Furthermore, it shall provide the plan and strategy for
quality control and review during the construction period. The Quality Plan shall strive, at a
minimum, to define control procedures or methods to assure the following:
(a) The design documents, drawings, specifications, Q/A procedures, records,
inspection procedures and purchase documents are maintained to be current,
accurate and in compliance with all applicable law.
(b) The purchased materials, equipment and services comply with the Requirements.
(c) The materials received at the site are inspected for compliance with specifications.
(d) The subcontracted work is adequately inspected by third parties as necessary.
(e) Proper methods are employed for the qualification of personnel who are performing
work for the construction of the Facility.
Appendix G - 3
(f) Proper documentation, control and disposition of nonconforming equipment and
materials is maintained.
(g) Proper records are kept and available following project completion to ensure
accurate documentation of as-built conditions.
(h) Detailed and complete plan for maintenance and operation during commercial
operations consistent with manufacturers’ and suppliers’ recommendations and
best industry practices.
Conceptual Design Review
Seller has a team of professionals who develop and review conceptual design. The team consists
of specialists in land-use and planning, permitting, meteorology, engineering, construction, project
management, and finance. A preliminary site plan is developed in order to assess the solar
resource, project constructability, site access, cultural and biological impact, land use restrictions,
and landowner requirements. At this stage, the site plan is reviewed, modified as necessary, and
used to begin the permitting and public review process. The site plan may be further modified
based on comments received during the permitting and public review process. Subsequent to this
phase, final third party engineering will commence.
Final Engineering Design
Third party engineering firms, licensed to practice in the state in which the project is to be
constructed, will commence the detailed design necessary for the permitting and construction of
the Facility. Seller and a third party independent engineer will review the final work products to
ensure conformance with this Agreement. When Seller and third party independent engineer have
completed a review process, and all substantial comments have been addressed, the design is
considered final.
Quality Assurance at the Construction Site
Seller will employ a contractor to construct the project. The contractor will be required to have a
quality assurance program implemented by its own staff, and utilizing third party inspectors as
necessary. The primary areas of focus are assuring conformance of construction to design
drawings, conformance of materials to specifications, and to ensure prudent industry standards and
best practices are being utilized. The contractor will be required to provide third party inspection
and testing as necessary. The contractor will also be required to maintain a set of drawings during
the course of construction, which will be used to document any changes to the design documents.
Proposed project changes would be reviewed and approved in the field by Seller's construction
management team prior to implementation.
The contractor will provide the required oversight and training of its installation crew to ensure
the construction of the Facility meets its quality guidelines. As necessary, equipment suppliers
may have technical advisors on site to inspect, advise, and sign off on installation means and
methods. In addition, Seller will have its own construction management team on site consisting
of a construction manager and quality inspectors who will observe performance of all areas of the
work and ensure compliance with design documents and Q/A procedures. The contractor and
Appendix G - 4
appropriate equipment suppliers will commission the Facility per prudent industry standards,
equipment specifications, and utility requirements. Prior to construction completion, a punchlist
will be developed by the contractor, Seller, Seller's representatives, and third party independent
engineer. This punchlist is maintained by the contractor, and is signed off by Seller upon
completion of all punchlist items. Lastly, the independent engineer may perform periodic audits
during construction to oversee critical items, confirm construction progress, and provide
independent reporting and assessments to the project stakeholders.
Following completion of the project, the contractor will be required to provide to Seller as-built
design drawings, record of all testing documentation, and final permit approvals. This
documentation will be maintained at the project site during operations of the Facility.
Quality Assurance During Commercial Operations
Seller shall supply a Quality Assurance Plan for Buyer’s review no less than sixty (60) days prior
to the anticipated Commercial Operation Date. Upon receipt of Quality Assurance Plan, Buyer
shall provide written comment within ten (10) Business Days. Seller shall reasonably address
substantial comments.
Appendix G - 5
EXHIBIT A
TO
QUALITY ASSURANCE PROGRAM
QUALITY PLAN TEMPLATE
PROJECT NAME:
PROJECT MANAGER: DATE:
QUALITY MANAGEMENT APPROACH:
The Project Management Team is fully committed through all Project engineering, construction and
commissioning phases, to the Quality Management System. The focus is on the project’s deliverable
and the standards and criteria being used will ensure the project meets established quality standards and
stakeholder satisfaction. The project team will work with the EPC’s Quality Group to define and
document all organizational and project specific quality standards for the project. All quality
documentation will become part of the Project Plan and will be transitioned to O&M upon the
completion of the project.
QUALITY REQUIREMENTS/STANDARDS:
x To ensure those human resources working on the Project are suitably qualified, given clear
definition of their working responsibilities and provided with the necessary work instructions and
procedures. To identify any specific training needs where necessary to project resources;
x To ensure that all Contractor, Sub-contractor and Vendor designs of manufactured items or
components and respective services comply with the same quality policy and objectives set out in
the Site Quality Management Plan;
x To establish and maintain systems in place for preventive action and continual improvement, such
as checking, reviewing and auditing of activities to ensure that specified requirements are met both
during and after installation. Particular attention shall be given to system interfaces and areas that
will be subject to difficult, complex and program sensitive from the point of rectification, to
minimize cost and schedule effect should a quality problem evolve;
x To establish, document, implement and maintain an effective and efficient Project Quality
Management System with a focus on prevention rather than cure;
x To ensure that actions are taken without undue delay to eliminate detected nonconformities and
their causes;
x To continually improve the effectiveness of the Project Quality Management System through the
use of the project quality policy, quality objectives, audit results, analysis of data, corrective and
preventive action and management review to ensure "getting it right first time, every time"; To
comply with the respective legislative requirements, codes, standards and specifications.
Appendix G - 6
QUALITY ASSURANCE: The Project Manager will schedule regularly occurring process, management, and
document reviews. In these reviews, an agenda item will include a review of project processes, any discrepancies
and/or audit findings from the quality manager, and a discussion on process improvement initiatives. Quality
assurance reviews, findings, and assessments will result in some form of process improvement and, as a result,
project improvement. All process improvement efforts will be documented, implemented, and communicated to
stakeholders as changes are made. Project Sheet Set drawings including the detailed Field Assembly instructions
shall be studied by foreman and workers alike in an effort to ensure complete understanding of both the
specifications and work practices needed to comply prior to first article installation. The craft foreman holds the
responsibility for first article inspections and release of workers under his/ her supervision to continue and ensure
subsequent units are completed to specification. After release the craft foreman shall perform periodic inspections
through walk downs to ensure units remain installed to spec and sequence, and shall repeat training where
necessary upon observation of deviations. The quality assurance process provides a project commitment to a world
class performance in Quality issues to all personnel, contractors, vendors and sites involved in project.
Determination of policy compliance shall be verified on the basis of objectives evidence, through concise
contractual strategy that include carefully developed engineering and quality requirements, and by good
coordination and communications, supported by vigilance in review, audit and surveillance of the scope of the
project.
QUALITY CONTROL: The Clearway Construction Quality group shall develop, implement, and maintain the
completed installation process of Product Electrical and Civil/Mechanical Quality Control Plans. These plans shall
include details of the end-to-end critical-to-quality (CTQ) checkpoints, specific characteristics to inspect, how to
inspect them, sampling rates and accept/ reject quantities. The Installing Contractor shall be responsible for
performing Level 1 audits to ensure compliance to specifications post installation using the checks and sampling
rates as defined on the applicable Control Plan. The General Contractor shall be responsible for performing Level 2
audits to ensure the installing contractors have complied with specifications at reduced sampling rates as defined on
the applicable Control Plan. Where a GC is self-performing the installation, the Level 1 and 2 audits shall be
executed by different individuals. Clearway Construction Quality shall perform Level 3 audits to ensure
contractors have complied with the specifications at further reduced sampling rates as defined on the applicable
control plans.
x Quality Surveillance is a critical activity to ensure standard attributes are met during the installation
process. All contractors and CEG employees are expected to cooperate and collaborate through Quality
Surveillance to reach the common goals of the project.
x Surveying agents are expected to use Control Plans, standard work Instructions, project sheet sets, or any
known information to validate the works are being completed per the source of truth and to effectively
ensure the works are being completed to print, both in process and finished product attributes. Surveying
agents shall not be prohibited from examining the works as needed. Surveying agents are additionally
expected to cooperate with the contractors performing the works such that the work plan is not impeded in
any substantial way.
x Quality Surveillance is viewed as a collective responsibility to be carried out by all individuals working on
the project.
Appendix G - 7
QUALITY CONTROL MEASUREMENTS:
Each inspecting entity is not limited to the content of the control plans themselves. The Issue for Construction plan
set and subsequent RFI’s shall be used in the determination. In certain cases records shall be kept detailing which
specific items were inspected along with measurements to inform if the finished attributes meet the defined
attributes. The intent is to capture specific items audited such that subsequent inspections can perform sampling on
both previously included, as well as omitted items. Note: it is the contractor’s responsibility to formulate record
forms needed for this task. These records can be in word document, excel, or annotated site drawing format. It is a
requirement to review the planned method of recording with the Site Quality Manager to ensure adequacy.
Said record forms shall be turned over along with the applicable control plan, which should indicate pass/fail of the
respective item to the Clearway Construction Manager. Where deviations are observed in excess of the defined
reject quantities the inspection shall cease, and be cause for increased sampling and correction by the contractor,
and then the audit re-performed. This sampling shall be determined on a case by case basis with cooperation from
the contractor, the General Contractor and Clearway Quality in the determination. Where defects are observed that
do not exceed the defined reject quantities, each identified defect shall be documented using the Quality Incident
Report Log sheet, and corrected prior to turn over for the subsequent audits. This methodology is applicable to
each Level of the Quality Control Inspection process.
APPROVED BY PROJECT MANAGER:
Name Signature Date
OTHER COMPONENTS:
Appendix G - 8
QUALITY PLAN TEMPLATE INSTRUCTIONS
PROJECT NAME - PROJECT MANAGER - DATE: Fill in the requested information.
QUALITY MANAGEMENT APPROACH:
տ Who will be handling quality management issues?
տ Will the project conform to established quality standards?
տ How will quality requirements be enforced?
տ How will quality performance be measured and reported?
QUALITY REQUIREMENTS/STANDARDS:
տ How does the project team identify appropriate quality standards?
տ How does the project team document quality standards?
տ How will the project team be able to demonstrate compliance with quality standards?
տ Does the quality plan include quality standards for both products and work processes?
QUALITY ASSURANCE:
տ Who will be auditing quality processes while work is being performed?
տ What basic approach will the auditor use to assess quality performance?
տ What is the quality assessment schedule?
տ How will audit results be directed toward process and product improvement?
Appendix G - 9
QUALITY CONTROL:
տ Who will assess overall project quality performance and product quality?
տ How will quality activities be monitored and recorded, and how will those records be
used to evaluate quality performance?
տ How will final product quality be evaluated?
տ What measurements and standards should be used for quality control activities?
տ What process will be used for recommending necessary changes?
QUALITY CONTROL MEASUREMENTS:
տ What quality metrics will be used over the life of the project?
տ How will quality measurements be recorded and maintained?
տ How will metric standards and tolerances be established?
տ If measurements do not fall within its corresponding tolerance range, what action will
be taken?
տ If multiple responses to a failed quality metric are plausible, how will an action be
chosen?
APPROVED BY PROJECT MANAGER: Name, signature and date of Project Manager.
OTHER COMPONENTS: This checklist contains other documents that must be completed and
approved before this Plan is considered complete. Exceptions must be approved by the Director of
Construction.
Appendix H - 1
APPENDIX H
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
[RESERVED]
Appendix I - 1
APPENDIX I
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
MILESTONE SCHEDULE
Pre-Commercial Operation Date
No. Guaranteed Date Milestone Description Daily Liquidated
Damages/Mitigation
Plan
Security Deposit at
Milestone Achievement
1. 10 days following
Effective Date
Provision of
development security
Contractual provision
without specific daily
damages
$100/kW
2. Guaranteed
Commercial
Operation Date
Post-Commercial
Operation Date security
Contractual provision
without specific daily
damages
$150/kW
3.
Complete
Execute Site Control
Agreements
Mitigation Plan to
maintain Guaranteed
Commercial Operation
Date
4.
Complete
Execute
Interconnection
Agreement
Mitigation Plan to
maintain Guaranteed
Commercial Operation
Date
5. 9 months prior to
Guaranteed
Commercial
Operation Date
Execute Facility
Financing documents
Mitigation Plan to
maintain Guaranteed
Commercial Operation
Date
6. 9 months prior to
Guaranteed
Commercial
Operation Date
Construction Start
Milestone:
Begin construction of
the Facility.
$52,750.00/day for up to
180 days of delay (up to
amount of Facility
development security)
7.
September 30, 2023
Guaranteed
Commercial Operation
Date
$80,000.00/day for up to
180 days of delay (up to
amount of Facility
development security)
Post-Commercial Operation Date
8. Within 6 months
after COD
Proof of CEC
Certification
Contractual provision
without specific daily
damages
9.
On-going
Verification of
WREGIS Registration
(pre-COD, Seller must
provide sufficient
evidence to Buyer that
Contractual provision
without specific daily
damages
Appendix I - 2
it has prepared and
registered all required
documents and have
taken all necessary
steps for final WREGIS
approval, including the
Notice of Substantial
Completion or COD
notice to WREGIS, as
appropriate. Post-COD,
Seller must provide
sufficient evidence to
Buyer that substantial
completion of the
Facility is verified, and
it has provided
WREGIS with the
notice of COD and are
only waiting for
WREGIS to approve
the unit so that RECs
can be created.
10.
Monthly on-going
Seller to provide
monthly reports of
expected generation
and indicators of when
there may be a
Shortfall.
Contractual provision
without specific daily
damages
11.
Monthly on-going
Seller to provide
monthly reports of past
generation performance
that include but are not
limited to: Facility
performance summary
with month/year to date
Facility performance on
MWh, capacity factor,
comparison of actual
vs. expected,
availability, wind
speed/average
illumination;
operational summary
including weather for
the month, reasons for
downtime, scheduled
maintenance and
repairs, curtailment
events; safety and
environmental
summary.
Contractual provision
without specific daily
damages
Appendix J - 1
APPENDIX J
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
AUTHORIZED REPRESENTATIVES;
BUYER AND SELLER BILLING, NOTIFICATION AND
SCHEDULING CONTACT INFORMATION
1. Authorized Representative. The initial Authorized Representatives of Buyer and Seller
pursuant to Section 14.1 are as follows:
1.1 Buyer:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Telephone: (626) 793-9364
Facsimile: (626) 704-9461
Email: projects@scppa.org
1.2 Seller:
4900 Scottsdale Road, Suite 5000
c/o Solar Asset Management LLC
Scottsdale, AZ 85251
Attn: VP Asset Management
Phone: 480-424-1240
Email: am@clearwayenergy.com
With a copy to:
5790 Fleet Street, Suite 200
Carlsbad, CA 92008
Attn: General Counsel
Phone: 760-710-2187
Email: legalnotices@clearwayenergy.com
2. Billings. Billings and payments pursuant to ARTICLE XI and Appendix A-1 shall be
transmitted to the following addresses:
Appendix J - 2
2.1 If Billing to Buyer:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attention: Accounts Payable
Telephone: (626) 793-9364
Facsimile: (626) 704-9461
Email: projectinvoices@scppa.org (with a copy to projects@scppa.org)
2.2 If Payment to Buyer:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attention: Finance and Accounting
Telephone: (626) 793-9364
Facsimile: (626) 704-9461
Email: projectinvoices@scppa.org
2.3 If Payment or Billing to Seller:
4900 Scottsdale Road, Suite 5000
c/o Solar Asset Management LLC
Scottsdale, AZ 85251
Attn: VP Asset Management
Phone: 480-424-1240
Email: am@clearwayenergy.com
3. Notices. Unless otherwise specified by Buyer all notices (other than Scheduling notices,
curtailment notices, and Deemed Generated Energy notices):
If to Buyer:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attention: Executive Director
Telephone: 626-793-9364
Facsimile: 626-793-9461
Email: projects@scppa.org
Appendix J - 3
And with a copy to:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Telephone: 626 793 9364
Attention: Randy Krager, rkrager@scppa.org
Email: projects@scppa.org
If to Seller:
4900 Scottsdale Road, Suite 5000
c/o Solar Asset Management LLC
Scottsdale, AZ 85251
Attn: VP Asset Management
Phone: 480-424-1240
Email: am@clearwayenergy.com
With a copy to:
5790 Fleet Street, Suite 200
Carlsbad, CA 92008
Attn: General Counsel
Phone: 760-710-2187
Email: legalnotices@clearwayenergy.com
Appendix K-1 - 1
APPENDIX K-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
BESS PERFORMANCE GUARANTEES; ANNUAL PV SYSTEM AVAILABILITY
GUARANTEE
A. BESS Performance Guarantees
a. Round Trip Efficiency Performance Guarantee shall be the efficiency rate listed in the
table below for the applicable Contract Year:
Contract Year Efficiency Rate
1 86.8%
2 86.7%
3 86.5%
4 86.3%
5 86.1%
6 86.0%
7 85.8%
8 85.6%
9 85.5%
10 85.3%
11 85.1%
12 84.9%
13 84.8%
14 84.6%
15 84.4%
16 84.3%
17 84.1%
18 83.9%
19 83.8%
20 83.6%
The “Minimum Round Trip Efficiency Performance Guarantee” shall be 90% of
the Round Trip Efficiency Performance Guarantee.
Appendix K-1 - 2
b. “Guaranteed Dischargeable Energy” shall be 132 MWh as measured in accordance
with Sections B and C below. The “Minimum Dischargeable Energy Performance
Guarantee” shall be 90% of Guaranteed Dischargeable Energy.
c. Monthly BESS Availability Guarantee shall be 98%.
B. Storage Capacity Tests
The following methods shall be used to track, measure and verify the applicable metrics for
determining Seller’s satisfaction of the BESS Performance Guarantees:
Following the Commercial Operation Date, once each Contract Year Seller will perform a
Storage Capacity Test and will give Buyer ten (10) Business Days prior notice of such test. At
least twice per Contract Year, Buyer shall have the right to require Seller to schedule and
complete a Storage Capacity Test. In addition, Buyer shall have the right to require a test or
retest of the Storage Capacity Test at any time upon no less than five (5) Business Days prior
written notice to Seller if Buyer provides data with such notice reasonably indicating that the
Dischargeable Energy has varied materially from the results of the most recent Storage Capacity
Test. Seller shall have the right to run a retest of any Storage Capacity Test upon five (5)
Business Days’ prior written notice to Buyer (or any shorter period reasonably acceptable to
Buyer consistent with Prudent Utility Practices).
No later than five (5) days following any Storage Capacity Test, Seller shall submit a testing
report detailing results and findings of the test. The report shall include BESS Energy Meter
readings and plant log sheets verifying the operating conditions and output of the BESS. In
accordance with Section 9.6 of the Agreement and Appendix K-3, the actual Round Trip
Efficiency and Dischargeable Energy determined pursuant to a Storage Capacity Test shall
become the new Round Trip Efficiency and Dischargeable Energy at the beginning of the day
following the completion of the test for calculating the BESS Capacity Price and all other
purposes under this Agreement.
C. BESS Performance Guarantee Calculations
For purposes of this Appendix K-1, the following terms shall have the respective meanings
ascribed to them:
“Energy In” has the meaning set forth in Part II.B of Appendix K-3.
“Energy Out” has the meaning set forth in Part II.B of Appendix K-3.
“Cycle” means a single cycle of operation of the BESS during which the BESS is fully
charged and discharged, as tracked by the BMS.
“UNAVAILHRSm” means the total number of hours in a given month during which the
BESS was unavailable (as such unavailability is prorated for any BESS Contract
Capacity that is available to charge and discharge Energy at any given time) for any
reason other than the occurrence of any BESS Excused Condition. To be clear, hours of
Appendix K-1 - 3
unavailability caused by any BESS Excused Condition will not be included in
UNAVAILHRSm for such month. Any other event that results in unavailability of the
BESS for less than a full hour will count as an equivalent percentage of the applicable
hour(s) for this calculation.
(i) Dischargeable Energy (DE):
The total amount of Energy Out during each of the first four (4) hours of discharge,
measured at the BESS Energy Meter pursuant to a Storage Capacity Test in
accordance with Appendix K-3, shall be the new Dischargeable Energy (“DEy”) and
shall be compared to the Guaranteed Dischargeable Energy (“GDEy”) until updated
pursuant to a subsequent Storage Capacity Test.
(ii) Round Trip Efficiency:
The total amount of Energy Out divided by the total amount of Energy In, measured
at the BESS Energy Meter pursuant to a Storage Capacity Test in accordance with
Appendix K-3, exclusive of electrical losses to the Point of Delivery and separately
metered station use associated with battery cooling and other thermal management
equipment, and expressed as a percentage, shall be the new Round Trip Efficiency
(“RTEy”) and shall be compared to the Round Trip Efficiency Performance
Guarantee for the applicable Contract Year (“RTE Performance Guaranteey”), until
updated pursuant to a subsequent Storage Capacity Test.
(iii) Monthly BESS Availability:
Calculated on a monthly basis for month k and compared to a fixed constant:
ǡ௬ ǡ௬
ǡ௬
where UNAVAILHRSk,y represents the UNAVAILHRSm for the kth month of the yth
contract year and THk,y represents the total number of hours in the same
corresponding month.
C. Annual PV System Availability Guarantee
No later than 60 days after each Contract Year, Seller shall deliver to Buyer a calculation showing
Seller’s computation of the Annual PV System Availability of the PV System for the previous
Contract Year.
Appendix K-1 - 4
“Annual PV System Availability” or “PVSAy” means a percentage calculated as (a) 100,
multiplied by (b) the result of (i) the sum of all Available Hours for all inverters electrically
connected to and capable of delivering energy through the interconnection facilities at the
beginning of the relevant Contract Year, divided by (ii) the sum of all Period Hours in the relevant
Contract Year for all PV System inverters at the beginning of the Contract Year.
“Annual PV System Availability Requirement” or “PVSARy” means for the first full Contract
Year and each Contract Year thereafter, 80%.
“Available Hours” mean (a) the number of Period Hours in which a PV System inverter was
electrically interconnected to the interconnection facilities, plus (b) the number of hours during
any BESS Excused Condition. Available Hours are counted by an inverter’s programmable logic
controller.
“Period Hours” mean the sum total of all daylight hours for the applicable Contract Year.
Appendix K-2 - 1
APPENDIX K-2
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
REMEDY CALCULATIONS FOR FAILURE OF BESS PERFORMANCE
GUARANTEES AND ANNUAL PV SYSTEM AVAILABILITY GUARANTEE
A. For purposes of determining the Adjusted BESS Capacity Price due to a failure of the
Dischargeable Energy Performance Guarantee, the “Dischargeable Energy Adjustment
Factor” shall be equal to the result of the following formula (where y represents the
applicable Contract Year that such guarantee is not satisfied):
௬
௬
B. For purposes of determining the Adjusted BESS Capacity Price due to a failure of the Round
Trip Efficiency Performance Guarantee, the “Round Trip Efficiency Adjustment Factor”
shall be equal to the result of the following formula (where y represents the applicable
Contract Year that such guarantee is not satisfied):
௬
ݕ
C. For purposes of determining the Adjusted BESS Capacity Price due to a failure of the Annual
PV System Availability Guarantee, the “Annual PV System Availability Adjustment Factor”
shall be equal to the result of the following formula (where y represents the applicable Contract
Year that such guarantee is not satisfied):
௬
௬
Appendix K-3 - 1
APPENDIX K-3
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
STORAGE CAPACITY TEST PROCEDURES
PART I. GENERAL.
Each Storage Capacity Test shall be conducted in accordance with Prudent Utility Practices and
the provisions of this Appendix K-3. For ease of reference, a Storage Capacity Test is sometimes
referred to in this Appendix K-3 as a “SCT”. Buyer or its representative may be present for the
SCT and may, for informational purposes only, use its own metering equipment (at Buyer’s sole
cost).
PART II. REQUIREMENTS APPLICABLE TO ALL STORAGE CAPACITY TESTS.
A. Purpose of Test. Each SCT shall:
(1) Determine the amount of Energy required to fully charge the BESS;
(2) Determine the BESS charge ramp rate;
(3) Determine the BESS discharge ramp rate;
(4) Determine an updated Dischargeable Energy;
(5) Determine an updated Round Trip Efficiency.
B. Test Elements. Each SCT shall include the following test elements:
x The measurement of charging energy exclusive of station use and electrical
losses, as measured by the BESS Energy Meter or other mutually agreed
meter, that is required to charge the BESS up to the Maximum Stored
Energy Level (as defined in Appendix Q) Level not to exceed the BESS
Contract Capacity (MWh) (“Energy In”);
x The measurement of discharging energy exclusive of station use and
electrical losses, as measured by the BESS Energy Meter or other mutually
agreed meter, that is discharged from the BESS to the Point of Delivery
until the Stored Energy Level reaches zero MWh as indicated by the battery
management system (“Energy Out”);
Appendix K-3 - 2
x Electrical output at Maximum Discharging Capacity (as defined in
Appendix Q) at the BESS Energy Meter (MW);
x Electrical input at Maximum Charging Capacity (as defined in Appendix
Q) at the BESS Energy Meter (MW);
x Amount of time between the BESS’s electrical output going from 0 to
Maximum Discharging Capacity;
x Amount of time between the BESS’s electrical input going from 0 to
Maximum Charging Capacity;
x Amount of energy required to go from 0% Stored Energy Level to 100%
Stored Energy Level charging at a rate equal to the Maximum Charging
Capacity.
C. Parameters. During each SCT, the following parameters shall be measured and
recorded simultaneously for the BESS, at ten (10) minute intervals:
(1) discharge time (minutes);
(2) charging energy (MWh);
(3) discharging energy (MWh);
(4) Stored Energy Level (MWh).
D. Site Conditions. During each SCT, the following conditions at the Site shall be
measured and recorded simultaneously at thirty (30) minute intervals:
(1) Relative humidity (%);
(2) Barometric pressure (inches Hg) near the horizontal centerline of the BESS;
and
(3) Ambient air temperature (°F).
E. Test Showing. Each SCT must demonstrate that the BESS:
(1) successfully started;
(2) operated for at least four (4) consecutive hours at Maximum Discharging
Capacity;
(3) operated for at least four (4) consecutive hours at Maximum Charging
Capacity;
(4) is able to deliver discharging energy to the Point of Delivery as measured
by the BESS Energy Meter for four (4) consecutive hours at a rate equal to
Appendix K-3 - 3
the Maximum Discharging Capacity.
F. Test Conditions.
(i) General. At all times during a SCT, the BESS shall be operated in
compliance with Prudent Utility Practices and all operating protocols
recommended, required or established by the manufacturer for operation at
Maximum Discharging Capacity and Maximum Charging Capacity (as each
is defined in Appendix Q).
(ii) Abnormal Conditions. If abnormal operating conditions that prevent the
recordation of any required parameter occur during a SCT (including a level
of irradiance that does not permit the PV System to produce sufficient
charging energy), Seller may postpone or reschedule all or part of such SCT
in accordance with Part II.G below.
(iii) Instrumentation and Metering. Seller shall provide all instrumentation,
metering and data collection equipment required to perform the SCT. The
instrumentation, metering and data collection equipment electrical meters
shall be calibrated in accordance with Prudent Utility Practices.
G. Incomplete Test. If any SCT is not completed in accordance herewith, Buyer may
in its sole discretion: (i) accept the results up to the time the SCT stopped; (ii)
require that the portion of the SCT not completed, be completed within a reasonable
specified time period; or (iii) require that the SCT be entirely repeated.
Notwithstanding the above, if Seller is unable to complete a SCT due to a Force
Majeure event or the actions or inactions of Buyer or the CAISO or the PTO or the
Transmission Provider, Seller shall be permitted to reconduct such SCT on dates
and at times reasonably acceptable to the Parties.
H. Final Report. Within fifteen (15) Business Days after the completion of any SCT,
Seller shall prepare and submit to Buyer a written report of the results of the SCT,
which report shall include:
(1) a record of the personnel present during the SCT that served in an operating,
testing, monitoring or other such participatory role;
(2) the measured data for each parameter set forth in Part II.A through C,
including copies of the raw data taken during the test;
(3) the level of Dischargeable Energy, Energy In, Energy Out, Round Trip
Efficiency, Maximum Charging Capacity, the current charge and discharge
ramp rate, and Stored Energy Level determined by the SCT, including
supporting calculations; and
(4) Seller’s statement of either Seller’s acceptance of the SCT or Seller’s
rejection of the SCT results and reason(s) therefor.
Appendix K-3 - 4
Within ten (10) Business Days after receipt of such report, Buyer shall notify Seller
in writing of either Buyer’s acceptance of the SCT results or Buyer’s rejection of
the SCT and reason(s) therefor.
If either Party rejects the results of any SCT, such SCT shall be repeated in
accordance with Part II.G.
I. Supplementary Storage Capacity Test Protocol. No later than sixty (60) days prior
to commencing Facility construction, Seller shall deliver to Buyer for its review
and approval (such approval not to be unreasonably delayed or withheld) an
updated supplement to this Appendix K-3 with additional and supplementary
details, procedures and requirements applicable to Storage Capacity Tests based on
the then current design of the Facility (“Supplementary Storage Capacity Test
Protocol”). Thereafter, from time to time, Seller may deliver to Buyer for its review
and approval (such approval not to be unreasonably delayed or withheld) any Seller
recommended updates to the then current Supplementary Storage Capacity Test
Protocol. The initial Supplementary Storage Capacity Test Protocol (and each
update thereto), once approved by Buyer, shall be deemed an amendment to this
Appendix K-3.
Part III. SUPPLEMENTARY STORAGE CAPACITY TEST PROTOCOL
A. Conditions Precedent to SCT
x Control System Functionality: The storage facility control system shall be
successfully configured to receive data from the battery system, exchange
distributed network protocol 3 data with the Buyer SCADA device, and transfer
data to the database server for the calculation, recording and archiving of data
points.
x Communications: Remote Terminal Unit (RTU) testing should be successfully
completed prior to SCT. The interface between Buyer’s RTU and the storage
facility SCADA system should be fully tested and functional prior to starting
testing. This includes verification of data transmission pathway between the
Buyer’s RTU and Seller’s control system interface and the ability to record
SCADA data.
x Commissioning Checklist: Commissioning Checklist shall be successfully
completed on all installed facility equipment, including verification that all
controls, set points, and instruments of the control system are configured.
x Control System Functionality: The control system is operable within the
requirements and has been successfully configured to receive data from the
battery system and transfer data to the onsite servers for the calculation,
recording and archiving of data points.
x The following Commercial Operation tests will be repeated annually:
Appendix K-3 - 5
x Round-Trip Efficiency and Energy Test
B. Round-Trip Efficiency and Dischargeable Energy Test
1. The following test demonstrates the updated Round Trip Efficiency and amount
of Energy required to fully charge the BESS (when performed annually or ad
hoc).
i. The resulting quantity of discharging energy is the Energy Out (as
reported in Part II.B above) and the resulting quantity charging energy
is the Energy In (as reported in Part II.B above).
ii. The Qualified Energy is the sum of the total quantity of discharging
energy at the BESS Energy Meter.
2. The BESS will be operated in both the charge and discharge directions in the
following order:
i. [Seller to specify, example language below]
ii. [Set each Battery Subsystem to [3%] SOC.
iii. Allow each Battery Subsystem to enter background cell balancing mode
by maintaining a SOC of [3% for 20 minutes]. After the background cell
balancing mode begins the system can be operated as normal. Allow the
cell balancing function to operate in the background for at least 24
hours to allow the automatic cell balancing procedure to reach
completion. This time may be reduced based on equipment suppliers’
recommendations.
iv. Discharge each Battery Subsystem to 0% SOC.
v. Immediately perform the Round-Trip Efficiency and Energy Test set
forth below.]
3. To be valid, the SCT must be started within twenty-four (24) hours of the end
of the period (greater than four days) during which cell balancing was
completed. For the duration of the SCT, the Control System will be configured
to have the power limiting mechanisms disabled, and each battery subsystem
shall be configured to follow the charge and discharge current limits specified
by their respective battery management system.
4. Procedure:
i. System Starting State: The BESS will be in the on-line state with each
Battery Subsystem at 0% SOC.
ii. Verify that in the previous twenty-four (24) hour period, each Battery
Subsystem completed the cell balancing procedure allowing full cell
balancing to occur, as described in steps i-iv.
iii. Verify that ambient temperature measurements at all Battery
Subsystems are between [18°C and 28 °C ] throughout this test.
iv. Record initial values of each Battery Subsystem SOC.
Appendix K-3 - 6
v. Command a real power charge that results in an AC power of the
BESS’s full charging power and continue the charge until the power is
2% different.
vi. Record and store the AC energy charged to the system as measured at
the BESS Energy Meter. Measurements will be made by the BESS
Energy Meter with recording in the storage facility historian.
vii. Within 5 minutes, command a real power discharge that results in an
AC power output of the BESS’s maximum discharge power.
viii. Maintain the discharging until the power is 2% different.
ix. Record and store the AC energy discharged as measured at the BESS
Energy Meter. Measurements will be made by the BESS Energy Meter
with recording in the BESS historian.
Pass/Fail Criteria
The measured Round Trip Efficiency is greater than or equal to the Round Trip Efficiency
Performance Guarantee. The Dischargeable Energy is greater than or equal to the
Guaranteed Dischargeable Energy.
Passed Failed Date:
Test Performed by:
Test Witnessed by:
Notes/Test Conditions:
________________________________________________________________________
________________________________________________________________________
Appendix L-1 - 1
APPENDIX L-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FORM OF CONSTRUCTION START DATE CERTIFICATION
This certification (“Certification”) of the Construction Start Date is delivered by Daggett Solar
Power 2 LLC (“Seller”) to Southern California Public Power Authority (“Buyer”) in accordance
with the terms of that certain Power Purchase Agreement dated __________ (“Agreement”) by
and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise
defined herein shall have the respective meanings assigned to such terms in the Agreement.
Seller hereby certifies and represents to Buyer the following:
1. the engineering, procurement and construction contract related to the Facility was
executed on __________;
2. the notice provided by Seller to EPC Contractor by which Seller authorizes the EPC
Contractor to begin construction of the Facility without any delay or waiting periods was
issued on ______________ (attached); and
3. the Construction Start Date has occurred.
IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as
of the ___ day of ________.
DAGGETT SOLAR POWER 2 LLC
By:
Its:
Date:
Appendix L-2 - 1
APPENDIX L-2
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FORM OF COMMERCIAL OPERATION DATE CERTIFICATION
In accordance with the terms of that certain Power Purchase Agreement dated as of
[_______], 2022 (as amended, restated, supplemented or otherwise modified from time to time,
the “Agreement”) by and between Southern California Public Power Authority (“Buyer”) and
Daggett Solar Power 2 LLC (“Seller”), in order to determine achievement of Commercial
Operation of the Facility, Seller shall demonstrate to Buyer that the Facility is operating and able
to produce and deliver Delivered Energy to Buyer in accordance with the terms of the Agreement
by delivery of a Commercial Operation Date Certification (the “Certificate”), signed by an
authorized representative of Seller as to all of the items below, and which shall include a certificate
in the form attached hereto of an Independent Engineer, licensed in the State of California,
regarding the Facility’s ability to deliver Delivered Energy and confirming the items set forth
therein. Any capitalized term used herein but not defined in the Certificate shall have the meaning
set forth in the Agreement. The Certificate shall be submitted by Seller, along with reasonable
documentation as may be requested by Buyer, and certify as to the following:
1. All solar panels comprising the PV System have been installed in
accordance with the manufacturer’s specifications.
2. The electrical collection system related to the solar panels
referenced in paragraph (1) above is complete, functional, and energized for the
Facility.
3. Seller’s collector substation is complete and capable of delivering
an as-available product.
4. The Facility is operational and interconnected with the Point of
Delivery and capable of delivering the Delivered Energy and receiving and storing
the BESS Metered Input as required under the Agreement.
5. The battery comprising the BESS has been installed in accordance
with the manufacturer’s specifications.
6. Copies of any documentation provided by the manufacturer of the
solar panels referenced in paragraph (1) or the battery referenced in paragraph (5)
(including a copy of the full BESS specifications) stating the solar panels or battery,
Appendix L-2 - 2
as applicable, have been manufactured in accordance with such manufacturer’s
specifications, have been provided to Buyer.
7. Construction of the Facility has been completed in accordance with
the terms and conditions of this Agreement, and the Facility possesses all of the
characteristics required by, and satisfies all of, the Requirements.
8. The Facility has successfully completed all testing required by
Prudent Utility Practices or any Requirement of Law to be completed prior to full
commercial operation. Testing shall include but not be limited to operating the
Facility for a period of not less than twenty (20) consecutive days delivering PV
Delivered Energy in an amount equal to the PV System Contract Capacity and
BESS Metered Output in an amount equal to the BESS Contract Capacity, in each
case, during such period to the Point of Delivery.
9. The BESS has passed the Storage Capacity Test set forth in the
Agreement.
10. Seller has obtained all of the Permits required for the development,
construction, operation and maintenance of the Facility, including those identified
in Appendix B-1 of the Agreement, and all such Permits are final and effective.
11. Seller has obtained the insurance specified on Appendix F of the
Agreement.
12. Seller shall have entered into, and delivered to Buyer, an agreement
providing for the operation and maintenance of the Facility with a Qualified
Operator (which may be redacted for confidential or proprietary information), in
form and substance reasonably satisfactory to Buyer, unless Seller provides the
operation and maintenance of the Facility.
13. Buyer has received the Performance Security that complies with the
terms of the Agreement.
14. Buyer has accepted Seller’s proof of timely registration with NERC
for all applicable Function Types in the NERC Compliance Registry in accordance
with the currently effective NERC Rules of Procedure, including Seller’s
registration as both Generator Owner and Generator Operator.
15. Buyer has accepted Seller’s mapping of NERC registered Function
Types in accordance with the currently-effective WECC Entity Function Mapping
procedures.
16. Buyer has received and found reasonably acceptable Seller’s Q/A
Program in accordance with Appendix G of the Agreement.
17. Full Capacity Deliverability Status has been achieved with respect
to the Facility.
Appendix L-2 - 3
Upon reasonable notice and during regular business hours, Buyer’s representative(s) may inspect
the Facility and observe the testing associated with achievement of Commercial Operation,
provided that such representative(s) of Buyer shall at all times comply with Seller’s written
instructions regarding safety and security while on the Site.
Signed,
___________________________
Name:
Title:
Date:
Appendix 1 to Appendix L-2 - 1
APPENDIX 1
to
APPENDIX L-2
to
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FORM OF INDEPENDENT ENGINEER’S CERTIFICATE (COMMERCIAL
OPERATION DATE CERTIFICATE)
This Independent Engineer Certificate is delivered by [selected Independent Engineer]
(“Independent Engineer”) in accordance with the terms of that certain Power Purchase Agreement
dated as of [________], 2022 (the “Agreement”) by and between Southern California Public
Power Authority (“Buyer”) and Daggett Solar Power 2 LLC (“Seller”). Capitalized terms used
herein but not defined in this Certificate shall have the meaning set forth in the Agreement.
In order to determine achievement of Commercial Operation of the Facility, Independent Engineer
hereby certifies the following regarding the Facility’s ability to deliver Delivered Energy:
1. Based on my professional judgment, after reasonable inquiry consistent
with prudent industry practice, the solar panels comprising the PV System
have been installed in accordance with the manufacturer’s specifications.
2. The electrical collection system related to the solar panels referenced in
paragraph (1) above is complete, functional, and energized for the Facility.
3. Seller’s collector substation is complete and capable of delivering an
as-available product.
4. The battery comprising the BESS has been installed in accordance with the
manufacturer’s specifications.
5. To the best of our knowledge, copies of any documentation provided by the
manufacturer of the solar panels referenced in paragraph (1) or the battery
referenced in paragraph (4) above (including a copy of the full BESS
specifications) stating the solar panels or battery, as applicable, have been
manufactured in accordance with such manufacturer’s specifications, have
been provided to Buyer.
6. The Facility is operational and interconnected with the Point of Delivery
and capable of delivering the Delivered Energy and receiving and storing
the BESS Metered Input as required under the Agreement.
Appendix 1 to Appendix L-2 - 2
7. Construction of the Facility has been completed in accordance with Prudent
Utility Practices.
8. The Facility has successfully completed all testing required by Prudent
Utility Practices to be completed prior to full commercial operation,
including operating the Facility for a period of not less than twenty (20)
consecutive days and delivering PV Delivered Energy up to the PV System
Contract Capacity and BESS Metered Output up to the BESS Contract
Capacity, in each case, during such period to the Point of Delivery.
9. The BESS has passed the Storage Capacity Test set forth in the Agreement.
The undersigned is a Licensed Professional Engineer in the State of California.
[Signature page follows]
Appendix 1 to Appendix L-2 - 3
Sincerely,
[SELECTED INDEPENDENT ENGINEER]
___________________________
Name:
Title:
Date:
Appendix M - 1
APPENDIX M
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
SITE CONTROL DOCUMENTS
[To be provided by Seller.]
Appendix N - 1
APPENDIX N
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
SALE LEASEBACK REQUIREMENTS
(a) Performance of Lease Obligations. Seller shall at all times keep, perform, observe and
comply with, or cause to be kept, performed, observed and complied with, all material covenants,
agreements, conditions and other provisions required to be kept, performed, observed and
complied with by or on behalf of Seller from time to time pursuant to the Lease, and Seller shall
not do or permit anything to be done, the doing of which, or refrain from doing anything, the
omission of which, would reasonably be expected to impair the rights of Seller under the Lease,
or could be grounds for the Sale Leaseback Lessor to terminate the Lease.
(b) Notice of Default. Seller shall give Buyer immediate notice of (i) any default or of any
event which, with the giving of notice or passage of time, or both, would become a default under
the Lease or of the receipt by Seller of any notice from the Sale Leaseback Lessor thereof, or (ii)
the commencement or threat of any action or proceeding or arbitration pertaining to the Lease.
Buyer, at its option, may take any action (but shall not be obligated to take any action) from time
to time deemed necessary or desirable by Buyer to prevent or cure, in whole or in part, any default
by Seller under the Lease. Seller shall deliver to Buyer, promptly following service or delivery
thereof on, to or by Seller, a copy of each petition, summons, complaint, notice of motion, order
to show cause and other pleading or paper, however designated, which shall be served or delivered
in connection with any such action, proceeding or arbitration.
(c) Sale Leaseback Lessor Bankruptcy. In the event of the termination, rejection, or
disaffirmance by Sale Leaseback Lessor (or by any receiver, trustee, custodian, or other party that
succeeds to the rights of the Sale Leaseback Lessor) under the Lease pursuant to the Bankruptcy
Code (U.S.C. §§ 101 et seq.), Seller shall cooperate and work in good faith with Buyer to exercise
Seller’s rights under Section 365 of the Bankruptcy Code (including, without limitation, the
election available pursuant to Section 365(h) of the Bankruptcy Code, and any successor
provision) in a manner consistent with and in furtherance of the purpose of the Agreement and
Buyer’s interests in the Agreement (by which Seller acknowledges the importance of the Lease as
security). Without limiting the generality of the foregoing sentence, Seller shall not, without
Buyer’s prior written consent, which shall not be unreasonably withheld, elect to treat the Lease
or the leasehold estate created thereby as terminated under Section 365 of the Bankruptcy Code,
after rejection or disaffirmance of the Lease by the Sale Leaseback Lessor (whether as debtor in
possession or otherwise) or by any trustee of the Sale Leaseback Lessor, and any such election
made without such consent shall be void at inception and of no force or effect. At the request of
Buyer, Seller will join in any election made by Buyer under the Bankruptcy Code and will take no
action in contravention of the rights granted to Buyer pursuant this Section (c). In the event there
Appendix N - 2
is a termination, rejection, or disaffirmance by the Sale Leaseback Lessor (whether as debtor in
possession or otherwise) or by any trustee of the Sale Leaseback Lessor pursuant to the Bankruptcy
Code and, Seller elects, with Buyer’s consent, to have Seller remain in possession under any legal
right Seller may have to occupy the property pursuant to the Lease, then Seller shall remain in such
possession and shall perform all acts necessary for Seller to retain its right to remain in such
possession, whether such acts are required under the then existing terms and provisions of the
Lease or otherwise.
(d) Seller Bankruptcy. In the event that a petition under the Bankruptcy Code shall be filed by
or against Seller and Seller or any trustee of Seller shall decide to reject or disaffirm the Lease
pursuant to the Bankruptcy Code (or allow the same), Seller shall give Buyer at least ten (10) days
prior notice of the date on which application shall be made to the court for authority to reject or
disaffirm the Lease or the Lease will be otherwise rejected. Buyer shall have the right, but not the
obligation, to serve upon Seller or such trustee within such ten (10) day period a notice stating that
(i) Buyer demands that Seller (whether as debtor in possession or otherwise) or such trustee assume
and assign the Lease to Buyer pursuant to the Bankruptcy Code, and (ii) Buyer covenants to cure,
or to provide adequate assurance of prompt cure of, all defaults (except defaults of the type
specified in Section 365(b)(2) of the Bankruptcy Code) and to provide adequate assurance of future
performance under the Lease. In the event that Buyer serves any such notice as provided above,
Seller (whether as debtor in possession or otherwise) shall not seek to reject or disaffirm the Lease
and Seller (whether as debtor in possession or otherwise).
(e) Default Cure (non-bankruptcy). In the event of monetary default under the Lease other
than in connection with a bankruptcy filing by or against Seller, upon any payment by Buyer to
cure any default of Seller, as lessee thereunder, and thereby to prevent termination of the Lease or
the exercise of any other remedy of the Sale Leaseback Lessor thereunder arising out of such
default, Seller, within ten (10) days following receipt of notice from Buyer that it made such
payment, shall pay the amount of such payment to Buyer plus interest accruing thereon at the
Interest Rate, from and including the date of the payment by Buyer to cure such default to but
excluding the date of such payment by the Seller.
(f) Memorandum. A memorandum of the Lease shall be recorded in the applicable county.
Appendix O - 1
APPENDIX O
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
METERING DIAGRAM
Appendix P - 1
APPENDIX P
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
FORM OF CONSENT AND AGREEMENT
CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (this “Consent”), dated as of ________, 202__, is
executed by and among Southern California Public Power Authority, a public entity and joint
powers authority formed and organized pursuant to the California Joint Exercise of Powers Act
(California Government Code Section 6500, et seq.) (“Buyer”), [_______], in its capacity as
collateral agent for the Secured Parties (as defined in the below defined Financing Agreement)
(together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and
Daggett Solar Power 2 LLC, a Delaware limited liability company (“Seller”). Each of Buyer,
Seller and the Collateral Agent is referred to under this Agreement as a “Party,” and together they
are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the
meanings set forth in the PPA (as defined below) in effect on the date hereof.
RECITALS
A. [_________] (“Borrower”)[, an indirect owner of Seller,] has entered into that
certain Financing Agreement, dated as of the date hereof (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Financing Agreement”), with the
financial institutions from time to time party thereto as lenders and letter of credit issuing banks
(collectively, the “Lenders”), [_______], as administrative agent for the Lenders, the Collateral
Agent, and the other agents and Persons party thereto, pursuant to which the Lenders have agreed
to extend financing to Borrower, the proceeds of which are to be utilized for the construction,
ownership, operation and maintenance of an approximately 65 MWac solar-powered electric
generating facility (the “PV System”) and 132 MWh battery energy storage system (“BESS” and,
together with the PV System, the “Facility”, as further described in the PPA) located in San
Bernardino County, California.
B. Seller and Collateral Agent have entered into a [Guarantee and Security
Agreement], dated as of the date hereof (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) under which Seller collaterally
assigned its interest under the PPA to Collateral Agent as collateral for the credit facilities under
the Financing Agreement and a deed of trust or mortgage under which Seller has granted to
Collateral Agent a lien on the Facility to be recorded in San Bernardino County, California (the
“Financing Deed of Trust”). Additionally, [_____________] (“Pledgor”) has entered into a
[Guarantee, Pledge and Security Agreement], dated as of the date hereof (as amended, amended
Appendix P - 2
and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement” and,
together with the Security Agreement and Financing Deed of Trust, the “Construction Period
Collateral Documents” and, together with the Financing Agreement and any related agreements or
documents, the “Financing Documents”) with Collateral Agent pursuant to which it has pledged
to Collateral Agent all of the membership interests in Seller, to secure Borrower’s obligations
under the Financing Agreement.
C. Buyer and Seller entered into that certain Power Purchase Agreement, dated as of
[________] (as may be amended, amended and restated, supplemented or otherwise modified from
time to time, the “PPA”), pursuant to which Seller will develop, finance, construct, own, and
operate the Facility, and will, except as otherwise provided in the PPA, sell the Energy from the
Facility to Buyer.
D. Pursuant to Section 13.3 of the PPA, Seller has requested Buyer’s consent to
collateral assignment, pursuant to the Security Agreement, by Seller to the Collateral Agent of all
of Seller’s right, title and interest in, to and under the PPA, to the grant of the liens in the Facility
pursuant to the Financing Deed of Trust and to the pledge of the direct and indirect membership
interests in Seller to the Collateral Agent.
AGREEMENT
1. Assignment and Agreement.
1.1 Consent to Assignment. Buyer hereby consents to the collateral assignment to the
Collateral Agent, pursuant to the Security Agreement, of all of Seller’s rights, title and interest in,
to and under the PPA (including, without limitation, the right to receive payment thereunder), the
granting of Liens on all property of Seller pursuant to the Construction Period Collateral
Documents, the pledge of direct membership interests in Seller to the Collateral Agent as security
for Borrower’s obligations under the Pledge Agreement, the pledge of the indirect membership
interests in Seller to the Collateral Agent pursuant to the terms of the Financing Agreement and
Buyer acknowledges that the Collateral Agent and is a “Facility Lender” for purposes of the PPA.
Subject to the terms and conditions of this Consent, Buyer agrees that, in exercising its remedies
under the Construction Period Collateral Documents, the Collateral Agent may exercise Seller’s
rights under the PPA.
1.2 Notices: Right to Cure by the Collateral Agent. Upon the occurrence of a Default
(as defined under the PPA) by Seller under the PPA, Buyer shall give concurrent notice of such
Default to Seller and the Collateral Agent. Upon receipt of notice from the Collateral Agent, Buyer
agrees to accept the exercise and cure by the Collateral Agent of the Default if such exercise and
cure is in compliance with the PPA and this Consent. Buyer shall not terminate or suspend its
performance under the PPA until the Collateral Agent has been given: (a) if such Default is a
monetary Default, thirty (30) days after the later of (i) the expiration of all cure periods available
to Seller under the PPA and (ii) receipt of such notice to cure a monetary Default or, (b) if such
Default is a nonmonetary Default, sixty (60) days after the later of (i) the expiration of all cure
periods available to Seller under the PPA and (ii) receipt of such notice (or up to thirty (30)
additional days, so long as the Collateral Agent reasonably demonstrates to Buyer that it is
diligently pursuing appropriate action to cure and is making sufficient progress toward curing such
Appendix P - 3
Default); provided, however, that (x) if possession of the Facility is necessary to cure any such
nonmonetary Default and the Collateral Agent commenced foreclosure proceedings within thirty
(30) days after the Collateral Agent’s receipt of notice of Default from Buyer and are diligently
pursuing such foreclosure proceedings, the Collateral Agent will be allowed a reasonable
additional period of time, not to exceed ninety (90) days after receipt of such notice of Default
from Buyer, to complete such proceedings and cure such Default, and (y) if the Collateral Agent
is prohibited from curing any such Default by any process, stay or injunction issued by any
Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar
proceeding involving Seller, then the time periods specified herein for curing a Default shall be
extended for the period of such prohibition, so long as the Collateral Agent has diligently pursued
removal of such process, stay or injunction, but in no event more than two hundred thirty (230)
days. Failure of Buyer to provide such notice to the Collateral Agent shall not constitute a breach
of the PPA or this Consent by Buyer and the Collateral Agent agrees that Buyer shall have no
liability to the Collateral Agent for such failure whatsoever; provided that no claim of Default or
termination of the PPA by Buyer shall be binding without such notice and the lapsing of the
applicable periods set forth above. If the Collateral Agent fails to cure a Default within the
applicable period, Buyer shall have all its rights and remedies with respect to such Default as set
forth in the PPA.
1.3 Subsequent Owner. Subject to the terms and conditions of this Consent, the Parties
agree that the Collateral Agent shall, concurrent with any statutory notice required to be delivered
to Seller, give notice in writing to Buyer not less than thirty (30) days prior to the date of any
foreclosure or transfer of the Facility and the PPA (a “Foreclosure Sale”) and, in addition, the
Collateral Agent shall subsequently notify Buyer following any transfer pursuant to such
foreclosure. If the Collateral Agent notifies Buyer in writing that it has completed foreclosure on
the Facility and PPA pursuant to the Construction Period Collateral Documents, taken a “deed in
lieu of foreclosure” with respect to the Facility and PPA, or otherwise transferred the Facility and
PPA, the Collateral Agent or its permitted successors or assigns, or any other purchaser of the
Facility (each such Person, including the Collateral Agent that is a transferee, a “Subsequent
Owner”), shall be recognized as a party substituting for Seller under the PPA so long as such the
Subsequent Owner meets the qualifications for a Qualified Transferee and each Subsequent
Owner expressly assumes Seller’s obligations under the PPA, and the terms and conditions of the
PPA as in effect on such date of transfer or foreclosure shall continue to apply to such Subsequent
Owner; provided, however, it is acknowledged and agreed that [insert name of Collateral Agent
that is a party to this Consent] is a Qualified Transferee.
1.4 [Reserved].
1.5 Foreclosure Sale. In the event a Foreclosure Sale or deed in lieu of foreclosure
under the Construction Period Collateral Documents shall take place, Buyer or any Participating
Member shall have the right to bid at such Foreclosure Sale for the purchase of the Facility. The
Collateral Agent may sell the membership interests in Seller pursuant to such Foreclosure Sale.
1.6 Third Party Beneficiary. No action of Buyer taken pursuant to the exercise of its
rights as provided in this Consent shall be deemed to be a waiver of any right accruing to Buyer
on account of the occurrence of any matter which constitutes a default or a breach of Seller’s
obligations under the Financing Agreement or the PPA.
Appendix P - 4
1.7 No Assignment. Buyer agrees that it shall not, without the prior written joint
consent of Seller and the Collateral Agent (such consent to not be unreasonably withheld,
conditioned or delayed) sell, assign or transfer any of its rights under the PPA, other than in
accordance with Section 14.7 of the PPA. The Collateral Agent shall be deemed to have consented
to such sale, assignment or transfer should it fail to respond within forty-five (45) days after the
date of the notice from Buyer is received by the Collateral Agent.
1.8 Limitation of Liability.
(a) Seller agrees that it shall indemnify and hold Buyer harmless from any third-party
claims, losses, liabilities, damages, costs or expenses (including, without limitation, any direct,
indirect or consequential claims, losses, liabilities, damages, costs or expenses, including legal
fees) in connection with or arising out of any of the transactions related to the Financing Agreement
and the Construction Period Collateral Documents or this Consent.
(b) In the event of any Foreclosure Sale, or the taking of any deed in lieu of foreclosure,
in connection with an exercise of remedies under any Construction Period Collateral Documents,
the Collateral Agent shall, if performance of the PPA is reasonably possible, cause the Subsequent
Owner to assume in writing and agree to be bound by the covenants and agreements of Seller in
the PPA; provided, however, that until the Subsequent Owner executes and delivers to Buyer a
written assumption of Seller’s obligations under the PPA, in form and substance reasonably
acceptable to Buyer, such Person will not be entitled to any of the benefits of the PPA. The
Collateral Agent agrees that in no event shall Buyer be liable to the Collateral Agent or any
Subsequent Owner for any claims, losses, expenses or damages whatsoever under the PPA other
than liability Buyer may have to Seller under the PPA. In the event a Subsequent Owner elects to
perform Seller’s obligations under the PPA in accordance with Section 1.3 hereof, the recourse of
Buyer in seeking the enforcement of such obligations shall be limited to any Project Development
Security, or the Delivery Term Security, as applicable, provided pursuant to the PPA and the value
(taking into account indebtedness secured by the Facility, including indebtedness arising in
connection with such Project Development Security or the Delivery Term Security, as applicable)
of the Subsequent Owner’s interest in the Facility.
1.9 Reinstatement. In the event that the PPA is rejected by a trustee or debtor-in-
possession in any bankruptcy or insolvency proceeding, and if, within forty-five (45) calendar days
after such rejection, the Collateral Agent shall so request, Buyer will execute and deliver to the
Collateral Agent a new power purchase agreement, which power purchase agreement shall be on
the same terms and conditions as the original PPA for the remaining term of the original PPA
before giving effect to such rejection, and which shall require the Collateral Agent to cure any
defaults then existing under the original PPA other than the default under the original PPA
attributed to the bankruptcy or insolvency of Seller.
2. Payments under the PPA. Without limiting the rights of Buyer under the PPA,
Buyer shall pay any amounts owed in the manner and when required under the PPA directly to the
accounts specified below or otherwise designated by the Collateral Agent to Buyer in writing.
From and after such time as an entity qualifies as a Subsequent Owner, Buyer shall pay all such
amounts owed directly to or at the written direction of such Subsequent Owner. Commencing on
the date of this Consent and until the occurrence of the Term Conversion Date (as defined in the
Appendix P - 5
Financing Agreement and which shall only occur for purposes of this Consent after Buyer receives
written notice thereof from the Collateral Agent) (the “Construction Loan Discharge Date”), Seller
hereby directs Buyer, and Buyer agrees, to make all payments and amounts Buyer is obligated to
pay to Seller under the PPA, which payments shall satisfy any such payment obligations of Buyer
to Seller in full and complete satisfaction of Buyer’s obligations to Seller under the PPA to the
following account:
Bank Name: [______]
Account Number: [______]
ABA Number: [______]
Account Name: [______]
Ref: [_____]
The Collateral Agent and Seller agree that any change in payment notification shall become
effective within thirty (30) days after receipt by Buyer of written notice thereof in accordance with
this Consent. Buyer shall have no liability to Seller or any Secured Party (or their successors and
assigns) for making payments due or to become due under the PPA to any Secured Party or for
failure to direct any payments to the Collateral Agent rather than Seller.
3. Acknowledgements; Representations and Warranties.
3.1 Buyer. Buyer hereby represents and warrants to the Collateral Agent as of the date
of this Consent as follows:
Buyer agrees that any foreclosure by the Collateral Agent on the direct or indirect
membership interests in Seller, or any parent entity of Seller and any subsequent transfer to a third
party by the Collateral Agent after such foreclosure, upon the occurrence of a default under the
Financing Agreement shall not constitute a breach under the PPA so long as the Facility is operated
and maintained by a Qualified Operator following any such foreclosure and subsequent transfer.
Collateral Agent shall obtain Buyer’s consent (such consent not to be unreasonably withheld) prior
to any transfer by Collateral Agent of the membership interests in Borrower or Pledgor upon the
occurrence of a default by Borrower under the Financing Agreement to an entity other than a
Qualified Transferee.
3.2 Seller and Collateral Agent.
(a) Seller and the Collateral Agent acknowledge that Buyer has not made and hereby
makes no representation or warranty, expressed or implied, that Seller has any right, title or interest
in the collateral secured by the Construction Period Collateral Documents (the “Collateral”) and
the Collateral Agent acknowledges that it has not relied upon any such representations of Buyer.
The Collateral Agent acknowledges that it is responsible for satisfying itself as to the existence
and extent of Seller’s right, title, and interest in the Collateral.
(b) Except as otherwise expressly provided herein, the Collateral Agent acknowledges
Appendix P - 6
that Buyer shall not have any contractual obligations to the Collateral Agent, and the Collateral
Agent acknowledges that it has not relied upon any representations of Buyer in connection with
its lending arrangements with Borrower for the Facility.
(c) Except with respect to performance of the agreements contained herein, Seller and
the Collateral Agent acknowledge that Buyer shall have no liability to Seller or the Collateral
Agent resulting from or related to this Consent, or for consenting to any future assignments of the
Collateral or any interest of Seller or the Collateral Agent therein.
(d) Seller and the Collateral Agent each agree that Buyer shall, at all times, have (and
Buyer hereby expressly reserves) the right to set off or deduct from payments due to Seller under
the PPA amounts owing to Buyer by Seller under the PPA, in each case solely in accordance with
Section 11.5 of the PPA.
(e) Collateral Agent represents and warrants that it is duly authorized, on behalf of the
Secured Parties it represents, to enter into and perform its obligations under this Consent.
4. Miscellaneous.
4.1 Governing Law; Submission to Jurisdiction.
(a) This Consent shall be governed by, interpreted, and enforced in accordance with
the laws of the State of California, without regard to conflict of law principles.
(b) All litigation arising out of, or relating to this Consent, shall be brought in a State
or Federal court in the County of Los Angeles in the State of California. The Parties irrevocably
agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any
defense of forum non conveniens.
4.2 Conflicts. Except as otherwise set forth herein, this Consent does not modify or
alter any of the terms of the PPA. As between the Buyer and the Seller, to the extent the terms and
conditions herein conflict with those in the PPA, the terms and conditions of the PPA shall control.
Except as set forth herein, Buyer shall have no obligation or liability to the Collateral Agent with
respect to the PPA. For purposes of this provision, Seller and Buyer agree that the
acknowledgments and consents provided in Section 1.1, the extended cure periods provided in
Section 1.2, the rights of a Subsequent Owner in Section 1.3, the restriction on assignment in
Section 1.7, the payments pursuant to Article 2, and the agreement regarding change in control in
Section 3.1 do not conflict with the PPA.
4.3 Counterparts. This Consent may be executed in any number of counterparts and by
the different Parties on separate counterparts, each of which, when so executed and delivered, shall
be an original, but all of which shall together constitute one and the same instrument. Any
signature page of this Consent may be detached from any counterpart of this Consent without
impairing the legal effect of any signature thereon, and may be attached to another counterpart of
this Consent identical in form hereto by having attached to it one or more signature pages.
4.4 Amendment; Waiver. Neither this Consent nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified except by an instrument in writing signed
Appendix P - 7
by Buyer, Seller and the Collateral Agent.
4.5 Successors and Assigns. This Consent shall be binding upon and inure to the benefit
of Buyer, Seller, the Collateral Agent and each of their respective successors and permitted assigns.
4.6 Attorneys’ Fees. Seller shall reimburse Buyer for all actual and documented costs
and expenses incurred by Buyer in connection with the facilitation of Seller’s collateral assignment
or pledge of the PPA, or any other action taken in connection with the transactions contemplated
in this Consent, or otherwise pursuant to any request made by Seller or the Collateral Agent.
4.7 Representation by Counsel. Each of the Parties was represented by its respective
legal counsel during the negotiation and execution of this Consent.
4.8 Estoppel Certificate. Buyer agrees to deliver to the Collateral Agent and any Tax
Equity Investor a customary estoppel certificate, substantially in the form of Exhibit A, on or
about the date of delivery of this Consent[, in connection with the initial funding by the Tax Equity
Investors,] and in connection with the achievement of Commercial Operation of the Facility
following receipt of a written request therefor from Seller.
4.9 Notices. Any communications between the Parties or notices provided herein to be
given shall be given to the following addresses:
If to Seller:
Daggett Solar Power 2 LLC
c/o [_____________]
If to Buyer:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attn: Executive Director
Tel: (626) 793-9364
Fax: (626) 793-9461
If to the Collateral Agent:
[_________]
Appendix P - 8
as Collateral Agent
[_________]
[_________]
Attention: [________]
Email: [_______]
All notices or other communications required or permitted to be given hereunder shall be
in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by
overnight delivery service, (c) if mailed by first-class United States Mail, postage prepaid,
registered or certified with return receipt requested, or (d) if sent by prepaid telegram or by
facsimile. Any Party may change its address for notice hereunder by giving written notice of such
change to the other Parties.
4.10 Termination of Collateral Documents and Consent. Seller and Collateral Agent
agree that upon the termination of the Construction Period Collateral Documents on the Term
Conversion Date, the only remaining collateral security of the Collateral Agent securing the
obligations of the Borrower under the Financing Agreement will be the membership interests in,
and any assets of, the Pledgor and the Borrower and [__], and there will be no remaining collateral
security of the Collateral Agent in the Seller or its assets that secures the obligations of the
Borrower under the Financing Documents. Seller agrees to deliver notice of the occurrence of the
Term Conversion Date to Buyer (with a copy to Collateral Agent) promptly but in no event more
than 10 days after such Term Conversion Date. The Parties agree that, as of such date, any rights,
duties or obligations arising hereunder shall terminate and no longer be applicable; provided, that
Sections 1.1, 1.8(a), 3, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.9 and 4.10 shall survive the termination of
this Consent. Upon the occurrence of the Term Conversion Date, if requested by Seller, Buyer
shall enter into an agreement that provides to Seller’s direct or indirect tax equity investors rights
substantially the same as those set forth in Section 4.11 of the Form of Consent to Collateral
Assignment attached as Appendix P to the PPA.
4.11 [Tax Equity Investor Accession. Each of Buyer, Lender, Seller and the Tax Equity
Investors hereby agree as follows:
(a) Effective as of the earlier to occur of (1) the date that the obligations under
the Financing Documents are repaid in full; (2) the Term Conversion Date and (3) [__________];
provided that clause 4.11(a)(i) below shall not be applicable until the earlier to occur of one of
subclauses (1) or (2) of this clause 4.11(a):
i. The rights of the Lender under Section 1 hereof and the
payment direction in Section 2 hereof will terminate.
ii. Buyer will not terminate the PPA or suspend its performance
under the PPA on account of any Default (as defined under the PPA) of Seller thereunder, without
written notice to the Tax Equity Investors and first providing to the Tax Equity Investors and the right
to cure the relevant Default during the cure period (if any) applicable to such Default under the PPA.
Appendix P - 9
Failure of Buyer to provide notice to the Tax Equity Investors shall not constitute a breach of the PPA
or this Consent by Buyer, and Buyer shall have no liability to any Tax Equity Investor for any such
failure; provided that no claim of Default or termination of the PPA by Buyer shall be binding without
such notice and the lapsing of the applicable cure periods (if any) set forth in the PPA. Following
notice to the Tax Equity Investors and the lapsing of any applicable cure period, Buyer may exercise
any remedies under the PPA with respect to such Default, including terminating the PPA or
suspending its performance under the PPA.
(b) The address of the Tax Equity Investors for purposes of all notices and other
communications is:
[_______________________]
and
[_______________________]
With copies to:
[_______________________]
and
[_______________________]
and
[_______________________]
[SIGNATURE PAGES TO FOLLOW]
Appendix P - 10
IN WITNESS WHEREOF, the Parties have caused this Consent and Agreement to be duly
executed and delivered as of the date first above written.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY,
as Buyer
By: ___________________________________
President
Date:
Attest: ___________________________________
Assistant Secretary
DAGGETT SOLAR POWER 2 LLC,
a Delaware limited liability company
as Seller
By: ___________________________________
Name:
Title:
[_____________],
as Collateral Agent for the Secured Parties
By: ___________________________________
Name:
Title:
Appendix P - 11
EXHIBIT A
TO
CONSENT AND AGREEMENT
FORM OF PPA ESTOPPEL CERTIFICATE
[Insert Date]
Reference is made to that certain Power Purchase Agreement, dated as of [________],
202[__] (as amended, amended and restated, supplemented or otherwise modified from time to
time, the “PPA”), by and between the Southern California Public Power Authority, a public entity
and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers
Act (California Government Code Section 6500, et seq.) (“Buyer”), and Daggett Solar Power 2
LLC, a Delaware limited liability company (“Seller”). Terms used herein but not defined herein
have the same meanings as in the PPA.
Buyer hereby confirms and agrees as of the date hereof as follows:
1. The copy of the PPA, as amended, attached hereto as Exhibit A, constitutes a true
and complete copy of the PPA.
2. The PPA is in full force and effect and has not been modified or amended in any
way [since [__________], 20[__]], and constitutes the only agreement between Buyer and Seller,
other than that certain Consent and Agreement dated as of [__________], 202[__], by and among
Buyer, Seller and [_____], as the Collateral Agent (as defined therein).
3. Buyer has not transferred or assigned its interest in the PPA.
4. Buyer is not in default under the PPA, nor has Buyer breached any of its
representations, warranties, agreements or covenants under the PPA and, to Buyer’s knowledge,
no facts or circumstances exist which, with the passage of time or the giving of notice nor both,
would constitute a default or breach by Buyer under the PPA or which would give Seller the right
to terminate the PPA. To Buyer’s knowledge, Seller is not in default under the PPA nor, to Buyer’s
knowledge, has Seller breached any of its representations, warranties, agreements or covenants
under the PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the passage
of time or the giving of notice nor both, would constitute a default or breach by Seller under the
PPA or which would allow Buyer to terminate the PPA.
5. All representations made by Buyer in the PPA were true and correct as of the
effective date of the PPA and continue to be true and correct as of the date hereof.
6. To Buyer’s knowledge, no event, act, circumstance, or condition constituting an
event of Force Majeure under the PPA has occurred and is continuing.
7. Seller has not claimed any amounts under the indemnification obligation of Buyer
set forth in the PPA (except as disclosed to the investors in the applicable Tax Equity Financing).
Appendix P - 12
8. To Buyer’s knowledge, Buyer has no existing counterclaims, offsets, or defenses
against Seller under the PPA. Buyer has no present knowledge of any facts entitling Buyer to any
material claim, counterclaim or offset against Seller in respect of the PPA.
9. All payments due and payable as of the date hereof, if any, under the PPA, by Buyer
have been paid in full through the period ending on the date hereof.
10. Seller has achieved each Milestone set forth in Appendix I to the PPA that is to be
completed on or prior to the date hereof.
11. To Buyer’s knowledge, Buyer has no notice of, and has not consented to, any
previous assignment of all or any part of Seller’s rights under the PPA.
12. [The Commercial Operation Date of the Facility occurred on [__________],
20[__].
13. The PV System Contract Capacity of the Facility as of the Commercial Operation
Date is [___] MW.]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Appendix P - 13
IN WITNESS WHEREOF, Buyer has caused this Certificate to be duly executed by its
officer thereunto duly authorized as of the date first set forth above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By: ___________________________________
Name
Title:
Appendix P - 14
Exhibit A to Estoppel Certificate
PPA
See attached.
Appendix Q - 1
APPENDIX Q
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
OPERATING RESTRICTIONS
A. BESS Operating Restrictions
The BESS shall be subject to the following Operating Restrictions:
Description Value Notes
1. BESS Contract Capacity 33 MW
2. Maximum Stored Energy
Level 33 MW for 4 hours
3. Minimum Stored Energy
Level 0 MWh Maximum time at Minimum
Stored Energy Level is 100hrs
4. Maximum Charging Capacity 33 MW
5. Minimum Charging Capacity 0 MW
6. Maximum Discharging
Capacity 33 MW
7. Minimum Discharging
Capacity 0 MW
8. Maximum State of Charge
(SOC) during Charging 100 % SOC is relative to Maximum
Stored Energy Level
9. Minimum State of Charge
(SOC) during Discharging 0 % SOC is relative to Maximum
Stored Energy Level
10. Annual Average State of
Charge Range (SOC) <40% Measured during each Contract
Year
11. Annual Cycle Limit 365 cycles / year
One (1) cycle is equal to 1
kWh throughput per kWh
calculated by the product of
the Storage Contract Capacity
and discharge hours
Not to exceed the stated value
Measured during each Contract
Year
Appendix Q - 2
12. Daily Dispatch Limits
Two cycles per
operating day
One (1) cycle is equal to 1
kWh throughput per kWh
calculated by the product of
the Storage Contract Capacity
and discharge hours
Not to exceed the stated value
13. Manual Dispatch Commands
All dispatch
commands from the
Buyer must use the
Seller-supplied EMS
B. Additional Operating Restrictions
The Facility shall be subject to the follow Operating Restrictions:
1. Dispatch cannot cause Delivered Energy to exceed the PV Contract Capacity.
Appendix R - 1
APPENDIX R
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
APPROVED VENDORS
Solar Panels:
JA Solar
Trina
Longi
Canadian Solar
Batteries:
Wärtsilä
CATL
Samsung SSDI
Appendix S - 1
APPENDIX S
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
LEGAL OPINIONS
1. Based solely upon our review of the Opinion Party’s articles of organization and
the Good Standing Certificates, the Opinion Party is a limited liability company duly formed,
validly existing and in good standing under the laws of the State of Delaware, is qualified to do
business in, and is in good standing under the laws of, the State of California, and has all requisite
limited liability company power and authority to execute, deliver, and perform its obligations
under the Agreement.
2. The execution and delivery by the Opinion Party of the Agreement, and the
performance by the Opinion Party of its obligations thereunder, have been duly authorized by all
necessary limited liability company action on the part of the Opinion Party. The Opinion Party has
duly executed and delivered the Agreement.
3. The Agreement constitutes the legally valid and binding obligation of the Opinion
Party, enforceable against the Opinion Party in accordance with its terms, in each case except (a)
as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or transfer, or other similar laws relating to or affecting the rights of creditors generally and (b) as
the enforceability of the Agreement is subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law), including without limitation
(i) the possible unavailability of specific performance, injunctive relief or any other equitable
remedy, and (ii) concepts of materiality, reasonableness, good faith and fair dealing.
4. Neither the Opinion Party’s execution and delivery of the Agreement, nor the
performance by the Opinion Party of its obligations thereunder, violates (a) any law or regulation
of the United States of America, the State of California, or the State of Delaware applicable to the
Opinion Party, (b) any provision of the Opinion Party’s articles of organization and limited
liability company agreement, or (c) any judgment, order, writ, injunction or decree, in each case,
that is binding on the Opinion Party.
5. No authorization, consent, or other approval of, or registration, declaration, or other
filing (a) with any governmental authority of the United States of America, the State of California,
or the State of Delaware is required on the part of the Opinion Party for the execution and delivery
by the Opinion Party of the Agreement, or (b) under any law or regulation of the United States,
the State of California, or the State of Delaware is required on the part of the Opinion Party for the
performance by the Opinion Party of its obligations under the Agreement, other than those routine
Appendix S - 2
authorizations, consents, approvals, registrations, and filings which may be required in the future
for the Opinion Party to conduct its business, maintain its existence, and remain in good standing
in the State of Delaware.
6. The Opinion Party has the limited liability company power to (a) execute, deliver,
and perform its obligations under the Agreement, (b) own, lease, and operate its properties, and
(c) carry on its business.
Schedule 12.2(h) - 1
SCHEDULE 12.2(h)
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 2022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
UPSTREAM EQUITY OWNERS, SELLER’S ULTIMATE PARENT AND
ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER AND UPSTREAM
EQUITY OWNERS
[To be included as of the Effective Date]