20220621 City Council Agenda Packet Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 1 of 11
AMENDED1 Agenda City of Vernon Regular City Council Meeting Tuesday, June 21, 2022, 9:00 AM City Hall, Council Chamber 4305 Santa Fe Avenue Vernon, California Leticia Lopez, Mayor Crystal Larios, Mayor Pro Tem William Davis, Council Member
Judith Merlo, Council Member Melissa Ybarra, Council Member
MEETING ATTENDANCE 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. Meetings
are conducted in a hybrid format that includes both in-person and Zoom public participation. The public is encouraged to view the meeting at https://www.cityofvernon.org/webinar-cc or by
calling (408) 638-0968, Meeting ID 820-5348-6390#. You may address the Council via Zoom or
submit comments to PublicComment@cityofvernon.org 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 May 2022
Recommendation:
No action required by City Council. This is a presentation only.
1 See New Closed Session Item No. 34
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 2 of 11
2. Human Resources Proclamation Recognizing Retired Employee - Renan Castro Recommendation: Acknowledge and present a proclamation to retired employee Renan Castro, Warehouse Worker, Lead in recognition of his dedicated service to the City of Vernon.
1. Proclamation - Renan Castro 3. Public Works Westside Specific Plan Study Session Recommendation: No action required by City Council. This is a presentation and discussion item only.
PUBLIC HEARINGS
4. Public Works Request for Zoning Code Variance for 3030 Atlantic Boulevard 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),
the general rule is that CEQA only applies to projects that may have a significant effect on the environment, and to the extent the property owner seeks to engage in actual physical construction or development, such would be subject to independent CEQA review and analysis; and B. Adopt Resolution No. 2022-18 granting the zoning code variance requested to
facilitate Magellan Atlantic I, LLC’s construction of a private access road (for ingress and egress), across the existing parking lot and under the railroad tracks, subject to the conditions of approval for the property located at 3030 Atlantic Boulevard. 1. Resolution No. 2022-18
2. Existing Site Plan 3. Proposed Site Plan 4. Notice of Public Hearing - Proof of Publication 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. 5. City Clerk Approval of Minutes Recommendation: Approve the June 7, 2022 Regular City Council meeting minutes.
1. 20220607 City Council Minutes
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 3 of 11
6. 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
7. City Clerk
Claims Against City
Recommendation: Receive and file claim submitted by Jorge Favela in the amount of $1,360.68. 1. Jorge Favela - Claim for Damages
8. Finance/Treasury
Operating Account Warrant Register Recommendation:
Approve Operating Account Warrant Register No. 89, for the period of May 22 through June 4, 2022, totaling $4,655,614.54 and consisting of ratification of electronic payments totaling $4,260,599.14 and ratification of the issuance of early checks totaling $395,015.40. 1. Operating Account Warrant Register No. 89 9. Finance/Treasury City Payroll Warrant Register Recommendation: Approve City Payroll Warrant Register No. 792, for the period of May 1 through May
31, 2022, totaling $2,697,080.42 and consisting of ratification of direct deposits,
checks and taxes totaling $1,789,996.02 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $907,084.40 paid through operating bank account. 1. City Payroll Account Warrant Register No. 792 10. Police Department
Military Equipment Use Policy Recommendation: A. Conduct second reading and adopt Ordinance No. 1282 adding Chapter 9.06 to Title 9 Public Peace and Welfare to the Vernon Municipal Code governing the use of military equipment; and
B. Adopt Vernon Police Department's Military Equipment Use Policy.
1. Ordinance No. 1282 2. VPD's Military Equipment Use Policy 3. Assembly Bill No. 481 Proof of Publication
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 4 of 11
11. Fire Department Fire Department Activity Report Recommendation: Receive and file the April 2022 Fire Department Activity Report.
1. Fire Department Activity Report - April 2022 12. Police Department Police Department Activity Report Recommendation: Receive and file the April 2022 Police Department Activity Report.
1. Police Department Activity Report - April 2022
13. Public Works Quarterly City Housing Report Recommendation:
Receive and file the June 2022 City Housing Quarterly Report.
1. Quarterly Housing Report - June 2022
14. Finance/Treasury Warehouse Special Parcel Tax Rate Adjustment for Fiscal Year 2022-2023 Recommendation:
A. Adopt Resolution No. 2022-19 determining the Warehouse Special Parcel Tax levied for Fiscal Year (FY) 2022-2023 pursuant to Municipal Code Section 3.20.010; and B. Approve and authorize the Director of Finance to execute an Agreement for Billing of Direct Assessments (Warehouse Special Parcel Tax) with the County
of Los Angeles Auditor-Controller’s Office, in substantially the same form as submitted, for the collection and distribution of the Warehouse Special Parcel Tax for FY 2022-2023. 1. Resolution No. 2022-19 2. Agreement for Billing of Direct Assessments (Warehouse Special Parcel Tax)
3. Bureau of Labor Statistics Data
15. Finance/Treasury Public Safety Special Parcel Tax Rate Adjustment for Fiscal Year 2022-2023 Recommendation:
A. Adopt Resolution No. 2022-20 determining the Public Safety Special Parcel Tax
levied for Fiscal Year (FY) 2022-2023, pursuant to Municipal Code Section 3.20.020; and B. Approve and authorize the Director of Finance to execute an Agreement for Billing Direct Assessments (Public Safety Special Parcel Tax) with the County of
Los Angeles Auditor-Controller’s Office, in substantially the same form as
submitted, for the collection and distribution of the Public Safety Special Parcel Tax for FY 2022-2023. 1. Resolution No. 2022-20 2. Agreement for Billing of Direct Assessments (Public Safety Special Parcel Tax)
3. Bureau of Labor Statistics Data
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 5 of 11
16. Public Utilities Blanket Purchase Order with The Home Depot Recommendation: A. Find that the best interests of the City are served by a direct award of a blanket
Purchase Order to The Home Depot, without a competitive selection process
pursuant to Section 3.32.110 (B)(2) of the Vernon Municipal Code (VMC); and B. Approve the issuance of a blanket Purchase Order with The Home Depot in an amount not-to-exceed $179,250 to procure supplies for the Public Works
Department and Vernon Public Utilities for operational needs and special
projects for Fiscal Year (FY) 2022-2023.
17. Public Utilities
Amendment No. 2 to the Services Agreement with Jacobs Engineering Group, Inc. for
Environmental Compliance Support Services
Recommendation: Approve and authorize the City Administrator to execute Amendment No. 2 to the Services Agreement with Jacobs Engineering Group, Inc., in substantially the same form as submitted, for as-needed environmental compliance support services, increasing the contract by $371,834 and bringing the contract total not-to-exceed
amount to $1,116,656. 1. Amendment No. 2 - Jacobs Engineering Group, Inc.
18. Public Utilities
Construction Contract with General Pump Company, Inc. for On-Call Well and Booster
Pump Repairs
Recommendation:
A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301, because the project consists of the maintenance, repair or minor alteration of existing facilities and involves negligible or no expansion of an
existing use;
B. Accept the bid from General Pump Company, Inc., as the lowest responsive and responsible bidder; and C. Approve and authorize the City Administrator to execute a Construction Contract with General Pump Company, Inc., in substantially the same form as submitted,
in an amount not-to-exceed $1,200,000 for on-call pump repair services.
1. Construction Contract with General Pump Company, Inc.
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 6 of 11
19. Public Utilities Revision to Daggett Solar Power 2 Project Power Sales Agreement with Southern California Public Power Authority 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 the revised Daggett Solar Power 2 Project Power Sales Agreement with Southern California Public
Power Authority, 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 at a revised projected annual amount of approximately $8,100,000 over a 20-year term.
1. Revised Power Sales Agreement with SCPPA
2. Redlined Proposed Changes Power Purchase Agreement
20. Public Utilities Cancellation of Vernon’s Transmission Owner Tariff Recommendation: A. Find that the proposed action does not constitute a “project” pursuant to Section
15378(b)(2) of the Guidelines to the California Environmental Quality Act
(CEQA) because such action constitutes an administrative activity; and even if the adoption of the proposed item did constitute a project, it would be exempt in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and
B. Adopt Resolution 2022-21 approving the cancellation of Vernon’s Transmission
Owner Tariff. 1. Resolution No. 2022-21 2. Draft Transmission Owner Tariff Termination Filing
21. Public Utilities
Services Agreement with Hill Brothers Chemical Company for Supply of Aqueous
Ammonia for Malburg Generating Station Recommendation: A. Approve and authorize the City Administrator to execute a Services Agreement with Hill Brothers Chemical Company, in substantially the same form as submitted, for the supply of 19% aqueous ammonia for a total amount not to
exceed $135,800, for a three-year term; and B. Authorize a contingency amount of $13,500 in the event of price volatility, and grant authority to the City Administrator to amend the total contract value by an amount up to the contingency amount, if necessary. 1. Services Agreement with Hill Brothers Chemical Company
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 7 of 11
22. Public Utilities Services Agreement with Nalco Water for Chemical Water Treatment Services for Malburg Generating Station Recommendation: A. Approve and authorize the City Administrator to execute a Services Agreement
with Nalco Water, in substantially the same form as submitted, for Water
Treatment Chemical Services for the Malburg Generating Station for a total amount not to exceed $1,124,717, for a three-year term; and B. Authorize a contingency amount of $112,470 in the event of price volatility, and grant authority to the City Administrator to amend the total contract value by an
amount up to the contingency amount, if necessary.
1. Services Agreement with Nalco Water
23. Finance/Treasury Property and Casualty Insurance Placements for Fiscal Year 2022-2023 Recommendation:
Approve and authorize the City Administrator to execute related documents for
procurement of necessary annual insurance coverage for Fiscal Year (FY) 2022 -23 effective July 1, 2022 to June 30, 2023, with total premiums estimated at approximately $3,765,514 and not-to-exceed $3,980,000. 1. FY 2022-23 Summary of Insurance Permiums 24. Public Works
Purchase Contract with Merrimac Energy Group to Procure Fuel Recommendation: Approve and authorize the issuance of a Purchase Contract with Merrimac Energy Group in an amount not-to-exceed $500,000 to procure fuel for Citywide fleet for Fiscal Year 2022-2023.
1. City of Ventura - Merrimac Agreement FY 2022-23
25. Public Works Purchase Contract for City Contract No. CS-1466: City Hall Chiller Condenser Coils Replacement Recommendation: A. Find that the proposed action is categorically exempt from California
Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines § 15301, because the project consists of the maintenance, repair or minor alteration of existing equipment and involves negligible or no expansion of an existing use; B. Approve and authorize the issuance of a Purchase Contract with Western Allied
Corporation for the replacement of the City Hall Chiller condenser coils for a total amount of $35,990; and C. Authorize a contingency of $10,000 in the event that additional unforeseen repairs are necessary, and grant authority to the City Administrator to issue change orders for an amount up to the contingency amount, if necessary.
1. Western Allied Quote
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 8 of 11
26. Finance/Treasury Annual Statement of Investment Policy for Fiscal Year 2022-2023 Recommendation: Adopt Resolution 2022-22 approving an Annual Statement of Investment Policy for
Fiscal Year (FY) 2022-2023 and delegating investment authority to the Director of
Finance/City Treasurer. 1. Resolution No. 2022-22 NEW BUSINESS 27. Health and Environmental Control Department
University of Southern California (USC) Keck School of Medicine Internship Affiliation
Agreement Recommendation: Approve and authorize the City Administrator to execute the Internship Affiliation Agreement with USC Keck School of Medicine in substantially the same form as submitted.
1. Internship Affiliation Agreement with USC Keck School of Medicine
28. Public Works Moratorium on Warehouse Uses, Freight and Terminals, Container Storage and Parking Recommendation: A. Find that the proposed action is exempt under the California Environmental
Quality Act (CEQA) review, because it is general policy and procedure-making
activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; and
B. Adopt Interim Urgency Ordinance No. 1283 establishing a 45-day temporary moratorium on the establishment, expansion, or modification of warehouse uses, freight terminals, truck terminals, container storage, and container parking in the City of Vernon. 1. Ordinance No. 1283
29. Finance/Treasury Professional Services Agreement with Tyler Technologies for Citywide Enterprise Resource Planning (ERP) Software as a Service (SaaS) Hosting and Support Recommendation: Authorize additional funds in the amount of $729,926 to Contract IT-0152 for the SaaS annual fees with Tyler Technologies, Inc. for a Citywide ERP Software System,
Hosting, Implementation, and Support, bringing the total not-to-exceed amount of the contract to $3,037,949. 1. 20201201 Agenda Item Report
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 9 of 11
ORAL REPORTS
City Administrator Reports on Activities and Other Announcements.
City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff.
CLOSED SESSION
30. CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency Designated Representative: Carlos Fandino, City Administrator Employee Organizations: Management, Confidential, Executive, Elected Officials, and
Unclassified (Unrepresented),
Teamsters Local 911, IBEW Local 47, Vernon Police Management Association, and Vernon Police Officers’ Benefit Association
31. PUBLIC EMPLOYMENT Government Code Section 54957(b)(1)
Title: City Attorney
32. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Government Code Section 54956.8
Property: APNs 6303-005-034, 6303-005-035, and 6303-005-036 Agency negotiator: Carlos Fandino, City Administrator
Negotiating parties: Clougherty Packing, LLC Under negotiation: Price and terms of payment 33. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Government Code Section 54956.8
Property: APNs 6303-013-052, 6303-013-053, 6303-013-054 and 6303-013-055
Agency negotiator: Carlos Fandino, City Administrator Negotiating parties: Smithfield Packaged Meats Corp. Under negotiation: Price and terms of payment 34. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Government Code Section 54956.8
Property: 4010 East 26th Street, Vernon, CA, 90058 Agency negotiator: Carlos Fandino, City Administrator
Negotiating parties: Rehrig Pacific Company
Under negotiation: Price and terms of payment CLOSED SESSION REPORT
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 10 of 11
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 the applicable legal requirements. Regular and Adjourned Regular meeting agendas may be amended up to 72 hours and Special meeting agendas may be amended up to 24 hours in advance of the meeting. Dated: Amended Agenda posted June 17, 2022.
By: ___________/s/________ Lisa Pope, City Clerk
Regular Vernon City Council Meeting Tuesday, June 21, 2022 Page 11 of 11
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 2.04.020). 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 minutes 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. 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.
City Council Agenda Item Report
Submitted by: Veronica Avendano
Submitting Department: Human Resources
Meeting Date: June 21, 2022
SUBJECT
Employee Service Pin Awards for May 2022
Recommendation:
No action required by 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:
TWENTY-FIVE YEARS OF SERVICE
Fernando Flores, Utilities Dispatcher, Hired May 1997
TWENTY YEARS OF SERVICE
Claudia Luna, Assistant Buyer, Hired May 2002
FIFTEEN YEARS OF SERVICE
Daniel M. Onopa, Police Sergeant, Hired May 2007
Veronica Avendano, Administrative Secretary, Hired May 2007
TEN YEARS OF SERVICE
Joanna Hurtado-Moreno, Assistant Civil Engineer, Hired May 2012
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
None.
City Council Agenda Item Report
Submitted by: Lisette Grizzelle
Submitting Department: Human Resources
Meeting Date: June 21, 2022
SUBJECT
Proclamation Recognizing Retired Employee - Renan Castro
Recommendation:
Acknowledge and present a proclamation to retired employee Renan Castro, Warehouse
Worker, Lead in recognition of his dedicated service to the City of Vernon.
Background:
Historically, the City Council has issued proclamations in honor of retired City employees.
Renan Castro, Warehouse Worker, Lead retired from the City of Vernon on April 24, 2022,
after providing over thirty-four (34) years of service to the City. Mr. Castro was hired as a
Utilityman V, effective December 21, 1987; effective July 2, 1989, became a Utilityman IV;
effective December 16, 1990, became Utilityman III; effective December 17, 2000, became
Utilityman II; effective December 24, 2006, became Utilityman I; and effective April 20, 2014,
became a Warehouse Worker, Lead.
Mr. Castro obtained an Associate in Arts degree from Cerritos College in 1999, and a
Bachelor's degree in Business Administration from Woodbury University in 2005. During his
career, Mr. Castro completed a variety of training programs and workshops and developed
expertise in workplace safety issues. One of Mr. Castro's most notable contributions to the
City during his career was his work in developing and leading a collaborative Cal-OSHA
training program and developing and implementing a variety of policies, procedures, and
operational controls to comply with federal, state, and local workplace safety laws and
regulations. He provided bi-weekly Cal-OSHA safety meetings and prepared an annual safety
training schedule for Public Works employees. Mr. Castro also served on the City's Safety
Committee as the Safety Coordinator for the Public Works Department.
During his distinguished career with the City of Vernon, Renan Castro earned the deepest
respect of his colleagues through his dedication, professionalism and commitment to the
Public Works Department. Renan Castro was an exemplary employee and is truly missed.
Mr. Castro was hired on December 21, 1987, and met the eligibility requirements under
CalPERS to retire from the City of Vernon effective April 24, 2022.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Proclamation - Renan Castro
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A PROCZ~AMA TION OF THE MA Y~R AND THE CITY CO UNCIL OF
THE CITY OF VERNON COMMENDING RENAN CASTRO FOR HIS
MANY FEARS OF SER VICE TO THE CITY OF VERNON
WIHEKEAS, Aenan Castro was employed by the City of Vernon since December 27, 7987, and
faithfully served the City of Vernon for over 34 years; and
I~VHEKEAS, Kenan Castro retired from the City of Vernon ~ective Aril 24, 2022, as the
I~arehouse I~or~er, Lead, for the Public I~or~s Department; and
I-VHEKEAS, during the course of his employment with the City of Vernon, Kenan Castro held the
positions of Utilityman V ~ective December 27, 7987, Utilityman IV ~ective Juy 2, X 989, Utilityman III
effective December 76, 7990,. Utilityfnan II effective December 77, 2000, Utilityman I ~ective December 24,
2006, and I-Ylarehouse I~Ylorker, Lead e~fective April 20, 2074; and
I~HEKEAS, Henan Castro obtained an Associate of Arts degree froyn Cerrztos College in 7 999,
and a Bachelor's degree in Business Administration from I~Yloodbury University in 2005; and
I~~IEKEAS, during his career, l~enan Castro completed a variety of training programs and
~or~shops, developed expertise in ~or~place safety issues, played a vital role in developing and leading a
collaborative Cal-OSHA training~rogram and developing and implementing a variety of policies, procedures,
and operational controls to comply with federal, state, and local workplace safety lames and regulations, and
conducted bi-~.vee~ly Cal-OSHA safety meetings, prepared an annual safety training schedule for Public
I-Yorks employees and served on the City s Safety Committee; and
I~HEKEAS, during his distinguished career with the City of Vernon, Kenan Castro has aeon the
deepest respect of his colleagues through his leadership and his many contributions to the City; and
I~HEKEAS, it is an honor to express our appreciation to Kenan Castro for his exemplary service to
the City of Vernon and wish I~enan good health upon his retirement and for continued success in life's pursuits.
NO I,YI, THEI~EFOKE, THE MAYOK A~TD THE CITY CO UNCIL OF THE CITY
OF VEKNON, ON BE~~LF OF ITS EMPLOYEES, KESIDENTS AND B USINESSES
HEI~EBY C01~2~VIEND AND THANK KENAN CAST1~0 FO.K HIS 1~~~1NY YEAKS OF
SEKVICE TO THE CITY. THIS PKOCL.~~IVIATIOI~T IS BEING PKESENTED TO
1~ENAN CASTKO BY THE HONOKABLE MAYOK LETICIA LOPEZ FOK AND ON
BEHAI1F OF THE CITY CO UNCIL OF THE CITY OF VEKNON THIS 2 SST DAY OF
JUNE TI-Yl0 THOUSAND A~TD TT~ENTY TLY10.
CITY OF VEKNO~T
LETICIA LOPEZ, Mayor
City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 21, 2022
SUBJECT
Westside Specific Plan Study Session
Recommendation:
No action required by City Council. This is a presentation and discussion item only.
Background:
On May 19, 2020, City Council approved the advertisement of a Request for Proposal (RFP)
for the preparation of a Mixed-Use Specific Plan (now referred to as the West Side Specific
Plan) and related Program Environmental Impact Report (PEIR). Subsequently, on October 6,
2020, Council approved a services agreement with the Arroyo Group for said purposes. Since
then, the Arroyo Group has solicited input from stakeholders through various meetings as it
prepares the West Side Specific Plan and the PEIR.
The purpose of the Westside Specific Plan Study Session is to ensure that the work
completed to date by City staff and the City's consultant team is consistent with the Council’s
original intent: To allow and encourage a concentrated area within the Westside of Vernon to
transition into an active place of mixed uses (residential, live/work, production retail, and
restaurant/entertainment) while strengthening the majority of the Westside as a highly
competitive area of clean industrial production.
This item is for the purpose of discussion and no formal action on the Westside Specific Plan
is required by the Council at its June 21, 2022 meeting.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
None.
City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 21, 2022
SUBJECT
Request for Zoning Code Variance for 3030 Atlantic Boulevard
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), the general rule is
that CEQA only applies to projects that may have a significant effect on the environment,
and to the extent the property owner seeks to engage in actual physical construction or
development, such would be subject to independent CEQA review and analysis; and
B. Adopt Resolution No. 2022-18 granting the zoning code variance requested to facilitate
Magellan Atlantic I, LLC’s construction of a private access road (for ingress and egress),
across the existing parking lot and under the railroad tracks, subject to the conditions of
approval for the property located at 3030 Atlantic Boulevard.
Background:
Magellan Atlantic I, LLC (Magellan) requests a variance from Section 17.64.020(d) of the
Comprehensive Zoning Ordinance, Restrictions on Non-Conforming Buildings and Uses.
Magellan is the owner of two (2) parcels of real property located at 3030 Atlantic Boulevard
situated in the City of Vernon (City), CA (Property). The parcels that form the Property are
identified as “Parcel 1” and “Parcel 3”are directly adjacent to two (2) undeveloped and
landlocked parcels also owned by Magellan and identified as “Parcel 2” and “Parcel 4” as
shown on Exhibit 2 (Landlocked Parcels). The Property is bounded by Atlantic Boulevard to
the North, the 710 Freeway to the east, an LADPW transmission line to the west, and BNSF
railroad tracks to the south. BNSF will not allow an at grade crossing at its track and so the
only feasible access to the Landlocked Parcels is through an access road to be constructed
under the railroad track.
Magellan proposes to construct an access road across the existing parking lot on the Property
and under the railroad track (Project). The Project will allow access to the currently unusable
Landlocked Parcels so they can be developed. The Project will remove existing automobile
parking spaces and truck loading spaces as shown in Exhibit 3, making the Property out of
compliance with the current Parking Requirements.
As shown on Exhibit 2, the Property is improved with a 200,683 square foot (sf) industrial
building, containing 180,750 sf of warehouse space and 19,933 sf of mezzanine office space
(Building), 149 automobile parking spaces, 15 truck loading spaces, and 5 truck parking
spaces. These existing Improvements were developed in 1960. Parking on the Property has
been in place and has proved sufficient to support the existing Building for approximately 62
years.
The requested variance reduces automobile parking spaces from the 149 spaces currently
provided to 107 spaces and truck loading spaces from the 15 spaces currently provided to 12
spaces. Magellan is requesting this variance from Municipal Code Section 17.64.020(D) in
order to construct an access road crossing under the railroad track to provide ingress and
egress to the Landlocked Parcels.
Magellan has stated that the maximum number of auto parking spaces needed to
accommodate its employees and visitors is 40 and that the 107 spaces remaining after the
proposed Project will more than meet parking needs. Magellan has also stated that there are
no proposed additions or modifications to the existing Building as part of the Project.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Resolution No. 2022-18
2. Existing Site Plan
3. Proposed Site Plan
4. Notice of Public Hearing - Proof of Publication
RESOLUTION NO. 2022-18
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
GRANTING A VARIANCE TO MAGELLAN ATLANTIC I, LLC PURSUANT
TO VERNON MUNICIPAL CODE SECTION 17.64.020(D), FOR THE
PROPERTY LOCATED AT 3030 ATLANTIC BOULEVARD IN THE CITY
OF VERNON
SECTION 1. Recitals.
A.Magellan Atlantic I, LLC (hereinafter referred to as Applicant) occupies the property
located at 3030 Atlantic Boulevard in the City of Vernon (hereinafter referred to as the
Property) and proposes to construct an access road across the existing parking lot on the
Property and under the railroad track.
B.The parcels that form the Property are directly adjacent to two (2) undeveloped
and landlocked parcels also owned by the Applicant (Landlocked Parcels).
C.The Applicant has requested a variance from Vernon Municipal Code Section
17.64.020(D), related to automobile parking, truck parking, truck loading, and truck
maneuvering in order to construct an access road crossing under the railroad track to
provide ingress and egress to the Landlocked Parcels.
D.The Property is located in the I-Zone, Industrial.
E.The City Council, at its meeting held on June 21, 2022, conducted a public hearing
and considered evidence regarding the proposed Zoning Variance and made findings in
connection therewith.
F.The City Council, after due consideration of all evidence and reports offered at said
meeting, does find and determine the following in accordance with Vernon Municipal
Code Section 17.68.060:
1. The Property is bounded by Atlantic Boulevard to the North, the 710 Freeway
to the east, an LADPW transmission line to the west, and BNSF railroad tracks
to the south. These surrounding improvements have created an unusual “V”
shaped site which is isolated from other properties with the same C-1 and T
overlay zoning. Further, most of the Property’s square footage is occupied with
a Building that was constructed in 1960, and the site footprint cannot be
increased to accommodate additional parking or loading spaces because of the
unique shape and surrounding public improvements. The existing parking that
supports the existing Building was built in conformance with the parking
requirements and demand as they existed in or about 1960. These parking
areas have proved sufficient to support the industrial, warehouse and ancillary
office uses onsite for over 62 years. No change to those existing uses is
Resolution No. 2022-18
Page 2 of 5
_______________________
currently proposed by Magellan or required for the Project. Therefore, special
circumstances regarding the site’s size, location, abutting public improvements
and existing development deprive the Property of privileges enjoyed by other
properties in the vicinity that are within the same zoning and overlay districts, as
those properties are not similarly physically constrained and do not have the
same existing long-term development.
Moreover, the Property abuts two Landlocked Parcels and provides the sole
point of access for those parcels due to surrounding public improvements.
Therefore, the Property is unique in that it is the only location on which the
access road proposed by the Future Project can be developed. Approving the
Variance would support a Future Project that will eliminate the current
undevelopable condition of the adjacent Landlocked Parcels.
2. The strict application of Vernon Municipal Code Section 17.64.020(D) would
create an unnecessary hardship on Magellan and is inconsistent with the
purpose and intent of the Vernon Municipal Code. Section 17.64.020(D) would
require Magellan’s currently legally non-conforming lot to remain at its current
capacity. This restriction would require Magellan to continue to set aside land
for parking that is not needed and is not currently utilized. This strict
interpretation and imposition of Section 17.64.020(D) on Magellan would be
inconsistent with the general purpose and intent of the Vernon Municipal Code,
which specifies in Section 17.56.060B) that adequate off-street parking and
loading space shall be provided for each use to accommodate all automobiles
or similar vehicles of the employees, consultants, agents, buyers, vendors,
salesmen, visitors, and other persons normally transacting business at such
enterprise or building. As previously stated, Magellan is currently providing
adequate parking for the existing building and will continue to provide adequate
parking, even with the grant of this variance, consistent with the general
purpose and intent of Vernon Municipal Code.
3. The grant of the variance will not constitute a grant of special privileges. The
City has issued similar variances, where because of the unique nature of the
property the requirement to meet the City’s minimum code requirement for
parking and loading is overly burdensome and unnecessary. As previously
provided, Magellan is currently meeting its parking and loading needs and
demands and will continue to do so with the granting of this variance pursuant
to the conditions of approval set forth below. As such, no special privilege is
being granted by the approval of this variance.
4. The grant of the variance is consistent with the General Plan and complies with
other applicable provisions of the Vernon Municipal Code. The City’s General
Plan specifies that adequate off-street parking be provided in order to eliminate
on-street parking and congestion. Magellan is currently providing adequate
Resolution No. 2022-18
Page 3 of 5
_______________________
parking and loading to meet its needs and demands and will continue to do so
with the grant of the variance. Further, the grant of the variance will be
consistent with other provisions of the Vernon Municipal Code, and in
particular, Section 17.56.060(B) which requires that adequate off-street parking
and loading space shall be provided for each use to accommodate all
automobiles or similar vehicles of the employees, consultants, agents, buyers,
vendors, salespeople, visitors, and other persons normally transacting
business at such enterprise or building.
5. The grant of the variance will not be materially detrimental to the public health,
safety, or welfare, or to the interests of other residents and property owners
within the vicinity of the lot in question. As previously indicated, Magellan
currently provides adequate parking and loading to meet its needs and
demands. The grant of the variance would reduce Magellan’s auto parking
spaces by 42. However, Magellan would continue to provide 107 auto parking
spaces, which more than meets its maximum demand of 40 auto parking
spaces.Thus, no on-street parking impact would occur to be materially
detrimental to the public health, safety, or welfare, or interests of other property
owners.
6. The grant of the variance places suitable conditions on Magellan to protect
surrounding properties and does not permit uses that are not otherwise allowed
in the I-Zone, Industrial. As provided in the conditions below, if at any time
Magellan needs additional truck loading or parking spaces beyond the number
provided pursuant to a parking demand study prepared by a California-licensed
traffic engineer or other qualified professional (Parking Demand Study),
Magellan will be required to meet the additional need identified in the Parking
Demand Study or the City’s minimum code requirements, whichever is less.
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 finds that this action
is exempt from the California Environmental Quality Act (CEQA), in accordance with
CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to
projects that may have a significant effect on the environment, and to the extent the
property owner seeks to engage in actual physical construction or development, such
would be subject to independent CEQA review and analysis and directs the City Clerk
to file a Notice of Exemption in regard to the lack of environmental impact of said project
with the County Clerk of the County of Los Angeles.
Resolution No. 2022-18
Page 4 of 5
_______________________
SECTION 4. A Variance from Vernon Municipal Code Section 17.64.020(D) is
hereby granted to Magellan Atlantic I, LLC, for the property located at 3030 Atlantic
Boulevard.
SECTION 5. The Variance granted is subject to the following conditions:
A.The facility shall be operated in accordance with all current codes, rules, and
regulations and subject to permit fees as adopted by the City of Vernon not otherwise
addressed by this grant of a variance.
B.The facility shall be operated in a manner that will prevent unsanitary
conditions, odors or other nuisances. The facility shall be maintained with a clean yard,
free of debris, and in a manner that prevents the off-site migration of debris.
C.At all times, all parking areas shall be: (1) striped in a manner acceptable to
the Director of Public Works; (2) paved with a concrete or asphalt concrete paving or
other surface reasonably acceptable to the Director of Public Works; (3) adequately
drained; and (4) kept free of potholes, dust, mud, trash, and weeds.
D.Adequate on-site parking shall be maintained so that no public street or off-
site parking or staging will occur, except as specified below. The facility shall be operated
in a manner that will not impede traffic on any public street as determined by the Director
of Public Works in the Director’s sole discretion. All vehicles shall enter and exit the site
in a front forward manner. No vehicle parking or staging associated with the facility shall
take place off-site or on the public street without prior approval from the Director of Public
Works.
E.All parking and loading areas shall be maintained substantially in
compliance with the site plan as submitted as part of this variance application.
F.This Variance shall apply to the current uses of the Building on the Property
and any other warehouse or industrial uses of the Building on the Property, including
ancillary office uses, to which the same City Parking Requirements apply. However, if, in
the opinion of the Director of Public Works, Magellan’s or its successors’ parking or
loading needs increase such that the parking and loading provided on the property is
insufficient, then a Parking Demand Study shall be prepared and if deemed necessary
therein, additional parking and/ or loading shall be provided on site, or within 1,500 feet of
the site, to meet the additional needs as determined by the Parking Demand Study, which
shall be reviewed and approved by the Director of Public Works, to meet the
demonstrated additional demand or minimum parking and loading requirements of the
Vernon Municipal Code, whichever is less.
G.Not later than thirty (30) days from the date of approval of this Variance, the
property owner shall indicate, in writing, its acceptance of and agreement with the
conditions herein. The Variance shall be void and of no force or effect unless such written
Resolution No. 2022-18
Page 5 of 5
_______________________
acceptance and agreement is submitted to the City within the thirty (30) day period.
H.Noncompliance with any of the conditions herein shall constitute sufficient
grounds for the City Council of the City of Vernon to revoke this variance and require
Magellan to revert back to the current number of on-site parking and truck loading spaces
or comply with the number of such spaces required pursuant to then-applicable parking
and loading requirements of the Vernon Municipal Code, whichever is less, in which case
Magellan may provide any such spaces on the Property or within 1,500 feet of the
Property.
SECTION 6.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 June, 2022.
________________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA,
Interim City Attorney
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. EXISTING Tl� T-UP BUILDING #1
FOOTPRINT: 180,750 S.F. . . MEZZANINE: 19,933 S.F.
TOTAL AREA: 200,683 S.F.
EXISTING SITE PLAN
(E) CONC. DOCK TO REMAIN
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(E) Bill.BOARD SIGN TO BE �RELOCATED OR RAISED UP
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BUILDING SITE STUDY:
BUILDING FOOTPRINT = 180,750 sq. ft.
(E)MEZZ. FLOOR OFFICE AREA = 19,933 sq. ft.
TOTAL GROSS FLOOR
AREA OF BUILDING = 200,683 sq. ft.
BUILDING PARKING REQUIREMENTS
Automobile Parking Requirements:
1 I 1,000 Sq. Ft. of Gross Floor Area for
building 200,683 / 1,000 = 201
Parking Stalls Min. Required:
Parking Stalls Provided:
Therefore, parking deficient
201 Stalls
149 Stalls
52 Stalls
Truck Loading Space Requirements
(10'-0" X 75'-0"):
1 I 10,000 Sq. Ft. of Gross Floor Area
for Industrial / warehouse
200,683 / 10,000= 20
Truck Loading Space Required:
Truck Loading Space Provided
Therefore, truck loading deficient
Truck Parking Space Requirements
(10'-0" X 75'-0"):
1 I 25,000 Sq. Ft. of Gross Floor Area
for 1he first 100,000 Sq. Ft.
and 1 I 100,000 Sq. Ft. of gross
Floor Area above 100,000 Sq. Ft.
for Warehouse
1st 100,000 / 25,000 = 4
REMAINDER 100,683 /100,000 = 1
20 Spaces
15 Spaces
5Spaces
Truck Parking Space Required: 5 Spaces
Truck Parking Space Provided: 5 Spaces
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4 AlITO SPACESra BE REMOVED F TRUCK CROSS G
I 4AUTO SPACESTO BE REMOVED FOR TRUCK CROSSING
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EXISTING TILT-UP BUILDING #1 . . FOOTPRINT: 180,750 S.F. . . MEZZANINE: 19,933 S.F.
TOTAL AREA: 200,683 S.F.
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(3)TRUCK LOADING SPACESTO BE REMOVED FOR ROADCROSSING
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DOCK AREA TO BE DEMO
NEW FIRE ACCESS
(E) CONC. DOCK TO REMAIN
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30 FT. WIDE PRE-FABRICATED VEHICLE UNDERPASS RAIL ROAD CROSSING
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SITE PLAN WITH NEW ROAD
PARCEL 2 (AREA TO BE DEVELOPED)
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BUILDING SITE STUDY:
BUILDING FOOTPRINT = 180,750 sq. ft.
(E)MEZZ. FLOOR OFFICE AREA = 19,933 sq. ft.
TOTAL GROSS FLOOR
AREA OF BUILDING = 200,683 sq. ft.
BUILDING PARKING REQUIREMENTS
Automobile Parking Requirements:
1 / 1,000 Sq. Ft. of Gross Floor Area for
building 200,683 / 1,000 = 201
Parking Stalls Required: Parking Stalls Provided:
Therefore, parking deficient
201 Stalls
107 Stalls
94 Stalls
Truck Loading Space Requirements
(10'--0" X 75'--0"):
1 / 10,000 Sq. Ft. of Gross Floor Area
for Industrial/ Warehouse
200,683 / 10,000= 20
Truck Loading Space Required:
Truck Loading Space Provided
Therefore, truck loading deficient
Truck Parking Space Requirements
(10'-0" X 75'-0"):
1 / 25,000 Sq. Ft. of Gross Floor Area
for the first 100,000 Sq. Ft.
and 1 / 100,000 Sq. Ft. of gross
Floor Area above 100,000 Sq. Ft.
for Warehouse
1st 100,000 / 25,000 = 4
REMAINDER 100,683 /100,000 = 1
Truck Parking Space Required:
Truck Parking Space Provided:
....__ '
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20 Spaces
12 Spaces
8 Spaces
5 Spaces
5 Spaces
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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
HRG NOTICE OF HEARING
Notice of Public Hearing - Variance to reduce parking 3030 Atlantic Boulevard
06/09/2022
Notice Type:
Ad Description
COPY OF NOTICE
3594214
!A000006038295!
An invoice will be sent after the last date of publication. If you prepaid this
order in full, you will not receive an invoice.
NOTICE OF CITYCOUNCIL PUBLIC HEARING
The City Council of the City of Vernon will
conduct a public hearing,which you may attend,
at Vernon City Hall,City Council Chamber,4305
Santa Fe Avenue,Vernon,CA 90058,or via
Zoom Webinar at
http://www.cityofvernon.org/webinar-cc,in
accordance with Assembly Bill 361,on Tuesday,
June 21,2022,at 9:00 a.m.(or as soon
thereafter as the mattercan be heard),to:
Consider avariance to reduce parking at 3030
Atlantic Boulevard,Vernon,CA 90058,to
construct an access road crossing under the
railroad track toprovide ingress and egress to
landlockedparcels.
All interested persons will be given an opportunity
to comment on the above-referenced item during
the public hearing.In addition,written comment
or questions may be submitted prior to the
hearing as set forth below.Written testimony or
questions must be received prior to 9:00 a.m.on
thedate ofthehearing
All relevant documentswill be available for public
review on the City's website once the agenda for
the meeting is posted or from the City Clerk at
CityClerk@cityofvernon.org or (323)583-8811
ext.546.All interested persons will be given an
opportunity to comment on the above-referenced
items during the public hearing.In addition,
written comment or questions may be submitted
prior to the hearing as set forth below.Written
Testimony or questions must be received prior to
9:00 a.m.onthedate ofthehearing.
Pleasesend yourcomments or questions to:
Daniel Wall,Director ofPublicWorks
Cityof Vernon
4305Santa FeAvenue,Vernon,CA 90058
(323)583-8811 ext.305 Email:
dwall@cityofvernon.org
If you challenge the City's action or any provision
thereof in court,youmay belimited toraising only
those issues you or someone else raised at the
hearing described in this notice or in written
correspondence delivered to the City of Vernon
at,or priorto,the meeting.
In compliance with the Americans with Disabilities
Act (ADA),if you need special assistance to
participate in the meeting,please contact the
Office of the City Clerk at (323)583-8811 ext.
546.
The hearing may be continued,adjourned,or
cancelled and rescheduled to a stated time and
placewithout further notice ofapublic hearing.
Dated:June7,2022
/s/
Lisa Pope,CityClerk
6/9/22
PRE-3594214#
HUNTINGTON PARK BULLETIN
City Council Agenda Item Report
Submitted by: Sandra Dolson
Submitting Department: City Clerk
Meeting Date: June 21, 2022
SUBJECT
Approval of Minutes
Recommendation:
Approve the June 7, 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. 20220607 City Council Minutes
MINUTES
VERNON CITY COUNCIL
REGULAR MEETING
TUESDAY, JUNE 7, 2022
COUNCIL CHAMBER, 4305 SANTA FE AVENUE
CALL TO ORDER
Mayor Lopez called the meeting to order at 9:00 a.m.
FLAG SALUTE
Mayor Lopez led the Flag Salute.
ROLL CALL
PRESENT:
Leticia Lopez, Mayor
Crystal Larios, Mayor Pro Tem (via remote access)
William Davis, Council Member
Judith Merlo, Council Member
Melissa Ybarra, Council Member
STAFF PRESENT:
Carlos Fandino, City Administrator
Angela Kimmey, Deputy City Administrator
Zaynah Moussa, Interim City Attorney (via romote access)
Lisa Pope, City Clerk
Scott Williams, Finance Director
Fredrick Agyin, Health and Environmental Control Director
Michael Earl, Human Resources Director
Robert Sousa, Police Chief
Abraham Alemu, Public Utilities General Manager
Dan Wall, Public Works Director
Todd Dusenberry, Assistant Public Utilities General Manager
APPROVAL OF THE AGENDA
MOTION
Council Member Merlo moved and Council Member 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 8
June 7, 2022
RECESS
Mayor Lopez recessed the meeting at 9:03 a.m. The meeting reconvened at 9:10
a.m.
PRESENTATIONS
1.Fiscal Year (FY) 2021-22 Docket II Scholarship Grants Awarded by Vernon
CommUNITY Fund Grant Committee
Recommendation: A. Receive and file the report on grants awarded by the Grant
Committee for FY 2021-22 Docket II; and B. Acknowledge and present certificates
to FY 2021-22 Docket II Scholarship Grant recipients in recognition of their
outstanding academic performance, personal achievement, community
involvement, and leadership.
City Clerk Pope announced the FY 2021-22 Docket II Scholarship Grant recipients.
Mayor Lopez presented the certificates to: Alejandro Hernandez (Applicant #5),
Loyola High School - $4,000; 2. Lucia Langaney (Applicant #11), Maywood Center
for Enriched Studies - $4,000; 3. Jamilex Soto (Applicant #3), Huntington Park
High School - $4,000; 4. Pauly Vega (Applicant #12), Bell Senior High Magnet -
$4,000; and 5. Priscila Villegas (Applicant #4), Huntington Park Institute of Applied
Medicine - $4,000, in recognition of their outstanding academic performance,
personal achievement, community involvement, and leadership.
MOTION
Council Member Ybarra moved and Council Member Merlo seconded a motion to
receive and file the report on grants awarded by the Grant Committee for FY 2021-
22 Docket II. The question was called and the motion carried unanimously.
2.City Administrator Report:
• Sterigenics Update
• Santa Clara Data Center Tour
• New Business Welcome
• Vernon Business Breakfast
• Vernon Police Provide Active Shooter Training
• Vernon Public Utilities Mutual Assistance Network
• Passport Services in Vernon
• Community Engagement
Recommendation:
No action is required by City Council. This is a presentation only.
Al Lopez, Sterigenics, explained company operations.
In response to Council questions, City Administrator Fandino indicated the Vernon
Business Breakfasts would continue. Chief Soussa discussed future active shooter
trainings.
Regular City Council Meeting Minutes Page 3 of 8
June 7, 2022
PUBLIC HEARINGS
3.Truck to Rail Transfer Facilities within the City of Vernon (Continued from
May 3, 2022)
Recommendation: Table consideration of Ordinance No. 1281 amending, adding
and renumbering various sections within Chapter 17 of the Vernon Municipal
Code (VMC) to allow and regulate Truck to Rail Transfer Facilities within the City
of Vernon.
Public Works Director Wall presented the staff report.
Mayor Lopez opened the public hearing. There being no speakers, Mayor Lopez
closed the public hearing.
MOTION
Council Member Ybarra moved and Mayor Lopez seconded a motion to table
consideration of Ordinance No. 1281 amending, adding and renumbering various
sections within Chapter 17 of the Vernon Municipal Code (VMC) to allow and
regulate Truck to Rail Transfer Facilities within the City of Vernon. The question
was called and the motion carried unanimously.
4.Citywide Annual Operating Budget, Capital Improvement Plan and
Appropriations Limit (GANN) for Fiscal Year 2022-2023
Recommendation: A. Adopt Resolution No. 2022-15 approving and adopting the
Annual Operating Budget and Capital Improvement Plan for Fiscal Year 2022-
2023; and B. Adopt Resolution No. 2022-16 adopting the appropriations limit for
Fiscal Year 2022-2023 pursuant to Government Code Section 7910.
Finance Director Williams presented the staff report.
Mayor Lopez opened the public hearing. There being no speakers, Mayor Lopez
closed the public hearing.
MOTION
Council Member Ybarra moved and Council Member Davis seconded a motion to:
A. Adopt Resolution No. 2022-15 approving and adopting the Annual Operating
Budget and Capital Improvement Plan for Fiscal Year 2022-2023; and B. Adopt
Resolution No. 2022-16 adopting the appropriations limit for Fiscal Year 2022-
2023 pursuant to Government Code Section 7910. The question was called and
the motion carried unanimously.
5.Military Equipment Use Policy
Recommendation: A. Find that the proposed action is exempt from the California
Environmental Quality Act (CEQA) pursuant to Section 15061 (b)(3) (General
Rule) of the CEQA Guidelines because it is not a project and because it can be
seen with certainty that there is no possibility that the passage of this Ordinance
will have a significant effect on the environment; B. Introduce and conduct first
Regular City Council Meeting Minutes Page 4 of 8
June 7, 2022
reading of Ordinance No. 1282 adding Chapter 9.06 to Title 9 Public Peace and
Welfare to the Vernon Municipal Code governing the use of military equipment;
and C. Direct staff to schedule second reading and adoption of Ordinance No.
1282 for the June 21, 2022 Regular City Council Meeting.
Police Chief Sousa presented the staff report.
Mayor Lopez opened the public hearing. There being no speakers, Mayor Lopez
closed the public hearing.
MOTION
Council Member Ybarra moved and Mayor Lopez seconded a motion to: A. Find
that the proposed action is exempt from the California Environmental Quality Act
(CEQA) pursuant to Section 15061 (b)(3) (General Rule) of the CEQA Guidelines
because it is not a project and because it can be seen with certainty that there is
no possibility that the passage of this Ordinance will have a significant effect on
the environment; B. Introduce and conduct first reading of Ordinance No. 1282
adding Chapter 9.06 to Title 9 Public Peace and Welfare to the Vernon Municipal
Code governing the use of military equipment; and C. Direct staff to schedule
second reading and adoption of Ordinance No. 1282 for the June 21, 2022 Regular
City Council Meeting. The question was called and the motion carried
unanimously.
CONSENT CALENDAR
MOTION
Council Member Ybarra moved and Council Member Davis seconded a motion to
approve the Consent Calendar. The question was called and the motion carried
unanimously.
The Consent Calendar consisted of the following items:
6.Approval of Minutes
Recommendation: Approve the May 17, 2022 Regular City Council meeting
minutes.
7.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.
8.Operating Account Warrant Register
Recommendation: Approve Operating Account Warrant Register No. 88, for the
period of May 1 through May 21, 2022, totaling $18,223,971.35 and consisting of
ratification of electronic payments totaling $17,827,674.32 and ratification of the
issuance of early checks totaling $396,297.03.
9.Public Works Department Monthly Report
Recommendation: Receive and file the April 2022 Building Report.
Regular City Council Meeting Minutes Page 5 of 8
June 7, 2022
10.Services Agreement with Tetra Tech, Inc. for Greenhouse Gas Verification
Services
Recommendation: Approve and authorize the City Administrator to execute a
Services Agreement with Tetra Tech, Inc., in substantially the same form as
submitted, for Greenhouse Gas verification services for a total amount not to
exceed $20,500.
11.Motorola Service Agreement and Related Subscriber Agency Agreement
Recommendation: Approve and authorize the City Administrator to execute a
Service Agreement for maintenance and related Subscriber Agency Agreement
not to exceed $77,167.61 for a three-year term.
12.Additional Funds for Fuel Procurement
Recommendation: Approve and authorize additional funds in the amount of
$80,000 to be added to Purchase Order No. 011.0015052 with Merrimac Energy
Group for Fiscal Year 2021-2022.
NEW BUSINESS
13.Project Funded by Senate Bill 1: The Road Repair and Accountability Act of
2017
Recommendation: A. Find that the approval of the proposed resolution does not
constitute at "project" pursuant to Sections 15378(b)(2) and (4) of the Guidelines
to the California Environmental Quality Act (CEQA), because it constitutes an
administrative activity and government funding mechanism that does not involve
any commitment to any specific project which may result in a potentially significant
impact on the environment; and even if the adoption of the proposed resolution did
constitute a project, it would be exempt from CEQA in accordance with Section
15061(b)(3), the general rule that CEQA only applies to projects that may have a
significant effect on the environment; and B. Adopt Resolution No. 2022-17
adopting a project list to be funded by Senate Bill 1: The Road Repair and
Accountability Act of 2017 for Fiscal Year (FY) 2022-2023.
Public Works Director Wall presented the staff report.
MOTION
Council Member Ybarra moved and Council Member Davis seconded a motion to:
A. Find that the approval of the proposed resolution does not constitute at "project"
pursuant to Sections 15378(b)(2) and (4) of the Guidelines to the California
Environmental Quality Act (CEQA), because it constitutes an administrative
activity and government funding mechanism that does not involve any commitment
to any specific project which may result in a potentially significant impact on the
environment; and even if the adoption of the proposed resolution did constitute a
project, it would be exempt from CEQA in accordance with Section 15061(b)(3),
the general rule that CEQA only applies to projects that may have a significant
effect on the environment; and B. Adopt Resolution No. 2022-17 adopting a project
list to be funded by Senate Bill 1: The Road Repair and Accountability Act of 2017
for Fiscal Year (FY) 2022-2023. The question was called and the motion carried
unanimously.
Regular City Council Meeting Minutes Page 6 of 8
June 7, 2022
14.Commission and Committee Appointments
Recommendation: A. Appoint two business representatives to the Business and
Industry Commission (BIC) (terms July 1, 2022 to June 30, 2026); B. Appoint one
employee/labor representative to the BIC (term July 1, 2022 to June 30, 2026); C.
Appoint one real estate representative to the BIC (term July 1, 2022 to June 30,
2026); D. Appoint one business representative to the Vernon CommUNITY Fund
Grant Committee (VCFGC) (term July 1, 2022 to June 30, 2026); E. Appoint one
legislative representative to the VCFGC (term July 1, 2022 to June 30, 2026); F.
Appoint one Vernon area representative to the VCFGC (term July 1, 2022 to June
30, 2026); G. Appoint two business representatives to the Green Vernon
Commission (GVC) (terms July 1, 2022 to June 30, 2026); H. Appoint one
environmental representative to the GVC (term July 1, 2022 to June 30, 2026); I.
Appoint one environmental representative to the GVC (partial term July 1, 2022 to
June 30, 2024); and J. Appoint one employee of a Vernon business to the Vernon
Housing Commission (VHC) (partial term July 1, 2022 to June 30, 2023).
City Clerk Pope presented the staff report.
MOTION
Council Member Ybarra moved and Council Member Lopez seconded a motion to:
A. Appoint Cathy Browne and Duncan Sachdeva as business representatives to
the Business and Industry Commission (BIC) (terms July 1, 2022 to June 30,
2026); B. Appoint Hector Morfin as employee/labor representative to the BIC (term
July 1, 2022 to June 30, 2026); C. Appoint Thomas Condon as real estate
representative to the BIC (term July 1, 2022 to June 30, 2026); D. Appoint Clara
Bustamante as area representative for Vernon CommUNITY Fund Grant
Committee (VCFGC) (term July 1, 2022 to June 30, 2026); E. Appoint Ronit Edry
as business representative to the Vernon CommUNITY Fund Grant Committee
(VCFGC); F. Appoint Mark Gonzales as legislative representative to the VCFGC
(term July 1, 2022 to June 30, 2026); G. Appoint Clara Bustamante and Ronit Edry
as business representatives to the Green Vernon Commission (GVC) (terms July
1, 2022 to June 30, 2026); H. Appoint Cathy Browne as environmental
representative to the GVC (term July 1, 2022 to June 30, 2026); I. Appoint Ron
Daerr as environmental representative to the GVC (partial term July 1, 2022 to
June 30, 2024); and J. Appoint Steve Spanks as employee of a Vernon business
to the Vernon Housing Commission (partial term July 1, 2022 to June 30,
2023).The question was called and the motion carried unanimously.
15.Declaration of Surplus Land
Recommendation: A. Find that approval of the proposed action is exempt from
California Environmental Quality Act (CEQA) review, because the designation of
the property as surplus does not have the potential for creating a significant effect
on the environment and is therefore exempt from further review it is not a “project”
as defined by the CEQA Guidelines Section 15378. Adoption of the Resolution
does not have the potential for resulting in either a direct physical change in the
environment of a reasonably foreseeable indirect physical change in the
environment. If and when the property is sold to a purchaser and the purchaser
Regular City Council Meeting Minutes Page 7 of 8
June 7, 2022
proposes a use for the property that requires a discretionary permit and CEQA
review, that future use and project will be analyzed at the appropriate time in
accordance with CEQA; and B. Adopt Resolution No. 2022-13 declaring pursuant
to Government Code Section 54221 that real property owned by the City of Vernon
located in an unincorporated area of Kern County, is surplus land and not
necessary for the City's use, finding that such declaration is exempt from
environmental review under the California Environmental Quality Act, and taking
related actions.
Finance Director Williams presented the staff report.
MOTION
Council Member Ybarra moved and Council Member Davis seconded a motion to:
A. Find that approval of the proposed action is exempt from California
Environmental Quality Act (CEQA) review, because the designation of the property
as surplus does not have the potential for creating a significant effect on the
environment and is therefore exempt from further review it is not a “project” as
defined by the CEQA Guidelines Section 15378. Adoption of the Resolution does
not have the potential for resulting in either a direct physical change in the
environment of a reasonably foreseeable indirect physical change in the
environment. If and when the property is sold to a purchaser and the purchaser
proposes a use for the property that requires a discretionary permit and CEQA
review, that future use and project will be analyzed at the appropriate time in
accordance with CEQA; and B. Adopt Resolution No. 2022-13 declaring pursuant
to Government Code Section 54221 that real property owned by the City of Vernon
located in an unincorporated area of Kern County, is surplus land and not
necessary for the City's use, finding that such declaration is exempt from
environmental review under the California Environmental Quality Act, and taking
related actions. The question was called and the motion carried unanimously.
ORAL REPORTS
City Administrator Reports on Activities and other Announcements.
City Administrator Fandino congratulated Vernon City Elementary’s Class of 2022.
He announced the 2022 Graduation and Summer Kick-off on June 9, 2022, 5 p.m.
to 7 p.m.; upcoming Housing Commission meetings and housing lottery; and
Vernon Job Fair on June 23, 2022.
City Council Reports on Activities (including AB 1234), Announcements, or
Directives to Staff.
None.
RECESS
Mayor Lopez recessed the meeting to Closed Session at 10:00 a.m.
Regular City Council Meeting Minutes Page 8 of 8
June 7, 2022
CLOSED SESSION
16.CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency Designated Representative: Carlos Fandino, City Administrator
Employee Organizations: Teamsters Local 911, IBEW Local 47, Vernon Police
Management Association, and Vernon Police Officers’ Benefit Association
17.CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (2)
Government Code Section 54956.9(d)(1)
Californians for Homeownership, Inc. v. City of Vernon
Los Angeles Superior Court Case No. 22STCP01397
David Moore v. City of Vernon
Workers Compensation Appeals Board Case No. ADJ16019205
18.PUBLIC EMPLOYMENT
Government Code Section 54957(b)(1) Title: City Attorney
RECONVENE
At 12:13 p.m., Mayor Lopez 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 ratified settlement payment in the case of
David Moore v. City of Vernon – Workers Compensation Appeals Board Case No.
ADJ16019205.
ADJOURNMENT
Mayor Lopez adjourned the meeting at 12:13 p.m.
______________________________
LETICIA LOPEZ, Mayor
ATTEST:
_____________________________________
LISA POPE, City Clerk
(seal)
City Council Agenda Item Report
Submitted by: Yonnie Parker
Submitting Department: City Clerk
Meeting Date: June 21, 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 (AB361) 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 periodically declare that the City's
legislative bodies must continue to meet remotely to ensure the continued health and safety of
the public. The City Council most recently ratified the findings of Resolution No. 2021-36 on
June 7, 2022. Since the July 5, 2022 Council meeting is cancelled, it is necessary to ratify at
this meeting.
If the City Council determines the need to conduct meetings remotely still exists, the City
Council should ratify the findings in Resolution 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
Page 2 of 3
_______________________
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
Page 3 of 3
_______________________
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.
_____________________________
MELISSA YBARRA, Mayor
ATTEST:
____________________________________
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
____________________________________
ZAYNAH N. MOUSSA, Interim City Attorney
City Council Agenda Item Report
Submitted by: Yonnie Parker
Submitting Department: City Clerk
Meeting Date: June 21, 2022
SUBJECT
Claims Against City
Recommendation:
Receive and file claim submitted by Jorge Favela in the amount of $1,360.68.
Background:
On June 8, 2022, the City received the following claim:
Name of Claimant - Jorge Favela
Amount Demanded - $1,360.68
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.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Jorge Favela - Claim for Damages
City Council Agenda Item Report
Submitted by: Efren Peregrina
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022
SUBJECT
Operating Account Warrant Register
Recommendation:
Approve Operating Account Warrant Register No. 89, for the period of May 22 through June 4,
2022, totaling $4,655,614.54 and consisting of ratification of electronic payments totaling
$4,260,599.14 and ratification of the issuance of early checks totaling $395,015.40.
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. 89 covering
claims and demands presented during the period of May 22 through June 4, 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. 89, totals
$4,655,614.54. 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. 89.
Attachments:
1. Operating Account Warrant Register No. 89
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 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:________________________________________________________________________________________________________________________Printed: 6/14/2022 9:01:54AM6/14/2022
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500170 $ 21,870.00 Electric Energy TransacƟons GA201560DEPARTMENT OF WATER & POWER002468 ‐ 055.9200.500260 $ 575.00 Electric Energy TransacƟons GA201560$ 22,445.0005/24/2022 12996055.9000.595200 $ 3,787.88 Natural Gas Compliance Services 112938G2 INTEGRATED SOLUTIONS, LLC006899 ‐ $ 3,787.8805/24/2022 12997011.9019.520010 $ 5,100.00 SharePoint Storage~ 1100927430 011.0015169INSIGHT PUBLIC SECTOR, INC003606 ‐ $ 5,100.0005/24/2022 12998011.9019.860000 $ 0.20 Workforce Central SoŌware 11891739KRONOS INCORPORATED005034 ‐ 011.9019.860000 $ 90.00 Workforce Central SoŌware 11906139$ 90.2005/24/2022 12999011.9019.590110 $ 17,400.56 Onboard & Perform SubscripƟon~ INV26130NEOGOV004882 ‐ 011.9019.590110 $ 9,924.27 Governmentjobs & Insight SubscripƟon~ INV26713$ 27,324.8305/24/2022 13000055.9200.500170 $ 24,669.00 Laguna Bell 05/22 7501388081SO CAL EDISON000059 ‐ 055.9200.500170 $ 187,200.00 Mead Laguna Bell 05/22 7501388082055.9200.500170 $ 79,200.00 Victorville Lugo Vernon 05/22 7501388117$ 291,069.0005/24/2022 13001055.9200.550022 $ 153,562.52 ReservaƟon & Transmission Charges~ 051022THE GAS COMPANY001581 ‐ $ 153,562.5205/24/2022 13002011.1043.590000 $ 1,325.00 Traffic Signal Maintenance 15568BEAR ELECTRICAL SOLUTIONS, INC007026 ‐ 011.1043.590000 $ 3,696.00 Traffic Signal Maintenance 15569$ 5,021.0005/25/2022 13003011.1024.593200 $ 489.45 Re: 5122 S. AtlanƟc Boulevard 932062BEST BEST & KRIEGER, LLP005506 ‐ 011.1024.593200 $ 1,172.95 Re: 5122 S. AtlanƟc Boulevard 934462$ 1,662.4005/25/2022 13004Printed: 6/14/2022 9:01:54AMPage 1 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.500130 $ 36,638.76 Potable & Recycled Water VERAPR22CENTRAL BASIN MWD001401 ‐ $ 36,638.7605/25/2022 13005011.1047.540000 $ 269.49 Uniforms 4119927737CINTAS CORPORATION005490 ‐ $ 269.4905/25/2022 13006055.9200.500160 $ 97,685.00 Natural Gas 04/22 177069CONOCOPHILLIPS COMPANY005388 ‐ $ 97,685.0005/25/2022 13007011.1004.520000 $ 280.35 Postage Replenishment 801102NDS006687 ‐ $ 280.3505/25/2022 13008011.9019.590110 $ 10,000.00 Digital Forensics & Incident ReporƟng TIN220106BC1TRACEPOINT, LLC007077 ‐ $ 10,000.0005/25/2022 13009055.9000.550000 $ 155.00 PublicaƟon Services B3587540DAILY JOURNAL CORPORATION000947 ‐ $ 155.0005/26/2022 13010011.1003.596300 $ 18.95 Mail CollecƟon Mileage~ 051022SANDRA DOLSON005344 ‐ $ 18.9505/26/2022 13011011.1021.596200 $ 100.00 AƩendance SƟpend~ 051822STEVEN FROBERG005155 ‐ $ 100.0005/26/2022 13012011.110021 $ 2,925.49 Employee Computer Loan 052322MARTIN GUTIERREZ006755 ‐ $ 2,925.4905/26/2022 13013055.9000.596200 $ 12,272.00 Security Services~ 6543JRM006198 ‐ 055.8100.596200 $ 72,524.00 Security Services~ 6544$ 84,796.0005/26/2022 13014056.5600.520000 $ 457.31 Electrical Supplies~ 226540 056.0000643MEASUREMENT CONTROL SYSTEMS, I000839 ‐ 056.5600.520000 $ 465.98 Electrical Supplies~ 226666 056.0000643056.5600.520000 $ 1,175.15 Electrical Supplies~ 228393 056.0000643$ 2,098.4405/26/2022 13015Printed: 6/14/2022 9:01:54AMPage 2 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1046.840000 $ 11,835.88 Generator & A/C Unit~ 17380 011.0015236SMITH POWERHOUSE, INC003280 ‐ 011.1046.840000 $ 11,100.00 Labor~ 17380 011.0015236011.1046.840000 $ 1,213.18 Sales Tax 10.25 17380$ 24,149.0605/26/2022 13016055.9200.500150 $ 1,116,705.84 IniƟal Charges 05/22 202205243155298058CALIFORNIA ISO002412 ‐ 055.9200.500170 $ 9,851.04 IniƟal Charges 05/22 202205243155298058055.9200.500190 $ 18,999.53 IniƟal Charges 05/22 202205243155298058055.9200.500210 $ 8,754.02 IniƟal Charges 05/22 202205243155298058055.9200.500150 $ 508.67 RecalculaƟon Charges 02/22 202205243155298058055.9200.500170 $ 193.61 RecalculaƟon Charges 02/22 202205243155298058055.9200.500190 $ ‐557.07 RecalculaƟon Charges 02/22 202205243155298058$ 1,154,455.6405/27/2022 13017Printed: 6/14/2022 9:01:54AMPage 3 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.900000 $ 139.96 Plumbing and building hardware~ 119952 011.0014891LB JOHNSON HARDWARE CO #1000804 ‐ 020.1084.900000 $ 200.39 Plumbing and building hardware~ 119971 011.0014891020.1084.900000 $ 144.49 Plumbing and building hardware~ 119988 011.0014891020.1084.900000 $ 38.88 Plumbing and building hardware~ 120068 011.0014891020.1084.900000 $ 36.88 Plumbing and building hardware~ 120084 011.0014891020.1084.900000 $ 68.09 Plumbing and building hardware~ 120112 011.0014891020.1084.900000 $ 294.05 Plumbing and building hardware~ 120134 011.0014891020.1084.900000 $ 17.50 Plumbing and building hardware~ 120157 011.0014891020.1084.900000 $ 35.02 Plumbing and building hardware~ 120260 011.0014891020.1084.900000 $ 26.23 Plumbing and building hardware~ 120345 011.0014891020.1084.900000 $ 41.58 Plumbing and building hardware~ 120428 011.0014891020.1084.900000 $ 51.43 Plumbing and building hardware~ 120650 011.0014891020.1084.900000 $ 35.42 Plumbing and building hardware~ 120661 011.0014891020.1084.900000 $ 39.90 Plumbing and building hardware~ 120748 011.0014891020.1084.900000 $ 154.43 Plumbing and building hardware~ 120847 011.0014891020.1084.520000 $ 153.29 Plumbing and building hardware~ 120848 011.0014891020.1084.900000 $ 218.95 Plumbing and building hardware~ 120885 011.0014891020.1084.900000 $ 322.67 Plumbing and building hardware~ 120886 011.0014891020.1084.900000 $ 59.08 Plumbing and building hardware~ 120985 011.0014891020.1084.900000 $ ‐114.92 Plumbing and building hardware~ 413895 011.0014891$ 1,963.3205/27/2022 13018056.5600.590000 $ 1,145.23 CalibraƟon Services 226499MEASUREMENT CONTROL SYSTEMS, I000839 ‐ $ 1,145.2305/27/2022 13019055.9000.596200 $ 2,990.00 ConsultaƟon & Support Services VERNPVHAPRIL2022PORT CANAVERAL PWR CONSULTANTS002459 ‐ $ 2,990.0005/27/2022 13020Printed: 6/14/2022 9:01:54AMPage 4 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.596200 $ 144.51 Annual Renewal Fees 3810367SOUTH COAST AQMD001158 ‐ 020.1084.596200 $ 440.15 Annual Renewal Fees 3956572020.1084.596200 $ 149.72 Emissions Fees 3958844$ 734.3805/25/2022 13021011.1043.520000 $ 2,662.21 Small Tools & Plumbing Hardware~ 052522 011.0014991HOME DEPOT CREDIT SERVICES001552 ‐ 011.1048.520000 $ 1,622.80 Small Tools & Plumbing Hardware~ 052522 011.0014991011.1049.520000 $ 996.11 Small Tools & Plumbing Hardware~ 052522 011.0014991$ 5,281.1205/25/2022 13022011.1026.594200 $ 18,500.01 Brokerage & ConsulƟng Services 1843781ALLIANT INSURANCE SERVICES, IN006890 ‐ $ 18,500.0106/01/2022 13023011.1047.540000 $ 250.53 Uniforms 4120613682CINTAS CORPORATION005490 ‐ $ 250.5306/01/2022 13024056.5610.596710 $ 956,350.00 WCI AucƟon 052622DEUTSCHE BANK TRUST CO.002808 ‐ $ 956,350.0006/01/2022 13025011.1031.596500 $ 22.00 Firearms / TacƟcal Rifle Adv 050222MIGUEL HERNANDEZ JR003999 ‐ $ 22.0006/01/2022 13026011.1031.596500 $ 28.78 Firearms / TacƟcal Rifle Training Adv 051922MACIEL, CYNTHIA006661 ‐ $ 28.7806/01/2022 13027Printed: 6/14/2022 9:01:54AMPage 5 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9100.520000 $ 490.32 Hardware Supplies~ 75780969 055.0002929MCMASTER‐CARR SUPPLY COMPANY001150 ‐ 055.9100.520000 $ 192.69 Hardware Supplies~ 76360752 055.0002929055.9100.520000 $ 113.90 Hardware Supplies~ 76374783 055.0002929055.9100.520000 $ 123.13 Hardware Supplies~ 76751282 055.0002929055.9100.520000 $ 795.99 Hardware Supplies~ 77152588 055.0002929055.9100.520000 $ 196.91 Hardware Supplies~ 77376559 055.0002929055.9100.520000 $ 291.93 Hardware Supplies~ 77385397 055.0002929055.9100.520000 $ 144.57 Hardware Supplies~ 77703732 055.0002929$ 2,349.4406/01/2022 13028011.1031.596500 $ 21.65 Firearms / TacƟcal Rifle Adv 050222RAMOS, JOSE000074 ‐ $ 21.6506/01/2022 13029011.1031.596500 $ 26.91 Firearms / TacƟcal Rifle Adv 050222STEVENSON JR, KENT000318 ‐ $ 26.9106/01/2022 13030011.1031.540000 $ 1,500.00 Reserve Officer SƟpend 01/22 ‐ 05/22 052622VELASQUEZ, RICHARD000403 ‐ $ 1,500.0006/01/2022 13031056.5600.520000 $ 958.87 Paving Materials~ 73236567 056.0000658VULCAN MATERIALS CO001695 ‐ 020.1084.520000 $ 346.57 Paving Materials~ 73263497 011.0014912020.1084.520000 $ 452.42 Paving Materials~ 73288884 011.0014912$ 1,757.8606/01/2022 13032056.5600.596500 $ 1,408.55 DOT Gas Compliance Workshop 051822CLAUDIA ARELLANO001370 ‐ $ 1,408.5506/02/2022 13033011.1026.594200 $ 6,303.75 TPA Fees 06/22 IVC28322ATHENS INSURANCE SERVICES, INC004303 ‐ $ 6,303.7506/02/2022 13034011.1004.596200 $ 3,140.28 Pension, OPEB & Bond Debt Modeling 20223596GOVINVEST, INC006441 ‐ 011.121000 $ 29,159.72 Pension, OPEB & Bond Debt Modeling 20223596$ 32,300.0006/02/2022 13035Printed: 6/14/2022 9:01:54AMPage 6 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.596200 $ 44,730.60 Env Compliance Support Services D3404500021JACOBS ENGINEERING GROUP, INC006886 ‐ $ 44,730.6006/02/2022 13036011.1021.596200 $ 8,100.00 Professional Services~ JUN22JEMMOTT ROLLINS GROUP, INC005108 ‐ $ 8,100.0006/02/2022 13037011.1060.520000 $ 77.22 Reimb. Meals Annual Electric Waste 052422VERONICA PETROSYAN006746 ‐ $ 77.2206/02/2022 13038011.9019.590110 $ 9,952.29 1 Tenable.sc ‐ SubscripƟon~ B15277142 011.0015243SHI INTERNATIONAL CORP005925 ‐ 011.9019.590110 $ 0.01 2 Tenable.sc ‐ SubscripƟon license ‐ 1 B15277142 011.0015243011.9019.590110 $ 0.01 3 Tenable.sc Agents On Premise for B15277142011.0015243$ 9,952.3106/02/2022 13039011.1001.520000 $ 79.00 Business Cards ‐ LeƟcia Lopez 27448 011.0015244SILVA'S PRINTING NETWORK003775 ‐ 011.1001.520000 $ 79.00 Business Cards ‐ Crystal Larios 27448 011.0015244011.1002.520000 $ 79.00 Business Cards ‐ Carlos R. Fandino, Jr. 27448 011.0015244011.1002.520000 $ 79.00 Business Cards ‐ BriƩany Rodriguez 27448 011.0015244011.9019.520000 $ 79.00 Business Cards ‐ Dominick De Alba 27448 011.0015244011.1001.520000 $ 16.20 Sales Tax 10.25 27448011.1002.520000 $ 16.20 Sales Tax 10.25 27448011.9019.520000 $ 8.09 Sales Tax 10.25 27448$ 435.4906/02/2022 13040055.8100.596200 $ 266.76 Portable Restroom Service~ 11413085487CALIFORNIA, INC. UNITED SITE S003601 ‐ $ 266.7606/02/2022 13041055.8000.590000 $ 90.00 Oil Samples 5900345985WEIDMANN ELECTRICAL TECHNOLOGY002075 ‐ $ 90.0006/02/2022 13042Printed: 6/14/2022 9:01:54AMPage 7 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500150 $ 1,677.87 RecalculaƟon Charges 02/22 202205313155415147CALIFORNIA ISO002412 ‐ 055.9200.500170 $ 1,168.99 RecalculaƟon Charges 02/22 202205313155415147055.9200.500190 $ ‐800.14 RecalculaƟon Charges 02/22 202205313155415147055.9200.500150 $ 1,143,350.57 IniƟal Charges 05/22 202205313155415147055.9200.500170 $ 8,133.39 IniƟal Charges 05/22 202205313155415147055.9200.500190 $ 17,938.93 IniƟal Charges 05/22 202205313155415147055.9200.500210 $ 7,628.68 IniƟal Charges 05/22 202205313155415147055.9200.500150 $ 44.01 IniƟal Charges 05/22 202205313155415166$ 1,179,142.3006/03/2022 13044011.1003.550000 $ 260.00 PublicaƟon Services B3589563DAILY JOURNAL CORPORATION000947 ‐ 011.1003.550000 $ 215.00 PublicaƟon Services B3589565$ 475.0006/03/2022 13045011.1031.596500 $ 30.54 Firearms / TacƟcal Rifle Adv 053022FLORES, TERESA006887 ‐ $ 30.5406/03/2022 13046055.9200.596200 $ 90.00 Physical Gas 0522001688006ICE US OTC COMMODITY MARKETS,004500 ‐ 055.9200.596200 $ 1,160.00 OTC Commission Adjustment 0522001688088$ 1,250.0006/03/2022 13047055.9190.590000 $ 2,380.00 Quarterly InspecƟon 02/22 154659556KONECRANES, INC002169 ‐ $ 2,380.0006/03/2022 13048011.9019.590110 $ 930.74 SoŌware Usage Fees 11899264KRONOS INCORPORATED005034 ‐ $ 930.7406/03/2022 13049Printed: 6/14/2022 9:01:54AMPage 8 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.8000.590000 $ 27.51 Small Tools, Plumbing & Building 119867 055.0002903LB JOHNSON HARDWARE CO #1000804 ‐ 055.8400.520000 $ 197.08 Small Tools, Plumbing & Building 120133 055.0002903055.8400.520000 $ 44.74 Small Tools, Plumbing & Building 120317 055.0002903055.8400.590000 $ 15.60 Small Tools, Plumbing & Building 120651 055.0002903055.8200.520000 $ 145.01 Small Tools, Plumbing & Building 120709 055.0002903055.8400.590000 $ 295.62 Small Tools, Plumbing & Building 120852 055.0002903$ 725.5606/03/2022 13050057.1057.500173 $ 4,442.21 Internet Access Services 292259983LEVEL 3 COMMUNICATIONS, LLC003053 ‐ $ 4,442.2106/03/2022 13051011.1049.900000 $ 46,961.35 City Hall North Planter Box 97965MARIPOSA LANDSCAPES, INC006422 ‐ $ 46,961.3506/03/2022 13052011.1003.596200 $ 375.00 Storage Services 581221WILLIAMS DATA MANAGEMENT003584 ‐ 011.1003.596200 $ 1,385.05 Storage Services 581724$ 1,760.0506/03/2022 13053020.1084.596200 $ 880.30 Annual Renewal Fees 3972277SOUTH COAST AQMD001158 ‐ 020.1084.596200 $ 142.59 Emissions Fees 3975055020.1084.596200 $ 143.88 Annual Renewal Fees 3988330020.1084.596200 $ 143.88 Annual Renewal 3988666020.1084.596200 $ 143.88 Annual Renewal 3988667$ 1,454.5305/31/2022 13054011.1003.520000 $ 83.99 Office Supplies 239614701001OFFICE DEPOT002190 ‐ $ 83.9906/01/2022 13055055.9200.560010 $ 556.68 Period: 04/22 050222(2)SO CAL EDISON000059 ‐ $ 556.6806/01/2022 13056056.5600.560000 $ 31.82 Period: 03/15/22 ‐ 04/13/22 041522THE GAS COMPANY001581 ‐ $ 31.8206/01/2022 13057Printed: 6/14/2022 9:01:54AMPage 9 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1049.560000 $ 102.10 Period: 04/14/22 ‐ 05/15/22 051622SO CAL EDISON000059 ‐ $ 102.1006/03/2022 13058011.1049.560000 $ 36.19 Period: 04/12/22 ‐ 05/11/22 051322THE GAS COMPANY001581 ‐ 011.1033.560000 $ 15.16 Period: 04/12/22 ‐ 05/11/22 051322(2)$ 51.3506/03/2022 13059TOTAL ELECTRONIC$ 4,260,599.14Printed: 6/14/2022 9:01:54AMPage 10 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 45.07 Parts, Fluids & Silicone 36430 011.0015197ANAYA SERVICE CENTER006308 ‐ 011.1046.590000 $ 416.00 Labor to Install New Oil Pan 36430 011.0015197011.1046.520000 $ 4.62 Sales Tax 10.25 36430$ 465.6905/26/2022 609235011.9019.560010 $ 2,436.34 Period: 02/20/22 ‐ 03/19/22 032022(2)AT&T001948 ‐ 011.9019.560010 $ 1,994.14 Period: 10/20/21 ‐ 11/19/21 112021(2)$ 4,430.4805/26/2022 609236011.9019.590110 $ 1,962.40 Period: 02/19/22 ‐ 03/18/22 1922319602AT&T001948 ‐ 011.9019.590110 $ 1,962.40 Period: 04/19/22 ‐ 05/18/22 5016589600055.9200.560010 $ 152.00 Period: 02/19/22 ‐ 03/18/22 7126229605$ 4,076.8005/26/2022 609237011.9019.560010 $ 22.82 Period: 03/15/22 ‐ 04/14/22 18060286AT&T001948 ‐ $ 22.8205/26/2022 609238011.9019.520010 $ 235.00 Maintenance & Repair 5350320BEARCOM006054 ‐ $ 235.0005/26/2022 609239011.1024.593200 $ 374.00 Re: Rodriguez, Teresa v. City of 283572BURKE, WILLIAMS & SORENSEN, LL005078 ‐ $ 374.0005/26/2022 609240020.1084.550000 $ 500.00 Water Mural Project 200316CAL MUNICIPAL UTILITIES ASSOC001783 ‐ $ 500.0005/26/2022 609241Printed: 6/14/2022 9:01:54AMPage 11 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 54.37 Belt~ 909654 011.0015192COASTLINE EQUIPMENT005595 ‐ 011.1046.520000 $ 24.82 Freight 909654 011.0015192011.1046.520000 $ 97.27 Fuel Pump~ 909654 011.0015192011.1046.520000 $ 11.92 Sealing Washer~ 909654 011.0015192011.1046.520000 $ 17.24 Kit~ 909654 011.0015192011.1046.520000 $ 26.36 Filter Element~ 909654 011.0015192011.1046.520000 $ 13.30 Sealing Washer~ 909654 011.0015192011.1046.520000 $ 5.96 Sealing Washer~ 909654 011.0015192011.1046.520000 $ 111.51 Kit~ 909654 011.0015192011.1046.590000 $ 96.00 Environmental Fee 909654 011.0015192011.1046.520000 $ 3,011.82 Labor 909654 011.0015192011.1046.590000 $ ‐131.82 Rebate InspecƟon Fee 909654 011.0015192011.1046.520000 $ 37.19 Sales Tax 10.25 909654$ 3,375.9405/26/2022 609242020.1084.900000 $ 517.37 Electrical & Hardware Supplies~ 272275 011.0014875CURRENT WHOLESALE ELECTRIC SUP001336 ‐ 020.1084.900000 $ 1,539.93 Electrical & Hardware Supplies~ 272276 011.0014875020.1084.900000 $ 27.83 Electrical & Hardware Supplies~ 272277 011.0014875020.1084.900000 $ 126.63 Electrical & Hardware Supplies~ 272493 011.0014875020.1084.900000 $ 867.45 Electrical & Hardware Supplies~ 272801 011.0014875020.1084.900000 $ 2,066.80 Electrical & Hardware Supplies~ 272802 011.0014875020.1084.900000 $ 787.65 Electrical & Hardware Supplies~ 272803 011.0014875$ 5,933.6605/26/2022 609243011.1021.596200 $ 100.00 AƩendance SƟpend~ 051822RONIT DAHAN‐EDRY006717 ‐ $ 100.0005/26/2022 609244055.9100.900000 $ 2,000.00 Security Deposit for Gateway Arch 052422LA DEPARTMENT OF WATER & POWER002468 ‐ $ 2,000.0005/26/2022 609245Printed: 6/14/2022 9:01:54AMPage 12 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1060.595200 $ 9,147.48 Former Thermador Site Cleanup 21SM3539DEPT OF TOXIC SUBSTANCES CTRL000620 ‐ $ 9,147.4805/26/2022 609246055.9000.596700 $ 716.00 Pryor + Renewal (May 2022)~ 290335 055.0002958FRED PRYOR SEMINARS & CAREERTR000159 ‐ 011.121000 $ 3,580.00 Pryor + Renewal (May 2022)~ 290335 055.0002958$ 4,296.0005/26/2022 609247011.1041.595200 $ 4,366.77 Building & Safety Plan Review~ 78244INTERWEST CONSULTING GROUP004143 ‐ $ 4,366.7705/26/2022 609248011.1046.520000 $ 296.50 Parts 17729 011.0015195J&H AUTO BODY003122 ‐ 011.1046.520000 $ 153.00 Paint & Material 17729 011.0015195011.1046.590000 $ 207.00 Paint Labor 17729 011.0015195011.1046.590000 $ 299.00 Body Labor 17729 011.0015195011.1046.520000 $ 46.07 Sales Tax 10.25 17729$ 1,001.5705/26/2022 609249011.1026.502031 $ 10.00 Medical Services / V. Malkenhorst 040222JANINE K JENSEN, M.D.006028 ‐ $ 10.0005/26/2022 609250011.1046.520000 $ 1,671.02 Parts~ 9867344 011.0015194KIMBALL MIDWEST004122 ‐ 011.1046.520000 $ 171.28 Sales Tax 10.25 9867344$ 1,842.3005/26/2022 609251011.9019.590110 $ 50.00 SBF Abstract 22ASRE181LA COUNTY ASSESSOR OFFICE001792 ‐ $ 50.0005/26/2022 609252011.1026.502031 $ 3,551.57 RX & Copay Reimbursements 051822BRUCE V MALKENHORST, SR000813 ‐ $ 3,551.5705/26/2022 609253Printed: 6/14/2022 9:01:54AMPage 13 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.9190.520000 $ 4,513.34 Welding Supplies~ 25625437 055.0002931MATHESON TRI‐GAS, INC006520 ‐ 055.9190.520000 $ 448.07 Welding Supplies~ 771037884 055.0002931055.9190.520000 $ 444.97 Welding Supplies~ 771040839 055.0002931$ 5,406.3805/26/2022 609254055.9190.520000 $ 323.03 Welding Supplies~ 25544897 055.0002931MATHESON TRI‐GAS, INC006520 ‐ $ 323.0305/26/2022 609255011.1026.502031 $ 20.00 Medical Services / B. Malkenhorst 032322MEMORIALCARE MEDICAL FOUNDATIO005516 ‐ $ 20.0005/26/2022 609256055.9190.500230 $ 2,385.73 Mobile Office Rental~ 300734414MOBILE MODULAR PORTABLE STORAG007335 ‐ $ 2,385.7305/26/2022 609257011.1060.595200 $ 7,569.00 Emergency Area Cleanup 36202OCEAN BLUE ENVIRONMENTAL SERVI003106 ‐ 011.1060.595200 $ 4,557.54 Emergency Area Cleanup 36222011.1043.596200 $ 5,300.00 Area Cleanup 36591R$ 17,426.5405/26/2022 609258011.1043.900000 $ 5,277.65 Progress Payment# 3 21008RETONYX PAVING COMPANY, INC007254 ‐ $ 5,277.6505/26/2022 609259011.1046.520000 $ 380.00 Trailer Hitch~ 28182 011.0015200PACIFIC COMMERCIAL TRUCK BODY,004111 ‐ 011.1046.590000 $ 190.00 Labor 28182 011.0015200011.1046.520000 $ 38.95 Sales Tax 10.25 28182$ 608.9505/26/2022 609260011.1003.596300 $ 35.45 Mail CollecƟon Mileage~ 051022YONNIE PARKER007298 ‐ $ 35.4505/26/2022 609261011.1003.596300 $ 360.68 ElecƟon Services 223002REGISTRAR‐RECORDER/COUNTY CLK001931 ‐ $ 360.6805/26/2022 609262Printed: 6/14/2022 9:01:54AMPage 14 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.199999 $ 4,171.70 Refund Plan Check Fee B‐2022‐5346 Ref000240607ROSENDO SOLIS007380 ‐ $ 4,171.7005/26/2022 609263011.1026.502031 $ 367.50 Medical Services / V. Malkenhorst 040122SCHEINES DENTAL CORPORATION006671 ‐ $ 367.5005/26/2022 609264011.1024.593200 $ 344.50 Re: Jerry Chavez v. City of Vernon~ 22573STREAM KIM HICKS WRAGE & ALFAR006438 ‐ $ 344.5005/26/2022 609265011.1031.520000 $ 230.50 Remote Grip Switch 2523713SUREFIRE, LLC001371 ‐ $ 230.5005/26/2022 609266055.9000.550000 $ 626.00 4GB Swivel USB Flash Drive SƟck~ 031622 055.0002947T&N PROMOTIONS PLUS006464 ‐ 055.9000.550000 $ 174.00 10" Folding Flyer With Pouch~ 031622 055.0002947055.9000.550000 $ 50.00 AddiƟonal charges for 10" Folding 031622 055.0002947055.9000.550000 $ 63.54 Freight 031622 055.0002947055.9000.550000 $ 82.00 Sales Tax 10.25 031622$ 995.5405/26/2022 609267055.9190.500230 $ 851.95 Hp Evaporator Drain Line Repair Weld 345042TOTAL‐WESTERN, INC007275 ‐ 055.9190.500230 $ 851.95 Hp Steam Drum Piping Replacement 345086055.9190.500230 $ 787.60 LP Steam Drum Piping Replacement 345108$ 2,491.5005/26/2022 609268011.1060.596700 $ 83.68 Expense Reimbursement 052322MARIA VELASQUEZ006942 ‐ $ 83.6805/26/2022 609269011.9019.560010 $ 900.74 Period: 02/11/22 ‐ 03/10/22 9901486251VERIZON WIRELESS001481 ‐ 055.9000.560010 $ 934.34 Period: 02/24/22 ‐ 03/23/22 9902631402$ 1,835.0805/26/2022 609270011.9019.560010 $ 579.31 Period: 02//22 72146168VERIZON BUSINESS SERVICES001481 ‐ 011.9019.560010 $ 576.99 Period: 03//22 72178520$ 1,156.3005/26/2022 609271Printed: 6/14/2022 9:01:54AMPage 15 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE020.1084.900000 $ 265.00 Water Quality TesƟng & ReporƟng W2E1356COVERNONWECK LABORATORIES, INC001628 ‐ $ 265.0005/26/2022 609272011.1043.590000 $ 56,771.00 Urban Forest Management Services 183544WEST COAST ARBORISTS, INC000317 ‐ $ 56,771.0005/26/2022 609273011.9019.590110 $ 2,333.24 Lease Payment~ 3183040XEROX FINANCIAL SERVICES, LLC000743 ‐ $ 2,333.2405/26/2022 609274011.1021.596200 $ 100.00 AƩendance SƟpend~ 051822MICHELLE YBARRA007223 ‐ $ 100.0005/26/2022 609275011.1046.520000 $ 358.02 Fascia Light~ 13507 011.0015190AIRWAVE COMMUNICATIONS ENTERPR004026 ‐ 011.1046.520000 $ 62.50 IgniƟon Delay Module 30 Minutes to 8 13507 011.0015190011.1046.520000 $ 31.25 75 Amp Heavy Duty Relay 13507 011.0015190011.1046.520000 $ 27.35 50A CB HI Amp man SP VLT SFC 13507 011.0015190011.1046.520000 $ 81.25 Misc. loom brackets and wires 13507 011.0015190011.1046.520000 $ 1,339.00 Labor to install all lights 13507 011.0015190011.1046.520000 $ 56.04 Sales Tax 10.00 13507$ 1,955.4106/02/2022 609276011.1049.590000 $ 1,719.14 Janitorial Day Porter Service 01/22 12271544ALLIED UNIVERSAL JANITORIAL SE007276 ‐ 011.1049.590000 $ 4,512.74 Janitorial Day Porter Service 02/22 12311758011.1049.590000 $ 4,512.74 Janitorial Day Porter Service 03/22 12425699011.1049.590000 $ 4,512.74 Janitorial Day Porter Service 04/22 12584169011.1049.590000 $ 10,656.18 Janitorial Services 05/22 12687762011.1049.590000 $ 4,512.74 Janitorial Day Porter Service 05/22 12687763$ 30,426.2806/02/2022 609277011.1031.596500 $ 23.85 Terrorism Awareness 051222ARELLANO, BELINDA005088 ‐ 011.1031.596700 $ 25.00 Terrorism Awareness 051222$ 48.8506/02/2022 609278Printed: 6/14/2022 9:01:54AMPage 16 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.9190.560010 $ 3,484.82 Broadband Services to Bring Account to 8572710701AT&T001948 ‐ $ 3,484.8206/02/2022 609279011.9019.560010 $ 2,020.05 Period: 12/20/21 ‐ 01/19/22 012022(2)AT&T001948 ‐ 011.9019.560010 $ 2,287.84 Period: 01/20/22 ‐ 02/19/22 022022(2)011.9019.560010 $ 2,436.29 Period: 03/20/22 ‐ 04/19/22 042022011.9019.560010 $ 1,994.14 Period: 11/20/21 ‐ 12/19/21 122021(2)$ 8,738.3206/02/2022 609280011.1046.520000 $ 893.81 Vehicle BaƩeries~ 7642926 011.0014856BATTERY SYSTEMS, INC004448 ‐ 011.1046.520000 $ 140.93 Vehicle BaƩeries~ 7661177 011.0014856$ 1,034.7406/02/2022 609281055.9000.596550 $ 92,129.00 Annual Dues FY 2022‐2023 200358CAL MUNICIPAL UTILITIES ASSOC001783 ‐ $ 92,129.0006/02/2022 609282020.1084.900000 $ 7,280.00 Diamond Plate ~ 161889 011.0015219CALTIME METALS, INC006964 ‐ 020.1084.900000 $ 746.20 Sales Tax 10.25 161889$ 8,026.2006/02/2022 609283011.1046.520000 $ 251.11 Auto Parts~ 389694 011.0014859CENTRAL FORD004163 ‐ 011.1046.520000 $ 177.83 Auto Parts~ 389820 011.0014859011.1046.520000 $ ‐141.17 Auto Parts~ 389822 011.0014859$ 287.7706/02/2022 609284011.1004.595200 $ 35,560.00 AudiƟng Services 3197744CLIFTONLARSONALLEN, LLP006972 ‐ $ 35,560.0006/02/2022 609285055.9000.596200 $ 336.00 Professional Services~ 36978LSGDUNCAN WEINBERG GENZER007145 ‐ 055.9000.596200 $ 5,388.00 Professional Services~ 36979LSG056.5600.593200 $ 3,705.00 Professional Services~ 36980LSG$ 9,429.0006/02/2022 609286055.9000.596700 $ 875.00 Professional Services 12758ESCI, INC005967 ‐ $ 875.0006/02/2022 609287Printed: 6/14/2022 9:01:54AMPage 17 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 607.58 Auto Parts~ 109769171 011.0014862FACTORY MOTOR PARTS006696 ‐ 011.1046.520000 $ 2,997.25 Auto Parts~ 124644717 011.0014862$ 3,604.8306/02/2022 609288011.1046.520000 $ 148.52 Motor Mount~ 493095 011.0015201FORD OF MONTEBELLO000997 ‐ 011.1046.520000 $ 15.22 Sales Tax 10.25 493095$ 163.7406/02/2022 609289011.1046.520000 $ 208.26 Auto Parts & Accessories~ 145615 011.0014858GARVEY EQUIPMENT COMPANY000399 ‐ $ 208.2606/02/2022 609290011.1003.596200 $ 500.00 Records RetenƟon Legal Review 4733GLADWELL GOVERNMENTAL SERVICES006077 ‐ $ 500.0006/02/2022 609291011.1046.520000 $ 333.90 Side Brooms~ C80244 011.0015198HAAKER EQUIPMENT COMPANY001346 ‐ 011.1046.520000 $ 255.71 Main Broom~ C80244 011.0015198011.1046.520000 $ 79.00 Freight C80244 011.0015198011.1046.520000 $ 56.01 Sales Tax 9.5% C80244$ 724.6206/02/2022 609292020.1084.900000 $ 71.00 Tubing~ 1Y9803 011.0015216HARRINGTON INDUSTRIAL PLASTICS002887 ‐ 020.1084.900000 $ 38.15 Freight 1Y9803 011.0015216020.1084.900000 $ 7.28 Sales Tax 10.25 1Y9803020.1084.900000 $ 3,047.60 Metering Pump~ 1Z0104 011.0015216020.1084.500140 $ 312.39 Sales Tax 10.25 1Z0104$ 3,476.4206/02/2022 609293011.1021.797000 $ 4,000.00 VCF Scholarship Grant Award 052622ALEJANDRO HERNANDEZ007383 ‐ $ 4,000.0006/02/2022 609294011.1026.502030 $ 75.00 ParƟcipaƟon Fee 262843IGOE & COMPANY, INC000686 ‐ $ 75.0006/02/2022 609295Printed: 6/14/2022 9:01:54AMPage 18 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 1,431.18 Parts 17747 011.0015196J&H AUTO BODY003122 ‐ 011.1046.520000 $ 489.60 Paint & Material 17747 011.0015196011.1046.590000 $ 280.00 Frame 17747 011.0015196011.1046.590000 $ 633.60 Paint Labor 17747 011.0015196011.1046.590000 $ 1,342.00 Body Labor 17747 011.0015196011.1046.520000 $ 196.88 Sales Tax 10.25 17747$ 4,373.2606/02/2022 609296011.1021.797000 $ 4,000.00 VCF Scholarship Grant Award 052622LUCIA LANGANEY007386 ‐ $ 4,000.0006/02/2022 609297011.1046.520000 $ 220.75 Tires, Accessories & Repairs~ 5579 011.0014863LOPEZ & LOPEZ TIRE SERVICE003908 ‐ 011.1046.590000 $ 85.00 Labor 5579 011.0014863011.1046.520000 $ 193.37 Tires, Accessories & Repairs~ 5645 011.0014863$ 499.1206/02/2022 609298011.1046.520000 $ 96.43 Auto Parts & Accessories~ 137126 011.0014864NAPA AUTO PARTS000309 ‐ 011.1046.520000 $ 240.82 Auto Parts & Accessories~ 137775 011.0014864011.1046.520000 $ 32.42 Auto Parts & Accessories~ 137830 011.0014864011.1046.520000 $ 49.60 Auto Parts & Accessories~ 137879 011.0014864011.1046.520000 $ 39.77 Auto Parts & Accessories~ 137986 011.0014864011.1046.520000 $ 17.87 Auto Parts & Accessories~ 138076 011.0014864011.1046.520000 $ 10.48 Auto Parts & Accessories~ 138485 011.0014864011.1046.520000 $ 107.03 Auto Parts & Accessories~ 139060 011.0014864011.1046.520000 $ ‐144.57 Auto Parts & Accessories~ 139064 011.0014864011.1046.520000 $ 228.68 Auto Parts & Accessories~ 139237 011.0014864011.1046.520000 $ 527.22 Auto Parts & Accessories~ 139418 011.0014864011.1046.520000 $ 345.12 Auto Parts & Accessories~ 140027 011.0014864011.1046.520000 $ 67.36 Auto Parts & Accessories~ 140287 011.0014864$ 1,618.2306/02/2022 609299011.9019.590110 $ 2,423.42 Mobility Premium SoŌware Maintenance~ I0063837 011.0015242NET MOTION WIRELESS, INC.001421 ‐ $ 2,423.4206/02/2022 609300Printed: 6/14/2022 9:01:54AMPage 19 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 125.00 Materials 3979 011.0015202NICK ALEXANDER RESTORATION000610 ‐ 011.1046.590000 $ 260.00 Labor 3979 011.0015202011.1046.520000 $ 12.82 Sales Tax 10.25 3979$ 397.8206/02/2022 609301011.1046.520000 $ 148.40 Auto Parts & Accessories~ 3049402531 011.0014860O'REILLY AUTO PARTS005934 ‐ 011.1046.520000 $ 24.71 Auto Parts & Accessories~ 3049402616 011.0014860011.1046.520000 $ 170.47 Auto Parts & Accessories~ 3049402797 011.0014860011.1046.520000 $ 130.87 Auto Parts & Accessories~ 3049402950 011.0014860011.1046.520000 $ 129.98 Auto Parts & Accessories~ 3049402976 011.0014860011.1046.520000 $ 308.13 Auto Parts & Accessories~ 3049403726 011.0014860011.1046.520000 $ 56.84 Auto Parts & Accessories~ 3049403853 011.0014860011.1046.520000 $ ‐43.80 Auto Parts & Accessories~ 3049403876 011.0014860011.1046.520000 $ 88.18 Auto Parts & Accessories~ 3049405170 011.0014860011.1046.520000 $ 82.64 Auto Parts & Accessories~ 3049405311 011.0014860011.1046.520000 $ 153.14 Auto Parts & Accessories~ 3049405344 011.0014860$ 1,249.5606/02/2022 609302011.1046.520000 $ 985.00 Rear Step Bumper & Hitch Install~ 28207 011.0015205PACIFIC COMMERCIAL TRUCK BODY,004111 ‐ 011.1046.520000 $ 100.96 Sales Tax 10.25 28207$ 1,085.9606/02/2022 609303056.5600.590000 $ 1,232.86 Inventory~ S3794780001 056.0000665SMARDAN SUPPLY CO004229 ‐ 056.5600.590000 $ 126.37 Sales Tax 10.25 S3794780001$ 1,359.2306/02/2022 609304011.1021.797000 $ 4,000.00 VCF Scholarship Grant Award 052622JAMILEX SOTO007385 ‐ $ 4,000.0006/02/2022 609305011.1031.596500 $ 23.85 Terrorism Awareness 051222SWINFORD, PHILLIP001616 ‐ 011.1031.596700 $ 25.00 Terrorism Awareness 051222$ 48.8506/02/2022 609306Printed: 6/14/2022 9:01:54AMPage 20 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1048.590000 $ 85.00 Pest Control 05/28~ 420663459TERMINIX COMMERCIAL006985 ‐ 011.1049.590000 $ 69.00 Pest Control 05/22~ 420663620011.1049.590000 $ 69.00 Pest Control 05/22~ 420663795011.1049.590000 $ 84.00 Pest Control 05/22~ 420663986011.1048.590000 $ 69.00 Pest Control 05/22~ 420664113011.1048.590000 $ 80.00 Pest Control 02/22~ 420664355011.1048.590000 $ 69.00 Pest Control 02/22~ 420664467$ 525.0006/02/2022 609307056.5600.596200 $ 4,800.00 Training Services 1581TYNER CONSULTING SERVICES, INC006619 ‐ $ 4,800.0006/02/2022 609308055.8300.596200 $ 171.70 New Ticket Charges 320220784UNDERGROUND SERVICE ALERT000449 ‐ 020.1084.596200 $ 137.05 New Ticket Charges 420220785$ 308.7506/02/2022 609309011.1046.520000 $ 1,059.00 Hydraulic Breaker ~ 206864807001 011.0015246UNITED RENTALS (NORTH AMERICA)000883 ‐ 011.1046.520000 $ 73.14 Chisel Narrow Standard ~ 206864807001 011.0015246011.1046.520000 $ 95.88 Chisel Standard ~ 206864807001 011.0015246011.1046.520000 $ 125.88 Sales Tax 10.25 206864807001$ 1,353.9006/02/2022 609310011.1021.797000 $ 4,000.00 VCF Scholarship Grant Award 052622ARLO VEGA007384 ‐ $ 4,000.0006/02/2022 609311011.1021.797000 $ 4,000.00 VCF Scholarship Grant Award 052622PRISCILA VILLEGAS007387 ‐ $ 4,000.0006/02/2022 609312Printed: 6/14/2022 9:01:54AMPage 21 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 232.96 Gloves~ 119265601 011.0015203W.I.S.E., INC000404 ‐ 011.1046.520000 $ 232.96 Gloves~ 119265601 011.0015203011.1046.520000 $ 44.26 Sales Tax 9.5% 119265601011.1046.520000 $ 339.06 Inventory~ 119265602 011.0015203011.1046.520000 $ 32.21 Sales Tax 9.5% 119265602$ 881.4506/02/2022 609313020.1084.900000 $ 1,731.63 Electrical Parts ~ S120367063001 055.0002900WALTERS WHOLESALE ELECTRIC, CO002886 ‐ 020.1084.900000 $ 1,163.64 Electrical Parts ~ S120643074001 055.0002900$ 2,895.2706/02/2022 609314011.1060.520000 $ 1,175.00 Sensor~ 34045700 011.0015213WILMINGTON INSTRUMENT COMPANY,003177 ‐ 011.1060.520000 $ 26.00 Filter~ 34045700 011.0015213011.1060.520000 $ 275.00 CalibraƟon Cylinder~ 34045700 011.0015213011.1060.520000 $ 50.00 Freight 34045700 011.0015213011.1060.520000 $ 151.29 Sales Tax 10.25 34045700$ 1,677.2906/02/2022 609315TOTAL EARLY CHECKS$ 395,015.40Printed: 6/14/2022 9:01:54AMPage 22 of 23
CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 89JUNE 21, 2022RECAP BY FUNDFUNDELECTRONIC TOTALEARLY CHECK TOTALWARRANT TOTALGRAND TOTALS$ 210,136.66$ 456,265.19$0.00$ 246,128.53011 ‐ GENERAL41,589.9862,823.580.0021,233.60020 ‐ WATER3,042,437.383,160,226.420.00117,789.04055 ‐ LIGHT & POWER961,992.91971,857.140.009,864.23056 ‐ NATURAL GAS4,442.214,442.210.000.00057 ‐ FIBER OPTICGRAND TOTAL$4,655,614.54$0.00$395,015.40$4,260,599.14TOTAL CHECKS TO BE PRINTED 0Printed: 6/14/2022 9:01:54AMPage 23 of 23
City Council Agenda Item Report
Submitted by: Efren Peregrina
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022
SUBJECT
City Payroll Warrant Register
Recommendation:
Approve City Payroll Warrant Register No. 792, for the period of May 1 through May 31, 2022,
totaling $2,697,080.42 and consisting of ratification of direct deposits, checks and taxes
totaling $1,789,996.02 and ratification of checks and electronic fund transfers (EFT) for payroll
related disbursements totaling $907,084.40 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. 792
covering claims and demands presented during the period of May 1 through May 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. 792, totals $2,697,080.42.
The Finance Department has determined that sufficient funds to pay such claims/demands,
are available in the respective accounts referenced on City Payroll Warrant Register No. 792.
Attachments:
1. City Payroll Account Warrant Register No. 792
Raquel Franco | 6/14/2022 8:41 AMPAYROLL WARRANT REGISTERCity of VernonNo.792Month ofMay 2022I hereby Certify: that claims or demands covered by the This is to certify that the claims or demandsabove listed warrants have been audited as to accuracycovered by the above listed warrants have beenand availability of funds for payments thereof; and thataudited by the City Council of the City of Vernonsaid claims or demands are accurate and that funds areand that all of said warrants are approved for pay-available for payments thereof.mentsScott A. WilliamsDATEDirector of Finance / City TreasurerDATEDate:Page 1 of 1Payroll Warrant Register Memo 2022 : Warrant6/14/2022
Payrolls reported for the month of May
04/10/2022 - 04/23/2022, Paydate 05/05/2022
04/21/2022 - 04/21/2022, Paydate 05/05/2022
04/24/2022 - 05/07/2022, Paydate 05/19/2022
Payment
Method Date Payment Description Amount
ACH 05/05/22 Net payroll, checks 9,722.91$
ACH 05/05/22 Net payroll, direct deposits 667,805.78
ACH 05/05/22 Payroll taxes 177,400.23
ACH 05/05/22 Net payroll, direct deposits 47,172.23
ACH 05/05/22 Payroll taxes 21,387.74
ACH 05/19/22 Net payroll, checks 7,316.53
ACH 05/19/22 Net payroll, direct deposits 676,329.07
ACH 05/19/22 Payroll taxes 182,861.53
Total net payroll and payroll taxes 1,789,996.02
12972 05/05/22 ICMARC 31,130.40
12971 05/05/22 IBEW Dues 2,632.41
12970 05/05/22 Vernon Police Officers' Benefit Association 1,861.16
12975 05/10/22 CalPERS 204,404.05
12976 05/10/22 California State Disbursement Unit 41.53
12984 05/13/22 Blue Shield of California 361,367.03
12985 05/13/22 Metlife - Group Benefits 28,806.04
12986 05/16/22 MES Vision 4,022.27
12987 05/17/22 AFLAC 12,266.85
12988 05/16/22 Mutual of Omaha 13,617.34
12989 05/17/22 Colonial 6,441.26
12979 05/19/22 ICMARC 30,146.17
12978 05/20/22 Teamsters Local 911 2,358.00
12977 05/20/22 Vernon Police Officers' Benefit Association 1,861.16
12982 05/25/22 CalPERS 206,087.20
12983 05/20/22 California State Disbursement Unit 41.53
Payroll related disbursements, paid through
Operating bank account 907,084.40
Total net payroll, taxes, and related disbursements 2,697,080.42$
Page 1 of 1
City Council Agenda Item Report
Submitted by: Nicholas Perez
Submitting Department: Police Department
Meeting Date: June 21, 2022
SUBJECT
Military Equipment Use Policy
Recommendation:
A. Conduct second reading and adopt Ordinance No. 1282 adding Chapter 9.06 to Title 9
Public Peace and Welfare to the Vernon Municipal Code governing the use of military
equipment; and
B. Adopt Vernon Police Department's Military Equipment Use Policy.
Background:
At the June 7, 2022 Regular City Council Meeting, the Vernon City Council introduced and
conducted first reading of Ordinance No. 1282 which adds Chapter 9.06 to title 9 Public Peace
and Welfare to the Vernon Municipal Code governing the use of military equipment. The
ordinance summary was posted on the City's website on June 7, 2022, and will be published
pursuant to legal requirements. Staff requests the City Council conduct second reading and
adopt Ordinance No. 1282.
Additionally, staff requests adoption of the related Military Equipment Use Policy (Policy),
which was presented to the City Council at its regular City Council meeting on April 19, 2022
and posted on the Police Department’s webpage of the City's website on April 4, 2022.
Fiscal Impact:
The ordinance summary will be published pursuant to legal requirements. Adequate funds are
available in the Publication/Advertisement Account No. 011.1003.550000.
Attachments:
1. Ordinance No. 1282
2. VPD's Military Equipment Use Policy
3. Assembly Bill No. 481
4. Proof of Publication
ORDINANCE NO. 1282
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON
ADDING CHAPTER 9.06 TO TITLE 9 PUBLIC PEACE AND WELFARE
TO THE VERNON MUNICIPAL CODE GOVERNING THE USE OF THE
MILITARY EQUIPMENT
SECTION 1. Recitals.
A.On September 30, 2021, Governor Gavin Newsom signed into law Assembly
Bill 481 (AB 481), adding Chapter 12.8, “Funding, Acquisition and Use of
Military Equipment”, to Division 7 of Title 1 of the Government Code (sections
7070 – 7075), relating to the use of military equipment by California law
enforcement agencies.
B.AB 481 seeks to provide transparency, oversight, and an opportunity for
meaningful public input on decisions regarding whether and how military
equipment is funded, acquired, or used.
C.The Vernon Police Department is in possession of certain items of equipment
that qualify as “military equipment” under AB 481 and further intends to acquire
other items of military equipment.
D. AB 481 requires, inter alia, that a law enforcement agency possessing and
using such qualifying equipment must prepare a publicly released, written,
military equipment use policy document covering the inventory, description,
quantity, purpose, capabilities, use, lifespan, acquisition, maintenance,
authorized use, fiscal impacts, procedures, training, oversight, and complaint
process, applicable to the Department’s use of such equipment.
E.The proposed Military Equipment Use Policy (Policy) will safeguard the public’s
health, welfare, safety, civil rights, and civil liberties.
F.The Policy must be approved by the City Council by ordinance and reviewed at
least annually thereafter.
G.The military equipment inventoried and presented to the City Council is
necessary because there is no reasonable alternative that can achieve the
same objective of officer and civilian safety.
H.The equipment is reasonably cost effective compared to available alternatives
that can achieve the same objective of officer and civilian safety.
I. Prior military equipment use complied with the applicable equipment use policy
(which included equipment now defined as military equipment) that was in effect
at the time, or if prior uses did not comply with the accompanying military
equipment use policy, corrective action has been taken to remedy
nonconforming uses and ensure future compliance.
Ordinance No. 1282
Page 2 of 3
_______________________
J.The Vernon Police Department has submitted the proposed Policy to the City
Council and thereafter has made those documents available on the Police
Department’s website for at least 30 days prior to the public hearing concerning
the military equipment at issue.
K.The Policy satisfies the requirements of Government Code Section 7070(d).
L.The City Council of the City of the City of Vernon, having received the
information required under AB 481 regarding the Vernon Police Department’s
use of military equipment as defined in said law, deems it to be in the best
interest of the City to and hereby does approve the Military Equipment Use
Policy.
M. All legal prerequisites prior to the adoption of this Ordinance have occurred.
THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:
SECTION 2. The City Council of the City of Vernon herby finds and determines
that the above recitals are true and correct and are a substantial part of this ordinance.
SECTION 3. Compliance with CEQA. Adoption of this Ordinance is exempt
from the California Environmental Quality Act (CEQA) pursuant to Section 15061
(b)(3) (General Rule) of the CEQA Guidelines because it is not a project and because
it can be seen with certainty that there is no possibility that the passage of this
Ordinance will have a significant effect on the environment.
SECTION 4. Chapter 9.06 to Title 9 Public Peace and Welfare is hereby added
to the Vernon Municipal Code to read as follows:
Chapter 9.06 Military Equipment Use Policy.
(a)The Military Equipment Use Policy shall govern the use of military equipment
by the Vernon Police Department.
(b) The Policy shall be made publicly available on the Police Department’s website
for as long as the military equipment is available for use or as otherwise
ordained by the City Council.
(c) The Police Department shall submit an annual military equipment report to the
City Council containing the information required by Government Code Section
7072 and the City Council shall thereafter determine whether each type of
military equipment identified therein complied with the standards for approval
set forth in Government Code Section 7071(d).
(d) The City Council shall, on an annual basis and at a regular meeting thereof,
review this policy and vote on whether to renew it pursuant to Government Code
Section 7071(e)(2).
(e)The definitions set forth in Government Code Section 7070 shall apply to this
Chapter. Any provision of state law referred to herein shall mean and include
any amended or successor provision thereof.
Ordinance No. 1282
Page 3 of 3
_______________________
SECTION 5. 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 6. 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 7. The City Clerk shall certify the adoption and publish this ordinance
as required by law.
SECTION 8. This ordinance shall become effective after the thirtieth day
following its adoption.
APPROVED AND ADOPTED this 21st day of June, 2022.
_____________________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________
ZAYNAH N. MOUSSA,
Interim City Attorney
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Military Equipment
707.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidelines for the approval, acquisition, and reporting
requirements of military equipment (Government Code § 7070; Government Code § 7071;
Government Code § 7072).
707.1.1 DEFINITIONS
Definitions related to this policy include (Government Code § 7070):
Exigent Circumstance – a good faith belief by the Police Chief or designee that an emergency
involving the danger or imminent threat of death or serious physical injury to any person is
occurring, has occurred, or is about to occur.
Governing body – The elected or appointed body that oversees the Police Department.
Military equipment – Includes but is not limited to the following:
•Unmanned, remotely piloted, powered aerial or ground vehicles.
•Mine-resistant ambush-protected (MRAP) vehicles or armored personnel carriers.
•High mobility multipurpose wheeled vehicles (HMMWV), two-and-one-half-ton trucks,
five-tontrucks,or wheeled vehicles that havea breachingorentryapparatusattached.
•Tracked armored vehicles that provide ballistic protection to their occupants.
•Command and control vehicles that are either built or modified to facilitate the
operational control and direction of public safety units.
•Weaponized aircraft, vessels, or vehicles of any kind.
•Battering rams, slugs, and breaching apparatuses that are explosive in nature. This
does not include a handheld, one-person ram.
•Firearmsandammunitionof .50caliberorgreater,excluding standard-issueshotguns
and standard-issue shotgun ammunition.
•Specialized firearms and ammunition of less than .50 caliber including firearms and
accessories identified as assault weapons in Penal Code § 30510 and Penal Code §
30515, with the exception of standard-issue handguns.
•Any firearm or firearm accessory that is designed to launch explosive projectiles.
•Noise-flash diversionary devices and explosive breaching tools.
•Munitions containing tear gas or OC, excluding standard, service-issued handheld
pepper spray.
•TASER® Shockwave, microwave weapons, water cannons, and long-range acoustic
devices (LRADs).
•Kinetic energy weapons and munitions.
•Any other equipment as determined by a governing body or a state agency to require
additional oversight.
Policy
707
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707.2 POLICY
It is the policy of the Vernon Police Department (Department) that members of this Department
comply with the provisions of Government Code § 7071 with respect to military equipment.
707.3 MILITARY EQUIPMENT COORDINATOR
The Chief of Police should designate a member ofthis Department to act asthe military
equipment coordinator.Theresponsibilitiesofthemilitaryequipmentcoordinatorincludebutare
notlimitedto:
(a)Acting as liaison to the governing body for matters related to the requirements of this
policy.
(b)Identifying department equipment that qualifies as military equipment in the current
possession of the Department, or the equipment the Department intends to acquire
that requires approval by the governing body.
(c)Conducting an inventory of all military equipment at least annually.
(d)Collaborating with any allied agency that may use military equipment within the
jurisdiction of Vernon Police Department (Government Code § 7071).
(e)Preparing for, scheduling, and coordinating the annual community engagement
meeting to include:
1.Publicizing the details of the meeting.
2.Preparing for public questions regarding the Department’s funding,
acquisition, and use of equipment.
(f)Preparing the annual military equipment report for submission to the Chief of Police
andensuringthatthereportismadeavailableontheDepartmentwebsite(Government
Code § 7072).
(g)Establishing the procedure for a person to register a complaint or concern, or how that
person may submit a question about the use of a type of military equipment, and how
the Department will respond in a timely manner.
707.4 MILITARY EQUIPMENT INVENTORY
The following constitutes a list of qualifying equipment for the Department:
Mobile Incident Command Vehicle (MIC):Area E Command Post (custom built Class A)
vehicle. A vehicle used as a mobile office to provide a centralized shelter, access to Department
computer systems, and restroom facilities during extended events.
•Purpose: To be used based on the specific circumstances of a given critical incident,
large event, natural disaster, or community event that is taking place.
•Authorized Use: Only officers trained in the deployment and operations of the MIC are
authorized to operate it. Situations in which the MIC is authorized for use would include
but not be limited to critical incidents, emergencies, and natural disasters.
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40 mm Launchers and Rounds:40 mm Launchers are utilized by Department personnel as
a less lethal tool to launch impact rounds or to deploy chemical agents.
•40 mm Single Shot Launcher, is a tactical single shot launcher which will launch a 40
mm less lethal round or deliver chemical agents.
•40 mm Exact Impact Sponge, is a less lethal 40 mm lightweight plastic and foam
projectile fired from a 40 mm launcher.
•40 mm Direct Impact OC is a is a less lethal 40 mm lightweight plastic and crushable
foam projectile fired from a single 40 mm launcher. It delivers OC irritant upon impact.
•40 mm Direct Impact Marking Round is a less lethal 40 mm lightweight plastic and
crushable foam projectile fired from a single 40 mm launcher. It delivers a marking
agent upon impact.
•Purpose: To limit the escalation of conflict where employment of lethal force is
prohibited or undesirable. Situations for use of the less lethal weapon systems may
include, but are not limited to:
o Self-destructive, dangerous and/or combative individuals
o Riot control and civil unrest incidents
o Potentially vicious animals
o Training exercises or approved demonstrations.
•Authorized Use: Only assigned operators who have completed the required POST
training shall be permitted to deploy the 40mm or the chemical agents.
Less Lethal Shotgun:The less lethal shotgun is a 12-gauge shotgun that has been designated
by an orange stock to be used to deploy the less lethal 12-gauge drag stabilized bean bag round.
•Purpose: To limit the escalation of conflict where employment of lethal force is
prohibited or undesirable. Situations for use of the less lethal weapon systems may
include, but are not limited to:
o Self-destructive, dangerous and/or combative individuals.
o Riot/crowd control and civil unrest incidents.
o Circumstances where a tactical advantage can be obtained.
o Potentially vicious animals.
o Training exercises or approved demonstrations.
•Authorized Use: All officers are trained in the 12 gauge less lethal shotgun as a less
lethal option by in-service training.
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Specialized Firearms and Ammunition:
•Patrol Rifle: A rifle that fires a 5.56 mm or .223 caliber cartridge. The Vernon Police
Department utilizes an approximate 11.5-inch barrel. The 11.5-inch short-barreled
rifle allows a trained officer better control inside of structures, which allows the
officer to have greater accuracy than a handgun.
•9 mm Pistol Caliber Carbine (PCC): A 9 mm PCC is primarily used for training.
•.223 Caliber/5.56MM rifle rounds, 9 mm Luger, .40 Smith and Wesson, .45
Automatic, .357 Magnum, and .38 Special, handgun rounds: The Vernon Police
Department utilizes only new, commercially produced ammunition. Full Metal Jacket
bullets are used specifically for range practice which also reduces fouling in the
firearm. Duty ammunition is a specially designed hollow-point tip to have controlled
expansion to limit over penetration.
•Patrol Rifle Suppressors: A patrol rifle suppressor is designed to reduce the decibel
level of the rifle to protect the hearing of the user and anyone near the use of the rifle.
•Purpose: To be used as precision weapons to address a threat with more precision
and/or greater distances than a handgun, if present and feasible.
•Authorized Use: Only members that are Department certified are authorized to use a
patrol rifle. Prior to using a patrol rifle, officers must be certified by Department range
instructors in the operation of the firearm. Additionally, all members that operate any
patrol rifle are required to pass a range qualification quarterly. Officers will only use
departmental approved duty ammunition.
PepperBall Launcher: A device that discharges irritant projectiles.
•PepperBall Launcher: The PepperBall Launcher is a compressed-air powered launcher
designed to fire less lethal PepperBall projectiles. The PepperBall Launcher is a hopper
fed device.
•PepperBall Projectile. The PepperBall projectile contains a concentrated amount of
PAVA pepper powder, and is designed for direct impact and area saturation,
especially in confined, interior spaces.
•Purpose: To limit the escalation of conflict where deployment of lethal force is
prohibited or undesirable. Situations for the use of the less lethal weapon systems
may include but are not limited to:
o Self-destructive, dangerous, and/or combative individuals.
o Riot/crowd control and civil unrest incidents.
o Circumstances where a tactical advantage can be obtained.
o Potentially vicious animals.
o Training exercises or approved demonstrations.
•Authorized Use: Only those officers who have been trained in the use of PepperBall
launchers are authorized to use the PepperBall launchers.
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707.5 APPROVAL
The Chief of Police or the authorized designee shall obtain approval from the governing body by
way of an ordinance adopting the military equipment policy. As part of the approval process, the
Chief of Police or the authorized designee shall ensure the proposed military equipment policy is
submitted to the governing body and is available on the Department website at least 30 days prior
to any public hearing concerning the military equipment at issue (Government Code § 7071). The
military equipment policy must be approved by the governing body prior to engaging in any of the
following (Government Code § 7071):
(a)Requesting military equipment made available pursuant to 10 USC § 2576a.
(b)Seeking funds for military equipment, including but not limited to applying for a grant,
soliciting or accepting private, local, state, or federal funds, in-kind donations, or other
donations or transfers.
(c)Acquiringmilitary equipmenteither permanentlyortemporarily, includingby borrowing
or leasing.
(d)Collaborating with another law enforcement agency in the deployment or other use of
military equipment within the jurisdiction of this department.
(e)Usinganyneworexistingmilitaryequipmentfor apurpose,inamanner,orbyaperson
not previously approved by the governing body.
(f)Solicitingor respondingto a proposalfor, or entering into an agreementwith, any other
person or entity to seek funds for, apply to receive, acquire, use, or collaborate in the
use of military equipment.
(g)Acquiring military equipment through any means not provided above.
707.6 USE IN EXIGENT CIRCUMSTANCES
In exigent circumstances and with the approval of the Chief of Police or his/her designee, the
Department may acquire, borrow and/or use Military Equipment that is not included in the Military
Equipment Use Policy.
If the Police Department acquires, borrows, and/or uses Military Equipment in an Exigent
Circumstance, in accordance with this section, it must take all of the following actions:
•Provide written notice of that acquisition or use to the City Council within 30 days
following the commencement of such Exigent Circumstance, unless such information
is confidential or privileged under local, state or federal law.
•If it is anticipated that the use will continue beyond the Exigent Circumstance, submit
a proposed amended Military Equipment Use Policy to the City Council within 90
days following the borrowing, acquisition and/or use, and receive approval, as
applicable, from the City Council.
•Include the Military Equipment in the Department’s next annual Military Equipment
Report.
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707.7 COORDINATION WITH OTHER JURISDICTIONS
Military equipment should not be used by any other law enforcement agency or member in this
jurisdiction unless the military equipment is approved for use in accordance with this policy.
Military equipment deployed or used by other jurisdictions that are providing mutual aid to this
jurisdiction shall comply with their respective military equipment use policies when rendering
assistance. Situations may arise where Vernon Police Department may deploy or use military
equipment owned by other law enforcement agencies.
If the Department is in another jurisdiction under mutual aid or operational collaboration
circumstances, Department members are required to adhere to the City of Vernon’s Military
Equipment Use Policy and all applicable Department policies and procedures, regardless of
operational jurisdiction.
707.8 ANNUAL REPORT
Uponapprovalof amilitaryequipmentpolicy, theChiefofPoliceorthe authorizeddesignee should
submit a military equipment report to the governing body for each type of military equipment
approvedwithin one year of approval, and annually thereafterfor as long as the military equipment
is available for use (Government Code § 7072).
The Chief of Police or the authorized designee should also make each annual military equipment
report publicly available on the department website for as long as the military equipment is
available for use. The report shall include all information required by Government Code § 7072
for the preceding calendar year for each type of military equipment in department inventory.
707.9 COMMUNITY ENGAGEMENT
Within 30 days of submitting and publicly releasing the annual report, the Department shall hold
at least one well-publicized and conveniently located community engagement meeting, at which
the Department should discuss the report and respond to public questions regarding the funding,
acquisition, or use of military equipment.
707.10 COMPLIANCE PROCEDURE
The Administration Lieutenant will ensure that all Department members comply with this policy.
The Administrative Lieutenant will conduct an annual audit with the assistance of the
Department’s Training Division. The Chief of Police or designee will be notified of any policy
violations, and, if needed, the violation(s) will be referred to the Professional Standards Bureau
and handled in accordance withVPDPolicy 1009 (Personnel Complaints).
Any member of the public can register a complaint, question, or concern regarding military
use equipment by contacting the Vernon Police Department's Administration via email at
PDadmin@covpd.org.A response to the complaint, question, or concern shall be completed
by the Department in a timely manner.
Assembly Bill No. 481
CHAPTER 406
An act to add Chapter 12.8 (commencing with Section 7070) to Division
7 of Title 1 of the Government Code, relating to military equipment.
[Approved by Governor September 30, 2021. Filed with
Secretary of State September 30, 2021.]
legislative counsel’s digest
AB 481, Chiu. Law enforcement and state agencies: military equipment:
funding, acquisition, and use.
Existing law designates the Department of General Services as the agency
for the State of California responsible for distribution of federal surplus
personal property, excepting food commodities, and requires the department
to, among other things, do all things necessary to the execution of its powers
and duties as the state agency for the distribution of federal personal surplus
property, excepting food commodities, in accordance with specified federal
law. Existing law, the Federal Surplus Property Acquisition Law of 1945,
authorizes a local agency, as defined, to acquire surplus federal property
without regard to any law which requires posting of notices or advertising
for bids, inviting or receiving bids, or delivery of purchases before payment,
or which prevents the local agency from bidding on federal surplus property.
Existing federal law authorizes the Department of Defense to transfer surplus
personal property, including arms and ammunition, to federal or state
agencies for use in law enforcement activities, subject to specified conditions,
at no cost to the acquiring agency.
This bill would require a law enforcement agency, defined to include
specified entities, to obtain approval of the applicable governing body, by
adoption of a military equipment use policy, as specified, by ordinance at
a regular meeting held pursuant to specified open meeting laws, prior to
taking certain actions relating to the funding, acquisition, or use of military
equipment, as defined. The bill would also require similar approval for the
continued use of military equipment acquired prior to January 1, 2022. The
bill would allow the governing body to approve the funding, acquisition,
or use of military equipment within its jurisdiction only if it determines that
the military equipment meets specified standards. The bill would require
the governing body to annually review the ordinance and to either disapprove
a renewal of the authorization for a type, as defined, of military equipment
or amend the military equipment use policy if it determines, based on an
annual military equipment report prepared by the law enforcement agency,
as provided, that the military equipment does not comply with the
above-described standards for approval. The bill would specify these
provisions do not preclude a county or local municipality from implementing
92
additional requirements and standards related to the purchase, use, and
reporting of military equipment by local law enforcement agencies.
This bill would also require a state agency, as defined, to create a military
equipment use policy before engaging in certain activities, publish the policy
on the agency’s internet website, and provide a copy of the policy to the
Governor or the Governor’s designee, as specified. The bill would also
require a state agency that seeks to continue use of military equipment
acquired prior to January 1, 2022, to create a military equipment use policy.
This bill would also include findings that the changes proposed by this
bill address a matter of statewide concern rather than a municipal affair and,
therefore, apply to all cities, including charter cities.
By adding to the duties of local officials with respect to the funding,
acquisition, and use of military equipment, this bill would impose a
state-mandated local program.
The California Constitution requires local agencies, for the purpose of
ensuring public access to the meetings of public bodies and the writings of
public officials and agencies, to comply with a statutory enactment that
amends or enacts laws relating to public records or open meetings and
contains findings demonstrating that the enactment furthers the constitutional
requirements relating to this purpose.
This bill would make legislative findings to that effect.
The California Constitution requires the state to reimburse local agencies
and school districts for certain costs mandated by the state. Statutory
provisions establish procedures for making that reimbursement.
This bill would provide that no reimbursement is required by this act for
a specified reason.
The people of the State of California do enact as follows:
SECTION 1. The Legislature finds and declares all of the following:
(a) The acquisition of military equipment and its deployment in our
communities adversely impacts the public’s safety and welfare, including
increased risk of civilian deaths, significant risks to civil rights, civil liberties,
and physical and psychological well-being, and incurment of significant
financial costs. Military equipment is more frequently deployed in
low-income Black and Brown communities, meaning the risks and impacts
of police militarization are experienced most acutely in marginalized
communities.
(b) The public has a right to know about any funding, acquisition, or use
of military equipment by state or local government officials, as well as a
right to participate in any government agency’s decision to fund, acquire,
or use such equipment.
(c) Decisions regarding whether and how military equipment is funded,
acquired, or used should give strong consideration to the public’s welfare,
safety, civil rights, and civil liberties, and should be based on meaningful
public input.
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(d) Legally enforceable safeguards, including transparency, oversight,
and accountability measures, must be in place to protect the public’s welfare,
safety, civil rights, and civil liberties before military equipment is funded,
acquired, or used.
(e) The lack of a public forum to discuss the acquisition of military
equipment jeopardizes the relationship police have with the community,
which can be undermined when law enforcement is seen as an occupying
force rather than a public safety service.
SEC. 2. Chapter 12.8 (commencing with Section 7070) is added to
Division 7 of Title 1 of the Government Code, to read:
Chapter 12.8. Funding, Acquisition, and Use of Military
Equipment
7070. For purposes of this chapter, the following definitions shall apply:
(a) “Governing body” means the elected body that oversees a law
enforcement agency or, if there is no elected body that directly oversees the
law enforcement agency, the appointed body that oversees a law enforcement
agency. In the case of a law enforcement agency of a county, including a
sheriff’s department or a district attorney’s office, “governing body” means
the board of supervisors of the county.
(b) “Law enforcement agency” means any of the following:
(1) A police department, including the police department of a transit
agency, school district, or any campus of the University of California, the
California State University, or California Community Colleges.
(2) A sheriff’s department.
(3) A district attorney’s office.
(4) A county probation department.
(c) “Military equipment” means the following:
(1) Unmanned, remotely piloted, powered aerial or ground vehicles.
(2) Mine-resistant ambush-protected (MRAP) vehicles or armored
personnel carriers. However, police versions of standard consumer vehicles
are specifically excluded from this subdivision.
(3) High mobility multipurpose wheeled vehicles (HMMWV), commonly
referred to as Humvees, two and one-half-ton trucks, five-ton trucks, or
wheeled vehicles that have a breaching or entry apparatus attached. However,
unarmored all-terrain vehicles (ATVs) and motorized dirt bikes are
specifically excluded from this subdivision.
(4) Tracked armored vehicles that provide ballistic protection to their
occupants and utilize a tracked system instead of wheels for forward motion.
(5) Command and control vehicles that are either built or modified to
facilitate the operational control and direction of public safety units.
(6) Weaponized aircraft, vessels, or vehicles of any kind.
(7) Battering rams, slugs, and breaching apparatuses that are explosive
in nature. However, items designed to remove a lock, such as bolt cutters,
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Ch. 406 — 3 —
or a handheld ram designed to be operated by one person, are specifically
excluded from this subdivision.
(8) Firearms of .50 caliber or greater. However, standard issue shotguns
are specifically excluded from this subdivision.
(9) Ammunition of .50 caliber or greater. However, standard issue shotgun
ammunition is specifically excluded from this subdivision.
(10) Specialized firearms and ammunition of less than .50 caliber,
including assault weapons as defined in Sections 30510 and 30515 of the
Penal Code, with the exception of standard issue service weapons and
ammunition of less than .50 caliber that are issued to officers, agents, or
employees of a law enforcement agency or a state agency.
(11) Any firearm or firearm accessory that is designed to launch explosive
projectiles.
(12) “Flashbang” grenades and explosive breaching tools, “tear gas,”
and “pepper balls,” excluding standard, service-issued handheld pepper
spray.
(13) Taser Shockwave, microwave weapons, water cannons, and the
Long Range Acoustic Device (LRAD).
(14) The following projectile launch platforms and their associated
munitions: 40mm projectile launchers, “bean bag,” rubber bullet, and
specialty impact munition (SIM) weapons.
(15) Any other equipment as determined by a governing body or a state
agency to require additional oversight.
(16) Notwithstanding paragraphs (1) through (15), “military equipment”
does not include general equipment not designated as prohibited or controlled
by the federal Defense Logistics Agency.
(d) “Military equipment use policy” means a publicly released, written
document governing the use of military equipment by a law enforcement
agency or a state agency that addresses, at a minimum, all of the following:
(1) A description of each type of military equipment, the quantity sought,
its capabilities, expected lifespan, and product descriptions from the
manufacturer of the military equipment.
(2) The purposes and authorized uses for which the law enforcement
agency or the state agency proposes to use each type of military equipment.
(3) The fiscal impact of each type of military equipment, including the
initial costs of obtaining the equipment and estimated annual costs of
maintaining the equipment.
(4) The legal and procedural rules that govern each authorized use.
(5) The training, including any course required by the Commission on
Peace Officer Standards and Training, that must be completed before any
officer, agent, or employee of the law enforcement agency or the state agency
is allowed to use each specific type of military equipment to ensure the full
protection of the public’s welfare, safety, civil rights, and civil liberties and
full adherence to the military equipment use policy.
(6) The mechanisms to ensure compliance with the military equipment
use policy, including which independent persons or entities have oversight
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authority, and, if applicable, what legally enforceable sanctions are put in
place for violations of the policy.
(7) For a law enforcement agency, the procedures by which members of
the public may register complaints or concerns or submit questions about
the use of each specific type of military equipment, and how the law
enforcement agency will ensure that each complaint, concern, or question
receives a response in a timely manner.
(e) “State agency” means the law enforcement division of every state
office, officer, department, division, bureau, board, and commission or other
state body or agency, except those agencies provided for in Article IV
(except Section 20 thereof) or Article VI of the California Constitution.
(f) “Type” means each item that shares the same manufacturer model
number.
7071. (a) (1) A law enforcement agency shall obtain approval of the
governing body, by an ordinance adopting a military equipment use policy
at a regular meeting of the governing body held pursuant to the
Bagley-Keene Open Meeting Act (Article 9 (commencing with Section
11120) of Chapter 1 of Part 1 of Division 3 of Title 2) or the Ralph M.
Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of
Division 2 of Title 5), as applicable, prior to engaging in any of the
following:
(A) Requesting military equipment made available pursuant to Section
2576a of Title 10 of the United States Code.
(B) Seeking funds for military equipment, including, but not limited to,
applying for a grant, soliciting or accepting private, local, state, or federal
funds, in-kind donations, or other donations or transfers.
(C) Acquiring military equipment either permanently or temporarily,
including by borrowing or leasing.
(D) Collaborating with another law enforcement agency in the deployment
or other use of military equipment within the territorial jurisdiction of the
governing body.
(E) Using any new or existing military equipment for a purpose, in a
manner, or by a person not previously approved by the governing body
pursuant to this chapter.
(F) Soliciting or responding to a proposal for, or entering into an
agreement with, any other person or entity to seek funds for, apply to receive,
acquire, use, or collaborate in the use of, military equipment.
(G) Acquiring military equipment through any means not provided by
this paragraph.
(2) No later than May 1, 2022, a law enforcement agency seeking to
continue the use of any military equipment that was acquired prior to January
1, 2022, shall commence a governing body approval process in accordance
with this section. If the governing body does not approve the continuing
use of military equipment, including by adoption pursuant to this subdivision
of a military equipment use policy submitted pursuant to subdivision (b),
within 180 days of submission of the proposed military equipment use policy
to the governing body, the law enforcement agency shall cease its use of
92
Ch. 406 — 5 —
the military equipment until it receives the approval of the governing body
in accordance with this section.
(b) In seeking the approval of the governing body pursuant to subdivision
(a), a law enforcement agency shall submit a proposed military equipment
use policy to the governing body and make those documents available on
the law enforcement agency’s internet website at least 30 days prior to any
public hearing concerning the military equipment at issue.
(c) The governing body shall consider a proposed military equipment
use policy as an agenda item for an open session of a regular meeting and
provide for public comment in accordance with the Bagley-Keene Open
Meeting Act (Article 9 (commencing with Section 11120) of Chapter 1 of
Part 1 of Division 3 of Title 2) or the Ralph M. Brown Act (Chapter 9
(commencing with Section 54950) of Part 1 of Division 2 of Title 5), as
applicable.
(d) (1) The governing body shall only approve a military equipment use
policy pursuant to this chapter if it determines all of the following:
(A) The military equipment is necessary because there is no reasonable
alternative that can achieve the same objective of officer and civilian safety.
(B) The proposed military equipment use policy will safeguard the
public’s welfare, safety, civil rights, and civil liberties.
(C) If purchasing the equipment, the equipment is reasonably cost
effective compared to available alternatives that can achieve the same
objective of officer and civilian safety.
(D) Prior military equipment use complied with the military equipment
use policy that was in effect at the time, or if prior uses did not comply with
the accompanying military equipment use policy, corrective action has been
taken to remedy nonconforming uses and ensure future compliance.
(2) In order to facilitate public participation, any proposed or final military
equipment use policy shall be made publicly available on the internet website
of the relevant law enforcement agency for as long as the military equipment
is available for use.
(e) (1) The governing body shall review any ordinance that it has adopted
pursuant to this section approving the funding, acquisition, or use of military
equipment at least annually and, subject to paragraph (2), vote on whether
to renew the ordinance at a regular meeting held pursuant to the
Bagley-Keene Open Meeting Act (Article 9 (commencing with Section
11120) of Chapter 1 of Part 1 of Division 3 of Title 2) or the Ralph M.
Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of
Division 2 of Title 5), as applicable.
(2) The governing body shall determine, based on the annual military
equipment report submitted pursuant to Section 7072, whether each type
of military equipment identified in that report has complied with the
standards for approval set forth in subdivision (d). If the governing body
determines that a type of military equipment identified in that annual military
equipment report has not complied with the standards for approval set forth
in subdivision (d), the governing body shall either disapprove a renewal of
the authorization for that type of military equipment or require modifications
92
— 6 — Ch. 406
to the military equipment use policy in a manner that will resolve the lack
of compliance.
(f) Notwithstanding subdivisions (a) to (e), inclusive, if a city contracts
with another entity for law enforcement services, the city shall have the
authority to adopt a military equipment use policy based on local community
needs.
7072. (a) A law enforcement agency that receives approval for a military
equipment use policy pursuant to Section 7071 shall submit to the governing
body an annual military equipment report for each type of military equipment
approved by the governing body within one year of approval, and annually
thereafter for as long as the military equipment is available for use. The law
enforcement agency shall also make each annual military equipment report
required by this section publicly available on its internet website for as long
as the military equipment is available for use. The annual military equipment
report shall, at a minimum, include the following information for the
immediately preceding calendar year for each type of military equipment:
(1) A summary of how the military equipment was used and the purpose
of its use.
(2) A summary of any complaints or concerns received concerning the
military equipment.
(3) The results of any internal audits, any information about violations
of the military equipment use policy, and any actions taken in response.
(4) The total annual cost for each type of military equipment, including
acquisition, personnel, training, transportation, maintenance, storage,
upgrade, and other ongoing costs, and from what source funds will be
provided for the military equipment in the calendar year following
submission of the annual military equipment report.
(5) The quantity possessed for each type of military equipment.
(6) If the law enforcement agency intends to acquire additional military
equipment in the next year, the quantity sought for each type of military
equipment.
(b) Within 30 days of submitting and publicly releasing an annual military
equipment report pursuant to this section, the law enforcement agency shall
hold at least one well-publicized and conveniently located community
engagement meeting, at which the general public may discuss and ask
questions regarding the annual military equipment report and the law
enforcement agency’s funding, acquisition, or use of military equipment.
7073. (a) A state agency shall create a military equipment use policy
prior to engaging in any of the following:
(1) Requesting military equipment made available pursuant to Section
2576a of Title 10 of the United States Code.
(2) Seeking funds for military equipment, including, but not limited to,
applying for a grant, soliciting or accepting private, local, state, or federal
funds, in-kind donations, or other donations or transfers.
(3) Acquiring military equipment either permanently or temporarily,
including by borrowing or leasing.
92
Ch. 406 — 7 —
(4) Collaborating with a law enforcement agency or another state agency
in the deployment or other use of military equipment within the territorial
jurisdiction of the governing body.
(5) Using any new or existing military equipment for a purpose, in a
manner, or by a person not previously approved by the governing body
pursuant to this chapter.
(6) Soliciting or responding to a proposal for, or entering into an
agreement with, any other person or entity to seek funds for, or to apply to
receive, acquire, use, or collaborate in the use of, military equipment.
(7) Acquiring military equipment through any means not provided by
this subdivision.
(b) No later than May 1, 2022, a state agency seeking to continue the use
of any military equipment that was acquired prior to January 1, 2022, shall
create a military equipment use policy.
(c) A state agency that is required to create a military equipment use
policy pursuant to this section shall do both of the following within 180
days of completing the policy:
(1) Publish the military equipment use policy on the agency’s internet
website.
(2) Provide a copy of the military equipment use policy to the Governor
or the Governor’s designee.
7074. The Legislature finds and declares that ensuring adequate oversight
of the acquisition and use of military equipment is a matter of statewide
concern rather than a municipal affair as that term is used in Section 5 of
Article XI of the California Constitution. Therefore, this chapter applies to
all cities, including charter cities and shall supersede any inconsistent
provisions in the charter of any city, county, or city and county.
7075. Nothing in this chapter shall preclude a county or local
municipality from implementing additional requirements and standards
related to the purchase, use, and reporting of military equipment by local
law enforcement agencies.
SEC. 3. The Legislature finds and declares that Section 1 of this act,
which adds Chapter 12.8 (commencing with Section 7070) to Division 7 of
Title 1 of the Government Code, furthers, within the meaning of paragraph
(7) of subdivision (b) of Section 3 of Article I of the California Constitution,
the purposes of that constitutional section as it relates to the right of public
access to the meetings of local public bodies or the writings of local public
officials and local agencies. Pursuant to paragraph (7) of subdivision (b) of
Section 3 of Article I of the California Constitution, the Legislature makes
the following findings:
Requiring local agencies to hold public meetings prior to the acquisition
of military equipment further exposes that activity to public scrutiny and
enhances public access to information concerning the conduct of the people’s
business.
SEC. 4. No reimbursement is required by this act pursuant to Section 6
of Article XIII B of the California Constitution because the only costs that
may be incurred by a local agency or school district under this act would
92
— 8 — Ch. 406
result from a legislative mandate that is within the scope of paragraph (7)
of subdivision (b) of Section 3 of Article I of the California Constitution.
O
92
Ch. 406 — 9 —
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
HRG NOTICE OF HEARING
Notice of Public Hearing - Military Equipment Use Policy
05/26/2022
Notice Type:
Ad Description
COPY OF NOTICE
3589563
!A000006025942!
An invoice will be sent after the last date of publication. If you prepaid this
order in full, you will not receive an invoice.
NOTICE OF CITYCOUNCIL PUBLIC HEARING
The City Council of the City of Vernon will
conduct a public hearing,which you may attend,
at Vernon City Hall,City Council Chamber,4305
Santa Fe Avenue,Vernon,CA 90058,or via
Zoom Webinar at
http://www.cityofvernon.org/webinar-cc,in
accordance with Assembly Bill 361,on Tuesday,
June 7,2022,at 9:00 a.m.(or as soon thereafter
asthematter canbe heard),to:
Consider an ordinance approving a Military
Equipment Use Policy for the City of Vernon.
Pursuant to California Government Code
Section 7071 et seq.,the policy identifies
Vernon Police Department items deemed
“militaryequipment”under statelaw.
Information regarding the proposed Military
Equipment Use Policy,presented to the City
Council at its regular City Council meeting on
April 19,2022,is available on the City's website
(cityofvernon.org).The proposed policy is also
posted on the Vernon Police Department's
webpage
(https://www.cityofvernon.org/government/police-
department/assembly-bill-481).
The proposed ordinance will be available for
public review on the City's website once the
agenda for the meeting is posted or from the City
Clerk at CityClerk@cityofvernon.org or (323)583-
8811,ext.546.All interested persons will be
given an opportunity to comment on the above-
referenced item during the public hearing.In
addition,written comment or questions may be
submitted prior to the hearing as set forth below.
Written testimony or questions must be received
prior to 9:00 a.m.on the date of the hearing.
Pleasesend yourcomments or questions to:
Robert Sousa,Chief of Police
Cityof Vernon
4305Santa FeAvenue,Vernon,CA 90058
(323)583-8811 ext.114
Email:PDadmin@covpd.org
If you challenge the ordinance adopting the
proposed Military Equipment Use Policy or any
provision thereof in court,you may be limited to
raising only those issues you or someone else
raised atthe hearingdescribedin this notice or in
written correspondence delivered to the City of
Vernonat,or priorto,the meeting.
In compliance with the Americans with Disabilities
Act (ADA),if you need special assistance to
participate in the meeting,please contact the
Office of the City Clerk at (323)583-8811 ext.
546.
The hearing may be continued,adjourned,or
cancelled and rescheduled to a stated time and
placewithout further notice ofapublic hearing.
Dated:May 23,2022
/s/
Lisa Pope,CityClerk
Publish:May26,2022
5/26/22
PRE-3589563#
HUNTINGTON PARK BULLETIN
City Council Agenda Item Report
Submitted by: Diana Figueroa
Submitting Department: Fire Department
Meeting Date: June 21, 2022
SUBJECT
Fire Department Activity Report
Recommendation:
Receive and file the April 2022 Fire Department Activity Report.
Background:
Attached is a copy of a Fire Department Activity Report which covers the period of April 1
through April 30, 2022. 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 - April 2022
COUNTY OF LOS ANGELES FIRE DEPARTMENT
CITY OF VERNON STATISTICS
APRIL 2022 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)
04/01/22 LAC22109260 ALRWFR 611 - Dispatched and
cancelled en route
3251 East SLAUSON
VERNON CA 90058
3251 East SLAUSON
Avenue
E13
04/01/22 LAC22109352 SICKA 320 - Emergency medical
service, other
3001 South SIERRA PINE
VERNON CA 90023
3001 South SIERRA
PINE Avenue
E52
04/01/22 LAC22109581 TCB 321 - EMS call, excluding
vehicle accident with
injury
South DOWNEY VERNON
CA 90058
South DOWNEY Road E13
04/01/22 LAC22109824 TCB 600 - Good intent call,
other
South SOTO VERNON CA
90058
South SOTO Street E52
04/01/22 LAC22110003 MISC1 600 - Good intent call,
other
4611 East 52ND VERNON
CA 90270
4611 East 52ND Drive E163
04/02/22 LAC22110357 EMS 321 - EMS call, excluding
vehicle accident with
injury
South SANTA FE
VERNON CA 90058
South SANTA FE
Avenue
E52
04/02/22 LAC22110464 ALRA 600 - Good intent call,
other
4401 South DOWNEY
VERNON CA 90058
4401 South DOWNEY
Road
E13
04/02/22 LAC22110551 ASSLTB 321 - EMS call, excluding
vehicle accident with
injury
DISTRICT VERNON CA
90058
DISTRICT Boulevard E13
04/03/22 LAC22111424 TCB 321 - EMS call, excluding
vehicle accident with
injury
3365 East slauson Vernon
CA 90058
3365 East slauson
Avenue
E13
04/03/22 LAC22111506 RUB 150 - Outside rubbish fire,
other
East WASHINGTON
VERNON CA 90023
East WASHINGTON
Boulevard
E52 0 0
04/03/22 LAC22111663 GRS 150 - Outside rubbish fire,
other
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
E27 0 0
04/03/22 LAC22111936 TCA 322 - Motor vehicle
accident with injuries
5500 South SANTA FE
VERNON CA 90058
5500 South SANTA FE
Avenue
E52
04/04/22 LAC22113021 UNC 321 - EMS call, excluding
vehicle accident with
injury
4305 South SANTA FE
VERNON CA 90058
4305 South SANTA FE
Avenue
E52
04/04/22 LAC22113543 ALRA 700 - False alarm or false
call, other
2761 FRUITLAND
VERNON CA 90058
2761 FRUITLAND
Avenue
E52
04/05/22 LAC22113664 ALRWF 700 - False alarm or false
call, other
2761 FRUITLAND
VERNON CA 90058
2761 FRUITLAND
Avenue
E52
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)
04/05/22 LAC22113849 INVO 611 - Dispatched and
cancelled en route
South DOWNEY VERNON
CA 90023
South DOWNEY Road S13
04/05/22 LAC22114187 ALRAR 611 - Dispatched and
cancelled en route
4010 East 26TH VERNON
CA 90023
4010 East 26TH Street
04/05/22 LAC22114232 ALRA 700 - False alarm or false
call, other
4010 East 26TH VERNON
CA 90023
4010 East 26TH Street E27
04/05/22 LAC22114380 UNC 321 - EMS call, excluding
vehicle accident with
injury
4320 South SANTA FE
VERNON CA 90058
4320 South SANTA FE
Avenue
S13
04/05/22 LAC22114389 ALRWF 2761 FRUITLAND
VERNON CA 90058
2761 FRUITLAND
Avenue
E164
04/06/22 LAC22114857 SICKA 321 - EMS call, excluding
vehicle accident with
injury
4500 BANDINI VERNON
CA 90040
4500 BANDINI
Boulevard
E27
04/06/22 LAC22114890 INVO 600 - Good intent call,
other
25TH VERNON CA 90058 25TH Street BC13
04/06/22 LAC22114985 TCB 324 - Motor vehicle
accident with no injuries.
East VERNON VERNON
CA 90058
East VERNON Avenue E52
04/06/22 LAC22115020 VEH 130 - Mobile property
(vehicle) fire, other
4423 BANDINI VERNON
CA 90023
4423 BANDINI
Boulevard
E27 0 0
04/06/22 LAC22115148 ALRA 611 - Dispatched and
cancelled en route
2503 East VERNON
VERNON CA 90058
2503 East VERNON
Avenue
04/07/22 LAC22115968 MISC1 150 - Outside rubbish fire,
other
South SOTO VERNON CA
90058
South SOTO Street E52
04/07/22 LAC22116137 ALERGY 321 - EMS call, excluding
vehicle accident with
injury
2840 South ALAMEDA
VERNON CA 90058
2840 South ALAMEDA
Street
E52
04/07/22 LAC22116607 TCB 600 - Good intent call,
other
South BOYLE VERNON
CA 90058
South BOYLE Avenue E52
04/08/22 LAC22117411 ALRWF 611 - Dispatched and
cancelled en route
3049 East VERNON
VERNON CA 90058
3049 East VERNON
Avenue
04/08/22 LAC22117426 TCB 600 - Good intent call,
other
2700 FRUITLAND
VERNON CA 90058
2700 FRUITLAND
Avenue
E52
04/08/22 LAC22117832 ALRWF 735 - Alarm system
sounded due to
malfunction
2241 East 49TH VERNON
CA 90058
2241 East 49TH Street E52
04/08/22 LAC22117899 SZR 321 - EMS call, excluding
vehicle accident with
injury
5401 South SOTO
VERNON CA 90255
5401 South SOTO Street S164
04/08/22 LAC22118276 TCB 322 - Motor vehicle
accident with injuries
4305 South SANTA FE
VERNON CA 90058
4305 South SANTA FE
Avenue
E52
04/08/22 LAC22118413 TCA 600 - Good intent call, 1 BANDINI VERNON CA 1 BANDINI Boulevard S13
CITY OF VERNON STATISTICS
APRIL 2022 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 90040
04/09/22 LAC22118638 MISC1 150 - Outside rubbish fire,
other
6190 South BOYLE
VERNON CA 90058
6190 South BOYLE
Avenue
E13
04/09/22 LAC22118830 ALRA 735 - Alarm system
sounded due to
malfunction
2325 East 38TH VERNON
CA 90058
2325 East 38TH Street E52
04/10/22 LAC22119989 ALRWF 611 - Dispatched and
cancelled en route
4240 BANDINI VERNON
CA 90023
4240 BANDINI
Boulevard
E27
04/10/22 LAC22120237 SICKA 321 - EMS call, excluding
vehicle accident with
injury
3375 FRUITLAND
VERNON CA 90058
3375 FRUITLAND
Avenue
E13
04/10/22 LAC22120378 EMS 600 - Good intent call,
other
East 58TH VERNON CA
90058
East 58TH Street E52
04/10/22 LAC22120758 ALRWF 611 - Dispatched and
cancelled en route
4614 East 48TH VERNON
CA 90058
4614 East 48TH Street Q13
04/11/22 LAC22121045 ALRWF 600 - Good intent call,
other
4432 South PACIFIC
VERNON CA 90058
4432 South PACIFIC
Boulevard
E13
04/11/22 LAC22121049 STRC 100 - Fire, other 4432 South PACIFIC
VERNON CA 90058
4432 South PACIFIC
Boulevard
E52
04/11/22 LAC22121120 ALRWF 611 - Dispatched and
cancelled en route
4614 East 48TH VERNON
CA 90058
4614 East 48TH Street
04/11/22 LAC22121497 DB 321 - EMS call, excluding
vehicle accident with
injury
3375 East SLAUSON
VERNON CA 90058
3375 East SLAUSON
Avenue
S13
04/11/22 LAC22121799 TCA 322 - Motor vehicle
accident with injuries
0 East SLAUSON
VERNON CA 90058
0 East SLAUSON
Avenue
S13
04/12/22 LAC22122325 SICKA 321 - EMS call, excluding
vehicle accident with
injury
2639 East LEONIS
VERNON CA 90058
2639 East LEONIS
Boulevard
E52
04/12/22 LAC22122353 TCP 321 - EMS call, excluding
vehicle accident with
injury
FRUITLAND South
PACIFIC VERNON CA
90058
FRUITLAND South
PACIFIC Boulevard
E164
04/12/22 LAC22122682 ALREMS 611 - Dispatched and
cancelled en route
3100 East 44TH VERNON
CA 90058
3100 East 44TH Street E13
04/12/22 LAC22122734 ALRWF 735 - Alarm system
sounded due to
malfunction
2300 East 57TH VERNON
CA 90058
2300 East 57TH Street E52
04/12/22 LAC22122790 ALRWF 611 - Dispatched and
cancelled en route
2300 East 57TH VERNON
CA 90058
2300 East 57TH Street
04/12/22 LAC22122904 TCB 322 - Motor vehicle
accident with injuries
South BOYLE VERNON
CA 90058
South BOYLE Avenue E13
04/12/22 LAC22122954 EMS 600 - Good intent call, East 26TH VERNON CA East 26TH Street E52
CITY OF VERNON STATISTICS
APRIL 2022 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 90058
04/12/22 LAC22123140 BEHAVB 321 - EMS call, excluding
vehicle accident with
injury
3737 South SOTO
VERNON CA 90058
3737 South SOTO Street E52
04/12/22 LAC22123273 GRS 151 - Outside rubbish,
trash or waste fire
6190 South BOYLE
VERNON CA 90058
6190 South BOYLE
Avenue
E13 0 0
04/13/22 LAC22123371 TCA 611 - Dispatched and
cancelled en route
South ALAMEDA
VERNON CA 90255
South ALAMEDA
Street
S164
04/13/22 LAC22123878 GRS 151 - Outside rubbish,
trash or waste fire
2930 East 44TH VERNON
CA 90058
2930 East 44TH Street E13 0 0
04/14/22 LAC22124883 ALRWF 522 - Water or steam leak 3049 East VERNON
VERNON CA 90058
3049 East VERNON
Avenue
E52
04/14/22 LAC22124892 ARREST 321 - EMS call, excluding
vehicle accident with
injury
East 45TH VERNON CA
90058
East 45TH Street E13
04/14/22 LAC22125007 TREE 143 - Grass fire East WASHINGTON
VERNON CA 90023
East WASHINGTON
Boulevard
E52
04/15/22 LAC22125854 INJA 321 - EMS call, excluding
vehicle accident with
injury
4909 South ALCOA
VERNON CA 90058
4909 South ALCOA
Avenue
S13
04/15/22 LAC22126163 ALERGY 321 - EMS call, excluding
vehicle accident with
injury
5563 South ALCOA
VERNON CA 90058
5563 South ALCOA
Avenue
S13
04/15/22 LAC22126345 ALERGY 321 - EMS call, excluding
vehicle accident with
injury
4383 East EXCHANGE
VERNON CA 90058
4383 East EXCHANGE
Avenue
S13
04/15/22 LAC22126439 DB 321 - EMS call, excluding
vehicle accident with
injury
3668 South SOTO
VERNON CA 90058
3668 South SOTO Street E52
04/15/22 LAC22126643 VEHL 118 - Trash or rubbish
fire, contained
East WASHINGTON
VERNON CA 90023
East WASHINGTON
Boulevard
E13
04/15/22 LAC22126777 INJA 321 - EMS call, excluding
vehicle accident with
injury
South SANTA FE
VERNON CA 90058
South SANTA FE
Avenue
E52
04/17/22 LAC22127994 CP 321 - EMS call, excluding
vehicle accident with
injury
3278 East SLAUSON
VERNON CA 90058
3278 East SLAUSON
Avenue
E13
04/17/22 LAC22128471 RUB 150 - Outside rubbish fire,
other
South GRANDE VISTA
VERNON CA 90023
South GRANDE VISTA
Avenue
E52
04/17/22 LAC22128879 CP 321 - EMS call, excluding
vehicle accident with
injury
4305 South SANTA FE
VERNON CA 90058
4305 South SANTA FE
Avenue
S13
CITY OF VERNON STATISTICS
APRIL 2022 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)
04/17/22 LAC22128893 OD 321 - EMS call, excluding
vehicle accident with
injury
4505 BANDINI VERNON
CA 90040
4505 BANDINI
Boulevard
S163
04/18/22 LAC22129193 ALRMAN 600 - Good intent call,
other
2307 East 49TH VERNON
CA 90058
2307 East 49TH Street E52
04/18/22 LAC22129210 INVO 622 - No incident found
on arrival at dispatch
address
East VERNON VERNON
CA 90058
East VERNON Avenue
04/18/22 LAC22129755 SICKB 321 - EMS call, excluding
vehicle accident with
injury
5800 South BOYLE
VERNON CA 90058
5800 South BOYLE
Avenue
E13
04/18/22 LAC22129827 MISC1 600 - Good intent call,
other
South DOWNEY VERNON
CA 90023
South DOWNEY Road
04/19/22 LAC22130266 ALRWF 522 - Water or steam leak 2820 East 44TH VERNON
CA 90058
2820 East 44TH Street E52
04/19/22 LAC22130594 EMS 321 - EMS call, excluding
vehicle accident with
injury
3805 South SOTO
VERNON CA 90058
3805 South SOTO Street E52
04/19/22 LAC22130719 TREE 140 - Natural vegetation
fire, other
East WASHINGTON
VERNON CA 90023
East WASHINGTON
Boulevard
E52
04/19/22 LAC22130875 ALRA 744 - Detector activation,
no fire - unintentional
2825 East 44TH VERNON
CA 90058
2825 East 44TH Street E52
04/20/22 LAC22131354 TCB 321 - EMS call, excluding
vehicle accident with
injury
South SANTA FE
VERNON CA 90058
South SANTA FE
Avenue
E52
04/20/22 LAC22132286 GRS 150 - Outside rubbish fire,
other
South ATLANTIC
VERNON CA 90040
South ATLANTIC
Boulevard
E27 0 0
04/21/22 LAC22132822 ALRA 4820 East 50TH VERNON
CA 90058
4820 East 50TH Street
04/21/22 LAC22133146 ABDA 300 - Rescue, EMS
incident, other
Vernon South SOTO
VERNON CA 90058
Vernon South SOTO
Street
E52
04/21/22 LAC22133162 INVO 650 - Steam, other gas
mistaken for smoke, other
South SANTA FE
VERNON CA 90058
South SANTA FE
Avenue
E165
04/22/22 LAC22133622 ALRA 735 - Alarm system
sounded due to
malfunction
4601 South SOTO ST #A
VERNON CA 90058
4601 South SOTO ST
#A
E52
04/22/22 LAC22134471 UNC 611 - Dispatched and
cancelled en route
FRUITLAND VERNON
CA 90058
FRUITLAND Avenue
04/23/22 LAC22134808 SICKA 321 - EMS call, excluding
vehicle accident with
injury
2929 East 54TH VERNON
CA 90058
2929 East 54TH Street S13
04/23/22 LAC22135045 TCB 322 - Motor vehicle 0 East LEONIS VERNON 0 East LEONIS E13
CITY OF VERNON STATISTICS
APRIL 2022 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)
accident with injuries CA 90058 Boulevard
04/24/22 LAC22135932 TCB 321 - EMS call, excluding
vehicle accident with
injury
East 26TH VERNON CA
90023
East 26TH Street E52
04/24/22 LAC22135996 INVO 600 - Good intent call,
other
25TH VERNON CA 90058 25TH Street E13
04/24/22 LAC22136898 MISC1 100 - Fire, other South SOTO VERNON CA
90058
South SOTO Street E52
04/25/22 LAC22136990 TCB 322 - Motor vehicle
accident with injuries
BANDINI VERNON CA
90058
BANDINI Boulevard E52
04/25/22 LAC22137136 ALRWF 700 - False alarm or false
call, other
4133 BANDINI VERNON
CA 90023
4133 BANDINI
Boulevard
04/25/22 LAC22137170 TCA 600 - Good intent call,
other
East VERNON VERNON
CA 90058
East VERNON Avenue E21LFD
04/25/22 LAC22137196 ALRMAN 611 - Dispatched and
cancelled en route
5008 South BOYLE
VERNON CA 90058
5008 South BOYLE
Avenue
04/25/22 LAC22137198 SICKA 321 - EMS call, excluding
vehicle accident with
injury
3305 BANDINI VERNON
CA 90023
3305 BANDINI
Boulevard
E52
04/25/22 LAC22137343 TCA 321 - EMS call, excluding
vehicle accident with
injury
H BANDINI VERNON CA
90023
H BANDINI Boulevard E27
04/25/22 LAC22137575 TCA 321 - EMS call, excluding
vehicle accident with
injury
South DOWNEY VERNON
CA 90058
South DOWNEY Road E13
04/25/22 LAC22137645 TCA 321 - EMS call, excluding
vehicle accident with
injury
2263 East VERNON
VERNON CA 90058
2263 East VERNON
Avenue
E52
04/25/22 LAC22137648 INJA 321 - EMS call, excluding
vehicle accident with
injury
2120 East 52ND VERNON
CA 90058
2120 East 52ND Street S164
04/25/22 LAC22137678 TCA 600 - Good intent call,
other
South SOTO VERNON CA
90058
South SOTO Street
04/25/22 LAC22138195 ALRWF 100 - Fire, other 4442 East 26TH VERNON
CA 90023
4442 East 26TH Street E27
04/26/22 LAC22138319 RUB 611 - Dispatched and
cancelled en route
5685 South ALCOA
VERNON CA 90058
5685 South ALCOA
Avenue
E13
04/26/22 LAC22138475 ALRWF 611 - Dispatched and
cancelled en route
3501 East VERNON
VERNON CA 90058
3501 East VERNON
Avenue
04/26/22 LAC22138543 ALRAR 735 - Alarm system
sounded due to
malfunction
4600 South ALAMEDA
VERNON CA 90058
4600 South ALAMEDA
Street
E52
CITY OF VERNON STATISTICS
APRIL 2022 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)
04/26/22 LAC22138823 UNC 321 - EMS call, excluding
vehicle accident with
injury
East 26TH VERNON CA
90058
East 26TH Street E52
04/26/22 LAC22139044 SZR 321 - EMS call, excluding
vehicle accident with
injury
3333 South DOWNEY
VERNON CA 90023
3333 South DOWNEY
Road
S13
04/26/22 LAC22139074 UNC 611 - Dispatched and
cancelled en route
52 East VERNON
VERNON CA 90058
52 East VERNON
Avenue
S164
04/26/22 LAC22139093 PA 611 - Dispatched and
cancelled en route
3121 East 26TH VERNON
CA 90023
3121 East 26TH Street E3
04/26/22 LAC22139281 DB 321 - EMS call, excluding
vehicle accident with
injury
LOMA VISTA VERNON
CA 90058
LOMA VISTA Avenue E13
04/27/22 LAC22139576 ALRA 600 - Good intent call,
other
4401 South DOWNEY
VERNON CA 90058
4401 South DOWNEY
Road
E13
04/27/22 LAC22139852 EMS 321 - EMS call, excluding
vehicle accident with
injury
4460 South PACIFIC
VERNON CA 90058
4460 South PACIFIC
Boulevard
E52
04/27/22 LAC22139898 INVO 651 - Smoke scare, odor
of smoke
CUDAHY VERNON CA
90058
CUDAHY Avenue E163
04/27/22 LAC22139980 INJA 300 - Rescue, EMS
incident, other
6062 South ALCOA
VERNON CA 90058
6062 South ALCOA
Avenue
E13
04/27/22 LAC22140212 SZR 300 - Rescue, EMS
incident, other
4516 LOMA VISTA
VERNON CA 90058
4516 LOMA VISTA
Avenue
S13
04/27/22 LAC22140301 ALRA 744 - Detector activation,
no fire - unintentional
2503 East VERNON
VERNON CA 90058
2503 East VERNON
Avenue
E52
04/27/22 LAC22140401 ALRWF 600 - Good intent call,
other
4988 CORONA VERNON
CA 90058
4988 CORONA Avenue E13
04/28/22 LAC22140820 FLOOD 700 - False alarm or false
call, other
2900 AYERS VERNON
CA 90023
2900 AYERS Avenue
04/29/22 LAC22141968 TCB 321 - EMS call, excluding
vehicle accident with
injury
St South DOWNEY
VERNON CA 90058
St South DOWNEY
Road
E13
04/29/22 LAC22142094 MISC1 150 - Outside rubbish fire,
other
4415 BANDINI VERNON
CA 90023
4415 BANDINI
Boulevard
Q27
04/29/22 LAC22142151 EMS 321 - EMS call, excluding
vehicle accident with
injury
5400 South ALCOA
VERNON CA 90058
5400 South ALCOA
Avenue
S13
04/29/22 LAC22142159 BLEEDA 321 - EMS call, excluding
vehicle accident with
injury
2828 South ALAMEDA
VERNON CA 90058
2828 South ALAMEDA
Street
E52
04/29/22 LAC22142360 SPILL 600 - Good intent call, 4020 BANDINI VERNON 4020 BANDINI E50
CITY OF VERNON STATISTICS
APRIL 2022 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 CA 90023 Boulevard
04/29/22 LAC22142530 EMS 321 - EMS call, excluding
vehicle accident with
injury
BANDINI VERNON CA
90040
BANDINI Boulevard E27
04/29/22 LAC22142783 INJA 321 - EMS call, excluding
vehicle accident with
injury
South PACIFIC VERNON
CA 90058
South PACIFIC
Boulevard
E52
04/30/22 LAC22143137 MISC1 611 - Dispatched and
cancelled en route
6190 South ALCOA
VERNON CA 90058
6190 South ALCOA
Avenue
E13
04/30/22 LAC22143756 ALRA 745 - Alarm system
activation, no fire -
unintentional
3751 SEVILLE VERNON
CA 90058
3751 SEVILLE Avenue E52
04/30/22 LAC22144010 TCA 321 - EMS call, excluding
vehicle accident with
injury
DISTRICT VERNON CA
90058
DISTRICT Boulevard E163
04/30/22 LAC22144053 EMS FRUITLAND VERNON
CA 90058
FRUITLAND Avenue E13
Count: 127
CITY OF VERNON STATISTICS
APRIL 2022 CITY DETAILS
COUNTY OF LOS ANGELES FIRE DEPARTMENT
CITY OF VERNON STATISTICS
APRIL 2022 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)
ALRA 1
ALRWF 1
EMS 1
Total: 3 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 1 - Fire
ALRWF 100 - Fire, other 1
GRS 150 - Outside rubbish fire, other 2 $0 0
GRS 151 - Outside rubbish, trash or waste fire 2 $0 0
MISC1 100 - Fire, other 1
MISC1 150 - Outside rubbish fire, other 3
RUB 150 - Outside rubbish fire, other 2 $0 0
STRC 100 - Fire, other 1
TREE 140 - Natural vegetation fire, other 1
TREE 143 - Grass fire 1
VEH 130 - Mobile property (vehicle) fire, other 1 $0 0
VEHL 118 - Trash or rubbish fire, contained 1
Total: 16 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 3 - Rescue & Emergency Medical Service Incident
ABDA 300 - Rescue, EMS incident, other 1
ALERGY 321 - EMS call, excluding vehicle accident with injury 3
ARREST 321 - EMS call, excluding vehicle accident with injury 1
ASSLTB 321 - EMS call, excluding vehicle accident with injury 1
BEHAVB 321 - EMS call, excluding vehicle accident with injury 1
BLEEDA 321 - EMS call, excluding vehicle accident with injury 1
CP 321 - EMS call, excluding vehicle accident with injury 2
DB 321 - EMS call, excluding vehicle accident with injury 3
EMS 321 - EMS call, excluding vehicle accident with injury 5
INJA 300 - Rescue, EMS incident, other 1
INJA 321 - EMS call, excluding vehicle accident with injury 4
OD 321 - EMS call, excluding vehicle accident with injury 1
Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned
SICKA 320 - Emergency medical service, other 1
SICKA 321 - EMS call, excluding vehicle accident with injury 5
SICKB 321 - EMS call, excluding vehicle accident with injury 1
SZR 300 - Rescue, EMS incident, other 1
SZR 321 - EMS call, excluding vehicle accident with injury 2
TCA 321 - EMS call, excluding vehicle accident with injury 4
TCA 322 - Motor vehicle accident with injuries 2
TCB 321 - EMS call, excluding vehicle accident with injury 5
TCB 322 - Motor vehicle accident with injuries 4
TCB 324 - Motor vehicle accident with no injuries. 1
TCP 321 - EMS call, excluding vehicle accident with injury 1
UNC 321 - EMS call, excluding vehicle accident with injury 3
Total: 54 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 5 - Service Call
ALRWF 522 - Water or steam leak 2
Total: 2 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 6 - Good Intent Call
ALRA 600 - Good intent call, other 2
ALRA 611 - Dispatched and cancelled en route 1
ALRAR 611 - Dispatched and cancelled en route 1
ALREMS 611 - Dispatched and cancelled en route 1
ALRMAN 600 - Good intent call, other 1
ALRMAN 611 - Dispatched and cancelled en route 1
ALRWF 600 - Good intent call, other 2
ALRWF 611 - Dispatched and cancelled en route 6
ALRWFR 611 - Dispatched and cancelled en route 1
EMS 600 - Good intent call, other 2
INVO 600 - Good intent call, other 2
INVO 611 - Dispatched and cancelled en route 1
INVO 622 - No incident found on arrival at dispatch address 1
INVO 650 - Steam, other gas mistaken for smoke, other 1
INVO 651 - Smoke scare, odor of smoke 1
MISC1 600 - Good intent call, other 2
MISC1 611 - Dispatched and cancelled en route 1
PA 611 - Dispatched and cancelled en route 1
RUB 611 - Dispatched and cancelled en route 1
CITY OF VERNON STATISTICS
APRIL 2022 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
SPILL 600 - Good intent call, other 1
TCA 600 - Good intent call, other 3
TCA 611 - Dispatched and cancelled en route 1
TCB 600 - Good intent call, other 3
UNC 611 - Dispatched and cancelled en route 2
Total: 39 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 2
ALRA 735 - Alarm system sounded due to malfunction 2
ALRA 744 - Detector activation, no fire - unintentional 2
ALRA 745 - Alarm system activation, no fire - unintentional 1
ALRAR 735 - Alarm system sounded due to malfunction 1
ALRWF 700 - False alarm or false call, other 2
ALRWF 735 - Alarm system sounded due to malfunction 2
FLOOD 700 - False alarm or false call, other 1
Total: 13 Total: $0 Total: 0 Total: 0
Total: 127 Total: $0 Total: 0 Total: 0
CITY OF VERNON STATISTICS
APRIL 2022 TYPES AND TOTALS
City Council Agenda Item Report
Submitted by: Donna Aggers
Submitting Department: Police Department
Meeting Date: June 21, 2022
SUBJECT
Police Department Activity Report
Recommendation:
Receive and file the April 2022 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 - April 2022
Type VERNON POLICE DEPARTMENTDepartment Activity ReportJurisdiction:First Date:Last Date:04/01/202204/30/2022DepartmentAll Units Primary UnitVERNONDescriptionComplaintVPD10-6OFFICER IS 10-6 C7,961,962,10-10, WASH, EQUIPMENT,ETC22220610-96C10-96 CHARLES (CITY HALL SECURITY CHECK)101010-96HPICK UP THE JAIL PAPER WORK FROM HP JAIL33140SUPPLEMENTAL REPORT76166RCOURT ORDER VIOLATION REPORT3220001INJURY HIT AND RUN7220002NON-INJURY HIT AND RUN5220002RNON-INJURY HIT AND RUN REPORT1510211SSILENT ROBBERY ALARM82242BATTERY31242RBATTERY REPORT84273.5DOMESTIC VIOLENCE92273.5RDOMESTIC VIOLENCE REPORT53415DISTURBING THE PEACE2812417BRANDISHING A WEAPON41417RBRANDISHING A WEAPON REPORT31422RTERRORIST THREATS REPORT54459BURGLARY21459AAUDIBLE BURGLARY ALARM365213459RBURGLARY REPORT136459SSILENT BURGLARY ALARM157459VRBURGLARY TO A VEHICLE REPORT96476RFRAUD REPORT127484PETTY THEFT115484RPETTY THEFT REPORT179487RGRAND THEFT REPORT139503EMBEZZLEMENT21503REMBEZZLEMENT REPORT115150SUBJECT WITH MENTAL DISABILITIES31586PARKING PROBLEM6760586EPARKING ENFORCEMENT21594VANDALISM1861Page of 405/02/2022 05:06:53
Type VERNON POLICE DEPARTMENTDepartment Activity ReportJurisdiction:First Date:Last Date:04/01/202204/30/2022DepartmentAll Units Primary UnitVERNONDescriptionComplaintVPD594RVANDALISM REPORT1912602TRESPASS9540653MANNOYING PHONE CALLS11901UNKNOWN INJURY TRAFFIC COLLISION72901TINJURY TRAFFIC COLLISION4313901TRINJURY TRAFFIC COLLISION REPORT42902TNON-INJURY TRAFFIC COLLISION10056902TRNON-INJURY TRAFFIC COLLISION REPORT62909CTRAFFIC CONTROL43909ETRAFFIC ENFORCEMENT2724909TTRAFFIC HAZARD107911911 MISUSE / HANGUP95911ACONTACT THE REPORTING PARTY3123917AABANDONED VEHICLE128920PRLOST PROPERTY REPORT11925SUSPICIOUS CIRCUMSTANCES11149927UNKNOWN TROUBLE31A207RATTEMPT KIDNAPPING REPORT11A459RATTEMPT BURGLARY REPORT21A484ATTEMPT PETTY THEFT21AGTAATTEMPT GRAND THEFT AUTO11AGTARATTEMPT GRAND THEFT AUTO REPORT11ASSISTFDASSIST FIRE DEPARTMENT2718BOSIGBROKEN SIGNAL OR LIGHT52BOVEHBROKEN DOWN VEHICLE2316DETDETECTIVE INVESTIGATION6636DETAILDETAIL87DPTASTDEPARTMENTAL ASSIST178DUIDRIVING UNDER THE INFLUENCE22FILINGOFFICER IS 10-6 REPORT WRITING118116FOUNDFOUND PROPERTY REPORT33FUFOLLOW UP1192Page of 405/02/2022 05:06:53
Type VERNON POLICE DEPARTMENTDepartment Activity ReportJurisdiction:First Date:Last Date:04/01/202204/30/2022DepartmentAll Units Primary UnitVERNONDescriptionComplaintVPDGTARGRAND THEFT AUTO REPORT3725HBCHAILED BY A CITIZEN96KTPKEEP THE PEACE94LOCATELOCATED VERNON STOLEN VEHICLE / PLATES VIA TELETYPE54LOJACKLOJACK HIT44LPRLICENSE PLATE READER44MISPLOCATELOCATED MISSING PERSON REPORT11MR60MISC REPORT103PANIC ALARMPANIC ALARM/DURESS ALARM103PAPDPUBLIC ASSIST-POLICE1711PATCKPATROL CHECK254223PEDCKPEDESTRIAN CHECK7340PLATELOST OR STOLEN PLATES REPORT73PRSTRANPRISONER TRANSPORTED97RECRECOVERED STOLEN VEHICLE IN THE FIELD3515RECKLESS DRVRECKLESS DRIVING (23103)106REPOREPOSSESSION11ROADRAGEROAD RAGE21RRRAIL ROAD PROBLEM11SPEEDSPEED CONTEST OR SPEEDING (23109)11SRMETSRMET DETAIL5453TRAFFIC STOPTRAFFIC STOP220188TRAININGTRAINING TEST CALL43UNATTACHEDTRUNATTACHED TRAILER22VCKVEHICLE CHECK11095VEH RELEASEVEHICLE RELEASE44VMCVIOVERNON MUNICIPAL CODE VIOLATION21WARRANTWARRANT ARREST22WELCKWELFARE CHECK7629Department: 263818153Page of 405/02/2022 05:06:53
Type VERNON POLICE DEPARTMENTDepartment Activity ReportJurisdiction:First Date:Last Date:04/01/202204/30/2022DepartmentAll Units Primary UnitVERNONDescriptionComplaintOverall: 263818164Page of 405/02/2022 05:06:53
VERNON POLICE DEPARTMENT Police Activity Report Period Ending: 4/30/22
TRAFFIC COLLISIONS NO. PROPERTY RECOVERED TOTAL 42 VEHICLES: $526,500
NON-INJURY 28 INJURY 14 Persons Injured 21 Pedestrian 0
Fatalities 1
City Property Damage 9 Hit & Run (Felony) 2 Hit & Run (Misdemeanor) 8
VEHICLES STORED PROPERTY RECOVERED FOR Unlicensed Driver/Impounded Vehicle 11 OTHER DEPARTMENTS Unattached Trailer 3 VEHICLES: $72,000 Abandoned/Stored Vehicle 18
Traffic Hazard 0
CITATIONS Citations Iss (Prisoner Release) 20
Citations Iss (Other Violations) 0
Parking 102 Hazardous 64 Non-Hazardous 90 Citations Iss (Moving) 154
Citations Iss (Total) 256
CASES CLEARED BY ARREST AR22-056 CR22-0567 14601.2 VC AR22-072 CR22-0658 591 PC
AR22-057 CR22-0571 594(A)(1) PC AR22-073 CR22-0662 14601.2(A) VC
AR22-058 CR22-0568 273.5 PC AR22-074 CR22-0664 10851(A) VC
AR22-060 CR22-0578 14601.2(A) VC AR22-075 CR22-0670 422 PC
AR22-061 CR22-0581 23247(E) VC AR22-076 CR22-0676 484(A) PC
AR22-062 CR22-0583 594 PC AR22-077 CR22-0679 594 PC
AR22-063 CR22-0582 417 PC AR22-078 CR22-0682 245 PC
AR22-065 CR22-0619 369(I) PC AR22-079 CR22-0699 243(D) PC
AR22-066 CR22-0619 369(I) PC AR22-080 CR22-0706 10851(A) VC
AR22-067 CR22-0624 23109(A) VC AR22-081 CR22-0710 148(A)(1) PC
AR22-070 CR22-0643 484(A) PC AR22-082 CR22-0711 20001 VC
AR22-071 CR22-0648 10851(A) VC
MALE FEMALE TOTAL
ARSON
ASSAULT 1
BURGLARY (& ATTEMPTED)
CORPORAL INJURY ON SPOUSE/COHABITANT 1
DRIVING UNDER THE INFLUENCE w/ INJURY 1
EMBEZZLEMENT
GRAND THEFT: AUTO (& ATTEMPTED)3
GRAND THEFT: PROPERTY (& ATTEMPTED)
HIT/RUN
PAROLE HOLD
POSSESSION OF STOLEN PROPERTY
RESISTING/OBSTRUCTING
SEXUAL BATTERY
VANDALISM
WARRANT (VERNON)2
WARRANT (OUTSIDE AGENCY)1
WEAPONS 1
TOTAL FELONY ARRESTS 8 2 10
MALE FEMALE TOTAL
ASSAULT 1
CARRY LOADED FIREARM PERSON/VEH
DISPLAY UNLAWFUL VEH REGISTRATION
DRIVING WITH SUSPENDED LICENSE 3
DRUNK IN PUBLIC
DUI 2
HIT/RUN
MAIL THEFT
OPERATE VEHICLE W/O INTERLOCK DEV 1
PETTY THEFT 2
POSSESSION OF NARCOTICS
POSSESSION OF PARAPHERNALIA
POSSESSION OF STOLEN PROPERTY
POSSESSION OF SUBT SIMILAR TO TOLUENE
RESISTING/OBSTRUCTING 1
SPEED CONTEST 1
THREATS 1
THROW SUBSTANCE AT VEHICLE
TRESPASSING 2
UNDETECTABLE FIREARM
VANDALISM 4
WARRANT (OUTSIDE AGENCY)
WARRANT (VERNON)TOTAL MISD. ARRESTS 18 0 18
MALE FEMALE TOTAL
BURGLARY 0
CARRY LOADED FIREARM IN PUBLIC 0
ROBBERY 0
VANDALISM 0
WARRANT 0
TOTAL JUVENILES DET.0 0 0
34
47
0
0
JUVENILES DETAINED --- FELONY AND MISDEMEANOR
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: 4/30/2022
ADULT MISDEMEANOR ARRESTS AND DISPOSITIONS
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/01/202204/01/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204064023130 LEONIS BL, VERNONGTARANAYA BROTHERS05:46:2404/01/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0537 CA0197300VPDHERNANDEZ,EDWARD*4005:49:1606:50:2705:50:11202204064105101 PACIFIC BL, VERNON487ROH TOO08:54:2604/01/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0538 CA0197300VPDCERDA,EUGENIO*47W08:56:38 08:57:0608:57:25VPDCAM,PATRICK41E08:57:2309:44:1508:57:21202204064185124 PACIFIC BL, VERNONSRMET11:55:1204/01/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0540 CA0197300VPDHERNANDEZ,EDWARD*MET114:04:3211:55:12202204064204175 E DISTRICT BL, VERNON901TAT&T MOBILITY 800 635 6840 412:22:0604/01/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-0539 CA0197300VPDCERDA,PAUL,JR*4412:23:22 12:23:2313:19:03VPDCAM,PATRICK41E12:25:0813:19:0112:27:45VPDCERDA,EUGENIO47W12:26:0313:19:0512:33:02202204064352119 E 25TH, VERNONRECFULLERTON PD18:59:2304/01/2022VRECVPDCAM,PATRICK*31W21:15:4319:31:43* Denotes Primary Unit1Page of 104/02/202205:35:18
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/02/202204/02/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204064815025 E SLAUSON AV, VERNONGTARSSS INVESTMENTS08:26:4004/02/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0541 CA0197300VPDFLORES,TERESA*26W08:32:2010:22:3908:41:39VPDCAM,PATRICK4409:27:5509:29:1820220406483E DISTRICT BL // DOWNEY RD, VERNONWELCK09:25:0304/02/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0542 CA0197300VPDREDONA,BRYAN*41E09:26:10 09:26:4010:20:5209:28:59VPDFLORES,TERESA26W09:29:3010:04:5209:31:00VPDCAM,PATRICK4409:29:1811:44:4209:31:01202204064842800 E 50TH, VERNON459RAMERICAN INTEGRATED SERVICES09:39:1704/02/2022RPTRPCBDepartmentOCA NumberRMS JurisVPD CR22-0543 CA0197300VPDFLORES,TERESA*26W10:22:5211:05:1710:34:2720220406485S DISTRICT BL // ATLANTIC BL, VERNON20002R10:33:3504/02/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0544 CA0197300VPDREDONA,BRYAN*41E11:43:4410:44:35202204064914501 S SANTA FE AV, VERNON902TT-Mobile USA 888-662-4662 opt 416:45:1204/02/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0545 CA0197300VPDFLORES,TERESA*26W16:47:5717:46:0316:49:54VPDREDONA,BRYAN41E16:48:3717:31:5716:56:33VPDCAM,PATRICK4416:52:1117:29:2716:56:35* Denotes Primary Unit1Page of 104/03/202206:30:40
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/03/202204/03/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204065245525 S SOTO, VERNONRECUNK05:25:2504/03/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0546 CA0197300VPD CR22-0547 CA0197300VPDMADRIGAL,ALFONSO*41E05:27:50 05:27:5106:54:4405:30:05VPDMANNINO,NICHOLAS40W06:54:4605:30:1320220406544S SANTA FE AV // 55TH, VERNON902TT-Mobile USA 888-662-4662 opt 415:02:1804/03/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-0548 CA0197300VPDVILLEGAS,RICHARD*4115:02:51 15:05:0918:49:3615:09:02VPDMADRIGAL,ALFONSO2618:56:3918:55:46VPDMACIEL,CYNTHIA4415:05:0719:03:3315:05:18VPDCERDA,EUGENIO4718:55:1515:09:03VPDENCINAS,ANTHONY5D3119:03:3416:43:22VPDONOPA,DANIELS519:03:3415:05:2720220406554S ALAMEDA // VERNON AV, VERNONTRAFFIC STOP23:00:3604/03/2022CITEVIDepartmentOCA NumberRMS JurisVPD CR22-0549 CA0197300VPDGAYTAN,LORENZO*S723:49:0623:00:38VPDARANA,ANDRE31W00:00:5123:05:21VPDSALDANA,CARLOS40E23:00:40 23:00:4023:05:23* Denotes Primary Unit1Page of 104/04/202205:13:09
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/04/202204/04/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204066113336 FRUITLAND AV, VERNON487RJOBBERS12:32:5004/04/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0550 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E12:36:0212:41:57 13:26:1320220406618S SUNOL DR // BANDINI BL, VERNON58613:19:3204/04/2022VSDepartmentOCA NumberRMS JurisVPD CR22-0551 CA0197300VPDCEDENO,RUTH*2P814:34:2313:19:32202204066224305 S SANTA FE AV, VERNONSRMET13:58:4504/04/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0552 CA0197300VPDVELEZ,MARISSA*MET114:37:3313:58:46202204066262360 E VERNON AV, VERNONWELCKVERNON ELEMENTARY SCHOOL14:36:5404/04/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0553 CA0197300VPDMACIEL,CYNTHIA*2614:37:3014:53:2214:38:43VPDENCINAS,ANTHONY5D3116:06:4814:40:21VPDOURIQUE,CARLOS5D3516:06:4914:40:22VPDVELEZ,MARISSAMET114:37:3616:06:4914:38:11* Denotes Primary Unit1Page of 104/05/202204:53:23
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/05/202204/05/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204066841912 E VERNON AV, VERNON20002RRED CHAMBER09:32:0104/05/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0554 CA0197300VPDGODOY,RAYMOND*41E09:34:47 09:34:5410:12:5109:40:22VPDMACIEL,CYNTHIA2609:52:1109:47:44202204066953090 E 50TH, VERNON140SHALOM & SONS12:04:5904/05/2022RPTVPDMACIEL,CYNTHIA*2612:07:5512:39:5712:14:16202204067174305 S SANTA FE AV, VERNONWARRANT16:07:3704/05/2022RPTVPDGODOY,RAYMOND*41E17:24:2116:07:37* Denotes Primary Unit1Page of 104/06/202201:08:28
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/06/202204/06/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204067582300 E 57TH, VERNON459VRJETRO07:58:5204/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0555 CA0197300VPDGODOY,RAYMOND*31W08:10:5208:47:1208:18:1920220406759E 50TH // GIFFORD AV, VERNON242RABEL LOPEZ08:01:1504/06/2022VOIDDepartmentOCA NumberRMS JurisVPD CR22-0556 CA0197300VPDVASQUEZ,LUIS*47W08:05:1408:11:48VPDCERDA,PAUL,JR44E08:05:5309:43:1408:09:38202204067654305 S SANTA FE AV, VERNON14009:54:4304/06/2022SUPVPDGODOY,RAYMOND*31W09:57:04 09:57:3711:12:4410:07:27202204067702850 E VERNON AV, VERNON902TLACO FIRE STATION 5210:33:2404/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0557 CA0197300VPDVASQUEZ,LUIS*47W10:34:3111:16:4110:35:36202204067722701 S SANTA FE AV, VERNON476RBRAND PRODUCE10:57:4104/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0558 CA0197300VPDGODOY,RAYMOND*31W11:12:4712:08:2611:16:36202204067752528 E 37TH, VERNON459VRRANCHO FOODS11:43:5704/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0559 CA0197300VPDVASQUEZ,LUIS*47W12:48:2613:16:0012:48:59202204067814611 52D DR, VERNON S/A 122484RLEVONE RIXTER12:43:2804/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0560 CA01973001Page of 204/07/202201:01:49
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/06/202204/06/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204067814611 52D DR, VERNON S/A 122484RLEVONE RIXTER12:43:2804/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0560 CA0197300VPDGODOY,RAYMOND*31W13:21:43 13:21:4613:45:3113:30:20VPDHERNANDEZ,MIGUEL,JR32E13:29:5913:45:3113:37:30202204067942325 E 55TH, VERNONGTARPEACOCK CHEESE15:11:5804/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0561 CA0197300VPDGODOY,RAYMOND*31W15:33:0315:33:41VPDHERNANDEZ,MIGUEL,JR32E15:33:3816:51:5215:53:13202204068052300 E 57TH, VERNON459VRJETRO CASH AND CARRY17:32:2104/06/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0562 CA0197300VPDVASQUEZ,LUIS*47W17:37:03 17:37:3518:15:4117:41:5620220406814S ALAMEDA // 37TH, VERNONPAPDT-Mobile USA 888-662-4662 opt 422:39:4904/06/2022VSRPTDepartmentOCA NumberRMS JurisVPD CR22-0563 CA0197300VPDESCOBEDO,ALEXY*40W22:41:05 22:41:0600:27:2022:47:06VPD4122:41:3022:55:1222:52:30* Denotes Primary Unit2Page of 204/07/202201:01:49
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/07/202204/07/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204068244879 FRUITLAND AV, VERNONREPOSANTEX02:34:4104/07/2022REPODepartmentOCA NumberRMS JurisVPD CR22-0564 CA0197300VPDRECORDS BUREAU*RECD02:52:4402:37:15202204068354927 PACIFIC BL, VERNONVCK07:33:5204/07/2022RPTCITEVIDepartmentOCA NumberRMS JurisVPD CR22-0565 CA0197300VPDCERDA,PAUL,JR*44W08:36:1207:33:53MR C TOWMR C TOW07:37:25 07:37:4508:36:1408:06:39202204068403390 E SLAUSON AV, VERNONGTARLAM SHENG KEE WEST COAST08:38:1404/07/2022RPTVRECDepartmentOCA NumberRMS JurisVPD CR22-0566 CA0197300VPDCERDA,PAUL,JR*44W08:42:46 08:43:0809:11:27VPDVASQUEZ,LUIS47E09:08:2810:16:1409:13:44202204068534903 S SANTA FE AV, VERNON273.5REL TENAMPA12:39:3104/07/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0568 CA0197300VPDCERDA,PAUL,JR*44W12:42:08 12:42:3815:44:2912:48:43VPDRAMOS,JOSE5D3315:44:2914:26:50VPDVELEZ,MARISSA5D3413:54:1113:22:3720220406856BANDINI BL // SIERRA PINE AV, VERNONTRAFFIC STOP13:24:4804/07/20221015CITESRVDRPTDepartmentOCA NumberRMS JurisVPD CR22-0567 CA0197300VPDMACIEL,CYNTHIA*41E14:10:2113:24:48VPDVASQUEZ,LUIS47E13:44:5614:10:2913:55:40202204068591Page of 204/08/202204:42:12
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/07/202204/07/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220406859FRUITLAND AV // GIFFORD AV, VERNON484RJUANA TORRES14:05:5404/07/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0569 CA0197300VPDMACIEL,CYNTHIA*41E14:10:2414:48:3414:24:33202204068606114 CECILIA, BELL GARDENSLOCATEDMV COMMUNICATIONS14:32:0704/07/2022VREC20220406870ALCOA AV // SLAUSON AV, VERNON20002FRANCISCO RODRIGUEZ19:01:3004/07/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-0570 CA0197300VPD*40E19:03:1519:45:3419:17:50VPD22E19:21:5819:45:33VPDMADRIGAL,ALFONSO31W19:45:3319:23:35MR C TOWMR C TOW19:18:20 19:18:5319:45:3419:23:00* Denotes Primary Unit2Page of 204/08/202204:42:12
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/08/202204/08/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204069023100 SLAUSON, VERNON594NBS CORPORATION02:35:5004/08/20221015RPTDepartmentOCA NumberRMS JurisVPDCR22-0571CA0197300VPDMADRIGAL,ALFONSO*31W02:38:3603:49:2502:41:37VPDESCOBEDO,ALEXY40E03:49:2503:12:49VPDLUCAS,JASONXS03:49:2502:41:39202204069162349 118TH, LOS ANGELESDET07:41:1504/08/20221015VPDENCINAS,ANTHONY*5D3110:57:2907:41:15VPDRAMOS,JOSE5D3310:57:2907:41:34VPDVELEZ,MARISSA5D3410:57:2907:41:36202204069242840 E 26TH, VERNON484RJC SALES09:40:0804/08/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0572CA0197300VPDCERDA,EUGENIO*4109:42:08 09:42:5010:16:1910:06:42202204069415601 DOWNEY RD, VERNON459VRSL HOME FASHION13:56:2204/08/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0573CA0197300VPDCERDA,PAUL,JR*4414:00:55 14:01:4014:49:27 16:58:4714:14:51VPDREDONA,BRYAN3216:46:2716:07:36VPDCAM,PATRICK4814:28:0214:28:0420220406947E 38TH // IRVING, VERNON902TALEX15:00:5304/08/2022RPTCITEDepartmentOCA NumberRMS JurisVPDCR22-0574CA0197300VPDCERDA,PAUL,JR*4415:02:52 15:03:1115:04:02VPDREDONA,BRYAN3215:04:0016:07:3115:07:56202204069501Page of 204/09/202205:37:07
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/08/202204/08/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204069504461 S SANTA FE AV, VERNON20002RHOME PLUS16:55:4704/08/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0575CA0197300VPDREDONA,BRYAN*3216:57:31 16:57:5217:52:1317:03:16202204069522360 E VERNON AV, VERNON911AVERNON ELEMENTARY SCHOOL18:14:5104/08/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0576CA0197300VPDCERDA,PAUL,JR*4418:19:00 18:19:5318:47:3118:25:46202204069544305 S SANTA FE AV, VERNON901TVERNON CITY HALL18:44:1804/08/20221015RPTVICITYDepartmentOCA NumberRMS JurisVPDCR22-0577CA0197300VPDREDONA,BRYAN*3218:44:2819:51:4318:52:11VPDSALDANA,CARLOS40E19:03:3919:03:37VPDCERDA,EUGENIO4118:44:3122:00:1318:45:20VPDCERDA,PAUL,JR4422:01:4518:50:56VPDNEWTON,TODD47W20:28:5519:03:41VPDLANDA,RAFAEL4820:28:1219:03:43VPDLUCAS,JASONXS20:28:5119:33:3620220406964S SANTA FE AV // 52ND, VERNONTRAFFIC STOP22:02:4404/08/20221015RPTDepartmentOCA NumberRMS JurisVPDCR22-0578CA0197300VPDNEWTON,TODD*47W22:33:3622:02:44VPDLANDA,RAFAEL4822:33:3722:10:51202204069674755 E DISTRICT BL, VERNON487RWELL SITE #2022:59:3304/08/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0579CA0197300VPDLANDA,RAFAEL*4823:02:2423:57:0223:07:412Page of 2 04/09/202205:37:07
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/09/202204/09/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407018S SOTO // 54TH, VERNONTRAFFIC STOP21:10:3804/09/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-0581 CA0197300VPDHERNANDEZ,MIGUEL,JR*44E21:45:0621:10:38VPDNEWTON,TODD4021:10:4321:10:45* Denotes Primary Unit1Page of 104/10/202205:42:12
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/10/202204/10/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204070552300 E 57TH, VERNONA207RJETRO CASH AND CARRY17:09:4304/10/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0582 CA0197300VPDLANDA,RAFAEL*4721:45:2117:12:49* Denotes Primary Unit1Page of 104/11/202205:12:14
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/11/202204/11/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204070683305 E 26TH, VERNON594EVONIK00:29:1804/11/20221015VSCITYRPTDepartmentOCA NumberRMS JurisVPD CR22-0583 CA0197300VPDCERDA,PAUL,JR*44E00:31:43 00:32:1303:10:3100:34:33VPDLUCAS,JASON22W00:36:5202:00:5100:43:46VPDLANDA,RAFAEL4700:31:45 00:36:4502:31:0000:39:38VPDCROSS,JEREMYS300:36:31 00:36:3202:47:1800:39:4220220407077E VERNON AV // SOTO ST, VERNON902TMARIA04:53:5004/11/2022CITERPTDepartmentOCA NumberRMS JurisVPD CR22-0584 CA0197300VPDREDONA,BRYAN*31W04:58:20 04:58:4205:31:5205:02:58VPDLANDA,RAFAEL4705:06:0905:25:1705:08:2420220407079DOWNEY RD // DISTRICT BL, VERNON902TT-Mobile USA 888-662-4662 opt 405:38:0804/11/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-0585 CA0197300VPDLANDA,RAFAEL*4705:41:0006:26:0305:44:39VPDREDONA,BRYAN31W05:46:2106:54:3005:56:23202204071113013 BANDINI BL, VERNONGTAREL COWBOY DIST09:28:0004/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0586 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E09:29:4610:28:2509:31:58202204071392154 E 51ST, VERNONFOUND12:34:5904/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0587 CA0197300VPDCEDENO,RUTH*2P812:36:1312:35:06202204071561Page of 304/12/202200:40:02
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/11/202204/11/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204071564380 AYERS AV, VERNON422RROMEO POWER14:11:2504/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0588 CA0197300VPDCERDA,EUGENIO*4114:19:0615:07:1014:24:54VPDHERNANDEZ,MIGUEL,JR47E14:31:3715:02:4414:40:41202204071603275 E VERNON AV, VERNON503RCOAST PACKING15:05:0804/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0589 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E15:07:0116:01:4615:11:5420220407163EXCHANGE AV // DOWNEY RD, VERNONRECCARLA15:25:3404/11/2022VRECVPDREDONA,BRYAN*31W15:31:1816:03:0915:35:45202204071685051 E SLAUSON AV, VERNONRECALL MASTER PRODUCTS16:34:4404/11/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0590 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E16:39:2917:43:0316:49:19202204071702850 E 46TH, VERNON902TREX DISTRIBUTOR16:59:2804/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0591 CA0197300VPDREDONA,BRYAN*31W17:32:3417:05:5520220407173E SLAUSON AV // DOWNEY RD, VERNON901TAT&T MOBILITY 800 635 6840 417:21:3404/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0592 CA0197300VPDREDONA,BRYAN*31W17:32:4018:13:2717:34:25VPDHERNANDEZ,MIGUEL,JR47E18:13:2717:49:52202204071742Page of 304/12/202200:40:02
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/11/202204/11/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407174DOWNEY RD // SLAUSON AV, VERNONTRAFFIC STOP17:50:4504/11/2022VICITERPTDepartmentOCA NumberRMS JurisVPD CR22-0593 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E18:55:0517:50:48VPDREDONA,BRYAN31W18:29:2118:13:46* Denotes Primary Unit3Page of 304/12/202200:40:02
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/12/202204/12/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407218PACIFIC BL // FRUITLAND AV, VERNONMR6007:50:2404/12/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0594 CA0197300VPDGODOY,RAYMOND*26W07:50:46 07:50:4712:03:1207:55:28VPDCEDENO,RUTH2P812:03:1210:49:08VPDGENERA,ELISEO2W4507:52:3209:54:23VPDMADRIGAL,ALFONSO3207:52:1309:55:1907:55:27VPDVASQUEZ,LUIS4410:28:1007:55:39VPD47E08:17:4408:21:32VPDENCINAS,ANTHONY5D3109:54:1308:51:24VPDHERRERA,GUSTAVOL207:53:48 07:54:0210:22:4408:46:5920220407227S SOTO // LEONIS BL, VERNON902T15:25:2704/12/2022RPTCITYDepartmentOCA NumberRMS JurisVPD CR22-0595 CA0197300VPDCERDA,PAUL,JR*31E16:12:5415:25:3420220407228S BOYLE AV // SLAUSON AV, VERNON901TR15:34:4804/12/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-0596 CA0197300VPDVASQUEZ,LUIS*4417:03:4215:34:48VPDGODOY,RAYMOND26W15:45:3816:40:2515:54:31202204072292615 FRUITLAND AV, VERNONGTARSWEET RAIN16:00:3004/12/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0598 CA0197300VPDGODOY,RAYMOND*26W16:40:47 16:40:5118:06:3416:46:3220220407234HOOVER // 32, VERNONDET16:37:0504/12/20221015RPTVPDENCINAS,ANTHONY*5D3120:17:2916:37:05VPDSWINFORD,PHILLIP5D3220:17:2916:56:081Page of 204/13/202200:31:52
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/12/202204/12/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407234HOOVER // 32, VERNONDET16:37:0504/12/20221015RPTVPDRAMOS,JOSE5D3320:17:3016:56:10202204072362833 LEONIS BL, VERNON S/A 115459RACE PAYMENTECH16:48:3704/12/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0597 CA0197300VPDCERDA,PAUL,JR*31E16:52:2517:41:3216:58:31VPDGODOY,RAYMOND26W17:22:4817:03:46VPDVASQUEZ,LUIS4417:03:4817:19:4917:05:46VPDHERRERA,GUSTAVOL216:52:3117:21:1216:58:37202204072403737 S SOTO, VERNON5150MCDONALDS19:13:2304/12/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0599 CA0197300VPD*32W19:15:4020:18:4719:18:01VPD4719:37:5619:19:59VPDSANTOS,DANIELS119:34:2119:19:15* Denotes Primary Unit2Page of 204/13/202200:31:52
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/13/202204/13/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204072922800 S SOTO, VERNONGTARVERNON FIRE STATION 310:07:5604/13/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0601 CA0197300VPDVASQUEZ,LUIS*47W10:10:25 10:10:5310:23:2910:13:24VPDHERNANDEZ,MIGUEL,JR44E10:43:12 10:43:1311:47:4310:50:5820220407294S DISTRICT BL // ATLANTIC BL, VERNON902TASHA JONES10:34:1404/13/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0600 CA0197300VPDGODOY,RAYMOND*32E10:43:19 10:43:4311:41:2410:50:50VPDMACIEL,CYNTHIA31W11:04:3511:41:2411:07:57VPDHERNANDEZ,MIGUEL,JR44E11:04:4211:08:47VPDVASQUEZ,LUIS47W11:04:3711:41:2411:07:55VPDSOUSA,ROBERTOC111:02:3111:05:06202204073062380 E 57TH, VERNON902TFLOW COLD STORAGE13:07:1804/13/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0602 CA0197300VPDMACIEL,CYNTHIA*31W13:11:20 13:11:2013:12:24VPDVASQUEZ,LUIS47W13:12:0913:12:19 13:59:1913:21:0920220407320E VERNON AV // DOWNEY RD, VERNON902TDAN16:32:0604/13/2022RPTVICITECITYDepartmentOCA NumberRMS JurisVPD CR22-0603 CA0197300VPDHERNANDEZ,MIGUEL,JR*44E16:33:22 16:34:1418:28:1016:34:53VPDGODOY,RAYMOND32E18:10:3116:38:08* Denotes Primary Unit1Page of 104/14/202200:26:14
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/14/202204/14/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407332SEVILLE AV // 45TH, VERNONGTAR00:28:5904/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0604 CA0197300VPDESCOBEDO,ALEXY*44W00:29:24 00:29:2901:08:3600:34:00202204073564900 S SOTO, VERNON487RTMOBILE07:12:3104/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0605 CA0197300VPDMACIEL,CYNTHIA*31W07:36:34 07:37:0507:39:18VPDREDONA,BRYAN41W08:30:1408:18:58VPDCAM,PATRICK47E07:39:1608:41:1607:40:3920220407373S SANTA FE AV // VERNON AV, VERNONWELCKDON CORDOVA10:17:1504/14/2022RPT1015DepartmentOCA NumberRMS JurisVPD CR22-0606 CA0197300VPDCERDA,PAUL,JR*44E10:18:29 10:19:0110:57:1810:22:13VPDMACIEL,CYNTHIA31W10:51:1210:51:10VPDREDONA,BRYAN41W10:29:3010:47:13 12:07:1710:30:20VPDGAYTAN,LORENZOS710:25:0310:44:5320220407375E 45TH // SEVILLE AV, VERNONWELCK10:44:5004/14/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-0607 CA0197300VPDGAYTAN,LORENZO*S713:45:1710:44:53VPDMACIEL,CYNTHIA31W13:46:2310:51:15VPDREDONA,BRYAN41W10:47:1614:29:2413:56:48VPDCERDA,PAUL,JR44E11:34:2010:57:22VPDCAM,PATRICK47E10:46:0014:29:2710:49:46VPDSWINFORD,PHILLIP5D3210:53:4013:44:2110:54:27VPDRAMOS,JOSE5D3310:49:0213:44:2710:54:30VPDVELEZ,MARISSA5D3410:53:4213:44:3010:54:32VPDPEREZ,NICKL112:11:5810:49:09VPDHERRERA,GUSTAVOL213:02:3910:53:15MR C TOWMR C TOW14:00:30 14:00:5314:25:1414:14:111Page of 204/15/202205:19:29
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/14/202204/14/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407375E 45TH // SEVILLE AV, VERNONWELCK10:44:5004/14/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-0607 CA0197300USTOWUS TOW13:20:43 13:20:4513:51:1513:29:0820220407381E 46TH // ALCOA AV, VERNON459VRGABRIEL GONZALEZ15:16:4204/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0608 CA0197300VPDCAM,PATRICK*47E15:23:11 15:25:0416:29:2415:37:1220220407383ROSS // 38TH, VERNON901TRBEN16:37:2004/14/2022RPTVICITEDepartmentOCA NumberRMS JurisVPD CR22-0609 CA0197300VPDCAM,PATRICK*47E16:38:4217:25:0017:09:45VPDCERDA,PAUL,JR44E16:39:21 16:39:2118:28:4416:45:54USTOWUS TOW18:00:06 18:02:2718:28:4418:15:05202204073913211 E 44TH, VERNONGTARLINEAGE19:04:2904/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0610 CA0197300VPD*40W19:10:0619:17:35VPDMANNINO,NICHOLAS40E19:45:2819:17:3320220407393SANTA FE//37TH, VERNON20002R19:21:3804/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0611 CA0197300VPDNEWTON,TODD*44W19:41:0819:21:38* Denotes Primary Unit2Page of 204/15/202205:19:29
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/15/202204/15/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204074074604 E 48TH, VERNONGTARIQ PRODUCE03:28:4304/15/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0612 CA0197300VPDMANNINO,NICHOLAS*40E03:31:2903:56:5803:34:2020220407412E DISTRICT BL // CORONA AV, VERNON602ARMANDO05:41:2004/15/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0613 CA0197300VPDNEWTON,TODD*44W05:42:5506:18:0405:57:14VPDMANNINO,NICHOLAS40E05:46:3405:46:42VPDHERNANDEZ,EDWARD4705:42:5705:43:57 06:23:3205:51:41202204074134555 EVERETT AV, VERNON417RT-Mobile USA 888-662-4662 opt 405:43:0404/15/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0614 CA0197300VPDNEWTON,TODD*44W05:44:0305:47:43VPDMANNINO,NICHOLAS40E07:46:0605:46:46VPDHERNANDEZ,EDWARD4705:44:0405:51:3805:47:2820220407428SIERRA PINE AV // 26TH, VERNON20002RARMANDO TELLEZ11:13:5704/15/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0615 CA0197300VPDREDONA,BRYAN*32E11:16:48 11:17:1011:55:4711:22:13202204074402788 E VERNON AV, VERNON902TDANIEL15:11:4204/15/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0616 CA0197300VPDCERDA,EUGENIO*41W15:25:21 15:25:2216:28:4115:31:11202204074454560 LOMA VISTA AV, VERNON20002RMARIA DURAN17:13:4104/15/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-0618 CA0197300VPDREDONA,BRYAN*32E17:16:12 17:16:1317:57:4517:24:28VPDCERDA,EUGENIO41W17:16:1518:24:5217:24:321Page of 204/16/202205:27:21
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/15/202204/15/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204074454560 LOMA VISTA AV, VERNON20002RMARIA DURAN17:13:4104/15/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-0618 CA0197300VPDCERDA,PAUL,JR4417:35:3717:43:3817:41:4720220407449E 55TH // SANTA FE AV, VERNONGTARARELY MARTINEZ17:37:1004/15/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0617 CA0197300VPDCERDA,PAUL,JR*4417:43:4118:53:2917:50:29* Denotes Primary Unit2Page of 204/16/202205:27:21
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/16/202204/16/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407471E 26TH // SANTA FE AV, VERNONPATCK02:11:1604/16/20221015RPTCITEDepartmentOCA NumberRMS JurisVPD CR22-0619 CA0197300VPDLUCAS,JASON*22W02:45:2102:11:16VPDARANA,ANDRE38E02:11:5302:53:4602:14:46VPDNEWTON,TODD4002:11:18 02:11:1902:41:0202:14:39VPDCROSS,JEREMYS302:11:3402:56:4902:12:42202204074723200 E WASHINGTON BL, VERNONREC02:45:1604/16/2022VRECVPDNEWTON,TODD*4003:33:4402:45:16VPDLUCAS,JASON22W02:45:2302:53:4220220407473EVERETT AV // 49TH, VERNONREC03:29:5804/16/2022VRECRPTDepartmentOCA NumberRMS JurisVPD CR22-0620 CA0197300VPDLUCAS,JASON*22W04:52:1603:29:58VPDARANA,ANDRE38E03:30:0104:24:0603:33:50VPDNEWTON,TODD4003:33:4904:08:1103:38:16VPDCROSS,JEREMYS303:32:0104:52:1703:35:22202204075146118 ALCOA AV, VERNON476RTHERMO KING19:33:5604/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0621 CA0197300VPDLUCAS,JASON*2220:06:4419:35:19202204075152916 S SANTA FE AV, VERNON459AFARHAN ENTERPRISES20:01:3104/16/2022RPTVRECDepartmentOCA NumberRMS JurisVPD CR22-0622 CA0197300VPDARANA,ANDRE*38W20:02:46 20:03:0222:51:4020:05:29VPDNEWTON,TODD1Z821:45:0020:33:03VPDLUCAS,JASON2222:51:3920:06:461Page of 204/17/202205:01:13
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/16/202204/16/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204075152916 S SANTA FE AV, VERNON459AFARHAN ENTERPRISES20:01:3104/16/2022RPTVRECDepartmentOCA NumberRMS JurisVPD CR22-0622 CA0197300VPDMADRIGAL,ALFONSO40E20:02:49 20:03:0421:33:5820:07:32VPDCROSS,JEREMYS321:44:5020:05:43* Denotes Primary Unit2Page of 204/17/202205:01:13
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/17/202204/17/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407529STATE // GAGE, HUNTINGTON PARK902THPPD03:40:4804/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0623 CA0197300VPDCROSS,JEREMY*S304:23:4903:42:51VPDARANA,ANDRE38W04:23:4803:43:12VPDMADRIGAL,ALFONSO40E03:42:53 03:42:5404:23:4903:42:5520220407550DOWNEY RD // WASHINGTON BL, VERNONTRAFFIC STOP15:45:3304/17/20221015CITEVSRPTDepartmentOCA NumberRMS JurisVPD CR22-0624 CA0197300VPDMACIEL,CYNTHIA*32E16:33:4515:45:33VPDCAM,PATRICK41W15:51:5416:32:5415:56:17202204075515637 S DISTRICT BL, VERNONREC16:31:2004/17/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0625 CA0197300VPDMACIEL,CYNTHIA*32E16:33:4817:38:5916:40:49VPDCAM,PATRICK41W16:33:4919:47:4016:39:22VPDCERDA,EUGENIO4416:41:1118:43:2716:48:28VPDVILLEGAS,RICHARDXS18:43:1516:51:2820220407557E 46TH // SEVILLE AV, VERNONGTAR19:15:0004/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0626 CA0197300VPDMADRIGAL,ALFONSO*40W19:17:32 19:17:3319:39:2719:19:25VPDSALDANA,CARLOS4419:18:1320:27:2619:23:40202204075583225 E WASHINGTON BL, VERNONREC19:38:4104/17/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0627 CA0197300VPDARANA,ANDRE*38E20:19:2119:38:42VPDMADRIGAL,ALFONSO40W19:39:3219:55:3319:42:241Page of 204/18/202205:15:06
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/17/202204/17/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204075583225 E WASHINGTON BL, VERNONREC19:38:4104/17/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0627 CA0197300VPDDISPATCHDISP20:50:4520:30:07VPDCROSS,JEREMYS319:49:2019:42:15202204075603300 E VERNON AV, VERNONTRAFFIC STOP19:55:2304/17/20221015VIRPTDepartmentOCA NumberRMS JurisVPD CR22-0628 CA0197300VPDCROSS,JEREMY*S321:07:4219:55:24VPDARANA,ANDRE38E20:26:3320:24:41VPDMADRIGAL,ALFONSO40W19:55:3521:45:5319:57:35VPDSALDANA,CARLOS4421:01:4220:27:3020220407574E VERNON AV // SANTA FE AV, VERNONWELCK23:12:1904/17/2022ASSTRPTDepartmentOCA NumberRMS JurisVPD CR22-0629 CA0197300VPDARANA,ANDRE*38E23:14:41 23:14:4223:43:2223:19:06VPDMADRIGAL,ALFONSO40W23:43:2323:20:00VPDSALDANA,CARLOS4423:15:5723:57:1923:16:33* Denotes Primary Unit2Page of 204/18/202205:15:06
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/18/202204/18/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204075862550 S ALAMEDA, VERNON S/A 2544-46459AUNKNOWN03:43:1004/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0630 CA0197300VPDSALDANA,CARLOS*4403:45:25 03:45:5706:17:0803:50:36VPDARANA,ANDRE38E03:45:27 03:45:5904:28:1803:52:17VPDMADRIGAL,ALFONSO40W03:46:0704:35:2003:54:54VPDCROSS,JEREMYS305:00:5603:49:2420220407596E 50TH // BOYLE AV, VERNONUNATTACHEDTRTOLMASOFF EXT 57407:05:0204/18/2022VSDepartmentOCA NumberRMS JurisVPD CR22-0631 CA0197300VPDCEDENO,RUTH*2P807:06:02 07:21:4708:41:5107:26:03202204076024618 PACIFIC BL, VERNON484RFLORES DESIGN08:38:3804/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0632 CA0197300VPDGODOY,RAYMOND*44W08:54:1709:34:2709:07:22202204076072538 S ALAMEDA, VERNON140MARGARITAS PLACE09:14:5304/18/2022RPTVPDVILLEGAS,RICHARD*4009:15:05 09:15:2810:19:1709:25:5220220407612180 N LOS ANGELES ST, VERNONWARRANTLAPD METRO/ LOPEZ10:01:3604/18/2022RPT1015VPDGODOY,RAYMOND*44W10:04:24 10:16:3511:38:5210:27:39202204076144901 FRUITLAND AV, VERNON476RAMERICAN ELECTRIC10:25:5904/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0633 CA0197300VPDMACIEL,CYNTHIA*41E10:27:1911:25:5010:44:47202204076191Page of 204/19/202202:34:33
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/18/202204/18/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204076194635 FRUITLAND AV, VERNON594RINTERNANTIONAL TRADING11:08:3504/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0634 CA0197300VPDVILLEGAS,RICHARD*4011:13:1211:49:2411:19:51202204076431200 S BRANNICK AVE, LOS ANGELESLOCATEMR C`S TOW21:48:5004/18/2022VRECRPTVPDRECORDS BUREAU*RECD22:18:4621:53:35* Denotes Primary Unit2Page of 204/19/202202:34:33
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/19/202204/19/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204076773150 E 46TH, VERNON586THE HUNDREDS09:08:5604/19/2022GOAVSDepartmentOCA NumberRMS JurisVPD CR22-0636 CA0197300VPDCEDENO,RUTH*2P810:21:1412:24:4710:26:43202204076904618 PACIFIC BL, VERNON487RFLORES DESIGN10:54:5004/19/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0635 CA0197300VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY*4410:57:1711:38:2811:02:18VPDVILLEGAS,RICHARD32W11:02:2511:06:46202204077095182 MALABAR, VERNON487RTACOS EL GAVILAN14:48:1304/19/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0637 CA0197300VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY*4414:50:0115:33:4015:02:55* Denotes Primary Unit1Page of 104/20/202200:10:50
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/20/202204/20/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407744S SANTA FE AV // 38TH, VERNON901T06:17:0904/20/2022ORRPTDepartmentOCA NumberRMS JurisVPD CR22-0638 CA0197300VPDHERNANDEZ,EDWARD*31W06:17:41 06:18:0007:00:5106:18:31VPDLANDA,RAFAEL4406:44:1006:23:19VPDESCOBEDO,ALEXY47E06:24:5206:24:56USTOWUS TOW06:25:49 06:25:5006:58:3606:33:45202204077584305 S SANTA FE AV, VERNONMR6009:31:3304/20/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0639 CA0197300VPDRAMOS,JOSE*5d3310:51:0909:32:4220220407765LEONIS BL // SEVILLE AV, VERNONREC10:29:4304/20/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0640 CA0197300VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY*4110:30:1311:05:5310:29:43VPDGODOY,RAYMOND40W11:11:5110:30:11MR C TOWMR C TOW10:36:26 10:36:5511:05:5110:45:5820220407783LOMA VISTA AV // 50TH, VERNON902TDAVID CHAMBERS16:24:1004/20/2022RPTCITYDepartmentOCA NumberRMS JurisVPD CR22-0641 CA0197300VPDCERDA,PAUL,JR*32E16:26:18 16:26:3816:27:30VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY4116:27:2817:58:2216:34:06202204077984700 48TH, VERNONUNATTACHEDTRUKNOWN21:50:1804/20/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-0642 CA0197300VPDMADRIGAL,ALFONSO*31E22:37:4421:50:19MR C TOWMR C TOW22:10:56 22:11:3722:37:4422:33:50* Denotes Primary Unit1Page of 104/21/202205:06:48
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/21/202204/21/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204078292801 LEONIS BL, VERNON484R10:52:4604/21/2022RPT1015DepartmentOCA NumberRMS JurisVPD CR22-0643 CA0197300VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY*44E10:54:00 10:54:0113:03:4910:57:27VPDREDONA,BRYAN/HERNANDEZ,MELISSA A32W11:13:3911:00:44VPDCAM,PATRICK40E12:22:4811:00:34VPDCERDA,PAUL,JR41W12:17:4610:54:36VPDRAMOS,JOSE5D3311:25:1811:06:39VPDVELEZ,MARISSA5D3411:25:2911:06:37VPDOURIQUE,CARLOS5D3511:25:2111:06:11VPDHERRERA,GUSTAVOL212:52:0711:04:25202204078402045 E VERNON AV, VERNONGTARLINEAGE VERNON13:33:2504/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0644 CA0197300VPDCERDA,PAUL,JR*41W14:18:45 14:18:4515:21:0414:21:52202204078413031 E VERNON AV, VERNON459RAMPM13:39:5304/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0645 CA0197300VPDREDONA,BRYAN/HERNANDEZ,MELISSA A*32W13:45:0113:48:42 15:02:1014:22:30202204078443251 LEONIS BL, VERNON476RPJY INTIMO14:39:1304/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0646 CA0197300VPDCAM,PATRICK*40E15:09:4414:55:40202204078453305 E VERNON AV, VERNON902TFANNY GALLEGOS15:02:5504/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0647 CA0197300VPDREDONA,BRYAN/HERNANDEZ,MELISSA A*32W15:05:29 15:05:5015:54:2815:11:28VPDCAM,PATRICK40E15:09:5215:22:5515:17:46202204078551Page of 204/22/202204:54:49
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/21/202204/21/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407855S SOTO // FRUITLAND AV, VERNONREC16:52:3904/21/2022VREC1015SOWDepartmentOCA NumberRMS JurisVPD CR22-0648 CA0197300VPDCAM,PATRICK*40E16:56:28 16:56:3018:40:2416:56:50VPDREDONA,BRYAN/HERNANDEZ,MELISSA A32W18:43:1016:56:47VPDCERDA,PAUL,JR41W16:56:3217:08:4717:07:11VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY44E16:56:5317:09:1717:07:09USTOWUS TOW18:03:55 18:03:5618:52:4718:16:54202204078585190 S SANTA FE AV, VERNONGTARSALLY KAY GROUP INC17:33:2204/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0649 CA0197300VPDCERDA,PAUL,JR*41W17:45:50 17:46:0917:47:00VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY44E17:46:5719:04:0817:50:27202204078593005 BANDINI BL, VERNON484RDIRECT SOURCE17:46:3204/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0650 CA0197300VPDCERDA,PAUL,JR*41W17:48:25 17:49:0618:28:0417:54:01202204078682400 E 30TH, VERNONPLATEFTP21:20:2204/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0651 CA0197300VPDMANNINO,NICHOLAS*31W21:22:4922:11:3721:23:50VPDESCOBEDO,ALEXY3221:22:5121:33:58VPDNEWTON,TODD47E21:22:5321:26:4821:25:04VPDSANTOS,DANIELS121:33:5621:25:13VPDESTRADA,IGNACIOS221:33:5421:27:04* Denotes Primary Unit2Page of 204/22/202204:54:49
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/22/202204/22/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407883DOWNEY RD // LEONIS BL, VERNON902TPASSERBY04:21:3204/22/2022RPTORCITEDepartmentOCA NumberRMS JurisVPD CR22-0652 CA0197300VPDNEWTON,TODD*47E04:22:4404:58:2304:29:24VPDMANNINO,NICHOLAS31W04:58:3404:27:55VPDESCOBEDO,ALEXY3204:30:1804:54:2804:32:2020220407885BAKELINE // CERRITOS, AZUSALOCATEROYAL COACHES TOW05:08:0504/22/2022VRECVPDRECORDS BUREAU*RECD05:34:3105:29:50202204078956118 ALCOA AV, VERNON594RTK SERVICES08:28:5804/22/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0654 CA0197300VPDCAM,PATRICK*40E08:55:48 08:56:1411:10:3609:31:1220220407898S SOTO // 26TH, VERNON92509:06:0904/22/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0653 CA0197300VPDCERDA,PAUL,JR*4409:10:12 09:10:1210:22:4909:13:32VPD3109:11:2210:16:1309:14:23VPDREDONA,BRYAN/HERNANDEZ,MELISSA A31W09:14:3909:14:33VPDCERDA,EUGENIO41W09:51:4509:24:33VPDMACIEL,CYNTHIA/FLORES,TERESAMET111:46:1809:15:54VPDONOPA,DANIELS509:11:0809:24:2409:13:3920220407919MAYWOOD AV // DISTRICT BL, VERNON902TBYRON LOPEZ16:37:3804/22/2022RPTCITEDepartmentOCA NumberRMS JurisVPD CR22-0655 CA0197300VPDCERDA,PAUL,JR*4416:38:54 16:39:1316:40:09VPDHERNANDEZ,MELISSA A3116:40:2117:42:3616:50:321Page of 204/23/202205:02:14
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/22/202204/22/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220407931FRUITLAND AV // PACIFIC BL, VERNONWELCK21:49:5004/22/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-0656 CA0197300VPDMANNINO,NICHOLAS*43W21:51:4922:37:4521:53:20VPDARANA,ANDRE40W22:10:1622:19:55VPDSALDANA,CARLOS/ESCARPE,ALAN41E21:52:3322:10:1921:55:27202204079382020 E 25TH, VERNONRECCHRIS AND CAROL APPAREL22:39:2304/22/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0657 CA0197300VPDSALDANA,CARLOS/ESCARPE,ALAN*41E00:00:1422:39:24* Denotes Primary Unit2Page of 204/23/202205:02:14
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/23/202204/23/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204079662939 BANDINI BL, VERNONPATCK09:59:2204/23/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0658 CA0197300VPDCAM,PATRICK*4111:38:3809:59:22VPDREDONA,BRYAN/HERNANDEZ,MELISSA A3210:41:5011:04:5110:47:01VPDFLORES,TERESA40E09:59:2811:05:3510:00:4320220407978S BOYLE AV // LEONIS BL, VERNON901AT&T MOBILITY 800 635 6840 412:33:2004/23/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0659 CA0197300VPDFLORES,TERESA*40E12:34:5013:55:3512:35:26VPDMACIEL,CYNTHIA31W13:55:0612:38:53VPDREDONA,BRYAN/HERNANDEZ,MELISSA A3213:59:4112:37:57VPDCAM,PATRICK4113:07:1212:39:58202204080012845 E 26TH, VERNON594RCALIFORNIA BAZAR20:47:0204/23/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0660 CA0197300VPDSALDANA,CARLOS/ESCARPE,ALAN*3221:58:0720:47:03VPDNEWTON,TODD40W20:47:5321:25:4820:50:45VPDCROSS,JEREMYS321:03:4222:06:37202204080021320 CALADA ST, LOS ANGELESLOCATEUNK21:53:2904/23/2022VRECVPDRECORDS BUREAU*RECD23:24:0221:56:58* Denotes Primary Unit1Page of 104/24/202205:06:45
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/24/202204/24/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220408021S SOTO // 26TH, VERNON901TPASSERBY06:03:2904/24/2022RPTVSORDepartmentOCA NumberRMS JurisVPD CR22-0661 CA0197300VPDLUCAS,JASON*22E06:04:32 06:04:4807:19:1506:08:12VPDSALDANA,CARLOS/ESCARPE,ALAN3206:06:0107:19:1006:06:55VPDNEWTON,TODD40W06:04:33 06:04:5006:48:3906:08:5820220408031SLAUSON AV // BICKETT, VERNONTRAFFIC STOP10:26:5404/24/2022RPT1015DepartmentOCA NumberRMS JurisVPD CR22-0662 CA0197300VPDMACIEL,CYNTHIA*41W10:52:1010:26:5420220408036SEVILLE AV // 45TH, VERNONVCK12:40:3404/24/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-0663 CA0197300VPDMACIEL,CYNTHIA*41W13:21:4712:40:3420220408057SOTO // OLYMPIC, VERNONTRAFFIC STOP17:52:1604/24/2022RPT1015VSVRECDepartmentOCA NumberRMS JurisVPD CR22-0664 CA0197300VPDFLORES,TERESA*40E19:34:2917:52:16VPDMACIEL,CYNTHIA41W17:54:2719:11:3017:55:56VPDCERDA,EUGENIO4718:03:3117:57:49* Denotes Primary Unit1Page of 104/25/202205:24:38
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/25/202204/25/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220408085S SOTO // 37TH, VERNON2000101:41:0204/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0665 CA0197300VPDMADRIGAL,ALFONSO*41W01:44:16 01:44:1902:22:5601:45:31VPDSALDANA,CARLOS/ESCARPE,ALAN3201:44:4002:14:3801:45:48VPDARANA,ANDRE40E01:44:18 01:44:2002:22:5401:54:07202204080982800 S SOTO, VERNONGTARFIRE STATION 306:53:1204/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0666 CA0197300VPD CR22-0667 CA0197300VPD*41E06:58:48 06:58:4908:32:5907:11:17VPDFLORES,TERESA32W07:15:37 07:15:4707:52:1107:27:23VPDMACIEL,CYNTHIA4007:52:0207:45:03202204081022820 LUGO ST, LOS ANGELESREC07:58:0104/25/2022VRECORVPDFLORES,TERESA*32W08:59:2107:58:01VPDMACIEL,CYNTHIA4008:19:5708:02:15VPDGODOY,RAYMOND41E08:33:0908:33:1220220408116BANDINI BL // INDIANA, VERNON902TR10:41:0704/25/2022RPTCITYORDepartmentOCA NumberRMS JurisVPD CR22-0668 CA0197300VPDSWINFORD,PHILLIP*2610:41:59 10:42:0011:20:4510:44:29VPDOURIQUE,CARLOS3110:42:0211:11:4210:45:03VPDFLORES,TERESA32W11:21:0410:50:26202204081182618 FRUITLAND AV, VERNONGTARLAT LLC10:46:2704/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0669 CA0197300VPDOURIQUE,CARLOS*3111:11:59 11:12:0512:20:5711:22:241Page of 304/26/202203:34:36
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/25/202204/25/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204081299301 ATLANTIC, SOTUH GATE S/A 19422R13:12:2404/25/2022RPT1015DepartmentOCA NumberRMS JurisVPD CR22-0670 CA0197300VPDGODOY,RAYMOND*41E13:58:1013:13:02202204081324875 PACIFIC BL, VERNON58613:20:3904/25/2022CITEVOIDDepartmentOCA NumberRMS JurisVPD CR22-0671 CA0197300VPDCEDENO,RUTH*2P813:55:0213:20:3920220408134DOWNEY RD // VERNON AV, VERNON901TVERIZON WIRELESS 1-800-451-524213:43:4104/25/2022RPTVSORDepartmentOCA NumberRMS JurisVPD CR22-0672 CA0197300VPDFLORES,TERESA/SALDANA,CARLOS*32W13:45:37 13:45:3814:35:0513:46:29VPDSWINFORD,PHILLIP2613:46:0814:35:5713:50:27VPDCEDENO,RUTH2P813:55:0714:41:3114:01:00202204081362263 E VERNON AV, VERNON901T14:34:4704/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0673 CA0197300VPDFLORES,TERESA/SALDANA,CARLOS*32W14:35:31 14:35:3215:17:1814:37:19VPDSWINFORD,PHILLIP2614:36:0114:58:5214:43:1020220408137S SOTO // BANDINI BL, VERNON902T14:58:1304/25/2022RPTCITYDepartmentOCA NumberRMS JurisVPD CR22-0674 CA0197300VPDSWINFORD,PHILLIP*2614:58:5315:50:0415:00:42VPDRAMOS,JOSE5D3315:03:5915:50:04202204081382440 E 38TH, VERNON459RMAX WHOLESALE IMPORT15:22:1004/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0675 CA0197300VPDOURIQUE,CARLOS*3115:33:02 15:33:0316:36:4915:33:522Page of 304/26/202203:34:36
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/25/202204/25/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204081562916 S SANTA FE AV, VERNON459AFARHAN ENTERPRISES23:24:2404/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0677 CA0197300VPDLANDA,RAFAEL*4723:25:55 23:26:1901:47:4723:28:40VPDMADRIGAL,ALFONSO26E23:25:57 23:26:2200:48:5923:28:44VPD31W23:30:0401:56:5723:33:09VPDSANTOS,DANIELS100:15:1223:30:58* Denotes Primary Unit3Page of 304/26/202203:34:36
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/26/202204/26/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204081582800 S SOTO, VERNON602WILLIE/STATION A00:08:3204/26/2022RPT1015DepartmentOCA NumberRMS JurisVPDCR22-0676CA0197300VPDSANTOS,DANIEL*S100:15:2401:05:4600:16:16VPDMADRIGAL,ALFONSO26E02:30:3800:49:06VPD31W00:17:0701:07:5100:20:1720220408162DOWNEY RD // SLAUSON AV, VERNON902TAT&T MOBILITY 800 635 6840 401:46:5604/26/2022RPTCITYDepartmentOCA NumberRMS JurisVPDCR22-0678CA0197300VPDLANDA,RAFAEL*4701:47:5102:39:3601:51:58VPDMADRIGAL,ALFONSO26E02:30:4302:39:3602:32:33VPDHERNANDEZ,EDWARD31W01:57:0302:39:3602:03:24MR C TOWMR C TOW02:02:37 02:02:3802:04:12VPDSANTOS,DANIELS102:39:3701:59:49202204081773185 E WASHINGTON BL, VERNONREC07:48:2404/26/2022VRECVPDFLORES,TERESA*31E07:56:24 07:56:2508:32:0908:07:09202204081805708 ALCOA AV, VERNON594AT&T MOBILITY 800 635 6840 408:12:2404/26/2022RPT1015DepartmentOCA NumberRMS JurisVPDCR22-0679CA0197300VPDGAYTAN,LORENZO*S708:15:35 08:15:3709:03:3508:22:36VPDMACIEL,CYNTHIA40W08:15:4809:01:2208:19:40VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY4708:16:4609:21:5808:22:03202204081873475 LIBERTY, SOUTHGATEDPTAST09:56:1404/26/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0680CA0197300VPDCERDA,EUGENIO*4811:22:47 12:38:0609:56:21202204081901Page of 204/27/202200:32:49
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/26/202204/26/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204081901840 E 27TH, VERNON594RPERFORMANCE DESIGN11:34:1604/26/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0681CA0197300VPDMACIEL,CYNTHIA*40W11:35:5012:12:1711:47:40202204081984415 BANDINI BL, VERNON415GTS12:58:2804/26/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0682CA0197300VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY*4716:48:2813:03:58VPDMACIEL,CYNTHIA40W13:34:5813:14:03202204082049805 STANFORD AVE, SOUTHGATEDPTAST13:50:3304/26/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0683CA0197300VPDCAM,PATRICK*4314:33:1113:51:00202204082085401 HOOPER, VERNONLOCATELAPD/ US TOW14:36:1804/26/2022VREC202204082144305 S SANTA FE AV, VERNONFOUND16:22:1604/26/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-0684CA0197300VPDSWINFORD,PHILLIP*5D3217:16:0616:22:16202204082161261 E 92ND, VERNONDET17:15:5604/26/20221015RPTVPDSWINFORD,PHILLIP*5D3219:58:0417:16:13VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY4718:38:2718:38:38VPDVELEZ,MARISSA5D3419:58:0517:17:39VPDOURIQUE,CARLOS5D3519:58:0517:17:382Page of 204/27/202200:32:49
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/27/202204/27/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204082433359 E 50TH, VERNONAGTARAA GLOBAL05:20:1104/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0685 CA0197300VPDESCOBEDO,ALEXY*40E05:21:30 05:21:5005:51:1305:26:07202204082513308 BANDINI BL, VERNON484VERNON TRUCK WASH10:00:2904/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0686 CA0197300VPDCERDA,PAUL,JR*41E10:01:30 10:02:0011:37:2910:05:23VPDGODOY,RAYMOND43W10:01:28 10:02:0210:21:2910:10:57202204082522242 E 49TH, VERNON487RMAYN YOUNG10:14:4004/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0687 CA0197300VPDGODOY,RAYMOND*43W10:21:2910:47:52202204082542528 E 37TH, VERNONPLATERANCHO FOODS10:44:2804/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0688 CA0197300VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY*4811:29:2710:48:10202204082614305 S SANTA FE AV, VERNON166RBALTAZAR GALLARDO12:23:2604/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0689 CA0197300VPDGODOY,RAYMOND*43W12:25:39 12:25:4212:26:42VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY4813:49:0112:26:3420220408269E 45TH // SEVILLE AV, VERNON917A14:47:1104/27/2022VSDepartmentOCA NumberRMS JurisVPD CR22-0690 CA0197300VPDGODOY,RAYMOND*43W15:12:0914:47:11202204082751Page of 204/28/202200:35:31
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/27/202204/27/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204082753225 E WASHINGTON BL, VERNONGTARARCADIA INC16:26:1104/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0691 CA0197300VPDGODOY,RAYMOND*43W16:27:3216:28:44VPDCERDA,PAUL,JR41E16:28:4217:09:0716:42:5420220408281E DISTRICT BL // LOMA VISTA AV, VERNONGTARIGNACIO RAMIREZ17:01:5904/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0692 CA0197300VPDGODOY,RAYMOND*43W17:07:2117:08:09VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY4817:48:3017:08:04* Denotes Primary Unit2Page of 204/28/202200:35:31
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/28/202204/28/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204083144020 BANDINI BL, VERNON487RBAKER COMMODITIES07:50:1904/28/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0693 CA0197300VPDREDONA,BRYAN/HERNANDEZ,MELISSA A*43W07:57:3309:23:5908:14:06202204083442528 E 37TH, VERNON476R14:13:0404/28/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0694 CA0197300VPD CR22-0695 CA0197300VPDREDONA,BRYAN/HERNANDEZ,MELISSA A*43W14:13:5815:32:5814:15:45VPDVASQUEZ,LUIS/GONZALEZ,BRITTANY4414:15:2015:00:5314:18:24VPDVELEZ,MARISSA5D3414:14:4615:00:3114:16:25202204083474260 CHARTER AV, VERNONGTAR15:48:4004/28/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0696 CA0197300VPDREDONA,BRYAN/HERNANDEZ,MELISSA A*43W15:50:49 15:51:1217:04:3216:11:53VPDCAM,PATRICK41E16:28:0115:53:20* Denotes Primary Unit1Page of 104/29/202205:02:41
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/29/202204/29/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220408389DOWNEY RD // FRUITLAND AV, VERNON901T08:08:4504/29/2022CHPRPTCPADepartmentOCA NumberRMS JurisVPD CR22-0697 CA0197300VPDCERDA,PAUL,JR*4408:51:3009:35:0308:08:45VPDREDONA,BRYAN/HERNANDEZ,MELISSA A3108:37:1508:09:36VPD40E08:09:0309:31:07 08:37:1608:16:32VPDCERDA,EUGENIO48W09:31:09 08:37:1608:16:2820220408398S SANTA FE AV // PACIFIC BL, VERNON902TVERIZON WIRELESS 1-800-451-524209:32:3304/29/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0698 CA0197300VPDCERDA,EUGENIO*48W09:33:5010:59:4909:35:39202204084032828 S ALAMEDA, VERNON242T-Mobile USA 888-662-4662 opt 411:10:3304/29/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0699 CA0197300VPDCERDA,EUGENIO*48W11:11:4312:14:0011:15:43VPDREDONA,BRYAN/HERNANDEZ,MELISSA A3111:15:2613:02:4911:16:00VPDCAM,PATRICK47E12:22:2011:47:26VPDONOPA,DANIELS512:01:3311:13:12202204084073001 E 44TH, VERNON484R12:15:0804/29/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0700 CA0197300VPDCAM,PATRICK*47E12:26:0813:10:3012:29:57202204084092424 E 26TH, VERNONSRMET13:13:5604/29/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0701 CA0197300VPDFLORES,TERESA*MET116:46:3913:13:56VPDCERDA,EUGENIO48W13:20:1014:31:1713:23:51202204084171Page of 204/30/202205:26:45
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/29/202204/29/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204084173049 E VERNON AV, VERNONMR60FARMER JOHN15:51:1304/29/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0702 CA0197300VPDCAM,PATRICK*47E15:54:37 15:54:5916:33:4415:57:1420220408419BANDINI BL // ATLANTIC BL, VERNON901TCHP16:27:4904/29/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-0703 CA0197300VPDCERDA,EUGENIO*48W16:28:5417:27:0616:32:03VPDREDONA,BRYAN/HERNANDEZ,MELISSA A3116:29:5517:30:2416:40:31VPDCAM,PATRICK47E16:33:5017:30:2716:40:33202204084224305 S SANTA FE AV, VERNON166R17:33:1204/29/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0704 CA0197300VPDCERDA,PAUL,JR*4418:47:0117:38:20202204084332000 E 25TH, VERNONVCK21:10:3304/29/2022VSDepartmentOCA NumberRMS JurisVPD CR22-0705 CA0197300VPDNEWTON,TODD*4821:46:0321:10:33* Denotes Primary Unit2Page of 204/30/202205:26:45
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/30/202204/30/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202204084603308 BANDINI BL, VERNONREC10:08:0604/30/2022RPTVSVRECDepartmentOCA NumberRMS JurisVPD CR22-0706 CA0197300VPD CR22-0707 CA0197300VPDCERDA,EUGENIO*47E11:37:0210:08:29VPDREDONA,BRYAN/HERNANDEZ,MELISSA A4110:08:4911:42:5810:11:13VPDFLORES,TERESA44W10:20:0010:41:4910:21:07MR C TOWMR C TOW10:54:10 10:56:1411:43:0411:06:39VPDONOPA,DANIELS510:21:5910:29:09USTOWUS TOW10:36:24 10:36:2411:43:0211:06:40202204084613280 E 44TH, VERNON273.5R10:23:3904/30/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-0708 CA0197300VPDFLORES,TERESA*44W10:42:0813:28:0110:54:51202204084753575 ROSS, VERNONREC18:11:5404/30/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-0709 CA0197300VPDFLORES,TERESA*44W18:46:4718:11:54USTOWUS TOW18:24:12 18:24:3818:46:4818:35:21202204084785563 ALCOA AV, VERNON925MOCHIS20:14:4704/30/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-0710 CA0197300VPDMACIEL,CYNTHIA*43E20:18:06 20:18:5321:38:1820:27:26VPDARANA,ANDRE38W20:33:2221:44:0520:35:40VPDSALDANA,CARLOS/ESCARPE,ALAN4820:18:07 20:18:5422:28:2620:25:34VPDCROSS,JEREMYS320:33:2421:07:2120:35:54202204084811Page of 205/02/202205:05:47
VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:04/30/202204/30/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20220408481E DISTRICT BL // GIFFORD AV, VERNON20001T-Mobile USA 888-662-4662 opt 421:33:0104/30/20221015VIVSRPTDepartmentOCA NumberRMS JurisVPD CR22-0711 CA0197300VPDCROSS,JEREMY*S321:35:30 21:37:5700:59:3221:44:03VPDARANA,ANDRE38W23:38:0921:44:08VPDMACIEL,CYNTHIA43E21:38:1904:37:2621:40:29VPDSALDANA,CARLOS/ESCARPE,ALAN4800:59:2922:34:39MR C TOWMR C TOW22:48:17 22:48:1804:34:1122:58:07* Denotes Primary Unit2Page of 205/02/202205:05:47
City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 21, 2022
SUBJECT
Quarterly City Housing Report
Recommendation:
Receive and file the June 2022 City Housing Quarterly Report.
Background:
Staff presented this Quarterly City Housing Report, for the period from March 2022 through
May 2022, to the Vernon Housing Commission at the Commission's June 8, 2002 meeting.
The report highlights rent, occupancy, inspections and repairs.
Fiscal Impact:
There is no fiscal impact associated with the report.
Attachments:
1. Quarterly Housing Report - June 2022
Vernon Housing
Commission
June 8, 2022
Daniel Wall -Director of Public Works
Quarterly Report
Overview
2
1.Rent Register
2.Occupancy
3.Summary of Calls Received
4.Operations
5.Advertising
6.Closing
Public Works effectively manages City-owned
housing and strives to provide outstanding service
to its tenants.
Rent Register
●Outstanding balance as of 6/2/2022, is $23,285.80*
●City has been compliant with COVID-19 Notice Process
●CA COVID-19 Rent Relief Program closed on 5/31/2022
○Two Vernon Tenants initiated the application process
prior to the deadline
○City has responded to requests for information on
Vernon tenants that applied for State rental assistance
○COVID-19 Tenant protections remain in place
3
*Outstanding balance includes June rent due on 6/1/2022. Updated figure will be
provided to the VHC on 6/8/2022 to reflect June rent payments received to date.
Outstanding balance also includes unit in lease termination process.
Occupancy
Block Properties Occupied Available
Furlong 10 9 4324 Furlong
50th 8 7 3382 50th
Fruitland 6 5 3357 Fruitland
Vernon 2 2 None*
*Lease Termination Process
Summary of Calls Received
5
Month Calls
Received
Types of Calls Avg. Days
To
CompleteRepairsQuestionsHousing
Inquiries Other
March 6 6 0 0 0 <1 day
April 1 1 0 0 0 <1 day
May 6 6 0 0 0 < 1 day
Totals 13 13 0 0 0 < 1 day
Operations
●All service requests addressed
●Evaluating solutions to address
trespassing concerns affecting
Vernon Avenue units
●April 2022 safety inspections
conducted
6
Advertising
7
●Housing Interest Form continually
available on City’s Website
●Available housing units
advertised in accordance with
VHC Procedures
○Posted at City Hall
○Posted on the City’s Website
○Advertised in local newspaper
publication
○Broadcast on City’s social
media platforms
●Lottery for available units
scheduled for Special VHC
meeting on 6/29/2022
Public Works:
1.Follows established VHC Policies and Procedures in
management practices including filling vacancies via lottery
2.Actively inspects and maintains City-owned residential
properties in accordance with best practices for landlords
3.Manages housing costs in a fiscally responsible manner within
the budget approved by the City Council
4.Stays abreast of current issues impacting City-owned
properties and tenants (environmental, rental assistance,
COVID-19 etc.)
5.Engages tenants through proactive and legally compliant
communications to inform of actions and invite feedback
8
In Closing...
City Council Agenda Item Report
Submitted by: John Lau
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022
SUBJECT
Warehouse Special Parcel Tax Rate Adjustment for Fiscal Year 2022-2023
Recommendation:
A. Adopt Resolution No. 2022-19 determining the Warehouse Special Parcel Tax levied for
Fiscal Year (FY) 2022-2023 pursuant to Municipal Code Section 3.20.010; and
B. Approve and authorize the Director of Finance to execute an Agreement for Billing of
Direct Assessments (Warehouse Special Parcel Tax) with the County of Los Angeles
Auditor-Controller’s Office, in substantially the same form as submitted, for the collection
and distribution of the Warehouse Special Parcel Tax for FY 2022-2023.
Background:
Ordinance No. 1057 was submitted to the electorate and duly approved at the April 14, 1998
Municipal Election, authorizing a special parcel tax be levied on all parcels improved with a
warehouse, truck terminal, freight terminal, and other distribution facilities at $1.00 per 100
square feet of gross land area. On November 16, 1999 the electorate duly approved
Ordinance No. 1076 establishing a new maximum tax rate for the warehouse special parcel
tax at $20.00 per 100 square feet of gross land area, adjusted annually based upon increases
in the Consumer Price Index for All Urban Consumers (CPI-U), All Items Index, Los Angeles-
Anaheim-Riverside Area (1982-84=100) (CPI) for the twelve-month period ending March 31 of
each year. Proceeds of the warehouse special parcel tax may be expended only on: (i)
construction, improvement and maintenance of streets, bridges and other public rights-of-way,
including acquisition of land, and; (ii) police and fire protection services. The electorate
expanded the use of the proceeds to include police and fire protection services at an election
on August 31, 2010, which was adopted and ratified Resolution No. 2010-133. The provisions
for the Warehouse Special Parcel Tax imposed by the aforementioned Ordinances are
codified in Section 3.20.010 of the Vernon Municipal Code (VMC).
The Warehouse Special Parcel Tax (Warehouse Tax) is collected annually for each parcel or
part of a parcel in Vernon that is subject to the Warehouse Tax as an Assessment in the Los
Angeles County Property Tax Bill. However, the City Council sets the rate of the Warehouse
Tax each year. The City Council must choose a rate that is not greater than the maximum tax
rate for the fiscal year. Resolution No. 2021-22 set the rate at $34.260 per 100 square feet of
gross area of land for FY 2021-2022.
FY 2022-2023 MAXIMUM WAREHOUSE TAX RATE CALCULATION
Applying the CPI (Attachment 3) in the manner required by Section 3.20.010(d)(2) of the VMC,
staff calculated the maximum Warehouse Tax rate for FY 2022-2023 to be $37.173 per 100
square feet of gross area of land.
The calculations are as follows:
Multiply the tax rate ($20.00) by a fraction, the numerator of which is the CPI on the
adjustment date and the denominator of which is the CPI for the period ending March 31, 1999
CPI March 31, 1999 = 165.00
CPI March 31, 2022 = 306.679
$20(306.679/165.0) = $37.173 per 100 square feet of gross area of land or $0.37173 per
square foot of gross area of land. The maximum Warehouse Tax rate for FY 2022-2023 is an
approximate increase of 85.87% over the 1999 rate and approximately 8.50% over the FY
2021-2022 rate. Given the year over year increase of the CPI rate and pursuant to VMC
Section 3.20.010(d), staff recommends that City Council impose a lower rate of $35.716
per 100 square feet of gross area of land, an increase of approximately 4.25% over the
2021 rate.
Pursuant to VMC Section 3.20.010(j), the tax is collected on the County of Los Angeles'
Property Tax Bill. An agreement is required by the County of Los Angeles Auditor-Controller's
Office for the City of Vernon to use the County's collection services. Pursuant to VMC Section
3.32.110 et seq., competitive bidding and competitive selection are not required because the
services are provided by a government entity, and because the entity is the sole service
provider. The Agreement for Billing of Direct Assessments (Warehouse Special Parcel Tax)
was reviewed and approved as to form by the City Attorney's Office.
Staff recommends that the City Council adopt the resolution setting the Warehouse Tax at the
rate of $35.716 per 100 square feet of gross area of land for FY 2022-2023 and approve and
authorize the Director of Finance to execute an Agreement for Billing of Direct Assessments
(Warehouse Special Parcel Tax) with the County of Los Angeles Auditor-Controller's Office for
the collection and distribution of the Warehouse Special Parcel Tax for FY 2022-2023.
Fiscal Impact:
Based on the proposed rate adjustment of $35.716 per 100 square feet of gross area of land,
and by implementing the recommended action, the City's Warehouse Tax revenue will
increase from approximately $12.8 million to approximately $13.3 million, providing an
additional $500,000 for the FY 2022-2023 budget.
The County of Los Angeles Auditor-Controller charges $0.25 per assessment per parcel, plus
$50 processing fee for FY 2022-2023. Corrections of direct assessments will be charged at a
rate of $13 per parcel. Direct Assessment billing charges are deducted from revenues
forwarded by the County to the City on the December 20th advanced distribution. The
estimated total cost, based upon the parcels subject to the Warehouse Tax is $173.
Attachments:
1. Resolution No. 2022-19
2. Agreement for Billing of Direct Assessments (Warehouse Special Parcel Tax)
3. Bureau of Labor Statistics Data
RESOLUTION NO. 2022-19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
DETERMINING THE WAREHOUSE SPECIAL PARCEL TAX LEVIED FOR
FISCAL YEAR 2022-2023 PURSUANT TO VERNON MUNICIPAL CODE SECTION 3.20.010
SECTION 1. Recitals.
A.Vernon Municipal Code Section 3.20.010 authorizes a special parcel tax (Tax) onwarehouses, truck terminals, freight terminals, and railroad facilities or other distributionfacilities to fund: 1) construction, improvement and maintenance of streets, bridges, and
other public rights-of-way, including acquisition of land; and 2) police and fire protectionservices.
B.Vernon Municipal Code Section 3.20.010(e) requires that the City Councildetermine, for each fiscal year, by ordinance or resolution, the amount of the Tax to be
imposed on each parcel subject to the Tax, which shall not exceed the maximum specialtax rate established in Section 3.20.010(c) as adjusted by Vernon Municipal Code Section3.20.010(d), but may be imposed at a lower rate.
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 determines the Tax
for Fiscal Year 2022-2023 shall be $35.716 per 100 square feet of gross area of land (or $0.35716 per square foot of gross area of land). A list of parcels subject to the Tax, as well as the amount of the Tax to be levied upon each for Fiscal Year 2022-2023, is attached hereto as Exhibit A and is hereby approved.
SECTION 4. The tax shall be collected in the same manner as ad valorem property taxes are collected and shall be subject to the same procedure, sale and lien priority in case of delinquency as is provided by ad valorem taxes.
SECTION 5. The City Clerk, or designee, is hereby directed to transmit a copy of this resolution, together with such other information as may be required for placement of the tax on the County property tax bills, to the Department of Auditor-Controller of the County of Los Angeles.
SECTION 6. The City Administrator, or designee, is hereby authorized to amend
the aforesaid list to add any parcel subject to the Tax omitted therefrom, with said Tax calculated at the rate of $35.716 per 100 square feet of gross area of land (or $0.35716
Resolution No. 2022-19Page 2 of 13 _______________________
per square foot of taxable parcel area of land), and to delete any parcel erroneously
included.
SECTION 7. 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 June, 2022.
________________________ LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk (seal)
APPROVED AS TO FORM:
___________________________ ZAYNAH N. MOUSSA, Interim City Attorney
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven Cents5168‐026‐001 2528 S SANTA FE AVE3258118 Industrial18,410 100.00%18,410.0 0.357166,575.32$6,575.32$ 5168‐026‐0122448 E 25TH ST283522 Vacant11,903 100.00%11,903.0 0.357164,251.28$4,251.28$ 5168‐026‐0182445 E 26TH ST2741806 Industrial38,860 87.50%34,002.5 0.3571612,144.33$12,144.34$ 5168‐026‐0192417 E 26TH ST2701276 Industrial47,480 100.00%47,480.0 0.3571616,957.96$16,957.96$ 5169‐023‐0373222 E WASHINGTON BLVD9165609 Industrial89,734 100.00%89,734.0 0.3571632,049.40$32,049.40$ 5169‐023‐0383232 E WASHINGTON BLVD6167241 Industrial75,781 100.00%75,781.0 0.3571627,065.94$27,065.94$ 5169‐031‐0132522 S SOTO ST5771812 Industrial177,725 100.00%177,725.0 0.3571663,476.26$63,476.26$ 5169‐031‐0142865 E 26TH ST347641 Industrial58,806 100.00%58,806.0 0.3571621,003.15$21,003.16$ 5169‐031‐0163101 E 26TH ST337373 Industrial4,356100.00%4,356.0 0.357161,555.79$1,555.78$ 5169‐031‐0173101 E 26TH ST949659 Industrial11,757 100.00%11,757.0 0.357164,199.13$4,199.14$ 5169‐032‐0083113 E 26TH ST5332012 Industrial174,676 60.00%104,805.6 0.3571637,432.37$37,432.36$ 5169‐032‐0123107 E 26TH ST612724 Industrial42,689 60.00%25,613.4 0.357169,148.08$9,148.08$ 5169‐033‐0163251 E 26TH ST8486502 Industrial108,900 58.26%63,445.1 0.3571622,660.07$22,660.06$ 5169‐034‐0053501 E 26TH ST918788 Industrial12,220 100.00%12,220.0 0.357164,364.50$4,364.50$ 5192‐030‐0043700 E 26TH ST5610222 Industrial158,558 42.11%66,768.8 0.3571623,847.14$23,847.14$ 5243‐017‐0114651 BANDINI BLVD5610396 Industrial199,940 100.00%199,940.0 0.3571671,410.57$71,410.58$ 5243‐017‐0124505 BANDINI BLVD3579495 Industrial162,043 100.00%162,043.0 0.3571657,875.28$57,875.28$ 5243‐018‐0104440 E 26TH ST30775031 Industrial316,440 65.87%208,439.0 0.3571674,446.08$74,446.08$ 5243‐018‐0114489 BANDINI BLVD3941694 Industrial123,275 60.00%73,965.0 0.3571626,417.34$26,417.34$ 5243‐018‐0124425 BANDINI BLVD4430737 Industrial168,142 100.00%168,142.0 0.3571660,053.60$60,053.60$ 5243‐018‐0154442 E 26TH ST5271285 Industrial63,136 5.89%3,718.7 0.357161,328.17$1,328.18$ 5243‐018‐0174429 E 26TH ST10396824 Industrial147,232 100.00%147,232.0 0.3571652,585.38$52,585.38$ 5243‐019‐0094366 E 26TH ST2660594 Industrial169,448 100.00%169,448.0 0.3571660,520.05$60,520.04$ 5243‐019‐0104330 E 26TH ST5641024 Industrial107,350 100.00%107,350.0 0.3571638,341.13$38,341.12$ 5243‐019‐0154291 BANDINI BLVD3259065 Industrial84,942 100.00%84,942.0 0.3571630,337.88$30,337.88$ 5243‐019‐0174300 E 26TH ST4451594 Industrial76,666 75.97%58,243.2 0.3571620,802.13$20,802.12$ 5243‐019‐0184306 E 26TH ST3748478 Industrial71,430 88.00%62,858.4 0.3571622,450.51$22,450.50$ 5243‐019‐0194323 BANDINI BLVD3514418 Industrial74,488 100.00%74,488.0 0.3571626,604.13$26,604.14$ 5243‐020‐0144151 BANDINI BLVD4933007 Industrial93,600 100.00%93,600.0 0.3571633,430.18$33,430.18$ 5243‐020‐0184177 BANDINI BLVD4727821 Industrial107,380 100.00%107,380.0 0.3571638,351.84$38,351.84$ 5243‐020‐0194199 BANDINI BLVD4592742 Industrial91,840 100.00%91,840.0 0.3571632,801.57$32,801.58$ 5243‐020‐0244221 BANDINI BLVD2897714 Industrial163,868 30.00%49,160.4 0.3571617,558.13$17,558.12$ 6302‐001‐0042627 S SOTO ST1011827 Industrial19,166 100.00%19,166.0 0.357166,845.33$6,845.32$ 6302‐001‐0182633 S SOTO ST249288 Industrial4,356100.00%4,356.0 0.357161,555.79$1,555.78$ 6302‐001‐0282640 E 26TH ST5993611 Industrial82,511 100.00%82,511.0 0.3571629,469.63$29,469.62$ 6302‐001‐0422633 S SOTO ST4735381 Industrial108,464 100.00%108,464.0 0.3571638,739.00$38,739.00$ 6302‐002‐0192647 E 37TH ST2067232 Industrial87,120 85.00%74,052.0 0.3571626,448.41$26,448.42$ 6302‐002‐0202525 E 37TH ST18922398 Industrial669,517 55.00%368,234.4 0.35716131,518.58$ 131,518.58$6302‐002‐0322550 E 28TH ST5155083 Industrial210,961 100.00%210,961.0 0.3571675,346.83$75,346.84$ 6302‐002‐0332600 E 28TH ST10171740Industrial341,685 100.00%341,685.0 0.35716122,036.21$ 122,036.22$6302‐002‐0342550 E 28TH ST23915112 Industrial328,922 100.00%328,922.0 0.35716117,477.78$ 117,477.78$6302‐003‐0192537 E 27TH ST16041977 Industrial384,130 27.90%107,172.3 0.3571638,277.65$38,277.64$ 6302‐003‐0242550 E 27TH ST629884 Industrial47,804 100.00%47,804.0 0.3571617,073.68$17,073.68$ 6302‐004‐0112600 S SANTA FE AVE4757076 Industrial24,742 100.00%24,742.0 0.357168,836.85$8,836.86$ 6302‐004‐0152424 E 26TH ST4818621 Industrial85,813 100.00%85,813.0 0.3571630,648.97$30,648.98$ 6302‐004‐0212423 E 28TH ST434847 Industrial30,888 100.00%30,888.0 0.3571611,031.96$11,031.96$ 6302‐004‐0222416 E 27TH ST1036571 Industrial45,760 100.00%45,760.0 0.3571616,343.64$16,343.64$ DRAFTResolution No. 2022-19 Page 3 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6302‐004‐023 2454 E 27TH ST3340022 Industrial93,279 100.00%93,279.0 0.3571633,315.53$33,315.52$ 6302‐004‐0252455 E 27TH ST6090906 Industrial76,230 100.00%76,230.0 0.3571627,226.31$27,226.30$ 6302‐004‐0282401 E 27TH ST1751491 Commercial47,045 100.00%47,045.0 0.3571616,802.59$16,802.60$ 6302‐005‐0032900 S SANTA FE AVE1333838 Industrial27,896 74.17%20,690.5 0.357167,389.81$7,389.80$ 6302‐005‐0042800 S SANTA FE AVE1540831 Commercial6,44747.35%3,052.7 0.357161,090.29$1,090.28$ 6302‐005‐0052808 S SANTA FE AVE3869247 Industrial24,000 100.00%24,000.0 0.357168,571.84$8,571.84$ 6302‐005‐0062460 E 28TH ST7641969 Industrial57,171 100.00%57,171.0 0.3571620,419.19$20,419.20$ 6302‐005‐0072424 E 28TH ST5235825 Industrial88,708 100.00%88,708.0 0.3571631,682.95$31,682.94$ 6302‐005‐0082910 S SANTA FE AVE2273104 Industrial18,000 100.00%18,000.0 0.357166,428.88$6,428.88$ 6302‐005‐0092916 S SANTA FE AVE253500 Industrial5,998100.00%5,998.0 0.357162,142.25$2,142.24$ 6302‐005‐0102920 S SANTA FE AVE249369 Industrial6,447100.00%6,447.0 0.357162,302.61$2,302.62$ 6302‐005‐0122425 E 30TH ST10373400 Industrial101,742 12.92%13,145.1 0.357164,694.89$4,694.90$ 6302‐005‐0133000 S SANTA FE AVE1405214 Industrial18,729 47.13%8,827.0 0.357163,152.64$3,152.64$ 6302‐005‐0153680 S SANTA FE AVE790600 Industrial9,490100.00%9,490.0 0.357163,389.45$3,389.44$ 6302‐005‐0163690 S SANTA FE AVE1243074 Industrial10,698 100.00%10,698.0 0.357163,820.90$3,820.90$ 6302‐005‐02216236Vacant470 100.00%470.00.35716167.87$ 167.86$ 6302‐006‐0173575 S SANTA FE AVE7080890 Industrial62,265 100.00%62,265.0 0.3571622,238.57$22,238.56$ 6302‐006‐0182355 E 37TH ST3416212 Industrial49,436 100.00%49,436.0 0.3571617,656.56$17,656.56$ 6302‐006‐0192345 E 37TH ST3304820 Industrial47,236 100.00%47,236.0 0.3571616,870.81$16,870.80$ 6302‐006‐0202319 E 37TH ST2203485 Industrial38,272 100.00%38,272.0 0.3571613,669.23$13,669.22$ 6302‐006‐0252825 S SANTA FE AVE17171265 Industrial279,220 100.00%279,220.0 0.3571699,726.22$99,726.22$ 6302‐006‐0263250 SACO ST6653773 Industrial51,836 100.00%51,836.0 0.3571618,513.75$18,513.74$ 6302‐007‐0182310 E 27TH ST540483 Industrial21,780 100.00%21,780.0 0.357167,778.94$7,778.94$ 6302‐007‐0195129Vacant536 100.00%536.00.35716191.44$ 191.44$ 6302‐007‐02034298Vacant1,993100.00%1,993.0 0.35716711.82$ 711.82$ 6302‐007‐0222727 S SANTA FE AVE3018633 Industrial107,593 100.00%107,593.0 0.3571638,427.92$38,427.92$ 6302‐007‐0232801 S SANTA FE AVE8076482 Industrial167,270 54.19%90,643.6 0.3571632,374.27$32,374.28$ 6302‐007‐03086793Vacant3,521100.00%3,521.0 0.357161,257.56$1,257.56$ 6302‐007‐0312288 E 27TH ST2828741 Industrial42,590 60.18%25,630.7 0.357169,154.25$9,154.24$ 6302‐007‐0332701 S SANTA FE AVE15606000 Industrial123,275 20.00%24,655.0 0.357168,805.78$8,805.78$ 6302‐008‐0072140 E 25TH ST3445508 Industrial43,560 94.44%41,138.1 0.3571614,692.87$14,692.88$ 6302‐008‐0092164 E 25TH ST1532800 Industrial56,332 100.00%56,332.0 0.3571620,119.54$20,119.54$ 6302‐008‐0142619 S SANTA FE AVE787577 Industrial7,00066.67%4,666.9 0.357161,666.83$1,666.84$ 6302‐008‐0152655 S SANTA FE AVE331061 Industrial5,600100.00%5,600.0 0.357162,000.10$2,000.10$ 6302‐008‐0162641 S SANTA FE AVE786632 Industrial5,59733.33%1,865.5 0.35716666.27$ 666.28$ 6302‐008‐0172675 S SANTA FE AVE291333 Industrial3,92568.75%2,698.4 0.35716963.77$ 963.78$ 6302‐008‐0182373 E 27TH ST444955 Industrial7,649100.00%7,649.0 0.357162,731.92$2,731.92$ 6302‐008‐0202335 E 27TH ST2944629 Industrial50,530 100.00%50,530.0 0.3571618,047.29$18,047.30$ 6302‐008‐0222115 E 27TH ST5283166 Industrial66,211 100.00%66,211.0 0.3571623,647.92$23,647.92$ 6302‐008‐0252211 E 27TH ST15300000Industrial89,734 100.00%89,734.0 0.3571632,049.40$32,049.40$ 6302‐008‐0302150 E 25TH ST2952112 Industrial57,935 100.00%57,935.0 0.3571620,692.06$20,692.06$ 6302‐008‐0312601 S SANTA FE AVE2415446 Vacant53,531 100.00%53,531.0 0.3571619,119.13$19,119.14$ 6302‐009‐0161900 E 25TH ST1589451 Industrial67,518 97.22%65,641.0 0.3571623,444.34$23,444.34$ 6302‐009‐0171980 E 25TH ST1519289 Industrial54,450 52.76%28,727.8 0.3571610,260.43$10,260.42$ 6302‐009‐0182020 E 25TH ST1321776 Industrial55,757 49.79%27,761.4 0.357169,915.27$9,915.26$ 6302‐009‐0192080 E 25TH ST1092308 Industrial41,598 22.64%9,417.8 0.357163,363.66$3,363.66$ 6302‐009‐0202110 E 25TH ST1491406 Industrial86,249 100.00%86,249.0 0.3571630,804.69$30,804.70$ Resolution No. 2022-19 Page 4 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6302‐009‐026 1921 E 27TH ST1253592 Industrial90,605 92.14%83,483.4 0.3571629,816.95$29,816.94$ 6302‐009‐0281820 E 27TH ST12183331 Industrial532,739 32.70%174,205.7 0.3571662,219.29$62,219.30$ 6302‐009‐0292040 E 27TH ST2898985 Industrial223,027 92.70%206,746.0 0.3571673,841.41$73,841.42$ 6302‐009‐0302800 S ALAMEDA ST3413848 Industrial234,353 36.25%84,953.0 0.3571630,341.80$30,341.80$ 6302‐009‐0312011 E 27TH ST3453906 Vacant108,961 33.86%36,894.2 0.3571613,177.13$13,177.14$ 6302‐009‐0322055 E 27TH ST1217238 Industrial85,417 100.00%85,417.0 0.3571630,507.54$30,507.54$ 6302‐009‐0342099 E 27TH ST862511 Industrial45,086 2.01%906.20.35716323.67$ 323.66$ 6302‐009‐0352750 S ALAMEDA ST2549978 Industrial100,624 100.00%100,624.0 0.3571635,938.87$35,938.86$ 6302‐009‐0372219 E 37TH ST1722061 Industrial51,313 70.00%35,919.1 0.3571612,828.87$12,828.86$ 6302‐009‐0381823 E 27TH ST1797458 Industrial145,722 78.99%115,105.8 0.3571641,111.19$41,111.20$ 6302‐010‐0033255 SACO ST1647711 Industrial42,690 100.00%42,690.0 0.3571615,247.16$15,247.16$ 6302‐010‐0062920 ROSS ST364189 Commercial64,904 74.80%48,548.2 0.3571617,339.47$17,339.48$ 6302‐010‐0082101 E 37TH ST727680 Industrial5,940100.00%5,940.0 0.357162,121.53$2,121.54$ 6302‐010‐0132910 ROSS ST16828007 Industrial191,228 41.00%78,403.5 0.3571628,002.59$28,002.58$ 6302‐011‐0082055 E 37TH ST1358451 Industrial11,748 100.00%11,748.0 0.357164,195.92$4,195.92$ 6302‐011‐0132047 ROSS ST293998 Industrial32,234 100.00%32,234.0 0.3571611,512.70$11,512.70$ 6302‐011‐0142065 ROSS ST338478 Vacant70,132 100.00%70,132.0 0.3571625,048.35$25,048.34$ 6302‐011‐0162030 ROSS ST526558 Vacant98,446 100.00%98,446.0 0.3571635,160.97$35,160.98$ 6302‐011‐0182860 S ALAMEDA ST585362 Industrial78,408 100.00%78,408.0 0.3571628,004.20$28,004.20$ 6302‐012‐0092019 E 38TH ST404223 Industrial5,160100.00%5,160.0 0.357161,842.95$1,842.94$ 6302‐012‐0132049 E 38TH ST4265640Industrial34,063 100.00%34,063.0 0.3571612,165.94$12,165.94$ 6302‐012‐0263716 S ALAMEDA ST368187 Industrial18,225 100.00%18,225.0 0.357166,509.24$6,509.24$ 6302‐013‐0272201 E 38TH ST957569 Industrial25,800 100.00%25,800.0 0.357169,214.73$9,214.72$ 6302‐013‐0282133 E 38TH ST2470950 Industrial5,040100.00%5,040.0 0.357161,800.09$1,800.08$ 6302‐013‐0442110 E 37TH ST3619852 Industrial27,735 100.00%27,735.0 0.357169,905.83$9,905.84$ 6302‐014‐0063701 S SANTA FE AVE1082431 Commercial7,785100.00%7,785.0 0.357162,780.49$2,780.50$ 6302‐014‐0102349 E 38TH ST371781 Industrial10,320 100.00%10,320.0 0.357163,685.89$3,685.90$ 6302‐014‐0243737 S SANTA FE AVE2224846 Industrial23,818 100.00%23,818.0 0.357168,506.84$8,506.84$ 6302‐015‐0122316 E 38TH ST622090 Industrial5,519100.00%5,519.0 0.357161,971.17$1,971.16$ 6302‐015‐0132308 E 38TH ST891413 Industrial8,280100.00%8,280.0 0.357162,957.28$2,957.28$ 6302‐015‐0152302 E 38TH ST857538 Industrial6,900100.00%6,900.0 0.357162,464.40$2,464.40$ 6302‐015‐0163817 S SANTA FE AVE1378200 Industrial22,873 40.00%9,149.2 0.357163,267.73$3,267.72$ 6302‐015‐0183825 S SANTA FE AVE1356406 Industrial33,977 83.33%28,313.0 0.3571610,112.28$10,112.28$ 6302‐016‐0242266 E 38TH ST129123 Industrial6,11775.68%4,629.3 0.357161,653.42$1,653.42$ 6302‐016‐0272222 E 38TH ST608901 Industrial18,365 100.00%18,365.0 0.357166,559.24$6,559.24$ 6302‐017‐0431931 E VERNON AVE10612079 Industrial159,865 55.67%88,996.8 0.3571631,786.11$31,786.12$ 6302‐017‐0521925 E VERNON AVE1604090 Industrial278,348 100.00%278,348.0 0.3571699,414.77$99,414.78$ 6302‐018‐0143824 S SANTA FE AVE2273573 Industrial30,927 72.63%22,462.3 0.357168,022.63$8,022.62$ 6302‐018‐0153828 S SANTA FE AVE2499131 Industrial21,000 52.54%11,033.4 0.357163,940.69$3,940.68$ 6302‐018‐0173876 S SANTA FE AVE3091824 Industrial127,631 18.00%22,973.6 0.357168,205.24$8,205.24$ 6302‐019‐0202480 E 38TH ST1927891 Industrial107,593 100.00%107,593.0 0.3571638,427.92$38,427.92$ 6302‐019‐0212440 E 38TH ST4920546 Industrial40,620 100.00%40,620.0 0.3571614,507.84$14,507.84$ 6302‐019‐0222425 E 38TH ST5027642 Industrial51,836 100.00%51,836.0 0.3571618,513.75$18,513.74$ 6302‐019‐0283700 S SANTA FE AVE2244000 Industrial13,322 100.00%13,322.0 0.357164,758.09$4,758.08$ 6302‐020‐0382522 E 37TH ST8966602 Industrial482,209 55.90%269,554.8 0.3571696,274.20$96,274.20$ 6302‐020‐0392660 E 37TH ST5779959 Industrial160,301 100.00%160,301.0 0.3571657,253.11$57,253.10$ 6302‐020‐0403751 SEVILLE AVE6008703 Industrial301,853 100.00%301,853.0 0.35716107,809.82$ 107,809.82$Resolution No. 2022-19 Page 5 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6302‐020‐042 2801 E VERNON AVE3872040 Industrial147,233 100.00%147,233.0 0.3571652,585.74$52,585.74$ 6302‐020‐0473870 SEVILLE AVE3863381 Industrial112,608 100.00%112,608.0 0.3571640,219.07$40,219.08$ 6302‐020‐0522965 E VERNON AVE3560388 Industrial66,211 100.00%66,211.0 0.3571623,647.92$23,647.92$ 6303‐001‐0013333 S DOWNEY RD10003806 Industrial490,921 100.00%490,921.0 0.35716175,337.34$ 175,337.34$6303‐001‐0063380 E 26TH ST2001737 Industrial47,916 100.00%47,916.0 0.3571617,113.68$17,113.68$ 6303‐001‐0072850 SIERRA PINE AVE5651986 Industrial133,294 100.00%133,294.0 0.3571647,607.29$47,607.28$ 6303‐001‐0083201 BANDINI BLVD23840461 Industrial434,729 100.00%434,729.0 0.35716155,267.81$ 155,267.80$6303‐001‐0123430 E 26TH ST6943418 Industrial256,133 82.00%210,029.1 0.3571675,013.98$75,013.98$ 6303‐001‐0163480 E 26TH ST16126200 Industrial213,008 100.00%213,008.0 0.3571676,077.94$76,077.94$ 6303‐002‐0133109 BANDINI BLVD1673353 Industrial87,120 100.00%87,120.0 0.3571631,115.78$31,115.78$ 6303‐002‐0143011 BANDINI BLVD7672402 Industrial375,923 66.20%248,861.0 0.3571688,883.20$88,883.20$ 6303‐002‐0213260 E 26TH ST6607814 Industrial464,350 50.42%234,125.3 0.3571683,620.18$83,620.18$ 6303‐002‐0243240 E 26TH ST1915268 Industrial48,079 20.00%9,615.8 0.357163,434.38$3,434.38$ 6303‐003‐0113100 E 26TH ST2890647 Industrial84,071 100.00%84,071.0 0.3571630,026.80$30,026.80$ 6303‐003‐0142840 E 26TH ST2863685 Industrial69,696 100.00%69,696.0 0.3571624,892.62$24,892.62$ 6303‐003‐0162720 S SOTO ST7336513 Industrial73,616 100.00%73,616.0 0.3571626,292.69$26,292.70$ 6303‐003‐0182600 S SOTO ST8258522 Industrial101,930 100.00%101,930.0 0.3571636,405.32$36,405.32$ 6303‐006‐0433100 BANDINI BLVD5708810 Industrial48,787 100.00%48,787.0 0.3571617,424.76$17,424.76$ 6303‐007‐0333240 BANDINI BLVD1138794 Industrial60,548 100.00%60,548.0 0.3571621,625.32$21,625.32$ 6303‐007‐0443300 BANDINI BLVD3608000 Industrial63,162 100.00%63,162.0 0.3571622,558.94$22,558.94$ 6303‐009‐0083569 E VERNON AVE3229320 Industrial43,556 100.00%43,556.0 0.3571615,556.46$15,556.46$ 6303‐009‐009260003Vacant10,890 100.00%10,890.0 0.357163,889.47$3,889.48$ 6303‐010‐0414317 S DOWNEY RD2768914 Commercial132,858 50.00%66,429.0 0.3571623,725.78$23,725.78$ 6303‐012‐0473288 E VERNON AVE4885013 Industrial44,447 100.00%44,447.0 0.3571615,874.69$15,874.70$ 6303‐013‐0492947 E 44TH ST2440778 Industrial21,245 100.00%21,245.0 0.357167,587.86$7,587.86$ 6303‐014‐0122957 E 46TH ST16620744 Industrial192,823 100.00%192,823.0 0.3571668,868.66$68,868.66$ 6303‐014‐0132930 E 44TH ST4615541 Industrial64,743 100.00%64,743.0 0.3571623,123.61$23,123.60$ 6303‐014‐0162801 E 46TH ST15208169 Industrial171,409 100.00%171,409.0 0.3571661,220.44$61,220.44$ 6303‐014‐0172820 E 44TH ST1146704 Industrial43,996 74.00%32,557.0 0.3571611,628.07$11,628.08$ 6303‐014‐0184400 S SOTO ST3940942 Industrial48,352 100.00%48,352.0 0.3571617,269.40$17,269.40$ 6303‐014‐0192850 E 44TH ST1721606 Industrial44,431 100.00%44,431.0 0.3571615,868.98$15,868.98$ 6303‐015‐0023051 E 46TH ST6164922 Industrial99,360 100.00%99,360.0 0.3571635,487.42$35,487.42$ 6303‐015‐0032991 E 46TH ST2428741 Industrial50,003 100.00%50,003.0 0.3571617,859.07$17,859.08$ 6303‐016‐0064510 S BOYLE AVE5613243 Industrial204,296 81.86%167,236.7 0.3571659,730.26$59,730.26$ 6303‐016‐0073250 E 44TH ST2342942 Industrial125,017 33.76%42,205.7 0.3571615,074.20$15,074.20$ 6303‐017‐0254550 ALCOA AVE8180262 Industrial112,385 50.00%56,192.5 0.3571620,069.71$20,069.72$ 6303‐019‐0123301 LEONIS BLVD2257726 Industrial62,290 100.00%62,290.0 0.3571622,247.50$22,247.50$ 6303‐019‐0154633 S DOWNEY RD24021000 Industrial280,526 100.00%280,526.0 0.35716100,192.67$ 100,192.66$6303‐020‐0024724 S BOYLE AVE2795097 Industrial60,984 100.00%60,984.0 0.3571621,781.05$21,781.04$ 6303‐020‐0034724 S BOYLE AVE259994 Commercial11,899 100.00%11,899.0 0.357164,249.85$4,249.84$ 6303‐020‐0104700 S BOYLE AVE16041156 Industrial524,898 63.99%335,882.2 0.35716119,963.70$ 119,963.70$6303‐021‐0033000 E 46TH ST2664713 Industrial74,448 100.00%74,448.0 0.3571626,589.85$26,589.84$ 6303‐021‐0043018 E 46TH ST1374410 Industrial50,686 100.00%50,686.0 0.3571618,103.01$18,103.02$ 6303‐021‐0054601 S BOYLE AVE1431695 Industrial108,926 100.00%108,926.0 0.3571638,904.01$38,904.02$ 6303‐021‐0103003 LEONIS BLVD871071 Industrial35,283 100.00%35,283.0 0.3571612,601.68$12,601.68$ 6303‐021‐0164719 S BOYLE AVE1653839 Miscellaneous67,748 100.00%67,748.0 0.3571624,196.88$24,196.88$ 6303‐022‐0012812 E 46TH ST9121193 Industrial123,336 100.00%123,336.0 0.3571644,050.69$44,050.68$ Resolution No. 2022-19 Page 6 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6303‐022‐002 2850 E 46TH ST4945482 Industrial61,389 100.00%61,389.0 0.3571621,925.70$21,925.70$ 6303‐022‐0062861 LEONIS BLVD5508000 Industrial65,340 100.00%65,340.0 0.3571623,336.83$23,336.84$ 6303‐022‐0092914 E 46TH ST2596641 Industrial60,984 100.00%60,984.0 0.3571621,781.05$21,781.04$ 6303‐022‐0102936 E 46TH ST4620847 Industrial69,997 100.00%69,997.0 0.3571625,000.13$25,000.12$ 6303‐023‐0022820 LEONIS BLVD1466964 Industrial10,454 100.00%10,454.0 0.357163,733.75$3,733.76$ 6303‐023‐0042828 LEONIS BLVD557166 Industrial14,375 100.00%14,375.0 0.357165,134.18$5,134.18$ 6303‐023‐0052838 LEONIS BLVD744833 Industrial22,651 100.00%22,651.0 0.357168,090.03$8,090.04$ 6303‐023‐0062848 LEONIS BLVD993133 Industrial5,658100.00%5,658.0 0.357162,020.81$2,020.82$ 6303‐023‐0072856 LEONIS BLVD1147348 Industrial17,860 100.00%17,860.0 0.357166,378.88$6,378.88$ 6303‐023‐0094920 S SOTO ST7708323 Industrial81,893 100.00%81,893.0 0.3571629,248.90$29,248.90$ 6303‐023‐0114800 S SOTO ST412096 Commercial17,441 100.00%17,441.0 0.357166,229.23$6,229.22$ 6303‐024‐0122927 E 50TH ST1025667 Industrial101,930 100.00%101,930.0 0.3571636,405.32$36,405.32$ 6303‐024‐0132960 LEONIS BLVD545269 Industrial13,939 100.00%13,939.0 0.357164,978.45$4,978.46$ 6303‐024‐0142950 LEONIS BLVD480621 Industrial13,939 100.00%13,939.0 0.357164,978.45$4,978.46$ 6303‐024‐0152940 LEONIS BLVD221771 Industrial14,810 10.26%1,519.5 0.35716542.71$ 542.70$ 6303‐024‐0172914 LEONIS BLVD166106 Industrial18,295 100.00%18,295.0 0.357166,534.24$6,534.24$ 6303‐024‐0182906 LEONIS BLVD339422 Industrial14,810 42.31%6,266.1 0.357162,238.00$2,238.00$ 6303‐024‐0204901 S BOYLE AVE4412239 Vacant111,262 11.18%12,439.1 0.357164,442.75$4,442.74$ 6303‐025‐0134910 S BOYLE AVE3197736 Industrial214,751 57.37%123,202.6 0.3571644,003.06$44,003.06$ 6303‐025‐0143200 LEONIS BLVD263102 Commercial19,137 100.00%19,137.0 0.357166,834.97$6,834.98$ 6303‐025‐0204927 ALCOA AVE2614068 Industrial70,567 100.00%70,567.0 0.3571625,203.71$25,203.70$ 6303‐025‐0244809 ALCOA AVE2952469 Industrial70,132 100.00%70,132.0 0.3571625,048.35$25,048.34$ 6303‐026‐0013359 E 50TH ST10842187 Industrial203,861 100.00%203,861.0 0.3571672,810.99$72,811.00$ 6303‐026‐0043344 LEONIS BLVD187548 Industrial14,148 100.00%14,148.0 0.357165,053.10$5,053.10$ 6303‐026‐0053340 LEONIS BLVD1071924 Industrial13,861 100.00%13,861.0 0.357164,950.59$4,950.60$ 6303‐026‐0073310 LEONIS BLVD623358 Industrial15,799 100.00%15,799.0 0.357165,642.77$5,642.78$ 6303‐026‐0083300 LEONIS BLVD1793440 Industrial17,860 100.00%17,860.0 0.357166,378.88$6,378.88$ 6303‐026‐0104906 ALCOA AVE3659250 Industrial47,045 100.00%47,045.0 0.3571616,802.59$16,802.60$ 6303‐026‐0113317 E 50TH ST2750771 Industrial44,821 100.00%44,821.0 0.3571616,008.27$16,008.26$ 6303‐026‐0163398 LEONIS BLVD2730096 Industrial43,996 6.31%2,776.1 0.35716991.53$ 991.52$ 6303‐027‐0033310 E 50TH ST2915510 Industrial102,802 26.66%27,407.0 0.357169,788.69$9,788.68$ 6303‐028‐0053151 FRUITLAND AVE1210451 Industrial35,287 100.00%35,287.0 0.3571612,603.10$12,603.10$ 6303‐028‐0155008 S BOYLE AVE8726377 Industrial180,338 40.90%73,758.2 0.3571626,343.49$26,343.50$ 6303‐029‐0093007 FRUITLAND AVE4017315 Industrial53,623 100.00%53,623.0 0.3571619,151.99$19,152.00$ 6303‐029‐0143090 E 50TH ST1467143 Industrial35,619 100.00%35,619.0 0.3571612,721.68$12,721.68$ 6304‐001‐0094395 AYERS AVE2248204 Industrial42,859 71.28%30,549.9 0.3571610,911.20$10,911.20$ 6304‐001‐0154444 AYERS AVE6306976 Industrial316,681 100.00%316,681.0 0.35716113,105.79$ 113,105.78$6304‐001‐0164398 AYERS AVE5426731 Industrial129,373 91.20%117,988.2 0.3571642,140.66$42,140.66$ 6304‐001‐0214382 BANDINI BLVD2978487 Industrial161,608 9.64%15,579.0 0.357165,564.20$5,564.20$ 6304‐001‐0254490 AYERS AVE18834569 Industrial184,721 100.00%184,721.0 0.3571665,974.95$65,974.96$ 6304‐003‐0014170 BANDINI BLVD17731147 Industrial516,186 84.03%433,751.1 0.35716154,918.54$ 154,918.54$6304‐004‐0202939 S SUNOL DR12907305 Industrial159,430 4.94%7,875.8 0.357162,812.94$2,812.94$ 6304‐005‐0093768 BANDINI BLVD3648735 Industrial43,564 100.00%43,564.0 0.3571615,559.32$15,559.32$ 6304‐010‐0064825 DISTRICT BLVD4688415 Industrial64,904 100.00%64,904.0 0.3571623,181.11$23,181.12$ 6304‐010‐0115011 DISTRICT BLVD962318 Industrial72,745 100.00%72,745.0 0.3571625,981.60$25,981.60$ 6304‐010‐0155107 DISTRICT BLVD3293577 Industrial87,987 100.00%87,987.0 0.3571631,425.44$31,425.44$ 6304‐011‐0054900 E 50TH ST7570288 Industrial130,680 53.44%69,835.4 0.3571624,942.41$24,942.40$ Resolution No. 2022-19 Page 7 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6304‐013‐005 4702 E 50TH ST1177027 Industrial29,621 55.36%16,398.2 0.357165,856.78$5,856.78$ 6304‐013‐0124635 FRUITLAND AVE655521 Industrial14,375 100.00%14,375.0 0.357165,134.18$5,134.18$ 6304‐013‐0154540 E 50TH ST1774800 Industrial24,394 100.00%24,394.0 0.357168,712.56$8,712.56$ 6304‐013‐0164560 E 50TH ST3472644 Industrial44,641 100.00%44,641.0 0.3571615,943.98$15,943.98$ 6304‐013‐0241434742Industrial43,365 33.88%14,692.1 0.357165,247.42$5,247.42$ 6304‐013‐0255035 GIFFORD AVE6602071 Industrial95,370 33.88%32,311.4 0.3571611,540.32$11,540.32$ 6304‐013‐0275010 LOMA VISTA AVE7877562 Industrial107,158 100.00%107,158.0 0.3571638,272.55$38,272.56$ 6304‐013‐0284608 E 50TH ST819477 Industrial31,363 100.00%31,363.0 0.3571611,201.61$11,201.60$ 6304‐013‐0294770 E 50TH ST7218326 Industrial80,586 100.00%80,586.0 0.3571628,782.10$28,782.10$ 6304‐014‐0034807 E 49TH ST877893 Industrial53,679 81.16%43,565.9 0.3571615,559.99$15,559.98$ 6304‐014‐0074900 DISTRICT BLVD2772666 Industrial22,257 100.00%22,257.0 0.357167,949.31$7,949.32$ 6304‐014‐0144950 E 49TH ST2871253 Industrial45,738 87.17%39,869.8 0.3571614,239.90$14,239.90$ 6304‐015‐0024720 DISTRICT BLVD1418251 Industrial23,522 100.00%23,522.0 0.357168,401.12$8,401.12$ 6304‐015‐0074700 E 48TH ST611822 Industrial17,859 100.00%17,859.0 0.357166,378.52$6,378.52$ 6304‐017‐0044578 E 49TH ST2811533 Industrial44,431 100.00%44,431.0 0.3571615,868.98$15,868.98$ 6304‐017‐0054534 E 49TH ST468586 Vacant18,731 100.00%18,731.0 0.357166,689.96$6,689.96$ 6304‐017‐0124900 LOMA VISTA AVE1212429 Industrial25,880 50.00%12,940.0 0.357164,621.65$4,621.66$ 6304‐017‐0144900 LOMA VISTA AVE2342942 Industrial27,508 100.00%27,508.0 0.357169,824.76$9,824.76$ 6304‐018‐0184501 E 49TH ST5095905 Industrial93,874 75.42%70,799.8 0.3571625,286.85$25,286.84$ 6304‐018‐0234592 E 49TH ST5980447 Industrial108,115 77.77%84,081.0 0.3571630,030.38$30,030.38$ 6304‐019‐0014500 DISTRICT BLVD772630 Industrial24,179 100.00%24,179.0 0.357168,635.77$8,635.78$ 6304‐019‐0234600 DISTRICT BLVD2229634 Industrial56,192 100.00%56,192.0 0.3571620,069.53$20,069.54$ 6304‐019‐0244697 E 48TH ST2096928 Industrial46,609 55.58%25,905.3 0.357169,252.33$9,252.34$ 6304‐019‐0254726 LOMA VISTA AVE2623035 Industrial38,020 59.05%22,450.8 0.357168,018.53$8,018.54$ 6304‐020‐0164510 LOMA VISTA AVE3954679 Industrial85,813 100.00%85,813.0 0.3571630,648.97$30,648.98$ 6304‐020‐0244560 LOMA VISTA AVE4535095 Industrial105,646 50.00%52,823.0 0.3571618,866.26$18,866.26$ 6304‐020‐0374641 DISTRICT BLVD2349202 Industrial61,855 100.00%61,855.0 0.3571622,092.13$22,092.14$ 6304‐020‐0384661 DISTRICT BLVD2118517 Industrial43,167 61.32%26,470.0 0.357169,454.03$9,454.02$ 6304‐021‐0144225 CHARTER ST2293567 Industrial64,904 100.00%64,904.0 0.3571623,181.11$23,181.12$ 6304‐021‐0154201 CHARTER ST3764959 Industrial43,966 100.00%43,966.0 0.3571615,702.90$15,702.90$ 6304‐021‐0214295 CHARTER ST2372357 Industrial94,961 100.00%94,961.0 0.3571633,916.27$33,916.28$ 6304‐021‐0224185 CHARTER ST800372 Industrial30,337 100.00%30,337.0 0.3571610,835.16$10,835.16$ 6304‐021‐0244200 CHARTER ST1668735 Industrial69,696 52.60%36,660.1 0.3571613,093.52$13,093.52$ 6304‐021‐0324260 CHARTER ST2951287 Industrial68,389 100.00%68,389.0 0.3571624,425.82$24,425.82$ 6304‐021‐0364280 S MAYWOOD AVE672664 Industrial18,731 100.00%18,731.0 0.357166,689.96$6,689.96$ 6304‐021‐0374270 S MAYWOOD AVE2698556 Industrial76,666 100.00%76,666.0 0.3571627,382.03$27,382.02$ 6304‐021‐0384300 S MAYWOOD AVE317768 Industrial28,314 100.00%28,314.0 0.3571610,112.63$10,112.62$ 6304‐021‐0394310 S MAYWOOD AVE6411755 Industrial123,275 100.00%123,275.0 0.3571644,028.90$44,028.90$ 6304‐021‐0454321 EXCHANGE AVE3396631 Industrial107,593 100.00%107,593.0 0.3571638,427.92$38,427.92$ 6304‐021‐0504265 EXCHANGE AVE2722389 Industrial76,230 100.00%76,230.0 0.3571627,226.31$27,226.30$ 6304‐021‐0554353 EXCHANGE AVE11409949 Industrial178,596 52.50%93,762.9 0.3571633,488.36$33,488.36$ 6304‐022‐0374519 EVERETT AVE9639000 Industrial101,495 100.00%101,495.0 0.3571636,249.95$36,249.96$ 6304‐022‐0384341 DISTRICT BLVD3433320 Industrial36,155 100.00%36,155.0 0.3571612,913.12$12,913.12$ 6304‐022‐0404515 LOMA VISTA AVE4925000 Industrial56,968 100.00%56,968.0 0.3571620,346.69$20,346.70$ 6304‐022‐0414520 EVERETT AVE3133113 Industrial71,003 100.00%71,003.0 0.3571625,359.43$25,359.44$ 6304‐022‐0424423 DISTRICT BLVD8300000 Industrial87,326 100.00%87,326.0 0.3571631,189.35$31,189.36$ 6304‐022‐0454550 S MAYWOOD AVE1344158 Industrial66,646 100.00%66,646.0 0.3571623,803.29$23,803.28$ Resolution No. 2022-19 Page 8 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6304‐022‐049 4520 S MAYWOOD AVE3372795 Industrial79,096 100.00%79,096.0 0.3571628,249.93$ 28,249.92$ 6304‐022‐059 4551 LOMA VISTA AVE10708442 Industrial187,374 8.31%15,570.8 0.357165,561.26$ 5,561.26$ 6304‐022‐064 4309 DISTRICT BLVD730832 Industrial41,818 100.00%41,818.0 0.3571614,935.72$ 14,935.72$ 6304‐023‐001 4300 DISTRICT BLVD1095014 Industrial43,996 80.00%35,196.8 0.3571612,570.89$ 12,570.88$ 6304‐023‐002 4330 DISTRICT BLVD911114 Industrial20,473 100.00%20,473.0 0.357167,312.14$ 7,312.14$ 6304‐023‐019 4340 E 49TH ST437634 Industrial20,430 100.00%20,430.0 0.357167,296.78$ 7,296.78$ 6304‐023‐021 4833 EVERETT AVE1130228 Commercial25,700 100.00%25,700.0 0.357169,179.01$ 9,179.02$ 6304‐023‐023 4340 DISTRICT BLVD2229613 Industrial20,040 100.00%20,040.0 0.357167,157.49$ 7,157.48$ 6304‐023‐025 4355 FRUITLAND AVE3068442 Industrial51,401 50.00%25,700.5 0.357169,179.19$ 9,179.20$ 6304‐023‐026 4339 FRUITLAND AVE2345023 Industrial60,548 100.00%60,548.0 0.3571621,625.32$ 21,625.32$ 6304‐024‐001 4350 DISTRICT BLVD2027538 Industrial19,151 100.00%19,151.0 0.357166,839.97$ 6,839.98$ 6304‐025‐006 4371 E 49TH ST4500000 Industrial51,599 100.00%51,599.0 0.3571618,429.10$ 18,429.10$ 6304‐026‐005 4372 E 49TH ST1407474 Industrial21,344 21.65%4,621.0 0.357161,650.43$ 1,650.42$ 6304‐026‐009 4423 FRUITLAND AVE2238095 Industrial41,950 83.00%34,818.5 0.3571612,435.78$ 12,435.78$ 6304‐026‐017 4405 FRUITLAND AVE4927484 Industrial56,818 53.27%30,266.9 0.3571610,810.14$ 10,810.14$ 6304‐026‐018 4924 EVERETT CT686200 Industrial29,621 100.00%29,621.0 0.3571610,579.44$ 10,579.44$ 6304‐026‐029 4933 LOMA VISTA AVE3575131 Industrial54,014 100.00%54,014.0 0.3571619,291.64$ 19,291.64$ 6304‐027‐026 4224 E DISTRICT BLVD10929091 Industrial199,316 100.00%199,316.0 0.3571671,187.70$ 71,187.70$ 6304‐028‐016 4231 DISTRICT BLVD3025379 Industrial19,166 100.00%19,166.0 0.357166,845.33$ 6,845.32$ 6304‐028‐033 4507 S MAYWOOD AVE18849021 Industrial394,218 83.37%328,659.5 0.35716117,384.04$ 117,384.04$ 6304‐028‐0344255 DISTRICT BLVD1742592 Industrial34,578 79.50%27,489.5 0.357169,818.15$ 9,818.16$ 6304‐030‐001 3939 S ATLANTIC BLVD13328743 Industrial588,060 100.00%588,060.0 0.35716210,031.51$ 210,031.50$ 6308‐001‐018 4401 S SOTO ST4725434 Industrial52,707 100.00%52,707.0 0.3571618,824.83$ 18,824.84$ 6308‐001‐020 4425 S SOTO ST224753 Industrial14,375 100.00%14,375.0 0.357165,134.18$ 5,134.18$ 6308‐001‐023 4535 S SOTO ST2003026 Industrial51,836 100.00%51,836.0 0.3571618,513.75$ 18,513.74$ 6308‐001‐030 4420 SEVILLE AVE1805467 Industrial33,977 100.00%33,977.0 0.3571612,135.23$ 12,135.22$ 6308‐001‐039 2721 E 45TH ST9673207 Industrial142,441 100.00%142,441.0 0.3571650,874.23$ 50,874.22$ 6308‐001‐040 3030 W VERNON AVE5217125 Industrial75,359 100.00%75,359.0 0.3571626,915.22$ 26,915.22$ 6308‐001‐044 2950 E VERNON AVE5034505 Industrial65,340 100.00%65,340.0 0.3571623,336.83$ 23,336.84$ 6308‐001‐046 2850 E VERNON AVE11163492 Industrial76,666 100.00%76,666.0 0.3571627,382.03$ 27,382.02$ 6308‐002‐006 2761 FRUITLAND AVE11690681 Industrial94,525 81.70%77,226.9 0.3571627,582.37$ 27,582.36$ 6308‐002‐007 5125 S SOTO ST2045861 Vacant55,757 100.00%55,757.0 0.3571619,914.17$ 19,914.18$ 6308‐002‐009 2770 LEONIS BLVD2582346 Industrial125,017 78.76%98,463.4 0.3571635,167.18$ 35,167.18$ 6308‐002‐012 2757 LEONIS BLVD3052815 Commercial124,582 100.00%124,582.0 0.3571644,495.71$ 44,495.70$ 6308‐002‐013 2705 LEONIS BLVD7300000 Industrial76,971 100.00%76,971.0 0.3571627,490.96$ 27,490.96$ 6308‐002‐014 2734 E 46TH ST2858279 Industrial50,965 100.00%50,965.0 0.3571618,202.66$ 18,202.66$ 6308‐002‐015 2734 E 46TH ST5716564 Industrial78,526 64.78%50,869.1 0.3571618,168.42$ 18,168.42$ 6308‐002‐019 2707 FRUITLAND AVE3338508 Industrial48,787 100.00%48,787.0 0.3571617,424.76$ 17,424.76$ 6308‐002‐020 2711 FRUITLAND AVE5547414 Industrial58,806 100.00%58,806.0 0.3571621,003.15$ 21,003.16$ 6308‐003‐009 2650 LEONIS BLVD3358723 Industrial41,390 100.00%41,390.0 0.3571614,782.85$ 14,782.86$ 6308‐003‐0102670 LEONIS BLVD4175852 Industrial55,321 100.00%55,321.0 0.3571619,758.45$ 19,758.44$ 6308‐003‐024 2615 FRUITLAND AVE2519347 Industrial42,260 100.00%42,260.0 0.3571615,093.58$ 15,093.58$ 6308‐004‐006 2601 LEONIS BLVD304078 Commercial11,326 100.00%11,326.0 0.357164,045.19$ 4,045.20$ 6308‐004‐009 4632 PACIFIC BLVD1481145 Industrial24,393 100.00%24,393.0 0.357168,712.20$ 8,712.20$ 6308‐004‐010 4626 PACIFIC BLVD2080069 Industrial43,560 100.00%43,560.0 0.3571615,557.89$ 15,557.88$ 6308‐005‐009 4553 SEVILLE AVE5548428 Industrial127,195 70.00%89,036.5 0.3571631,800.28$ 31,800.28$ 6308‐005‐012 4480 PACIFIC BLVD4945524 Industrial148,104 69.56%103,021.1 0.3571636,795.03$ 36,795.04$ Resolution No. 2022-19 Page 9 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6308‐005‐019 2788 E VERNON AVE3770140 Industrial65,340 100.00%65,340.0 0.3571623,336.83$ 23,336.84$ 6308‐005‐0202153917 Industrial77,900 100.00%77,900.0 0.3571627,822.76$ 27,822.76$ 6308‐005‐022 2640 E 45TH ST18725919 Industrial282,269 100.00%282,269.0 0.35716100,815.20$ 100,815.20$ 6308‐005‐023 2716 E VERNON AVE8578200 Industrial61,419 100.00%61,419.0 0.3571621,936.41$ 21,936.42$ 6308‐006‐004 4320 S SANTA FE AVE4457073 Industrial36,155 91.06%32,922.7 0.3571611,758.69$ 11,758.68$ 6308‐006‐015 4433 PACIFIC BLVD4729132 Industrial24,159 95.00%22,951.1 0.357168,197.20$ 8,197.20$ 6308‐006‐019 2450 VERNON AVE16360800 Industrial123,086 100.00%123,086.0 0.3571643,961.40$ 43,961.40$ 6308‐007‐018 4400 PACIFIC BLVD4783196 Industrial234,788 82.85%194,521.9 0.3571669,475.43$ 69,475.42$ 6308‐008‐024 4545 PACIFIC BLVD3491966 Industrial75,794 100.00%75,794.0 0.3571627,070.59$ 27,070.58$ 6308‐008‐030 2555 CHAMBERS ST6242400 Industrial48,787 35.00%17,075.5 0.357166,098.67$ 6,098.66$ 6308‐009‐018 4641 HAMPTON ST1671402 Industrial22,651 100.00%22,651.0 0.357168,090.03$ 8,090.04$ 6308‐009‐021 4615 HAMPTON ST2674244 Industrial18,700 100.00%18,700.0 0.357166,678.89$ 6,678.90$ 6308‐009‐028 4621 PACIFIC BLVD975826 Industrial44,221 100.00%44,221.0 0.3571615,793.97$ 15,793.98$ 6308‐009‐029 4651 PACIFIC BLVD313141 Industrial11,796 100.00%11,796.0 0.357164,213.06$ 4,213.06$ 6308‐009‐030 4811 HAMPTON ST1498389 Industrial54,465 100.00%54,465.0 0.3571619,452.72$ 19,452.72$ 6308‐010‐016 5101 PACIFIC BLVD2865000 Industrial15,000 100.00%15,000.0 0.357165,357.40$ 5,357.40$ 6308‐010‐017 5101 PACIFIC BLVD1672800 Industrial16,013 100.00%16,013.0 0.357165,719.20$ 5,719.20$ 6308‐010‐021 4927 PACIFIC BLVD864499 Industrial26,302 65.00%17,096.3 0.357166,106.11$ 6,106.12$ 6308‐010‐022 4915 PACIFIC BLVD3173220 Industrial25,000 100.00%25,000.0 0.357168,929.00$ 8,929.00$ 6308‐010‐023 4903 PACIFIC BLVD1626283 Industrial22,999 40.37%9,284.7 0.357163,316.12$ 3,316.12$ 6308‐010‐0285024 HAMPTON ST2550000 Industrial18,450 100.00%18,450.0 0.357166,589.60$ 6,589.60$ 6308‐010‐029 5034 HAMPTON ST810466 Industrial17,449 100.00%17,449.0 0.357166,232.08$ 6,232.08$ 6308‐010‐030 2525 FRUITLAND AVE3259305 Industrial41,513 100.00%41,513.0 0.3571614,826.78$ 14,826.78$ 6308‐010‐037 2516 E 49TH ST3441496 Industrial44,867 75.86%34,036.1 0.3571612,156.34$ 12,156.34$ 6308‐010‐038 5015 HAMPTON ST2465000 Industrial20,561 100.00%20,561.0 0.357167,343.57$ 7,343.56$ 6308‐010‐039 5025 HAMPTON ST2178362 Industrial20,504 100.00%20,504.0 0.357167,323.21$ 7,323.20$ 6308‐011‐009 4900 S SANTA FE AVE6805213 Industrial155,074 100.00%155,074.0 0.3571655,386.23$ 55,386.22$ 6308‐011‐010 4900 S SANTA FE AVE7287526 Industrial146,797 100.00%146,797.0 0.3571652,430.02$ 52,430.02$ 6308‐011‐011 2465 FRUITLAND AVE15976191 Industrial151,589 78.23%118,588.1 0.3571642,354.92$ 42,354.92$ 6308‐012‐015 4439 S SANTA FE AVE600769 Industrial32,670 100.00%32,670.0 0.3571611,668.42$ 11,668.42$ 6308‐012‐016 4441 S SANTA FE AVE2225048 Industrial166,835 50.39%84,068.2 0.3571630,025.78$ 30,025.78$ 6308‐013‐017 4423 HAWTHORNE AVE1983893 Industrial43,996 77.42%34,061.7 0.3571612,165.48$ 12,165.48$ 6308‐013‐023 2042 E VERNON AVE9619850 Industrial72,087 72.52%52,277.5 0.3571618,671.43$ 18,671.42$ 6308‐013‐027 2024 E 45TH ST123470 Industrial6,673 100.00%6,673.0 0.357162,383.33$ 2,383.32$ 6308‐013‐030 2036 E 45TH ST512311 Industrial6,673 100.00%6,673.0 0.357162,383.33$ 2,383.32$ 6308‐013‐031 2038 E 45TH ST387355 Industrial6,673 100.00%6,673.0 0.357162,383.33$ 2,383.32$ 6308‐013‐032 2021 E 46TH ST381638 Industrial33,371 100.00%33,371.0 0.3571611,918.79$ 11,918.78$ 6308‐013‐036 2045 E 45TH ST2260372 Industrial20,025 100.00%20,025.0 0.357167,152.13$ 7,152.12$ 6308‐014‐025 1951 E 48TH ST5650139 Industrial188,179 87.40%164,468.4 0.3571658,741.55$ 58,741.56$ 6308‐014‐027 2311 E 48TH ST5838566 Industrial293,159 100.00%293,159.0 0.35716104,704.67$ 104,704.66$ 6308‐014‐031 4701 S SANTA FE AVE22175000 Industrial176,418 100.00%176,418.0 0.3571663,009.45$ 63,009.46$ 6308‐014‐032 1946 E 46TH ST16997509 Industrial234,788 15.67%36,791.3 0.3571613,140.37$ 13,140.38$ 6308‐014‐038 4768 S ALAMEDA ST9751790 Industrial186,872 100.00%186,872.0 0.3571666,743.20$ 66,743.20$ 6308‐015‐008 4901 S SANTA FE AVE1530000 Industrial11,325 5.00%566.3 0.35716202.24$ 202.24$ 6308‐015‐013 5075 S SANTA FE AVE1820058 Industrial51,722 100.00%51,722.0 0.3571618,473.03$ 18,473.02$ 6308‐015‐014 2369 E 51ST ST2663820 Industrial47,045 100.00%47,045.0 0.3571616,802.59$ 16,802.60$ 6308‐015‐015 2313 E 51ST ST4881556 Industrial39,204 100.00%39,204.0 0.3571614,002.10$ 14,002.10$ Resolution No. 2022-19 Page 10 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6308‐015‐017 2131 E 51ST ST1623040 Industrial99,317 50.00%49,658.5 0.3571617,736.03$ 17,736.02$ 6308‐015‐019 5041 S SANTA FE AVE2227917 Industrial37,705 100.00%37,705.0 0.3571613,466.72$ 13,466.72$ 6308‐015‐020 2200 E 49TH ST12318336 Industrial204,296 100.00%204,296.0 0.3571672,966.36$ 72,966.36$ 6308‐015‐023 2324 E 49TH ST4018151 Industrial61,855 100.00%61,855.0 0.3571622,092.13$ 22,092.14$ 6308‐015‐034 2034 E 48TH ST3737216 Industrial118,048 84.49%99,738.8 0.3571635,622.69$ 35,622.70$ 6308‐015‐040 2101 E 51ST ST1378197 Industrial20,473 78.00%15,968.9 0.357165,703.47$ 5,703.46$ 6308‐015‐041 2055 E 51ST ST4467328 Industrial63,162 100.00%63,162.0 0.3571622,558.94$ 22,558.94$ 6308‐015‐043 2392 E 48TH ST5346592 Industrial278,784 62.06%173,013.4 0.3571661,793.45$ 61,793.44$ 6308‐015‐044 4871 S SANTA FE AVE7099574 Industrial464,281 40.75%189,194.5 0.3571667,572.71$ 67,572.72$ 6308‐015‐052 5080 ALAMEDA ST7017926 Industrial67,518 100.00%67,518.0 0.3571624,114.73$ 24,114.72$ 6308‐015‐063 4800 S ALAMEDA ST6687826 Industrial128,938 6.50%8,381.0 0.357162,993.35$ 2,993.34$ 6308‐015‐069 2111 E 49TH ST4559555 Industrial50,094 100.00%50,094.0 0.3571617,891.57$ 17,891.58$ 6308‐015‐072 4890 S ALAMEDA ST8096952 Industrial189,050 28.00%52,934.0 0.3571618,905.91$ 18,905.90$ 6308‐015‐073 2011 E 49TH ST6241974 Industrial52,708 85.00%44,801.8 0.3571616,001.41$ 16,001.42$ 6308‐015‐075 2035 E 49TH ST2399166 Industrial49,962 100.00%49,962.0 0.3571617,844.43$ 17,844.42$ 6308‐015‐076 2300 E 48TH ST3279231 Industrial64,904 100.00%64,904.0 0.3571623,181.11$ 23,181.12$ 6308‐015‐077 2000 E 49TH ST33722000 Industrial344,995 75.66%261,023.2 0.3571693,227.05$ 93,227.06$ 6308‐016‐005 1930 E 51ST ST3867530 Industrial71,874 46.19%33,198.6 0.3571611,857.21$ 11,857.22$ 6308‐016‐008 2140 E 51ST ST2076273 Industrial52,272 100.00%52,272.0 0.3571618,669.47$ 18,669.46$ 6308‐016‐010 2322 E 51ST ST13798825 Industrial166,399 50.39%83,848.5 0.3571629,947.31$ 29,947.32$ 6308‐016‐012 2305 E 52ND ST1709084 Industrial22,517 64.02%14,415.4 0.357165,148.60$ 5,148.60$ 6308‐016‐015 2323 E 52ND ST711133 Industrial32,422 100.00%32,422.0 0.3571611,579.84$ 11,579.84$ 6308‐016‐016 2335 E 52ND ST6660600 Industrial40,424 100.00%40,424.0 0.3571614,437.84$ 14,437.84$ 6308‐016‐022 2200 E 52ND ST2231298 Industrial123,680 37.00%45,761.6 0.3571616,344.21$ 16,344.22$ 6308‐016‐027 2031 E 55TH ST8523941 Industrial417,305 83.08%346,697.0 0.35716123,826.30$ 123,826.30$ 6308‐016‐028 2301 E 55TH ST8889418 Industrial120,901 100.00%120,901.0 0.3571643,181.00$ 43,181.00$ 6308‐016‐032 5415 S SANTA FE AVE1623646 Commercial30,000 100.00%30,000.0 0.3571610,714.80$ 10,714.80$ 6308‐016‐036 2381 E 52ND ST2920084 Industrial79,824 100.00%79,824.0 0.3571628,509.94$ 28,509.94$ 6308‐016‐039 2131 E 52ND ST11579871 Industrial263,102 70.52%185,539.5 0.3571666,267.30$ 66,267.30$ 6308‐016‐041 5201 S SANTA FE AVE8791337 Industrial85,378 53.58%45,745.5 0.3571616,338.47$ 16,338.48$ 6308‐016‐043 5132 S ALAMEDA ST4437404 Industrial76,665 100.00%76,665.0 0.3571627,381.67$ 27,381.68$ 6308‐016‐047 2226 E 52ND ST3254760 Industrial62,920 100.00%62,920.0 0.3571622,472.51$ 22,472.50$ 6308‐016‐048 2250 E 52ND ST8063100 Industrial54,014 100.00%54,014.0 0.3571619,291.64$ 19,291.64$ 6308‐016‐054 5401 S SANTA FE AVE4127311 Industrial54,450 22.00%11,979.0 0.357164,278.42$ 4,278.42$ 6308‐016‐056 2154 E 51ST ST2666591 Industrial53,774 100.00%53,774.0 0.3571619,205.92$ 19,205.92$ 6308‐018‐022 5700 S ALAMEDA ST1680050 Industrial91,040 100.00%91,040.0 0.3571632,515.85$ 32,515.84$ 6308‐019‐017 2330 E 57TH ST13924156 Industrial391,604 67.23%263,275.4 0.3571694,031.43$ 94,031.44$ 6308‐019‐021 5798 S ANDERSON ST767017 Industrial13,970 100.00%13,970.0 0.357164,989.53$ 4,989.52$ 6308‐019‐024 2198 E ANDERSON ST443935 Industrial5,467 100.00%5,467.0 0.357161,952.59$ 1,952.60$ 6308‐019‐026 2170 E ANDERSON ST906538 Industrial9,448 100.00%9,448.0 0.357163,374.45$ 3,374.44$ 6308‐019‐0272170 E ANDERSON ST545145 Industrial4,996 100.00%4,996.0 0.357161,784.37$ 1,784.38$ 6308‐019‐030 2111 E ANDERSON ST521211 Industrial14,316 38.86%5,563.2 0.357161,986.95$ 1,986.96$ 6308‐019‐031 5760 S 2ND ST2106300 Industrial14,612 100.00%14,612.0 0.357165,218.82$ 5,218.82$ 6308‐019‐032 5720 E 2ND ST540193 Industrial13,700 100.00%13,700.0 0.357164,893.09$ 4,893.10$ 6308‐019‐033 2104 E 57TH ST519750 Industrial13,695 100.00%13,695.0 0.357164,891.31$ 4,891.30$ 6308‐019‐034 2190 E 57TH ST540193 Industrial13,682 95.02%13,000.6 0.357164,643.31$ 4,643.30$ 6309‐001‐001 5190 S SANTA FE AVE7322334 Industrial90,343 100.00%90,343.0 0.3571632,266.91$ 32,266.90$ Resolution No. 2022-19 Page 11 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6309‐003‐037 5332 S SANTA FE AVE1035486 Vacant12,960 100.00%12,960.0 0.357164,628.79$ 4,628.80$ 6309‐004‐011 5402 S SANTA FE AVE274914 Industrial3,372 100.00%3,372.0 0.357161,204.34$ 1,204.34$ 6309‐005‐009 5512 S SANTA FE AVE1910174 Industrial6,747 100.00%6,747.0 0.357162,409.76$ 2,409.76$ 6309‐005‐011 5500 S SANTA FE AVE825968 Industrial9,829 100.00%9,829.0 0.357163,510.53$ 3,510.52$ 6309‐009‐004 5139 PACIFIC BLVD1059440 Industrial35,236 77.56%27,329.0 0.357169,760.84$ 9,760.84$ 6309‐018‐003 5140 PACIFIC BLVD525593 Commercial9,901 81.82%8,101.0 0.357162,893.35$ 2,893.36$ 6309‐026‐019 5525 S SOTO ST8241968 Industrial801,068 100.00%801,068.0 0.35716286,109.45$ 286,109.44$ 6309‐026‐028 2726 FRUITLAND AVE4259771 Industrial106,286 15.98%16,984.5 0.357166,066.19$ 6,066.18$ 6309‐026‐032 5411 S SOTO ST9308528 Industrial211,266 100.00%211,266.0 0.3571675,455.76$ 75,455.76$ 6309‐026‐033 5325 S SOTO ST8117557 Industrial348,916 46.44%162,036.6 0.3571657,872.99$ 57,872.98$ 6309‐026‐034 5201 S SOTO ST2101022 Industrial88,862 76.78%68,228.2 0.3571624,368.40$ 24,368.40$ 6309‐026‐035 2726 FRUITLAND AVE3425061 Industrial57,064 13.12%7,486.8 0.357162,673.98$ 2,673.98$ 6310‐002‐010 5207 S DOWNEY RD8781495 Industrial66,770 100.00%66,770.0 0.3571623,847.57$ 23,847.58$ 6310‐002‐011 5203 S DOWNEY RD2174572 Industrial35,981 100.00%35,981.0 0.3571612,850.97$ 12,850.98$ 6310‐002‐014 5201 S DOWNEY RD6802342 Industrial58,545 52.91%30,976.2 0.3571611,063.45$ 11,063.44$ 6310‐002‐016 3320 FRUITLAND AVE746521 Industrial17,400 100.00%17,400.0 0.357166,214.58$ 6,214.58$ 6310‐002‐026 5502 ALCOA AVE3153916 Industrial84,245 100.00%84,245.0 0.3571630,088.94$ 30,088.94$ 6310‐002‐027 5524 ALCOA AVE8479260 Industrial65,514 100.00%65,514.0 0.3571623,398.98$ 23,398.98$ 6310‐002‐029 5353 S DOWNEY RD12062539 Industrial330,272 15.00%49,540.8 0.3571617,693.99$ 17,694.00$ 6310‐002‐031 5601 S DOWNEY RD7293853 Industrial158,820 100.00%158,820.0 0.3571656,724.15$ 56,724.16$ 6310‐002‐032 5501 S DOWNEY RD9508018 Industrial200,535 100.00%200,535.0 0.3571671,623.08$ 71,623.08$ 6310‐004‐008 3365 E SLAUSON AVE5905674 Industrial182,516 50.00%91,258.0 0.3571632,593.71$ 32,593.70$ 6310‐004‐010 3355 E SLAUSON AVE6324000 Industrial56,192 94.75%53,241.9 0.3571619,015.88$ 19,015.88$ 6310‐004‐012 5681 S DOWNEY RD3380123 Industrial73,308 100.00%73,308.0 0.3571626,182.69$ 26,182.68$ 6310‐004‐014 3385 E SLAUSON AVE3796115 Industrial110,207 100.00%110,207.0 0.3571639,361.53$ 39,361.54$ 6310‐004‐015 3375 E SLAUSON AVE6891021 Commercial77,537 100.00%77,537.0 0.3571627,693.11$ 27,693.12$ 6310‐005‐004 5708 ALCOA AVE2546898 Industrial20,038 100.00%20,038.0 0.357167,156.77$ 7,156.78$ 6310‐005‐009 5764 ALCOA AVE9729373 Industrial157,687 100.00%157,687.0 0.3571656,319.49$ 56,319.48$ 6310‐005‐010 3311 E SLAUSON AVE6803833 Industrial89,733 100.00%89,733.0 0.3571632,049.04$ 32,049.04$ 6310‐006‐007 3287 E SLAUSON AVE1929077 Industrial43,124 100.00%43,124.0 0.3571615,402.17$ 15,402.16$ 6310‐006‐013 3275 E SLAUSON AVE12803048 Industrial149,411 100.00%149,411.0 0.3571653,363.63$ 53,363.64$ 6310‐006‐016 5725 ALCOA AVE UNIT 224762699 Industrial56,192 100.00%56,192.0 0.3571620,069.53$ 20,069.54$ 6310‐007‐006 3165 E SLAUSON AVE5639993 Industrial96,703 53.08%51,330.0 0.3571618,333.01$ 18,333.00$ 6310‐007‐008 5500 S BOYLE AVE15099927 Industrial151,504 100.00%151,504.0 0.3571654,111.17$ 54,111.16$ 6310‐008‐009 5685 ALCOA AVE25005300 Industrial222,230 100.00%222,230.0 0.3571679,371.67$ 79,371.66$ 6310‐008‐015 5233 ALCOA AVE14960360 Industrial217,280 100.00%217,280.0 0.3571677,603.72$ 77,603.72$ 6310‐008‐016 5383 ALCOA AVE15804572 Industrial257,695 25.97%66,923.4 0.3571623,902.36$ 23,902.36$ 6310‐009‐010 2825 E 54TH ST8903366 Industrial189,486 100.00%189,486.0 0.3571667,676.82$ 67,676.82$ 6310‐009‐024 2929 E 54TH ST5415823Industrial233,046 100.00%233,046.0 0.3571683,234.71$ 83,234.70$ 6310‐009‐0255215 S BOYLE AVE10633019Industrial467,399 100.00%467,399.0 0.35716166,936.23$ 166,936.22$ 6310‐010‐007 5400 S SOTO ST3442520 Industrial270,046 22.44%60,598.3 0.3571621,643.30$ 21,643.30$ 6310‐010‐014 5455 S BOYLE AVE840648 Industrial59,647 100.00%59,647.0 0.3571621,303.52$ 21,303.52$ 6310‐011‐008 5801 S BOYLE AVE5160552 Industrial143,748 100.00%143,748.0 0.3571651,341.04$ 51,341.04$ 6310‐015‐021 5500 S SOTO ST6752464 Industrial111,078 67.41%74,877.7 0.3571626,743.31$ 26,743.32$ 6310‐015‐022 5604 S SOTO ST1979489 Industrial82,764 77.99%64,547.6 0.3571623,053.84$ 23,053.84$ 6310‐027‐022 6250 S BOYLE AVE21160295 Industrial383,328 56.79%217,692.0 0.3571677,750.86$ 77,750.86$ 6310‐027‐037 3100 E SLAUSON AVE35226328 Industrial808,642 89.43%723,168.5 0.35716258,286.88$ 258,286.88$ Resolution No. 2022-19 Page 12 of 13 ________________________
WAREHOUSE SPECIAL PARCEL TAX (WSPT) 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV Use Category Lot Sq.Ft. WSPT Percent Lot Sq.Ft Subject to WSPT Asmt WSPT Rate WSPT AmountEven CentsDRAFT6310‐027‐042 6099 MALBURG WAY8033325 Industrial77,537 100.00%77,537.0 0.3571627,693.11$ 27,693.12$ 6310‐027‐043 6065 MALBURG WAY7794571 Industrial77,972 53.06%41,371.9 0.3571614,776.40$ 14,776.40$ 6310‐027‐044 6033 MALBURG WAY7821102 Industrial79,715 56.20%44,799.8 0.3571616,000.71$ 16,000.70$ 6310‐027‐045 6001 MALBURG WAY7783960 Industrial80,150 80.77%64,737.2 0.3571623,121.52$ 23,121.52$ 6310‐027‐046 5981 MALBURG WAY7990896 Industrial84,506 100.00%84,506.0 0.3571630,182.16$ 30,182.16$ 6310‐027‐048 3390 E SLAUSON AVE8781495 Industrial118,048 83.00%97,979.8 0.3571634,994.48$ 34,994.48$ 6310‐027‐049 5990 MALBURG WAY8303952 Industrial87,991 100.00%87,991.0 0.3571631,426.87$ 31,426.86$ 6310‐027‐050 6074 MALBURG WAY8277421 Industrial85,487 100.00%85,487.0 0.3571630,532.54$ 30,532.54$ 6310‐027‐051 6116 MALBURG WAY7927223 Industrial83,112 63.12%52,460.3 0.3571618,736.72$ 18,736.72$ 6310‐027‐052 6160 MALBURG WAY7821102 Industrial83,142 51.87%43,125.8 0.3571615,402.79$ 15,402.80$ 6314‐001‐035 5201 DISTRICT BLVD6034228 Industrial60,548 100.00%60,548.0 0.3571621,625.32$ 21,625.32$ 6314‐001‐036 5275 DISTRICT BLVD4665943 Industrial78,408 100.00%78,408.0 0.3571628,004.20$ 28,004.20$ 6314‐002‐015 5151 HELIOTROPE AVE3216260 Industrial60,548 100.00%60,548.0 0.3571621,625.32$ 21,625.32$ 6314‐002‐016 4731 E 52ND DR3062662 Industrial67,082 100.00%67,082.0 0.3571623,959.01$ 23,959.00$ 6314‐003‐010 5119 DISTRICT BLVD18279328 Industrial221,285 50.00%110,642.5 0.3571639,517.08$ 39,517.08$ 6314‐020‐044 5051 E SLAUSON AVE1975446 Industrial31,470 100.00%31,470.0 0.3571611,239.83$ 11,239.82$ 6314‐033‐00314119941 Industrial310,583 100.00%310,583.0 0.35716110,927.82$ 110,927.82$ 6314‐033‐005877968 Industrial29,180 100.00%29,180.0 0.3571610,421.93$ 10,421.92$ 6332‐001‐002 4800 E 26TH ST1071124 Industrial38,768 100.00%38,768.0 0.3571613,846.38$ 13,846.38$ 6332‐001‐003 4720 E 26TH ST2222416 Industrial53,004 30.45%16,139.7 0.357165,764.46$ 5,764.46$ 6332‐001‐004 4730 E 26TH ST1798655 Industrial69,112 24.73%17,091.4 0.357166,104.36$ 6,104.36$ Total49113,307,943.06$ Resolution No. 2022-19 Page 13 of 13 ________________________
Exclusively Industrial
FINANCE DEPARTMENT
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583‐8811
DA Account #: 276.40
AGREEMENT FOR BILLING OF DIRECT ASSESSMENTS
(Warehouse Special Parcel Tax)
This agreement is made and entered into between the Los Angeles County Auditor-Controller
and City of Vernon to provide the service of placement of direct assessments on the Secured
Tax Roll and distribution of collections to City of Vernon.
I. PROPERTY TAX SERVICES
Los Angeles County will place direct assessments on the Secured Tax Roll and distribute
collections to City of Vernon at the same time and in the same manner as Los Angeles
County property taxes are collected and distributed. City of Vernon will adhere to the
policies and procedures established by the Los Angeles County Auditor-Controller as
outlined in the Direct Assessment Submission Procedure Manual.
Fee for Billing Services
For billing of direct assessments, the Los Angeles County Auditor-Controller shall collect
the following charge:
DA Original Submission - $0.25 per assessment per parcel
For correction of direct assessments requested by City of Vernon after extension of the
tax roll, the Los Angeles County Auditor-Controller will collect $13.00 per correction.
The Los Angeles County Auditor-Controller will charge an additional fee for extended
services provided to City of Vernon that are outlined in the Auditor-Controller Direct
Assessment Submission Procedure Manual.
II. COLLECTION OF AUDITOR-CONTROLLER FEES
Direct Assessment billing charges are collected once a year, on the December 20th
advance distribution. Any additional charges are deducted on the next available
distribution of monies.
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583‐8811
Agreement for Billing of Direct Assessments (Warehouse Special Parcel Tax)
Page 2
III. ACCOUNTING SERVICES
The Los Angeles County Auditor-Controller has available a report of direct assessments
levied for the tax year by parcel and will be provided to City of Vernon. Accounting
Services beyond this will be considered extended services and will be subject to additional
charges and fees.
IV. MODIFICATION OF COLLECTION FEES AND CHARGES
The Los Angeles County Auditor-Controller reserves the right to increase or decrease any
charges herein provided, in proportion to any changes in costs incurred by the Auditor-
Controller in providing the services described herein, provided that written notice of any
increase or decrease in charges is given to City of Vernon.
V. AUTHORITY FOR LEVY AND COMPLIANCE WITH LAW
The authority for such levy, (i.e. resolution, ordinance or election), shall accompany
requests for the levy of direct assessments. City of Vernon warrants that the taxes, fees,
or assessments imposed by City of Vernon and collected pursuant to this Agreement
comply with all requirements of state law, including but not limited to Articles XIIIC and
XIIID of the California Constitution (Proposition 218).
City of Vernon hereby releases and forever discharges Los Angeles County and its
officers, agents and employees from any and all claims, demands, liabilities, costs and
expenses, damages, causes of action, and judgments, in any manner arising out of City
of Vernon responsibility under this agreement or other action taken by City of Vernon in
establishing a special tax, fee, or assessment and implementing collection of special taxes,
fees, or assessments as contemplated in this agreement.
City of Vernon agrees to and shall defend, indemnify and hold harmless Los Angeles
County and its officers, agents and employees (“indemnified parties”) from any and all
claims, demands, liabilities, costs and expenses, damages, causes of action and
judgments, in any manner arising out of any of City of Vernon responsibility under this
agreement, or other action taken by City of Vernon in establishing a special tax, fee, or
assessment and implementing collection of special taxes, fees, or assessments as
contemplated in this agreement.
If any judgment is entered against any indemnified party as a result of action taken to
implement this Agreement, City of Vernon agrees that Los Angeles County may offset
the amount of any judgment paid by Los Angeles County or by any indemnified party from
any monies collected by Los Angeles County on City of Vernon behalf, including property
taxes, special taxes, fees, or assessments. Los Angeles County may, but is not required
to, notify City of Vernon of its intent to implement any offset authorized by this paragraph.
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583‐8811
Agreement for Billing of Direct Assessments
Page 3
VI. TERMS OF AGREEMENT
All existing agreements between Los Angeles County Auditor-Controller and City of
Vernon pertaining to the collection of direct assessments shall be terminated upon the
execution of this agreement. This agreement shall continue from year to year and shall
be subject to cancellation by either party by giving a thirty-day written notice to the other
party of cancellation.
AUTHORIZED SIGNEE:
☐ Director of Finance ☐ Manager ☐ Authorized Consulting Agent
☐ Other (please specify Title): ______________________________
Authorized Signature: ____________________________________ Date: _____________
Authorized Name: ____________________________________ PRINT NAME
___________________________________________________________________________
For Auditor-Controller Use Only
Approved Signature: ____________________________________ Date: _____________
SECTION MANAGER
Approved Name: ____________________________________ PRINT NAME
WAREHOUSE SPECIAL PARCEL TAXCPI - MARCH BASE INCREASE FROM INCEPTION % CPI % Increase from Maximum Tax Rate Proposed Tax Rate Increase from Previous Year %A B (A/B)-1 Previous Year $.20*(CPI/Base CPI)2022 306.679 165 0.858661 85.87% 8.502094% 0.371732$ 0.357164$ 0.042500 4.250000%2021 282.648 165 0.713018 71.30% 2.190615% 0.342604$ 0.342604$ 0.021906 2.190615%2020 276.589 165 0.676297 67.63% 1.945369% 0.335259$ 0.335259$ 0.019454 1.945369%2019 271.311 165 0.644309 64.43% 2.707849% 0.328862$ 0.328862$ 0.027078 2.707849%2018 264.158 165 0.600958 60.10% 3.784697% 0.320192$ 0.320192$ 0.037847 3.784697%2017 254.525 165 0.542576 54.26% 2.683632% 0.308515$ 0.308515$ 0.026836 2.683632%2016 247.873 165 0.502261 50.23% 1.696494% 0.300452$ 0.300452$ 0.016965 1.696494%2015 243.738 165 0.477200 47.72% 0.514246% 0.295440$ 0.295440$ 0.005142 0.514246%2014 242.491 165 0.469642 46.96% 1.040022% 0.293928$ 0.293928$ 0.010400 1.040022%2013 239.995 165 0.454515 45.45% 1.288928% 0.290903$ 0.290903$ 0.012883 1.288301% PUBLIC SAFETY SPECIAL PARCEL TAXCPI - MARCH BASE INCREASE FROM INCEPTION % CPI % Increase from Maximum Tax Rate Proposed Tax Rate Increase from Previous Year %A B (A/B)-1 Previous Year 0.03*(CPI/Base CPI)2022 306.679 239.995 0.277856 27.79% 8.502094% 0.038336$ 0.036833$ 0.042500 4.250000%2021 282.648 239.995 0.177725 17.77% 2.190615% 0.035332$ 0.035332$ 0.021906 2.190615%2020 276.589 239.995 0.152478 15.25% 1.945369% 0.034574$ 0.034574$ 0.019454 1.945369%2019 271.311 239.995 0.130486 13.05% 2.707849% 0.033915$ 0.033915$ 0.027078 2.707849%2018 264.158 239.995 0.100681 10.07% 3.784697% 0.033020$ 0.033020$ 0.037847 3.784697%2017 254.525 239.995 0.060543 6.05% 2.683632% 0.031816$ 0.031816$ 0.026836 2.683632%2016 247.873 239.995 0.032826 3.28% 1.696494% 0.030985$ 0.030985$ 0.016965 1.696494%2015 243.738 239.995 0.015596 1.56% 0.514246% 0.030468$ 0.030468$ 0.005142 0.514246%2014 242.491 239.995 0.010400 1.04% 1.040022% 0.030312$ 0.030312$ 0.010400 1.040022%2013 239.995 239.995 0.000000 0.00% 0.000000% 0.030000$ 0.030000$ 0.000000 0.000000%
City Council Agenda Item Report
Submitted by: John Lau
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022
SUBJECT
Public Safety Special Parcel Tax Rate Adjustment for Fiscal Year 2022-2023
Recommendation:
A. Adopt Resolution No. 2022-20 determining the Public Safety Special Parcel Tax levied
for Fiscal Year (FY) 2022-2023, pursuant to Municipal Code Section 3.20.020; and
B. Approve and authorize the Director of Finance to execute an Agreement for Billing Direct
Assessments (Public Safety Special Parcel Tax) with the County of Los Angeles Auditor-
Controller’s Office, in substantially the same form as submitted, for the collection and
distribution of the Public Safety Special Parcel Tax for FY 2022-2023.
Background:
On April 9, 2013, the City of Vernon voters approved Measure L, which authorized the annual
levy of a parcel tax on non-residential parcels to fund public safety services. Since its
adoption, the Public Safety Special Parcel Tax (Public Safety Tax) is collected annually for
each taxable parcel area that is not apportioned a share of the Warehouse Special Parcel Tax
as an Assessment on the Los Angeles County Property Tax Bill. However, the City Council
sets the rate of the tax each year. The City Council must choose a rate that is not greater than
the maximum tax rate for the fiscal year. The provisions for calculating and collecting the
Public Safety Tax are codified in Section 3.20.020 of the Vernon Municipal Code (VMC).
Pursuant to VMC Section 3.20.020(d)(2), the maximum rate shall be adjusted annually based
upon changes in the Consumer Price Index (CPI) for All Urban Consumers (CPI-U), All Items
Index, Los Angeles-Riverside-Orange County, California Area (1982-84=100) for the month of
March of the immediately preceding fiscal year. In January 2018, the Bureau of Labor
Statistics introduced a new geographic area sample for the CPI. The CPI relies on a sample of
households in different metropolitan areas to represent urban households across the nation.
Periodically, the CPI program needs to adjust the sample to reflect changes in the distribution
of the population across the country. As such, the CPI-U, All Items Index, is now titled, Los
Angeles-Long Beach-Anaheim, CA. The geographic area revision does not affect the base
year of the CPI. For FY 2021-2022 City Council adopted Resolution No. 2021-21 setting the
rate at $0.03533 per square foot of taxable parcel area.
FY 2022-20223 MAXIMUM PUBLIC SAFETY TAX RATE CALCULATION
Applying the CPI (Attachment 3) in the manner required by Section 3.20.020(d)(2) of the VMC,
staff calculated the maximum Public Safety Tax rate for FY 2022-2023 to be $0.03833 per
square foot of taxable area. The calculations are as follows:
Multiply the tax rate by a fraction, the numerator of which is the CPI on the adjustment date
and the denominator of which is the CPI for the period ending March, 2013.
CPI March, 2013 = 239.995
CPI March, 2022 = 306.679
$0.03(306.679/239.995) = $0.03833 per square foot of taxable parcel area. The maximum
Public Safety Tax rate for FY 2022-2023 is an approximate increase of 28% over the 2013
rate and approximately 8.5% over the FY 2021-22 rate. Given the year over year increase
of the CPI rate and pursuant to VMC Section 3.20.010(d), staff recommends that City
Council impose a lower rate of $0.03683 per square foot of taxable parcel area, an
increase of approximately 4.25% over the 2021 rate.
Pursuant to VMC Section 3.20.020(f), the tax is collected on the County of Los Angeles
Property Tax Bill. An agreement is required by the County of Los Angeles Auditor-Controller's
Office for the City of Vernon to use the County's collection services. Pursuant to VMC Section
3.32.110 et seq., competitive bidding and competitive selection are not required because the
services are provided by a governmental entity and because the entity is the sole provider.
The Agreement for Billing Direct Assessments (Public Safety Special Parcel Tax) was
reviewed and approved as to form by the City Attorney's Office.
In order to implement the Public Safety Tax, Staff recommends that the City Council adopt the
proposed resolution setting the Public Safety Tax at $0.03683 per square foot of taxable
parcel area and approve and authorize the Director of Finance to execute an Agreement for
the Billing of Direct Assessments (Public Safety Special Parcel Tax) with the County of Los
Angeles Auditor-Controller's Office for the collection and distribution of the Public Safety
Special Parcel Tax for FY 22-23.
Fiscal Impact:
Based on the proposed rate adjustment of $0.03683 per square foot of taxable parcel area,
and by implementing the recommended action, the City's Public Safety Tax revenue will
increase from approximately $2.180 million to approximately $2.272 million, providing an
estimated additional $92,000 for the FY 22-23 Budget.
The County of Los Angeles Auditor-Controller charges $0.25 per assessment per parcel, plus
a $50 processing fee for FY 22-23. Corrections of direct assessments will be charged at a rate
of $13 per parcel. Direct Assessment billing charges are deducted from revenues forwarded
by the County to the City on the December 20th advanced distribution. The estimated total
cost, based upon the parcels subject to the Public Safety Tax is $286.
Attachments:
1. Resolution No. 2022-20
2. Agreement for Billing of Direct Assessments (Public Safety Special Parcel Tax)
3. Bureau of Labor Statistics Data
RESOLUTION NO. 2022-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
DETERMINING THE PUBLIC SAFETY SPECIAL PARCEL TAX LEVIED
FOR FISCAL YEAR 2022-2023 PURSUANT TO VERNON MUNICIPAL CODE SECTION 3.20.020
SECTION 1. Recitals.
A.Vernon Municipal Code Section 3.20.020 authorizes an annual public safetyspecial parcel tax (Tax).
B.Vernon Municipal Code Section 3.20.020(e) requires that the City Councildetermine, for each fiscal year, by ordinance or resolution, the amount of the Tax to beimposed on each parcel subject to the Tax, calculated based on the applicable maximumrate for such fiscal year but may, at the discretion of the City Council, be determinedbased on lower rates.
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 hereby determines the Tax for fiscal year 2022-2023 shall be $0.03683 per square foot of taxable parcel area. A list of parcels subject to the Tax, as well as the amount of the Tax to be levied upon each parcel, is attached
hereto as Exhibit A and is hereby approved.
SECTION 4. The tax shall be collected in the same manner as ad valorem property taxes are collected and shall be subject to the same procedure, sale and lien priority in case of delinquency as is provided by ad valorem taxes.
SECTION 5. The City Clerk, or designee, is hereby directed to transmit a copy of this resolution, together with such other information as may be required for placement of the tax on the County property tax bills, to the Department of Auditor-Controller of the County of Los Angeles.
SECTION 6. The City Administrator, or designee, is hereby authorized to amend the aforesaid list to add any parcel subject to the Tax omitted therefrom, with said Tax calculated at the rate of $0.03683 per square foot of taxable parcel area, and to delete any parcel erroneously included.
/ / /
Resolution No. 2022-20 Page 2 of 23 _______________________
SECTION 7. The City Clerk shall certify the passage and adoption of this
resolution and enter it into the book of original resolutions. APPROVED AND ADOPTED this 21st day of June, 2022.
_________________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal) APPROVED AS TO FORM:
___________________________
ZAYNAH N. MOUSSA, Interim City Attorney
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven Cents5168‐023‐001 2677 E 26TH ST586595 Industrial31,529 100.00%31,529.0 0.036831,161.21$ 1,161.22$5168‐023‐010 2626 E 25TH ST142800 Vacant9,134 100.00%9,134.0 0.03683336.41$ 336.40$5168‐023‐015 2671 E 26TH ST706243 Industrial36,812 100.00%36,812.0 0.036831,355.79$ 1,355.78$5168‐023‐018458101 Industrial46,544 100.00%46,544.0 0.036831,714.22$ 1,714.22$5168‐023‐019 2590 HARRIETT ST2779546 Industrial49,328 100.00%49,328.0 0.036831,816.75$ 1,816.76$5168‐025‐0024003 Vacant1,888 100.00%1,888.0 0.0368369.54$69.54$5168‐025‐028 2550 E 25TH ST786524 Vacant24,716 100.00%24,716.0 0.03683910.29$ 910.30$5168‐025‐032 2570 E 25TH ST2857239 Vacant29,761 100.00%29,761.0 0.036831,096.10$ 1,096.10$5168‐025‐033 2570 E 25TH ST4835329 Industrial51,831 100.00%51,831.0 0.036831,908.94$ 1,908.94$5168‐025‐036 2550 E 25TH ST5958286 Industrial54,037 100.00%54,037.0 0.036831,990.18$ 1,990.18$5168‐026‐017 2530 S SANTA FE AVE465444 Industrial6,121 100.00%6,121.0 0.03683225.44$ 225.44$5168‐026‐018 2445 E 26TH ST2741806 Industrial38,860 12.50%4,857.5 0.03683178.90$ 178.90$5169‐021‐006 3225 E WASHINGTON BLVD 1120892 Industrial42,939 100.00%42,939.0 0.036831,581.44$ 1,581.44$5169‐021‐007 3251 E WASHINGTON BLVD344110 Industrial10,718 100.00%10,718.0 0.03683394.74$ 394.74$5169‐021‐012 1669 S DOWNEY RD232022 Vacant8,193 100.00%8,193.0 0.03683301.75$ 301.74$5169‐021‐015 1645 S GRANDE VISTA AVE336263 Industrial12,262 100.00%12,262.0 0.03683451.61$ 451.60$5169‐021‐016 1665 S GRANDE VISTA AVE208480 Commercial6,814 100.00%6,814.0 0.03683250.96$ 250.96$5169‐022‐00833769 Vacant6,430 100.00%6,430.0 0.03683236.82$ 236.82$5169‐022‐009 3270 E WASHINGTON BLVD 1180301 Vacant130,680 100.00%130,680.0 0.036834,812.94$ 4,812.94$5169‐022‐270126401 Vacant34,168 100.00%34,168.0 0.036831,258.41$ 1,258.40$5169‐023‐016 3136 E WASHINGTON BLVD 2236346 Vacant47,506 100.00%47,506.0 0.036831,749.65$ 1,749.64$5169‐023‐0221145 Vacant1,570 100.00%1,570.0 0.0368357.82$57.82$5169‐023‐031 3170 E WASHINGTON BLVD 29495382 Industrial253,519 100.00%253,519.0 0.036839,337.10$ 9,337.10$5169‐029‐0135600 Vacant40,738 100.00%40,738.0 0.036831,500.38$ 1,500.38$5169‐029‐015 2707 E 26TH ST1129432 Industrial47,545 100.00%47,545.0 0.036831,751.08$ 1,751.08$5169‐029‐020 2775 E 26TH ST5202000 Industrial40,419 100.00%40,419.0 0.036831,488.63$ 1,488.64$5169‐029‐2729029 Vacant23,904 100.00%23,904.0 0.03683880.38$ 880.38$5169‐032‐008 3113 E 26TH ST5332012 Industrial174,676 40.00%69,870.4 0.036832,573.33$ 2,573.33$5169‐032‐012 3107 E 26TH ST612724 Industrial42,689 40.00%17,075.6 0.03683628.89$ 628.89$5169‐032‐01435717 Industrial2,590 100.00%2,590.0 0.0368395.39$95.38$5169‐032‐015 3137 E 26TH ST5647046 Industrial92,232 100.00%92,232.0 0.036833,396.90$ 3,396.90$5169‐033‐016 3251 E 26TH ST8486502 Industrial108,900 41.74%45,454.9 0.036831,674.10$ 1,674.10$5169‐033‐017 3211 E 26TH ST3021340 Industrial154,783 100.00%154,783.0 0.036835,700.66$ 5,700.66$5169‐033‐018 3285 E 26TH ST4931431 Industrial69,671 100.00%69,671.0 0.036832,565.98$ 2,565.98$5169‐034‐003 3411 E 26TH ST669046 Industrial62,553 100.00%62,553.0 0.036832,303.83$ 2,303.82$5169‐034‐007 3451 E 26TH ST567302 Industrial22,373 100.00%22,373.0 0.03683824.00$ 824.00$5169‐034‐008 3461 E 26TH ST2868443 Industrial38,202 100.00%38,202.0 0.036831,406.98$ 1,406.98$5169‐034‐010 3365 E 26TH ST3032072 Industrial102,635 100.00%102,635.0 0.036833,780.05$ 3,780.04$5169‐034‐017 3355 E 26TH ST848981 Industrial49,236 100.00%49,236.0 0.036831,813.36$ 1,813.36$5169‐034‐018 3333 E 26TH ST1900533 Industrial69,185 100.00%69,185.0 0.036832,548.08$ 2,548.08$5169‐034‐019 3305 E 26TH ST14611396 Industrial115,564 100.00%115,564.0 0.036834,256.22$ 4,256.22$5169‐034‐020112487 Vacant12,270 100.00%12,270.0 0.03683451.90$ 451.90$5169‐034‐2701258 Vacant1,117 100.00%1,117.0 0.0368341.14$41.14$5192‐025‐013 2646 S DOWNEY RD3601940 Industrial42,427 100.00%42,427.0 0.036831,562.59$ 1,562.58$5192‐025‐015 3626 E 26TH ST1800332 Industrial21,392 100.00%21,392.0 0.03683787.87$ 787.86$5192‐029‐014 3650 E 26TH ST1564604 Industrial106,109 100.00%106,109.0 0.036833,907.99$ 3,908.00$DRAFTResolution No. 2022-20 Page 3 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT5192‐029‐2731096802 Vacant247,354 100.00%247,354.0 0.036839,110.05$ 9,110.04$ 5192‐030‐001 3800 E 26TH ST6629721 Industrial304,850 100.00%304,850.0 0.0368311,227.63$ 11,227.62$ 5192‐030‐004 3700 E 26TH ST5610222 Industrial158,558 57.89%91,789.2 0.036833,380.60$ 3,380.60$ 5192‐030‐009 3841 BANDINI BLVD2922894 Industrial197,747 100.00%197,747.0 0.036837,283.02$ 7,283.02$ 5243‐018‐010 4440 E 26TH ST30775031 Industrial316,440 34.13%108,001.0 0.036833,977.68$ 3,977.68$ 5243‐018‐011 4489 BANDINI BLVD3941694 Industrial123,275 40.00%49,310.0 0.036831,816.09$ 1,816.08$ 5243‐018‐015 4442 E 26TH ST5271285 Industrial63,136 94.11%59,417.3 0.036832,188.34$ 2,188.34$ 5243‐019‐017 4300 E 26TH ST4451594 Industrial76,666 24.03%18,422.8 0.03683678.51$ 678.52$ 5243‐019‐018 4306 E 26TH ST3748478 Industrial71,430 12.00%8,571.6 0.03683315.69$ 315.70$ 5243‐019‐021 4415 BANDINI BLVD21361874 Industrial432,115 100.00%432,115.0 0.0368315,914.80$ 15,914.80$ 5243‐020‐023 4133 BANDINI BLVD5488779 Industrial91,689 100.00%91,689.0 0.036833,376.91$ 3,376.90$ 5243‐020‐024 4221 BANDINI BLVD2897714 Industrial163,868 70.00%114,707.6 0.036834,224.68$ 4,224.68$ 5243‐021‐012 4060 E 26TH ST3940052 Vacant103,608 100.00%103,608.0 0.036833,815.88$ 3,815.88$ 5243‐021‐016 4037 BANDINI BLVD1693232 Industrial66,996 100.00%66,996.0 0.036832,467.46$ 2,467.46$ 5243‐021‐017 4041 BANDINI BLVD1132741 Industrial41,292 100.00%41,292.0 0.036831,520.78$ 1,520.78$ 5243‐021‐021 4010 E 26TH ST14716168 Industrial295,375 100.00%295,375.0 0.0368310,878.66$ 10,878.66$ 5243‐021‐022 4065 BANDINI BLVD671765 Vacant50,131 100.00%50,131.0 0.036831,846.32$ 1,846.32$ 5243‐021‐023 4105 BANDINI BLVD839089 Industrial53,041 100.00%53,041.0 0.036831,953.50$ 1,953.50$ 5243‐021‐024 2700 S INDIANA ST1536619 Commercial65,768 100.00%65,768.0 0.036832,422.24$ 2,422.24$ 5243‐022‐007 3901 BANDINI BLVD244637 Industrial16,701 100.00%16,701.0 0.03683615.10$ 615.10$ 5243‐022‐009 2717 S INDIANA ST2739499 Industrial155,251 100.00%155,251.0 0.036835,717.89$ 5,717.90$ 5243‐022‐010 3900 E 26TH ST15506220 Industrial239,863 100.00%239,863.0 0.036838,834.15$ 8,834.16$ 6302‐001‐002 2613 S SOTO ST602985 Commercial37,515 100.00%37,515.0 0.036831,381.68$ 1,381.68$ 6302‐001‐016 2639 S SOTO ST1435466 Industrial70,029 100.00%70,029.0 0.036832,579.17$ 2,579.16$ 6302‐001‐029 2634 E 26TH ST2982099 Industrial70,870 100.00%70,870.0 0.036832,610.14$ 2,610.14$ 6302‐001‐034411 Vacant75,834 100.00%75,834.0 0.036832,792.97$ 2,792.96$ 6302‐001‐036 2800 JEWEL AVE1039962 Industrial52,590 100.00%52,590.0 0.036831,936.89$ 1,936.88$ 6302‐001‐0371393 Vacant4,362 100.00%4,362.0 0.03683160.65$ 160.66$ 6302‐001‐038 2750 JEWEL AVE2344558 Industrial65,542 100.00%65,542.0 0.036832,413.91$ 2,413.92$ 6302‐001‐0395608 Vacant5,081 100.00%5,081.0 0.03683187.13$ 187.14$ 6302‐001‐0431175 Vacant12,073 100.00%12,073.0 0.03683444.65$ 444.64$ 6302‐001‐044 2731 S SOTO ST2787413 Industrial71,976 100.00%71,976.0 0.036832,650.88$ 2,650.88$ 6302‐001‐045486079 Vacant24,244 100.00%24,244.0 0.03683892.91$ 892.90$ 6302‐001‐046 2678 E 26TH ST957080 Industrial137,590 100.00%137,590.0 0.036835,067.44$ 5,067.44$ 6302‐001‐047 2626 E 26TH ST4599217 Industrial189,486 100.00%189,486.0 0.036836,978.77$ 6,978.76$ 6302‐001‐27383420 Commercial141,433 100.00%141,433.0 0.036835,208.98$ 5,208.98$ 6302‐001‐2744849 Vacant4,419 100.00%4,419.0 0.03683162.75$ 162.76$ 6302‐002‐019 2647 E 37TH ST2067232 Industrial87,120 15.00%13,068.0 0.03683481.29$ 481.30$ 6302‐002‐020 2525 E 37TH ST18922398 Industrial669,517 45.00%301,282.7 0.0368311,096.24$ 11,096.24$ 6302‐002‐024442522 Vacant19,454 100.00%19,454.0 0.03683716.49$ 716.50$ 6302‐002‐0261398671 Vacant58,895 100.00%58,895.0 0.036832,169.10$ 2,169.10$ 6302‐002‐027 2454 E 27TH ST56815 Vacant7,120 100.00%7,120.0 0.03683262.23$ 262.22$ 6302‐002‐028638846 Vacant29,014 100.00%29,014.0 0.036831,068.59$ 1,068.58$ 6302‐002‐031 2709 E 37TH ST25572424 Industrial729,973 100.00%729,973.0 0.0368326,884.91$ 26,884.90$ 6302‐003‐019 2537 E 27TH ST16041977 Industrial384,130 72.10%276,957.7 0.0368310,200.35$ 10,200.36$ 6302‐003‐020 2531 E 27TH ST1131904 Industrial17,719 100.00%17,719.0 0.03683652.59$ 652.60$ Resolution No. 2022-20 Page 4 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6302‐003‐021 2501 E 27TH ST3291318 Industrial51,598 100.00%51,598.0 0.036831,900.35$ 1,900.36$ 6302‐003‐022274732 Vacant2,484 100.00%2,484.0 0.0368391.49$ 91.48$ 6302‐003‐023 2501 E 28TH ST2903459 Industrial85,149 100.00%85,149.0 0.036833,136.04$ 3,136.04$ 6302‐003‐025 2535 E 28TH ST2518662 Industrial38,617 100.00%38,617.0 0.036831,422.26$ 1,422.26$ 6302‐004‐012 2468 E 26TH ST2879268 Industrial40,025 100.00%40,025.0 0.036831,474.12$ 1,474.12$ 6302‐004‐016 2443 E 27TH ST2479259 Industrial44,510 100.00%44,510.0 0.036831,639.30$ 1,639.30$ 6302‐004‐019 2700 S SANTA FE AVE689720 Industrial6,431 100.00%6,431.0 0.03683236.85$ 236.86$ 6302‐004‐020 2704 S SANTA FE AVE184352 Vacant5,798 100.00%5,798.0 0.03683213.54$ 213.54$ 6302‐005‐003 2900 S SANTA FE AVE1333838 Industrial27,896 25.83%7,205.5 0.03683265.38$ 265.38$ 6302‐005‐004 2800 S SANTA FE AVE1540831 Commercial6,447 52.65%3,394.3 0.03683125.01$ 125.02$ 6302‐005‐011 2449 E 30TH ST631072 Industrial49,655 100.00%49,655.0 0.036831,828.79$ 1,828.80$ 6302‐005‐012 2425 E 30TH ST10373400 Industrial101,742 87.08%88,596.9 0.036833,263.03$ 3,263.02$ 6302‐005‐013 3000 S SANTA FE AVE1405214 Industrial18,729 52.87%9,902.0 0.03683364.69$ 364.70$ 6302‐005‐014 3620 S SANTA FE AVE282934 Industrial9,375 100.00%9,375.0 0.03683345.28$ 345.28$ 6302‐005‐017 2425 E 37TH ST317080 Industrial13,204 100.00%13,204.0 0.03683486.30$ 486.30$ 6302‐005‐019 2415 E 37TH ST768658 Industrial9,685 100.00%9,685.0 0.03683356.70$ 356.70$ 6302‐005‐021 2435 E 37TH ST6418820 Industrial132,476 100.00%132,476.0 0.036834,879.09$ 4,879.10$ 6302‐006‐012 2989 S SANTA FE AVE832185 Industrial91,464 100.00%91,464.0 0.036833,368.62$ 3,368.62$ 6302‐006‐021 2275 E 37TH ST9842022 Industrial140,908 100.00%140,908.0 0.036835,189.64$ 5,189.64$ 6302‐006‐02223763 Vacant9,172 100.00%9,172.0 0.03683337.80$ 337.80$ 6302‐007‐023 2801 S SANTA FE AVE8076482 Industrial167,270 45.81%76,626.4 0.036832,822.15$ 2,822.14$ 6302‐007‐026 2200 E 27TH ST3834698 Industrial63,145 100.00%63,145.0 0.036832,325.63$ 2,325.64$ 6302‐007‐031 2288 E 27TH ST2828741 Industrial42,590 39.82%16,959.3 0.03683624.61$ 624.62$ 6302‐007‐03286793 Vacant10,419 100.00%10,419.0 0.03683383.73$ 383.74$ 6302‐007‐033 2701 S SANTA FE AVE15606000 Industrial123,275 80.00%98,620.0 0.036833,632.17$ 3,632.18$ 6302‐008‐006 2120 E 25TH ST1837598 Industrial36,590 100.00%36,590.0 0.036831,347.61$ 1,347.60$ 6302‐008‐007 2140 E 25TH ST3445508 Industrial43,560 5.56%2,421.9 0.0368389.20$ 89.20$ 6302‐008‐010 2529 S SANTA FE AVE6850000 Commercial51,465 100.00%51,465.0 0.036831,895.46$ 1,895.46$ 6302‐008‐014 2619 S SANTA FE AVE787577 Industrial7,000 33.33%2,333.1 0.0368385.93$ 85.92$ 6302‐008‐016 2641 S SANTA FE AVE786632 Industrial5,597 66.67%3,731.5 0.03683137.43$ 137.44$ 6302‐008‐017 2675 S SANTA FE AVE291333 Industrial3,925 31.25%1,226.6 0.0368345.17$ 45.18$ 6302‐008‐019 2375 E 27TH ST132423 Vacant4,944 100.00%4,944.0 0.03683182.09$ 182.08$ 6302‐008‐021 2331 E 27TH ST296183 Industrial19,802 100.00%19,802.0 0.03683729.31$ 729.30$ 6302‐009‐016 1900 E 25TH ST1589451 Industrial67,518 2.78%1,877.0 0.0368369.13$ 69.12$ 6302‐009‐017 1980 E 25TH ST1519289 Industrial54,450 47.24%25,722.2 0.03683947.35$ 947.34$ 6302‐009‐018 2020 E 25TH ST1321776 Industrial55,757 50.21%27,995.6 0.036831,031.08$ 1,031.08$ 6302‐009‐019 2080 E 25TH ST1092308 Industrial41,598 77.36%32,180.2 0.036831,185.20$ 1,185.20$ 6302‐009‐0217705 Vacant820 100.00%820.0 0.0368330.20$ 30.20$ 6302‐009‐028 1820 E 27TH ST12183331 Industrial532,739 67.30%358,533.3 0.0368313,204.78$ 13,204.78$ 6302‐009‐030 2800 S ALAMEDA ST3413848 Industrial234,353 63.75%149,400.0 0.036835,502.40$ 5,502.40$ 6302‐009‐031 2011 E 27TH ST3453906 Vacant108,961 66.14%72,066.8 0.036832,654.22$ 2,654.22$ 6302‐009‐034 2099 E 27TH ST862511 Industrial45,086 90.00%40,577.4 0.036831,494.47$ 1,494.46$ 6302‐009‐037 2219 E 37TH ST1722061 Industrial51,313 30.00%15,393.9 0.03683566.96$ 566.96$ 6302‐009‐038 1823 E 27TH ST1797458 Industrial145,722 21.01%30,616.2 0.036831,127.59$ 1,127.60$ 6302‐009‐039 1890 E 25TH ST4284829 Industrial70,082 100.00%70,082.0 0.036832,581.12$ 2,581.12$ 6302‐009‐040610194 Miscellaneous17,324 100.00%17,324.0 0.03683638.04$ 638.04$ Resolution No. 2022-20 Page 5 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6302‐009‐041226027 Vacant9,880 100.00%9,880.0 0.03683363.88$ 363.88$ 6302‐009‐042419792 Industrial27,396 100.00%27,396.0 0.036831,008.99$ 1,009.00$ 6302‐009‐045 2500 S ALAMEDA ST3158421 Commercial54,886 100.00%54,886.0 0.036832,021.45$ 2,021.46$ 6302‐010‐002 2227 E 37TH ST4368305 Industrial171,190 100.00%171,190.0 0.036836,304.93$ 6,304.92$ 6302‐010‐004 2221 E 37TH ST1338493 Industrial29,272 100.00%29,272.0 0.036831,078.09$ 1,078.08$ 6302‐010‐006 2920 ROSS ST364189 Commercial64,904 25.20%16,355.8 0.03683602.38$ 602.38$ 6302‐010‐007 3604 ROSS ST106085 Industrial7,427 100.00%7,427.0 0.03683273.54$ 273.54$ 6302‐010‐009 2105 E 37TH ST606519 Industrial5,282 100.00%5,282.0 0.03683194.54$ 194.54$ 6302‐010‐010 2113 E 37TH ST820025 Industrial10,560 100.00%10,560.0 0.03683388.92$ 388.92$ 6302‐010‐011 2211 E 37TH ST2978589 Industrial30,307 100.00%30,307.0 0.036831,116.21$ 1,116.20$ 6302‐010‐013 2910 ROSS ST16828007 Industrial191,228 59.00%112,824.5 0.036834,155.33$ 4,155.32$ 6302‐010‐014 2121 E 37TH ST3860737 Industrial90,249 100.00%90,249.0 0.036833,323.87$ 3,323.88$ 6302‐010‐015 2137 E 37TH ST2372579 Industrial52,533 100.00%52,533.0 0.036831,934.79$ 1,934.80$ 6302‐011‐009 2061 E 37TH ST76606 Industrial5,933 100.00%5,933.0 0.03683218.51$ 218.52$ 6302‐011‐010 2067 E 37TH ST114094 Industrial6,589 100.00%6,589.0 0.03683242.67$ 242.68$ 6302‐011‐017 2910 S ALAMEDA ST1567764 Industrial155,444 100.00%155,444.0 0.036835,725.00$ 5,725.00$ 6302‐011‐019 2035 E 37TH ST4382962 Industrial64,833 100.00%64,833.0 0.036832,387.80$ 2,387.80$ 6302‐012‐005 2068 E 37TH ST2623875 Industrial67,082 100.00%67,082.0 0.036832,470.63$ 2,470.64$ 6302‐012‐006 3700 S ALAMEDA ST562864 Industrial8,511 100.00%8,511.0 0.03683313.46$ 313.46$ 6302‐012‐010 2021 E 38TH ST412098 Industrial5,162 100.00%5,162.0 0.03683190.12$ 190.12$ 6302‐012‐011 2027 E 38TH ST27962 Industrial5,162 100.00%5,162.0 0.03683190.12$ 190.12$ 6302‐012‐018 2035 E 38TH ST85274 Industrial10,324 100.00%10,324.0 0.03683380.23$ 380.24$ 6302‐012‐019 2039 E 38TH ST137961 Industrial10,323 100.00%10,323.0 0.03683380.20$ 380.20$ 6302‐012‐0221905 Vacant1,894 100.00%1,894.0 0.0368369.76$ 69.76$ 6302‐012‐025 2022 E 38TH ST1050496 Industrial74,053 100.00%74,053.0 0.036832,727.37$ 2,727.38$ 6302‐012‐027 3710 S ALAMEDA ST126467 Commercial5,522 100.00%5,522.0 0.03683203.38$ 203.38$ 6302‐013‐010 2262 E 37TH ST936806 Industrial6,526 100.00%6,526.0 0.03683240.35$ 240.36$ 6302‐013‐011 2252 E 37TH ST477409 Industrial5,895 100.00%5,895.0 0.03683217.11$ 217.12$ 6302‐013‐02546342 Vacant5,127 100.00%5,127.0 0.03683188.83$ 188.82$ 6302‐013‐026 2213 E 38TH ST145656 Commercial5,066 100.00%5,066.0 0.03683186.58$ 186.58$ 6302‐013‐029 2101 E 38TH ST3719297 Industrial41,974 100.00%41,974.0 0.036831,545.90$ 1,545.90$ 6302‐013‐038 2150 E 37TH ST3767986 Industrial50,969 100.00%50,969.0 0.036831,877.19$ 1,877.18$ 6302‐013‐040 2208 E 37TH ST2708236 Industrial26,874 100.00%26,874.0 0.03683989.77$ 989.76$ 6302‐013‐041 2263 E 38TH ST2651956 Industrial20,622 100.00%20,622.0 0.03683759.51$ 759.50$ 6302‐013‐043 2227 E 38TH ST2599959 Industrial27,366 100.00%27,366.0 0.036831,007.89$ 1,007.88$ 6302‐013‐045 2244 E 37TH ST1330561 Vacant33,317 100.00%33,317.0 0.036831,227.07$ 1,227.06$ 6302‐014‐005 2354 E 37TH ST259726 Industrial5,060 100.00%5,060.0 0.03683186.36$ 186.36$ 6302‐014‐011 2345 E 38TH ST409844 Industrial4,937 100.00%4,937.0 0.03683181.83$ 181.82$ 6302‐014‐012 2335 E 38TH ST72379 Commercial9,753 100.00%9,753.0 0.03683359.20$ 359.20$ 6302‐014‐013 2325 E 38TH ST1981718 Industrial25,112 100.00%25,112.0 0.03683924.87$ 924.88$ 6302‐014‐014 2307 E 38TH ST419718 Industrial10,448 100.00%10,448.0 0.03683384.80$ 384.80$ 6302‐014‐015 2305 E 38TH ST198461 Industrial5,152 100.00%5,152.0 0.03683189.75$ 189.74$ 6302‐014‐016 2301 E 38TH ST1020000 Industrial6,455 100.00%6,455.0 0.03683237.74$ 237.74$ 6302‐014‐017 2300 E 37TH ST928223 Industrial17,072 100.00%17,072.0 0.03683628.76$ 628.76$ 6302‐014‐018 2312 E 37TH ST98125 Industrial5,251 100.00%5,251.0 0.03683193.39$ 193.40$ 6302‐014‐019 2316 E 37TH ST159303 Industrial5,152 100.00%5,152.0 0.03683189.75$ 189.74$ Resolution No. 2022-20 Page 6 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6302‐014‐020 2322 E 37TH ST118981 Industrial5,515 100.00%5,515.0 0.03683203.12$ 203.12$ 6302‐014‐021 2328 E 37TH ST138835 Industrial15,725 100.00%15,725.0 0.03683579.15$ 579.16$ 6302‐014‐022 2352 E 37TH ST1259260 Industrial26,323 100.00%26,323.0 0.03683969.48$ 969.48$ 6302‐015‐007 3801 S SANTA FE AVE1508580 Commercial17,169 100.00%17,169.0 0.03683632.33$ 632.34$ 6302‐015‐008 2350 E 38TH ST216854 Industrial11,189 100.00%11,189.0 0.03683412.09$ 412.10$ 6302‐015‐009 2344 E 38TH ST834701 Industrial10,718 100.00%10,718.0 0.03683394.74$ 394.74$ 6302‐015‐010 2336 E 38TH ST409847 Industrial5,380 100.00%5,380.0 0.03683198.15$ 198.14$ 6302‐015‐011 2334 E 38TH ST88708 Industrial2,743 100.00%2,743.0 0.03683101.02$ 101.02$ 6302‐015‐014 2306 E 38TH ST100 Industrial7,837 100.00%7,837.0 0.03683288.64$ 288.64$ 6302‐015‐016 3817 S SANTA FE AVE1378200 Industrial22,873 60.00%13,723.8 0.03683505.45$ 505.44$ 6302‐015‐017 3821 S SANTA FE AVE3672000 Industrial23,087 100.00%23,087.0 0.03683850.29$ 850.30$ 6302‐015‐018 3825 S SANTA FE AVE1356406 Industrial33,977 16.67%5,664.0 0.03683208.60$ 208.60$ 6302‐015‐019 3825 S SANTA FE AVE35774 Industrial3,038 100.00%3,038.0 0.03683111.89$ 111.88$ 6302‐015‐020 2332 E 38TH ST3082715 Industrial57,850 100.00%57,850.0 0.036832,130.62$ 2,130.62$ 6302‐015‐023 3855 S SANTA FE AVE2730056 Industrial54,903 100.00%54,903.0 0.036832,022.08$ 2,022.08$ 6302‐015‐026 2300 E 38TH ST1807873 Industrial44,480 100.00%44,480.0 0.036831,638.20$ 1,638.20$ 6302‐015‐027 2300 E 38TH ST1650800 Industrial61,247 100.00%61,247.0 0.036832,255.73$ 2,255.72$ 6302‐015‐029 3851 S SANTA FE AVE3846284 Industrial58,806 100.00%58,806.0 0.036832,165.82$ 2,165.82$ 6302‐015‐030 3851 S SANTA FE AVE9815654 Industrial208,596 100.00%208,596.0 0.036837,682.59$ 7,682.60$ 6302‐016‐024 2266 E 38TH ST129123 Industrial6,117 24.32%1,487.7 0.0368354.79$ 54.80$ 6302‐016‐026 2100 E 38TH ST47524860 Industrial360,448 100.00%360,448.0 0.0368313,275.30$ 13,275.30$ 6302‐016‐028 2230 E 38TH ST17709935 Industrial410,054 100.00%410,054.0 0.0368315,102.29$ 15,102.28$ 6302‐016‐0312193974 Industrial79,821 100.00%79,821.0 0.036832,939.81$ 2,939.80$ 6302‐017‐024 2045 E VERNON AVE36434808 Industrial264,409 100.00%264,409.0 0.036839,738.18$ 9,738.18$ 6302‐017‐026 2263 E VERNON AVE6065620 Industrial194,757 100.00%194,757.0 0.036837,172.90$ 7,172.90$ 6302‐017‐040226996 Vacant8,261 100.00%8,261.0 0.03683304.25$ 304.26$ 6302‐017‐043 1931 E VERNON AVE10612079 Industrial159,865 44.33%70,868.2 0.036832,610.07$ 2,610.08$ 6302‐017‐045 4200 S ALAMEDA ST4252572 Industrial125,656 100.00%125,656.0 0.036834,627.91$ 4,627.92$ 6302‐017‐046 4181 ROSS ST2308616 Industrial113,788 100.00%113,788.0 0.036834,190.81$ 4,190.82$ 6302‐017‐048 4201 ROSS ST7730580 Industrial79,513 100.00%79,513.0 0.036832,928.46$ 2,928.46$ 6302‐017‐049 4201 ROSS ST1020 Vacant358 100.00%358.0 0.0368313.19$ 13.18$ 6302‐017‐050 2050 E 38TH ST15863788 Industrial176,960 100.00%176,960.0 0.036836,517.44$ 6,517.44$ 6302‐017‐051 4300 S ALAMEDA ST2877336 Industrial35,837 100.00%35,837.0 0.036831,319.88$ 1,319.88$ 6302‐017‐053 2301 E VERNON AVE10229318 Industrial262,177 100.00%262,177.0 0.036839,655.98$ 9,655.98$ 6302‐018‐003 3864 S SANTA FE AVE770467 Industrial25,005 100.00%25,005.0 0.03683920.93$ 920.94$ 6302‐018‐007 3846 S SANTA FE AVE1249168 Industrial38,807 100.00%38,807.0 0.036831,429.26$ 1,429.26$ 6302‐018‐009143873 Vacant16,709 100.00%16,709.0 0.03683615.39$ 615.40$ 6302‐018‐010 3844 S SANTA FE AVE1875973 Industrial43,945 100.00%43,945.0 0.036831,618.49$ 1,618.50$ 6302‐018‐014 3824 S SANTA FE AVE2273573 Industrial30,927 27.37%8,464.7 0.03683311.76$ 311.76$ 6302‐018‐015 3828 S SANTA FE AVE2499131 Industrial21,000 47.46%9,966.6 0.03683367.07$ 367.06$ 6302‐018‐016 3850 S SANTA FE AVE2482227 Industrial63,256 100.00%63,256.0 0.036832,329.72$ 2,329.72$ 6302‐018‐017 3876 S SANTA FE AVE3091824 Industrial127,631 82.00%104,657.4 0.036833,854.53$ 3,854.54$ 6302‐019‐019 3810 S SANTA FE AVE2339962 Commercial42,425 100.00%42,425.0 0.036831,562.51$ 1,562.52$ 6302‐019‐023 2407 E 38TH ST2250000 Industrial21,119 100.00%21,119.0 0.03683777.81$ 777.82$ 6302‐019‐025 3720 S SANTA FE AVE2106300 Industrial15,567 100.00%15,567.0 0.03683573.33$ 573.34$ 6302‐020‐032 2500 E 37TH ST1660789 Industrial40,136 100.00%40,136.0 0.036831,478.21$ 1,478.20$ Resolution No. 2022-20 Page 7 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6302‐020‐038 2522 E 37TH ST8966602 Industrial482,209 44.10%212,654.2 0.036837,832.05$ 7,832.06$ 6302‐020‐041 2727 E VERNON AVE6809550 Industrial301,440 100.00%301,440.0 0.0368311,102.04$ 11,102.04$ 6302‐020‐044 3737 S SOTO ST3442473 Commercial62,957 100.00%62,957.0 0.036832,318.71$ 2,318.70$ 6302‐020‐046 2610 E 37TH ST8845 Industrial14,440 100.00%14,440.0 0.03683531.83$ 531.82$ 6302‐020‐049281269 Commercial16,488 100.00%16,488.0 0.03683607.25$ 607.26$ 6302‐020‐051 2955 E VERNON AVE4378560 Industrial63,117 100.00%63,117.0 0.036832,324.60$ 2,324.60$ 6302‐020‐053 3031 E VERNON AVE1134191 Commercial37,108 100.00%37,108.0 0.036831,366.69$ 1,366.68$ 6302‐020‐0541554669 Vacant70,869 100.00%70,869.0 0.036832,610.11$ 2,610.10$ 6302‐020‐057 2730 E 37TH ST5967806 Industrial161,073 100.00%161,073.0 0.036835,932.32$ 5,932.32$ 6302‐020‐0581551416 Commercial72,799 100.00%72,799.0 0.036832,681.19$ 2,681.18$ 6302‐020‐059 3851 S SOTO ST8307617 Industrial255,935 100.00%255,935.0 0.036839,426.09$ 9,426.08$ 6302‐020‐061 2677 E VERNON AVE54978000 Industrial471,704 100.00%471,704.0 0.0368317,372.86$ 17,372.86$ 6303‐001‐010132423 Vacant13,225 100.00%13,225.0 0.03683487.08$ 487.08$ 6303‐001‐011 3540 E 26TH ST1838771 Industrial118,253 100.00%118,253.0 0.036834,355.26$ 4,355.26$ 6303‐001‐012 3430 E 26TH ST6943418 Industrial256,133 18.00%46,103.9 0.036831,698.01$ 1,698.00$ 6303‐001‐015 3305 BANDINI BLVD23251685 Industrial253,955 100.00%253,955.0 0.036839,353.16$ 9,353.16$ 6303‐001‐272512347 Vacant116,537 100.00%116,537.0 0.036834,292.06$ 4,292.06$ 6303‐002‐009 3350 E 26TH ST5401455 Industrial121,807 100.00%121,807.0 0.036834,486.15$ 4,486.16$ 6303‐002‐012 3651 SIERRA PINE AVE6000864 Industrial33,376 100.00%33,376.0 0.036831,229.24$ 1,229.24$ 6303‐002‐014 3011 BANDINI BLVD7672402 Industrial375,923 33.80%127,062.0 0.036834,679.69$ 4,679.70$ 6303‐002‐020 2939 BANDINI BLVD10770198 Industrial159,865 100.00%159,865.0 0.036835,887.83$ 5,887.82$ 6303‐002‐021 3260 E 26TH ST6607814 Industrial464,350 49.58%230,224.7 0.036838,479.18$ 8,479.18$ 6303‐002‐024 3240 E 26TH ST1915268 Industrial48,079 80.00%38,463.2 0.036831,416.60$ 1,416.60$ 6303‐002‐025 3220 E 26TH ST45591000 Industrial627,551 100.00%627,551.0 0.0368323,112.70$ 23,112.70$ 6303‐002‐026 3240 E 26TH ST3539416 Industrial240,317 100.00%240,317.0 0.036838,850.88$ 8,850.88$ 6303‐002‐028 3001 SIERRA PINE AVE36180037 Industrial274,348 100.00%274,348.0 0.0368310,104.24$ 10,104.24$ 6303‐002‐27263170 Vacant18,849 100.00%18,849.0 0.03683694.21$ 694.20$ 6303‐003‐010 2858 E 26TH ST7351898 Industrial109,771 100.00%109,771.0 0.036834,042.87$ 4,042.86$ 6303‐003‐017614302 Industrial17,705 100.00%17,705.0 0.03683652.08$ 652.08$ 6303‐004‐025 2822 S SOTO ST424483 Industrial13,666 100.00%13,666.0 0.03683503.32$ 503.32$ 6303‐004‐0285009000 Industrial81,693 100.00%81,693.0 0.036833,008.75$ 3,008.76$ 6303‐004‐029193 Vacant13,889 100.00%13,889.0 0.03683511.53$ 511.54$ 6303‐004‐032137773 Vacant144,297 100.00%144,297.0 0.036835,314.46$ 5,314.46$ 6303‐004‐03317903 Vacant2,482 100.00%2,482.0 0.0368391.41$ 91.42$ 6303‐004‐034 3156 E 26TH ST1517527 Industrial48,400 100.00%48,400.0 0.036831,782.57$ 1,782.58$ 6303‐004‐035 2822 S SOTO ST1506915 Industrial49,222 100.00%49,222.0 0.036831,812.85$ 1,812.84$ 6303‐004‐036193 Vacant52,081 100.00%52,081.0 0.036831,918.14$ 1,918.14$ 6303‐004‐037 2820 S SOTO ST5762162 Industrial92,656 100.00%92,656.0 0.036833,412.52$ 3,412.52$ 6303‐004‐038191 Vacant26,269 100.00%26,269.0 0.03683967.49$ 967.48$ 6303‐004‐039 3600 S SOTO ST2844744 Commercial75,035 100.00%75,035.0 0.036832,763.54$ 2,763.54$ 6303‐004‐272613 Vacant36,364 100.00%36,364.0 0.036831,339.29$ 1,339.28$ 6303‐004‐273897 Vacant54,534 100.00%54,534.0 0.036832,008.49$ 2,008.48$ 6303‐005‐012691 Vacant78,925 100.00%78,925.0 0.036832,906.81$ 2,906.80$ 6303‐005‐014193 Vacant23,189 100.00%23,189.0 0.03683854.05$ 854.06$ 6303‐005‐023 3275 E VERNON AVE8726360 Industrial83,353 100.00%83,353.0 0.036833,069.89$ 3,069.90$ 6303‐005‐028 3275 E VERNON AVE104224 Industrial23,814 100.00%23,814.0 0.03683877.07$ 877.06$ Resolution No. 2022-20 Page 8 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6303‐005‐029 3275 E VERNON AVE169914 Industrial18,257 100.00%18,257.0 0.03683672.41$ 672.40$ 6303‐005‐034 3049 E VERNON AVE152624535 Industrial490,211 100.00%490,211.0 0.0368318,054.47$ 18,054.48$ 6303‐005‐035 3095 E VERNON AVE21330280 Industrial324,466 100.00%324,466.0 0.0368311,950.08$ 11,950.08$ 6303‐005‐036 3163 E VERNON AVE28546494 Industrial206,328 100.00%206,328.0 0.036837,599.06$ 7,599.06$ 6303‐006‐033 3032 BANDINI BLVD1426145 Commercial37,194 100.00%37,194.0 0.036831,369.86$ 1,369.86$ 6303‐006‐03531866 Vacant487 100.00%487.0 0.0368317.94$ 17.94$ 6303‐006‐042 3056 BANDINI BLVD1251469 Industrial40,198 100.00%40,198.0 0.036831,480.49$ 1,480.50$ 6303‐006‐04424494 Vacant83,097 100.00%83,097.0 0.036833,060.46$ 3,060.46$ 6303‐006‐047 3425 E VERNON AVE6346023 Industrial45,411 100.00%45,411.0 0.036831,672.49$ 1,672.48$ 6303‐006‐048408565 Vacant9,199 100.00%9,199.0 0.03683338.80$ 338.80$ 6303‐006‐049417 Vacant72,215 100.00%72,215.0 0.036832,659.68$ 2,659.68$ 6303‐006‐050322788 Vacant57,144 100.00%57,144.0 0.036832,104.61$ 2,104.62$ 6303‐006‐062554429 Vacant98,787 100.00%98,787.0 0.036833,638.33$ 3,638.32$ 6303‐006‐0631616264 Industrial109,158 100.00%109,158.0 0.036834,020.29$ 4,020.28$ 6303‐006‐064 3285 E VERNON AVE5308541 Industrial63,266 100.00%63,266.0 0.036832,330.09$ 2,330.08$ 6303‐006‐067718490 Industrial33,575 100.00%33,575.0 0.036831,236.57$ 1,236.56$ 6303‐006‐068349873 Industrial17,632 100.00%17,632.0 0.03683649.39$ 649.38$ 6303‐006‐069 3301 E VERNON AVE6420074 Industrial49,144 100.00%49,144.0 0.036831,809.97$ 1,809.98$ 6303‐006‐070 3303 E VERNON AVE3420601 Industrial42,049 100.00%42,049.0 0.036831,548.66$ 1,548.66$ 6303‐006‐0711074623 Vacant42,442 100.00%42,442.0 0.036831,563.14$ 1,563.14$ 6303‐006‐274871 Vacant104,669 100.00%104,669.0 0.036833,854.96$ 3,854.96$ 6303‐007‐021 3152 BANDINI BLVD238891 Commercial30,458 100.00%30,458.0 0.036831,121.77$ 1,121.76$ 6303‐007‐022 3156 BANDINI BLVD231069 Industrial30,356 100.00%30,356.0 0.036831,118.01$ 1,118.02$ 6303‐007‐023193 Vacant35,048 100.00%35,048.0 0.036831,290.82$ 1,290.82$ 6303‐007‐024193 Vacant33,926 100.00%33,926.0 0.036831,249.49$ 1,249.50$ 6303‐007‐025382034 Vacant19,841 100.00%19,841.0 0.03683730.74$ 730.74$ 6303‐007‐026 3395 E VERNON AVE4637478 Industrial41,015 100.00%41,015.0 0.036831,510.58$ 1,510.58$ 6303‐007‐030 3425 E VERNON AVE15732408 Industrial85,939 100.00%85,939.0 0.036833,165.13$ 3,165.14$ 6303‐007‐032 3200 BANDINI BLVD2673389 Industrial30,056 100.00%30,056.0 0.036831,106.96$ 1,106.96$ 6303‐007‐03693709 Commercial19,926 100.00%19,926.0 0.03683733.87$ 733.88$ 6303‐007‐037140568 Commercial7,869 100.00%7,869.0 0.03683289.82$ 289.82$ 6303‐007‐045 3425 E VERNON AVE1697932 Industrial39,803 100.00%39,803.0 0.036831,465.94$ 1,465.94$ 6303‐007‐046 3160 BANDINI BLVD379923 Commercial29,682 100.00%29,682.0 0.036831,093.19$ 1,093.18$ 6303‐007‐047 3180 BANDINI BLVD558023 Industrial60,866 100.00%60,866.0 0.036832,241.69$ 2,241.70$ 6303‐007‐270484 Vacant20,010 100.00%20,010.0 0.03683736.97$ 736.96$ 6303‐007‐271613 Vacant39,783 100.00%39,783.0 0.036831,465.21$ 1,465.20$ 6303‐008‐008 3310 BANDINI BLVD1372107 Vacant91,643 100.00%91,643.0 0.036833,375.21$ 3,375.22$ 6303‐008‐270484 Vacant29,130 100.00%29,130.0 0.036831,072.86$ 1,072.86$ 6303‐009‐0131909 Vacant1,626 100.00%1,626.0 0.0368359.89$ 59.88$ 6303‐009‐015 3615 E VERNON AVE8535026 Industrial86,952 100.00%86,952.0 0.036833,202.44$ 3,202.44$ 6303‐009‐019 3461 E VERNON AVE806517 Industrial60,616 100.00%60,616.0 0.036832,232.49$ 2,232.48$ 6303‐009‐0202541 Vacant34,229 100.00%34,229.0 0.036831,260.65$ 1,260.66$ 6303‐009‐021 3501 E VERNON AVE11025950 Industrial137,606 100.00%137,606.0 0.036835,068.03$ 5,068.02$ 6303‐009‐270173170 Vacant25,213 100.00%25,213.0 0.03683928.59$ 928.60$ 6303‐010‐031 4350 ALCOA AVE1688971 Industrial45,730 100.00%45,730.0 0.036831,684.24$ 1,684.24$ 6303‐010‐034 4337 S DOWNEY RD853607 Commercial21,043 100.00%21,043.0 0.03683775.01$ 775.02$ Resolution No. 2022-20 Page 9 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6303‐010‐041 4317 S DOWNEY RD2768914 Commercial132,858 50.00%66,429.0 0.036832,446.58$ 2,446.58$ 6303‐010‐045893352 Industrial38,111 100.00%38,111.0 0.036831,403.63$ 1,403.62$ 6303‐010‐047 4328 ALCOA AVE14558000 Industrial88,227 100.00%88,227.0 0.036833,249.40$ 3,249.40$ 6303‐010‐273368771 Vacant61,988 100.00%61,988.0 0.036832,283.02$ 2,283.02$ 6303‐011‐029 3215 E 44TH ST1810296 Vacant41,464 100.00%41,464.0 0.036831,527.12$ 1,527.12$ 6303‐011‐037 3211 E 44TH ST25474194 Industrial64,946 100.00%64,946.0 0.036832,391.96$ 2,391.96$ 6303‐011‐041 3261 E 44TH ST8859006 Industrial50,471 100.00%50,471.0 0.036831,858.85$ 1,858.84$ 6303‐011‐047 3368 E VERNON AVE24729823 Industrial272,608 100.00%272,608.0 0.0368310,040.15$ 10,040.16$ 6303‐011‐049 3141 E 44TH ST24688692 Industrial149,877 100.00%149,877.0 0.036835,519.97$ 5,519.96$ 6303‐011‐052 3450 E VERNON AVE4396641 Industrial62,213 100.00%62,213.0 0.036832,291.30$ 2,291.30$ 6303‐012‐040 3009 E 44TH ST572111 Industrial25,613 100.00%25,613.0 0.03683943.33$ 943.32$ 6303‐012‐041 3055 E 44TH ST3255719 Industrial110,760 100.00%110,760.0 0.036834,079.29$ 4,079.30$ 6303‐012‐046 3268 E VERNON AVE5599475 Industrial67,789 100.00%67,789.0 0.036832,496.67$ 2,496.66$ 6303‐012‐048 3300 E VERNON AVE4570234 Industrial57,422 100.00%57,422.0 0.036832,114.85$ 2,114.86$ 6303‐012‐049 4321 S BOYLE AVE2683723 Industrial33,530 100.00%33,530.0 0.036831,234.91$ 1,234.90$ 6303‐013‐046248338 Industrial44,193 100.00%44,193.0 0.036831,627.63$ 1,627.62$ 6303‐013‐048 3001 E 44TH ST2083065 Industrial39,361 100.00%39,361.0 0.036831,449.67$ 1,449.66$ 6303‐013‐050 2927 E 44TH ST2463072 Industrial39,047 100.00%39,047.0 0.036831,438.10$ 1,438.10$ 6303‐013‐0522907000 Commercial72,464 100.00%72,464.0 0.036832,668.85$ 2,668.84$ 6303‐013‐053 3094 E VERNON AVE3506000 Commercial87,333 100.00%87,333.0 0.036833,216.47$ 3,216.48$ 6303‐013‐054211000 Vacant5,231 100.00%5,231.0 0.03683192.66$ 192.66$ 6303‐013‐055 3200 E VERNON AVE3501000 Industrial87,184 100.00%87,184.0 0.036833,210.99$ 3,210.98$ 6303‐013‐057 2825 E 44TH ST30273559 Industrial221,720 100.00%221,720.0 0.036838,165.95$ 8,165.94$ 6303‐014‐014 2900 E 44TH ST744831 Industrial23,791 100.00%23,791.0 0.03683876.22$ 876.22$ 6303‐014‐017 2820 E 44TH ST1146704 Industrial43,996 26.00%11,439.0 0.03683421.30$ 421.30$ 6303‐014‐020 2820 E 44TH ST268052 Vacant17,954 100.00%17,954.0 0.03683661.25$ 661.24$ 6303‐015‐001 3060 E 44TH ST5084026 Industrial102,752 100.00%102,752.0 0.036833,784.36$ 3,784.36$ 6303‐015‐004 3016 E 44TH ST2251335 Industrial53,578 100.00%53,578.0 0.036831,973.28$ 1,973.28$ 6303‐015‐005 2944 E 44TH ST5034506 Industrial85,864 100.00%85,864.0 0.036833,162.37$ 3,162.38$ 6303‐016‐001 3259 E 46TH ST451019 Industrial42,536 100.00%42,536.0 0.036831,566.60$ 1,566.60$ 6303‐016‐002 3239 E 46TH ST4998000 Industrial52,334 100.00%52,334.0 0.036831,927.46$ 1,927.46$ 6303‐016‐003 3223 E 46TH ST1924889 Industrial43,904 100.00%43,904.0 0.036831,616.98$ 1,616.98$ 6303‐016‐005 3100 E 44TH ST11460037 Industrial216,058 100.00%216,058.0 0.036837,957.42$ 7,957.42$ 6303‐016‐006 4510 S BOYLE AVE5613243 Industrial204,296 18.14%37,059.3 0.036831,364.89$ 1,364.90$ 6303‐016‐007 3250 E 44TH ST2342942 Industrial125,017 66.24%82,811.3 0.036833,049.94$ 3,049.94$ 6303‐017‐005 3383 E 45TH ST105974 Industrial11,155 100.00%11,155.0 0.03683410.84$ 410.84$ 6303‐017‐007 4427 S DOWNEY RD259402 Commercial18,962 100.00%18,962.0 0.03683698.37$ 698.38$ 6303‐017‐017 4501 S DOWNEY RD177632 Commercial10,746 100.00%10,746.0 0.03683395.78$ 395.78$ 6303‐017‐018 4525 S DOWNEY RD266277 Vacant10,746 100.00%10,746.0 0.03683395.78$ 395.78$ 6303‐017‐022 4401 S DOWNEY RD18115251 Industrial328,442 100.00%328,442.0 0.0368312,096.52$ 12,096.52$ 6303‐017‐025 4550 ALCOA AVE8180262 Industrial112,385 50.00%56,192.5 0.036832,069.57$ 2,069.56$ 6303‐017‐028 4400 ALCOA AVE2970094 Commercial101,059 100.00%101,059.0 0.036833,722.00$ 3,722.00$ 6303‐017‐029 4601 S DOWNEY RD607328 Vacant24,530 100.00%24,530.0 0.03683903.44$ 903.44$ 6303‐017‐270123757 Industrial22,080 100.00%22,080.0 0.03683813.21$ 813.20$ 6303‐017‐271118352 Vacant20,996 100.00%20,996.0 0.03683773.28$ 773.28$ 6303‐017‐27276467 Vacant6,000 100.00%6,000.0 0.03683220.98$ 220.98$ Resolution No. 2022-20 Page 10 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6303‐019‐010 4604 ALCOA AVE2694320 Industrial55,863 100.00%55,863.0 0.036832,057.43$ 2,057.44$ 6303‐019‐0131515404 Vacant35,165 100.00%35,165.0 0.036831,295.13$ 1,295.12$ 6303‐019‐014 3385 LEONIS BLVD7551927 Industrial94,324 100.00%94,324.0 0.036833,473.95$ 3,473.96$ 6303‐019‐025 4700 ALCOA AVE10993521 Industrial83,889 100.00%83,889.0 0.036833,089.63$ 3,089.64$ 6303‐019‐271408122 Vacant69,693 100.00%69,693.0 0.036832,566.79$ 2,566.80$ 6303‐020‐001120587 Industrial3,391 100.00%3,391.0 0.03683124.89$ 124.90$ 6303‐020‐004283395 Industrial12,800 100.00%12,800.0 0.03683471.42$ 471.42$ 6303‐020‐008 3251 LEONIS BLVD3520275 Industrial64,830 100.00%64,830.0 0.036832,387.69$ 2,387.68$ 6303‐020‐009 3155 LEONIS BLVD9450136 Industrial78,600 100.00%78,600.0 0.036832,894.84$ 2,894.84$ 6303‐020‐010 4700 S BOYLE AVE16041156 Industrial524,898 36.01%189,015.8 0.036836,961.45$ 6,961.46$ 6303‐020‐01160862 Industrial3,254 100.00%3,254.0 0.03683119.84$ 119.84$ 6303‐020‐01268907 Miscellaneous17,516 100.00%17,516.0 0.03683645.11$ 645.12$ 6303‐021‐007 3015 LEONIS BLVD4299993 Industrial84,850 100.00%84,850.0 0.036833,125.03$ 3,125.02$ 6303‐021‐014 2955 LEONIS BLVD7200944 Industrial48,729 100.00%48,729.0 0.036831,794.69$ 1,794.68$ 6303‐021‐015 2987 LEONIS BLVD4700869 Industrial48,616 100.00%48,616.0 0.036831,790.53$ 1,790.52$ 6303‐022‐003 2801 LEONIS BLVD2706079 Commercial65,290 100.00%65,290.0 0.036832,404.63$ 2,404.64$ 6303‐022‐004 2833 LEONIS BLVD STE 1114341633 Commercial46,290 100.00%46,290.0 0.036831,704.86$ 1,704.86$ 6303‐022‐005 2849 LEONIS BLVD682476 Industrial33,976 100.00%33,976.0 0.036831,251.34$ 1,251.34$ 6303‐022‐007 2929 LEONIS BLVD4068590 Industrial41,643 100.00%41,643.0 0.036831,533.71$ 1,533.72$ 6303‐023‐0031145 Vacant225 100.00%225.0 0.036838.29$ 8.28$ 6303‐023‐008 4900 S SOTO ST6457036 Industrial169,767 100.00%169,767.0 0.036836,252.52$ 6,252.52$ 6303‐023‐010 2859 E 50TH ST302756 Commercial6,793 100.00%6,793.0 0.03683250.19$ 250.18$ 6303‐024‐00215186 Commercial3,554 100.00%3,554.0 0.03683130.89$ 130.90$ 6303‐024‐004 4925 S BOYLE AVE4492091 Industrial81,841 100.00%81,841.0 0.036833,014.20$ 3,014.20$ 6303‐024‐00515186 Commercial3,196 100.00%3,196.0 0.03683117.71$ 117.70$ 6303‐024‐006 2977 E 50TH ST22333 Commercial5,136 100.00%5,136.0 0.03683189.16$ 189.16$ 6303‐024‐007 2959 E 50TH ST2295000 Industrial23,064 100.00%23,064.0 0.03683849.45$ 849.44$ 6303‐024‐008 2931 E 50TH ST227319 Vacant22,889 100.00%22,889.0 0.03683843.00$ 843.00$ 6303‐024‐009 2921 E 50TH ST27378 Commercial5,560 100.00%5,560.0 0.03683204.77$ 204.78$ 6303‐024‐010 2905 E 50TH ST1515481 Industrial34,821 100.00%34,821.0 0.036831,282.46$ 1,282.46$ 6303‐024‐011 2905 E 50TH ST2496789 Industrial66,490 100.00%66,490.0 0.036832,448.83$ 2,448.82$ 6303‐024‐015 2940 LEONIS BLVD221771 Industrial14,810 89.74%13,290.5 0.03683489.49$ 489.48$ 6303‐024‐016 2928 LEONIS BLVD614332 Industrial17,766 100.00%17,766.0 0.03683654.32$ 654.32$ 6303‐024‐018 2906 LEONIS BLVD339422 Industrial14,810 57.69%8,543.9 0.03683314.67$ 314.68$ 6303‐024‐0191670385 Industrial43,325 100.00%43,325.0 0.036831,595.66$ 1,595.66$ 6303‐024‐020 4901 S BOYLE AVE4412239 Vacant111,262 88.82%98,822.9 0.036833,639.65$ 3,639.64$ 6303‐024‐022 3050 LEONIS BLVD1628929 Industrial52,648 100.00%52,648.0 0.036831,939.03$ 1,939.02$ 6303‐024‐023 3030 LEONIS BLVD2543712 Industrial35,412 100.00%35,412.0 0.036831,304.22$ 1,304.22$ 6303‐025‐009 3130 LEONIS BLVD3647934 Industrial94,026 100.00%94,026.0 0.036833,462.98$ 3,462.98$ 6303‐025‐013 4910 S BOYLE AVE3197736 Industrial214,751 42.63%91,548.4 0.036833,371.73$ 3,371.72$ 6303‐025‐021 4950 S BOYLE AVE1840527 Industrial103,093 100.00%103,093.0 0.036833,796.92$ 3,796.92$ 6303‐025‐023 4909 ALCOA AVE6291116 Industrial136,648 100.00%136,648.0 0.036835,032.75$ 5,032.74$ 6303‐026‐003 3366 LEONIS BLVD1668929 Commercial40,994 100.00%40,994.0 0.036831,509.81$ 1,509.80$ 6303‐026‐006 3320 LEONIS BLVD1253604 Industrial14,929 100.00%14,929.0 0.03683549.84$ 549.84$ 6303‐026‐012 3341 E 50TH ST3671093 Industrial55,733 100.00%55,733.0 0.036832,052.65$ 2,052.64$ 6303‐026‐013 4906 ALCOA AVE REAR938791 Industrial28,716 100.00%28,716.0 0.036831,057.61$ 1,057.62$ Resolution No. 2022-20 Page 11 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6303‐026‐016 3398 LEONIS BLVD2730096 Industrial43,996 93.69%41,219.9 0.036831,518.13$ 1,518.12$ 6303‐026‐017 4820 ALCOA AVE3467374 Industrial45,708 100.00%45,708.0 0.036831,683.43$ 1,683.42$ 6303‐026‐01855103 Vacant3,319 100.00%3,319.0 0.03683122.24$ 122.24$ 6303‐026‐270358871 Vacant60,626 100.00%60,626.0 0.036832,232.86$ 2,232.86$ 6303‐027‐002 3301 FRUITLAND AVE11880000 Industrial98,748 100.00%98,748.0 0.036833,636.89$ 3,636.88$ 6303‐027‐003 3310 E 50TH ST2915510 Industrial102,802 73.34%75,395.0 0.036832,776.80$ 2,776.80$ 6303‐027‐270349016 Vacant61,043 100.00%61,043.0 0.036832,248.21$ 2,248.22$ 6303‐028‐003 3121 FRUITLAND AVE311119 Industrial36,565 100.00%36,565.0 0.036831,346.69$ 1,346.68$ 6303‐028‐004 3121 FRUITLAND AVE523925 Industrial43,561 100.00%43,561.0 0.036831,604.35$ 1,604.36$ 6303‐028‐011 3222 E 50TH ST1307412 Industrial116,585 100.00%116,585.0 0.036834,293.83$ 4,293.82$ 6303‐028‐012 5001 ALCOA AVE735285 Industrial75,051 100.00%75,051.0 0.036832,764.13$ 2,764.12$ 6303‐028‐013 3211 FRUITLAND AVE8036271 Industrial202,103 100.00%202,103.0 0.036837,443.45$ 7,443.46$ 6303‐028‐014 5100 S BOYLE AVE456608 Industrial50,313 100.00%50,313.0 0.036831,853.03$ 1,853.02$ 6303‐028‐015 5008 S BOYLE AVE8726377 Industrial180,338 59.10%106,579.8 0.036833,925.33$ 3,925.34$ 6303‐029‐0051311 Vacant195 100.00%195.0 0.036837.18$ 7.18$ 6303‐029‐006 3063 FRUITLAND AVE3802326 Industrial36,498 100.00%36,498.0 0.036831,344.22$ 1,344.22$ 6303‐029‐007 3041 FRUITLAND AVE2434593 Industrial48,824 100.00%48,824.0 0.036831,798.19$ 1,798.18$ 6303‐029‐008 3027 FRUITLAND AVE2584721 Industrial44,510 100.00%44,510.0 0.036831,639.30$ 1,639.30$ 6303‐029‐010 3022 E 50TH ST1905132 Industrial41,113 100.00%41,113.0 0.036831,514.19$ 1,514.20$ 6303‐029‐011 3046 E 50TH ST2091678 Industrial47,247 100.00%47,247.0 0.036831,740.11$ 1,740.10$ 6303‐029‐012 3068 E 50TH ST3152752 Industrial35,439 100.00%35,439.0 0.036831,305.22$ 1,305.22$ 6303‐029‐013 3080 E 50TH ST1161703 Industrial23,631 100.00%23,631.0 0.03683870.33$ 870.32$ 6303‐029‐016 2901 FRUITLAND AVE8525322 Industrial184,202 100.00%184,202.0 0.036836,784.16$ 6,784.16$ 6303‐029‐017 3101 FRUITLAND AVE3583317 Industrial196,248 100.00%196,248.0 0.036837,227.81$ 7,227.82$ 6303‐029‐018 2900 E 50TH ST4262348 Industrial153,694 100.00%153,694.0 0.036835,660.55$ 5,660.56$ 6303‐029‐0196333539 Vacant115,794 100.00%115,794.0 0.036834,264.69$ 4,264.70$ 6304‐001‐003 4408 BANDINI BLVD163789 Industrial27,020 100.00%27,020.0 0.03683995.15$ 995.14$ 6304‐001‐005 2900 S SUNOL DR1602670 Industrial80,797 100.00%80,797.0 0.036832,975.75$ 2,975.76$ 6304‐001‐009 4395 AYERS AVE2248204 Industrial42,859 28.72%12,309.1 0.03683453.34$ 453.34$ 6304‐001‐016 4398 AYERS AVE5426731 Industrial129,373 8.80%11,384.8 0.03683419.30$ 419.30$ 6304‐001‐018 4380 AYERS AVE9371791 Industrial176,418 100.00%176,418.0 0.036836,497.47$ 6,497.48$ 6304‐001‐020 4408 BANDINI BLVD12246733 Industrial408,856 100.00%408,856.0 0.0368315,058.17$ 15,058.16$ 6304‐001‐021 4382 BANDINI BLVD2978487 Industrial161,608 90.36%146,029.0 0.036835,378.25$ 5,378.24$ 6304‐001‐022730017 Vacant55,689 100.00%55,689.0 0.036832,051.03$ 2,051.02$ 6304‐003‐001 4170 BANDINI BLVD17731147 Industrial516,186 15.97%82,434.9 0.036833,036.08$ 3,036.08$ 6304‐003‐002 4144 BANDINI BLVD104376 Commercial21,357 100.00%21,357.0 0.03683786.58$ 786.58$ 6304‐003‐005 4110 BANDINI BLVD714663 Vacant62,043 100.00%62,043.0 0.036832,285.04$ 2,285.04$ 6304‐003‐0071175 Vacant18,298 100.00%18,298.0 0.03683673.92$ 673.92$ 6304‐003‐008 4134 BANDINI BLVD1410320 Industrial133,697 100.00%133,697.0 0.036834,924.06$ 4,924.06$ 6304‐004‐011 4240 BANDINI BLVD716849 Industrial80,230 100.00%80,230.0 0.036832,954.87$ 2,954.88$ 6304‐004‐015 4240 BANDINI BLVD36625356 Industrial513,920 100.00%513,920.0 0.0368318,927.67$ 18,927.68$ 6304‐004‐019 4310 BANDINI BLVD8094714 Industrial446,845 100.00%446,845.0 0.0368316,457.30$ 16,457.30$ 6304‐004‐020 2939 S SUNOL DR12907305 Industrial159,430 95.06%151,554.2 0.036835,581.74$ 5,581.74$ 6304‐004‐021 4280 BANDINI BLVD3304818 Industrial76,230 100.00%76,230.0 0.036832,807.55$ 2,807.56$ 6304‐005‐005 3920 BANDINI BLVD204112 Industrial62,647 100.00%62,647.0 0.036832,307.29$ 2,307.28$ 6304‐005‐008274899 Vacant6,927 100.00%6,927.0 0.03683255.12$ 255.12$ Resolution No. 2022-20 Page 12 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6304‐005‐014 4080 BANDINI BLVD519571 Vacant43,962 100.00%43,962.0 0.036831,619.12$ 1,619.12$ 6304‐005‐016 3818 BANDINI BLVD379220 Industrial30,450 100.00%30,450.0 0.036831,121.47$ 1,121.48$ 6304‐005‐017 3848 BANDINI BLVD888058 Industrial80,132 100.00%80,132.0 0.036832,951.26$ 2,951.26$ 6304‐005‐018433 Vacant6,526 100.00%6,526.0 0.03683240.35$ 240.36$ 6304‐005‐019 4100 BANDINI BLVD13523461 Industrial98,870 100.00%98,870.0 0.036833,641.38$ 3,641.38$ 6304‐005‐022251476 Vacant21,221 100.00%21,221.0 0.03683781.57$ 781.56$ 6304‐005‐024293445 Commercial52,478 100.00%52,478.0 0.036831,932.76$ 1,932.76$ 6304‐005‐025 4020 BANDINI BLVD1126636 Commercial95,276 100.00%95,276.0 0.036833,509.02$ 3,509.02$ 6304‐005‐026 4050 BANDINI BLVD2247503 Industrial194,818 100.00%194,818.0 0.036837,175.15$ 7,175.14$ 6304‐006‐0041531 Vacant159 100.00%159.0 0.036835.86$ 5.86$ 6304‐006‐27031549 Vacant8,102 100.00%8,102.0 0.03683298.40$ 298.40$ 6304‐006‐2711258 Vacant22,747 100.00%22,747.0 0.03683837.77$ 837.78$ 6304‐007‐2741268892 Vacant670,977 100.00%670,977.0 0.0368324,712.08$ 24,712.08$ 6304‐010‐005 4921 DISTRICT BLVD4323764 Industrial59,623 100.00%59,623.0 0.036832,195.92$ 2,195.92$ 6304‐010‐00941635 Commercial7,123 100.00%7,123.0 0.03683262.34$ 262.34$ 6304‐011‐005 4900 E 50TH ST7570288 Industrial130,680 46.56%60,844.6 0.036832,240.91$ 2,240.90$ 6304‐011‐006 4820 E 50TH ST7265186 Industrial132,938 100.00%132,938.0 0.036834,896.11$ 4,896.10$ 6304‐012‐002 4833 FRUITLAND AVE4029616 Industrial68,645 100.00%68,645.0 0.036832,528.20$ 2,528.20$ 6304‐012‐003341867 Commercial12,076 100.00%12,076.0 0.03683444.76$ 444.76$ 6304‐012‐004 4879 FRUITLAND AVE2411851 Industrial47,975 100.00%47,975.0 0.036831,766.92$ 1,766.92$ 6304‐012‐011 5030 GIFFORD AVE2137173 Industrial49,977 100.00%49,977.0 0.036831,840.65$ 1,840.66$ 6304‐012‐012 5100 DISTRICT BLVD4513579 Industrial83,268 100.00%83,268.0 0.036833,066.76$ 3,066.76$ 6304‐012‐013 5100 DISTRICT BLVD8338500 Industrial115,992 100.00%115,992.0 0.036834,271.99$ 4,271.98$ 6304‐013‐005 4702 E 50TH ST1177027 Industrial29,621 44.64%13,222.8 0.03683487.00$ 487.00$ 6304‐013‐020 4584 E 50TH ST898845 Industrial38,728 100.00%38,728.0 0.036831,426.35$ 1,426.36$ 6304‐013‐021 3838 FRUITLAND AVE475278 Industrial9,122 100.00%9,122.0 0.03683335.96$ 335.96$ 6304‐013‐022 3840 FRUITLAND AVE172691 Industrial3,777 100.00%3,777.0 0.03683139.11$ 139.10$ 6304‐013‐0241434742 Industrial43,365 66.12%28,672.9 0.036831,056.02$ 1,056.02$ 6304‐013‐025 5035 GIFFORD AVE6602071 Industrial95,370 66.12%63,058.6 0.036832,322.45$ 2,322.44$ 6304‐014‐001 4800 DISTRICT BLVD1230488 Industrial22,393 100.00%22,393.0 0.03683824.73$ 824.74$ 6304‐014‐003 4807 E 49TH ST877893 Industrial53,679 18.84%10,113.1 0.03683372.47$ 372.46$ 6304‐014‐010 4863 E 50TH ST439243 Industrial16,117 100.00%16,117.0 0.03683593.59$ 593.58$ 6304‐014‐012 4821 E 50TH ST5109715 Industrial57,524 100.00%57,524.0 0.036832,118.61$ 2,118.60$ 6304‐014‐013 4900 GIFFORD AVE1024924 Industrial24,983 100.00%24,983.0 0.03683920.12$ 920.12$ 6304‐014‐014 4950 E 49TH ST2871253 Industrial45,738 12.83%5,868.2 0.03683216.13$ 216.12$ 6304‐014‐016 4940 DISTRICT BLVD1940327 Industrial49,803 100.00%49,803.0 0.036831,834.24$ 1,834.24$ 6304‐015‐001 4700 DISTRICT BLVD2971940 Industrial20,473 100.00%20,473.0 0.03683754.02$ 754.02$ 6304‐015‐004 4731 E 48TH ST665564 Industrial17,114 100.00%17,114.0 0.03683630.31$ 630.30$ 6304‐015‐005 4703 E 48TH ST1282299 Industrial19,000 100.00%19,000.0 0.03683699.77$ 699.78$ 6304‐015‐008643640 Commercial22,963 100.00%22,963.0 0.03683845.73$ 845.72$ 6304‐015‐009 4760 E 48TH ST386179 Commercial12,196 100.00%12,196.0 0.03683449.18$ 449.18$ 6304‐015‐010 4770 E 48TH ST1901632 Industrial35,719 100.00%35,719.0 0.036831,315.53$ 1,315.54$ 6304‐015‐013 4770 DISTRICT BLVD2059914 Industrial51,717 100.00%51,717.0 0.036831,904.74$ 1,904.74$ 6304‐016‐001 4707 E 49TH ST850160 Industrial26,933 100.00%26,933.0 0.03683991.94$ 991.94$ 6304‐016‐002 4727 E 49TH ST421546 Industrial20,310 100.00%20,310.0 0.03683748.02$ 748.02$ 6304‐016‐003 4749 E 49TH ST512221 Industrial6,508 100.00%6,508.0 0.03683239.69$ 239.68$ Resolution No. 2022-20 Page 13 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6304‐016‐004 4755 E 49TH ST746519 Industrial19,805 100.00%19,805.0 0.03683729.42$ 729.42$ 6304‐016‐005 4767 E 49TH ST1033648 Industrial17,405 100.00%17,405.0 0.03683641.03$ 641.02$ 6304‐016‐007 4900 CORONA AVE2780282 Industrial60,113 100.00%60,113.0 0.036832,213.96$ 2,213.96$ 6304‐016‐008 4770 E 49TH ST1372591 Industrial30,558 100.00%30,558.0 0.036831,125.45$ 1,125.46$ 6304‐016‐014 4921 GIFFORD AVE1534606 Industrial61,679 100.00%61,679.0 0.036832,271.64$ 2,271.64$ 6304‐016‐015 4988 CORONA AVE2630643 Industrial29,184 100.00%29,184.0 0.036831,074.85$ 1,074.84$ 6304‐017‐003 4580 E 49TH ST932297 Industrial21,331 100.00%21,331.0 0.03683785.62$ 785.62$ 6304‐017‐011 4537 E 50TH ST2892208 Industrial110,757 100.00%110,757.0 0.036834,079.18$ 4,079.18$ 6304‐017‐012 4900 LOMA VISTA AVE1212429 Industrial25,880 50.00%12,940.0 0.03683476.58$ 476.58$ 6304‐017‐013 4662 E 49TH ST2074493 Industrial25,736 100.00%25,736.0 0.03683947.86$ 947.86$ 6304‐018‐018 4501 E 49TH ST5095905 Industrial93,874 24.58%23,074.2 0.03683849.82$ 849.82$ 6304‐018‐022 4665 E 49TH ST4861610 Industrial81,021 100.00%81,021.0 0.036832,984.00$ 2,984.00$ 6304‐018‐023 4592 E 49TH ST5980447 Industrial108,115 22.23%24,034.0 0.03683885.17$ 885.18$ 6304‐019‐002 4536 DISTRICT BLVD796998 Industrial37,343 100.00%37,343.0 0.036831,375.34$ 1,375.34$ 6304‐019‐003 4546 DISTRICT BLVD222169 Industrial14,448 100.00%14,448.0 0.03683532.12$ 532.12$ 6304‐019‐010 4515 E 48TH ST1306216 Industrial38,768 100.00%38,768.0 0.036831,427.83$ 1,427.82$ 6304‐019‐019 4675 E 48TH ST562380 Industrial13,078 100.00%13,078.0 0.03683481.66$ 481.66$ 6304‐019‐024 4697 E 48TH ST2096928 Industrial46,609 44.42%20,703.7 0.03683762.52$ 762.52$ 6304‐019‐025 4726 LOMA VISTA AVE2623035 Industrial38,020 40.95%15,569.2 0.03683573.41$ 573.42$ 6304‐020‐004 4717 DISTRICT BLVD371057 Industrial12,669 100.00%12,669.0 0.03683466.60$ 466.60$ 6304‐020‐005 4725 DISTRICT BLVD334158 Industrial7,581 100.00%7,581.0 0.03683279.21$ 279.20$ 6304‐020‐006 4729 DISTRICT BLVD328086 Industrial8,197 100.00%8,197.0 0.03683301.90$ 301.90$ 6304‐020‐007 4737 DISTRICT BLVD97191 Industrial2,926 100.00%2,926.0 0.03683107.76$ 107.76$ 6304‐020‐019112395 Vacant8,379 100.00%8,379.0 0.03683308.60$ 308.60$ 6304‐020‐021 4525 DISTRICT BLVD2712373 Industrial48,759 100.00%48,759.0 0.036831,795.79$ 1,795.80$ 6304‐020‐022 4529 DISTRICT BLVD1928537 Industrial30,865 100.00%30,865.0 0.036831,136.76$ 1,136.76$ 6304‐020‐024 4560 LOMA VISTA AVE4535095 Industrial105,646 50.00%52,823.0 0.036831,945.47$ 1,945.48$ 6304‐020‐02899590 Vacant8,888 100.00%8,888.0 0.03683327.35$ 327.34$ 6304‐020‐029 4713 DISTRICT BLVD2025137 Industrial46,843 100.00%46,843.0 0.036831,725.23$ 1,725.22$ 6304‐020‐032 4685 DISTRICT BLVD3009196 Industrial58,301 100.00%58,301.0 0.036832,147.23$ 2,147.22$ 6304‐020‐033 4575 DISTRICT BLVD6459256 Industrial127,631 100.00%127,631.0 0.036834,700.65$ 4,700.64$ 6304‐020‐034 4601 DISTRICT BLVD1989659 Industrial36,955 100.00%36,955.0 0.036831,361.05$ 1,361.06$ 6304‐020‐035 4625 DISTRICT BLVD9437521 Industrial86,130 100.00%86,130.0 0.036833,172.17$ 3,172.16$ 6304‐020‐038 4661 DISTRICT BLVD2118517 Industrial43,167 38.68%16,697.0 0.03683614.95$ 614.96$ 6304‐021‐013 4265 CHARTER ST5079313 Industrial78,611 100.00%78,611.0 0.036832,895.24$ 2,895.24$ 6304‐021‐019 4333 S MAYWOOD AVE3203853 Industrial29,621 100.00%29,621.0 0.036831,090.94$ 1,090.94$ 6304‐021‐024 4200 CHARTER ST1668735 Industrial69,696 47.40%33,035.9 0.036831,216.71$ 1,216.72$ 6304‐021‐031 4230 CHARTER ST2887620 Industrial65,340 100.00%65,340.0 0.036832,406.47$ 2,406.48$ 6304‐021‐043 4309 EXCHANGE AVE7048710 Industrial75,432 100.00%75,432.0 0.036832,778.16$ 2,778.16$ 6304‐021‐046 4201 EXCHANGE AVE1550598 Commercial29,340 100.00%29,340.0 0.036831,080.59$ 1,080.60$ 6304‐021‐049 4215 EXCHANGE AVE13713657 Industrial187,328 100.00%187,328.0 0.036836,899.29$ 6,899.30$ 6304‐021‐052 4383 EXCHANGE AVE6030933 Industrial104,413 100.00%104,413.0 0.036833,845.53$ 3,845.54$ 6304‐021‐055 4353 EXCHANGE AVE11409949 Industrial178,596 47.50%84,833.1 0.036833,124.40$ 3,124.40$ 6304‐022‐022 4555 EVERETT AVE6866640 Industrial44,867 100.00%44,867.0 0.036831,652.45$ 1,652.46$ 6304‐022‐036 4511 EVERETT AVE1817646 Industrial21,491 100.00%21,491.0 0.03683791.51$ 791.52$ 6304‐022‐058162830 Vacant7,348 100.00%7,348.0 0.03683270.63$ 270.62$ Resolution No. 2022-20 Page 14 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6304‐022‐059 4551 LOMA VISTA AVE10708442 Industrial187,374 91.69%171,803.2 0.036836,327.51$ 6,327.52$ 6304‐022‐06092139 Vacant4,178 100.00%4,178.0 0.03683153.88$ 153.88$ 6304‐022‐06110892 Vacant361 100.00%361.0 0.0368313.30$ 13.30$ 6304‐022‐063520200 Industrial10,830 100.00%10,830.0 0.03683398.87$ 398.86$ 6304‐023‐001 4300 DISTRICT BLVD1095014 Industrial43,996 20.00%8,799.2 0.03683324.07$ 324.08$ 6304‐023‐005 4803 EVERETT AVE1125667 Industrial32,905 100.00%32,905.0 0.036831,211.89$ 1,211.90$ 6304‐023‐007 4309 FRUITLAND AVE17873 Industrial3,920 100.00%3,920.0 0.03683144.37$ 144.38$ 6304‐023‐00840998 Vacant8,712 100.00%8,712.0 0.03683320.86$ 320.86$ 6304‐023‐00968317 Industrial13,503 100.00%13,503.0 0.03683497.32$ 497.32$ 6304‐023‐010 4309 FRUITLAND AVE19797557 Industrial269,235 100.00%269,235.0 0.036839,915.93$ 9,915.92$ 6304‐023‐024772064 Commercial51,971 100.00%51,971.0 0.036831,914.09$ 1,914.10$ 6304‐023‐025 4355 FRUITLAND AVE3068442 Industrial51,401 50.00%25,700.5 0.03683946.55$ 946.54$ 6304‐024‐002 4368 DISTRICT BLVD1614083 Industrial11,937 100.00%11,937.0 0.03683439.64$ 439.64$ 6304‐024‐003 4400 DISTRICT BLVD302638 Vacant14,823 100.00%14,823.0 0.03683545.93$ 545.94$ 6304‐024‐004 4404 DISTRICT BLVD327882 Industrial7,673 100.00%7,673.0 0.03683282.60$ 282.60$ 6304‐024‐005 4410 DISTRICT BLVD748663 Industrial8,105 100.00%8,105.0 0.03683298.51$ 298.50$ 6304‐024‐006 4420 DISTRICT BLVD245945 Industrial15,722 100.00%15,722.0 0.03683579.04$ 579.04$ 6304‐024‐007 4420 DISTRICT BLVD31099 Industrial3,762 100.00%3,762.0 0.03683138.55$ 138.56$ 6304‐024‐008 4440 DISTRICT BLVD551294 Industrial14,292 100.00%14,292.0 0.03683526.37$ 526.38$ 6304‐024‐009 4464 DISTRICT BLVD1198887 Industrial24,002 100.00%24,002.0 0.03683883.99$ 884.00$ 6304‐024‐010162439 Industrial9,462 100.00%9,462.0 0.03683348.49$ 348.48$ 6304‐025‐010630 Vacant129 100.00%129.0 0.036834.75$ 4.76$ 6304‐025‐01170227 Industrial3,126 100.00%3,126.0 0.03683115.13$ 115.14$ 6304‐025‐014 4425 E 49TH ST691161 Industrial26,834 100.00%26,834.0 0.03683988.30$ 988.30$ 6304‐025‐019 4800 DEKALB AVE421724 Industrial24,150 100.00%24,150.0 0.03683889.44$ 889.44$ 6304‐025‐020 4820 EVERETT AVE2656517 Industrial24,343 100.00%24,343.0 0.03683896.55$ 896.56$ 6304‐025‐023 4733 LOMA VISTA AVE4021103 Industrial39,992 100.00%39,992.0 0.036831,472.91$ 1,472.90$ 6304‐025‐0291922293 Industrial38,572 100.00%38,572.0 0.036831,420.61$ 1,420.60$ 6304‐025‐0302084189 Industrial40,447 100.00%40,447.0 0.036831,489.66$ 1,489.66$ 6304‐025‐032 4722 EVERETT AVE5460626 Industrial65,775 100.00%65,775.0 0.036832,422.49$ 2,422.50$ 6304‐025‐035 4820 EVERETT CT4090756 Industrial60,549 100.00%60,549.0 0.036832,230.02$ 2,230.02$ 6304‐025‐036 4726 EVERETT AVE1920058 Industrial37,030 100.00%37,030.0 0.036831,363.81$ 1,363.82$ 6304‐026‐002 4383 FRUITLAND AVE3646602 Industrial19,003 100.00%19,003.0 0.03683699.88$ 699.88$ 6304‐026‐005 4372 E 49TH ST1407474 Industrial21,344 78.35%16,723.0 0.03683615.91$ 615.90$ 6304‐026‐009 4423 FRUITLAND AVE2238095 Industrial41,950 17.00%7,131.5 0.03683262.65$ 262.66$ 6304‐026‐010 4424 E 49TH ST1003424 Industrial43,041 100.00%43,041.0 0.036831,585.20$ 1,585.20$ 6304‐026‐017 4405 FRUITLAND AVE4927484 Industrial56,818 46.73%26,551.1 0.03683977.88$ 977.88$ 6304‐026‐019 4949 EVERETT CT1826116 Industrial37,094 100.00%37,094.0 0.036831,366.17$ 1,366.18$ 6304‐026‐030 4455 FRUITLAND AVE REAR6810145 Industrial116,599 100.00%116,599.0 0.036834,294.34$ 4,294.34$ 6304‐027‐025 4201 FRUITLAND AVE31653761 Industrial528,818 100.00%528,818.0 0.0368319,476.37$ 19,476.36$ 6304‐028‐015 4201 DISTRICT BLVD595219 Industrial16,988 100.00%16,988.0 0.03683625.67$ 625.66$ 6304‐028‐021 4565 W PRODUCE PLZ1296745 Commercial5,744 100.00%5,744.0 0.03683211.55$ 211.56$ 6304‐028‐033 4507 S MAYWOOD AVE18849021 Industrial394,218 16.63%65,558.5 0.036832,414.52$ 2,414.52$ 6304‐028‐034 4255 DISTRICT BLVD1742592 Industrial34,578 20.50%7,088.5 0.03683261.07$ 261.06$ 6304‐030‐0023209668 Industrial125,822 100.00%125,822.0 0.036834,634.02$ 4,634.02$ 6308‐001‐016192018 Vacant6,570 100.00%6,570.0 0.03683241.97$ 241.98$ Resolution No. 2022-20 Page 15 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6308‐001‐017 4361 S SOTO ST2110770 Industrial51,384 100.00%51,384.0 0.036831,892.47$ 1,892.48$ 6308‐001‐019 4417 S SOTO ST174792 Industrial14,957 100.00%14,957.0 0.03683550.87$ 550.86$ 6308‐001‐021 4425 S SOTO ST26396 Industrial7,767 100.00%7,767.0 0.03683286.06$ 286.06$ 6308‐001‐022 4515 S SOTO ST403148 Industrial31,023 100.00%31,023.0 0.036831,142.58$ 1,142.58$ 6308‐001‐024 2727 E 46TH ST1323026 Industrial65,771 100.00%65,771.0 0.036832,422.35$ 2,422.34$ 6308‐001‐025 2727 E 46TH ST690707 Industrial25,366 100.00%25,366.0 0.03683934.23$ 934.22$ 6308‐001‐026233672 Industrial13,251 100.00%13,251.0 0.03683488.03$ 488.04$ 6308‐001‐029 4400 SEVILLE AVE367839 Industrial27,697 100.00%27,697.0 0.036831,020.08$ 1,020.08$ 6308‐001‐033 2721 E 46TH ST231316 Commercial14,482 100.00%14,482.0 0.03683533.37$ 533.38$ 6308‐001‐034 4550 SEVILLE AVE2344247 Industrial55,867 100.00%55,867.0 0.036832,057.58$ 2,057.58$ 6308‐001‐045 2704 E 45TH ST595927 Industrial35,722 100.00%35,722.0 0.036831,315.64$ 1,315.64$ 6308‐001‐04736953 Vacant3,236 100.00%3,236.0 0.03683119.18$ 119.18$ 6308‐002‐006 2761 FRUITLAND AVE11690681 Industrial94,525 18.30%17,298.1 0.03683637.09$ 637.08$ 6308‐002‐009 2770 LEONIS BLVD2582346 Industrial125,017 21.24%26,553.6 0.03683977.97$ 977.96$ 6308‐002‐015 2734 E 46TH ST5716564 Industrial78,526 35.22%27,656.9 0.036831,018.60$ 1,018.60$ 6308‐002‐016 4620 SEVILLE AVE3485430 Vacant88,198 100.00%88,198.0 0.036833,248.33$ 3,248.34$ 6308‐002‐017194837 Vacant8,319 100.00%8,319.0 0.03683306.39$ 306.38$ 6308‐002‐0181342 Vacant650 100.00%650.0 0.0368323.94$ 23.94$ 6308‐002‐023 5001 SOTO ST28860201 Industrial216,929 100.00%216,929.0 0.036837,989.50$ 7,989.50$ 6308‐003‐012 5124 PACIFIC BLVD1952450 Industrial29,762 100.00%29,762.0 0.036831,096.13$ 1,096.14$ 6308‐003‐014 2615 FRUITLAND AVE989042 Industrial10,894 100.00%10,894.0 0.03683401.23$ 401.22$ 6308‐003‐020 2600 LEONIS BLVD281481 Commercial9,805 100.00%9,805.0 0.03683361.12$ 361.12$ 6308‐003‐030 5000 PACIFIC BLVD41730756 Industrial424,274 100.00%424,274.0 0.0368315,626.01$ 15,626.02$ 6308‐004‐007 2615 LEONIS BLVD133594 Commercial7,755 100.00%7,755.0 0.03683285.62$ 285.62$ 6308‐004‐008 2639 LEONIS BLVD277712 Industrial35,288 100.00%35,288.0 0.036831,299.66$ 1,299.66$ 6308‐004‐011 4600 PACIFIC BLVD176234 Industrial12,903 100.00%12,903.0 0.03683475.22$ 475.22$ 6308‐004‐012 4618 PACIFIC BLVD3773388 Industrial115,932 100.00%115,932.0 0.036834,269.78$ 4,269.78$ 6308‐004‐013 2665 LEONIS BLVD13525200 Industrial199,558 100.00%199,558.0 0.036837,349.72$ 7,349.72$ 6308‐005‐007 4580 PACIFIC BLVD1714760 Commercial38,125 100.00%38,125.0 0.036831,404.14$ 1,404.14$ 6308‐005‐008 4560 PACIFIC BLVD1325960 Industrial53,006 100.00%53,006.0 0.036831,952.21$ 1,952.22$ 6308‐005‐009 4553 SEVILLE AVE5548428 Industrial127,195 30.00%38,158.5 0.036831,405.38$ 1,405.38$ 6308‐005‐012 4480 PACIFIC BLVD4945524 Industrial148,104 30.44%45,082.9 0.036831,660.40$ 1,660.40$ 6308‐005‐01311242 Vacant4,727 100.00%4,727.0 0.03683174.10$ 174.10$ 6308‐005‐014 2620 E VERNON AVE2907000 Industrial41,109 100.00%41,109.0 0.036831,514.04$ 1,514.04$ 6308‐005‐015 2638 E VERNON AVE6373843 Industrial135,321 100.00%135,321.0 0.036834,983.87$ 4,983.88$ 6308‐005‐021 2651 E 45TH ST17034000 Industrial149,209 100.00%149,209.0 0.036835,495.37$ 5,495.36$ 6308‐006‐004 4320 S SANTA FE AVE4457073 Industrial36,155 8.94%3,232.3 0.03683119.04$ 119.04$ 6308‐006‐014389517 Vacant25,306 100.00%25,306.0 0.03683932.02$ 932.02$ 6308‐006‐015 4433 PACIFIC BLVD4729132 Industrial24,159 5.00%1,208.0 0.0368344.49$ 44.48$ 6308‐006‐018 4462 PACIFIC BLVD586376 Industrial16,026 100.00%16,026.0 0.03683590.24$ 590.24$ 6308‐007‐006 4848 S SANTA FE AVE2865867 Industrial80,344 100.00%80,344.0 0.036832,959.07$ 2,959.06$ 6308‐007‐008 4600 S SANTA FE AVE2036407 Industrial90,426 100.00%90,426.0 0.036833,330.39$ 3,330.38$ 6308‐007‐009 4620 S SANTA FE AVE1256558 Industrial64,420 100.00%64,420.0 0.036832,372.59$ 2,372.58$ 6308‐007‐010589920 Vacant14,336 100.00%14,336.0 0.03683527.99$ 528.00$ 6308‐007‐012 4824 S SANTA FE AVE8373179 Industrial128,246 100.00%128,246.0 0.036834,723.30$ 4,723.30$ 6308‐007‐015 4800 S SANTA FE AVE3191008 Industrial39,522 100.00%39,522.0 0.036831,455.60$ 1,455.60$ Resolution No. 2022-20 Page 16 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6308‐007‐016 4800 S SANTA FE AVE7636065 Industrial99,733 100.00%99,733.0 0.036833,673.17$ 3,673.16$ 6308‐007‐018 4400 PACIFIC BLVD4783196 Industrial234,788 17.15%40,266.1 0.036831,483.00$ 1,483.00$ 6308‐007‐019 4460 PACIFIC BLVD19696804 Industrial282,465 100.00%282,465.0 0.0368310,403.19$ 10,403.18$ 6308‐007‐020449797 Vacant11,745 100.00%11,745.0 0.03683432.57$ 432.56$ 6308‐007‐02195556 Vacant6,332 100.00%6,332.0 0.03683233.21$ 233.20$ 6308‐008‐010 4565 PACIFIC BLVD165164 Industrial43,295 100.00%43,295.0 0.036831,594.55$ 1,594.56$ 6308‐008‐011 2529 CHAMBERS ST1397456 Industrial63,613 100.00%63,613.0 0.036832,342.87$ 2,342.86$ 6308‐008‐015 4509 PACIFIC BLVD219878 Industrial12,645 100.00%12,645.0 0.03683465.72$ 465.72$ 6308‐008‐017 4585 PACIFIC BLVD724081 Industrial63,676 100.00%63,676.0 0.036832,345.19$ 2,345.18$ 6308‐008‐025 4533 PACIFIC BLVD4993640 Industrial78,895 100.00%78,895.0 0.036832,905.70$ 2,905.70$ 6308‐008‐026198542 Commercial8,763 100.00%8,763.0 0.03683322.74$ 322.74$ 6308‐008‐030 2555 CHAMBERS ST6242400 Industrial48,787 65.00%31,711.6 0.036831,167.94$ 1,167.94$ 6308‐009‐024 4875 PACIFIC BLVD556071 Industrial20,996 100.00%20,996.0 0.03683773.28$ 773.28$ 6308‐009‐025 4801 PACIFIC BLVD2149864 Industrial21,510 100.00%21,510.0 0.03683792.21$ 792.22$ 6308‐009‐027 4641 PACIFIC BLVD4915890 Industrial43,348 100.00%43,348.0 0.036831,596.51$ 1,596.50$ 6308‐009‐031328974 Vacant7,692 100.00%7,692.0 0.03683283.30$ 283.30$ 6308‐009‐033 4623 HAMPTON ST603124 Industrial32,971 100.00%32,971.0 0.036831,214.32$ 1,214.32$ 6308‐009‐038 4646 HAMPTON ST7873059 Industrial168,713 100.00%168,713.0 0.036836,213.70$ 6,213.70$ 6308‐010‐018 5065 PACIFIC BLVD1846200 Industrial24,862 100.00%24,862.0 0.03683915.67$ 915.66$ 6308‐010‐019 5015 PACIFIC BLVD3122661 Industrial52,231 100.00%52,231.0 0.036831,923.67$ 1,923.66$ 6308‐010‐020 5001 PACIFIC BLVD492229 Industrial18,731 100.00%18,731.0 0.03683689.86$ 689.86$ 6308‐010‐021 4927 PACIFIC BLVD864499 Industrial26,302 35.00%9,205.7 0.03683339.05$ 339.04$ 6308‐010‐023 4903 PACIFIC BLVD1626283 Industrial22,999 59.63%13,714.3 0.03683505.10$ 505.10$ 6308‐010‐024 2532 E 49TH ST1608650 Industrial42,004 100.00%42,004.0 0.036831,547.01$ 1,547.00$ 6308‐010‐026 5000 HAMPTON ST516664 Industrial14,402 100.00%14,402.0 0.03683530.43$ 530.42$ 6308‐010‐031 5121 HAMPTON ST1033646 Commercial32,401 100.00%32,401.0 0.036831,193.33$ 1,193.32$ 6308‐010‐032 5111 HAMPTON ST1569525 Industrial15,765 100.00%15,765.0 0.03683580.62$ 580.62$ 6308‐010‐034 5005 HAMPTON ST426369 Industrial20,138 100.00%20,138.0 0.03683741.68$ 741.68$ 6308‐010‐035 5001 HAMPTON ST406072 Industrial10,225 100.00%10,225.0 0.03683376.59$ 376.58$ 6308‐010‐036 4929 HAMPTON ST2030090 Industrial10,286 100.00%10,286.0 0.03683378.83$ 378.84$ 6308‐010‐037 2516 E 49TH ST3441496 Industrial44,867 24.14%10,830.9 0.03683398.90$ 398.90$ 6308‐010‐040 5014 HAMPTON ST2558867 Industrial17,947 100.00%17,947.0 0.03683660.99$ 660.98$ 6308‐010‐041895630 Industrial31,812 100.00%31,812.0 0.036831,171.64$ 1,171.64$ 6308‐010‐042 4930 HAMPTON ST1277489 Industrial13,600 100.00%13,600.0 0.03683500.89$ 500.88$ 6308‐011‐011 2465 FRUITLAND AVE15976191 Industrial151,589 21.77%33,000.9 0.036831,215.42$ 1,215.42$ 6308‐011‐012 5120 S SANTA FE AVE8767698 Industrial79,956 100.00%79,956.0 0.036832,944.78$ 2,944.78$ 6308‐011‐013 5050 S SANTA FE AVE2896762 Industrial64,649 100.00%64,649.0 0.036832,381.02$ 2,381.02$ 6308‐012‐012 2322 E VERNON AVE907165 Industrial46,992 100.00%46,992.0 0.036831,730.72$ 1,730.72$ 6308‐012‐014 4435 S SANTA FE AVE297952 Industrial7,123 100.00%7,123.0 0.03683262.34$ 262.34$ 6308‐012‐016 4441 S SANTA FE AVE2225048 Industrial166,835 49.61%82,766.8 0.036833,048.30$ 3,048.30$ 6308‐012‐018 4501 S SANTA FE AVE1898048 Industrial77,513 100.00%77,513.0 0.036832,854.80$ 2,854.80$ 6308‐012‐019 2326 E VERNON AVE40860 Industrial6,718 100.00%6,718.0 0.03683247.42$ 247.42$ 6308‐012‐022 2300 E VERNON AVE11211715 Industrial477,297 100.00%477,297.0 0.0368317,578.85$ 17,578.84$ 6308‐013‐012281220 Industrial6,175 100.00%6,175.0 0.03683227.43$ 227.42$ 6308‐013‐013 1936 E VERNON AVE262915 Industrial44,277 100.00%44,277.0 0.036831,630.72$ 1,630.72$ 6308‐013‐017 4423 HAWTHORNE AVE1983893 Industrial43,996 22.58%9,934.3 0.03683365.88$ 365.88$ Resolution No. 2022-20 Page 17 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6308‐013‐018 2000 E VERNON AVE562440 Commercial13,079 100.00%13,079.0 0.03683481.70$ 481.70$ 6308‐013‐019 2001 E 45TH ST451013 Industrial11,727 100.00%11,727.0 0.03683431.91$ 431.90$ 6308‐013‐020228159 Vacant5,507 100.00%5,507.0 0.03683202.82$ 202.82$ 6308‐013‐021 2015 E 45TH ST228159 Vacant5,605 100.00%5,605.0 0.03683206.43$ 206.44$ 6308‐013‐022281220 Industrial6,914 100.00%6,914.0 0.03683254.64$ 254.64$ 6308‐013‐023 2042 E VERNON AVE9619850 Industrial72,087 27.48%19,809.5 0.03683729.58$ 729.58$ 6308‐013‐026 2020 E 45TH ST288241 Industrial6,676 100.00%6,676.0 0.03683245.88$ 245.88$ 6308‐013‐033 2039 E 46TH ST212421 Vacant6,638 100.00%6,638.0 0.03683244.48$ 244.48$ 6308‐013‐034 2040 E 45TH ST467202 Vacant39,545 100.00%39,545.0 0.036831,456.44$ 1,456.44$ 6308‐013‐035 2052 E VERNON AVE1762180 Industrial19,772 100.00%19,772.0 0.03683728.20$ 728.20$ 6308‐013‐039 2032 E 45TH ST1029021 Industrial13,253 100.00%13,253.0 0.03683488.11$ 488.10$ 6308‐013‐043200581 Industrial5,859 100.00%5,859.0 0.03683215.79$ 215.78$ 6308‐013‐044 4510 S ALAMEDA ST7248710 Industrial148,180 100.00%148,180.0 0.036835,457.47$ 5,457.46$ 6308‐013‐045 1908 E VERNON AVE773258 Industrial31,014 100.00%31,014.0 0.036831,142.25$ 1,142.24$ 6308‐013‐046 1908 E VERNON AVE2710680 Commercial11,578 100.00%11,578.0 0.03683426.42$ 426.42$ 6308‐013‐047421910 Industrial13,339 100.00%13,339.0 0.03683491.28$ 491.28$ 6308‐014‐020 4510 S ALAMEDA ST991366 Vacant74,052 100.00%74,052.0 0.036832,727.34$ 2,727.34$ 6308‐014‐022 2040 E 46TH ST503691 Industrial47,522 100.00%47,522.0 0.036831,750.24$ 1,750.24$ 6308‐014‐025 1951 E 48TH ST5650139 Industrial188,179 12.60%23,710.6 0.03683873.26$ 873.26$ 6308‐014‐02660048 Vacant9,513 100.00%9,513.0 0.03683350.36$ 350.36$ 6308‐014‐0281502 Industrial7,532 100.00%7,532.0 0.03683277.40$ 277.40$ 6308‐014‐029 2345 E 48TH ST1845678 Industrial88,418 100.00%88,418.0 0.036833,256.43$ 3,256.44$ 6308‐014‐030825000 Vacant15,825 100.00%15,825.0 0.03683582.83$ 582.84$ 6308‐014‐032 1946 E 46TH ST16997509 Industrial234,788 84.33%197,996.7 0.036837,292.22$ 7,292.22$ 6308‐014‐036120099 Vacant7,409 100.00%7,409.0 0.03683272.87$ 272.88$ 6308‐015‐007 2328 E 49TH ST499832 Vacant16,117 100.00%16,117.0 0.03683593.59$ 593.58$ 6308‐015‐008 4901 S SANTA FE AVE1530000 Industrial11,325 95.00%10,758.8 0.03683396.24$ 396.24$ 6308‐015‐009 5001 S SANTA FE AVE671034 Industrial12,900 100.00%12,900.0 0.03683475.11$ 475.10$ 6308‐015‐012 5051 S SANTA FE AVE2365009 Industrial68,161 100.00%68,161.0 0.036832,510.37$ 2,510.36$ 6308‐015‐016 2201 E 51ST ST303080 Industrial19,763 100.00%19,763.0 0.03683727.87$ 727.88$ 6308‐015‐017 2131 E 51ST ST1623040 Industrial99,317 50.00%49,658.5 0.036831,828.92$ 1,828.92$ 6308‐015‐022 2300 E 49TH ST2247264 Industrial43,360 100.00%43,360.0 0.036831,596.95$ 1,596.94$ 6308‐015‐024 2111 E 51ST ST2550000 Industrial19,908 100.00%19,908.0 0.03683733.21$ 733.22$ 6308‐015‐033 1960 E 48TH ST741230 Industrial62,281 100.00%62,281.0 0.036832,293.81$ 2,293.80$ 6308‐015‐034 2034 E 48TH ST3737216 Industrial118,048 15.51%18,309.2 0.03683674.33$ 674.32$ 6308‐015‐035 2050 E 48TH ST1635520 Industrial58,806 100.00%58,806.0 0.036832,165.82$ 2,165.82$ 6308‐015‐040 2101 E 51ST ST1378197 Industrial20,473 22.00%4,504.1 0.03683165.88$ 165.88$ 6308‐015‐043 2392 E 48TH ST5346592 Industrial278,784 37.94%105,770.6 0.036833,895.53$ 3,895.54$ 6308‐015‐044 4871 S SANTA FE AVE7099574 Industrial464,281 59.25%275,086.5 0.0368310,131.44$ 10,131.44$ 6308‐015‐048 2035 E 51ST ST2952384 Industrial42,626 100.00%42,626.0 0.036831,569.92$ 1,569.92$ 6308‐015‐0551145201 Vacant36,539 100.00%36,539.0 0.036831,345.73$ 1,345.74$ 6308‐015‐058 1911 E 51ST ST829536 Industrial47,438 100.00%47,438.0 0.036831,747.14$ 1,747.14$ 6308‐015‐059 1919 E 51ST ST739580 Industrial42,004 100.00%42,004.0 0.036831,547.01$ 1,547.00$ 6308‐015‐063 4800 S ALAMEDA ST6687826 Industrial128,938 93.50%120,557.0 0.036834,440.12$ 4,440.12$ 6308‐015‐067 2145 E 49TH ST3328703 Industrial80,235 100.00%80,235.0 0.036832,955.06$ 2,955.06$ 6308‐015‐072 4890 S ALAMEDA ST8096952 Industrial189,050 72.00%136,116.0 0.036835,013.15$ 5,013.16$ Resolution No. 2022-20 Page 18 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6308‐015‐073 2011 E 49TH ST6241974 Industrial52,708 15.00%7,906.2 0.03683291.19$ 291.18$ 6308‐015‐074 2021 E 49TH ST8874000 Industrial52,529 100.00%52,529.0 0.036831,934.64$ 1,934.64$ 6308‐015‐077 2000 E 49TH ST33722000 Industrial344,995 24.34%83,971.8 0.036833,092.68$ 3,092.68$ 6308‐016‐005 1930 E 51ST ST3867530 Industrial71,874 53.81%38,675.4 0.036831,424.41$ 1,424.42$ 6308‐016‐007 2124 E 51ST ST1893851 Industrial48,223 100.00%48,223.0 0.036831,776.05$ 1,776.06$ 6308‐016‐010 2322 E 51ST ST13798825 Industrial166,399 49.61%82,550.5 0.036833,040.34$ 3,040.34$ 6308‐016‐012 2305 E 52ND ST1709084 Industrial22,517 35.98%8,101.6 0.03683298.38$ 298.38$ 6308‐016‐013 2315 E 52ND ST2381667 Industrial40,751 100.00%40,751.0 0.036831,500.86$ 1,500.86$ 6308‐016‐014353096 Industrial7,268 100.00%7,268.0 0.03683267.68$ 267.68$ 6308‐016‐020 2046 E 52ND ST779246 Vacant62,299 100.00%62,299.0 0.036832,294.47$ 2,294.48$ 6308‐016‐021 2050 E 52ND ST933550 Industrial65,485 100.00%65,485.0 0.036832,411.81$ 2,411.82$ 6308‐016‐022 2200 E 52ND ST2231298 Industrial123,680 63.00%77,918.4 0.036832,869.73$ 2,869.74$ 6308‐016‐025 2340 E 52ND ST5951700 Industrial66,573 100.00%66,573.0 0.036832,451.88$ 2,451.88$ 6308‐016‐027 2031 E 55TH ST8523941 Industrial417,305 16.92%70,608.0 0.036832,600.49$ 2,600.50$ 6308‐016‐033 2050 E 51ST ST2861730 Industrial55,757 100.00%55,757.0 0.036832,053.53$ 2,053.54$ 6308‐016‐037255387 Vacant19,295 100.00%19,295.0 0.03683710.63$ 710.64$ 6308‐016‐038 5200 S ALAMEDA ST18073367 Industrial202,155 100.00%202,155.0 0.036837,445.37$ 7,445.36$ 6308‐016‐039 2131 E 52ND ST11579871 Industrial263,102 29.48%77,562.5 0.036832,856.63$ 2,856.62$ 6308‐016‐041 5201 S SANTA FE AVE8791337 Industrial85,378 46.42%39,632.5 0.036831,459.66$ 1,459.66$ 6308‐016‐042 2021 E 52ND ST4115232 Industrial76,136 100.00%76,136.0 0.036832,804.09$ 2,804.08$ 6308‐016‐046 2200 E 52ND ST3768457 Industrial79,303 100.00%79,303.0 0.036832,920.73$ 2,920.72$ 6308‐016‐049 2300 E 52ND ST4389578 Industrial72,178 100.00%72,178.0 0.036832,658.32$ 2,658.32$ 6308‐016‐052689507 Industrial21,034 100.00%21,034.0 0.03683774.68$ 774.68$ 6308‐016‐053 2325 E 55TH ST4925065 Industrial63,079 100.00%63,079.0 0.036832,323.20$ 2,323.20$ 6308‐016‐054 5401 S SANTA FE AVE4127311 Industrial54,450 78.00%42,471.0 0.036831,564.21$ 1,564.20$ 6308‐016‐055 1916 E 51ST ST451458 Industrial52,835 100.00%52,835.0 0.036831,945.91$ 1,945.92$ 6308‐016‐057516962 Vacant17,356 100.00%17,356.0 0.03683639.22$ 639.22$ 6308‐017‐011 5669 S SANTA FE AVE162392 Commercial11,353 100.00%11,353.0 0.03683418.13$ 418.14$ 6308‐017‐012 2365 E 57TH ST362993 Industrial8,510 100.00%8,510.0 0.03683313.42$ 313.42$ 6308‐017‐013 5607 S SANTA FE AVE654585 Industrial86,310 100.00%86,310.0 0.036833,178.80$ 3,178.80$ 6308‐017‐039 5580 S ALAMEDA ST15697492 Industrial139,111 100.00%139,111.0 0.036835,123.46$ 5,123.46$ 6308‐017‐040 5600 S ALAMEDA ST10667394 Industrial96,602 100.00%96,602.0 0.036833,557.85$ 3,557.86$ 6308‐017‐041 2050 E 55TH ST26463400 Industrial220,245 100.00%220,245.0 0.036838,111.62$ 8,111.62$ 6308‐017‐042 2100 E 55TH ST15072309 Industrial118,736 100.00%118,736.0 0.036834,373.05$ 4,373.04$ 6308‐017‐043 5525 S SANTA FE AVE19245877 Industrial201,830 100.00%201,830.0 0.036837,433.40$ 7,433.40$ 6308‐017‐048 2200 55TH ST49725000 Industrial471,319 100.00%471,319.0 0.0368317,358.68$ 17,358.68$ 6308‐018‐014 5820 S ALAMEDA ST2816694 Industrial55,279 100.00%55,279.0 0.036832,035.93$ 2,035.92$ 6308‐018‐017 1988 E 57TH ST1553054 Industrial27,690 100.00%27,690.0 0.036831,019.82$ 1,019.82$ 6308‐018‐018 5741 S 1ST ST380325 Industrial15,432 100.00%15,432.0 0.03683568.36$ 568.36$ 6308‐018‐02066389 Vacant4,760 100.00%4,760.0 0.03683175.31$ 175.32$ 6308‐018‐021 2087 E SLAUSON AVE380406 Vacant27,471 100.00%27,471.0 0.036831,011.76$ 1,011.76$ 6308‐018‐023 5801 S 2ND ST4993691 Industrial304,031 100.00%304,031.0 0.0368311,197.46$ 11,197.46$ 6308‐019‐011 5819 S SANTA FE AVE380901 Commercial5,923 100.00%5,923.0 0.03683218.14$ 218.14$ 6308‐019‐012 5831 S SANTA FE AVE533008 Commercial11,777 100.00%11,777.0 0.03683433.75$ 433.74$ 6308‐019‐013273005 Vacant13,675 100.00%13,675.0 0.03683503.65$ 503.66$ 6308‐019‐014 2357 E SLAUSON AVE243092 Industrial2,891 100.00%2,891.0 0.03683106.48$ 106.48$ Resolution No. 2022-20 Page 19 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6308‐019‐016 2330 E 57TH ST198558 Vacant11,330 100.00%11,330.0 0.03683417.28$ 417.28$ 6308‐019‐017 2330 E 57TH ST13924156 Industrial391,604 32.77%128,328.6 0.036834,726.34$ 4,726.34$ 6308‐019‐018 2204 E 57TH ST619035 Industrial15,876 100.00%15,876.0 0.03683584.71$ 584.72$ 6308‐019‐019 5740 S ANDERSON ST572312 Industrial14,685 100.00%14,685.0 0.03683540.85$ 540.84$ 6308‐019‐020 5770 S ANDERSON ST1232980 Industrial14,960 100.00%14,960.0 0.03683550.98$ 550.98$ 6308‐019‐022 2202 E ANDERSON ST2226456 Industrial16,755 100.00%16,755.0 0.03683617.09$ 617.08$ 6308‐019‐023 2202 E ANDERSON ST2247264 Industrial9,399 100.00%9,399.0 0.03683346.17$ 346.16$ 6308‐019‐025 2198 E ANDERSON ST295944 Industrial5,670 100.00%5,670.0 0.03683208.83$ 208.82$ 6308‐019‐028 5810 2ND ST337274 Industrial9,746 100.00%9,746.0 0.03683358.95$ 358.94$ 6308‐019‐029 5810 E 2ND ST207974 Industrial6,242 100.00%6,242.0 0.03683229.89$ 229.90$ 6308‐019‐030 2111 E ANDERSON ST521211 Industrial14,316 61.14%8,752.8 0.03683322.37$ 322.36$ 6308‐019‐034 2190 E 57TH ST540193 Industrial13,682 4.98%681.4 0.0368325.09$ 25.10$ 6308‐019‐035 5721 S ANDERSON ST540193 Industrial13,700 100.00%13,700.0 0.03683504.57$ 504.58$ 6308‐019‐036 5761 S ANDERSON ST1885000 Industrial13,699 100.00%13,699.0 0.03683504.53$ 504.54$ 6308‐019‐037 2191 E ANDERSON ST531430 Industrial13,409 100.00%13,409.0 0.03683493.85$ 493.86$ 6309‐001‐002 2455 E 52ND ST54863 Industrial3,281 100.00%3,281.0 0.03683120.84$ 120.84$ 6309‐002‐006 5218 S SANTA FE AVE1700000 Commercial13,517 100.00%13,517.0 0.03683497.83$ 497.84$ 6309‐002‐007 5212 S SANTA FE AVE265901 Commercial6,688 100.00%6,688.0 0.03683246.32$ 246.32$ 6309‐002‐008 5208 S SANTA FE AVE357008 Commercial6,554 100.00%6,554.0 0.03683241.38$ 241.38$ 6309‐002‐009 5200 S SANTA FE AVE130431 Commercial10,280 100.00%10,280.0 0.03683378.61$ 378.62$ 6309‐003‐006 5320 S SANTA FE AVE708165 Industrial6,747 100.00%6,747.0 0.03683248.49$ 248.50$ 6309‐003‐007 5316 S SANTA FE AVE708165 Industrial6,747 100.00%6,747.0 0.03683248.49$ 248.50$ 6309‐003‐020 5300 S SANTA FE AVE1398642 Commercial6,747 100.00%6,747.0 0.03683248.49$ 248.50$ 6309‐004‐009 5412 S SANTA FE AVE520047 Industrial20,135 100.00%20,135.0 0.03683741.57$ 741.58$ 6309‐004‐010 5408 S SANTA FE AVE297161 Industrial6,842 100.00%6,842.0 0.03683251.99$ 252.00$ 6309‐005‐008 5592 S SANTA FE AVE189429 Vacant6,574 100.00%6,574.0 0.03683242.12$ 242.12$ 6309‐005‐010 5508 S SANTA FE AVE514809 Industrial6,679 100.00%6,679.0 0.03683245.99$ 245.98$ 6309‐006‐008 5670 S SANTA FE AVE325193 Industrial6,546 100.00%6,546.0 0.03683241.09$ 241.08$ 6309‐006‐009 5666 S SANTA FE AVE62264 Industrial6,725 100.00%6,725.0 0.03683247.68$ 247.68$ 6309‐006‐01041475 Industrial6,496 100.00%6,496.0 0.03683239.25$ 239.24$ 6309‐006‐011 5616 S SANTA FE AVE52914 Industrial6,849 100.00%6,849.0 0.03683252.25$ 252.24$ 6309‐006‐012 5600 S SANTA FE AVE511122 Commercial9,975 100.00%9,975.0 0.03683367.38$ 367.38$ 6309‐007‐010 5710 S SANTA FE AVE84232 Industrial6,642 100.00%6,642.0 0.03683244.62$ 244.62$ 6309‐007‐011 5700 S SANTA FE AVE212194 Industrial9,862 100.00%9,862.0 0.03683363.22$ 363.22$ 6309‐009‐004 5139 PACIFIC BLVD1059440 Industrial35,236 22.44%7,907.0 0.03683291.21$ 291.22$ 6309‐009‐005 2501 E 52ND ST1427506 Industrial15,825 100.00%15,825.0 0.03683582.83$ 582.84$ 6309‐009‐006 5182 MALABAR ST674755 Industrial7,499 100.00%7,499.0 0.03683276.19$ 276.18$ 6309‐018‐003 5140 PACIFIC BLVD525593 Commercial9,901 18.18%1,800.0 0.0368366.29$ 66.30$ 6309‐018‐004 2618 FRUITLAND AVE1469820 Industrial15,866 100.00%15,866.0 0.03683584.34$ 584.34$ 6309‐018‐007 2626 FRUITLAND AVE90985 Industrial1,170 100.00%1,170.0 0.0368343.09$ 43.10$ 6309‐026‐012 2700 FRUITLAND AVE14919858 Industrial412,716 100.00%412,716.0 0.0368315,200.33$ 15,200.34$ 6309‐026‐028 2726 FRUITLAND AVE4259771 Industrial106,286 84.02%89,301.5 0.036833,288.97$ 3,288.98$ 6309‐026‐033 5325 S SOTO ST8117557 Industrial348,916 53.56%186,879.4 0.036836,882.77$ 6,882.76$ 6309‐026‐034 5201 S SOTO ST2101022 Industrial88,862 23.22%20,633.8 0.03683759.94$ 759.94$ 6309‐026‐035 2726 FRUITLAND AVE3425061 Industrial57,064 86.88%49,577.2 0.036831,825.93$ 1,825.92$ 6309‐026‐036 2700 FRUITLAND AVE891477 Vacant86,975 100.00%86,975.0 0.036833,203.29$ 3,203.28$ Resolution No. 2022-20 Page 20 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6310‐002‐009 3388 FRUITLAND AVE5518281 Industrial63,508 100.00%63,508.0 0.036832,339.00$ 2,339.00$ 6310‐002‐012 3366 FRUITLAND AVE3887203 Industrial38,612 100.00%38,612.0 0.036831,422.08$ 1,422.08$ 6310‐002‐013 3360 FRUITLAND AVE2059272 Industrial44,922 100.00%44,922.0 0.036831,654.48$ 1,654.48$ 6310‐002‐014 5201 S DOWNEY RD6802342 Industrial58,545 47.09%27,568.8 0.036831,015.36$ 1,015.36$ 6310‐002‐015 3336 FRUITLAND AVE7428175 Industrial127,857 100.00%127,857.0 0.036834,708.97$ 4,708.98$ 6310‐002‐017 3314 FRUITLAND AVE660383 Industrial15,640 100.00%15,640.0 0.03683576.02$ 576.02$ 6310‐002‐018 3310 FRUITLAND AVE450387 Industrial17,834 100.00%17,834.0 0.03683656.83$ 656.82$ 6310‐002‐019 5148 ALCOA AVE304010 Industrial10,282 100.00%10,282.0 0.03683378.69$ 378.68$ 6310‐002‐022 5232 ALCOA AVE1447528 Industrial42,766 100.00%42,766.0 0.036831,575.07$ 1,575.08$ 6310‐002‐025 5410 ALCOA AVE962667 Industrial49,625 100.00%49,625.0 0.036831,827.69$ 1,827.68$ 6310‐002‐028 5333 S DOWNEY RD779084 Industrial97,007 100.00%97,007.0 0.036833,572.77$ 3,572.76$ 6310‐002‐029 5353 S DOWNEY RD12062539 Industrial330,272 85.00%280,731.2 0.0368310,339.33$ 10,339.34$ 6310‐002‐033508670 Industrial17,156 100.00%17,156.0 0.03683631.86$ 631.86$ 6310‐002‐035 5208 ALCOA AVE487330 Commercial32,840 100.00%32,840.0 0.036831,209.50$ 1,209.50$ 6310‐002‐036 5166 ALCOA AVE2484234 Industrial76,189 100.00%76,189.0 0.036832,806.04$ 2,806.04$ 6310‐002‐038 5304 ALCOA AVE5788802 Industrial145,492 100.00%145,492.0 0.036835,358.47$ 5,358.48$ 6310‐002‐2702614362 Vacant175,050 100.00%175,050.0 0.036836,447.09$ 6,447.10$ 6310‐004‐001195002 Vacant7,410 100.00%7,410.0 0.03683272.91$ 272.92$ 6310‐004‐008 3365 E SLAUSON AVE5905674 Industrial182,516 50.00%91,258.0 0.036833,361.03$ 3,361.04$ 6310‐004‐009 3345 E SLAUSON AVE6663529 Industrial57,230 100.00%57,230.0 0.036832,107.78$ 2,107.78$ 6310‐004‐010 3355 E SLAUSON AVE6324000 Industrial56,192 5.25%2,950.1 0.03683108.65$ 108.66$ 6310‐005‐003 5700 ALCOA AVE1059815 Industrial43,995 100.00%43,995.0 0.036831,620.34$ 1,620.34$ 6310‐005‐270513632 Vacant95,618 100.00%95,618.0 0.036833,521.61$ 3,521.62$ 6310‐006‐014 5705 ALCOA AVE13770000 Industrial245,670 100.00%245,670.0 0.036839,048.03$ 9,048.02$ 6310‐007‐003 5800 S BOYLE AVE5912387 Industrial219,106 100.00%219,106.0 0.036838,069.67$ 8,069.68$ 6310‐007‐006 3165 E SLAUSON AVE5639993 Industrial96,703 46.92%45,373.0 0.036831,671.09$ 1,671.08$ 6310‐007‐010 5820 S BOYLE AVE612529 Commercial22,162 100.00%22,162.0 0.03683816.23$ 816.22$ 6310‐007‐011106572 Vacant9,957 100.00%9,957.0 0.03683366.72$ 366.72$ 6310‐008‐002 5500 S BOYLE AVE595337 Industrial12,892 100.00%12,892.0 0.03683474.81$ 474.82$ 6310‐008‐005 5151 ALCOA AVE6081153 Industrial128,642 100.00%128,642.0 0.036834,737.88$ 4,737.88$ 6310‐008‐008 5563 ALCOA AVE27060802 Industrial196,485 100.00%196,485.0 0.036837,236.54$ 7,236.54$ 6310‐008‐0101657606 Vacant62,079 100.00%62,079.0 0.036832,286.37$ 2,286.36$ 6310‐008‐0114510609 Industrial87,877 100.00%87,877.0 0.036833,236.51$ 3,236.50$ 6310‐008‐016 5383 ALCOA AVE15804572 Industrial257,695 74.03%190,771.6 0.036837,026.12$ 7,026.12$ 6310‐008‐019 5370 BOYLE AVE34569254 Industrial402,320 100.00%402,320.0 0.0368314,817.45$ 14,817.44$ 6310‐008‐022 5300 BOYLE AVE76000000 Industrial633,101 100.00%633,101.0 0.0368323,317.11$ 23,317.10$ 6310‐009‐012 5300 S SOTO ST115176 Commercial19,787 100.00%19,787.0 0.03683728.76$ 728.76$ 6310‐009‐014 2900 FRUITLAND AVE12722170 Industrial369,780 100.00%369,780.0 0.0368313,619.00$ 13,619.00$ 6310‐009‐015 2900 FRUITLAND AVE8280571 Industrial359,345 100.00%359,345.0 0.0368313,234.68$ 13,234.68$ 6310‐009‐018 5215 S BOYLE AVE383590 Vacant16,853 100.00%16,853.0 0.03683620.70$ 620.70$ 6310‐009‐026 5375 S BOYLE AVE4454134 Industrial191,664 100.00%191,664.0 0.036837,058.99$ 7,058.98$ 6310‐010‐007 5400 S SOTO ST3442520 Industrial270,046 77.56%209,447.7 0.036837,713.96$ 7,713.96$ 6310‐010‐012 2958 E 54TH ST2656429 Industrial219,106 100.00%219,106.0 0.036838,069.67$ 8,069.68$ 6310‐010‐013 5401 S BOYLE AVE83593 Industrial16,219 100.00%16,219.0 0.03683597.35$ 597.34$ 6310‐011‐001 5503 S BOYLE AVE383531 Industrial56,725 100.00%56,725.0 0.036832,089.18$ 2,089.18$ 6310‐011‐002 5511 S BOYLE AVE1821457 Industrial46,066 100.00%46,066.0 0.036831,696.61$ 1,696.62$ Resolution No. 2022-20 Page 21 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6310‐011‐003 5601 S BOYLE AVE2374171 Industrial78,968 100.00%78,968.0 0.036832,908.39$ 2,908.40$ 6310‐011‐007 5701 S BOYLE AVE10973955 Industrial149,105 100.00%149,105.0 0.036835,491.54$ 5,491.54$ 6310‐013‐004 5820 BICKETT ST627454 Industrial32,234 100.00%32,234.0 0.036831,187.18$ 1,187.18$ 6310‐014‐022 5600 BICKETT ST5534848 Industrial72,255 100.00%72,255.0 0.036832,661.15$ 2,661.16$ 6310‐014‐024 5602 BICKETT ST11194704 Industrial114,127 100.00%114,127.0 0.036834,203.30$ 4,203.30$ 6310‐014‐026 5706 BICKETT ST1536208 Vacant89,751 100.00%89,751.0 0.036833,305.53$ 3,305.52$ 6310‐015‐021 5500 S SOTO ST6752464 Industrial111,078 32.59%36,200.3 0.036831,333.26$ 1,333.26$ 6310‐015‐022 5604 S SOTO ST1979489 Industrial82,764 22.01%18,216.4 0.03683670.91$ 670.90$ 6310‐015‐0332365304 Commercial78,131 100.00%78,131.0 0.036832,877.56$ 2,877.56$ 6310‐015‐036 5601 BICKETT ST7820401 Industrial78,508 100.00%78,508.0 0.036832,891.45$ 2,891.44$ 6310‐027‐022 6250 S BOYLE AVE21160295 Industrial383,328 43.21%165,636.0 0.036836,100.37$ 6,100.38$ 6310‐027‐023 3200 E SLAUSON AVE22978899 Industrial270,204 100.00%270,204.0 0.036839,951.61$ 9,951.62$ 6310‐027‐0265991 ALCOA AVE5686500 Industrial91,916 100.00%91,916.0 0.036833,385.27$ 3,385.26$ 6310‐027‐027 6023 ALCOA AVE17868852 Industrial513,194 100.00%513,194.0 0.0368318,900.94$ 18,900.94$ 6310‐027‐028 5920 ALCOA AVE15101406 Industrial123,751 100.00%123,751.0 0.036834,557.75$ 4,557.74$ 6310‐027‐030 6062 ALCOA AVE8437589 Industrial154,308 100.00%154,308.0 0.036835,683.16$ 5,683.16$ 6310‐027‐031 3300 E SLAUSON AVE6024515 Industrial202,991 100.00%202,991.0 0.036837,476.16$ 7,476.16$ 6310‐027‐034484327 Vacant18,642 100.00%18,642.0 0.03683686.58$ 686.58$ 6310‐027‐036 6180 ALCOA AVE8118239 Industrial97,588 100.00%97,588.0 0.036833,594.17$ 3,594.16$ 6310‐027‐037 3100 E SLAUSON AVE35226328 Industrial808,642 10.57%85,473.5 0.036833,147.99$ 3,147.98$ 6310‐027‐038452574 Industrial10,541 100.00%10,541.0 0.03683388.23$ 388.22$ 6310‐027‐039 5970 ALCOA AVE4655837 Industrial98,159 100.00%98,159.0 0.036833,615.20$ 3,615.20$ 6310‐027‐041 6133 MALBURG WAY10606773 Industrial136,238 100.00%136,238.0 0.036835,017.65$ 5,017.64$ 6310‐027‐043 6065 MALBURG WAY7794571 Industrial77,972 46.94%36,600.1 0.036831,347.98$ 1,347.98$ 6310‐027‐044 6033 MALBURG WAY7821102 Industrial79,715 43.80%34,915.2 0.036831,285.93$ 1,285.92$ 6310‐027‐045 6001 MALBURG WAY7783960 Industrial80,150 19.23%15,412.8 0.03683567.66$ 567.66$ 6310‐027‐047 3338 E SLAUSON AVE8558641 Industrial92,635 100.00%92,635.0 0.036833,411.75$ 3,411.74$ 6310‐027‐048 3390 E SLAUSON AVE8781495 Industrial118,048 17.00%20,068.2 0.03683739.11$ 739.12$ 6310‐027‐051 6116 MALBURG WAY7927223 Industrial83,112 36.88%30,651.7 0.036831,128.90$ 1,128.90$ 6310‐027‐052 6160 MALBURG WAY7821102 Industrial83,142 48.13%40,016.2 0.036831,473.80$ 1,473.80$ 6310‐027‐053 6200 MALBURG WAY7497434 Industrial94,548 100.00%94,548.0 0.036833,482.20$ 3,482.20$ 6310‐027‐055 3278 E SLAUSON AVE1640058 Commercial23,138 100.00%23,138.0 0.03683852.17$ 852.18$ 6310‐027‐056 5925 ALCOA AVE5739483 Industrial140,264 100.00%140,264.0 0.036835,165.92$ 5,165.92$ 6310‐027‐274854910 Vacant190,968 100.00%190,968.0 0.036837,033.35$ 7,033.36$ 6313‐001‐007182350 Vacant9,937 100.00%9,937.0 0.03683365.98$ 365.98$ 6313‐022‐022 4441 E 52ND ST1249500 Commercial26,778 100.00%26,778.0 0.03683986.23$ 986.24$ 6313‐022‐030 5088 FRUITLAND AVE3797460 Industrial22,630 100.00%22,630.0 0.03683833.46$ 833.46$ 6314‐001‐021 5431 DISTRICT BLVD1650576 Industrial90,150 100.00%90,150.0 0.036833,320.22$ 3,320.22$ 6314‐001‐024 5335 DISTRICT BLVD278990 Industrial18,003 100.00%18,003.0 0.03683663.05$ 663.06$ 6314‐003‐001 5122 S ATLANTIC BLVD637268 Commercial14,481 100.00%14,481.0 0.03683533.34$ 533.34$ 6314‐003‐010 5119 DISTRICT BLVD18279328 Industrial221,285 50.00%110,642.5 0.036834,074.96$ 4,074.96$ 6314‐019‐004 5519 DISTRICT BLVD23Irrigated13,069 100.00%13,069.0 0.03683481.33$ 481.34$ 6314‐019‐013 5611 DISTRICT BLVD2353043 Vacant105,415 100.00%105,415.0 0.036833,882.43$ 3,882.44$ 6314‐019‐017 5511 DISTRICT BLVD1171493 Industrial36,550 100.00%36,550.0 0.036831,346.14$ 1,346.14$ 6314‐019‐018 5527 DISTRICT AVE822011 Industrial17,070 100.00%17,070.0 0.03683628.69$ 628.68$ 6314‐020‐013 5637 DISTRICT BLVD234857 Industrial18,479 100.00%18,479.0 0.03683680.58$ 680.58$ Resolution No. 2022-20 Page 22 of 23 ________________________
PUBLIC SAFETY SPECIAL PARCEL TAX (PSSPT) FY 2022‐2023 ASSESSMENT LISTINGParcelAddrNet AV UseCategory Lot Sq.Ft PSSPT Percent Lot Sq.Ft Subject to PSSPT Asmt PSSPT Rate PSSPT AmountEven CentsDRAFT6314‐020‐030 5641 DISTRICT BLVD8340138 Vacant67,954 100.00%67,954.0 0.036832,502.75$ 2,502.74$ 6314‐020‐038 5717 DISTRICT BLVD664677 Industrial31,363 100.00%31,363.0 0.036831,155.10$ 1,155.10$ 6314‐020‐039 5719 DISTRICT BLVD501547 Industrial13,504 100.00%13,504.0 0.03683497.35$ 497.36$ 6314‐020‐040 5801 DISTRICT BLVD321327 Industrial20,080 100.00%20,080.0 0.03683739.55$ 739.54$ 6314‐020‐041367538 Industrial10,270 100.00%10,270.0 0.03683378.24$ 378.24$ 6314‐020‐042241204 Commercial10,060 100.00%10,060.0 0.03683370.51$ 370.50$ 6314‐020‐043 5837 DISTRICT BLVD2107521 Industrial33,430 100.00%33,430.0 0.036831,231.23$ 1,231.22$ 6314‐021‐006 5005 E SLAUSON AVE136690 Industrial6,724 100.00%6,724.0 0.03683247.64$ 247.64$ 6314‐021‐015 4979 E 52ND PL1337121 Industrial26,136 100.00%26,136.0 0.03683962.59$ 962.58$ 6314‐021‐016 4945 E 52ND PL3682391 Industrial54,014 100.00%54,014.0 0.036831,989.34$ 1,989.34$ 6314‐021‐017 4925 E 52ND PL7091840 Industrial101,611 100.00%101,611.0 0.036833,742.33$ 3,742.34$ 6314‐021‐018 5025 E SLAUSON AVE135769 Industrial20,330 100.00%20,330.0 0.03683748.75$ 748.76$ 6314‐022‐011 4905 E 52ND PL3183624 Industrial36,612 100.00%36,612.0 0.036831,348.42$ 1,348.42$ 6314‐022‐015 4885 E 52ND PL8319870 Industrial127,297 100.00%127,297.0 0.036834,688.35$ 4,688.34$ 6314‐022‐016 4855 E 52ND PL4815196 Industrial287,496 100.00%287,496.0 0.0368310,588.48$ 10,588.48$ 6314‐033‐0047924545 Industrial253,084 100.00%253,084.0 0.036839,321.08$ 9,321.08$ 6314‐033‐0061377597 Industrial43,996 100.00%43,996.0 0.036831,620.37$ 1,620.38$ 6314‐033‐271560943 Vacant192,301 100.00%192,301.0 0.036837,082.45$ 7,082.44$ 6332‐001‐003 4720 E 26TH ST2222416 Industrial53,004 69.55%36,864.3 0.036831,357.71$ 1,357.72$ 6332‐001‐004 4730 E 26TH ST1798655 Industrial69,112 75.27%52,020.6 0.036831,915.92$ 1,915.92$ 6332‐001‐005 4901 BANDINI BLVD50690918 Industrial312,905 100.00%312,905.0 0.0368311,524.29$ 11,524.30$ 6332‐001‐0061216 Vacant19,671 100.00%19,671.0 0.03683724.48$ 724.48$ 6332‐001‐0071216 Vacant26,144 100.00%26,144.0 0.03683962.88$ 962.88$ 6332‐002‐0775739075 Vacant160,736 100.00%160,736.0 0.036835,919.91$ 5,919.90$ Total944 2,272,854.26$ Resolution No. 2022-20 Page 23 of 23 ________________________
Exclusively Industrial
FINANCE DEPARTMENT
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583‐8811
DA Account #: 276.41
AGREEMENT FOR BILLING OF DIRECT ASSESSMENTS
(Public Safety Special Parcel Tax)
This agreement is made and entered into between the Los Angeles County Auditor-Controller
and City of Vernon to provide the service of placement of direct assessments on the Secured
Tax Roll and distribution of collections to City of Vernon.
I. PROPERTY TAX SERVICES
Los Angeles County will place direct assessments on the Secured Tax Roll and distribute
collections to City of Vernon at the same time and in the same manner as Los Angeles
County property taxes are collected and distributed. City of Vernon will adhere to the
policies and procedures established by the Los Angeles County Auditor-Controller as
outlined in the Direct Assessment Submission Procedure Manual.
Fee for Billing Services
For billing of direct assessments, the Los Angeles County Auditor-Controller shall collect
the following charge:
DA Original Submission - $0.25 per assessment per parcel
For correction of direct assessments requested by City of Vernon after extension of the
tax roll, the Los Angeles County Auditor-Controller will collect $13.00 per correction.
The Los Angeles County Auditor-Controller will charge an additional fee for extended
services provided to City of Vernon that are outlined in the Auditor-Controller Direct
Assessment Submission Procedure Manual.
II. COLLECTION OF AUDITOR-CONTROLLER FEES
Direct Assessment billing charges are collected once a year, on the December 20th
advance distribution. Any additional charges are deducted on the next available
distribution of monies.
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583‐8811
Agreement for Billing of Direct Assessments
Page 2
III. ACCOUNTING SERVICES
The Los Angeles County Auditor-Controller has available a report of direct assessments
levied for the tax year by parcel and will be provided to City of Vernon. Accounting
Services beyond this will be considered extended services and will be subject to additional
charges and fees.
IV. MODIFICATION OF COLLECTION FEES AND CHARGES
The Los Angeles County Auditor-Controller reserves the right to increase or decrease any
charges herein provided, in proportion to any changes in costs incurred by the Auditor-
Controller in providing the services described herein, provided that written notice of any
increase or decrease in charges is given to City of Vernon.
V. AUTHORITY FOR LEVY AND COMPLIANCE WITH LAW
The authority for such levy, (i.e. resolution, ordinance or election), shall accompany
requests for the levy of direct assessments. City of Vernon warrants that the taxes, fees,
or assessments imposed by City of Vernon and collected pursuant to this Agreement
comply with all requirements of state law, including but not limited to Articles XIIIC and
XIIID of the California Constitution (Proposition 218).
City of Vernon hereby releases and forever discharges Los Angeles County and its
officers, agents and employees from any and all claims, demands, liabilities, costs and
expenses, damages, causes of action, and judgments, in any manner arising out of City
of Vernon responsibility under this agreement or other action taken by City of Vernon in
establishing a special tax, fee, or assessment and implementing collection of special taxes,
fees, or assessments as contemplated in this agreement.
City of Vernon agrees to and shall defend, indemnify and hold harmless Los Angeles
County and its officers, agents and employees (“indemnified parties”) from any and all
claims, demands, liabilities, costs and expenses, damages, causes of action and
judgments, in any manner arising out of any of City of Vernon responsibility under this
agreement, or other action taken by City of Vernon in establishing a special tax, fee, or
assessment and implementing collection of special taxes, fees, or assessments as
contemplated in this agreement.
If any judgment is entered against any indemnified party as a result of action taken to
implement this Agreement, City of Vernon agrees that Los Angeles County may offset
the amount of any judgment paid by Los Angeles County or by any indemnified party from
any monies collected by Los Angeles County on City of Vernon behalf, including property
taxes, special taxes, fees, or assessments. Los Angeles County may, but is not required
to, notify City of Vernon of its intent to implement any offset authorized by this paragraph.
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583‐8811
Agreement for Billing of Direct Assessments
Page 3
VI. TERMS OF AGREEMENT
All existing agreements between Los Angeles County Auditor-Controller and City of
Vernon pertaining to the collection of direct assessments shall be terminated upon the
execution of this agreement. This agreement shall continue from year to year and shall
be subject to cancellation by either party by giving a thirty-day written notice to the other
party of cancellation.
AUTHORIZED SIGNEE:
☐ Director of Finance ☐ Manager ☐ Authorized Consulting Agent
☐ Other (please specify Title): ______________________________
Authorized Signature: ____________________________________ Date: _____________
Authorized Name: ____________________________________ PRINT NAME
___________________________________________________________________________
For Auditor-Controller Use Only
Approved Signature: ____________________________________ Date: _____________
SECTION MANAGER
Approved Name: ____________________________________ PRINT NAME
WAREHOUSE SPECIAL PARCEL TAXCPI - MARCH BASE INCREASE FROM INCEPTION % CPI % Increase from Maximum Tax Rate Proposed Tax Rate Increase from Previous Year %A B (A/B)-1 Previous Year $.20*(CPI/Base CPI)2022 306.679 165 0.858661 85.87% 8.502094% 0.371732$ 0.357164$ 0.042500 4.250000%2021 282.648 165 0.713018 71.30% 2.190615% 0.342604$ 0.342604$ 0.021906 2.190615%2020 276.589 165 0.676297 67.63% 1.945369% 0.335259$ 0.335259$ 0.019454 1.945369%2019 271.311 165 0.644309 64.43% 2.707849% 0.328862$ 0.328862$ 0.027078 2.707849%2018 264.158 165 0.600958 60.10% 3.784697% 0.320192$ 0.320192$ 0.037847 3.784697%2017 254.525 165 0.542576 54.26% 2.683632% 0.308515$ 0.308515$ 0.026836 2.683632%2016 247.873 165 0.502261 50.23% 1.696494% 0.300452$ 0.300452$ 0.016965 1.696494%2015 243.738 165 0.477200 47.72% 0.514246% 0.295440$ 0.295440$ 0.005142 0.514246%2014 242.491 165 0.469642 46.96% 1.040022% 0.293928$ 0.293928$ 0.010400 1.040022%2013 239.995 165 0.454515 45.45% 1.288928% 0.290903$ 0.290903$ 0.012883 1.288301% PUBLIC SAFETY SPECIAL PARCEL TAXCPI - MARCH BASE INCREASE FROM INCEPTION % CPI % Increase from Maximum Tax Rate Proposed Tax Rate Increase from Previous Year %A B (A/B)-1 Previous Year 0.03*(CPI/Base CPI)2022 306.679 239.995 0.277856 27.79% 8.502094% 0.038336$ 0.036833$ 0.042500 4.250000%2021 282.648 239.995 0.177725 17.77% 2.190615% 0.035332$ 0.035332$ 0.021906 2.190615%2020 276.589 239.995 0.152478 15.25% 1.945369% 0.034574$ 0.034574$ 0.019454 1.945369%2019 271.311 239.995 0.130486 13.05% 2.707849% 0.033915$ 0.033915$ 0.027078 2.707849%2018 264.158 239.995 0.100681 10.07% 3.784697% 0.033020$ 0.033020$ 0.037847 3.784697%2017 254.525 239.995 0.060543 6.05% 2.683632% 0.031816$ 0.031816$ 0.026836 2.683632%2016 247.873 239.995 0.032826 3.28% 1.696494% 0.030985$ 0.030985$ 0.016965 1.696494%2015 243.738 239.995 0.015596 1.56% 0.514246% 0.030468$ 0.030468$ 0.005142 0.514246%2014 242.491 239.995 0.010400 1.04% 1.040022% 0.030312$ 0.030312$ 0.010400 1.040022%2013 239.995 239.995 0.000000 0.00% 0.000000% 0.030000$ 0.030000$ 0.000000 0.000000%
City Council Agenda Item Report
Submitted by: Adriana Ramos
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Blanket Purchase Order with The Home Depot
Recommendation:
A. Find that the best interests of the City are served by a direct award of a blanket
Purchase Order to The Home Depot, without a competitive selection process pursuant to
Section 3.32.110 (B)(2) of the Vernon Municipal Code (VMC); and
B. Approve the issuance of a blanket Purchase Order with The Home Depot in an amount
not-to-exceed $179,250 to procure supplies for the Public Works Department and
Vernon Public Utilities for operational needs and special projects for Fiscal Year (FY)
2022-2023.
Background:
The Public Works Department (Public Works) and Vernon Public Utilities (VPU) purchase
various supplies to meet City operational needs. Typically, both departments make such
purchases from The Home Depot (Home Depot) and each fiscal year blanket Purchase
Orders are established to facilitate necessary purchases. Staff is requesting that the City
Council find that the best interests of the City are served by a direct award of a blanket
Purchase Order to Home Depot, as this vendor is the nearest to the city with the inventory and
breadth of products and equipment desired by the City. Other vendors in the area do not offer
the variety or quantity of products available through Home Depot, thus utilizing an alternative
vendor for select products would result in additional trips and time incurred by City staff in
locating/purchasing necessary supplies. Although there may be vendors with comparable
pricing, inventory and variety located further from the city, it would be time consuming and
inefficient for staff to procure supplies from those vendors, as much time would be lost in
transit.
During FY 2021-2022, Public Works initiated several special projects requiring increased
spending on supplies. Specifically, Public Works’ special projects included street island
improvements, City Hall beautification, and the remodel of two City-owned residential
properties. These projects are all still ongoing. Staff anticipates a need for increased spending
to continue in FY 2022-2023, as Public Works is making a conscious effort to utilize staff on
special projects and reduce spending on outside contractors whenever possible. The remodel
of the City-owned residential property located at 3361 Fruitland Avenue was managed by the
Facilities Division, and while this resulted in overall cost-savings to the City, it also required
increased spending at Home Depot to procure the materials needed.
To ensure that both Public Works and VPU staff are able to procure materials and supplies
necessary for their operational needs and special projects for FY 2022-2023, staff is
requesting the approval of a blanket Purchase Order in an amount not to exceed $179,250.
Pursuant to Vernon Municipal Code Section 3.32.030(A), City Council approval is required as
the total value of the Purchase Order requested exceeds $100,000.00.
Fiscal Impact:
Sufficient funds for the cost of supplies are included in the FY 2022-2023 Budget in the
Supplies Account of the Public Works Department and VPU.
Attachments:
None.
City Council Agenda Item Report
Submitted by: Adriana Ramos
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Amendment No. 2 to the Services Agreement with Jacobs Engineering Group, Inc. for
Environmental Compliance Support Services
Recommendation:
Approve and authorize the City Administrator to execute Amendment No. 2 to the Services
Agreement with Jacobs Engineering Group, Inc., in substantially the same form as submitted,
for as-needed environmental compliance support services, increasing the contract by
$371,834 and bringing the contract total not-to-exceed amount to $1,116,656.
Background:
On June 16, 2020, City Council approved a services agreement with Jacobs Engineering
Group, Inc. (Jacobs), Contract LP-0543, to provide environmental support services that
address air quality, potable and recycled water, industrial wastewater, hazardous materials,
and greenhouse gas in relation to Vernon Public Utilities (VPU) Operations in the amount of
$339,913 for a term of three years. Following City Council’s approval of a Purchase and Sale
Agreement on November 16, 2021, for the re-purchase of the Malburg Generating Station
(MGS), VPU required additional environmental compliance support. The additional support
included the transfer of permits and governmental approvals, as well as the transition of
environmental compliance operations and management of ongoing compliance. Accordingly,
on December 15, 2021, City Council approved Amendment No. 1 to the Services Agreement
with Jacobs in the amount of $404,909.
Since the transfer of compliance operations, Jacobs has supported VPU staff with
environmental compliance activities for both MGS and Station A facilities, including evaluating
the site’s exact environmental compliance needs, maintaining ongoing compliance, and
addressing various issues. At the time of the re-purchase, there were limited opportunities to
transfer knowledge of the site’s existing environmental compliance program because Bicent
(California) Malburg LLC employees who served in environmental compliance roles did not
transition with the re-purchase. Throughout the transition, issues were discovered during daily
operations, compliance reporting, and through on-site inspections by the Department of
Industrial Relations (DIR), South Coast Air Quality Management District (SCAQMD), and the
City of Vernon Health Department.
VPU is now returning to City Council for approval of Amendment No. 2 after Jacobs’
evaluation over the past four months has uncovered additional compliance related matters that
require attention. Jacobs has amassed a more complete understanding of all ongoing VPU
operational environmental compliance needs and the routine (e.g., daily, monthly, quarterly,
etc.) reporting requirements. Therefore, the new proposal from Jacobs is based on the recent
work experience and knowledge of upcoming compliance reporting and is proposed as a time-
and-materials contract. VPU will need to utilize Jacobs’ services more extensively than initially
planned due to the issues discovered post-transfer of MGS. The attached proposal from
Jacobs presents a brief discussion of Jacobs’ proposed task changes on Air Quality,
Greenhouse Gas, MGS Compliance that includes deliverables and budget, and Project
Management.
Air Quality
Jacobs has been supporting VPU’s Station A with air quality compliance. SCAQMD has been
in the process of transitioning out of a market-based emission reduction program – Regional
Clean Air Incentives Market (RECLAIM) to a command-and-control rule-based emission
reduction approach. Jacobs has supported VPU in preparing a formal comment letter to
SCAQMD to allow the City’s H. Gonzales Generation Units to operate for as long as
reasonably feasible. As a result, SCAQMD was amenable to integrating an exception in the
proposed amended Rule 1135 for backup generating units and low-usage units, such as the
H. Gonzales Generation Units. Still, there are areas in development and uncertainty, and
Jacobs will work with VPU to develop a strategy for complying with Rule 1135 and facilitating
the site’s future transition out of the RECLAIM program.
Greenhouse Gas
In addition, Jacobs has supported VPU’s Station A with Greenhouse Gas (GHG) reporting and
compliance. There has been a significant amount of regulatory change in the areas of Air
Quality and GHG. The California Air Resources Board (CARB) has been revising its
Regulation for Reducing GHG Emissions from Gas-Insulated Equipment (GIE). Specific to
VPU, staff is preparing for the eventual transition out of equipment using Sulfur Hexafluoride
(SF6) as an insulating agent. Jacobs is currently updating the VPU GIE emissions inventory
process.
MGS Compliance
Jacobs identified three key areas of support under the MGS Compliance task: 1) Compliance
Reporting & Plan Maintenance; 2) Daily Technical On-Call Support; and 3) Periodic Onsite
Support. Jacobs will provide support in each key area. The goal is to provide adequate
information to facilitate knowledge retention for future staff development and training.
Project Management
Finally, the original scope of work assumed project management of the tasks associated with
ongoing compliance support for VPU’s Station A only. With the incorporation of MGS, monthly
costs have increased based on the volume of activities conducted by Jacobs to support.
Therefore, VPU is requesting to further amend the agreement with Jacobs (Contract LP-0543)
to revise the scope of work to the areas of Air Quality, Greenhouse Gas, Project Management,
and MGS Compliance to include the added costs.
Jacobs’ contract is set to expire on June 30, 2023 and, due to the revised scope of work noted
above, it is anticipated that the contract will be depleted 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 Fiscal Year (FY) 2021-22, approval of the proposed Amendment No. 2 to
the Services Agreement with Jacobs would allocate additional funds to the contract through
the remainder of the term. Amendment No. 2 with Jacobs would add $371,834 to the Services
Agreement for a grand total no-to-exceed amount of $1,116,656.
Amendment No. 2 has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact:
Sufficient funds for Environmental Compliance Support Services are available in Vernon
Public Utilities Electric Fund Administrative Division Professional Services Other Account No.
055.9000.596200 and the Malburg Generating Station Division Professional Services Other
Account No. 055.9190.500230.
Attachments:
1. Amendment No. 2 - Jacobs Engineering Group, Inc.
AMENDMENT NO. 2 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF
VERNON AND JACOBS ENGINEERING GROUP INC. FOR ENVIRONMENTAL
COMPLIANCE SUPPORT SERVICES
This Amendment (Amendment No. 2) to that certain Agreement for environmental
compliance support services dated July 1, 2020, (Agreement), is made as of June 21, 2022, by
and between the City of Vernon, a California charter city and municipal corporation (City), and
Jacobs Engineering Group Inc. (Contractor), a Delaware corporation.
WHEREAS, the City and Contractor are parties to a written Agreement dated July 1,
2020, under which Contractor provides environmental compliance support services to Vernon
Public Utilities; and
WHEREAS, the City and Contractor desire to amend the Agreement to amend the scope
of work as described in the proposal by Contractor dated May 17, 2022, attached hereto as
Exhibit A, for an additional total amount not to exceed $371,834.
NOW, THEREFORE, the parties to this Amendment No. 2 agree as follows:
1.Effective as of June 21, 2022, the scope of work is hereby amended as described
in the proposal by Contractor attached hereto as Exhibit A.
2.Effective as of June 21, 2022, the total compensation amount for the period of
July 1, 2020 through June 30, 2023, shall not exceed One Million, One Hundred and Sixteen
Thousand, Six Hundred and Fifty-Six Dollars ($1,116,656).
3.Except as expressly modified by this Amendment No. 2, all provisions of the
Agreement shall remain in full force and effect.
4.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, with the exception of
joint representation and/or conflict waiver agreements related to matters handled by Associate
Counsel.
5.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]
Jacobs Engineering Group Inc.
Amendment No. 2
Page 2 of 2
CITY OF VERNON, a California charter city
and municipal corporation
By: _____________________________
Carlos Fandino, City Administrator
Jacobs Engineering Group Inc., a Delaware
corporation
By:
Name:
Title:
ATTEST:
__________________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
__________________________________
Zaynah N. Moussa,
Interim City Attorney
1737 N First Street
Suite 300
San Jose, CA 95112
702.354.2648 www.jacobs.com
May 17, 2022
Lisa Umeda
Utilities Compliance Administrator | Safety & Regulations
Vernon Public Utilities
4305 Santa Fe Avenue
Vernon, CA 90058
Subject: Proposal for a Second Amendment to the Services Agreement Between the City of Vernon and
Jacobs Engineering Group Inc. for Environmental Compliance Support Services
Dear Ms. Umeda:
Jacobs Engineering Group Inc. (Jacobs) is pleased to present this proposal to further amend the existing
Services Agreement Between the City of Vernon and Jacobs for Environmental Compliance Support
Services (Contract No. LP-0543). This second amendment increases funding for several existing tasks to:
Recover funding previously spent on authorized items not strictly related to the preparation of a
compliance document, thereby freeing up funding to provide continued compliance support underexisting tasks,
Provide new services under existing tasks, and
Continue our previously expanded scope.
Below is a brief outline of the amended scope of services and associated level of effort to support these compliance activities.
Scope of Services
This proposal is for Jacobs to continue providing Environmental Compliance Support to the City of Vernon,
Public Utilities Department (VPU) for Station A and Malburg Generating Station (MGS) operations through
June 2023. Jacobs has supported VPU with both of these sites for the past four months and now has a
more complete understanding of what their ongoing environmental compliance needs are on a routine
(e.g., daily, monthly, quarterly, etc.) basis. Therefore, this proposal is based on our recent work experience
and knowledge of upcoming compliance reporting and is proposed as a time-and-materials contract with
a not-to-exceed value. The scope addresses proposed changes to the following tasks:
Task A: Air Quality
Task E: Greenhouse Gas
Task F: Project Management
Task H: MGS Compliance
Note that there are no changes proposed to the following tasks, as they have either been completed or
have sufficient remaining funding to complete identified deliverables. As such, these tasks are not
described in any further detail within this scope of services:
Task B: Potable and Recycled Water
Task C: Industrial Wastewater
Task D: Hazardous Materials
Task G: Transition Support
Exhibit - A
Lisa Umeda Page 2 of 9
Task A: Air Quality
Jacobs has been supporting VPU’s Station A with air quality compliance and will continue to do so under
this task. Additional funding is needed under this task for the following activities:
Prepare a Title V Permit Modification Application to reconcile Station A’s current Title V Permit with the
requirements of recently amended South Coast Air Quality Management District (SCAQMD) Rule 1135.
As part of this effort, Jacobs will work with VPU to develop a strategy for complying with Rule 1135, facilitating the site’s future transition out of the Regional Clean Air Incentives Market (RECLAIM)
Program, and increasing allowable turbine operations, if feasible.
Remotely support up to one (1) SCAQMD inspection, expected to occur between July 1, 2022 and June
30, 2023. As part of this effort, Jacobs may prepare a Records Request Response Matrix and create records demonstrating compliance with the daily emission limits of Title V Permit Condition No. A63.1.
Jacobs is also requesting funding associated with past on-call support and previously unanticipated regulatory initiatives, including but not limited to preparing a formal comment letter in response to
SCAQMD’s Proposed Amended Rule 1135; facilitating the transfer of environmental permits from Bicent
(California) Malburg LLC to the City of Vernon following the City’s purchase of MGS in December 2021;
and supporting past SCAQMD inspections.1 Each of these activities were considered time critical and
authorized by VPU as above and beyond the initially planned level of effort. The additional funding
requested for this task will accommodate continuation of the originally planned air quality compliance
activities as well as the additional activities described above.
Assumptions
Up to 206 additional hours will be needed to facilitate the expanded scope described above, based on
the following breakdown of activities:
- Up to 96 hours to support additional and remaining air quality compliance activities, including
preparation of the Title V Permit Modification Application and Rule 1135 strategy.
- 110 hours associated with already completed, expanded compliance tasks.
Only one (1) SCAQMD inspection will occur between July 1, 2022 and June 30, 2023.
Support to review data and respond to SCAQMD inspection follow-up requests will be limited to 32
hours.
Up to two (2) Jacobs staff will participate in up to two (2) 1-hour conference calls with VPU personnel
and/or SCAQMD staff to discuss the strategy for complying with Rule 1135.
VPU will move forward with modifying Station A’s Title V Permit to reconcile permit conditions with the
requirements of SCAQMD Rule 1135.
All work will be completed virtually; no site visits will be required to support the amended scope.
Deliverables
One (1) Title V Permit Modification Application (Draft and Final, provided electronically).
One (1) Records Request Response Matrix (Draft and Final, provided electronically).
Continued delivery of already-planned deliverables associated with our original scope of work.
Task E: Greenhouse Gas
Jacobs has been supporting VPU’s Station A with greenhouse gas (GHG) emissions reporting and
compliance and will continue to do so under this task. Due to recent changes to the California Air Resources Board’s (CARB) Regulation for Reducing GHG Emissions from Gas-Insulated Equipment (GIE),
additional funding is needed to update the facility’s Gas-Insulated Switchgear (GIS) GHG emissions
inventory template and data tracking tools, as well as to allow for more detailed review of how the new
amendments affect the facility’s operations and are implemented in the inventory.
1 Refer to historical monthly status reports for a full listing of previously delivered work products not specifically associated with a
routine compliance report.
Lisa Umeda Page 3 of 9
Assumptions
Up to 16 additional hours will be needed to facilitate the expanded scope described above.
Deliverables
Continued delivery of already-planned deliverables associated with our original scope of work,
modified to incorporate changes identified through this amended scope of work.
Task F: Project Management
The original budget for this task assumed management of the tasks associated with ongoing compliance
support for VPU’s Station A only. With incorporation of MGS in December 2021, monthly effort associated
with project management increased based on the volume of activities conducted by Jacobs and the need
for more frequent team and client coordination, financial statusing, and change management. Additional
funding is needed to accurately capture this increased monthly effort for the remainder of the contract.
Assumptions
Up to 12 hours per month for project management, accounting, and delivery support for the remainder
of this contract, including increased team coordination and client communication.
Deliverables
Continued delivery of already-planned deliverables associated with our original scope of work.
Task H: MGS Compliance
Jacobs has been supporting VPU’s MGS with environmental compliance and will continue to do so under
this task. Supporting MGS was initially added to Jacobs’ scope of services in December 2021, following the
City’s purchase of the facility. At that time, only limited information was available regarding the status of
the site’s existing environmental compliance program, including environmental procedures, reporting
templates, compliance plans, and configuration of the site’s Data Acquisition Handling System (DAHS).
Jacobs has identified many compliance items as outdated, inconsistent with regulatory requirements,
and/or non-existent, with the opportunity for only limited knowledge transfer of existing processes. For
these reasons, the rapid transition from the previous consultant (Heorot Power) to Jacobs required more
initial and ongoing effort than was included in the previous contract amendment.
During the past few months, Jacobs has worked diligently to support VPU with the following:
File for new permits under the City’s ownership, which required more effort than initially anticipated
because limited background information was available for repurposing and some transfers required
multiple iterations.
Update the site’s compliance plans to reflect the City’s ownership and newly issued permits; these
updates required more effort than initially anticipated because many of the existing compliance plans
did not meet regulatory requirements or reflect the site’s actual operational practices, thereby
requiring significant updates prior to permit filing.
Transition of data accessibility and reporting via the site’s DAHS, including updating DAHS
configuration for preparation of data for regulatory reports. This task required more effort than initially anticipated because the previous contract amendment was based upon an understanding that the
DAHS was properly configured, written procedures existed to guide workflows, and personnel would be able to facilitate the ongoing transition. To address the DAHS knowledge gaps, some of the funding
spent to date under this task has been used to develop written procedures on how to query data, run
reports, edit data, and assess the need for agency notification, which can be used to facilitate any future
transitions between Jacobs and VPU personnel.
Establish reporting templates and procedures, which required more effort than initially anticipated
because the previous contract amendment was based upon an understanding that compliance
reporting and evaluation templates and work practices existed. To address the documentation gap,
Lisa Umeda Page 4 of 9
some of the funding spent to date under this task has been used to develop and/or significantly update these documents to improve their effectiveness.
Submit required compliance reports.
Provide on-call assistance to VPU personnel on several compliance matters, including DAHS
troubleshooting, hazardous waste manifests, responding to audit findings, researching the resale of the site’s spent Selective Catalytic Reduction (SCR) catalyst, and others, as documented within our recent
monthly status reports.
Jacobs understands that there are many unknowns during a transition and has done its best to
communicate and document where initial assumptions were deemed incorrect, thus requiring more
ongoing effort than initially planned. To bound these unknowns with refined assumptions regarding
Jacobs’ continued level of engagement, while still providing VPU with flexibility to meet its compliance
needs through the end of the contract period, Jacobs has identified the following three key areas of
support:
Compliance Reporting & Plan Maintenance
Daily Technical On-Call Support
Periodic Onsite Support
Support to be provided under each of these key areas is described in more detail below. VPU can authorize
additional funding under this second amendment based on which areas of support are best aligned with
its current needs.
Compliance Reporting & Plan Maintenance
Jacobs will continue to support VPU with monthly, quarterly, semi-annual, and annual reporting to the
environmental agencies that regulate MGS’ operations. These reports include the following:
On a monthly basis:
- Nitrogen Oxides (NOx) Emissions Reports for Major Sources will be submitted to the SCAQMD via
the Remote Terminal Unit (RTU)
On a quarterly basis:
- Quarterly Compliance Reports (QCRs) will be submitted to the California Energy Commission
(CEC)
- Quarterly Certification of Emission Reports (QCERs) will be submitted to the SCAQMD
- Quarterly Emissions Data Reports (EDRs) will be submitted to the U.S. Environmental Protection
Agency (EPA) via the Emissions Collection and Monitoring Plan System (ECMPS)
On a semi-annual basis:
- Semi-Annual Monitoring (SAM) Reports will be submitted to the SCAQMD
- Semi-Annual Self-Monitoring Reports (SMRs) will be submitted to the Los Angeles County
Sanitation Districts (LACSD)
On an annual basis:
- Annual Compliance Reports (ACRs) will be submitted to the CEC
- Annual GHG emissions inventories will be submitted to the EPA and CARB via the Electronic Greenhouse Gas Reporting Tool (e-GGRT) and California Electronic Greenhouse Gas Reporting
Tool (Cal e-GGRT), respectively
- Annual Permit Emissions Program (APEP) Reports will be submitted to the SCAQMD
- Annual Emissions Reports (AERs) will be submitted to the SCAQMD via the Electronic Reporting
System (ERS) Website
- Annual Compliance Certification (ACC) Reports will be submitted to the SCAQMD and EPA
- Annual Stormwater Reports will be submitted to the Regional Water Quality Control Board
(RWQCB)
- Annual Industrial Wastewater Surcharge Statements will be submitted to the LACSD
- Updated Hazardous Materials Business Plans (HMBPs) will be submitted to the Certified Unified Program Agency (CUPA)
Lisa Umeda Page 5 of 9
It is assumed that Jacobs will be responsible for preparing technical reports and associated documentation, but that VPU will be responsible for submitting the reports and providing access to all
online reporting systems, as required. It is also assumed that all data will be provided by the site. Jacobs will review the data for quality but will defer all data issues back to the site for resolution.2
Jacobs will also prepare a compliance calendar that clearly identifies the following for each recurring compliance report:
Report name, deadline, reviewing agency, and submittal method
Data required to complete the report, including the person responsible for providing the data
Jacobs team members responsible for preparing and internally reviewing the report
VPU team members responsible for reviewing and approving the report
In addition to the recurring compliance activities listed above, Jacobs also proposes to finalize updates to
the site’s existing compliance plans and help maintain those plans moving forward. It is assumed that
future revisions to these plans will be minimal, triggered only by changes in the site’s operating
procedures or in response to agency audit or inspection findings, and that only one revision of each plan
will be required before June 30, 2023. The plans to be addressed by Jacobs are as follows:
Continuous Emissions Monitoring System (CEMS) Quality Assurance/Quality Check (QA/QC) Plan
GHG Monitoring Plan
Risk Management Plan (RMP)
Spill Prevention Control and Countermeasures (SPCC) Plan
Stormwater Pollution Prevention Plan (SWPPP)
Daily Technical On-Call Support
Jacobs will continue to provide ongoing, daily support to MGS’ Control Room Operators on an as-needed
basis. These efforts include reviewing the site’s daily operation and calibration reports; reviewing, verifying,
and correcting daily emission submittals to the SCAQMD; confirming emission limits are not exceeded
during normal operations and startup/shutdown events; providing emergency compliance guidance and
follow-up reporting in the event of a breakdown or excess emissions event; updating gas chromatograph
values within the DAHS; querying data needed for compliance reporting; and troubleshooting DAHS
issues. If required, Jacobs will also enact data substitution for periods of invalid data following the site’s
data replacement procedures, as consistent with applicable SCAQMD and EPA regulations.
Although effort associated with daily support was extensive during the initial transition, continued daily
support is expected to require less effort as Jacobs staff are now more familiar with the site’s DAHS, newly
issued permits have been reviewed and implemented, and onsite staff are more familiar with the environmental procedures affecting their day-to-day functions. Specifically, Jacobs assumes the following
effort to provide the daily support described above:
Up to 14 hours per week to conduct daily reviews, including up to 6 hours per week for non-routine on-
call support
Up to 32 hours total for DAHS and report troubleshooting support
Up to 44 hours total for querying data for compliance reports and updating the DAHS
Beyond the daily support described above, Jacobs expects the following topics to be of continued interest
to VPU, thereby requiring up to 40 hours total to provide continued, periodic multi-media compliance support not directly associated with a compliance report:
Air quality compliance, including research regarding CEMS analyzer improvements; identification of
additional testing that may be triggered by various maintenance activities; and review and update of
DAHS calculations for ammonia slip, carbon monoxide (CO), and others. It is assumed that changes to the CEMS will not require recertification; if changes do require recertification, a change order would be
required to provide funding for that task.
Hazardous waste and materials management, including responses to CUPA audit findings and
guidance regarding hazardous waste manifests, secondary storage, and inclusion in the site’s HMBP.
2 Note that Jacobs can be responsible for querying data if the Daily Technical On-Call Support Task is authorized.
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Stormwater management, including review and submittal of sampling results to the RWQCB and confirmed compliance with the state’s Industrial General Permit.
Industrial wastewater management, including review of sampling results and wastewater discharges and confirmed compliance with the site’s Industrial Wastewater Discharge Permit.
Periodic Onsite Support
Jacobs will provide in-person support to VPU with the following activities:
Source testing
SCAQMD inspections
GHG verification site visits
Level 1 Exceedance Response Action (ERA) evaluation
It is assumed that one (1) Relative Accuracy Test Audit (RATA) test and quarterly ammonia slip testing will
occur between July 1, 2022 and June 30, 2023.3 One (1) triannual source test event will also occur during
this period, to be conducted concurrent with the RATA and first quarterly ammonia slip test. Up to two (2)
Jacobs staff will participate in the first two (2) source test events; for the other two (2) source test events,
only one (1) Jacobs staff will participate in-person with up to 8 hours of remote support per event from
Jacobs’ senior consultant. The first source test event will require 6 full days onsite and 2 days of travel
to/from the site to accommodate preliminary testing and completion of the three (3) different tests
(RATA, ammonia slip, and triannual). The remaining three source test events will require 3 full days onsite
and 2 days of travel to/from the site. Up to 48 hours total will be spent reviewing and commenting on
source test protocols and reports.
It is assumed that two (2) SCAQMD inspections will occur prior to June 30, 2023.4 One (1) Jacobs staff will
participate in each of these 1-day inspections, traveling locally from southern California. Up to 64 hours
total will be required to prepare for the inspections and respond to SCAQMD inspection findings.
It is similarly assumed that two (2) GHG verification site visits will occur prior to June 30, 2023.5 One (1)
Jacobs staff will participate in each of these 1-day visits, traveling locally from southern California. Up to
24 hours total will be required to prepare for the verifications and respond to GHG verification findings.
It is assumed that one (1) Level 1 ERA evaluation will be required between July 1, 2022 and October 1,
2022, based on the facility’s stormwater samples exceeding an annual Numeric Action Level (NAL) during the 2021 – 2022 compliance year for one or more monitored parameters. This evaluation focuses on the
site’s Best Management Practices (BMPs), potential sources of the NAL exceedance, and what actions
should be taken to prevent future exceedances. One (1) Jacobs staff will facilitate the 1-day evaluation,
traveling locally from southern California. This staff will be a Qualified Industrial Storm Water Practitioner (QISP), as required by the RWQCB. Up to 18 hours will be required to prepare the Level 1 ERA Report for
submittal to the RWQCB following the evaluation.
Travel costs associated with all of the above onsite activities will be billed at cost, except for automobile
mileage, and may include airfare, overnight lodging, meals, and rental cars or ridesharing. Automobile mileage will be billed at $0.54 per mile or the established federal rate for that year.
Assumptions
Up to 1,967 additional hours will be needed to continue supporting MGS’ environmental compliance
activities through June 30, 2023, based on the following breakdown of activities, as described above:
- Up to 681 hours for compliance reporting, including up to 97 hours for plan maintenance
3 If the RATA test fails, a second RATA test will be required prior to June 30, 2023. Support for such a test can be provided within the current estimate if it is conducted concurrently with a quarterly ammonia slip test.
4 SCAQMD conducts inspections annually for RECLAIM facilities, with the compliance year running from July 1 through June 30.
5 Site visits are required at the start of each Cap-and-Trade compliance period and any time a new third-party verifier is engaged.
Since calendar year 2021 marked the start of a new Cap-and-Trade compliance period, a site visit is required in 2022. Since this is
MGS’ 6th year working with Trinity, a new third-party verifier will be contracted in 2023, thus requiring another site visit.
Lisa Umeda Page 7 of 9
- Up to 788 hours for daily technical on-call support, including up to 14 hours per week for daily reviews and non-routine on-call support and 40 hours total for multi-media compliance support.
- Up to 498 hours for periodic onsite support
Non-routine reporting and on-call technical support will be available during and after regular business
hours, with one (1) primary and two (2) back-up staff trained and available to respond to time sensitive issues. It is assumed that after-hours support will be sporadic and infrequent and that this type of non-
routine support will be limited to 6 hours per week.
Changes made to the site’s CEMS will not require recertification.
Preparation of a Title V Permit Modification Application for MGS is not included in this scope of work.
Jacobs will be responsible for the following:
- Confirming daily, monthly, and quarterly transmission of NOx emissions to the SCAQMD via the
RTU.
- Submitting quarterly emissions data to the SCAQMD via the ERS Website.
- Submitting quarterly EDRs to the EPA via ECMPS.
- Electronically submitting compliance reports to the CEC via e-mail and/or direct upload to the
docket.
- Electronically notifying the CEC and SCAQMD of upcoming source tests via e-mail, including
transmittal of source test protocols and source test reports.
- Preparing one consolidated set of review comments on each Source Test Protocol and Source Test
Report prepared by Montrose. It is assumed that up to two (2) protocols and six (6) reports will be
prepared per test event.
Up to four (4) test events will occur between July 1, 2022 and June 30, 2023. For the first two (2)
events, up to two (2) Jacobs staff will participate in-person. For the remaining two (2) events, only one
(1) Jacobs staff will participate in-person with up to 8 hours of remote support per event from a senior
technical consultant.
Up to two (2) SCAQMD inspections will occur prior to June 30, 2023, with in-person participation from
one (1) Jacobs staff.
Up to two (2) GHG verification site visits will occur prior to June 30, 2023, with in-person participation
from one (1) Jacobs staff.
A Level 1 ERA Report will be required by October 1, 2022, with a revised SWPPP due to the RWQCB by
January 1, 2023. This report must be prepared by a QISP, following a site evaluation conducted by one
(1) QISP-certified Jacobs staff.
Jacobs will not participate in compliance audits conducted by the CUPA but will provide up to 4 hours
of support responding to audit findings.
Jacobs will not perform the following activities:
- Sign hazardous waste manifests,
- Perform waste profiling, or
- Collect stormwater samples.
VPU will be responsible for the following:
- Certifying the AER for submittal to the SCAQMD via the ERS Website.
- Certifying the GHG emissions inventories for submittal to the EPA and CARB within e-GGRT and
Cal e-GGRT, respectively.
- Certifying submittals to the RWQCB within the Stormwater Multiple Application and Report
Tracking System (SMARTS).
- Certifying submittals to the CUPA within the California Environmental Reporting System (CERS).
- Submitting all hard copy reports to the appropriate agency, as instructed by Jacobs. Paying any
agency fees associated with permitting and compliance activities.
Deliverables
Twelve (12) NOx Emissions Reports for Major Sources submitted to the SCAQMD (Final, transmitted via
RTU).
Four (4) QCRs submitted to the CEC (Draft and Final, provided electronically)
Four (4) QCERs submitted to the SCAQMD (Draft and Final, provided electronically)
Four (4) Quarterly EDRs submitted to the EPA (Final, transmitted via ECMPS)
City Council Agenda Item Report
Submitted by: Mark Aumentado
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Construction Contract with General Pump Company, Inc. for On-Call Well and Booster Pump
Repairs
Recommendation:
A. Find that the proposed action is categorically exempt from California Environmental
Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301,
because the project consists of the maintenance, repair or minor alteration of existing
facilities and involves negligible or no expansion of an existing use;
B. Accept the bid from General Pump Company, Inc., as the lowest responsive and
responsible bidder; and
C. Approve and authorize the City Administrator to execute a Construction Contract with
General Pump Company, Inc., in substantially the same form as submitted, in an amount
not-to-exceed $1,200,000 for on-call pump repair services.
Background:
Vernon Public Utilities (VPU) owns and operates 9 water production wells, and 14 booster
pumps located at 3 booster plants. Annually, these facilities are used to provide approximately
7,000 acre-feet of water to customers. VPU is also able to source water from the Metropolitan
Water District through the Central Basin Municipal Water District (CBMWD). Over the last few
years, there has been a decrease in imported potable water purchases by investing in water
production and storage facilities. As a result of these efforts, imported potable water purchases
have steadily decreased to zero. Currently, VPU does not purchase any imported potable
water for supply, rather, minor amounts are purchased for maintenance purposes.
With many of the water production and storage facilities recently rehabilitated or repaired, it is
imperative that these facilities are regularly maintained and that minor failures or issues are
remedied promptly. By quickly resolving issues at these facilities, long disruptions of service
can be avoided, mitigating the need to purchase expensive imported water.
On May 3, 2022, a Request for Bids for On-Call Well and Booster Pump Repairs 2022-2025
(RFB) was issued. In accordance with Vernon Municipal Code (VMC) § 3.32.120, the Request
for Bids was published in a local newspaper, the Huntington Park Bulletin, and was posted on
the City’s Planet Bids website, where 349 vendors were notified. Additionally, staff sent the
RFB directly to five vendors.
Although several outreach efforts were made, only one bid was received on the May 24, 2022
bid deadline. General Pump Company, Inc. (General Pump) submitted a bid to include
itemized costs for a variety of typical repair services that may be encountered. Additionally, the
bid items include itemized costs for labor and equipment to be utilized for repairs that require
additional equipment and labor. Staff has thoroughly reviewed the bid from General Pump and
has determined it to be responsive and responsible, and that the vendor is well-suited to
provide the desired services. Accordingly, staff recommends that Council approve the
proposed construction contract with General Pump.
The proposed construction contract has been reviewed and approved as to form by the City
Attorney’s Office.
Fiscal Impact:
Funds for the On-Call Well and Booster Pump Repairs Contract with General Pump Company,
Inc. are budgeted in the Water Fund, Repairs and Maintenance Account No. 020.1084.590000
for Fiscal Year (FY) 2022-23 for $600,000 and will be budgeted accordingly for FY 2023-24
and FY 2024-25 during the annual City budget process.
Attachments:
1. Construction Contract with General Pump Company, Inc.
Page 1 of 116
CONSTRUCTION CONTRACT BETWEEN CITY AND CONTRACTOR
This Agreement is made and entered into at Vernon, California this 21st day of June, 2022, by and between
the CITY OF VERNON, a chartered municipal corporation (hereinafter "City") and General Pump Company, Inc., a
California corporation (hereinafter "Contractor"), for On-Call Well and Booster Pump Repairs 2022-2025, Contract No.
LP-0688.
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 A1 – Performance Bond
E. Exhibit A2 – Payment Bond
F. Exhibit A3 – Maintenance Bond
G. Exhibit A4 – Insurance Requirements
H. Exhibit A5 – Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit
I. Exhibit A6 – Statement of Intent to Comply with Minimum Requirements of the California Covid-19
Industry Guidance: Construction
J. Exhibit B – Special Provisions Specific for this Project
K. Exhibit C – Equal Employment Opportunity Practices Provisions
L. Notice Inviting Bids
M. Instructions to Bidders
N. Bid Forms
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O. Designation of Subcontractors
2. REFERENCE DOCUMENTS
The following Reference Documents are not considered Contract Documents and were provided to the Contractor for
informational purposes. Contractor may rely upon the technical data contained in such documents but not upon non-
technical data, interpretations, opinions or provisional statements contained therein:
3. 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;
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:
On-Call Well and Booster Pump Repairs 2022-2025 Contract No. LP-0688 4. TIME FOR PERFORMANCE
Contract Time. Contractor shall achieve Substantial Completion of the Work within 1,095 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 five hundred
dollars ($500.00) per day for each calendar day occurring after the expiration of the Contract Time for Substantial
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Completion until Contractor achieves Substantial Completion of the entire Work, as required by Article 3 of the General
Conditions of Contract.
Contractor Initial here: _________.
5. 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 not to exceed amount of one million, two hundred thousand
dollars and no cents ($1,200,000.00), payable as set forth in the General Conditions (“Contract Sum”).
6. PERMIT FEE REIMBURSEMENT
In accordance with Paragraph 1.03 of the General Conditions, the City shall reimburse Contractor for
the documented actual direct cost of Permit Fees, without Allowable Mark-up, in addition to payment of the Contract
Sum.)
IN WITNESS WHEREOF, the parties have caused this Contract to be executed the date and year first
above written.
Executed at ___________________, California.
General Pump Company, Inc.:
By: _______________________________________ An Authorized Signatory Printed Name: ______________________________ Title: ______________________________________ Date: ______________________________________ General Pump Company, Inc.:
By: _______________________________________ An Authorized Signatory Printed Name: ______________________________ Title: ______________________________________ Date: ______________________________________
Contractor’s Corporate Seal
Page 4 of 116
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
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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.
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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.
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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 General Manager of Public Utilities 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. Governmental Approvals and Utility Fees as required by any agency to be paid by the City of Vernon.
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, trees and landscaping, and for any damage that may result from his/her use of City property.
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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:
General Pump Company, Inc.
159 N. Acacia Street
San Dimas, CA 91773
Attention: Daniel Pichardo, Project Engineer
Phone: (909) 599-9606
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
Vernon Public Utilities
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Aumentado, P.E.
Phone: (323) 583-8811 ext. 309
E-mail: maumentado@cityofvernon.org
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 A5). 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 ……………………………………………………… (323) 262-2111
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:
Mark Aumentado …………………………………………………………….… (323) 583-8811 ext. 309
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
(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 one thousand ninety-five (1,095) 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 five hundred dollars ($500.00) 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. If the Net Cost of Extra Work is less than or equal to $25,000, the Allowable Mark-Up shall be computed as follows:
(a) For Extra Work performed directly by the Contractor’s forces, the added cost for all expenses of overhead, profit, bond and insurance (“Allowable Mark-Up”) shall not exceed fifteen percent (15%) of the net cost of the Extra Work.
(b) For Extra Work performed by a Subcontractor, the added cost of combined expenses,
Allowable Mark-Up for Contractor and all Subcontractor(s) shall not exceed twenty (20%) of the net cost of all Subcontractor(s)’s Extra Work.
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2. If the net cost of Extra Work is greater than $25,000 and less than or equal to $100,000, the Allowable Mark-up shall be computed as follows:
(a) For Extra Work performed directly by the Contractor’s forces the added cost for Allowable Mark-Up shall not exceed twelve (12%) of the net cost of the Extra Work.
(b) For Extra Work performed by a Subcontractor, the added cost of combined expenses for Allowable Mark-Up for Contractor and all Subcontractor(s) shall not exceed seventeen (17%) of the net cost of all Subcontractor(s)’s Extra Work.
3. If the net cost of Extra Work is greater than $100,000, the Allowable Mark-up shall be computed as follows:
(a) For Extra Work performed directly by the Contractor’s forces the added cost for Allowable Mark-Up shall not exceed ten percent (10%) of the net cost of the Extra Work.
(b) For Extra Work performed by a Subcontractor, the added cost of combined expenses for Allowable Mark-Up for Contractor and all Subcontractor(s) shall not exceed fifteen (15%) of the net cost of all Subcontractor(s)’s Extra Work.
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
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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
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. B. Conditions to Final Payment
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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 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
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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 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:
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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.
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;
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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);
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
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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.
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
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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 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 A4 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 A4 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 "A1" 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 "A2" 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 "A3" 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.
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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]
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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.
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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 A1 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
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Documents except that Surety’s total obligation, as described here, will not exceed the Bonded Sum. 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 A1, Performance Bond, Begin on Next Page].
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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 DUPLICATE.
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: Abraham Alemu, General Manager of Public Utilities Zaynah N. Moussa, Interim City Attorney
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 A2 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 A2, Payment Bond, Begin on Next Page].
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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 DUPLICATE.
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: Abraham Alemu, General Manager of Public Utilities 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 A3 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.
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1. When City declares that Principal is in default under the Contract, or Contract Documents, or both, Surety shall promptly 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 A3, 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 DUPLICATE.
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: Abraham Alemu, General Manager of Public Utilities 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 A4
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.
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 A5 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 [Insert 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 Utilities 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
ON-CALL WELL AND BOOSTER PUMP REPAIRS
GENERAL
B-1.01 Scope of Work – The Contractor shall furnish labor, materials, equipment, services, specialized skills,
and supervision to perform the well or booster pump repair at various locations throughout the City of Vernon
as requested by the City. Two (2) Contractors may be selected for this Contract, a Primary and Secondary Contractor. The Contractor shall perform such work in a thorough and professional manner.
Work will be performed in accordance with this Specification on an as-needed basis.
The Contractor shall provide as-needed on-call services and repairs of City owned well and booster pumps, as further described in the special provisions, and other related equipment by truly trained and qualified
personnel.
The Contractor shall secure the well or booster pump site at all times throughout the duration of the individual
work item. The Contractor is also responsible for the proper discharge of water into the appropriate drainage
system in a manner that complies with NPDES regulations and permits.
The Contractor shall respond to individual calls for service within one working day. The work will then be
scheduled by mutual agreement and shall be completed within the time agreed upon for each specific item of work. If, for any reason, the primary Contractor fails to respond to the City and/or cannot complete
the individual work item in a timely manner, as determined by the City on a case-by-case basis, the
City may contact the secondary Contractor and negotiate the work in accordance with the needs of
the City. Multiple failures to promptly respond to or complete the work in a timely manner may give cause
for early termination of the agreement.
If so provided, the work shall be performed in accordance with the plans, drawings or instructions provided by the City for each project or work assignment. All work shall be quality work, performed according to industry standards; “Greenbook” Standard Specifications for Public Works Construction (current edition); The Standard Plans for Public Works Construction (current edition); State of California, Department of Transportation Standard Plans and Standard Specifications (current edition); the California State Water Resources Control Board (SWRCB), the American Water Works Association (AWWA) Standards, the National Electrical Manufacturers Association (NEMA) Standards, the City of Vernon Standard Plans, and to the complete satisfaction of the City. All parts used for repair and in reassembly of equipment shall be the manufacturer’s authorized parts or specifically approved by the City prior to installation. B-1.02 Contract Plans – The water system schematic diagram for City of Vernon is shown on Attachment
“A”. General information and brief description for each of the active wells and three booster plants for this
project are shown on Attachment “B”.
B-1.03 Specifications – The Work for this project shall be done in accordance with “GREENBOOK”
STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION (current Edition), State of
California Department of Transportation (Caltrans) Standard Plans (current Edition) and the State of
California Department of Transportation (Caltrans) Standard Specifications (current Edition), the California State Water Resources Control Board (SWRCB), the American Water Works Association (AWWA)
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Standards, the National Electrical Manufacturers Association (NEMA) Standards, and the City of Vernon
Standard Plans.
The Standard Specifications for Public Works Construction (current Edition) shall be referred to hereafter as
the “Standard Specifications”. The Caltrans Standard Plans (current Edition) shall be referred to hereafter as
the “Standard Plans”. The California Manual on Uniform Traffic Control Devices (current Edition) shall be
referred hereafter as the “CA MUTCD”.
B-1.04 Length of Contract – The term of the contract to be awarded pursuant to this solicitation for bids will
cover three (3) fiscal year, commencing on or about July 1, 2022 and expiring on the last day of June 2025
(The “Expiration Date”)
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 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
Representative, whether a cause is determined or not shall be repaired or replaced by the Contractor at his
expense.
B-l.07 Liquidated Damages – As stated in Section 3.07 in Exhibit A – General Conditions, the Contractor
shall pay the sum of $500 for each day with respect to Contractor’s failure to achieve Substantial Completion of the Work within the Contract Time.
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 Baseline Project Schedule for the as-needed
Work assignment to the City Representative prior to the commencement of any work. This Baseline Project
Schedule must be reviewed and approved by the City Representative before the Contractor will be permitted
to begin work. The Contractor shall give 48 hours’ notice to the City Representative prior to the start of the work.
B-2.02 Working Days – All scheduled Work assignments shall occur Monday thru Thursday between the
hours of 7am-3:30pm, unless otherwise agreed upon with the City.
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.
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The Contractor shall comply with Section 7-10 of the Standard Specifications and provide safe and
continuous passage for pedestrian and vehicular traffic at all times, unless previously approved by the City
Engineer. 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 "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. In addition to the above, the Contractor shall be required to place trench plates over the excavated areas
to allow temporary access to businesses when necessary.
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. Except for emergency work, the Contractor shall submit detour plans to the City Engineer for approval at
least (10) ten calendar days prior to any proposed shutdowns where traffic flow has to be diverted. This will
not apply for emergency responses.
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. 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. The signs shall be effective for no more than
three (3) calendar days and shall be removed within 24 hours after the work is complete. 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
on Highways. Contractor’s costs for all the above signs shall be considered as included in the appropriate
items and no extra compensation will be paid.
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:
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a. Work by the Contractor: The following percentages shall be added to the Contractor's cost 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-5.01 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-6.01 Character of Workers – If any subcontractor or person employed by the Contractor shall appear to
the City Engineer to be incompetent, intemperate, troublesome, or acts in a disorderly or otherwise
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objectionable manner, he shall be immediately discharge from the project on the requisition of the City
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-7.01 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-7.02 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-7.03 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 nor 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 must be included in the various bid items, and no extra compensation will be paid to the Contractor.
B-7.04 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 $1000.00, which is inclusive of a $200 installation
fee. 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-7.05 Cleaning of Site During Construction – During construction, all existing improvements adjacent to the work area shall be swept free from soils, gravel, dirt or debris on a daily basis. The Contractor will be responsible for such cleaning.
B-7.06 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.
B-8.01 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.
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B-9.01 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.
WELL AND BOOSTER PUMP REPAIR
B-10.01 Notification- The City representative will contact the contractor regarding any as-needed repair. The
Contractor shall respond to individual calls for service within one working day. The work assignment will then
be scheduled by mutual agreement and be completed within the time agreed upon as outlined in the approved
Baseline Project Schedule for each specific item of work. If, for any reason, the primary Contractor fails to respond to the City and/or cannot complete the individual work item in a timely manner, as determined by the City on a case-by-case basis, the City will contact the secondary Contractor to perform the individual work item.
B-10.02 Pull and Inspect Equipment – The Contractor shall furnish all material, labor, equipment, and
supervision to pull and inspect the well or booster pump equipment. The Contractor shall disassemble
equipment into basic components, steam clean, digitally photograph, and prepare the components for
inspection by the City. Pulled equipment shall be stored and protected at the Contractor’s facility. The City or
any of its vendors/consultants shall be granted access to storage site as necessary. Mobilization,
demobilization and all other Contractor’s costs for the above-mentioned work shall be included in the most appropriate bid item and no extra compensation will be paid to the Contractor therefor.
B-10.03 Install and Perform Equipment Start Up – The Contractor shall furnish all material, labor, equipment,
and supervision to install and perform equipment startup of the well or booster pump equipment. The
Contractor shall re-assemble equipment. The Contractor shall prepare and submit a detailed summary to
include as-built CADD drawings of pump equipment, pump curve, shaft stretch and thrust bearing
calculations, and field labor to check rotation and test pump operation. Mobilization, demobilization and all
other Contractor’s costs for the abovementioned work shall be included in the most appropriate bid item and no extra compensation will be paid to the Contractor therefor.
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B-10.04 Additional Services – The Contractor shall furnish all material, labor, equipment, and supervision to
perform any additional service described below. All services shall be done in accordance with industry
standards. Care should be taken to ensure well components are not damaged by the operations. If not explicitly stated, the Contractor shall determine the level and extent of each operation and provide the City
with a detailed work plan. The City will review and approve the work plan prior to the start of the work.
Deposits removed from casing and screen maintenance operations shall be properly removed from the well.
The Contractor is responsible for the proper disposal of extracted water and removed deposits.
a. NPDES Compliance – The Contractor shall provide NPDES compliance as required for the
following: pH/TSS/C12 Test Equipment, flow meters. Service shall include two above ground storage tanks, 100' of piping and appurtenances for discharge of well water.
b. Side Scan Video Survey – The Contractor shall provide a video log survey of the selected well.
Work shall include two electronic copies of the survey and a color report with screen captures.
c. Locking device at Wellhead – The Contractor shall provide an appropriate locking device to
secure the well when pump equipment is uninstalled.
d. Temporary Test Pumping – The Contractor shall perform test pumping for a well and produce
the appropriate documents and reports.
e. Testing Engines - The Contractor shall provide the required testing engine(s) to perform
appropriate test pumps for the well.
f. Surging – The Contractor shall provide an appropriately sized surge block used to agitate the well water.
g. High Velocity Jetting – The Contractor shall provide an appropriately sized jetting tool.
Pressurized water is pumped through the tool and into the well screen or casing to remove
deposits.
h. Explosive Charges – The Contractor shall use the specified charge to create a percussive wave for removal of mineral incrustations.
i. CO2 Injection – The Contractor shall use down hole tools that suddenly release nitrogen or air
to create a percussive wave for removal of mineral incrustations.
j. Dual Swab Airlifting – The Contractor shall perform the well rehabilitation repair service in
accordance to industry standards. Well diameters range from 12” to 18”.
k. Wire Brush – The Contractor shall perform this pre-treatment to remove mineral deposits and
corrosion byproducts inside the well.
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l. Chemical or Acid Treatment – The Contractor shall use the appropriate blend of chemicals based
of the cause of the problem, well construction details, and type of formation to effectively remove
deposits, with adequate agitation and penetration into the surrounding formation.
Mobilization, demobilization and all other Contractor’s costs for the work shall be included in the most
appropriate bid item and no extra compensation will be paid to the Contractor therefor.
B-10.05 Extraordinary Work - The City may request additional work in relation to well and booster motor
pump repair not specifically listed on the Schedule of Bid Prices. This work shall be paid on a time and
material basis based on the rates provided on the Schedule of Bid Prices. Upon an extraordinary repair
service request, the Contractor shall provide the City with a detailed cost estimate which shall include
estimated labor and equipment hours. The Contractor must receive written authorization from the City Representative to begin any work assignments.
B-10.06- Method of Payment - Upon receipt of an itemized invoice within thirty (30) days of completion of the
work, City shall compensate Contractor for such as-needed repairs based on the bid items on the Schedule
of Bid Prices.
For extraordinary work, the City shall compensate the Contractor for such repairs as follows:
a. Materials- The City shall pay the Contractor for materials used in work assignments not explicitly mentioned
per the bid items on the Schedule of Bid Prices plus the percentage markup specified in this agreement NOT TO EXCEED 15%. All materials and parts shall be new or have the approval of the City representative
if otherwise. The City has the right to inspect the Contractor's records to verify any material costs used in
work assignments not explicitly mentioned.
b. Labor- After any work assignment is completed, the Contractor shall present with their invoice a record of
hours spent on the repair. City shall pay the Contractor based on the bid items on the Schedule of Bid Prices
for such hours of extraordinary repairs at the rates specified in this agreement. Said hourly rates shall be the
total cost to the City. Rates shall include all compensation for wages, profit, overhead, any fringe benefits such as employer payments to, or on behalf of workmen for health and welfare, insurance worker's
compensation, pension, vacation, sick leave or any local, State, Federal or union tax or assessment.
c. Equipment- The City shall pay Contractor for equipment used in extraordinary repairs on a per hour basis
as specified in this agreement. The listing of per hour equipment rates shall constitute total rates to be paid
by City when specified equipment is used. No additional payments of any kind shall be paid for equipment
except as specified in this agreement of per hour rates as stated. No additional compensation shall be paid
for transporting the equipment to or from the job site.
GENERAL MISCELLANEOUS
RECORDS
The contractor shall maintain a record of all service calls and work performed; records shall include dates,
hour of day and description of service work performed. A copy of such record shall be maintained at all times
and provided to the City Representative upon request.
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COMPENSATION FOR REPAIRS
The City will compensate Contractor at the agreed price per unit for “Pull and Inspect Equipment” and “Install and Perform Equipment Start Up”. Said compensation shall include all services rendered, labor, materials,
equipment, overhead and profit. Delays due to Contractor are subject to liquidated damages as specified in
the specifications (Section B-1.07).
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ATTACHMENT A
WATER SYSTEM SCHEMATIC DIAGRAM
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ATTACHMENT B
WELL AND BOOSTER PUMP INFORMATION CARDS
Booster Pump Service Card
B1-1Booster Name
4305 Santa Fe Ave.Booster Location
Vertical TurbinePump Type
NASize
Layne & Bowler (Goulds Pump)Make
Verti-Line 10R (12CMC)Model
D-16288Serial No.
G.E.Make
Tri-Clad (5K6257XH55A)Model
60 hpHP
800 (950)Rated GPM
10/17/2011 20025Repair Motor for Booster 1-1 at Pumping
Plant 1 - Motor sent to Liittlejohn for repair.
9/21/11 - Booster 1-1 was delivered to
Littlejohn for repairs.7/14/2010 19187At PP #1 Change out packing on Booster
1-1
All old packing was removed and replace by
new packing.6/24/2010 19098Repair motor as necessary - Booster Plant
#1 Booster #1
Littlejohn Reuland picked up motor on
6-7-10 for repairs. 6-23-10 L.R. returned our8/21/2007 17245Repair Booster Pump 1-1 motor at Pumping
Plant 1
Rewind, replace strip heater . New bearing,
machine work on the upper end housing,1-3-2007 16785Pump Check out to perform efficiency test
on Booster 1-1 at Pumping Plant 1
Tested.
8-23-2006 16371Repair Booster Pump 1-1, pump will be
removed and repaired by General Pump
Pump, shaft and column pipe was replaced
and motor rebuilt by General Pump Co. and
GCJ726504Serial No.
1770RPM
B364TP16Frame
460Volts
BDesign
GCode
KType
144 / 72Amps
CAT-629A219G1Upper Bearing
CAT-5903493P13Lower Bearing
3 Phase, 60 CyclePhase
1.20Shaft OD
Pump Information:Motor Information:
2.0Box ID
200 ftHead
34.00.347n / 118.13.899wLat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Lubricate booster motor lower bearing3/22/2017 Lubricate motor lower
Lubricate booster shaft bearing3/22/2017 Lubricate shaft bearing
Change oil in motor9/1/2016 OUT OF SERVICE
Lubricate booster motor lower bearing8/3/2016 OUT OF SERVICE
Lubricate booster shaft bearing8/3/2016 OUT OF SERVICE
Lubricate booster motor lower bearing2/3/2016 Booster motor lower was lube.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B1-2Booster Name
4305 Santa Fe Ave.Booster Location
Vertical TurbinePump Type
NASize
Layne & BowlerMake
Verti-Line 12RModel
D-16289Serial No.
G.E. Make
Tri-Clad (5K6267XH48A)Model
100HP
1,350Rated GPM
9/24/2016 22535Remove Booster Pump 1-2 at Pumping
Plant 1 for repair due to hole in column
Booster pump 1-2 remove due to holes on
the shaft. General pump show up with 23/4/2015 21665Remove and repair motor on Booster 1-2 at
Pumping Plant 1. Motor should be sent to
On 12/15/14 Reed Electric sent two guys
Mic and Ernie. Reed had a (Utility Truck)2/7/2012 20265Repair Booster 1-2 drain line as needed at
Pumping Plant 1
Cut out 5”x5” square out of booster #2 outer
shell to remove debris that was causing1-8-2007 16786Pump Check out to perform efficiency test
on Booster 1-2 at Pumping Plant 1
Tested
9/12/2005 15942Pump Check out to perform efficiency test
on Booster 1-2 at Pumping Plant 1
Pump Check perform test.
HBJ824142Serial No.
1770RPM
B404TP16Frame
460Volts
BDesign
GCode
KType
117Amps
CAT-629A222G1Upper Bearing
CAT-5903493P16Lower Bearing
3 Phase, 60 CyclePhase
1.50Shaft OD
Pump Information:Motor Information:
2.3Box ID
210 ftHead
34.00.347n / 118.13.899wLat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Lubricate booster motor lower bearing3/22/2017 Lubricate motor lower
Lubricate booster shaft bearing3/22/2017 Lubricate shaft bearing
Change oil in motor9/1/2016 OUT OF SERVICE
Lubricate booster motor lower bearing8/3/2016 OUT OF SERVICE
Lubricate booster shaft bearing8/3/2016 OUT OF SERVICE
Lubricate booster motor lower bearing2/3/2016 Booster motor lower was lube.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B1-3Booster Name
4305 Santa Fe Ave.Booster Location
Vertical TurbinePump Type
NASize
Layne & BowlerMake
Verti-Line 16 EHModel
D-16290Serial No.
G.E.Make
Tri-Clad (5K6278XH41A)Model
200HP
2,100Rated GPM
1-3-2007 16787Pump Check out to perform efficiency test
on Booster 1-3 at Pumping Plant 1
Tested
9/12/2005 15943Pump Check out to perform efficiency test
on Booster 1-3at Pumping Plant 1
Pump Check perform test.
11/12/2097 9317Remove Motor from Booster 1-3 - motor will
be picked up by RA Reed Electric for
REMOVED MOTOR Motor to be picked up
on 11/13/97 AM
GCJ726163Serial No.
1770RPM
B445-TP20Frame
460Volts
BDesign
GCode
KType
230Amps
CAT-629A226G1Upper Bearing
CAT-5903493P16Lower Bearing
3 Phase, 60 CyclePhase
1.70Shaft OD
Pump Information:Motor Information:
2.5Box ID
270 ftHead
34.00.347n / 118.13.899wLat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Change oil in motor4/24/2017 Changed oil in motor.
Lubricate booster motor lower bearing
Lubricate booster shaft bearing
Lubricate booster motor lower bearing9/6/2016 OUT OF SERVICE
Lubricate booster shaft bearing9/6/2016 OUT OF SERVICE
Change oil in motor4/21/2016 Changed oil in motor.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B1-4Booster Name
4305 Santa Fe Ave.Booster Location
Vertical TurbinePump Type
NASize
Layne & BowlerMake
Verti-Line 16 KHModel
D16291ASerial No.
G.E.Make
Tri-Clad (5K6287XH3A)Model
300HP
3,150Rated GPM
9/20/2016 22536Remove Booster Pump 1-4 at Pumping
Plant 1 for repair due to hole in column
Assist General Pump Co to remove Booster
pump 1-4 for repairs due to hole in column8/20/2008 17961Repair motor on Booster 4 at Pumping
Plant 1
8/5/08-Motor burned due to electrical
failure, started to prep motor for removal.1-3-2007 16788Pump Check out to perform efficiency test
on Booster 1-4 at Pumping Plant 1
Tested
9/12/2005 15944Pump Check out to perform efficiency test
on Booster 1-4 at Pumping Plant 1
Pump Check perform test.
2/5/2004 14616At booster plant 1, booster pump 1-4, repair
leak at Victaulic coupling.
Replace rubber gasket on victaulic.
1-30-2002 12778Pumping plant 1, booster 4, repair packing Adjusted set screws-
GCJ726168Serial No.
1775RPM
6287P20Frame
460Volts
BDesign
GCode
KType
345Amps
CAT-629A226G1Upper Bearing
CAT-2892334P20Lower Bearing
3 Phase, 60 CyclePhase
2.21Shaft OD
Pump Information:Motor Information:
3.0Box ID
270 ftHead
34.00.347n / 118.13.899wLat. / Lon.
Stages
12" Column Pipe
Notes
W.O. No.W.O. Date Action Required Work Performed
Excersize large boosters at PP1
Change oil in motor4/24/2017 Changed oil in motor.
Excersize large boosters at PP14/13/2017 Booster 1-4 was Excersize
Lubricate booster shaft bearing
Excersize large boosters at PP13/14/2017 Booster 1-4 was Excersize
Excersize large boosters at PP112/8/2016 Booster 2-4 was Exercise
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B1-5Booster Name
4305 Santa Fe Ave.Booster Location
Vertical TurbinePump Type
NASize
Layne & BowlerMake
Verti-Line 16 KHModel
D16291BSerial No.
G.E.Make
Tri-Clad (5K6287XH3A)Model
300HP
3,150Rated GPM
1-3-2007 16789Pump Check out to perform efficiency test
on Booster 1-5 at Pumping Plant 1
Tested
9/12/2005 15945Pump Check out to perform efficiency test
on Booster 1-5 at Pumping Plant 1
Pump Check perform test.
GCJ726167Serial No.
1775RPM
6287P20Frame
460Volts
BDesign
GCode
KType
345Amps
CAT-629A226G1Upper Bearing
CAT-2892334P20Lower Bearing
3 Phase, 60 CyclePhase
2.21Shaft OD
Pump Information:Motor Information:
3.0Box ID
270 ftHead
34.00.347n / 118.13.899wLat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Change oil in motor4/24/2017 Changed oil in motor.
Lubricate booster shaft bearing
Excersize large boosters at PP1
Excersize large boosters at PP110/13/2016 Out of service.
Lubricate booster shaft bearing9/6/2016 OUT OF SERVICE
Excersize large boosters at PP19/13/2016 OUT OF SERVICE
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B2-1Booster Name
4533 Downey RoadBooster Location
Vertical TurbinePump Type
12" D.K.H.Size
A.O. SmithMake
NAModel
7351793Serial No.
SmithwayMake
26280Model
60 HPHP
1,100Rated GPM
6/6/2016 22395per Pat Keyes, failure to start alarm.
Changed out pressure control switch.
Changed out pressure control switch. Jori
Estrada from the power plant was the8/8/2012 20571Repair Booster 2-1 at Pumping Plant 2 8/7/12 - Remove Limit Switch
6/10/2008 17843Repair Plug Valve off of booster #1 at
Pumping Plant 2
Plug Valve was repaired and is operating
OK.5-17-2007 17137Changed packing on Booster 2-1 at
Pumping Plant 2
remove old packing and stuff , used new
roll of packing . Booster running good.1-4-2007 16790Pump Check out to perform efficiency test
on Booster 2-1 at Pumping Plant 2
Tested
9/26/2005 15946Pump Check out to perform efficiency test
on Booster 2-1 at Pumping Plant 2
Pump Check perform test.
74433Serial No.
1760RPM
A-445 PFrame
220/440Volts
BDesign
ECode
IZBVType
146/73Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
1.52Shaft OD
Pump Information:Motor Information:
2.3Box ID
60 psiHead
34.00.266n / 118.12.333wLat. / Lon.
3Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Smithway Booster Oil change
Lubricate booster shaft bearing12/14/2016 Booster is a water lube system
Lubricate booster shaft bearing6/15/2016 This booster is a water lube booster.
Smithway Booster Oil change4/27/2016 changed oil
Lubricate booster shaft bearing12/16/2015 This booster is a water lubed system.
Lubricate booster shaft bearing6/17/2015 This booster is a water lube booster.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B2-2Booster Name
4533 Downey RoadBooster Location
Vertical TurbinePump Type
12" D.K.H.Size
A.O. SmithMake
NAModel
7351793Serial No.
SmithwayMake
NAModel
60 HPHP
1,100Rated GPM
1/7/2015 21615Remove and repair motor on Booster 2-2 at
Pumping Plant 2. Motor should be sent to
On 10/27/14 motor from PP#2 Booster 2-2
was removed for repairs. Two guys from5/10/2012 20398Replace grease fitting on Booster 2-2 at
Pumping Plant 2
Replace grease fitting
5/18/2010 19072Replace the packing on Booster 2-2 at
Pumping Plant 2.
Replace all packing on booster 2-2
1-4-2007 16791Pump Check out to perform efficiency test
on Booster 2-2 at Pumping Plant 2
Tested
9/19/2005 15947Pump Check out to perform efficiency test
on Booster 2-2 at Pumping Plant 2
Pump Check perform test.
10-11-2001 12667Booster Pump 2-2, check packing and
adjust drain piping to the french drain.
Added packing and also made adjustments
to french drains in plant B-1,B-2 ,B-3.
?Serial No.
1760RPM
A-445 PFrame
220/440Volts
BDesign
ECode
IZBVType
146/73Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
1.52Shaft OD
Pump Information:Motor Information:
2.3Box ID
60 psiHead
34.00.266n / 118.12.333wLat. / Lon.
3Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Smithway Booster Oil change
Lubricate booster shaft bearing12/14/2016 Booster shaft bearing was lube
Lubricate booster shaft bearing6/15/2016 Lubricate booster shaft bearing
Smithway Booster Oil change4/27/2016 changed oil
Lubricate booster shaft bearing12/16/2015 Booster shaft bearing was lube.
Lubricate booster shaft bearing6/17/2015 Booster shaft bearing was lube.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B2-3Booster Name
4533 Downey RoadBooster Location
Vertical Turbine - DieselPump Type
14" D.K.H.Size
A.O. SmithMake
NAModel
7351794Serial No.
G.E.Make
5K6324XC4AModel
200 HPHP
2,900Rated GPM
9/19/2005 15948Pump Check out to perform efficiency test
on Booster 2-3 at Pumping Plant 2
Unable to perform test due to booster being
out of service.7/24/2001 12468Check Booster 2-3: water appears to be
leaking inside engine compartment. Please
Removed algae from base also fixedleak on
diesel engine (anti freeze)
OMJ119006Serial No.
1770RPM
6324PFrame
440Volts
BDesign
FCode
KType
235/250Amps
CAT-629A226G2Upper Bearing
CAT-2892334P21Lower Bearing
3 Phase, 60 CyclePhase
2.00Shaft OD
Pump Information:Motor Information:
2.5Box ID
70 psiHead
34.00.266n / 118.12.333wLat. / Lon.
4Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Lubricate booster shaft bearing2/2/2017 Lubricate shaft bearing
Change oil in motor11/3/2016 Not in service anymore.
Lubricate booster shaft bearing8/3/2016 Lubricate booster shaft bearings
Lubricate booster shaft bearing2/3/2016 Diesel Generator no long in service.
Change oil in motor11/5/2015 Diesel booster no longer in service.
Lubricate booster shaft bearing8/5/2015 Diesel booster longer in service.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B2-4Booster Name
3570 Vernon Ave.Booster Location
Horizontal Split CasePump Type
8"Size
Fairbanks MorseMake
8" - 5814EModel
339812Serial No.
Fairbanks MorseMake
NAModel
75 HPHP
1,500Rated GPM
9/22/2015 22070Disconnect and remove motor for Booster
Pump 2-4 at Pump House 2 for repair by
Disconnected and removed motor booster
pump 2-4 for repairs by Little-John R.9/11/2012 20557Replace Soft-Start for Booster 2-4 at Pump
House 2.
New soft start was installed by LittleJohn.
B-2-4 was started out in the field, ran fine.1-4-2007 16792Pump Check out to perform efficiency test
on Booster 2-4 at Pump House 2
Tested
9/21/2005 15949Pump Check out to perform efficiency test
on Booster 2-4 at Pump House 2
Pump Check perform test.
2-10-2005 15348Removal and rebuild booster pump #4 at
Pump House-2
Vaughn’s Industrial came out and removed
pump #4 on 1/31/05. The pump was taken
333017Serial No.
NARPM
JE505SFrame
220/440Volts
NADesign
NACode
QSZSType
174/187Amps
NAUpper Bearing
NALower Bearing
3 Phase, 4 Pole, 50 CyclePhase
3.00Shaft OD
Pump Information:Motor Information:
3.3Box ID
60 psiHead
34.00.325n / 118.12.404wLat. / Lon.
Double Suction CentrifugalStages
Notes
W.O. No.W.O. Date Action Required Work Performed
Clean PH2 booster bearings
Pump House 2 booster lubrication3/2/2017 Booster lubrication
Clean PH2 booster bearings2/9/2017 Clean booster bearings
Clean PH2 booster bearings1/12/2017 NOT IN SERVICE
Clean PH2 booster bearings12/15/2016 Booster bearing were clean.
Clean PH2 booster bearings11/16/2016 Clean booster bearings
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B2-5Booster Name
3570 Vernon Ave.Booster Location
Horizontal Split CasePump Type
6"Size
Fairbanks MorseMake
6" - 5814EModel
500949Serial No.
Fairbanks MorseMake
NAModel
100 HPHP
2,000Rated GPM
1-3-2007 16793Pump Check out to perform efficiency test
on Booster 2-5 at Pump House 2
Tested
8-29-2006 16372Repair Booster Pump 2-5, pump will be
removed and repaired by General Pump
Pump top-case and impeller was removed,
rebuilt, and reinstalled, Moter was rebuilt by9/21/2005 15950Pump Check out to perform efficiency test
on Booster 2-5 at Pump House 2
Pump Check perform test.
465201Serial No.
1470RPM
R5505Frame
440Volts
NADesign
FCode
NAType
116Amps
NAUpper Bearing
NALower Bearing
3 Phase, 4 Pole, 50 CyclePhase
2.55Shaft OD
Pump Information:Motor Information:
3.1Box ID
60 psiHead
34.00.325n / 118.12.404wLat. / Lon.
Double Suction CentrifugalStages
Notes
W.O. No.W.O. Date Action Required Work Performed
Pump House 2 booster lubrication3/2/2017 Booster lubrication
Clean PH2 booster bearings
Clean PH2 booster bearings1/12/2017 Clean booster bearings
Clean PH2 booster bearings12/15/2016 Booster bearing were clean.
Clean PH2 booster bearings11/16/2016 Clean booster bearings
Pump House 2 booster lubrication9/3/2016 Lubricate Booster 2-5
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B2-6Booster Name
3570 Vernon Ave.Booster Location
Horizontal Split CasePump Type
8"Size
Fairbanks MorseMake
8" 5814 EModel
500941 & 503251Serial No.
Fairbanks MorseMake
NAModel
250 HPHP
2,800Rated GPM
9/21/2015 22069Disconnect and remove motor for Booster
Pump 2-6 at Pump House 2 for repair by
Disconnected and removed motor booster
pump 2-6 for repairs by Little-John R.9/26/2013 20556Repair e/s coupling for Booster 2-6 at Pump
House 2.
On 8/21/13 littlejohn came in at 8:00am to
remove couplings and get information on10-17-2007 17423Pump House #2 replace drain pipe and
fittings to booster # 6
replace drainpipe and fittings
4/18/2007 16967Changed the packing on booster 2-6.Replaced packing on booster 2-6 and
gaskets1-4-2007 16794Pump Check out to perform efficiency test
on Booster 2-6 at Pump House 2
Tested
9/21/2005 15951Pump Check out to perform efficiency test
on Booster 2-6 at Pump House 2
Unable to perform test due to booster being
out of service.
468721Serial No.
1475RPM
RS684SFrame
440Volts
NADesign
NACode
QZKType
283Amps
NAUpper Bearing
NALower Bearing
3 Phase, 4 Pole, 60 CyclePhase
3.00Shaft OD
Pump Information:Motor Information:
3.3Box ID
100 psiHead
34.00.325n / 118.12.404wLat. / Lon.
Two PumpsStages
Notes
W.O. No.W.O. Date Action Required Work Performed
Exercise Booster 2-6
Pump House 2 booster lubrication3/2/2017 Booster lubrication
Clean PH2 booster bearings
Clean PH2 booster bearings12/15/2016 Cleaned booster bearings
Exercise Booster 2-64/20/2017 Booster 2-6 was Exercirse
Clean PH2 booster bearings11/16/2016 Clean booster bearings
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B3-1Booster Name
3375 Fruitland Ave.Booster Location
Vertical TurbinePump Type
12" D.K.H.Size
A.O. SmithMake
NAModel
7351793Serial No.
A.O. SmithMake
2628AModel
60 HPHP
1,100Rated GPM
7/25/2011 19886Replace packing on Booster 3-1 at
Pumping Plant 3
Replace packing on booster 3-1
7/29/2010 19194Booster 3-1 repair motor as necessary,
picked up by Littlejohn Reuland
Motor came in on 7-29-10 work done LJ R.
cleaned on spected / core test / rewind /2/24/2009 18279Repair Booster 1 at Pumping Plant 3 Curtis replace a bad wire at booster #1
5/10/2007 17097Booster 1 at Booster Plant 3, reinstall
repaired motor
SPECIFIC FAILURE- Winding grounded in
slot.5/2/2007 17073Remove and repair motor on Booster 1 at
Booster Plant 3
Unbolted motor, and removed shaft nut.
Petrelli helped with diconnecting leads.1-4-2007 16795Pump Check out to perform efficiency test
on Booster 3-1 at Pumping Plant 3
Tested
72614Serial No.
1760RPM
A-445PFrame
440Volts
BDesign
NACode
IZBVType
73Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
1.52Shaft OD
Pump Information:Motor Information:
2.3Box ID
60 psiHead
33.59.824n / 118.12.307wLat. / Lon.
3Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Smithway Booster Oil change
Lubricate booster shaft bearing
Lubricate booster shaft bearing8/29/2016 Lubricate booster shaft bearings
Smithway Booster Oil change4/11/2016 changed oil
Lubricate booster shaft bearing2/29/2016 Booster shaft bearing was lube.
Lubricate booster shaft bearing8/31/2015 Booster shaft bearings were lubricated
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B3-2Booster Name
3375 Fruitland Ave.Booster Location
Vertical TurbinePump Type
12" D.K.H.Size
A.O. SmithMake
NAModel
7351793Serial No.
SmithwayMake
2628CModel
60 HPHP
1,100Rated GPM
1/19/2012 20244Replace soft star unit for Booster 3-2 at
Pumping Plant 3
Soft Start replace by Curtis defected unit
returned to Littlejohn.4/7/2011 19435Booster Plant #3 Booster #2 change out
contacts.
LITTLEJOHN- replace contacts with soft
start system. C Kirkland confirm that B-2 is8/18/2010 19271Replace packing Booster 3-2 at Pumping
Plant 3
Replace old packing on booster
5/7/2009 18375Repair or replace as needed the air relief
valve on Booster 3-2.
Replace old air relief valve
Model #15a.2 size 3/4” CWP175 psi3/10/2008 17682Repair booster # 2 at PP#3 Removed rust, primer, mix apoxy and apply.
9/18/2007 17365Repair pin hole in piping for Booster 2 at
Booster Plant 3
Repaired pin hole with patch weld. Alex W.
did the welding.
74432Serial No.
1760RPM
A-445PFrame
220/440Volts
BDesign
ECode
12BVType
146/73Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
1.52Shaft OD
Pump Information:Motor Information:
2.3Box ID
60 psiHead
33.59.824n118.12.307wLat. / Lon.
3Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Smithway Booster Oil change
Lubricate booster shaft bearing1/2/2017 This booster is a water lubed system.
Lubricate booster shaft bearing7/4/2016 Lubricate booster shaft bearings
Smithway Booster Oil change4/11/2016 changed oil
Lubricate booster shaft bearing1/4/2016 This booster is a self water lube booster
Lubricate booster shaft bearing7/6/2015 Booster shaft bearing is a water lube system.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B3-3Booster Name
3375 Fruitland Ave.Booster Location
Vertical TurbinePump Type
14"Size
U.S. PumpMake
14 JMOModel
29723Serial No.
G.E.Make
Model
100 HPHP
1800Rated GPM
9/15/2010 19297Repair as necessary Booster # 3 at PP3 Installed 2 fuses, one on the D.C. side and
one on the A.C. side.7/22/2010 19208Repair Booster 3-3 at Pumping Plant 3 Station notified me that booster #3
was not responding. Did what we could and5/24/2010 19078Repair or replace check valve for Booster
Pump 3 at Booster Plant 3
Check valve operates fine.
1-4-2007 16797Pump Check out to perform efficiency test
on Booster 3-3 at Pumping Plant 3
Tested
10-17-2006 16674Repair Booster 3-3 at Pumping Plant 3,
Pump is vibrating and leaking at packing.
Test ran pump for GPC mechanics, pump
ran OK. Will monitor operation.9/21/2005 15954Pump Check out to perform efficiency test
on Booster 3-3 at Pumping Plant 3
Pump Check perform test.
1282046Serial No.
1800RPM
444UPFrame
220/440Volts
BDesign
FCode
HUType
122.5Amps
7322MUpper Bearing
6218JLower Bearing
3 Phase, 60 CyclePhase
1.52Shaft OD
Pump Information:Motor Information:
2.3Box ID
NAHead
33.59.824n / 118.12.307wLat. / Lon.
3Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Change oil in motor1/12/2017 Change oil on Booster 3-3
Change oil in motor1/14/2016 Oil was change on Booster 3-3
Change oil in motor12/3/2014 Oil was change on booster motor 3-3
Change oil in motor11/25/2013 Booster 3-3 oil was changed.
Change oil in motor10/31/2012 Booster 3-3 oil was changed.
Change oil in motor11/9/2011 Change oil in booster
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B3-4Booster Name
3375 Fruitland Ave.Booster Location
Vertical TurbinePump Type
14"Size
U.S. PumpMake
14 JMOModel
29722Serial No.
U.S.Make
Model
100 HPHP
1800Rated GPM
11/12/2013 21165Replace Air Relief Valve for PP#3 Booster
3-4.
Air relief valve was replace at PP#3
Booster 3-4 due to excessive leak on valve.1-4-2007 16798Pump Check out to perform efficiency test
on Booster 3-4 at Pumping Plant 3
Tested
9/21/2005 15955Pump Check out to perform efficiency test
on Booster 3-4 at Pumping Plant 3
Pump Check perform test.
1282047Serial No.
1800RPM
444UPFrame
440Volts
BDesign
FCode
HUType
122.5Amps
7322MUpper Bearing
6218JLower Bearing
3 Phase, 60 CyclePhase
1.52Shaft OD
Pump Information:Motor Information:
2.3Box ID
NAHead
33.59.824n / 118.12.307wLat. / Lon.
3Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Change oil in motor1/12/2017 Change oil on Booster 3-4
Change oil in motor1/14/2016 Oil was change on Booster 3-4
Change oil in motor12/3/2014 Oil was change on booster motor 3-4
Change oil in motor11/19/2013 changed out oil, and cleaned site glass. In both lower
and upper oil reservoir.Change oil in motor10/31/2012 Change oil in booster
Change oil in motor11/9/2011 Change oil in booster
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
B3-5Booster Name
3375 Fruitland Ave.Booster Location
Vertical Turbine - DieselPump Type
14" D.K.H.Size
SmithwayMake
NAModel
7351794Serial No.
G.E.Make
5K6324XC4AModel
200 HPHP
2900Rated GPM
9/21/2005 15956Pump Check out to perform efficiency test
on Booster 3-5 at Pumping Plant 3
Unable to perform test, booster out of
service.2-26-2002 12467Check oil leaking on Booster 3-5 engine.Check out oil leak. Looks like it’s coming
from between motor and mounts4/11/2001 12231Repair fuel pump on Diesel Booster 3-5 at
Pumping Plant 3
Valley Detroit removed fuel pump to have
rebuilt on 4/11/01
OMJ119003Serial No.
1770RPM
6324PFrame
440Volts
BDesign
FCode
KType
235/250Amps
CAT-629A226G2Upper Bearing
CAT-2892334P21Lower Bearing
3 Phase, 60 CyclePhase
2.00Shaft OD
Pump Information:Motor Information:
2.5Box ID
70 psiHead
33.59.824n / 118.12.307wLat. / Lon.
4Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Change oil in motor12/5/2016 Booster out of Service
Change oil in motor12/16/2015 Diesel booster no longer in service.
Change oil in motor12/16/2014 Diesel booster no longer in service.
Change oil in motor11/18/2013 Diesel booster no longer in service.
Change oil in motor10/29/2012 Booster is out of service.
Change oil in motor11/8/2011 Booster is out of service.
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
26th Sump-1Booster Name
26th St. Storm Water SumpBooster Location
SubmersiblePump Type
12"Size
HOMA - A Series PumpMake
AKX846-415/77G/C FMModel
126543Serial No.
HOMA - A Series PumpMake
AM30385/6/3 GUModel
75HP
2650Rated GPM
12/31/2015 22092Remove and repair submersible Sump
Pump No. 1 at the 26th St. Sump.
Made all necessary repairs in order to
reinstall sump pump No. 1 at 26th st sump
126543Serial No.
1160RPM
Frame
460Volts
Design
ECode
INS Class FType
/99Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
NAShaft OD
Pump Information:Motor Information:
NABox ID
141.7Head
Lat. / Lon.
1Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
26th Sump-2Booster Name
26th St. Storm Water SumpBooster Location
SubmersiblePump Type
12"Size
HOMA - A Series PumpMake
AKX846-415/77G/C FMModel
126543Serial No.
HOMA - A Series PumpMake
AM30385/6/3 GUModel
75HP
2650Rated GPM
126544Serial No.
1160RPM
Frame
460Volts
Design
ECode
INS Class FType
/99Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
NAShaft OD
Pump Information:Motor Information:
NABox ID
141.7Head
Lat. / Lon.
1Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
26th Sump-3Booster Name
26th St. Storm Water SumpBooster Location
SubmersiblePump Type
12"Size
HOMA - A Series PumpMake
AKX846-415/77G/C FMModel
126543Serial No.
HOMA - A Series PumpMake
AM30385/6/3 GUModel
75HP
2650Rated GPM
12/31/2015 22093Remove and repair submersible Sump
Pump No. 3 at the 26th St. Sump.
Made all necessary repairs in order to
reinstall sump pump 3 to normal working
126542Serial No.
1160RPM
Frame
460Volts
Design
ECode
INS Class FType
/99Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
NAShaft OD
Pump Information:Motor Information:
NABox ID
141.7Head
Lat. / Lon.
1Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
26th Sump-4Booster Name
26th St. Storm Water SumpBooster Location
SubmersiblePump Type
12"Size
HOMA - A Series PumpMake
AKX846-415/77G/C FMModel
126543Serial No.
HOMA - A Series PumpMake
AM30385/6/3 GUModel
75HP
2650Rated GPM
12/31/2016 22094Remove and repair submersible Sump
Pump No. 4 at the 26th St. Sump.
All necessary repairs were performed in
order to reinstall sump pump 4 at 26th st
126541Serial No.
1160RPM
Frame
460Volts
Design
ECode
INS Class FType
/99Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
NAShaft OD
Pump Information:Motor Information:
NABox ID
141.7Head
Lat. / Lon.
1Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
26th Sump-5Booster Name
26th St. Storm Water SumpBooster Location
SubmersiblePump Type
6"Size
HOMA - A Series PumpMake
AMX444-260/20P/C FMModel
123251Serial No.
HOMA - A Series PumpMake
AM20423P/4/3Model
20HP
450Rated GPM
123251Serial No.
1750RPM
Frame
460Volts
Design
FCode
INS Class FType
49/24.5Amps
NAUpper Bearing
NALower Bearing
3 Phase, 60 CyclePhase
NAShaft OD
Pump Information:Motor Information:
NABox ID
114.8Head
Lat. / Lon.
1Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
Downey Sump - DS1Booster Name
Downey Storm Water SumpBooster Location
Vertical TurbinePump Type
Size
Make
Model
Serial No.
U.S.Make
Model
10HP
Rated GPM
5/25/2010 19004Remove and repair Sump Pump # 1 at the
Downey Rd Underpass by Cox Industrial.
4-19-10 COX IND. arrived on site to remove
pump #1. Petrelli covered power lines, Cox
3915226Serial No.
1200RPM
284UPHFrame
220/440Volts
BDesign
GCode
HUType
Amps
6207-JUpper Bearing
731-0BYLower Bearing
3 Phase, 60 CyclePhase
1.46Shaft OD
Pump Information:Motor Information:
Box ID
Head
Lat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
Downey Sump - DS2Booster Name
Downey Storm Water SumpBooster Location
Vertical TurbinePump Type
Size
Make
Model
Serial No.
U.S.Make
Model
10HP
Rated GPM
3915224Serial No.
1200RPM
284UPHFrame
220/440Volts
BDesign
GCode
HUType
Amps
6207-JUpper Bearing
731-0BYLower Bearing
3 Phase, 60 CyclePhase
1.46Shaft OD
Pump Information:Motor Information:
Box ID
Head
Lat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
Washington Sump - WS1Booster Name
Washington Storm Water SumpBooster Location
Vertical TurbinePump Type
Size
Make
Model
Serial No.
Fairbanks MorseMake
Model
50HP
Rated GPM
K209914Serial No.
1175RPM
405UPFrame
220Volts
NADesign
NACode
KZKV2Type
Amps
A-31314Upper Bearing
A-01215Lower Bearing
3 Phase, 60 CyclePhase
Shaft OD
Pump Information:Motor Information:
Box ID
Head
Lat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Booster Pump Service Card
Washington Sump - WS2Booster Name
Washington Storm Water SumpBooster Location
Vertical TurbinePump Type
Size
Make
Model
Serial No.
Fairbanks MorseMake
Model
50HP
Rated GPM
K209915Serial No.
1175RPM
405UPFrame
220Volts
NADesign
NACode
KZKV2Type
Amps
A-31314Upper Bearing
A-01215Lower Bearing
3 Phase, 60 CyclePhase
Shaft OD
Pump Information:Motor Information:
Box ID
Head
Lat. / Lon.
Stages
Notes
W.O. No.W.O. Date Action Required Work Performed
Maint. Date Maintenance Activity Comments
Page 116 of 116
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.
City Council Agenda Item Report
Submitted by: Jessica Balandran
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Revision to Daggett Solar Power 2 Project Power Sales Agreement with Southern California
Public Power Authority
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 the revised Daggett Solar
Power 2 Project Power Sales Agreement with Southern California Public Power
Authority, 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 at a revised projected annual
amount of approximately $8,100,000 over a 20-year term.
Background:
On February 15, 2022, City Council approved 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 (Daggett 2
Project) for a projected annual amount of approximately $7,100,000 over a 20-year term. On
April 15, 2022, prior to SCPPA fully executing the Power Purchase Agreement, Clearway
Energy Group LLC (Clearway Energy), the developer of the Daggett 2 Project, informed
SCPPA of a price increase and a change to the Guaranteed Commercial Operation Date
(GCOD).
Clearway Energy and the Daggett 2 Project are facing significant challenges in their supply
chain due to increased COVID-19 related restrictions in Asia and the United States (U.S.)
ports, U.S. trade laws with regards to the recent Auxin investigation of anti-dumping, and the
ongoing Russian-Ukrainian War. Consequently, supply chain issues and the new market
environment for Photo Voltaic (PV) solar projects have resulted in Clearway Energy
experiencing a significant price increase in PV solar panels, battery costs, Engineering
Procurement Contracts (EPCs), and transportation costs. Thus, resulting in a price increase
for all off-takers of Daggett Solar projects. The revised PSA includes an approximate 13%
increase for PV, an approximate 17% increase for the battery system, and a change to the
GCOD.
Original Terms approved on February 15, 2022:
Guaranteed Commercial Operation Date (GCOD) September 30, 2023
Solar Contract Capacity (MW) 60
Contract Price ($/MWh) $24.85
BESS Contract Capacity (MW/MWh) 30/120
BESS Capacity Price ($/kW-mo) $6.80
Revised Terms:
Guaranteed Commercial Operation Date (GCOD) December 20, 2023
Solar Contract Capacity (MW) 60
Contract Price ($/MWh) $28.10
BESS Contract Capacity (MW/MWh) 30/120
BESS Capacity Price ($/kW-mo) $7.95
The revised PSA results in an increase of approximately $1,000,000 each year, changing the
projected annual amount to approximately $8,100,000. As previously detailed this is a fixed
price contract, output from the Project will degrade over time, thereby reducing the annual
expense as the actual energy received. This type of agreement, despite the revised price and
GCOD changes, still 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 the middle of the day with low energy prices, and the discharge of that energy
during peak high price evening hours.
As referenced in the February 15, 2022 staff report, Daggett 2 Project is a solar and storage
project developed by Clearway Energy 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 Daggett 2 Project is
currently the largest solar and battery project in California, with affordable renewable energy
for purchase. Even at the proposed revised price and new GCOD, the Daggett 2 Project
continues to be very attractive and competitively priced in the market. Comparable projects
are approximately 20-25% higher than the new proposed terms.
In an effort to comply with RPS regulations, staff recommends that City Council approve the
revised PSA with SCPPA which 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.”
The participation in the Daggett 2 Project, including recent revisions continues to fully align
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.
If the City Council approves the revised PSA, the City will still purchase 60 MW of solar power
and 30 MW of battery storage for a term of 20 years, beginning with the revised project GCOD
date of December 20, 2023. The City of Cerritos remains a participant in the project. 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 approximately $9,100,000.
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
revisions to the PSA have 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 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. Revised Power Sales Agreement with SCPPA
2. Redlined Proposed Changes Power Purchase Agreement
DAGGETT SOLAR POWER 2 SOLAR PROJECT
POWER SALES AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
THE CITY OF VERNON
Dated as of [________________]
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 ............................................................................ 7
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. ............................................................................................. 14
7.1 Monthly Costs ............................................................................................................ 14
7.2 Billing Statement ....................................................................................................... 14
7.3 Adoption of Alternative Billing Statement Procedures ............................................. 14
7.4 Disputed Monthly Billing Statement ......................................................................... 15
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 ..................................................................................................................... 17
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 ....................................................... 18
10. PROJECT SPECIFIC MATTERS AND VERNON RIGHTS AND
OBLIGATIONS UNDER PROJECT AGREEMENTS. .................................................. 18
10.1 Rights and Obligations under the Project Agreements .............................................. 18
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 .................................................................................................... 20
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 ........................................................................................................................ 22
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 ............................. 23
11.13 PPA Damages ............................................................................................................ 23
12. CHARACTER, CONTINUITY OF SERVICE. ................................................................ 23
12.1 Outages, Interruptions and Curtailment of Energy Deliveries ................................... 23
12.2 Uncontrollable Forces ................................................................................................ 23
13. [RESERVED] ........................................................................................................................ 24
14. LIABILITY. .......................................................................................................................... 24
14.1 Participants’ Obligations Several ............................................................................... 24
14.2 No Liability of SCPPA, Directors, Officers, Etc ....................................................... 24
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 ................................................................... 25
14.6 No Relief From Insurer’s Obligations ....................................................................... 25
14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No
General Liability of SCPPA ....................................................................................... 25
Table of Contents (continued)
ii
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 ............................................ 26
15.4 Successors and Assigns .............................................................................................. 26
16. EFFECTIVE DATE, TERM AND EXPIRATION. .......................................................... 26
16.1 Effective Date; Execution in Counterparts ................................................................ 26
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 ............................................................................ 27
17. SEVERABILITY .................................................................................................................. 27
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 .............................................................................................................................. 28
23. AMENDMENTS ................................................................................................................... 28
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
DAGGETT SOLAR POWER 2 PROJECT
POWER SALES AGREEMENT
1. PARTIES. This Daggett Solar Power 2 Project Power Sales Agreement (this “Agreement”),
is dated for convenience as of the [__] day of [___________], [____], 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 following 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
2
implementation of systems and frameworks for the acquisition and delivery of secure,
long-term reliable supplies of renewable electric energy.
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
3
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:
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
4
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.
4.3.3 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
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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 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 other 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 Member 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.
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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, 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.
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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.
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 which
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
8
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 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 vote 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
9
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 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.
10
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.
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 respect
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
11
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.
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
12
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.
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
13
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.
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.
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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
following, 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.
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
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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.
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
statement 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
16
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, 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.
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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 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.]
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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 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
19
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 other 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 Agreement 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.
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.
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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, 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 Obligations
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
21
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 any deficiency with respect to any payment due by SCPPA attributable 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
22
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 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, 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.
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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 PPA Damages. 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 accordance 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 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
24
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 relieved 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 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).
25
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, 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.
26
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
Agreement 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 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
27
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 shall 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 shall 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
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
28
not obtain all requisite board and city council approvals 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
Vernon Public Utilities Department
Attention: General Manager
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]
29
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:
__________________________________
Richard J. Morillo Interim General Counsel
CITY OF VERNON
By: _____________________________________
Attest: ___________________________________
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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 shall 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.
A- 2 -
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 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 the 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.
A- 3 -
25. Guaranteed Delivered Energy. “Guaranteed Delivered Energy” shall have the meaning provided in the Power Purchase Agreement.
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 4.4.
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 less 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.
A- 4 -
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.
39. Power Purchase Agreement. The Power Purchase Agreement between Southern California
Public Power Authority and Daggett Solar Power 2, LLC, dated as of [__________________], 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, interests 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.
A- 5 -
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.
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.
A- 6 -
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.
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 Sections 21 and 10.2 of this Agreement.
40536119.1
A-2
APPENDIX C
POWER PURCHASE AGREEMENT
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
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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.
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“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.
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“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).
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“BESS Capacity Price” means Seven Dollars and Ninety Five Cents ($7.95) 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.
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“Cal-OSHA” means the California Occupational Safety & Health Administration.
“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.
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“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
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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).
- 9 -
“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
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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 September 19, 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.
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“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 December 20, 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 September 19, 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.
- 20 -
“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.
- 21 -
“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
- 22 -
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;
- 23 -
(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 April 21, 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 April 21,
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 December 20, 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 December 20, 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
- 74 -
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
- 75 -
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;
- 76 -
(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
- 77 -
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).
- 78 -
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
- 79 -
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: June ___, 2022
CiC li
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
$28.10 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: September 19, 2023
Guaranteed Commercial Operation Date (from Appendix I): December 20, 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.
December 20, 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:
ܯ݊ݐ݄݈ݕ ܤܧܵܵ ܣݒ݈ܾ݈ܽ݅ܽ݅݅ݐݕ = ܶܪ,௬ െܷܰܣܸܣܫܮܪܴܵ,௬
ܶܪ,௬
ܯ݊ݐ݄݈ݕ ܤܧܵܵ ܣݒ݈ܾ݈ܽ݅ܽ݅݅ݐݕ ܩݑܽݎܽ݊ݐ݁݁
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):
ܦܧ௬
ܩܦܧ௬
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):
ܴܶܧ௬
ܴܶܧ ܲ݁ݎ݂ݎ݉ܽ݊ܿ݁ ܩݑܽݎܽ݊ݐ݁݁ݕ
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):
ܸܲܵܣ௬
ܸܲܵܣܴ௬
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 TO
POWER PURCHASE AGREEMENT, DATED AS OF [_], 2022 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND
DAGGETT SOLAR POWER 2 LLC
SITE CONTROL DOCUMENTS
1. Solar Facility Ground Lease Agreement, dated as of October 29, 2021, by and between
Daggett Land Holdings 2 LLC, a Delaware limited liability company, and Daggett Solar Power 2
LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Solar
Facility Ground Lease, recorded October 29, 2021, as Document No. 2021-0491006 in the Official
Records of the County of San Bernardino, State of California
2. Easement for Access and Utility Facilities, dated as of December 17, 2020, by and between
George A. Stark and Jayne E. Stark and Daggett Solar Power 2 LLC, a Delaware limited liability
company, recorded on January 14, 2021, as Document No. 2021-0021329 in the Official Records
of the County of San Bernardino, State of California
3. Grant of Easement for Operations and Maintenance, Access and Utilities Facilities, dated
as of September 30, 2021, by and between Daggett Land Holdings LLC, a Delaware limited
liability company, and Daggett Solar Power 2 LLC, a Delaware limited liability company, and
Daggett Solar Power 1 LLC, a Delaware limited liability company, recorded on October 14, 2021,
as Document No. 2021-0468314 in the Official Records of the County of San Bernardino, State of
California
4. Grant of Substation Area, dated as of September 30, 2021, by and between Daggett Land
Holdings LLC, a Delaware limited liability company, and Daggett Solar Power 2 LLC, a Delaware
limited liability company, recorded on October 14, 2021, as Document No. 2021-0468315 in the
Official Records of the County of San Bernardino, State of California
5. Easement for Access and Utility Facilities, dated as of March 10, 2021, by and between
Glen A. Van Dam and Jennifer Van Dam, Trustees of the Van Dam Family Trust, dated October
28, 2009, and Daggett Solar Power 3 LLC, recorded March 15, 2021 as Document No. 2021-
0116684 in the Official Records of the County of San Bernardino, State of California, as partially
assigned to Daggett Solar Power 1, LLC, a Delaware limited liability company, and Daggett Solar
Power 2 LLC, a Delaware limited liability company, per that certain Assignment and Assumption
of Co-Tenancy Interest in Gen-Tie Easements, dated as of September 30, 2021 and recorded on
October 14, 2021 as Document No. 2021-0468313 in the Official Records of the County of San
Bernardino, State of California
6. Grant of Easement(s), by and between Southern California Edison Company, a
corporation, and Daggett Solar Power 3 LLC, a Delaware limited liability company, recorded on
January 14, 2021 as Document No. 2021-0021328 in the Official Records of the County of San
Bernardino, State of California, as amended by that certain Amendment of Grant of Easement,
dated August 10, 2021, and recorded on August 11, 2021, as Document No. 2021-0362231 in the
Official Records of the County of San Bernardino, State of California, as partially assigned to
Daggett Solar Power 1 LLC and Daggett Solar Power 2 LLC, per that certain Assignment and
Assumption of Co-Tenancy interest in Gen-Tie Easements, dated as of September 30, 2021, and
recorded on October 14, 2021 as Document No. 2021-0468313 in the Official Records of the
County of San Bernardino, State of California
7. Grant of Easement, dated as of December 28, 2017, by and between Genon California
South, L.P., a Delaware limited partnership, formerly known as NRG California South LP, a
Delaware limited partnership, and Daggett Solar Power 1 LLC, and recorded on January 10, 2018,
as Document No. 2018-0008134 in the Official Records of the County of San Bernardino, State of
California, as amended by that certain First Amendment to Grant of Easement, dated as of October
11, 2021 and recorded on October 12, 2021, as Document No. 2021-0464372 in the Official
Records of the County of San Bernardino, State of California, as partially assigned to Daggett
Solar Power 2 LLC and Daggett Solar Power 3 LLC, per that certain Assignment and Assumption
of Co-Tenancy Interest in Gen-Tie Easements, dated as of September 30, 2021 and recorded on
October 14, 2021, as Document No. 2021-0468313 in the Official Records of the County of San
Bernardino, State of California
8. License and Consent Agreement, dated as of April 13, 2022, by and between the City of
Los Angeles, a California municipal corporation and entity, acting by and through its Department
of Water and Power, and Daggett Land Holdings LLC, Daggett Solar Power 1 LLC, Daggett Solar
Power 2 LLC, and Daggett Solar Power 3 LLC
9. License and Consent Agreement, dated as of April 7, 2022, by and between Intermountain
Power Agency, a political subdivision of the State of Utah, and Daggett Land Holdings LLC,
Daggett Solar Power 1 LLC, Daggett Solar Power 2 LLC, and Daggett Solar Power 3 LLC
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
Waaree
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
Daggett Solar Power 2
LLC
Clearway Energy Group
LLC
Clearway Renew LLC
Daggett 2 Project Holdco
LLC
Clearway Holdco Corp
LLC
Clearway Renew
Consolidated Devco LLC
Daggett 2 Project Sub
LLC
Daggett 2 Project Sub II
LLC
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.
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“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).
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“BESS Capacity Price” means Seven Dollars and Ninety Five Cents ($7.95) 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.
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“Cal-OSHA” means the California Occupational Safety & Health Administration.
“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.
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“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.
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“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).
- 9 -
“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 September 19, 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.
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“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 December 20, 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).
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“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 September 19, 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.
- 18 -
“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.
- 20 -
“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.
- 21 -
“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
- 22 -
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;
- 23 -
(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
- 24 -
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,
- 25 -
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 April 21, 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 April 21,
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 December 20, 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 December 20, 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;
- 76 -
(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
- 77 -
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).
- 78 -
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
- 79 -
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: June ___, 2022
CiC li
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
$28.10 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: September 19, 2023
Guaranteed Commercial Operation Date (from Appendix I): December 20, 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.
December 20, 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:
ܯ݊ݐ݄݈ݕ ܤܧܵܵ ܣݒ݈ܾ݈ܽ݅ܽ݅݅ݐݕ = ܶܪ,௬ െܷܰܣܸܣܫܮܪܴܵ,௬
ܶܪ,௬
ܯ݊ݐ݄݈ݕ ܤܧܵܵ ܣݒ݈ܾ݈ܽ݅ܽ݅݅ݐݕ ܩݑܽݎܽ݊ݐ݁݁
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):
ܦܧ௬
ܩܦܧ௬
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):
ܴܶܧ௬
ܴܶܧ ܲ݁ݎ݂ݎ݉ܽ݊ܿ݁ ܩݑܽݎܽ݊ݐ݁݁ݕ
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):
ܸܲܵܣ௬
ܸܲܵܣܴ௬
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 TO
POWER PURCHASE AGREEMENT, DATED AS OF [_], 2022 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND
DAGGETT SOLAR POWER 2 LLC
SITE CONTROL DOCUMENTS
1. Solar Facility Ground Lease Agreement, dated as of October 29, 2021, by and between
Daggett Land Holdings 2 LLC, a Delaware limited liability company, and Daggett Solar Power 2
LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Solar
Facility Ground Lease, recorded October 29, 2021, as Document No. 2021-0491006 in the Official
Records of the County of San Bernardino, State of California
2. Easement for Access and Utility Facilities, dated as of December 17, 2020, by and between
George A. Stark and Jayne E. Stark and Daggett Solar Power 2 LLC, a Delaware limited liability
company, recorded on January 14, 2021, as Document No. 2021-0021329 in the Official Records
of the County of San Bernardino, State of California
3. Grant of Easement for Operations and Maintenance, Access and Utilities Facilities, dated
as of September 30, 2021, by and between Daggett Land Holdings LLC, a Delaware limited
liability company, and Daggett Solar Power 2 LLC, a Delaware limited liability company, and
Daggett Solar Power 1 LLC, a Delaware limited liability company, recorded on October 14, 2021,
as Document No. 2021-0468314 in the Official Records of the County of San Bernardino, State of
California
4. Grant of Substation Area, dated as of September 30, 2021, by and between Daggett Land
Holdings LLC, a Delaware limited liability company, and Daggett Solar Power 2 LLC, a Delaware
limited liability company, recorded on October 14, 2021, as Document No. 2021-0468315 in the
Official Records of the County of San Bernardino, State of California
5. Easement for Access and Utility Facilities, dated as of March 10, 2021, by and between
Glen A. Van Dam and Jennifer Van Dam, Trustees of the Van Dam Family Trust, dated October
28, 2009, and Daggett Solar Power 3 LLC, recorded March 15, 2021 as Document No. 2021-
0116684 in the Official Records of the County of San Bernardino, State of California, as partially
assigned to Daggett Solar Power 1, LLC, a Delaware limited liability company, and Daggett Solar
Power 2 LLC, a Delaware limited liability company, per that certain Assignment and Assumption
of Co-Tenancy Interest in Gen-Tie Easements, dated as of September 30, 2021 and recorded on
October 14, 2021 as Document No. 2021-0468313 in the Official Records of the County of San
Bernardino, State of California
6. Grant of Easement(s), by and between Southern California Edison Company, a
corporation, and Daggett Solar Power 3 LLC, a Delaware limited liability company, recorded on
January 14, 2021 as Document No. 2021-0021328 in the Official Records of the County of San
Bernardino, State of California, as amended by that certain Amendment of Grant of Easement,
dated August 10, 2021, and recorded on August 11, 2021, as Document No. 2021-0362231 in the
Official Records of the County of San Bernardino, State of California, as partially assigned to
Daggett Solar Power 1 LLC and Daggett Solar Power 2 LLC, per that certain Assignment and
Assumption of Co-Tenancy interest in Gen-Tie Easements, dated as of September 30, 2021, and
recorded on October 14, 2021 as Document No. 2021-0468313 in the Official Records of the
County of San Bernardino, State of California
7. Grant of Easement, dated as of December 28, 2017, by and between Genon California
South, L.P., a Delaware limited partnership, formerly known as NRG California South LP, a
Delaware limited partnership, and Daggett Solar Power 1 LLC, and recorded on January 10, 2018,
as Document No. 2018-0008134 in the Official Records of the County of San Bernardino, State of
California, as amended by that certain First Amendment to Grant of Easement, dated as of October
11, 2021 and recorded on October 12, 2021, as Document No. 2021-0464372 in the Official
Records of the County of San Bernardino, State of California, as partially assigned to Daggett
Solar Power 2 LLC and Daggett Solar Power 3 LLC, per that certain Assignment and Assumption
of Co-Tenancy Interest in Gen-Tie Easements, dated as of September 30, 2021 and recorded on
October 14, 2021, as Document No. 2021-0468313 in the Official Records of the County of San
Bernardino, State of California
8. License and Consent Agreement, dated as of April 13, 2022, by and between the City of
Los Angeles, a California municipal corporation and entity, acting by and through its Department
of Water and Power, and Daggett Land Holdings LLC, Daggett Solar Power 1 LLC, Daggett Solar
Power 2 LLC, and Daggett Solar Power 3 LLC
9. License and Consent Agreement, dated as of April 7, 2022, by and between Intermountain
Power Agency, a political subdivision of the State of Utah, and Daggett Land Holdings LLC,
Daggett Solar Power 1 LLC, Daggett Solar Power 2 LLC, and Daggett Solar Power 3 LLC
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
Waaree
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
Daggett Solar Power 2
LLC
Clearway Energy Group
LLC
Clearway Renew LLC
Daggett 2 Project Holdco
LLC
Clearway Holdco Corp
LLC
Clearway Renew
Consolidated Devco LLC
Daggett 2 Project Sub
LLC
Daggett 2 Project Sub II
LLC
Clearway Draft 12.22.21Execution Version __.__.22
POWER PURCHASE AGREEMENT
BETWEEN
DAGGETT SOLAR POWER 2 LLC
AND
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
Dated as of [_], 20212022
POWER PURCHASE AGREEMENT
PARTIES
THIS POWER PURCHASE AGREEMENT (this “Agreement”), dated as of this [_] day
of [_],2021,2022, 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
Definitions.The following terms in this Agreement and theSection 1.1
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.
- 1 -
product of the BESS Capacity Price or Adjusted BESS Capacity Price, as applicable, multiplied
by the BESS Contract Capacity (measured in kW).
“BESS Capacity Price” means SixSeven Dollars and EightyNinety Five Cents
($6.807.95) 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.
- 4 -
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).
“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,September 19, 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.
- 11 -
“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.
“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,December 20, 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.
- 12 -
“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.
“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,September 19, 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,
- 15 -
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.
Beginning no earlier than January 31,April 21, 2023, Seller shall(iv)
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,April 21, 2023.
Delays; Delay Damages.(b)
Each Milestone Date (other than the Outside Commercial(i)
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.
If Seller fails to achieve any Key Milestone by the applicable(ii)
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
- 32 -
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,December 20, 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,December 20, 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.
The Parties agree that the damages that Buyer would incur due to(iii)
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)
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).
Decommissioning and Other Costs. Buyer shall not beSection 3.6
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.
CEC Certification.Seller shall provide Buyer with a copy of theSection 3.7
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).
- 33 -
SELLER:
DAGGETT SOLAR POWER 2 LLC
By:
Craig Cornelius
Its: President
Date:
June ___, 2022
Signature Page to Power Purchase Agreement between Daggett Solar Power 2 LLC
and Southern California Public Power Authority
TABLE OF CONTENTS
Page
APPENDIX A-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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
$24.8528.10 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 A-1 - 1
APPENDIX B-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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,September 19, 2023
Guaranteed Commercial Operation Date (from Appendix I):September 30,December 20,
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-1 - 1
APPENDIX B-2
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
MAP OF THE FACILITY
Appendix B-2 - 1
APPENDIX C
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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)
“Annual Adjustment” means the percentage, expressed as a decimal, of annual production for
Appendix C - 1
APPENDIX D
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 D - 1
APPENDIX E
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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
1 Note to Issuer: The Letter of Credit must be payable in U.S. dollars within the continental U.S.
Appendix E - 1
APPENDIX F
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 - 1
APPENDIX G
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 - 1
APPENDIX H
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
[RESERVED]
Appendix H - 1
APPENDIX I
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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,December 20,
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
Contractual provision
without specific daily
damages
Appendix I - 1
APPENDIX J
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 - 1
APPENDIX K-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
BESS PERFORMANCE GUARANTEES; ANNUAL PV SYSTEM AVAILABILITY
GUARANTEE
BESS Performance GuaranteesA.
Round Trip Efficiency Performance Guarantee shall be the efficiency rate listed in thea.
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%
Appendix K-1 - 1
APPENDIX K-2
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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
For purposes of determining the Adjusted BESS Capacity Price due to a failure of theA.
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):
For purposes of determining the Adjusted BESS Capacity Price due to a failure of the RoundB.
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):
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):
Appendix K-2 - 1
APPENDIX K-3
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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.
Purpose of Test. Each SCT shall:A.
Determine the amount of Energy required to fully charge the BESS;(1)
Determine the BESS charge ramp rate;(2)
Determine the BESS discharge ramp rate;(3)
Determine an updated Dischargeable Energy;(4)
Determine an updated Round Trip Efficiency.(5)
Test Elements. Each SCT shall include the following test elements:B.
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”);
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
Appendix K-3 - 1
APPENDIX L-1
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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:
the engineering, procurement and construction contract related to the Facility was1.
executed on __________;
the notice provided by Seller to EPC Contractor by which Seller authorizes the EPC2.
Contractor to begin construction of the Facility without any delay or waiting periods was
issued on ______________ (attached); and
the Construction Start Date has occurred.3.
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-1 - 1
APPENDIX L-2
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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
[_______],20212022 (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:
All solar panels comprising the PV System have been installed in1.
accordance with the manufacturer’s specifications.
The electrical collection system related to the solar panels2.
referenced in paragraph (1) above is complete, functional, and energized for the
Facility.
Seller’s collector substation is complete and capable of delivering3.
an as-available product.
The Facility is operational and interconnected with the Point of4.
Delivery and capable of delivering the Delivered Energy and receiving and storing
the BESS Metered Input as required under the Agreement.
The battery comprising the BESS has been installed in accordance5.
with the manufacturer’s specifications.
Copies of any documentation provided by the manufacturer of the6.
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
Appendix L-2 - 1
APPENDIX 1
to
APPENDIX L-2
to
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 [________],20212022 (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:
Based on my professional judgment, after reasonable inquiry consistent1.
with prudent industry practice, the solar panels comprising the PV System
have been installed in accordance with the manufacturer’s specifications.
The electrical collection system related to the solar panels referenced in2.
paragraph (1) above is complete, functional, and energized for the Facility.
Seller’s collector substation is complete and capable of delivering an3.
as-available product.
The battery comprising the BESS has been installed in accordance with the4.
manufacturer’s specifications.
To the best of our knowledge, copies of any documentation provided by5.
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,
Appendix 1 to Appendix L-2 - 1
APPENDIX M
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
SITE CONTROL DOCUMENTS
[To be provided by Seller.]
Appendix M - 1
APPENDIX N
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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
Appendix N - 1
APPENDIX O
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
METERING DIAGRAM
Appendix O - 1
APPENDIX P
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 - 1
APPENDIX Q
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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 - 1
APPENDIX R
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
APPROVED VENDORS
Solar Panels:
JA Solar
Trina
Longi
Canadian Solar
Waaree
Batteries:
Wärtsilä
CATL
Samsung SSDI
Appendix R - 1
APPENDIX S
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
DAGGETT SOLAR POWER 2 LLC
LEGAL OPINIONS
Based solely upon our review of the Opinion Party’s articles of organization and1.
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.
The execution and delivery by the Opinion Party of the Agreement, and the2.
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.
The Agreement constitutes the legally valid and binding obligation of the Opinion3.
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.
Neither the Opinion Party’s execution and delivery of the Agreement, nor the4.
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.
No authorization, consent, or other approval of, or registration, declaration, or5.
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,
Appendix S - 1
SCHEDULE 12.2(h)
TO
POWER PURCHASE AGREEMENT,
DATED AS OF [_], 20212022
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
Schedule 12.2(h) - 1
Daggett Solar Power 2 LLC
Clearway Energy Group
LLC
Clearway Renew LLC
Daggett 2 Project Holdco
LLC
Clearway Holdco Corp LLC
Clearway Renew
Consolidated Devco LLC
Daggett 2 Project Sub LLC
Daggett 2 Project Sub II
LLC
City Council Agenda Item Report
Submitted by: Jessica Balandran
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Cancellation of Vernon’s Transmission Owner Tariff
Recommendation:
A. Find that the proposed action does not constitute a “project” pursuant to Section
15378(b)(2) of the Guidelines to the California Environmental Quality Act (CEQA)
because such action constitutes an administrative activity; and even if the adoption of
the proposed item did constitute a project, it would be exempt in accordance with CEQA
Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that
may have an effect on the environment; and
B. Adopt Resolution 2022-21 approving the cancellation of Vernon’s Transmission Owner
Tariff.
Background:
The City of Vernon is a Participating Transmission Owner (PTO) in the California Independent
System Operator Corporation (CAISO). Vernon was provided PTO status solely because it
turned over operational control of its three existing transmission contracts to the CAISO’s
operational control. The City’s three existing transmission contracts are: (i) an agreement with
the City of Los Angeles Department of Water and Power entitled “Los Angeles-Vernon
Adelanto-Victorville-Lugo Firm Transmission Service Agreement” (the LAWDP ETC); (ii) an
agreement with Southern California Edison Company (SCE) entitled “Amended and Restated
Edison-Vernon Victorville-Lugo Firm Transmission Service Agreement” (the SCE Victorville-
Lugo ETC); and (iii) an agreement with SCE entitled “Amended and Restated Edison-Vernon
Mead Firm Transmission Services Agreement” (the SCE Mead ETC).
The relationship between the City as a PTO and CAISO is governed by the CAISO’s
Transmission Control Agreement (TCA) which sets forth the specific duties and obligations of
all PTOs, including the filing of a Transmission Owner Tariff (TO Tariff) with the Federal
Energy Regulatory Commission (FERC), in which a PTO sets forth its charges for
transmission access to the CAISO Controlled Grid. The TO Tariff filed with FERC sets forth
Vernon’s Transmission Revenue Requirement (TRR) for its high voltage transmission facilities
and entitlements under the CAISO’s operational control. While the City does not own any
transmission assets and has no high voltage transmission facilities, the Transmission
Revenue Requirement (TRR) merely includes a pass-through of the costs of the three existing
transmission contracts incurred by the City. The TRR for each PTO is included in the formula
used by the CAISO to develop the transmission access charges for the use of the CAISO
transmission grid.
Consequently, the City has determined that its three existing transmission contracts are no
longer economically beneficial and decided to terminate each of them, which results in the
need to cancel the City’s TO Tariff on file with FERC and terminate its participation in the
CAISO as a PTO. The City has provided notices of termination of the existing transmission
contracts with SCE and LADWP, each with an effective date for the termination of October 7,
2022. SCE and LADWP have confirmed in writing that termination of the existing transmission
contracts will be effective October 7, 2022. In addition, the CAISO has also confirmed that it
can accommodate the City’s termination date of October 7, 2022.
The City provided the CAISO with a notice of withdrawal from the TCA, with an effective date
of November 1, 2022. On May 17, 2022, the CAISO posted on its website the City’s notice of
withdrawal from the TCA. The CAISO has more recently indicated that the CAISO will be able
to file an amendment of the TCA to withdraw Vernon as a signatory to the agreement effective
October 7, 2022. To effectuate the City’s termination of participation in the CAISO as a PTO,
the City must provide FERC notice of cancellation of its TO Tariff on file with FERC.
In addition to being a PTO, the City is a metered subsystem (MSS) in the CAISO. After the
City ceases to be a PTO with the CAISO upon cancellation of its TO Tariff and withdrawal
from the TCA, the City will continue to operate under the MSS agreement with the CAISO. As
a non- PTO MSS, the City will be assessed wheeling access charges for transmission service
based on wheel-through transactions from or across the CAISO grid. The basis for wheeling
access charge assessment by the CAISO will change from the current gross load basis to a
net load basis.
Currently, the City is assessed the CAISO’s transmission access charges based on gross
electric load. The City’s termination of its participation in the CAISO as a PTO will allow the
City to net its electric load with internal generation for wheeling access charge assessment
purposes, potentially lowering the City’s costs.
Therefore, staff recommends the City Council approve the cancellation of the TO Tariff.
Cancellation of the City’s TO Tariff will not result in increased rates to the City's electric
customers; as a result, no public hearing is necessary.
Fiscal Impact:
The fiscal impact is unknown at this time, although t he basis for the wheeling access charge
assessment by the CAISO will change from the current gross load basis to a net load basis,
potentially lowering the City's costs.
Attachments:
1. Resolution No. 2022-21
2. Draft Transmission Owner Tariff Termination Filing
RESOLUTION NO. 2022-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING THE CANCELLATION OF VERNON’S TRANSMISSION
OWNER TARIFF
SECTION 1. Recitals.
A.The City of Vernon (City) is a chartered municipal corporation of the State of
California that owns and operates a system for the generation, purchase, transmission,
distribution and sale of electric capacity and energy.
B.The City is a Participating Transmission Owner (PTO) with the California
Independent System Operator (CAISO) by virtue of it having turned over operational
control of its three existing transmission contracts to the CAISO’s operational control.
C.The City’s three existing transmission contracts are: (i) an agreement with the City
of Los Angeles Department of Water and Power entitled “Los Angeles-Vernon Adelanto-
Victorville-Lugo Firm Transmission Service Agreement” (the LAWDP ETC); (ii) an
agreement with Southern California Edison Company (SCE) entitled “Amended and
Restated Edison-Vernon Victorville-Lugo Firm Transmission Service Agreement” (the
SCE Victorville-Lugo ETC); and (iii) an agreement with SCE entitled “Amended and
Restated Edison-Vernon Mead Firm Transmission Services Agreement” (the SCE Mead
ETC). Two of the three existing transmission contracts are with SCE; the remaining is
with the Los Angeles Department of Water and Power (LADWP).
D.The relationship between the City as a PTO and CAISO is governed by the
CAISO’s Transmission Control Agreement (TCA) which sets forth the specific duties and
obligations of all PTOs, including the filing of a Transmission Owner Tariff (TO Tariff) with
the Federal Energy Regulatory Commission (FERC) as the means by which a PTO sets
forth its charges for transmission access to the CAISO Controlled Grid.
E.The City’s TO Tariff filed at FERC sets forth the City’s Transmission Revenue
Requirement (TRR) for its high voltage transmission facilities and entitlements placed
under the ISO’s operational control. The City has no high voltage transmission facilities,
so the City’s TRR merely includes a pass-through of the costs of the three existing
transmission contracts incurred by the City. The TRR for each PTO is then included in
the formula used by the CAISO to develop the CAISO’s transmission access charges for
use of the CAISO transmission grid.
F.On October 19, 2021, the City Council adopted Resolution No. 2021-32 approving,
among other things, the establishment of the City’s most recently revised TRR and
Appendix I to the TO Tariff implementing the revised TRR, to be effective January 1, 2022.
G.Further, the TO Tariff provides for the use of a Transmission Revenue Balancing
Resolution No. 2022-21
Page 2 of 3
_______________________
Account Adjustment (TRBAA) to ensure that all transmission revenue credits and other
credits flow through to CAISO Tariff and TO Tariff transmission customers.
H.On October 19, 2021, the City Council adopted Resolution No. 2021-33 approving,
pursuant to the TO Tariff, the establishment of the City’s revised TRBAA for 2022, and
revised Appendix I to the TO Tariff implementing the revised TRBAA for 2022, to be
effective on January 1, 2022.
I.The City has determined that its three existing transmission contracts are no longer
economically beneficial and has decided to terminate each of them, which results in the
need to cancel the City’s TO Tariff on file with FERC, and terminate its participation in the
CAISO as a PTO by withdrawing from the TCA.
J.In order to effectuate the City’s termination of participation in the CAISO as a PTO,
the City must request FERC approval to cancel its TO Tariff on file with FERC.
Cancellation of the TO Tariff includes termination of the City’s TRR and TRBAA tariff
mechanisms.
K.Once the TO Tariff cancellation filing is accepted by FERC, the CAISO has
indicated it will submit to FERC an amendment to the TCA withdrawing the City as a
signatory.
L.In addition to being a PTO, the City is also a metered subsystem (MSS) in the
CAISO. After the City ceases to be a PTO with the CAISO upon cancellation of its TO
Tariff and withdrawal from the TCA, the City will continue to operate under the metered
subsystem agreement it has with the CAISO. As a non-PTO MSS, the City will be
assessed wheeling access charges for transmission service based on wheel-through
transactions from or across the CAISO grid. The basis for wheeling access charge
assessment by the CAISO will change from the current gross load basis to a net load
basis.
M.The Public Utilities Department has recommended the cancellation of the City's
TO Tariff. This cancellation will not result in any new or increased service charges or
assessments to the City’s ratepayers.
N.The City Council desires to approve the cancellation of the City’s TO Tariff.
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 finds that this action does
Resolution No. 2022-21
Page 3 of 3
_______________________
not constitute a “project” pursuant to section 15378(b)(2) of the Guidelines to the
California Environmental Quality Act (CEQA), because such action constitutes an
administrative activity; and even if the adoption of the proposed item did constitute a
project, it would be exempt in accordance with CEQA Guidelines section 15061(b)(3),
the general rule that CEQA only applies to projects that may have an effect on the
environment.
SECTION 4. The City Council of the City of Vernon hereby further finds and
determines there are compelling reasons to justify the cancellation of the City’s TO Tariff
to be effective October 7, 2022, concurrent with the termination of the City’s existing
transmission contracts.
SECTION 5. The City Council of the City of Vernon hereby declares that in no
way shall this Resolution affect the City Council’s adoption or determination of any
previous Resolution related to the City’s TO Tariff TRR or TRBAA adjustments.
SECTION 6. The City Council of the City of Vernon hereby approves the
cancellation of the City’s TO Tariff effective October 7, 2022, as described in the Public
Utilities Department Report dated June 21, 2022.
SECTION 7. The City Council of the City of Vernon hereby authorizes outside
counsel to submit the City’s TO Tariff Cancellation filing and any necessary supporting
documentation, to FERC on behalf of the City of Vernon.
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 June, 2022.
_______________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________
ZAYNAH N. MOUSSA,
Interim City Attorney
WALLACE L. DUNCAN (1937-2008)
EDWARD WEINBERG (1918-1995)
JEFFREY C. GENZER
THOMAS L. RUDEBUSCH
MICHAEL R. POSTAR
LISA S. GAST
PETER J. SCANLON
BHAVEETA K. MODY
KRISTEN CONNOLLY McCULLOUGH ELLEN L. HILL GELANE L. DIAMOND** Of Counsel ELI D. EILBOTT* R. KEITH GORDON**
PETER C. KISSEL**
JAMES D. PEMBROKE
ROBERT WEINBERG
California Office
SUITE 1410, 915 L STREET
SACRAMENTO, CA 95814
(916) 498-0121
SEAN M. NEAL
LAUREN M. PERKINS
SYLWIA DAKOWICZ**
Senior Counsel
ROBERT A. LAURIE**
*REGISTERED TO PRACTICE BEFORE
U.S. PATENT AND TRADEMARK OFFICE
** NOT ADMITTED IN D. C.; SUPERVISION BY PRINCIPALS OF THE FIRM, MEMBERS OF THE DC BAR
Via Electronic Filing
The Honorable Kimberly D. Bose Secretary Federal Energy Regulatory Commission
888 First Street NE Washington, DC 20426 Re: City of Vernon, California, Docket No. NJ22-___ Notice of Cancellation of Transmission Owner Tariff
Dear Ms. Bose:
The City of Vernon, California (“Vernon” or “the City”) hereby submits and respectfully requests that the Commission accept for filing Vernon’s Notice of Cancellation of its Transmission Owner Tariff (“TO Tariff”) effective October 7, 2022.
As support for its filing, Vernon offers the following:
I. Background
Vernon is currently a Participating Transmission Owner (“PTO”) with the California Independent System Operator Corporation (“CAISO”) by virtue of it having turned over operational control of its three Existing Transmission Contracts (“ETCs”) to the CAISO’s operational control,1 and executing the CAISO’s Transmission Control
1 Two of the three ETCs are with Southern California Edison Company (“SCE”); the remaining ETC is with Los Angeles Department of Water and Power (“LADWP”). Typically, an entity turns over operational control of transmission assets to the CAISO in becoming a PTO with the CAISO, as well as any ETC Entitlements; Vernon does not own any transmission assets.
1667 K STREET, NW, SUITE 700
WASHINGTON, DC 20006
(202) 467-6370
www.dwgp.com
June 24, 2022
2
Agreement (“TCA”).2 Vernon has no transmission assets other than the ETCs. As the means by which Vernon, as a PTO, has set forth Vernon’s charges for transmission
access to the CAISO Controlled Grid, Vernon initially filed its TO Tariff with the
Commission in Docket No. EL00-105-000, effective January 1, 2001.
Vernon has determined that its ETCs are no longer economically beneficial, and for that reason has decided to terminate its three ETCs. After termination of its ETCs, Vernon will have no transmission assets or Entitlements under CAISO’s operational
control. As Vernon’s TO Tariff merely serves as a mechanism to pass through the costs
of its ETCs, without its ETCs Vernon’s TO Tariff will serve no purpose, and accordingly Vernon is filing this Notice of Cancellation of its TO Tariff. Additionally, without any transmission assets or Entitlements under CAISO operational control, Vernon will be terminating its participation with the CAISO as a PTO through withdrawal from the
TCA. Vernon will continue to participate in the CAISO markets as a metered subsystem
(“MSS”) in the CAISO and will continue to operate under the MSS Agreement, the currently effective version of which is on file with the Commission in Docket No. ER14-2032.
Vernon has been in close coordination with SCE, LADWP and the CAISO
regarding its desire to terminate each of its ETCs, terminate its participation with the
CAISO as a PTO and withdraw as a signatory to the TCA, cancel its TO Tariff, and prepare a final accounting of its Transmission Revenue Requirement (“TRR”) and Transmission Revenue Balancing Account (“TRBA”). Each understands Vernon’s intent and has indicated consent.
A. Vernon Is Terminating Its Three ETCs Effective October 7, 2022
As noted above, Vernon has three ETCs which it had turned over to the operational control of the CAISO; two of Vernon’s ETCs are with SCE, the other is with LADWP. Vernon’s ETCs with SCE are:
Southern California Edison Company – City of Vernon Mead Firm Transmission
Service Agreement (FERC Rate Schedule No. 207), as amended by the 2009 Settlement
in FERC Docket Nos. ER08-1343-000, et al.
Southern California Edison Company – City of Vernon Victorville-Lugo Firm Transmission Service Agreement (FERC Rate Schedule No. 360), as amended by the 2009 settlement in FERC Docket Nos. ER08-1343-000, et al.
The 2009 settlement in FERC Docket Nos. ER08-1343-000, et al., allows Vernon
to terminate these agreements with eight (8) months’ notice to SCE. After coordination and consultation with SCE as to Vernon’s plan to terminate each of its ETCs and terminate its participation as a PTO with the CAISO, Vernon submitted the required
2 The currently effective version of the TCA, which includes Vernon as a signatory, is on file with the Commission as California Independent System Operator Corporation, FERC Electric Tariff No. 7, Fourth Replacement Transmission Control Agreement (Effective Date: July 3, 2012).
3
formal Notices of Termination to SCE on February 7, 2022, requesting an effective date for termination of the ETCs of October 7, 2022.3 On February 23, 2022, Vernon
received confirmation of receipt of the two Notices of Termination by SCE, and
confirmation of the requested effective date of October 7, 2022.4
As these two agreements between SCE and Vernon are FERC-jurisdictional, SCE has confirmed that it will timely file with FERC the notices of termination such that termination of the two ETCs will be effective October 7, 2022.
The third of Vernon’s ETCs is with LADWP:
Los Angeles – Vernon Adelanto – Victorville/Lugo Firm Transmission Service Agreement between the City of Los Angeles Department of Water and Power and the City of Vernon (August 18, 1992)
This ETC provides that termination may occur on a date mutually agreed upon by
the Parties. Upon coordination and consultation with LADWP as to Vernon’s plan to
terminate each of its ETCs and terminate its participation as a PTO with the CAISO, Vernon submitted a formal Notice of Termination to LADWP on February 7, 2022, seeking agreement to terminate Vernon’s ETC with LADWP concurrent with the termination date of Vernon’s ETCs with SCE, October 7, 2022.5 On March 16, 2022,
Vernon received confirmation of receipt of the Notice of Termination by LADWP,
confirming that termination of the ETC will be effective October 7, 2022.6
As the agreement between LADWP and Vernon is not FERC-jurisdictional, no filing at FERC will be made to effectuate this termination.
B. Vernon Is Withdrawing From the CAISO’s TCA and Terminating Its
Participation As a PTO With the CAISO Effective October 7, 2022
Upon coordination and consultation with the CAISO as to Vernon’s plan to terminate each of its ETCs and terminate its participation as a PTO with the CAISO, Vernon sent a letter to the CAISO dated February 7, 2022, indicating its intent to withdraw from the TCA subject to Section 3.3.2 and 4.4.2 of the TCA, through the
release of Vernon’s Entitlements to SCE and LADWP.7
On April 22, 2022, CAISO provided its formal Response to Vernon’s Notice of Intent to withdraw from the TCA and cease its participation with the CAISO as a PTO.8 In its Response, CAISO noted that: (1) SCE is currently a PTO with the CAISO while
3 See Attachment 1.
4 See Attachment 2.
5 See Attachment 3.
6 See Attachment 4.
7 See Attachment 5.
8 See Attachment 6.
4
LADWP is not, (2) in accordance with the TCA, the sale, assignment, release, or transfer of an Entitlement to a non-Participating TO shall not occur without written consent from
the CAISO, and (3) the CAISO does not oppose the sale, assignment, release or transfer
of Vernon’s Entitlements to LADWP, understanding that this will remove the associated capacity on the Adelanto – Victorville/Lugo transmission path from the operational control of the CAISO.
The CAISO also recognized in its Response that Vernon’s withdrawal from the
TCA would only be effective following the receipt of all necessary regulatory approvals,
including the filing and approval of the instant filing – the Notice of Cancellation of Vernon’s TO Tariff by the Commission. The CAISO noted in its Response its expectation that such a filing at FERC would be made in advance of any necessary amendments to the TCA required to affect Vernon’s withdrawal as a PTO, and that all
regulatory approvals would be required to be in effect prior to the effective date of the
withdrawal, which the CAISO requires to be the first day of a month.
On May 5, 2022, consistent with the CAISO’s instruction at that time, Vernon submitted its formal Notice of Withdrawal from the TCA, effective November 1, 2022 (the first day of the month following the effective date of the termination of Vernon’s
ETCs with SCE and LADWP).9 As required by Section 3.3.4 of the TCA, the CAISO
posted Vernon’s Notice on the CAISO public website and sent a courtesy notice to the listed contacts of all signatories to the TCA on May 17, 2022.10 The CAISO more recently indicated that if FERC accepts Vernon’s filing for acceptance of the cancellation of its’ TO Tariff to be effective October 7, 2022, the CAISO will be able to file an
amendment of the TCA to withdraw Vernon as a signatory to the agreement, effective
October 7, 2022.11
II. Notice of Cancellation of Vernon’s TO Tariff Effective October 7, 2022
Vernon’s TO Tariff, filed with the Commission in Docket No. EL00-105-000, was made effective January 1, 2001. Vernon’s TO Tariff sets forth Vernon’s TRR for its
Entitlements placed under the CAISO’s operational control, as well as terms and
conditions relating to transmission expansion of, and interconnection with, any transmission and Entitlements of Vernon placed under CAISO’s operational control. Vernon’s only Entitlements are the above-described ETCs with SCE and LADWP.
As explained above, Vernon will be terminating its three ETCs, which comprise
the only transmission Entitlements Vernon turned over to CAISO operational control,
effective October 7, 2022. With the termination of those ETCs, Vernon will have no transmission assets, and therefore no TRR, and Vernon’s TO Tariff becomes
9 See Attachment 7.
10 http://www.caiso.com/Documents/City-of-Vernon-Notice-to-Withdraw-from-Transmission-Control-
Agreement-May5-2022.pdf
11 The CAISO has advised Vernon that it would be preferable to align the cancellation of the TO Tariff and the amendment of the TCA to withdraw Vernon as a Participating TO such that both are effective on the same date.
5
meaningless. For this reason, Vernon is requesting that the Commission accept this filing of its Notice of Cancellation of Vernon’s TO Tariff, effective October 7, 2022. Vernon
submits as Attachment 8 the Notice of Cancellation of Vernon’s TO Tariff.
III. Vernon Will Make a Filing When CAISO Final Settlement is Known
Because several of the components which comprise Vernon’s TRR, as well as the TRBAA, are based on projected amounts subject to true-up when actual costs become available, Vernon commits to submitting a filing to the Commission, consistent with
Section 8.3 of Appendix F, Schedule 3 of the CAISO Tariff, accounting for the final
settlement of Vernon’s TRR and TRBA between Vernon and the CAISO when such final settlement is known.
IV. Requested Effective Date for Notice of Cancellation of TO Tariff, and Information Regarding Related Filings
A. Effective Date for Notice of Cancellation of TO Tariff
Vernon requests the Commission issue an order on Vernon’s Notice of Cancellation of Vernon’s TO Tariff for filing and acceptance no later than August 24, 2022 (60 days after June 24, 2022, the date the instant filing was submitted) with an effective date of October 7, 2022, so that the TO Tariff cancellation effective date will be
concurrent with the effective date of the termination of Vernon’s three ETCs.
B. Information Regarding Anticipated Related Filings
Given that there are several interrelated pieces to Vernon’s plans to terminate its three ETCs and terminate its participation as a PTO with the CAISO, including the instant Notice of Cancellation of its TO Tariff, SCE’s anticipated filing of the termination
of Vernon’s two FERC-jurisdictional ETCs, and the CAISO’s anticipated filing of an
amendment to the TCA to remove Vernon as a signatory to the TCA, Vernon respectfully submits the following for the Commission’s convenience.
SCE has indicated that it will timely file with FERC (no later than August 8, 2022, 60 days before the requested effective date) notices of termination of Vernon’s two
FERC-jurisdictional ETCs, requesting an effective date of October 7, 2022.
CAISO has indicated that assuming FERC issues an order approving Vernon’s Notice of Cancellation of Vernon’s TO Tariff no later than the anticipated date of August 24, 2022, CAISO will file an amendment to the TCA to remove Vernon as a signatory no later than August 5, 2022 (60 days before the requested effective date), requesting an
effective date of October 7, 2022.
6
V. Preservation of Vernon Positions
Vernon is a municipal electric system that is exempt from Commission
jurisdiction under Section 201(f) of the Federal Power Act.12 As Vernon has consistently
stated in its Commission filings, while Vernon pledges its continued cooperation in matters relating to its status as a PTO, including this filing which Vernon submits as one element of discontinuing its participation as a PTO, it does not by this filing consent to any Commission jurisdiction or authority other than that provided by the Commission’s
existing orders in Docket Nos. EL00-105 and EL08-54.13
VI. Request for Waivers
While Vernon is unaware of any fees applicable to this filing, out of an abundance of caution, Vernon requests that the Commission waive any fees it may otherwise deem applicable to this filing. As a municipality, Vernon is exempt from any filing fee.14
Additionally, Vernon requests that the Commission grant any waivers it may deem
necessary to allow the Cancellation of Vernon’s TO Tariff to go into effect on October 7, 2022.
VII. Documents Submitted
The documents submitted with this electronic filing are this Transmittal Letter
and the following attachments:
Attachment 1: City of Vernon 2-7-22 Notice of Termination of Southern California Edison Company – City of Vernon Mead Firm Transmission Service Agreement (FERC Rate Schedule No. 207) and Notice of Termination of Southern California Edison Company – City of Vernon Victorville-Lugo Firm Transmission
Service Agreement (FERC Rate Schedule No. 360)
Attachment 2: Southern California Edison Company 2-23-22 e-mail confirming receipt of (Attachment 1) Notices of Termination
Attachment 3: City of Vernon 2-7-22 Notice of Termination of Los Angeles – Vernon Adelanto – Victorville/Lugo Firm Transmission Service Agreement Between
City of Los Angeles Department of Water and power and the City of Vernon
12 16 U.S.C. § 824(f) (“No provision in this subchapter shall apply to, or be deemed to include . . . a State or any political subdivision of a State . . . or any agency, authority, or instrumentality of any one or more of the foregoing . . . .”).
13 See, e.g., City of Vernon, 124 FERC ¶ 61,005, P 14 (2008) (noting that the Commission “lacks jurisdiction over Vernon’s transmission rates under FPA section 205,” but may nonetheless “review
Vernon’s TRR because it is a component of the jurisdictional CAISO [Transmission Access Charge]”).
14 18 C.F.R. § 381.108(a); see also City of Vernon, 166 FERC ¶ 61,086, P 9 (2019) (“[W]e agree that Vernon, as a municipality, is exempt from the payment of any fees associated with this filing.”) (citing 18 C.F.R. 381.108(a)).
7
Attachment 4: Los Angeles Department of Water and Power 3-16-22 Letter confirming receipt of (Attachment 3) Notice of Termination
Attachment 5: City of Vernon 2-7-22 Notice of Intent to Withdraw from the
Transmission Control Agreement and Request for CAISO Assistance
Attachment 6: CAISO 4-22-22 Response to City of Vernon’s Notice of Intent to Withdraw from the Transmission Control Agreement
Attachment 7: City of Vernon 5-5-22 Notice of Withdrawal from the
Transmission Control Agreement
Attachment 8: e-Tariff Notice of Cancellation
In addition, the e-Tariff Notice of Cancellation is being provided to the Commission in RTF format with metadata included, as required by the Commission’s
electronic tariff filing rules.15
VIII. Service
An electronic copy of this filing will be served upon all parties to Docket No. NJ22-2-000 and each person listed as a “Designated Representative” to a CAISO Participating Transmission Owner, as posted on the CAISO’s website on the date of this
filing, as well as the CAISO and the California Public Utilities Commission.
IX. Correspondence
Vernon requests that all correspondence, pleadings and other communications concerning this filing be served upon the following individuals:
Abraham Alemu
General Manager of Public Utilities
City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Tel: (323) 826-3643
aalemu@ci.vernon.ca.us
Lisa S. Gast
Peter J. Scanlon
Duncan, Weinberg, Genzer & Pembroke, P.C. 1667 Street, NW #700 Washington, DC 20006
Tel: (202) 467-6370
lsg@dwgp.com pjs@dwgp.com
15 See Electronic Tariff Filings, Order No. 714, 124 FERC ¶ 61,270 (2008), clarified, Order 714-A, 147 FERC ¶ 61,115 (2014).
8
X. Conclusion
For the foregoing reasons, Vernon respectfully requests that the Commission
accept for filing the cancellation of its Transmission Owner Tariff effective October 7,
2022.
Sincerely,
/s/ Lisa S. Gast Lisa S. Gast
Peter J. Scanlon
Attorneys for City of Vernon,
California Attachments
cc: Designated Representatives to CAISO Participating Transmission Owners,
CAISO, and the California Public Utilities Commission.
Attachment 1
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Exclusively Industrial
February 7, 2022
Flaviu Macavei
Contract Manager
Grid Contract Management | Transmission & Distribution
Southern California Edison Company
2244 Walnut Grove
Rosemead CA 91770
T. 626-302-9845
RE: Notice of Termination of Southern California Edison Company – City of Vernon Mead
Firm Transmission Service Agreement (FERC Rate Schedule No. 207)
Dear Mr. Macavei:
Pursuant to Section 5.4 of the Southern California Edison Company – City of Vernon Mead Firm
Transmission Service Agreement (FERC Rate Schedule No. 207), as amended by the 2009
Settlement in FERC Docket Nos. ER08-1343 and ER08-1353, the City of Vernon hereby
provides its Notice of Termination with the required eight (8) months’ notice. Therefore, FERC
Rate Schedule No. 207 will terminate effective October 7, 2022.
Please confirm receipt of this Notice of Termination, as well as the effective date of such
Termination.
Best,
Abraham Alemu
General Manager
Vernon Public Utilities
cc: Melanie Seader (SCE)
Mark McGregor (SCE)
Ramzi Raufdeen (Vernon)
Lisa Gast (DWGP)
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Exclusively Industrial
February 7, 2022
Flaviu Macavei
Contract Manager
Grid Contract Management | Transmission & Distribution
Southern California Edison Company
2244 Walnut Grove
Rosemead CA 91770
T. 626-302-9845
RE: Notice of Termination of Southern California Edison Company – City of Vernon
Victorville-Lugo Firm Transmission Service Agreement (FERC Rate Schedule No. 360)
Dear Mr. Macavei:
Pursuant to Section 5.2 of the Southern California Edison Company – City of Vernon
Victorville-Lugo Firm Transmission Service Agreement (FERC Rate Schedule No. 360), as
amended by the 2009 settlement in FERC Docket Nos. ER08-1343 and ER08-1353, the City of
Vernon hereby provides its Notice of Termination with the required eight (8) months’ notice.
Therefore, FERC Rate Schedule No. 360 will terminate effective October 7, 2022.
Please confirm receipt of this Notice of Termination, as well as the effective date of such
Termination.
Best,
Abraham Alemu
General Manager
Vernon Public Utilities
cc: Melanie Seader (SCE)
Mark McGregor (SCE)
Ramzi Raufdeen (Vernon)
Lisa Gast (DWGP)
Attachment 2
1
From:Flaviu Macavei <Flaviu.Macavei@sce.com>
Sent:Wednesday, February 23, 2022 8:10 PM
To:Lisa Gast
Cc:Peter Scanlon; Alemu, Abraham; Mark McGregor; Melanie A Seader; Raufdeen, Ramzi
Subject:RE: (External):RE: Vernon Notices of Termination of ETCs with SCE
Thanks for your patience. I have received the Notices of Termination.
Best Regards,
Flaviu Macavei
Contract Manager
Grid Contract Management | Transmission & Distribution
T.626‐302‐9845| PAX. 29845
2244 Walnut Grove, Rosemead CA 91770; GO1
From: Lisa Gast <LSG@dwgp.com>
Sent: Friday, February 18, 2022 2:22 PM
To: Flaviu Macavei <Flaviu.Macavei@sce.com>
Cc: pjs (dwgp.com) <pjs@dwgp.com>; Alemu, Abraham <AALemu@ci.vernon.ca.us>; Mark McGregor
<Mark.McGregor@sce.com>; Melanie A Seader <MELANIE.SEADER@SCE.COM>; Raufdeen, Ramzi
<rraufdeen@ci.vernon.ca.us>
Subject: (External):RE: Vernon Notices of Termination of ETCs with SCE
Flaviu and Melanie:
Please confirm receipt of the Notices of Termination sent on 2/7/22.
Best,
Lisa Gast
Attachment 3
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Exclusively Industrial
February 7, 2022
Department of Water and Power
Of the City of Los Angeles
c/o Assistant General Manager – Power
P.O. Box 111, Room 1155
Los Angeles, California 90051-0100
RE: Notice of Termination of Los Angeles – Vernon Adelanto – Victorville/Lugo Firm Transmission
Service Agreement Between City of Los Angeles Department of Water and Power and the City of Vernon
To Whom It May Concern:
Pursuant to Section 4.2 (i) of the Los Angeles – Vernon Adelanto – Victorville/Lugo Firm Transmission
Service Agreement between the City of Los Angeles Department of Water and Power and the City of
Vernon, the City of Vernon hereby provides its Notice of Termination with the required four (4) years
prior written notice. Therefore, the Agreement will terminate effective February 7, 2026.
However, Section 4.2 (vi) of the Agreement further provides that termination may occur on a date
mutually agreed upon by the Parties. As discussed during our call of January 26, 2022, Vernon is
interested in finding a mutually-agreeable date for termination on less than the four years provided in
Section 4.2 (i). Specifically, as Vernon’s only other Existing Transmission Contracts, which are with
Southern California Edison Company, can terminate upon eight (8) months’ written notice (October 7,
2022), Vernon respectfully requests that LADWP agree to terminate the Agreement as of October 7,
2022.
Please (1) confirm receipt of this Notice of Termination, (2) confirm that pursuant to Section 4.2(i) of the
Agreement the effective date of such Termination is February 7, 2026; and (3) let us know if LADWP is
able to accommodate Vernon’s requested termination date of October 7, 2022.
Best,
Abraham Alemu
General Manager
Vernon Public Utilities
cc: Syndi Driscoll (LADWP)
Simon Zewdu
Ramzi Raufdeen (Vernon)
Lisa Gast (DWGP)
Attachment 4
Attachment 5
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Exclusively Industrial
February 7, 2022
California Independent System Operator Corporation Regulatory Contracts
250 Outcropping Way
Folsom, California 95630 regulatorycontracts@caiso.com T: 916-351-4400
RE: City of Vernon’s Notice of Intent to Withdraw from the Transmission Control Agreement
(TCA) and Request for CAISO Assistance To Whom It May Concern:
As you will recall, the City of Vernon executed the CAISO’s Transmission Control Agreement
(TCA) in 2001 and currently is a Participating Transmission Owner (PTO) only by virtue of its three Existing Transmission Contracts (ETCs) which it turned over to the CAISO’s Operational Control as Transmission Entitlements. The three ETCs/Entitlements are as follows:
Southern California Edison Company – City of Vernon Mead Firm Transmission Service
Agreement (FERC Rate Schedule No. 207), as amended by the 2009 Settlement in FERC Docket Nos. ER08-1343 and ER08-1353 Southern California Edison Company – City of Vernon Victorville-Lugo Firm Transmission
Service Agreement (FERC Rate Schedule No. 360), as amended by the 2009 settlement in FERC
Docket Nos. ER08-1343 and ER08-1353 Los Angeles – Vernon Adelanto – Victorville/Lugo Firm Transmission Service Agreement between the City of Los Angeles Department of Water and Power and the City of Vernon
Vernon has provided both Southern California Edison Company (SCE) and Los Angeles Department of Water and Power (LADWP) with written notice to terminate each of these ETCs. With respect to its two ETCs with SCE, termination will be effectuated on eight (8) months written notice, which is October 7, 2022. Pursuant to TCA Section 4.4.2, the CAISO’s written
consent is not required for this termination since the Entitlement release is to another
Participating TO. With respect to its ETC with LADWP, the agreement provides for four (4) years written notice or as otherwise agreed by the parties, and LADWP has signaled that it will
February 7, 2022 Page 2
City of Vernon, 5305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583-8811
likely be able to agree to the same termination date of October 7, 2022. Assuming confirmation of LADWP’s ability to accommodate that termination date, Vernon is, through this letter,
seeking the CAISO’s written consent, pursuant to TCA Section 4.4.2, to terminate that
ETC/Entitlement. Upon the termination of these three ETCs/Entitlements, Vernon will have disposed of “all of the … Entitlements that the Participating TO placed under the CAISO’s Operational Control, subject
to the requirements of Section 4.4” and wishes to withdraw from the TCA pursuant to TCA
Section 3.3.2. Please let us know if a meeting is needed to discuss Vernon’s intentions as described above, as well as if there are other steps that will need to be taken to dispose of its ETCs/Entitlements and
withdraw from the TCA.
Best,
Abraham Alemu
General Manager
Vernon Public Utilities cc: Ramzi Raufdeen (Vernon) Lisa Gast (DWGP)
Attachment 6
www.caiso.com │ 250 Outcropping Way, Folsom, CA 95630 │ 916.351.4400
California Independent System Operator Corporation
Abraham Alemu
General Manager
Vernon Public Utilities
4305 Santa Fe Avenue
Vernon, California 90058
aalemu@ci.vernon.ca.us
T:323-583-8811 extension 250
RE: CAISO Response to City of Vernon’s Notice of Intent to Withdraw from the Transmission
Control Agreement (TCA)
Dear Abraham,
The CAISO received your letter dated February 7, 2022, indicating City of Vernon’s (“Vernon”)
intent to withdraw from the Transmission Control Agreement (“TCA”), effective as of the expected
termination date of your Existing Transmission Contracts (“ETC”) on October 7, 2022 (“Notice”). As
detailed in your Notice, Vernon intends to withdraw from the TCA subject to Section 3.3.2 and 4.4.2
of the TCA, through the release of Vernon’s Entitlements to Southern California Edison Company
(“SCE”) and Los Angeles Department of Water and Power (“LADWP”). SCE is currently a
Participating TO (“PTO”) with the CAISO while LADWP is not. In accordance with the TCA, the
sale, assignment, release, or transfer of an Entitlement to a non-Participating TO shall not occur
without written consent from the CAISO.
The CAISO does not oppose the sale, assignment, release or transfer of Vernon’s Entitlements to
LADWP, understanding that this will remove the associated capacity on the Adelanto –
Victorville/Lugo transmission path from the operational control of the CAISO. The CAISO also
recognizes that the withdrawal from the TCA shall only be effective following the receipt of all
necessary regulatory approvals, including the filing and approval of the termination of Vernon’s
Transmission Owner Tariff by the Federal Energy Regulatory Commission (“FERC”). The CAISO
expects that such a filing at FERC shall be made in advance of any necessary amendments to the
TCA required to affect this withdrawal, and all regulatory approvals shall be required to be in effect
prior to the effective date of the withdrawal, which the CAISO requires to be the first day of a month.
Notwithstanding the above, the CAISO has merely completed a preliminary assessment of the
impact of removing such entitlements from the CAISO operational control, and will need to perform
additional due diligence to assess all necessary implementation steps, to be taken internally, or in
conjunction with Vernon and LADWP. The CAISO anticipates and appreciates Vernon’s co-
operation in this regard.
Considering the above, the CAISO requests Vernon to submit its formal notice of withdrawal from
the TCA, which shall be posted on the CAISO public website in accordance with Section 3.3.4 of
the TCA. Moreover, the CAISO recognizes the need for ongoing co-operation among CAISO and
Vernon to facilitate the implementation of the withdrawal and change in TAC treatment. Please
reach out to Riddhi Ray at rray@caiso.com for any additional questions or concerns.
DocuSign Envelope ID: 7B3AB7A8-7EE1-4CB2-9D99-B3E96B717269
www.caiso.com
California Independent System Operator Corporation
Thank you
Debi Le Vine
Director, Infrastructure Contracts and Management
California Independent System Operator
DocuSign Envelope ID: 7B3AB7A8-7EE1-4CB2-9D99-B3E96B717269
Attachment 7
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1407
Exclusively Industrial
May 5, 2022
California Independent System Operator Corporation
Regulatory Contracts
250 Outcropping Way
Folsom, California 95630
regulatorycontracts@caiso.com
T: 916-351-4400
RE: City of Vernon’s Notice of Withdrawal from the Transmission Control Agreement (TCA)
To Whom it may Concern:
Please accept this letter as City of Vernon’s Notice of Withdrawal from the Transmission
Control Agreement (TCA), effective November 1, 2022.
The City of Vernon executed the TCA in 2001 and currently is a Participating Transmission
Owner (PTO) only by virtue of its three Existing Transmission Contracts (ETCs) which it turned
over to the CAISO’s Operational Control as Transmission Entitlements. Vernon intends to
withdraw from the TCA subject to Section 3.3.2 and 4.4.2, through the release of Vernon’s
Entitlements to Southern California Edison Company and Los Angeles Department of Water and
Power as of October 7, 2022.
Vernon recognizes the need for ongoing cooperation among CAISO and Vernon to facilitate the
implementation of the withdrawal and change in the TAC treatment. Please feel free to contact
me with any additional questions or concerns.
Best,
Abraham Alemu
General Manager
Vernon Public Utilities
cc: Ramzi Raufdeen (Vernon)
Lisa Gast (DWGP)
Attachment 8
E-Tariff
[Notice of Cancellation]
[to be added]
City Council Agenda Item Report
Submitted by: Joanna Moreno
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Services Agreement with Hill Brothers Chemical Company for Supply of Aqueous Ammonia
for Malburg Generating Station
Recommendation:
A. Approve and authorize the City Administrator to execute a Services Agreement with Hill
Brothers Chemical Company, in substantially the same form as submitted, for the supply
of 19% aqueous ammonia for a total amount not to exceed $135,800, for a three-year
term; and
B. Authorize a contingency amount of $13,500 in the event of price volatility, and grant
authority to the City Administrator to amend the total contract value by an amount up to
the contingency amount, if necessary.
Background:
On November 16, 2021, City Council adopted Resolution No. 2021-41 approving a Purchase
and Sale Agreement (PSA) with Bicent (California) Malburg LLC for the acquisition of the
Malburg Generating Station (MGS). Accordingly, the City now owns and operates the MGS
power plant. Under the PSA, the City was required to assume or otherwise comply with certain
vendor contracts previously entered by Bicent. As such, the City was obligated to assume a
short-term contract, for the period of December 15, 2021 through June 30, 2022, for the supply
of ammonia needed at MGS.
Ammonia is a critical component in the operation of MGS. It removes nitrogen oxides (NOx)
that are produced during combustion. NOx is one of the main ingredients in the formation of
ground-level ozone, which can cause respiratory problems, global warming, and other issues.
Thus, ammonia is vital for regulatory compliance of MGS.
On May 16, 2022, the City Administrator authorized the issuance of a Request for Bids (RFB)
to seek bids for the Supply of 19% Aqueous Ammonia. In accordance with Vernon Municipal
Code (VMC) Section 3.32.070 regarding competitive bidding, staff issued the RFB on May 16,
2022. An RFB notice was published in the local newspaper, the Huntington Park Bulletin. The
RFB was also posted on the City’s procurement website, PlanetBids, and staff directly notified
five prospective vendors. The Bid Deadline was May 31, 2022 and two bids were received.
The bid results are as follows:
1. Airgas Specialty Products, Inc. - $136,500
2. Hill Brothers Chemical Company (Hill Brothers) - $135,800
Hill Brothers was deemed the lowest and responsible bidder to supply the necessary aqueous
ammonia.
Aqueous ammonia is currently a price-volatile commodity. Natural gas is the main input used
to produce ammonia; therefore, ammonia prices are highly dependent on natural gas prices,
which are also currently unstable. Due to the volatility that ammonia producers and suppliers
are currently experiencing, and pursuant to VMC Section 3.32.220(C) regarding Special good
governance reform contract terms and procedures, the RFB included a provision to allow for
price adjustments based on the most appropriate publicly available index. Due to price
volatility, VPU staff proposes a contingency amount of approximately ten percent (10%) of the
total contract value.
The proposed agreement has been reviewed and approved as to form by the City Attorney’s
Office.
Fiscal Impact:
The fiscal impact of the proposed three-year agreement is $135,800, plus the contingency
amount of $13,500, for a total not-to-exceed amount of $149,300. Sufficient funds for
procurement of aqueous ammonia are available in VPU Electric Fund Malburg Generating
Station Generation Expense Account No. 055.9190.500230 for Fiscal Year (FY) 2022-23 and
will be budgeted accordingly for FY 2023-24 and FY 2024-25 during the annual City budget
process.
Attachments:
1. Services Agreement with Hill Brothers Chemical Company
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND HILL BROTHERS CHEMICAL COMPANY FOR SUPPLY OF 19% AQUEOUS AMMONIA
COVER PAGE
Contractor: Hill Brothers Chemical Company
Responsible Principal of Contractor: Frank Alari, Regional Sales Manager
Notice Information - Contractor: Hill Brothers Chemical Company 3000 E. Birch St., Suite 108 Brea, CA, 92821
Attention: Frank Alari, Regional Sales Manager Telephone: (714) 579-3333 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Abraham Alemu, General Manager of Public Utilities Telephone: (323) 583-8811 ext. 250
Commencement Date: July 1, 2022
Termination Date: June 30, 2025
Consideration: Total not to exceed $135,800 (includes all
applicable sales tax); and more particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND HILL BROTHERS CHEMICAL COMPANY FOR SUPPLY OF 19% AQUEOUS AMMONIA
This Agreement is made between the City of Vernon, a California charter City and
California municipal corporation (“City”), and Hill Brothers Chemical Company, a California
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 June 21, 2022.
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 Bids issued on or about May 16, 2022, and titled Request for Bids
for Supply of 19% Aqueous Ammonia, and Contractor's bid to the City ("Bid") dated May 26,
2022, 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 July 1, 2022, and it shall
continue until June 30, 2025, 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
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 $135,800 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
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
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 $2,000,000 per occurrence and
$4,000,000 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
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. Contractors Pollution Liability (CPL) policy limit shall provide coverage of no less
than $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
investigation, defense, or settlement of claims.
(1) Contractor shall obtain, pay for, and maintain for the duration of the
Agreement CPL 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) All activities contemplated in the Agreement shall be specifically
scheduled on the CPL policy as “covered operation.” 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.
(3) The policy shall specifically provide for a duty to defend on the part of the
insurer. The City of Vernon, its officers, employees and agents shall be
added to the policy as additional insureds by endorsement.
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.
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,
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
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
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 Bids shall control over the Contractor’s Bid.
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 FORCE MAJEURE. Contractor shall be excused from performance
hereunder during the time and to the extent that it is prevented from obtaining, delivering, or
performing in the customary manner, by acts of God, fire, flood, earthquake, explosion, war
(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest with a direct
impact on this Agreement, embargoes or blockades in effect on or after the date of this
Agreement and not in effect at the time Contractor submitted its Bid, industry-wide strikes with a
direct impact on this Agreement, adverse weather conditions not reasonably anticipatable given
the location, loss of transportation facilities, lockout or commandeering of raw materials,
products, plants or facilities by the government; provided, however, that Contractor shall use
reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall
continue performance hereunder with reasonable dispatch whenever such causes are removed.
Contractor’s economic hardship, increases in tariffs, changes in market conditions, jurisdictional
disputes, increased fuel costs, broken equipment, and equipment malfunction are not
considered Force Majeure Events. Contractor shall provide City satisfactory evidence that non-
performance is due to cause other than fault or negligence on its part.
11.14 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.
11.15 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.
11.16 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.
If to the City:
City of Vernon Attention: Abraham Alemu, General Manager of Public Utilities 4305 Santa Fe Avenue Vernon, CA 90058
If to the Contractor:
Hill Brothers Chemical Company Attention: Frank Alari, Regional Sales Manager 3000 E. Birch St., Suite 108
Brea, CA 92821
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.
11.17 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.
11.18 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.
11.19 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
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.
11.20 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.
11.20.1 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.
11.21 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.
Contractor shall, upon request, promptly deliver the records to the City of
Vernon.
11.22 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.
11.23 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.
11.24 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.
11.25 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].
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 Fandino, City Administrator
Hill Brothers Chemical Company, a California
corporation
By:
Name:
Title:
ATTEST: _______________________________ Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________ Zaynah N. Moussa, Interim City Attorney
EXHIBIT A
CONTRACTOR'S BID
Since
1923
May 26, 2022
City of Vernon
City Clerk
4305 Santa Fe Ave
Vernon, CA 90058
•
O•
3000 East Birch Street ■Suite 108 ■Brea, CA 92821
714.998.8800 ■fax 714.998.6310 n 800.438.81 15 n hillbrothers.com
To Whom It May Concern:
Hill Brothers would like to thank you for the opportunity to bid to supply chemicals to the City's
power plant, Malburg Generating Station (MGS), located at 4963 Soto Street, Vernon, CA 90058.
Our company would like to offer this letter of intent to supply the City with our 19% Aqueous
Ammonia of the highest purity. All elements of the Request for Bid have been reviewed and
understood.
Hill Brothers Chemical is a Western United States based company that for over ninety years
has been supplying a variety of chemical products to both the industrial and construction markets.
Upon award of the business, Hill Brothers agrees to sell and deliver Aqua Ammonia as proposed in
Exhibit D Standard Form Agreement.
If you require any further information, please do not hesitate to contact me.
ly,
Frank Alari
Regional Sales Manager
Hill Brothers Chemical Company
3000 E Birch St, Suite 108
Brea, CA 92821
falari@hillbrothers.com
(714) 579-3333
Corporate HQ
& International Sales
800.994.880
San Jose
800.257. 1920
So. California
840.438.85 15
Phoenix
602.272.9363
Tucson
520.795.935
North Salt Lake
8a0.336.39
City of Vernon
REQUEST FOR BIDS
SUPPLY OF 19% AQUEOUS AMMONIA
FOR THE
DEPARTMENT OF PUBLIC UTILITIES
CITY OF VERNON, CALIFORNIA
4305 SANTA FE AVENUE
VERNON, CA 90058
NOTICE INVITING BIDS
NOTICE INVITING BIDS
for the
Purchase of 19% Aqueous Ammonia
by the
City of Vernon, California
Bids are to be signed and submitted in TRIPLICATE. ONE ORIGINAL AND TWO COPIES of
sealed bids ("Bids" and each, a "Bid") must be received prior to 2:00 p.m., May 31, 2022 ("Bid
Deadline"), by the City Clerk, City of Vernon, 4305 Santa Fe Avenue, Venlon, CA 90058.
All Bids shall be enclosed in sealed envelopes, distinctly marked "Bid" with the title of the
Bid and the bidder's name and address appearing on the outside (each, a "Bid Package").
Bid Packages should be mailed or delivered in person before 2:00 p.m. on the Bid Deadline.
LATE SUBMITTALS WILL NOT BE ACCEPTED. 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 contents (collectively, the "Completed Bid Forms" and the
uncompleted forms, the "Bid Forms") will be made available for public review. Except as
set forth in Paragraph 17 ("Public Record"), the Completed Bid Forms, once removed
from the Bid Packages by the City Clerk, will be a matter of public record.
The Bids shall be clearly titled. Copies of the Bid Forms are available at no charge at the Public
Works Counter, City of Vernon, 4305 Santa Fe Avenue, Vernon, between 7 a.m. and 5:30 p.m.,
Monday tlu•ough Thursday.
City of Vernon Contact Person: Vernon Public Utilities
Attention: Michael Bonfiglio, Operations Manager
Phone: (323) 583 — 8811 ext. 307
Email: mbonfiglio@cityofvernon.org
Mandatory Qualifications for Bidder:
A Bid may be rejected as non-responsive if the bidder ("Bidder") fails to meet the essential
requirements for qualification.
General Scope:
Bidders shall furnish materials and/or equipment as specified above and under the below
conditions:
Other Bidding Information:
Number of Contract days for delivery from date of placement of order: five (5) days.
NOTICE INVITING BIDS
2. Bidding Documents. Bids must be made on the Bid Forms) contained herein.
3. 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 infornlalities, 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.
4. Bid Irrevocability. Bids shall remain open and valid for ninety (90) calendar days after
the Bid Deadline.
Carlos R. Fandino, Jr.
City Administrator
Dated: (Approved as to form by City Attorney)
Published:
NOTICE INVITING BIDS
City of Vernon
Instructions for Bidders
Supply of 19% Aqueous Ammonia
For the Department of Public Utilities
City personnel with whom prospective Bidders will deal with are:
Michael Bonfiglio, Operations Manager, Vernon Public Utilities, 4305 Santa Fe Avenue,
Vernon, CA 90058 (323) 583-8811 Ext. 307.
Bid opening date and time: May 31, 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 9005 8.
Bids must be received by the City Clerk prior to the time set for Bid opening. A bid received by
the City Cleik after the time set for the Bid opening is anon-responsive Bid and shall not be
considered. Except as set forth in Paragraph 17 ("Public Record"), the Completed Bid
Forms, once removed from the Bid Packages by the City Clerk, will be a matter of public
record.
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, bttt once opened and
announced, Bids shall remain open and valid for ninety (90) calendar days after the Bid Deadline.
1. INTERPRETATION OF BIDDING DOCUMENTS AND ADDENDA
A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of
any part of the Notice Inviting Bids, these Instructions, the Bid Forms, or Addenda
(as defined below) (together, 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 con•ection thereof to the City's representative
identified in the Notice Inviting Bids, or other designated individual. All Bidders
shall submit such written t•equests to the 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 the City's Contact Person identified in the
Notice Inviting Bids.
Any response (i.e., interpretation or correction) will be made only by written
addendum ("Addendum") issued by the City and a copy of such Addendum will be
delivered to all Interested Bidders (defined below) of record. Any Addenda so
issued must be acknowledged in the Bid and the cost of any additional equipment
INSTRUCTION TO BIDDERS
or modification thereto as a result of the Addenda shall be included in the Bid.
Bidder's failure to acknowledge receipt of all Addenda inay result in rejection of
the Bid as nonl•esponsive. 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 Bidding Documents, 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.
2. OBTAINING BIDDING 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 Bidding Documents ("Interested Bidders"). Only Interested Bidders will
receive Addenda, if so issued.
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 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 mailed, 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.
INSTRUCTION TO BIDDERS
4. 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 sections) listed above in B-D,
based on their applicable situation.
BID FORMS —SCHEDULE OF BID PRICES
A. The Bidder shall include in his/her Bid prices) any and all expense or costs that
may be necessary to complete the delivery in accordance with the requirements of
the Contract. The cost of all mobilization and/or preparatory work for the shipment
of equipment and/or supplies 111USt be included in the Bid, and no extra
compensation will be paid to Bidder.
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
SUIll, as the case may be, for which he/she proposes to supply materials and
equipment. 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 persons)
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
INSTRUCTION TO BIDDERS
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."
E. For price-volatile commodities, Bidder has the option to submit the indicated
Unit Price which shall be the initial or basis price of the commodity at contract
start, subject to the provisions herein. Pursuant to Vernon Municipal Code
Section 3.32.220 (C), any compensation rates to be paid by the City may not
be increased during the term of a contract except where external factors
significantly affect costs and rates during the term of the contract, and any
such increase must be directly tied to the most appropriate index or cost-of-
living rate or a pass through of increased costs charged to the contractor.
Bidder shall provide a proposed price adjustment calculation based on the
United States Department of Labor's Bureau of Labor Statistics, Producer
Price Index (PPI), for Chemicals and Allied Products, Industrial Chemicals
(WPU061) or other appropriate, publicly available index. It is the City's sole
discretion to determine whether any proposed index, other than the one
specified herein, is appropriate for price adjustments. If a different index is
proposed, the proposed index shall be submitted with the bid. Bidder shall
provide an example calculation of applied price adjustment. The data used for
any proposed adjustment shall be the most current at the time of proposed
adjustment. To be clear, proposed price adjustments can be positive or
negative to pricing.
F. Bidder shall indicate the period of proposed price adjustment (e.g., quarterly,
yearly, etc.). The period of proposed price adjustment shall not be less than
quarterly.
G. Invoices shall include basis price, current indices and the proposed price adjustment
calculation. Price adjustments must be mutually agreed upon.
6. BIDDER'S 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."
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. 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 furnishing and delivery performance
under other contracts, financial condition, reputation in the industry, and other
INSTRUCTION TO BIDDERS
factors which could affect the Bidder's fulfillment of the request.
7. BIDDER'S AFFIDAVIT OF NON-COLLUSION
An Affidavit ofNon-Collusion in the form attached to this Notice Inviting Bids as Exhibit
A, 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.
8. 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.
9. PRICES AND PAYMENTS
Approximate quantities
comparing Bids, and no
therein, actual or relative.
INSTRUCTION TO BIDDERS
listed in the Schedule of Bid Prices are estimates given for
claim shall be made against the City for excess or deficiency
10. 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 five (5) calendar
days from the date of the notice awarding the Contract. Authorization of a substitution is
solely within the discretion of the City.
(a) Brand Name or Egztal. Specifications may refer one or more brand name
products followed by the words "or equal." "Or equal" submissions will not necessarily be
rejected because of minor differences in design, construction, or features which do not affect the
suitability of the product for its intended use, except in those instances where the product is
designated to snatch others in use on a particular itnproveinent either completed or in the course
of completion. The burden of proof that the product is equal for the intended use is on the
Bidder.
(b) Items Must be New and Current. Unless otherwise specified, the items offered
shall all be new and the latest model, make, or manufacture, and free from defects and
imperfections.
(c) Bids on Alte~•~Tate Items. When any Bidder offers an alternate item for
consideration, the Bidder will give complete specifications, name the brand and demonstrate that
the alternate item is equal. The City reserves the right to reject any alternate item which it
determines is not equally suitable for the specified purpose. The burden of proof is on the
Bidder.
11. 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.
12. 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-
stainped and time-stamped by the City upon receipt. Withdrawn Bids Inay be resubmitted
before the Bid Deadline provided that they are in full conformance with these Instructions
to Bidders. Once submitted and opened, 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 seg. 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.
INSTRUCTION TO BIDDERS
13. 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 City Clerk, 4305 Santa Fe Avenue, Vernon, CA 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 in•egularities 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 15 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
2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material
respects, to the Bidding Requirements and Bidding 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 Bidding 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 delivery of the equipment covered
by the Bid including, but not limited to, the experience of the Bidder in
supplying and delivery of equipment and materials 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 delivery of equipment or
materials, conduct and performance under other contracts, financial
condition, reputation in the industry, and other factors which could affect
the Bidder's fulfillment of the request.
A. Tie Bids. If two or more Bids meeting the specifications and other
requirements of the Bidding Documents are tied for low price, the Bids
will be treated as follows:
(i) if there is a significant difference in the responsibility of the
INSTRUCTION TO BIDDERS
Bidders (including ability to deliver in the quantity and at the time
required), the award will be made to the Bidder who is deemed to be the
most responsible.
(ii) if there is no significant difference in the responsibility of the
Bidders, but there is a difference in the quality of the equipment or
materials offered, the Bid offering the best quality of services will be
accepted.
(iii) if there is no significant difference in the responsibility of the
Bidders and no difference in the quality of the items offered, the Bid
offering the earliest delivery time will be accepted in any case in which
the Bid information specified that the needs of the City require delivery as
early as possible. In all other cases, delivery time will not be considered in
making awards so long as the Bidder states delivery will occur not later•
than the time specified in the Bid information as the latest acceptable
delivery time.
(iv) if the Bids quoting the same price are equal in every respect, the
award inay be split or made by lot.
14. 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.
15. BASIS OF AWARD
A. A standard form services agreement, attached hereto as Exhibit D, will be awarded
to the lowest responsive and responsible Bidder meeting all requirements set forth
in these Bidding Documents. Bidders responding to this Notice Inviting Bids are
strongly advised to review all the terms and conditions of the Agreement.
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.
16. EXECUTION OF STANDARD FORM SERVICES AGREEMENT
Within fourteen (14) calendar days after being notified by City that it has been awarded
the Agreement, Bidder shall deliver to the City the following documents:
A. Two (2) copies of the Agreement, properly executed by Bidder and, if Bidder is a
corporation, evidence of its corporate existence and that the persons signing the
Agreement are authorized to do so. City will provide Bidder with the appropriate
signature requirements.
INSTRUCTION TO BIDDERS
B. Properly executed policies of all of the following insurance documents pursuant to
Section 10 of the standard form services agreement: (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 Agreement and return a fully executed copy to Bidder
for its files.
17. PUBLIC RECORDS
City seeks to conduct its business openly. 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 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, Vines, 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.
18. 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. 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. Bidders expressly agree to comply
INSTRUCTION TO BIDDERS
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. Bidder certifies and represents that during the
performance of this Contract, it and any other parties with whom it may
subcontract shall adhere to equal employment opportunity practices to assure
that applicants, employees and recipients of service are treated equally and
are not discriminated against because of their race, religion, religious belief,
color, national origin, citizenship, ancestry, disability, sex, age, medical
condition, pregnancy, sexual orientation or marital status. Bidder certifies that
it will not maintain any segregated facilities.
Bidder shall comply with all applicable Federal and California laws including, but
not limited to, the California Fair Etnployment 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.). Bidder
shall require like compliance by all Subcontractors employed on the Work.
19. BID PROTEST PROCEDURES
A. Any Bidder submitting a Bid directly to the City and eligible for award of the
Contract inay 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 Bidding
Documents is filed with the City prfor to the Bid Deadline;
3. All other protests are to be filed and received by the City no more than eve (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's 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.
INSTRUCTION TO BIDDERS
[END OF DOCUMENT]
INSTRUCTION TO BIDDERS
Hill Brothers Chemical Company
STATEMENT OF QUALIFICATIONS
Hill Brothers Chemical is a Western United States based company that for over ninety years
has been supplying a variety of chemical products to both the industrial and construction
markets including Ammonia Products, Calcium Chloride, Magnesium Hydroxide Products, Bleach
& Chlorine Products, Acid &Alkali Products, Decking &Sealers on our Desert Brand Product line.
Our Expertise
Hill Brothers Chemical Co. has been committed to the chemical industry since 1923, we know
that supporting more than just product supply is what the ammonia industry requires. We
provide environmentally safe high quality Pump Out services for bulk containers, storage tanks,
and refrigeration systems.
Our Vision
We believe that a caring culture can lead to greater value and make the roads of those
we touch smoother today than they were yesterday. Hill Brothers serves to make our
part of the world cleaner, healthier, safer, and more pleasant through our quality
chemical products, personalized service, and creative solutions in areas where we have,
or can develop, leverageable expertise.
Our Team
Every Hill Brothers' employee carries a responsibility for his or her contribution to the overall
quality effort. Collectively, our quality goal is total customer satisfaction. How each person
performs his or her job directly impacts the satisfaction of our customers. Input of the quality
our product can be taken from every perspective, thus keeping our strongest asset, our
customer, as our first priority.
AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR
STATE OF CALIFORNIA
ss
COUNTY OF S )
~~!'~tn°Jt.
Patricia Santana ,being first duly sworn deposes
and says that he/she is Corporate Secretary
(Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title)
of Hill Brothers Chemical Company
(Insert name of bidder)
who submits herewith to the City of Vernon a bid/proposal;
That all statements of fact in such bidlproposal 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 oz• 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 bidlproposal price of said bidder or of anyone else, or to raise or
fix any overhead, profit or cost element of hislher bidlproposal 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 ru;uer penalty of perjury that the above information is correct
,.
E}~._ ~~-c~k~~, Title: ~ ,v c C~ o c c~~ e_ c c e ~~c
~f •.~ vate:_;~ ~~~ ao as A~tach~d Ca{irorn~~
No~~ry Form
Per C~jli~~~r~ia La~~:~
March 2013
CALIFORNIA JURAT
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 o~~~ }
~~ Subscribed and sworn to (or affirmed) before me on this ~ day of
~1 Date
by ~ C l ~. ~G. ~` t~~
Name of Signers
~~'~
Month Year
proved to me on the basis of satisfactory evidence to be the person) who appeared before me.
5~-~`-.-` Tti ROSS LEE GUiNQON
r j Notary Public -California ~ Z ~ 'c `- ~ Orange County ~ r Commission ~ 2262025
~ `L ' r My Comm. Expires Nov 7, 2022 ~°<t~p4H~ Signature:
Signature of Notary Public
Seal
Place Notary Seal Above
___________moQad000a~000a~oo_____________mao~000~oo ppT10NAL ~~~~~~~~~~a~_____mQQaQaa~QoaQa~Qoaoao~~e___________
Though this section is optional, completing this information can deter alteration of the document or fraudulent
attachment of this form to an unintended document.
Description of Attached Docume ~~t
Title or TyNe of Document: 'G~ J r
Document Date: ~ ~"' C~
Number of Pages:
Signers) Other Than Named Above:
~kx► ~ PvCC~J.`~
Since
1923
HILL BROTHER . o.
1675 NORTH MAIN STREET • ORANGE, CALIFORNIA 92867-3499
(714) 998-8$00 FAX: (714) 998-6310
www. h i l l brot hers. co m
I, Thomas F. James, Chairman of the Board of Hill Brothers Chemical Company a Corporation,
organized and existing under the laws of the State of California, do hereby certify that, at a
meeting of the Board of Directors of said corporation, duly held on the 12th day of December,
2019, at which a quorum was present and acting throughout, the following resolution was
adopted:
"Let it be resolved that the Board of Directors is hereby authorized and approved to grant signing
and authority to conduct business to any one of the following person(s):
Mr. Adam C. Hill, President and CEO
Mr. Thomas F. James, Chairman and CFO
Ms. Patricia Santana, Corporate Secretary
The foregoing signing and authority granted shall include, but shall not be limited to, the
execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations,
certificates, and other instruments of whatever nature entered into by this Corporation.
The undersigned hereby certifies that she is the duly elected and qualified Secretary and the
custodian of the records and seal of Hill Brothers Chemical Company, Inc. a corporation duly
formed pursuant to the laws of the state of California, and that the foregoing is a true record of a
resolution duly adopted at a regular meeting of its Board of Directors and that said meeting was
held in accordance with state law and the Bylaws of the above-named Corporation on Thursday,
December 12, 2019 and that said resolution is now in full force and effect without modification
or rescission."
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the
corporate seal of the above-named Corporation this 12~' day of December, 2019.
Thomas F, nes
Chairman of the Board
J ~ , ~,~
i~:~'>
133 }1)1)i~~ ~~ ~'>
') )~ F ~)
] i ~, _h~ ~ ..s
i7 ) ~ \, ~ ;
Patricia Santana '~;~~ ,~' ~ ~> >> ~
Corporate Secretary ~ ' ~:~'~ '-' ~ ~'' `' ~'~
>>~11)?)lllll>>~~
~
SO. CALIFORNIA •SAN JOSE •PHOENIX • TUCSON e NORTH SALT LAKE
Client#: 28852 HILLB
ACORD,~., CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
5/26/2022
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 any rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Allen Lawrence &Assoc. LLC NAMEACT Veronica Sognalian
P"o"E - g18 710-3420 F'°`X 818 710-3421 eXc : ,vc, No License OK07568 E-MIAILo
,aooRess: vsognalian@allenlawrence.com
7033 Owensmouth Avenue
Canoga Park, CA 91303-2006
INSURERS) AFFORDING COVERAGE NAIC #
iNsuReR a :Westchester Surplus Lines Ins Co 10172
INSURED iNsuRER s :Berkshire Hathaway Homestate Insurance 20044 Hill Brothers Chemical Company INSURER C Ace American Ins. Co. 22667
3000 E. Birch St; Suite 108
Brea, CA 92821 INSURER D
INSURER E
INSURER F
COVERAGES CERTIFICATE NUMBER: 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
INSR
SUER
VWD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS
A X COMMERCIAL GENERAL LIABILITY G2714598A009 8/01 /2021 08/01 /202 EACH OCCURRENCE $ ~ ~OOO~OOO
CLAIMS-MADE a OCCUR PREMISESa oNcur ence 530 ~~~
X MED EXP (Any one person) $ 25,000 BI/PD Ded:
PERSONAL 8 ADV INJURY S ~ ,000,OOO
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 3~000~000
PRO-
POLICY X JECT ~ LOC PRODUCTS -COMP/OP AGG S 3~000~000
S OTHER:
(`, AUTOMOBILE LIABILITY H08455582009 08/01 /2021 08/01/202 COMBINED SINGLE LIMIT
Ea accident S5,~~~,~~~
BODILY INJURY (Per person) S X ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident) $
PROPERTY DAMAGE Per accident ~ X HIRED NON-OWNED AUTOS ONLY X AUTOS ONLY
A 627146028009 08/01 /2021 UMBRELLA LIAR X occuR 08/01/202 EACH OCCURRENCE $~ Q ~~~ 000
~( AGGREGATE $~ O OOO OOO EXCESS LIAR CLAIMS-MADE Excess Over
DED X RETENTION SO S GL/POL/WC ONLY
B WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y ~ NOFFICER/MEMBER EXCLUDED? ~ N I A
HIWC320429 6/01/2022 06/01/2023 X PER OTH-
E.L. EACH ACCIDENT $~ OOO OOO
E.L. DISEASE - EA EMPLOYEE $~,000,~0~ (Mandatory in NH)
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 5~ ,000,OOO
A Contractors G2714598A009 8/01/2021 08/01/2022 $1,000,000 Ea Pollution
Pollution Liab Condition
Ded: $10,000 Ea Pol Con
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
The City of Vernon, its directors, commissioners, officers, employees and volunteers are included as
Additional Insured under the General Liability and Automobile policies as their interest may appear, as
required by written contract. Waiver of Subrogation applies to the Workers' Compensation policy.
~:tK I Itl(:A I t F1VLUtK (:AN(:tLLA I IUN
City of Vernon
4305 Santa Fe Ave
Los Angeles, CA 90058
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
~,~
O 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S470796/M469659 VLS
CHUBS°
Named Insured Endorsement Number
Hill Brothers Chemical Company
Policy Symbol Policy Number Policy Period Effective Dete of Endorsement
G2714598A009 08/01 /202 t~ 08/01 /2022 08/01 /2021
Issued By (Name of Insurance Company)
Westchester Surplus Lines Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED ENDORSEMENT
OWNERS, LESSEES ORCONTRACTORS —SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE
CONTRACTOR'S POLLUTION LIABILITY COVERAGE
SCHEDULE:
Name of Person or Organization:
Where required by written contract.
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
A. SECTION II -WHO IS AN INSURED is amended to include as an insured the person or organization shown in
the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured.
B. With respect to the insurance afforded to these additional insureds, the following exclusion is added:
2. Exclusions
This insurance does not apply to bodily injury or property damage occurring af#er:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project
(other than service, maintenance or repairs) io be performed by or on behalf of the additional insured (s)
at the site of the covered operations has been completed; or
(2) That portion of your work out of which the injury or damage arises has been put to its intended use by
any person or organization other than another contractor or subcontractor engaged in performing
operations for a principal as a part of the same project.
ENV-3100 (08-04) includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1
CHUBB~
Named Insured Endcxsomont tJumbOr
Hiil Brothers Chemical Company
Policy SymboV Policy Numbor Policy Period Efloctivo Dato of Endorsement
G2714598A009 08/01/2021 t~ 08/01/2022 08/01/2021
Issued By (Npmn of Insure~ce Company)
Westchester Surplus Lines Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED ENDORSEMENT —PRODUCTS-COMPLETED OPERAT[ONS HAZARD
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLQWING:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
CONTRACTOR'S POLLUTION LIABILITY COVERAGE PART
SCHEDULE
Where required by written contract.
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
Section II —Who Is An Insured is amended to include as an additional insured the persons) or organ~zation(s)
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 performed for that additional insured and included in the products-completed operations
hazard.
All other terms and conditions remain the same.
ENV-3225 (10-48) Chubb. 2016. All rights reserved. Page 1 of 1
AUTOMATIC ADDITIONAL INSURED ENDORSEMENT
Number
Hill Brothers Chemical Company
Policy Symbol Policy Number Policy Period Fff~;ctive Date of ~ndprsement
H08455582009 08/01 /2021 t0 08/01 /2022 08/01 /2021
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number.. The remainder of the information is to be completed only when this endorsement is issued subsequent to the pceparaGon of the policy
THIS ENDQRSEAAENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
SECTION II -LIABILITY COVERAGE, WHO IS AN INSURED is amended to include as an "insured" any person or
organization you are required in a written contract ar agreement to name as an Additional Insured on your policy but only
for "bodily injury" or "property damage" to which this insurance applies if the "~ccidenl" is caused by:
1, You, while using a covered "auto" or
2. Any other person, while using a covered "auto" with your permission.
The insurance provided by this endorsement shall be subject to the following additional condition:
1. The Limit of Insurance provided for the Additional Insured shall not be greater than those required by contract
and, in no event, shall the policy Limits of Insurance be increased by the contract.
2, All insuring agreements, exclusions, terms and conditions of the policy shall apply to the coverage (s) provided to
the Additional Insured, and such coverage shall not be enlarged or expanded by reason of the contract.
3. Coverage provided by this endorsement shall be excess over any other valid and collectible insurance available
to the Additional Insured (s) whether primary, excess, con(ingent or on any other basis unless the contract
specifically requires that this insurance be primary or you request that it apply on a primary basis prior to loss.
Authorized Representative
DA-6Z04a (06/14) Page 1 of 1
106
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
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.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Blanket Waiver
Person/Organization: Blanket Waiver -Any person or organization for whom the Named
Insured has agreed by written contract to furnish this waiver.
Job Description
All Operations
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective: 06/01/2022 Policy No.: HIWC320429 Endorsement No.:
Insured: Hill Brothers Chemical Company Premium $
Insurance Company: Berkshire Hathaway Homestate Ins Co
WC 00 03 13 Countersigned by
(Ed. 4-84)
O 1983 National Council on Compensation Insurance
SPECIFICATIONS AND SCOPE OF SERVICES
1. General
a. Vendor to provide bulk 19% Ac~ueous Ammonia, transportation, and delivery
to the City's power plant, Malburg Generating Station (MGS), located at 4963
Soto Street, Vernon, CA 90058.
b. Nineteen percent (19%) Aqueous Ammonia prices to be quoted per gallon.
Quote shall include itemized freight per trip charge and taxes. Quote shall
include a certified analysis of the aqueous ammonia production lot.
2. Specifications
. a. Formula: 19% Aqueous Ammonia (Ammonium Hydroxide)
b. Percent weight: 18.5% to 19.5%
c. Specific gravity at 60 degrees Fahrenheit: 0.9309 to 0.9278 at 60°F
d. Appearance: colorless, clear, free from particulate.
Anal sis Result S eci~cation
Ammonia 19% 18.5% — 19.5%
Content/Assa
Appearance Colorless, clear, free Colorless, clear, free
from articulate from articulate
Specific Gravity 0.9282 60°F 0.9309 — 0.9278 @
60°F
e. Aqueous ammonia shall contain no substances in quantities capable of
producing deleterious effects on the generation equipment when properly
applied.
f. Aqueous ammonia shall not contain specific impurities more than the
following limits, measured in total (dissolved and non-dissolved) form, and
unfiltered.
Im urities Maximum Limit
Residue after i nition 0.002 % 4-ounce sam le
Carbon dioxide CO2 0.002 % 4-ounce sain le
Chloride (C1) 0.5 m
Phos hate PO4 2 m
Total Sulfur (as SOa) 2 ppm
Nitrate NO3 2 m
Heavy metals (as Pb) 0.5 m
Iron Fe 0.2 m
Substance-reducin erman anate To ass test
g. The vendor is responsible for all testing and documentation required to assure
that the product delivered meets all specifications. The supplier shall provide
the delivery location with a current Safety Data Sheet (SDS) prior to or
concurrent with the delivery of the product. The City will not accept any
product without proper documentation. The City reserves the right to sample
INSTRUCTION TO BIDDERS
and test all products at time of delivery. Visible signs of contamination at time
of delivery will result in the product being rejected. Should laboratory testing
determine the delivered product failed to meet specifications, the City shall
have the option of having the supplier remove the inadequate chemical from
the storage tank and replace with chemical that meets the specifications.
Supplier is responsible for removing non-compliant chemical and replacing it
with fresh chemical meeting the specifications.
3. Transportation and Delivery
a. All shipments of Aqueous Ammonia shall conform to US Department of
Transportation (DOT) regulations for marking and handling. Transportation
and delivery of Aqueous Ammonia shall be performed in accordance with all
applicable laws, regulations, and comply with the City's site-specific
ammonia delivery safety plans and procedures.
b. As part of the California Energy Commission (CEC) Decision, which
oversees various operational requirements of the facility, the selected vendor
will be required to utilize the specified and approved delivery route contained
therewithin. Condition of Certification Trans-8 states "The City of Vernon
shall only use the preferred and alternate truck travel routes for deliveries of
aqueous ammonia to the MGS site. The preferred route shall be from
Interstate 710, exiting at the Bandini Boulevard. Trucks will then travel west
along Bandini Boulevard, south on Soto Avenue, and finally west on 50th
Street to the MGS. In the event that conditions are such that the City and CEC
determine that the preferred route is not the safest route, the City shall direct
aqueous ammonia deliveries to the MGS along the following alternative route.
Delivery trucks shall travel along Interstate 5, exiting at Garfield Avenue.
Trucks will then travel west along Telegraph Road, south on Garfield Avenue,
west on Bandini Boulevard, south on Soto Avenue, and finally west on 50th
Street to the MGS."
c. Deliveries shall be made between 7:00 a.m. and 5:00 p.m. Mondays through
Fridays, excluding holidays, unless agreed upon by both parties in advance of
delivery.
d. Upon placement of each order, Aqueous Ammonia shall be delivered to the
City within five (5) calendar days, excluding holidays. This product will be
used in a highly regulated process. Prompt delivery is required. The supplier
of the product must provide prior notification if inconsistencies in delivery
times are expected for any reason.
e. The City estimates 15 deliveries per year with an estimated delivery quantity
of 3,500 to 4,500 gallons of Aqueous Ammonia per delivery.
f. The product must be delivered by equipment that has the capability to safely
transfer the product to the facility's Aqueous Ammonia storage tanks. Vendor
will provide and connect all hoses for Aqueous Ammonia transfer and storage
tank vapor removal.
g. Drivers and delivery personnel must demonstrate safe work practices
appropriate to the product they are delivering and are expected to provide their
own Personal Protective Equipment (PPE). Delivery personnel must have the
INSTRUCTION TO BIDDERS
ability to inspect the tank before and after delivery to detect any problems
with the tank.
h. All delivery personnel shall be trained about the specific properties and
hazards of the product and utilize appropriate PPE while at the City's facility.
i. Payment will be based on per-gallon-delivered for the Aqueous Ammonia.
INSTRUCTION TO BIDDERS
5~ ._ ~ .~
i, ' (.}~~~:,~ 7~ ~~.~a~:~ u~ ~~cirztc~s~~~r C~t)Jtlll-11~1t1L'~t~
CI:RTIFICAT'E OF ANA1~'Y~1S
Aqua AmmoniA
NATIONAL CEMENT CO. MAY 26, 2022 ti~~lci "('u: t?atr:
5 MILES rAST OF 1.5 bFf HWY 13B 30156-052419
~flt~) ~C~O: ~iAll'~l r:
i..~~~<<~~~~~: LEBEC, CA 93243 x`t., ~,~#: 104912
t~river : CESAR ACHTMANN Se1~~ # : 25~ 0
~.~~l,~ : 4047 ~~a~ ~ : 2511
•r~•~<<~~~ i.« : A014207 s~~~~ # : 2512
Tzinkci• t,ic ; 4BG 1310
P~tcica,~„e Quaniify
BULK 6,000
This is to certify thHt the above shipment wus produced in com~lianre ~sith current Goad rnan~fi~cturin;; ('r:~cHces (c~;i~7N) end meets
~►r rxcecd+ the sts~nd~rds set forth hcluH. inctudin~ VSi' Standard !~0 sii~d the food Cfiemlcat ('udex standards (ACC) a~lfcn
~onrentrutions ure bet~~•cen 27'% and 30'% anhvdruus ummuuiH. .~. - ~~~ ,~
Aqua Ammonif~ Analysis° Snccificatiun (°/n Ott_, b~- ~~~r.)
Assay. "S~ N! t; Uy w~. 19.2 19.0"U min ar 29.45`io (2ti"f3c:) ii~in
S~~c;ci(ic: Gravity, c~~rrc;c4c.~a tc~ (~0,;1; .9~$
p~,~,~aranc~ Clear. Water White
~'arbar~ Dioxide 2~ n~ax ~3Q p~.,m
C"Itil~~ri:fc 0.5 mux •=().i pp~t~
f~ luc~ri~l~ U.S mix • ~U.~ ppm
-I~;~vy Mr~als (a, f'b) U.5 iiiax •~t).5 n{'m
Irc~t~ 0.2 tnax ~=0? ~~~in
('I~o~~~hatr 2.0 ntex `:~,Q (~f'm
~ulfatc U.S n~ax •-:i).S slim
Rcaicluc un Ibiiitiuii 20 max `~~ hpt~~
SllL~ti(Jtll'C R~(!LlCIIIL I~CC(11i1I1t;811ii1C Piss ~'~~~4
Maxitnutn use ►c~•ct for Amrrtoiiium llydroxide under NSI~/ANSI Slendar<i L~U
f 1 Amn►oniuni N,ydroxidc l9`Y~~ Maximum ue+e 26 Ong/L NSE 'lmmoniu:n fiydrvxide 2U`i~ Mex~mum usr 25 m~{/L
Amrtioniun~ Hydr~~~icir. ?9.454, ~1~sximu~n nsc 17 mg/L 0 Tested by Htll }iruthCi'S C'hcit~tC~tl (~0.
Arrunonium li,ydro~idc 26'bc h1a.+citnuin usr 17u~;t/L _._ ..._ _ :1~~mr~ni~:m I~it~droxidc 2Q.S~s~, ^ hlnximum use 7.0 rn~/1,
•:,;t~r~~~:t%, •iVSF rcrtific:iti~>n f+~r 7.•~.S`r:~ r~p~slirs to Agti:a :1n~~notii~ prod~ircd xt tl:i~ Sfir~
.JO,c r il~' only.
('t~. ~I'll)I.:N77~IL: '1'lti,s C't~r1r/icutf- r~~.411cr/j~.ci,~ .ti•/lnulr! c►~~~t' hc~ u.cc~r! jur tfr~~ rtrslr~nre~r'.~~ iulc>>•itul rise.
~l~ AQUA TECH
f h~~ c~ Signature Title
15U l 7 E C1.3rk Ave a C:iiy ot~ li7diistry, C'.aliforni~ 917 5
(8U())-322-~ 1 l9 • 626} 333-2251 •FAQ; (f~?(~) 33(.)-~),'i;ii
flttp://hilibrulhc:l~s.coi7~
E~c.v (~. Obi/'?:3/lUl:i
SCHEDULE OF BID PRICES
The estimated quantities indicated in the Schedule of Bid Prices are estimates for bidding
purposes only. The City may decrease or increase supply requirements as needed.
Item Description Units of Quantity Unit Price Total
No. Measurement
1 Supply of 19% Aqueous Gallons 70,000 $1.94 $135,800
Ammonia
WRITTEN TOTAL One Hundred Thirty Five Thousand Eight Hundred
For price-volatile commodities, the indicated Unit Price shall be the initial or basis price of
the commodity at contract start, subject to the provisions herein. Pursuant to Vernon
Municipal Code Section 3.32.220(C), any compensation rates to be paid by the City may
not be increased during the term of a contract except where external factors significantly
affect costs and rates during the term of the contract, and any such increase must be
directly tied to the most appropriate index or cost-of-living rate or a bass through of
increased costs charged to the contractor. Bidder has the option to submit a proposed price
adjustment calculation based on the United States Department of Labor's Bureau of Labor
Statistics, Producer Price Index (PPI), for Chemicals and Allied Products, Industrial
Chemicals (WPU061) or other appropriate, publicly available index. It is the City's sole
discretion to determine whether any proposed index, other than the one specified herein, is
appropriate for price adjustments. If a different index is proposed, the proposed index
shall be indicated in the bid. An example calculation of price adjustment must be submitted
as part of the bid. If an example price adjustment calculation is not provided, the unit price
will be assumed to be fixed for the entire contract term. To be clear, price adjustment can
be positive or negative to pricing. Bidder shall indicate the period of proposed price
adjustments (e.g., quarterly, yearly, etc.). The period of proposed price adjustment shall
not be less than quarterly. The data used for any proposed adjustment shall be the most
current at the time of proposed adjustment. Price adjustments must be mutually agreed
upon.
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 work, are considered to be included in the
above bid items.
In the case of a unit price item, the amount set forth as the item total shall be the product of the
estimated quantity multiplied by 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. Incase of discrepancy between the total
expressed in figures and the written total, the amount written in words shall govern.
INSTRUCTION TO BIDDERS
EXHIBIT B
SCHEDULE
SCHEDULE OF BID PRICES
The estimated quantities indicated in the Schedule of Bid Prices are estimates for bidding
purposes only. The City may decrease or increase supply requirements as needed.
Item Description Units of Quantity Unit Price Total
No. Measurement
1 Supply of 19% Aqueous Gallons 70,000 $1.94 $135,800
Ammonia
WRITTEN TOTAL One Hundred Thirty Five Thousand Eight Hundred
For price-volatile commodities, the indicated Unit Price shall be the initial or basis price of
the commodity at contract start, subject to the provisions herein. Pursuant to Vernon
Municipal Code Section 3.32.220(C), any compensation rates to be paid by the City may
not be increased during the term of a contract except where external factors significantly
affect costs and rates during the term of the contract, and any such increase must be
directly tied to the most appropriate index or cost-of-living rate or a bass through of
increased costs charged to the contractor. Bidder has the option to submit a proposed price
adjustment calculation based on the United States Department of Labor's Bureau of Labor
Statistics, Producer Price Index (PPI), for Chemicals and Allied Products, Industrial
Chemicals (WPU061) or other appropriate, publicly available index. It is the City's sole
discretion to determine whether any proposed index, other than the one specified herein, is
appropriate for price adjustments. If a different index is proposed, the proposed index
shall be indicated in the bid. An example calculation of price adjustment must be submitted
as part of the bid. If an example price adjustment calculation is not provided, the unit price
will be assumed to be fixed for the entire contract term. To be clear, price adjustment can
be positive or negative to pricing. Bidder shall indicate the period of proposed price
adjustments (e.g., quarterly, yearly, etc.). The period of proposed price adjustment shall
not be less than quarterly. The data used for any proposed adjustment shall be the most
current at the time of proposed adjustment. Price adjustments must be mutually agreed
upon.
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 work, are considered to be included in the
above bid items.
In the case of a unit price item, the amount set forth as the item total shall be the product of the
estimated quantity multiplied by 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. Incase of discrepancy between the total
expressed in figures and the written total, the amount written in words shall govern.
INSTRUCTION TO BIDDERS
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.
City Council Agenda Item Report
Submitted by: Joanna Moreno
Submitting Department: Public Utilities
Meeting Date: June 21, 2022
SUBJECT
Services Agreement with Nalco Water for Chemical Water Treatment Services for Malburg
Generating Station
Recommendation:
A. Approve and authorize the City Administrator to execute a Services Agreement with
Nalco Water, in substantially the same form as submitted, for Water Treatment Chemical
Services for the Malburg Generating Station for a total amount not to exceed
$1,124,717, for a three-year term; and
B. Authorize a contingency amount of $112,470 in the event of price volatility, and grant
authority to the City Administrator to amend the total contract value by an amount up to
the contingency amount, if necessary.
Background:
On November 16, 2021, City Council adopted Resolution No. 2021-41 approving a Purchase
and Sale Agreement with Bicent (California) Malburg LLC for the acquisition of the Malburg
Generating Station (MGS). Accordingly, the City now owns and operates the MGS power
plant. To avoid any damage to crucial equipment, and to avoid any operational disruptions as
a result of the transfer of ownership of MGS, Vernon Public Utilities (VPU) identified an urgent
need to leverage the services of a contractor with expertise and ability to provide the
chemicals and equipment to produce the exact water chemistry required at MGS.
Consequently, on December 15, 2021, City Council approved a short-term agreement, for the
period of December 15, 2021 through June 30, 2022 for the procurement of chemical water
treatment services at MGS. This provided staff sufficient time to conduct its own analysis to
determine how to best meet the needs of the MGS operations in the long-term.
MGS requires chemical water treatment services consisting of chemical supply, chemical
program oversight, and staff training. The power plant equipment requires exact water
chemistry tailored to MGS. Any adverse changes to the water chemistry can lead to significant
deterioration of vital system components. As such, procuring the services of an experienced,
competent consultant is crucial to a successful, cost-effective chemical program.
On May 16, 2022, the City Administrator authorized the issuance of a Request for Proposals
(RFP) to seek proposals from consulting firms to provide Chemical Water Treatment Services
for MGS. In accordance with Vernon Municipal Code Section 3.32.080 regarding competitive
selection, staff issued the RFP on May 16, 2022. The RFP was posted on the City’s
procurement website, PlanetBids, and staff directly notified five prospective consulting firms.
As a result of the outreach efforts, two proposals were received on the May 26, 2022 deadline.
Proposals from Nalco Water (Nalco) and KAAM Group were thoroughly examined by an
Evaluation Committee in which an assessment of each proposal was made based on
experience, qualifications, references, responsiveness, and cost.
Based on the evaluation results, Nalco demonstrated the highest competence to provide the
necessary chemical water treatment services. Accordingly, staff recommends the Council
approve the proposed agreement with Nalco.
Nalco provided two different pricing options for the City’s consideration: (1) higher commodity
chemistry base cost with annual adjustments to all pricing elements, and (2) lower commodity
chemistry base cost with quarterly adjustment to commodity chemistry pricing and annual
adjustments to pricing for specialty chemicals and for services. All adjustments would be
based on the most appropriate publicly available indices. VPU staff analyzed the options and
determined that option number two is the most cost-effective option. Due to potential volatility
in price indices, VPU staff proposes a contingency amount at approximately ten percent (10%)
of the total contract value.
The proposed agreement has been reviewed and approved as to form by the City Attorney’s
Office.
Fiscal Impact:
The fiscal impact of the proposed three-year agreement is $1,124,717, plus the contingency
amount of $112,470, for a total not-to-exceed amount of $1,237,187. Sufficient funds for water
treatment chemical services are available in the Electric Fund, Malburg Generating Station
Generation Expense Account No. 055.9190.500230 for Fiscal Year (FY) 2022-23. Funds will
be appropriately budgeted in FY 2023-24 and FY 2024-25.
Attachments:
1. Services Agreement with Nalco Water
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND NALCO COMPANY LLC FOR CHEMICAL WATER TREATMENT SERVICES FOR THE MALBURG GENERATING STATION COVER PAGE
Contractor: Nalco Company LLC
Responsible Principal of Contractor: Ravi Raghavapudi, Vice President Notice Information - Contractor: Nalco Company LLC
1601 West Diehl Rd. Naperville, Illinois 60563
Attention: Industrial Sector General Counsel Notice Information - City: City of Vernon 4305 Santa Fe Avenue
Vernon, CA 90058 Attention: Abraham Alemu, General Manager of Public Utilities Telephone: (323) 583-8811 ext. 250
Commencement Date: July 1, 2022
Termination Date: June 30, 2025
Consideration: Total not to exceed $1,124,717 (includes all applicable sales tax); and more particularly described in Exhibit C
Records Retention Period Three (3) years, pursuant to Section 11.20
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND NALCO COMPANY LLC FOR CHEMICAL WATER TREATMENT SERVICES FOR THE
MALBURG GENERATING STATION
This Agreement is made between the City of Vernon, a California charter City and
California municipal corporation (“City”), and Nalco Company LLC, a Delaware limited
liability company (“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 June
21, 2022.
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 May 16, 2022, and titled
Request for Proposals for Chemical Water Treatment Services for the Malburg Generating Station, and
Contractor's proposal to the City ("Proposal") dated May 25, 2022, Exhibit “A”, a copy which is attached
to and incorporated into this Agreement by reference.
2.2 All services shall be performed to the reasonable satisfaction of City.
2.3 All services shall be performed in a competent, professional, and
reasonably 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 July 1, 2022, and it
shall continue until June 30, 2025, unless terminated at an earlier date pursuant to the
provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 For timely performance of the services, the City will pay Contractor in accordance
with the payment schedule set forth in Exhibit “C” attached hereto and incorporated herein by
reference.
5.2 Contractor's grand total compensation for the entire term of this
Agreement, shall not exceed $1,124,717 without the prior authorization of the City, as
appropriate, and written amendment of this Agreement. Contractor will provide notice to
City if the limit is approached. In the event that the parties are not able to agree to
amendment to adjusts the limit, Contractor shall be free to cease performing when the
limit is reached.
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. Compensation for any authorized extra work shall be
paid in accordance with the payment schedule as set forth in Exhibit “C,” if the extra work has
been approved by the City.
5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at
Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required
by law for the performance of the services required by this Agreement. Contractor shall have
the sole obligation to pay for any fees, assessments, and taxes (other than sales or use taxes,
which will be invoiced as a separate item), plus applicable penalties and interest, which may
be imposed by law and which arise from or are necessary for the performance of the Services
by this Agreement. Contractor will not be responsible for any licenses or permits associated
with the City’s operation of its facilities.
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 approved 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, losses, costs, penalties, obligations, errors, omissions or liabilities for
injury to persons or damages to tangible property (herein “claims or liabilities”), including but
not limited to professional negligence, that are asserted or claimed by any third party to the
extent arising out of or in connection with the negligence or willful misconduct in work,
operations or activities of Contractor, its agents, employees, subcontractors, or invitees,
provided for herein, except to the extent such claims or liabilities arise from the gross
negligence or willful misconduct of City, its officers, elected officials, agents or employees.
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 to the extent of the liabilities assumed by Contractor hereunder.
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 Contractor under the performance of the services.
iii. General Liability with minimum limits of at least $2,000,000 per occurrence and $4,000,000
aggregate 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 to the
extent of the liabilities assumed by Contractor hereunder.
(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 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 Contractor 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.
vii. Insurance shall be placed with insurers reasonably acceptable to the City.
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, acting reasonably. City may require complete, certified copies of any or all policies in the
event of a covered claim.
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,
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 exclusively for City 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 reasonable satisfaction of City and to participate in any meeting required with
regard to the correction. The goods and services do not cover, and Contractor makes no
warranties with respect to, water system biohazards from waterborne pathogens, including but
not limited to Legionella bacteria. Contractor shall not be liable for any failure caused by City’s
failure to follow Contractor’s written instructions. CONTRACTOR DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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
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 CONSEQUENTIAL DAMAGES DISCLAIMER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL OR INDIRECT DAMAGES.
11.12 CONTRACTOR-OWNED EQUIPMENT TERMS . The additional terms
and conditions applicable to Contractor-owned equipment provided to City on a rental or usage
basis and the additional terms applicable to Contractor’s digital programs are set forth in
Exhibit E.
11.13 INTERPRETATION.
11.13.1 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.
11.13.2 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).
11.13.3 Written Amendment. This Agreement may only be changed
by written amendment executed by Contractor and the City Administrator or other authorized
representative of the City, subject to any requisite authorization by the City Council. Any oral
representations or modifications concerning this Agreement shall be of no force or effect.
11.13.4 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.
11.13.5 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.
11.13.6 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.
11.14 TIME OF ESSENCE. Time is strictly of the essence of this agreement
and each and every covenant, term, and provision hereof.
11.15 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.
11.16 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.
11.17 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.
If to the City:
City of Vernon Attention: Abraham Alemu, General Manager of Public Utilities
4305 Santa Fe Avenue Vernon, CA 90058
If to the Contractor:
See the address and contact information on the first page of the Services Agreement.
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.
11.18 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.
11.19 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
thirty (30) 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.
11.20 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 thirty (30) 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.
11.21 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) direct 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.
11.21.1 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.
11.22 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, 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.
11.23 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.
11.24 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.
11.25 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.
11.26 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 “D”.
[Signatures Begin on Next Page].
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 Fandino, City Administrator
Nalco Company LLC, a Delaware Limited Liability Company
By:
Name:
Title:
ATTEST: _______________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM: _______________________________ Zaynah N. Moussa,
Interim City Attorney
EXHIBIT A
CONTRACTOR'S PROPOSAL
May 25, 2022
Rich Olsen
City of Vernon
Assistant General Manager of Generation and Operations
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Mr. Olsen,
Nalco is pleased to respond to the City of Vernon’s RFP for chemical water treatment services for the
Malburg Generating Station (MGS). Please accept the attached document as Nalco’s proposal for such
services.
Nalco is the world leader in specialty water treatment chemistry. As such, Nalco has a rich history of
innovation, and expertise in the treatment of power generation systems. MGS has benefited over the
years from this level of expertise and the commitment to quality offerings.
Nalco has been servicing the MGS water treatment with excellent results. We believe that the programs
in place have proven themselves to be effective via inspections and routine testing. At the same time,
Nalco has continued to find ways to further optimize the programs that are in place to assure maximum
asset life, compliance with environmental and safety requirements, while minimizing the cost of
operations.
Please note that in the proposal, a creative approach has been taken with the pricing of the commodity
chemistry. A significant discount can be taken on this part of the business, if quarterly pricing
adjustments are allowed based upon the commodity market pricing. This is just one more example of
the ways Nalco strives to minimize the total cost of operation without jeopardizing the treatment
results.
This pricing and terms of this proposal are good for 90 days from the date of this letter.
On April 1, 2022 Ecolab/Nalco Water implemented a temporary energy surcharge of 8-12% applied to
every order. The percentage is linked to the price per barrel of oil over a 30 day period: 8% for $75-100,
10% for $100-125, and 12% for $125-150/barrel of oil.
We hope you will provide Nalco the opportunity to continue to serve the MGS for the next 3 years.
Sincerely,
Karen Murphy
AVP Sales - NW • Global Power
Proposal for Water Treatment
Services and Chemicals
Page 1
RFP Response for
Chemical Water Treatment Services
for the City of Vernon,
Malburg Generating Station
Submitted by:
Joel Bugarin Chris Buchholz Scott Isherwood
District Area District
Representative Manager Manager
NALCO Water – An Ecolab Company
May 26, 2022
Proposal for Water Treatment
Services and Chemicals
Page 2
Table of Contents
Page # Section
3 ..................................................................................... Executive Summary/Introduction
4 ....................................................................................... Support Personnel and Service
5 .................................................................... Rationale for Treatment Program Selection
6 .................................................... Summary of Included Specialty Treatment Chemicals
11 ....................................................................... Chemical Treatment Program Summary
13 ............................................................................................. Price Adjustment Formula
14 .................................................................................................. Service Plan Overview
18…………………………………………………………………...…….Emergency Response
Proposal for Water Treatment
Services and Chemicals
Page 3
Executive Summary/Introduction
Nalco Water greatly appreciates the opportunity to provide a proposal for specialty chemicals
and services for the City of Vernon’s Malburg Generating Station (MGS).
Nalco’s business model is based on creating and maintaining value (CMV) for our customers.
By focusing on our customer’s Key Business Drivers and aligning our projects and service plans
to apply to those key drivers. Every aspect of how we do business, from ensuring the product is
properly made, delivered professionally, and used in the most cost-effective manner is done to
provide a business partnership with our customers that will EXCEED THEIR EXPECTATIONS.
In the proposal we have summarized the treatment program based on the specifications
supplied in the City of Vernon RFP for Chemical Water Treatment Services for the Malburg
Generating Station.
The estimated annual cost for the specialty treatment chemicals as based upon
2020/2021 historical capacity factors, is $100,526. The detailed breakdown of these
chemicals for the MGS facility is located in within the report.
Two different pricing options have been identified within the proposal which estimate the
cost of the commodities at either $263,274 or $202,518. See the proposal for details.
Our proposal includes maintaining your existing Next Generation Nalco 3D TRASAR for
Cooling controller. The NextGen controller provides connectivity and security, as well as
the 24/7 system monitoring, automated reporting, and alarm service you have been
using (value $10,000/year) included at no charge. Nalco continues to lead the industry
with our 3D TRASAR technology and System Assurance Center. Both are vital to
achieving the level of control required to maintain system performance and reliability.
The proposal includes access to the City of Vernon’s unique Ecolab3D web site where
Nalco reports, site-specific documentation (Program Administration Manual, etc.),
SDS’s, and other information can be found 24/7. This includes the use of Nalco’s web-
based Ecolab3D E-data management system for the recording of site water chemistry,
inventory, and equipment logs. This service is customized to meet any of your site
sampling and logging needs. There is a charge of $300/month for this service.
The estimated annual value of routine offsite analytical testing, including legionella testing
is estimated at $7,310. Nalco is proposing to include these tests at no charge to the City
of Vernon.
Not only have we provided a very competitive program, but Nalco is also uniquely positioned to
continue supporting the City of Vernon with any subsequent design changes/alterations with our
broad engineering support and plant modeling capabilities.
We look forward to presenting our capabilities and discussing this proposal with you.
Joel Bugarin Chris Buchholz Scott Isherwood
District Representative Area Manager District Manager
(562) 760-1599 (510) 207-1666 (509) 431-5062
joel.bugarin@ecolab.com cbuchholz@ecolab.com skisherwood@ecolab.com
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Support Personnel and Service
The Nalco Representative
We strive to hire and develop the best people. The Nalco Water logo represents a network of
employees all focused on helping customers achieve a return on their investment with Nalco.
Following are characteristics of a Nalco representative: professional, problem-solver and problem
preventer.
A network of experts in customer service, product development, environmental compliance,
analytical and metallurgical testing, process simulation, automation technology, chemical
handling, operator training, and more, backs up every Nalco representative.
Local Representatives for the City of Vernon
Following is a summary of team members who have direct responsibility for the successful
implementation and operation of the chemical treatment programs for the Malburg Generating
Station. These individuals will have support from the entire Nalco organization. Nalco is the
largest manufacturer and marketer of specialty water treatment chemicals in the world, with
numerous highly trained technical engineers and support personnel.
The professional support you will receive from Nalco is extensive and forms the foundation of
water management programs you will receive. The following summaries present information on
the primary members of the Nalco Water team.
Primary Account Manager: Joel Bugarin
Residence: Cypress, CA
Current Assignment: District Representative
Training: Nalco
Years with Nalco: 10 years.
Area Manager: Chris Buchholz
Residence: Pleasant Hill, CA
Current Assignment: District Account Manager
Education: University of Washington
Degree: Mechanical Engineering
Years with Nalco: 27 years.
Provided support during the construction and startup of six (6) different plants in the Bay Area.
Currently provides water treatment service to seven (7) different combined cycle plants in the
Bay Area
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District Manager: Scott Isherwood
Residence: Bermuda Dunes CA
Current Assignment: Manager
Education: University of Washington
Degree(s): Chemical Engineering
Years with Nalco: 17 years.
Technical Consultant: Derek Roberts
Residence: Fresno, CA
Current Assignment: District Account Manager
Education: US Naval Academy
Degree: Mechanical Engineering
Years with Nalco: 31 years.
Previous Experience: US Navy nuclear power
Nalco Water’s CHEMStaff group is another resource for NCPA. CHEMStaff is the
premier consulting firm serving the global power industry, providing a cross discipline
approach between Chemistry, Engineering, and Environmental to evaluate and
investigate opportunities and technology to optimize chemistry programs to industry-
best potential. CHEMStaff has extensive experience optimizing water chemistry and
processes in the power industry. Our team comes directly from the utility industry with
centuries of experience working in the chemistry departments of some of the leading US
utilities. CHEMStaff is unique in that it brings both a broad industry perspective and
hands-on experience working directly in the plants and laboratories to the industry fleet.
CHEMStaff consultants are available to the City of Vernon as needed for an additional
fee.
Rationale for Treatment Program Selection
Mechanical, Operational, and Chemical Assumptions
All treatment programs for the Malburg Generating Station were based on the information
provided RFP, along with several years of experience servicing the facility.
Predictive Models Used: 3D TRASAR Optimizer
This simulation program allows using the Mechanical, Operational and Chemical (MOC) make-
up properties to model the tower for acceptable scale, corrosion and microbiological control.
In the Optimizer, operating data is entered & the model selects the optimal treatment program
based on French creek and Nalco stability models integrated with Nalco’s product lines, providing
scaling and corrosion potentials. This technology is balanced against the historical results that
have been seen at the MGS facility.
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Summary of Included Specialty Treatment Chemicals
SDS sheets for all the specified specialty chemicals are on file with the Malburg Generating
Station
RO and MicroFiltration Water Treatment
PermaTreat® PC-191T
RO Antiscalant
Description
PermaTreat PC-191T combines the product reliability of PermaTreat PC-191 with
patented TRASAR® Technology for advanced monitoring and control. PermaTreat PC-
191T is a highly effective scale inhibitor whose active components were developed to
treat reverse osmosis (RO) systems. PermaTreat PC-191T has shown for over 20
year’s excellent performance against the following scalants: calcium carbonate, calcium
sulfate, barium sulfate, strontium sulfate, calcium fluoride, silica and iron.
Rationale for Selection
Nalco’s exclusive 3D TRASAR RO Optimizer Modeling program was used to determine
the product and dosage using the supplied base case.
NALCO 7408
Chlorine Scavenger
Description
NALCO 7408 is a fast-acting dechlorination agent used to reduce the levels of residual
chlorine in chlorinated water supplies without increasing objectionable chloramines.
NALCO 7408 is a bisulfite-based material that reacts instantaneously with chlorine. It
does not include any catalyst and, therefore, reacts more slowly with oxygen. Its primary
use is dechlorination of water, feedwater for reverse osmosis (RO), feedwater to ion
exchange units, and wastewater.
NALCO 2581
Alkalinity – 25% Diaphragm Grade Sodium Hydroxide, for process optimization
NALCO 2B11
Alkalinity – 50% Diaphragm Grade Sodium Hydroxide Used for off-line cleaning to remove
organics
NALCO 8344
Iron Removal - 51% Citric Acid used for off-line cleaning for iron removal
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Cooling Tower Circulating Water
3D TRASAR® 3DT487
Cooling Water Corrosion Inhibitor and Deposit Inhibitor (Mineral Dispersant)
Description
3D TRASAR 3DT487 is a balanced blend of corrosion and scale inhibitors designed for
use in open recirculating water systems. 3DT487 contains:
• Dual function phosphonate inhibitor for both cathodic corrosion and calcium
carbonate scale. The active material is a patented, proprietary chemical called
Phosphinosuccinic Oligomer (PSO).
• Phosphoric acid for anodic (pitting) corrosion inhibition
• Organic High Stress Polymer 2 (HSP2) dispersant.
Rationale for Inclusion
Nalco’s exclusive 3D TRASAR Cooling Tower Optimizer Modeling program was used to
determine the product and dosage using the supplied base case.
3D TRASAR Control System:
Due to the changing demand of your system Nalco strongly recommends that a Next
Generation 3D TRASAR® control unit be used to control product feeds.
3D TRASAR® control helps level the peaks and valleys associated with typical feed and
bleed control strategies providing the protection needed and optimizes system
performance and program economics. Varying plant loads and the resulting blowdown
rates can rapidly change the demand for chemical.
Nalco NALSPERSE 73551 Microbial Dispersant
Cooling Tower Fill Cleaner/Biodetergent
Description
NALSPERSE 73551 is a dispersant and detergent that can be applied to a cooling water
system including cooling tower fill, condenser water-side tubes and tube-side heat
exchangers. It cleans and prepares cooling systems so that a registered biocide can
remove microbiological-based slime and silt deposits. NALSPERSE 73551 can attach to
particles in the system changing their charge profiles such that the particles repel each
other, avoiding agglomeration, thus keeping them in solution. A properly maintained and
cleaned system will allow for optimum performance of heat exchangers and cooling and
ventilation equipment.
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Nalco 90005 Non-oxidizing Biocide - Cooling Water Microbiocide
Description
90005 is a broad-spectrum, nonoxidizing biocide approved for use in recirculating
cooling towers and decorative fountains. 90005 is particularly effective in controlling
algae.
Rationale for Inclusion
90005 has been selected based on its historical effectiveness on the cooling tower at
this facility and its effectiveness on many other cooling towers throughout the power
industry. It is available, if needed or desired, for treatment of the large volume of water
in the recirculating cooling water system, often based upon the observation of algae in
the system.
Sodium Hypochlorite/Bleach
Description
Sodium Hypochlorite/Bleach is an aqueous 12.5% solution of sodium hypochlorite. It is
intended for use in cooling tower, evaporative condenser water, pulp and papermill water, and
industrial water systems. Sodium Hypochlorite represents an alternative biocide to gaseous
chlorine as a cost effective and safe oxidizing biocide.
Rationale for Inclusion
The sodium hypochlorite is a commodity chemistry but is an integral part of the cooling
tower chemical program. By including in the program, Nalco can assist with inventory
management of this critical chemistry.
Sulfuric Acid
Description
Sulfuric Acid is 93% concentrated sulfuric acid used for both alkalinity and pH control of
the cooling tower. By using acid, the cooling tower can use significantly less water
without fouling the tower fill and improves the efficacy of the oxidizing biocide program.
It should be noted that sulfuric acid can be both dangerous to handle and can do
significant damage to systems if not properly controlled. Nalco’s NextGen Cooling tower
controller not only provides a secondary pH measurement, it also watches for signs of
turbidity (due to iron dissolution) and has real time corrosion monitoring, which provides
additional security to this program.
Rationale for Inclusion
The sulfuric acid is a commodity chemistry but is an integral part of the cooling tower
chemical program. By including in the program, Nalco can assist with inventory
management of this critical chemistry.
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Main Steam Cycle
NALCO® 356 Amine (Steam & condensate pH Adjustment)
Description
NALCO 356 is a corrosion inhibitor that contains a low volatility amine designed for use
in steam and condensate systems. NALCO 356 provides effective neutralization of
acidic gases, such as CO2, throughout a condensate system.
Rationale for Exclusion
Nalco 356 has been used for several years at the Malburg Generating Station. A
decision was made to move towards the 5711 product which will have much less impact
on the cation conductivity. The 356 will be discontinued upon the inventory depletion.
NALCO® 5711 Amine (Steam & condensate pH Adjustment)
Description
Nalco 5711 is a volatile corrosion inhibitor that contains an aqueous blend of a volatile
neutralizing amine and ammonia designed for use in steam and condensate systems.
Nalco 5711 is designed to adjust the pH in the boiler feedwater and to protect metal
surfaces from corrosion due to dissolved acids or low pH conditions in initial and
extended areas of the steam, and feedwater system.
The combination of low and high distribution ratio components in Nalco 5711 enhances
protection in the early condensation zones of the turbine. The blend helps reduce the
tendency for Flow Assisted Corrosion (FAC) in HRSGs by maintaining pH throughout all
the pressure zones better than ammonia alone. Nalco 5711 enables maintenance of
feedwater pH targets with minimal impact on steam cation conductivity measurements.
BT-4000
Internal Boiler Treatment
Description
BT-4000 is a liquid boiler feedwater treatment that provides an excellent scale and
deposit control. BT-4000 is specifically designed as a phosphate-pH control program
(Na:PO4 ratio of 4:1) for systems with feedwater hardness of less than 20 ppb. The
product is formulated to essentially eliminate product ammonia contribution to improve
condensate system corrosion control. The suggested operating pressure limit is 2,600
psig.
Power Film 10000
POWERFILM 10000 contains a volatile surface active corrosion inhibitor designed for
use in steam and condensate systems that require additional corrosion protection due to
cyclic operations. The product is formulated “amine free” to reduce concerns regarding
breakdown and handling associated with organic neutralizing amines. POWERFILM
10000 provides a surface-active barrier which shuts down corrosion occurring in breaks,
voids and cracks in the oxide layer, limiting further oxidation of the base metal (and the
resulting “iron throw” during cycling operations.)
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Closed Loop
NALCO 8338 Closed System Corrosion Inhibitor
Description
NALCO 8338 is a nitrite-based multifunctional chemical treatment used for the control of corrosion
and fouling in closed cooling systems with ultra high heat flux and hot water loops.
NALCO 8338 is a liquid product containing a combination of ferrous and nonferrous corrosion
inhibitors, a noncarbonate buffer, scale inhibitors, and dispersants. .
Rationale for Inclusion
Nalco 8338 has been selected based on its historical effectiveness at this facility and its
effectiveness in similar applications throughout the power industry. This product has
been fine for application in the cooling loops and is very cost effective in systems that
can tolerate nitrite-based corrosion inhibitors.
NALCO 7330 Non-oxidizing Biocide – Closed Loop Microbiocide
Description
NALCO 7330 is a broad-spectrum, nonoxidizing biocide approved for use in recirculating
cooling towers, air washers with mist eliminators, pasteurizers, and heat transfer
systems. NALCO 7330 is particularly effective in controlling fungi and slime-forming
bacteria.
Rationale for Inclusion
Nalco 7330 has been selected based on its historical effectiveness at this facility and its
effectiveness in similar applications throughout the power industry.
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Chemical Treatment Program Summary
Program Pricing
Nalco is providing two options for pricing the Treatment Program. One option is to making pricing
adjustments annually to both the specialty chemical products of the program, along with the
commodity chemical products. This has been the method Nalco has been following at MGS for
the last several years.
An alternative program is offered, where the commodity chemical prices are lowered, but they are
closely tied to the commodity market pricing. With this program, the prices for the commodity
chemicals are adjusted up or down every quarter based upon the commodity market price.
It should be noted that total expenses for the MGS operation are directly tied to the run rates of
the power plant operation. In this proposal, the average run rate of 2020 and 2021 were used to
calculate expected total cost. If the run rate should be reduced significantly, the City of Vernon
should expect the expenses to drop significantly as well.
All other services as described in the Service Plan are included in this offering at no additional
cost to the City of Vernon.
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-OR-
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Price Adjustment Policy
In June 2023, and each June following, the product, analytical, and service prices will be reviewed.
Any adjustments will become effective the following July 1st.
The following price adjustment formula will be used for chemicals, with an allowed price
adjustment range no higher than 15% and no lower than 2%. Analytical and service prices will
be limited to increases of 2% to 15%.
% Price Adjustment = 40% Labor + 60% Chemical, where
Labor = NAICS Employment Cost Index (CIU2010000000000I)
Chemical = 55% PCU325 +
20% WPU061 +
15% WPU067905 +
10% WPU061303
In addition to any periodic price adjustment provided for in this Agreement Nalco may increase
the prices for the Products or Services if, at any time during the term of this Agreement, an
Extraordinary Inflationary Disruption occurs. Extraordinary Inflationary Disruption is defined as an
increase in delivered costs beyond the control of Nalco of at least ten (10%) percent and sustained
over a three-month period. In case of such an Extraordinary Inflationary Disruption, Nalco may
increase the price of the Products up to the full amount of the percent increase in its costs (raw
materials, freight, labor or energy) by giving Customer at least thirty (30) days written notice. The
baseline for determining such increase shall be on an individual product basis. If Nalco’s costs
decline back to a baseline level, Nalco is allowed to maintain product prices at the elevated level
for the same period of time Nalco previously maintained pricing prior to the hardship price
increase.
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Service Plan Overview
MGS has unique needs for water chemistry engineering and operational support based on the
complexity of the water systems, site and environmental design requirements, and the
experience and size of the operating staff. Nalco Water recognizes the support needs, and
developed a detailed service plan based on the goals and objectives of MGS and the City of
Vernon.
Our service will include:
An Annual Risk Management meeting to review onsite chemicals and the associated
personnel and environmental exposure risks.
Safety, Health, and Environmental communications as required including updating soft
copies of SDS and Product Bulletins and the review and update of any other SH&E
communications as needed. All site personnel with Ecolab3D accounts have on-line
access to the Nalco SDS library.
Documentation and training of program specifications to ensure safe application of the
chemicals provided. Soft copies of product descriptions, proper product dosage,
methods to calculate or monitor dosage, and environmental limits will be provided and
updated at least annually.
Emergency response during chemical transit, chemical spills, or other treatment process
and uses. No less than two (2) emergency contacts and a 24-hour emergency response
number will be provided.
A System Survey will be provided describing chemical application points, water
treatment processes and uses, and water flow diagrams will be provided. This survey
will also include a one-line diagram of the whole-plant water system labeling all major
equipment and chemical injection points.
A People Survey will be provided describing plant contacts, responsible reporting
parties, and vendor contacts. This list will be updated annually.
A Program Administration Manual (PAM) will be provided that includes an overview for
each treatment system, chemical program and product descriptions, feed points, target
concentrations, control and troubleshooting guidelines. Both hard and soft copies of the
PAM will be provided and updated at least annually. Nalco has worked with site
personnel to keep your detailed commissioning program description up to date as we
have completed operator training and made program adjustments.
Written personal service reports (PSR) for each site visit will be provided describing
services performed, problems found, actions taken, recommendation for the plant, and
planned follow-up. For more information see Nalco’s Six Service Standards section
below.
A Service Plan will be provided describing the frequency of site visits, specific services
to be performed during each visit, and the frequency of recurring service items.
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NALCO SERVICE PLAN
Service Component Weekly
Daily Monthly Quarterly Yearly As
Required Ongoing
Annual Business Review Nalco
Update of People Survey Nalco
Personal Service Reports & Updates Nalco Nalco
Update-Plant Survey & Operations Nalco MGS
Nalco
Program Administration Manual Nalco
Update of Annual Service Plan MGS
Nalco
Routine Service Calls Nalco
Boiler Water System Testing MGS Nalco
Cooling Water System Testing MGS Nalco
Legionella Testing Nalco Nalco
Deposit Analysis Nalco
Analytical Services/Lab Water Analyses Nalco
Equipment Inspections with
Photographs Nalco
Inspection & Calibration of Feed
Systems Nalco MGS
Inventory of Test Reagents and Test
Kits MGS
Metallographic Analysis Nalco
Operator Training (Chemical Safety) Nalco
Operator Training (System Operation) Nalco
Recommendations for System Control Nalco Nalco
Review of Treatment Logs
MGS
Nalco Nalco MGS
Treatment Chemical Inventory
MGS
Nalco
Microbial Testing Nalco Nalco
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An annual business review will be conducted documenting the total value of all goods
and services consumed, the estimated expenditures for the coming year, a summary of
projects completed and supporting data for any cost savings achieved, and technical
and financial goals for the coming year. Soft copies of this review will be provided.
Inspection of water and steam system during operation and outages will be provided. A
written report detailing equipment status and recommendations will be supplied within 4
weeks of any inspection, but is usually provide the same day as the inspection with
pictures and text. Nalco will meet with plant personnel at least monthly to determine the
need for inspections in the following month.
Water and deposit analysis will be performed at Nalco’s analytical laboratory and
specified in the RFP and as needed to verify the proper operation of our chemicals and
services. Sample containers will be provided, and a written analysis and sample results
will be provided within four weeks of the sample date.
Metallographic analysis can be performed at the Nalco Water Analytical Laboratory to
ensure proper operation of the Nalco provided chemistry and services. Written analysis
and sample results will be provided within 4 weeks of the sample date.
Laboratory procedure and training will be provided to ensure proper performance of
chemical tests required to ensure proper application of Nalco chemicals and services.
Training can be provided annually and will consist of a single pre-scheduled laboratory
procedures demonstration where a Nalco representative will meet with available plant
operators to perform wet chemistry and demonstrate the proper wet test procedures.
Documentation will be provided showing the persons trained, date, and time. A soft
copy of training materials will be provided.
Visual inspection for each chemical feed, control, and storage system will be provided at
least annually. This inspection will identify any necessary repairs or safety issues and
that SDS are properly updated for each storage tank. Recommendations will be provided
concerning feed and control system improvements. A soft copy of this report will be
provided.
Nalco will provide monitoring, control, and corrective actions for plant water systems.
This service will include a review of log sheets and trends for a plant water streams or
systems for data provided. Recommendations for improvement will be provided for any
parameter with less than 80% of readings within the target range. A soft copy will be
provided.
Nalco will provide detailed chemistry evaluations and recommendations for each
system’s chemical treatment program. Nalco will review the treatment program design,
purpose, and efficacy; compare chemical treatment program goals to results; and A soft
copy copies will be provided.
Provide corrosion rate monitoring of recirculating, and closed loop cooling systems.
Corrosion coupon results will be maintained in a Nalco supplied database and made
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available to the plant at least quarterly. Reports shall include both general and pitting
corrosion rates. Coupon exposure time shall be approximately 180 days. A soft copy of
all reports will be provided.
In-service inspections of the MGS evaporative cooling tower will be performed at least
twice per year. The MGS cooling tower is routinely given a visual inspection during each
service visit. Any anomalies will be noted in the service report as a soft copy email to
site personnel. As noted, a soft copy of this report will be provided.
Annual training will be provided for operators, supervisors, and managers. It will be
provided on basic water chemistry, cooling systems, HRSG systems, and pre-treatment
systems. Other topics as determined by site management are also appropriate,
including the Nalco on-line E-data system and the on-line eCommerce system. Training
will include at least two different training sessions covering the same material to
accommodate shift schedules, however we have been most successful when conducting
the same training over four (4) successive weeks to reach all four shifts when on their
day rotation. Training material and records will be provided in an electronic formats.
Hard copy documents appropriate to the training topic may be provided as a appropriate
for each training topic,
Onsite emergency response during normal working hours: Nalco will provide no less
than less than two (2) emergency contacts and a 24-hour emergency response phone
number.
Provide chemistry data trending software capable of importing existing plant data to
ensure previous historical data is retained: Nalco’s E-data system has been in service
for close to five (5) years for some systems. The E-data logs can be exported to Excel
and off-line Excl log sheets generated by E-data can be used to upload off-line data
back to E-data.
Provide recirculating, and closed loop cooling system biological control monitoring
including sessile bacteria counts, bacteria metabolic residuals and bacteria speciation
analysis at least quarterly. Reports shall include recommendations for improvements,
cost analysis of biological treatment programs, and evaluation of current program
efficacy. Electronic reports including speciation analysis shall be provided to the plant
quarterly.
Quarterly reporting of all corrosion data will be included in the corresponding monthly
report.
Annual reports will include Business Reviews, chemistry evaluations, and chemical
safety audits in the corresponding monthly report.
Special reports will include outage inspection of water and steam systems, deposit
samples, specially requested water samples, metallographic analysis, and training
presentations.
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Action Link Emergency Response Team
1 – 800 – 424 – 9300
EMERGENCY NUMBER
24 HOURS/DAY
The Nalco Water ALERT Emergency Response System was created to minimize the
human and environmental impact of all incidents involving Nalco Water products, and
to work to prevent future incidents. The Distribution Safety Department is
responsible for the management of the Nalco Water ALERT System. Distribution
Safety is also responsible for responding to all distribution and transportation
emergency incidents. * Nalco Environmental Health & Safety Toxicologists respond
to all medical exposures involving our products.
*A transportation emergency is any occurrence, which results, or is likely to
result, in an uncontrolled release of product while a shipment is loading, in
transit, or unloading.
In case of an emergency, a special number is printed on shipping papers, product
labels, and Material Safety Data Sheets: 1-800-424-9300. A call to that number
activates the ALERT Emergency Response System.
Nalco Customer Delivery Specialists, common carriers and all other parties involved
in the management of the distribution channel are instructed to call the emergency
number in the event of a leaking container or spill. Notification of an incident to the
ALERT System is mandatory regardless of the quantity involved or if the product is
hazardous or non-hazardous. (Delivery Specialists are not trained to aggressively
stop or clean up major spills; however, if it is safe to do so, they will secure the scene
and take limited containment action.)
When a call comes in, the Control Center obtains preliminary information, instructs
the caller to stand by, and notifies the Emergency Response Coordinators (ERCs) in
Distribution Safety.
ERCs are divided into three groups and are on-call 24 hours a day, seven days a
week. In an emergency, the Control Center first pages ERC Group A. If Group A
does not respond within five minutes, the Control Center will contact Group B. If the
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Control Center is unable to reach Group B within five minutes, they will proceed to
Group C, again by telephone contact. Since 1995, ERC Group A has responded to
over 2,900 incidents. During that same time period, only two incidents have gone on
to be responded to by ERC Group B.
ERCs are the primary decision-makers in an emergency. The methodology used by
the ERC is a disciplined approach to minimize the human and environmental impact
of the incident. Once the Control Center contacts an ERC, he or she is provided with
preliminary information. The ERC then contacts the caller to obtain more details and
proceeds to develop an action strategy. When necessary, the ERC coordinates
Nalco Water or carrier emergency response teams, contractors, and civil authorities
to begin recovery operations. The ERC has cradle-to-grave responsibility for the
incident and ensures that all parties involved handle the incident appropriately.
The ERC may also arrange an on-site remediation response if the incident involves
the company fleet, if civil authorities request Nalco Water to respond on-site, or if a
common carrier is unable to arrange remediation. These efforts may or may not
include a Nalco Emergency Response Team (ERT).
Nalco Emergency Response Teams conduct on-site cleanup, remediation and
recovery. They are available only at Nalco Water plant locations. The facility
manager is responsible for making the final decision on mobilizing an ERT.
If a company ERT is not able to respond to an emergency, the ERC will hire an
emergency response contractor. Distribution Safety maintains a special list of
contractors for this purpose. The ERC may also contact CHEMTREC (Chemical
Transportation Emergency Center), for a referral. CHEMTREC is a service
established by the American Chemistry Council (ACC).
Because Nalco Water is also a subscriber to CHEMNET, a CMA mutual aid network,
Nalco Water can request assistance from a chemical company that is near the scene.
The ALERT System also processes calls on medical emergencies and customer
incidents that involve Nalco Water products.
EXHIBIT B
Legionella Analytical/Testing Services 2.1. Analytical a) Culturing and testing procedures require up to 14 days for confirmation and reporting of test
results. b) All test samples will be submitted to the Contractor Lab which holds the appropriate certifications for performing analytical services and Legionella culture testing (CDC-ELITE, ISO 9001:2008,
QWAS-LGC, UKAS-PHE). c) Legionella testing will be performed per the International Organization of Standardization ISO method 11731 or an equivalent method.
d) The Lab can detect Legionella at a limit of 0.1 Colony Forming Units per Milliliter (CFU/mL). e) The Lab reserves the right to process a water sample at a different detection limit due to limitations caused by water sample quality such as turbidity or other contaminants that would prevent a sample from being processed at the detection limit requested. f) Analytical results are reported as follows: Total Legionella (all species), Legionella pneumophila Serogroup 1, Legionella pneumophila Serogroups 2-14 (combined), Other Legionella species (all non-pneumophila species), Fluorescent Legionella (reported if detected). 2.2. Sample Submittal Test samples will be shipped by overnight courier using the Lab provided test kits. The Lab is closed
on Saturdays, Sundays, and Holidays. Therefore, test samples cannot be collected/shipped on Fridays or the day before a holiday. 2.3. Test Reports Analytical results will only be reported electronically via email to designated The City contacts.
2.4. Terms of Service a) Contractor recommends that Legionella analytical testing be performed and interpreted within the context of a properly designed Legionella or Waterborne Pathogen Water Safety Plan or equivalent. b) The City understands and acknowledges they have sole responsibility for interpretation of test results and for responding and taking corrective action for any detectable species of Legionella. c) Unless mutually agreed in a separate written service contract signed by authorized Contractor and The City representatives, Contractor is not responsible for any corrective action to remediate or respond to any detectable species of Legionella.
EXHIBIT C
SCHEDULE Starting June 2023, and each June following, the product, analytical, and service prices will be
reviewed. Any adjustments will become effective the following July 1st.
Pursuant to Vernon Municipal Code Section 3.32.220(C), rates to be paid by the City shall not be increased during the term of a contract except where external factors are going to significantly affect costs and rates during the term of the contract, and any such increase is directly tied to the most
appropriate index or cost-of-living rate or a pass through of increased costs charged to the Contractor. Subject to these provisions, the following price adjustment formula will be used for chemicals, with an allowed price adjustment range no higher than 15%. Analytical and service price increases must adhere
to the Vernon Municipal Code requirements, and can be no higher than 15%. % Price Adjustment = 40% Labor + 60% Chemical, where
Labor = NAICS Employment Cost Index (CIU2010000000000I) Chemical = 55% PCU325 + 20% WPU061 + 15% WPU067905 + 10% WPU061303 NOTE: The commodity pricing is to be adjusted quarterly indexed to the cost of commodity product Subject to Vernon Municipal Code Section 3.32.220(C), Nalco may request an increase to the prices for
the Products or Services if, at any time during the term of this Agreement, an Extraordinary Inflationary Disruption occurs. Extraordinary Inflationary Disruption is defined as an increase in delivered costs beyond the control of Nalco of at least ten (10%) percent and sustained over a three-month period. In case of such
an Extraordinary Inflationary Disruption, Nalco may request an increase to the price of the Products up to a pass-through of actual increased costs to the Contractor (raw materials, freight, labor or energy) by giving Customer at least thirty (30) days written notice. The baseline for determining such increase shall be on an
individual product basis. If the parties cannot reach an agreement on the proposed price increase, either party may terminate this Agreement under the provisions of Section 11.21 herein. NOTE: The commodity pricing is to be adjusted quarterly indexed to the cost of commodity product
1) Products, Prices, and Services List
EXHIBIT D
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.
EXHIBIT E
CONTRACTOR-OWNED EQUIPMENT TERMS AND DIGITAL PROGRAM TERMS
Contractor-Owned Equipment Terms
For equipment (including Porta-Feed units, 3D TRASAR, OMNI, Purate, and Pareto equipment and other
proprietary equipment of Contractor and any associated computer hardware or software) furnished to City on a rental or use basis (the “Equipment”), the following terms and conditions shall also apply.
1. Equipment shall remain the sole personal property of Contractor even though City may attach
Equipment to realty. Contractor may cause such Equipment to be marked to indicate its ownership, and City agrees to provide reasonable cooperation by executing any financing statements Contractor files with respect to the Equipment. City shall take no action which is inconsistent with Contractor’s title to the Equipment, and shall not move, encumber or alter the Equipment without Contractor’s written authorization. City shall be responsible for any personal property or use taxes associated with the Equipment.
2. City shall not use the Equipment with any materials or products other than those recommended or approved by Contractor. The proper functioning of the Equipment is conditioned upon City operating it in accordance with Contractor’s recommendations.
3. City shall install and provide the utilities necessary for the Equipment, and will provide a suitable location for the Equipment, including but not limited to shelter, tank pads, spill protection, foundations,
etc., as appropriate. City shall receive, unload, place and remove Equipment at no cost to Contractor and should be responsible for procuring any necessary permits or licenses for such actions. With respect to Porta-Feed units, City agrees to provide access for a standard truck (min. 40 feet end-to-
end, 14 feet high) to be driven safely to an area (e.g. loading dock) in the vicinity of the base tank to offload refill units.
4. City shall not alter the Equipment without Contractor’s written authorization. City assumes all risk of
loss or liability arising from or pertaining to its possession, operation or use of the Equipment, and shall indemnify, defend and hold Contractor harmless from all losses, claims, damages and expenses arising from City’s possession and use of the Equipment except to the extent damage to the Equipment is caused by Contractor’s negligence or willful misconduct. City shall obtain and maintain for the term of this Contract all risks property insurance against loss or damage to the Equipment.
5. City shall allow Contractor to subcontract portions of work to be performed under this Contract with respect to Equipment including but not limited to data-hosting, transmission of data through internet service providers and use other service providers. Contractor shall have the right to inspect and service Equipment during normal business hours.
6. Upon termination of this Contract by either Contractor or City, City shall return Equipment to Contractor at City’s sole expense in the same condition as received, ordinary wear and tear excepted. In the event Equipment is lost, damaged or destroyed, City shall pay to Contractor the cost of replacement, or of repair at Contractor’s standard charges then in effect. During the term of this Contract, the Equipment will remain the exclusive property of Contractor.
7. City shall promptly notify Contractor of any material change in City’s status, including, but not limited to, change of address, desired Equipment location, close of business.
8. Contractor reserves the right to use non-union labor for supervised, installation, testing and service of
Equipment.
9. City agrees to inform Contractor of any special or unusual safety precautions that should be taken because of conditions in City’s plant or process.
10. Notwithstanding anything in any Contract or otherwise to the contrary, all data generated or collected by the Equipment that is transmitted to Contractor (or to a Contractor third-party provider) is owned by City but City hereby grants to Contractor a perpetual, non-exclusive, royalty-free license to use that data (and that license will survive the termination or expiration of this Contract). City agrees to maintain reasonable measures to ensure the security of its information, computer and internet systems, including data security, and will hold Contractor and its affiliates harmless from claims relating thereto including, without limitation, third-party actions in connection therewith, excluding only damages to the extent caused by Contractor’s willful misconduct or fraud.
Digital Program Terms Customer grants to Nalco Water, and its affiliates, a license to use data provided or made available by
Customer to Nalco Water in connection with the Program (“Customer Data”) as necessary to provide the Program to Customer, to incorporate Customer Data into aggregated and anonymized data sets and for the purpose of improving Nalco Water’s and its affiliates goods and services and for creating for its own
account any general information or insights that may be derived from Customer Data for any lawful purpose, which license will survive the Program (the “Purpose”). Nalco Water is permitted to utilize subcontractors or other vendors in the performance of the Program with Customer Data provided that such subcontractor or vendor has agreed to use the Customer Data only for the Purpose and to treat Customer Data as confidential information. Customer agrees to maintain reasonable measures to ensure the security of its information, computer and internet systems, including data security, and will hold Nalco Water and its affiliates harmless from claims relating thereto including, without limitation, third party actions in connection therewith, excluding only damages to the extent caused by Nalco Water’s willful misconduct or fraud. Customer will ensure the security of the passwords and usernames used by Customer personnel to use the Program and is solely responsible for access control maintenance (including access termination) in connection with its use of the Program. The Program is warranted to perform as set forth in the program description and is otherwise provided “as-is” and without warranty that it will be uninterrupted or error free. In no event shall either party have any liability for indirect or consequential damages related to the Program. Nalco Water’s liability with respect to the Program shall in no event exceed the annual fees associated with
the Digital Program. The Nalco-Owned Equipment Terms above apply to the rental or use of Nalco Water-owned products or other equipment or items (“Equipment”) that are provided in connection with Program.
City Council Agenda Item Report
Submitted by: Javier Valdez
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022
SUBJECT
Property and Casualty Insurance Placements for Fiscal Year 2022-2023
Recommendation:
Approve and authorize the City Administrator to execute related documents for procurement of
necessary annual insurance coverage for Fiscal Year (FY) 2022-23 effective July 1, 2022 to
June 30, 2023, with total premiums estimated at approximately $3,765,514 and not-to-exceed
$3,980,000.
Background:
The City retained AON Insurance Services (AON) to conduct an analysis to determine
appropriate insurance coverages and carriers for the upcoming fiscal year. AON worked
diligently with the Finance Department to identify appropriate coverage types, coverage
amounts, self-insured retentions (deductibles), and competitive pricing in conjunction with the
annual renewal process. AON annually evaluates the marketplace and solicits quotes from
insurance carriers to ensure competitive rates are obtained. This year, on certain coverages,
up to 20 insurance carriers were solicited. Analysis involved insurance underwriters from the
City’s existing insurance carriers and the solicitation of potential carriers. Requisite financial
and claims information was provided to insurance carriers to help obtain appropriate coverage
for the City at competitive prices and terms.
The insurance negotiation and placement process will conclude on or before June 27, 2022.
This will allow time to bind the insurance placements before July 1, 2022, in time for the City's
new fiscal year. The current schedule of coverage and associated estimated premiums for
each type of coverage are summarized in the attached FY 2022-23 Insurance Premiums
Schedule. The proposed coverages have been determined to be prudent and appropriate to
safeguard the City.
Pursuant to Vernon Municipal Code Section 3.32.110 (A)(8), insurance contracts are exempt
from the competitive bidding requirements; however, insurance brokers and agents must be
assigned through a competitive selection process. AON was retained following a noticed
Request for Proposal process in February of 2021.
Fiscal Impact:
The total cost for insurance coverage is budgeted in the FY 2022-23 budget for an estimated
amount of $3,765,514. Staff is recommending a not-to-exceed amount of $3,980,000 once the
final binding coverage is available. If a small adjustment less than 5% is needed, a mid-year
adjustment will be presented to Council. The funds are available in General Fund, Finance
Department Insurance Premium Account No. 011.1004.503035 and Vernon Public Utilities
Fund, Insurance Premiums Accounts No. 055.9000.503035 and 055.9190.503035.
Attachments:
1. FY 2022-23 Summary of Insurance Permiums
Fiscal Year 2022-23 Insurance Premiums Schedule
Insurance Type Coverage / Deductible Estimate Premium
Property - Power Generating $100 Million Limit,
Various Deductibles
$568,310
Property - Residential $7,950,653 Limit,
$2,500 Deductible
$39,275
Property - Municipal $59,614,930 Limit,
$25,000 Deductible
$84,530
Standalone Terrorism $100 Million Property Terrorism,
$5 Million Terrorism Liability,
$5 Million Active Shooter, $0
Deductible
$50,000
Auto Physical Damage (CE/APP)$10 Million Limit,
$5,000 Deductible
$13,926
Government Crime $1 Million Limit,
$25,000 Deductible
$3,824
Cyber Liability $5 Million Limit,
$100,000 Deductible
$72,000
Premises Pollution/Environmental
Impairment Liability
$5 Million Limit,
$5 Million per claim,
$25,000 Deductible except
$50,000 Deductible (Utility Locs.)
$100,000 Deductible (Natural Gas
Pipeline)
$61,415
1st Excess Liability $5 Million Limit,
$2 Million Deductible except $3
Million Deductible for Law
Enforcement
$160,000
2nd Excess Liability $5 Million Limit excess $5M $215,000
3rd Excess Liability $5 Million Limit excess $10M $110,000
4th Excess Liability $5M Limit excess $15M $60,000
Excess Worker's Compensation $50 Million Limit,
$1 Million Deductible except
$1,500,00 Deductible for
Presumptive Losses
$187,600
Special Event GL $2 Million Limit, $1
Million Each Occurrence
$3,200
Malburg Generating Station
Excess Liability $100 Million Limit $699,064
Property Insurance $200 Million Limit $1,355,735
Commercial Property/EQ and FL $50 Million Limit, $153,038
Workers Compensation $50 Million Limit, $57,538
Environmental $5 Million Limit $57,418
Terrorism $200 Million Limit $26,152
Total Amount $3,978,025
City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 21, 2022
SUBJECT
Purchase Contract with Merrimac Energy Group to Procure Fuel
Recommendation:
Approve and authorize the issuance of a Purchase Contract with Merrimac Energy Group in
an amount not-to-exceed $500,000 to procure fuel for Citywide fleet for Fiscal Year 2022-
2023.
Background:
The Public Works Department (Public Works) purchases the fuel for the City’s entire fleet of
vehicles. In order to avoid the higher cost of retail purchases at the pump, it is most
advantageous for the City to contract for the delivery of bulk fuel from a licensed vendor that
can supply fuel to the City’s fuel tank locations.
Staff is recommending that the City Council award a Purchase Contract to Merrimac Energy
Group (Merrimac) for fuel in an amount not-to-exceed $500,000. For the proposed purchase,
the City intends to piggyback on a current contract between Merrimac and the City of San
Buenaventura (Ventura) (Attachment 1). Per Vernon Municipal Code 3.32.110 (A)(5), the
purchase with Merrimac is exempt from competitive bidding, as piggybacking allows the City
to leverage the same prices, and terms and conditions for supplies, equipment, or services as
in a previous award negotiated by another public agency. The Finance Director has
determined that piggybacking for this purchase is advantageous for the City.
Under the contract with Merrimac, the price of red dye diesel, renewable diesel, gasoline fuel,
diesel exhaust fluid and lubricants are determined daily by the Oil Price Information Service
(OPIS) Early Day “Los Angeles Average,” as published weekly by the United Communications
Group. The Contractor’s Customer Service Representative shall monitor the daily pricing and
advise the City of potential price increases and/or decreases, enabling the City to secure the
most optimal pricing for its fuel purchases.
On average, the City spends about $35,000 per month on fuel. With fuel costs escalating over
the past year, the requested amount will ensure that Public Works is able to procure the
amount of fuel necessary to operate the City’s fleet for Fiscal Year 2022-2023.
Fiscal Impact:
Sufficient funds for the purchase of fuel are included in the Vehicle Expense Account for each
City Department.
Attachments:
1. City of Ventura - Merrimac Agreement FY 2022-23
ATTACHMENT A
City Council Agenda Item Report
Submitted by: Lissette Melendez
Submitting Department: Public Works
Meeting Date: June 21, 2022
SUBJECT
Purchase Contract for City Contract No. CS-1466: City Hall Chiller Condenser Coils
Replacement
Recommendation:
A. Find that the proposed action is categorically exempt from California Environmental
Quality Act (CEQA) review, in accordance with CEQA Guidelines § 15301, because the
project consists of the maintenance, repair or minor alteration of existing equipment and
involves negligible or no expansion of an existing use;
B. Approve and authorize the issuance of a Purchase Contract with Western Allied
Corporation for the replacement of the City Hall Chiller condenser coils for a total amount
of $35,990; and
C. Authorize a contingency of $10,000 in the event that additional unforeseen repairs are
necessary, and grant authority to the City Administrator to issue change orders for an
amount up to the contingency amount, if necessary.
Background:
Recently, the City Hall Chiller stopped working and, during the inspection to determine
necessary repairs, the City's contractor discovered a leak deep within the Chiller's condenser
coils. In order to resume operation of the Chiller, it is recommended that two coils within the
machinery be replaced to stop the leak. The Public Works Department requested quotes from
vendors for the repairs since this type of specialized work cannot be completed by City staff.
To minimize the impact on City Hall functions, the contract calls for the repairs to be
completed between Friday evening and Sunday.
Pursuant to the City’s Purchasing Guidelines, Staff performed an informal selection process to
obtain quotes for the repair project. The informal selection process for contracts valued
between $15,000 and $50,000 requires no fewer than five vendor bids. Although staff solicited
a total of eight quotes, only two bids were received. The following quotes for the project were
received by the deadline indicated of Monday, May 23, 2022, at 2:00 p.m.:
Western Allied $35,990
Complete Thermal Services $36,145
Staff evaluated the quotes received and determined that Western Allied provided the lowest,
complete, responsive quote. Performance Bonds and Labor and Materials Bonds are not
required for this type of work; however, all necessary insurances will be required.
According to Vernon Municipal Code Section 3.32.030 (B), if in the 12 months preceding the
effective date of a proposed new, renewed, or otherwise amended contract, the City has paid
or awarded the proposed vendor more than $100,000 pursuant to contracts with the vendor,
then the proposed new, renewed, or otherwise amended contract shall be approved only by
the City Council. Western Allied has current contracts with the Public Works Department
totaling $74,957. With issuance of the proposed purchase contract, the overall expenditures
with Western Allied would exceed the $100,000 threshold.
Staff recommends awarding a Purchase Contract to Western Allied in the amount of $35,990;
and recommends granting the City Administrator authority to issue change orders for a total
amount of up to $10,000 in the event of unexpected changed conditions or to accommodate
additional required work, for a potential total cost not to exceed $45,990.
Fiscal Impact:
Sufficient funds for the contract are available in the General Fund for City Buildings, Account
No. 011.1049.900000.
Attachments:
1. Western Allied Quote
WESTERN ALLIED CORPORATION
The Building Relationship People
Celebrating 62 Years 1960 - 2022
PO Box 3628 (use PO Box for mail) Santa Fe Springs, CA 90670 12046 E. Florence Avenue 562/944-6341 Fax 562/944-7092 Contractors License No. 198821
Air Conditioning Service, Maintenance, & System Correction
May 16, 2022 Proposal # 2268a City of Vernon
4305 S. Santa Fe Avenue
Vernon, CA 90058 Re: City Hall Main Chiller; Condenser Coil Replacement Revised for current standard lead time
Attn.: Mr. Kenny Jackson Dear Kenny:
This letter is to follow up on our recent discovery that one of your primary chiller’s
circuits was low on refrigerant. As you know, further investigation found a refrigerant leak in a condenser coil. The leak is at a tube at some point deep within the coil; it is not at an outside tube that we can reach to make the sort of repair that we made on the other coil of this circuit a few years ago. The right solution is to replace the coil.
As you know, the chiller has two circuits. Each circuit has two coils. In this same
circuit that now has a leaking coil, the other coil was repaired 3-4 years ago. As noted above, that leak was repairable because the tube that was leaking was an outside tube and we could therefore get to it. The leak this time is in an interior tube, where access is not possible.
Per your requested scope of work, we offer to replace both coils in this circuit, which would include the coil that has been repaired. The scope of work involves removing the top of the chiller and getting a large crane on site for rigging the coils.
Pricing is based upon doing the entire job on overtime, starting Friday evening. It will
be necessary to make sure that the culdesac to the south of the building (Furlong Place) has no cars in the northern portion, either along the end circle or parked in the spaces off the circle to the north, the night before the crane lift so the crane will have unimpeded access.
Our price to replace both coils as noted above is $35,990.00.
Lead time is presently quoted by Trane as 10-12 weeks, plus shipping time. The “quicker ship” option at premium pricing is no longer available.
Please let me know if you have any questions. If you wish to proceed, please advise the
appropriate purchase order number for the project. Pricing is valid for 30 days from the date of this proposal. Best Regards,
Mike Gallagher
City Council Agenda Item Report
Submitted by: Joaquin Leon
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022
SUBJECT
Annual Statement of Investment Policy for Fiscal Year 2022-2023
Recommendation:
Adopt Resolution 2022-22 approving an Annual Statement of Investment Policy for Fiscal
Year (FY) 2022-2023 and delegating investment authority to the Director of Finance/City
Treasurer.
Background:
The Annual Statement of Investment Policy (Investment Policy) sets forth the course of action
necessary to guide the decision-making of the City Council, Director of Finance/City
Treasurer, and those authorized to make investment decisions in the administration of the
City’s investment portfolio. The existing Investment Policy is in compliance with the California
Government Code and is a restatement of relevant sections applying to investment activities.
The Investment Policy is designed to ensure that the administration of surplus funds is
performed in accordance with the “prudent investor standard” pursuant to California
Government Code Section 53600.3. As such, capital preservation is of paramount importance
and, thus, the City does not engage in speculative activities.
Pursuant to California Government Code Section 53646(a)(2), the City Treasurer may
annually render to the City Council an Annual Statement of Investment Policy which the City
Council shall consider at a public meeting. Staff made no changes to the Investment Policy
for FY 2021-2022 approved by Council on June 15, 2021 and proposes the same Investment
Policy to be adopted for FY 2022-2023. The proposed Investment Policy conforms with
California Law and is to be adhered to and attested by the Independent Certified Public
Accounting firm that performs the certified annual audit of the City's financial statements.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Resolution No. 2022-22
RESOLUTION NO. 2022-22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING AN ANNUAL STATEMENT OF INVESTMENT POLICY FOR
FISCAL YEAR 2022-2023 AND DELEGATING INVESTMENT AUTHORITY TO THE DIRECTOR OF FINANCE/CITY TREASURER
SECTION 1. Recitals. A. Pursuant to California Government Code Section 53646(a)(2), the City Treasurer may annually render to the City Council an Annual Statement of Investment Policy which the City Council shall consider at a public meeting.
B. Pursuant to Resolution No. 2021-20, the City Council approved the Annual Statement of Investment Policy for Fiscal Year 2021-2022, which delegated investment authority to the Director of Finance/City Treasurer, and granted the Director of Finance/City Treasurer express authority, as limited by Section 5.1 of the Policy, to make
investments of City funds in securities maturing more than five years from the date of purchase as part of an investment program. C. The City has continued to follow the Annual Statement of Investment Policy approved by Resolution No. 2021-20 for Fiscal Year 2021-2022.
D. The City Council desires to approve an updated investment policy and approve the Annual Statement of Investment Policy for Fiscal Year 2022-2023.
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 hereby approves the Annual Statement of Investment Policy (Investment Policy), for Fiscal Year 2022-2023, a copy of which is attached hereto as Exhibit A.
SECTION 4. The City Council hereby delegates to the Director of Finance/City Treasurer, or authorized designee, the authority to implement the Investment Policy and select the instruments for the City’s investment portfolio in accordance with the Investment Policy.
SECTION 5. The City Council hereby grants, as part of the City’s investment program, to the Director of Finance/City Treasurer, and authorized designee, express authority, as limited by Section 5.1 of the Policy, to invest in securities maturing more than five years from the date of purchase, and consistent with Government Code 53601, this
Resolution No. 2022-22 Page 2 of 20 _______________________
authority shall become effective no less than three months from the effective date of this
Resolution.
SECTION 6. If any section or part of this Resolution is found to be unenforceable by operation of law, the remaining sections or parts of this Resolution shall be in full force
and effect.
SECTION 7. This Resolution shall become effective July 1, 2022.
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 June, 2022.
________________________
LETICIA LOPEZ, Mayor ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
_________________________________
ZAYNAH N. MOUSSA, Interim City Attorney
CITY OF VERNON
ANNUAL
STATEMENT OF
INVESTMENT POLICY
FISCAL YEAR 2022/2023
Scott A. Williams Director of Finance/City Treasurer
July 1, 2022
Resolution No. 2022-22
Page 3 of 20
________________________
Table of Contents
0.0 PREFACE ............................................................................................................................ - 3 -
1.0 SCOPE ................................................................................................................................. - 3 -
2.0 PURPOSE ............................................................................................................................ - 3 -
3.0 OBJECTIVE ........................................................................................................................ - 4 -
4.0 DELEGATION OF AUTHORITY...................................................................................... - 5 -
5.0 INVESTMENT PROGRAM ............................................................................................... - 6 -
6.0 INSTRUMENTS AUTHORIZED FOR INVESTMENT ................................................... - 6 -
7.0 DESIGNATED ENTITIES FROM WHOM THE CITY MAY PURCHASE AUTHORIZED INVESTMENTS ................................................................................ - 13 -
8.0 PROHIBITED INVESTMENTS .................................................................................. - 13 -
9.0 ALLOWABLE HEDGABLE TRANSACTIONS ........................................................ - 14 -
10.0 STATEMENTS OF INVESTMENT ACTIVITIES ........................................................ - 16 -
11.0 CONFLICT OF INTEREST ............................................................................................ - 16 -
12.0 PUBLIC INQUIRY ......................................................................................................... - 17 -
13.0 ANALYSIS OF PROSPECTIVE INVESTMENTS ....................................................... - 17 -
14.0 SAFEKEEPING ............................................................................................................... - 17 -
15.0 BROKER/DEALER AND DEPOSITORY INSTITUTION RELATIONSHIPS ........... - 17 -
Resolution No. 2022-22
Page 4 of 20
________________________
Page 3 of 18
Investment Policy 2022/2023
0.0 PREFACE This Annual Statement of Investment Policy (the "Investment Policy") sets forth the course of action necessary to guide the decision-making of the City Council, and to the extent authorized
under Section 4.0 hereof, City Treasurer and all persons authorized to make investment decisions on behalf of the City of Vernon (the “City”) in the administration of the City's investment portfolio. While some portions of this Investment Policy are a restatement of the laws of the State of California (the “State”), it is viewed that these restatements are integral to the purpose and flow of
this Investment Policy. In most instances the use of future tense throughout this Investment Policy is intended to mean a continued practice or a practice which shall be continued. The following statements are intended to ensure the achievement of the purpose, the goals and objectives in an orderly and accurate manner. However, there is no guarantee that problems, errors
or losses will not arise in the course of administering the investment of idle or surplus funds. Among the obstacles and deterrents in achieving the goals and objectives of the portfolio are: unforeseen national or international events or crises, deviation of actual cash flow from forecasted cash flow, unforeseen demands on cash flow, policies made with regard to investment in local
depositories, errors in data or advice used to make decisions, as well as any other unanticipated event that may have an effect on local, national or international financial markets, economies or politics which in turn has a decided effect upon the portfolio. This Investment Policy is designed to achieve, keeping in mind the obstacles and deterrents in
pursuing portfolio goals and objective, the safety of the principal of all City funds, consistent with limited risk and prudent investment practices. 1.0 SCOPE
This Investment Policy governs the deposit, safekeeping and investment of the funds of the
Treasury, as well as all related transactions and investment activities. The investment of bond
proceeds and amounts held under indentures and other security agreements with respect to bonds as provided in Section 6.12 will be governed by the provisions of the relevant bond documents. 2.0 PURPOSE
The purpose of the Investment Policy is to facilitate accomplishment of the goals and objectives
of the Treasurer with regard to the investment of surplus funds (funds not required for the immediate needs of the City), to provide a framework within which to carry out the business of administering and investing the surplus funds of the Treasury, and to improve communications at all levels between those involved and those interested in the process of investing and administering
the surplus funds of the Treasury.
Resolution No. 2022-22
Page 5 of 20
________________________
Page 4 of 18
Investment Policy 2022/2023
3.0 OBJECTIVE 3.1 Legal Compliance
All investments shall be made in accordance with this Investment Policy, California Government Code Section 53600 et seq., and any forthcoming amendments or additions to the California Government Code in relation to the investment of local agency surplus funds. 3.2 Prudence
The administration of surplus funds of the City Treasurer, as a fiduciary trustee, shall be performed in accordance with the prudent investor standard pursuant to California Government Code Section 53600.3.
The City Treasurer and the City Council of the City and all persons authorized to make investment decisions on behalf of the City are "trustees" and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee of the City shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions
and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and satisfy the liquidity needs of the City. Within the limitations of this Investment Policy and Section 53600.3 of the California Government Code and considering individual investments as part to an overall strategy, the City Treasurer and all persons authorized
to make investment decisions on behalf of the City are authorized to acquire investments as authorized by law. As prudence shall be applied in the context of portfolio management, investment officers and their advisors, acting in accordance with written procedures and exercising due diligence, shall report
deviations from expectation in an individual security’s performance to the Treasurer in a timely fashion evaluate and appropriate action to be taken to control adverse developments. 3.3 Investment Criteria Goals
The Treasurer's primary goals for the investment of surplus funds (in the City's Treasury or monies in a sinking fund) are, in order of priority pursuant to California Government Code Section 53600.5: 3.3.1 Safety -- Safety of capital shall mean the safeguarding of capital through the
selection of investments and investing procedures to best protect against loss, whether arising from various investment risks (such as interest rate risk, market risk, counterparty risk, etc.) or from default, fraud, or error. 3.3.2 Liquidity -- The City's portfolio shall be invested so as to always have the ability
to convert sufficient securities in the portfolio to cash, with little or no loss in value, to cover cash flow needs of the City to meet contingency needs.
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3.3.3 Yield -- Yield refers to earning a reasonable rate of return and shall take into consideration current market conditions, the present phase of the market cycle, both
present and future cash flow needs, and the other primary goals of Safety and
Liquidity. 3.4 Performance Measurement
The investment portfolio will be managed in accordance with the parameters specified within this
Investment Policy. The methods of measuring investment performance and performance benchmarks shall be articulated in the internal policies of the City Treasurer's Department. 3.5 Maintenance of Public Trust
As the Treasurer has been entrusted with the safekeeping of public monies received from all sources, the Treasurer, in managing the investment portfolio, shall exercise a high degree of professionalism to ensure and sustain public confidence, remembering that both the investment instruments and the methods of transacting investment business are subject to public review and
scrutiny.
4.0 DELEGATION OF AUTHORITY The management responsibility for the City's investment program is hereby delegated to the City Treasurer in accordance with California Government Code Section 53607. Pursuant to California Government Code Sections 53601, the City Treasurer shall be responsible for the investment of
the City's funds (including the purchase, sale, or exchange of securities), the monitoring and reviewing of all investments for consistency under this Investment Policy, and the establishment of a system of controls to regulate the activities of subordinate officials. The Treasurer shall have the responsibility to execute investment transactions on a day to day
basis. When circumstances warrant, the responsibility to execute investment transactions may be delegated to the Deputy City Treasurer or to the City Treasurer's authorized designee. However, each and every transaction must be approved by the City Treasurer. Any persons authorized to make investment decisions on behalf of the City, shall be subject to
daily oversight and monitoring by the City Treasurer or the Treasurer's Office in order to insure full and complete compliance with this Investment Policy and the Government Code of the State of California, relating to the deposit and investment of funds and local agency finances. NO PERSON MAY ENGAGE IN AN INVESTMENT TRANSACTION EXCEPT AS
PROVIDED UNDER THE LIMITS OF THIS POLICY.
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5.0 INVESTMENT PROGRAM 5.1 Investment in Long Term Securities The City Treasurer and the authorized designees of the City Treasurer shall actively manage the
City's portfolio of investments in order to take advantage of changing economic conditions and to insure that the liquidity needs of the City are satisfied. As part of the City's investment program, the City Treasurer has the express authority to make investments in securities that have a term, or a term remaining to maturity, at the time of investment, in excess of five years, as long as such investments, taken in the aggregate in relation to the City's entire investment portfolio, do not
adversely impact the ability to satisfy the liquidity needs of the City and its funds and enterprises. Notwithstanding anything contained in this Investment Policy to the contrary, it is the policy of the City to limit the investment of money in the Electric Fund, including operating, reserve and surplus funds, in an amount up to one hundred million dollars ($100,000,000), to investments
otherwise permitted for such Fund under this Investment Policy which mature no later than five years from the time of such investment. 5.2 Active Portfolio Management
The City Treasurer has the express authority to sell, as he deems prudent, any securities in the City's portfolio of investments prior to the maturity date of the particular security. The City Treasurer has the express authority to invest in, as he deems prudent, any security authorized by this Investment Policy with the objective of selling that same security prior to its maturity date. The City Treasurer's authority to buy and sell securities for investment on behalf of the City
includes the authorization to buy and sell the same security on the same trading day. 6.0 INSTRUMENTS AUTHORIZED FOR INVESTMENT The City, having money in a sinking fund of, or surplus money in, its treasury not required for the immediate needs of the City may invest any portion of the money that it deems wise or expedient
in those investments set forth below. If the City purchases or obtains any securities prescribed in
this Section 6.0, in a negotiable, bearer, registered, or nonregistered format, the City shall require delivery of the securities to the City, including those purchased for the City by financial advisors, consultants, or managers using the City's funds, by book entry, physical delivery, or by third party custodial agreement. The transfer of securities to the Counterparty bank's customer book entry
account may be used for book entry delivery. For purposes of this Section 6.0, "Counterparty"
means the other party to the transaction. A Counterparty bank's trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the City.
Investments may be made in any security authorized by this Section 6, and by Section 53601 of
the California Government Code, that has at the time of investment, a term, or a term remaining to maturity, in excess of five years, as long as such investment comports with the policies and objectives of this Investment Policy and the provisions of the California Government Code.
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6.1 Bonds Issued by the City
Bonds issued by the City, including bonds payable solely out of the revenues from a
revenue-producing property owned, controlled, or operated by the City or by a department, board, agency, or authority of the City. 6.2 United States Treasury Bonds
United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 6.3 Bonds of the State of California
Registered State warrants or treasury notes or bonds of the State, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the State or by a department, board, agency, or authority of the State.
6.4 Bonds of State of California Local Agencies
Bonds, notes, warrants, or other evidences of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the
local agency.
6.5 Obligations Issued by Federal Agency or United States Government - Sponsored Enterprises
Federal agency or United States government-sponsored enterprise obligations, participations, or
other instruments, issued by, or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. 6.6 Bills of Exchange
Bankers’ acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers’ acceptances may not exceed 180 days maturity or 40 percent of the City's surplus money that may be invested pursuant to this Section 6. However, no more than 30 percent of the City's money may be invested in the bankers’ acceptances
of any one commercial bank pursuant to this Investment Policy.
6.7 Commercial Paper Commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical
rating as provided for by Moody's Investors Service, Inc. ("Moody's"), or the Standard & Poor's
Corporation ("S&P") or Fitch Financial Services, Inc. ("Fitch"). The corporation that issues the commercial paper shall be organized and operating within the United States, shall have total assets in excess of five hundred million dollars ($500,000,000) and shall issue debt, other than
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commercial paper, if any, that is rated "A" or higher by Moody's, S&P or Fitch. Eligible commercial paper shall have a maximum maturity of 270 days or less. The City may invest no
more than 25% of its money in eligible commercial paper. The City may purchase no more than
10 percent of the outstanding commercial paper of any single corporate issue. 6.8 Negotiable Certificates of Deposit
Negotiable certificates of deposit issued by a nationally or state-chartered bank, savings
association or a federal association (as defined by Section 5102 of the California Financial Code), a state or federal credit union, or by a state-licensed branch of a foreign bank. Purchases of negotiable certificates of deposit may not exceed 30 percent of the City's money which may be invested pursuant to this Investment Policy. For purposes of this Section 6.8, negotiable
certificates of deposit do not come within Article 2 of the California Government Code
(commencing with Section 53630), except that the amount so invested shall be subject to the limitations of California Government Code Section 53638 concerning maximum deposits. The City Council of the City and the City Treasurer or other official of the City having legal custody of the money are prohibited from investing City funds, or funds in the custody of the City, in
negotiable certificates of deposit issued by a state or federal credit union if a member of the City
Council of the City, or any person with investment decision making authority in the City Administrator's Office, Budget-Auditor's Office, Treasurer's Office or Finance Department of the City, also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing
the negotiable certificates of deposit.
6.9 Repurchase, Reverse Repurchase and Securities Lending Agreements 6.9.1 Investments in repurchase agreements or reverse repurchase agreements or
securities lending agreements of any securities authorized by this Section 6, as long
as the agreements are subject to this Section 6.9, including, the delivery requirements specified in this Section 6.9. 6.9.2 Investments in repurchase agreements may be made, on any investment authorized
in Section 6, when the term of the agreement does not exceed one year. The market
value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase
agreements shall be in compliance if the value of the underlying securities is
brought back up to 102 percent no later than the next business day. 6.9.3 Reverse repurchase agreements or securities lending agreements may be utilized only when all of the following conditions are met:
6.9.3.1 The security to be sold on reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the City for a minimum of 30 days prior to sale.
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6.9.3.2 The total of all reverse repurchase agreements and securities lending
agreements on investments owned by the City does not exceed 20 percent
of the base value of the portfolio. 6.9.3.3 The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the
entire period between the sale of a security using a reverse repurchase
agreement or securities lending agreement and the final maturity date of the same security. 6.9.3.4 Funds obtained or funds within the pool of an equivalent amount to that
obtained from selling a security to a counterparty by way of a reverse
repurchase agreement or securities lending agreement, shall not be used to purchase another security with a maturity longer than the maturity of the reverse repurchase agreement or securities lending agreement.
6.9.4 Investments in reverse repurchase agreements, securities lending agreements or
similar investments in which the City sells securities prior to purchase with a simultaneous agreement to repurchase the security, may only be made upon prior approval of the City Council of the City and shall only be made with primary dealers of the Federal Reserve Bank of New York or with a nationally or state-
chartered bank that has or has had a significant banking relationship with the City.
6.9.4.1 For purposes of this Section 6.9, "significant banking relationship" means any of the following activities of a bank:
6.9.4.1.1 Involvement in the creation, sale, purchase, or retirement of
the City's bonds, warrants, notes, or other evidence of indebtedness. 6.9.4.1.2 Financing of the City's activities.
6.9.4.1.3 Acceptance of the City's securities or funds as deposits. 6.9.5 Definitions
6.9.5.1 Repurchase Agreement
Repurchase Agreement means a purchase of securities by the City pursuant to an agreement by which the counterparty seller will repurchase the securities on or before a specified date and for a specified amount and the
counterparty will deliver the underlying securities to the City by book entry,
physical delivery, or by third party custodial agreement. The transfer of underlying securities to the counterparty bank's customer book-entry account may be used for book-entry delivery.
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6.9.5.2 Securities
Securities mean securities of the same issuer, description, issue date, and maturity. 6.9.5.3 Reverse Repurchase Agreement
Reverse Repurchase Agreement means a sale of securities by the City pursuant to an agreement by which the City will repurchase the securities on or before a specified date and includes other comparable agreements.
6.9.5.4 Securities Lending Agreement
Securities Lending Agreement means an agreement under which the City agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the City. During the term of the agreement, both the securities
and the collateral are held by a third party. At the conclusion of the
agreement, the securities are transferred back to the City in return for the collateral. 6.9.5.5 Base Value
Base Value of the City's pool portfolio shall be that dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any amounts obtained through selling securities by way of reverse repurchase agreements or other similar borrowing methods.
6.9.5.6 Spread Spread means the difference between the cost of funds obtained using the reverse repurchase agreement and the earnings obtained on the reinvestment
of the funds.
6.10 Medium-Term Notes Medium-term notes, defined as all corporate and depository institution debt securities with a
maximum remaining maturity of five years or less, issued by corporations organized and operating
within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this Section 6.10 shall be rated "A" or better by a nationally recognized rating service. Purchases of medium-term notes shall not include other instruments authorized by Section 6 and may not exceed 30 percent of the
City's surplus money which may be invested.
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6.11 Diversified Management Company Shares
6.11.1 Shares of beneficial interest issued by diversified management companies that
invest in the securities and obligations as authorized by Sections 6.1 to 6.10, inclusive, or Sections 6.13 or 6.14 and that comply with the investment restrictions of Article 1 (commencing with Section 53600 of the California Government Code) and Article 2 (commencing with Section 53630 of the California Government
Code). However, notwithstanding these restrictions, a counterparty to a reverse
repurchase agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement may be 100 percent of the sales price if the securities are
marked to market daily.
6.11.2 Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-l, et seq.).
6.11.3 If investment is in shares issued pursuant to Section 6.11.1, the company shall have met either of the following criteria: 6.11.3.1 Attained the highest ranking or the highest letter and numerical
rating provided by not less than two nationally recognized statistical
rating organizations; or 6.11.3.2 Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not
less than five years' experience investing in the securities and
obligations authorized by Sections 6.1 to 6.10, inclusive, or Sections 6.13 or 6.14 and with assets under management in excess of five hundred million dollars ($500,000,000).
6.11.4 If investment is in shares issued pursuant to Section 6.11.2, the company shall
have met either of the following criteria: 6.11.4.1 Attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical
rating organizations; or
6.11.4.2 Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual
funds with assets under management in excess of five hundred
million dollars ($500,000,000).
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6.11.5 The purchase price of shares of beneficial interest purchased pursuant to this Section 6.11 shall not include any commission that the companies may charge and
shall not exceed 20 percent of the City's surplus money that may be invested
pursuant to this Section 6. However, no more than 10 percent of the City's surplus funds may be invested in shares of beneficial interest of any one mutual fund pursuant to Section 6.11.1.
6.12 Moneys Pledged to Payment or Security of Bonds of the City
Moneys held by a trustee or fiscal agent and pledged to the payment or security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of the City, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other
agreements, may be invested in accordance with the statutory provisions governing the issuance
of those bonds, indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith or if there are no specific statutory provisions, in accordance with the ordinance, resolution, indenture, or agreement of the City providing for the issuance.
6.13 Bonds Secured by Government Code Section 53651 Eligible Securities
Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 of the California Government Code as eligible securities for the purpose of securing local agency deposits having a market value at least
equal to that required by Section 53652 of the California Government Code for the purpose of
securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank which is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations
applicable to the types of securities in which the security interest is granted.
6.14 Mortgage Pass-Through Security Any Mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or
other pay-through bond, equipment lease-backed certificate, consumer receivable pass-through
certificate, or consumer receivable-backed bond, in each case, of a maximum of five years maturity. Securities eligible for investment under this Section 6.14 shall be issued by an issuer having an "A" or higher rating for the issuer's debt as provided by a nationally recognized rating service and rated in a rating category of "AA" or its equivalent or better by a nationally recognized
rating service. Purchase of securities authorized by this Section 6.14 may not exceed 20 percent
of the City's surplus money that may be invested pursuant to Section 6. 6.15 Pooled Investment Funds
6.15.1 County Pooled Investment Funds in accordance with the laws and regulations
governing those Funds and Section 53684 of the California Government Code.
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6.15.2 State of California pooled “Local Agency Investment Fund” in accordance with the laws and regulations governing those Funds and Section 16429.1 et seq. of the
California Government Code.
7.0 DESIGNATED ENTITIES FROM WHOM THE CITY MAY PURCHASE AUTHORIZED INVESTMENTS
The purchase by the City of any investment authorized pursuant to California Government Code Sections 53601 or 53601.1, not purchased directly from the issuer, shall be purchased either from an institution licensed by the State as a broker-dealer, as defined in Section 25004 of the California
Corporations Code, or from a member of a federally regulated securities exchange, from a national
or state-chartered bank, from a savings association or federal association (as defined by Section 5102 of the California Financial Code) or from a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. 8.0 PROHIBITED INVESTMENTS
8.1 The City shall not invest any funds pursuant to this Investment Policy or pursuant to California Government Code, Article 2, Deposit of Funds (commencing with Section 53630) in inverse floats, range notes, or mortgage-derived, interest-only strips.
8.2 The City shall not invest any funds pursuant to this Investment Policy or pursuant to
California Government Code, Article 2, Deposit of Funds (commencing with Section 53630) in any security that could result in zero interest accrual if held to maturity. However, the City may hold prohibited instruments currently owned by the City until their maturity dates. The limitation in this Section 8.2 shall not apply to City investments in shares of beneficial interest issued by
diversified management companies registered under the Investment Company Act of 1940 (15
U.S.C. Sec. 80a-1, and following) that are authorized for investment pursuant to Section 6.11. 8.3 The City is prohibited under this policy from engaging in speculative activities typical to many organizations orientated toward profit maximization. Taking risks in order to arbitrage
market opportunities, or risks unrelated to the City’s normal business activities is prohibited.
These include investments in derivatives such as contracts-options, swaps, and futures/forward contracts without a clear, identifiable, justifiable, and effective hedgeable item.
8.4 Prior to entering into an allowable hedgeable transaction, such as a swap agreement, the City shall review legal documentation subject to the transaction to understand the terms of the transaction, the risks taken on by the parties, and the remedies available to them. These
documents may include, among others, the ISDA Master Agreement, Schedule, Confirmation and Credit Support Annex. Such documentation will be retained to support the basis of the decision.
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9.0 ALLOWABLE HEDGABLE TRANSACTIONS
9.1 Interest rate swap contract in conjunction with debt issuances shall be reviewed as part of the City‘s overall financial position considering both the potential benefits and potential risks. Prior to submitting a swap agreement for City Council’s approval, the potential benefits and potential benefits are to be analyzed. The results of the analysis shall be provided to City Council
at the time of approval.
9.2 Potential benefits: Accessing the swap market increases the array of options available to
the City for hedging risk. Using swaps, can in some circumstances, reduce costs or improve cash flows, thereby increasing resources available for debt service, other public purposes, and contributing to the City’s overall mission. The City shall consider the following benefit factors when determining the applicability as part of different strategies:
9.2.1 Reducing borrowing costs, by using floating-to-fixed rate swaps combined with variable rate bonds to achieve costs lower than those available with fixed-rate bonds,
or by using fixed-to-floating rate swaps to create synthetic floating rate debt and
achieve lower costs without external liquidity or remarketing support. 9.2.2 Improving cash flows, by using basis swaps where the City expects the payments
received from the counterparty to be greater, over time, than the payments made to the counterparty. 9.2.3 Locking in current rates for future transactions, through forward-starting swaps or swaptions. 9.2.4 Matching assets and liabilities, by using a swap contract so that fixed-rate debt
is matched with fixed-rate assets and floating-rate debt is matched with floating-rate assets. 9.2.5 The City shall take into account the potential benefits of swap transactions in
conjunction with debt issuances by recognizing that in the proper circumstances they can have a positive effect on the City’s financial position. 9.3 Potential Risks: Interest rate swaps involve certain risks that shall be considered when doing an analysis. Prior to submitting a swap agreement to City Council for approval, the potential risk factors will be examined and analyzed. They will be presented as part of the overall staff report in order to provide a full perspective of both the risks and benefits. There are five potential risk factors that encompass ten different separate elements: 9.3.1 Risk Factor No. 1: Cash flows and/or net revenues
9.3.1.1 Basis Risk: The risk that variable rate payments received will be less than
variable rate payments they were designed to offset, because the variable rate payments received and the variable rate payments owed are based on different indexes, and the ratio between those indexes changes over time.
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9.3.1.2 Tax Risk: The risk that the City’s costs will raise because federal income tax rates fall, or because the tax exemption for municipal debt is eliminated
or is modified in a way that reduces its value. 9.3.1.3 Yield Curve Risk: The risk is that the City’s cash flow will be adversely affected because the slope of the yield curve is not as the City anticipated
when entering into the swap. This is an aspect of basis risk that may affect
the termination value for swaps contacts. 9.3.1.4 Amortization Mismatch: The risk that the notional amount of the swap and
the outstanding principal amount of the debt intended to be hedged will no longer be equal. Such mismatch may be a feature of the transaction at its inception or may be caused by subsequent events, such as redemption of bonds before maturity or termination of the swap before bond maturity. 9.3.2 Risk Factor No. 2: Balance Sheet 9.3.2.1 Termination Risk: The risk that the City will be required to make a payment
based on the market value of the swap in connection with an unforeseen
termination of the swap, at a time when the market value is negative to the issuer. 9.3.2.2 Collateral Posting Risk: The risk that the City will be required to post
collateral, upon a downgrade of its credit rating or other trigger event a time when the market value is negative. 9.3.3 Risk Factor No. 3: Counterparty Risk 9.3.3.1 The risk that the counterparty will no longer perform its obligations under the contract, or that the counterparty’s credit quality will decline to the point where there is uncertainty about its ability to perform. 9.3.4 Risk Factor No. 4: Future Financial Management 9.3.4.1 Market Access Risk: The risk that the City will be unable to obtain derivatives contracts when needed in the future on reasonably favorable terms, including new derivatives upon early or scheduled termination of existing hedges (“Rollover Risk”). 9.3.4.2 Loss of Flexibility: The risk that a swap contract will limit the issuer’s debt management options in the future due to an inability to modify or terminate the swap without cost. 9.3.5 Risk Factor No. 5: Management Complexity 9.3.5.1 The risk that certain swap contracts may add a level of complexity to
financial management that will require ongoing commitment of additional
resources. The utilization of a financial advisory firm to assist or review transactions prior to entering into an arrangement may be required.
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10.0 STATEMENTS OF INVESTMENT ACTIVITIES 10.1 Annual Statement of Investment Policy The City Treasurer shall annually render to the City Council a statement of investment policy, which the City shall consider at a public meeting. Any changes in the investment policy shall also
be considered by the City Council of the City at a public meeting. 10.2 Quarterly Report of Investments The City Treasurer shall render a quarterly report to City Council. The quarterly report shall be so submitted within 30 days following the end of the quarter covered by the report. This report shall include the type of investment, issuer, date of maturity par and dollar amount invested on all
securities, investments and moneys held by the City and shall additionally include a description of any of the City's funds, investments, or programs that are under the management of contracted parties, including lending programs. With respect to all securities held by the City and under management of any outside party that is not also a local agency or the State of California Local Agency Investment Fund (LAIF), the report shall also include a current market value as of the date
of the report, and shall include the source of this same valuation. For local agency investments that have been placed in the State of California Local Agency
Investment Fund (LAIF), in National Credit Union Share Insurance Fund-insured accounts in a
credit union, in accounts insured or guaranteed pursuant to Section 14858 of the California Financial Code, or in Federal Deposit Insurance Corporation-insured accounts in a bank or savings and loan association, in a California County investment pool, or any combination of these, the City Treasurer and the Treasurer's Department may supply to the City Council the most recent
statements received by the City from these institutions. The quarterly report shall state compliance of the portfolio to this Investment Policy, or the manner in which the portfolio is not in compliance. The quarterly report shall include a statement denoting
the ability of the City to meet its budgeted expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available. In the quarterly report, a subsidiary ledger of investments may be used in accordance with accepted accounting practices. 10.3 Monthly Investment Transaction Report The authority of the City Council to invest or to reinvest funds of the City, or to sell or exchange
securities so purchased has been delegated for a one-year period by the City Council to the City Treasurer, who shall thereafter assume full responsibility for those transactions and shall make a timely monthly report of those transactions to the City Council. 11.0 CONFLICT OF INTEREST No City employee shall, outside of regular working hours, engage in any professions, trade,
business or occupation which is incompatible or involves a conflict of interest with his/her duties
as a City Officer or employee.
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12.0 PUBLIC INQUIRY The City Treasurer's portfolio and related transactions are a matter of public record. Any member of the public may receive a copy of the portfolio or this Investment Policy by requesting a copy at the Treasurer's Office. The Treasurer may charge a fee for the copy, as allowed by law. 13.0 ANALYSIS OF PROSPECTIVE INVESTMENTS Due to the complexity of the various investment instruments available and uncertainty of market conditions the Treasurer may seek professional advice in making investment decisions in order to
optimize investment selections. 14.0 SAFEKEEPING As required by California Government Code Section 53601 all investment instruments in a negotiable, bearer, registered, or nonregistered format, shall be delivered to the City's custodial bank by using book entry or physical delivery. The "delivery vs. payment" purchase procedure shall be used. The City’s custodial bank for safekeeping of the bonds, notes, bills, debentures, obligations, certificates of indebtedness, warrants, or other evidences of indebtedness in which the money of
the City is invested pursuant to this policy shall be one of the following: (a) a federal or state
association (as defined by Section 5102 of the Financial Code), (b) a trust company or a state or national bank located within California, (c) the Federal Reserve Bank of San Francisco or any branch thereof within California, (d) any Federal Reserve Bank, or (e) with any state or national bank located in any city designated as a reserve city by the Board of Governors of the Federal
Reserve System. 15.0 BROKER/DEALER AND DEPOSITORY INSTITUTION RELATIONSHIPS 15.1 Approved List of Broker/Dealer Institutions Subject to Section 7.0, the City Treasurer shall approve and maintain a list of broker/dealers and depository institutions authorized to provide investment and other services to the City. All
investments must be made with institutions that have been approved by the City Treasurer prior to
investing. 15.2 Broker/Dealer Commissions and Fees Chargeable to the City All broker/dealers who transact with the City and buy and sell securities on the City's behalf shall earn a commission or charge a fee not to exceed an amount deemed prudent and reasonable
by the Financial Industry Regulatory Authority (“FINRA”) and what is customary in the industry
for the types of securities being purchased by the City.
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15.3 Deposit and Investment of Funds of the City All depository institutions that do business with the City shall be in compliance with the requirements of Article 2, commencing with Section 53630, of the Government Code of the State of California, concerning the deposit of funds, including the overall creditworthiness and credit ratings requirements of the sections of that Article.
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City Council Agenda Item Report
Submitted by: Veronica Petrosyan
Submitting Department: Health and Environmental Control Department
Meeting Date: June 21, 2022
SUBJECT
University of Southern California (USC) Keck School of Medicine Internship Affiliation
Agreement
Recommendation:
Approve and authorize the City Administrator to execute the Internship Affiliation Agreement
with USC Keck School of Medicine in substantially the same form as submitted.
Background:
The USC Master of Public Health (MPH) program offers a rigorous curriculum that attracts
dedicated and ambitious professionals with a passion to serve in the public health arena. The
program’s core coursework aims to develop key public health competencies and skills using
cases and examples from industry, ranging from local to global.
An integral part of the USC MPH program, the university's field internship program is a
structured and supervised professional experience with an approved agency for which
students receive academic credit. As a working partnership between students and public
health agencies, the internship offers students hands-on experience in an area of public
health, including city, county, state, federal or community-based agencies. The goal of the
internship is to further students’ practical experience while enhancing the work of public
health. Through the internship, students have the opportunity to demonstrate an integration of
coursework into a real-world setting, preparing them for a professional career in public health.
USC has developed an innovative internship program that will serve as a national model for
recruiting and training a diverse pool of MPH students. The proposed internship program
partnership provides the City an opportunity to prepare and encourage the next generation of
public health professionals, and allows exposure to Vernon's unique operation, potentially
motivating students to consider employment with public health departments in
underrepresented and underserved communities. Staff recommends the approval of the
internship affiliation agreement. The proposed agreement has been reviewed and approved
as to form by the City Attorney's Office.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Internship Affiliation Agreement with USC Keck School of Medicine
Page 1 of 5
INTERNSHIP AFFILIATION AGREEMENT
This INTERNSHIP AFFILIATION AGREEMENT (“Agreement”) is entered into on the
21st day of June, 2022, by and between the University of Southern California through its Keck School of
Medicine, whose principal place of business is 2001 N Soto Street Suite 201D, Los Angeles, CA, 90032
(hereinafter called the “University”), and the City of Vernon, a California charter City and California
municipal corporation (hereinafter called the “Facility”), whose principal place of business is 4305 South
Santa Fe Avenue, Vernon, CA 90058.
Recitals
WHEREAS, the University has an undergraduate and graduate curriculum in preventive medicine and
other public health programs and field experience is a required and integral component of those curricula;
and
WHEREAS, the University desires the cooperation of Facility in implementing a field internship program
in preventive medicine and other public health programs at Facility and training University students in
the practical applications of preventive medicine and other public health programs (“Internship
Program”); and
WHEREAS, Facility will benefit from the contributions of the students participating in the Internship
Program; and
WHEREAS, Facility wishes to assist the University in implementing an Internship Program.;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the University and the
Facility enter into this Agreement on the terms and conditions set forth below.
The University Rights and Responsibilities
1.To assign students to Facility who meet the University’s requirements and qualifications to
participate in the Internship Program.
2.To appoint a University faculty or staff member as “Internship Director” to administer the
University’s responsibilities related to the Internship Program and to oversee the students’ field
experience at Facility.
3.To establish and maintain ongoing communication with the Field Supervisor, as defined below,
regarding the Internship Program.
4.To notify the Field Supervisor, at a time mutually agreed upon, of the University’s planned
schedule of students’ assignments, including the names of the students, level of academic
preparation, and length and dates of the internship experiences.
5.To inform students that they are to obtain and maintain adequate health insurance coverage
during the time that students participate in the Internship Program and to provide evidence of
such coverage to Facility, at Facility’s reasonable request.
6.To ensure that all students participating in the Internship Program at Facility will have and
maintain professional liability insurance through the University’s insurance coverage in the
amounts set forth below.
7.To direct the assigned students to comply with the existing pertinent rules and regulations of the
Facility and all reasonable directions given by qualified Facility personnel.
8.To assume responsibility for providing grades to the students in connection with the Internship
Program.
9.To inform Facility in the event that a student withdraws from the Internship Program or
otherwise is unable to complete the Internship Program.
Internship Affiliation Agreement with USC
Page 2 of 5
Facility Rights and Responsibilities
1. To provide one (1) qualified Facility supervisor (“Field Supervisor”) for each student enrolled in
the Internship Program, such Field Supervisor to be experienced in administering and evaluating
public health programs or policies. Selection of Field Supervisors will be mutually agreed upon by
the University and the Facility prior to the commencement of the internship. Field Supervisors
will be responsible for the supervision of students at all times while students are at the Facility.
The Field Supervisor’s responsibilities include the following:
· Orient the student to the Facility;
· Assist the student in gaining access to information and data required for the project to be
completed by student;
· Monitor student’s attendance and meet with student at regular intervals;
· Submit a final evaluation report of the student’s activities; and
· Any other responsibilities mutually agreed upon by the parties.
2. To complete an application for field placement students and to comply with the Field Internship
Learning Contract.
3. To provide field experiences in accordance with the requirements of the University’s curriculum.
On-site visits will be arranged when feasible and/or upon request by the University. Facility shall
advise the University of any changes in its personnel, operation or policies which may materially
affect the students’ field experiences or the Internship Program at Facility
4. To ensure that students are given duties commensurate with their skills and experience.
5. To provide the physical facilities, resources and equipment necessary to operate the Internship
Program at Facility, including use of library facilities, reasonable work and storage space.
6. To determine the number of students which it can accommodate during a given period of time
and notify the University promptly prior to the commencement of the Internship Program.
7. To provide the assigned students with a copy of the Facility’s existing pertinent rules and
regulations with which the students are expected to comply.
8. To make available, whenever reasonably necessary, emergency health care for the assigned
students, the cost of which shall be borne by the students.
9. To request the University to withdraw a student from the Internship Program at Facility when
student’s performance is unsatisfactory to Facility or student’s behavior is disruptive to Facility or
its patients. Facility shall state its reasons for requesting a student withdrawal in writing to the
Internship Director. It is understood that except as set forth in paragraph 10 below, only the
University can withdraw a student from the Internship Program at Facility.
10. To immediately remove from the Facility any student who poses an immediate threat or danger to
personnel or the quality of services provided at Facility.
11. To comply with all federal, state, and local laws and ordinances concerning the confidentiality of
student records.
12. To comply with all federal, state, and local laws and ordinances concerning human subject
research if students participate in a research program as part of a research team.
General Provisions
1. Non-discrimination. The parties shall make no distinction or discriminate in any way among
students covered by this Agreement on the basis of race, color, sex, creed, age, handicap or
Internship Affiliation Agreement with USC
Page 3 of 5
national origin.
2. Coordination of Internship Program. The parties shall use reasonable efforts to establish the
educational objectives for the Internship Program, devise methods for its implementation and
continually evaluate to determine the effectiveness of the field experience.
3. Students Not University or Facility Employees. The parties hereto agree that the University’s
students are fulfilling specific requirements for field experiences as part of a degree requirement
and, therefore, the University’s students are not to be considered employees or agents of either
the University or the Facility for any purpose, including Worker’s Compensation or employee
benefit program.
4. Insurance. Each party to this Agreement shall provide and maintain, at its own expense, a
program of insurance or self-insurance covering its activities and operations hereunder. Such
program of insurance or self-insurance shall include, but not be limited to, comprehensive
general liability and professional liability. The general liability insurance shall have a minimum
coverage of $300,000 per occurrence and cost $500,000 aggregate. The professional liability
insurance shall carry a single limit coverage of not less than $1,000,000 per occurrence and
$3,000,000 aggregate. Upon written request, either party shall provide the other with a
certificate evidencing such coverage.
5. Term. This Agreement shall be effective for a period of one year when executed by both parties.
This Agreement may be renewed annually upon notice in writing by one of the parties at least
thirty (30) days prior to the end of the term.
6. Termination. This Agreement may be terminated by either party with or without cause upon
ninety (90) days written notice, provided that all students currently enrolled in the Internship
Program at Facility at the time of notice of termination shall be given the opportunity to complete
the Internship Program at Facility.
7. Arbitration. All controversies, claims and disputes arising in connection with this Agreement shall
be settled by mutual consultation between the parties in good faith as promptly as possible, but
failing an amicable settlement shall be settled finally by arbitration in accordance with the
provisions of this paragraph. Such arbitration shall be conducted in Los Angeles, California, in
accordance with the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”). The parties hereto hereby agree that the arbitration procedure provided for herein shall
be the sole and exclusive method of resolving any and all of the aforesaid controversies, claims or
disputes. The costs and expenses of the arbitration, including without limitation attorneys' fees,
shall be borne by the parties in the manner determined by the arbitrator.
(a) Judicial Action. Legal action for (i) entry of judgment upon any arbitration
award or (ii) adjudication of any controversy, claim or dispute arising from a breach or
alleged breach of this paragraph may be heard or tried only in the courts of the State of
California for the County of Los Angeles or the Federal District Court for the Central
District of California. Each of the parties hereto hereby waives any defense of lack of in
personam jurisdiction of said courts and agrees that service of process in such action may
be made upon each of them by mailing it certified or registered mail to the other party at
the address provided for in this Agreement. Both parties agree that the prevailing party
shall be entitled to recover from the non-prevailing party reasonable expenses, including
without limitation, attorneys’ fees.
8. No Agency. Both parties acknowledge that they are independent contractors, and nothing
contained herein shall be deemed to create an agency, joint venture, franchise or partnership
relation between the parties, and neither party shall so hold itself out. Neither party shall have
any right to obligate or bind the other party in any manner whatsoever, and nothing contained in
this Agreement shall give or is intended to give any right of any kind to third persons.
Internship Affiliation Agreement with USC
Page 4 of 5
9. Assignment. Neither party hereto shall have the right, directly or indirectly, to assign, transfer,
convey or encumber any of its rights under this Agreement without the prior written consent of
the other party hereto. Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the University and Facility.
10. Governing Law. This Agreement shall be construed in accordance with and all disputes
hereunder shall be governed by the laws of the State of California.
11. Severability. If any term or provision of this Agreement is for any reason held to be invalid, such
invalidity shall not affect any other term or provision, and this Agreement shall be interpreted as
if such term or provision had never been contained in this Agreement.
12. Notice. All notices to be given under this Agreement (which shall be in writing) shall be given at
the respective addresses of the parties as set forth in the preamble to this Agreement, unless
notification of a change of address is given in writing. Any notice required by this Agreement
shall be deemed to have been properly received when delivered in person or when mailed by
registered or certified first class mail, return receipt requested, or by Federal Express to the
address as given herein, or such addresses as may be designated from time to time during this
term of this Agreement.
13. Authority to Sign. The parties signing below are authorized and empowered to execute this
Agreement and bind the parties to the terms and conditions contained herein.
14. No Third Party Beneficiaries. This Agreement shall not create any rights, including without
limitation third party beneficiary rights, in any person or entity not a party to this Agreement.
15. No Waiver. Any failure of a party to enforce that party’s right under any provision of this
Agreement shall not be construed or act as a waiver of said party’s subsequent right to enforce any
provisions contained herein.
16. Entire Agreement. This Agreement fully supersedes any and all prior agreements or
understandings between the parties hereto or any of their respective affiliates with respect to the
subject matter hereof, and no change in, modification of or addition, amendment or supplement
to this Agreement shall be valid unless set forth in writing and signed and dated by both parties
hereto subsequent to the execution of this Agreement.
17. Limitation of Liability. To the maximum extent permitted by law, in no event will either party be
responsible for any incidental damages, consequential damages, exemplary damages of any kind,
lost goodwill, lost profits, lost business and/or any indirect economic damages whatsoever
regardless of whether such damages arise from claims based upon contract, negligence, tort
(including strict liability or other legal theory), a breach of any warranty or term of this
agreement, and regardless of whether a party was advised or had reason to know of the possibility
of incurring such damages in advance.
Internship Affiliation Agreement with USC
Page 5 of 5
THE UNIVERSITY OF SOUTHERN CALIFORNIA,
On behalf of the School of Medicine
By: __________________________
Michael B. Nichol
Associate Vice Provost for Online Education
CITY OF VERNON
By: _________________________________
Carlos R. Fandino, Jr.
City Administrator
ATTEST:
__________________________________
Lisa Pope
City Clerk
APPROVED AS TO FORM:
__________________________________
Zaynah N. Moussa
Interim City Attorney
Please SCAN and email this agreement to:
Reyna Macias, MPH
Academic Advisor & Practicum Coordinator
USC MPH Program
e-mail: reynadia@usc.edu
City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 21, 2022
SUBJECT
Moratorium on Warehouse Uses, Freight and Terminals, Container Storage and Parking
Recommendation:
A. Find that the proposed action is exempt under the California Environmental Quality Act
(CEQA) review, because it is general policy and procedure-making activity that is
unrelated to any specific project, which must undergo separate CEQA review, and that
will not result in direct physical changes or reasonably foreseeable indirect physical
changes in the environment, and therefore does not constitute a “project” as defined by
CEQA Guidelines Section 15378; and
B. Adopt Interim Urgency Ordinance No. 1283 establishing a 45-day temporary moratorium
on the establishment, expansion, or modification of warehouse uses, freight terminals,
truck terminals, container storage, and container parking in the City of Vernon.
Background:
In recent years, the proliferation of e-commerce and rising consumer expectations of rapid
shipping have contributed to a boom in warehouse development. With its ports, population
centers, and transportation network, California has been especially affected by this trend.
Warehouses and related businesses such as truck terminals, truck yards, and container
storage operations generate significant environmental impacts. As a result, the California
Attorney General’s Bureau of Environmental Justice has increased its scrutiny over warehouse
developments and the impacts associated with their operations and heavy fleet use.
Like the State, the City has experienced significant growth of large warehouses, distribution
facilities and related businesses. Such facilities consume large areas of land in Vernon with
little benefit to the City as they typically do not provide many jobs or generate sufficient utility
users tax, property tax, sales tax, or business license revenues to off-set their impact on the
City. As noted above, warehouses and related businesses can generate unique environmental
impacts on surrounding properties and the larger community, including frequent truck traffic,
noise impacts from on-site operations, emissions and air quality issues that impact public
health, and maintenance impacts on City streets.
Currently, the vacancy rate in the City is exceptionally low. This increases the value of
property which, in turn, encourages the greater intensity of use at warehouse facilities, which
increase the truck trips generated by these facilities. Additionally, advances in robotics and e-
commerce have reduced the number of people employed by these facilities. The proliferation
of these facilities presents several issues for the Community and the City including land use,
traffic and safety, environmental and health, and fiscal issues.
Land Use Issues
All of Vernon is zoned industrial. By their nature, warehouse and related uses tend to locate
on large parcels of land and in large industrial buildings. Similarly, truck yards, cargo container
parking, and cargo container storage take large areas of land. These uses take up land that
could otherwise be used for purposes that would generate jobs, and additional property tax
and utility users tax for the City.
Traffic and Safety Issues
Warehouse facilities generate significant truck traffic, and sometimes these facilities and/or the
trucks operate 24-hours-a-day. This truck traffic causes environmental issues including traffic
congestion, detrimental air quality, noise, and vibration. These trucks travel City streets to
reach their destinations and, because of their sheer size, pose unique and challenging traffic
issues such as:
Increased safety risk for smaller vehicles, pedestrians, and bicyclists
Damage to City property/facilities from collisions (reported and unreported); i.e. street
lights, traffic signal equipment, signs, trees, curbs, medians, etc.
Reduced levels of service on streets and at intersections
Pavement impacts
Environmental and Health Issues
Diesel engines emit a complex mixture of air pollutants, including both gaseous and solid
material. The solid material in diesel exhaust is known as diesel particulate matter (DPM).
DPM is considered a subset of particulate matter less than 2.5 microns in diameter (PM2.5).
Most PM2.5 derives from combustion, such as the use of gasoline and diesel fuels by motor
vehicles. DPM is most concentrated adjacent to freeways and streets traveled by trucks.
PM2.5 is the size of ambient particulate matter air pollution most associated with adverse
health effects of the air pollutants that have ambient air quality standards. These health effects
include cardiovascular and respiratory conditions.
Fiscal Issues
Warehouse and related businesses generate significantly lower utility users tax, property tax,
sales tax, and business license revenues, than other less truck intensive uses, while trucks
significantly impact the condition of the City's streets.
The City commissioned a Pavement Management Plan to obtain an inventory of pavement
conditions for the City’s entire street network, and to develop strategies for the maintenance of
the City’s streets including a budgetary analysis to determine the funding needs. The report
concluded the average rating for the City’s street network is a C-. Much of the reason for this
low grade is due to the load related (alligator cracking and heave) distress caused by trucks. It
is estimated that it will require total expenditures of between $20 to $25 million from the
General Fund to bring the street network up to an average B+ rating. Additionally, trucks
frequently damage other City infrastructure including power poles, catch basins and traffic
signals.
Over the coming months, the City will update its General Plan and Zoning Code, and adopt a
Specific Plan or Plans to update its goals and policies for the development of the City. While
the City recognizes the value of warehouse facilities, the City must balance the interests of
such businesses with the well-being of the community, attraction of land uses that create high-
paying jobs, generate revenues to pay for street maintenance and other essential services,
and ensure that warehouse facilities mitigate their fair share of impacts on the City and the
surrounding community. The moratorium will provide staff the additional time to obtain all of
the information necessary to analyze the issues and provide recommendations to the Council.
The following provides the most salient details of the proposed moratorium:
Businesses Subject To Moratorium
All warehouse and related facilities as defined below are subject to this moratorium. Once it is
determined a warehouse or related facility is subject to the moratorium, other provisions of the
moratorium must be applied to that facility.
“Warehouse” means an industrial building used for the freight forwarding, deposit, storage,
safekeeping, transportation of goods, distribution facilities, logistics services such as but not
limited to material handling, packaging, inventory, transportation, storage, warehousing,
industrial wholesale, portable storage rental facility, truck terminals, hazardous materials
and/or hazardous waste facilities, truck yards, cargo container storage and cargo container
parking, and manufacturing uses with less than 50% of floor area devoted to manufacturing.
Exemptions from the Moratorium
1. The annual renewal of an existing business license, any permits necessary for the
routine maintenance of the buildings or sites, or any permits necessary for repairs
required due to an emergency or to protect the public health, safety, and welfare shall
not be considered issuance of a permit.
2. Tenant improvements for current tenants within an existing building, provided the tenant
improvements would not otherwise be considered an expansion or modification of the
facility.
3. Any new or renewed lease agreement, provided that the term does not exceed 3 years.
4. The establishment, expansion, or modification of any warehouse or related facilities with
pending permits or that have already received full approvals and commenced
construction or incurred expenses for construction prior to this ordinance.
Activities Subject to the Moratorium
During the effective period of this ordinance, no application for permit will be accepted, no
consideration of any application for permit will be made, and no permit will be issued by the
City for the establishment, expansion, or modification of any warehouse or related facilities
within the City until this ordinance has expired or has been repealed according to applicable
law. Further, all processing of existing applications for permits shall be suspended
immediately.
Ordinance Adoption
Adoption of the proposed Interim Urgency Ordinance requires a favorable vote by a four-fifths
vote of the City Council. If adopted, the Ordinance shall take effect immediately upon adoption
for a period of 45 days, at which time it will automatically expire unless extended by the City
Council.
Fiscal Impact:
There is no fiscal impact associated with this report.
Attachments:
1. Ordinance No. 1283
INTERIM URGENCY ORDINANCE NO. 1283
AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF VERNON, PURSUANT TO GOVERNMENT CODE SECTION
65858, ADOPTING A 45-DAY TEMPORARY MORATORIUM ON THE
ESTABLISHMENT, EXPANSION, OR MODIFICATION OF WAREHOUSE
USES, FREIGHT TERMINALS, TRUCK TERMINALS, CONTAINER
STORAGE, AND CONTAINER PARKING WITHIN THE CITY OF VERNON
AND DECLARING THE URGENCY THEREOF
SECTION 1. Recitals.
A.The City of Vernon (City) is a municipal corporation and a chartered city of the
State of California organized and existing under its charter and the Constitution of
the State of California.
B.The State Planning and Zoning Law (California Government Code Sections 65000,
et seq.) broadly empowers the City to plan for and regulate the use of land in order
to provide for orderly development, the public health, safety, and welfare, and a
balancing of property rights and the desires of the community.
C.This Interim Urgency Ordinance is enacted pursuant to the authority conferred
upon the City Council of the City of Vernon by Government Code Section 65858
and shall be in full force and effect immediately upon its adoption by a four-fifths
(4/5) vote of the City Council as if, and to the same extent that, such Ordinance
had been adopted pursuant to each of the individual sections set forth herein. The
City Council of the City of Vernon also finds and declares that it is necessary and
appropriate to adopt this Ordinance as an emergency measure, pursuant to
Chapter 4.4 of the Charter of the City of Vernon, for the immediate preservation of
the public safety, health, or peace.
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. Definitions. The following definitions are applicable to this Interim
Urgency Ordinance, unless the context clearly indicates otherwise:
A.“Cargo container” shall mean any container sufficiently durable for repeated use
which, by virtue of its own particular design, permits the temporary storage and
protection of bulk commodities, goods, and other cargo, and which may be
transported in various modes without intermediate loading or unloading.
B.“Cargo container storage“ shall mean a facility for the storage or stacking of one
or more cargo containers.
Ordinance No. 1283
Page 2 of 8_______________________
C.“Cargo container parking” shall mean a facility for the parking of a trailer, detached
from the tractor unit, on which one or more cargo containers may be loaded.
D.“Director” means the Director of Public Works, or his/her designee.
E.“Establishment” means to bring into existence (a new warehouse facility).
F.“Expansion” means:
1. Any increase of the total size of the floor area of any existing building;
2. Any expansion/intensification of truck yards, cargo container parking, and
cargo container storage;
3. Construction of any new structure on the premises of an existing business;
G.“Facility” means a temporary or permanent use of land or use of premises, a
building or structure, or part of a building or structure.
H.“Industrial wholesale” means an industrial facility consisting of the exchange of
large quantities of goods for future distribution and resale for financial or other
considerations.
I.“Modification” means making any changes, remodeling, or alterations to an
existing building or site that require permits. Modification shall include change in
tenant at an existing facility requiring a business license. A change in tenant means
any amendment to a lease agreement that extends the term of the lease for more
than three years, or a new lease agreement with a term longer than three years.
J.“Permit” means any City planning land use approvals, any new business license
tax permit (including the transfer of a business license from one owner to another),
and any building, grading, plumbing, electrical, or mechanical permit, whether the
approval or issuance is discretionary or ministerial.
K.“Portable storage rental facility” means operations that rent individual storage
containers to members of the public or businesses for the storage of a variety of
items.
L.“Truck” means all Federal Highway Administration (FHWA) vehicle classes
including Class 5 or higher.
M.“Truck yard” means a principal use of land for parking or storage of trucks in active
use with or without servicing or repairing of trucks as an incidental use thereto.
Ordinance No. 1283
Page 3 of 8_______________________
N.“Truck terminal” means a principal use of land or building where there are dock
facilities for trucks, either partially enclosed or unenclosed, for the purposes of
transferring goods or breaking down and assembling tractor-trailer transport.
O.“Warehouse” means an industrial building used for the freight forwarding, deposit,
storage, safekeeping, transportation of goods, distribution facilities, logistics
services such as but not limited to material handling, packaging, inventory,
transportation, storage, warehousing, industrial wholesale, portable storage rental
facility, truck terminals, hazardous materials and/or hazardous waste facilities,
truck yards, cargo container storage and cargo container parking, manufacturing
uses with less than 50% of floor area devoted to manufacturing.
SECTION 4. Urgency Findings. In accordance with California Government Code
Section 65858 and Vernon City Charter Chapter 4.4, in order to protect the public health,
safety, and welfare, the City Council of the City of Vernon hereby finds, determines, and
declares that:
A.The City has experienced significant growth of large warehouses, distribution
facilities, and related businesses. These facilities can generate unique
environmental impacts on surrounding properties and the larger community,
including frequent truck traffic, noise impacts from on-site operations, emissions
and air quality issues, and maintenance impacts on City streets.
B.Government Code Section 65858 expressly authorizes the City Council, in order
to protect public health, safety, and welfare, to adopt an interim urgency ordinance
prohibiting a use that is in conflict with a contemplated general plan, specific plan,
or zoning proposal that the legislative body, planning commission, or planning
department is considering or studying or intends to study within a reasonable time,
provided that the urgency ordinance shall require a four-fifths (4/5) vote of the
legislative body for adoption, and shall be of no further force and effect 45 days
from its date of adoption, unless duly extended. Chapter 4.4 of the Vernon City
Charter also authorizes the City Council to adopt an emergency ordinance for the
immediate preservation of public safety, health, or peace.
C.This Ordinance is being adopted to allow the City sufficient time to review, study
and revise the City’s laws, rules, procedures, and fees related to warehouse and
related businesses in the City of Vernon. In light of the City’s exceptionally low
vacancy rate and continued growth of large warehouse and related facilities, the
City Council finds that the following adverse public safety, health, and welfare
impacts are of real concern:
a. Establishment, expansion, or modification of warehouse and related
businesses may create immediate irreversible and costly adverse impacts in
the community; to wit, street damage, noise, vibration, and pollution. These
impacts are already dire for the City and would worsen and become less
Ordinance No. 1283
Page 4 of 8_______________________
manageable with every new warehouse facility that begins or expands its
operation in the City of Vernon. The City cannot afford to continue to impose
such impacts onto its budget and its citizens and cannot allow these impacts to
accumulate any further while the General Plan and Zoning Code are updated,
and Specific Plan or Plans are being developed.
b. It is now essential to determine the development capacity within the City where
such businesses are currently permitted, considering the capabilities of
infrastructure and public services.
c. Through analysis of the impacts currently imposed by the current amount of
truck traffic generated by warehouse and related facilities, traffic studies to
determine ways in which to minimize truck traffic impacts, and measures that
the City can take to mitigate or prevent impacts from logistics facilities
altogether.
d. Absent the adoption of this Ordinance, the establishment, expansion, or
modification of warehouse and related businesses could result in the negative
and harmful secondary effects identified above.
e. As a result of the negative and harmful secondary effects associated with the
establishment, expansion, or modification of warehouse and related
businesses, the current and immediate threat these businesses pose to the
public health, safety, and welfare, and the potential zoning conflicts that would
be created by such development, it is necessary to adopt a temporary, forty-
five (45) day moratorium on the establishment, expansion, or modification of
warehouse and related businesses in the City.
f. A moratorium is necessary in order to protect the City and its residents,
businesses and visitors from the potential health and safety impacts of logistics
businesses, including air quality, noise, traffic, parking, and other impacts, and
to preserve the quality of life and protect the health, safety, and welfare of the
surrounding communities.
g. A moratorium is immediately required to preserve the public health, safety, and
welfare and should be adopted immediately as an urgency ordinance, to make
certain that permits for warehouse and related businesses are issued only
under adequate regulations and consistent with the City’s future goals for
development and expansion. Imposition of a moratorium will allow the City
sufficient time to conclude the preparation of comprehensive studies and plans
for the regulation of such activities. The absence of this Ordinance would allow
the proliferation of such businesses and their undesirable secondary impacts,
and create a serious threat to the orderly and effective implementation of any
amendments to the General Plan and the Zoning Code, and Specific Plan or
Ordinance No. 1283
Page 5 of 8_______________________
Plans being developed, as well as the vision for the City going forward,
contemplated by the City Council.
h. Truck trips generated by logistics facilities have direct impacts on the
community including traffic, air quality, noise, vibrations, and health impacts on
the community.
i.Truck traffic increases the maintenance costs of streets for the City. For
example, a 1999 study for the City of Irwindale concluded that one loaded
mining truck causes street damage equivalent to that caused by 10,000
automobiles. City of Irwindale Mining Reclamation Impact Study, prepared by
Greystone, March 1999, Vol. I, p. iii @ 2.a., and Vol. II., pp. 25-29. A loaded
mining truck weighs approximately 80,000 pounds, which is comparable to the
average weight of loaded 18-wheeler trucks that commonly traverse the City of
Vernon to and from warehouse facilities. The City intends to further research
this issue and determine the impacts of trucks with three axles or more.
j.Trucks likely affect air quality, as their emissions are many times those of
passenger vehicles, and thus are also likely to have concomitant health effects.
Diesel engines emit a complex mixture of air pollutants, including both gaseous
and solid material. The solid material in diesel exhaust is known as diesel
particulate matter (DPM). DPM is considered a subset of particulate matter less
than 2.5 microns in diameter (PM2.5). Most PM2.5 derives from combustion,
such as use of gasoline and diesel fuels by motor vehicles, DPM is most
concentrated adjacent to freeways and streets traveled by trucks. PM2.5 is the
size of ambient particulate matter air pollution most associated with adverse
health effects of the air pollutants that have ambient air quality standards.
These health effects include cardiovascular and respiratory hospitalizations,
and premature death.
D.Over the next few months, the City will update its General Plan and Zoning Code
and adopt a Specific Plan or Plans to update its goals and policies for the
development of the City. While the City recognizes the value of warehouse
facilities, the City must balance the interests of such businesses on the one hand,
and the well-being of the community, attraction of land uses that create high-paying
jobs, generate revenues to pay for road maintenance and other essential services,
and ensure that warehouse facilities mitigate their fair share of impacts on the City
and the surrounding community.
E.Because of the actual and potential detrimental impacts of warehouse and related
uses upon the City, which impacts may not be presently adequately addressed by
the City’s existing ordinances and zoning regulations, there is a need to impose a
temporary moratorium on the establishment, expansion, or modification of
warehouse uses, freight terminals, truck terminals, container storage, and
container parking uses in order to study and develop policy guidance and
Ordinance No. 1283
Page 6 of 8_______________________
potentially implement changes to the City’s zoning regulations and General Plan
update.
F.The City Council further finds that the moratorium is a matter of local and Citywide
importance and is not directed towards any particular person or entity that seeks
to operate warehouse and related facilities.
SECTION 5. Moratorium.
A.Moratorium: Based on the findings set forth herein for the immediate preservation
of the public health, safety, and welfare, during the effective period of this
Ordinance, no application for permit will be accepted, no consideration of any
application for permit will be made, and no permit will be issued by the City for the
establishment, expansion, or modification of any logistics facilities within the City
until this Ordinance has expired or has been repealed according to applicable law.
Subject to the Exemptions set forth below, all processing of existing applications
for permits shall be suspended immediately.
B.Exemptions: This Ordinance shall not apply to the following:
1. The annual renewal of an existing business license, any permits necessary
for the routine maintenance of the buildings or sites, or any permits
necessary for repairs required due to an emergency or to protect the public
health, safety, and welfare shall not be considered issuance of a permit.
2. Tenant improvements for current tenants within an existing building,
provided the tenant improvements would not otherwise be considered an
expansion or modification of the facility.
3. Any new or renewed lease agreement, provided that the term does not
exceed three (3) years.
4. The establishment, expansion, or modification of any warehouse or related
facilities with pending permits or that have already received full approvals
and commenced construction or incurred expenses for construction prior to
this Ordinance.
SECTION 6. Review and Study. During the period of this Ordinance, the Director
of Public Works shall review and study the adverse impacts of and the benefits provided
by, warehouse and related facilities in the City, so as to quantify the concerns described
in Section 4, and shall recommend proposed revisions to the City’s laws, rules,
procedures, and fees related to these facilities, so as to enable the City to adequately and
appropriately balance the rights of existing property owners and future applicants who
wish to establish, expand, or modify logistics facilities, with the preservation of the health,
safety and welfare of the communities.
Ordinance No. 1283
Page 7 of 8_______________________
SECTION 7. Written Report. Pursuant to Government Code Section 65858, staff
must prepare for consideration by the City Council a written report describing measures
taken to address the condition which led to the adoption of this urgency ordinance. The
report will be provided to the City Council so that it may be considered and issued no later
than ten (10) days prior to the expiration of this urgency ordinance.
SECTION 8. Authority. The City Council of the City of Vernon hereby adopts this
Ordinance as an interim urgency measure pursuant to Government Code Section 65858
and Chapter 4.4. of the Charter of the City of Vernon to protect the public health, safety,
and welfare, and is adopted and justified based on the findings of the City Council in
Recitals of this Ordinance; which are supported by substantial evidence in the record
associated with the City Council’s consideration hereof.
SECTION 9. The City Council of the City of Vernon hereby passes this Ordinance
by a four-fifths vote of the City Council. Accordingly, this urgency ordinance shall take
effect immediately upon adoption for a period of 45 days, at which time it will automatically
expire unless extended by the City Council as permitted under the Government Code.
SECTION 10. 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 are repealed or modified to that extent necessary to affect the provisions
of this Ordinance.
SECTION 11. 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 12. The City Clerk shall certify the adoption and publish this ordinance
as required by law.
Ordinance No. 1283
Page 8 of 8_______________________
SECTION 13: This Ordinance shall go into effect and be in full force and effect
immediately upon adoption.
APPROVED AND ADOPTED this 21st day of June, 2022.
_______________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
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: June 21, 2022
SUBJECT
Professional Services Agreement with Tyler Technologies for Citywide Enterprise Resource
Planning (ERP) Software as a Service (SaaS) Hosting and Support
Recommendation:
Authorize additional funds in the amount of $729,926 to Contract IT-0152 for the SaaS annual
fees with Tyler Technologies, Inc. for a Citywide ERP Software System, Hosting,
Implementation, and Support, bringing the total not-to-exceed amount of the contract to
$3,037,949.
Background:
On December 1, 2020, City Council approved an agreement with Tyler Technologies (IT-
0152) for the implementation of a new ERP system and SaaS hosting and support services
(Attachment 1). At the time the agreement was approved, Council authorized a not-to-exceed
total of $3,439,726 for all project-related costs: recurring annual fees ($373,203), one-time
implementation fees ($1,934,820), project management for implementation ($819,000), and a
contingency reserve ($312,703). As noted at the time, a separate project management and
consulting agreement with SDI Presence, LLC. in the amount of $819,000 was submitted for
Council approval on April 20, 2021. Additionally, the authorized reserve amount remains
unused as no contingency needs have arisen to date. Thus, of the $3,439,726 approved by
Council, a not-to-exceed total of $2,308,023 was authorized for Contract IT-0152 with Tyler
Technologies (Tyler) for the SaaS and one-time implementation fees.
In reviewing the Tyler invoice and contract for year two, staff recognized that a calculation
error was made in the total not-to-exceed amount presented to Council for approval on
December 1, 2020. Staff identified the $373,203 necessary for recurring annual fees in the
staff report; however, only one year of the annual fee cost was actually included in the not-to-
exceed total. As such, an additional $371,043 per year for each of the remaining two years of
the three-year agreement with Tyler is necessary to cover the annual maintenance fees. The
amount of annual fees is less than the amount included in the original staff report by $2,160,
as a $2,000 recurring annual fee for Tyler EnerGov integration to Laserfiche will be paid to a
third-party provider, ECS Imaging, Inc., and there is a reduction of $160 for a substitution of
Analytics and Reporting for the Citizen Self Service module. There is also a subtraction of the
$10,000 one-time fee to Tyler for Laserfiche integration with EnerGov, as the fee for this
functionality is to be made payable directly to ECS Imaging, Inc.
Although sufficient funds were appropriated to the ERP project through the annual budget
process and funds are available for this purpose in the IT budget, Council approval is required
in order to correct the administrative error and approve an increase to the total not-to-exceed
amount of Contract IT-0152, bringing the total to $3,037,949.
The ERP system will replace the multiple disparate systems such as Eden ($82,245.78 annual
fees), Advanced Utility Systems for utility billing ($47,358.35 annual fees), and
EnvisionConnect Software for Health Department ($12,686.35 annual fees) currently used by
the City. In conjunction with the contracted project manager, staff is evaluating additional
software service offerings to further increase efficiencies with processes employed at the City.
In the upcoming months, staff will bring forward for Council approval amendments to add
Tyler's Enterprise Asset Management (EAM) module and its associated inventory conversion
to replace the City's existing Lucity work order software and Malburg Generating Station's
Hexagon EAM work order and inventory management software, and Executime Advanced
Scheduling to replace the City's existing Kronos timekeeping system used by the Police
Department. The focus continues to be optimizing technology to enhance the services and
offerings that the City provides to the community, increasing ease of use for employees and
customers alike.
Fiscal Impact:
Sufficient funds for Software as a Service hosting and support services were included in the
FY 2021-22 General Fund, Information Technology Department budget Account No.
011.9019.590110 for the recurring annual fees, with the next year’s fees included in the FY
2022-23 budget Account No. 011.9019.590110 approved by Council on June 7, 2022.
Attachments:
1. 20201201 Agenda Item Report
City Council Agenda Item Report
Agenda Item No. COV-429-2020
Submitted by: Scott Williams
Submitting Department: Finance/Treasury
Meeting Date: December 1, 2020
SUBJECT
Software as a Service Agreement with Tyler Technologies for a Citywide Enterprise Resource Planning
(ERP) Software System, Hosting, Implementation, and Support (Continued from November 17, 2020)
Recommendation:
Approve the Software as a Service Agreement with Tyler Technologies, Inc., in substantially the same
form as submitted, for the purpose of an upgrade from the current Tyler ERP system (Eden) to a
comprehensive ERP software system, which would include modules for Munis, EnerGov, Digital Health
Department (DHD), and the Munis Utility Billing Customer Information System (CIS), with funds reserved
for a project management consultant in an amount not-to-exceed $3,439,726 for a three (3) year term.
Background:
This item was tabled from the November 17 meeting at the direction of the City Council to allot time for
staff to address Council's request for additional information regarding funding options, allocation of cost
between City departments, and time span of the project. Staff is now prepared to provide specific details
regarding project implementation and costs associated to the various phases of the project.
In 2019, Public Works issued an Request for Proposals (RFP) for a Land Use, Permit and Inspection
Tracking System. As one of the top proposers, Tyler Technologies, Inc. (Tyler) was invited to provide a
software demonstration. During that demonstration, Tyler underscored the benefits of having an
integrated system and established how EnerGov was the best qualified product to meet the needs
specified in the RFP. Rather than procure the singular functionality offered with EnerGov without
assessing its integration capabilities in greater detail, staff began to evaluate a "big picture" solution.
Since, City Management staff has worked collaboratively to identify a solution that would meet specific
departmental needs while upholding a path to a true and reliable integration of systems, resulting in a
fully-functional Citywide ERP. A Software as a Service Agreement with Tyler is now being recommended
for approval to accomplish the goal of an updated, cloud-based, comprehensive ERP software system
which will include: Munis, EnerGov, Digital Health Department (DHD), and the Munis Utility Billing
Customer Information System (CIS).
As an incentive to the City, Tyler offered to honor the City’s current licenses for its Eden modules and a
unique opportunity to upgrade to the Munis system in lieu of a new purchase. The City has a
long-standing relationship with Tyler, having used the current Eden ERP software since 2006. However,
the Eden ERP is already at its end-of-useful-life stage, which may cause data security issues. The City's
existing software is supported by only 35 representatives nationwide, which causes delays in resolving
system errors. Tyler’s Munis ERP solution integrates core financial applications seamlessly by
eliminating duplicate data entry, streamlining processes, and reducing the need for paper forms.
In order to position the City to leverage a fully integrated system, Tyler also presented Munis Utility Billing
CIS as a solution for electric, gas, and water operations that would reduce duplication of labor and data.
Tyler is the sole-source provider of a utility billing software that integrates with the Munis ERP. Likewise,
Tyler Digital Health Department (DHD) is the only option for the Health Department that is fully integrated
with Munis. Tyler Technologies' proprietary access to the database would simplify the conversion
process from Eden to Munis and minimize costs for the City.
Furthermore, there are savings and benefits in utilizing a hosted (cloud based) Tyler Munis ERP. Tyler
would perform all maintenance, updates, backups, and system server security which would reduce the
City’s overtime, maintenance, and hardware costs. Information stored in Tyler’s data centers has secure
data transmission, fully-redundant telecommunications access, and electrical power. Tyler conducts
annual penetration testing and maintains industry standard intrusion detection and prevention systems to
monitor and block malicious activity and protect its clients’ information.
Pursuant to Vernon Municipal Code (VMC) §2.17.12(A)(5), this type of purchase is exempt from
competitive bidding through piggybacking, stating that competitive bidding shall not be required for
contracts 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. It is in the
opinion of the Finance Director that it is to the advantage of the City to proceed with the proposed
purchase in this manner. As such, the purchase is also exempt from the competitive selection pursuant to
VMC §2.17.12(B)(1).
The City of Vernon is a member of a Joint Powers Authority known as Sourcewell, formerly known as
NJPA. Sourcewell’s analysts streamline the procurement process by developing requests for proposals
that meet or exceed the purchasing requirements set forth by numerous local agencies, including the City
of Vernon. Sourcewell holds hundreds of competitively solicited cooperative contracts ready for use. In
particular, Sourcewell Contract 110515-IT (Contract) gives access and special pricing for 10% discount
on license fees. However, Tyler has offered to honor the current license fees paid by the City which
results in a greater discount. It should also be noted that the three-year maximum agreement per the
City's municipal code may be considered commercially unreasonable, since implementation and
deployment will span up to three years. Therefore, an amendment to this Agreement would be presented
to the Council at the end of its three-year term.
The proposed agreement has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact:
Total project cost as noted below will span several fiscal years and will be built into each fiscal year
budget without the use of reserves.
The total cost of this implementation is estimated not-to-exceed $3,439,726. This sum incorporates
$373,203 in recurring annual fees, $1,934,820 in one-time implementation fees, $819,000 reserved for
three years of project management consulting to aid in the implementation, and $312,703 as a
contingency reserve. City staff will return to City Council for approval of a project management consulting
agreement prior to formal kickoff of the project.
The 2020/2021 Information Technology department approved budget includes $900,000 for EnerGov.
Additionally, Vernon was awarded $160,000 by the State of California to help with the cost of a new
permit system. There are sufficient funds available to cover the remaining $2,379,726 in capital
requirements necessary to complete this upgrade.
Attachments:
1. Software as a Service Agreement with Tyler Technologies, Inc.
1
SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. (“Tyler”) and the City of
Vernon, California (“Client”).
WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance)
(“Sourcewell”) under member number 20131.
WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #110515 by
submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 110515-TTI
(hereinafter, the “Sourcewell Contract”);
WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with
and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative-
purchasing/; and
WHEREAS, pursuant to Vernon Municipal Code (VMC) §2.17.12(A)(5), this type of purchase is exempt
from competitive bidding as a piggyback contract, stating “(A) Competitive bidding shall not be required
for the following: […] (5) Contracts (a) 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.” As such the purchase is also exempt from the competitive selection pursuant to VMC
§2.17.12(B)(1).
WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Tyler Munis and EnerGov
software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and
under the terms and conditions set forth below;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this Software as a Services Agreement.
• “Business Travel Policy” means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Vernon, California.
• “Data” means your data necessary to utilize the Tyler Software.
• “Data Storage Capacity” means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
2
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
• “Defined Users” means the number of concurrent users (Munis) and named users (EnerGov and
DHD) that are authorized to use the SaaS Services. The Defined Users for the Agreement are as
identified in the Investment Summary.
• “Developer” means a third party who owns the intellectual property rights to Third Party
Software.
• “Documentation” means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• “Effective Date” means the date by which both your and our authorized representatives have
signed the Agreement.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• “Investment Summary” means the agreed upon cost proposal for the products and services
attached as Exhibit A, Schedule 2 (Munis), Schedule 3 (EnerGov) and Schedule 4 (DHD).
• “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary.
• “SaaS Services” means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• “SLA” means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• “Statement of Work” means the industry standard implementation plan describing how our
professional services will be provided to implement the Tyler Software, and outlining your and
our roles and responsibilities in connection with that implementation. The Statement of Work is
attached as Exhibit E.
• “Support Call Process” means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment
Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware.
• “Third Party Services” means the third party services, if any, identified in the Investment
Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment
Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation.
• “Tyler Software” means our proprietary software, including any integrations, custom
3
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – LICENSE GRANT AND SAAS SERVICES
1. Rights Granted.
1.1 We grant to you a license to use the Tyler Software, if and listed in the Investment Summary, for
your internal business purposes only, in the scope of the internal business purposes disclosed to
us as of the Effective Date. You may make copies of the Tyler Software for backup and testing
purposes, so long as such copies are not used in production and the testing is for internal use
only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not
comply with the terms of this Agreement including, without limitation, Section B(4). We will
make any such software available to you for download.
1.2 We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely
for your internal business purposes for the number of Defined Users only. The Tyler Software
will be made available to you according to the terms of the SLA or, for DHD modules set forth in
Exhibit A, Schedule 4, the Annual Support and Hosting Statement of Work (the “Support SOW”)
attached hereto as Exhibit G. You acknowledge that we have no delivery obligations and we will
not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services
to access updates and enhancements to the Tyler Software, as further described in Section C(9)
or the Support SOW, as applicable.
2. Fees. You agree to pay us the license fees and SaaS Fees in the amounts set forth in the Investment
Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. The
SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You
may add additional users or additional data storage capacity on the terms set forth in Section H(1).
In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity,
we reserve the right to charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party’s business operations;
4
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) license, sell, rent,
lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted, we will use all
reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the
maintenance and support process set forth in either the Support SOW or Section C(9), below. For
maintenance and support services provided pursuant to Section C(9), the SLA and our then current
Support Call Process will also apply.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on
Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will
provide you with a summary of our compliance report(s) or its equivalent. Every year
thereafter, for so long as the NDA is in effect and in which you make a written request, we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
component failure. In the event any of your Data has been lost or damaged due to an act or
omission of Tyler or its subcontractors or due to a defect in Tyler’s software, we will use best
commercial efforts to restore all the Data on servers in accordance with the architectural
design’s capabilities and with the goal of minimizing any Data loss as greatly as possible. In no
case shall the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours
from declaration of disaster. For purposes of this subsection, RPO represents the maximum
tolerable period during which your Data may be lost, measured in relation to a disaster we
declare, said declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster, our Recovery Time Objective (“RTO”) is twenty-four (24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare a
disaster, within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
5
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.7 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.10 Where applicable with respect to our applications that take or process card payment data, we
are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS. We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance, which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in
the Investment Summary (the “Evergreen Modules”) licensed pursuant to this Agreement available
to the Client for use in live production, the license to the Tyler software listed in Exhibit A, Schedule
1 (hereafter, “Migration Modules”) terminates, as do Tyler’s maintenance, support, and/or update
obligations for such software.
SECTION C – PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in
the Investment Summary and described in the Statement of Work.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
6
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the
scope of services and related costs (including programming and/or interface estimates) required for
the project based on our understanding of the specifications you supplied. If additional work is
required, or if you use or request additional services, we will provide you with an addendum or
change order, as applicable, outlining the costs for the additional work. The price quotes in the
addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for
Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us
on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to
reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you
cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols, City Hall operating hours
and/or other written policies provided to us as of the Effective Date, and thereafter as mutually
agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
9. Maintenance and Support. For the Tyler Software set forth in Exhibit A Schedules 1 and 2, for so
long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in
addition to the terms set forth in the SLA and the Support Call Process, we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to
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any applicable release life cycle policy);
9.2 provide telephone support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all major and minor releases to the Tyler Software (including updates and
enhancements) that we make generally available without additional charge to customers who
have a maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-
party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore,
you agree to maintain a high-speed internet connection capable of connecting us to your PCs and
server(s). You agree to provide us with a login account and local administrative privileges as we may
reasonably require to perform remote services. We will, at our option, use the secure connection to
assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols.
If we cannot resolve a support issue remotely, we may be required to provide onsite services. In
such event, we will be responsible for our travel expenses, unless it is determined that the reason
onsite support was required was a reason outside our control. Either way, you agree to provide us
with full and free access to the Tyler Software, working space, adequate facilities within a
reasonable distance from the equipment, and use of machines, attachments, features, or other
equipment reasonably necessary for us to provide the maintenance and support services, all at no
charge to us. We strongly recommend that you also maintain your VPN for backup connectivity
purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support
(unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b)
application design; (c) other consulting services; or (d) support outside our normal business hours as
listed in our then-current Support Call Process. Requested services such as those outlined in this
section will be billed to you on a time and materials basis at our then current rates. You must
request those services with at least one (1) weeks’ advance notice.
10. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in
Section F (1) of this Agreement, and contingent upon Client’s timely payment of annual SaaS Fees
for Tyler Evergreen Modules, Client is entitled to receive, at no additional charge, maintenance and
support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use
in live production.
SECTION D – THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
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2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15) days of notice of our intent to do so.
SECTION F – TERM AND TERMINATION
1. Term. The initial term of this Agreement is three (3) years from the first day of the first month
following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the
initial term, to the extent permitted by Client’s municipal code and/or as approved by the Vernon
City Council, this Agreement may be renewed by written amendment to this Agreement at our then-
current SaaS Fees. Your right to access or use the Tyler Software and the SaaS Services will
terminate at the end of this Agreement.
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2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
in the event we do not cure, or create a mutually agreeable action plan to address, a material
breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
2.5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during
the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall
pay us the following early termination fees:
a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through
the date of termination plus 15% of the SaaS Fees then due for the remainder of the
initial term;
b. if you terminate during the second year of the initial term, 100% of the SaaS Fees
through the date of termination plus 10% of the SaaS Fees then due for the remainder
of the initial term; and
c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through
the date of termination plus 5% of the SaaS Fees then due for the remainder of the
initial term.
SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
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infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a
law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third-party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
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FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of
insurance upon your written request.
SECTION H – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired, you may purchase additional products and services at our then-current list
price, also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware of a dispute under this Agreement. You agree to cooperate with us in trying to reasonably
resolve all disputes, including, if requested by either party, appointing a senior representative to
meet and engage in good faith negotiations with our appointed senior representative. Senior
representatives will convene within thirty (30) days of the written dispute notice, unless otherwise
agreed. All meetings and discussions between senior representatives will be deemed confidential
settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar
applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-
12
binding mediation in an effort to resolve the dispute, with each party bearing their own costs. If the
dispute remains unresolved after mediation, then either of us may assert our respective rights and
remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from
seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt
certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a
copy. For clarity, we are responsible for paying our income taxes, both federal and state, as
applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the
party whose performance is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
13
and representations, whether written, oral, expressed, implied, or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non-enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non-enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail,
return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of
proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United
States Postal Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the other party at the address set forth on the signature page
hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a
change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes, without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
14
applicable public disclosure laws governing this Agreement; provided, however, that in the
event you receive an open records or other similar applicable request, you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Business License. In the event a local business license is required for us to perform services
hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact
information so that we may timely obtain such license.
19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile, without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing, to the scope and circumstances of that cooperative procurement.
22. Client Trademarks. For clients licensing DHD Tyler Software only:
a. During the Term, Client hereby grants Tyler a nonexclusive, paid-up, nontransferable right to use
Client’s trademarks, trade names, service marks, logos, trade dress, trade name, or other indicia
of sources or origin of Client (“Client Marks”) for purposes of providing the SaaS Services pursuant
to the Agreement. The Client Marks are and will remain the exclusive property of Client and this
Agreement gives Tyler no rights therein except for a limited license to reproduce the Client Marks
for the sole purpose of allowing Tyler to provide services pursuant to the terms of this Agreement
and as otherwise contemplated by this Agreement. All goodwill associated with the Client Marks
will inure to the benefit of Client.
b. Client warrants that Client Marks and Data furnished by Client to Tyler will not infringe or
misappropriate any patent, copyright, trademark, or other proprietary right of any third party. To
the extent necessary to provide the SaaS Services, Client represents and warrants that it will
provide all access to and information about Client Marks and Data in a timely manner. Client
represents and warrants that (a) it has all rights necessary and appropriate to allow Tyler and its
contractors to access and use the Client Marks and Data, and (b) it will not take or allow to be
taken and action that would result in any harmful code or materials to be provided or submitted
to Tyler.
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23.Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Schedule 1: Migration Modules
Schedule 2: Munis Investment Summary
Schedule 3: EnerGov Investment Summary
Schedule 4: DHD Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: DocOrigin End User License Agreement
Schedule 2: MyGovPay/VirtualPay and IVR
Exhibit E Statement of Work
Exhibit F Modifications
Exhibit G Annual Support and Hosting Statement of Work (DHD Only)
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc. City of Vernon, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Vernon
One Tyler Drive 4305 S. Santa Fe Avenue
Yarmouth, ME 04096 Vernon, CA 90058
Attention: Chief Legal Officer Attention: ______________________________
Carlos Fandino
City Administrator
Finance Director
ATTEST:
__________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
__________________________
Arnold M. Alvarez-Glasman,
Interim City Attorney
Exhibit A
1
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit A
Schedule 1
1
Exhibit A
Schedule 1
Migration Modules
Accounts Receivable Support
Contract Management Support
Fixed Assets Support
GL/AP/PG Support
GASB Support
Inventory Support
Payroll Support
Project Accounting Support
State Package Support
Tyler Output Processing Support
Applicant Tracking Support
Code Enforcement Support
Applicant Tracking Support Web
Human Resources Support
LaserFiche interface Support
Accounts Payable Support Web
Tyler Payments - Hosting Fee
Accounts Receivable Support Web
Business Licensing Support
Licensing Support Web
Parcel Manager Support
Bid & Quote Support
Permits & Inspections Support
Tyler Cashiering Support
Bid & Quote Support Web
Contract Management Support Web
CAFR Statement Builder Upgrade Support
Quoted By:Jason Cloutier
Date:10/14/2020
Quote Expiration: 7/26/2020
Quote Name:City of Vernon-ERP-Munis
Quote Number: 2020-101542-3
Quote Description: Munis Tyler Hosted (Updated 10/14/2020)
Sales Quotation For
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058-1714
Phone +1 (323) 583-8811
SaaS
Description Annual Fee Net # Years Total SaaS Fee Impl. Hours
Productivity:
Munis Analytics & Reporting $30,256.00 3.0 $90,768.00 104
Additional:
Accounting/GL $34,676.00 3.0 $104,028.00 0
Accounts Payable $10,278.00 3.0 $30,834.00 0
Budgeting $10,278.00 3.0 $30,834.00 0
Capital Assets $9,893.00 3.0 $29,679.00 0
Cash Management $7,121.00 3.0 $21,363.00 0
Contract Management $4,446.00 3.0 $13,338.00 0
Inventory $9,893.00 3.0 $29,679.00 0
Project and Grant Accounting $7,151.00 3.0 $21,453.00 0
Purchasing $17,259.00 3.0 $51,777.00 0
ExecuTime Time & Attendance $6,782.00 3.0 $20,346.00 0
ExecuTime Time & Attendance Mobile Access $1,798.00 3.0 $5,394.00 0
Human Resource and Talent Management $3,835.00 3.0 $11,505.00 0
Payroll w/ESS $4,738.00 3.0 $14,214.00 0
Accounts Receivable $8,595.00 3.0 $25,785.00 0
General Billing $4,730.00 3.0 $14,190.00 0
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 1 of 10
Exhibit A
Schedule 2
Tyler Cashiering $12,910.00 3.0 $38,730.00 0
Tyler Ready Forms Processing $8,017.00 3.0 $24,051.00 0
Tyler Content Manager SE $12,512.00 3.0 $37,536.00 0
eProcurement $6,782.00 3.0 $20,346.00 0
UB Interface $1,836.00 3.0 $5,508.00 0
Utility Billing CIS $8,341.00 3.0 $25,023.00 0
IVR Gateway $4,663.00 3.0 $13,989.00 0
Citizen Self Service $10,440.00 3.0 $31,320.00 0
TOTAL:$237,230.00 $711,690.00 104
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance
Financials:
Accounting/GL $119,655.00 256 $44,800.00 $20,000.00 $184,455.00 $0.00
Accounts Payable $35,467.00 72 $12,600.00 $0.00 $48,067.00 $0.00
Budgeting $35,467.00 96 $16,800.00 $0.00 $52,267.00 $0.00
Capital Assets $34,139.00 112 $19,600.00 $0.00 $53,739.00 $0.00
Cash Management $24,573.00 72 $12,600.00 $0.00 $37,173.00 $0.00
Contract Management $15,346.00 56 $9,800.00 $0.00 $25,146.00 $0.00
Inventory $34,139.00 112 $19,600.00 $0.00 $53,739.00 $0.00
Project & Grant Accounting $24,676.00 88 $15,400.00 $0.00 $40,076.00 $0.00
Purchasing $59,553.00 256 $44,800.00 $0.00 $104,353.00 $0.00
Human Capital Management:
ExecuTime Time & Attendance (350)$21,065.00 128 $22,400.00 $0.00 $43,465.00 $0.00
ExecuTime Time & Attendance Mobile Access $5,585.00 0 $0.00 $0.00 $5,585.00 $0.00
Human Resources & Talent Management $13,231.00 88 $15,400.00 $7,000.00 $35,631.00 $0.00
Payroll w/ESS $16,351.00 168 $29,400.00 $11,800.00 $57,551.00 $0.00
Revenue:
Accounts Receivable $29,663.00 168 $29,400.00 $0.00 $59,063.00 $0.00
General Billing $16,322.00 96 $16,800.00 $11,200.00 $44,322.00 $0.00
Tyler Cashiering $44,552.00 72 $12,600.00 $0.00 $57,152.00 $0.00
UB Interface $5,102.00 24 $4,200.00 $0.00 $9,302.00 $0.00
Utility Billing CIS $15,811.00 472 $82,600.00 $27,200.00 $125,611.00 $0.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 2 of 10
Exhibit A
Schedule 2
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance
Productivity:
Tyler ReadyForms Processing (including
Common Form Set)
$24,900.00 0 $0.00 $0.00 $24,900.00 $0.00
Tyler Content Manager SE $43,180.00 64 $11,200.00 $0.00 $54,380.00 $0.00
IVR Gateway $12,954.00 48 $8,400.00 $0.00 $21,354.00 $0.00
eProcurement $23,407.00 56 $9,800.00 $0.00 $33,207.00 $0.00
Citizen Self Service $29,663.00 96 $16,800.00 $0.00 $46,463.00 $0.00
Sub-Total: $684,801.00 $455,000.00 $77,200.00 $1,217,001.00 $0.00
Less Discount:$478,561.00 $0.00 $38,600.00 $517,161.00 $0.00
TOTAL: $206,240.00 2600 $455,000.00 $38,600.00 $699,840.00 $0.00
Other Services
Description Quantity Unit Price Unit Discount Extended Price
Modification: Time of use electric billing - July 2022 Release (Version
2022.2)
1 $60,000.00 $0.00 $60,000.00
Modification: KVAR billing calculation -- July 2022 Release (Version
2022.2)
1 $10,000.00 $0.00 $10,000.00
Munis Executive Insights Implementation 1 $10,500.00 $0.00 $10,500.00
Project Management 336 $175.00 $0.00 $58,800.00
Tyler ReadyForms Processing Configuration 1 $3,000.00 $0.00 $3,000.00
VPN Device 1 $4,000.00 $0.00 $4,000.00
TOTAL:$146,300.00
3rd Party Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance
Discount
Total Year One
Maintenance
Tyler Secure Signature System with 2
Keys
1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00
3rd Party Hardware Sub-Total:$0.00 $1,650.00 $0.00
TOTAL:$1,650.00 $0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $206,240.00 $0.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 3 of 10
Exhibit A
Schedule 2
Summary One Time Fees Recurring Fees
Total SaaS $0.00 $237,230.00
Total Tyler Services $639,900.00 $0.00
Total 3rd Party Hardware, Software and
Services
$1,650.00 $0.00
Summary Total $847,790.00 $237,230.00
Contract Total
(Excluding Estimated Travel Expenses)
$1,559,480.00
Estimated Travel Expenses $156,180.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 4 of 10
Exhibit A
Schedule 2
Detailed Breakdown of Conversions (included in Contract Total)
Description Unit Price Unit Discount Extended Price
Accounting - Actuals up to 3 years $2,000.00 $1,000.00 $1,000.00
Accounting - Budgets up to 3 years $2,000.00 $1,000.00 $1,000.00
Accounting Standard COA $3,000.00 $1,500.00 $1,500.00
Accounts Payable - Checks up to 5 years $4,500.00 $2,250.00 $2,250.00
Accounts Payable - Invoice up to 5 years $5,500.00 $2,750.00 $2,750.00
Accounts Payable Standard Master $3,000.00 $1,500.00 $1,500.00
General Billing - Bills up to 5 years $5,000.00 $2,500.00 $2,500.00
General Billing - Recurring Invoices $4,000.00 $2,000.00 $2,000.00
General Billing Std CID $2,200.00 $1,100.00 $1,100.00
Human Resources - Certifications $1,400.00 $700.00 $700.00
Human Resources - Education $1,400.00 $700.00 $700.00
Human Resources - PM Action History up to 5 years $1,400.00 $700.00 $700.00
Human Resources - Position Control $1,400.00 $700.00 $700.00
Human Resources - Recruiting $1,400.00 $700.00 $700.00
Payroll - Accrual Balances $1,500.00 $750.00 $750.00
Payroll - Accumulators up to 5 years $1,400.00 $700.00 $700.00
Payroll - Check History up to 5 years $1,200.00 $600.00 $600.00
Payroll - Deductions $1,800.00 $900.00 $900.00
Payroll - Earning/Deduction Hist up to 5 years $2,500.00 $1,250.00 $1,250.00
Payroll - Standard $2,000.00 $1,000.00 $1,000.00
Payroll - State Retirement Tables $1,400.00 $700.00 $700.00
Utility Billing - Assessments $1,200.00 $600.00 $600.00
Utility Billing - Backflow $1,200.00 $600.00 $600.00
Utility Billing - Balance Forward AR $5,600.00 $2,800.00 $2,800.00
Utility Billing - Budget Billing $3,600.00 $1,800.00 $1,800.00
Utility Billing - Consumption History up to 5 years $2,000.00 $1,000.00 $1,000.00
Utility Billing - Flat Inventory/Containers $3,600.00 $1,800.00 $1,800.00
Utility Billing - Service Orders $2,300.00 $1,150.00 $1,150.00
Utility Billing - Services $3,600.00 $1,800.00 $1,800.00
Utility Billing - Standard $4,100.00 $2,050.00 $2,050.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 5 of 10
Exhibit A
Schedule 2
Detailed Breakdown of Conversions (included in Contract Total)
Description Unit Price Unit Discount Extended Price
TOTAL: $38,600.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 6 of 10
Exhibit A
Schedule 2
Optional SaaS
Description Annual Fee Net # Years Total SaaS Fee Impl. Hours
Additional:
Socrata Open Finance $28,000.00 3.0 $84,000.00 0
Tyler Detect $37,000.00 3.0 $111,000.00 0
TOTAL:$65,000.00 $195,000.00 0
Optional Other Services
Description Quantity Unit Price Discount Extended Price
Install Fee - Socrata Open Finance 1 $7,000.00 $0.00 $7,000.00
Install Fee - Tyler Detect 1 $1,000.00 $0.00 $1,000.00
TOTAL: $8,000.00
Optional 3rd Party Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance
Discount
Total Year One
Maintenance
Cash Drawer 1 $260.00 $0.00 $260.00 $0.00 $0.00 $0.00
Hand Held Scanner - Model 1950GSR 1 $450.00 $0.00 $450.00 $0.00 $0.00 $0.00
Hand Held Scanner Stand 1 $30.00 $0.00 $30.00 $0.00 $0.00 $0.00
ID Tech MiniMag USB Reader 1 $62.00 $0.00 $62.00 $0.00 $0.00 $0.00
Printer (TM-S9000) 1 $1,623.00 $0.00 $1,623.00 $0.00 $0.00 $0.00
3rd Party Hardware Sub-Total: $0.00 $2,425.00 $0.00
TOTAL: $2,425.00 $0.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for
six (6) months from the Quote date or the Effective Date of the contract, whichever is later.
Customer Approval: Date:
Print Name: P.O. #:
All primary values quoted in US Dollars
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 7 of 10
Exhibit A
Schedule 2
Tyler Discount Detail
Description License License Discount License Net Maintenance
Basis
Year One Maint
Discount
Year One Maint
Net
Financials:
Accounting/GL $119,655.00 $119,655.00 $0.00 $0.00 $0.00 $0.00
Accounts Payable $35,467.00 $35,467.00 $0.00 $0.00 $0.00 $0.00
Budgeting $35,467.00 $35,467.00 $0.00 $0.00 $0.00 $0.00
Capital Assets $34,139.00 $34,139.00 $0.00 $0.00 $0.00 $0.00
Cash Management $24,573.00 $0.00 $24,573.00 $0.00 $0.00 $0.00
Contract Management $15,346.00 $15,346.00 $0.00 $0.00 $0.00 $0.00
Inventory $34,139.00 $34,139.00 $0.00 $0.00 $0.00 $0.00
Project & Grant Accounting $24,676.00 $24,676.00 $0.00 $0.00 $0.00 $0.00
Purchasing $59,553.00 $59,553.00 $0.00 $0.00 $0.00 $0.00
Payroll/HR:
ExecuTime Time & Attendance (350)$21,065.00 $0.00 $21,065.00 $0.00 $0.00 $0.00
ExecuTime Time & Attendance Mobile Access $5,585.00 $0.00 $5,585.00 $0.00 $0.00 $0.00
Human Resources & Talent Management $13,231.00 $13,231.00 $0.00 $0.00 $0.00 $0.00
Payroll w/ESS $16,351.00 $16,351.00 $0.00 $0.00 $0.00 $0.00
Revenue:
Accounts Receivable $29,663.00 $29,663.00 $0.00 $0.00 $0.00 $0.00
General Billing $16,322.00 $16,322.00 $0.00 $0.00 $0.00 $0.00
Tyler Cashiering $44,552.00 $44,552.00 $0.00 $0.00 $0.00 $0.00
UB Interface $5,102.00 $0.00 $5,102.00 $0.00 $0.00 $0.00
Utility Billing CIS $15,811.00 $0.00 $15,811.00 $0.00 $0.00 $0.00
Productivity:
Citizen Self Service $29,663.00 $0.00 $29,663.00 $0.00 $0.00 $0.00
eProcurement $23,407.00 $0.00 $23,407.00 $0.00 $0.00 $0.00
IVR Gateway $12,954.00 $0.00 $12,954.00 $0.00 $0.00 $0.00
Tyler Content Manager SE $43,180.00 $0.00 $43,180.00 $0.00 $0.00 $0.00
Tyler ReadyForms Processing (including
Common Form Set)
$24,900.00 $0.00 $24,900.00 $0.00 $0.00 $0.00
TOTAL: $684,801.00 $478,561.00 $206,240.00 $0.00 $0.00 $0.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 8 of 10
Exhibit A
Schedule 2
Comments
Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the Munis Web Client and the MUNIS Self Service applications if
hosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendors
who sell SSL Certificates, with all ranges of prices.
Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and
remitting. Installations are completed remotely, but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)
daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a
class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
The Tyler Software Product Tyler ReadyForms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks.
Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees
not included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution
provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler
applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise
Edition.
Payroll library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, 1 vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
General Billing library includes: 1 invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt.
Includes digitizing two signatures, additional charges will apply for additional signatures.
Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 9 of 10
Exhibit A
Schedule 2
Comments
Personnel Actions Forms Library includes: 1 Personnel Action form - New and 1 Personnel Action Form - Change.
Tyler's pricing is based on the scope of proposed products and services being obtained from Tyler. Should portions of the scope of products or services be removed by the Client,
Tyler reserves the right to adjust prices for the remaining scope accordingly.
Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.
Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 1099S, and 1099G.
The Munis SaaS fees are based on 175 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any
resulting changes in the pricing categories.
Development modifications, interfaces and services, where applicable, shall be invoiced to the client in the following manner: 50% of total upon authorized signature to proceed
on program specifications and the remaining 50% of total upon delivery of modifications, interface and services.
As a new Tyler client, you are entitled to a 30-day trial of the Tyler Detect cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more
information on the service and contact CybersecuritySales@tylertech.com to initiate the trial.
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 10 of 10
Exhibit A
Schedule 2
Quoted By:Christina Young
Date:10/13/2020
Quote Expiration: 12/31/2020
Quote Name:Vernon-ERP-EnerGov
Quote Number: 2019-95055-2
Quote Description: EnerGov - Full Suite - SaaS
Sales Quotation For
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058-1714
Phone +1 (323) 583-8811
SaaS One Time Fees
Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion
Additional:
Tyler 311/Incident Management - Software 3.0 $17,600.00 0 $0.00 $0.00
EnerGov Community Development Suite (15) - Software 3.0 $18,000.00 0 $0.00 $0.00
EnerGov Citizen Self Service - Business Management - Software 3.0 $14,000.00 0 $0.00 $0.00
EnerGov Citizen Self Service - Community Development - Software 3.0 $14,000.00 0 $0.00 $0.00
EnerGov e-Reviews - Software 3.0 $21,600.00 0 $0.00 $0.00
Tyler GIS (30) - Software 3.0 $6,000.00 0 $0.00 $0.00
EnerGov iG Workforce Apps (15) - Software 3.0 $6,000.00 0 $0.00 $0.00
EnerGov Report Toolkit - Software 3.0 $2,000.00 0 $0.00 $0.00
EnerGov Business Management Suite (5) - Software 3.0 $6,000.00 0 $0.00 $0.00
EnerGov Content Management API - Software 3.0 $3,200.00 0 $0.00 $0.00
EnerGovAdv Server Extensions Bundle - Software 3.0 $6,400.00 0 $0.00 $0.00
TOTAL: $114,800.00 0 $0.00 $0.00
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance
Additional:
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 1 of 8
Exhibit A
Schedule 3
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance
EnerGovAdv Server Extensions Bundle $16,000.00 176 $30,800.00 $0.00 $46,800.00 $0.00
EnerGov Business Management Suite (5)$15,000.00 508 $88,900.00 $15,275.00 $119,175.00 $0.00
EnerGov Citizen Self Service - Business
Management
$35,000.00 48 $8,400.00 $0.00 $43,400.00 $0.00
EnerGov Citizen Self Service - Community
Development
$35,000.00 48 $8,400.00 $0.00 $43,400.00 $0.00
EnerGov Community Development Suite (15)$45,000.00 1280 $224,000.00 $34,075.00 $303,075.00 $0.00
EnerGov Content Management API $8,000.00 100 $17,500.00 $0.00 $25,500.00 $0.00
EnerGov e-Reviews $54,000.00 152 $26,600.00 $0.00 $80,600.00 $0.00
EnerGov iG Workforce Apps (15)$15,000.00 40 $7,000.00 $0.00 $22,000.00 $0.00
EnerGov Report Toolkit $5,000.00 0 $0.00 $0.00 $5,000.00 $0.00
Tyler 311/Incident Management $44,000.00 110 $19,250.00 $0.00 $63,250.00 $0.00
Tyler GIS (30)$15,000.00 0 $0.00 $0.00 $15,000.00 $0.00
Sub-Total: $287,000.00 $430,850.00 $49,350.00 $767,200.00 $0.00
Less Discount:$39,300.00 $0.00 $0.00 $39,300.00 $0.00
TOTAL: $247,700.00 2462 $430,850.00 $49,350.00 $727,900.00 $0.00
Other Services
Description Quantity Unit Price Unit Discount Extended Price
EnerGov Business Management Forms Library (6 Forms) 1 $10,200.00 $0.00 $10,200.00
EnerGov Community Development Forms Library (5 Forms) 1 $10,200.00 $0.00 $10,200.00
Project Management 304 $175.00 $0.00 $53,200.00
TOTAL: $73,600.00
Summary One Time Fees Recurring Fees
Total Tyler Software $247,700.00 $0.00
Total SaaS $0.00 $114,800.00
Total Tyler Services $553,800.00 $0.00
Total 3rd Party Hardware, Software and
Services
$0.00 $0.00
Summary Total $801,500.00 $114,800.00
Contract Total $1,145,900.00
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 2 of 8
Exhibit A
Schedule 3
Detailed Breakdown of Conversions (included in Contract Total)
Description Unit Price Unit Discount Extended Price
EnerGov Business Management $15,275.00 $0.00 $15,275.00
EnerGov Community Development $34,075.00 $0.00 $34,075.00
TOTAL: $49,350.00
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 3 of 8
Exhibit A
Schedule 3
Optional SaaS One Time Fees
Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion
Additional:
Tyler Content Manager SE-Software- 3.0 $27,000.00 0 $0.00 $0.00
TOTAL:$27,000.00 0 $0.00 $0.00
Optional Tyler Software & Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance
Productivity:
Tyler Content Manager SE $75,000.00 0 $0.00 $0.00 $75,000.00 $0.00
TOTAL: $75,000.00 0 $0.00 $0.00 $75,000.00 $0.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for
six (6) months from the Quote date or the Effective Date of the contract, whichever is later.
Customer Approval: Date:
Print Name: P.O. #:
All primary values quoted in US Dollars
Tyler Discount Detail
Description License License Discount License Net Maintenance
Basis
Year One Maint
Discount
Year One Maint
Net
Additional:
EnerGovAdv Server Extensions Bundle $16,000.00 $0.00 $16,000.00 $0.00 $0.00 $0.00
EnerGov Business Management Suite (5)$15,000.00 $0.00 $15,000.00 $0.00 $0.00 $0.00
EnerGov Citizen Self Service - Business
Management
$35,000.00 $0.00 $35,000.00 $0.00 $0.00 $0.00
EnerGov Citizen Self Service - Community
Development
$35,000.00 $16,800.00 $18,200.00 $0.00 $0.00 $0.00
EnerGov Community Development Suite (15) $45,000.00 $22,500.00 $22,500.00 $0.00 $0.00 $0.00
EnerGov Content Management API $8,000.00 $0.00 $8,000.00 $0.00 $0.00 $0.00
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 4 of 8
Exhibit A
Schedule 3
Tyler Discount Detail
Description License License Discount License Net Maintenance
Basis
Year One Maint
Discount
Year One Maint
Net
EnerGov e-Reviews $54,000.00 $0.00 $54,000.00 $0.00 $0.00 $0.00
EnerGov iG Workforce Apps (15)$15,000.00 $0.00 $15,000.00 $0.00 $0.00 $0.00
EnerGov Report Toolkit $5,000.00 $0.00 $5,000.00 $0.00 $0.00 $0.00
Tyler 311/Incident Management $44,000.00 $0.00 $44,000.00 $0.00 $0.00 $0.00
Tyler GIS (30)$15,000.00 $0.00 $15,000.00 $0.00 $0.00 $0.00
TOTAL: $287,000.00 $39,300.00 $247,700.00 $0.00 $0.00 $0.00
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 5 of 8
Exhibit A
Schedule 3
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and
subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
•License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download
by the Client;
•Fees for hardware are invoiced upon delivery;
•Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
•Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client
(for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align
with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
•Fees for services included in this sales quotation shall be invoiced as indicated below.
o Implementation and other professional services fees shall be invoiced as delivered.
o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of
custom desktop procedures, by module.
o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into
Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and
materials basis.
o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning
Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be
invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement.
o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50%
of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the
applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on
this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual
service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with
the existing annual term for the service, with renewals to occur as indicated in the Agreement.
•Expenses associated with onsite services are invoiced as incurred.
Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 6 of 8
Exhibit A
Schedule 3
Comments
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and
remitting. Installations are completed remotely, but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)
daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a
class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler
applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise
Edition.
Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.
Tyler's pricing is based on the scope of proposed products and services being obtained from Tyler. Should portions of the scope of products or services be removed by the Client,
Tyler reserves the right to adjust prices for the remaining scope accordingly.
Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.
The Munis SaaS fees are based on 175 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any
resulting changes in the pricing categories.
EnerGov e-Reviews requires Bluebeam Studio Prime, at an estimated yearly subscription cost of $3,000/100 users. Further pricing detail is available by contacting Bluebeam at
https://www.bluebeam.com/solutions/studio-prime
Business Management Forms Library Includes: 1 Licensing - Business License, 1 Licensing - Business License Renewal, 1 Licensing - Business License Delinquent, 1 Licensing
- Profession License, 1 Licensing - Profession License Renewal, 1 Licensing --Profession License Delinquent.
Community Development Forms Library Includes: 1 Permits - Building, 1 Permits - Trade, 1 Planning - Certificate, 1 Permits - Occupancy/Completion, 1 Code - Violation
Notice.
Development modifications, interfaces and services, where applicable, shall be invoiced to the client in the following manner: 50% of total upon authorized signature to proceed
on program specifications and the remaining 50% of total upon delivery of modifications, interface and services.
EnerGov Business Management: Tyler leads and owns the configuration of 15 unique business transactions, 15 template business transactions, 8 geo-rules and 8 automation
events. Configuration elements beyond this will be owned by the client.
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 7 of 8
Exhibit A
Schedule 3
Comments
EnerGov Community Development: Tyler leads and owns the configuration of 25 unique business transactions, 25 template business transactions, 15 geo-rules and 15 automation
events. Configuration elements beyond this will be owned by the client.
***Services are listed as "not to exceed" per item***
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 8 of 8
Exhibit A
Schedule 3
Quoted By:Christina Young
Date:10/14/2020
Quote Expiration: 1/12/2021
Quote Name:City of Vernon CA DHD
Quote Number: 2020-113368
Quote Description: City of Vernon CA DHD CUPA EH
Sales Quotation For
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058-1714
Phone +1 (323) 583-8811
EnerGov SaaS - Silver
Description Term Monthly Fee Users/Units Annual Fee
Core Software:
EnerGov Community Health 3 $178.00 10 $21,360.00
Extensions:
EnerGov Citizen Self Service - (CH) Inspection Downloads Only 3 $88.00 Site License $1,051.00
Sub-Total: $22,411.00
Less Discount: $3,398.00
TOTAL: $19,013.00
EnerGov Professional Services
Description Hours/Units Unit Price Extended Price Year One
Maintenance
Letters and Forms Development (5 pack)4 $6,250.00 $25,000.00 $0.00
Professional Implementation Services 510 $185.00 $94,350.00 $0.00
TOTAL: $119,350.00 $0.00
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 1 of 4
Exhibit A
Schedule 4
Summary One Time Fees Recurring Fees
Total Tyler Software $0.00 $0.00
Total SaaS $0.00 $19,013.00
Total Tyler Services $119,350.00 $0.00
Total 3rd Party Hardware, Software and
Services
$0.00 $0.00
Summary Total $119,350.00 $19,013.00
Year One Contract Total $138,363.00
Contract Total $176,389.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for
six (6) months from the Quote date or the Effective Date of the contract, whichever is later.
Customer Approval: Date:
Print Name: P.O. #:
All primary values quoted in US Dollars
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 2 of 4
Exhibit A
Schedule 4
Comments
CUPA Programs
-CUPA configuration/implementation/PM/Training hours: 160 x $185/hour
-Includes all hosting and data center services.
-Data Conversion from single source for Contact, Establishment, Permit, Inspection and Complaint Type.
-Training provided via webinar, optional onsite available (travel billed at actual cost plus applicable agency fees).
CUPA Programs
-Includes up to (10) Reports, Forms, Printable Documents for Permits, Inspections and Complaints related to each CUPA Program as
listed below.
-Includes all standard and pre-formatted data reports listed in the Reporting and Analysis module and up to (5) Custom Reports.
• Aboveground Petroleum Storage Act (APSA) Program
•Area Plans for Hazardous Materials Emergencies
•California Accidental Release Prevention (CalARP) Program
•Hazardous Materials Release Response Plans and Inventories (Business Plans)
•Hazardous Material Management Plan (HMMP) and Hazardous Material Inventory Statements (HMIS) (California Fire Code)
•Hazardous Waste Generator and Onsite Hazardous Waste Treatment (tiered permitting) Programs
•Underground Storage Tank Program
-Includes up to (5) annual report modifications, including State mandated form changes for CUPA programs.
-Includes all State mandated library modifications and fee updates for CUPA programs.
-Additional modules, users, new functionality billed at prevailing rates.
-CERS integration included.
Environmental Health Programs (Permits, Inspections, Violations)
Environmental Health Programs
EH configuration/implementation/PM/Training hours: 350 x $185/hours
Up to (10) EH Reports, forms, documents
Food Program
•Vehicles
•Fixed Facility
•Film Permitting
Storm Water Program
•Compliance/Evaluations/Reviews
Solid Waste Program
•Vehicles/Yards/Sites
•Medical Wastes
•Household Hazardous Wastes
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 3 of 4
Exhibit A
Schedule 4
Comments
•E Wastes
Garment Program
•Manufacturing
•Commercial Laundry
Water/Waste-Water Systems
•Sampling/Monitoring
•Drinking Water
•Water supply
•Cross-connection/Back Flow
•Wells
•Liquid Wastes
Animal and Vector Control
•Traps/Inspections
Non-Food Vehicles
•Laundry Vehicles
•Offal/Rendering Vehicles
•Solid Waste Collection Vehicles
•Liquid Waste Vacuum Pumpers
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 4 of 4
Exhibit A
Schedule 4
Exhibit B
1
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term, your annual
SaaS fees will be at our then-current rates. Beginning on the commencement of the initial term,
Client shall no longer be required to pay annual support fees for the Migration Modules.
2. License Fees. License fees are invoiced 100% on the date when we make the applicable Tyler
Software available to you for downloading (the “Available Download Date”).
3. Other Tyler Software and Services.
3.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
3.2 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
3.3 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate, then we will bill you the actual services
delivered on a time and materials basis.
3.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
3.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
Exhibit B
2
specifications within thirty (30) days of delivery; otherwise, the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
3.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates
set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning
Services” are provided, payment will be due upon delivery of the Implementation Planning
document.
4. Third Party Products.
4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
4.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
4.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
4.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
5. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a
credit for the maintenance and support fees prepaid for the Migration Modules for the time
period commencing on the commencement of the initial term, as set forth in Section F (1) of this
Agreement. Migration Modules are listed at Exhibit A, Schedule 1
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
Exhibit B
Schedule 1
1
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee’s total trip duration and the fare is within $100 (each way)
of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee’s total trip duration, the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have
many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
Exhibit B
Schedule 1
2
2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals; except for employees traveling to Alaska and internationally (excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the
airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local
hotel, the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the
hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
Exhibit B
Schedule 1
3
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
Exhibit B
Schedule 1
4
5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the “lowest practical coach fare” with the exception of flights that are
six (6) or more consecutive hours in length. In such event, the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
Exhibit C
1
Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. All other support services are documented
in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals
and measures whether we have met those goals by tracking Attainment.
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter’s end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example, the support incident number(s) and the date, time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work
with you to identify the cause of the Downtime (including whether it may be the result of a Client Error
Incident or Force Majeure). We will also work with you to resume normal operations.
Exhibit C
2
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible, we will provide you with the relief set forth below.
c. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client
Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 5% of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
Targeted Attainment Actual Attainment Client Relief
100% 98-99% Remedial action will be taken.
100% 95-97% 4% credit of fee for affected calendar quarter
will be posted to next billing cycle
100% <95% 5% credit of fee for affected calendar quarter
will be posted to next billing cycle
You may request a report from us that documents the preceding quarter’s Service Availability, Downtime,
any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents,
and Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low-traffic
times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide
advance notice of those windows and will coordinate to the greatest extent possible with you.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure
to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request
that said failure be excused. That writing will at least include the essential details and circumstances
supporting our request for relief pursuant to this Section. You will not unreasonably withhold its
acceptance of such a request.
Exhibit C
Schedule 1
1
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients
with current maintenance agreements to collaborate with one another, share best practices and
resources, and access documentation.
(2) On-line submission (portal) – for less urgent and functionality-based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3) Email – for less urgent situations, users may submit unlimited emails directly to the software
support group.
(4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone
software support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools and other information including
support contact information.
(2) Tyler Community – available through login, Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3) Knowledgebase – A fully searchable depository of thousands of documents related to
procedures, best practices, release information, and job aides.
(4) Program Updates – where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday –
Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage
across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage
on these days.
New Year’s Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
Exhibit C
Schedule 1
2
Issue Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a
unique incident number. This system tracks the history of each incident. The incident tracking number is
used to track and reference open issues when clients contact support. Clients may track incidents, using
the incident number, through the portal at Tyler’s website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The
client is responsible for reasonably setting the priority of the incident per the chart below. This chart is
not intended to address every type of support incident, and certain “characteristics” may or may not
apply depending on whether the Tyler software has been deployed on customer infrastructure or the
Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the
importance of the issue and to describe generally expected responses and resolutions.
Priority
Level Characteristics of Support Incident Resolution Targets
1
Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of multiple
essential system functions.
Tyler shall provide an initial response to Priority Level 1
incidents within one (1) business hour of receipt of the
support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within one (1)
business day. For non-hosted customers, Tyler’s
responsibility for lost or corrupted Data is limited to
assisting the client in restoring its last available database.
2
High
Support incident that causes (a)
repeated, consistent failure of essential
functionality affecting more than one
user or (b) loss or corruption of Data.
Tyler shall provide an initial response to Priority Level 2
incidents within four (4) business hours of receipt of the
support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within ten (10)
business days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted Data is limited to
assisting the client in restoring its last available database.
3
Medium
Priority Level 1 incident with an existing
circumvention procedure, or a Priority
Level 2 incident that affects only one
user or for which there is an existing
circumvention procedure.
Tyler shall provide an initial response to Priority Level 3
incidents within one (1) business day of receipt of the
support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents
without the need for a circumvention procedure with the
next published maintenance update or service pack. For
non-hosted customers, Tyler’s responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database.
Exhibit C
Schedule 1
3
Priority
Level Characteristics of Support Incident Resolution Targets
4
Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level 4
incidents within two (2) business days. Tyler shall use
commercially reasonable efforts to resolve such support
incidents, as well as cosmetic issues, with a future
version release.
Incident Escalation
Tyler Technology’s software support consists of four levels of personnel:
(1) Level 1: front-line representatives
(2) Level 2: more senior in their support role, they assist front-line representatives and take on
escalated issues
(3) Level 3: assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a
product group
If a client feels they are not receiving the service needed, they may contact the appropriate Software
Support Manager. After receiving the incident tracking number, the manager will follow up on the open
issue and determine the necessary action to meet the client’s needs.
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately. A software support incident can be escalated by any of the following
methods:
(1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to
escalate an issue through management channels as described above.
(2) Email – clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client’s database, process or setup to diagnose a
problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote
support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup,
diagnose problems, or assist with screen navigation. More information about the remote support tool
Tyler uses is available upon request.
Exhibit D
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Exhibit D
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Exhibit D
Schedule 2
MyGovPay/VirtualPay and IVR
1. MyGovPay/VirtualPay Licensing. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer
elects to use MyGovPay or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for
Citizen Users to use for processing online payments.
(a) Special MyGovPay/VirtualPay Definitions.
“Merchant Agreement” means the agreement between Customer and Persolvent that provides for the
Merchant Fees.
“Merchant Fees” means direct costs levied by Visa/Mastercard/Discover or other payment card companies
for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no
authority.
“MyGovPay” means the Product of Tyler Technologies that allows members of the public to pay for
Customer’s services with a credit or other payment card on the Customer’s citizen-facing web portal.
“Persolvent” means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI)
compliant processing agent through which the EnerGov Software passes credit card transactions.
“Use Fees” means the Technology Fees, Authorization Fees and Program/Convenience Fees as listed in Use
Fees Table in Section 2, titled MyGovPay/VirtualPay.
“VirtualPay” means the Product of Tyler Technologies that allows the Customer to accept and process
citizen user’s credit or other payment card using the EnerGov Software.
(b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPay the following terms apply:
(1) Customer must apply for and agree to a Merchant Agreement with Persolvent.
(2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section
2.
(3) Customer agrees that Use Fees are separate from and independent of Merchant Fees.
(4) Customer agrees that this Agreement does not represent any modification to Customer’s Merchant
Agreement with Persolvent.
(5) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and will not
be deposited or owed to Customer in any way.
(6) Customer agrees that MyGovPay’s and VirtualPay’s ability to assess Use Fees is dictated by the Card
Associations whose rules may change at any time and for any reason. If MyGovPay and/or
VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that
MyGovPay/VirtualPay reserves the right to negotiate a new pricing model with Customer for the
continued use of MyGovPay and/or VirtualPay.
2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply
if Customer elects to use MyGovPay/VirtualPay.
USE FEES TABLE FOLLOWS ON NEXT PAGE
Exhibit D
Schedule 2
2
Use Fees
EnerGov’s MyGovPay (Online / card-not-present payments)**
MyGovPay (Online Payments) MyGovPay (Online
Payments)
Percentage Based Fee + Transaction Fee
Option 1:
Government Entity Paid 2.79% $0.20
Option 2:
Patron Paid 3.29% N/A
**ACH processing is available for a fee of $20 per month and $0.30 per transaction.
EnerGov’s VirtualPay (retail card present)
VirtualPay (Retail Payments) Virtual Pay (Retail Payments)
Percentage Based Fee + Transaction Fee
Option 1:
Government Entity Paid 2.59% $0.15
Option 2:
Patron Paid 2.99% N/A
Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In
the event that the average monthly transaction amount is below $30, Contractor reserves the right to
apply an additional $0.20 service fee above the quoted rates above.
3. Interactive Voice Response (“IVR”). If IVR is selected by Customer and included in the pricing, the
following additional terms and conditions shall apply of this Agreement:
(a) Network Security. Customer acknowledges that a third-party is used by Tyler Technologies to process
IVR Data. Customer’s content will pass through and be stored on the third-party servers and will not be
segregated or in a separate physical location from servers on which other customers’ content is or will be
transmitted or stored.
(b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of
content to be used solely in conjunction with the EnerGov Software.
(c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose.
(d) Critical Application. Customer will not use the IVR system for any life-support application or other
critical application where failure or potential failure of the IVR system can cause injury, harm, death, or
other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and
delays in getting medicate care or other emergency services.
(e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable,
deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be
knowingly transmitted by Customer or Users.
(f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO
REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
FOR IVR.
Revised: 7/24/2020
Statement of Work
Tyler Technologies
Prepared for:
City of Vernon, CA
4305 S Santa Fe Ave
Vernon, CA 90058
Prepared by:
Jason Cloutier
One Tyler Drive, Yarmouth, ME 04096
Tyler Technologies, Inc.
www.tylertech.com
Exhibit E
Exhibit E
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Table of Contents
1. Executive Summary .............................................................................................................................. 6
1.1 Project Overview ........................................................................................................................... 6
1.2 Product Summary ......................................................................................................................... 6
1.3 Project Timeline ............................................................................................................................ 7
1.4 Project Methodology Overview .................................................................................................... 8
2. Project Governance .................................................................................................................... ....... 9
2.1 Client Governance ......................................................................................................................... 9
2.1.1 Client Project Manager ......................................................................................................... 9
2.1.2 Steering Committee .............................................................................................................. 9
2.1.3 Executive Sponsor(s) ........................................................................................................... 10
2.2 Tyler Governance ........................................................................................................................ 10
2.2.1 Tyler Project Manager ......................................................................................................... 10
2.2.2 Tyler Implementation Management ................................................................................... 10
2.2.3 Tyler Executive Management ............................................................................................. 10
2.3 Acceptance and Acknowledgment Process ................................................................................ 10
3. Overall Project Assumptions ................................................. .......................................................... 12
3.1 Project, Resources and Scheduling ............................................................................................. 12
3.2 Data Conversion .......................................................................................................................... 13
3.3 Data Exchanges, Modifications, Forms and Reports .................................................................. 13
3.4 Hardware and Software .............................................................................................................. 13
3.5 Education .................................................................................................................................... 14
4. Implementation Stages ............................................................................................................... 15
4.1 Work Breakdown Structure (WBS) ............................................................................................. 15
4.2 Initiate & Plan (Stage 1) .............................................................................................................. 17
4.2.1 Tyler Internal Coordination & Planning .............................................................................. 17
4.2.2 System Infrastructure Planning ........................................................................................... 18
4.2.3 Project/Phase Planning ....................................................................................................... 19
4.2.4 Project Schedule ................................................................................................................. 20
4.2.5 Stakeholder Presentation ................................................................................................... 21
Exhibit E
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4.2.6 Control Point 1: Initiate & Plan Stage Acceptance .............................................................. 22
4.3 Assess & Define (Stage 2) ............................................................................................................ 23
4.3.1 Fundamentals Review ......................................................................................................... 23
4.3.2 Current/Future State Analysis ............................................................................................. 24
4.3.3 Data Conversion Planning & Mapping ................................................................................ 25
4.3.4 Standard 3rd Party Data Exchange Planning....................................................................... 26
4.3.5 Modification Analysis & Specification, if contracted .......................................................... 27
4.3.6 Forms & Reports Planning .................................................................................................. 28
4.3.7 System Deployment ............................................................................................................ 29
4.3.8 Control Point 2: Assess & Define Stage Acceptance ........................................................... 30
4.4 Build & Validate (Stage 3) ........................................................................................................... 32
4.4.1 Configuration & Power User Training ................................................................................. 32
4.4.2 Data Conversion & Validation ............................................................................................. 33
4.4.3 Standard 3rd Party Data Exchange Validation .................................................................... 34
4.4.4 Modification Delivery & Validation, if contracted .............................................................. 35
4.4.5 Forms & Reports Validation ................................................................................................ 36
4.4.6 Control Point 3: Build & Validate Stage Acceptance ........................................................... 37
4.5 Final Testing & Training (Stage 4) ............................................................................................... 38
4.5.1 Cutover Planning ................................................................................................................. 38
4.5.2 User Acceptance Testing (UAT) ........................................................................................... 39
4.5.3 End User Training ................................................................................................................ 40
4.5.4 Control Point 4: Final Testing & Training Stage Acceptance ............................................... 41
4.6 Production Cutover (Stage 5) ...................................................................................................... 42
4.6.1 Final Data Conversion, if applicable .................................................................................... 42
4.6.2 Production Processing & Assistance ................................................................................... 43
4.6.3 Transition to Tyler Support ................................................................................................. 44
4.6.4 Schedule Post-Production Services, if applicable ............................................................... 45
4.6.5 Control Point 5: Production Cutover Stage Acceptance ..................................................... 46
4.7 Phase/Project Closure (Stage 6) .................................................................................................. 47
4.7.1 Close Phase/Project ............................................................................................................ 47
4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance ................................................. 48
5. Roles and Responsibilities .................................................................................................................. 49
Exhibit E
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5.1 Tyler Roles and Responsibilities .................................................................................................. 49
5.1.1 Tyler Executive Management ............................................................................................. 49
5.1.2 Tyler Implementation Management ................................................................................... 49
5.1.3 Tyler Project Manager ......................................................................................................... 49
5.1.4 Tyler Implementation Consultant ....................................................................................... 50
5.1.5 Tyler Sales ........................................................................................................................... 51
5.1.6 Tyler Software Support ....................................................................................................... 51
5.1.7 Tyler SaaS Technicians ........................................................................................................ 51
5.2 City Roles and Responsibilities .................................................................................................... 51
5.2.1 City Executive Sponsor ........................................................................................................ 51
5.2.2 City Steering Committee ..................................................................................................... 52
5.2.3 City Project Manager .......................................................................................................... 52
5.2.4 City Functional Leads .......................................................................................................... 53
5.2.5 City Power Users ................................................................................................................. 54
5.2.6 City End Users ..................................................................................................................... 54
5.2.7 City Technical Support ........................................................................................................ 54
5.2.8 City Upgrade Coordinator ................................................................................................... 55
5.2.9 City Project Toolset Coordinator ......................................................................................... 55
5.2.10 City Change Management Lead .......................................................................................... 55
6. EnerGov Conversion Summary ........................................................................................................... 56
6.1 Community Development ........................................................................................................... 56
6.2 Business Management ................................................................................................................ 56
7. Munis Conversion Summary............................................................................................................... 58
7.1 Accounting COA .......................................................................................................................... 58
7.2 Accounting - Actuals ................................................................................................................... 58
7.3 Accounting - Budgets .................................................................................................................. 58
7.4 Accounts Payable Master ............................................................................................................ 58
7.5 Accounts Payable - Checks .......................................................................................................... 58
7.6 Accounts Payable - Invoices ........................................................................................................ 58
7.7 General Billing CID....................................................................................................................... 58
7.8 General Billing – Recurring Invoices ............................................................................................ 59
7.9 General Billing – Bills ................................................................................................................... 59
Exhibit E
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7.10 Payroll ......................................................................................................................................... 59
7.11 Payroll - Deductions .................................................................................................................... 59
7.12 Payroll – Accrual Balances .......................................................................................................... 59
7.13 Payroll – Accumulators ............................................................................................................... 59
7.14 Payroll – Check History ............................................................................................................... 59
7.15 Payroll – Earning/Deduction Hist. ............................................................................................... 59
7.16 Payroll – PM Action History ........................................................................................................ 60
7.17 Payroll – Position Control ............................................................................................................ 60
7.18 Payroll – State Retirement Tables ............................................................................................... 60
7.19 Payroll – Certifications ................................................................................................................ 60
7.20 Payroll – Education ..................................................................................................................... 60
7.21 Utility Billing ................................................................................................................................ 60
7.22 Utility Billing –Assessments ........................................................................................................ 60
7.23 Utility Billing –Backflow .............................................................................................................. 60
7.24 Utility Billing –Balance Forward AR ............................................................................................. 60
7.25 Utility Billing –Budget Billing ....................................................................................................... 61
7.26 Utility Billing –Consumption History ........................................................................................... 61
7.27 Utility Billing –Flat Inventory/Containers .................................................................................... 61
7.28 Utility Billing –Service Orders ...................................................................................................... 61
7.29 Utility Billing –Services ................................................................................................................ 61
8.EnerGov Definitions .............................................................................................................................. 62
8.1 “Template Business Transactions” .............................................................................................. 62
8.2 “Unique Business Transactions” ................................................................................................. 62
8.3 “Geo-Rules” ................................................................................................................................. 62
8.4 “Intelligent Objects (IO)” ............................................................................................................. 63
8.5 “Intelligent Automation Agents (IAA)” ....................................................................................... 63
8.6 “EnerGov SDK/API (Toolkits)” ..................................................................................................... 63
9.Glossary ................................................................................................................................................ 64
Exhibit E
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1 Executive Summary
1.1 Project Overview
The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities,
implementation Stages, and deliverables for the implementation of Tyler products.
The Project goals are to offer the City of Vernon, CA the opportunity to make the City more accessible
and responsive to external and internal customer needs and more efficient in its operations through:
Streamlining, automating, and integrating business processes and practices
Providing tools to produce and access information in a real-time environment
Enabling and empowering users to become more efficient, productive and responsive
Successfully overcoming current challenges and meeting future goals
1.2 Product Summary
Below, is a summary of the products included in this Project, as well as reference to the City’s functional
area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information
containing detailed service components.
[PRODUCT] [APPLICATION]
DHD Digital Health Department
EnerGov Community Development
EnerGov Business Management
ExecuTime Time & Attendance
Tyler Content Manager Document Management
Munis Financial Management
Munis Procurement
Munis Human Capital Management
Munis Utility Billing
Munis Accounts Receivable and Collections
Munis Tyler Reporting Services
Exhibit E
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1.3 Project Timeline
The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the
Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource
availability, business goals, size and complexity of the Project, and task duration requirements.
Phase Functional Areas Software Modules Duration
1 Munis Financials •Accounting/GL
•Accounts Payable
•Budgeting
•Capital Assets
•Cash Management
•Contract Management
•Inventory
•Project & Grant Accounting
•Purchasing
•eProcurement
12 months
1 Munis Productivity •Munis Analytics & Reporting
•Tyler Ready Forms
•Tyler Content Manager SE
Included in Phase 1
2 Munis Human Capital
Management & ExecuTime
•Payroll w/Employee Self Service
•Human Resources & Talent Management
•ExecuTime Time & Attendance + Mobile Access
9 months
3 Munis Utility Billing •Accounts Receivable
•General Billing
•Tyler Cashiering
•UB Interface
•Utility Billing CIS
•IVR Gateway
12 months
4 EnerGov •EnerGov Advanced Server Extensions Bundle
•EnerGov Business Management Suite
•EnerGov Citizen Self Service – Business Management
•EnerGov Community Development Suite
•EnerGov Citizen Self Service – Community
Development
•EnerGov e-Reviews
•EnerGov iG Workforce Apps
•EnerGov Report Toolkit
•Tyler GIS
•EnerGov Content Management API
•Tyler 311/Incident Management
12 months
5 Digital Health Department •DHD/“EnerGov Community Health”
•Community Health Inspection Downloads
12 months
Exhibit E
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1.4 Project Methodology Overview
Tyler bases its implementation methodology on the Project Management Institute’s (PMI) Process Groups
(Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed
a 6-stage process specifically designed to focus on critical project success measurement factors.
Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance
Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective
communications, and quality standards. Clearly defined, the project methodology repeats consistently
across Phases, and is scaled to meet the City’s complexity, and organizational needs.
Exhibit E
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2 Project Governance
The purpose of this section is to define the resources required to adequately establish the business
needs, objectives, and priorities for the Project; communicate the goals to other project participants; and
provide support and guidance to accomplish these goals. Project governance also defines the structure
for issue escalation and resolution, Change Control review and authority, and organizational Change
Management activities.
The preliminary governance structure establishes a clear escalation path when issues and risks require
escalation above the project manager level. Further refinement of the governance structure, related
processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.
The path below illustrates an overall team perspective where Tyler and the City collaborate to resolve
project challenges according to defined escalation paths. In the event project managers do not possess
authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management
and the City steering committee become the escalation points to triage responses prior to escalation to
the City and Tyler executive sponsors. As part of the escalation process, each project governance tier
presents recommendations and supporting information to facilitate knowledge transfer and issue
resolution. The City and Tyler executive sponsors serve as the final escalation point.
2.1 Client Governance
Depending on the City’s organizational structure and size, the following governance roles may be filled by
one or more people:
2.1.1 Client Project Manager
The City’s project manager(s) coordinate project team members, subject matter experts, and the overall
implementation schedule and serves as the primary point of contact with Tyler. The City project
manager(s) will be responsible for reporting to the City steering committee and determining appropriate
escalation points.
2.1.2 Steering Committee
The City steering committee understands and supports the cultural change necessary for the Project and
fosters an appreciation of the Project’s value throughout the organization. Oversees the City project
manager(s) and the Project and through participation in regular internal meetings, the City steering
committee remains updated on all project progress, project decisions, and achievement of project
milestones. The City steering committee also provides support to the City project manager(s) by
communicating the importance of the Project to all impacted departments. The City steering committee
is responsible for ensuring the Project has appropriate resources, provides strategic direction to the
project team, for making timely decisions on critical project issues or policy decisions. The City steering
committee also serves as primary level of issue resolution for the Project.
Exhibit E
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2.1.3 Executive Sponsor(s)
The City’s executive sponsor provides support to the Project by allocating resources, providing strategic
direction, and communicating key issues about the Project and the Project’s overall importance to the
organization. When called upon, the executive sponsor also acts as the final authority on all escalated
project issues. The executive sponsor engages in the Project, as needed, in order to provide necessary
support, oversight, guidance, and escalation, but does not participate in day-to-day project activities. The
executive sponsor empowers the City steering committee, project manager(s), and functional leads to
make critical business decisions for the City.
2.2 Tyler Governance
2.2.1 Tyler Project Manager
The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team
members, subject matter experts, the overall implementation schedule, and serves as the primary point
of contact with the City. As requested by the City, the Tyler project manager(s) provide regular updates to
the City’s steering committee and other Tyler governance members.
2.2.2 Tyler Implementation Management
Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process. Tyler project manager(s) consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution with
the Tyler project manager(s) or with the City management, as appropriate. Tyler executive management
is the escalation point for any issues not resolved at this level. The name(s) and contact information for
this resource will be provided and available to the project team.
2.2.3 Tyler Executive Management
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process. This team member offers additional support to the project team and collaborates with other
Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks
and decisions. The name(s) and contact information for this resource will be provided and available to the
project team.
2.3 Acceptance and Acknowledgment Process
All Deliverables and Control Points must be accepted or acknowledged following the process below.
Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at
the time of delivery. The following process will be used for accepting or acknowledging Deliverables and
Control Points:
•The City shall have five (5) business days from the date of delivery, or as otherwise mutually
agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control
Point. If the City does not provide acceptance or acknowledgement within five (5) business days,
Exhibit E
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or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the
Deliverable or Control Point as accepted.
•If the City does not agree the particular Deliverable or Control Point meets requirements, the City
shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or
the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the
Deliverable.
•Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall
then have two (2) business days from receipt of the redelivered Deliverable or Control Point to
accept or again submit written notification of reasons for rejecting the milestone. If the City does
not provide acceptance or acknowledgement within two (2) business days, or the otherwise
agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control
Point as accepted.
Exhibit E
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3 Overall Project Assumptions
3.1 Project, Resources and Scheduling
•Project activities will begin after the Agreement has been fully executed.
•The City has the ability to allocate additional internal resources if needed. The City also ensures
the alignment of their budget and Scope expectations.
•The City and Tyler ensure that the assigned resources are available, they buy-into the change
process, and they possess the required business knowledge to complete their assigned tasks
successfully. Should there be a change in resources, the replacement resource should have a
comparable level of availability, buy-in, and knowledge.
•Tyler and City provide adequate resources to support the efforts to complete the Project as
scheduled and within the constraints of the Project budget.
•Abbreviated timelines and overlapped Phases can result in Project delays if there are not
sufficient resources assigned to complete all required work as scheduled.
•Changes to Project Plan, availability of resources or changes in Scope may result in schedule
delays, which may result in additional charges to the Project.
•Tyler provides a written agenda and notice of any prerequisites to the City project manager(s) ten
(10) business days prior to any scheduled on site or remote sessions.
•Tyler provides notice of any prerequisites to the City project manager(s) a minimum of ten (10)
business days prior to any key deliverable due dates.
•City users complete prerequisites prior to applicable scheduled activities.
•Tyler provides guidance for configuration and processing options available within the Tyler
software. The City is responsible for making decisions based on the options available.
•In the event the City may elect to add and/or modify current business policies during the course
of this Project, such policy changes are solely the City’s responsibility to define, document, and
implement.
•The City makes timely Project related decisions in order to achieve scheduled due dates on tasks
and prepare for subsequent training sessions. Decisions left unmade may affect the schedule, as
each analysis and implementation session builds on the decisions made in prior sessions.
•Tyler considers additional services out of Scope and requires additional time and costs be
requested via Change Request approved through the Change Control process.
Exhibit E
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•The City will respond to information requests in a comprehensive and timely manner, in
accordance with the Project Plan.
3.2 Data Conversion
•The City is responsible for uploading their Eden database to Kiteworks and maintaining crosswalks
of old to new codes. Validation logs will be provided with each conversion pass. Tyler and the
City will work together to resolve validation errors.
•Multiple data passes will occur and it is the City’s responsibility to review and verify the accuracy
of each data conversion. Tyler will provide guidance and documentation on how to review data
conversions.
•In some situations utilizing Munis imports is a more efficient process than conversions. Tyler’s
implementation staff will discuss the pros/cons of each import and conversion during the Assess
& Define Stage of each Phase.
3.3 Data Exchanges, Modifications, Forms and Reports
•The City ensures the 3rd party data received conforms to a Tyler standard format.
•The 3rd party possesses the knowledge of how to program their portion of the interaction and
understands how to manipulate the data received.
•Client is on a supported, compatible version of the 3rd party software or Tyler standard Data
Exchange tools may not be available.
•The City is willing to make reasonable business process changes rather than expecting the
product to conform to every aspect of their current system/process.
•Any Modification requests not expressly stated in the contract are out of Scope. Modifications
requested after contract signing have the potential to change cost, Scope, schedule, and
production dates for project Phases. Modification requests not in Scope must follow the Project
Change Request process.
3.4 Hardware and Software
•Tyler will initially Install the most current generally available version of the purchased Tyler
software.
•The City will provide network access for Tyler modules, printers, and Internet access to all
applicable City and Tyler project staff.
•The City has in place all hardware, software, and technical infrastructure necessary to support the
Project.
Exhibit E
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• The City’s system hardware and software meet Tyler standards to ensure sufficient speed and
operability of Tyler software. Tyler will not support use of software if the City does not meet
minimum standards of Tyler’s published specifications.
3.5 Education
Throughout the Project lifecycle, the City provides a training room for Tyler staff to transfer
knowledge to the City’s resources, for both onsite and remote sessions. The City will provide staff
with a location to practice what they have learned without distraction. If Phases overlap, the City
will provide multiple training facilities to allow for independent sessions scheduling without
conflict.
The training room is set up in a classroom setting. The City determines the number of
workstations in the room. Tyler recommends every person attending a scheduled session with a
Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no
more than two (2) people at a given workstation.
The City provides a workstation which connects to the Tyler system for the Tyler trainer
conducting the session. The computer connects to a City provided projector, allowing all
attendees the ability to actively engage in the training session.
The City testing database contains the Tyler software version required for delivery of the
Modification prior to the scheduled delivery date for testing.
The City is responsible for verifying the performance of the Modification as defined by the
specification.
Users performing user acceptance testing (UAT) have attended all applicable training sessions
prior to performing UAT.
Exhibit E
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4 Implementation Stages
4.1 Work Breakdown Structure (WBS)
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down
into smaller, more manageable components. The top-level components are called “Stages” and the
second level components are called “work packages.” The work packages, shown below each Stage,
contain the high-level work to be done. The detailed Project Plan, developed during Initiate & Plan and
finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage
ends with a “Control Point”, confirming the work performed during that Stage of the Project.
Exhibit E
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Exhibit E
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4.2 Initiate & Plan (Stage 1)
The Initiate & Plan Stage creates a foundation for the Project through identification of City and Tyler
Project Management teams, development of implementation management plans, and the provision and
discussion of system infrastructure requirements. City participation in gathering information is critical.
Tyler Project Management teams present initial plans to stakeholder teams at Stage end.
4.2.1 Tyler Internal Coordination & Planning
Prior to Project commencement, Tyler management staff assigns project manager(s). Tyler provides the
City with initial Project documents used in gathering basic information, which aids in preliminary planning
and scheduling. City participation in gathering requested information by provided deadlines ensures the
Project moves forward in a timely fashion. Internally, the Tyler project manager(s) coordinate with sales
to ensure transfer of vital information from the sales process prior to scheduling a Project Planning
Meeting with the City’s team. During this step, Tyler will work with the City to establish the date(s) for the
Project/Phase Planning session.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1 Tyler Internal Coordination & Planning
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Assign Tyler project manager A R I I I
Provide initial Project documents to
Client A I R C I
Sales to Implementation knowledge
transfer A I R C
Internal planning and phase
coordination A R C
Exhibit E
18 / 66
4.2.2 System Infrastructure Planning
The City provides, purchases or acquires hardware according to hardware specifications provided by Tyler
and ensures it is available at the City’s site. The City completes the system infrastructure audit, ensuring
vital system infrastructure information is available to the Tyler implementation team, and verifies all
hardware compatibility with Tyler solutions.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1 System Infrastructure Planning
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide system hardware
specifications I R A I C
Make hardware available for
Installation I C A R
Install system hardware, if
applicable I C A R
Complete system infrastructure
audit I C A R
Exhibit E
19 / 66
4.2.3 Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions
and services purchased, identify Applications to implement in each Phase (if applicable), and discuss
implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan,
which is mutually agreeable by City and Tyler.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1 Project/Phase Planning
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform Project/Phase Planning A R I C C I
Deliver implementation
management plan A R C C I
Exhibit E
20 / 66
4.2.4 Project Schedule
Client and Tyler will mutually develop an initial Project Schedule. The initial schedule includes, at
minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being
developed and refined.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1 Project Schedule
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop initial Project Schedule A R I C I I
Deliver Project Plan and schedule for
Project Phase A R I I I C C I I I
Client reviews Project Plan & initial
schedule C I A R C C C
Client approves Project Plan & initial
schedule I I A R C C I I I I I
Exhibit E
21 / 66
4.2.5 Stakeholder Presentation
City stakeholders join Tyler project manager(s) to communicate successful Project criteria, Project goals,
Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1 Stakeholder Presentation
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Present overview of Project
Deliverables, Project Schedule and
roles and responsibilities
A R I I I I C I I I I I I I
Communicate successful Project
criteria and goals I R C A C I I C I I
Exhibit E
22 / 66
4.2.6 Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the
Assess & Define Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
4.2.6.1 Initiate & Plan Stage Deliverables
• Implementation Management Plan
o Objective: Update and deliver baseline management plans to reflect the approach to the
City’s Project.
o Scope: The Implementation Management addresses how communication, quality control,
risks/issues, resources and schedules, and Software Upgrades (if applicable) will be
managed throughout the lifecycle of the Project.
o Acceptance criteria: City reviews and acknowledges receipt of Implementation
Management Plan.
• Project Plan/Schedule
o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the
Deliverables of the Project.
o Scope: Task list, assignments and due dates
o Acceptance criteria: City acceptance of schedule based on City resource availability and
Project budget and goals.
4.2.6.2 Initiate & Plan Stage Acceptance Criteria
• Hardware Installed
• System infrastructure audit complete and verified
• Implementation Management Plan delivered
• Project Plan/Schedule delivered; dates confirmed
• Stakeholder Presentation complete
Exhibit E
23 / 66
4.3 Assess & Define (Stage 2)
The primary objective of Assess & Define is to gather information about current City business processes
and translate the material into future business processes using Tyler Applications. Tyler uses a variety of
methods for obtaining the information, all requiring City collaboration. The City shall provide complete
and accurate information to Tyler staff for analysis and understanding of current workflows and business
processes.
4.3.1 Fundamentals Review
Fundamentals Review provides functional leads and Power Users an overall understanding of software
capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic
understanding of system functionality, which provides a foundation for upcoming conversations
regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training
including the use of eLearning, videos, documentation, and walkthroughs.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Assess & Define
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Schedule fundamentals review &
provide fundamentals materials &
prerequisites, if applicable
A R I C I I I
Complete fundamentals materials
review and prerequisites I A R I C
Ensure all scheduled attendees are
present I I A R C I
Facilitate fundamentals review A R I I I
Exhibit E
24 / 66
4.3.2 Current/Future State Analysis
City and Tyler evaluate current state processes, options within the new software, pros and cons of each
option based on current or desired state, and make decisions about future state configuration and
processing.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Current/Future State Analysis
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide Current/Future State
analysis materials to the City, as
applicable
A R I C I I
Conduct Current & Future State
analysis A R I C I C
Provide pros and cons of Tyler
software options A R I C I C
Make Future State Decisions
according to due date in the Project
Plan
I I C A R I C I
Record Future State decisions A R I C I C
Exhibit E
25 / 66
4.3.3 Data Conversion Planning & Mapping
This entails the activities performed to prepare to convert data from the City’s Legacy System
Applications to the Tyler system. Tyler staff and the City work together to complete Data Mapping for
each piece of data (as outlined in the Agreement) from the Legacy System to a location in the Tyler
system.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Data Conversion Planning & Mapping
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review contracted data
conversion(s) options A R I C C C C
Map data from Legacy System to
Tyler system I C I A C C R
Pull conversion data extract I I A C C R
Run balancing Reports for data
pulled and provide to Tyler I I A C R I
Review and approve initial data
extract A I C R I I
Correct issues with data extract, if
needed I C C A C C R
Exhibit E
26 / 66
4.3.4 Standard 3rd Party Data Exchange Planning
Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with
external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces.
A Standard Interface is a real-time or automated exchange of data between two systems. This could be
done programmatically or through an API. It is Tyler’s responsibility to ensure the Tyler programs operate
correctly. It is the City’s responsibility to ensure the third party program operates or accesses the data
correctly.
The City and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are
needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data
Exchange.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Standard 3rd Party Data Exchange Planning
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review Standard or contracted Data
Exchanges A R C I I C
Define or confirm needed Data
Exchanges I C A C C R
Exhibit E
27 / 66
4.3.5 Modification Analysis & Specification, if contracted
Tyler staff conducts additional analysis and develops specifications based on information discovered
during this Stage. The City reviews the specifications and confirms they meet City’s needs prior to
acceptance. Out of Scope items or changes to specifications after acceptance may require a Change
Request.
Tyler’s intention is to minimize Modifications by using Standard functionality within the Application,
which may require a City business process change. It is the responsibility of the City to detail all of their
needs during the Assess and Define Stage. Tyler will write up specifications (for City approval) for
contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the
respective program(s). Once the Modifications have been delivered, the City will test and approve those
changes during the Build and Validate Stage.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Modification Analysis & Specification, if contracted
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Analyze contracted modified
program requirements A C R C C I C C
Develop specification document(s) A I C R I I I I
Review specification document(s);
provide changes to Tyler, if
applicable
I C C A R I C C
Sign-off on specification
document(s) and authorize work I I A R C I I C
Exhibit E
28 / 66
4.3.6 Forms & Reports Planning
City and Tyler project manager(s) review Forms and Report needs. Items that may be included in the
Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included
in the Agreement could be either City-developed Reports or a newly discovered Modification that will
require a Change Request.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Forms & Reports Planning
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review required Forms output A R C I C I
Review and complete Forms options
and submit to Tyler I I A R C
Review in Scope Reports A R I C C
Identify additional Report needs I C A R C
Add applicable tasks to Project
schedule A R I C C I I I
Exhibit E
29 / 66
4.3.7 System Deployment
The Tyler Technical Services team Installs Tyler Applications on the server (hosted or client-based) and
ensures the platform operates as expected.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 System Deployment
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Install contracted software on server A I R I C
Ensure platform operates as
expected A I R I C
Exhibit E
30 / 66
4.3.8 Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the
Build & Validate Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
4.3.8.1 Assess & Define Stage Deliverables
•Completed analysis Questionnaire
o Objective: Gather and document information related to City business processes for
current/future state analysis as it relates to Tyler approach/solution.
o Scope: Provide comprehensive answers to all questions on Questionnaire(s).
o Acceptance criteria: City acceptance of completed Questionnaire based on thoroughness
of capturing all City business practices to be achieved through Tyler solution.
•Data conversion summary and specification documents
o Objective: Define data conversion approach and strategy.
o Scope: Data conversion approach defined, data extract strategy, conversion and
reconciliation strategy.
o Acceptance criteria: Data conversion document(s) delivered to the City, reflecting
complete and accurate conversion decisions.
•Modification specification documents, if contracted
o Objective: Provide comprehensive outline of identified gaps, and how the modified
program meets the City’s needs.
o Scope: Design solution for Modification.
o Acceptance criteria: City accepts Modified Specification Document(s) and agrees that the
proposed solution meets their requirements.
•Completed Forms options and/or packages
o Objective: Provide specifications for each City in Scope form, Report and output
requirements.
o Scope: Complete Forms package(s) included in agreement and identify Report needs.
o Acceptance criteria: Identify Forms choices and receive supporting documentation.
•Installation checklist
o Objective: Installation of purchased Tyler software.
o Scope: Tyler will conduct an initial coordination call, perform an installation of the
software included in the Agreement, conduct follow up to ensure all tasks are complete,
and complete server system administration training, unless the City is hosted.
o Acceptance criteria: Tyler software is successfully installed and available to authorized
users, City team members are trained on applicable system administration tasks.
4.3.8.2 Assess & Define Stage Acceptance Criteria
•Tyler software is installed.
•Fundamentals review is complete.
•Required Form information complete and provided to Tyler.
Exhibit E
31 / 66
• Current/Future state analysis completed; Questionnaires delivered and reviewed.
• Data conversion mapping and extractions completed and provided to Tyler.
Exhibit E
32 / 66
4.4 Build & Validate (Stage 3)
The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City’s
needs identified during the Assess and Define Stage, preparing the City for Final Testing and Training.
4.4.1 Configuration & Power User Training
Tyler staff collaborates with the City to complete software configuration based on the outputs of the
future state analysis performed during the Assess and Define Stage. Tyler staff will train the City Power
Users to prepare them for the Validation of the software. The City collaborates with Tyler staff iteratively
to Validate software configuration.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
•
STAGE 3 Build & Validate
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform configuration A R I R I
Power User process and Validation
training A R I C I C I
Validate configuration I C A C R C
Exhibit E
33 / 66
4.4.2 Data Conversion & Validation
Tyler completes an initial review of the converted data for errors. With assistance from the City, the Tyler
Data Conversion Team addresses items within the conversion program to provide the most efficient data
conversion possible. With guidance from Tyler, the City reviews specific data elements within the system
and identifies and Reports discrepancies in writing. Iteratively, Tyler collaborates with the City to address
conversion discrepancies prior to acceptance.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
•
STAGE 3 Data Conversion & Validation
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Write and run data conversion
program against Client data A I C R C
Complete initial review of data
errors A I C R I I C
Review data conversion and submit
needed corrections I C I A C R C
Revise conversion program(s) to
correct error(s) A I C R I I C C
Exhibit E
34 / 66
4.4.3 Standard 3rd Party Data Exchange Validation
Tyler provides training on Data Exchange(s) and the City tests each Data Exchange.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 3 Standard 3rd Party Data Exchange Validation
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Train Data Exchange(s) processing in
Tyler software A R C I I I C I
Coordinate 3rd Party Data Exchange
activities I I A C C R
Test all Standard 3rd party Data
Exchange(s) I C A C I R C
Exhibit E
35 / 66
4.4.4 Modification Delivery & Validation, if contracted
Tyler delivers in Scope Modification(s) to the City for preliminary testing. Final acceptance will occur
during the Final Testing and Training Stage.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 3 Modification Delivery & Validation, if contracted
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop and deliver contracted
modified program(s) A I C I R I C I C I C
Test contracted modified
program(s) in isolated database I C C A C R C
Report discrepancies between
specification and delivered
contracted modified program(s)
I I I A R C C
Make corrections to contracted
modified program(s) as required A I C I R I C C I
Exhibit E
36 / 66
4.4.5 Forms & Reports Validation
Tyler provides training on Standard Forms/Reports and the City tests each Standard Form/Report.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 3 Forms & Reports Validation
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Standard Forms & Report training A R I C C I
Test Standard Forms & Reports I C C A C R C
Exhibit E
37 / 66
4.4.6 Control Point 3: Build & Validate Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing &
Training Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
4.4.6.1 Build & Validate Stage Deliverables
• Initial data conversion
o Objective: Convert Legacy System data into Tyler system.
o Scope: Data conversion program complete; deliver converted data for review.
o Acceptance criteria: Initial error log available for review.
• Data conversion verification document
o Objective: Provide instructions to the City to verify converted data for accuracy.
o Scope: Provide self-guided instructions to verify specific data components in Tyler
system.
o Acceptance criteria: City accepts data conversion delivery; City completes data issues log.
• Installation of Modifications on the City’s server(s) *except for hosted Clients
o Objective: Deliver Modification(s) in Tyler software.
o Scope: Program for Modification is complete and available in Tyler software, Modification
testing.
o Acceptance criteria: Delivery of Modification(s) results in objectives described in the City-
signed specification.
• Standard Forms & Reports Delivered
o Objective: Provide Standard Forms & Reports for review.
o Scope: Installation of all Standard Forms & Reports included in the Agreement.
o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in
Stage 4.
4.4.6.2 Build & Validate Stage Acceptance Criteria
• Application configuration completed.
• Standard Forms & Reports delivered and available for testing in Stage 4.
• Data conversions (except final pass) delivered.
• Standard 3rd party Data Exchange training provided.
• Modifications delivered and available for testing in Stage 4.
• The City and Tyler have done a review of primary configuration areas to Validate
completeness and readiness for testing and acceptance in Stage 4.
Exhibit E
38 / 66
4.5 Final Testing & Training (Stage 4)
During Final Testing and Training, Tyler and the City review the final Cutover plan. A critical Project
success factor is the City understanding the importance of Final Testing and Training and dedicating the
resources required for testing and training efforts in order to ensure a successful Production Cutover.
4.5.1 Cutover Planning
City and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover.
Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the City for success.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 4 Cutover Planning
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Cutover Planning Session A R C I C C C C C C
Develop Production Cutover
Checklist A R C I I C C I I C
Exhibit E
39 / 66
4.5.2 User Acceptance Testing (UAT)
The City performs User Acceptance Testing to verify software readiness for day-to-day business
processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 4 User Acceptance Testing (UAT)
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Deliver Test Plan for User
Acceptance Testing A R C I I
Perform User Acceptance Testing I C A R C C C I I C I
Accept modified program(s), if
applicable I I I A R C I C C
Validate Report performance I C C A C R C
Exhibit E
40 / 66
4.5.3 End User Training
End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on
day-to-day City processes that will be delivered via group training, webinar, eLearnings and/or live
training sessions.
Unless stated otherwise in the Agreement, Tyler provides one occurrence of each scheduled training or
implementation topic with up to the maximum number of users as defined in the Agreement, or as
otherwise mutually agreed. City users who attended the Tyler sessions may train any City users not able
to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 4 End User Training
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Conduct user training sessions A R C I I I I I
Conduct additional End User training
sessions I I A C I R I I I I
Exhibit E
41 / 66
4.5.4 Control Point 4: Final Testing & Training Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production
Cutover Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
4.5.4.1 Final Testing & Training Stage Deliverables
• Production Cutover checklist
o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover.
o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System,
date(s) for first processing in Tyler system, contingency plan for processing.
o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and
establishment of due dates.
• User Acceptance Test Plan
o Objective: Provide testing steps to guide users through testing business processes in Tyler
software.
o Scope: Testing steps for Standard business processes.
o Acceptance criteria: Testing steps have been provided for Standard business processes.
4.5.4.2 Final Testing & Training Stage Acceptance Criteria
• Production Cutover Checklist delivered and reviewed.
• Modification(s) tested and accepted, if applicable.
• Standard 3rd party Data Exchange programs tested and accepted.
• Standard Forms & Reports tested and accepted.
• User acceptance testing completed.
• End User training completed.
Exhibit E
42 / 66
4.6 Production Cutover (Stage 5)
City and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City begins
processing day-to-day business transactions in the Tyler software. Following Production Cutover, the City
transitions to the Tyler support team for ongoing support of the Application.
4.6.1 Final Data Conversion, if applicable
The City provides final data extract and Reports from the Legacy System for data conversion and Tyler
executes final data conversion. The City may need to manually enter into the Tyler system any data added
to the Legacy System after final data extract.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5 Final Data Conversion, if applicable
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide final data extract C I I A C I I I I R
Provide final extract balancing
Reports I I A C R I
Convert and deliver final pass of
data A I I R I I I C
Validate final pass of data I C C I A C R C
Load final conversion pass to
Production environment I I I A C I C R
Exhibit E
43 / 66
4.6.2 Production Processing & Assistance
Tyler staff collaborates with the City during Production Cutover activities. The City transitions to Tyler
software for day-to day business processing.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5 Production Processing & Assistance
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Production processing C C I I A R R R R R R I I
Provide production assistance A R C I C C C C C C
Exhibit E
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4.6.3 Transition to Tyler Support
Tyler project manager(s) introduce the City to the Tyler Support team, who provides the City with day-to-
day assistance following Production Cutover.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5 Transition to Tyler Support
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop internal support plan I A R C C C C C C C
Conduct transfer to Support
meeting A I C R C C C C I I C I I
Exhibit E
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4.6.4 Schedule Post-Production Services, if applicable
Tyler provides post-production services if included in the Agreement. Prior to scheduling services, the
Tyler project manager(s) collaborate with City project manager(s) to identify needs.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5 Schedule Post-Production Services, if applicable
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Identify topics for post-production
services C C A R I C I
Schedule services for post-
production topics A R I C C I C I
Exhibit E
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4.6.5 Control Point 5: Production Cutover Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project
Closure Stage is dependent upon Tyler’s receipt of this Stage Acceptance.
4.6.5.1 Production Cutover Stage Deliverables
• Final data conversion, if applicable
o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in
preparation for production processing.
o Scope: Final passes of all conversions completed in this Phase.
o Acceptance criteria: Data is available in production environment.
• Support transition documents
o Objective: Define strategy for on-going Tyler support.
o Scope: Define support strategy for day-to-day processing, conference call with City
Project Manager(s) and Tyler support team, define roles and responsibilities, define
methods for contacting support.
o Acceptance criteria: the City receives tools to contact support and understands proper
support procedures.
4.6.5.2 Production Cutover Stage Acceptance Criteria
• Final data conversion(s) delivered.
• Processing is being done in Tyler production.
• Transition to Tyler support is completed.
• Post-live services have been scheduled, if applicable.
Exhibit E
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4.7 Phase/Project Closure (Stage 6)
Project or Phase closure signifies full implementation of all products purchased and encompassed in the
Phase or Project. The City moves into the next cycle of their relationship with Tyler (next Phase of
implementation or long-term relationship with Tyler Support).
4.7.1 Close Phase/Project
The City and Tyler project manager(s) review the list of outstanding Project activities and develop a plan
to address them. The Tyler project manager(s) review the Project budget and status of each contract
Deliverable with the City project manager(s) prior to closing the Phase or Project.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 6 Close Phase/Project
TYLER CLIENT
TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review outstanding Project activities
and develop action plan A R C C C I C I C
Review Project budget and status of
contract Deliverables A R I I C
Exhibit E
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4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the
Phase/Project.
4.7.2.1 Phase/Project Closure Stage Deliverables
• Phase/Project reconciliation report
o Objective: Provide comparison of contract Scope and Project budget.
o Scope: Contract Scope versus actual, analysis of services provided and remaining budget,
identify any necessary Change Requests or Project activity.
o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if
needed.
4.7.2.2 Phase/Project Closure Stage Acceptance Criteria
• Outstanding Phase or Project activities have been documented and assigned.
• Phase/final Project budget has been reconciled.
• Tyler Deliverables for the Phase/Project are complete.
Exhibit E
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5 Roles and Responsibilities
5.1 Tyler Roles and Responsibilities
Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s)
assign additional Tyler resources as the schedule develops and as needs arise. One person may fill
multiple project roles.
5.1.1 Tyler Executive Management
• Provides clear direction for Tyler staff on executing on the Project Deliverables to align with
satisfying the City’s overall organizational strategy.
• Authorizes required project resources.
• Resolves all decisions and/or issues not resolved at the implementation management level as part
of the escalation process.
• Offers additional support to the project team and is able to work with other Tyler department
managers in order to escalate and facilitate implementation project tasks and decisions.
• Acts as the counterpart to the City’s executive sponsor.
5.1.2 Tyler Implementation Management
• Acts as the counterpart to the City steering committee.
• Assigns initial Tyler project personnel.
• Works to resolve all decisions and/or issues not resolved at the Project Management level as part
of the escalation process.
• Attends City steering committee meetings as necessary.
• Provides support for the project team.
• Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
• Monitors project progress including progress towards agreed upon goals and objectives.
5.1.3 Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of resources between
departments, management of the project budget and schedule, effective risk and issue management, and
is the primary point of contact for all Project related items.
• Contract Management
o Validates contract compliance throughout the Project.
o Ensures Deliverables meet contract requirements.
o Acts as primary point of contact for all contract and invoicing questions.
o Prepares and presents contract milestone sign-offs for acceptance by City project
manager(s).
o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
• Planning
Exhibit E
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o Update and deliver Implementation Management Plan.
o Defines project tasks and resource requirements.
o Develops initial project schedule and full scale Project Plan.
o Collaborates with City project manager(s) to plan and schedule project timelines to achieve
on-time implementation.
• Implementation Management
o Tightly manages Scope and budget of Project; establishes process and approval matrix with
the City to ensure Scope changes and budget planned versus actual are transparent and
handled effectively and efficiently.
o Establishes and manages a schedule and resource plan that properly supports the Project
Plan that is also in balance with Scope/budget.
o Establishes risk/issue tracking/reporting process between the City and Tyler and takes all
necessary steps to proactively mitigate these items or communicates with transparency to
the City any items that may impact the outcomes of the Project.
o Collaborates with the City’s project manager(s) to establish key business drivers and success
indicators that will help to govern project activities and key decisions to ensure a quality
outcome of the project.
o Sets a routine communication plan that will aide all project team members, of both the City
and Tyler, in understanding the goals, objectives, current status and health of the project.
• Team Management
o Acts as liaison between project team and Tyler manager(s).
o Identifies and coordinates all Tyler resources across all applications, Phases, and activities
including development, forms, installation, reports, implementation, and billing.
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the
Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project
Plan, task list, and Production Cutover Checklist.
o Assesses team performance and adjusts as necessary.
o Interfaces closely with Tyler developers to coordinate program Modification activities.
o Coordinates with in Scope 3rd party providers to align activities with ongoing project tasks.
5.1.4 Tyler Implementation Consultant
• Completes tasks as assigned by the Tyler project manager(s).
• Performs problem solving and troubleshooting.
• Follows up on issues identified during sessions.
• Documents activities for on site services performed by Tyler.
• Provides conversion Validation and error resolution assistance.
• Recommends guidance for testing Forms and Reports.
• Tests software functionality with the City following configuration.
• Assists during Production Cutover process and provides production support until the City
transitions to Tyler Support.
• Provides product related education.
Exhibit E
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• Effectively facilitates training sessions and discussions with City and Tyler staff to ensure
adequate discussion of the appropriate agenda topics during the allotted time.
• Conducts training (configuration, process, conversion Validation) for Power Users and the City’s
designated trainers for End Users.
• Clearly documents homework tasks with specific due dates and owners, supporting and
reconciling with the final Project Plan.
• Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the
need for additional training, change in schedule, change in process decisions, or which have the
potential to adversely impact the success of the Project prior to taking action.
5.1.5 Tyler Sales
• Provide sales background information to Implementation during Project initiation.
• Support Sales transition to Implementation.
• Provide historical information, as needed, throughout implementation.
5.1.6 Tyler Software Support
• Manages incoming client issues via phone, email, and online customer incident portal.
• Documents and prioritizes issues in Tyler’s Customer Relationship Management (CRM) system.
• Provides issue analysis and general product guidance.
• Tracks issues and tickets to timely and effective resolution.
• Identifies options for resolving reported issues.
• Reports and escalates defects to Tyler Development.
• Communicates with the City on the status and resolution of reported issues.
5.1.7 Tyler SaaS Technicians
• Provides maintenance of hosted server hardware, operating system, and Software Upgrades.
• Provides IT-related services for server environment.
• Provides remote technical assistance and tracks issues.
• Provides systems management and disaster recovery services within hosting services.
• Adds new City users; SaaS determines user names incorporating a unique client identifier and
user initials.
• Performs Tyler Software Upgrades through coordination with the City.
5.2 City Roles and Responsibilities
City resources will be assigned prior to the start of each Phase of the project. One person may be
assigned to multiple project roles.
5.2.1 City Executive Sponsor
• Provides clear direction for the Project and how the Project applies to the organization’s overall
strategy.
• Champions the Project at the executive level to secure buy-in.
• Authorizes required Project resources.
Exhibit E
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•Resolves all decisions and/or issues not resolved at the City steering committee level as part of
the escalation process.
•Actively participates in organizational change communications.
5.2.2 City Steering Committee
•Works to resolve all decisions and/or issues not resolved at the project manager level as part of
the escalation process.
•Attends all scheduled steering committee meetings.
•Provides support for the project team.
•Assists with communicating key project messages throughout the organization.
•Prioritizes the project within the organization.
•Provides management support for the project to ensure it is staffed appropriately and staff have
necessary resources.
•Monitors project progress including progress towards agreed upon goals and objectives.
•Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City Policies
5.2.3 City Project Manager
The City shall assign project manager(s) prior to the start of this Project with overall responsibility and
authority to make decisions related to project Scope, scheduling, and task assignment, and communicates
decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the
City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the
correct resources from City to participate in discussions and make decisions in a timely fashion to avoid
Project delays.
•Contract Management
o Validates contract compliance throughout the Project.
o Ensures invoicing and Deliverables meet contract requirements.
o Acts as primary point of contact for all contract and invoicing questions.
o Signs off on contract milestone acknowledgment documents.
o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and
budgetary compliance.
•Planning
o Review and acknowledge Implementation Management Plan.
o Defines project tasks and resource requirements for City project team.
o Collaborates in the development and approval of the initial Project Plan and Project Plan.
o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve
on-time implementation.
•Implementation Management
Exhibit E
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o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to
establish a process and approval matrix to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
o Collaborates with Tyler project manager to establish and manage a schedule and resource
plan that properly supports the Project Plan, as a whole, that is also in balance with
Scope/budget.
o Collaborates with Tyler Project manager(s) to establishes risk/issue tracking/reporting
process between the City and Tyler and takes all necessary steps to proactively mitigate these
items or communicates with transparency to Tyler any items that may impact the outcomes
of the Project.
o Collaborates with Tyler Project manager(s) to establish key business drivers and success
indicators that will help to govern Project activities and key decisions to ensure a quality
outcome of the Project.
o Routinely communicates with both City staff and Tyler, aiding in the understanding of goals,
objectives, current status, and health of the Project by all team members.
• Team Management
o Acts as liaison between project team and stakeholders.
o Identifies and coordinates all City resources across all modules, Phases, and activities
including data conversions, forms design, hardware and software installation, reports
building, and satisfying invoices.
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the
Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project
Plan, task list, and Production Cutover Checklist.
o Assesses team performance and takes corrective action, if needed.
o Provides guidance to City technical teams to ensure appropriate response and collaboration
with Tyler Technical Support Teams to ensure timely response and appropriate resolution.
o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks.
5.2.4 City Functional Leads
• Makes business process change decisions under time sensitive conditions.
• Communicates existing business processes and procedures to Tyler consultants.
• Assists in identifying business process changes that may require escalation.
• Attends and contributes business process expertise for current/future state analysis sessions.
• Identifies and includes additional subject matter experts to participate in Current/Future State
Analysis sessions.
• Provides business process change support during Power User and End User training.
• Completes performance tracking review with client project team on End User competency on
trained topics.
• Provides Power and End Users with dedicated time to complete required homework tasks.
• Act as an ambassador/champion of change for the new process.
• Identifies and communicates any additional training needs or scheduling conflicts to City project
manager.
• Prepares and Validates Forms.
Exhibit E
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•Actively participates in all aspects of the implementation, including, but not limited to, the
following key activities:
o Task completion
o Stakeholder Presentation
o Implementation Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City resources
o Attendance at scheduled sessions
o Change Management activities
o Modification specification, demonstrations, testing and approval assistance
o Conversion Analysis and Verification Assistance
o Decentralized End User Training
o Process Testing
o User Acceptance Testing
5.2.5 City Power Users
•Participate in Project activities as required by the project team and project manager(s).
•Provide subject matter expertise on City business processes and requirements.
•Act as subject matter experts and attend current/future state and validation sessions as needed.
•Attend all scheduled training sessions.
•Participate in all required post-training processes as needed throughout Project.
•Participate in Conversion Validation.
•Test all Application configuration to ensure it satisfies business process requirements.
•Become Application experts.
•Participate in User Acceptance Testing.
•Adopt and support changed procedures.
•Complete all Deliverables by the due dates defined in the Project Plan.
•Demonstrate competency with Tyler products processing prior to Production Cutover.
•Provide knowledge transfer to City staff during and after implementation.
5.2.6 City End Users
•Attend all scheduled training sessions.
•Become proficient in Application functions related to job duties.
•Adopt and utilize changed procedures.
•Complete all Deliverables by the due dates defined in the Project Plan.
•Utilize software to perform job functions at and beyond Production Cutover.
5.2.7 City Technical Support
•Coordinates updates and releases with Tyler as needed.
•Coordinates the copying of source databases to training/testing databases as needed for training
days.
Exhibit E
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•Extracts and transmits conversion data and control reports from City’s Legacy System per the
conversion schedule set forth in the Project Plan.
•Coordinates and adds new users and printers and other Peripherals as needed.
•Validates all users understand log-on process and have necessary permission for all training
sessions.
•Coordinates Interface development for City third party Data Exchanges.
•Develops or assists in creating Reports as needed.
•Ensures onsite system hardware meets specifications provided by Tyler.
•Assists with software Installation as needed.
5.2.8 City Upgrade Coordinator
•Becomes familiar with the Software Upgrade process and required steps.
•Becomes familiar with Tyler’s releases and updates.
•Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the
latest helpful tools to manage the City’s Software Upgrade process.
•Assists with the Software Upgrade process during implementation.
•Manages Software Upgrade activities post-implementation.
•Manages Software Upgrade plan activities.
•Coordinates Software Upgrade plan activities with City and Tyler resources.
•Communicates changes affecting users and department stakeholders.
•Obtains department stakeholder sign-offs to upgrade production environment.
5.2.9 City Project Toolset Coordinator
•Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler
Community, Tyler Product Knowledgebase, SharePoint, etc.
•Conducts training on proper use of toolsets.
•Validates completion of required assignments using toolsets.
5.2.10 City Change Management Lead
•Validates users receive timely and thorough communication regarding process changes.
•Provides coaching to supervisors to prepare them to support users through the project changes.
•Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
•Identifies areas of resistance and develops a plan to reinforce the change.
•Monitors post-production performance and new process adherence.
Exhibit E
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6 EnerGov Conversion Summary
6.1 Community Development
• Permit Master basic information
• Plan Master basic information
• Plan & Permit Contacts
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note
• Sub-permit Associations – Visible in Workflow and Attached Records
• Reviews and Approvals
• Projects
• Permit Renewals
• Bonds and Escrow
• Contractors
• Initialized Workflows
• Inspections and Inspection Cases
• Meetings and Hearings
• Activities and Actions
• Conditions
• Fees
• Holds
• Notes
• Parcels and Addresses
• Payments and Fee History
• Zones
• Code Case Master basic information
• Code Requests
• Code Case Contacts and Properties
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note
• Violations
o Fees
o Payments
o Notes
6.2 Business Management
• Business Entity (Only for Business Licensing)
• License Master basic information
• License Contacts
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note
• Reviews and Approvals – Converted to Activity
• Fees
Exhibit E
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•Bonds and Escrow
•Activities and Actions
•Conditions
•Notes
•Holds
•Initialized Workflows
•Contractors
•Business Types and NAICS Codes
•Payment and Fee History
•Code Case Master basic information
•Code Requests
•Code Case Contacts and Properties
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note
•Parcels and Addresses
•Meetings and Hearings
•Violations
o Fees
o Payments
o Notes
Exhibit E
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7 Munis Conversion Summary
7.1 Accounting COA
•Chart of Accounts segments, objects, character codes, project codes (if applicable),
organization codes (if applicable), control accounts budget rollups, fund attributes, due
to/due from accounts
•Requires the use of a Tyler provided spreadsheet for design and entry of the data to be
converted
7.2 Accounting - Actuals
•Summary account balances
•Up to 3 years
7.3 Accounting - Budgets
•Original budget, budget adjustments, revised budget summaries for accounts
•Up to 3 years
7.4 Accounts Payable Master
•Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers
•Multiple remittance addresses
•Year-to-date 1099 amounts
7.5 Accounts Payable - Checks
•Check header data including vendor, warrant, check number, check date, overall check
amount, GL cash account and clearing information
•Check detail data including related document and invoice numbers for each check
•Up to 5 years
7.6 Accounts Payable - Invoices
•Invoice header data containing general information for the invoice
•Invoice detail data containing line-specific information for the invoice
•Up to 5 years
7.7 General Billing CID
•Customer information
Exhibit E
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7.8 General Billing – Recurring Invoices
• General Billing Invoices that are sent on a regular basis
• Header records with general information about the invoice
• Detail records with line-specific information
7.9 General Billing – Bills
• 5 years of open and closed invoices
• General Ledger information so open invoices can be processed in Munis
7.10 Payroll
• Payroll Employee Master data including data such as name, address, SSN, legacy employee
ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code
and date, phone(s), e-address, marital status, gender, race, personnel status (such as full-
time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location,
plus primary group, job, location, and account information
7.11 Payroll - Deductions
• Employee Deductions - including employee ID, deduction codes, tax information, and direct
deposit information
7.12 Payroll – Accrual Balances
• Employee Accrual Balances including Vacation, Holiday, and other Leave balances
• Start of year balance, earned to date, used to date
7.13 Payroll – Accumulators
• YTD, QTD, MTD amounts for employee pay and deductions
• Needed for mid-calendar-year go-live
• May not be needed if converting earnings/deductions history
• Up to 5 years
7.14 Payroll – Check History
• Up to 5 years, additional years must be quoted. We convert amounts for earnings and
deductions in employee check history, check number and date.
7.15 Payroll – Earning/Deduction Hist.
• Up to 5 years, additional years must be quoted. Earning and deduction history broken down
my individual codes (earnings and deduction) and amounts per pay period, the detail of these
lines, sums the check history in opt 4.
Exhibit E
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7.16 Payroll – PM Action History
•A variety of Personnel actions, such as job or salary changes and dates these events occurred.
•Up to 5 years
7.17 Payroll – Position Control
•Position, description, status, job code, bargaining group, location, number of employees
allowed for each, FTE percentage, GL account, and max/min grade and step
7.18 Payroll – State Retirement Tables
•Specific state-required data, plus related service years information, when appropriate
•Needed for some states
7.19 Payroll – Certifications
•Certification area and certification type codes, certification number and effective date,
expiration date, and required-by date, codes for certification level and subjects
7.20 Payroll – Education
•Codes, for institution, type of degree, and area(s) of study
7.21 Utility Billing
•Account Master data including previous and current customer owner information- address
info, phone, fax, SSN number, FID number, account status, parcel number, location street,
apartment, city, state, zip, book number, read sequence, account start and end date, EFT
bank information
7.22 Utility Billing –Assessments
•Assessments are improvement costs that are spread across to property owner
•Utility Billing conversion option 4 (balance forward AR) must also be purchased in order to
convert assessments
7.23 Utility Billing –Backflow
•Account information, backflow device information, backflow type, and backflow violations
7.24 Utility Billing –Balance Forward AR
•Account balance forward information converted as total amount due. If the client’s business
practices require current due and past due bills this can be broken into three balance forward
bills(current balance due and up to two past due balance bills).These can be converted to one
Exhibit E
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balance forward charge code or separate balance forward charge codes, and converted to
the account/customer, if the client’s legacy data contains this information.
•If late penalties will be applied in Munis after the conversion, balance forward amounts must
be converted by charge code
7.25 Utility Billing –Budget Billing
•Converts information for budget average billing by account, customer and service. Legacy
data must include: calculated budget amount by service; number of periods remaining until
plan renews; budget plan balance/credit amount, broken out by service/customer; additional
amortized amount by service.
7.26 Utility Billing –Consumption History
•History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes
•Up to 5 years
7.27 Utility Billing –Flat Inventory/Containers
•Inventory for non-metered items tied to recurring service billing – flat rate is tied to inventory
item(s)/item type(s) (vs consumption/usage). Trash/recycling containers, dumpsters, roll off
containers, light poles, cable/internet equipment.
7.28 Utility Billing –Service Orders
•Service Orders data associated with accounts, including meter repairs, checks for leaky
meter, reread a meter due to high reading
7.29 Utility Billing –Services
•Current service codes, service status, type, factor, condo units, bill cycle codes, , current
deposits held on account including unpaid deposit amounts, winter usage, current meter(s)
associated with service, meter readings( current and previous), meter usage (current and
previous) and sales tax information.
Exhibit E
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8 EnerGov Definitions
8.1 “Template Business Transactions”
• A pre-defined and pre-configured EnerGov business process from EnerGov’s “Best
Management Template”.
• The following modifications to Template Business Transactions are considered within scope:
o Any changes to required inspections within the workflow o Any changes to the required plan reviews within the workflow o Adding up to 2 additional actions to the workflow
o Configuration of fees, allowing creation of up to 3 new fees to accommodate o Any changes to custom field layouts that are directly related to fees or included reports
• Customization/Configuration of any of these parameters beyond the scope listed above will
require the respective business process to be considered a “Unique Business Transaction”, as
described below.
Note: All transaction counts are quantified in the comments of the Investment Summary.
8.2 “Unique Business Transactions”
• Unique configuration of workflow or business process steps & actions, including output
actions
• Unique Fee configuration
• Unique Custom field configuration
8.3 “Geo-Rules”
• An automation event that references GIS data. Current geo-rule action types are:
Alert • Displays a pop-up with a custom message to the user, notifying them of
certain spatial data (i.e. noise abatement zones; flood zones; etc.).
Block • Places a block on the case and prevents any progress or updates from
occurring on the record (i.e. no status changes can be completed, no fees can
be paid, the workflow cannot be managed, etc.)
Block with
Override
• Places a block on the case and prevents any progress or updates from
occurring on the record (i.e. no status changes can be completed, no fees can
be paid, the workflow cannot be managed, etc.) However, the block can be
overridden by end-users who have been given the proper securities.
Exhibit E
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Fee Date •Populates the CPI vesting date on the record if vesting maps are used by the
jurisdiction.
Field
Mapping
•A custom field or any field inherent in the EnerGov application can
automatically populate with information based on spatial data.
Required
Action
•A workflow action can automatically populate in the workflow details for the
particular record (i.e. plan, permit, code case, etc.) that requires the action
based on certain spatial data related to the case.
Required
Step
•A workflow step can automatically populate in the workflow details for the
particular record (i.e. plan, permit, code case, etc.) that requires the step
based on certain spatial data related to the case.
Zone
Mapping
•The zone(s) automatically populate on the “Zones” tab of the record (i.e. plan,
permit, code case, etc.).
8.4 “Intelligent Objects (IO)”
•Key components for automatically and reactively triggering geo-rules, computing fees, and
generating emails, alerts and other notifications.
8.5 “Intelligent Automation Agents (IAA)”
•A tool designed to automate task in a proactive manner by setting values and generating
emails and other tasks. On a nightly basis, a Windows service sweeps the EnerGov system
looking for IAA tasks that need to be run, then the associated actions are performed. The IAA
does not generate alerts or errors. Custom SQL queries are not Tyler deliverables.
8.6 “EnerGov SDK/API (Toolkits)”
•API’s developed by Tyler Technologies for extending the EnerGov Framework and
functionality to external agencies and systems. Full documentation is available for each
toolkit upon request.
Note: The EnerGov toolkits and related documentation are simply tools that allow clients to
create applications and integrations. The purchase of a toolkit/API does not imply any
development related services from Tyler Technologies. The client is responsible for working with
their IT staff and VAR’s to develop any necessary applications and integrations except as
otherwise noted in the Investment Summary or for any “in-scope” integrations.
Exhibit E
64 / 66
9 Glossary
Word or Term Definition
Application A computer program designed to perform a group of coordinated
functions, tasks or activities for the benefit of the user.
Change Control A systematic approach for managing change governing how Change
Requests will be received, assessed and acted on.
Change Management An approach for ensuring that changes are thoroughly and smoothly
implemented and that the lasting benefits of change are achieved. The
focus is on the global impact of change with an intense focus on people
and how individuals and teams move from the current situation to the
new one.
Change Request A form used as part of the Change Control process whereby changes in
the Scope of work, timeline, resources, and/or budget are revised and
agreed upon by participating parties.
Consumables Items that are used on a recurring basis, usually by Peripherals.
Examples: paper stock or scanner cleaning kits.
Control Point Occurring at the end of each Stage, the Control Point serves as a formal
client review point. Project progress cannot continue until the client
acknowledges the agreed upon Deliverables of the Stage have been
met or agree on an action plan to make the Deliverable acceptable and
move to next Stage while executing final steps of current Stage.
Cutover The point when a client begins using Tyler software in production.
Data Exchange A term used to reference Imports and Exports, and Interfaces which
allow data to be exchanged between an external system and Tyler
software.
Data Mapping The process of mapping fields from the Legacy System to the
appropriate location in the new system from one or more sources.
Deliverable A tangible or intangible object/document produced as a result of the
Project that is intended to be delivered to a client (either internal or
external) or vendor at a specific time.
End User The person for whom the software is designed to use on a day-to-day
basis.
Forms A document which is typically printed on a template background and
only captures data for one record per page. Forms are provided to
entity customers whether internal (employees) or external (citizens).
Imports and Exports A process within the system that a user is expected to run to consume
(Import) or produce (Export) a specifically defined file format/layout.
Interface A real-time or automated exchange of data between two systems.
Exhibit E
65 / 66
Install References the initial installation of software files on client services and
preparing the software for use during configuration. The version
currently available for general release will always be used during the
initial install.
Legacy System The system from which a client is converting.
Modification Modification of software program package to provide individual client
requirements documented within the Scope of the Agreement.
Peripherals An auxiliary device that connects to and works with the computer in
some way. Examples: mouse, keyboard, scanner, external drive,
microphone, speaker, webcam, and digital camera.
Phase A portion of the Project in which specific set of related products are
typically implemented. Phases each have an independent start,
Production Cutover and closure dates but use the same
Implementation Plans as other Phases within the Project. Phases may
overlap or be sequential and may have the same Tyler project manager
and Tyler project team or different individuals assigned.
Power User An experienced client person or group who is (are) an expert(s) in the
client business processes, as well as knowledgeable in the requirements
and acceptance criteria.
Project The Project includes all implementation activity from Plan & Initiate to
Closure for all products, Applications and functionality included in a
single Agreement. The Project may be broken down into multiple
Phases.
Project Plan The Project Plan serves as the master blueprint for the Project. As
developed, the Project schedule will become a part of the Project Plan
and outline specific details regarding tasks included in the Project Plan.
Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client
project manager to discuss Scope, information needed for project
scheduling and resources.
Questionnaire A document containing a list of questions to be answered by the client
for the purpose of gathering information needed by Tyler to complete
the implementation.
RACI A chart describing level of participation by various roles in completing
tasks or Deliverables for a Project or process. Also known as a
responsibility assignment matrix (RAM) or linear responsibility chart
(LRC).
Reports Formatted to return information related to multiple records in a
structured format. Information is typically presented in both detail and
summary form for a user to consume.
Scope Products and services that are included in the Agreement.
Exhibit E
66 / 66
Software Upgrade References the act of updating software files to a newer software
release.
Stage The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project and requires acknowledgement before
continuing to the next Stage. Some tasks in the next Stage may begin
before the prior Stage is complete.
Stakeholder Presentation Representatives of the Tyler implementation team will meet with key
client representatives to present high level Project expectations and
outline how Tyler and the Client can successfully partner to create an
environment for a successful implementation.
Standard Included in the base software (out of the box) package.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement
defining Project -specific activities and Deliverables Tyler will provide to
the client.
Test Plan Describes the testing process. Includes “Test Cases” to guide the users
through the testing process. Test cases are meant to be a baseline for
core processes; the client is expected to supplement with client specific
scenarios and processes.
Validation (or to validate) The process of testing and approving that a specific Deliverable,
process, program or product is working as expected.
Work Breakdown
Structure (WBS)
A hierarchical representation of a Project or Phase broken down into
smaller, more manageable components.
Exhibit E
Exhibit F
1
Exhibit F
Modifications
Modification: Time of use electric billing.
• Delivery / Availability Date: July 2022 (Version 2022.2)
• Cost: $60,000.00
• Description: The City of Vernon has requested a modification to the MUNIS Utility Billing system
to enable Time of Use electric billing using one single Service/Rate on the Account. MUNIS UB
will be enhanced to allow for multiple Rate Tables to be defined for a single Rate Master. Using
a new “TOU code” field on the Rate Table screen each Rate Table will be assigned to a Time of
Use period. The TOU Codes will be new Miscellaneous codes (user definable) and will be used
to distinguish one TOU period from another; examples, “On-Peak” and “Off-Peak”. With these
codes the total On-Peak KWH usage (or KW read) and total Off-Peak KWH usage (or KW read)
can be collected/passed separately (per meter) from the meter reading system and be billed at
their corresponding rates. MUNIS UB will not store interval readings or calculate the total KWH
usage per TOU period, but instead will expect the total KWH (or KW) per TOU period per billing
period to be passed from the meter reading solution. In this case it will be Itron MVRS-90, for
which a new meter reading import file format will be created. Consumption units from each
channel on the meter will be stored in consumption history and printed on the bill statement,
along with the reading time, charge amount, and TOU code.
Modification: City of Vernon KVAR billing calculation.
• Delivery / Availability Date: July 2022 (Version 2022.2)
• Cost: $10,000.00
• Description: Additionally there will be a modification to match the City of Vernon KVAR billing
calculation. A new KVAR charge calculation that 1) divides KWH by KW to determine hours,
2)divides KVAR by hours to establish a KVAR max, and 3) bills the difference between the KVAR
max and 20% of peak KW against a rate. The modification will match the provided calculation.
Exhibit F
2
Exhibit G
1
Exhibit G
Annual Support and Hosting Statement of Work
In the event of a conflict between the terms of this Support tatement of Work and the Agreement, the
terms and conditions of this Support Statement of Work shall prevail. This Support Statement of Work
and the Agreement represents the complete agreement regarding the subject matter and replaces any
oral or written communications between the Client and Tyler.
I. Overview
As more particularly described in the Agreement, the DHD System Maintenance includes a non-
transferrable, limited, nonexclusive limited right to use the SaaS Services for named Client staff. This
includes:
• The use of the Client Production System in the offices,
• The use of the offline version of the System (“Field Client”),
• Software support, i.e. correction of System-generated errors and identified bugs in the approved
and implemented System functionality, and work stoppage issues created by these errors,
• Hosting of Client data and complete System application,
• Technical support to Client staff handled through Client and Tyler Maintenance Support team for
modules on the current production System.
• Software Support
A. Software Version Releases
1. Although there are no formal software version releases, the DHD system is periodically
updated to include system-wide improvements and features. As these updates are
completed, they are implemented to the live system at no additional charge to the Client.
2. Tyler will notify the Client of any software modifications and revisions. The notification
shall include, but may not be limited to, a statement describing the effect of including the
software change on the system, application programs, data files, workstation functions and
services, and personnel training recommendations.
B. Client Issue Tracker
The System includes the Client Issue Tracker module. The Client System Administrators (CSAs)
are able to enter issues, open tickets, and enter requests. CSAs can also monitor the progress of
the ticket as it moves through the system and are alerted when the issue is resolved. Each issue
is assigned a priority level and a status, so pending issues can be addressed in order from highest
priority to lowest as defined by Client and specified to Tyler staff.
Exhibit G
2
C. Bug/Error/Break Fixes
1. Bugs, errors, and breaks are defects in the product, that is, a deviation between the
functionality of the product and its actual performance. A bug fix is required to change the
code to repair the bug. Bug fixes could be associated with a single line of code or large
portions of code thus requiring more development time.
2. Critical Bugs are defined as problems that create a Client work stoppage, problems that
affect the Client’s ability to use the System as it was designed, problems that prevent the
Client from doing business, or problems that prevent the Client from submitting data to the
System.
a) If the Client reports an issue as a Critical Bug, Tyler staff will review and verify the
status. If the issue does not qualify as a Critical Bug as defined above, Tyler staff will
update the issue status, assign it to a Work Order, and notify Client.
3. Escalated Issues are defined as those issues that do not meet the qualifications of a Critical
System Bug but still need to be addressed and corrected as soon as possible, e.g. before all
other issues in Issue Tracker except Critical Bugs. Only Tyler staff is able to Escalate Issues.
The types of issues that can be elevated to an Escalated Issues status are:
a) Time-sensitive or urgent report requests that have a hard date and/or time
deadline, such as media requests or legislative reports,
b) Time-sensitive or urgent change requests that have a hard date and/or time
deadline, such as state-mandated changes regarding permit renewals, licensing, or billing.
Additional charges may apply to escalated change requests that fall outside the original
Scope of Work.
4. Critical Bugs and Escalated Issues receive top priority in the maintenance schedule. When
Critical Bugs and Escalated Issues are reported, they are verified by Tyler, acknowledged, and
typically resolved within twenty-four (24) hours. If a Critical Bug will take longer than twenty-
four (24) hours to correct, the Client will be notified of the proposed correction within twenty-
four (24) hours. If there are more than three (3) Escalated Issues in the Client System at one
time, a Work Order will be created containing only the Escalated Issues, and will be moved
into the development schedule as soon as possible. The estimated turnaround for Escalated
Issues is seven (7) business days.
5. A Work Order is defined as a list of issues, grouped by issue priority and system module,
created by Tyler staff and approved by the Client. Work Orders may contain up to twenty (20)
issues and must be approved by Client signature before added to the maintenance schedule.
Once a Work Order is complete, the Client will have 30 calendar days to review, test, and
accept the Work Order by Client signature, or reject the changes in writing, with detailed
documentation of the reasons for rejection. Once the Client accepts the Work Order, the
changes will be pushed to the Client Production System within two (2) business days. All items
within a Work Order will be pushed to production at one time, not piecemeal. The estimated
turnaround time for Work Orders is sixty (60) to ninety (90) business days.
Exhibit G
3
a) Once a Work Order is pushed to the production system and verified by Client, the
Client will sign a completion form, indicating acceptance of all the issues within the Work
Order. No additional Work Orders will be moved into development until the completion
form is signed.
D. State-Mandated Changes
1. During the course of this contract, the federal, state, or county laws, ordinances, policies,
or procedures may be changed or updated, and require the addition of fields to system
screens and/or format changes to printable forms, or a change in the format in which the data
is collected or output on a standard form directly relating to a module included in the Client
Production System. Tyler will accommodate up to one (1) form change and ten (10) field
changes per module annually. Further changes will be quoted on a case-by-case basis at the
standard rate of $200 per hour.
2. In the event that major functionality or report changes are required as the result as a law
or ordinance change, the upgrade may require additional funding and will be quoted on a
case-by-case basis at the standard rate of $200 per hour.
E. System Enhancements
1. System Enhancements are defined as change requests and feature requests, which affect
System appearance and/or functionality not included in the existing System functionality or
that fall outside the system Scope of Work and/or approved system documentation.
2. The Tyler Project Team on a case-by-case basis evaluates change requests. Each change
request will be reviewed against the original System scope of work and approved
specifications, and will be quoted to the Client at the standard per-hour development rate.
3. Feature requests are evaluated by the Tyler Project Team on a case-by-case basis. Each
request will be reviewed against the original scope of work and approved system
specifications, and will be quoted to the Client at the standard per-hour development rate.
4. All changes and enhancements to the system will be quoted to the client on a case-by-
case basis. No billable work will be performed until both parties sign a written agreement
that includes scope of work, project timeline, and approved payment milestones.
5. Changes and features are first implemented and tested on Tyler’s Development server.
After the change is approved internally, it is pushed to the Testing server. This server is the
Client’s testing environment, which is an exact replica of the production system. This testing
environment is standard in the system, and there is no extra fee for this feature. Once the
enhancements have been fully tested and approved by the Client, they are pushed to the
production system where they are immediately available to all users. There is no downtime
for any user, and no extra software installations are necessary.
6. Change and feature requests will be addressed in ninety (90) to one hundred and twenty
(120) working days, depending on type of request, complexity, and current development
schedule.
Exhibit G
4
F. Priorities
The Priority field helps define an issue’s importance to the Client and is used to determine delivery
dates. The options are: Very High, High, Medium, Low, and Very Low.
1. The “Very High” status is reserved for Work Stoppage bugs only. The status of a Work
Stoppage is strictly reserved for bugs that are preventing use of the system. Work Stoppage
Bugs are corrected within 24 hours unless otherwise notified by the Tyler Maintenance Team.
2. In the event of a major issue that impacts production, procedures are in place to allow
immediate attention to focus on that item whether it requires programming resources or
other Tyler staff participation.
3. All escalation is handled through Tyler technical support. Depending on the type of issue,
the system may escalate an item to one department or another (for example, Database
Administration, Project Management, or Development). Any time an issue is escalated to
senior technical staff the Client will receive an estimated correction time and a reason for the
escalation to senior tech staff.
G. Project Procedures
Each deliverable document or Work Order will be approved in accordance with the following
procedure:
1. One printed draft of the deliverable document is submitted to the Client Project Manager,
with a deliverable acceptance document including an approval signature page. It is the Client
Project Manager’s responsibility to make and distribute additional copies to the other
reviewers.
2. Within five (5) business days the Client Project Manager will either approve the
deliverable or provide the Tyler Project Team written documentation of the discrepancies.
3. The Tyler Project Manager will resubmit, in electronic form, the final version of the
deliverable document to the Client Project Manager for approval. The Client Project Manager
will provide final written approval within five (5) working days.
4. Reasonable delays in this approval process will be considered and allowed if agreed by
the Tyler and the Client Project Manager.
H. Escalation Procedure
When a conflict arises between Client and Tyler, the project team member(s) will first strive to
resolve the problem internally. The following procedure will be followed if resolution is required
to a conflict arising during the performance of this SOW:
1. Level 1: If the project team cannot resolve the conflict within five (5) working days, the
Client Project Manager and Tyler Project Manager will meet to resolve the issue.
Exhibit G
5
2. Level 2: If the conflict is not resolved within five (5) working days after being escalated to
Level 1, the Client Project Sponsor will meet with the Tyler Project Executive and Project
Manager to resolve the issue.
3. Level 3: If the conflict remains unresolved after Level 2 intervention, resolution will be
addressed in accordance with the Project Change Control Procedures or termination of this
SOW, the Hosting SOW, and contract under the terms of the Agreement.
4. During any conflict resolution, Tyler agrees to provide services relating to items not in
dispute, to the extent practicable pending resolution of the conflict.
I. Rate for Additional Work
1. Changes to the system appearance and functionality will be quoted on a case-by-case
basis at a rate of $200 per hour. This price covers all project management and development
staff time. Travel and other expenses are not included in the per-hour price and may be
quoted separately as necessary. No billable work or travel will be performed until both
parties sign a written agreement that includes scope of work, project timeline, and approved
payment milestones.
II. System Hosting
System Hosting includes hardware support and maintenance for all Tyler-controlled equipment involved
in hosting the Client’s system, data and application storage, data and application backups, and disaster
recovery.
A. Connectivity
The DHD system is accessed through an Internet browser and an Internet connection. No
additional Client connectivity is required to access the full functionality of the production DHD
system.
B. Data Storage
The data storage subsystem is configured with 9 terabytes of storage and can be expanded at any
time if necessary for the term of the contract.
C. Backups
The System is 100% web-browser based and is hosted on servers that Tyler maintains. Tyler is
responsible for backups, security administrations, and problem resolutions. Tyler will run nightly
backups of all data. The following backups are performed:
1. Nightly differentials,
2. Weekly move backup,
3. Monthly backup rotation.
Exhibit G
6
D. Disaster Recovery
In the event that data recovery is necessary following a disaster that would render data in the
primary database unrecoverable, Tyler would look first to the most recent incremental backup of
data and attempt to restore. In the event that both the primary database and the incremental
backup experienced a catastrophic failure, Tyler would restore from the nightly incremental
backup. In the event that all three of these data sources were unavailable or had catastrophic
failures, Tyler would retrieve the most recent daily or weekly backup from the long-term backup
storage and restore. An exception to this process would be if data were available from another
backup source maintained at the Client site – at that point, if the client felt their copy was the
most up-to-date, Tyler would restore data from the copy the Client deemed appropriate.
E. Hardware Support
Hardware is defined as the processor(s), RAM, hard disk(s), motherboard, NIC card, and other
related components included in the Tyler server assigned to the Client System. All hardware
components directly relating to the Client System will function properly and any failed component
will be replaced immediately at no additional Client cost. The replacement process will begin
when the cause of the problem has been determined. Hardware replacement is guaranteed to
take no more than four (4) hours.
F. Network Availability
Network uptime occurs when the functionality of all Tyler network infrastructure including
cabling, switches, and routers, is operating as designed. Network downtime occurs if the Tyler
servers are unable to transmit and/or receive data, and if the Client opens a service ticket for the
incident in the System ticket-tracking module. Network downtime is measured from the time the
Client ticket is opened to the time the issues is resolved and the Tyler network comes back online.
The Tyler network will be available 99.9% of the time, excluding scheduled maintenance or
upgrades approved by both Client and Tyler.
G. Infrastructure Guarantee
Critical systems include all power and HVAC infrastructure, UPS equipment, and cabling. Power
supplies of individual servers are not included (see below for Hardware Guarantee). Critical
systems downtime occurs when a Tyler server assigned to Client System is shut down because of
power or heat problems, and if the Client opens a service ticket for the incident in the Client
System ticket tracking module. Critical system downtime is measured from the time the Client
ticket is opened to the time the issue is resolved and the Tyler server comes back online. Tyler
critical systems, including power and HVAC, are available 99.9% of the time, excluding scheduled
maintenance periods.
H. Maintenance and escalation (scheduled and unscheduled)
1. Tyler will notify Client at least 48 hours in advance of any scheduled network downtime
for System maintenance and service.
Exhibit G
7
2. In the event of an unscheduled outage, Tyler will immediately notify the Client contact,
informing them of the outage and its estimated length. Should the outage last more than
four hours Tyler will provide an update to Client every four hours as to the system status.
3. All updates and notifications will be delivered via email to the Client contact.
I. Remedies
1. Should a Tyler outage occur that results in Client system unavailability in excess of the
guaranteed uptimes, Tyler will credit Client 5% of the monthly SaaS fee for every 5% of
downtime with 95% as the first credit threshold. Credits will be applied toward future SaaS
payments.
J. Exceptions
1. Delinquent customers may not take advantage of our uptime guarantee. Client must
request all credits in writing within three (3) calendar days of the reported downtime, and the
downtime must be from a single occurrence.
III. Customer Support
A. On-line Support: System includes online text based help down to the field level. Users can
hover the mouse over a field and popup text help for that field will appear.
B. Telephone Support: Telephone support for Client System Administrators between the
hours of 8:00 AM and 6:00 PM EST. There is a 24-hour emergency support line available for Client
System Administrators, but not general staff. General staff issues should be first directed to the
Client District System Administrator to determine that the issue does not pertain to Client policy.
If the issue is a legitimate system use issue and the Client District System Administrator is unable
to assist the user, the Client District System Administrator may call the Support line to receive
additional assistance from a Tyler staff member.
C. Virtual Support: Tyler technical staff can remote in to the application so that they can see
the exact screen that an employee is on at any time. This allows them the ability to assist as if
they were sitting next to the employee. The Client has to allow access to the system through the
Client firewall.
D. User Manual: Electronic user manual documentation is configured to reflect the custom
features of Client’s specific version on the application.
IV. Roles and Responsibilities
Role Responsibilities
Application Support (Table
Maintenance)
The Client will be responsible for making some table changes to
the system using Tyler-developed tools through the DHD system.
The Client will also be responsible for using Issue Tracker to
request changes to the system that are not available to them
Exhibit G
8
Role Responsibilities
through the system. Tyler is responsible for fully supporting the
application.
Communication The Client is responsible for appointing a System Administrator
who can verify and enter Issue Tracker items, set up users, etc.
This position requires no special software or hardware knowledge
and does not require a major time investment. Tyler is responsible
for notifying the client of scheduled outings, updates on system
changes, etc. Both the Client and Tyler are responsible for
communication about the DHD system.
Connection The Client is responsible for monitoring and ensuring that the
internet connection is working properly.
Hardware Maintenance The Client is responsible for all hardware purchased, installed, and
used by the Client. Tyler is responsible for application and server
hardware and peripheral equipment pertaining to those servers.
Information Services
Technical
The Client is responsible for maintaining Client’s own technical
staff as it relates to the Client’s existing infrastructure. Tyler will
be responsible for everything that applies to the production
system, data storage, and application and server hardware.
Network Support The Client is responsible for maintaining their own network
system so that users are able to access the Internet and a web
browser. Tyler is responsible for all network support to application
and data servers.
Security Monitoring The Client is responsible for monitoring Internet security and any
other security measures already in place. Additionally, the Client
will be responsible for maintaining the integrity of the internal
user security (permissions, passwords, etc.). Tyler is responsible
for monitoring security at the data and application server level.
Software Updates Tyler is responsible for all software updates on the application.
The Client is responsible for other applicable software updates on
the Client’s hardware (operating systems, Internet browser, etc.).
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