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20230815 City Council Agenda PacketRegular City Council Meeting Agenda August 15, 2023 Page 1 of 5 Agenda City of Vernon Regular City Council Meeting Tuesday, August 15, 2023, 9:00 AM City Hall, Council Chamber 4305 Santa Fe Avenue, Vernon, California Crystal Larios, Mayor Judith Merlo, Mayor Pro Tem Melissa Ybarra, Council Member Leticia Lopez, Council Member Jesus Rivera, Council Member The public is encouraged to view the agenda and meeting through CityofVernon.org/public meetings. You may address the Council in the Council Chambers, via mail or email to PublicComment@cityofvernon.org, include the meeting date and item number in the subject line (mail and/or email must be received at least two hours prior to the start of the meeting). CALL TO ORDER FLAG SALUTE ROLL CALL APPROVAL OF 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. Proclamation Recognizing - Oscar E. Zozaya Recommendation: No action required by City Council. This is a presentation only. 2. Employee Service Pin Awards Recommendation: Recognize July 2023 Employee Service Pin Award recipients. Regular City Council Meeting Agenda August 15, 2023 Page 2 of 5 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. 3. Meeting Minutes Recommendation: Approve the August 1, 2023 Regular City Council Meeting Minutes. 4. Claims Against the City Recommendation: Receive and file the claims submitted by Joel Aguilar in the amount of $756.01; and Aiman- Smith & Marcy on behalf of Cari McCormick, for an undetermined amount. 5. Operating Account Warrant Register Recommendation: Approve Operating Account Warrant Register No. 114, for the period of July 9 through July 22, 2023, totaling $10,676,759.21 and consisting of ratification of electronic payments totaling $9,803,961.15 and ratification of the issuance of early checks totaling $872,798.06. 6. City Payroll Warrant Register Recommendation: Approve City Payroll Warrant Register No. 806, for the period of July 1 through July 31, 2023, totaling $2,806,436 and consisting of ratification of direct deposits, checks and taxes totaling $1,817,583.16 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $988,852.84 paid through operating bank account. 7. Fire Department Activity Report Recommendation: Receive and file the June 2023 Fire Department Activity Report. 8. Police Department Activity Report Recommendation: Receive and file the June 2023 Police Department Activity Report. 9. Federal Equitable Sharing Agreement and Annual Certification Report Recommendation: Approve and authorize the Police Chief and City Administrator to execute the Federal Equitable Sharing Agreement and Annual Certification Report. 10. Grant Deed Dedication in Fee a Portion of the Property Located at 3165 Slauson Avenue Recommendation: A. Find that accepting the Grant Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-17 accepting the Grant Deed of a portion of the property located at 3165 Slauson Avenue – Assessor’s Parcel Number 6310-007-012. Regular City Council Meeting Agenda August 15, 2023 Page 3 of 5 11. Quitclaim Deed for Property Located at 5122 S. Atlantic Boulevard from Clear Channel Outdoor, LLC Recommendation: A. Find that accepting the Quitclaim Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Quitclaim Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-18 accepting the Quitclaim Deed for the property located at 5122 S. Atlantic Boulevard – Assessor’s Parcel Number 6314-003-001. 12. Services Agreements with A.M. Ortega Construction, Inc. and Energy Experts International, Inc. for Natural Gas Project Design, Construction and Repair Services 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 contracted services consist of the maintenance, repair or minor alteration of existing facilities and equipment and involve negligible or no expansion of an existing use; and B. Approve and authorize the City Administrator to execute two separate three-year Services Agreements for Natural Gas Project Design, Construction and Repair Services for which a combined amount of costs incurred shall not-to-exceed $690,000 over the term of the agreements, with: 1). A.M. Ortega Construction, Inc., in substantially the same form as submitted for a total amount not-to-exceed $690,000, for a three-year term; and 2). Energy Experts International, Inc., in substantially the same form as submitted, for a total amount not-to-exceed $690,000, for a three-year term. 13. Itron, Inc. Master Sales Agreement for Utility Meter Services Recommendation: Approve and authorize the City Administrator to execute a Master Sales Agreement with Itron Inc., in substantially the same form as submitted, for hardware, software, and maintenance services for utility service meters for a total amount not-to-exceed $148,770 for a three-year term. 14. Services Agreement with Jemmott Rollins Group, Inc for Vernon CommUNITY Fund Administrative Support Recommendation: Approve and authorize the City Administrator to execute a Professional Services Agreement with Jemmott Rollins Group, Inc., in substantially the same form as submitted, for administrative support services for Vernon CommUNITY Fund grantmaking activities for a total amount not-to-exceed $198,000, for a three-year term ($66,000 annually). 15. Master Affiliation Services Agreement with Wellness and Equity Alliance (WEA) for Public Health Services Recommendation: A. Pursuant to Vernon Municipal Code (VMC) Sections 3.32.110 (B)(2) and (B)(3), find that it is in the best interest of the City to award a services agreement directly to WEA without a competitive process; and B. Authorize the City Administrator to execute the Master Affiliation Services Agreement with WEA, in substantially the same form as submitted, for public health services for a total amount not-to-exceed $567,000, for a one-year term. Regular City Council Meeting Agenda August 15, 2023 Page 4 of 5 NEW BUSINESS 16. Vernon Public Utilities Electric Cost of Service Analysis and Updated Energy Cost Adjustment Billing Factor Recommendation: Adopt Resolution No. 2023-19 to update and implement an Energy Cost Adjustment Billing Factor procedure and computation method which establishes an Energy Cost Adjustment to be billed under all electrical rate schedules for energy transmitted, distributed, and supplied to the City of Vernon electric customers. ORAL REPORTS 17. City Administrator Reports on Activities and Other Announcements 18. Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff CLOSED SESSION 19. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Government Code Section 54957(b)(1) Title: City Attorney CLOSED SESSION REPORT ADJOURNMENT On August 10, 2023, 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. Regular City Council Meeting Agenda August 15, 2023 Page 5 of 5 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@cityofvernon.org 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 Report Meeting Date:August 15, 2023 From:Michael Earl, Director of Human Resources Department:Human Resources Submitted by:Lisette Grizzelle, Senior Human Resources Analyst Subject Proclamation Recognizing - Oscar E. Zozaya Recommendation No action required by City Council. This is a presentation only. Background Historically, the City has issued proclamations in honor of retired City Employees. Oscar E. Zozaya retired on August 9, 2023 from the City of Vernon, after providing over 22 years of service to the City. Oscar Zozaya was hired as a Police Officer, effective April 22, 2001. Officer Zozaya held various assignments as a sworn Officer such as: Field Training Officer, Detective, Mobile Field Force Officer, Bike Patrol Officer, K9 Handler, and Honor Guard Officer. During his career he was recognized with several awards among them the 10851-Grand Theft Auto Award, Safe Driving Award, Mothers Against Drunk Driving Award, Outstanding Innovation Award, Educational Achievement Award, Citizen’s Appreciation Award, Mobile Field Force Award, and Honor Guard Award. Throughout his career, Officer Zozaya earned the Basic, Intermediate, and Advanced Peace Officer Standards and Training certifications. Additionally, Officer Zozaya completed over 3,181 hours of training in the areas of Evidence Collection, Narcotics Investigations, Canine Handler, Behavioral Analysis Training Institute, Mental Health Decision Making, Tactical Firearms, Covert & Entry Crisis, Defensive Tactics, Weapons of Mass Destruction, Pursuit Driving, Tactical Communications, Advanced Firearms and Rifle Training, First Aid, 1st Responder Rapid Deployment, Human Trafficking, K9 Handler for Apprehension and Narcotics Detection. During his distinguished career with the City of Vernon, Officer Zozaya earned the deepest respect of his colleagues through his dedication, contributions, and commitment to the Vernon Police Department and Community. Officer Zozaya was an exemplary employee and will truly be missed. Oscar E. Zozaya was hired on April 22, 2001, and meets the eligibility requirements under CalPERS to retire from the City effective August 9, 2023. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Proclamation – Oscar E. Zozaya .. .. Item 1 Page 1 of 2 / / ♦~ C~AL I F~I~N~~► A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNOIV COMMENDING OSCAR E. ZOZAYA FOR HIS MANY YEARS OF SERVICE TO THE CITY OF VERNON WHEREAS, Oscar E. Zozaya, (Officer Zozaya) was a dedicated employee of the City of Vernon for more than 22 years and faithfully served as a Police Officer since he was hired on April 22, 2001; and WHEREAS, Officer Zozaya retired from the City of Vernon effective August 9, 2023; and WHEREAS, Officer Zozaya held various assignments as a sworn Officer such as: Field Training Officer, Detective, Mobile Field Force Officer, Bike Patrol Officer, K9 Handler, and Honor Guard Officer; and WHEREAS, during his career, Officer Zozaya was recognized with several awards including the 10851-Grand Theff Auto Award, Safe Driving Award, Mothers Against Drunk Driving Award, Outstanding Innovation Award, Educational Achievement Award, Citizen's Appreciation Award, Mobile Field Force Award, and Honor Guard Award; and WHEREAS, Officer Zozaya earned the Basic, Intermediate, and Advanced Peace Officer Standards and Training certifications, and completed over 3,181 hours of training in the areas of: Evidence Collection, Narcotics Investigations, Canine Handler, Behavioral Analysis Training Institute, Mental Health Decision Making, Tactical Firearms, Covert &Entry Crisis, Defensive Tactics, Weapons of Mass Destruction, Pursuit Driving, Tactical Communications, Advanced Firearms and Rifle Training, First Aid, 1st Responder Rapid Deployment, Human Trafficking, K9 Handler for Apprehension and Narcotics Detection; and WHEREAS, during his long and distinguished career with the City of Vernon, Officer Zozaya has won the deepest respect of his colleagues through his dedication, contributions, and commitment to the Vernon Police Department and Community. Officer Zozaya is an exemplary employee and will truly be missed; and WHEREAS, it is an honor to express our appreciation to Officer Zozaya for his commendable service to the City of Vernon and wish Oscar good health upon his retirement and for continued success in life's pursuits. NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMEND AND THANK OSCAR E. ZOZAYA FOR HIS YEARS OF SERVICE TO THE CITY. THIS PROCLAMATION IS BEING PRESENTED TO OSCAR E. ZOZAYA BY THE HONORABLE MAYOR CRYSTAL LARIOS FOR AND ON BEHALF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 15th DAY OF AUGUST TWO THOUSAND AND TWENTY-THREE, .. .. Item 1 Page 2 of 2 City Council Agenda Report Meeting Date:August 15, 2023 From:Michael Earl, Director of Human Resources Department:Human Resources Submitted by:Veronica Avendano, Human Resources Specialist Subject Employee Service Pin Awards Recommendation Recognize July 2023 Employee Service Pin Award recipients. Background The following employees are eligible to receive their service pin based on the number of service years with the City of Vernon: FIFTEEN YEARS OF SERVICE Ivette Alfaro, Police Dispatcher, Hired July 2008 Brian Linnert, Water Maintenance Worker, Senior, Hired July 2008 Hilda Moreno, Utilities Customer Service Representative, Hired July 2008 FIVE YEARS OF SERVICE Jerry Alvarado, Street Maintenance Worker, Senior, Hired July 2018 Fiscal Impact There is no fiscal impact associated with this report. Attachments None. .. .. Item 2 Page 1 of 1 City Council Agenda Report Meeting Date:August 15, 2023 From:Lisa Pope, City Clerk Department:City Clerk Submitted by:Sandra Dolson, Administrative Secretary Subject Meeting Minutes Recommendation Approve the August 1, 2023 Regular City Council Meeting Minutes. Background Staff has prepared and submits the minutes for approval. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. August 1, 2023 Regular City Council Meeting Minutes .. .. Item 3 Page 1 of 5 MINUTES VERNON CITY COUNCIL REGULAR MEETING TUESDAY, AUGUST 1, 2023 COUNCIL CHAMBER, 4305 SANTA FE AVENUE CALL TO ORDER Mayor Larios called the meeting to order at 9:00 a.m. FLAG SALUTE Mayor Larios led the Flag Salute. ROLL CALL PRESENT: Crystal Larios, Mayor Judith Merlo, Mayor Pro Tem Melissa Ybarra, Council Member Jesus Rivera, Council Member ABSENT: Leticia Lopez, Council Member STAFF PRESENT: Carlos Fandino, City Administrator Zaynah Moussa, City Attorney Lisa Pope, City Clerk Scott Williams, Finance Director Veronica Petrosyan, Deputy Director of Health and Environmental Control Michael Earl, Human Resources Director Nicholas Perez, Police Lieutenant Dan Wall, Public Works Director Margie Otto, Public Utilities Assistant General Manager APPROVAL OF THE AGENDA MOTION Council Member Ybarra moved and Mayor Pro Tem Merlo seconded a motion to approve the agenda. The question was called and the motion carried 4-0, Council Member Lopez absent. PUBLIC COMMENT None. .. .. Item 3 Page 2 of 5 Regular City Council Meeting Minutes Page 2 of 4 August 1, 2023 PRESENTATIONS 1. City Administrator Report City Administrator Fandino provided information on various topics including New Business Welcome, Business Spotlight, Vernon’s First Electric Vehicle Charging Station, the Southern California Public Power Authority Annual Tour, Vernon’s Gateway Arch, Former Vernon Police Officer Visit, Economic Development Webpage Redesign, Business Networking and Community Events. CONSENT CALENDAR MOTION Council Member Ybarra moved and Mayor Pro Tem Merlo seconded a motion to approve the Consent Calendar. The question was called and the motion carried 4- 0, Council Member Lopez absent. The Consent Calendar consisted of the following items: 2. Meeting Minutes Recommendation: Approve the July 18, 2023 Regular City Council Meeting Minutes. 3. Operating Account Warrant Register Recommendation: Approve Operating Account Warrant Register No. 113, for the period of June 25 through July 8, 2023, totaling $3,162,216.17 and consisting of ratification of electronic payments totaling $2,343,357.83 and ratification of the issuance of early checks totaling $818,858.34. 4. Redevelopment Agency Obligation Retirement Account Warrant Register Recommendation: Approve Redevelopment Agency Obligation Retirement Account Warrant Register No. 66, for the period of July 17, 2022 through July 8, 2023 and consisting of ratification of electronic payments totaling $5,000. 5. Quarterly Report of Cash and Investments Recommendation: Receive and file the Cash and Investments Report for the quarter ended June 30, 2023. 6. Helping Hands Society of Los Angeles Fee Waiver Recommendation: A. Find that granting a fee waiver for Helping Hands Society of Los Angeles (Helping Hands) is an appropriate use of public funds because Helping Hands is a local 501(c)(3) non-profit organization and the funds will support activities that are charitable and provide a substantial benefit to the public; B. Waive annual Public Health Permit, Hazmat, Occupancy Permit, and Business License fees for Helping Hands for Fiscal Year 2023-24 and subsequent years; and C. Waive a one-time permit fee in the amount of $801.33 for the installation of warehouse storage racks at the Helping Hands facility. 7. Change Order No. 1 with Bear Electrical Solutions, Inc., Contract No.CS- 1303: Citywide Traffic Signal Maintenance and Repair Recommendation: A. Find that approval of the proposed action is categorically exempt under the California Environments Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301, Existing Facilities, Class 1, maintenance, .. .. Item 3 Page 3 of 5 Regular City Council Meeting Minutes Page 3 of 4 August 1, 2023 because this project only consists of maintenance and repair of the City’s traffic signals and involves negligible or no expansion of an existing use; and B. Approve and authorize the City Administrator to execute Change Order No. 1 for Contract No. CS-1303 with Bear Electrical Solutions, Inc. for a total amount not-to-exceed $215,000 for traffic signal maintenance and emergency repairs. 8. Notice of Completion for Contract No. CS-1456 Citywide Tree Wells Recommendation: A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) because it is an administrative procedure and 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; B. Accept the work of FS Contractors, Inc. as related to City Contract No. CS-1456; and C. Authorize the Director of Public Works to execute and submit the Notice of Completion for the project to the Los Angeles County Recorder’s Office. 9. Professional Services Agreement with All City Management Services for Crossing Guard Services Recommendation: Approve and authorize the City Administrator to execute a Professional Services Agreement with All City Management Services, in substantially the same form as submitted, for crossing guard services, for a total amount not-to-exceed $165,014, for a three-year term. 10. Amendment No. 1 to the Professional Services Agreement with SDI Presence LLC Recommendation: Approve and authorize the City Administrator to execute Amendment No. 1 to the Professional Services Agreement with SDI Presence LLC, in substantially the same form as submitted, for project management services for a total not-to-exceed $224,437.50, for an additional term of one year and four months. NEW BUSINESS 11. Mixed Use Industrial Zoning Along Santa Fe Avenue Council Member Ybarra recused herself due to a conflict with her property and left the dais at 9:15 a.m. Public Works Director Wall presented the staff report. Marisa Olguin, President of the Vernon Chamber of Commerce, indicated support for the proposed ordinance. MOTION Council Member Rivera moved and Mayor Pro Tem Merlo seconded a motion to adopt Ordinance No. 1293 adding and amending various chapters in Title 17 – Zoning of the Vernon Municipal Code to allow Mixed Use Industrial Zoning along Santa Fe Avenue. The question was called and the motion carried 3-0, Council Members Lopez and Ybarra absent. .. .. Item 3 Page 4 of 5 Regular City Council Meeting Minutes Page 4 of 4 August 1, 2023 Council Member Ybarra returned to the dais at 9:21 a.m. ORAL REPORTS 12. City Administrator Reports on Activities and other Announcements. City Administrator Fandino announced the LAUSD Superintendent’s Opening of Schools Address on August 4, 2023, at 9 am, at the Music Center’s Walt Disney Concert Hall and Maywood/Vernon Stargazing Community Event on August 7, at 7:00 p.m. at Maywood City Hall. 13. City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff. None. ADJOURNMENT Mayor Larios adjourned the meeting at 9:22 a.m. ______________________________ CRYSTAL LARIOS, Mayor ATTEST: ____________________________ LISA POPE, City Clerk (seal) .. .. Item 3 Page 5 of 5 City Council Agenda Report Meeting Date:August 15, 2023 From:Lisa Pope, City Clerk Department:City Clerk Submitted by:Yonnie Parker, Deputy City Clerk Subject Claims Against the City Recommendation Receive and file the claims submitted by Joel Aguilar in the amount of $756.01; and Aiman-Smith & Marcy on behalf of Cari McCormick, for an undetermined amount. Background The City received the following claims: Date Received Name of Claimant Amount Demanded July 19, 2023 Joel Aguilar $756.01 July 19, 2023 Cari McCormick Undetermined Pursuant to Municipal Code Section 2.32.040, the above information is listed on the City Council agenda as soon after filing of the claims with the City as practical. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. July 19, 2023 Joel Aguilar Claim 2. July 19, 2023 Cari McCormick Claim .. .. Item 4 Page 1 of 65 i 1~~~"~~~~~T(C~~~ 1. Cl~irn,~ fc~r d~a~h, i~j~.~fz! to p~,rsor~ ar ~o ~~rso:~~I ~ro~zerty r~~u>~ ~g f31~c~ riot i4 ~cr th~:~~3 a3i; {~7} iYlOi'i'~~15 ~'ffSf' $~"1~ OC;c~~rre~~~~. {Gc~v. Cc~~~ ~~:c. ~1 '1 ~} ~ 2. Cf~imy ft~r ~~ma~es to reel prc~~~;~~ty rn~~st b~ f~l~~ nc~~ I[~t~r tht~~ r~~~ {~l) y~~ar~ 1 a~t~r t~~e oc.c~~rr~r7c~;. (Gnv. 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Item 4 Page 8 of 65 <; Order Details L March 5, 2023 Order Total: $306.58 Online -Store Pickup Order #11992965651 Total: $306.58 12 items Picked Up 200 W Manchester OPEN Until Midnight ~"-~' View Receipt Barcode > 2016 Honda Accord Touring 3.5L FI SOHC 6cyl KYB Excel-G Strut Assembly 3340123 Part #3340123 5139 99 QTY: 1 WARNING: Cancer and Reproductive Harm www.P65Warnin~s.ca.gov Write A Review ~-~ KYB Excel-G Strut Assembly 3340124 Part #3340124 •. 5139 99 QTY:1 ~ ~ 0 ~ ~ Home Shop Store Vehicle Account .. .. Item 4 Page 9 of 65 Order Details March 5, 2023 o a KYB Excel-G Strut Assembly 3340124 Part #3340124 $39 99 QTY: 1 UJARNING: Cancer and Reproductive Harm www.P66Warnings.ca.gov Write AReview --~ Payment Information Billing Address JOEL AGUILAR v►SA **'~* **** **** Order Summary Items) Subtotal Shipping Taxes Total $279.98 FREE $26.60 $306 58 ~ Feedback 1~ ~ 0 ~ Home Shop Store Vehicle Account .. .. Item 4 Page 10 of 65 acea on pan lb, Ship to: Joel Aguilar Shipping method: UPS -UPS Ground tE~m Joel Aguilar Payment method: Bolt Pay Bolt Pay Credit Card VISA Type Credit Card xxxx- Number PO Number Subtotal New 19" x 8" Replacement $215.97 - - ` 1 Wheel for Honda Accord Sport 2016 2017 Rim 64083 $215.97~Qty:1 ~ ALY64083U45N Subtotal $215.97 Shipping F~? Handling Tax $22.14 Grand $238.11 Total .. .. Item 4 Page 11 of 65 >~-_::, ;~ __, .. .. Item 4 Page 12 of 65 `\ .. .. Item 4 Page 13 of 65 .. .. Item 4 Page 14 of 65 ATMAN-SMtTH.t,MARCY PROF Esstol.lAL co RPoRArtoN (.\ Jtne 28,2023 To Whom It May Concem: My firm represents Cari McCormick. Enclosed you will find an administrative charge, with exhibits, filed by Ms McCormick with the California Civil Rights Department, naming as respondents the Califomia Public Employees' Retirement System, Lake County, and the State of California. As the charge explains, Ms McCormick's claims concern how certain pension benefits are calculated and paid through CaIPERS. Those claims are brought on behalf of a putative class of California public employees ("Plaintiff C1ass"). Those claims are brought against a putative class of Califomia public entity employers who employed one or more members of the proposed plaintiff class ("Defendant Class"). Ms McCormick will propose that the State of California, as represented by the California Attorney General's Office, serve as class representative for the proposed Defendant Class. We have reason to believe your public entity may have employed one or more members of the proposed Plaintiff Class, because your public entity contracts to pay pension benefits through CaIPERS. For that reason, we are serving Ms McCormick's FEIIA charge on your public entity pursuant to Government Code section 12962(b).In addition, to the extent the government claim presentation requirements may apply, we hereby present the enclosed charge as a government claim. For more information, please see the enclosed charge. Regards, 1l Y,i f, .:"Y",.1.T &M A R c Y /s/ Brent A. Robinson Counsel for Plaintiff Cari McCormick bar@asmlawyers.com Enclosures 7677 OAKPORT ST. SUrTE 1r5O i OAKLAr.,tO, CA 94621 | ASMLA\ryYERS.COM JT 5lO.8l7.27lr i F 51O.s62.683O 1920n CIIYATIORNEY DEPI JUL .. .. Item 4 Page 15 of 65 STATE OF CALIFORNIA I Business, Consumer Seryices and Houslng Agency GAVIN NEWSOI\,i, GOVERNOR Civil Rights Department 2218 Kausen Drive, Suite 100 | EIk Grove I CA | 95758 800-884-1 684 (volce) | 800-700-2320 (TTY) | California's Relay Service at 71 1 calcivilrights.ca.gov I contact center@calcivilrights ca gov KEVIN KISH, DIRECTOR June 8,2023 Brent Robinson Aiman-Smith & Marcy ,7677 Oakporl Street, Suite 1 150 Oakland, California 94621 RE: Notice to Complainant's Attorney CRD Matter Number: 202306-20925508 Right to Sue: McCormick / California Public Employees' Retirement System et al. Dear Brent Robinson: Attached is a copy of your complaint of discrimination filed with the Civil Rights Department (CRD) pursuant to the California Fair Employment and Housing Act, Government Code section 12900 et seq. Also attached is a copy of your Notice of Case Closure and Right to Sue. Pursuant to Government Code section 12962, CRD will not serve these documents on the employer. You must serve the complaint separately, to all named respondents. Please refer to the attached Notice of Case Closure and Right to Sue for information regarding filing a private lawsuit in the State of California. A courlesy "Notice of Filing of Discrimination Complaint" is attached for your convenience, Be advised that the CRD does not review or edit the complaint form to ensure that it meets procedural or statutory requirements. Sincerely, Civil Rights Department CRD - ENF 80 RS (Revised 02/23) .. .. Item 4 Page 16 of 65 STATE OF CALIFORNIA I Business, Consumer Services and Housing Aqency GAVIN NEWSOM, GOVERNOR Civil Rights Department 2218 Kausen Drive, Suite 100 | Elk crove I CA I 95758 800-884-1684 (voice) | 800-70G2320 (TTY) | California's Relay Service at 711 calcivilrights.ca.gov I contact center@calcivilrights ca gov KEVIN XISH, DIRECTOR June 8, 2023 RE: Notice of Filing of Discrimination Complaint CRD Matter Number: 202306-20925508 Right to Sue: McCormick / California Public Employees' Retirement System et al. To All Respondent(s): Enclosed is a copy of a complaint of discrimination that has been filed with the Civil Rights Depaftment (CRD) in accordance with Government Code section 12960. This constitutes service of the complaint pursuant to Government Code section 12962.The complainant has requested an authorization to file a lawsuit. A copy of the Notice of Case Closure and Right to Sue is enclosed for your records. Please refer to the attached complaint for a list of all respondent(s) and their contact information. No response to CRD is requested or required. Sincerely, Civil Rights Department CRD - ENF 80 RS (Revised 02123) .. .. Item 4 Page 17 of 65 STATE OF CALIFORNIA I Business, Consumer Services and Housing Agency GAVIN NEWSOM, GOVERNOR Civil Rights Department 2218 Kausen Drive, Suite 100 | EIk Grove I CA | 95758 800-884-1684 (voice) | 800-700-2320 (TTY) | California's Relay Service at 71 1 calcivilrights ca gov I contact center@calcivilrights.ca gov KEVIN KISH, DIRECTOR June 8,2023 Cari McCormick RE: Notice of Case Closure and Right to Sue CRD Matter Number: 202306-20925508 Right to Sue: McCormick / California Public Employees' Retirement System et al. Dear Cari McCormick: This letter informs you that the above-referenced complaint filed with the Civil Rights Department (CRD) has been closed effective June 8, 2023 because an immediate Right to Sue notice was requested. This letter is also your Right to Sue notice. According to Government Code section 12965, subdivision (b), a civil action may be brought underthe provisions of the Fair Employment and Housing Act against the person, employer, Iabor organization or employment agency named in the above-referenced complaint. The civil action must be filed within one year from the date of this letter. To obtain a federal Right to Sue notice, you must contact the U.S. Equal Employment Opportunity Commission (EEOC) to file a complaint within 30 days of receipt of this CRD Notice of Case Closure or within 300 days of the alleged discriminatory act, whichever is earlier. Sincerely, Civil Rights Department CRD - ENF 80 RS (Revised 02123) .. .. Item 4 Page 18 of 65 1 2 3 4 5 b 7 8 o 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COMPLAINT OF EMPLOYMENT DISCRIMINATION BEFORE THE STATE OF CALIFORNIA Civil Rights Department Under the California Fair Employment and Housing Act (Gov. Gode, S 12900 et seq.) ln the Matter of the Complaint of Cari McCormick CRD No. 202306-20925508 Complainant, VS, Cal ifornia Public E mployees' Retireme nt System Lincoln Plaza East 400 Q Street Room 1820 Sacramento, CA 95811 Lake County 255 North Forbes Street Lakeport, CA 95453 State of California c/o Attorney General Rob Bonta, Department of Justice, P.O. Box 944255 Sacramento, CA 94244-2550 Respondents 1. Respondent California Public Employees' Retirement System is an employer subject to suit under the California Fair Employment and Housing Act (FEHA) (Gov. Code, $ 12900 et seq.). 2.Complainant is naming Lake Gounty business as Co-Respondent(s). Complainant is naming State of California business as Co-Respondent(s). 3. Complainant Cari McCormick, resides in the City of , State of . 4. Complainant alleges that on or about June 1,2023, respondent took the following adverse actions: Complainant was discriminated against because of complainant's age (40 and over) and as a result of the discrimination was denied equal pay, other. Date Filed: June B, 2023 Complaint - CRD No. 202306-20925508 CRD-ENF 80 RS (Revised '12122) .. .. Item 4 Page 19 of 65 1 2 3 4 5 b 7 8 I 10 11 12 13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 Additional Gomplaint Details: See Exhibits A, B, and C attached hereto. Date Filed: June 8, 2023 Complaint - CRD No. 202306-20925508 CRD-ENF 80 RS (Revised 12122) .. .. Item 4 Page 20 of 65 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VERIFICATION l, Brent A. Robinson, am the Attorney in the above-entitled complaint. I have read the foregoing complaint and know the contents thereof. The matters alleged are based on information and belief, which I believe to be true. On June 8,2023, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. San Francisco, CA Date Filed: June 8, 2023 CRD-ENF 80 RS (Revised 12122) .. .. Item 4 Page 21 of 65 EXHIBIT A .. .. Item 4 Page 22 of 65 *J,I.t"|,-.?-Y-'^l"T & M A R c Y Exhibit A - Claim Narrative Plaintiff Cari McCormick is an individual. Defendants California Public Employees' Retirement System ("CaIPERS"), State of California, and County of Lake are California governmental entities. Plaintiff is ignorant of the true names or capacities of defendants named herein as Does 1 through 3,000, inclusive, and therefore identifies these defendants by these fictitious names. Each of the defendants named herein or designated as a Doe, is liable or in some manner legally responsible for the events alleged herein. Plaintiff seeks to have the State of California, represented by the California Attorney General's Office, appointed to represent a defendant class, which includes all public entities that both employed one or more Plaintiffs, and are liable for employer-side retirement contributions for one or more Plaintiffs. A list of public entities believed to potentially be included within that defendant class, based on their listing as employers within the 2021-2022 Anntal Comprehensive Financial Report published by CaIPERS, is attached as Exhibit C. Plaintiff refers to all defendants here collectively as "Defendants." Plaintiff seeks to represent a plaintiff class of similarly situated persons. The class includes all persons who were employed by Defendants; who were at or over age 40 at the time they became members of the CaIPERS system; who applied for and were granted ordinary disability retirement; whose retirement benefits are administered by CaIPERS; and either (1) who have ever received disability retirement benefit payments pursuant to Government Code section 21423, who were over age 41 at membership in CaIPERS, and who at retirement were credited with 18.518 or fewer years of actual service; or (2) who have ever received disability retirement benefit payments pursuant to Government Code section 21098, and who at retirement were credited with24.69l or fewer years of actual service; or (3) who have ever received disability retirement benefit payments pursuant to Government Code section 21424, and who at retirement were credited with 29.629 or fewer years of actual service. Plaintiff was employed by County of Lake; was over age 40 at membership in CaIPERS; applied for and was granted ordinary disability retirement; receives benefits administered by CaIPERS; and presently receives monthly disability benefit payments pursuant to one of the sections listed above. See, generally, McCormickv. Public Employees' Retirement System (2019) 41 Cal.App.5th 428. Plaintiff refers to herself and the proposed plaintiff class collectively as "Plaintiffs." At all relevant times, each of the Defendants was the agent of each of the remaining Defendants and, in doing the things alleged herein, was acting with the course and scope of such agency. 7677 oAl<poRT sT sutrE'|,lso I oAKLAND, cA 94621 I ASMLAWYERS co[4 I T 5ro.8l7 2711 i F 5]o 562.683o .. .. Item 4 Page 23 of 65 Exhibit A Page2 Each of the Defendants' actions or omissions as alleged herein was ratified by each of the remaining Defendants. Each of the acts or omissions of a Defendant's agents as alleged herein was ratified by that Defendant, as well as by each of the remaining Defendants. Each of the Defendants had knowledge of unlawful discrimination practiced upon its employees by the other Defendants, and failed to thereafter take all reasonable steps to prevent further discrimination against its employees. Each of the Defendants provided substantial assistance or encouragement to the other Defendants in the discrimination alleged here, and thereby caused harm to Plaintiff and the proposed class. Each of the Defendants had knowledge of the discrimination alleged here, and cooperated in that discrimination. For pulposes of the discrimination alleged here, each of the Defendants was a joint employer and engaged in a joint venture, including by engaging in a combination of resources to carry out a single undertaking, with each having separate ownership interests in the joint undertaking, joint control, and an agreement to share profits and losses of that joint undertaking. California law governs Plaintiffs' retirement benefits, and provides for ordinary disability retirement benefits for certain public employees such as Plaintiff who are rendered unable to do their job by any non-industrial long-term disability. California law calculates such ordinary disability retirement benefits in a way that discriminates based on advanced age at membership. Government Code sections 21098,27424, and21423 each provides for younger employees to receive an ordinary disability retirement benefit equal to at least 33.333% of their final compensation. By contrast, older employees receive significantly reduced benefits, because those benefits are based on imputed years ofservice through age 60. For example, assume two state miscellaneous first-tier employees are otherwise identical, except that one was hired at age 1 8, the other at age 49. Each puts in 10 years of actual credited service, and each is forced to retire due to disabilities. The 18-year-old-at-hire will receive a benefit equal to 33.333oh of his final compensation, because the formula gives him service credit as if he had worked without interruption through age 60. By contrast, the 49-year-old-at-hire will receive a benefit equal to just 19.8yo under section 21423, with the difference in benefit amounts solely due to the older employee's advanced age. Defendants are liable for disparate treatment. Defendants are qualifying employers, and employed Plaintiffs. Plaintiffs were over age 40 at membership. Defendants paid Plaintiffs reduced retirement benefits compared to employees younger at membership. Plaintiffs' age over 40 at membership was a substantial motivating factor in Defendants' determination and payment of the amount of Plaintiffs' disability retirement benefits. Plaintiffs have been harmed. Defendants'payment of reduced benefits to Plaintiffs is a substantial factor in causing them harm. Defendants are also liable for pattern-or-practice of intentional discrimination. Discrimination is Defendants' standard operating procedure, rather than an unusual practice, and that standard operating procedure is a substantial factor in harming Plaintiffs. .. .. Item 4 Page 24 of 65 Exhibit A Page 3 Defendants are also liable for disparate impact. Defendants are qualifying employers, and employed Plaintiffs. Plaintiffs were over age 40 at membership. Defendants maintained a common policy or practice that has a disproportionate adverse effect on persons over age 40 at membership. Plaintiffs have been harmed. Defendants' policy or practice was a substantial factor in causing Plaintiffs' harm. Defendants are also liable for their failure to prevent discrimination against Plaintiffs. Defendants knew or should have known of the above-alleged discrimination, and failed to take all reasonable steps necessary to prevent the same from occurring, thereby causing harm to Plaintiffs. Defendants are also liable for breach of contract. At hiring, Defendants promised Plaintiffs future pay in exchange for present work, and Defendants' monthly retirement benefit payments are wages paid after the fact for Plaintiffs' years of labor. See, e.g., Kern v. Long Beach (1947) 29 CaL2d 848, 850-852. The retirement benefit provisions at issue are contractual terms of class members' employment agreements: by those retirement provisions, Defendants promised class members future pay in exchange for present work, and once class members began performance, class members obtained a vested contractual right to the benefits Defendants had promised. See, e.g., McGlynn v. State of California (2018) 21 Cal.App.5th 548, 559. Defendants maintained express written contractual terms of employment that provided for class members to be paid reduced retirement benefits based on their advanced ages at hiring. See, Gov. Code $$ 21098,21424,21423. Those terms of employment violate or are contrary to overriding state laws (i.e., Gov. Code $ 12940, subd. (a)) regulating such terms of employment, by providing for reduced compensation based solely on an employees' advanced age at hiring. To that extent, those terms of employment are contrary to superseding state law, they are illegal contractual terms, they are contrary to public policy, and they are therefore void. See, Civil Code S 1667. The unlawful terms of Plaintiffs' contracts with Defendants are severable, such that the illegal contract terms should be severed, and the balance of the contracts enforced. Armendariz v. Found. HealthPsychcare Servs., Inc. (2000)24Ca\.4th83,124. Withillegal contractualterms severed, class members' contracts with the Defendants provide for class members to receive equal retirement benefits. Alternately, FEHA's prohibition on age discrimination constitutes a contractual term of employment implied by operation of law into Plaintiffs' employment agreements with Defendants, such that Defendants were subject to a contractual duty to pay nondiscriminatory retirement benefits. See, Castillo v. Express Escrow Company (2007) 746 Cal.App.4th 1301, 1308 ("all laws in existence when the agreement was made become part of the contract"); Andersonv. Time Warner Telecom of California (2005) 129 Cal.App.4th4l1,418 ("AIl applicable laws are presumed to be known by the parties and to form a part of the agreement as if those laws were expressly referred to and incorporated."); Coral Farms, L.P. v. Mahony (2021) 63 Cal.App .5th 719, 731 ("The incorporation of current law into a contract is presumed and does not require a deliberate expression by the parties."). .. .. Item 4 Page 25 of 65 Exhibit A Page 4 The terms of Plaintiffs' employment contracts were sufficiently clear that the parties could understand what each was required to do, the parties exchanged consideration, and the parties agreed to terms. Plaintiffs did all, or substantially all, of the significant things their contracts required of them. Defendants failed to pay non-discriminatory benefits under the contracts, or paid discriminatory benefits in violation of the contracts. Plaintiffs were harmed. Defendants' breaches of contract were a substantial factor in causing Plaintiffs' harm. The harm to Plaintiffs includes the loss of retirement benefits, the loss of additional amounts of money each would have received had he or she not suffered such unlawful discrimination, and harm in the form of humiliation, mental anguish, and emotional distress. Defendants are also liable for prospective relief for violations of California's Equal Protection clause. Such relief includes declaratory relief, injunctive relief, and issuance of writs of mandamus and/or prohibition. Thus, Defendants' unlawful policies and practices as alleged adversely affect, in a similar manner, a class of persons of which Plaintiff is a member, and raise substantial questions of law and fact that are common to that class. For those reasons, Plaintiff files this charge on behalf of a class of all others similarly situated, and seeks to represent the same. .. .. Item 4 Page 26 of 65 EXHIBIT B .. .. Item 4 Page 27 of 65 *"',y.1,T.-.:-}].'^l"T & M A R c Y Exhibit B - Required Claim Information (Gov. Code $ 910) Name of Claimant:Cari McCormick Address of Claimant, and Address Where Notices re Claim Should Be Sent: Cari McCormick c/o Brent A. Robinson Aiman-Smith & Marcy, PC 7677 Oakport Street, Suite 1150 Oakland. CA9462l Date, Place, and Other Circumstances of the Occurrence or Transaction which Gave Rise to the Claim Asserted: Following a decision in favor of Ms McCormick by the First District Court of Appeal in2019, CaIPERS granted Ms McCormick ordinary disability retirement. For additional information about facts giving rise to claim asserted, see Exhibit A. A General Description of the Loss Incurred:See Exhibit A for detailed factual narrative. The Name or Names of the Public Employees Causing the Injury, Damage, or Loss, if Known: Unknown. The Amount Claimed If Less than $10k:The amount claimed exceeds $10k. Note: This Claim is presented on behalf of a class of similarly situated persons. Claimant is the proposed representative claimant. The class description is provided in Exhibit A. 7677 OAKPORT ST SUlTE ll5O I OAKLAND, CA 94621 | ASMLAWYERS COM iT 5lO.8l7.27ll I F 51O.552.683O .. .. Item 4 Page 28 of 65 EXHIBIT C .. .. Item 4 Page 29 of 65 AIMAN-SMITH,t,MARCY PROFESSIONAL CORPORATTO* L\ Exhibit C - List of Potential Defendants 1. 2. J. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. t7. 18. 19. 20. 2t. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. )z- JJ. 34. 35. 36. 37. 38. 39. 40. 41. South San Joaquin County Fire Authority Central Fire Protection District of Santa Cruz County California Intergovernmental Risk Authority State of California Alameda County Office of Education Alpine County Office of Education Amador County Office of Education Butte County Office of Education Calaveras County Office of Education Colusa County Office of Education Contra Costa County Office of Education Del Norte County Office of Education El Dorado County Office of Education Fresno County Office of Education Glenn County Office of Education Humboldt County Office of Education Imperial County Office of Education Inyo County Office of Education Kern County Office of Education Kings County Office of Education Lake County Office of Education Lassen County Office of Education Los Angeles County Office of Education Madera County Office of Education Marin County Office of Education Mariposa County Office of Education Mendocino County Office of Education Merced County Office of Education Modoc County Office of Education Mono County Office of Education Monterey County Office of Education Napa County Office of Education Nevada County Office of Education Los Angeles Unified School District Los Angeles Community College District San Diego County Office of Education Alpine County Amador County Butte County Calaveras County Colusa County 7677 OAKPORT ST. SUTTE |t5O I OAKLAND, CA 94621 | ASMLAWYERS COM i r ilO.A17.271r i F 51O.562.683O .. .. Item 4 Page 30 of 65 Exhibit C Page2 42. 43. 44. 45. 46. 47. 48. 49. 50. 5i. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. Del Norte County El Dorado County Glenn County Humboldt County Inyo County Kings County Lake County Lassen County Madera County Mariposa County Modoc County Mono County Monterey County Napa County Nevada County Placer County Plumas County Riverside County San Benito County San Joaquin County Santa Clara County Santa Cruz County Shasta County Sierra County Siskiyou County Solano County Sutter County Tehama County Trinity County Tuolumne County Yolo County Yuba County Adelanto Agoura Hills Alameda Albany Alhambra Aliso Viejo Alturas American Canyon Anaheim Anderson Angels .. .. Item 4 Page 31 of 65 Exhibit C Page3 85. 86. 87. 88. 89. 90. 91. 92. 93. 94. 95. 96. 97. 98. 99. 1 00. 101. 102. 103. 104. 10s. i 06. 107. 108. 109. I 10. 111. ll2. 1 13. 114. I 15. 1 16. 117. 118. 119. t20. 121. 122. t23. 124. 125. 126. t27. Antioch Apple Valley Arcadia Arcata Arroyo Grande Artesia Arvin Atascadero Atherton Atwater Auburn Avalon Avenal Azusa Bakersfield Baldwin Park Banning Barstow Beaumont Bell Bell Gardens Bellflower Belmont Belvedere Benicia Berkeley Beverly Hills Biggs Bishop Blue Lake Blythe Bradbury Brawley Brea Brentwood Brisbane Buellton Buena Park Burbank Burlingame Calabasas Calexico California City .. .. Item 4 Page 32 of 65 Exhibit C Page 4 t28. 129. 130. 131. 132. 133. 134. 1 35. 136. 137. 1 38. t39. 140. t4t. 142. 143. t44. t45. t46. t47. I 48. t49. 1 50. 1s 1. t52. 153. ls4. 1 55. 1 56. t57. 1 58. 1 s9. 1 60. 161. r62. 163. 164. l6s. t66. 167. 1 68. 169. 170. Calimesa Calipatria Calistoga Camarillo Carnpbell Canyon Lake Capitola Carlsbad Carmel-By-The-Sea Calpinteria Carson Cathedral City Cerritos Chico Chino Chowchilla Chula Vista Citrus Heights Claremont Clayton Clearlake Cloverdale Clovis Coachella City Coalinga Colfax Colma Colton Colusa Commerce Compton Concord Corcoran Corning Corona Coronado Corte Madera Costa Mesa Cotati Covina Crescent City Cudahy Culver City .. .. Item 4 Page 33 of 65 Exhibit C Page 5 17l. 172. 173. 174. t7 5. t76. 177. 178. t79. 1 80. 181. 182. 1 83. 1 84. 1 85. 1 86. t87. 1 88. I 89. I 90. 191. t92. 193. 194. t95. 196. 197. 1 98. 199. 200. 20t. 202. 203. 204. 205. 206. 207. 208. 209. 210. 2tt. 212. 213. Cupertino Cypress Daly City Dana Point Davis Del Mar Del Rey Oaks Delano Desert Hot Springs Diamond Bar Dinuba Dixon Dos Palos Downey Duarte Dublin Dunsmuir East Palo Alto Eastvale El Cajon El Centro El Cerrito El Monte El Segundo Elk Grove Emeryville Encinitas Escalon Escondido Etna Eureka Exeter Fairfax Fairfield Farmersville Fillmore Firebaugh Folsom Fontana Fort Bragg Fortuna Foster City Fountain Valley .. .. Item 4 Page 34 of 65 Exhibit C Page 6 2t4. 215. 2t6. 217. 2t8. 2t9. 220. 221. 222. 223. 224. 225. 226. 227. 228. 229. 230. 231. 232. zJ5- 234. 235. 236. 237. 238. 239. 240. 241. 242. 243. 244. 245. 246. 247. 248. 249. 250. 25t. 252. 253. 254. 255. 256. Fowler Fremont Fullerton Galt Garden Grove Gardena Gilroy Glendale Glendora Goleta Gonzales Grand Terrace Grass Valley Greenfield Gridley Grover Beach Guadalupe Gustine Half Moon Bay Hanford Hawaiian Gardens Hawthorne Hayward Healdsburg Hemet Hercules Hermosa Beach Hesperia Hidden Hills Highland Hillsborough Hollister Hughson Huntington Beach Huntington Park imperial Imperial Beach Indian Wells Indio Industry Inglewood Ione Irvine .. .. Item 4 Page 35 of 65 Exhibit C Page 7 257. 258. 2s9. 260. 261. 262. 263. 264. 265. 266. 267. 268. 269. 270. 271. 272. 273. 274. 275. 276. 277. 278. 279. 280. 28t. 282. 283. 284. 285. 286. 287. 288. 289. 290. 291. 292. 293. 294. 295. 296. 297. 298. 299. Irwindale Jackson Kerman King City Kingsburg LaCanada Flintridge LaHabra La Habra Heights La Mesa La Mirada La Palma La Puente La Quinta La Verne Laguna Beach Laguna Hills Laguna Niguel Laguna Woods Lake Elsinore Lake Forest Lakeport Lakewood Lancaster Larkspur Lathrop Lawndale Lemon Grove Lemoore Lincoln Lindsay Live Oak Livermore Livingston Lodi Loma Linda Lomita Lompoc Long Beach Loomis Los Alamitos Los Altos Los Altos Hills Los Banos .. .. Item 4 Page 36 of 65 Exhibit C Page 8 300. 301. 302. 3 03. 304. 305. 306. 307. 308. 309. 310. 31 1. 312. 313. 3t4. 315. 316. 3t7. 318. 319. 320. 32t. 322. 323. 324. 325. 326. 327. 328. 329. 330. 331. 332. 333. 334. 33s. 336. 337. 33 8. 339. 340. 341. 342. Los Gatos Lynwood Madera Malibu Mammoth Lakes Manhattan Beach Manteca Marina Martinez Marysville Maywood Mendota Menifee Menlo Park Merced Mill Valley Millbrae Milpitas Mission Viejo Modesto Monrovia Montague Montclair Monte Sereno Montebello Monterey Monterey Park Moorpark Moraga Moreno Valley Morgan Hill Morro Bay Mountain View Mt. Shasta Murrieta Napa National City Needles Nevada City Newark Newman Newport Beach Norco .. .. Item 4 Page 37 of 65 Exhibit C Page 9 343. 344. 345. 346. 347. 348. 349. 3s0. 351. 352. 3s3. 3s4. 35s. 356. 3s7. 358. 3s9. 360. 36r. 362. 363. 364. 365. 366. 367. 368. 369. 370. 371. 372. 515. 374. 375. 376. 3t t. 378. 379. 380. 381. 382. 3 83. 384. 3 85. Norwalk Novato Oakdale Oakland Oakley Oceanside Ojai Ontario Orange Orange Cove Orland Oroville Oxnard Pacific Grove Pacifica Palm Desert Palm Springs Palmdale Palo Alto Palos Verdes Estates Paradise Paramount Parlier Pasadena Paso Robles Patterson Perris Petaluma Pico Rivera Piedmont Pinole Pismo Beach Pittsburg Placentia Placerville Pleasant Hill Pleasanton Pomona Port Hueneme Porterville Portola Portola Valley Poway .. .. Item 4 Page 38 of 65 Exhibit C Page 10 386. 387. 3 88. 389. 390. 39t. 392. 393. 394. 39s. 396. 397. 398. 399. 400. 401. 402. 403. 404. 405. 406. 407. 408. 409. 410. 41t. 412. 413. 414. 415. 416. 417. 41 8. 419. 420. 421. 422. 423. 424. 425. 426. 427. 428. Rancho Cordova Rancho Cucamonga Rancho Mirage Rancho Palos Verdes Rancho Santa Margarita Red Bluff Redding Redlands Redondo Beach Redwood City Reedley Rialto Richmond Ridgecrest Rio Vista Ripon Riverbank Riverside Rocklin Rohnert Park Rolling Hills Rolling Hills Estates Rosemead Roseville Ross Sacramento Salinas San Anselmo San Bernardino San Bruno San Buenaventura San Carlos San Clemente San Dimas San Fernando San Francisco I San Gabriel San Jacinto San Joaquin San Jose San Leandro San Luis Obispo .. .. Item 4 Page 39 of 65 Exhibit C Page I 1 429. 430. 431. 432. 433. 434. 435. 436. 437. 438. 439. 440. 441. 442. 443. 444. 44s. 446. 447. 448. 449. 450. 451. 4s2. 4s3. 454. 455. 456. 457. 4s8. 459. 460. 461. 462. 463. 464. 465. 466. 467. 468. 469. 470. 471. San Marcos San Marino San Mateo San Pablo San Ramon Sand City Sanger Santa Ana Santa Barbara Santa Clara Santa Clarita Santa Cruz Santa Fe Springs Santa Maria Santa Monica Santa Paula Santa Rosa Santee Saratoga Sausalito Scotts Valley Seal Beach Seaside Sebastopol Selma Shafter Shasta Lake Sierra Madre Signal Hill Simi Valley Solana Beach Soledad Solvang Sonoma Sonora South El Monte South Gate South Lake Tahoe South Pasadena South San Francisco St. Helena Stanton Stockton .. .. Item 4 Page 40 of 65 Exhibit C Page 72 472. 473. 474. 475. 476. 477. 478. 479. 480. 48t. 482. 483. 484. 485. 486. 487. 488. 489. 490. 49t. 492. 493. 494. 495. 496. 497. 498. 499. s00. s01. 502. s03. 504. 505. 506. 507. s08. s09. 510. sl1. 512. s 13. 514. Suisun City Sunnyvale Susanville Sutter Creek Taft Tehachapi Temecula Temple City Thousand Oaks Tiburon Torrance Tracy Truckee Tulare Tulelake Turlock Tustin Twentynine Palms Ukiah Union City Upland Vacaville Vallejo Vernon Victorville Villa Park Visalia Vista Walnut Walnut Creek Wasco Waterford Watsonville Weed West Covina West Hollywood West Sacramento Westlake Village Westminster Whittier Wildomar Williams Willits .. .. Item 4 Page 41 of 65 Exhibit C Page 13 515. Willows 516. Windsor 517. Winters 518. Woodlake 519. Woodland 520. Woodside 521. Yorba Linda 522. Yountville 523. Yreka 524. Yuba City 525. Yucaipa 526. Yucca Valley 527. Academic Senate for California Community Colleges 528. Access Services Incorporated 529. Agoura Hills and Calabasas Community Center 530. Alameda Alliance for Health 531. AlamedaCorridorTransportationAuthority 532. Alameda County Fire Department 533. Alameda County Law Library 534. Alameda County Mosquito Abatement District 535. Alameda County Schools Insurance Group 536. AlamedaCountyTransportationCommission 537. Alameda County Waste Management Authority 538. Alameda County Water District 539. Alliance of Schools for Cooperative Insurance Programs 540. Alpine Fire Protection District 541. Alpine Springs County Water District 542. Alta California Regional Center, Inc. 543. Alta Irrigation District 544. Altadena Library District 545. Amador County Transportation Commission 546. Amador Transit 547. Amador Water Agency 548. American Canyon Fire Protection District 549. American River Flood Control District 550. Anderson Cemetery District 551. Anderson Fire Protection District 552. Angiola Water District 553. Antelope Valley Mosquito and Vector Control District 554. Antelope Valley Schools Transportation Agency 555. Antelope Valley Transit Authority 556. Apple Valley Fire Protection District 551. Arbuckle-College City Fire Protection District .. .. Item 4 Page 42 of 65 Exhibit C Page 14 558. Arcade Creek Recreation and Park District 559. Arcata Fire Protection District 560. Area 12 Agency on Aging 561. Aromas Water District 562. Arrowbear Park County Water District 563. Arroyo Grande District Cemetery 564. Associated Students California State University San Bernardino 565. Associated Students Inc., California State University, Fullerton 566. Associated Students Incorporated of California State University East Bay 567 . Associated Students Incorporated of California State University Stanislaus 568. Associated Students of California State University, Chico 569. Association of California Water Agencies 570. Association of California Water Agencies - Joint Powers Insurance Authority 571. Association of Monterey Bay Area Govemments 572. Atascadero Cemetery District 573. Auburn Area Recreation and Park District 574. Auburn Public Cemetery District 575. Avila Beach Community Services District 576. Aztec Shops, Ltd. 577. Bard Water District 578. Bardsdale Cemetery District 579. Barstow Cemetery District 580. Bay Area Air Quality Management District 581. Bay Area Water Supply and Conservation Agency 582. Beach Cities Health District 583. Bear Mountain Recreation and Park District 584. Bear Valley Community Services District 585. Beaumont District Library 586. Beaumont-Cherry Valley Recreation and Park District 587. Beaumont-Cherry Valley Water District 588. Bella Vista Water District 589. Belmont Fire Protection District 590. Belmont-San Carlos Fire Department 591. Belvedere-TiburonLibraryAgency 592. Benicia City Housing Authori 593. Berkeley Housing Authority 594. BETA Healthcare Group Risk Management Authority 595. Big Bear Area Regional Wastewater Agency 596. Big Bear City Airport District 597. Big Bear City Community Services District 598. Big Bear Municipal Water District 599. Bighorn-Desert View Water Agency 600. Black Gold Cooperative Library System .. .. Item 4 Page 43 of 65 Exhibit C Page 15 601. Blanchard/Santa Paula Public Library District 602. Blue Lake Fire Protection District 603. Bodega Bay Fire Protection District 604. Bolinas Community Public Utility District 605. Bolinas Fire Protection District 606. Bonita-SunnysideFireProtectionDistrict 607. Boron Community Services District 608. Borrego Springs Fire Protection District 609. Borego Water District 610. Boulder Creek Fire Protection District 611. Branciforte Fire Protection District 612. Brannan-AndrusLeveeMaintenanceDistrict 613. Broadmoor Police Protection District 614. Brooktrails Township Community Services District 615. Browns Valley Irrigation District 616. Buckingham Park County Water District 617. Buena Park Library District 618. Burney Basin Mosquito Abatement District 619. Burney Fire District 620. Burney Water District 621. Butte County Air Quality Management District 622. Butte County Association of Governments 623. Butte County Fair Association 624. Butte County In-Home Supportive Services Public Authority 625. Butte County Mosquito and Vector Control District 626. Butte Local Agency Formation Commission 627. Butte Schools Self-Funded Programs 628. Butte-Glenn Community College District 629. Byron-BethanylrrigationDistrict 630. Cabrillo College Foundation 631. Cachuma Operation and Maintenance Board 632. Cal Poly Corporation 633. Cal Poly Pomona Foundation, Inc. 634. Calaveras Council of Governments 635. Calaveras County Water District 636. Calaveras Public Utility District 637. California Association for Park and Recreation Indemnity 638. California Authority of Racing Fairs 639. California Bear Credit Union 640. California Central Valley Flood Control Association 641. California Fair Services Authority 642. California Fairs Financing Authority 643. CaliforniaFirefighter'sJointApprenticeshipCommittee .. .. Item 4 Page 44 of 65 Exhibit C Page 16 644. California Interscholastic Federation, Central Coast Section 645. CalifomialnterscholasticFederation,CentralSection 646. California Interscholastic Federation, North Coast Section 647. CalifornialnterscholasticFederation,NorthernSection 648. Califomia Interscholastic Federation, Sac- Joaquin Section 649. California Interscholastic Federation, San Diego Section 650. CalifornialnterscholasticFederation,SouthemSection 651 . California Interscholastic Federation, State Office 652. California Joint Powers Insurance Authority 653. California Joint Powers Risk Management Authority 654. Califomia Maritime Academy Foundation, Inc. 655. CaliforniaMunicipalUtilitiesAssociation 656. California Pines Community Services District 657. CaliforniaRedevelopmentAssociationFoundation 658. California School Boards Association 659. CaliforniaSpecialDistrictsAssociation 660. Califomia State University, Bakersfield Foundation 661. California State University, East Bay Foundation, Inc. 662. "California State University, Fresno Athletic 663. Corporation" 664. California State University, Stanislaus Auxiliary and Business Services 665. CaliforniaStateUniversity-FresnoAssociation,Inc. 666. Callayomi County Water District 667. Calleguas Municipal Water District 668. Camarillo Health Care District 669. Cambria Cemetery District 670. Cambria Community Healthcare District 671. Cambria Community Services District 672. Cameron Park Community Services District 673. Camrosa Water District 674. Capitol Area Development Authority 675. Carmel Area Wastewater District 676. Carmel Highlands Fire Protection District of Monterey County 677. Carmichael Water District 678. CarpinteriaSanitaryDistrict 679. Carpinteria Valley Water District 680. Casitas Municipal Water District 681. Castro Valley Sanitary District 682. Castroville Community Services District 683. Cawelo Water District 684. Cayucos Sanitary District 685. Cayucos-Morro Bay Cemetery District 686. Centerville Community Services District .. .. Item 4 Page 45 of 65 Exhibit C Page 17 687. Central Basin Municipal Water District 688. Central Calaveras Fire and Rescue Protection District 689. Central Coast Water Authority 690. Central Contra Costa Solid Waste Authority 691. Central Contra Costa Transit Authority 692. Central County Fire Department 693. Central Marin Fire Authority 694. Central Marin Police Authority 695. Central Marin Sanitation Agency 696. Central Sierra Child Support Agency 697. Central Valley Regional Center, Inc. 698. Central Water District 699. Channel Islands Beach Community Services District 700. Chester Public Utility District 701. Chico Area Recreation and Park District 702. Children and Families Commission of San Luis Obispo County 703. Chino Basin Water Conservation District 704. Chino Basin Watermaster 705. Chino Valley Independent Fire District 706. Citrus Heights Water District 707 . CitylCounty Association of Governments of San Mateo County 708. Clear Creek Community Services District 709. Clearlake Oaks County Water District 710. Cloverdale Citrus Fair 711. Cloverdale Fire Protection District 712. Clovis Cemetery District 713. Coachella Valley Association of Governments 714. Coachella Valley Mosquito and Vector Control District 715. Coachella Valley Public Cemetery District 716. Coachella Valley Water District 717 . Coalinga/Huron Unified School District Library District 718. Coalinga-HuronCemeteryDistrict 719. Coalinga-Huron Recreation and Park District 720. Coast Life Support District 721. Coastal Developmental Services Fdn DBA Westside Regional Center 722. Coastside County Water District 723. Coastside Fire Protection District 724. Colfax Cemetery District 725. College of The Canyons Foundation 726. Colusa County One-Stop Partnership 727. Colusa Mosquito Abatement District 728. Community College League of California 729. Community Development Commission of Mendocino County .. .. Item 4 Page 46 of 65 Exhibit C Page 18 730. Compass Community Credit Union 731. Compton Creek Mosquito Abatement District 732. Compton Unified School District 733. Conejo Recreation and Park District 734. Connecting Point 735. ConsolidatedMosquitoAbatementDistrict 736. Contra Costa Community College District 737. Contra Costa County Law Library 738. Contra Costa County Schools Insurance Group 739. Contra Costa Transportation Authority 740. Cooperative Organization for the Development of Employee Selection Procedures 741. CooperativePersonnel Services 742. Copperopolis Fire Protection District 743. Cordelia Fire Protection District of Solano County 744. Cordova Recreation and Park District 745. Corning Water District 746. Costa Mesa Sanitary District 747. Cosumnes Community Services District 748. Cottonwood Fire Protection District 749. Cottonwood Water District 750. CRA/LA, a Designated Local Authority 751. Crescent City Harbor District 752. Crescenta Valley Water District 753. Crestline Lake Arrowhead Water Agency 754. Crestline Village Water District 755. Crockett Community Services District 756. Cucamonga Valley Water Distric 757. Cutler Public Utility District 758. Cutler-Orosi Joint Powers Wastewater Authority 759. Cuyama Valley Recreation District 760. Dairy Council of California 761. Davis Cemetery District 762. DeLuz Community Services District 763. Del Norte County Library Distric 764. Del Paso Manor Water District 765. Del Puerto Water District 766. Del Rey Community Services District 767. Delano Mosquito Abatement District 768. Delta Diablo 769. Delta Mosquito and Vector Control District 770. Denair Community Services District 771. Desert Water Agency 772. Diablo Water District .. .. Item 4 Page 47 of 65 Exhibit C Page 19 773. Diamond Springs/El Dorado Fire Protection District 774. Dixon Public Library District 775. Donald P. And Katherine B. Loker University 776. Student Union, Inc. 777. Dougherty Regional Fire Authority 778. Dublin San Ramon Services District 779. Durham Mosquito Abatement District 780. East Bay Dischargers Authority 781. East Bay Regional Park District 782. East Contra Costa Irrigation District 783. East County Schools Federal Credit Union 784. East Orange County Water District 785. East Palo Alto Sanitary District 786. East Quincy Services District 787. East Valley Water District 788. Eastern Municipal Water District 789. Eastern Sierra Transit Authority 790. Ebbetts Pass Fire Protection District 791,. Edgemont Community Services District 792. El Dorado County Fire Protection District 793. El Dorado County Resource Conservation 794. District 795. El Dorado County Transit Authority 796. El Dorado County Transportation Commission 797. El Dorado County Water Agency 798. El Dorado Hills Community Services District 799. El Dorado Hills County Water District 800. El Dorado Irrigation District 801. El Dorado Local Agency Formation 802. Commission 803. Encina Wastewater Authority 804. Esparto Community Services District 805. Esparto Fire Protection District 806. Exeter District Ambulance 807. Fair Oaks Recreation & Park District 808. Fair Oaks Water District 809. Fairfield-Suisun Sewer District 810. Fall River Valley Community Services District 811. Fallbrook Public Utility District 8I2. Far Northern Coordinating Council on 813. DevelopmentalDisabilities 814. Feather River Air Quality Management District 815. Feather River Recreation and Park District .. .. Item 4 Page 48 of 65 Exhibit C Page20 816. Feather Water District 817. Felton Fire Protection District 818. Fern Valley Water District 819. Florin County Water District 820. Florin Resource Conservation District Elk 821. Grove Water District 822. Fontana Unified School District 823. Foothill Municipal Water District 824. Foothill-De Anza Community College District 825. Foresthill Public Utility District 826. Forestville Water District 827. Fort Bragg Fire Protection Authority 828. Foundation for California Community Colleges 829. Foundation for Grossmont and Cuyamaca 830. Colleges 831. Fresno City Housing Authority 832. Fresno County Housing Authority 833. Fresno County Law Library 834. Fresno Westside Mosquito Abatement District 835. Fruitridge Fire Protection District 836. Fulton-El Camino Recreation and Park District 837. Garden Valley Fire Protection District 838. Georgetown Divide Public Utility District 839. Georgetown Divide Resource Conservation 840. Georgetown Fire Protection District 841. Gilsizer County Drainage District 842. Glendale College, Associated Students of 843. Glendale Community College District 844. Glenn County Mosquito and Vector Control 845. Gold Coast Transit 846. Gold Ridge Fire Protection District 847. Gold Ridge Resource Conservation District 848. Golden Gate Bridge Highway and 849. Transportation District 850. Golden Hills Community Services District 851. Golden Sierra Job Training Agency 852. Goleta Sanitary District 853. Goleta Water District 854. Goleta West Sanitary District 855. Granada Community Services District 856. Graton Community Services District 857. Graton Fire Protection District 858. Great Basin Unified Air Pollution Control .. .. Item 4 Page 49 of 65 Exhibit C Page2l 859. 860. 861. 862. 863. 864. 86s. 866. 867. 868. 869. 870. 871. 872. 873. 874. 87s. 876. 877. 878. 879. 880. 881 . 882. 883. 884. 885. 886. 887. 888. 889. 890. 891 . 892. 893. 894. 895. 896. 897. 898. 899. 900. 901. Greater Anaheim Special Education Local Plan Area Greater Los Angeles County Vector Control Greater Vallej o Recreation District Green Valley County Water District Gridley Biggs Cemetery District Grossmont Healthcare District Groveland Community Services District Gualala Community Services District Hacienda La Puente Unified School District Hamilton Branch Fire Protection Dishict Huppy Camp Sanitary District Huppy Homestead Cemetery District Huppy Valley Fire District Hayr,vard Area Recreation and Park District Health Plan of San Joaquin Heartland Communications Facility Authority Heber Public Utility District Helendale Community Services District Helix Water District Henry Miller Reclamation District No. 2131 Heritage Ranch Community Services District Herlong Public Utility District Hesperia Fire Protection District Hesperia Unified School District Hesperia Water District Hidden Valley Lake Community Services District Hi-Desert Water District Higgins Area Fire Protection District Hilton Creek Community Services District Hopland Public Utility District Housing Authority of the City of Alameda Housing Authority of the City of Calexico Housing Authority of the City of Eureka Housing Authority of the City of Liverrnore Housing Authority of the City of Los Angeles Housing Authority of the City of Madera Housing Authority of the City of San Buenaventura Housing Authority of the City of San Luis Obispo Housing Authority of the City of South San Francisco Housing Authority of the County of Butte Housing Authority of the County of Kern Housing Authority of the County of Santa Cruz .. .. Item 4 Page 50 of 65 Exhibit C Page 22 902. Hub Cities Consortium 903. "Human Rights/Fair Housing Commission of the 904. City and County of Sacramento" 905. Humboldt Bay Fire Joint Powers Authority 906. Humboldt Bay Harbor Recreation and Conservation District 907. Humboldt Bay Municipal Water District 908. Humboldt Community Services District 909. Humboldt County Association of Governments 910. Humboldt Transit Authority 91 1. Humboldt Waste Management Authority 912. Idyllwild Fire Protection District 913. Independent Cities Association, Inc. 914. Indian Wells Valley Water District 915. Inland Counties Regional Center, Inc. 916. Inland Empire Health Plan 917. Inland Empire Resource Conservation District 918. Inland Empire Utilities Agency 919. Intergovernmental Training and Development Center 920. Inverness Public Utility District 921. Ironhouse Sanitary District 922. Irvine Ranch Water District 923. Isla Vista Recreation and Park District 924. Jackson Valley Irrigation District 925. Jamestown Sanitary District 926. Joshua Basin Water District 927. June Lake Public Utility District 928. Jurupa Area Recreation and Park District 929. Jurupa Community Services District 930. Kaweah Delta Water Conservation District 931. Kelseyville Fire Protection District 932. Kensington Community Services District 933. Kentfield Fire Protection District 934. Kenwood Fire Protection District 935. Kern County Council of Govemments 936. Kern County Local Agency Formation Commission 937. Kern Health Systems 938. Kern River Valley Cemetery District 939. Kern-Tulare Water District 940. Kettleman City Community Services District 941. Kings County Area Public Transit Agency 942. Kings County Association of Governments 943. Kings County In-Home Supportive Services Public Authority 944. Kings Mosquito Abatement District .. .. Item 4 Page 51 of 65 Exhibit C Page23 945. Kings Waste and Recycling Authority 946. Kinneloa Irrigation District 947. Kirkwood Meadows Public Utility District 948. Konocti County Water District 949. La Habra Heights County Water District 950. La Puente Valley County Water District 951. Laguna Beach County Water District 952. Lake Arrowhead Community Services District 953. Lake County Fire Protection District 954. Lake County Vector Control District 955. Lake Don Pedro Community Services District 956. Lake Hemet Municipal Water District 957. Lake Oroville Area Public Utility District 958r Lake Shastina Community Services District 959. Lake Valley Fire Protection District 960. Lakeport County Fire Protection District 961. Lakeside Fire Protection District 962. Lakeside Water District 963. Lamont Public Utility District 964. Las Gallinas Valley Sanitary District of Marin County 965. Las Virgenes Municipal Water District 966. Lassen County Waterworks District No. I 967 . League of California Cities 968. Leucadia Wastewater District 969. Levee District No. 1 of Sutter County 970. Linda County Water District 971. Linda Fire Protection District 972. Linden-Peters Rural County Fire Protection District 973. Lindsay Strathmore Public Cemetery District 974. Little Lake Fire Protection District 975. Littlerock Creek Irrigation District 976. Live Oak Cemetery District 977. Livermore/AmadorValleyTransitAuthority 978. "Local Agency Formation Commission of 979. Monterey County" 980. Local Agency Formation Commission of Solano County 981. Local Government Services Authority, a Joint Powers Authority 982. Long Beach City College Associated Student Body Enterprises 983. Long Beach State University, Associated Students 984. Long Beach State University, Forty-Niner Shops, Inc. 985. Los Alamos Community Services District 986. Los Angeles County Area'E' Civil Defense and Disaster Board 987. Los Angeles County Development Authority .. .. Item 4 Page 52 of 65 Exhibit C Page24 988. Los Angeles County Law Library 989. Los Angeles County Sanitation District No. 2 990. Los Angeles County West Vector Control District 991. Los Angeles Memorial Coliseurn Commission 992. Los Angeles Regionalized Insurance Services Authority 993. Los Gatos-S aratoga Department of Community Education and Recreation 994. Los Osos Community Services District 995. Lower Lake Cemetery District 996. Lower Lake County Waterworks District No. I 997. Lower Tule River Inigation District 998. Madera Cemetery District 999. Madera County Mosquito and Vector Control District 1000. Main San Gabriel Basin Watermaster 1001. Majestic Pines Community Services District 1002. Mammoth Lakes Fire District 1003. Mammoth Lakes Mosquito Abatement District 1004. Management of Emeryville Services Authority 1005. March Joint Powers Authority 1006. Marin Children and Families Commission 1007. Marin Community College District 1008. Marin County Housing Authority 1009. Marin County In-Home Supportive Services Public Authority 1010. Marin Municipal Water District 101 1 . Marina Coast Water District 1012. Marinwood Community Services District 1013. Mariposa Public Utility District 1014. Maxwell Public Utility District 1015. McCloud Community Services District 1016. McFarland Recreation and Park District 1017. McKinleyvilleCommunityServicesDistrict 1018. Meeks Bay Fire Protection District 1019. Meiners Oaks County Water District 1020. Mendocino City Community Services District 1021. Mendocino County Russian River Flood Control & Water Conservation Improvement District 1022. Mendocino Transit Authority 1023. Menlo Park Fire Protection District 1024. Merced County Housing Authority 1025. Merced County Mosquito Abatement District 1026. Merced Irrigation District 1027. Mesa Water District 1028. MetropolitanTransportationCommission 1029. Metropolitan Water District of Southern California .. .. Item 4 Page 53 of 65 Exhibit C Page25 1030. 103 1. t032. 1 033. 1034. 103 5. 1 036. 1037. 1038. 1039. 1 040. 1041. t042. 1043. 1044. I 045. t046. t047. 1048. 1049. 1 050. 1051 . 1052. 1 053. 1 054. 105 5. I 056. 1057. I 058. 1 059. I 060. 1061. 1062. I 063. 1064. 1 065. t066. 1067. 1 068. 1069. 1070. 107 t. 1072. Midpeninsula Regional Open Space District Mid-Peninsula Water District Mid-Placer Public Schools Transportation Agency Midway City Sanitary District Midway Heights County Water District Millview County Water District Minter Field Airport District Mission Springs Water District Mojave Air and Space Port Mojave Water Agency Mokelumne Rural Fire District Monte Vista County Water District Montecito Fire Protection District Montecito Sanitary District of Santa Barbara County Montecito Water District Monterey Bay Unified Air Pollution Control District Monterey County Regional Fire Protection District Monterey County Water Resources Agency Monterey One Water Monterey Peninsula Airyort District Monterey Peninsula Regional Park District Monterey Peninsula Water Management District Monterey Regional Waste Management Dishict Monterey-Salinas Transit District Montezuma Fire Protection District Morongo Basin Transit Authority Mother Lode Job Training Agency Moulton-Niguel Water District Mountains Recreation and Conservation Authority Mountain-Valley Library System Mt. San Antonio College Auxiliary Services MT. View Sanitary District of Contra Costa County Municipal Pooling Authority Municipal Water District of Orange County Murphys Sanitary District Murrieta Fire Protection District Murrieta Valley Cemetery District Napa County Mosquito Abatement District Napa County Resource Conservation District Napa Sanitation District Napa Valley Transportation Authority National Orange Show Natomas Fire Protection District .. .. Item 4 Page 54 of 65 Exhibit C Page26 1073. Nevada Cemetery Dishict I074. Nevada County Consolidated Fire District 1075. Nevada County Local Agency Formation Commission 1076. Nevada County Resource Conservation District 1077. Nevada Irrigation District 1078. Newcastle, Rocklin, Gold Hill Cemetery District 1079. Nipomo Community Services District 1080. North Bay Cooperative Library System 108i. North Bay Regional Center 1082. North Bay Schools Insurance Authority 1083. North Central Counties Consortium 1084. North Coast County Water District 1085. North Coast Railroad Authority 1086. North Coast Unified Air Quality Management District 1087. North County Dispatch Joint Powers Authority 1088. North County Fire Protection District of Monterey County 1089. North County Fire Protection District of San Diego County 1090. North County Transit District 1091. North Delta Water Agency 1092. North Kern Cemetery District 1093. North Kern Water Storage District 1094. North Kern-South Tulare Hospital District 1095. North Los Angeles County Regional Center, Inc. 1096. North Marin Water District 1097. North of the River Municipal Water District 1098. North of the River Recreation and Park District 1099. North State Cooperative Library System I 100. North Tahoe Fire Protection District 1 101 . North Tahoe Public Utility District 1102. Northem California Power Agency 1103. Northem California Special Districts Insurance Authority I104. Northern Salinas Valley Mosquito Abatement District 1105. Northern Sierra Air Quality Management District I 106. Northshore Fire Protection District 1107. Northstar Community Services District I 108. Northwest Mosquito and Vector Control District 1109. Novato Sanitary District 1 I 10. Oakdale Inigation District 1 I I 1. Oakdale Rural Fire Protection District 1112. Oakland City Housing Authority 1113. Oceano Comrnunity Services District I114. Ojai Valley Sanitary District I I 15. Olcese Water District .. .. Item 4 Page 55 of 65 Exhibit C Page27 1116. Olivenhain Municipal Water District lll7. Olympic Valley Public Service District 1118. Omnitrans 1119. Ophir Hill Fire Protection District 1120. Orange County Health Authority 1121. Orange County Transportation Authority 1,122. Orange County Vector Control District 1123. Orchard Dale Water District 1124. Orland Cemetery District 1125. Oro Loma Sanitary District 1126. Orosi Public Utility District 1127. Oroville Cemetery District 1128. Otay Water District 1129. Oxnard Harbor District 1130. Pacific Fire Protection District 1 131. Padre Dam Municipal Water District 1132. Pajaro Valley Fire Protection Agency 1133. Pajaro Valley Public Cemetery District 1134. Pajaro Valley Water Management Agency 1135. Palm Ranch Irrigation District 1136. Palmdale Water District 1137. Palo Verde Valley District Library 1138. Palos Verdes Library District 1139. Paradise Recreation and Park District 1140. Pasadena City College Bookstore 1141. Paso Robles City Housing Authority II42. PattersonlrrigationDistrict 1143. Pauma Valley Community Services District 1144. Peardale Chicago Park Fire Protection District 1145. Pebble Beach Community Services District 1146. Peninsula Fire Protection District 1147. Peninsula Health Care District 1148. Peninsula Traffic Congestion Relief Alliance 1149. Penn Valley Fire Protection District 1 150. Personal Assistance Services Council 1 151. Phelan Pinon Hills Community Services District 1152. Pico Water District 1153. Pine Cove Water District 1154. Pine Grove Mosquito Abatement District 1155. Pinedale County Water District 1 156. Pioneer Cemetery District 1157. Pixley Irrigation District 1 158. Placer County Cemetery District No. I .. .. Item 4 Page 56 of 65 Exhibit C Page28 1159. 1 160. 1 161. 1162. 1 163. 1164. I 165. 1 166. 1167. 1 168. t169. 1170. t17 t. t172. 1173. 1174. 1175. 1176. tt77. 1178. t179. 1180. 1 181. 1182. 1183. 1184. 1185. 1186. 1187. 1188. I 189. 1 190. 1 191. 1192. t193. 1194. 1 19s. rt96. 1197. I 198. 1199. 1200. 1201. Placer County Resource Conservation District Placer County Transportation Planning Agency Placer County Water Agency Placer Hills Fire Protection District Placer Mosquito and Vector Control District Planning and Service Area II Area Agency on Aging Pleasant Hill Recreation and Park District Pleasant Valley County Water District Pleasant Valley Recreation and Park District Plumas Eureka Community Services District Plumas Local Agency Formation Commission Pomerado Cemetery District Pomona Valley Transportation Authority Pomona, Calif State Polytechnic University, Associated Students, Inc. Port San Luis Harbor District Porter Vista Public Utility District Porterville Irrigation District Porterville Public Cemetery District Public Cemetery District No. 1 of Kem County Public Entity Risk Management Authority Public Risk Innovation, Solutions and Management Public Transportation Services Corporation Pupi I Transportation Cooperative Purissima Hills Water District Quartz Hill Water District Quincy Community Services District Rainbow Municipal Water District Ramona Municipal Water District Rancho Adobe Fire Protection District Rancho California Water District Rancho Cucamonga Fire Protection District Rancho Murieta Community Services District Rancho Santa Fe Fire Protection District Rancho Santiago Community College Associated Students Rancho Simi Recreation & Park District Reclamation District No. I 000 Reclamation District No. 1001 Reclamation District No. 1660 Reclamation District No. 3 Reclamation District No. 833 Reclamation District No. 999 Red Bluff Cemetery District Redwood Coast Regional Center .. .. Item 4 Page 57 of 65 Exhibit C Page29 1202. Redwood Empire Municipal Insurance Fund 1203. Redwood Empire School Insurance Group 1204. Reedley Cemetery District 1205. Regional Center of Orange County 1206. Regional Center of the East Bay 1207. Regional Housing Authority 1208. Regional Water Authority 1209. Rescue Fire Protection District 1210. Resort Improvement DistrictNo. I l2ll. Resource Conservation District of the Santa Monica Mountains 1212. Richardson Bay Sanitary District 1213. Rincon Del Diablo Municipal Water District 1214. Rio Alto Water District 1215. Rio Linda Elverta Community Water District 1216. Rio Vista-Montezuma Cemetery District 1217. Riverbank City Housing Authority 1218. Riverside County Air Pollution Control District 1219. Riverside County Department of Waste Resources 1220. Riverside County Flood Control and Water Conservation District 1221. Riverside County Law Library 1222. Riverside County Regional Park and Open Space District 1223. RiversideCountyTransportationCommission 1224. Riverside Transit Agency 1225. Rosamond Community Services District 1226. Rose Bowl Operating Company 1227. Rosedale-Rio Bravo Water Storage District 1228. Roseville Public Cemetery District 1229. Ross Valley Fire Department 1230. Ross Valley Sanitary District 1231. Rowland Water District 1232. Rubidoux Community Services District 1233. Running Springs Water District 1234. Rural County Representatives of Califomia 1235. Sacramento Area Councilof Governments 1236. Sacramento Area Flood Control Agency 1237. Sacramento City Housing Authority 1238. Sacramento County Public Law Library 1239. Sacramento GroundwaterAuthority 1240. Sacramento Metropolitan Air Quality Management District 1241. SacramentoMetropolitanCableTelevisionCommission 1242. Sacramento Metropolitan Fire District 1243. Sacramento Municipal Utility District 1244. Sacramento Public Library Authority .. .. Item 4 Page 58 of 65 Exhibit C Page 30 1245. t246. 1247. t248. 1249. 1250. t251. 1252. t253. 1254. 1255. t2s6. 1257. 1258. 1259. 1260. t261. 1262. t263. t264. 1265. t266. 1267. 1268. t269. 1270. 127r. 1272. 1273. 1274. 1275. r276. t277. 1278. 1279. 1280. 1281. 1282. 1283. t284. 1285. 1286. 1287. Sacramento Regional Fire/EMS Communications Center Sacramento Suburban Water District Sacramento Transportation Authority Sacramento-Yolo Mosquito and Vector Control District Salida Fire Protection District Salinas Valley Solid Waste Authority Salton Cornmunity Services District Samoa Peninsula Fire Protection District San Andreas Regional Center, Inc. San Andreas Sanitary Dishict San Benito County Water District San Bernardino City Unified School District San Bernardino County Housing Authority S an B ernardino County Transp ortation Authority San Bernardino Valley Municipal Water District San Bernardino Valley Water Conservation District San Diego Association of Govemments San Diego Community College District San Diego County Law Library San Diego County Water Authority San Diego Metropolitan Transit System San Diego State University Associated Students San Diego Trolley, Inc. San Diego Unified School District San Dieguito Water District San Elijo Joint Powers Authority San Francisco Bay Area Rapid Transit District San Francisco Bay Area Water Emergency Transportation Authority San Francisco City and County Housing Authority San Francisco Community College District Bookstore Auxiliary San Francisco County Transportation Authority San Francisco Health Authority San Francisco Law Library San Francisquito Creek Joint Powers Authority San Gabriel County Water District San Gabriel Valley Council of Govemments San Gabriel Valley Mosquito and Vector Control District San Gabriel Valley Municipal Water District San Gorgonio Pass Water AgencY San Jacinto Valley Cemetery District San Joaquin County Housing Authority San Joaquin County IHSS Public Authority San Joaquin Delta Community College District .. .. Item 4 Page 59 of 65 Exhibit C Page 31 1288. San Juan Water District 1289. San Lorenzo Valley Water District 1290. San Luis Obispo Cal Poly Associated Students, Inc. 1291. San Luis Obispo Council of Governments 1292. San Luis Water District 1293. San Mateo Consolidated Fire Department 1294. San Mateo County Harbor District 1295. San Mateo County In-Home Supportive Services Public Authority 1296. San Mateo County Law Library 1297. San Mateo County Schools Insurance Group 1298. San Mateo County Transit District 1299. San Miguel Community Services District 1300. San Miguel Consolidated Fire Protection District 1301. San Simeon Community Services District 1302. Sanger Cemetery District 1303. Sanitary District No. 5 of Marin County 1304. Santa Ana River Flood Protection Agency 1305. Santa Ana Unified School District 1306. Santa Ana Watershed Project Authority 1307. Santa Barbara County Law Library 1308. Santa Barbara County Special Education Local Plan Area 1309. Santa Barbara Regional Health Authority 1310. Santa Clara County Central Fire Protection District 131 1. Santa Clara County Health Authority 1312. Santa Clara County Housing Authority 13 13. Santa Clara County Law Library 1314. Santa Clara County Schools Insurance Group 1315. Santa Clara Valley Open Space Authority 1316. Santa Clara Valley Transportation Authority 1317. Santa Clara Valley Water District 1318. Santa Clarita Valley School Food Services Agency 1319. Santa Clarita Valley Water Agency 1320. Santa Cruz County Law Library 1321. Santa Cruz County Regional Transportation Commission 1322. Santa Cruz Local Agency Formation Commission 1323. Santa Cruz Metropolitan Transit District 1324. Santa Cruz Port District 1325. Santa Cruz Regional 9-1-l 1326. Santa Fe Inigation District 1327. Santa Margarita Water District 1328. Santa Maria Public Airport District 1329. Santa Monica Community College District i330. Santa Nella County Water District .. .. Item 4 Page 60 of 65 Exhibit C Page 32 1331. Santa Paula City Housing Authority 1332. Santa Ynez River Water Conservation District, Improvement District No. 1 1333. Santos Manuel Student Union of California State University, San Bernardino 1334. Sausalito-Marin City Sanitary District 1335. Schell Vista Fire Protection District 1336. School Risk And Insurance Management Group 1337. Schools Excess Liability Fund 1338. Schools Insurance Authority 1339. Scotts Valley Fire Protection District 1340. Scotts Valley Water District 1341. Selma Cemetery District 1342. Selma-Kingsburg-FowlerCounty SanitationDistrict 1343. Serrano Water District 1344. SewerAuthorityMid-Coastside 1345. SewerageCommission-OrovilleRegion 1346. Shafter Wasco Irrigation District 1347. Shasta Area Safety Communications Agency 1348. Shasta Community Services District 1349. Shasta Lake Fire Protection District 1350. Shasta Mosquito and Vector Control District 1351. Shasta Regional Transportation Agency 1352. Shasta Valley Cemetery District 1353. Shiloh Public Cemetery District 1354. Sierra Lakes County Water District 1355. Sierra-Sacramento Valley Emergency Medical Services Agency 1356. Silicon Valley Animal Control Authority 1357. Silicon Valley Clean Water 1358. SilveyvilleCemeteryDistrict 1359. Solano Cemetery District 1360. Solano County Mosquito Abatement District 1361. Solano County Water AgencY 1362. Solano Irrigation District 1363. SolanoTransportationAuthority 1364. Sonoma County Fire District 1365. Sonoma County Junior College District 1366. Sonoma County LibrarY 1367. Sonoma Marin Area Rail Transit District 1368. Sonoma State Enterprises, Inc. 1369. Sonoma Student Union Corporation 1370. Soquel Creek Water District 1371. South Bay Regional Public Communications Authority 1372. South Central Los Angeles Regional Center for Developmentally Disabled Persons .. .. Item 4 Page 61 of 65 Exhibit C Page33 1373. South Coast Water District 1374. South County Support Services Agency 1375. South Feather Water and Power Agency 1376. South Kem Cemetery Distric 1377. South Orange County Wastewater Authority 1378. South Placer Fire District 1379. South Placer Municipal Utility District 1380. South San Joaquin Irigation District 1381. South San Luis Obispo County Sanitation District 1382. South Tahoe Public Utility District i383. Southeast Area Social Services Funding Authority 1384. Southern California Association of Govemments 1385. Southern CaliforniaLibrary Cooperative 1386. Southem California Public Power Authority 1387. Southern California Regional Rail Authority 1388. Southern San Joaquin Municipal Utility District 1389. Southern Sonoma County Resource Conservation District 1390. SouthwestTransportationAgency 1391. Special District Risk Management Authority 1392. Stallion Springs Community Services District 1393. Stanislaus Consolidated Fire Protection District 1394. Stanislaus Regional Housing Authority 1395. State Bar of California 1396. State Center Community College District 1397. State Water Contractors 1398. Stege Sanitary District 1399. Stinson Beach County Water District 1400. Stockton East Water District 140I. Stockton Unified School District 1402. StrawberryRecreationDistrict 1403. Successor Agency to the Redevelopment Agency of the City of Fresno 1404. Successor Agency to the Redevelopment Agy of the City & County of San Francisco 1405. Suisun Fire Protection District 1406. Suisun Resource Conservation District 1407. Summit Cemetery District 1408. Sunnyslope County Water District 1409. SusanvilleSanitaryDistrict 1410. Sutter CemeterY District l4ll. SweetwaterAuthoritY 1412. Sweetwater Springs Water District 1413. Sylvan CemeterY District 1414. Tahoe City Public Utility District .. .. Item 4 Page 62 of 65 Exhibit C Page 34 1415. Tahoe Resource Conservation District 1416. Tahoe-TruckeeSanitationAgency 1417. Tehachapi Valley Recreation and Park District 1418. Tehachapi-Cummings County WaterDistrict 1419. Tehama County Mosquito Abatement District 1420. Temescal Valley Water District 1421. Templeton Community Services District 1422. Thermalito Water and Sewer District 1423. Three Rivers Community Services District 1424. Three Valleys Municipal Water District 1425. Tiburon Fire Protection District 1426. Trabuco Canyon Water District 1427. Tracy Rural County Fire Protection District 1428. Transbay Joint Powers Authority 1429. Transportation Agency for Monterey County 1430. Transportation Authority of Marin 1431. Treasure Island Development Authority 1432. Tri-City Mental Health Center 1433. Tri-Counties Association for the Developmentally Disabled 1434. Tri-County Schools Insurance Group 1435. Tri-Dam Project 1436. Trindel Insurance Fund 1437. Trinity Public Utilities District 1438. Truckee Donner Public Utility District 1439. Truckee Fire Protection District 1440. Truckee Sanitary District 1441. Truckee Tahoe Airport District 1442. Tulare Mosquito Abatement District 1443. Tulare Public Cemetery District 1444. Tuolumne City Sanitary District 1445. Tuolumne Fire District 1446. Tuolumne Utilities District 1447. Turlock Mosquito Abatement District 1448. Twain Harte Community Services District 1449. Twentynine Palms Water District 1450. Twin Rivers Unified School District 1451. Ukiah Valley Fire Distric 1452. Union Public Utility District 1453. Union Sanitary District 1454. United Water Conservation District 1455. University Enterprises Corporation at CSUSB 1456. UniversityEnterprises,Inc. 1457 . University Student Center of California State University Stanislaus .. .. Item 4 Page 63 of 65 Exhibit C Page 35 1458. Upland City Housing Authority 1459. Upper San Gabriel Valley Municipal Water District 1460. Utica Water and Power Authority 1461. Vacaville Fire Protection District 1462. Vacaville-ElmiraCemeteryDistrict 1463. Val Verde Unified School District 1464. Vallecitos Water District 1465. Vallejo Flood and Wastewater District 1466. Valley Center Municipal Water District 1467. Valley County Water District 1468. Valley Mountain Regional Center,Inc. 1469. Valley of the Moon Water District 1470. Valley Sanitary District 1471. Valley Springs Public Utility District 1472. Valley-Wide Recreation and Park District 1473. Vandenberg Village Community Services District 1474. Ventura College Foundation 1475. Ventura County Law Library 1476. Ventura County Schools Business Services Authority 1477. Ventura County Schools Self-Funding Authority 1478. VenturaCountyTransportation Commission 1479. Ventura Port District 1480. Ventura River Water District 1481. Victor Valley Transit Authority 1482. Victor Valley Wastewater Reclamation Authority 1483. Visalia Public Cemetery District 1484. Vista Irrigation District 1485. Walnut Valley Water District 1486. Wasco Recreation and Park District 1487. Washington Colony Cemetery District 1488. Water Employee Services Authority 1489. Water Facilities Authority 1490. Water Replenishment District of Southern California 1491. WeavervilleCommunityServicesDistrict 1492. WeavervilleSanitaryDistrict 1493. West Almanor Community Services District 1494. West Basin Municipal Water District 1495. West Bay Sanitary District 1496. West Cities Communication Center 1497. West Contra Costa Integrated Waste Management Authority 1498. West Contra Costa Transportation Advisory Committee 1499. West County Transportation Agency 1500. West County Wastewater District .. .. Item 4 Page 64 of 65 Exhibit C Page 36 1 501. 1502. I s03. 1504. 1 505. 1506. 1507. 1 508. 1 s09. 1510. 151 1. 1512. 1513. 15t4. 1515. 15 16. t5t7. 15 18. 15 19. t520. 1521. t522. 1523. 1524. 152s. 1526. 1527. 1528. 1529. 1 530. 1531. 1532. 1 533. 1534. 1 53s. t536. t537. 1 538. 1 539. 1 540. West End Communications Authority West Kern Water District West Stanislaus Irrigation District West Valley Mosquito and Vector Control District West Valley Sanitation District of Santa Clara County West Valley Water District West Valley-Mission Community College District Westborough Water District Western Contra Costa Transit Authority Western Municipal Water District Western Riverside Council of Governments Westlands Water District Westwood Community Services District Wheeler Ridge-Maricopa Water Storage District Wildomar Cemetery District Williams Fire Protection Authority Willow County Water District Willow Creek Community Services District Willows Cemetery District Wilton Fire Protection District Winterhaven Water District Winters Cemetery District Winters Fire Protection District Winton Water and Sanitary District Woodbridge Rural County Fire Protection District Woodlake Fire District Woodside Fire Protection District Yolo County Federal Credit Union Yolo County Housing Authority Yolo County In-Home Supportive Services Public Authority Yolo County Public Agency Risk Management Insurance Authority Yolo County Transportation District Yolo Emergency Communications Agency Yolo-Solano Air Quality Management District Yorba Linda Water District Yuba Community College District Yuba County Water Agency Yuba Sutter Transit Authority Yucaipa Valley Water District Yuima Municipal Water District .. .. Item 4 Page 65 of 65 City Council Agenda Report Meeting Date:August 15, 2023 From:Scott Williams, Director of Finance Department:Finance Submitted by:Efren Peregrina Renteria, Finance Specialist Subject Operating Account Warrant Register Recommendation Approve Operating Account Warrant Register No. 114, for the period of July 9 through July 22, 2023, totaling $10,676,759.21 and consisting of ratification of electronic payments totaling $9,803,961.15 and ratification of the issuance of early checks totaling $872,798.06. 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. 114 covering claims and demands presented during the period of July 9 through July 22, 2023, 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. 114, totals $10,676,759.21. 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. 114. Attachments 1. Operating Account Warrant Register No. 114 .. .. Item 5 Page 1 of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Item 5 Page 4 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 352)(66,21$/$8',7,1*6(59,&(6 ), ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 9(5 6$03/(&+$5*(6 /3 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW :(/',1*6833/,(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 9(1'25&/,1,&$//$%2)6$1%(51$5',123$<0(17 9(1'25&5$,*:(/',1*6833/<&2 3$<0(17 9(1'25&855(17:+2/(6$/((/(&75,&3$<0(17 3DJHRI .. .. Item 5 Page 5 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3(50,75(3257,1*6(59,&(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW /6* 352)(66,21$/6(59,&(6 /3 ,QYRLFH7RWDO /6* 352)(66,21$/6(59,&(6 /3 ,QYRLFH7RWDO /6* 352)(66,21$/6(59,&(6 /3 ,QYRLFH7RWDO /6* 352)(66,21$/6(59,&(6 /3 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW &3575$,1,1* ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $8723$576 ,QYRLFH7RWDO $8723$576 ,QYRLFH7RWDO 9(1'25'81&$1:(,1%(5**(1=(5 3$<0(17 9(1'25(+6,17(51$7,21$/,1&3$<0(17 9(1'25(//,277$8726833/<&2,1&3$<0(17 9(1'25&:(3$<0(17 3DJHRI .. .. Item 5 Page 6 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW *$51,6+0(17 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW &2168/7,1*6(59,&(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW *5$)),7,5(029$/ ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 75$)),&6,*16 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW :2, :,1'2:5(3$,5 :2, :,1'2:5(3$,5 ,QYRLFH7RWDO 9(1'25*5$,1*(5&2 3$<0(17 9(1'25*72$872*/$66 3$<0(17 9(1'25)5$1&+,6(7$;%2$5'3$<0(17 9(1'25*'6$662&,$7(6,1&3$<0(17 9(1'25*5$)),7,3527(&7,9(&2$7,1*6,1&3$<0(17 3DJHRI .. .. 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Item 5 Page 10 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( $8723$576 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW , 9316RIWZDUHIRU3' ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 6(59,&(67+528*+0$< *' ,QYRLFH7RWDO 6(59,&(67+528*+-81( *' ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW (/(&75,&&2672)6(59,&($1$/<6,6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW +$=$5'28=:$67(3,&.83 +' ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW %) /$%6(59,&(6 /3 ,QYRLFH7RWDO 9(1'251257+(51&$/,)251,$32:(53$<0(17 9(1'252&($1%/8((19,5210(17$/3$<0(17 9(1'25326,7,9(/$%6(59,&(3$<0(17 9(1'251(7027,2162)7:$5(,1&3$<0(17 9(1'251(:*(1675$7(*,(6 62/87,2163$<0(17 3DJHRI .. .. 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Item 5 Page 12 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 9( 21&$//&,9,/352-(&7 &6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW (53,03/(0(17$7,21&2168/7$17 ), ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW ',6$%,/,7<&203/,$1&(&2168/7,1* ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 35(%22.,1*3+<6,&$/6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW )5217$;/( $/,*10(175(3$,5 ,QYRLFH7RWDO )5217$;/( $/,*10(175(3$,5 ,QYRLFH7RWDO 9(1'2548$178048$/,7<&2168/7,1*,1&3$<0(17 9(1'256',35(6(1&(//&3$<0(17 9(1'256+$:+5&2168/7,1*3$<0(17 9(1'2567$&<0(',&$/&(17(5 3$<0(17 9(1'2567(9(1-%855,6 3$<0(17 3DJHRI .. .. Item 5 Page 13 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3$5.,1*5(9(18(',675,%87,21 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW &2168/7,1*6(59,&(6352-(&7 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 85%$1)25(670$1$*(0(17 &6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 68%6&5,37,2183'$7( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW -2,1732/(%,//2)6$/( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 6(59,&(&+$5*(6%$1 9(1'25683(5,25&72)&$/2)/$3$<0(17 9(1'2575,1,7<&2168/7$176,1&3$<0(17 9(1'25:(67&2$67$5%25,676,1&3$<0(17 9(1'25:(6738%/,6+,1*&25325$7,21 3$<0(17 9(1'2562&$/(',621 3$<0(17 9(1'25$7 7 3$<0(17 3DJHRI .. .. Item 5 Page 14 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO 6(59,&(&+$5*(6%$1 ,QYRLFH7RWDO 6(59,&(&+$5*(6%$1 ,QYRLFH7RWDO 6(59,&(&+$5*(6%$1 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 5(7,5((+($/7+,1685$1&( 5(,0%85(60(174 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 685&+$5*(75$160,77$/5(3257 7+47 685&+$5*(75$160,77$/5(3257 7+47 685&+$5*(75$160,77$/5(3257 7+47 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW (03/2<((5(&2*1,7,21(9(17 '(326,7 ,QYRLFH7RWDO 9(1'25%5$'/(<0$&.3$<0(17 9(1'25&$/$,55(6285&(6%2$5'3$<0(17 9(1'25&$/,)251,$&200(5&(&/8%,1&3$<0(17 9(1'25&$0),/&$1$'$,1&3$<0(17 3DJHRI .. .. Item 5 Page 15 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3- 0$/%85*6,7(6859(< ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $8723$576 ,QYRLFH7RWDO $8723$576 ,QYRLFH7RWDO $8723$576 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $77(1'$1&(67,3(1'*9& ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW &6 675((76:((3,1*6(59,&(6 &6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 9(1'25&/($1675((7//&3$<0(17 9(1'25&855(17:+2/(6$/((/(&75,&3$<0(17 9(1'25&(175$/)25'$872027,9(,1&3$<0(17 9(1'25&/$5$%867$0$17(3$<0(17 3DJHRI .. .. Item 5 Page 16 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( 3$576 6833/,(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW '(6,*16(9%5$1',1* &+$5*,1* 67$7,21 '(6,*16(9%5$1',1* &+$5*,1* 67$7,21 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 6,1 $118$/86()((5($'21/< ,QYRLFH7RWDO 6,1 $118$/86()(( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $77(1'$1&(67,3(1'*9& %,& $77(1'$1&(67,3(1'*9& %,& ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $8725(3$,5 $8725(3$,5 9(1'25*2/,$7+*5$)),;//&3$<0(17 9(1'25+'/62)7:$5(//&3$<0(17 9(1'25+(&725025),1 3$<0(17 9(1'25+,7(&+(17(535,6(3$<0(17 3DJHRI .. .. Item 5 Page 17 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW ,19 $118$/86(5&21)(5(1&( 5(*,675$7,21 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3/$1&+(&.6(59,&(6 &6 ,QYRLFH7RWDO 3/$1&+(&.6(59,&(6 &6 ,QYRLFH7RWDO 3/$1&+(&.6(59,&(6 &6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 93' 32/<*5$3+(;$0,1$7,21 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 027255(3$,56 0$,17(1$1&( /3 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 9(1'25,17(51$7,21$/%86,1(663$<0(17 9(1'25,17(5:(67&2168/7,1**5283,1&3$<0(17 9(1'25-2('(/,$3$<0(17 9(1'25/,77/(-2+15(8/$1'&253 3$<0(17 9(1'250,':(67027256833/<&2,1&3$<0(17 3DJHRI .. .. Item 5 Page 18 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( *$5$*(672&.6833/,(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $8723$576 ,QYRLFH7RWDO $8723$576 ,QYRLFH7RWDO $8723$576 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $77(1'$1&(67,3(1'%,& ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $&&710(',&$/6(59,&(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO 9(1'251$9'((36,1*+6$&+'(9$3$<0(17 9(1'252&&83$7,21$/+($/7+&(17(562)3$<0(17 9(1'2532&+67$)),1*,1&3$<0(17 9(1'251$3$$8723$576 3$<0(17 3DJHRI .. .. Item 5 Page 19 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO 7(0325$5<67$)),1*6(59,&(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $77(1'$1&(67,3(1'9(5121 +286,1* ,QYRLFH7RWDO $77(1'$1&(67,3(1'%,& ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW $77(1'$1&(67,3(1'9(5121 +286,1* ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 352)(66,21$/6(59,&(6 ,QYRLFH7RWDO 9(1'25521,7'$+$1('5<3$<0(17 9(1'2567(9(63$1.6 3$<0(17 9(1'25675($0.,0+,&.6:5$*( $/)$523$<0(17 3DJHRI .. .. Item 5 Page 20 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW ),1$/ 5('(6,*135(3$7/$17,&%5,'*( /3 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 675((76:((3(5 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 0$1$*('35,176(59,&(6 ,7 ,QYRLFH7RWDO 9(1'257+((1*,1((5,1*3$571(56,1&3$<0(17 9(1'257<0&2,1&3$<0(17 9(1'25;(52;&25325$7,21 3$<0(17 3DJHRI .. .. 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Item 5 Page 25 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO .52126:25.)25&(5($'< ,7 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO 3$576 6833/,(6 ,QYRLFH7RWDO &5(',73$576 6833/,(6 ,QYRLFH7RWDO &5(',73$576 6833/,(6 ,QYRLFH7RWDO 9(1'25/%-2+1621,1'8675,$/+$5':$5(3$<0(17 9(1'250&0$67(5&$556833/<&203$1<3$<0(17 3DJHRI .. .. Item 5 Page 26 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW (;3(16(5(,0%856(0(17 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 6(59,&($*5((0(17)25 0$,17(11$1&( ,7 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 35(62570$,/,1*6(59,&(6 ), ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 7(&+1,&$/'(6,*1 /3 7(&+1,&$/'(6,*1 /3 7(&+1,&$/'(6,*1 /3 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 9(+,&/(5(3$,5 ,QYRLFH7RWDO 9(1'250(/,66$<%$55$3$<0(17 9(1'25027252/$62/87,216,1&3$<0(17 9(1'251(;7'$<'(/,9(5<6(59,&(//&3$<0(17 9(1'251257+:(67(/(&75,&$/6(59,&(63$<0(17 9(1'253$&,),&&200(5&,$/758&.%2'<3$<0(17 3DJHRI .. .. Item 5 Page 27 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 68%6&5,37,21 /' ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW -81(81,)25067,3(1' ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW &$7&+%$6,1&/($1,1*6(59,&(6 &6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 6(&85,7<6(59,&(6 /3 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW ,1 )8(/ ,1 )8(/ ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 5(7,5((+($/7+5(,0%856(0(17 9(1'255,&+$5'9(/$648(=3$<0(17 9(1'25521 60$,17(1$1&(,1&3$<0(17 9(1'256 6/$%25)25&(,1&3$<0(17 9(1'255(/;,1&3$<0(17 9(1'256&&200(5&,$///&3$<0(17 9(1'2572''+(:(77 3$<0(17 3DJHRI .. .. Item 5 Page 28 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW *5281':$7(5352'8&7,21 $66(660(170$< ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW &%:0 :$67(0$67(5&+$5*(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 6725$*(6(59,&(6 ,QYRLFH7RWDO 6725$*( 6+5('',1*6(59,&(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 5(&$/&8/$7,21&+$5*(6 5(&$/&8/$7,21&+$5*(6 5(&$/&8/$7,21&+$5*(6 5(&$/&8/$7,21&+$5*(6 9(1'25:$7(55(3/(1,6+0(17',675,&7 3$<0(17 9(1'25:,//,$066(59,&(&25325$7,21 3$<0(17 9(1'25&$/,)251,$,62 3$<0(17 9(1'25:$7(55(3/(1,6+0(17',675,&7 3$<0(17 3DJHRI .. .. 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Item 5 Page 30 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 5(1(:$/(19,5210(17$/6,7( /,$%,/,7< ,QYRLFH7RWDO 5(1(:$/&200(5&,$/3523(57< ,1685$1&( ,QYRLFH7RWDO 5(1(:$/(;&(66:25.(56 &203(16$7,21 ,QYRLFH7RWDO 5(1(:$/&2175$&7256(48,30(17 ,1685$1&( ,QYRLFH7RWDO 5(1(:$/&200(5&,$/3523(57< ,1685$1&( ,QYRLFH7RWDO 5(1(:$/(;&(66/,$%,/,7< &29(5$*(,1685$1&( ,QYRLFH7RWDO 5(1(:$/7(5525,60 ,QYRLFH7RWDO 5(1(:$/&<%(5/,$%,/,7<,1685$1&( ,QYRLFH7RWDO 5(1(:$/(;&(66/,$%,/,7< &29(5$*(,1685$1&( ,QYRLFH7RWDO 9(1'25$215,6.,1685$1&(6(59,&(63$<0(17 3DJHRI .. .. 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Item 5 Page 38 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW -81( ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW ,1 (/(0(175(3$,5.,7 ,QYRLFH7RWDO ,1 3$576 6833/,(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW **: -81(&$3$&,7< **: 0217+/<%$6((1(5*<0$< ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 62',80+<32&+/25,7( /3 ,QYRLFH7RWDO 62',80+<32&+/25,7( /3 ,QYRLFH7RWDO 62',80+<32&+/25,7( /3 9(1'257,027+<0$548(= 3$<0(17 9(1'2586'(3$570(172)(1(5*< 3$<0(17 9(1'25:$7(5/,1(7(&+12/2*,(6,1& 3$<0(17 9(1'257+(*$6&203$1< 3$<0(17 3DJHRI .. .. 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Item 5 Page 40 of 44 &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( 5(&$/&8/$7,21&+$5*(6 5(&$/&8/$7,21&+$5*(6 5(&$/&8/$7,21&+$5*(6 5(&$/&8/$7,21&+$5*(6 ,1,7,$/&+$5*(6 ,1,7,$/&+$5*(6 ,1,7,$/&+$5*(6 ,1,7,$/&+$5*(6 ,1,7,$/&+$5*(6 ,1,7,$/&+$5*(6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW 0(',&$/5(7,5((6 ,QYRLFH7RWDO ,QYRLFH 'HVFULSWLRQ $FFRXQW 32RU&RQWUDFW /LQH,WHP$PRXQW B08/7, 3/( 3$576 6833/,(6 B08/7, 3/( 3$576 6833/,(6 9(1'25+20('(327&5(',76(59,&(6 3$<0(17 9(1'25$17+(0%/8(&5266 3$<0(17 3DJHRI .. .. 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Item 5 Page 42 of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tem 5 Page 43 of 44 )81'($5/<&+(&.6727$/ (/(&7521,&727$/ *5$1'727$/ *(1(5$/ /,*+7 32:(5 1$785$/*$6 :$7(5 ),%(5 7RWDO &,7<2)9(5121 23(5$7,1*$&&2817 :$55$175(*,67(512 '$7( 3DJHRI Am .. .. Item 5 Page 44 of 44 City Council Agenda Report Meeting Date:August 15, 2023 From:Scott Williams, Director of Finance Department:Finance Submitted by:Efren Peregrina Renteria, Finance Specialist Subject City Payroll Warrant Register Recommendation Approve City Payroll Warrant Register No. 806, for the period of July 1 through July 31, 2023, totaling $2,806,436 and consisting of ratification of direct deposits, checks and taxes totaling $1,817,583.16 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $988,852.84 paid through operating bank account. Background Vernon Municipal Code Section 2.32.060 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. 806 covering claims and demands presented during the period of July 1 through July 31, 2023, 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. 806, totals $2,806,436. The Finance Department has determined that sufficient funds to pay such claims/demands, are available in the respective accounts referenced on City Payroll Warrant Register No. 806. Attachments 1. City Payroll Account Warrant Register No. 806 .. .. Item 6 Page 1 of 3 .. .. Item 6 Page 2 of 3 Payrolls reported for the month of July 06/18/2023 - 07/01/2023, Paydate 07/13/2023 06/29/2023 - 06/29/2023, Paydate 07/13/2023 (SP870) 07/02/2023 - 07/15/2023, Paydate 07/27/2023 Payment Method Date Payment Description Amount ACH 07/13/23 Net payroll, checks 5,192.83$ ACH 07/13/23 Net payroll, direct deposits 694,190.13 ACH 07/13/23 Payroll taxes 177,120.51 ACH 07/27/23 Net payroll, checks 5,131.26 ACH 07/27/23 Net payroll, direct deposits 736,346.12 ACH 07/27/23 Payroll taxes 199,602.31 Total net payroll and payroll taxes 1,817,583.16 15466 07/13/23 Mission Square 25,317.04 15465 07/14/23 IBEW Dues 4,405.72 15464 07/14/23 Vernon Police Officers' Benefit Association 2,245.29 15469 07/14/23 CalPERS 230,510.39 15470 07/13/23 California State Disbursement Unit 41.53 15478 07/14/23 Blue Shield of California (active) 289,961.05 15479 07/14/23 Blue Shield of California (retiree) 93,454.50 15480 07/14/23 Blue Shield of California (cobra) 1,452.32 15481 07/14/23 Metlife - Group Benefits 27,714.92 15482 07/17/23 EyeMed 3,925.60 15483 07/17/23 AFLAC 11,933.83 15484 07/17/23 Mutual of Omaha 14,087.56 15485 07/14/23 Colonial 6,572.63 15473 07/27/23 Mission Square 25,695.75 15472 07/28/23 Teamsters Local 911 2,920.00 15471 07/28/23 Vernon Police Officers' Benefit Association 2,245.29 15476 07/31/23 CalPERS 246,327.89 15477 07/27/23 California State Disbursement Unit 41.53 Payroll related disbursements, paid through Operating bank account 988,852.84 Total net payroll, taxes, and related disbursements 2,806,436.00$ Page 1 of 1 .. .. Item 6 Page 3 of 3 City Council Agenda Report Meeting Date:August 15, 2023 From:Carlos Fandino, City Administrator Department:City Administration Submitted by:Diana Figueroa, Administrative Analyst Subject Fire Department Activity Report Recommendation Receive and file the June 2023 Fire Department Activity Report. Background Attached is a copy of a Fire Department Activity Report which covers the period of June 1 through June 30, 2023. 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 – June 2023 .. .. Item 7 Page 1 of 16 .. .. Item 7 Page 2 of 16 .. .. Item 7 Page 3 of 16 .. .. Item 7 Page 4 of 16 .. .. Item 7 Page 5 of 16 .. .. Item 7 Page 6 of 16 .. .. Item 7 Page 7 of 16 .. .. Item 7 Page 8 of 16 .. .. Item 7 Page 9 of 16 .. .. Item 7 Page 10 of 16 .. .. Item 7 Page 11 of 16 .. .. Item 7 Page 12 of 16 .. .. Item 7 Page 13 of 16 .. .. Item 7 Page 14 of 16 .. .. Item 7 Page 15 of 16 .. .. Item 7 Page 16 of 16 3 6 5 City Council Agenda Report Meeting Date:August 15, 2023 From:Robert Sousa, Chief of Police Department:Police Submitted by:Donna Aggers, Records Manager Subject Police Department Activity Report Recommendation Receive and file the June 2023 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 .. .. Item 8 Page 1 of 55 .. .. Item 8 Page 2 of 55 .. .. Item 8 Page 3 of 55 .. .. Item 8 Page 4 of 55 .. .. Item 8 Page 5 of 55 .. .. Item 8 Page 6 of 55 .. .. Item 8 Page 7 of 55 .. .. Item 8 Page 8 of 55 .. .. Item 8 Page 9 of 55 .. .. Item 8 Page 10 of 55 .. .. Item 8 Page 11 of 55 .. .. Item 8 Page 12 of 55 .. .. Item 8 Page 13 of 55 .. .. Item 8 Page 14 of 55 .. .. Item 8 Page 15 of 55 .. .. Item 8 Page 16 of 55 .. .. Item 8 Page 17 of 55 .. .. Item 8 Page 18 of 55 .. .. Item 8 Page 19 of 55 .. .. Item 8 Page 20 of 55 .. .. Item 8 Page 21 of 55 .. .. Item 8 Page 22 of 55 .. .. Item 8 Page 23 of 55 .. .. Item 8 Page 24 of 55 .. .. Item 8 Page 25 of 55 .. .. Item 8 Page 26 of 55 .. .. Item 8 Page 27 of 55 .. .. Item 8 Page 28 of 55 .. .. Item 8 Page 29 of 55 .. .. Item 8 Page 30 of 55 .. .. Item 8 Page 31 of 55 .. .. Item 8 Page 32 of 55 .. .. Item 8 Page 33 of 55 .. .. Item 8 Page 34 of 55 .. .. Item 8 Page 35 of 55 .. .. Item 8 Page 36 of 55 .. .. Item 8 Page 37 of 55 .. .. Item 8 Page 38 of 55 .. .. Item 8 Page 39 of 55 .. .. Item 8 Page 40 of 55 .. .. Item 8 Page 41 of 55 .. .. Item 8 Page 42 of 55 .. .. Item 8 Page 43 of 55 .. .. Item 8 Page 44 of 55 .. .. Item 8 Page 45 of 55 .. .. Item 8 Page 46 of 55 .. .. Item 8 Page 47 of 55 .. .. Item 8 Page 48 of 55 .. .. Item 8 Page 49 of 55 .. .. Item 8 Page 50 of 55 .. .. Item 8 Page 51 of 55 .. .. Item 8 Page 52 of 55 .. .. Item 8 Page 53 of 55 .. .. Item 8 Page 54 of 55 .. .. Item 8 Page 55 of 55 3 6 4 City Council Agenda Report Meeting Date:August 15, 2023 From:Robert Sousa, Chief of Police Department:Police Submitted by:Brandon Gray, Captain Subject Federal Equitable Sharing Agreement and Annual Certification Report Recommendation Approve and authorize the Police Chief and City Administrator to execute the Federal Equitable Sharing Agreement and Annual Certification Report. Background When local police agencies work with federal agencies to enforce federal criminal laws, the agency may apply for an equitable share of any forfeited proceeds. The Vernon Police Department (VPD) currently receives an equitable share of forfeited proceeds from investigations conducted by an investigator who was assigned to the Southwest Borders Initiative Taskforce (SWBI). In order to receive such proceeds, the VPD must execute an equitable sharing agreement and certify that the forfeited proceeds received are allocated as required by federal statutes and regulations established by the U.S. Department of Treasury and the U.S. Department of Justice. These laws and regulations require the VPD to do the following: •Retain forfeited funds or property separate from state or other forfeitures •Submit a federal Equitable Sharing Agreement and Certification annually with both agencies •Maintain a record of the funds or property and any expenditures •Annually audit funds exceeding $100,000 The Department of Justice implemented an on-line reporting process to streamline the annual reporting of funds received by local agencies. The reporting process requires the Agency Head (Police Chief) and the Governing Body Head (City Administrator) to certify that the City understands its obligations under the agreement and to certify that the reported financial information regarding the VPD’s receipt and expenditure of the funds is accurate. The VPD has implemented procedures in compliance with the outlined laws and regulations. The Equitable Sharing Agreement and Certification Report has been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact Approving execution of the Federal Equitable Sharing Agreement and Annual Certification Form will result in additional revenue to the General Fund, Forfeiture Revenue Account No. 011-440- 000-441013. Forfeited proceeds received through the equitable share program vary from year to year as funds are based on the resolution of specific court cases. Attachments 1. 2022-23 Equitable Sharing Agreement and Certification Form.. .. Item 9 Page 1 of 6 Equitable Sharing Agreement and Certification OMB Number 1123-0011 Expires:December 31, 2024 Agency Name: City Of Vernon Police Department NCIC/ORI/Tracking Number: CA0197300 Mailing Address: 4305 Santa Fe Avenue Type: Police Department Agency FY 2024 Budget: $15,273,972.00FY End Date: 06/30/2023 amelgar@cityofvernon.orgEmail:(323) 583-8811 x242Phone: Melgar, AngelaName: ESAC Preparer Email:Phone: Name: Jurisdiction Finance Contact Agency Finance Contact Phone: Name: Sousa, Roberto (323) 583-8811 x114 Email:rsousa@covpd.org Williams, Scott (323) 583-8811 x849 swilliams@cityofvernon.org Vernon, CA 90058 Beginning Equitable Sharing Fund Balance Equitable Sharing Funds Received Equitable Sharing Funds Received from Other Law Enforcement Agencies and Task Force Other Income Interest Income Total Equitable Sharing Funds Received (total of lines 2-5) Equitable Sharing Funds Spent (total of lines a - n) Ending Equitable Sharing Funds Balance (difference between line 7 and the sum of lines 1 and 6) Summary of Equitable Sharing Activity Justice Funds Treasury Funds $381,063.85 $48,008.93 $7,060.76 $0.00 $0.00 $0.00 $0.00 $0.00 $7,176.10 $0.00 $14,236.86 $0.00 $23,233.75 $0.00 $372,066.96 $48,008.93 1 2 3 4 5 6 7 8 Summary of Shared Funds Spent Law Enforcement Operations and Investigations Law Enforcement, Public Safety, and Detention Facilities Training and Education Law Enforcement Equipment Joint Law Enforcement/Public Safety Equipment and Operations Contracts for Services Law Enforcement Travel and Per Diem Law Enforcement Awards and Memorials Drug, Gang, and Other Education or Awareness Programs Matching Grants Transfers to Other Participating Law Enforcement Agencies Support of Community-Based Programs Non-Categorized Expenditures Salaries Total Justice Funds Treasury Funds $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $23,233.75 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $23,233.75 $0.00 a b c d e f g h i j k l m n Department of Justice Asset Forfeiture Program Investigative Agency participants are: FBI, DEA, ATF, USPIS, USDA, DCIS, DSS, and FDA Department of the Treasury Asset Forfeiture Program participants are: IRS-CI, ICE, CBP and USSS. 1 2 1 2 Annual Certification Report Date Printed: Page 1 of 507/18/2023 .. .. Item 9 Page 2 of 6 Equitable Sharing Funds Received From Other Agencies Transferring Agency Name Treasury FundsJustice Funds Other Income Other Income Type Justice Funds Treasury Funds Matching Grants Treasury FundsJustice Funds Matching Grant Name Transfers to Other Participating Law Enforcement Agencies Treasury FundsJustice FundsReceiving Agency Name Support of Community-Based Programs Justice FundsRecipient Non-Categorized Expenditures Treasury FundsJustice FundsDescription Salaries Treasury FundsJustice FundsSalary Type Paperwork Reduction Act Notice Under the Paperwork Reduction Act, a person is not required to respond to a collection of information unless it displays a valid OMB control number. We try to create accurate and easily understood forms that impose the least possible burden on you to complete. The estimated average time to complete this form is 30 minutes. If you have comments regarding the accuracy of this estimate, or suggestions for making this form simpler, please write to the Money Laundering and Asset Recovery Section at 1400 New York Avenue, N.W., Washington, DC 20005. The Department of Justice is collecting this information for the purpose of reviewing your equitable sharing expenditures. Providing this information is voluntary; however, the information is necessary for your agency to maintain Program compliance. Information collected is covered by Department of Justice System of Records Notice, 71 Fed. Reg. 29170 (May 19, 2006), JMD-022 Department of Justice Consolidated Asset Tracking System (CATS). This information may be disclosed to contractors when necessary to accomplish an agency function, to law enforcement when there is a violation or potential violation of law, or in accordance with other published routine uses. For a complete list of routine uses, see the System of Records Notice as amended by subsequent publications. Privacy Act Notice Single Audit Information Company: Name: Independent Auditor Robert J. Callanan, CPA Phone: CliftonLarsenAllen LLP 7147955354 Email: bob.callanan@claconnect.com Page 2 of 5Date Printed: 07/18/2023 .. .. Item 9 Page 3 of 6 Were equitable sharing expenditures included on the Schedule of Expenditures of Federal Awards (SEFA) for the jurisdiction's Single Audit for the prior fiscal year? If the jurisdiction did not meet the threshold to have a Single Audit performed, select Threshold Not Met. NO Prior Year Single Audit Number Assigned by Federal Audit Clearinghouse: YES X THRESHOLD NOT MET Page 3 of 5Date Printed: 07/18/2023 .. .. Item 9 Page 4 of 6 Under penalty of perjury, the undersigned officials certify that they have read and understand their obligations under the Guide to Equitable Sharing for State, Local, and Tribal Law Enforcement Agencies (Guide) and all subsequent updates, this Equitable Sharing Agreement, and the applicable sections of the Code of Federal Regulations. The undersigned officials certify that the information submitted on the Equitable Sharing Agreement and Certification form (ESAC) is an accurate accounting of funds received and spent by the Agency. The undersigned certify that the Agency is in compliance with the applicable nondiscrimination requirements of the following laws and their Department of Justice implementing regulations: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), and the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.), which prohibit discrimination on the basis of race, color, national origin, disability, or age in any federally assisted program or activity, or on the basis of sex in any federally assisted education program or activity. The Agency agrees that it will comply with all federal statutes and regulations permitting federal investigators access to records and any other sources of information as may be necessary to determine compliance with civil rights and other applicable statutes and regulations. Affidavit Equitable Sharing Agreement This Federal Equitable Sharing Agreement, entered into among (1) the Federal Government, (2) the Agency, and (3) the Agency's governing body, sets forth the requirements for participation in the federal Equitable Sharing Program and the restrictions upon the use of federally forfeited funds, property, and any interest earned thereon, which are equitably shared with participating law enforcement agencies. By submitting this form, the Agency agrees that it will be bound by the Guide and all subsequent updates, this Equitable Sharing Agreement, and the applicable sections of the Code of Federal Regulations. Submission of the ESAC is a prerequisite to receiving any funds or property through the Equitable Sharing Program. 1. Submission. The ESAC must be signed and electronically submitted within two months of the end of the Agency’s fiscal year. Electronic submission constitutes submission to the Department of Justice and the Department of the Treasury. 2. Signatories. The ESAC must be signed by the head of the Agency and the head of the governing body. Examples of Agency heads include police chief, sheriff, director, commissioner, superintendent, administrator, county attorney, district attorney, prosecuting attorney, state attorney, commonwealth attorney, and attorney general. The governing body head is the head of the agency that appropriates funding to the Agency. Examples of governing body heads include city manager, mayor, city council chairperson, county executive, county council chairperson, administrator, commissioner, and governor. The governing body head cannot be an official or employee of the Agency and must be from a separate entity. 3. Uses. Shared assets must be used for law enforcement purposes in accordance with the Guide and all subsequent updates, this Equitable Sharing Agreement, and the applicable sections of the Code of Federal Regulations. 4. Transfers. Before the Agency transfers funds to other state or local law enforcement agencies, it must obtain written approval from the Department of Justice or Department of the Treasury. Transfers of tangible property are not permitted. Agencies that transfer or receive equitable sharing funds must perform sub-recipient monitoring in accordance with the Code of Federal Regulations. 5. Internal Controls. The Agency agrees to account separately for federal equitable sharing funds received from the Department of Justice and the Department of the Treasury, funds from state and local forfeitures, joint law enforcement operations funds, and any other sources must not be commingled with federal equitable sharing funds. The Agency certifies that equitable sharing funds are maintained by its jurisdiction and the funds are administrated in the same manner as the jurisdictions's appropriated or general funds. The Agency further certifies that the funds are subject to the standard accounting requirements and practices employed by the Agency's jurisdiction in accordance with the requirements set forth in the Guide, any subsequent updates, and the Code of Federal Regulations, including the requirement to maintain relevant documents and records for five years. The misuse or misapplication of equitably shared funds or assets or supplantation of existing resources with shared funds or assets is prohibited. The Agency must follow its jurisdiction's procurement policies when expending equitably shared funds. Failure to comply with any provision of the Guide, any subsequent updates, and the Code of Federal Regulations may subject the Agency to sanctions. 6. Single Audit Report and Other Reviews. Audits shall be conducted as provided by the Single Audit Act Amendments of 1996 and OMB Uniform Administrative Requirements, Costs Principles, and Audit Requirements for Federal Awards. The Agency must report its equitable sharing expenditures on the jurisdiction's Schedule of Expenditures of Federal Awards (SEFA) under Assistance Listing Number 16.922 for Department of Justice and 21.016 for Department of the Treasury. The Page 4 of 5Date Printed: 07/18/2023 .. .. Item 9 Page 5 of 6 Yes No Agency Head Name: Title: Email: Governing Body Head Name: Title: Email: To the best of my knowledge and belief, the Agency's current fiscal year budget reported on this ESAC is true and accurate and the Governing Body Head whose name appears above certifies that the agency's budget has not been supplanted as a result of receiving equitable sharing funds. Entry of the Governing Body Head name above indicates his/her agreement to abide by the policies and procedures set forth in the Guide, any subsequent updates, and the Code of Federal Regulations. I certify that I have obtained approval from and I am authorized to submit this form on behalf of the Agency Head and the Governing Body Head. X Sousa, Roberto Chief of Police rsousa@covpd.org Fandino Jr., Carlos R. City Administrator cfandino@cityofvernon.org Date: To the best of my knowledge and belief, the information provided on this ESAC is true and accurate and has been reviewed and authorized by the Law Enforcement Agency Head whose name appears above. Entry of the Agency Head name above indicates his/her agreement to abide by the Guide, any subsequent updates, and the Code of Federal Regulations, including ensuring permissibility of expenditures and following all required procurement policies and procedures. Signature: Submitted Electronically Date: Department of Justice and the Department of the Treasury reserve the right to conduct audits or reviews. 7. Freedom of Information Act (FOIA). Information provided in this Document is subject to the FOIA requirements of the Department of Justice and the Department of the Treasury. Agencies must follow local release of information policies. 8. Waste, Fraud, or Abuse. An Agency or governing body is required to immediately notify the Department of Justice's Money Laundering and Asset Recovery Section and the Department of the Treasury's Executive Office for Asset Forfeiture of any allegations or theft, fraud, waste, or abuse involving federal equitable sharing funds. During the past fiscal year: (1) has any court or administrative agency issued any finding, judgment, or determination that the Agency discriminated against any person or group in violation of any of the federal civil rights statutes listed above; or (2) has the Agency entered into any settlement agreement with respect to any complaint filed with a court or administrative agency alleging that the Agency discriminated against any person or group in violation of any of the federal civil rights statutes listed above? Signature: Submitted Electronically 08/01/2023 08/01/2023 Civil Rights Cases Page 5 of 5Date Printed: 07/18/2023 .. .. Item 9 Page 6 of 6 City Council Agenda Report Meeting Date:August 15, 2023 From:Daniel S. Wall, P.E., Director of Public Works Department:Public Works Submitted by:Lissette Melendez, Project Engineer Subject Grant Deed Dedication in Fee a Portion of the Property Located at 3165 Slauson Avenue Recommendation A. Find that accepting the Grant Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-17 accepting the Grant Deed of a portion of the property located at 3165 Slauson Avenue – Assessor’s Parcel Number 6310-007-012. Background As part of the property development project at 3165 Slauson Avenue, the property owner is required to meet the right-of-way street widths shown in the City’s Master Plan of Streets. This Grant Deed from Shewak & Lajwanti Holdings, LLC, a California limited liability company, dedicates to the City of Vernon in fee simple title, a portion of the property at 3165 Slauson Avenue (Assessor’s Parcel Number 6310-007-012). The dedication is approximately 549 square feet in size, located on the Northeast corner of Slauson Avenue and Boyle Avenue. The improvements at the corner radius will meet the requirement of the City’s Master Plan of Streets. The dedication will increase the corner radius to 60 feet. The Certificate of Acceptance has been approved as to form by the City Attorney’s Office. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Resolution No. 2023-17 2. Certificate of Acceptance .. .. Item 10 Page 1 of 8 RESOLUTION NO. 2023-17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE GRANT DEED OF A PORTION OF THE PROPERTY LOCATED AT 3165 SLAUSON AVENUE (ASSESSOR’S PARCEL NUMBER 6310-007-012) SECTION 1. Recitals. A. Shewak & Lajwanti Holdings, LLC (Grantor) has agreed to dedicate in fee a portion of the real property commonly known as 3165 Slauson Avenue in the City of Vernon, approximately 549 square feet in size, located on the northeast corner of Slauson Avenue and Boyle Avenue, (Assessor’s Parcel Number 6310-007-012) (Property). B.Grantor has delivered to the City a grant deed dated July 7, 2023, dedicating in fee the Property to the City, a copy of which is attached hereto as Exhibit A (Grant Deed). C.The dedication is required as part of the new parcel development and will meet the City of Vernon’s Master Plan of Streets. The new right-of-way will be used for street and sidewalk purposes. D.By memorandum dated August 15, 2023, the Director of Public Works has recommended that the City accept the Grant Deed and approve the execution of the Certificate of Acceptance. E.The City Council of the City of Vernon has determined that acceptance of the Grant Deed would be in the public interest. 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 categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street. SECTION 4. The City Council of the City of Vernon hereby accepts that certain Grant Deed executed by Shewak & Lajwanti Holdings, LLC dated July 7, 2023, and attached hereto as Exhibit A. .. .. Item 10 Page 2 of 8 Resolution No. 2023-17 Page 2 of 6 _______________________ SECTION 5. The City Council of the City of Vernon hereby authorizes the Mayor to execute the Certificate of Acceptance accepting the Grant Deed for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 6. The City Council of the City of Vernon hereby directs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the actions herein approved or authorized. SECTION 7. The City Council of the City of Vernon hereby authorizes the Department of Public Works to submit the Grant Deed to the County Recorder. 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 August 15, 2023. ________________________ CRYSTAL LARIOS, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney .. .. Item 10 Page 3 of 8 RECORDING REQUESTED BY and WHEN RECORDED MAIL TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Clerk MAIL TAX STATEMEN'T'S TO: Exempt SI'ACC ABOVE THIS LINE RESERVED FOR RECORDER'S USE GRANT DEED A P N : 6310-007-012 DOCUMENTARY TRANSFER TAX IS NONE —NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE. FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, She~~vak & Lajwanti Holdings, LLC, a California limited liability com~~any (the "Gt'~IltOi•") HEREBY GRANTS) TO: City of Vernon, a body corporate and politic (the "Grantee") That certain real property (the "Conveyed Property"), as described in Exhibit "A" attached hereto and incorporated herein by this reference, and as more particularly shown on the map attached hereto as Exhibit "B" and incorporated herein by this reference. The Conveyed Property is a portion of the property owned in fee simple by the Grantor. The property is located in the City of Vernon, County of Los Angeles, State of California. Date: ~ , 2023 She~vak & Laj~vanti Holdings, LLC, a California limited liability company "Grantor" f3ha►-t Man~~~ani, Member-Owner Name, Title - -- Signatttre Name, Title Signahue Resolution No. 2023-17 Page 3 of 6 ________________________ .. .. Item 10 Page 4 of 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 C ~ - ~ - . - - - - - _ ,cC,cY`,e~rc~.cccccGcCe~`.~C~efJcC,cGc~C3cl>cS~,cccccrct>,c(`,c.<>,cx`~`,cccY>,c(`,~`,Gr,~rcc,~ 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 `-OS ~01~ 1~~ ) On 1 ~ before me, v ~I Yl ~ ~ ~ I V r ~ V.~I I (' , Date Here nsert Name and Title of the Officer personally appeared ~Y 1 ~Y T ~`JI An wan ~ Names) of Signers) who proved to me on the basis of satisfactory evidence to be the person~,a~f ~ whose name is/~rfe subscribed to the within instrument and acknowledged to me that he/s~e/thy executed the same in his/h~/the~f authorized capacity(i~s), and that by his/h~/th~r signaturel~ on the instrument the person,), or the entity upon behalf of which the person~,a~ acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .c S``~.`:.~.`~ JOANNA ROJAS "~ Notary Pubiic -California ~ J ~ Z Z - Los Angeles County ~ Signature '" ~ Commission M 2355177 ~' ~gnature of tary Public My Comr~. Expires Apr 21, 2025 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached D current Title or Type of Do u ent: ~'rl~Yl~ ~N • 131 V ' 00-1 ~ ~ ~ 2- Document Date: ~ ~"1 ~2~j Number of Pages: Signers) Other Than Named Above: Capacity(ies) Claimed by Signers) Signer's Name: C; Corporate Officer — Title(s): q Partner — Limited ~General q Individual Attorney in Fact q Trustee Guardian or Conservator C' Other: Signer Is Representing: Signer's Name: _. Corporate Officer — Title(s): Partner — ~_, Limited .General C; Individual O Attorney in Fact Trustee ~Guardian or Conservator r' Other: Signer Is Representing: %i~%c;~c;~=<;~=c,~u;~:e~=c,~:c;~.~c,~=c,~:c,~%c,~c=c,~=c,~c=c,~:c~:c,~ ~c,~ :c,~=t,~-=c,~-=c,~c,~u,~:c,~=c,~:~,~:c,~u,~ x;~~cu,~:%c;~c;~c;~c:;~;~c%c;~c c;~u;~%t;~-=~,~c:=c~-%c;~u;~=<,~u>~ 02015 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 Resolution No. 2023-17 Page 4 of 6 ________________________ .. .. Item 10 Page 5 of 8 EXHIBIT "A' LEGAL DESCRIPTION THAT PORTION OF THE RANCHO LAGUNA, SO-CALLED, OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF SLAUSON AVENUE AND BOYLE AVENUE AS SHOWN ON PARCEL MAP N0. 20190 P.M.B. 219/34-35; THENCE ALONG THE CENTERLINE OF SLAUSON AVENUE SOUTH 89'57'01" EAST 89.75 FEET; THENCE LEAVING SAID CENTERLINE NORTH 00'02'59" WEST 45.00 TO THE NORTH LINE OF SLAUSON AVENUE BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE NORTH LINE OF SLAUSON AVENUE NORTH 89°57'01" WEST 50.80 FEET TO A LINE PARALLEL WITH AND 40.00 EAST, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF BOYLE AVENUE; THENCE ALONG SAID PARALLEL LINE NORTH 1°17'31" WEST 50.80 FEET TO THE POINT OF CUSP WITH ANON -TANGENT 52.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY A RADIAL TO SAID POINT BEARS SOUTH 88'42'27" WEST; THENCE SOUTHEASTERLY 80.46 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 88'39'28" TO THE POINT OF BEGINNING. CONTAINING 549 SQUARE FEET (0.012 ACRES) OF LAND, MORE OR LESS. ALL AS PARTICULARLY SHOWN ON EXHIBIT "B", ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SURVEYOR'S NOTE THIS DESCRIPTION WAS PREPARED BY ME OR UNDER MY SAN DIRECTION AND IS A CORRECT REPRESENTATION OF THE ~o~~`~ T ~ s EASEMENT DESCRIBED HEREON. o~~~~Y ~-• NO,~q~G~,~ ~ Nco ~ ~ 6-19-2023 TY E. OMAS DATE P P.L.S. 9309 ~~9rF OF CA~~F~~~\ PAGE 1 OF 1 Resolution No. 2023-17 Page 5 of 6 ________________________ .. .. Item 10 Page 6 of 8 EXHIBIT "B" STREET DEDICAl10N 40' W Z W Q W J m1 P.O.C. LEC~ND T.P.O.B. TRUE POINT OF BEGINNING P.O.C. POINT OF COMMENCEMENT AREA OF DEDICATION NORTH GRAPHIC SCALE 30 0 15 30 N88°42'27"E (R) 0 o L=80.46' `r' R=52.00 ~ D=88°39'28„ i~ z T.P.O.B. N89°57'01 "W 50.80' ~ wl Flo o lo ~ I ~ ~ 0 zl S89°57'01 "E 89.75' — ~~ — SLAUSON AVENUE ~ SURVEYOR'S NOTE THIS DESCRIPTION WAS PREPARED BY ME OR UNDER MY ~pL ~AN~ DIRECTION AND IS A CORRECT ~,~~ ~,. 7Hp REPRESENTATION OF THE ~~~ ~y ~9iP EASEMENT DESCRIBED HEREON. ~ v~~~ No. 9309 ~: ~~ _ g-19-2023 * s~9~ o T'I' E. THOMAS DATE F OF CA~~~ ~ P.L.S. 9309 ~~ 0 Resolution No. 2023-17 Page 6 of 6 ________________________ .. .. Item 10 Page 7 of 8 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the City of Vernon by that certain Grant Deed dated July 7, 2023, executed by Shewak & Lajwanti Holdings, LLC, a California limited liability company hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. 2023-17 by the City Council of the City of Vernon on August 15, 2023, and the grantee consents to recordation thereof by its duly authorized officer. Dated: ____________, 2023 CITY OF VERNON CRYSTAL LARIOS, Mayor ATTEST: LISA POPE, City Clerk APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney .. .. Item 10 Page 8 of 8 City Council Agenda Report Meeting Date:August 15, 2023 From:Daniel S. Wall, P.E., Director of Public Works Department:Public Works Submitted by:Lissette Melendez, Project Engineer Subject Quitclaim Deed for Property Located at 5122 S. Atlantic Boulevard from Clear Channel Outdoor, LLC Recommendation A. Find that accepting the Quitclaim Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Quitclaim Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-18 accepting the Quitclaim Deed for the property located at 5122 S. Atlantic Boulevard – Assessor’s Parcel Number 6314-003-001. Background As part of the Atlantic Boulevard Bridge Widening Project, the City of Vernon entered into a Fixtures and Equipment Agreement with Clear Channel Outdoor, LLC for the removal of a billboard located at 5122 S. Atlantic Boulevard for an amount of $34,405 plus escrow fees. The City has transferred the final amount of $36,465 to an escrow account and Clear Channel has released the Quitclaim Deed for City acceptance. The Quitclaim Deed releases all right, title and interest in the real property to the City of Vernon. The Certificate of Acceptance 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. Resolution No. 2023-18 2. Certificate of Acceptance .. .. Item 11 Page 1 of 7 RESOLUTION NO. 2023-18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING INTEREST IN REAL PROPERTY CONVEYED BY THE QUITCLAIM DEED DATED JANUARY 26, 2022, FROM CLEAR CHANNEL OUTDOOR, LLC (ASSESSOR’S PARCEL NUMBER 6314-003-001) SECTION 1. Recitals. A. Clear Channel Outdoor, LLC, (Grantor) has agreed to convey to the City of Vernon a leasehold interest in that real property commonly known as 5122 S. Atlantic Boulevard, located on the northeast corner of Atlantic Boulevard and District Boulevard, (Assessor’s Parcel Number 6314-003-001) (Property). B. Grantor has delivered to the City a Quitclaim deed dated January 26, 2022, releasing all right, title and interest in the real Property to the City, a copy of which is attached hereto as Exhibit A (Quitclaim Deed). C. The quitclaim is required as part of the Fixtures and Equipment Agreement with Clear Channel Outdoor, LLC approved by City Council on March 15, 2022. The Agreement is part of the Atlantic Bridge Improvement Project. The new right-of-way will be used for bridge widening purposes. D. By memorandum dated August 15, 2023, the Director of Public Works has recommended that the City accept the Quitclaim Deed and approve the execution of the Certificate of Acceptance. E. The City Council of the City of Vernon has determined that acceptance of the Quitclaim Deed would be in the public interest. 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 categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Quitclaim Deed, the project would involve negligible expansion of an existing street. SECTION 4. The City Council of the City of Vernon hereby accepts that certain Quitclaim Deed executed by Clear Channel Outdoor, LLC dated January 26, 2022, and attached hereto as Exhibit A. .. .. Item 11 Page 2 of 7 Resolution No. 2023-18 Page 2 of 5 _______________________ SECTION 5. The City Council of the City of Vernon hereby authorizes the Mayor to execute the Certificate of Acceptance accepting the Quitclaim Deed for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 6. The City Council of the City of Vernon hereby directs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the actions herein approved or authorized. SECTION 7. The City Council of the City of Vernon hereby authorizes the Department of Public Works to submit the Quitclaim Deed to the County Recorder. 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 August 15, 2023. ________________________ CRYSTAL LARIOS, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney .. .. Item 11 Page 3 of 7 Resolution No. 2023-18 Page 3 of 5 ________________________ .. .. Item 11 Page 4 of 7 ACKNOWLEDGEMENT 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. STA TE OF ARIZONA ) COUNTY OF (n,ia;l,• Cff� ) On �n_JG1 ,20J� before me, /� �<!11<,c Notary Public, personally appeared == "-� who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s ), or the entity upon behalf of which the person(s) acted, executed the instrument. J certify under penalty of perjury under the laws of the State of Arizona that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (i) KATERYJtA HALFWASSNotary Public · State ot ArtmnaMARICOPA COUNTY Commillion I 54"80 Expires July 5, 2()22 (Seal) Resolution No. 2023-18 Page 4 of 5 ________________________ .. .. Item 11 Page 5 of 7 Resolution No. 2023-18 Page 5 of 5 ________________________ .. .. Item 11 Page 6 of 7 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) APN: 6314-003-001 Interest Conveyed: Leasehold Interest Project: Rehabilitation of Atlantic Boulevard Bridge over the Los Angeles River Title Co.: Commonwealth Land Title Company Title Order No.: 08025450 Escrow Holder: Commonwealth Land Title Company Escrow No.: This is to certify that the interest in real property conveyed to or created in favor of the City of Vernon by that certain Grant Deed dated January 26, 2022, executed by Clear Channel Outdoor, LLC, a Delaware limited liability company (also identified as Clear Channel Company) is hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. 2023-18 by the City Council of the City of Vernon on August 15, 2023, and the grantee consents to recordation thereof by its duly authorized officer. Dated: ____________, 2023 CITY OF VERNON CRYSTAL LARIOS, Mayor ATTEST: LISA POPE, City Clerk APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney .. .. Item 11 Page 7 of 7 City Council Agenda Report Meeting Date:August 15, 2023 From:Todd Dusenberry, General Manager of Public Utilities Department:Public Utilities Submitted by:Adriana Ramos, Administrative Analyst Subject Services Agreements with A.M. Ortega Construction, Inc. and Energy Experts International, Inc. for Natural Gas Project Design, Construction and Repair Services 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 contracted services consist of the maintenance, repair or minor alteration of existing facilities and equipment and involve negligible or no expansion of an existing use; and B. Approve and authorize the City Administrator to execute two separate three-year Services Agreements for Natural Gas Project Design, Construction and Repair Services for which a combined amount of costs incurred shall not-to-exceed $690,000 over the term of the agreements, with: 1). A.M. Ortega Construction, Inc., in substantially the same form as submitted for a total amount not-to-exceed $690,000, for a three-year term; and 2). Energy Experts International, Inc., in substantially the same form as submitted, for a total amount not-to-exceed $690,000, for a three-year term. Background The Natural Gas Division of the City’s Public Utilities Department (VPU) was established in 2006 with a large distribution system and transmission system to serve the City’s robust industrial sector. The City provides natural gas service to approximately 125 commercial and industrial customers and has the infrastructure to serve about 900 customers within the City’s service area. Although Vernon may be a small city with a gas utility, it is one of the largest municipal gas providers by volume in the United States. As a small gas utility, Vernon maximizes the operational efficiency of its gas system by using full- time employees to handle daily operating requirements while using outside expertise for other periodic or otherwise specialized requirements. This strategy maintains efficiencies, keeps internal costs competitive, and ensures that expertise and experience are available and applied when needed. VPU currently utilizes A.M. Ortega Construction, Inc. (AMO) for natural gas project design, construction, and repair services. AMO assists the VPU Natural Gas staff with several unpredictable factors, such as new customer connections, technical engineering, project design, pipeline safety assessments, compliance with new and pending regulations, and potential repairs due to system leaks and mechanical failures. However, the existing Services Agreement with AMO is set to expire on August 30, 2023. To avoid a lapse in this essential service, staff issued a Request for Proposals (RFP) for Natural Gas Operational and Compliance Support Services on May 15, 2023 in accordance with Vernon Municipal Code Section 3.32.080. The RFP was advertised on the City's Planet Bids platform. The RFP identified services needed such as welding of steel gas pipe, the fusion of polyethylene (PE) distribution line, pressure testing of steel and PE pipe, excavation and installation of steel or PE pipe, shoring of trenches and pits above gas lines, technical and maintenance support of regulator stations, pipeline damage repair, and emergency support services. .. .. Item 12 Page 1 of 125 Three companies responded to the RFP by the June 1, 2023 deadline. A qualified panel thoroughly examined each proposal utilizing criteria to measure experience, work plan, references, and cost. Staff concluded that the proposals of AMO and Energy Experts International, Inc. (EEI) demonstrated the best expertise, experience, and comprehensive approach to the services requested in the scope of work detailed in the RFP. Additionally, for technical design and engineering support services, as detailed in the RFP scope of work, contracting both AMO and EEI will allow the City to compare the costs and availability of each contractor. VPU intends to utilize the services of AMO for construction and/or repair support services, but when project technical design and engineering support services are required, VPU will request informal bids from both AMO and EEI and issue a service order to the contractor that best fits the project. Therefore, staff recommends that the City Council approve a three-year Services Agreement with both AMO and EEI for natural gas operational project design, construction, and repair services, each for a total amount not to exceed $690,000 (or $230,000 annually). While the total of each contract is set at $690,000, any amount paid to either AMO or EEI shall count towards the combined total which shall not exceed $690,000. The proposed Services Agreements have been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact The fiscal impact for both contracts is a combined not-to-exceed $690,000 for the term of the three years. The forecast of the not-to-exceed amount of $690,000 for the three-year term or $230,000 per year is based on historical expenditures and market inflation. The contractors’ fees will be based on actual work performed. Sufficient funds to cover the costs of the services are available in the Gas Enterprise Fund, Repairs & Maintenance Account No. 056-060-600-529000, and Professional Services-Technical Account No. 056-060-600-529225 for the current fiscal year and will be budgeted in subsequent fiscal years. Attachments 1. Services Agreement – A.M. Ortega Construction, Inc. 2. Services Agreement – Energy Experts International, Inc. .. .. Item 12 Page 2 of 125 Page 1 of 18 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND A.M. ORTEGA CONSTRUCTION, INC. FOR NATURAL GAS PROJECT DESIGN, CONSTRUCTION AND REPAIR SERVICES COVER PAGE Contractor: A.M. Ortega Construction, Inc. Responsible Principal of Contractor: A. Maurice Ortega, President Notice Information – Contractor: A.M. Ortega Construction, Inc. 10125 Channel Road Lakeside, CA 92040 Attention: A. Maurice Ortega, President Telephone: (619) 390-1988 Notice Information – City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Todd Dusenberry, General Manager of Public Utilities Telephone: (323) 583-8811 ext. 579 Commencement Date: August 31, 2023 Termination Date: August 30, 2026 Consideration: Total not to exceed $690,000 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years, pursuant to Section 11.20 .. .. Item 12 Page 3 of 125 Page 2 of 18 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND A.M. ORTEGA CONSTRUCTION, INC. FOR NATURAL GAS PROJECT DESIGN, CONSTRUCTION AND REPAIR SERVICES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and A.M. Ortega Construction, Inc., 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 August 15, 2023. 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 15, 2023, and titled Natural Gas Project Design, Construction and Repair Services, and Contractor's proposal to the City ("Proposal") dated June 1, 2023, 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 August 31, 2023, and it shall continue until August 30, 2026, 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 .. .. Item 12 Page 4 of 125 Page 3 of 18 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 $690,000 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 .. .. Item 12 Page 5 of 125 Page 4 of 18 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 .. .. Item 12 Page 6 of 125 Page 5 of 18 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. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. 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. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (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, .. .. Item 12 Page 7 of 125 Page 6 of 18 injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. iv. Professional Errors and Omissions coverage in a sum of at least $1,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. 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. vi. Excess Coverage – Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to project it as a named insured. Any umbrella liability policy or excess liability policy will in “following form” and will contain a provision to the effect that, if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance. vii. 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 .. .. Item 12 Page 8 of 125 Page 7 of 18 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. viii. 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. ix. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. x. 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. xi. 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 Contract 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. .. .. Item 12 Page 9 of 125 Page 8 of 18 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. .. .. Item 12 Page 10 of 125 Page 9 of 18 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 .. .. Item 12 Page 11 of 125 Page 10 of 18 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 Proposals shall control over the Contractor’s Proposal. 11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no .. .. Item 12 Page 12 of 125 Page 11 of 18 presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof. 11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Todd Dusenberry, General Manager of Public Utilities 4305 Santa Fe Avenue Vernon, CA 90058 If to the Contractor: A.M. Ortega Construction, Inc. Attention: A. Maurice Ortega, President 10125 Channel Road Lakeside, CA 92040 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. .. .. Item 12 Page 13 of 125 Page 12 of 18 11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. 11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor .. .. Item 12 Page 14 of 125 Page 13 of 18 shall be required to provide such document and other information within fifteen (15) days of the request. 11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 11.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon .. .. Item 12 Page 15 of 125 Page 14 of 18 compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay. 11.24 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City agreements. In addition, the selected consultant 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. 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]. .. .. Item 12 Page 16 of 125 .. .. Item 12 Page 17 of 125 Page 16 of 18 EXHIBIT A CONTRACTOR'S PROPOSAL .. .. Item 12 Page 18 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 City of Vernon Gas Project Design – Construction & Repair Services RFP Due: June 1, 2023 Time: 2:00 PM Proposal Prepared By: Paul Makar, .. .. Item 12 Page 19 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 June 1, 2023 City of Vernon Attention: Claudia Arellano, Utilities Program Analyst 4305 Santa Fe Ave. Vernon, CA. 90058 RE: Natural Gas Project Design – Construction & repair Services Dear Mr. Claudia, A.M. Ortega Construction, Inc. is pleased to submit this proposal to provide Natural Gas Project Design – Construction & Repair Services to the City of Vernon on an as-needed basis. If this contract is awarded to A.M. Ortega, we will field crews comprised of craft workers represented by the IBEW Local 47 and the UA Locals 250, 345, and 469, under the overall supervision of A.M. Ortega’s Director of operations, Valorus Cromwell. services will be provided in-house by A.M. Ortega’s staff of professional utility system designers, and civil engineering services will be provided by our subcontractor partners for our work with City of Vernon. A.M. Ortega will comply with the general conditions as stipulated in the RFP instructions, and any applicable special terms and conditions which may be applicable to individual projects awarded under the agreement. We agree to furnish all necessary and incidental labor, services, materials, supplies, insurance, equipment and transportation, tools, and other facilities required for the prompt and efficient execution of the work at the appropriate hourly rates for labor and equipment, and at Cost Plus 10% for materials and services provided by vendors and subcontractors. This proposal is based upon an as-needed construction schedule to be determined by the City of Vernon, where the term of the Contract shall not exceed One (1) year. This proposal is valid for a period of not less than ninety (90) days. A.M. Ortega has a well-established safety program, detailed in the Safety Program section of this proposal, which has led to an excellent safety record. Our Experience Modification Ratings (EMR) for the previous three years are 1.09 (2020), 1.23 (2021), and 0.96 (2022). You will find a detailed explanation of these EMR in the Safety Section. This proposal includes work to be performed by specialty subcontractors, including Utilicoor Engineering, California Boring, RTL Equipment, & Penhall Company. A.M. Ortega also employs 3rd party vendors for trucking and hauling, dump fees, and materials deliveries which vary depending on the project. A.M. Ortega reserves the right to substitute qualified subcontractors for non-specialized work as needed to complete the work. .. .. Item 12 Page 20 of 125 .. .. Item 12 Page 21 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Introduction & General Scope Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 A.M. Ortega Construction, Inc. has been providing Natural Gas Construction and Repair Support to the City of Vernon under a substantially similar contract for the past 9 years. Under the existing agreement, A.M. Ortega has deployed forces to assist the city in the installation of underground pipeline facilities on the 6” PE Distribution System and the 10” Steel Transmission System. We are intimately familiar with the City of Vernon’s Standard Operating Procedures for the award and performance of work under this agreement and are prepared to continue providing excellent customer service and the highest quality workmanship for the City’s natural gas facilities. For the purposes of clarity, A.M. Ortega Construction, Inc understands the general scope of work for the Natural Gas Project Design – Construction and Repair services project to entail the following tasks to be performed on an as-needed basis, as indicated for the duration of the Service Agreement, by the City of Vernon: · Provide project design services for the City’s Natural Gas System, as needed. · Prepare construction plans and as-builts in relation to VPU’s natural gas infrastructure and projects. · Provide full construction package of work performed upon project completion. · Package could include but is not limited to documents of tests performed, as-builts, · etc., as determined by City staff. · Consult with City Staff to explore design and construction operations to solve complex natural gas issues. · Construction and repair support services to be performed by operator qualified personnel include, but are not limited to: o Welding high-pressure steel gas pipe o Fusion of PE distribution lines o Pressure testing of steel and PE pipe (with appropriate documentation) o Excavation and installation of steel or PE pipe o Shoring of trenches and excavations o Technical and maintenance support of regulator stations o Obtaining encroachment permits and perform traffic control management. · Emergency and other support services include: o Recovery from an unforeseen event or natural disaster such as a major earthquake o Gas system support with operator qualifies personnel, as needed, in the even VPU does not have sufficient resources. · 6” polyethylene (PE) gas distribution system .. .. Item 12 Page 22 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Introduction & General Scope Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 · 10” high pressure steel gas transmission system · Two distribution regulator stations · Welding of high-pressure steel gas pipe · Fusion of PE distribution line · Pressure testing of steel and PE pipe · Excavation and installation of steel or PE pipe · Shoring of trenches and pits above gas lines · Technical and maintenance support or regulator stations · Pipeline damage repair · Recovery from a natural disaster such as a major earthquake · Gas system support, as needed, in the event the City does not have sufficient resources · Specialty smoothing of two or more sharp bends in the ten-inch steel transmission line prior to the next in-line assessment to occur in 2018 or earlier. · Obtain encroachment permit and traffic control management. · Any additional work as needed for the City’s natural gas infrastructure. · Identify Operator Qualification (OQ) provider i.e., Energy WorldNet, Veriforce, etc. · Provide OQ records of all employees working on City projects. A.M. Ortega further understands that the scope is not limited to the above-listed tasks. We are familiar with the City’s project-based award system, where individual projects are budgeted using the contract rates prior to the start of work on a Not to Exceed basis. Furthermore, we are accustomed to the City’s procedures for inspections, Operator Qualifications review, and permitting. .. .. Item 12 Page 23 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Work Plan Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 A.M. Ortega Construction, Inc., has been serving all of Southern California since 1974. At present, A.M. Ortega has 2 central office locations and several other dispatch yards. Our workforce consists of over 200 field employees in both our Gas Pipeline and Conduit Divisions. Our office and administrative team consist of approximately 50 Accounting Specialists, Estimators, Project Managers, Administrative Professionals, and Senior Management roles. In addition, our Fleet Maintenance Department is fully staffed with mobile and shop-based mechanics. Our Paving and Grading Divisions, based out of the Lakeside Corporate Headquarters, support Pipeline and Conduit projects throughout our service area. A.M. Ortega Construction, Inc., is prepared to field up to eight individual crews to complete projects covered by this RFP. These crews will be compromised of craft workers represented by the International Brotherhood of Electrical Workers (IBEW), Local Union 47 and Local Union 569, and the United Association Union of Plumbers, Fitters, Welders, and Service Technicians, Local Unions 250, 345, and 460. A.M. Ortega crews are composed entirely of men and women represented by these unions. Our crews will be sized according to the volume of work included in each project, and the schedule constraints of that project. Additionally, our in-house Design Team can provide project design and support for the needs of the City’s Natural Gas System. Our designers are familiar with the City’s design standards and criteria and have experience of recent projects including the 26th Street Bridge Pipeline Installation, which was designed by A.M. Ortega. In general, a crew for Gas System Construction & Repair Services would have 3 -8 members, including: (1) Foreman (1 - 2) Equipment Operators (1) Arc Welder or Polyethylene Fuser (1) Welder’s or Fuser’s Helper or Apprentice (1 - 6) Underground Technicians or Metal Trades Laborers Such a crew would be provided with the following equipment: (1 - 2) Crew Truck(s) (F-450 Utility Bed or Similar) (1) Welder’s Rig (1 - 2) Backhoe Loaders (1) PE Pipe Dolly (If needed) (1) Air Compressor, 185 CFM (1) Pipe Trailer A.M. Ortega has in-house design professionals ready to provide natural gas transmission, distribution and regulator station, design, engineering, project management and construction .. .. Item 12 Page 24 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Work Plan Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 management services. We offer a wide range of support services and programs. The inhouse Design team consists of: (1) Design Manager (4) Designers (1) Drafter Plus Sub-Consultant Engineers as needed. Some of our capabilities include: Design/build programs Maintenance programs Full-service engineering and design programs Project Management services PLSCADD and CAD mapping and drafting design services Line and service extensions Constructability reviews Material procurement and management programs Emergency and after-hours action planning/response services Regularly scheduled climbing inspection and utility look-up Transmission engineering projects Distribution system inventory and condition assessment services Residential, commercial, and industrial distribution design services GPS survey services Gas regulator stations Large meter stations Pipe and fitting sizing CNG stations DOT line relocations Main extensions Material specifications System updates. Site surveys Contract administration Construction inspection and management services DOT permit applications ROW requirements and acquisition Project resource loading Engineering, Procurement and Construction (EPC) Development of strategies and processes Logistical planning Safety and quality plans for site personnel management Testing and commissioning support Construction staking and field coordination. Additional third-party dump trucks, ready mix concrete trucks, and other delivery vehicles would be employed as needed. Generally speaking, A.M. Ortega is presently able to respond to an emergent request for service in the City of Vernon with as little as one day’s advance notice, provided that the project is already prepared for work, including Underground Service Alert mark-out and permitting by the City. For non-emergency work, we are able to respond to requests for budgeting within one .. .. Item 12 Page 25 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Work Plan Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 business day; work can begin as early as 3 working days following acceptance of a budget proposal by the city and issuance of a job package and permit for construction. Throughout our 47-year history, A.M. Ortega has provided exceptional service to our utility company and private customers. Working to ensure that all our projects are completed on time and within the budget constraints provided, we have built a team of Superintendents, Estimators, Project Managers, Foreman, and field employees who are experts in the Companies’ standards, municipal requirements, and safe work practices for the installation of electric and communications conduits and gas pipelines. A.M. Ortega crews are prepared to take on dry utility construction projects from the generating station to the customer house connection anywhere in the Southwest. With completed projects at every level of complexity, from riser replacements, customer secondary connections, and telecommunications service conduits to complete Rule 20A Distribution Conversions, Underground Electric Transmission duct bank projects, high pressure steel pipeline installations, and plastic main replacements with service tie-overs, as well as new development construction, A.M. Ortega crews have the experience necessary to continue to provide exceptional quality and on time completions for projects in Southern California and beyond. .. .. Item 12 Page 26 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Rates valid through August 31, 2026 Prevailing Wage Time and Equipment (Hourly) Rates For Work Performed for: City of Vernon Service Short Text UOM September 1, 2022, to August 31, 2023 September 1, 2023, to August 31, 2024 September 1, 2024, to August 31, 2025 September 1, 2025, to August 31, 2026 Foreman (DT) HR $270.06 $274.15 $285.12 $299.37 Foreman (ST) HR $155.20 $157.54 $163.84 $172.03 Foreman (TH) HR $212.62 $215.85 $224.48 $235.71 Foreman (PVG) HR $200.38 $206.39 $214.64 $225.37 Laborer (DT) HR $144.13 $148.45 $154.39 $162.11 Laborer (ST) HR $83.15 $85.65 $89.07 $93.52 Laborer (TH) HR $111.98 $115.35 $119.96 $125.96 Laborer (PVG) HR $118.96 $122.53 $127.43 $133.80 Welder-ARC (DT) HR $199.56 $205.54 $213.76 $224.45 Welder-ARC (ST) HR $111.98 $144.26 $150.03 $157.53 Welder-ARC (TH) HR $155.22 $159.88 $166.27 $174.59 Polyethylene Fuser (DT) HR $199.56 $205.55 $213.77 $224.46 Polyethylene Fuser (ST) HR $111.98 $115.34 $119.95 $125.95 Polyethylene Fuser (TH) HR $155.22 $159.88 $166.27 $174.59 Equipment Operator (DT) HR $199.56 $205.55 $213.77 $224.46 General Conditions: ** 4 Hour minimum for all Labor and Equipment ** Equipment Delivery Time is Billable** ** All billings shall be portal to portal from the time of dispatch to the return to the location of dispatch. ** Workmen called out form home shall be billable until time of return home. ** The Customer shall bear all responsibility for permits, authorizations, rights of entry, plans, specifications, and direction of the work, and shall be responsible for the cost of same. ** All crews composed of workmen covered by these rates shall include a Foreman. ** The selection of the Foreman shall be made by A.M. Ortega based on the type of work performed. ** Teeth, cutting edges, and consumable parts shall be considered billable. ** Standard rates are for the first 8 hours of the workday, starting and ending between 7:00 AM and 5:00PM Monday through Friday. ** Double time rates are for work after the 12th hour in a single day, and for work starting after 9:00 PM or before 7:00 AM Monday to Saturday, and on all Sundays and Holidays. ** It is assumed that a single crew will carry a job to completion – crews will not be rotated during an active job. .. .. Item 12 Page 27 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Equipment Operator (ST) HR $111.98 $115.34 $119.95 $125.95 Equipment Operator (TH) HR $149.25 $159.88 $166.27 $174.59 Equipment Operator (PVG) HR $151.54 $156.08 $162.33 $170.44 Driver/Teamster (DT) HR $138.59 $148.45 $154.39 $162.11 Driver/Teamster (ST) HR $83.15 $85.64 $89.07 $93.52 Driver/Teamster (TH) HR $111.98 $115.34 $119.95 $125.95 Designer (Journeyman) HR $147.27 $151.69 $157.76 $165.64 Sr. Designer HR $153.68 $158.29 $164.62 $172.85 Supervising Designer HR $184.70 $190.24 $197.85 $207.74 Service Short Text UOM September 1, 2022, to August 31, 2023 September 1, 2023, to August 30, 2024 September 1, 2023, to August 30, 2024 September 1, 2023, to August 30, 2024 AirCompr-185CFMw- JckHamrClay Digger & hose HR $21.70 $22.35 $23.25 $24.41 Arrow Board HR $9.14 $9.41 $9.79 $10.28 Breaker for 580 Backhoe HR $35.00 $36.05 $37.49 $39.37 Breaker for 710 Backhoe HR $43.67 $44.98 $46.78 $49.12 Backhoe-580 HR $44.50 $45.84 $47.67 $50.05 Backhoe-580 w/hammer attachment HR $80.70 $83.12 $86.45 $90.77 Backhoe-710 HR $70.36 $72.47 $75.37 $79.14 Backhoe-710 w/hammer attachment HR $114.03 $117.45 $122.15 $128.26 Type II Barricade DAY $0.37 $0.38 $0.40 $0.42 Type II Barricade HR $0.86 $0.89 $0.92 $0.97 Bobcat / Skidsteer HR $48.87 $50.34 $52.35 $54.97 Bobcat / Skidsteer w/ attachment HR $83.89 $86.41 $89.86 $94.36 Chipping Gun HR $3.02 $3.11 $3.24 $3.40 Large Compactor HR $40.35 $41.56 $43.22 $45.38 Delineators/Cones HR $0.29 $0.30 $0.31 $0.33 Delineators/Cones DAY $0.40 $0.41 $0.43 $0.45 .. .. Item 12 Page 28 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Core Drill up to 10” HR $201.04 $207.07 $215.35 $226.12 Dozer-Sideboom CAT D4/JD 450/equilavlnt HR $56.11 $57.79 $60.11 $63.11 Electric Flat Saw HR $201.04 $207.07 $215.35 $226.12 3 Axle Equipment Carrier HR $34.56 $35.60 $37.02 $38.87 Excavator Cat 215 or equivalent HR $119.44 $123.02 $127.94 $134.34 Excavator-Trackhoe HR $247.00 $254.41 $264.59 $277.82 Excavator-Mini HR $46.26 $47.65 $49.55 $52.03 Flat Saw up to 18” HR $177.22 $182.54 $189.84 $199.33 Flat Saw beyond 18.1” HR $177.22 $182.54 $189.84 $199.33 Telehandler Forklift-10K Capacity HR $70.75 $72.87 $75.79 $79.58 Telehandler Forklift-12K Capacity HR $82.40 $84.87 $88.27 $92.68 Telehandler Forklift-5K Capacity HR $45.56 $46.93 $48.80 $51.24 Generator HR $7.95 $8.19 $8.52 $8.94 Jackhammer-Clay digger-30 lbs HR $3.91 $4.03 $4.19 $4.40 Jackhammer-60 lbs HR $4.65 $4.79 $4.98 $5.23 Jackhammer-90 lbs HR $5.32 $5.48 $5.70 $5.98 Light Tower Daily DAY $12.25 $12.62 $13.12 $13.78 Loader-910-920Cat or JohnDeere 624-644 HR $137.89 $142.03 $147.71 $155.09 Loader-926 Cat or 1.4yd Wheel HR $99.03 $102.00 $106.08 $111.38 Mini Excavator w/ attachment HR $77.20 $79.52 $82.70 $86.83 Miscellaneous Equipment HR $1.08 $1.11 $1.16 $1.21 Cement Mixer HR $13.35 $13.75 $14.30 $15.02 Leeboy 8515 Paving Machine HR $166.99 $172.00 $178.88 $187.82 Asph Cold Planer-4hr min-255 Hp-w/belt HR $239.03 $246.20 $256.05 $268.85 Plate Delivery HR $164.28 $169.21 $175.98 $184.78 4x8 Plate Day- Non Skid DAY $4.11 $4.23 $4.40 $4.62 6x10 Plate Day- Non Skid DAY $5.84 $6.02 $6.26 $6.57 6x8 Plate Day- Non Skid DAY $5.23 $5.39 $5.60 $5.88 8x10 Plate Day- Non Skid DAY $7.14 $7.35 $7.65 $8.03 Pneumatic mole boring projectile 1" HR $19.26 $19.84 $20.63 $21.66 .. .. Item 12 Page 29 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Pneumatic mole boring projectile 2" HR $19.26 $19.84 $20.63 $21.66 Pneumatic mole boring projectile 3" HR $19.26 $19.84 $20.63 $21.66 Pneumatic mole boring projectile 4" HR $19.26 $19.84 $20.63 $21.66 Pneumatic mole boring projectile 5" HR $19.26 $19.84 $20.63 $21.66 Fresh Air Pump-Electric HR $18.27 $18.82 $19.57 $20.55 Pumps-Trash HR $20.56 $21.18 $22.02 $23.13 Water Pump 2" HR $9.03 $9.30 $9.67 $10.16 Power Puff Compactor HR $5.09 $5.24 $5.45 $5.73 Radios DAY $10.94 $11.27 $11.72 $12.30 3-5 Ton Roller (Small Asphalt Roller) HR $48.07 $49.51 $51.49 $54.07 5-8 Ton Roller (Large Asphalt Roller) HR $71.80 $73.95 $76.91 $80.76 Construction Signs DAY $5.70 $5.87 $6.11 $6.41 Sprayer, Emulsion-230 gallon HR $30.00 $30.90 $32.14 $33.74 Spreader-Layton HR $81.25 $83.69 $87.04 $91.39 Steel Plates Move Off Charge 0-8 EA $217.43 $223.95 $232.91 $244.56 Steel Plates Move On Charge 0-8 EA $217.43 $223.95 $232.91 $244.56 Tack Machine HR $20.38 $20.99 $21.83 $22.92 Trailer, Dolly HR $10.19 $10.50 $10.92 $11.46 Trailer-Equipment Flatbed HR $19.26 $19.84 $20.63 $21.66 Vac Trailer-800 Gallon HR $56.80 $58.50 $60.84 $63.89 Trailer-750 gallon water trailer HR $20.58 $21.20 $22.05 $23.15 Boom Truck-10-12 Ton HR $99.23 $102.21 $106.30 $111.61 Utility Bed Bucket Truck-48'-56' HR $61.51 $63.36 $65.89 $69.18 Dump Truck-10yd HR $131.74 $135.69 $141.12 $148.18 Dump Truck-10yd (DT) HR $189.81 $195.50 $203.32 $213.49 Dump Truck-10yd (TH) HR $160.77 $165.59 $172.22 $180.83 Dump Truck-5yd HR $115.11 $118.56 $123.31 $129.47 Dump Truck-5yd (DT) HR $173.19 $178.39 $185.52 $194.80 Dump Truck-5yd (TH) HR $144.15 $148.47 $154.41 $162.13 Dump Truck-Super 10 HR $140.69 $144.91 $150.71 $158.24 Dump Truck-Super 10 (DT) HR $198.77 $204.73 $212.92 $223.57 .. .. Item 12 Page 30 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Dump Truck-Super 10 (TH) HR $169.73 $174.82 $181.81 $190.91 Flatbed Truck-2 Ton HR $32.56 $33.54 $34.88 $36.62 Flatbed or Utility Bed-1 Ton HR $44.19 $45.52 $47.34 $49.70 Material Truck-2 ton wLift Gate HR $22.36 $23.03 $23.95 $25.15 Pickup Truck 1-Assist HR $15.97 $16.45 $17.11 $17.96 Pickup Truck-1 Ton wTools & Cell-Radio HR $15.76 $16.23 $16.88 $17.73 5 Ton Service Body Truck with Crane HR $44.30 $45.63 $47.45 $49.83 Truck Tractor & Lowboy HR $81.03 $83.46 $86.80 $91.14 Utility Truck w All necessary tools B HR $44.30 $45.63 $47.45 $49.83 Water Truck 2000 gallon HR $45.18 $46.54 $48.40 $50.82 Water Truck 4000 gallon HR $81.63 $84.08 $87.44 $91.81 1 Ton Weld Truck w250 Amp or Below HR $35.45 $36.51 $37.97 $39.87 Vibratory Plate HR $11.69 $12.04 $12.52 $13.15 Wacker HR $11.93 $12.29 $12.78 $13.42 Water Wagon (200-500) gallons HR $16.79 $17.29 $17.99 $18.88 120-140 Amp Arc Welder Machine HR $8.77 $9.03 $9.39 $9.86 Welding Rig-Excl Fuel HR $35.45 $36.51 $37.97 $39.87 Acetylene Welding Rig or Truck HR $32.79 $33.77 $35.12 $36.88 ARC Welding Rig or Truck HR $32.79 $33.77 $35.12 $36.88 .. .. Item 12 Page 31 of 125 California Contractor’s License # A-486311 Ability of the Proposer to Perform Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 Summary In keeping with your instructions in this RFP, we have provided on subsequent pages information related to our ability to perform the work in accordance with your expectorations and requirements. In addition to this summary sheet, you will find enclosed a brief selected list of projects that we have completed for the city, projects completed for other clients with a similar scope in the last year, a brief listing of key supervisors’ experience, and a selection of corporate references. As you may be aware, A.M. Ortega is the City’s incumbent contractor for the City of Vernon for Gas Construction and Repair Services. Since 2014, A.M. Ortega has completed more than 30 distinct projects for the city, ranging in scope from individual potholes to the complete design and construction of a new pipeline segment across the 26th Street Bridge spanning the LA River west of Soto Street. During the same period, we have completed dozens of similar projects for other local clients, and we remain ready to support the city with the on-time completion of any project of any size. A.M. Ortega’s forces which support the city are located at our Corona Headquarters, where we have management, field supervisors, and administrative staff to support the requirements for working on natural gas facilities; our facility in Corona includes a fully equipped training center for Operator Qualification training and testing, and our Compliance Department. A.M. Ortega currently maintains 8 Operator Qualified pipeline crews at our Corona HQ, with plans to increase it to 10 in the next year. We provide emergency response services through our 24-hour telephone number, which is answered after hours by a rotating cohort of managers and supervisors. A.M. Ortega regularly responds to after-hours emergencies for natural gas incidents for a variety of clients, providing everything from ancillary support services to full pipeline replacements on an on-call basis. We maintain a 4-hour response window for work in the City of Vernon for emergency response efforts. Our Utility System Design team has completed one project for the city, and hundreds of others for our other clients; our staff are deeply familiar with City’s requirements and prevailing local design standards. We hope that we have demonstrated that A.M. Ortega can meet the City’s needs and requirements for contractor support for gas system design, construction, and repair services, and that you will select A.M. Ortega for the next iteration of this contract. .. .. Item 12 Page 32 of 125 California Contractor’s License # A-486311 Ability of the Proposer to Perform Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 Please find listed below a selection of projects A.M. Ortega completed for The City of Vernon. Please note that this list is not exclusive and has been selected to demonstrate our experience with the City’s facilities and the various types of work performed by the contractor under this agreement. Vernon -Pipe Sand blast – (April 2023) Soto St. Power Plant –(October-2022) Indian St. –(October-2022) Packers Ave – (January -2021) 4201 Fruitland Ave–(Sebtmber-2020) Abd Purge Stacks Soda St. –(August-2020) Seville Street Test Holes – (April 2020) Excavation of Test Holes Design/Engineering & Construction of 26th Street Bridge Project – (February 2020) Plan and Profile Drawings for a proposed pipeline with all supporting documentation and construction. Southland Box – (August 2019) Install Main Extension 4401 South Downey Road – (August 2019) Extend Main and Replace Service 5200 Boyle Avenue – (July 2018) Install Service and Abandon Stub Soto Street at Vernon Avenue – (July 2018) Farmer John Raise Service Height .. .. Item 12 Page 33 of 125 California Contractor’s License # A-486311 Ability of the Proposer to Perform Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 In addition, please find below listed a brief selection of recently completed projects which are similar in scope to the services being requested in this RFP. This list is not exclusive – we have selected projects to highlight our capabilities. Install 4” PE Main, 9000 LF, Malibu Canyon Road, For Southern California Electrical Firm (June 2020) As a part of a joint trench installation, install approximately 9000 lineal feet of 4” PE main. Replace Barracks Gas Lines, Naval Base Point Loma, for Public Works Contracting, Inc. (January to April 2020) Complete replacement of natural gas distribution system serving 32 buildings on Naval Base Point Loma (Topside). Natural Gas Facilities Installation, Voight Street Improvements, for SRK Engineering (January to Present, 2020) Install 6” and 8” PE main and related services connections for the relocation of underground facilities in support of road construction project. Includes hot tie in of large hospital. Install 6” PE Main, Waste Management Pressure Betterment, Palmdale, CA, for Southern California Gas Company (August 2019-March 2020) Install approximately 5000 feet of new 6” PE main by open cut and bore methods for installation of new MSA. Construct new 6” inlet 6” outlet commercial MSA. .. .. Item 12 Page 34 of 125 California Contractor’s License # A-486311 Ability of the Proposer to Perform Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 Management and Supervisors Staff Experience Summaries In accordance with your instructions in this RFP, we have provided below a brief summary of the experience and qualifications of our management team and field supervisors with regard to Natural Gas Pipeline Construction and Utility System Design for your use in reviewing our qualifications. As you may know, A.M. Ortega supports the City of Vernon with our highest level of management staffing – pricing and administrative support is provided by our Estimating Division Manager, and construction management is provided by our General Superintendent for Gas. This level of support will continue in the design scope, with direct communication with our Design Manager, Bill Belt. Valorus Cromwell– Estimating Division Manager Mr. Val brings a diverse collection of education and management experience, along with 30 years of estimating and leading underground and overhead utility projects in the Southern California region as he continues to bid and manage projects for all types of underground dry utilities construction. 2021-Present A.M. Ortega Construction, Inc. Estimation Manager/ Director of Operations 2009-2021 DC Power/DCXcavation, Inc Estimation Manager/ Director of Operations Rudy Hernandez– General Superintendent (Gas) Mr. Hernandez’s 20 years of experience building natural gas facilities in Southern California is invaluable as he continues to lead complex and diverse construction projects from the front with A.M. Ortega. 2019-Present A.M. Ortega Construction, Inc. Superintendent 2013-2019 A.M. Ortega Construction, Inc. General Foreman 2007-2013 A.M. Ortega Construction, Inc. Pipe Fuser 2001-2007 Arizona Pipeline Transmission Construction Laborer Enis Urquhart – Safety Manager (Corona HQ) Mr. Urquhart is a highly accomplished global Environmental Health and Safety Manager with expertise across all industries such as Aerospace, Bio-Tech, Petroleum, Utilities, Military, and Factories. Certified subject matter expert in all areas of Environmental Health and Safety including Safety Inspections, Audits, Emergency Response, Hazardous Waste, Material Handling, and Transportation of Hazardous Materials. Skilled in administering all applicable International, Federal, State, Military, and local safety regulations, laws, guidelines, and standards. Highly Accomplished Global Environmental Health and Safety Manager with expertise across all industries such as Aerospace, Bio- Tech, Petroleum, Utilities, Military, and Factories. Certified subject matter expert in all. areas of Environmental Health and Safety including Safety Inspections, Audits, Emergency Response, Hazardous Waste, Material Handling, and Transportation of .. .. Item 12 Page 35 of 125 California Contractor’s License # A-486311 Ability of the Proposer to Perform Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 Hazardous Materials. Skilled in administering all applicable International, Federal, State, Military, and local safety regulations, laws, guidelines, and standards. 2023-Present A.M Ortega Construction Company Safety Manager 2020-2023 ICON Utility Services Safety Supervisor 2018-2019 SpaceX Safety Advisor/EHS Haz-Mat Tec 2016-2018 Safety Dynamics Group Head of Training and Development 2011-2015 DynCorp International Regional EHS Manager 2007-2011 Kellogg Brown and Root Senior Environmental Technician 1999-2006 The Scripps Research Institute Safety Technician 1995-1999 Waste Manager/ Safety Inspector/Spills Worker USMC William L. “Bill” Belt – Design Manager Mr. Belt is a dedicated team leader committed to quality workmanship in the design of utility systems. 2019-Present A.M. Ortega Construction, Inc. Design Manager 2019 Engineering Partners Inc. Designer 2018-2019 Southern Contracting Design Supervisor 2003-2018 San Diego Gas and Electric Co. Design Supervisor 1985-2003 San Diego Gas and Electric Co. Designer Valorus Cromwell – Director of Operations 2021-Present A.M. Ortega Construction, Inc. Estimation Manager/ Director of Operations 2009-2021 DC Power/DCXcavation, Inc Estimation Manager/ Director of Operations Kelly Morgan – Human Resources 2022-Present A.M. Ortega Construction, Inc. Human Resources 2019 - 2022 Dotmatics Human Resource Business Partner 2018-2019 Ace Parking Member Service Advisor 2016-2018 Solute, Inc. HR Manager .. .. Item 12 Page 36 of 125 California Contractor’s License # A-486311 A Certified Minority Business Enterprise Professional References Main Office: 10125 Channel Rd. Lakeside, CA. 92040 Office: (619) 390-1988 Fax: (619) 390-1941 Inland Empire: 11001 Beech Ave. Fontana, CA. 92337 Office: (951) 360-1352 Fax: (951) 681-5920 COMPANY ADDRESS PHONE FAX Robertson’s Ready Mix P.O. Box 3600, Corona, CA. 92878 (951) 685-2200 (951) 280-1420 Vulcan Materials 3200 San Fernando Road, Los Angeles, CA. 90065 (800) 777-8752 (626) 279-8528 Lakeside Land 10101 Riverford Rd., Lakeside, CA. 92040 (619) 449-9083 (619) 449-9919 Hanson Aggregates P.O. Box 730511, Dallas, TX. 75373-051 (925) 244-6527 (925) 244-6590 Southern California Gas Company 6875 Consolidated Way, San Diego, CA 912121 (858) 653-3117 Synergy Electric 10740 Kenney Street Ste. 401, Santee, CA 92071 (619) 596-7688 .. .. Item 12 Page 37 of 125 .. .. Item 12 Page 38 of 125 Contractor Information Legal Entity Name A.M. ORTEGA CONSTRUCTION INC. Legal Entity Type Corporation Status Active Registration Number 1000004691 Registration effective date 07/01/22 Registration expiration date 06/30/25 Mailing Address 10125 CHANNEL RD LAKESIDE 92040 CA United St… Physical Address 10125 CHANNEL RD LAKESIDE 92040 CA United St… Email Address estimating@amortega.com Trade Name/DBA License Number (s) CSLB:486311 Registration History Effective Date Expiration Date 05/04/18 06/30/19 06/08/17 06/30/18 06/15/16 06/30/17 08/31/15 06/30/16 01/05/15 06/30/15 07/01/19 06/30/22 07/01/22 06/30/25 Legal Entity Information Corporation Entity Number:C1352228 Federal Employment Identification Number :330118336 President Name:Archie Maurice Ortega Vice President Name: Treasurer Name: Secretary Name:Terra Chiaramonte CEO Name: Agency for Service: Agent of Ser vice Name:Steve E. Boehmer Agent of Ser vice Mailing Address:8100 La Mesa Boulevard Suite 200 La M Worker's Compensation Do you lease employees through Professional Employer Organization (PEO)?:No Please provide your current worker's compensation insurance information below: PEO Information PEO Name PEO Phone PEO Email.. .. Item 12 Page 39 of 125 Insured by Carrier Policy Holder Name:A.M. ORTE Insurance Carrier :Federal In Policy Number:54303215 Inception date:10/01/21 Expiration Date:10/01/22 .. .. Item 12 Page 40 of 125 Page 17 of 18 EXHIBIT B SCHEDULE .. .. Item 12 Page 41 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Rates valid through August 31, 2026 Prevailing Wage Time and Equipment (Hourly) Rates For Work Performed for: City of Vernon Service Short Text UOM September 1, 2022, to August 31, 2023 September 1, 2023, to August 31, 2024 September 1, 2024, to August 31, 2025 September 1, 2025, to August 31, 2026 Foreman (DT) HR $270.06 $274.15 $285.12 $299.37 Foreman (ST) HR $155.20 $157.54 $163.84 $172.03 Foreman (TH) HR $212.62 $215.85 $224.48 $235.71 Foreman (PVG) HR $200.38 $206.39 $214.64 $225.37 Laborer (DT) HR $144.13 $148.45 $154.39 $162.11 Laborer (ST) HR $83.15 $85.65 $89.07 $93.52 Laborer (TH) HR $111.98 $115.35 $119.96 $125.96 Laborer (PVG) HR $118.96 $122.53 $127.43 $133.80 Welder-ARC (DT) HR $199.56 $205.54 $213.76 $224.45 Welder-ARC (ST) HR $111.98 $144.26 $150.03 $157.53 Welder-ARC (TH) HR $155.22 $159.88 $166.27 $174.59 Polyethylene Fuser (DT) HR $199.56 $205.55 $213.77 $224.46 Polyethylene Fuser (ST) HR $111.98 $115.34 $119.95 $125.95 Polyethylene Fuser (TH) HR $155.22 $159.88 $166.27 $174.59 Equipment Operator (DT) HR $199.56 $205.55 $213.77 $224.46 General Conditions: ** 4 Hour minimum for all Labor and Equipment ** Equipment Delivery Time is Billable** ** All billings shall be portal to portal from the time of dispatch to the return to the location of dispatch. ** Workmen called out form home shall be billable until time of return home. ** The Customer shall bear all responsibility for permits, authorizations, rights of entry, plans, specifications, and direction of the work, and shall be responsible for the cost of same. ** All crews composed of workmen covered by these rates shall include a Foreman. ** The selection of the Foreman shall be made by A.M. Ortega based on the type of work performed. ** Teeth, cutting edges, and consumable parts shall be considered billable. ** Standard rates are for the first 8 hours of the workday, starting and ending between 7:00 AM and 5:00PM Monday through Friday. ** Double time rates are for work after the 12th hour in a single day, and for work starting after 9:00 PM or before 7:00 AM Monday to Saturday, and on all Sundays and Holidays. ** It is assumed that a single crew will carry a job to completion – crews will not be rotated during an active job. .. .. Item 12 Page 42 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Equipment Operator (ST) HR $111.98 $115.34 $119.95 $125.95 Equipment Operator (TH) HR $149.25 $159.88 $166.27 $174.59 Equipment Operator (PVG) HR $151.54 $156.08 $162.33 $170.44 Driver/Teamster (DT) HR $138.59 $148.45 $154.39 $162.11 Driver/Teamster (ST) HR $83.15 $85.64 $89.07 $93.52 Driver/Teamster (TH) HR $111.98 $115.34 $119.95 $125.95 Designer (Journeyman) HR $147.27 $151.69 $157.76 $165.64 Sr. Designer HR $153.68 $158.29 $164.62 $172.85 Supervising Designer HR $184.70 $190.24 $197.85 $207.74 Service Short Text UOM September 1, 2022, to August 31, 2023 September 1, 2023, to August 30, 2024 September 1, 2023, to August 30, 2024 September 1, 2023, to August 30, 2024 AirCompr-185CFMw- JckHamrClay Digger & hose HR $21.70 $22.35 $23.25 $24.41 Arrow Board HR $9.14 $9.41 $9.79 $10.28 Breaker for 580 Backhoe HR $35.00 $36.05 $37.49 $39.37 Breaker for 710 Backhoe HR $43.67 $44.98 $46.78 $49.12 Backhoe-580 HR $44.50 $45.84 $47.67 $50.05 Backhoe-580 w/hammer attachment HR $80.70 $83.12 $86.45 $90.77 Backhoe-710 HR $70.36 $72.47 $75.37 $79.14 Backhoe-710 w/hammer attachment HR $114.03 $117.45 $122.15 $128.26 Type II Barricade DAY $0.37 $0.38 $0.40 $0.42 Type II Barricade HR $0.86 $0.89 $0.92 $0.97 Bobcat / Skidsteer HR $48.87 $50.34 $52.35 $54.97 Bobcat / Skidsteer w/ attachment HR $83.89 $86.41 $89.86 $94.36 Chipping Gun HR $3.02 $3.11 $3.24 $3.40 Large Compactor HR $40.35 $41.56 $43.22 $45.38 Delineators/Cones HR $0.29 $0.30 $0.31 $0.33 Delineators/Cones DAY $0.40 $0.41 $0.43 $0.45 .. .. Item 12 Page 43 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Core Drill up to 10” HR $201.04 $207.07 $215.35 $226.12 Dozer-Sideboom CAT D4/JD 450/equilavlnt HR $56.11 $57.79 $60.11 $63.11 Electric Flat Saw HR $201.04 $207.07 $215.35 $226.12 3 Axle Equipment Carrier HR $34.56 $35.60 $37.02 $38.87 Excavator Cat 215 or equivalent HR $119.44 $123.02 $127.94 $134.34 Excavator-Trackhoe HR $247.00 $254.41 $264.59 $277.82 Excavator-Mini HR $46.26 $47.65 $49.55 $52.03 Flat Saw up to 18” HR $177.22 $182.54 $189.84 $199.33 Flat Saw beyond 18.1” HR $177.22 $182.54 $189.84 $199.33 Telehandler Forklift-10K Capacity HR $70.75 $72.87 $75.79 $79.58 Telehandler Forklift-12K Capacity HR $82.40 $84.87 $88.27 $92.68 Telehandler Forklift-5K Capacity HR $45.56 $46.93 $48.80 $51.24 Generator HR $7.95 $8.19 $8.52 $8.94 Jackhammer-Clay digger-30 lbs HR $3.91 $4.03 $4.19 $4.40 Jackhammer-60 lbs HR $4.65 $4.79 $4.98 $5.23 Jackhammer-90 lbs HR $5.32 $5.48 $5.70 $5.98 Light Tower Daily DAY $12.25 $12.62 $13.12 $13.78 Loader-910-920Cat or JohnDeere 624-644 HR $137.89 $142.03 $147.71 $155.09 Loader-926 Cat or 1.4yd Wheel HR $99.03 $102.00 $106.08 $111.38 Mini Excavator w/ attachment HR $77.20 $79.52 $82.70 $86.83 Miscellaneous Equipment HR $1.08 $1.11 $1.16 $1.21 Cement Mixer HR $13.35 $13.75 $14.30 $15.02 Leeboy 8515 Paving Machine HR $166.99 $172.00 $178.88 $187.82 Asph Cold Planer-4hr min-255 Hp-w/belt HR $239.03 $246.20 $256.05 $268.85 Plate Delivery HR $164.28 $169.21 $175.98 $184.78 4x8 Plate Day- Non Skid DAY $4.11 $4.23 $4.40 $4.62 6x10 Plate Day- Non Skid DAY $5.84 $6.02 $6.26 $6.57 6x8 Plate Day- Non Skid DAY $5.23 $5.39 $5.60 $5.88 8x10 Plate Day- Non Skid DAY $7.14 $7.35 $7.65 $8.03 Pneumatic mole boring projectile 1" HR $19.26 $19.84 $20.63 $21.66 .. .. Item 12 Page 44 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Pneumatic mole boring projectile 2" HR $19.26 $19.84 $20.63 $21.66 Pneumatic mole boring projectile 3" HR $19.26 $19.84 $20.63 $21.66 Pneumatic mole boring projectile 4" HR $19.26 $19.84 $20.63 $21.66 Pneumatic mole boring projectile 5" HR $19.26 $19.84 $20.63 $21.66 Fresh Air Pump-Electric HR $18.27 $18.82 $19.57 $20.55 Pumps-Trash HR $20.56 $21.18 $22.02 $23.13 Water Pump 2" HR $9.03 $9.30 $9.67 $10.16 Power Puff Compactor HR $5.09 $5.24 $5.45 $5.73 Radios DAY $10.94 $11.27 $11.72 $12.30 3-5 Ton Roller (Small Asphalt Roller) HR $48.07 $49.51 $51.49 $54.07 5-8 Ton Roller (Large Asphalt Roller) HR $71.80 $73.95 $76.91 $80.76 Construction Signs DAY $5.70 $5.87 $6.11 $6.41 Sprayer, Emulsion-230 gallon HR $30.00 $30.90 $32.14 $33.74 Spreader-Layton HR $81.25 $83.69 $87.04 $91.39 Steel Plates Move Off Charge 0-8 EA $217.43 $223.95 $232.91 $244.56 Steel Plates Move On Charge 0-8 EA $217.43 $223.95 $232.91 $244.56 Tack Machine HR $20.38 $20.99 $21.83 $22.92 Trailer, Dolly HR $10.19 $10.50 $10.92 $11.46 Trailer-Equipment Flatbed HR $19.26 $19.84 $20.63 $21.66 Vac Trailer-800 Gallon HR $56.80 $58.50 $60.84 $63.89 Trailer-750 gallon water trailer HR $20.58 $21.20 $22.05 $23.15 Boom Truck-10-12 Ton HR $99.23 $102.21 $106.30 $111.61 Utility Bed Bucket Truck-48'-56' HR $61.51 $63.36 $65.89 $69.18 Dump Truck-10yd HR $131.74 $135.69 $141.12 $148.18 Dump Truck-10yd (DT) HR $189.81 $195.50 $203.32 $213.49 Dump Truck-10yd (TH) HR $160.77 $165.59 $172.22 $180.83 Dump Truck-5yd HR $115.11 $118.56 $123.31 $129.47 Dump Truck-5yd (DT) HR $173.19 $178.39 $185.52 $194.80 Dump Truck-5yd (TH) HR $144.15 $148.47 $154.41 $162.13 Dump Truck-Super 10 HR $140.69 $144.91 $150.71 $158.24 Dump Truck-Super 10 (DT) HR $198.77 $204.73 $212.92 $223.57 .. .. Item 12 Page 45 of 125 California Contractor’s License # A, C10 - 486311 A Certified Minority Business Enterprise Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Dump Truck-Super 10 (TH) HR $169.73 $174.82 $181.81 $190.91 Flatbed Truck-2 Ton HR $32.56 $33.54 $34.88 $36.62 Flatbed or Utility Bed-1 Ton HR $44.19 $45.52 $47.34 $49.70 Material Truck-2 ton wLift Gate HR $22.36 $23.03 $23.95 $25.15 Pickup Truck 1-Assist HR $15.97 $16.45 $17.11 $17.96 Pickup Truck-1 Ton wTools & Cell-Radio HR $15.76 $16.23 $16.88 $17.73 5 Ton Service Body Truck with Crane HR $44.30 $45.63 $47.45 $49.83 Truck Tractor & Lowboy HR $81.03 $83.46 $86.80 $91.14 Utility Truck w All necessary tools B HR $44.30 $45.63 $47.45 $49.83 Water Truck 2000 gallon HR $45.18 $46.54 $48.40 $50.82 Water Truck 4000 gallon HR $81.63 $84.08 $87.44 $91.81 1 Ton Weld Truck w250 Amp or Below HR $35.45 $36.51 $37.97 $39.87 Vibratory Plate HR $11.69 $12.04 $12.52 $13.15 Wacker HR $11.93 $12.29 $12.78 $13.42 Water Wagon (200-500) gallons HR $16.79 $17.29 $17.99 $18.88 120-140 Amp Arc Welder Machine HR $8.77 $9.03 $9.39 $9.86 Welding Rig-Excl Fuel HR $35.45 $36.51 $37.97 $39.87 Acetylene Welding Rig or Truck HR $32.79 $33.77 $35.12 $36.88 ARC Welding Rig or Truck HR $32.79 $33.77 $35.12 $36.88 .. .. Item 12 Page 46 of 125 Page 18 of 18 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. .. .. Item 12 Page 47 of 125 Page 1 of 18 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ENERGY EXPERTS INTERNATIONAL, INC. FOR NATURAL GAS PROJECT DESIGN, CONSTRUCTION AND REPAIR SERVICES COVER PAGE Contractor: Energy Experts International, Inc. Responsible Principal of Contractor: Steve Gauthier, Sr. Vice President & General Manager Notice Information – Contractor: Energy Experts International, Inc. 555 Twin Dolphin Drive, Suite 150 Redwood City, CA 94065 Attention: Steve Gauthier, Sr. Vice President & General Manager Telephone: (630) 297-9630 Notice Information – City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Todd Dusenberry, General Manager of Public Utilities Telephone: (323) 583-8811 ext. 579 Commencement Date: August 31, 2023 Termination Date: August 30, 2026 Consideration: Total not to exceed $690,000 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years, pursuant to Section 11.20 .. .. Item 12 Page 48 of 125 Page 2 of 18 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ENERGY EXPERTS INTERNATIONAL, INC. FOR NATURAL GAS PROJECT DESIGN, CONSTRUCTION AND REPAIR SERVICES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Energy Experts International, Inc., 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 August 15, 2023. 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 15, 2023, and titled Natural Gas Project Design, Construction and Repair Services, and Contractor's proposal to the City ("Proposal") dated May 26, 2023, 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 August 31, 2023, and it shall continue until August 30, 2026, 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 .. .. Item 12 Page 49 of 125 Page 3 of 18 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 $690,000 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 .. .. Item 12 Page 50 of 125 Page 4 of 18 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 .. .. Item 12 Page 51 of 125 Page 5 of 18 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. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. 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. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (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, .. .. Item 12 Page 52 of 125 Page 6 of 18 injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. iv. Professional Errors and Omissions coverage in a sum of at least $1,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. 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. vi. Excess Coverage – Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to project it as a named insured. Any umbrella liability policy or excess liability policy will in “following form” and will contain a provision to the effect that, if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance. vii. 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 .. .. Item 12 Page 53 of 125 Page 7 of 18 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. viii. 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. ix. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. x. 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. xi. 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 Contract 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. .. .. Item 12 Page 54 of 125 Page 8 of 18 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. .. .. Item 12 Page 55 of 125 Page 9 of 18 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 .. .. Item 12 Page 56 of 125 Page 10 of 18 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 Proposals shall control over the Contractor’s Proposal. 11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no .. .. Item 12 Page 57 of 125 Page 11 of 18 presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof. 11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Todd Dusenberry, General Manager of Public Utilities 4305 Santa Fe Avenue Vernon, CA 90058 If to the Contractor: Energy Experts International, Inc. Attention: Steve Gauthier, Sr. Vice President & General Manager 555 Twin Dolphin Drive, Suite 150 Redwood City, CA 94065 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. .. .. Item 12 Page 58 of 125 Page 12 of 18 11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. 11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor .. .. Item 12 Page 59 of 125 Page 13 of 18 shall be required to provide such document and other information within fifteen (15) days of the request. 11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 11.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon .. .. Item 12 Page 60 of 125 Page 14 of 18 compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay. 11.24 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City agreements. In addition, the selected consultant 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. 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]. .. .. Item 12 Page 61 of 125 Page 15 of 18 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 Energy Experts International, Inc., a California corporation By: Name: Title: ATTEST: _______________________________ Lisa Pope, City Clerk By: Name: Title: APPROVED AS TO FORM: _______________________________ Zaynah N. Moussa, City Attorney Steven Gauthier Sr, Vice President & General Manager .. .. Item 12 Page 62 of 125 Page 16 of 18 EXHIBIT A CONTRACTOR'S PROPOSAL .. .. Item 12 Page 63 of 125 International Energy Consultants ENERGY EXPERTS INTERNATIONAL Twin Dolphin Plaza 555 Twin Dolphin Drive, Suite 150 Redwood City, CA U.S.A. 94065 650/593-4261 FAX 650/593-4271 City of Vernon Attention: Claudia Arellano, Utilities Program Analyst 4305 Santa Fe Avenue Vernon, CA 90058 May 26, 2023 Subject: RFP for Natural Gas Project Design, Construction and Repair Services Ms. Arellano, Energy Experts International, EEI, is an international design engineering and technical consulting company specializing in energy supply, delivery, and utilization systems and operations. EEI is pleased to submit our technical proposal in response to the city of Vernon’s Request for Proposals titled “Natural Gas Project Design, Construction, and Repair Services”. EEI’s cost proposal will be submitted as a separate sealed bid. EEI’s proposal will remain valid for a period of not less than ninety (90) days from the date of submittal. All the work that EEI performs in this project will be conducted by EEI employees. EEI will not use subcontractors on this project. EEI is well qualified to provide the required gas transmission, distribution, and metering and regulation station design services to the city of Vernon, having provided similar services to numerous gas industry clients, including: • Ameren Corporation • Atlanta Gas Resources, Inc. • Baltimore Gas & Electric Company • Berkshire Gas Company • California High Speed Train Authority (TPZP-JV) • Carolina Power & Light Company • City of Long Beach, California • Columbia Gas of Massachusetts • Consolidated Edison Company of New York • DTE Energy • Gas Natural Fenosa (Spain) • Gas Supply Pte, Ltd., (Singapore) • Gas Technology Institute • Gaz de France Suez (France) • And others EEI’s Corporate Headquarters is in Redwood City, CA, with additional California offices including; • Engineering & Technical Services in San Ramon .. .. Item 12 Page 64 of 125 Page 2 of 13 • Renewable Energy Services in Laguna Niguel • Central CA Regional Office in Fresno • Southern CA Regional Office in San Bernardino • Valve & Actuation Services in Newark EEI is able to readily dispatch personnel to VPU offices or jobsite locations as needed. EEI also has regional offices in Chicago, IL, Washington DC, and Brussels, Belgium, to support international projects. I look forward to answering any questions you may have on our proposal and discussing it further with you as needed. Regards, Steve Gauthier Sr. Vice President & General Manager Gas & Energy Business Initiatives Energy Experts International 1821 Walden Office Square, Suite 400 Schaumburg, IL 60173 www.eeintl.com .. .. Item 12 Page 65 of 125 Page 3 of 13 PROPOSAL: E-295 Technical Proposal to Provide Natural Gas Project Design, Construction, and Repair Services PREPARED FOR: City of Vernon, California 4305 Santa Fe Avenue Vernon, CA 90058 PREPARED BY: Energy Experts International Corporate Headquarters 1621 Walden Office Square, Suite 400 555 Twin Dolphin Drive, Suite 150 Schaumburg, IL 60173 Redwood City, California 94065 Phone: 630-297-9630 Phone: 650.593.4261 Fax: 650.593.4271 May 26, 2023 EEI is a Minority Business Enterprise recognized and on file with the California Public Utilities Commission. (VON: 0FN00009) .. .. Item 12 Page 66 of 125 Natural Gas Project Design, Construction, and Repair, Services TABLE OF CONTENTS 1 Table of Contents 4 2 Introduction 5 3 Qualification & Criteria 5 4 Scope of Services Required 7 5 Work Plan 9 6 Fees and Costs 10 7 Demonstrated Competence 10 A Past Gas Industry Clients 10 B Past Gas Industry Projects Similar to the Work in This RFP 11 8 EEI 12 9 Affidavit of Non-Collusion 12 Page 4 of 13 .. .. Item 12 Page 67 of 125 Page 5 of 13 2 Introduction EEI is pleased to submit its technical proposal in response to The City of Vernon’s (City) Request for Proposals titled “Natural Gas Project Design, Construction and Repair Services”. The City is requesting proposals from qualified contractors to provide Natural Gas Project Design, Construction, and Repair Services to conduct general design, construction and emergency repair support, on an as needed basis, for work on the City’s six-inch polyethylene (PE) gas distribution system, its ten-inch high pressure steel gas transmission system, two natural gas pressure regulator stations, service laterals and any other aspect of the City's natural gas infrastructure that may need outside support. EEI proposes to provide the City with Natural Gas Project Design Services but not services in the actual construction and repair of the City’s natural gas pipe infrastructure, except to the extent that EEI’s services might provide technical design and engineering support to construction or repair work. The engineering design services, and construction and repair support will consist of specific and unique design approaches to solve complex gas transmission and distribution issues that may arise on the City’s transmission and distribution systems and for various types of individual natural gas customers whose gas demand may vary widely. EEI will maintain a staff of experienced and qualified natural gas transmission and distribution engineers and designers to be made available to provide the City with engineering design and operational support on an as needed basis for a range of gas operations issues. These services will be provided at the request of the City for the duration required. 3 Qualification & Criteria The following is EEI’s response to the Qualification and Criteria requirements. ➢ Must have employees with extensive experience working on natural gas pipelines and infrastructure design and construction. o EEI staff have extensive experience in working on natural gas pipelines and infrastructure design. EEI has been providing these services to numerous clients for 25 years. Please see the details of company experience in Demonstrated Competence on page 10. .. .. Item 12 Page 68 of 125 Page 6 of 13 ➢ Must be able to respond within a timely fashion. o EEI has approximately 200 employees on client projects. EEI staff and management are accustomed to responding rapidly to our clients. Our staffing level will allow us to respond quickly to any work requests. ➢ Must be based within reasonable distance of the City in order to readily dispatch equipment and personnel. o EEI’s Corporate Headquarters is in Redwood City, CA, with additional California offices including; ▪ Engineering & Technical Services in San Ramon ▪ Renewable Energy Services in Laguna Niguel ▪ Central CA Regional Office in Fresno ▪ Southern CA Regional Office in San Bernardino ▪ Valve & Actuation Services in Newark EEI is able to readily dispatch personnel to VPU offices or jobsite locations as needed. ➢ Must be able to respond to some smaller jobs, such as three -man crew working for two days to complete a gas service connection. o We have often provided client services that require as little as two to three days to complete and are staffed to continue to do so. ➢ At all times during performance of the Work, including full completion of all corrective work during the Correction Period, Contractor’s employees and/or subcontractors must be Operator-Qualified and appropriately certified for all Work being performed. o As an engineering consultant firm, we do not perform pipeline operator tasks that are covered under the requirements of the Operator Qualification rule in the Code of Federal Regulations. However, EEI staff is fully trained and licensed to perform the services we provide. ➢ Must provide a Pipeline and Hazardous Materials Safety Administration (PHMSA) 49 CFR Part 199-qualified Anti-Drug and Alcohol Program and Management Information System (MIS) reports, in compliance with Title 49 Part .. .. Item 12 Page 69 of 125 Page 7 of 13 40 of the United States Code of Federal Regulations (CFR) and PHMSA 49 CFR Part 199. o Since EEI is not a pipeline operator we are not covered by the requirements of the Pipeline and Hazardous Materials Safety Administration (PHMSA) 49 CFR Part 199-qualified Anti-Drug and Alcohol Program and Management Information System (MIS) reports. We do, however, have our own company Drug and Alcohol-Free Work Environment policy which is attached as Appendix A. ➢ Must be registered with the Department of Industrial Relations (DIR), pursuant to Labor Code 1725.5. o EEI is registered with the Department of Industrial Relations, Registration Number: PW-LR-1000884311. ➢ The contractor(s) shall apply for, obtain, and pay for all licenses required by governing authorities for the Work. Contractor(s) shall apply and pay for a City of Vernon business license. o EEI will apply for, obtain, and pay for all licenses, including a City of Vernon business license, required by governing authorities for the Work. 4 Scope of Services Required EEI proposes to provide the City with natural gas engineering design and construction and repair support services in these specific areas. ➢ Provide natural gas pipeline design and engineering for the construction, repair, replacement, or extension of the City’s natural gas transmission and distribution infrastructure, and pressure regulation stations, as needed. Engineering designs and drawings will be prepared for 30%, 60%, 90%, and Released for Construction design milestones. Drawings will include plan and detail views for pipe installation, abandonment, and removal. Depending upon the needs of individual projects this might include: o Coordinating field surveying to develop base background drawings. o Performing soil borings, and test holes. .. .. Item 12 Page 70 of 125 Page 8 of 13 o Performing detailed engineering & design. o Preparing engineering design drawings. o Leading the effort to obtain easement, park district, city, or railroad encroachment permits. o Developing shoring and dewatering designs. o Developing traffic control plans. o Developing restoration designs and drawings. o Identifying required construction materials and preparing a detailed Bill-of- Material (BOM) for construction. o Providing material procurement support. o Providing construction oversite and engineering guidance. ➢ Upon project completion for the construction, repair, replacement, or system extension of the City’s natural gas transmission and distribution infrastructure and pressure regulation stations prepare final as-built construction plans and drawings. Depending upon the needs of individual projects this might include: o Preparation of final as-built drawings. o Preparation of the final as-built Bill of Materials o Final restoration drawings of the jobsite. o Documentation of tests performed and their results. ➢ Consult with City and VPU staff to explore and define design and construction options to address the construction, repair, replacement, or system extension issues, needs, and opportunities of the City’s natural gas system. ➢ EEI is not proposing to provide construction and repair services in these areas: o Welding of high-pressure steel gas pipe. o Fusion of PE distribution line. o Pressure testing of steel and PE pipe. o Excavation and installation of steel or PE pipe. .. .. Item 12 Page 71 of 125 Page 9 of 13 o Shoring of trenches and excavations (other than the development of shoring plans and drawings). o Technical and maintenance services of pressure regulator stations (other than the development of plans and drawings required to perform such services). o Performing traffic control management (other than the preparation of Traffic Control Plans). o Recovery services from an unforeseen event or natural disaster such as a major earthquake (other than the development of plans and drawings required to perform such services). 5 Work Plan The work on a new project would begin with a meeting and discussion between the City’s Project Manager (PM) and EEI’s team to define the project’s needs and deliverables. Depending upon the scope and complexity of the design project, one or more EEI staff may contribute to the design work effort. The EEI team for a project would include staff from one or more of the following four Personnel Classification categories as needed: o Principal Design Engineer o Senior Design Engineer o Design Engineer o Clerical/Administrative The required work and the planned design deliverables will be determined and detailed by the City’s PM. Working with the City’s PM the EEI team will complete the required design and engineering tasks for review by the City’s PM. A typical design project might include the preparation of drawings prepared and completed for 30%, 60%, 90%, and Released for Construction design milestones. Drawings might include plan and detail views for pipe installation, abandonment, and removal. Additional profile and detail views might be developed for more complex pipe installations such as jack and bore, horizontal directional drilling (HDD), and railroad crossings. All drawings and .. .. Item 12 Page 72 of 125 Page 10 of 13 designs will be completed in accordance with the requirements and approval. Survey data and the City background maps will be utilized to show third party utility infrastructure, property lines, easements, and right-of-ways. Bills of material will be generated to include material quantities, descriptions, sizes, the City material standards and material codes. Construction project estimates will be created utilizing pipeline construction estimating tools. The final plan will be delivered to the City for use in a construction bid process. 6 Fees and Costs Submitted in accordance with RFP requirements as a separate sealed price bid. 7 Demonstrated Competence as Appendix B. Statement of Qualifications which expertise, and past industry experience is attached Past Gas Industry Clients has completed numerous engineering design projects for a diverse set of clients. These clients have included: Ameren Corporation Atlanta Gas Resources, Inc. Baltimore Gas & Electric Company Berkshire Gas Company California High Speed Train Authority (TPZP-JV) Carolina Power & Light Company City of Long Beach, California Columbia Gas of Massachusetts Consolidated Edison Company of New York DTE Energy Gas Natural Fenosa (Spain) Gas Supply Pte, Ltd., (Singapore) Gas Technology Institute Gaz de France Suez (France) And others .. .. Item 12 Page 73 of 125 Page 11of 13 Client references can be provided upon request. Past Gas Industry Projects Similar to the Work in This RFP Peoples Gas 33rd St. & Keeler Ave Pipeline Replacement. EEI performed preliminary and detailed engineering and permitting work for Peoples Gas to install designed an upstream blowdown on a section of the pipeline installed in a city street. Paramount Farms Meter & Regulator Station EEI provided preliminary and detailed engineering to design and install a new meter & regulator station receiving gas from a gas storage pipeline to feed a new customer. Main & Service Replacement Project EEI provided engineering design services to PG&E for the replacement of 30 miles of old steel and Aldyl-A plastic gas distribution main in various communities throughout their service territory. Engineering Design of High-Pressure Regulator Sets EEI provided engineering designs and cost estimates for 172 gas company projects that required the rebuild of 239 high pressure regulator sets, the redesign of 28 district regulator stations, and the extension of 13 miles of new gas. distribution main. A detailed description of these projects is Attached as Appendix C. .. .. Item 12 Page 74 of 125 Page 12 of 13 8 initially include; Phil Storment, Director of Engineering and Design. Mr. Storment will be project. Jeff Chu, Senior Manager, Pipeline Engineering and Design. Mr. Chu will for this project. attached as Appendix D. 9 Affidavit of Non-Collusion EEI has completed and executed the Affidavit of Non-Collusion which is attached as Exhibit A. .. .. Item 12 Page 75 of 125 EXHIBIT A Affidavit of Non-Collusion Page 13 of 13 .. .. Item 12 Page 76 of 125 March 2013 AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) _______________________________________________________________, being first duly sworn deposes and says that he/she is ______________________________________________________________________ (Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) of______________________________________________________________________________________ (Insert name of bidder) who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of bids/proposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal; b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw his/her bid/proposal; c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his/her business. I certify under penalty of perjury that the above information is correct By:______________________________________ Title:________________________________ Steve Gauthier Sr. VP & GM Gas & Energy Business Initiatives Energy Experts International Sr. VP & GM Gas & Energy Business Initiatives Date:_ ____May 26, 2023_______________________________ .. .. Item 12 Page 77 of 125 APPENDIX A EEI’s Drug and Alcohol Policy .. .. Item 12 Page 78 of 125 Drug and Alcohol-Free Work Environment May 24, 2023 EEI is committed to the health and safety of its employees, independent contractors, subcontractors, clients, vendors, and the general public. EEI requires and monitors for, a safe and professional Workplace free of any bodily harm or property damage caused by employees as a result of any use or abuse of covered substances. It further provides helpful resources available for employees suffering from addiction, and the effects of addiction, to certain covered substances. EEI does not prohibit the lawful use of prescriptions or over-the-counter (OTC) medication or the non- impairing use of legally covered substances, except as noted. “Personnel” includes all EEI employees, independent contractors who perform work directly for EEI, and subcontractors who perform work directly for EEI. “Workplace” means any EEI site where work is conducted, including EEI’s buildings, offices, facilities, grounds, parking lots, and garages, and includes employee’s work-related driving of their own or EEI-rented vehicles, any other site where EEI business or a work-related event is conducted, and all client and supplier worksites. “Impairment” means that any employee may not be fit for work and is based on objective factors such as the individual’s appearance, speech, behavior, or other conduct and facts that the employee possesses or is under the influence of unlawful drugs, including marijuana or alcohol, or both. An employee is fit for work if they maintain the appropriate judgment, reflexes, and mental acuity to safely, competently, and efficiently perform all duties without limitation throughout the entire workday. EEI considers all of its job positions to require a high standard of fitness for work since engineering design and the other professional services offered to its clients can potentially cause personal injuries and/or property damage. Employees who take over-the-counter medication or other lawful medication that can be legally prescribed under both federal and state law to treat a disability should inform HR if they believe the medication will impair their job performance, safety, or the safety of others, or if they believe they need a reasonable accommodation before reporting to work while under the influence of that medication. Employees who have properly self-identified to EEI that they are a qualified individual with a disability under the Americans with Disabilities Act may exhibit one or more of the above characteristics without being in a state of Impairment. “Covered Substances” means any legal or illegal drug, chemical, OTC medications, herbal/natural substances including marijuana, alcohol, or any other substance which when ingested, inhaled, topically applied, or administered into the body in any other manner, results in a state of Impairment, whether administered as legally prescribed or as a result of misuse/abuse or side effects. Prohibited Conduct No employee shall report to their Workplace in a state of Impairment nor shall any individual use any Covered Substance during or after work hours or at any Workplace, except as otherwise stated in this .. .. Item 12 Page 79 of 125 Policy. In addition to the above, EEI strictly prohibits in all Workplaces, during or after work hours, the unlawful manufacture, importation, distribution, cultivation and/or dispensing, possession or use of any illegal, controlled, regulated or other Covered Substances, drug paraphernalia or contraband, including medication not prescribed to that employee. The use of alcohol in the Workplace is also prohibited. Also, if any Covered Substances are used by any employee outside of the Workplace and after work hours to the extent that the usage results in Impairment on the next scheduled workday, then this conduct is also prohibited. Reporting Requirements Reasonable Suspicion Reporting - If any employee reports to the Workplace while in a state of Impairment but does not immediately self-report to their manager or HR, upon observation or other evidence including reports of reasonable suspicion of Impairment by other employees, an investigation shall be conducted which may include searches of the employee’s personal effects and EEI-provided property, e.g., work station and electronic devices, as well as a drug test. A final determination of Impairment will be made by HR or designated management. If the investigation concludes with a finding of Impairment, the employee will be subject to disciplinary action up to and including termination of employment. Voluntary Self-Reporting - When any employee timely and voluntarily self-reports their Impairment to their manager or HR, preferably prior to entering the Workplace, EEI reserves the right to determine whether that employee should be temporarily transferred/reassigned to another job position, be subjected to drug testing, referred to Employee Assistance, placed on paid or unpaid leave, or any combination of these or other options. Depending on the circumstances, EEI also reserves the right to terminate the employment of the employee. Drug Conviction Reporting Requirement – Employees working on federal or other governmental client projects (“Regulated Workplaces”) are required to submit a written notice to their supervisor or other designated management within five (5) calendar days that they were convicted of violating a criminal drug statute. Upon notification to EEI, EEI is then required to notify the client or contracting agency of this conviction within ten (10) calendar days from the notice of conviction. Drug Testing EEI conducts drug testing using one or more independent third-party vendors whose services are compliant with the Department of Health and Human Services’ “Mandatory Guidelines for Federal Workplace Drug Testing Programs.” Educational and Assistance Resources for Direct Employees Individuals who are direct employees and who are aware that they may have an alcohol or drug dependency, addiction or functional problem with any Covered Substance that causes Impairment are urged to immediately seek professional medical assistance and treatment from their medical provider. Rehabilitation and counseling assistance may be available through EEI’s group healthcare medical provider. EEI encourages all affected employees to confidentially contact their medical provider. An employee that has an addiction that is recognized and/or has been diagnosed as a qualified disability under federal and/or state laws may be eligible for a leave of absence to participate in a rehabilitation program. Contact EEI’s HR Director for more information. All such contacts are treated as confidential with any information shared only on a “need to know” basis or as required by law. Seeking voluntary .. .. Item 12 Page 80 of 125 help from EEI before violations of this Policy will not be used as a basis for disciplinary action. However, until the employee is considered satisfactorily rehabilitated, EEI reserves the right to take protective action such as transferring the employee to a different job or Workplace, placing certain restrictions on the employee including a leave of absence, or other action at EEI’s discretion. .. .. Item 12 Page 81 of 125 APPENDIX B EEI’s Statement of Qualifications .. .. Item 12 Page 82 of 125 ENERGY EXPERTS INTERNATIONAL Statement of Qualifications Corporate Headquarters 555 Twin Dolphin Drive, Suite 150 Redwood City, California 94065 United States of America Phone: 650.593.4261 Fax: 650.593.4271 U.S. Western Region Office Bishop Ranch 15 12657 Alcosta Blvd., Suite 140 San Ramon, California 94583 United States of America Phone: 925.242.0446 Fax: 925.242.0454 U.S. Midwest Region Office 1821 Walden Office Square, Suite 400 Schaumburg, Illinois 60173 United States of America Phone: 847.397.1141 Fax: 847.303.1121 U.S. Eastern Region Office 1725 I Street NW, Suite 300 Washington, District of Columbia 20006 United States of America Phone: 202.349.1107 Fax: 202.349.3915 Technical Services Center Bishop Ranch 15 12657 Alcosta Blvd., Suite 140 & 470 San Ramon, California 94583 United States of America Phone: 925.242.0446 Fax: 925.242.0454 Europe Operations Rond Point Schuman n 6 / bte 5 B-1040 Brussels, Belgium Phone: 32.0.485.461764 Fax: 32.0.2.234.7911 Serving the Energy Industry Since 1998 JAN 2022 .. .. Item 12 Page 83 of 125 Table of Contents TABLE OF CONTENTS ......................................................................................................................................... 1 ENERGY EXPERTS INTERNATIONAL GENERAL INFORMATION ........................................................................... 2 INTRODUCTION ........................................................................................................................................................ 2 CORPORATE INFORMATION ........................................................................................................................................ 3 KEY CONTACTS ........................................................................................................................................................ 4 SCOPE OF SERVICES .......................................................................................................................................... 5 MANAGEMENT CONSULTATION SERVICES ..................................................................................................................... 5 FIELD & TECHNICAL SERVICES ..................................................................................................................................... 5 ENGINEERING SERVICES ............................................................................................................................................. 6 ENERGY UTILIZATION CONSULTING SERVICES ................................................................................................................ 7 Renewable & Energy Efficiency ...................................................................................................................... 7 Alternatives & Technologies ........................................................................................................................... 7 LIST OF CLIENTS (PARTIAL) ......................................................................................................................................... 8 MANAGEMENT TEAM ............................................................................................................................................. 10 PROJECT PROFILES .......................................................................................................................................... 13 .. .. Item 12 Page 84 of 125 2 Energy Experts International General Information Introduction Energy Experts International, Inc. (EEIntl) is an international management and technical consulting firm specializing in energy supply, delivery and utilization systems. Established in 1998, EEIntl serves a diverse client base across the United States, as well as serving numerous international clients. EEIntl's Corporate Headquarters is located in Redwood City, California in the San Francisco Bay Area, with Regional Offices situated in Washington, DC, Chicago, Illinois and a European Office in Brussels, Belgium. In addition, EEIntl has 5 Offices located throughout California supported by an Engineering & Technical Services Center in San Ramon, California. EEIntl can provide a team of professional and technical personnel having extensive expertise in gas, electric and other utility operations to augment the evaluation of current management and operations policies, practices and procedures. Of EEIntl’s utility expertise, the majority of its employees were former employees of major U.S. gas and electric utility companies, ranging in expertise from SMART meters to regulatory compliance, as well as to have the experience at all levels of operations from the field to executive management. EEIntl has a staff of highly experienced and seasoned professionals in the gas and electric transmission and distribution business in all facets of engineering, maintenance and construction activities on a national level. All employees have significant, expert first-hand experience in the electric power and gas utility industries. A unique feature of EEIntl is that the firm offers field services, as well as the traditional management, technical and engineering consulting services. Since 2011, EEIntl has partnered with the IBEW Local 1245 Union to offer services for electric storm response and pipeline inspection services to our clients. EEIntl is well qualified by experience and expert knowledge to make technical assessments on a wide range of electric power issues, such as federal safety requirements and mandated regulatory requirements. Consulting in the energy industry is EEIntl’s only business. As such, EEIntl is singularly focused in experience, training, resources, clients and customer service to energy-related entities. EEIntl primarily practices its expertise in three energy sectors – natural gas, electric power, and oil (crude and products). .. .. Item 12 Page 85 of 125 3 Corporate Information Company Title: Energy Experts International, Inc. (A California Corporation) Length of Time in Existence: 23 years (Established October 1, 1998; Incorporated July 21, 1999) Federal ID Number: 94-3335277 CA EDD Number: 453-0303-9 California Corporation Number: 2076056 DUNS Number: 136520470 Number of Employees: ~320+ full-time and part-time employees; more than 250 consultants retained via professional services agreement. Brief Description of Company’s Principal Areas of Activity: Energy Experts International, Inc. (EEIntl) is an international management and technical consulting firm specializing in energy supply, delivery and utilization systems. EEIntl is singularly focused and committed to providing premier management and technical consultation to energy companies, regulatory and research organizations, and end-users. EEIntl provides expertise in three energy sectors: Natural Gas, Electric Power, and Oil (crude and products). Services include: Business Development & Management; Operations Management; Support Services Management; Technology Management; Intelligence & Information; Training & Education; and Utility Engineering & Technical Services. Corporate Diversity: EEIntl is a Minority Business Enterprise recognized and on file with the California Public Utilities Commission. (VON: 0FN00009) Website: www.eeintl.com .. .. Item 12 Page 86 of 125 4 Key Contacts Mr. Mike Watanabe, P.E. President & CEO mtw@eeintl.com Mr. Donald Murray Executive Vice President & COO drm4@eeintl.com Mr. Steve Gauthier Sr. Vice President & GM, Gas& Energy Initiatives sgauthier@eeintl.com Mr. Robert Suehiro, P.E. Sr. Vice President & GM, Electric Energy Initiatives rsuehiro@eeintl.com Mr. Bruce Agid Vice President, Management Consulting & Corporate Services bruceagid@eeintl.com Mr. Pat Hayes Vice President & GM, Energy Market Enterprises phayes@eeintl.com Mr. Rudy Movafagh, PhD Vice President & Engineering and R&D rmovafagh@eeintl.com Mr. Cliff Simon Vice President, Europe Operations cisimon@eeintl.com Mr. Pat Alameda Director, Electric Operations & PM Services palameda@eeintl.com Mr. Marc Brener Director, Renewable Energy Services mbrener@eeintl.com Mr. Warren Brown Manager, Gas Construction & Field Services wbrown@eeintl.com Mr. Robert Naper Director, Field Services rnaper@eeintl.com Mr. Bob Gault Director, Safety & Compliance bgault@eeintl.com Mr. Doug Glover General Manager, Southern California Operations dglover@eeintl.com Ms. Deborah Myers Manager, Business Operations dmyers@eeintl.com Mr. Dave Stitt, P.E. Director, Pipeline Engineering & Technical Services dstitt@eeintl.com Ms. Nancy Yu Director, Human Resources nyu@eeintl.com .. .. Item 12 Page 87 of 125 5 Scope of Services Management Consultation Services EEIntl’s expertise encompasses the entire energy supply chain; from upstream to downstream issues. EEIntl is committed to bringing its expertise to clients to enable them to concentrate on “keeping their eyes” focused on their business objectives. Effective operations management requires hands-on experience and knowledge. In light of recent safety and integrity management mandates, it is vital for utility companies to optimize the management of their assets and infrastructures. EEIntl can assist in identifying, analyzing and alleviating potential problem areas to prevent deterioration of service reliability and costly capital investments. Energy commodities are among the most volatile markets in the world, with prices moving rapidly as supply and demand change. EEIntl’s professionals have hands-on experience with designing trading strategies, asset management, physical and derivatives trading and risk management. • Information and analysis • Regulatory and policy analysis • Research reports and “white papers” • Industry and market trends • Industry best practices and benchmarking • Feasibility studies • Due diligence • Expert witness testimony Field & Technical Services Safety, integrity management and asset management are vital to your company's operations, reputation and bottom line. EEIntl offers a broad range of field and technical services to optimize your natural gas, electric power, and petroleum systems and operations. EEIntl’s staff of natural gas and electric utility and energy company veterans brings together extensive hands-on experience and sound technical knowledge to support your project. EEIntl's experience in developing and/or conducting training in the United States spans the entire continental United States from the east coast to the west coast, including Puerto Rico. Internationally, EEIntl has provided training in countries such as Bangladesh, Israel, Japan, People's Republic of China, Taiwan, Turkmenistan, United Kingdom, etc. • Training and Education • Construction and Field Support • Operations and Maintenance Support .. .. Item 12 Page 88 of 125 6 • Inspections and Audits • Operator Qualification • Process Improvements • Specialized Topics Engineering Services (and R&D) EEIntl offers a wide range of engineering services to support our clients’ needs. EEIntl specializes in natural gas and electric operations, for both transmission and distribution functions. Many of EEIntl’s professionals are natural gas and electric utility veterans, with decades of experience in utility project engineering and supporting activities such as design reviews, plan checks, planning/estimating and permitting. EEIntl is well positioned to meet the diverse needs of domestic and international energy companies and end-users. EEIntl's approach to designing utility infrastructures is accomplished with the input of our field experts. A design must be cost effective, practical and incorporates the best combination of technologies. Every EEIntl design goes through an internal review process which incorporates the review by our subject matter experts having extensive years of field maintenance and operating experience to avoid the pitfalls of start-up and operational problems. EEIntl’s engineering efforts are spearheaded by a strong group of experienced design engineers, augmented by our veteran field technicians and operators. In addition to the design of new facilities, EEIntl is equipped to assess and upgrade existing facilities. In many ways, the engineering modifications for existing facilities often presents a significant challenge in keeping costs down, while incorporating the needed upgrades for operability. EEIntl has conducted numerous engineering assessments on facilities replacement projects, such as for vintage pipeline facilities. • Integrity Management Program (TIMP, DIMP) • Service Reliability & Improvement • Mapping & Drafting support • As-builts support • Engineering documentation and records verification • Data mining efforts and creation of technical databases • Technical feasibility studies • Economic feasibility and assessments • Project cost estimating • Project Management • Research & Development .. .. Item 12 Page 89 of 125 7 Energy Utilization Consulting Services Renewable & Energy Efficiency Cap-and-trade emissions trading, feed-in tariffs, “smart grid” systems; these are a few of the initiatives and innovations that have emerged as our society collectively seeks solutions to reduce greenhouse gases. EEIntl conducts research and feasibility assessments, providing risk analysis and making recommendations for investments in renewable energy and energy efficiency. In the U.S., EEIntl routinely monitors federal, state, and regional efforts – initiatives, incentives and legislation – to promote energy efficiency and renewable energy. We interact with governmental and regulatory staff, industry stakeholders, and companies that are actively engaged in energy efficiency and renewable energy programs. Alternatives & Technologies EEIntl can help advise owners of industrial and commercial buildings on the most cost effective and energy efficient design for your building. EEIntl can share a range of options for you to consider. EEIntl is at the forefront of leading energy efficient technologies and solutions. EEIntl is available to assist in making businesses and/or homes to becoming energy independent from traditional options. A net zero building means that the total energy needs for that premise are all being produced by on-site. A net zero solution is the ideal scenario and there are current designs that can achieve this. However, getting it as close as possible to net zero is more practical and feasible. .. .. Item 12 Page 90 of 125 8 List of Clients (Partial)  Ameren Corporation  Amisragas, (Israel)  Atlanta Gas Resources, Inc.  Baltimore Gas & Electric Company  Bel Marin Keys Community Service District  BerkShire Gas Company  California High Speed Train Authority (TPZP-JV)  Carolina Power & Light Company  Chevron Corporation  Chung-Hua Institution for Economic Research, (Taiwan)  City of Long Beach, California  Columbia Gas of Massachusetts  Consolidated Edison Company of New York  Crimson Midstream, LLC  DTE Energy  Dynegy Inc.  Eliot Solutions – RYB Group (France)  Energy Charter  Equilon Enterprises, LLC  Ernst & Young, LLP  Federal Emergency Management Agency  Gas Natural Fenosa (Spain)  Gas Supply Pte, Ltd., (Singapore)  Gas Technology Institute  Gaz de France Suez (France)  Heritage Ranch Community Service District  Institute of International Education .. .. Item 12 Page 91 of 125 9  International Gas Union  Japan Gas Association  Liberty Utilities  Maine Natural Gas  Nat’l Development and Reform Commission, (Taiwan)  National Grid USA  Nisource  North Carolina Natural Gas Company  Oak Ridge National Laboratory  Osaka Gas Company, Ltd. (Japan)  Pacific Gas & Electric Company  Peoples Gas Light and Coke Company  Phillips Petroleum Company  Piedmont Gas Company  Progress Energy Corporation  RT Conduccion Integral (Mexico)  San Diego Gas & Electric Company  San Francisco International Airport  Shell Pipeline  Southern California Gas Company  Summit Natural Gas of Maine  Taiwan Power Company, (Taiwan)  Toho Gas Company, Ltd. (Japan)  Tokyo Electric Power Company, Inc. (Japan)  Tokyo Gas Company, Ltd. (Japan)  Torre Gas (Spain)  Unitil Corporation  University of California at Berkeley  Washington Gas Light .. .. Item 12 Page 92 of 125 10 Management Team Michael T. Watanabe, P.E. President & CEO (Board Director) Mr. Michael Watanabe is the co-founder of Energy Experts International with 36 years of experience in the energy business. He has 25 years of gas and electric utility management and technical expertise with Pacific Gas and Electric Company (PG&E) and a diverse background that includes assignments in Engineering, Operations, Marketing and Research & Development. In addition to his experience in the regulated utility sector, he has worked with PG&E affiliates, serving in an advisory capacity to provide technical input and general market feasibility for projects in Indonesia, Taiwan, Australia and Japan. In his most recent appointment at PG&E, Mr. Watanabe served as Director of Technology Development and successfully expanded the scope of international technology exchanges with European and Asian utility companies. Mr. Watanabe is a graduate of the University of Texas and is a licensed Professional Engineer in the state of California. He earned his MBA in Management from the University of San Francisco and attended the Engineering Executive Program at Stanford University. Donald R. Murray Executive Vice President & COO (Board Director) Mr. Donald Murray is the Executive Vice President & COO as well as a Board Director with 40 years of experience in the energy industry. He has 29 years of management experience with Pacific Gas & Electric Company and a diverse background in the gas and electric utility industry. He worked as an electrical engineer early in his career and progressed to positions with increasing responsibility. In his most recent assignment, Mr. Murray was appointed as the Director of Capital Investment for the San Francisco Division. During his career, he amassed extensive experience in managing high profile assignments. One of the more difficult assignments he tackled was the planning, design and completion of a $50 million gas pipeline replacement and electric underground project in San Francisco. As a result of Mr. Murray's outstanding work management as the Division Gas & Electric Operation's manager, his Division received the Chairman's Award, the company’s highest accolade, in 1995. Mr. Murray earned his BS degree in Electrical Engineering from the University of California, Berkeley. Steven W. Gauthier, P.E. Sr. Vice President & General Manager, Gas & Energy Business Initiatives Mr. Steve Gauthier is the Sr. Vice President & General Manager, Gas and Energy Business Initiatives, a veteran of 30+ years in the Energy industry and is primarily responsible for overseeing the Company’s overall Gas & (non-Electric) Energy consulting business. In this role, he is the lead executive concerning all matters related to the Natural Gas Industry and non-Electric Energy Resources. He has held key positions in several organizations, serving as the Vice President of Research & Deployment at the Gas Technology Institute, Principle Technology Manager at the Gas Research .. .. Item 12 Page 93 of 125 11 Institute, and in his most recent capacity serving as a Business Development Manager at Dexter Magnetic Technologies. He has extensive experience in marketing and business development, as well as having a solid foundation in engineering and technical services. More recently held the position as Vice President & General Manager for the Midwest Region. Mr. Gauthier is a licensed Professional Engineer in the state of Illinois and a graduate of Stevens Institute of Technology with a BS in Mechanical Engineering. He earned his MBA from the University of Illinois. Robert Suehiro, P.E. Sr. Vice President & General Manager, Electric Business Initiatives Mr. Robert Suehiro is the Sr. Vice President & General Manager, Electric Energy Initiatives, veteran of 35+ years in the Energy industry and is primarily responsible for overseeing the Company’s overall Electric Energy consulting business. In this role, he is the lead executive concerning all matters related to the Company’s services regarding the Electric Industry. Mr. Suehiro is responsible for overseeing the Electric Design & Engineering, Project Management and the Electric Operations departments. Mr. Suehiro is a 35+ year veteran of PG&E and has held positions with increasing responsibilities from Electric Distribution Engineer to Director level positions in both the gas and electric operations. More recently he held the position as Vice President & General Manager, Electric Operations Mr. Suehiro earned his BS Degree in Electric Engineering at California State University, Fresno and is a licensed professional electric engineer in California. Bruce Agid Vice President, Management Consulting & Corporate Services Mr. Agid is the Vice President of Management Consulting and Corporate Services. Mr. Agid is responsible for providing and supporting our clients with the advice and counsel of industry subject matter experts. EEI’s management consulting business covers a diverse range of support such as litigation and experts witness services, technical and business consultation, regulatory and compliance matters, as well as providing other corporate support services for our clients. Mr. Agid developed his broad utility experience across operations and customer care through leadership assignments in Gas and Electric Field Services, Electric Switching Center Operations, Call Center Operations, Local Office Customer Service, and Meter Reading. Most recently, he was the Managing Director of Business Development. Mr. Agid has a Bachelor of Science degree in Business Administration from San Francisco State University and serves on the Board of Directors of Utilimetrics (Utility Technology Association). .. .. Item 12 Page 94 of 125 12 Patrick F. Hayes, J.D. Vice President & General Manager, Western Region Mr. Pat Hayes is the Vice President & General Manager, Western Region. He is responsible for new business operations within California and the western states. Pat is a 40 year veteran of the utility business and was responsible for the provision of gas and electric services for PG&E’s customers in densely populated sectors of Northern California. He has an extensive and diverse experience interfacing with utility clients, as well as the energy industry in the private sector. He spearheaded numerous initiatives such as the EV charging station and overhead to underground conversion projects, as the Director of the Utility Design & Consulting Division for Energy Experts International. Mr. Hayes is a graduate of the University of San Francisco and has a Law Degree from Empire College. Rudy Movafagh, PhD Vice President, Engineering and R&D Dr. Rudy Movafagh is the Vice President, Engineering and R&D/ He is responsible for all engineering services and disciplines for the Company. He is responsible for enabling and ensuring that our clients design and engineering services are delivered effectively to all our clients. He has over 36 years of experience in Asset Management, Engineering, Design, Operation, Construction Management, and Work coordination in both public and private sectors of the electric utility industry. He has held engineering and leadership positions with companies such as Boston Edison, NSTAR and Danvers Electric. Most recently he was the Director of Electric Standards for Transmission, Substation, and Distribution at PG&E. Cliff I. Simon Vice President, European Operations Mr. Cliff Simon represents Energy Experts International's business and strategic interests in Europe. He manages the Company's business operations from the Company's European Office located in Brussels, Belgium. Mr. Simon is a veteran in the energy business with over 22 years of international experience. His career as managing director of a natural gas pipe manufacturing plant in Mexico since the early 1980's gave him a unique perspective on Mexico's natural gas industry. Mexico's dynamic privatization process included worldwide players in gas distribution, bringing Mr. Simon in contact with diverse distribution technologies, regulations and corporate cultures. Mr. Simon expanded his international expertise working in Italy from 2000 to 2003 where he developed technical and commercial relationships with European gas consortiums. With the launch of the Brussels office in 2007, Mr. Simon has become a specialist on EU energy policy and he coordinates the Company’s projects in Europe and the Middle East. Mr. Simon earned a BA in Economics and Management from Beloit College, Wisconsin .. .. Item 12 Page 95 of 125 13 Project Profiles The following Project Profiles are symbolic of the type and scope of work that EEIntl has successfully managed and completed. .. .. Item 12 Page 96 of 125 ENGINEERING SERVICES PROJECT MANAGEMENT EXPERTISE San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 05 © Energy Experts International 2021. All rights reserved. ALBERMARLE PAMLICO ECONOMIC DEVELOPMENT CORPORATION (APEC) PIPELINE PROJECT PIEDMONT NATURAL GAS, CHARLOTTE, NORTH CAROLINA For years, gas infrastructure expansion in the 14 counties has been considered largely uneconomic due to their sparse populations and a lack of existing industry. That changed when the $200 million bond package for infrastructure improvement was approved in 1999. Carolina Power & Light (CP&L) worked with the APEC organization to develop the project plan. Subsequently, Energy Experts International (EEI) provided subject matter experts to assist with the preparations of filings with the State Commission. Once the project was approved by the Commission, EEI continued to support the project engineering and planning for the remainder of the project. In 2000, CP&L became Progress Energy. The 600 miles of transmission pipeline (ranging in size from 4 to 12 inches in diameter) and 250 miles of distribution pipeline (2 to 6 inches in diameter) were constructed in five phases over a period of four years. EEI’s Team assisted in the coordination of construction schedules, project assessment, mitigating various field issues and resolving engineering issues. EEI’s project team was responsible for mitigation (i.e., directional boring/marine crossings) of the numerous waters and wetlands crossing, procurement of rights-of-ways and permits for the required work as well as the pipeline routing and meter and regulation station siting. Finally, EEI also provided pipeline inspection services for the steel and PE pipeline systems. In 2004, Progress Energy sold the pipeline system supplied to the APEC to Piedmont Natural Gas. ABOUT PIEDMONT NATURAL GAS Piedmont Natural Gas is an energy and services company primarily engaged in the distribution of natural gas to 725,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee. The Charlotte-based company is the second-largest natural gas utility in the Southeast. Piedmont is also invested in a number of non-utility, energy- related businesses including companies involved in unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage and transportation. www.piedmontng.com .. .. Item 12 Page 97 of 125 ENGINEERING SERVICES PROJECT MANAGEMENT EXPERTISE San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 06 © Energy Experts International 2021. All rights reserved. COPPER SERVICE REPLACEMENT PROGRAM PACIFIC GAS AND ELECTRIC, SAN FRANCISCO, CALIFORNIA Gas copper services were installed within the PG&E gas distribution system from the 1930’s to late 1960’s. Beginning in the 1930’s and continuing into the 60’s, many copper pipes were utilized in lieu of steel pipes for gas service installations. Copper pipes were installed initially because at the time they were the best solution against external corrosive elements. Copper service pipes can be found to be either wholly installed by itself or inserted into the existing steel pipe. Over time, there have been leakages as a result of internal corrosion and external deterioration. Copper services had been replaced as a precautionary measure when identified with other projects in the same work area. In 2006, Energy Experts International (EEI) was contracted by PG&E to locate all the copper services by searching over 50,000 distribution maps. The process took almost 18 months to complete the review and required a stringent QA/QC process. The data was then catalogued and sorted into a database. In 2007, PG&E conducted a full assessment and developed a plan for the replacement of over 45,000 copper services. The 6-year Copper Service Replacement Program (CSRP) was launched in 2008 and continued through 2014. The goal was to replace approximately 6,500 copper services per year. To manage this aggressive replacement program, EEI was contracted to manage the entire program and to act as a Project Management Lead in coordinating the construction schedule and financial management of the program. In addition to the project management aspects of the Program, EEI is providing field inspection and the permit coordination required with city and county entities. ABOUT PACIFIC GAS AND ELECTRIC Pacific Gas and Electric Company, based in San Francisco, was incorporated in California in 1905 and is one of the largest combination natural gas and electric utilities in the United States. PG&E has approximately 20,000 employees who carry out the company’s primary business – the transmission and delivery of energy. PG&E provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. www.pge.com .. .. Item 12 Page 98 of 125 FIELD TECHNICAL SERVICES VALVE & ACTUATOR MAINTENANCE SERVICES San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 10 © Energy Experts International 2021. All rights reserved. VALVE AND ACTUATOR MAINTENANCE SHELL PIPELINE COMPANY, HOUSTON, TEXAS The pipeline infrastructure in California is controlled by a combination of common carrier and private companies. Shell Pipeline has an extensive pipeline system that carries more than 40 different kinds of crude oil and more than 20 different grades of gasoline, as well as diesel fuel, jet fuel, chemicals, and ethylene. Northern California refineries processed 754.8 thousand barrels per day (TBD) of crude oil during 2014. Some significant facts: • 261.6 TBD pipeline shipments • 35% of crude oil received in California overall • Northern California refineries processed 45.5% of total crude oil in California To maintain the integrity of this system, Shell engages in a very aggressive pipeline maintenance program that includes the repair and service of its infrastructure. About 59% of the petroleum products transported by pipelines is crude oil (7.6 billion barrels) and the remainder (5.3 billion barrels) is in the form of refined petroleum products. Crude oil pipelines transport crude oil from onshore and offshore production wells and from coastal shipping terminals to refineries and chemical plants. At refineries, the oil is processed into refined products such as gasoline, heating fuel, diesel and oil feed stocks. Energy Experts International (EEI) is supporting Shell Pipeline’s maintenance program by providing the repair and replacement of motor operated actuators and valves. EEI has replaced valves up to 30 inches in diameter across various facilities and locations in California from Tracy to Coalinga. In addition to working with Shell Pipeline, EEI has supported other oil companies, such as Chevron and the power plant facility for the City of Long Beach. All work is coordinated and managed from EEI’s Newark, California maintenance office. ABOUT SHELL PIPELINE COMPANY Shell Pipeline Company’s pipeline business dates back to 1919 through the acquisition of Yarhola Pipe Line Company, later renamed Ozark Pipe Line Company. Shell Pipeline currently owns and operates 7 tank farms across the U.S. and transports more than 1.5 billion barrels of crude oil and refined products annually through 3,800 pipeline miles across the Gulf of Mexico and 5 states. Shell’s various non-operated ownership interests add an additional 8,000 pipeline miles. www.shell.us.com. .. .. Item 12 Page 99 of 125 ENGINEERING TECHNICAL SERVICES PIPELINE INTEGRITY MANAGEMENT SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 11 © Energy Experts International 2021. All rights reserved. PIPELINE INTEGRITY MANAGEMENT PLAN SUPPORT SOUTHERN CALIFORNIA GAS COMPANY, LOS ANGELES, CALIFORNIA Energy Experts International (EEI) provided staff experience in developing and managing Integrity Management Programs to support Southern California Gas Company (SoCalGas) in gathering integrity management data required by US DOT for its gas transmission pipelines. Federal pipeline integrity regulations mandate that a pipeline operator develop and maintain an Integrity Management Plan (IMP) that addresses regulatory safety requirements. An IMP is a systematic and comprehensive program designed to provide information and guidance to effectively allocate resources for the appropriate detection, prevention and mitigation activities necessary to ensure pipeline safety. IMP requirements apply to DOT regulated natural gas transmission pipelines that coincide with High Consequence Areas. These pipelines are typically larger diameter (6” to 36”) steel pipe, operating at pressures from 60 psig to over 1,000 psig. High Consequence Areas are defined as areas in close proximity to a DOT-regulated pipeline that contain high population density and/or “identified sites” (known facilities housing people with limited or impaired mobility such as hospital, school, prison, recreation areas, etc.) SoCalGas identified pipeline segments to be evaluated for compliance with federal safety requirements. Specific EEI work tasks involved the research of over 100 identified pipeline segments to obtain and validate the required integrity management data. EEI aided SoCal Gas’s efforts to ensure that the data collected for the pipeline segments are accurate so as to enable a correct evaluation of the High Consequence Areas. ABOUT SOUTHERN CALIFORNIA GAS COMPANY Southern California Gas Company provides natural gas service for approximately 21.4 million customers, spanning roughly 20,000 square miles of California, extending from Visalia in the north to the Mexican border in the south. The company is the largest natural gas distribution company in the United States. www.socalgas.com .. .. Item 12 Page 100 of 125 CONSULTING SERVICES GRID STABILITY AND INTEGRITY San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 13 © Energy Experts International 2021. All rights reserved. ELECTRIC SERVICE RELIABILITY MANAGEMENT Although there have been some major electric transmission outages in the United States, the majority of customer outages occur on the distribution system. According to the Electric Power Research Institute, outage costs to society amounts to $119 billion annually. Traditional assessments, such as tracking the Outage Indices (i.e., SAIFI, SAIDI, CAIDI and MAIFI) remain key indicators for assessing trends. Today’s distribution grid is taking on numerous challenges spurred by the growth in the renewable sector generation. EEI can assist in providing an assessment that takes into consideration the challenges that must be dealt with as solar arrays and other non-traditional generation sources are interconnected with the distribution system. SMART GRID & DISTRIBUTED RESOURCES PLAN These external influences are beginning to have a significant effect on the distribution system. In California, electric utilities recently submitted a Distributed Resources Plan to the California Public Utilities Commission (CPUC) to upgrade its grid to incorporate “smart” technologies that will allow the distribution feeder to take on the growing number of solar generation connections. With the cost of solar panels becoming very affordable, the influx of solar panels/arrays have become a significant factor in planning a distribution network. More technology solutions are required to manage this new source of electricity. The challenge is to manage the infrastructure costs and balancing the operational gains using the right technology solutions. Sectionalizing line segments with reclosers is no longer as straightforward as it once was. EEI can assist in the planning, assessment and counsel for developing an optimum grid. Many utilities are using Smart technologies to cope with maintaining system stability and service reliability at the same time. Good feeder designs will need to consider other factors for an optimum design. We can help analyze and develop the best solutions for today’s very complex and complicated grid. EEI engineers and technicians worked on projects using the latest technologies for isolating faulted line sections. .. .. Item 12 Page 101 of 125 ENGINEERING SERVICES ELECTRIC DISTRIBUTION ENGINEERING SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 19 © Energy Experts International 2021. All rights reserved. DISTRIBUTION POLE REPLACEMENT PROGRAM PACIFIC GAS AND ELECTRIC, SAN FRANCISCO, CALIFORNIA PG&E has an extensive distribution electric system that supplies electricity to customers from Northern to Central California. To maintain the integrity of this system, PG&E conducts a very aggressive inspection under their Pole Test and Treat Program, which typically oversees about 250,000 poles annually. On average, each pole is inspected once every ten years. Ninety-five percent of the inspected poles will be treated to protect from rot and decay, or reinforced with metal braces until the next inspection, which can extend the life of the poles by 10 years. However, about 3 percent of the poles inspected and reinforced/treated will require replacement. Energy Experts International (EEI) is supporting PG&E's effort to replace these critical poles by providing the electric estimating support. To date, over 600 poles have been engineered for replacement. A particular challenge is the requirement to engineer these replacement jobs accurately and expeditiously. The engineering work involves field checking the poles so that the proper safety and required clearances are met according to PG&E standards and the State of California General Order 95 requirements. Inventory and proper framing and hardware for each pole must be accurately assessed. The poles that have been the target for replacements have ranged from North Bay to Fresno. The replacement of these poles will enhance the reliability of service and ensures that the poles are safe for employees and customers. ABOUT PACIFIC GAS AND ELECTRIC Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry out Pacific Gas and Electric Company's primary business – the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. www.pge.com .. .. Item 12 Page 102 of 125 ENGINEERING SERVICES ELECTRIC DISTRIBUTION ENGINEERING SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 20 © Energy Experts International 2021. All rights reserved. DISTRIBUTION ELECTRIC CORRECTIVE TAG/POLE REPLACEMENT San Francisco, California – Pacific Gas & Electric Company PG&E has an extensive service territory, which places them as the largest utility by area in the United States, at roughly 70,000 square miles. With this large set of assets, comes a large responsibility for maintaining and ensuring its equipment is both running safely and effectively. It is through their pole replacement and electric corrective tag (EC Tag) program they can keep up with general maintenance and customer concerns. Pole replacements are discovered through PG&E’s Pole Test and Treat program (PT&T), which typically oversees 250,000 poles annually. These tests confirm how much of the original wood support structure is left by measuring the shell thickness at the base of the pole. About 3% of these poles will fail this inspection and need to be replaced yearly. EC tag work is discovered through regular inspections of existing facilities. The inspector will fill out an Electric corrective tag by doing a visual inspection of the utility pole. Examples of the scope can be replacing aging transformers, down guys, crossarms, and the pole itself. It is important to address these issues in a timely manner, urgency of the EC tag is determined by the extent of the issue. This range can carry from a pole needing to be replaced within a year of discovery, or 30 days. EEI has supported PG&E in these efforts for over 10 years, replacing as many as 5,000 poles/EC tags in a years time. About Pacific Gas & Electric Company Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business – the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000‐square‐mile service area in norther and central California. .. .. Item 12 Page 103 of 125 ENGINEERING SERVICES ELECTRIC DISTRIBUTION ENGINEERING SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 21 © Energy Experts International 2021. All rights reserved. ENGINEER PROCURE AND CONSTRUCT (EPC) San Francisco, California – Pacific Gas & Electric Company PG&E has tried many variations of an Engineer Procure and Construct program (EPC) to help increase its efficiency as it pertains to its engineering work. Through its 70,000 square mile territory, PG&E has approximately 18,500 miles of electric transmission and 107,000 miles of distribution assets to maintain. EEI has been part of many different versions of PG&E’s EPC program. Our involvement started in 2018 pairing with construction partner ARB on some of the first contract Wildfire Hardening effort. Process was drafted to try and improve the effectiveness of taking a job from estimating to construction for contract workers. Program has continued to grow in recent years and additional pilots were created for Pole Replacement and Wildfire Hardening work. EEI has expanded its work include a pole replacement pilot with MGE Construction, and Wildfire Hardening work with Wilson Construction. While issues are still being hit on material procurement during the current hard times, process for designing and estimating work is proving successful. About Pacific Gas & Electric Company Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business – the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000‐square‐mile service area in norther and central California. .. .. Item 12 Page 104 of 125 ENGINEERING SERVICES ELECTRIC DISTRIBUTION ENGINEERING SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 22 © Energy Experts International 2021. All rights reserved. FIBEROPTIC CABLE INSTILLATION DESIGN San Francisco, California – Pacific Gas & Electric Company EEI was contracted to assist and aid PG&E IT department install fiberoptic cable on existing electric distribution poles. Some major hurdles included navigating PG&E work system, which was not properly set up to handle Fiber work. This was due to a powerful inventory tool being introduced called Enterprise Estimating Solutions (EES). This made dispersing work, accounting for materials, contracts, and keep track of assets more accessible. Being a new system, not all programs and processes have been mapped efficiently, and Fiberoptic design and material was one of them. EEI helped navigate this process and establish protocol that made this process possible. Adding any type of equipment or line to an existing PG&E pole, requires a full assessment of the structure. While Fiberoptic cable is light compared to other equipment, the main issue came from the existing utility pole already being overloaded to new standards. At the conclusion of the project, roughly 50% of all locations ended up needed to be replaced or brought back up to standard. .. .. Item 12 Page 105 of 125 ENGINEERING SERVICES ELECTRIC DISTRIBUTION ENGINEERING SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 20 © Energy Experts International 2021. All rights reserved. KEY UNIT – CAPACITY AND RELIABILITY UPDATES San Francisco, California – Pacific Gas & Electric Company Like in many industries, old assets age and become less reliable, and new more efficient equipment is developed. PG&E’s Key Unit program focuses on projects that deal with the capacity and reliability of the power they provide. The scopes of these projects are wide and ranging giving PG&Es over 100‐year existence and roughly 70,000 square miles of territory. EEI has been aiding in these efforts for over 7 years, having completed well over 1,000 projects to date. Majority of these jobs included updating overhead line equipment due to new standards and equipment. It is important to insure these new designs both PG&E standards as well as General Order 95 (GO95). Another main scope includes reconductoring overhead and underground lines. Aging facilities over the years take a beating both from mother nature and people. Lines that have been repaired due to damage caused by a storm or traffic, will need replacing. The priority of this work is developed by customer impact and frequency of faults. Work can range from small projects 500’ or single span jobs to 10+ miles of Overhead line. Projects are managed internally, and regular updates are provided to ensure original scope and project dates are being kept. Updates usually include issue due to land acquisition, existing property rights, permitting, and scope viability. About Pacific Gas & Electric Company Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business – the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000‐square‐mile service area in norther and central California. .. .. Item 12 Page 106 of 125 ENGINEERING SERVICES ELECTRIC DISTRIBUTION ENGINEERING SUPPORT San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 20 © Energy Experts International 2021. All rights reserved. PG&E Wildfire Hardening San Francisco, California – Pacific Gas & Electric Company California has seen increasing worse wildfire seasons over the past couple of years. PG&E has largely been the face of these issues with 5 of the 6 largest wildfires in the state’s history occurring in 2020 alone, all happening within their territory. Their response has been to have a greater focus on updating there aging infrastructure by “Hardening” those areas more at risk. The California Public Utilities Commission (CPUC) has identified that roughly one‐third of PG&E’s over head assets fall within these High Fire Threat Districts (HFTD). Energy Experts International (EEI) has been supporting in these efforts from the onset of the Wildfire Mitigation plan (WMP) in 2018. Having estimated roughly 150 miles during that span, EEI has become versed in the process and design. This work involves reconductoring overhead lines with insulated conductor or converting to underground. This helps reduce the chance of ignition caused due to falling branches and downed lines. Strick standards and procedure were drafted to ensure best practices were followed and updated as information is received. Work is arranged based on risk models created using many factors including, circuit age, location, elevation, historic wind conditions, and many more. This program has grown into a robust work steam with the need for hardening increasing each year. About Pacific Gas & Electric Company Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business – the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000‐square‐mile service area in norther and central California. .. .. Item 12 Page 107 of 125 APPENDIX C Past Gas Industry Projects .. .. Item 12 Page 108 of 125 ENGINEERING SERVICES SF  LA  Chicago  Washington DC  Newark  Brussels GAS DISTRIBUTION DESIGN & ENGINEERING California High Speed Rail Fresno, California – Tutor-Perini/Zachry/Parsons The California High Speed Rail (CAHSR) is a publicly funded project to install the nation’s first high-speed rail system. EEI was hired as a subcontractor to Tutor-Perini/Zachry/Parsons to provide engineering services on the first phase (Construction Package 1) of the CAHSR to install the first 32 miles of rail between Madera, CA and Fresno, CA. EEI was responsible for developing design packages (drawings, bills of material, and estimates) to clear conflicts between the CAHSR right of way and existing gas distribution lines. Drawings were prepared and completed for 30%, 60%, 90% and Released for Construction design milestones. Drawings included plan and detail views for pipe installation, abandonment, and removal. Additional profile and detail views were developed for more complex pipe installations such as jack and bore, horizontal directional drilling (HDD), and railroad crossings. All drawings and designs were completed in accordance with the utility owner’s requirements and approval. Survey data and the utility’s base map were utilized to show third party utility infrastructure, property lines, easements, and right-of-ways. Bills of material were generated to include material quantities, descriptions, size, the utility’s standard, and utility’s material code. Estimates were created utilizing the utility’s estimating tools. In total, EEI supported the installation of 8.31 miles and the deactivation of 11.05 miles of steel and plastic main as well as the re-connection of 111 services across 18 different conflict areas. For more information contact Steve Gauthier, 630-297-9630, sgauthier@eeintl.com. EEI is an MBE on file with the California PUC .. .. Item 12 Page 109 of 125 ENGINEERING SERVICES SF  LA  Chicago  Washington DC  Newark  Brussels GAS TRANSMISSION DESIGN & ENGINEERING 33rd & Keeler Pipeline Replacement Project Chicago, Illinois – Peoples Gas Energy Experts International, EEI, performed preliminary and detailed design, engineering, and permitting work for Peoples Gas in Chicago, Illinois, to install a new 36” uncased gas transmission pipeline railroad crossing to replace an existing shorted 42” cased crossing, and designed an upstream blowdown on a section of the pipeline installed in a city street. The project consisted of: • Preparing a preliminary engineering & construction cost estimate. • Coordinating field surveying to develop a base background. • Soil boring, and test holes. • Performing detailed engineering & design. • Developing engineering design drawings. • Leading the effort to obtain easement, park district, city, and railroad encroachment permits. • Developing shoring and dewatering designs. • Developing traffic control. • Providing material procurement support. • Providing construction oversite and engineering guidance. • Developing restoration designs. Drawings were prepared using Bentley MicroStation and completed for 40%, 75%, 90% and Issued for Construction design milestones. Drawings included installation and retirement plan and profile and details, work area plan, bill of material, restoration plan and details, and traffic control plan. The design was done in accordance with the Code of Federal Regulations Title 49 Part 192 (49CFR Part 192), railroad standards, and the client’s requirements and standards. A total of approximately 535 feet of steel gas main was jacked and bored under the railroad crossing. For more information contact Steve Gauthier, 630-297-9630, sgauthier@eeintl.com, EEI is an MBE on file with the California PUC .. .. Item 12 Page 110 of 125 ENGINEERING SERVICES SF  LA  Chicago  Washington DC  Newark  Brussels GAS TRANSMISSION DESIGN & ENGINEERING Paramount Farms Meter & Regulator Station Firebaugh, California – Pacific Gas & Electric Company As the project engineer under Pacific Gas & Electric Company’s owners engineer, Energy Experts International (EEI) provided preliminary and detailed engineering to design and install a new meter & regulator station tapping off of a gas storage pipeline in order to feed a new customer. The new station included three runs of gas regulation, a gas odorizer, an inline ultrasonic meter, a rotary meter, and a gas sampler. During preliminary engineering, EEI helped define the scope of the project and the overall station operation by drafting the design criteria document. For detailed engineering, EEI was directly responsible for the mechanical design of the station as well as oversight of civil engineering, instrumentation design, and electrical and controls design. EEI provided construction support drafting the weld procedure table, clearance reviews, replying to requests for information, as well as commissioning support drafting the commissioning plan, reviewing the functional checkout documents, and leading the commissioning of the station. EEI also provided material procurement support, specifying technical requirements, requesting material quotes, and providing material delivery tracking. After construction and commissioning, EEI reviewed the redline as-built drawings and all other project documentation including strength test pressure reports and weld summary sheets, to verify the information was correct and that the project adhered to federal code requirements (49 CFR 192) and the client’s standards and procedures. Additionally, EEI was responsible for creating various station documents such as the operating and maintenance instructions and station equipment manual. For more information contact Steve Gauthier, 630-297-9630, sgauthier@eeintl.com, EEI is an MBE on file with the California PUC. .. .. Item 12 Page 111 of 125 ENGINEERING SERVICES SF  LA  Chicago  Washington DC  Newark  Brussels GAS DISTRIBUTION DESIGN & ENGINEERING MAIN & SERVICE REPLACEMENT PROJECT San Francisco, California – Pacific Gas & Electric Company • 30 miles of Main Replacement • 2,722 Work Orders generated • 60 discreet projects EEI was contracted by PG&E to provide engineering design for the replacement of 30 miles of old steel and Aldyl-A plastic gas distribution main in various communities throughout their service territory. Two thousand seven hundred and twenty two (2,722) work orders were generated in conjunction with the main reconstruction work. EEI prepared design drawings and utilized the client’s proprietary estimating tool to create cost estimates for each of the 60 replacement projects for main replacement and service work orders. EEI completed this work in a 13-month period, including time for field investigations, pre-design meetings with client representatives, drawing preparation, multiple reviews by engineers and engineering designers, and preparation of construction estimates and permit applications. Drawings were prepared in AutoCAD (or MicroStation) in accordance with the client’s CAD drafting method and included specific details for tie-ins, by-passes, abandonments, property lines and street widths. Bill of Material (BOM) tables specific to each project were generated, including quantities, sizes, material codes, and related company standards. Gas transmission pipelines in the vicinity of distribution mains were carefully delineated in each design drawing. All civil features such as intersecting roads, railroads, wetlands, and stream and culvert crossings were identified. Third-party utility infrastructure was also included on drawings, such as water, sewer, storm sewer, electric, fiber optic, and CATV. Add itional design considerations were made in areas under state right-of-way jurisdiction. Separate permit drawings were prepared that detailed trench locations and/or locations of receiving pits for horizontal directional drilling, as required by the permitting agency. EEI prepared permit applications for submittal by the client and ordered traffic control plans for each project. All work was surveyed to wheel accuracy. About Pacific Gas & Electric Company Pacific Gas and Electric Company, based in San Francisco, was incorporated in California in 1905 and is one of the largest combination natural gas and electric utilities in the United States. PG&E has approximately 20,000 employees who carry out the company’s primary business - the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. For more information contact Steven Gauthier, sgauthier@eeintl.com, 630-297-9630 .. .. Item 12 Page 112 of 125 ENGINEERING SERVICES SF  LA  Chicago  Washington DC  Newark  Brussels GAS DISTRIBUTION DESIGN & ENGINEERING ENGINEERING DESIGN OF HIGH PRESSURE REGULATOR SETS San Francisco, California – Pacific Gas & Electric Company • 239 High Pressure Regulator rebuilds • 366 High Pressure Regulators transferred from high pressure mains to distribution main pressure (work orders generated) • 28 District Regulators redesigned • 6 Regulator Stations redesigned • 13 miles of Gas Distribution Main Extension • 172 discreet projects EEI was contracted by PG&E to provide engineering designs and cost estimates for 172 projects throughout their service territory that required the rebuild 239 high pressure regulator (HPR) sets, 28 district regulator station re- designs, 6 regulation stations re-designs, removal of 366 HPRs and the extension of 13 new miles of gas distribution main. Projects ranged in size and complexity from 1 to 39 HPR rebuilds or removals. These projects required more extensive field investigations in rural areas and the expertise of EEI’s trained inspectors and designers. EEI conducted initial field investigations, attended field meetings to confirm scope of project and construction methods, and prepared design drawings in AutoCAD that included site plans, pipe detail, extensive BOMs. EEI utilized PG&E’s proprietary estimating program to prepare cost estimates, prepared permit documents for the client’s submittal and utilized the client’s proprietary work management system. All design work was in conformance with PG&E’s design standards and subjected to extensive engineering and design review. Significant attention to detail was given due to use of existing transmission taps or design of new taps. For more information contact Steve Gauthier, 630-297-9630, sgauthier@eeintl.com, EEI is an MBE on file with the California PUC About Pacific Gas & Electric Company Pacific Gas and Electric Company, based in San Francisco, was incorporated in California in 1905 and is one of the largest combination natural gas and electric utilities in the United States. PG&E has approximately 20,000 employees who carry out the company’s primary business - the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. .. .. Item 12 Page 113 of 125 APPENDIX D Project Team Resumes .. .. Item 12 Page 114 of 125 Professional Resume PHILIP J STORMENT 810 Fairywren Court, Lincoln, CA 95648 Cell: (916) 295-3341 | pstorment@eeintl.com PROFESSIONAL EXPERIENCE Energy Experts International Director, Engineering and Design August 2022-Present Oversee Gas & Electric Distribution Engineering Design Gas Distribution Design, Pole Replacements, Fire Hardening, Capacity and OH to UG conversion design. Pacific Gas & Electric Company Northern Region Director, (Service Planning & Design) October 2018-July 2022 • Oversee new business gas and electric service connections in PG&E Northern Region. Including Residential Housing, Commercial, Industrial, Agriculture, Electric Vehicle, and Solar • Oversee Design and Project Management of all new business projects. • Lead 250 employees in Northern Region that provide utility services to 1.5 million customers. • Document, monitor, and manage an annual budget of $5M • Preparation of Advance Authorizations, Job Estimates, and Business Cases • Communicate project status on a regular basis to all stakeholders. • Assess project risk and formulates mitigation and contingency plans. • Identify and communicate lessons learned and incorporate prior lessons learned as best • practices in projects. • Identifies project performance issues, and analyzes and addresses them in a timely manner. Pacific Gas & Electric Company West Sacramento Ca. Manager (Service Planning & Design) July 2014-October 2018 • Oversee new business gas and electric service connections in PG&E Sierra & Sacramento Divisions. Including Residential Housing, Commercial, Industrial, Agriculture, Electric Vehicle, and Solar. • Oversee Design and Project Management of all new business projects. • Lead 85 employees in Sierra & Sacramento divisions to provide utility services to 750K customers. • Document, monitor, and manage an annual budget of $1.5M • Preparation of Advance Authorizations, Job Estimates , and Re-Aauthorizations. • Communicate project status on a regular basis to all stakeholders. • Assess project risk and formulates mitigation and contingency plans. • Identify and communicate lessons learned and incorporate prior lessons learned as best • practices in projects. • Identifies project performance issues, and analyzes and addresses them in a timely manner. Pacific Gas & Electric Company West Sacramento Ca. Supervisor (Gas Distribution Line) July 2012-July 2014 • Oversee design and job estimates for Copper Service Replacement Program. Replacing 2,500 services annually .. .. Item 12 Page 115 of 125 • Oversee all design and estimates of Cast Iron pipeline Replacement in the City of San Francisco. Removing and replacing 50 miles annually. • Document, monitor, and communicate project milestones and project risk. • Prepare project performance analysis, cost, and schedule status reports. Identify cost and schedule variances from objectives and recommend corrective action. • Review and assist in the preparation of Advance Authorizations, Job Estimates, and Re- Aauthorizations. Pacific Gas & Electric Company West Sacramento Ca. Engineering Estimator & Senior Engineering Estimator October 1981- July 2012 (Gas Reconstruction/New Business) • Responsible for designing gas distribution-related projects in accordance with Gas Standards and Specifications. • Completed various jobs in reconstruction areas such as Gas Pipeline Replacement Project (San Francisco), Copper Service Replacement Project, Aldyl-A retirements, cathodic protection systems, high-pressure regulators, and uprates. • New business jobs have been primarily subdivision design, giving me the opportunity to coordinate with Sr. New Business Representatives, as well as applicant designers and contractors. EDUCATION Santa Clara University Santa Clara, CA Mission Junior College Santa Clara, CA Business Administration: BS September 1979 – Jan. 1983 .. .. Item 12 Page 116 of 125 PERSONNEL RESUMES JEFFREY M. CHU, P.E. SUPERVISING ENGINEER PROFESSIONAL SUMMARY Experience in design engineering for gas transmission pipeline and transmission station design specifically regulator and meter stations as well as experience with installing/replacing overpressure protection equipment. Experience with conducting gas system, equipment and documentation assessments (Station Assessment Program Group Support – review and update operating diagrams for gas transmission facilities including compressor stations and underground storage systems). Recognized by Energy Experts International in 2014 for exemplary dedication to the company. PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2011 – PRESENT Senior Design Engineer Continue all duties and responsibilities required of an EEI Project Engineer. Provide oversight of the Project Engineers on the Gas Transmission Station Design Engineering Team and personnel on PG&E’s Station Features List Team. Project Engineer – Gas Engineering Plan, schedule, conduct and coordinate various engineering tasks. Evaluate statistical and physical data related to system hydraulics, capacities and future demand. Provide support on material inventory and design specification. Perform technical studies of a variety of problems relating to assigned engineering projects and the provision of cost estimates on proposed projects. Support the preparation of plans, specifications for capital projects. Coordinate with other clients, government entities and engineering design firms on various aspects of assigned projects. Prepare and maintain technical and administrative operating records and reports. Provide support as required by EEI personnel and EEI Clients. Contractor – PG&E MAOP Validation, Walk Team QC and QA Checker Use PG&E’s electronic document system to analyze records to determine type and usefulness to create a pipeline features list. Learn and use PG&E’s Gas Information System and plat sheets to complete an analysis of the features associated with specific sections of pipeline. Perform quality control and quality assurance checks. .. .. Item 12 Page 117 of 125 PERSONNEL RESUMES PROJECTS For Pacific Gas and Electric (California): • Line 300A and 300B OPP Project at Topock Compressor Station • Topock Meter and Odorizer Project • Line 400 and 401 OPP Project at Ruby Intertie Station • Valve Automation Site Assessments • Valve Automation Taps Assessments • Third Party Interconnect Assessments • Martin Station Regulator Station Rebuild Project • Sullivan Ave. Regulator Station Rebuild Project • Paramount Farms Meter and Regulator Station Project • Indian Springs PLS Relief Valve Replacement Project • Martin Station Cross-Tie Project • 4A & 4B PLS Relief Valve Replacement Project • Lomita Park Meter Station Rebuild Project • Becker Compliance Program • Station Assessment Program Group Support • Codes and Standards Support • ILI Equipment Maintenance Procedures • L-57C Pig Launcher Installation • Brentwood Terminal Rebuild Conceptual Design Project • Antioch Terminal Rebuild Conceptual Design Project • Facility Integrity Management Program Support • Engineering Critical Assessment Field Verifications • Overpressure Prevention of Low Flow, No Flow and Dead End Systems Analysis • Overpressure Prevention of Low Flow, No Flow and Dead End Systems Pilot Program • Station Assessment and Station Rebuild Scoping Project For Peoples Gas Light and Coke Company (Illinois): • Calumet 3 – East 98th Street and 126th Street Retrofit Project EDUCATION & CERTIFICATIONS ▪ B.S. Mechanical Engineering, University of California at Berkeley, Berkeley, CA ▪ Licensed Professional Mechanical Engineer, California (License No. M37263) .. .. Item 12 Page 118 of 125 PERSONNEL RESUMES ESTEBAN RUIZ, P.E. GAS ENGINEER PROFESSIONAL SUMMARY Gas Engineer with increasing knowledge in natural gas transmission systems. Diversified skill sets covering gas & electrical engineering & estimating, team leadership, and client relations. PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2018 – PRESENT Gas Engineer · Provide engineering and technical support to the gas transmission team for various engineering projects. Coordinate and conduct field visits to perform a variety of engineering and technical tasks. Assist in technical studies performed by subject matter experts. Coordinate with clients, material distributors, government entities and other engineering firms on various aspects of assigned projects. · Engineering Critical Analysis Field Verifications - Perform above ground inspections at various gas transmission facilities to gather technical data and conduct research on gas transmission equipment. · Station Assessment Program Group Support - Review, revise and create gas transmission operating diagrams for facilities such as compressor stations, regulator & meter stations, and underground storage facilities. · Becker Compliance Program - Created redline as-founds based on field visits for Becker installed equipment at various gas transmission facilities which include regulator and compressor stations. · California High Speed Rail - Created plans based on field visits to reroute electrical distribution around or under High Speed Rail ROW. · Pole Replacement – Created estimates and drawings based on field visits and worked with local authorities to replace utility poles. Lead the project to ensure it was completed in an accurate and timely manner. Associate Electrical Engineer 2014 – 2018 · Provide engineering and technical support to the electrical distribution team for various engineering projects. Coordinate and conduct field visits to perform a variety of engineering and technical tasks. Assist in technical studies performed by subject matter experts. Coordinate with clients, government entities and other engineering firms on various aspects of assigned projects. EDUCATION & CERTIFICATIONS  Professional Engineer, Mechanical Engineering, California, License 40834  B.S. Mechanical Engineering, California Polytechnic State University, San Luis Obispo, CA .. .. Item 12 Page 119 of 125 Page 17 of 18 EXHIBIT B SCHEDULE .. .. Item 12 Page 120 of 125 International Energy Consultants ENERGY EXPERTS INTERNATIONAL Twin Dolphin Plaza 555 Twin Dolphin Drive, Suite 150 Redwood City, CA U.S.A. 94065 650/593-4261 FAX 650/593-4271 City of Vernon Attention: Claudia Arellano, Utilities Program Analyst 4305 Santa Fe Avenue Vernon, CA 90058 May 26, 2023 Subject: RFP for Natural Gas Project Design, Construction and Repair Services Ms. Arellano, Energy Experts International, EEI, is an international design, engineering, and technical consulting company specializing in energy supply, delivery, and utilization systems and operations. EEI is pleased to submit our cost proposal in response to the city of Vernon’s Request for Proposals titled “Natural Gas Project Design, Construction and Repair Services”. EEI’s technical proposal will be submitted as a separate sealed bid. EEI’s proposal will remain valid for a period of not less than ninety (90) day s from the date of submittal. All the work that EEI performs in this project will be conducted by EEI employees. EEI will not use subcontractors on this project. I look forward to answering any questions you may have on our proposal and discussing it further with you as needed. Regards, Steve Gauthier Sr. Vice President & General Manager Gas & Energy Business Initiatives Energy Experts International 1821 Walden Office Square, Suite 400 Schaumburg, IL 60173 .. .. Item 12 Page 121 of 125 PROPOSAL: E-295 Cost Proposal to Provide Natural Gas Project Design, Construction, and Repair Services Corporate Headquarters 555 Twin Dolphin Drive, Suite 150 Redwood City, California 94065 Phone: 650.593.4261 Fax: 650.593.4271 PREPARED FOR: City of Vernon, California 4305 Santa Fe Avenue Vernon, CA 90058 PREPARED BY: Energy Experts International 1621 Walden Office Square, Suite 400 Schaumburg, IL 60173 Phone: 630-297-9630 May 26, 2023 .. .. Item 12 Page 122 of 125 Fees and Costs EEI proposes to provide company personnel to perform the services detailed in our Technical Proposal at the following costs. EEI proposes to use staff from four different Personnel Classifications depending upon the required work. These classifications are: o Principal Design Engineer o Senior Design Engineer o Design Engineer o Clerical/Administrative EEI will assign personnel from specific categories to complete work tasks depending upon the scope of work, level of detail, and technical complexity of the assignment. Technical work will be supported by personnel from the Clerical/Administrative category as needed. The hourly cost for each classification is presented below. Personnel Classification Straight Time Rate $/Hr. Time and a Half Rate $/Hr. Principal Design Engineer 178.20 267.30 Senior Design Engineer 146.43 219.64 Design Engineer 110.70 166.05 Clerical/Administrative 50.00 75.00 Note: Time and a Half rate is for work performed beyond 40 hours /week. .. .. Item 12 Page 123 of 125 Costs are not provided for equipment and tools since these are included in the basic hourly rate of the staff assigned to specific work in this project. .. .. Item 12 Page 124 of 125 Page 18 of 18 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. .. .. Item 12 Page 125 of 125 City Council Agenda Report Meeting Date:August 15, 2023 From:Carlos Fandino, City Administrator Department:City Administration Submitted by:Diana Figueroa, Administrative Analyst Subject Itron, Inc. Master Sales Agreement for Utility Meter Services Recommendation Approve and authorize the City Administrator to execute a Master Sales Agreement with Itron Inc., in substantially the same form as submitted, for hardware, software, and maintenance services for utility service meters for a total amount not-to-exceed $148,770 for a three-year term. Background The Vernon Public Utilities Department (VPU) is responsible for the maintenance, functionality, and data collection associated with all metering equipment and metering system software for the purpose of accurate billing for meter revenue. VPU collects its electric, water, and gas usage data from meter connections for billing purposes and to obtain pertinent operational consumption data. Itron, Inc. (Itron) provides Software-as-a-Service (SaaS), software license, certain software, hardware, firmware, and equipment, and maintenance and support for the meters in the Electric, Water, and Gas Divisions of VPU. These specialized services allow for remote meter reading of nearly 3,000 communicating devices in the field and offer the utility operation accurate data collection and efficiency, monitoring, and reporting. In 2018, Council authorized an Itron Revenue Meter Software Platform Upgrade that significantly improved the standardization and stability of the meter network, and improved data accessibility and analysis, allowing VPU to manage related department costs, and the ability to better serve its customer base. To fully optimize this most recent investment in meter improvements, it is recommended that Council authorize the Master Sales Agreement with Itron for a three-year term in order to maintain continuity of service and ensure that maintenance and support for the City’s meters is intact. The proposed Master Sales Agreement is exempt from competitive bidding and competitive selection pursuant to Vernon Municipal Code Sections 3.32.110(A)(2) and 3.32.110(B)(1), respectively, as SaaS, software license, firmware and equipment, and maintenance services for existing City utility meters are only available through Itron. The proposed Master Sales Agreement with Itron has been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact The fiscal impact is anticipated to be $148,767.97 and shall not exceed $148,770. Sufficient funds are available in Electric Fund, Customer Service Department, Repairs & Maintenance Account No. 055-050-575-529110 for the current fiscal year and will be budgeted in subsequent years. Attachments 1. Itron, Inc. Master Sales Agreement 2. Itron, Inc. Maintenance Proposal Pricing .. .. Item 13 Page 1 of 62 MASTER SALES AGREEMENT General Terms and Conditions This Master Sales Agreement (this “Agreement”) is made between Itron, Inc. an entity organized under the laws of Washington having an address at 2111 N. Molter Road, Liberty Lake, WA 99019, USA (“Itron”) and City of Vernon, California, a California charter City and California municipal corporation , having an address at 4305 Santa Fe Vernon, CA 90058 US (“Customer”) on [Agreement Start Date] (“Effective Date”). Itron and Customer are collectively referred to as the Parties or a Party, as applicable. 1 Introduction 1.1 Scope and Structure. This Agreement applies to certain products and services provided by Itron to Customer and consists of these General Terms and Conditions, Addenda, Order Documents and Statements of Work. 1.2 General Terms and Conditions. These General Terms and Conditions contain terms and conditions that are generally applicable to all products and services provided by Itron to Customer under this Agreement. 1.3 Addenda. Addenda contain supplemental terms and conditions applicable to certain categories of products and services. Addenda incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule. The Parties may add Addenda to this Agreement by written amendment after the Effective Date. 1.4 Order Documents. Order Documents contain Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services. Order Documents incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule. The Parties may execute additional Order Documents after the Effective Date. 1.5 Order of Precedence. In the event of a conflict between these General Terms and Conditions and an Addendum, the Addendum shall control. In the event of a conflict between an Order Document and these General Terms and Conditions or an Addendum, the Order Document shall control , but only with respect to the applicable products and services. These General Terms and Conditions, an Addendum or Order Document, as applicable, shall control over any conflict with a Statement of Work. 1.6 Purchase Order Requirement. Customer shall purchase or license products or services described in each Order Document or Statement of Work under this Agreement by issuing a purchase order or similar ordering document accepted by Itron (“Purchase Order”) indicating specific products and services, Itron part numbers, quantity, unit price, total purchase price, shipping instructions, requested shipping dates, bill -to and ship-to addresses, tax exempt certifications, if applicable, and contract reference. No contingency contained on any Purchase Order shall be binding upon Itron. The terms of this Agreement shall apply, regardless of any additional or conflicting terms of any Purchase Order or other correspondence or documentation submitted by Customer to Itron, and any such additional or conflicting terms are deemed rejected by Itron. .. .. Item 13 Page 2 of 62 00047596.0 Itron Master Sales Agreement Page 2 of 60 Itron Confidential 2 Definitions. The following defined terms are used throughout this Agreement. Additional terms may be defined in Addenda, Order Documents and Statements of Work. Affiliate means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where "control" means ownership of at least fifty (50) percent of the equity having the power to vote on or direct the affairs of the entity. Claim means an unaffiliated third-party claim, action, cause of action, or demand for damages, cost or expense (including reasonable attorney’s fees) or other relief. Confidential Information means any confidential, trade secret or other proprietary information disclosed by a Party or a Party’s Affiliate related to its business that is designated as “confidential” or which a reasonable person knows or should understand to be confidential, regardless of the form of disclosure and whether of a technical, business or financial nature, i ncluding but not limited to processes and methods, product design and details of operation, product plans, prototypes, schedules, results, reports, computer programs, databases, compilations of data, engineering activity, manufacturing activity, analytical methods, strategies, and the like, but excluding information that: (i) is now or becomes generally available to the public through no fault or breach of the receiving Party; (ii) is rightfully in the receiving Party's possession, or known by it, prior to its receipt from the disclosing Party; (iii) is rightfully disclosed to the receiving Party by a third - party, free of any obligation of confidentiality; (iv) is developed by the receiving Party independently and without reference to the disclosing Party’s Confidential Information, or (v) is rightfully disclosed pursuant to the applicable laws or regulations, or rules of any stock exchange, or orders of the court or other government authorities with notice to the disclosing Party. Customer Data means all data about Customer’s existing or prospective end users that Itron acquires, develops, or derives in connection with performance under this Agreement. Such customer data may include, without limitation, any personally identifying information relating to a Customer’s existing or prospective end user, or any other information that, either individually or when combined with other information could be used to identify a particular Customer end user or a prospective Customer end user, which information is not generally available to the public. Customer Data does not include data sets from which all personally identifiable information and Customer-specific details have been removed (“Anonymized Data Sets”). Defended Party means a Party entitled to defense and indemnification from the other Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions. Defending Party means a Party obligated to provide defense and indemnification to the other Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions. Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other documentation relating to products and services offered by Itron, which Itron customarily makes available to its customers. Fees means all amounts payable to Itron by Customer for products and services provided under this Agreement, as set forth in an Order Document or Statement of Work. Intellectual Property and Intellectual Property Rights mean all industrial and intellectual property, including, without limitation, patents, patent applications, invention registrations, and all other rights in inventions, copyrights in published and unpublished works, whether registered or unregistered, know-how, trade secrets, and confidential and proprietary information, whether such intellectual property has been created, applied for or obtained anywhere throughout the world. .. .. Item 13 Page 3 of 62 00047596.0 Itron Master Sales Agreement Page 3 of 60 Itron Confidential Order Document means (i) any document attached hereto and identified as an Order Document or SOW on the Attachment Schedule on the Effective Date, and (ii) any other document identified as an Order Document or SOW that contains Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services, references this Agreement, and is executed by the Parties after the Effective Date. Statement of Work or SOW means any document describing services to be provided by Itron that is (i) attached hereto and identified as a Statement of Work on the Attachment Schedule, or attached to an Order Document, on the Effective Date, or (ii) any other document identified as a Statement of Work that references this Agreement and is executed by the Parties, or is attached to an Order Document that is executed by the Parties, after the Effective Date. Territory means the country in which Itron delivers products and services to Customer. 3 Term. The term of this Agreement begins on the Effective Date and expires three (3) years following the Effective Date. Any in-process Statements of Work and any accepted Purchase Orders as of the expiration date of this Agreement shall be completed by the Parties and the term of this Agreement will be extended solely for that purpose until completion. This section is subject to Section 11 (“Termination”) of these General Terms and Conditions. 4 Warranties and Disclaimer. 4.1 Warranties. All warranties relating to products and services provided by Itron under this Agreement are set forth in the applicable Addendum or Order Document. 4.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY ITRON UNDER SECTION 4.1 (WARRANTIES”) OF THESE GENERAL TERMS AND CONDITIONS, ITRON MAKES NO WARRANTY OF ANY KIND RELATING TO PRODUCTS AND SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT, AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. ITRON AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT PRODUCTS OR SERVICES WILL BE FREE FROM BUGS, ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE. ITRON ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ITS DATA CENTERS OR DATA CENTERS OF ITS VENDORS VIA WAN, CELLULAR OR OTHER PUBLIC COMMUNICATIONS OR BROADBAND SYSTEMS (INCLUDING OUTAGES, DEVICE NON-REACHABILITY, LOSS OR INACCURATE READING) OR FOR ANY CONSEQUENCES, LOSSES, OR DAMAGES ARISING FROM CHANGES MADE BY CUSTOMER TO THE CONTENT OR PROGRAMMING OF EQUIPMENT (UNLESS CAUSED BY A DEFECTIVE PRODUCT). THESE DISCLAIMERS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT. 5 Intellectual Property. 5.1 Reservation of Intellectual Property. Subject to the limited rights expressly granted by Itron to Customer under this Agreement: (i) Itron reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the .. .. Item 13 Page 4 of 62 00047596.0 Itron Master Sales Agreement Page 4 of 60 Itron Confidential Parties, Itron owns all rights, title and interest in and to its Confidential Information and the products, services and related deliverables provided by Itron under this Agreement. Subject to the limited rights expressly granted by Customer to Itron under this Agreement, Customer reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the Parties, Customer owns all right, title and interest in and to its Confidential Information and Customer Data. All rights, titles, and interests not specifically and expressly granted by either Party hereunder are hereby reserved. Nothing in this Agreement will be understood to preclude or limit Itron from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those delivered to Customer. 5.2 Customer Suggestions. Itron shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer. 6 Fees, Invoicing, Payment, and Taxes. 6.1 Fees. Fees for products and services are set forth in the applicable Order Document or Statement of Work. Unless otherwise provided in an applicable Addendum, Order Document, or Statement of Work, Fees for products and services are in US Dollars and valid for one (1) year from the effective date of the Order Document or Statement of Work. 6.2 Invoicing. Itron will invoice Customer for products and services in accordance with the applicable Addendum, Order Document or Statement of Work. Itron will issue invoices to Customer via email to an email address, which Customer shall designate. 6.3 Payment. Customer must pay each invoice within thirty (30) days of the invoice issuance date. Payment must be made in US Dollars and made by electronic transfer to a bank account designated by Itron. 6.4 Invoice Disputes. Customer shall notify Itron in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the original invoice date. Invoices for which no such timely notification is received shall be deemed accepted by Customer as true and correct, and Customer shall pay all amounts due under such invoices within the period set forth in Section 6.3. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 14. Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by Customer of all undisputed amounts due and payable under this Agreement. 6.5 Late Payment. Except for invoiced payments that Customer has timely disputed, all late payments shall bear interest at the lesser of the rate of one percent (1%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Cu stomer shall also reimburse Itron for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Itron does not waive by the exercise of any rights hereunder), Itron shall be entitled to suspend the provision of any services and/or .. .. Item 13 Page 5 of 62 00047596.0 Itron Master Sales Agreement Page 5 of 60 Itron Confidential delivery of any products if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof. 6.6 Right to Sell Receivables. Customer agrees that Itron is entitled to sell and assign amounts due by Customer related to an undisputed invoice to any third party. Customer agrees to promptly sign all such documents, and take all such further actions, as Itron may reasonably request from time to time to facilitate and/or evidence such sale and assignment. 6.7 Taxes. All prices are exclusive of any taxes, however designated, including without limitation sales or use, goods and services, consumption or other similar fees or taxes imposed on it with respect to the payments due to Itron under this Agreement. Customer shall be responsible for and pay on a timely basis any taxes imposed on it related to products and services provided by Itron pursuant to this Agreement (except for taxes based on Itron’s net income) or shall present Itron with an exemption certificate or direct pay permit authorized by the relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice. The Parties agree to fully cooperate with one another regarding taxes and any related issues arising from this Agreement and to use reasonable efforts to make use of any lawful reliefs or exemptions that could app ly. Customer shall indemnify and hold Itron and its affiliates harmless from any tax liability assessed against Itron or its affiliates but rightfully owed by Customer arising from or related to transactions relating to this Agreement. 7 Third-Party Claims. 7.1 General Claims. The Defending Party will defend the Defended Party from and against Claims arising from personal bodily injury, death, or damage to tangible personal property or real property , and will indemnify the Defended Party from resulting settlements approved by the Defending Party and final judgments entered against the Defended Party, to the extent caused by the negligence of the Defending Party. 7.2 Infringement Claims. Itron will defend, or at its option settle, any Claim against Customer alleging that any Itron -branded products or services, as delivered to Customer, infringe upon any third party’s Intellectual Property Rights within the Territory. If Itron receives notice o f an alleged infringement by any products or services, or if Itron reasonably believes that an infringement Claim is likely, Itron may stop delivery of the affected products or services without liability for failure to deliver them. Itron will have the ri ght, at its sole option, to obtain the right for Customer to continue use of the affected products or services, or to replace or modify the affected products or services so that they are no longer alleged or believed to infringe, if it can be done without significant loss of functionality. If neither of the foregoing options are available to Itron on commercially reasonable terms, Itron may terminate Customer’s use of the affected products or Services without further liability under this section, in which c ase Itron will refund to Customer the depreciated value of the affected product and any prepaid unused portion of the service. 7.3 Conditions to Defense. As a condition to the Defending Party’s obligations under Section 7.1 or Section 7.2 above, the Defended Party must: (i) promptly notify the Defending Party in writing of the Claim; (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner; and (iii) give the Defending Party the sole ri ght to control the defense and settle of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the .. .. Item 13 Page 6 of 62 00047596.0 Itron Master Sales Agreement Page 6 of 60 Itron Confidential Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended P arty; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim. 7.4 Exclusions to Infringement Claim Defense. Itron will have no obligation under Section 7.2 above for any infringement Claim in which infringement is alleged or caused by (i) the combination, operation or use of any product or service provided by Itron with any product or service (including third-party software and equipment) not provided by Itron, (ii) any modification to products or services made either without Itron’s prior written consent or by a person other than Itron or an authorized representative of Itron , (iii) failure to use updated or modified products or services as provided by Itron, (iv) use of any release of Itron software or any firmware other than the most current release made available to Customer, (v) use of products or services not in accordance with this Agreement and applicable Documentation, or (vi) Itron’s compliance with any designs, specifications, or instructions provided by Customer. In addition, Itron shall not be liable for enhanced or punitive damages that could have been avoided or reduced by actions within the control of Customer. 7.5 EXCLUSIVE REMEDY. THIS SECTION 7 CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST CUSTOMER. 8 Insurance. Itron will maintain the following minimum levels of insurance (i) workers’ compensation insurance for Itron employees equal to applicable statutory limits and an employer’s liability policy in an amount not less than $1,000,000.00; (ii) an occurrence form commercial general liability policy or policies in an amount not less than $1,000,000 per occurrence and $2,000,000.00 aggregate; (iii) an automobile liability policy or policies in an amount not less than $1,000,000.00 combined single limit; and (iv) a professional liability policy or policies insuring against liability fo r errors and omissions covering professional activities contemplated under this Agreement in an amount not less than $1,000,000.00. Upon written request, Itron will provide Certificates of Insurance evidencing the coverage described, so long as Itron is providing products or services under this Agreement. 9 Data Protection. The Parties must implement and establish reasonable security protocols for the protection and retention of Customer Data. As between Customer and Itron, Customer will retain its rights in Customer Data; provided, however, Customer hereby grants Itron a non-exclusive, royalty-free, perpetual, worldwide license to copy, modify, use, sublicense, distribute, display, create derivative works of all Customer Data for the purposes of (i) providing products and services to Customer, (ii) testing, troubleshooting, and optimizing performance and quality of Itron’s products and services, and (iii) creating Anonymized Data Sets, so long as Customer is not identifiable and all personally identifiable information is either removed or anonymized. Itron’s use of Anonymized Data Sets, including for the purposes of analysis, reporting, program management, and to maintain, improve, and develop its products and services. shall not conflict with Itron’s obligations under this Agreement and shall comply with applicable data security and privacy protection laws. Itron assumes no responsibility for Customer or third-party content carried on Customer’s or Itron’s systems. Customer warrants and represents that, during the term of this Agreement, (a) it has the legal right and authority to grant Itron access to view, store, and use the Customer Data to provide products and services, and (b) Itron’s transmission, use and storage of any such Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third-party. .. .. Item 13 Page 7 of 62 00047596.0 Itron Master Sales Agreement Page 7 of 60 Itron Confidential 10 Confidentiality. Each Party receiving, possessing, accessing or otherwise acquiring Confidential Information of the other Party acknowledges that the disclosing Party's Confidential Information is the property of and confidential to, or a trade secret of, the disclosing Party. The receiving Party: (a) must keep the disclosing Party's Confidential Information confidential and may not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the disclosing Party’s prior writt en approval; (b) must take all reasonable steps to secure and keep secure all disclosing Party's Confidential Information coming into its possession or control; (c) may not disclose any Confidential Information to anyone other than the receiving Party’s employees, agents, contractors or subcontractors and professional advisors, or those of its Affiliates, who have a need to know such Confidential Information; (d) must use the Confidential Information solely for purposes related to the subject matter of this Agreement or for potential future commercial transactions between the Parties not otherwise covered by a separate agreement; and (e) must ensure that any person to whom it discloses Confidential Information in accordance with this provision is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this Agreement. 11 Termination. Either Party may terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings, or (ii) commits a material breach of this Agreement that remains uncured for thirty (30) days following delivery of written notice of such breach. Any notice of breach must specify (a) the nature of the breach, and (b) the specific act or acts that the non - breaching Party contends would correct such breach. For the avoidance of doubt, Customer’s failure to pay invoices timely will be deemed a material breach of this Agreement. 12 Survival. The following sections of these General Terms & Conditions shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Introduction), 2 (Definitions), 3 (Term), 4.2 (Disclaimer), 5 (Intellectual Property), 6 (Fees, Invoicing, Payment and Taxes), 9 (Data Protection), 10 (Confidentiality), 11 (Termination), 12 (Survival), 13 (Limitation of Liability), 14 (Disputes), 15 (Governing Law and Venue), 17 (Publicity), 18 (Sub-contractor and Outsourcer), 19 (Independent Contractor), and 20 (Miscellaneous). An Addendum or Order Document may also contain provisions that expressly survive termination or expiration of this Agreement or any Order Document or Statement of Work. 13 Limitation of Liability. Except for Customer’s violation of Itron’s Intellectual Property Rights, neither Party will be liable to the other Party for any consequential, indirect, special, incidental, punitive or exemplary damages arising out of this Agreement or products or services provided hereunder (including, but not limited to, damages for loss of data, goodwill, profits other than amounts payable by Customer to Itron hereunder, investments, use of money or facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets), whether or not foreseeable and even if such Party has been advised of the possibility of such damages. Except for Customer’s payment obligations hereunder or violation of Itron’s Intellectual Property Rights, neither Party’s total, aggregate liability to the other Party arising out of or related to this Agreement or any products or services provided hereunder shall exceed the amounts paid and payable by Customer under the applicable Order Do cument or Statement of Work during the twelve month period immediately preceding the date upon which the liability arose, regardless of whether any action or claim is based on contract, warranty, indemnity, negligence, strict liability or other tort or otherwise. .. .. Item 13 Page 8 of 62 00047596.0 Itron Master Sales Agreement Page 8 of 60 Itron Confidential 14 Disputes. The Parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”) in accordance with this Section. A Party shall send written notice to the other Party of any Dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. In the event that such Dispute is not res olved on an informal basis within thirty (30) Business Days after one Party delivers the Dispute Notice to the other Party, either Party may, by written notice to the other Party (“Escalation to Executive Notice”), refer such Dispute to the executives of each Party designated by such Party in a written notice to the other Party (“Executive(s)”). If the Executives cannot resolve any Dispute during the time period ending thirty (30) Business Days after the date of the Escalation to Executive Notice (the last day of such time period, the “Escalation to Mediation Date”), either Party may submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, within sixty (60) Business Days after the Escalation to Mediation Date, either Party may proceed in accordance with the provisions of Section 15 (Governing Law and Venue). Notwithstanding the foregoing, nothing in this Section shall be construed as preventing a Party from seeking available equitable relief, including without limitation, specific performance and injunctive relief in a court of competent jurisdiction. 15 Governing Law and Venue. This Agreement and all related documents, including all addenda attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than t hose of the State of California. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Each Party irrevocably and unconditionally agrees that it will not commence any action , litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Central District of California, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Central District of California , or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 16 Legal Compliance. Each Party must comply with all applicable laws. Itron’s products and services delivered under this Agreement are subject to the U.S. Export Administration Regulations (“EAR”; 15 CFR part 730 et seq.) .. .. Item 13 Page 9 of 62 00047596.0 Itron Master Sales Agreement Page 9 of 60 Itron Confidential and any applicable laws and regulations of the particular country to which such items are shipped or received. Customer shall comply with all applicable export control laws and shall not cause, directly or indirectly, the export, re-export, or transfer of any such items or services to destinations or persons without obtaining any required prior authorization from t he U.S. Government and any other applicable local authorities. Customer shall not do anything to cause Itron to violate such export control laws, including, but not limited to, requesting support for a product that has been unlawfully re -exported or requesting delivery of a product or service intended for a U.S. sanctioned region or person. Each party represents that it is not listed on a U.S. Government restricted party list for export control or trade sanctions purposes, and is not 50% or more owned, in the aggregate, by one or more restricted parties. Customer shall maintain any required export records related to Itron’s products or services and make such records available to Itron upon request. The Parties must comply with all anti -bribery laws and may not make any payments or transfer any item of any value for the purpose of bribing any individual or group, or accepting or participating in any extortion, kickbacks, or other unlawful or improper means to obtain business related to this Agreement or products and services orderable under this Agreement. 17 Publicity. Neither Party may issue a press release related to this Agreement or their relationship without the other Parties’ prior written consent. The Parties may create and approve for publication a press release announcing their relationship under this Agreement. Itron may use Customer’s name and logo as a part of Itron’s normal marketing materials. 18 Nuclear Applications. Customer acknowledges that products and services orderable under this Agreeme nt are not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility. 19 Sub-contractor and Outsourcer. Itron may hire, engage, or retain the services of one or more subcontractors and/or outsourcing providers to perform any or all of its obligations related to its product development, network operations, and/or any portion of services provided under this Agreement. Subcontractors and outsourcing providers that have access to Customer Data will be bound by wri tten obligations of confidentiality and data security requirements as restrictive as those required under this Agreement. 20 Independent Contractor. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. The Parties are independent contractors. Neither Party has any authority to act on behalf of, or to bind the other to any obligation. 21 Force Majeure. Neither Party (the “Impacted Party”) shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Customer’s obligations to make payments to Itron under this Agreement), when and to the extent such failure or delay is caused by or results from acts or omissions (whether in effect on or after the Effective Date of this Agreement) beyond the Impacted Party's reasonable control and without the Impacted Party’s negligence, including, witho ut limitation: (a) acts of God; (b) severe weather, flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) changes in applicable laws or regulations; (e) embargoes or blockades; (f) action or inaction by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) shortage of adequate materials, qualified labor, power or transportation; (j) epidemics, .. .. Item 13 Page 10 of 62 00047596.0 Itron Master Sales Agreement Page 10 of 60 Itron Confidential pandemics or quarantines; and (k) other similar or dissimilar circumstances outside the Impacted Party’s reasonable control and without the Impacted Party’s negligence (each a "Force Majeure"). 22 Miscellaneous. (a) If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction or arbitration panel, such provision will be deleted and the remaining terms will be construed so as to give maximum lawful effect to any such deleted terms. (b) Section numbers and captions are provided for convenience of reference and do not constitute a part of this Agreement. Any references to a particular section of this Agreement will be deemed to include reference to any and all subsections thereof. (c) The Parties agree that neither of them will be deemed the drafter of this Agreement and that no provision will be construed in favor of one Party on the ground that such provision was drafted by the other. (d) No waiver by either Party of any breach under this Agreement will constitute a waiver of any other breach. (e) This Agreement is not made for the benefit of any third parties. (f) All notices under this Agreement must be sent in writing to the addresses identified in this Agreement or to such other address as such Party has notified the other in writing, will be effective on the date received (unless the notice specifies a later date) and must be sent by a courier service that confirms delivery in writing, or by certified or registered mail, postage prepai d, return receipt requested. All communications and notices to be made or given pursuant to this Agreement must be in English. (g) Customer may not assign this Agreement or any of its rights hereunder without Itron’s prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns, but any assignment in violation of this provision will be void. (h) This Agreement may be executed and delivered in counterpa rts, including by a facsimile or by scan and electronic transmission, each of which will be deemed an original. Any document generated by the Parties related to this Agreement may be imaged and stored electronically and introduced as evidence in any proceeding as if original business records. (i) This Agreement contains the complete and entire agreement between the Parties as to its subject matter, and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such subject matter. (j) This Agreement may not be modified except by mutual written agreement signed by the Parties’ authorized representatives expressly modifying this Agreement. Electronic communications do not constitute a “written agreement” under this provision. [Signature Page Follows] .. .. Item 13 Page 11 of 62 00047596.0 Itron Master Sales Agreement Page 11 of 60 Itron Confidential AGREED: Itron, Inc. City of Vernon, California \si2\ \si1\ Signature Signature \na2\ \na1\ Printed Name Printed Name \ti2\ \ Title Title \ds2\ \ds1\ Date Date Itron, Inc. Attest \si2\ \si1\ Signature Signature \na2\ \na1\ Printed Name Printed Name \ti2\ \ti1\ Title Title \ds2\ \ds1\ Date Date Approved as to Form \si1\ Signature \na1\ Printed Name \ti1\ Title \ds1\ Date .. .. Item 13 Page 12 of 62 00047596.0 Itron Master Sales Agreement Page 12 of 60 Itron Confidential ATTACHMENT SCHEDULE • Equipment Addendum • Maintenance and Support Services Addendum • Software Addendum • SaaS Addendum .. .. Item 13 Page 13 of 62 00047596.0 Itron Master Sales Agreement Page 13 of 60 Itron Confidential EQUIPMENT ADDENDUM 1 Relationship to General Terms and Conditions. This Addendum is governed by the General Terms and Conditions and applicable Order Documents. 2 Additional Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions: Equipment means Itron Equipment and Third Party Equipment. Firmware means the object code version of software embedded in Equipment. Itron Equipment means equipment listed on an Order Document for sale to Customer under this Agreement that is manufactured by or on behalf of Itron. Third-Party Equipment means equipment listed on an Order Document for sale to Customer under this Agreement that is not manufactured by or on behalf of Itron. Warranty Period means the Itron Equipment warranty period specified on the attached Itron Equipment Warranty Table, if no other applicable Warranty Period is specified in the Order Document, or the Warranty period set forth in the Order Document, if the Order Document specifies the applicable Warranty Period. 3 Ordering Equipment. Customer shall order Equipment by issuing a Purchase Order to Itron in accordance with this Agreement. 4 Invoicing. Itron will invoice Customer for Equipment , any related surcharges, and reimbursable shipping-related expenses, on or after the date of shipment. 5 Ordering, Lead Time & Ship Date. Scheduled shipping dates will be assigned by Itron as close as possible to Customer’s requested date based on Itron’s then-current lead times for the Equipment. Upon Customer’s request, Itron will communicate current lead times. Itron will also communicate scheduled shipping dates in the order acknowledgment or on Itron’s customer portal. 6 Order Cancellation & Rescheduling. Purchase Orders for Equipment may not be canceled or rescheduled by Customer, unless agreed to by Itron. 7 Forecasts. Each month Customer will provide Itron with a rolling, nonbinding, minimum 12 -month forecast of Customer’s anticipated Equipment demand. 8 Shipment, Title & Risk of Loss. Itron will ship Equipment to the location specified in the applicable Purchase Order. Unless otherwise provided in a Pricing Summary to this Agreement, Customer is responsible for reimbursing Itron’s freight, insurance, and other shipping expenses, which will be invoiced to and paid by Customer. At Customer’s request, Itron will make shipping arrangements with Customer’s designated carrier to ship Equipment from the production facility to the final delivery destination on Customer’s account, if Customer provides Itron with account and other information required by Itron to make such arrangements. Otherwise, Itron will select the carrier. Risk of loss and title to Equipment shall transfer .. .. Item 13 Page 14 of 62 00047596.0 Itron Master Sales Agreement Page 14 of 60 Itron Confidential to Customer upon shipment. Itron may charge Customer reasonable storage fees if Customer’s designated carrier fails to take delivery of Equipment within five (5) business days of the date Itron makes such Equipment available for shipment. 9 Documentation. Itron will make its standard Documentation for Itron Equipment available via download. Itron will provide Customer with download instructions. 10 Equipment Firmware. The purchase of Itron Equipment includes a nonexclusive license under Itron copyrights to use Firmware in Itron Equipment. The license to any Firmware in Third-Party Equipment purchased by Customer through Itron shall be between Customer and the manufacturer of the Third-Party Equipment. 11 Returns. Except as provided in Section 12 below, Itron does not accept returns unless: (i) Itron shipped a product other than as specified in the Purchase Order, (ii) such product is unopened, and (ii) the product is returned in accordance with Itron’s then current RMA policy and procedures. 12 Itron Equipment Warranty. Itron warrants solely to Customer that, during the Warranty Period, Itron Equipment will be free from defects in materials and workmanship and will conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for a breach of the foregoing warranty, Itron will, at its option and expense: (i) repair or replace faulty Itron Equipment under warranty after it has been returned to an Itron -designated repair facility during the Warranty Period in accordance with Itron’s then current RMA policy and procedures, (i i) provide Customer with a Firmware or software fix to correct the nonconformity, or (iii) if Itron determines (in its reasonable judgment) that it is unable to provide a remedy specified in item (i) or (ii) of this section, Itron will provide Customer with a depreciated refund of the purchase price for the applicable Itron Equipment. Customer will pay the cost of returning Itron Equipment to the Itron designated repair facility and Itron will pay the cost of returned repaired or replacement Itron Equipment to Customer. Customer is responsible for any labor costs associated with removal or reinstallation of Itron Equipment. Repaired and replacement Itron Equipment will be warranted for the remainder of the Warranty Period, or sixty (60) days from the ship date of the repaired or replaced Itron Equipment, whichever is longer. Additional warranty terms for specific Itron Equipment may be specified in the attached Itron Equipment Warranty Table. 13 Itron Equipment Warranty Exclusions. The above warranty and additional warranty terms in the attached Itron Equipment Warranty Table do not cover Itron Equipment in poor operating condition due to: (a) changes made to Itron Equipment without Itron’s prior written consent; (b) use with cables, mounting kits, antennas, battery backups and other devices, third party software or firmware that Itron has not provided to Customer or approved in writing for use with Itron Equipment; (c) Customer’s or a third party’s misuse, abuse, negligence, or failure to install, test, handle or operate Itron Equipment in accordance with its Documentation; (d) a Force Majeure event; or (e) incorrect data, or data entry or output by Customer or a third party not under Itron’s control. Additional warranty exclusions for specific Itron Equipmen t may be specified in the attached Itron Equipment Warranty Table. Customer may request that Itron repair Itron Equipment damaged by any of the foregoing; if Itron agrees to make such repairs, Customer may be charged additional Fees. .. .. Item 13 Page 15 of 62 00047596.0 Itron Master Sales Agreement Page 15 of 60 Itron Confidential 14 Integration of Itron Equipment. If Customer purchases Itron Equipment for integration into third-party devices or other third-party hardware, Customer must obtain warranty service for the Itron Equipment from the third -party integrated device provider. 15 Equipment End of Sale. 15.1 Notice. During the applicable pricing period, Itron will provide Customer with no less than one hundred and eighty (180) days’ notice before discontinuing the sale of any Itron Equipment set forth in an Order Document, provided that Customer has purchased such Itron Equipment within the three hundred and sixty-five (365) day period preceding the date upon which notice is to be given. During the foregoing notice period, Customer may place non -cancellable non- returnable “last time buy” Purchase Orders for any Itron Equipment identified in the end of sale notice, unless such discontinued sale is due to a Force Majeure Event in which case the last time buy will be governed by the Force Majeure Event notification. Customer must take delivery of all such Itron Equipment ordered within one hundred and eighty (180) days of the Purchase Order acceptance date or within thirty (30) days from shipment availability, whichever is longer. Itron’s sole obligation with respect to the discontinuance of Third-Party Equipment is to provide Customer with any end of sale notice that Itron receives from the Third-Party Equipment manufacturer. 15.2 Replacement Itron Equipment. Itron will not end of sale any Itron Equipment during the pricing period without making functionally equivalent replacement equipment available for purchase by Customer, provided such functionality is listed in the Itron Documentation for such Itron Equipment in use by Customer. Any such replacement equipment will be backwards compatible and interoperable with other Itron Equipment to the same extent as the Itron Equipment it was designed to replace. Itron may either (i) disable any new functionality or features provided by the replacement equipment, or (ii) if Itron is unable to disable any new functionality or features in the replacement equipment, or Customer elects to purchase such new functionality or features, charge Customer the applicable fees for such new functionality or features. 16 Third-Party Equipment Warranty. Itron is not the manufacturer of the Third Party Equipment and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, fitness for use, merchantability, condition, quality, performance or non -infringement of Third-Party Equipment. Third Party Equipment shall be subject to any warranties provided by the Third Party Equipment manufacturer. Itron will pass through to Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any warranties and remedies received from the Third Party Equipment manufacturer. 17 Survival. The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditio ns), 2 (Additional Definitions), 4 (Invoicing), 6 (Order Cancellation & Rescheduling), 8 (Shipment, Title & Risk of Loss), 10 (Equipment Firmware), 11 (Returns), 12 (Limited Itron Equipment Warranty), 13 (Itron Equipment Warranty Exclusions), 14 (Integration of Itron Equipment), 15 (Third-Party Equipment) and 16 (Survival). .. .. Item 13 Page 16 of 62 00047596.0 Itron Master Sales Agreement Page 16 of 60 Itron Confidential ITRON EQUIPMENT WARRANTY TABLE Itron Equipment or Repair Service Warranty Period and Additional Warranty Terms 100W+ series water module (including battery) 500W series water module (including battery) Each 100W+ and 500W series water module (including battery) (each, a “Water Module” and collectively, the “Water Modules”) receives a 20-year warranty consisting of 10 years of warranty coverage under Section 12 (“Itron Equipment Warranty”) followed by 10 years of discounts against replacement products, as described below: Warranty Period: 10 years from date of shipment. Discount Period: If a Water Module (including battery) fails during the ten-year period following expiration of the applicable Warranty Period (the “Discount Period”), subject to applicable warranty exclusions under Section 13 (“Itron Equipment Warranty Exclusions”), Itron will provide Customer with a discount off Itron’s then-current list price for any available Itron water module to replace the failed Water Module (including battery) per the discounts set forth below: Discount Period Discount Years 1 through 5 50% Years 6 through 10 25% Itron does not guarantee that replacement Water Modules will be backwards compatible. Warranties on the applicable Water Modules shall be void if (a) such Water Module is used in connection with a third- party reading system that has not been approved by Itron in writing; or (b) Customer utilizes the two (2) battery version of such 500W Water Module in mobile mode for more than two (2) consecutive years. CGR ACT Module (CAM) Warranty Period: 5 years from date of shipment. Itron Leak Sensor CENTRON Electric Meter Warranty Period: 3 years from date of shipment. Intellis Gas Meter SENTINEL Electric Meter QUANTOMETER (MZ) Gas Meter Warranty Period: 2 years from date of shipment. ROTARY (DELTA) Meter TURBINE (FLUXI) Gas Meter Repairs or updates for out-of-warranty electricity meters Additional Warranty Terms: Itron shall perform the repairs or updates with reasonable care and in a diligent and competent manner. Itron's sole obligation in connection with repair or update failures shall be, at its option, to correct or re perform repairs/updates or refund to Customer the amount paid for the repairs/updates. Customer must report any deficiencies in repair work to Itron in writing .. .. Item 13 Page 17 of 62 00047596.0 Itron Master Sales Agreement Page 17 of 60 Itron Confidential Itron Equipment or Repair Service Warranty Period and Additional Warranty Terms within 90 days of shipment to receive the remedies described herein. Repairs or updates for out-of-warranty Socket Based Routers, Pole Mounted Routers and Routing Nodes Additional Warranty Terms: Itron shall perform the repairs or updates with reasonable care and in a diligent and competent manner. Itron's sole obligation in connection with repair or update failures shall be, at its option, to correct or re perform repairs/updates or refund to Customer the amount paid for the repairs/updates. Customer must report any deficiencies in repair work to Itron in writing within 90 days of shipment to receive the remedies described herein. All other Itron Equipment not listed above. Warranty Period: 1 year from date of shipment. .. .. Item 13 Page 18 of 62 00047596.0 Itron Master Sales Agreement Page 18 of 60 Itron Confidential MAINTENANCE AND SUPPORT SERVICES ADDENDUM 1. Relationship to General Terms and Conditions. This Addendum is governed by the General Terms and Conditions and applicable Order Documents. 2. Additional Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions: Annual Adjustment means Itron’s annual price increase. Annual Fees means the annual fees identified in an Order Document for each category of Covered Product, plus the Annual Adjustment, if any. Client Services Guidelines Documents means the following documents as they may be updated by Itron from time to time: “Product Contact Information Sheet”, “After Hours Support”, “Itron Equipment Repair Center Locations”, and “Working Effectively with Itron Global Services”. Copies of the Client Services Guidelines Documents may be obtained b y calling (877) 487-6602 or such other number or process provided by Itron to Customer. Covered Equipment means Itron equipment identified as “Covered Equipment” in an Order Document. Covered Firmware means Itron’s network and application firmware embedded within a communicating device identified in an Order Document (e.g., network interface cards, meters, endpoints, network equipment, etc.) for which Customer has purchased firmware Maintenance Services. Covered Products mean Covered Firmware, Covered Software, Covered Equipment and Third Party Covered Products. Covered Software means Itron software identified as “Covered Software” in an Order Document. Error means a material failure of Covered Firmware or Covered Software to comply with applicable published Itron specifications. Fix means a correction or workaround for an Error. Global Support Services means those support services provided by Itron technical representatives via telephone, email, website or other means to assist Customer’s Primary Service Contacts with questions or issues related to the operation of Covered Products. Improvement means an update, modification, enhancement and/or extension to Covered Software functionality that is included in a Release. M&S Commencement Date means the date upon and after which a Covered Product will be entitled to receive Maintenance Services, which unless otherwise provided in the applicable Order Document, will be as follows: .. .. Item 13 Page 19 of 62 00047596.0 Itron Master Sales Agreement Page 19 of 60 Itron Confidential Covered Product M&S Commencement Date On premise Covered Software First day of month following date Covered Software is made available to Customer Covered Firmware Date of shipment of the applicable communicating device Covered Software provided as Software- as-a-Service or Hybrid SaaS subscription The earlier of (1) validation of Software- as-a-Service implementation by Itron pursuant to the applicable Statement of Work, or (2) sixty (60) days after completing application system setup Covered Equipment End of warranty period Third Party Covered Products Per applicable third-party service provider terms and conditions Maintenance Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof. Maintenance Services means services provided under this Addendum. Operating Condition means performance in accordance with applicable published Itron specifications. Primary Services Contacts means Customer’s primary support staff who provides internal support to Customer’s operations personnel and who are key interface to Itron for all Maintenance Services. Release means a collection of Fixes and / or Improvements made available by Itron to Customer. Service Levels means the defined level of impact and associated response time, effort level, and escalation path procedures and guidelines described in Attachment A -1 to this Addendum. Service Request means an Itron tracked Customer request for Global Support Services. Third Party Covered Products means third-party equipment and third-party software identified as “Third Party Covered Products” in an Order Document. 3. End of Support. Itron may discontinue Maintenance Services for any Covered Equipment, Covered Firmware or Covered Software, effective as of the end of the applicable Maintenance Billing Cycle, by giving Customer written notice of such discontinuance no less than one hundred eighty (180) days prior to the end of such Maintenance Billing Cycle. The end of sup port date for a Third Party Covered Product shall be the date specified by the applicable third -party service provider, which date will be promptly communicated by Itron to Customer following the date of receipt. .. .. Item 13 Page 20 of 62 00047596.0 Itron Master Sales Agreement Page 20 of 60 Itron Confidential If the end of support date is scheduled within a subsequent Maintenance Billing Cycle, Annual Fees for that subsequent Maintenance Billing Cycle will be pro-rated through the end of support date. At Customer’s request, or as defined in a related SaaS addendum / Order Document, Itron may elect to provide custom support for products for which Maintenance Services have been discontinued at Itron’s then-current rates. Unless otherwise agreed by the Parties in accordance with the foregoing sentence, Itron shall have no obligation to provide Maintenance Services with respect to Covered Products for which Itron has discontinued Maintenance Services. Periodically, Itron will make available product plan publications, including product information letters (PIL), product newsletters or written technology roadmaps which outline Itron’s general plans for continued support and end of support of applicable Covered Products. Product publications are used as general guidelines for Customer communications and planning, which may be updated from time to time. 4. Principal Services Contacts. a. Designation by Customer. Customer shall designate a minimum of one and not more than two Primary Services Contacts for each Covered Product line, to serve as administrative liaisons for al l matters pertaining to Maintenance Services for such Covered Product line and shall provide their contact information to Itron’s customer account representative. Primary Services Contacts shall promptly report problems with Covered Products by submitting a Service Request for entry into Itron’s support tracking system. Although it is Customer’s sole right to choose its Primary Services Contacts, Customer and Itron acknowledge that each Primary Services Contact must have the appropriate technical skills an d training for the position. If Customer replaces a Primary Services Contact, Customer will provide updated contact information to Itron’s customer account representative, and the new Primary Services Contact will be properly trained prior to interfacing with Itron support personnel. b. Training of Principal Services Contacts. Before a Primary Services Contact interfaces with Itron support personnel, he/she will attend training sessions offered by Itron, an Itron-approved trainer, or Customer’s training program approved by Itron to ensure that the Primary Services Contact is (i) knowledgeable about operation of the applicable Covered Products, and (ii) qualified to perform problem determination and remedial functions with respect to such Covered Products. Cu stomer may perform Itron-approved training or may engage Itron to perform training of Primary Services Contacts at Itron’s then current rates. Itron will make training sessions available by remote video conference or training will be made available at a l ocation or in a manner mutually agreed by the Parties. Customer shall be responsible for all Customer’s associated travel-related expenses and, if the Parties agree that training will be provided at a location other than an Itron-designated facility (e.g., at a Customer-proposed facility), Customer will also reimburse Itron’s travel-related expenses. The Primary Services Contacts must have the skills and capabilities to train other Customer personnel on Covered Products. Itron may update Covered Product training from time to time and, upon receiving notice of such .. .. Item 13 Page 21 of 62 00047596.0 Itron Master Sales Agreement Page 21 of 60 Itron Confidential updates from Itron, Customer shall promptly provide such training to its Primary Services Contacts in accordance with this Section. 5. Global Support Services & Service Requests. a. Global Support Services. Itron will make support representatives available to provide technical support during its then current normal business hours as set forth in the Product Contact Information Sheet included within the Client Services Guidelines Document. Global Support Services include troubleshooting & problem diagnosis relating to Covered Products; release or system management consulting; and recommendations for fully utilizing Covered Products. Customer acknowledges and agrees that Global Support Services are not intended as a substitute for training of Customer personnel, field support, or Itron professional services. Nor will Customer use Global Support Services in lieu of having qualified and trained support personnel of its own. b. Service Request Process. Customer shall submit Service Requests in the manner required by the Client Services Guidelines Documents and Service Levels. Customer may submit Service Requests on a 24/7/365 basis and Itron will respond to such Service Requests in accorda nce with the Service Levels. When Customer submits a Service Request, Customer will reasonably assess its urgency according to the appropriate Severity Level in Attachment A-1 to this Addendum. Itron will designate the initial Severity Level and the Part ies will resolve any perceived gap regarding the Severity Level designation as soon as is reasonably practical. c. Field Support. At Customer’s request, and Itron’s approval, Itron will dispatch support personnel to Customer’s location to provide onsite Global Support Services (“Requested Field Support”) related to a reported problem which cannot be addressed remotely. Requested Field Support will be billed at Itron’s then-current rates, and Customer will reimburse Itron’s travel-related expenses, unless the cause of the reported problem is found to be the fault of Itron. 6. Itron Firmware and Software Maintenance. a. Scope. Firmware Maintenance Services covers its associated Covered Firmware embedded within the applicable communicating device. Software Maintenance Services covers its associated Covered Software sold as any of the following: (i) on premise software license, and (ii) Software-as-a-Service or SaaS Hybrid subscription for software residing in the Itron cloud. b. Modifications. Itron may modify or replace Covered Firmware and Covered Software so long as such modifications or replacements do not eliminate key, documented functionality provided by the most current System Release. c. Fixes. Itron shall provide Fixes in accordance with the Service Levels. Itron’s obligations with respect to Service Levels are contingent upon Customer (i) devoting the same level of effort to resolving the Error as is required of Itron, (ii) responding to requests ma de by Itron .. .. Item 13 Page 22 of 62 00047596.0 Itron Master Sales Agreement Page 22 of 60 Itron Confidential within the applicable Response Time, (iii) assigning only qualified personnel to help Itron address the Error, and (iv) providing all information, access, and assistance reasonably requested by Itron to address the Error. d. Improvements. Itron shall provide Improvements, if any, at no charge to Customer if such Improvements are made within the current product specifications and are made available to Itron customers generally at no charge. Improvements released as new add -on modules/features and not part of the products original specifications, may require additional licensing and support fees and will be made available at Itron’s then current rates. e. Software Releases. i. Release Numbering Convention. Upgrades, Fixes and/or Improvements are made available to customers through periodic Software Releases. For informational purposes, Itron’s current practice (which may be changed by product, at any time in Itron’s discretion) is to provide Software Releases using the numbering guideline, "X.X.X.X" ii. The first place, "X.X.X.X", in Itron’s numbering convention refers to a "Major Release”, or “System Release", which consists of a new version of Covered Software. A Major Release may include architectural changes, Improvements, Fixes and / or interfaces to new functional modules or platforms. A Major release may require infrastructure or component updates which affect compatibility with previous release versions. iii. The second place, "X.X.X.X", in Itron’s numbering convention refers to a "Minor Release, which is an update to a current Major Release. A Minor Release may include consolidation of previous Service Packs, Improvements, Fixes, platform / 3rd party updates. Minor Release are provided to Itron customers on a regularly scheduled basis. iv. The third place "X.X.X.X", in Itron’s numbering convention refers to a "Service Pack, which is an update to specific modules found in a current Major Release. A Service Pack may include Fixes to Severity 1 - Severity 4 issues for a specified Minor or Major Release. v. The fourth place, "X.X.X.X", in Itron’s numbering convention refers to a "Hot Fix," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a critical Severity Level 1 Error. While not utilized by all Itron software product lines, Hot Fix releases are not made available to Itron customers generally but may be included in the next scheduled Minor Release or Service Pack for general release. f. Support for Covered Firmware. Itron will only provide Maintenance Services for Covered Firmware if Customer: (i) is current on all applicable fees for such Maintenance Services, (ii) tests and installs the latest Covered Firmware Fix within twelve (12) months of being made available to Custo mer, and (ii) tests and installs the latest Covered Firmware Improvement within twenty -four (24) months of being made available by Itron. .. .. Item 13 Page 23 of 62 00047596.0 Itron Master Sales Agreement Page 23 of 60 Itron Confidential g. Support for On Premise Itron Enterprise Edition and OpenWay Software. Itron will only provide Maintenance Services for on premise Itron Enterprise Edition and OpenWay software if Customer: (i) pays the applicable fees for such Maintenance Services, (ii) tests and installs Service Pack Releases associated with the Major or Minor R elease in use by Customer within twelve (12) months of such Service Pack Releases being made available to Customer, and (iii) tests and installs the latest Major or Minor Releases within twenty-four (24) months to thirty-six (36) months of such Software Release being made available by Itron. h. Support for Other On Premise Covered Software. Itron will only provide Maintenance Services for other on premise Covered Software if Customer: (i) pays the applicable fees for such Maintenance Services, and (ii) tests and installs Major, Minor and Service Pack Releases within twelve (12) months of such Software Releases being made available by Itron. i. Support for SaaS or IaaS. Itron will only provide Maintenance Services for Covered Software sold as a Software -as-a- Service or Hybrid SaaS subscription if Customer: (i) is current on all applicable fees for such Software-as-a-Service or SaaS Hybrid subscription and related Maintenance Services, and (ii) tests a Release as installed by Itron either in Customer’s producti on Software-as-a- Service or Hybrid SaaS environment, or in Customer’s funded non-production Software-as- a-Service or Hybrid SaaS environment, prior to Customer’s full production use of the Release. j. Support for Unsupported Itron Software and Firmware. At Customer’s request, Itron may elect to provide Maintenance Services for an unsupported Release at its then-current rates. k. Mandatory Revisions. Customer must install all software and firmware updates, patches, and service packages provided by, or as directed by, Itron from time to time and which may be required to correct errors, vulnerabilities, third-party concerns, or as otherwise necessary to ensure proper functioning of the Covered Software or to protect the interests of the Parties (“Mandatory Revisions”). ITRON IS NOT LIABILE FOR ANY CUSTOMER OR THIRD-PARTY DAMAGES RESULTING FROM CUSTOMER’S FAILURE TO INSTALL ANY MANDATORY REVISION IN A TIMELY MANNER. l. Installation Services for On Premise Releases. Maintenance Services for on premise Covered Software and Covered Firmware includes the following Release installation services: limited, remote consulting support, during standard business hours, for Covered Software and Covered Firmware on Itron-approved server configurations for one production server and one non-production server (test, training, or back-up – for example) owned / operated by Customer. At Customer’s request, Itron may provide on premise Software Release installation services for System Releases or Service Packs on current certified production servers, additional production servers or nonproduction servers, at its then-current rates. Itron will install Releases to Covered .. .. Item 13 Page 24 of 62 00047596.0 Itron Master Sales Agreement Page 24 of 60 Itron Confidential Software sold as a Software-as-a-Service or Infrastructure-as-Service subscription in accordance with the applicable terms and conditions for such services. m. Restoring Firmware or Software to Maintenance Services. If Customer declines or discontinues Maintenance Services for Covered Firmware or Covered Software and thereafter wishes to resume such Maintenance Services for the most recent Release of that Covered Firmware or Covered Software, Customer shall, prior to receiving Maintenance Services, notify Itron in writing of its request for Maintenance Services and pay Itron’s then-current re-initiation fee, which shall not exceed an amount equal to all Annual Fees that would have been invoiced for the applicable Covered Firmware or Covered Software if Customer had not elected to decline or discontinue Maintenance Services for that Covered Firmware or Covered Software, plus a five percent (5%) markup, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle. n. Exclusions. Itron shall have no obligation to provide Maintenance Services for, or liability to Customer for Covered Software adversely affected by (i) use of Covered Firmware or Covered Software by anyone other than Itron in combination with software, equipment, or communications networks not referenced in the Documentation as being compatible with the Covered Firmware or Covered Software; (ii) modification or recompiling of Covered Firmware or Covered Software or Covered Software installation instructions / installation scripts or database schema scripts, or improper installation of a Release, by anyone other than Itron, (iii) failure to perform customer responsibilities describe in this Addendum, (iv) use of an unsupported version of Covered Firmware or Covered Software by anyone other than Itron; (v) Customer’s failure to implement a Mandatory Revision; (vi) maintenance and/or support of Covered Firmware or Covered Products other than by Itron; or (vii) viruses introduced through no fault of Itron. o. Documentation and Backup. Itron will make an electronic copy of the Documentation available to Customer at no additional charge via physical media or download access. Itron will also maintain a copy of its most recent supported version of executable Covered Firmware and on premise Covered Software to be made available to Customer or installed by Itron as necessary in the event of corrupted or inoperative Covered Firmware or on premise Covered Software. Said copy of executable Covered Firmware or on premise Covered Software or Third -Party software does not relieve Customer of its responsibility to backup and managed its Covered Firmware or on-premise software installation as part of ongoing system operation. p. Customer Responsibilities. The provision of Maintenance Services for Covered Firmware or Covered Software by Itron assumes that Customer will facilitate such services as follows: i. Service Requests. Customer will support Itron investigation and restoration efforts as defined in the Service Level table and will act upon / implement support solutions and workarounds recommended by Itron in a timely fashion. When escalating a Service Request with Itron, Customer’s Primary Service Contact shall collect and provide all data logs, findings, analysis, and any .. .. Item 13 Page 25 of 62 00047596.0 Itron Master Sales Agreement Page 25 of 60 Itron Confidential relevant forensic information pertaining to the issue as outlined in Client Services Guideline Documents. ii. Data Review. If Itron determines that it is necessary to evaluate Customer data to reproduce error conditions not reproducible with Itron’s standard test data sets, Customer will provide Itron with reasonable access to such data. Itron shall not be liable for any delay or failure to resolve the problem if access to such Customer data is denied to Itron. iii. Installation and Upgrades. Customer will engage Itron Global Support Services or their Itron account team for any Covered Firmware or on premise Covered Software installations and upgrades which require support beyond that provided herein. iv. Remote Access. Customer is responsible for supporting necessary remote access to Covered Firmware or on premise Covered Software by Itron support personnel assigned to provide Maintenance Services for purposes of remote diagnosis and troubleshooting of Covered Firmware or on premise Covered Software. Itron shall not be liable for any delay or failure to resolve a problem if remote access to Covered Firmware or on premise Covered Software is denied to Itron. v. System Configuration, Operation and Maintenance. Customer is responsible for the configuration, operation, and maintenance of equipment, system peripherals, operating system, and data communications environment associated with on premise Covered Software. These activities include but are not limited to checking audit logs, clearing discovered exceptions, and performing daily, weekly, and monthly operational tasks and systems responsibilities. Customer is responsible for any change made to Customer’s software system, operating system, database or network configuration or any change to installation procedures, scripts, or any other provisions that materially affect the usability or operation of on premise Covered Software. Customer will consult with Itron prior to making any mat erial changes that may affect the installation or operation of on premise Covered Software. vi. Network Administration. Customer is responsible to monitor and maintain, repair, replace and upgrade its local, and wide area network components (if any)—including network servers, network clients, network hubs, routers, modems, and other software components necessary for efficient and reliable network operations associated with Covered Firmware or on premise Covered Software—to ensure continued conformance with the applicable published Itron specifications. In addition, Customer is responsible to administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control. vii. Database Administration. Customer is responsible to administer the agreed upon database(s) associated with on premise Covered Software, including hardware and software components, in accordance with the Documentation, which administration shall include, monitoring the database server, backing up electrical power sources, and configuring and administering of database schema, .. .. Item 13 Page 26 of 62 00047596.0 Itron Master Sales Agreement Page 26 of 60 Itron Confidential application interfaces, networking operating system, communications, and file transfer software. Customer is responsible to maintain database files (e.g., truncate, cleanup, and delete files consistent with industry standard practices) and perform regular data backup and data archiving. 7. Itron Equipment Maintenance. a. Preventive and Corrective Maintenance. Upon receipt of an item of Covered Equipment, Itron shall (i) perform preventative Maintenance Services necessary to maintain the Covered Equipment in Operating Condition, and (ii) diagnose and correct any failure in the Covered Equipment as necessary to meet Operating Condition, excluding minor cosmetic deficiencies such as blemishes, dents or scratches. b. Maintenance Procedures. Customer shall initiate a request for Maintenance Services for Covered Equipment by delivering the Covered Equipment to the applicable Itron Certified Repair Center ident ified on the Itron Equipment Repair Table. Return of Covered Equipment shall be at Customer’s expense and in accordance with Itron’s then-current Return Material Authorization (“RMA”) procedures. Upon receipt of Covered Equipment (with the required information) under Itron’s RMA procedures, Itron shall assess the item to determine (a) whether it is in fact Covered Equipment and (b) whether the maintenance requested is included within the Maintenance Services ordered by Customer and not otherwise excluded from coverage. If the returned equipment is determined to be Covered Equipment and the maintenance requested is included in the Maintenance Services ordered by Customer, Itron shall provide the applicable Maintenance Services and return the item of Covered Itron Equipment to Customer at Itron’s expense within the applicable turnaround time identified on the Itron Equipment Repair Table. If Itron determines that returned equipment is not Covered Equipment or is excluded from the Maintenance Services ordered by Customer, then Itron will proceed in accordance with the estimation fees section below. c. Exclusions. Covered Equipment Maintenance Services do not include repairs related to: (i ) damage due to accident, abuse, misuse, inadequate maintenance, problems caused by electrical power surges or acts of God outside of the tolerances set forth in the applicable published Itron specifications; (ii) service or repair processes (including installation or de-installation of equipment, parts, or firmware/software) not performed or authorized by Itron; (iii) use of parts, configurations or repair depots not certified or authorized by Itron; or (iv) Customer’s failure to perform material Customer responsibilities in accordance with this Addendum, including caring for Covered Equipment in accordance with applicable Documentation. d. Estimation Fees. Itron will provide Customer with a price quote for the estimated cost (including current inspection fees), including labor, materials and shipping, for any repairs to equipment that are requested, which Itron determines are excluded from or not included within the Maintenance Services ordered by Customer. If Customer elects not to proceed with the .. .. Item 13 Page 27 of 62 00047596.0 Itron Master Sales Agreement Page 27 of 60 Itron Confidential requested repair, Itron will return the item of equipment at Customer’s expense and Itron may charge Customer its then-current inspection fee. e. Adding/Restoring Equipment to Maintenance Services. Following the Effective Date, additional Covered Equipment purchased by Customer, of a similar type and model already covered under this Addendum, shall automatically be deemed to be Covered Equipment following the M&S Commencement Date. If Customer declines or discontinues Maintenance Services for any Covered Equipment and thereafter wishes to add or restore such equipment as Covered Equipment, Itron may, prior to such equipment being included as Covered Equipment, inspect such equipment at Itron’s then current rates to determine whether it is in Operating Condition and/or charge Itron’s then current re-certification fee, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle (the “Re-initiation Costs”). At Customer’s request, Itron will provide Customer with a quote for estimated Re-initiation Costs for equipment that Customer wishes to add or restore as Covered Equipment under this section. f. Equipment Responsibilities. Itron shall make available, and Customer shall obtain, a copy of the Documentation for Covered Equipment and Customer will be responsible to perform preventive maintenance for each such item in accordance with such Documentation. Customer shall also keep accurate records of Covered Equipment serial numbers and locations to assist Itron with performing Maintenance Services 8. Fees and Invoicing. As compensation for the Maintenance Services, Customer shall, in advance, pay to Itron Annual Fees for each Maintenance Billing Cycle in which it receives Maintenance Services. Itron shall invoice Customer for Maintenance Services to be provided during the first Maintenance Billing Cycle as soon as practicable following the Effective Date. For Maintenance Services provided during any subsequent Maintenance Billing Cycle, including Maintenance Services for newly purchased or licensed Covered Products, Itron shall provide Customer with a renewal notice at least 120 days prior to the commencement of each Maintenance Billing Cycle. Customer may discontinue Maintenance Services for any Covered Product(s) by providing Itron with written notice of non-renewal for such Covered Product(s) no less than 90 days prior to the commencement of any subsequent Maintenance Billing Cycle. Otherwise, approximately 20 days prior to the commencement of each subsequent Maintenance Billing Cycle, Itron shall provide Customer with an invoice for Annual Fees payable by Customer for the forthcoming Maintenance Billing Cycle. Itron may, in its discretion, invoice Customer for Maintenance Services for a Covered Product that is added during any Maintenance Billing Cycle as soon as such Maintenance Services have been added (at a prorated amount) or at the beginning of the next Maintenance Billing Cycle. The Annual Fee for any partial Maintenance Billing Cycle (i.e., for Covered Products with a Maintenance Commencement Date or an increase in the applicable Annual Fees that falls after the beginning of the Maintenance Billing Cycle) shall be prorated based on the applicable M&S Commencement Date or Annual Fee increase date and the remaining number of months Customer is to receive Maintenance Services during such Maintenance Billing Cycle. .. .. Item 13 Page 28 of 62 00047596.0 Itron Master Sales Agreement Page 28 of 60 Itron Confidential 9. Support for Third Party Products. Itron shall provide first tier Global Support Services for Third Party Covered Products by handling all Customer inquiries, attempting to identify the component involved in the problem and obtaining appropriate documentation of such inquiry or problem. In addition, Itron shall make commercially reasonable efforts to facilitate Customer’s receipt of maintenance and support for such Third-Party Covered Products consistent with the third- party maintenance terms identified on the applicable Order Document. Notwithstanding anything else to the contrary, Itron’s sole obligation under this Addendum with respect to Third Party Covered Products shall be as set forth in this section. 10. Survival. The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: Section 3 (End of Support), 6.14 (Exclusions), 7.3 (Exclusions), Section 8 (Fees and Invoicing) and 10 (Survival). .. .. Item 13 Page 29 of 62 00047596.0 Itron Master Sales Agreement Page 29 of 60 Itron Confidential Attachment 1 to Maintenance & Support Services Addendum – Software Maintenance & Support Service Levels – .. .. Item 13 Page 30 of 62 00047596.0 Itron Master Sales Agreement Page 30 of 60 Itron Confidential Severity Level Response Times Effort Level and Restoration Escalation .. .. Item 13 Page 31 of 62 00047596.0 Itron Master Sales Agreement Page 31 of 60 Itron Confidential Severity Level 1* Business Impact: Critical Impact / System Down. A Production System Error for which there is no work-around, which causes Covered Firmware or Covered Software Product or a critical business function / process of said product to be unavailable such that system operation cannot continue. Example: a) Billing cannot be completed, b) Major documented function not working, c) System hung or completely down During regular business-hours Itron will begin the Service Request process during Customer’s initial call. During after-hour periods, Itron will respond to a critical support voice messages within 15 minutes by a return call to Customer, to validate receipt of the critical support call and begin the Service Request process. Following the start of the Service Request process Itron will respond to Customer’s Service Request within two (2) business hours with an investigation response. Itron will update Customer at three (3) hour intervals during each day the Service Request remains unresolved, or as otherwise agreed by the Parties. Customer will respond to an Itron inquiry or request within three (3) hours. Itron will make diligent efforts on a 24x7 basis, or as otherwise agreed by the Parties, to: i) restore Covered Firmware or Covered Software with a change to eliminate root cause, ii) provide a workaround which restores Covered Firmware or Covered Software and downgrades the Severity Level to S2, S3, S4. Customer Support Staff must be available 24x7 to work cooperatively with Itron continuously until such time restoration is achieved. An unresolved Service Request shall be escalated to Itron management as follows: After 30 minutes: Technical Customer Support Team Lead After 8 hours: Manager, Technical Client Services After 16 hours: Director, Global Support Services After 48 hours: Service Request. Vice President, Services and Delivery After 72 hours: President, Itron .. .. Item 13 Page 32 of 62 00047596.0 Itron Master Sales Agreement Page 32 of 60 Itron Confidential Severity Level 2* Business Impact: Major impact, degraded Operation. An Error other than a Severity Level 1 Error, for which there is no work- around, which degrades or limits operation of major system functions causing Covered Firmware or Covered Software to miss required business interface or deadlines. Covered Firmware or Covered Software remains available for operation but in a highly restricted fashion. Example: a) Billing cannot be completed on time, b) Major function is operating outside documented timing / term, c) Covered Firmware or Covered Software operating slow, missing data, data delivery, daily mission. During regular business-hours Itron will respond to Customer regarding Service Request within one (1) business day. While Service Request remains unresolved, Itron will update the Customer and the Service Request at least every other business day, or as otherwise agreed by the parties. Customer will respond to an Itron inquiry or request within one (1) business day. Itron will make diligent efforts during normal business hours to: i) restore Covered Firmware or Covered Software with a change to eliminate root cause, ii) a workaround which restores Covered Firmware or Covered Software and downgrade the Severity Level to S3, S4. An unresolved Service Request shall be escalated to Itron management as follows: After 1 hours: Technical Customer Support Team Lead After 8 hours: Manager, Technical Client Services After 24 hours: Director, Global Support Services After 30 Days: Vice President, Services and Delivery .. .. Item 13 Page 33 of 62 00047596.0 Itron Master Sales Agreement Page 33 of 60 Itron Confidential Severity Level Response Times Effort Level and Restoration Escalation Severity Level 3** Business Impact: Minor Business Impact, compromised operations. An Error other than a Severity Level 1 or Severity Level 2 Error that has moderate impact on use of or access, with low business impact, but not preventing Customer from performing daily activities. Example: The Service Request affects use by Covered Firmware or Covered Software users, allowing Customer’s functions to continue to meet daily business needs. During regular business-hours Itron will respond to Customer regarding Service Request within two (2) business days. While Service Request remains unresolved, Itron will update the Service Request weekly, or as otherwise agreed by the parties. Customer will respond to an Itron inquiry or request within two (2) business days. Itron will work during normal business hours to: i) restore Covered Firmware or Covered Software with a change to eliminate root cause, ii) a workaround which restores Covered Firmware or Covered Software and downgrades the Severity Level to S4. .. .. Item 13 Page 34 of 62 00047596.0 Itron Master Sales Agreement Page 34 of 60 Itron Confidential Severity Level Response Times Effort Level and Restoration Escalation Severity Level 4 Business Impact: Standard Operations intact. A low or no-impact Error other than a Severity Level 1, Severity Level 2 or Severity Level 3 Error, or a request for enhancement / new functionality Example: Generally, a cosmetic Error or an Error which does not degrade Customer’s use of the product or system. During regular business-hours Itron will respond to Customer regarding Service Request within three (3) business days. Itron GSS Management Team will make commercially reasonable efforts during normal business hours to understand the Service Request and provide applicable recommendations as to when a Fix may be schedule in a future release, or how to proceed with a formal enhancement request to Itron’s product and delivery teams. * Severity Level 1 and Severity Level 2 must be reported by phone to insure they are addressed under the appropriate severity level response process. Service Requests entered by email or Web access are generally addressed as a Severity Level 3. ** Service Request opened on Non-production servers / environments are entered as a Severity Level 3. .. .. Item 13 Page 35 of 62 00047596.0 Itron Master Sales Agreement Page 35 of 60 Itron Confidential SOFTWARE ADDENDUM 1 Relationship to General Terms and Conditions. This Addendum is subject to the General Terms and Conditions and applicable Order Documents. 2 Additional Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions: Authorized Installations means installations of Itron Software only on one production environment and one test environment on Customer premises. Endpoints means a physical device (e.g., a meter, encoder-receiver-transmitter module, or other measuring, monitoring or sensing device) capable of being used in connection with Itron Software. Itron Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Customer under this Agreement that are developed by or on behalf of Itron. License Term means the duration of the Itron Software license granted by Itron to Customer under this Addendum. Software means Itron Software and Third-Party Software. Software Warranty Period means a period of 90 days from the date of delivery, unless otherwise specified in the applicable Order Document. Third-Party Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Customer by a third-party and that are not developed by or on Itron’s behalf. 3 Ordering Software. Customer shall order Software by issuing a Purchase Order to Itron in accordance with this Agreement. 4 Invoicing. Itron will invoice Customer for Fees due for Software upon the date of delivery. 5 Itron Software License. Subject to Customer’s payment of all applicable Fees and compliance with this Agreement, Itron hereby grants to Customer a non-exclusive and non-transferable license during the License Term to use Authorized Installations of Itron Software and related Documentation for Customer’s internal business purposes solely i) within the Territory ii)in connection with the number of Endpoints or other devices specified on the applicable Order Document; and iii) in accordance with any other restrictions specified on the applicable Order Document. Customer is not permitted to copy Itron Software other than to make one machine readable copy for disaster recovery or archival purposes. 6 Third-Party Software. All Third-Party Software and related documentation is separately licensed to customer by the applicable third-party, and Customer’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third-party licensor’s applicable software license. If Customer chooses to order Third Party Software, Customer shall enter into or accept one or more separate third - party agreements as part of the ordering, fulfilment, installation and/or download processes for such Third Party Software. .. .. Item 13 Page 36 of 62 00047596.0 Itron Master Sales Agreement Page 36 of 60 Itron Confidential 7 Documentation. Itron will make its standard Documentation for Itron Software available via download. Itron will provide Customer with download instructions. 8 Itron Software License Restrictions. Customer is not permitted to (i) modify or create any derivative works from Itron Software, (ii) distribute the Itron Software, (iii) include or combine Itron Software with any software, equipment, or hardware other than as expressly authorized in writing by It ron, (iv) use Itron Software to provide services to third-parties, (v) reverse assemble, decompile, reverse engineer Itron Software or otherwise attempt to derive its source code except as may be permitted by applicable law, (vi) export Itron Software out of the Territory, or (vii) use any Itron Software to create products or services that compete with any of Itron’s products or services. Customer’s breach of these restrictions or use of Itron Software or Documentation other than as licensed hereunder shal l constitute a material breach of this Agreement and shall result in revocation and immediate termination of all rights and licenses granted under this Agreement. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions. 9 U.S. Government Contracts Only. If a Software license is acquired under a United States government contract, Customer acknowledges that Software, Updates and associated Documentation (i) are "Commercial Computer Software" as defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (FAR) and in 48 C.F.R. 227.7014(a)(i) of the Department of Defense Federal Acquisition Regulations Supplement (DFARS), and (ii) are provided with only the commercial rights and subject to the restrictions described in this Agreement. 10 Limited Itron Software Warranty. For the Software Warranty Period, Itron warrants solely to Customer that the Itron Software will substantially conform in all material respects to the applicable Itron pub lished specifications. As Customer’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the warranty period set forth in this section, repair or replace non -conforming Itron Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Itron Software if this Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non -conformities in Itron Software due to: (i) modifications not made or approved by Itron in writing; (ii) Customer’s or any third party’s negligence or intentional acts; (iii) misuse or abuse, including the failure to use or install Itron Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Customer or a third party; (v) use with third party software, hardware or firmware not provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or s ecurity vulnerabilities introduced into the Itron Software or Customer’s systems through no fault of Itron. After the ninety (90) day period described above, any Itron Software errors will be addressed under maintenance and support terms. 11 Effect of Expiration or Termination for Cause. Upon termination of an Itron Software license for cause or expiration of a License Term, whichever occurs first, Customer shall immediately discontinue use of the applicable Itron Software and related Documentation, and Customer will destroy or return to Itron any and all copies. Upon Itron’s request, Customer will confirm in writing that Customer has destroyed or has returned Itron Software and related Documentation in compliance with this section. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other files or materials. Termination of an Itron Software license for cause will not restrict Itron from .. .. Item 13 Page 37 of 62 00047596.0 Itron Master Sales Agreement Page 37 of 60 Itron Confidential pursuing any other remedies available to it, including injunctive relief, nor will it relieve Customer of its obligation to pay all fees that accrued prior to such termination. 12 Third-Party Software Warranty. Itron is not the owner of Third-Party Software and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Software. Third- Party Software shall be subject to any warranties provided by the Third -Party Software provider. Itron will pass through to Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any warranties and remedies received from the Third Party Software provider. 13 License Use Verification & Audit. 13.1 License Use Verification. Promptly upon Itron’s written request, and no more than once annually, Customer must furnish Itron with a letter signed by an officer of Customer, verifying that Itron Software is being used by Customer in compliance with the licenses granted, and confirming the number, identification, type and location of Endpoints and other devices being managed by Customer using Itron Software. 13.2 Audit. Itron has the right to audit Customer records to verify the number of Endpoints and other devices being managed by Customer using Itron Software and otherwise confirm Customer's compliance with license restrictions and Fee obligations of this Agreement. Itron must provide Customer with at l east thirty (30) days prior written notice of the audit. The audit must be conducted during Customer’s normal business hours at a mutually agreeable location. Itron’s right to conduct an audit under this section is limited to one time per year, unless Itron has reason to believe that Customer is out of compliance with the license restrictions and Fee obligations of this Agreement. Itron has the right to use an independent auditor to conduct the audit. The audit shall be at Itron’s sole cost and expense, u nless the audit identifies a deficiency in Fees or other amounts owed or reimbursable by Customer during the audited period that is greater than five percent (5%) of the total amounts payable by Customer – in which case Customer must reimburse Itron for all reasonable costs of the audit. All amounts found to be owed by Customer under this Section will be payable within thirty (30) days after receipt of invoice from Itron. 14 Survival. The following sections of this Addendum shall survive termination or expir ation of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 4 (Invoicing), 5 (Itron Software License) except to the extent applicable license rights expire or are terminated in accordance with this Agreement, 6 (Third-Party Software), 8 (Itron Software License Restrictions), 9 (U.S. Government Contracts Only), 10 (Limited Itron Software Warranty), 11 (Effect of Termination for Cause), 12 (Itron Disclaimer of Third-Party Software Warranty), 13 (License Use Verification & Audit) and 14 (Survival). .. .. Item 13 Page 38 of 62 00047596.0 Itron Master Sales Agreement Page 38 of 60 Itron Confidential Software-AS-A-Service ADDENDUM General SaaS Terms and Conditions 1.1.1. Relationship to General Terms and Conditions. This Software-as-a-Service Addendum (this “Addendum”) is governed by the General Terms and Conditions of this Agreement and applicable Order Documents. 2.1.1. Entire Addendum. This Addendum consists of these General SaaS Terms and Conditions, which generally apply to all Service Offerings, and any attached Special Terms and Conditions, which apply to specific Service Offerings. Unless otherwise provided, references to this Addendum shall be deemed to encompass these General SaaS Terms and Conditions and any attached Special Terms and Conditions. 3.1.1. Order of Precedence. In the event of any inconsistencies, ambiguities or conflicts between these General SaaS Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail, but only with respect to the applicable Service Offering. 4.1.1. Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions of this Agreement: Annual Adjustment means Itron’s annual price increase. Endpoint means an electric meter, gas or water endpoint receiver-transmitter, battery-powered device, or any other device that Itron has agreed to monitor as part of a Service Offering which Endpoints are identified in the Order Document or Pricing Summary. General SaaS Terms and Conditions means the terms and conditions set forth in the main body of this Addendum comprised of Sections 1 (“Relationship to General Terms and Conditions”) through 19 (“Roles and Responsibilities”). Maintenance Services means services provided under the Maintenance and Support Services Addendum. Minimum Subscription Term means the minimum number of SaaS Billing Cycles during which Customer is required to subscribe for each Service Offering, which shall be three (3) SaaS Billing Cycles following the applicable Service Offering Commencement Date, unless otherwise stated in the applicable Order Document or Pricing Summary. One-Time Setup Fee means the one-time setup fee for each Service Offering identified in the applicable Order Document or Pricing Summary. Recovery Point Objective or RPO means the maximum tolerable time period which data might be lost from production Software due to a service interruption event. Recovery Time Objective or RTO means the duration of time allowing for the execution of all failover processes required to return access, connectivity, functionality, and operation of production Software to Customer following declaration of a disaster event. SaaS means software-as-a-service whereby Itron or its designated provider hosts and provides Customer with access to Software on Servers via the internet. .. .. Item 13 Page 39 of 62 00047596.0 Itron Master Sales Agreement Page 39 of 60 Itron Confidential SaaS Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof. SaaS Application Availability means the total number of minutes in a calendar month that the applicable Software is available via (a) a web browser client, (b) web services interface and (c) thin client. Scheduled downtime is excluded from this calculation. A determination of availability will be based on 24x7 accessibility, less any exclusions set forth in this Addendum. Servers means the physical computer hardware owned by Itron or its designated provider on which Software will be installed, operated, and maintained. Service Offering means SaaS, plus any services that are additional or supplemental to SaaS, as described in the applicable Special Terms and Conditions. Service Offering Commencement Date means, with respect to each Service Offering, the earlier of (a) validation of such Service Offering implementation by Itron pursuant to the applicable Statement of Work, or (b) seven (7) days after completing application system setup and the Customer has been provided valid access credentials for such Service Offering. Software means each machine readable (object code) versions of computer program identified on the applicable Order Document or Pricing Summary for which Customer has purchased a Service Offering. Special Terms and Conditions means Service Offering-specific terms and conditions set forth on Attachment A to this Addendum. Subscription Fees means annual fees identified in the applicable Order Document or Pricing Summary for each Service Offering, plus the Annual Adjustment, if any. Where Customer has purchased an object code license to Software pursuant to the terms of the Software Addendum and wishes to purchase a Service Offering for such Software (“Hybrid SaaS”), license fees and fees for applicable Maintenance Services are not included within the Subscription Fees and must be paid separately. Where Customer is not purchasing Hybrid SaaS, fees for applicable Maintenance Services are included within the Subscription Fees. Subscription Term means the subscription term purchased by Customer for each Service Offering, which begins upon the applicable Service Offering Commencement Date. 5.1.1. Access Rights and Restrictions. a. Access Rights. SaaS is only available for Itron Software identified in the table set forth in this Section 5.1 below for which Customer has purchased a Service Offering and paid all applicable fees. Subject to Customer’s compliance with the Agreement (including payment of all applicable fees which, in the case of Hybrid SaaS, shall include Software licensing fees and Maintenance Services support fees), Itron hereby grants to Customer, for the Subscription Term(s) purchased, a non-exclusive, non- transferable, non-assignable, limited right to access and use the Service Offerings, with respect to Endpoints owned or otherwise controlled by Customer, for its internal business purposes in the Territory (as defined in the General Terms and Conditions of the Agreement). Itron Software Eligible to Receive SaaS ACE VISION Itron Mobile Action Manager Mlogonline ChoiceConnect Fixed Network MV-90 xi .. .. Item 13 Page 40 of 62 00047596.0 Itron Master Sales Agreement Page 40 of 60 Itron Confidential Distributed Intelligence (Riva system) MV-PBS Distributed Intelligence (GenX system) MV-WEB EMMSYS OpenWay Collection Engine (CE) Everblu FN (Fixed Network) OpenWay Collection Manager (CM) FCS Operations Optimizer – AMI Operations FDM Tools Operations Optimizer – Grid Operations FDM Workorders Operations Optimizer – Network Operations Field Tools Advanced Operations Optimizer – Revenue Assurance Field Tools Basic Operations Optimizer – QuickStart (RA/AMI Ops) Gas and Water Analytics Performance Manager Gridscape Saturne HAN Communications Manager Streetlight Vision IntelliSOURCE Express Temetra Itron Enterprise Edition TMS Itron Enterprise Edition Service Mode UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ Itron Analytics b. Restrictions on Use. Customer and its authorized users may not: (a) modify, translate or create derivative works of any Service Offering or related Documentation; (b) copy, reproduce, distribute, republish, download, display, post or transmit any portion of a Service Offering or related Documentation in any form or by any means; (c) sell, assign, transfer, lease or sublicense any Service Offering; (d) allow any third party, other than authorized users, to access any Service Offering or related Documentation without Itron’s prior written consent; (e) use any Service Offering or related Documentation to provide services to third parties, or otherwise use any Service Offering on a “service bureau” or “timesharing” or subscription basis including, in connection with devices or equipment not owned or otherwise controlled by Customer; (f) reverse engineer, disassemble, decrypt, extract or otherwise reduce any Service Offering to a human perceivable form or otherwise attempt to determine the source code or algorithms of any Service Off ering (except to the extent the foregoing restriction is expressly prohibited by applicable law); (g) infringe any of Itron’s or its providers’ Intellectual Property Rights; (h) publicly publish the results of any benchmark tests run on any Service Offering; (i) use any Service Offering or related Documentation to engage in any fraudulent, illegal or unauthorized act; (j) introduce into or transmit through any Service Offering any material containing software viruses, worms, trap doors, back doors, Trojan h orses or other harmful or malicious computer code, files, scripts, agents or programs; (k) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Itron’s or its providers’ Intellectual Property Rights, whether such notice or indications are affixed on, contained in or otherwise connected to a Service Offering; (l) attempt to gain unauthorized access to a Service Offering or Itron’s or its providers’ systems or networks; (m) merge any Service Offering with any other product or service without Itron’s prior written consent and the payment of any additional fees; or (n) access or use any Service Offering or related Documentation to build or support, and/or assist a third-party in building or supporting, products or services competitive to Itron or its providers. c. Content Restrictions. Customer may not distribute, download, or place on any Itron or its providers’ website or Server, or use with any Service Offering, any content t hat: (a) Customer knows or has reason to believe .. .. Item 13 Page 41 of 62 00047596.0 Itron Master Sales Agreement Page 41 of 60 Itron Confidential infringes the Intellectual Property Rights of any third party or violates any rights of publicity or privacy; (b) violates any applicable law, statute, ordinance; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (d) is obscene, pornographic or indecent (items (a) – (d) are collectively referred to as “Prohibited Content”). Itron reserves the right to remove any Prohibited Content from the Server without prior notice to Customer. Customer will indemnify, defend and hold Itron and its providers harmless for any claims, liabilities, losses, causes of action, damages, settlements, and costs and expenses (including, without limitation attorneys’ fees and costs) arising from any third-party claims related to or generated by any Prohibited Content distributed, downloaded, or placed on any Itron or its providers’ website or Server or used with any Service Offering by Customer. d. Breach of Restrictions. Customer’s breach of the restrictions set forth in Section 5.2 (“Restrictions on Use”) or Section 5.3 (“Content Restrictions) shall constitute a material breach of the Agreement and shall result in revocation and immediate suspension or termination, as determined by Itron in its so le discretion, of all rights and licenses granted under this Addendum with respect to the Service Offerings. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions. 6.1.1. Invoicing and Payment. Customer shall pay Subscription Fees in advance for each SaaS Billing Cycle for which it has purchased a Service Offering. Itron will invoice Customer for the One -Time Setup Fee and initial Subscription Fees for each Service Offering upon the Service Offering Commencement Date. Initial Subscription Fees shall be prorated based on the number of months remaining in the current SaaS Billing Cycle following the Service Offering Commencement Date. Itron may discontinue a Service Offering by providing Customer with written notice of discontinuance no less than 180 days prior to the commencement of a SaaS Billing Cycle. Otherwise, Itron will provide Customer with a renewal notice for the Service Offering at least 120 days prior to the commencement of each SaaS Billing Cycle. Customer may discontinue a Service Offering by providing Itron with written notice of non-renewal no less than 90 days prior to the commencement of a SaaS Billing Cycle. Otherwise, approximately 20 days prior to the commencement of each SaaS Billing Cycle, Itron will provide Customer with an invoice for Subscription Fees payable by Customer for the forthcoming SaaS Billing Cycle. If Customer discontinues a Service Offering prior to expiration of the Minimum Subscription Term for that Service Offering, Itron will invoice Customer, and Customer will pay, for any unpaid Subscription Fees for the respective Service Offering through the end of the applicable Minimum Subscription Term. Maintenance Services fees and license fees relating to Hybrid SaaS will be invoiced in accordance with the Maintenance and Support Services Addendum and Software Addendum, as applicable. Itron has the right to adjust Subscription Fees at any time if Customer’s use of a Service Offering exceeds the applicable tier set forth in the respective Order Document or Pricing Summary. Subscription Fees adjusted as a result of Customer exceeding the applicable tier are typically invoiced within thirty (30) to sixty (60) days after provisioning of each respective Endpoint occurs. 7.1.1. Monthly Application Availability Service Level. a. Service Level. Provided Customer has paid all applicable fees (including all Subscription Fees and, in the case of Hybrid SaaS, all maintenance and license fees) SaaS Application Availability with respect to each production environment Service Offering will be at least 99.5%, measured and reported monthly beginning in the first full calendar month following the respective Service Offering Commencement .. .. Item 13 Page 42 of 62 00047596.0 Itron Master Sales Agreement Page 42 of 60 Itron Confidential Date (“Monthly SaaS Application Availability Service Level”). The Monthly SaaS Application Availability Service Level will be measured and calculated separately for each Service Offering. Itron records and data will be the sole basis for all SaaS Application Availability Service Level measurements and calculations. b. Service Level Credits. As Customer’s sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly SaaS Application Availability Service Level, subject to the service level exclusions in Section 8.1 (Service Level Exclusions) below, Customer will be entitled to credits as follows: SaaS Application Availability (production environments only) Monthly SaaS Application Availability performance Credit (% of monthly Subscription Fee for applicable SaaS Application) ≥99.0% and <99.5% 2% ≥98.0% and <99.0% 4% ≥96.5% and <98.0% 10% ≥95.0% and <96.5% 12.5% <95.0% 20% 8.1.1. Service Level Exclusions; Disclaimers. a. Service Level Exclusions. Itron shall not be liable for failing to meet any service level commitment set forth in this Addendum (including any Special Terms and Conditions) or any Order Document to the extent such failure is attributable to any one or more of the following: (a) planned maintenance, unplanned maintenance, or scheduled upgrades; (b) an event triggering a disaster recovery and for a twenty-four (24) hour period after the resumption of service following such an event to allow the system to return to normal operating ranges; (c) suspension or restriction of service under Section 11 (“Suspension or Restriction of Service”) of this Addendum; and (d) conditions beyond Itron’s reasonable control, including but not limited to (i) failure of any backhaul between the Service Offering and the Endpoints; (iii) failures in external Internet or VPN configurations not managed by Itron; (iv) a Force Majeure event; (v) false reports of unavailability as a result of outages or errors of any Itron measurement system; (vi) an act or omission of Customer or third parties (other than Itron’s contractors, subcontractors or suppliers), including security incidents caused by such act or omission; (vii) incident investigation or computer failures that could not reasonable have been prevented by Itron; (viii) failures of third-party equipment, hardware, software, or services not provided by Itron; and (ix) Customer’s delay in performing tasks designated as its responsibility in this Agreement. b. Disclaimers. (a) Third-Party Content Disclaimer. Itron is not the owner of third-party Software or third- party Service Offerings that Customer purchases through Itron (collectively “Third-Party Content”) and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Content. Third-Party Content shall be subject to any service levels or warranties provided by the third -party provider. Itron will pass through to Customer, or make commercially reasonable efforts to .. .. Item 13 Page 43 of 62 00047596.0 Itron Master Sales Agreement Page 43 of 60 Itron Confidential enforce on Customer’s behalf, any service levels, warranties and remedies received from such third-party provider. (b) Use of SaaS with Third-Party Devices. Customer may use a Service Offering to collect data from Endpoints equipped with radio communication devices not manufactured or provided by Itron ("Third-Party Radio Device"). Itron makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non -infringement of, and disclaims all liability with respect to, Third-Party Radio Devices. In particular, Itron shall have no liability (a) if a Third-Party Radio Device is not responding or communicating or (b) for unread endpoints due to defective or unreachable Third-Party Radio Devices. Customer shall contact the supplier of such device for support. 9.1.1. Sizing of Software-as-a-Service. Itron will size Service Offerings, Servers, and systems for Customer’s specific deployment. System sizing depends upon the Service Offering and types of devices and sensors and may be a factor in determining Subscription Fees. Sizing criteria may include numb er of system endpoints, number of network devices, residential meter configuration, commercial and industrial meter configuration, desired data collection intervals, storage duration for historical data, and the number of concurrent and total users of the application. Any sizing changes during a Subscription Term will require a Change Order and may result in a change in Subscription Fees. 10.1.1. Conditions on Use of Service. Customer will use the Service Offerings only in accordance with Itron user guides, the A greement (including, this Addendum, the General Terms and Conditions, applicable Order Documents), and laws and government regulations. The rights of any user to access and use the Service Offerings cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user), and Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the Service Offerings. 11.1.1. Suspension or Restriction of Service. Itron may suspend or restrict all or part of the Service Offerings at any time to protect the integrity and functionality of the Software, Servers, platforms, and systems, or for a breach of Section 5.2 (“Restrictions on Use”), Section 5.3 (“Content Restrictions”) or Section 10 (“Conditions on Use of Service”), until such breach is cured. 12.1.1. Incident Management. Itron will provide Customer support and incident and problem management services, which include responding to alerts, tracking the issue, troubleshooting the problem and escalating to Itron subject matter experts or third-party providers, in accordance with the Maintenance and Support Services Addendum. 13.1.1. Customer Technical Responsibilities. Customer is responsible for selecting, acquiring, securing and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use and maintain compatibility with the Service Offerings, at Customer’s sole expense. 14.1.1. User IDs and Passwords. Itron shall provide Customer with user identifications and p asswords (“User IDs”) to access the Service Offerings. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user. .. .. Item 13 Page 44 of 62 00047596.0 Itron Master Sales Agreement Page 44 of 60 Itron Confidential 15.1.1. Planned Maintenance. Planned maintenance, whenever reasonably practicable, will be performed during off-business hours between 6:00 p.m. to 12:00 a.m. Customer’s local time, with as little disruption to Customer’s use of the Service Offerings as possible. Unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 12:00 a.m., Customer’s local time. 16.1.1. Unplanned Maintenance. Itron will provide Customer with notice of unplanned maintenance as soon as reasonably practical. Itron will minimize Service Offering disruptions to the extent reasonably practical. 17.1.1. Business Continuity. a. Itron has architected and operates a high availability and scalable infrastructure to facilitate virtualized customer environments with various fault tolerant components. Fault tolerance and failover methodologies allow Itron to maximize system availability and confidently uphold the Monthly SaaS Application Availability Service Level and Monthly File Delivery Percentage Service Level. Itron will conduct daily backups of back office application configuration files and associated data. These backups are for operational purposes only and are not a disaster recovery solution or a solution to be used by the Customer for testing or analysis purposes. Itron will periodically test the restore capability of its business continuity solution. System and database backups are performed via a schedule to provide for a full weekly backup and daily differential backups. System backups and snapshots are also taken prior to any system change that has been approved via the Itron Global Managed Services Change Control Board. Th e system can be recovered from the backup in an event of a failure. Business continuity is designed to provide recovery for component failures within a datacenter, this does not provide coverage for the loss or connectivity to a data center. If a more robust mitigation solution is required by Customer, geo-diverse disaster recovery options can be discussed and priced as a more fault tolerant solution. b. All incidents requiring system recovery will be required to adhere to Itron’s incident management policy and related standard operating procedures. BUSINESS CONTINUITY: RPO = 72 hours; RTO = 5 business days. 18.1.1. Disaster Recovery. a. Disaster Recovery (“DR”) is an optional service that is offered by Itron to hosted customers who purchase DR for an additional fee. Upon Customer’s purchase of DR services and payment of applicable fees as set forth in the Order Document or Pricing Summary, Itron will maintain DR services at a dedicated facility that is equipped to facilitate hosted operations, meter reading and interrogations, and Field Area Network (“FAN”) communications in the event DR is needed. Upon mutual agreement, separate SOW and for identified cost, It ron can exercise the DR capabilities once per calendar year on Customer’s production environments and provide the results of each such test to the Customer. b. In the event of a Severity Level 1 Error (as defined in the Maintenance and Support Services Addendum), Itron will evaluate the scale of the incident, readily available mitigation plans, and the .. .. Item 13 Page 45 of 62 00047596.0 Itron Master Sales Agreement Page 45 of 60 Itron Confidential estimated time to recover. If it is apparent to Itron that an incident meeting the standards of a disaster as set forth in Itron’s Disaster Recovery plan has occurred with no possibility of mitigation, Itron will declare a disaster and begin the notification process. Itron will notify the Customer of an any such event that will result in service interruption in excess of twelve (12) hours. Once a disaster has been declared, Itron’s responsibilities for SLAs will be temporarily suspended until the time at which Customer’s environment has been failed over and is operating in the secondary DR datacenter. The Recovery Point Objective (RPO) for DR is four (4) hours. The Recovery Time Objective (RTO) for DR is twelve (12) hours. 19.1.1. Roles and Responsibilities. The table below lists the respective responsibilities of Customer and Itron to ensure reliable operation of the Software-as-a-Service. P=Primary responsibility S=Support responsibility Description of service or deliverable Itron Customer Submit user access requests for new users and deletion notifications for users no longer involved with the SaaS. P Provide immediate notification in the event of a Customer employee termination for those with access to the SaaS. P Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS. P Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P Manage and troubleshoot the secure SaaS components and processes (if applicable). P Administer associated Linux, Unix, and Windows operating systems. P Apply operating system and other third-party security patches and critical updates as appropriate. P Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required. P Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform. P Monitor communications and support communications troubleshooting activities for the SaaS. P Perform software upgrade activities. P Maintain and administer the SaaS Server databases. P Manage upload and submission of meter data files; work with Itron when problems are identified. P .. .. Item 13 Page 46 of 62 00047596.0 Itron Master Sales Agreement Page 46 of 60 Itron Confidential Description of service or deliverable Itron Customer Provide and maintain a Secure FTP or equivalent if included in the SOW. P Perform regular system, database, and custom component backups in accordance with selected service level. P Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment. P .. .. Item 13 Page 47 of 62 00047596.0 Itron Master Sales Agreement Page 47 of 60 Itron Confidential Attachment A SPECIAL TERMS AND CONDITIONS Special Terms and Conditions – Managed Services. The Special Terms and Conditions contained within this Section apply to Itron’s Managed Services Service Offering. 1 Managed Services – Descriptive Overview. a. When Customer subscribes to Managed Services, as part of the overall Service Offering Itron will provide SaaS for the applicable Software, plus Itron will also assume some of Customer’s SaaS- related operational responsibilities, including management of reads from monitored and Available Endpoints or Provisioned and Optimized Endpoints (as applicable), collecting data, and delivering data files to Customer at agreed-upon intervals in agreed upon data formats. Itron will attempt to remotely diagnose and resolve Endpoint exceptions detected by Itron or r eported by Customer. If the exception cannot be resolved remotely, or it is determined to impact an individual or small number of Endpoints, Itron will notify Customer that Customer must perform in-field investigation. b. Managed Services are only available for Itron Software identified in the table set forth in this Section 1.2 below for which Customer has purchased such Managed Services and paid all applicable fees. Itron Software Eligible to Receive Managed Services IntelliSOURCE Express MV-90 xi Itron Enterprise Edition Streetlight Vision Itron Enterprise Edition Service Mode TMS OpenWay Collection Engine (CE) UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ OpenWay Collection Manager (CM) c. Managed Services – Definitions. The following defined terms are applicable to these Special Terms and Conditions for Managed Services: Anchor Read means the “register value” stored once daily in a register in the Communication Module as installed in the Endpoint (usually at midnight). Available Endpoint is an OpenWay CE or OpenWay CM term defined as an Endpoint which meets the following criteria: (a) the Endpoint, if installed by Customer, has been properly installed, (b) Customer has provided all necessary and correct information for Itron to properly provision the Endpoint in Itron’s data collection platform (c) the Endpoint is communicating with Itron’s data collection platform and a register read has been received from the Endpoint for three (3) consecutive days. An Endpoint will not be considered an Available Endpoint if any of these conditions have not been met; or (a) if an exception is detected by Itron or reported by Customer, but the exception cannot be resolved remotely, (b) the Endpoint if it is under field investigation, or (c) cellular carrier outages. Communications Module or NIC means Itron’s network interface card that may be installed in Equipment. .. .. Item 13 Page 48 of 62 00047596.0 Itron Master Sales Agreement Page 48 of 60 Itron Confidential Cumulative File Delivery Delay Hours means – for the purpose of determining Monthly File Delivery Performance % -- the sum of all Daily File Delivery Delay Hours in the Measurement Month. Daily File Delivery Delay Hours means – for the purpose of determining Monthly File Delivery Performance % -- the number of hours that file delivery is delayed in a given day during the Measurement Month. Endpoint has the meaning set forth in the General SaaS Terms and Conditions. Equipment has the meaning set forth in the Equipment Addendum. Managed Services means SaaS, plus the additional services to be provided by Itron as set forth in these Special Terms and Conditions for Managed Services. Optimization is a UIQ term which means the procedure by which the layout of the network Equipment configuration and implementation have been validated (“Optimized”) by performing active and passive tests to confirm that performance and redundancy meet the design specifications and other requirements of the Agreement. Optimization is to be executed on an area-by-area basis (or specified portion thereof), after all network Equipment is installed and a minimum of 98% of the metering Endpoints have been deployed to achieve the required level of saturation of the area. Provisioned means an Endpoint that is located in an area of the NAN and which is in any of the following operational states within the UIQ System: "active," "inactive," or "disconnected," and which has been Optimized, but which is not: (i) in a “new,” "discovered," "installed," "initializing," "unreachable" or "init failed" state; or (ii) considered to be in the process of being deployed or being repaired under warranty. Endpoint operational states are defined in the Meter Lifecycle Reference document. Service Level Trigger means satisfaction of the particular condition(s) noted in these Special Terms and Conditions below upon which the applicable service level will start to be enforceable and reported on. 20.1.1. Managed Services - Daily Operational Roles & Responsibilities. Daily operations, Endpoint data collection activities, delivery of daily data export files, and event exception notification require that activities be performed by both Itron and Customer to ensure effective delivery of Managed Services. The table below lists the respective responsibilities of Customer and Itron for such daily activities. Itron’s obligation to provide Managed Services are expressly contingent upon Customer’s full performance of all responsibilitie s assigned to Customer. P=Primary responsibility S=Support responsibility Description of Service or Deliverable Itron Customer Create, monitor, and manage interrogation schedules. P Ensure any input files are received and processed and output files are delivered to Customer by posting to a SFTP folder, or equivalent, where it can be retrieved by Customer as needed. P Manage files on the SFTP server where any export files are delivered. If the SFTP server is Itron’s, files should be P S .. .. Item 13 Page 49 of 62 00047596.0 Itron Master Sales Agreement Page 49 of 60 Itron Confidential Description of Service or Deliverable Itron Customer downloaded nightly and files that have been successfully downloaded and processed are to be removed from the SFTP location within 7 days. Perform read rate monitoring and reporting. P Perform remote investigation for specific groups of non- communicating Endpoints affected by a common network issue and coordinate field order with Customer as needed. P S Perform scheduling of Endpoint interrogations including file delivery and delivery of Data Collection Platform standard reports. P Notify Itron in advance when additional devices are planned to be installed. Perform Meter field maintenance; close work orders with Itron. P Perform Network Device and Endpoint repair, replacement, or relocation as required. P Perform RMA, Processing, Tracking and Performance Reporting for Endpoints and Network devices. S P Administration of the Managed Services platform applications to Service Levels. P 21.1.1. Managed Services - Environmental Management Roles & Responsibilities In addition to the daily operational tasks, Customer and Itron each have responsibilities for monitoring and managing the operating environment of the Managed Services platform and applications. The table below lists the respective responsibilities of Cus tomer and Itron for such activities. Itron’s obligation to provide Managed Services are expressly contingent upon Customer’s full performance of all responsibilities assigned to Customer. P=Primary responsibility S=Support responsibility Description of Service or Deliverable Itron Customer Submit user access requests for new users and deletion notifications for users no longer involved with the managed system. P Provide immediate notification in the event of a Customer employee termination for those with access to the managed system. P Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS. P Maintain skill sets necessary to properly support the require Managed Services platform technologies. P Maintain skill sets necessary to properly support the required Managed Services platform Field operations. P .. .. Item 13 Page 50 of 62 00047596.0 Itron Master Sales Agreement Page 50 of 60 Itron Confidential Description of Service or Deliverable Itron Customer Administer and monitor servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P Manage and troubleshoot the secure network infrastructure components and processes (if applicable). P Administer associated Linux, Unix, and Windows operating systems. P Apply Operating System and other 3rd party security patches and critical updates as appropriate. P Update security appliances (if applicable) with new Endpoint related security files. P Maintain and troubleshoot third party software issues required for Managed Services platform operations, work with third party to troubleshoot as required. P Maintain anti-virus on all windows-based servers. P Perform the initial Network Devices configuration. P Monitor Network and Endpoint communications and support metering and communications troubleshooting activities for the Managed Services platform. P Support solution upgrade activities. P Maintain and administer the Managed Services platform server databases. P Establish and manage the wireless backhaul contracts and accounts if applicable. P Support Customer’s technical operations department to handle Endpoint and Network field exceptions. P Manage upload and submission of meter data files; work with Itron when problems are identified. P Provide and maintain a Secure FTP. P Perform regular system, database, and custom component backups in accordance with selected service level. P Develop and maintain related standard operating procedures. P Manage Endpoint firmware revisions, including coordination and scheduling of firmware downloads as necessary (for Itron manufactured devices only with Itron provided firmware). P Monitor Endpoint communications, reporting, and troubleshoot Managed Services platform issues as necessary. P Manage Endpoint manufacturing and security files for all necessary solution components, troubleshoot and coordinate with manufacturing as needed. P Develop, maintain and utilize system operations clock, standard operations procedures, and daily checklists for Itron operators and administrators. P .. .. Item 13 Page 51 of 62 00047596.0 Itron Master Sales Agreement Page 51 of 60 Itron Confidential 22.1.1. Service Levels - Managed Services. This Section 4 of the Special Terms and Conditions for Managed Services sets forth the service levels for Managed Services. Such service levels are only available for Itron Software identified in the tables set forth below for which Customer has purchased Managed Services and paid all applicable fees. a. Monthly File Delivery Service Level. i. Service Level Applicability. The Monthly File Delivery Service Level for Available Endpoints set forth in this Section 4.1 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees: Itron Software Eligible to Monthly File Delivery Service Level IntelliSOURCE Express OpenWay Collection Engine (CE) Itron Enterprise Edition OpenWay Collection Manager (CM) Itron Enterprise Edition Service Mode TMS MV-90 xi ii. Service Level Trigger. The Service Level Trigger for the Monthly File Delivery Service Level occurs upon system acceptance as defined in the applicable Statement of Work. iii. Service Level. “File Delivery” for the purposes of this Section 4.1, is a measure of the performance of Itron’s or its provider’s systems to deliver register read and interval read consumption data collected from Available Endpoints to Customer in agreed-upon formats, at an agreed-upon intervals for Software that collects and delivers data. The monthly File Delivery percentage service level with respect to Itron SaaS Applications (“Monthly File Delivery Service Level”) will meet or exceed 99% each month (for ease of understanding, this means the file is successfully delivered every day of the month). Itron records and the data contained in the file is measured to the agreed to Itron hosted location and will be the sole basis for all File Delivery performance measurements and calculations with respect to the Monthly File Delivery Service Level for Available Endpoints. iv. Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly File Delivery Service Level for Available Endpoints: Monthly File Delivery Service Level Credits (production environments only) File Delivery performance Credit (% of monthly Subscription Fee for applicable SaaS Application) ≥99.0% and <99.5% 2% ≥98.0% and <99.0% 4% .. .. Item 13 Page 52 of 62 00047596.0 Itron Master Sales Agreement Page 52 of 60 Itron Confidential ≥96.5% and <98.0% 10% ≥95.0% and <96.5% 12.5% <95.0% 20% b. Read Rate Service Levels. i. Service Level Applicability. The Read Rate Service Level set forth in this Section 4.2 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees: Itron Software Eligible to Receive Read Rate Service Level OpenWay Collection Engine (CE) OpenWay Collection Manager (CM) TMS ii. Service Level Trigger. The Service Level Trigger for the Read Rate Service Level occurs upon system acceptance as defined in the applicable Statement of Work. iii. Service Level. The average monthly Read Rate will meet or exceed 99% each calendar month (“Read Rate Service Level”). Itron records and data will be the sole basis for all Read Rate measurements and calculations. “Read Rate” means the percentage of Available Endpoints from which register read data has been collected over a rolling 3-day period, measured for each calendar day. iv. Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Read Rate Service Level: Read Rate Service Level Credits (production environments only) Number of Daily Failures in the Applicable Month Credit (% of monthly Subscription Fee with respect to the applicable Managed Services Service Offering) ≥99.0% and <99.5% 2% ≥98.0% and <99.0% 4% ≥96.5% and <98.0% 10% ≥95.0% and <96.5% 12.5% <95.0% 20% c. Read and Demand Service Level. .. .. Item 13 Page 53 of 62 00047596.0 Itron Master Sales Agreement Page 53 of 60 Itron Confidential i. Service Level Applicability. The Data Read Service Levels and On-Demand Read Service Level (collectively, the “Data and On-Demand Read Service Level”) set forth in this Section 4.3 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees: Itron Software Eligible to Receive Data and On-Demand Read Service Level UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ Streetlight Vision ii. Data Read Service Level. (a) Service Level Trigger. The Service Level Trigger for the Data Read Service Level occurs when the applicable Endpoints are Provisioned and Optimized. As each additional area is Optimized, Itron will identify the Endpoints that will be added to the set of Provisioned and Optimized Endpoints subject to the Data Read Service Level. (b) Service Level. For newly available data on the Communication Module, the UIQ System will gather and process Anchor Reads and interval reads from Provisioned and Optimized Endpoints and deliver, via the “export” mechanism of the UIQ System, at least ninety- nine percent (99.0%) of Anchor Reads captured at midnight and of interval reads captured each day, by 6:00 a.m. local time the next day, and at least ninety-nine percent (99.5%) of Anchor Reads captured at midnight and of interval reads captured each day, by 2:00 p.m. local time the next day (“Data Read Service Level”). (c) Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Provisioned and Optimized Endpoint Data Read Service Level : Data Read Service Level Credits (production environments only) Number of Daily Failures in the Applicable Month Credit (% of monthly Managed Services Subscription Fee with respect to the applicable Itron SaaS Application) 1 – 3 0% 4 – 10 4% 11-15 10% 16 – 20 20% 21 + 20% iii. On Demand Read Service Level. (a) Service Level Trigger. The Service Level Trigger for the On-Demand Read Service Level occurs when the applicable Endpoints are Provisioned and Optimized. As each additional area is Optimized, Itron will identify the Endpoints that will be added to the set of Provisioned and Optimized Endpoints subject to the On-Demand Read Service Level. (b) Service Level. The UIQ System will successfully execute at least (98.0%) of all (i ) on- demand read, (ii) on-demand remote connect and (c) on-demand remote disconnect .. .. Item 13 Page 54 of 62 00047596.0 Itron Master Sales Agreement Page 54 of 60 Itron Confidential requests made by Customer for Provisioned and Optimized Endpoints which are actively communicating (“On-Demand Read Service Level”). An on-demand request is a single transaction to a single Endpoint, initiated by a single user of the UIQ system. An on -demand read request does not include batch read jobs targeted at multiple Endpoints (e.g. “read all unread meters”) or read operations used to detect scope of outages and/or de termine whether an outage is over. For the purposes of calculating this Service Level, multiple attempts to connect with a single device within a twenty (24) hour period will count as one failed attempt; on-demand read requests (single or batch) targeted at an Endpoint which was not read in previous 24 hours will be excluded; and on -demand read jobs initiated by system-level accounts (“root” and “UIQ”) will be excluded. Service level credits will apply only if there is a minimum of 2,000 on-demand requests in the applicable month. (c) Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, and provided that the minimum number of on-demand Anchor Reads and interval meter read requests has been met pursuant to the table below, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing On -Demand Read Service Level: On-Demand Read Service Level Credits (production environments only) % of On-Demand Meter Read Requests Successfully Executed in the Applicable Month Credit* (% of monthly Managed Services Subscription Fee with respect to the applicable Itron SaaS Application) ≥98.0% and 100.0% 0% ≥95.0% and <98.0% 5% ≥90.0% and <95.0% 20% ≤90.0% 20% *Credits will apply only if there is a minimum of 2,000 on -demand requests in the applicable month. Multiple attempts to connect with a single device within a twenty -four (24) hour period will count as one failed attempt. END .. .. Item 13 Page 55 of 62 00047596.0 Itron Master Sales Agreement Page 55 of 60 Itron Confidential Special Terms and Conditions – Temetra. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Temetra: 1 Mobile Device Software. (a) License Grant. Subject to the terms of this Agreement, Itron grants Customer a limited, non-exclusive, and non-transferrable license to download, install, and use Itron’s Temetra Mobile application and any associated drivers provided by Itron (collectively, the “Mobile Device Software”) on Itron-approved mobile devices owned or otherwise controlled by Customer (each a “Mobile Device”) strictly in accordance with the Documentation. (b) License Restrictions. Customer shall not: (a) copy the Mobile Device Software; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile Device Software; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of t he Mobile Device Software or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Mobile Device Software, including any copy thereof; or (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile Device Software, or any features or functionality of the Mobile Device Software, to any third party for any reason. (c) Directives. To the extent directive 2009/24/EC on the legal protection of computer programs or similar legislation or regulation (collectively, the “Directives”) is applicable, such Directives may provide Customer the right to decompile Software in order to obtain information necessary to achieve the interoperability of an independently created computer program, prior to exercising any such possible rights under the Directives, Customer agrees to (a) first notify Itron of Customer’s good faith belief that information necessary to achieve the interoperability of an independently created computer program is not otherwise available and that decompilation is indispensable within the meaning of the Directives; and (b) provide Itron with a reasonable amount of time to respond to Customer regarding the foregoing assertions. (d) Limited Mobile Device Software Warranty. For a period of ninety (90) days from the date of delivery of the Mobile Device Software to Customer (the "Warranty Period"), Itron warrants solely to Customer that the Mobile Device Software will substantially conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the warranty period set forth in this Section 1(c), repair or replace non-conforming Mobile Device Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Mobile Device Software if the Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non - conformities in the Mobile Device Software due to: (i) modifications not made or approved by Itron in writing; (ii) Customer’s or any third party’s negligence or intentional acts; (iii) misuse or abuse, including the failure to use or install the Mobile Device Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Customer or a third party; (v) use with third party software, hardware or firmware not provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or security vulnerabilities introduced into the Mobile Device Software or Customer’s systems through no fault of Itron. After the Warranty Period, any Mobile Device Software errors will be addressed under maintenance and support terms. (e) Updates. Itron may from time to time in its sole discretion develop and provide Mobile Device Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Based on Customer’s Mobile Device settings, when Customer’s Mobile Device is connected to .. .. Item 13 Page 56 of 62 00047596.0 Itron Master Sales Agreement Page 56 of 60 Itron Confidential the internet either: (a) the Mobile Device Software will automatically download and install all available Updates; or (b) Customer may receive notice of or be prompted to download and install available Updates. Customer shall promptly download and install all Updates and acknowledge and agree that the Mobile Device Software, the Service Offering, or portions thereof may not properly operate should Customer fail to do so. Customer further agrees that all Updates will be deemed part of the Mobile Device Software and be subject to all terms and conditions of this Agreement. 23.1.1. Compatible Mobile Devices. Mobile Device Software is designed to work in connection with Mobile Devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. Itron is not required to make Mobile Device Software work with any other mobile devices. 24.1.1. Disclaimer of Liability. Mobile Device Software requires Internet connectivity, which Customer is solely responsible for procuring. Itron accepts no responsibility for any internet services failure, Mobile Device failure, or for any loss or damage of any kind caused by such failure. 25.1.1. Business Continuity and Disaster Recovery. The following shall replace Section 17 (“Business Continuity”) and Section 18 (“Disaster Recovery”) of the General SaaS Terms and Conditions in its entirety: Itron uses streaming replication to keep a hot failover database always available, with automatic switch over in the event of failure. Application data is automatically backed up every night. 26.1.1. Recovery of Customer Data at the End of the Agreement or SaaS Service. At the end of the Term of the Agreement or SaaS service (unless the Agreement or SaaS service is renewed pursuant to duly executed amendment or a new agreement), or in the event of its early termination in accordance with the terms of the Agreement, Customer will confirm to Itron in writing, no later than on the effective date of expiration or termination, its decision to close the SaaS service ("Closure Confirmation"). Provided that Itron has received the Closure Confirmation from Customer within the aforementioned period, Itron will maintain Customer's access to the system for a maximum period of three (3) months from receipt of the Closure Confirmation, for the sole purpose of enabling Customer to retrieve the following Customer data: access account information, meter details, history of index reading data and photographs. Customer may, at no additional cost, export said system data in the standard file format used by the SaaS service, or the format already supported by the SaaS service. At the end of this three (3) month period, the Customer data will be permanently deleted and will no longer be recoverable. END .. .. Item 13 Page 57 of 62 00047596.0 Itron Master Sales Agreement Page 57 of 60 Itron Confidential Special Terms and Conditions – Itron Mobile. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Itron Mobile: 1 Relationship to Licensed FCS Software and Maintenance & Support. Customer may be required to update or upgrade its licensed FCS Software from time to time in order to ensure full functionality of Itron Mobile. Customer’s subscription and right to use Itron Mobile will terminate if Customer’s FCS Software license is terminated. 27.1.1. Compatible Mobile Devices. Itron Mobile is designed to work in connection with mobile devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. Itron is not required to make Itron Mobile work with any other mobile devices. 28.1.1. Customer’s Obligation to Protect Customer Information on Mobile Devices. Customer must take steps to protect Customer information stored on mobile devices. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated by Customer as confidential and must not be disclosed in violation of the Agreement. Customer is at all times responsible for its employees and subcontractors’ use of Itron Mobile. Itron has th e right to disable any user identification codes or passwords if Customer or its employees and contractors have failed to comply with any of the provisions of this Agreement. 29.1.1. Internet Connectivity. Itron Mobile requires internet connectivity. Customer is solely responsible for obtaining, maintaining and paying for such internet connectivity. 30.1.1. Disclaimer of Liability. Itron accepts no responsibility for any internet services failure, mobile device failure, or for any loss or damage of any kind caused by such failure. END .. .. Item 13 Page 58 of 62 00047596.0 Itron Master Sales Agreement Page 58 of 60 Itron Confidential Special Terms and Conditions – Field Tools Advanced. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Field Tools Advanced: 1 Compatible Mobile Devices. Field Tools Advanced is designed to work in connection with mobile devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. It ron is not required to make Field Tools Advanced work with any other mobile devices. 31.1.1. Customer’s Obligation to Protect Customer Information on Mobile Devices. Customer must take steps to protect Customer information stored on mobile devices. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated by Customer as confidential and must not be disclosed in violation of the Agreement. Customer is at all times responsible for its emplo yees and subcontractors’ use of Field Tools Advanced. Itron has the right to disable any user identification codes or passwords if Customer or its employees and contractors have failed to comply with any of the provisions of this Agreement. 32.1.1. Internet Connectivity. Field Tools Advanced requires internet connectivity. Customer is solely responsible for obtaining, maintaining and paying for such internet connectivity. 33.1.1. Disclaimer of Liability. Itron accepts no responsibility for any internet services failure, mobile device failure, or for any loss or damage of any kind caused by such failure. END .. .. Item 13 Page 59 of 62 00047596.0 Itron Master Sales Agreement Page 59 of 60 Itron Confidential Special Terms and Conditions – Operations Optimizer. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Operations Optimizer: 1 User IDs ad Passwords. The following shall replace Section 14 (“User IDs and Passwords”) of the General SaaS Terms and Conditions in its entirety: Itron shall provide Customer with an integration with Azure Active Directory for managing their user identifications and passwords (“User IDs”) to access Itron’s Operations Optimizer. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user. 34.1.1. Roles and Responsibilities. The table in Section 19 (“Roles and Responsibilities”) of the General SaaS Terms and Conditions shall be replaced in its entirety with the following: Description of service or deliverable Itron Customer Manage user access according using Azure Active Directory to add new users and promptly remove users no longer involved with the Software as a Service. P Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P Manage and troubleshoot the secure SaaS components and processes (if applicable). P Administer associated Linux, Unix, and Windows operating systems. P Apply operating system and other third-party security patches and critical updates as appropriate. P Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required. P Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform. P Monitor communications and support communications troubleshooting activities for the SaaS. P Perform software upgrade activities if required. P Maintain and administer the SaaS Server databases. P Manage upload and submission of meter data files; work with Itron when problems are identified. P Provide and maintain a Secure FTP or equivalent if included in the SOW. P .. .. Item 13 Page 60 of 62 00047596.0 Itron Master Sales Agreement Page 60 of 60 Itron Confidential Perform regular system, database, and custom component backups in accordance with selected service level. P Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment. P END .. .. Item 13 Page 61 of 62 City of Vernon, California 4305 S Santa Fe Ave. Vernon, CA 90058 Maintenance Proposal Pricing: City of Vernon Date of Quote: 6/6/2023 Price 2024 2025 2026 Hardware by Location Qty Component Name Start End Annual Fee/Unit Year 1 Year 2 Year 3 SC00004340 10 REPEATER 100 7/1/2023 6/30/2026 91.48$ 914.80$ 969.69$ 1,027.87$ SC00004340 4 CCU 100 7/1/2023 6/30/2026 152.46$ 609.84$ 646.43$ 685.22$ Hardware Maintenance Subtotal 1,524.64$ 1,616.12$ 1,713.09$ Software by Location SC00002799 1 MV-90 XI SINGLE PC 500 METER 7/1/2023 6/30/2026 11,823.67$ 11,823.67$ 12,533.09$ 13,285.08$ SC00002799 1 MV-90 XI TCP-IP SINGLE PC ELECT DEL 7/1/2023 6/30/2026 838.56$ 838.56$ 888.87$ 942.21$ PO 011.0001558 SC00017330 1 FIXED NETWORK SOFTWARE-AS-A-SERVICE 7/1/2023 6/30/2026 26,737.04$ 26,737.04$ 28,341.26$ 30,041.74$ SC00004340 1 FCS W/TOU SFTW MAINTENANCE, 2501-5000 METERS, E-DEL7/1/2023 6/30/2026 5,805.57$ 5,805.57$ 6,153.90$ 6,523.14$ Software Maintenance Subtotal 45,204.84$ 47,917.13$ 50,792.16$ Year 1 Hardware & Software Maintenance Fee Total 46,729.48$ 49,533.25$ 52,505.24$ Total Maintenance Fees (USD)148,767.97$ Customer Signature of Acceptance: ____________________________________________________________________ Date: ______________________ Comments and/or Assumptions: 1)Itron's 3 Year Maintenance Quote for MV-90xi, FN SaaS, FCS as well has Hardware Maintenance of Repeaters and CCU 100s. 2)Applied 8% annual adjustment for 2024, and a 6% annual adjustment for 2025/2026. 3)This quote is based on current configuration and changes to use case or system sizing may require an updated quote. 4)All fees are in $USD. 5)This pricing is an estimate; system rounding may change the final pricing by a few cents. Agreement Dates **This is not an invoice** Prices Valid for 90 Days City Of Vernon_AttA_HW_SW_FN SaaS_050123 .. .. Item 13 Page 62 of 62 City Council Agenda Report Meeting Date:August 15, 2023 From:Carlos Fandino, City Administrator Department:City Administration Submitted by:Diana Figueroa, Administrative Analyst Subject Services Agreement with Jemmott Rollins Group, Inc for Vernon CommUNITY Fund Administrative Support Recommendation Approve and authorize the City Administrator to execute a Professional Services Agreement with Jemmott Rollins Group, Inc., in substantially the same form as submitted, for administrative support services for Vernon CommUNITY Fund grantmaking activities for a total amount not-to- exceed $198,000, for a three-year term ($66,000 annually). Background As one of the key elements of the City’s good governance reforms, the City Council created the Vernon CommUNITY Fund (VCF) to provide grants to charitable and governmental entities for projects and programs that benefit those residing and working in Vernon. Given the industrial nature of Vernon, the City Council determined that the VCF was in the best interest of the City and its residents, businesses, and workers to provide access to necessary services and improve quality of life. The City requires the partnership of a qualified firm to provide consultation, guidance, research and specialized administrative support services to the City Administrator and City staff related to the VCF. Staff seeks to leverage a firm’s extensive experience in the areas of non-profit grantmaking and grants management, and specialized knowledge of ethics and principles governing the grantmaking process. Under the direction of the City Administrator, the firm will support staff while adhering to the basic guidelines and operational procedures for the VCF Grant Committee (Grant Committee) and its officers, including those related to the allocation of funds and the processes for reviewing and ranking applications and awarding grants. Since its inception in 2014, the Vernon CommUNITY Fund Grant Committee has awarded grants totaling over $5 million to non-profit community-based organizations serving neighboring communities in the Vernon area. Additionally, in 2019, the Grant Committee introduced a VCF Scholarship Program which offers grants to qualified high school seniors in the Vernon Area who seek to pursue higher education. The City’s agreement for the aforementioned services expired on July 31, 2023. Pursuant to Vernon Municipal Code Sections 3.32.080 and 3.32.130 respectively, a Request for Proposals (RFP) was issued on or around July 19, 2023 via Planet Bids, an online platform designed to reach a multitude of prospective vendors, and was also emailed directly to a total of eight (8) organizations, with responses due by August 3, 2023. The proposed scope of services within the RFP was designed to reduce administrative costs and identified a need for staff support in the assessment of direct service grant applications and organizations only and did not include the evaluation of scholarship grant applications. A total of three (3) proposals were received by the deadline and deemed responsive to the RFP. Subsequently, a panel comprised of internal staff from various departments evaluated the .. .. Item 14 Page 1 of 38 proposals received in order to determine the firm best suited to provide the services requested. The panel conducted a comprehensive, fair, and impartial evaluation of the proposals in accordance with the specifications set forth within the RFP document. Established criteria were used in reviewing and comparing the proposals to determine the most suitable firm. At the conclusion of the assessment, the proposal submitted by the Jemmott Rollins Group, Inc. (JRG) received the highest score. JRG demonstrated an extensive level of experience in grantmaking, familiarity with southeast area non-profits, and provided a cost-effective proposal. It is recommended that City Council approve and authorize the City Administrator to execute a services agreement with JRG. The proposed agreement has been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact The 2023-24 fiscal impact is not-to-exceed $66,000. Sufficient funds are available in General Fund, City Administration Department, Community Promotion Division, Professional Services - Other Account No. 011-010-140-529215 for the current fiscal year and will be budgeted in subsequent fiscal years. Attachments 1. Services Agreement with Jemmott Rollins Group, Inc. .. .. Item 14 Page 2 of 38 Page 1 of 17 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JEMMOTT ROLLINS GROUP, INC. FOR ADMINISTRATIVE SUPPORT SERVICES FOR VERNON COMMUNITY FUND GRANT ACTIVITIES COVER PAGE Contractor: JEMMOTT ROLLINS GROUP, INC. Responsible Principal of Contractor: Fran Jemmott, Principal Notice Information - Contractor: Jemmott Rollins Group, Inc. 5443 Overdale Drive Los Angeles, CA 90043 Attn: Fran Jemmott, Principal Telephone: (213) 509-1032 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Carlos R. Fandino, Jr., City Administrator Email: cfandino@cityofvernon.org Telephone: (323) 583-8811 ext. 228 Commencement Date: August 15, 2023 Termination Date: August 14, 2026 Consideration: Total not to exceed $198,000 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years, pursuant to Section 11.20 .. .. Item 14 Page 3 of 38 Page 2 of 17 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JEMMOTT ROLLINS GROUP, INC. FOR ADMINISTRATIVE SUPPORT SERVICES FOR VERNON COMMUNITY FUND GRANT ACTIVITIES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Jemmott Rollins Group, Inc., 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 August 15, 2023. 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 July 19, 2023, and titled Administrative Support Services for Vernon CommUNITY Fund Grant Activities, and Contractor's proposal to the City ("Proposal") dated August 2, 2023, 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 August 15, 2023, and it shall continue until August 14, 2026, 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 .. .. Item 14 Page 4 of 38 Page 3 of 17 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 $198,000 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. .. .. Item 14 Page 5 of 38 Page 4 of 17 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. .. .. Item 14 Page 6 of 38 Page 5 of 17 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. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (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. Professional Errors and Omissions coverage in a sum of at least $2,000,000, where .. .. Item 14 Page 7 of 38 Page 6 of 17 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 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. .. .. Item 14 Page 8 of 38 Page 7 of 17 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. .. .. Item 14 Page 9 of 38 Page 8 of 17 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 .. .. Item 14 Page 10 of 38 Page 9 of 17 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 Proposals shall control over the Contractor’s Proposal. 11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof. .. .. Item 14 Page 11 of 38 Page 10 of 17 11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Carlos R. Fandino, Jr., City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 If to the Contractor: Jemmott Rollins Group, Inc. Attention: Fran Jemmott, Principal 5443 Overdale Drive Los Angeles, CA 90043 Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. 11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may .. .. Item 14 Page 12 of 38 Page 11 of 17 terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 11.20 MAINTENANCE AND INSPECTION OF RECORDS. .. .. Item 14 Page 13 of 38 Page 12 of 17 The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay. 11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical .. .. Item 14 Page 14 of 38 Page 13 of 17 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]. .. .. Item 14 Page 15 of 38 Page 14 of 17 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City and California municipal corporation By: ____________________________ Carlos R. Fandino, Jr., City Administrator Jemmott Rollins Group, Inc., a California corporation By: Name: Title: ATTEST: _______________________________ Lisa Pope, City Clerk By: Name: Title: APPROVED AS TO FORM: _______________________________ Zaynah N. Moussa, City Attorney .. .. Item 14 Page 16 of 38 Page 15 of 17 EXHIBIT A CONTRACTOR'S PROPOSAL .. .. Item 14 Page 17 of 38 5443 Overdale Drive, 90043 | Tel. 323-293-7074 | www.jemmottrollinsgroup.net August 2, 2023 City of Vernon, California Attn: Carlos R. Fandino, Jr., City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Dear Mr. Fandino, On behalf of Jemmott Rollins Group, Inc. I am pleased to submit a proposal in response to your RFP for “Administrative Support Services for Vernon CommUNITY Fund Grant Activities.” This proposal will remain valid for a period of 90 days through October 29th, 2023. As City of Vernon’s current contractor for the Vernon CommUNITY Fund, we remain committed to our strong partnership and to delivering high-quality management services derived from our 50 years combined experience in ethical grant-making, grants management best practices, and charitable funds administration. Please feel free to contact me or Paulena Hicks, Program Assistant, at (661) 301-5771, paulenahicks@jemmottrollinsgroup.net. Thank you for your consideration. Sincerely, Frances E. Jemmott Principle & CEO franjemmott@jemmottrollinsgroup.net (213) 509-1032 .. .. Item 14 Page 18 of 38 Page | 1 of 19 Contents A. Introduction ...................................................................................................................................................................... 2 B. General Scope of Work .................................................................................................................................................... 3 Strategic Planning ............................................................................................................................................................... 3 Management and Coordination ........................................................................................................................................... 3 Information Technology and Technical Assistance ............................................................................................................ 4 C. Work Plan ........................................................................................................................................................................ 4 D. Fees and Costs ................................................................................................................................................................. 5 E. Ability of the Proposer to Perform ................................................................................................................................ 5 Exhibit A: Workplan Outline .............................................................................................................................................. 8 Exhibit B: Affidavit of Non-collusion .................................................................................................................................. 9 Exhibit C: Resumes ............................................................................................................................................................. 10 Exhibit D: Sample Grant Recommendation ..................................................................................................................... 15 Exhibit E: Sample Transmittal Report ............................................................................................................................. 18 .. .. Item 14 Page 19 of 38 Page | 2 of 19 A. Introduction Jemmott Rollins Group, Inc. (JRG) proposes to assist the City in managing the operations essential to the efficient and effective management of the Vernon CommUNITY Fund (VCF). The VCF is distinguished by its grounding in an ordinance approved by the City Council that clearly expresses the charitable intent of City of Vernon (City) to support non-profits and other municipalities as a commitment of good government. Ordinance No. 1218 speaks to the importance of the City’s commitment to share with residents of other communities the benefits derived from the history and generosity of businesses in Vernon, established as a municipality in 1905. JRG has had the privilege of assisting the City of Vernon since 2014 with the design and implementation of the grantmaking program. Our team understands the need to provide best-in-class support that assures the VCF resources will be put to their best and highest purposes. JRG is committed to further support of VCF as fiscal challenges reduce the amount of funding available for grants even as the intent to support the work of worthy non-profits remains strong. In this response to the RFP released on (insert date) JRG proposes to modify its administrative costs and practices to maximize the grantmaking resources while maintaining services and visibility to grantseekers and existing grantees. These proposed changes will conform to the high standard of community engagement and support for the VCF Grants Committee and the City Administration. To support City of Vernon and the VCF, JRG will engage the community to: • Outreach to encourage qualified applicants to apply for support • Host a grantseeker workshop to provide technical assistance to potential applicants • Conduct due diligence and site visits to certify funds requested will be used for their proposed purpose • Maintain a level playing field and inclusive approach to screening applicants • Deliver assessments that outline the benefits of each proposed grant, as well as any risks associated with applications • Promote efforts that provide public recognition of the City of Vernon and its businesses in support of charitable efforts • Ensure a high level of collaboration with City of Vernon administrative staff involved in the Vernon CommUNITY Fund effort • Strive to demonstrate at all times the privilege and honor it is for JRG to support this very worthy effort. .. .. Item 14 Page 20 of 38 Page | 3 of 19 B. General Scope of Work Strategic Planning • Assure that each grant docket has been meticulously prepared and includes essential content for the VCF Grant Committee to make informed and effective decisions. • Review each grant request received to verify that the applicant meets basic qualifications: has legitimate non-profit/tax-exempt status or valid fiscal sponsorship by a qualified non-profit; serves residents of the designated VCF catchment area; provides evidence of capacity to plan and implement work proposed in the grant application; distinguishes between project and core operating requests and provides applicable budget justification; and meets the priorities set forth in the Ordinance establishing the VCF. • Consult with City Administration on issues that arise in reviewing applications or requests by applicants/grantees. • Provide necessary thought partnership and management assistance to the Vernon City Administration and to the VCF Grant Committee to determine any changes needed to support applicants in determining the amount of funding available or (should the Committee decide) a specified focus for grant applications given reduced funding. For example, would grants for youth development or efforts to relieve poverty be prioritized. Would there be grant size limitations? Management and Coordination • Maintain open and clear lines of communications with City of Vernon staff, assuring complete transparency in our operations and rationale for recommendations. • Develop and adhere to schedules that are responsive to public notices and calendars of City of Vernon staff with whom we work most closely. • Hold ourselves accountable to the highest levels of trust and discretion in all aspects of our work with the City of Vernon and its constituents in all matters regarding the VCF. • Provide high-quality, forward-facing materials for distribution to the public and on the website. • Provide essential materials for the VCF Grant Committee • Prepare all materials related to the grants docket. • Conduct due diligence in reviewing each recommended grant to assure qualifications including financial documents, legal standing as charitable entity, board of directors, conflicts of interest, areas served and populations served, value to the community and value added to the VCF. • Analyze and offer comparative value/benefit of recommended grant against amount of request, funds available in the VCF, activities to be supported and contributory support from other funders and organizational fundraising efforts. • Encourage grant applicants to consider appropriate ways of recognizing City of Vernon’s contribution to their efforts. .. .. Item 14 Page 21 of 38 Page | 4 of 19 • Serve as a central resource for all inquiries to explain and respond to all matters related to the VCF Grant Committee docket. • Understand and practice appropriate protocols in all public meetings relative to our role as contracted management assistants to City of Vernon staff. Public Relations and Communications • Assist City of Vernon in efforts to promote grantees and their work. • Assist grantees in their understanding of City of Vernon as a community supporter and messages appropriate to describing COV as a good neighbor. • Assist community organizations and the VCF Grant Committee members in learning about opportunities to meet, attend events and put a personal face on the VCF throughout the catchment area. • Attend, if requested by the City of Vernon, and speak on behalf of the VCF at significant events. Information Technology and Technical Assistance • Act as principal custodian for the Vernon CommUNITY Fund web page. • Utilize more cost-effective software to gather grant applications; eliminate the use of Survey Monkey to effect a significant cost savings • Prepare and provide visual aids for meetings of the VCF Grant Committee. • Coordinate with IT personnel at City of Vernon to support meetings. • Manage database of applicants, grantees, and key contacts. • Create and maintain a Grantee Map to provide a visual, geographic representation of the simple breadth of scope of the VCF’s potential impact. C. Work Plan JRG offices are open four days a week from 9:30 am until 4:30 pm and staffed with personnel including the CEO, IT manager, 2 administrative support personnel. As well we maintain a bench of well-qualified consultants to assist with due diligence, site visits and presentations at Grant Committee meetings. JRG values and operating standards align with those of organized philanthropy and grantmaking organizations. We employ concepts, proven best practices, and programmatic learnings from our position in the local field of philanthropic practitioners, from our routine review and participation in learning opportunities of Southern California Grantmakers, Center for Non-Profit Management, CompassPoint Non-Profit Services, and from subscriptions to Non-Profit Quarterly, BoardSource and other sources of inspiration and practice reform. We .. .. Item 14 Page 22 of 38 Page | 5 of 19 provide an advantage to grantees of the Vernon CommUNITY Fund by forming and sustaining relationships that sometimes lead to other funding sources. This document proposes to continue our efforts in maintaining e-mail and phone contact with applicants and grantees; providing informal technical assistance to support problem solving and by maintaining a strong working relationship with the City of Vernon Administrative Staff. JRG typically bills for management assistance and grantmaking support services at a rate of $350 per hour plus 15% indirect costs. Because we hold much of the institutional knowledge related to the formation and operation of the VCF and because the work aligns completely with our business model and operations, we are pleased to offer a reduced rate for this proposal. In addition, COV has contributed to development of our expertise and practice in this area. We believe a reduced cost is appropriate without any intent to reduce the quality of service delivery. D. Fees and Costs Full cost of the contract to JRG: $66,000 billable monthly for 12 months at $5500 per month to fulfill the scope of work in Section D of this document. E. Ability of the Proposer to Perform Project Team (Resumes attached, see Exhibit C) Fran Jemmott/Project Leader 5 hours per month Provide overall executive management oversight and responsibility; develop and promote grantmaking practices and standards; engage organizations and leaders; conduct due diligence and site visits; brief VCF Chair; facilitate meetings James Hull/IT Manager 16 hours per month Manage all VCF data collection and dissemination; maintain grantee map; develop quarterly reports for VCF; monitor grantee reports; manage designated phone line for VCF; maintain and administer FluidReview grants management software administration; prepare write-ups for grant dockets Paulena Hicks, Program Assistant 5 hours per month Assist in data collection and dissemination; respond to calls and assist in preparation of grant dockets; As previously stated, JRG offers extensive experience in grantmaking and administration of all charitable grants-related protocols. Our staff and long-term consultant partners provide a deep bench in all aspects of reviewing grant applications; capacity to fairly and thoroughly evaluate applicants using standards and best practices of high-performing grant-making organizations; undertake due diligence on applicants, including follow up reporting on grants awarded. Since 2014 years we have provided assistance to City of Vernon in implementing the current VCF operations and priorities. We assisted the original Vernon City Administration and legal consultants in developing the Ordinance and operating procedures, provided support to develop the website portal for applications/tracking .. .. Item 14 Page 23 of 38 Page | 6 of 19 grants and in making necessary modifications to accommodate conditions that arose with financial management and incorporating recommendations of the VCF Grant Committee. Our current consultation contracts with large grantmaking operations includes: City of Los Angeles, Council District 8 Community Fund for Community-based Non Profit Organizations $4.3 million Reimagine LA program Program Management Honorable Marqueece Harris-Dawson, Councilmember, District 8 LA Care, Equity and Resilience Initiative Capacity Building/Technical Assistance for Community-Based Organizations Grant application reviews and technical assistance management Shavonda Webber Christmas, MPH, Director, Community Benefits Department The Conrad N. Hilton Foundation Innovative Collaborative to Impact Homelessness Project Manager Kristin Aldana Taday, Program Officer Please feel free to contact any of the above for references. Contract/grantmaking reference: Denise Jackson, Office and Finance Manager for Councilmember Marqueece Harris-Dawson denise.jackson@lacity.org (213) 473-7008 City Hall Office 200 N. Spring St. Room 450 Los Angeles, CA 90012 Contract/grantmaking reference: Shovanda Webber-Christmas, MPH Director, LA Care Community Benefits Equity and Resilience Initiative swebber-christmas@lacare.org (213) 651-8947 Corporate reference: Alicia Procello Vice President, Corporate Social Responsibility and President of Avery Dennison Foundation aprocello@gmail.com (626) 319-1508 .. .. Item 14 Page 24 of 38 Page | 7 of 19 Grantee reference: Jacob Adams Executive Director, STEM to the Future jacob@stemtothefuture.org JRG is a minority- and woman-owned for-profit S Corporation with a staff of four full-time and part-time employees and annual revenue of $750,000. We comply with all federal and state labor laws, including provision of a living wage with a minimum of $18.00 per hour to all staff. JRG is an equal opportunity employer and does not discriminate on the basis of race, ethnicity, religion, gender or gender preference, or any class protected by law. .. .. Item 14 Page 25 of 38 FY 2023 – 2024 Major Milestones & Activities Tasks September 2023 VCF Contract begins Grant calendar submitted for approval Preparation of applicant database ‐ Schedule/facilitate meeting with City of Vernon Staff to review work plan. - Discussion of VCF goals with grant committee - design database and migrate applicant data - final preparation of grant application form(s) October 2023 Outreach to potential applicants ‐ Public release of Notice of Fund Availability; public access to application form(s) ‐ Outreach to applicant organizations; answer inquiries December 2023 Collect grant applications ‐ Intake of grant applications, final deadline ‐ Select applications for recommendation January 2024 Internal review of grant applications ‐ Conduct due diligence on applications ‐ Collect supplemental applicant items needed for Grant Committee review. ‐ Outreach to grantees to request information on upcoming events for Grant Committee participation. ‐ Prepare write-ups for applications selected for recommendation to VCF February 2024 VCF General Grant Committee meeting VCF General Grants awarded Distribution of funds ‐ Present grant applicant recommendations to Vernon Staff - Finalize grant recommendation forms ‐ Prepare a single complete electronic PDF file containing all necessary documentation for review/approval (grant recommendation form, organizational budget, project budget, board members, etc.); send to Vernon Staff for public posting ‐ Facilitate the VCF Grant Committee Review to provide consultation/support for selected grant recommendations City of Vernon CommUNITY Fund – Work Plan 2023 – 2024 (requires updating for subsequent contract years) Distribution of funds recommendations ‐ Notify applicants of their grant awards ‐ Draft Grant Agreement/Denial letters for review by Vernon Staff ‐ Upon approval, distribute Grant Agreement letters to grantees March 2024 April 2024 VFC Scholarship applications reviewed ‐ provide assistance to Vernon staff in the review of VCF scholarship applications and distribution of scholarship funds .. .. Item 14 Page 26 of 38 March 2013 AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) _______________________________________________________________, being first duly sworn deposes and says that he/she is ______________________________________________________________________ (Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) of______________________________________________________________________________________ (Insert name of bidder) who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of bids/proposals, said bidder: a.Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal; b.Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw his/her bid/proposal; c.Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else; d.Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his/her business. Frances Jemmott Chief Executive Officer Jemmott Rollins Group, Inc. .. .. Item 14 Page 27 of 38 5443 Overdale Drive • Los Angeles, CA 90043 Tel. (323) 293-6646 • Fax (323) 293-7074 Email: jemmroll@worldnet.att.net Website: jemmottrollinsgroup.net Frances E. Jemmott Principle/CEO RESUME Summary: I have more than forty years in innovative policy and program development in the non-profit sector including grassroots community-based organizations; university-based research and policy centers; philanthropy and large associations. Currently: Since May, 2003, principal of woman/minority owned consulting practice specializing in organizational development and strategic planning, to foster progressive social change; technical assistance and customized training materials; board and staff development and group facilitation planning and implementation. 4.5FTE staff and four consultant associates Clients: •Blue Shield California Foundation, San Francisco •California Association of Non-Profits, Los Angeles •California Community Foundation •Casey Family Programs, Seattle •City of Vernon •Community Coalition, Los Angeles •Liberty Hill Foundation •Public Health Foundation Enterprises, City of Industry, CA •The California Endowment •The Twenty First Century Foundation, NY •US Department of Health and Human Services, Office of Regional Health Administrator, San Francisco Employment History: 1996 -2003 The California Wellness Foundation, Woodland Hills, CA Program Director: Women’s Health, Sr. Program Officer: Community Health 1989- 1996 UCLA Psychology Department, Los Angeles Director, California Self-Help Center 1983- 1989 New York City Self-Help Clearinghouse, Inc. Founder, Executive Director 1973 – 1983 City University of New York, Graduate School and University Center Center for Advanced Studies in Education, National Self-Help Center Master trainer and research associate, 1968 – 1973 New York University, New Careers Development Center Master trainer, project director 1963 – 1968 Volunteer and paid positions in various organizations Civil rights activist and community organizer Education: Howard University, Washington, DC 1961- 1963 Certificate: Anderson School/UCLA Program for Mid-Level Managers; National Society for Training Development Affiliations: 2013 Senior Fellow, UCLA Luskin School of Public Affairs 2015 Humanitarian Award for Social Justice, Peace Over Violence, Los Angeles 2016 Founders Award, Liberty Hill Foundation, Upton Sinclair Dinner, Los Angeles .. .. Item 14 Page 28 of 38 Frances E. Jemmott Page 2 Publications, references and additional employment detail upon request CAREER HIGHLIGHTS 2007-2012 Led the program design and implementation for the Strong Field Project, a signature effort of Blue Shield of California Foundation to end domestic violence in California. The four-year multi-million dollar project includes leadership development, organizational development, field building and strengthening organizations, individuals and communities to better prevent domestic violence and support those affected by it. 2009 - ` Founded Social Action Partners, an independent 501(c)(3) to fortify the non- profit infrastructures in low-come communities of color. The organization is the South Los Angeles Hub Convener for Building Healthy Communities. 2004-2006 SCOPE: Strategic Concepts in Organizing and Policy Education Assisted the President/CEO as the interim managing director for social justice organization with annual budget of $2million; 23 staff; five direct reports to establish/update financial, personnel and other internal systems and strengthen Board of Directors; initiate strategic plan; provide leadership to Coalition for Health and Justice in strengthening policy advocacy at community level to improve public health infrastructure in LA County; transition to new ED 2003 -2006 Casey Family Programs Consultant to Powerful Families Program designed to strengthen families at risk for out of home placement of children through development of advocacy and community leadership curricular materials; provided technical support to CFP staff in design and implementation of pilot program in 35 sites across the US; trained 500+ local agency staff 2003 – 2004 United States Department of Health and Human Services, Office of the Regional Health Administrator, Region IX Led the planning team and implemented Regional Conference on Overweight and Obesity Prevention 200+ participants from 5 states and Pacific Territories 1996-2003 The California Wellness Foundation Senior Program Officer and Program Director for Community Health and Women’s Health involving annual grant making of $3 million and design and implementation of the Children and Youth Community Health Initiative (1996-2002), a 5 year $20 million investment in ten communities across California; provided leadership to local and national affinity groups and co-chaired 1999 Conference of Grantmakers for Children Youth and Families 1988 -1996 California Self-Help Center, UCLA Psychology Department Management responsibility for a research and demonstration project funded by the CA Department of Mental Health to promote self-help mutual support groups in preventing emotional dysfunction arising from a range of life predicaments; maintain a database of self-help groups statewide and 800 toll free lines that referred 30k callers each year, trained group facilitators, provided coordination and communications to support local efforts. Annual budget of $1million; 17 staff – students and volunteers .. .. Item 14 Page 29 of 38 JAMES HULL (562) 235-0786 ¤ Jehull@gmail.com ¤ 20821 Amie Ave. ¤ Torrance, CA 90 503 SUMMARY OF QUALIFICATIONS: Creative and innovative Customer Support Representative with IT experience. Ability to convey, interpret and resolve complex problems while maintaining professionalism and customer confidence. Excellent communication and problem solving skills with proven results in high intensity situations. Proficient in multiple operating systems including Windows based architecture, Mac OS and Linux. Adept in learning and assimilating new technologies and procedures quickly and effectively. Software Knowledge: •Adobe Design Suite •MS Visual Studio •Apache Web Server •MS Office Suite (Word, Excel, PowerPoint Programming Languages: •XML/XHTML • PHP •CSS •Perl • JavaScript/JQuery •SQL •C#•C/C++ PROFESSIONAL EXPERIENCE: JEMMOTT ROLLINS GROUP, INC. Los Angeles, CA 7/12 - Present IT Support Technician •Maintain grant application website and grantee database •Consolidate and prepare documents and materials •Website update and maintenance •Network and systems installation and maintenance SOCIAL ACTION PARTNERS, Los Angeles, CA 7/12 – 6/19 Administrative/IT Support Technician •Document formatting and preparation •Set up audio/visual connections for on-site workshops •Consolidate and prepare documents and materials •Network and systems installation and maintenance US CENSUS BUREAU, Lynwood, CA 3/10 – 8/10 Field Operations Clerk •Assembled and prepared materials for enumerators and crew leaders •Used Federal Operations Control System to print reports and necessary paperwork for field enumeration •Catalogued and processed return data provided by field crew •Assisted in quality control and material maintenance for assignment preparation MASS MOVEMENT INCORPORATED, Gardena, CA 8/05 – 6/09 Administrative Support/Consumer Sales Liaison •Determined routing and delivery schedule for orders in Northern and Southern California •Primary party responsible for the maintenance and accuracy of inventory database including database management and report generation •Acted as liaison between first party manufacturers and regional manager to coordinate high profile orders for delivery •Oversaw quality assurance program and was primary proponent in revised quality control process LOKER UNIVERSITY STUDENT UNION, Carson, CA 9/99 – 6/04 Graphic Artist •Conceptualized and composed artwork for advertising and marketing campaigns •Responsible for coordinating layout, design and typesetting for University Union newsletter •Developed and maintained University Student Union web site •Used various applications to fulfill duties: Windows XP, Photoshop, Illustrator, InDesign, PageMaker, Dreamweaver, Flash MX, FrontPage •Performed routine maintenance, upgrading and reparation of computer systems and networks.. .. Item 14 Page 30 of 38 EDUCATION: •CALIFORNIA STATE UNIVERSITY DOMINGUEZ HILLS, Carson, California Bachelor of Science, Computer Science, 2005 •LOS ANGELES SOUTHWEST COLLEGE, Los Angeles, CA Coursework towards Associates Degree: Computer Science, 1996-1998 .. .. Item 14 Page 31 of 38 Paulena Hicks paulena.hicks@yahoo.com OBJECTIVE Dedicated and motivated college student seeks an internship position where I can apply my strong organizational and detailed-oriented multitasking skills to gain experience and knowledge within the field of healthcare administration. SKILLS & ABILITIES •Proficient in Microsoft Office (Excel, Outlook, Word) •Strong presentation skills •Independent judgement and decision making •Strategic Planning •Structured communication and organizational skills EDUCATION •California State University Northridge, 2023 Bachelor of Science: Health Administration •Honors & awards: Dean’s List EXPERIENCE Program Assistant – Jemmott Rollins Group June 2023 – Present •Maintains contact databases for clients, draft contracts, budgets and reports to clients Assist with data management on clients, and provide background information on fields of interest within company •Provide administrative and logistical support for projects • Customer Service Associate – Lowe’s, H.I.C. February 2022 – May 2023 •Worked closely with shift manager to resolve problems and handle customer concerns •Performed cash, card, and check transactions to complete customer concerns Mentored new team members on POS system operation, customer services strategies and sales goal Customer Service/Barista – Starbucks December 2019 – June 2020 •Provided customer service according to Starbucks culture of “customer comes first” attitude by listening and responding to customer’s needs. •Anticipated customer/store needs and effectively responded accordingly •Contributed and actively engage in maintaining a positive team environment .. .. Item 14 Page 32 of 38 GRANT RECOMMENDATION FORM General Applicant Information Applicant Organization: No. of Board Members: Year Founded:Type of Organization: Amount Requested:Recommended Amount: Annual Budget: Brief Narrative description of the organization Organizational strengths: Type of support requested: ___ General Operating ___ Project/Program First Time Applicant Returning Grantee Prev. Award amount: So'oh-Shináli Sister Project community service, health/human resources 2010 $385,317 3 $30,000 $20,000 ✔✔ For three consecutive years, SSSP has received funding from the LA County Department of Mental Health to host wellness gatherings. These gatherings have engaged approximately 1,000 participants. One of very few local organizations dedicated to and led by Indigenous community members Community, family and intergenerational-centered Develops resources that reflect, engage and are identified by the community So'oh-Shinálí Sister Project (SSSP) is the Indigenous Circle of Wellness' (ICOW)community-based extension project that began in 2010 when three first-generation college graduates met while working for a tribal agency in the Los Angeles area. Incorporated as a 501(c)(3) in 2020, SSSP responds to the urgent need to develop decolonized learning environments that foster the equitable participation of Indigenous students while upholding the strengths and addressing the challenges that impact the Indigenous community. The organization serves more than 2,000 Native Americans annually, 20% come from the Vernon area, through annual community driven programming focused on uplifting traditional Indigenous knowledge, education, and mental wellness. The mission of So'oh-Shináli Sister Project is to promote Indigenous education and wellness to empower all Indigenous community members in the urban setting through core values, intergenerational relationship building, and inclusive community-based programming rooted in cultural practices. .. .. Item 14 Page 33 of 38 6WDႇ$QDO\VLV 3URSRVDO'HWDLOV 'RFXPHQWVUHYLHZHG ___ Audit/IRS Form 990 (dated: _____ / ____ / _____ ) ___ Organizational Budget How does the proposal align with the goals of the Fund? &RVW%HQH¿W %HQH¿FLDULHVDQGRUSRWHQWLDO LPSDFWRQWKHQRQSUR¿W governmental landscape: Description of the proposal to which funds would apply LIQRSDUWLFXODUSURMHFWLVVSHFL¿HGSOHDVHQRWH*HQHUDO2SHUDWLQJ6XSSRUWLQWKLVDUHD 6SHFL¿FSRSXODWLRQVWDUJHWHGE\JUDQWUHTXHVWLIDSSOLFDEOH Age Range: Gender: Race/Ethnicity: Economic Status: Family Type: Military Status: Sexual Orientation: Other (specify): ___ Proposal Budget Are there any activites planned to acknowledge VCF as a funder of this project/program/organization? 21-54 any any N/A Indigenous any any N/A This proposal is for general operating support including costs like rent, utilities, transportation and program. $30,000 would serve 10,000 More than 2,000 Indigenous individuals from VCF area will receive education and mental health wellness support. ✔✔05 04 2022 ✔ The proposal aligns with the following fund goals: -Strengthen and support non-profit organizations that benefit residents and neighborhoods -To encourage and inspire positive social development in Vernon and neighboring communities -To promote positive social development of children, youth, families and senior residents in Vernon and surrounding areas SSSP would promote the Vernon CommUNITY Fund through a special announcement on its monthly listserv of 1,500 contacts and also through integration on flyers and social media platforms. Additionally, the organization would post this on its sister organization's social media, Indigenous Circle of Wellness, which has a following of over 14,500 individuals and a monthly listserv audience of about 2,000 subscribers. The Vernon CommUNITY Fund logo would also be added to SSSP's website. .. .. Item 14 Page 34 of 38 What previous projects has the applicant successfully implemented? 6WDႇUHYLHZHU Date: _____ / ____ / ______Signed: ___________________________________ )XQGLQJ5HFRPPHQGDWLRQ Fund this proposal? ___ Yes ___ No Recommended Amount: 6XJJHVWHGUHYLVLRQVWRSURSRVDOIXQGDPRXQWLIDSSOLFDEOH List any forseeable challenges that the applicant may encounter in the implementation of this proposal or in general: SSSP was previously awarded the Service, Access, and Equity Grant from the Department of Developmental Services for the fiscal year 2020-2021. Through this grant, SSSP developed and facilitated an Indigenous-centered training for disabilities, worked with families to create one-page profiles to recognize their loved ones with disabilities as beloved community members, distributed laptops and hotspots to improve access to technology, and overall contributed to the representation of Indigenous families in advocacy spaces such as local regional centers. The organization also successfully implemented the Indigenous Community Engagement Campaign. The campaign involved creating and distributing five videos designed to uplift the local Indigenous community with culturally appropriate messages. These videos contribute to the contemporary representation of community members and promote mental health services, reduce stigma, and increase the capacity of the public mental health system in Los Angeles County. It may be a challenge to reach residents of Vernon specifically; SSSP primarily serves residents in other communities of the VCF areas. SSSP was turned down when they applied for a VCF grant in 2020 because it had only recently been incorporated. While still fairly newly incorporated, organization leaders report they have since increased their reach and resources. They have also successfully implemented activities with funding from LA County. ✔ $20,000 Given the organization received its nonprofit status in 2020, a reduced grant proposal seems appropriate. Cadonna Dory Cadonna Dory Digitally signed by Cadonna Dory Date: 2022.11.07 15:29:35 -08'00'11 02 2022 .. .. Item 14 Page 35 of 38 Grant Review Committee Transmittal Report November 16 Current Cycle: Docket II FY2022-2023 Standard Grants Total $ Amount of Grant Requests $637,000 Total Grant Budget – Current Cycle $347,800 Total # Recommended Grants 13 Average Recommended Grant Amount $26,769 Summary of Recommended Grants STANDARD GRANTS ORGANIZATION REQUESTED AMOUNT RECOMMENDED AMOUNT COMMUNITIES SERVED CA Derby Dolls $40,000 $25,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles, Vernon Cal State LA University Auxiliary Services, Inc. $50,000 $20,000 Boyle Heights,Huntington Park,Vernon Chicxs Rockerxs South East Los Angeles $60,000 $25,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles Girls on the Run of Los Angeles County $27,000 $20,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Helping Hands Society of Los Angeles $50,000 $25,000 Bell,Boyle Heights,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Human Services Association $50,000 $45,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Libros Schmibros Lending Library $50,000 $30,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles, Vernon Los Angeles Center for Law and Justice $50,000 $30,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Neighborhood Music School Association $30,000 $30,000 Boyle Heights So'oh-Shin Sister Project $30,000 $25,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Vernon Southeast Churches Service Center (SCSC) $72,000 $20,000 Bell,Commerce,Huntington Park,Maywood,Vernon Southeast Community Foundation $75,000 $25,000 Bell,Commerce,Huntington Park,Maywood,Vernon Woodcraft Rangers $30,000 $28,000 Huntington Park,Vernon TOTAL RECOMMENDED AMOUNT $348,000 FY 2022-2023 Overview Total # Applications Submitted 34 Total # Grants Recommended 13 Average Requested Grant Amount $43,500 .. .. Item 14 Page 36 of 38 Page 16 of 17 EXHIBIT B SCHEDULE Fees and Costs Full cost of the contract to Jemmott Rollins Group, Inc.: $66,000 billable monthly for 12 months at $5500 per month to fulfill the scope of work detailed in proposal. Jemmott Rollins Group, Inc. typically bills for management assistance and grantmaking support services at a rate of $350 per hour plus 15% indirect costs. Because we hold much of the institutional knowledge related to the formation and operation of the Vernon CommUNITY Fund and because the work aligns completely with our business model and operations, we are pleased to offer a reduced rate for this proposal. In addition, City of Vernon has contributed to development of our expertise and practice in this area. We believe a reduced cost is appropriate without any intent to reduce the quality-of-service delivery. .. .. Item 14 Page 37 of 38 Page 17 of 17 EXHIBIT C EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A.Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B.Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C.Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D.Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E.Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. .. .. Item 14 Page 38 of 38 3 9 4 City Council Agenda Report Meeting Date:August 15, 2023 From:Freddie Agyin, Director of Health and Environmental Control Department:Health and Environmental Control Submitted by:Veronica Petrosyan, Deputy Director of Health and Environmental Control Subject Master Affiliation Services Agreement with Wellness and Equity Alliance (WEA) for Public Health Services Recommendation A. Pursuant to Vernon Municipal Code (VMC) Sections 3.32.110 (B)(2) and (B)(3), find that it is in the best interest of the City to award a services agreement directly to WEA without a competitive process; and B. Authorize the City Administrator to execute the Master Affiliation Services Agreement with WEA, in substantially the same form as submitted, for public health services for a total amount not-to-exceed $567,000, for a one-year term. Background Public health is one of the greatest systems a government can invest in. Public Health promotes the welfare of the entire population, ensures its security and protects it from the spread of infectious disease and environmental hazards, and helps to ensure access to safe and quality care to benefit the whole population. The areas of public health responsibility include: 1. Assuring an adequate local public health infrastructure 2. Promoting healthy communities and healthy behaviors 3. Preventing the spread of communicable disease 4. Protecting against environmental health hazards 5. Preparing for and responding to emergencies, and 6. Assuring health services On October 24, 2022, the City executed a services agreement with WEA for Health Officer services and a Community Health Needs Assessment (CHNA) for a total not-to-exceed amount of $97,800. On December 20, 2022, Amendment No. 1 to the services agreement was approved by City Council to increase the total-not-to-exceed amount of the contract to $369,000 for a five- year term. The results of the CHNA identified the need to expand the capacity of the Department of Health and Environmental Control to include public health services. As part of the FY 2023-2024 budget workshops for City Council, the Department discussed potential health program options. In consideration of the information presented by Staff, City Council opted to include $573,674 for WEA Health Services in the FY 2023-2024 budget. Accordingly, during Fiscal Year 2023-2024, the City will pilot the following public health services as part of the first phase of capacity building: •Clinical service offerings directly to the Vernon community at the Vernon Wellness Center located at City Hall. .. .. Item 15 Page 1 of 28 3 9 4 •Clinical service offerings via the mobile health vans on-site at Vernon business locations. •Intervention service offerings with integrated behavioral health services. Pursuant to VMC Sections 3.32.110(B)(2) and (B)(3), the City is best served by a direct award of the contract for Public Health Services without a competitive selection process based on the work and services already contracted with WEA, including Health Officer services and the CHNA. WEA has the professional resources and technical expertise to administer clinical services. In addition, WEA has a diverse and culturally competent workforce to expand the City’s wellness education and outreach efforts to increase stakeholder engagement. Therefore, staff recommends approval of the agreement with WEA for public health services. City Council approval of the agreement is necessary as the proposed agreement exceeds $100,000 over the term of the agreement. The Master Affiliation Services Agreement has been approved as to form by the City Attorney’s Office. Fiscal Impact The fiscal impact is not-to-exceed $567,000. Sufficient funds are available in General Fund, Health Department, Health Services Account No. 011-020-200-529230 for the current fiscal year. Attachments 1. Master Affiliation Services Agreement .. .. Item 15 Page 2 of 28 1 MASTER AFFILIATION SERVICES AGREEMENT This Master Affiliation Agreement (this “Agreement”) is effective as of July 1, 2023, (the “Effective Date”) and is entered into by and between the City of Vernon, with address at 4305 S. Santa Fe Avenue, Vernon, CA 90058, a California charter City and California municipal corporation (“City”), and Wellness and Equity Alliance, with address at 250 Quail Ridge Road, Scotts Valley, CA 95066, a national alliance of population & public health limited liability organization (“WEA”). RECITALS WHEREAS, City and WEA desire to enter into an affiliation (the “Affiliation”) in accordance with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. PURPOSES AND GOVERNING PRINCIPLES OF THE AFFILIATION. 1.1 Purposes. The Parties acknowledge that the achievement of the goals of the Affiliation is dependent on (i) the recognition of commonality of the purposes and objectives of the Parties, and (ii) the coordination, cooperation and commitment of the Parties to further such Purposes in accordance with the terms set forth in this Agreement. The governing principles and protocols are designed to assist the Parties in coordinating such efforts and in allocating their respective resources as required to further the common Purposes and effect the Affiliation in accordance with the terms and conditions set forth herein and at Exhibit A (“Purpose”). 1.2 Retention of Ultimate Control. Notwithstanding any other language set forth herein, each Party shall retain ultimate control over its own management, assets, employees, finances, operations and affairs, including but not limited to the administration of personnel policies, procedures and standards of performance. Except as the City may authorize in writing, WEA and any of its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity as agents or otherwise. 1.3 Disclaimer of Partnership. Agency and Joint Venture. Nothing in this Agreement is intended, nor shall it be deemed, to create a partnership or agency relationship between, or joint venture of, WEA, City or any of their affiliates. 1.4 Independence. Except as expressly set forth herein, this Agreement shall not limit the rights of the Parties to engage in separate and independent activities, separate and apart from the Affiliation, and this Agreement shall not prevent a Party from engaging in such activities or require a Party to permit the other Party to participate in any such independent activities, each Party hereby waives, relinquishes and renounces any such right or claim of participation. 1.4.1 This Agreement is not intended to, and does not, create or impose any common law or statutory fiduciary duty of loyalty on any Party, or its affiliates or representatives. Furthermore, each of the Parties hereby waives any and all fiduciary duties of loyalty that, absent such waiver may be implied by or asserted, and in doing so, acknowledges and agrees that the duties and obligation of each Party to each other are limited only to those expressly set forth in this Agreement. The Parties acknowledge and agree that the terms and conditions set forth in this Agreement are agreed by the Parties to replace such other duties and liabilities of a Party that may otherwise be asserted. .. .. Item 15 Page 3 of 28 2 1.4.2 Except as provided in this Agreement, whenever in this Agreement a Party, including, any of its representatives serving on any committee, is permitted or required to make a decision, the Party and its Representatives shall be entitled to consider the interests of such Party or the Party that appointed such Representative and shall have no duty or obligation to consider the interest of or factors affecting the other Party. 1.5 Related Party Transactions. The Parties acknowledge and agree that any other agreements by and between the Parties in furtherance of the Affiliation as contemplated herein shall be entered into on terms that are consistent with commercially reasonable terms and fair market value standards, as determined by arm’s length negotiation between the Parties and approved by the Executive Committee. 1.6 Compliance Standards. The governance, administration, operation and performance by the Parties in the conduct of the Affiliation shall be conducted in accordance with the requirements set forth herein, including, compliance with: (i) applicable laws, rules, regulations, (ii) accreditation and ethical standards and (iii) principles relating to justice, equity, diversity and inclusion ("EDI"). 1.7 Governance and Oversight. In order to expedite the administration of the Affiliation, the authority, powers and rights of the Parties with respect to the Affiliation will be exercised by or under the authority of each Party’s authorized officials designated herein, or any such other committee and governance structure as may be mutually agreed upon from time to time in writing by the Parties. 1.8 Coordination and Cooperation. The Parties agree to coordinate and cooperate diligently with respect the administration and performance of the terms set forth in this Agreement in accordance with applicable laws, rules and regulations. Each of the Parties will participate, and cause its Representatives to participate in the governance, administration and management of the Affiliation, including, with respect to (i) participation in the administration, governance and oversight of the Affiliation, and (ii) fulfillment of the other tasks, services, roles and responsibilities required for the efficient administration of the Affiliation. The Parties will assign such duties, and make such personnel available to perform such duties, as required by the Parties to perform in accordance with the terms set forth herein. 1.9 Branding Guidelines. The Parties will coordinate and cooperate with respect to the development and use of branding guidelines relating to services, programs, and activities of the Affiliation. Except as otherwise mutually agreed upon by the Parties or as required by applicable laws, rules or regulations, the use of any co- branded items will (i) be designed to inform consumers, providers and other stakeholders of the services and resources that are being made available as part of the Affiliation, (ii) identify each of the Parties with equal prominence, and (iii) be used in accordance with the standards set forth in the co-branding guidelines, as may be authorized under the Governance Structure from time to time. 2. SERVICES. 2.1 City Services. 2.1.1 Scope. City shall provide WEA and the Affiliation with certain products, services, deliverables and any and all other components required for the performance under the statement of work set forth at Exhibit E (“Statement of Work”) and as otherwise reasonably necessary to support WEA’s performance of the WEA Services as set at Section 2.2 below (collectively, the “City Services”). 2.1.2 Legal Standards. City will provide City Services in accordance with (i) applicable laws, rules, regulations, (ii) professionally recognized standards, (iii) requirements under applicable contracts, grants and other obligations, (iv) applicable accreditation, and ethical requirements, and (v) the Purposes of the Affiliation and the other terms and conditions set forth in this Agreement. 2.1.3 Policies. In performing the City Services, City will, and will cause City’s employees, agents or representatives (collectively, “City Personnel”) to, comply in all material respects with the policies, .. .. Item 15 Page 4 of 28 3 procedures, and rules of WEA and the Affiliation, as established by the Governance Structure from time to time on a basis consistent with applicable law and industry standards. City Personnel shall be solely responsible for exercising its judgment and determining the methods and manner in which the Services are provided under this Agreement, in accordance with City’s status as an independent contractor as set forth at Section 8 below. 2.1.4 Staffing. Subject to the prior written approval of WEA and, as applicable, the Governance Structure, City may provide sufficient and qualified, trained, and experienced personnel to fulfill its obligations under this Agreement. City shall implement corrective actions, including, without limitation, those relating to additional training and education to, and/or the replacement of, City Personnel, upon WEA’s reasonable request if WEA is reasonably dissatisfied with the performance or competence of such individual and notifies City regarding such dissatisfaction in writing. 2.1.5 Communication; Reporting. City shall communicate with, and submit such reports to, WEA and as required under the Governance Structure to document the performance of City Services in accordance with the terms set forth herein. Such communications shall be provided verbally and in writing in such form as determined and approved by WEA and as required under the Governance Structure. 2.1.6 Service Provider Performance Standards. The City Services shall be provided in accordance with the qualifications, performance standards, specifications and other terms and conditions set forth at Exhibit C (“Performance Standards”). 2.1.7 City Payment. All fees, costs and expenses payable by City under this Agreement to WEA shall be expressly set forth in Exhibit F (“WEA Fees, Invoicing and Payments”). WEA shall invoice City on a monthly basis with terms of net thirty (30) days. In the event that Service Provider must pursue an action to collect past-due payments from City, City shall reimburse WEA for all costs and expenses associated with such collection action, including, but not limited to, attorneys’ fees and court costs. WEA reserves the right, at any time, to modify its billing methods. 2.1.8 Taxes. City shall be responsible for the payment of all taxes imposed on City applicable to payments made by WEA to Service Provider under this Agreement. In no event shall WEA be responsible for taxes based on City's income, revenues, gross receipts, employee payroll taxes or any taxes associated with City's franchise. 2.2 WEA Services 2.2.1 Scope. WEA shall provide City and the Affiliation those certain products, services, deliverables set forth at Exhibit B (collectively, the “WEA Services”) and any and all other components relating to the performance under the Statement of Work set forth at Exhibit D. 2.2.2 Legal Standards. WEA will provide such WEA Services in accordance with (i) applicable laws, rules, regulations, (ii) professionally recognized standards, (iii) requirements under applicable contracts, grants and other obligations, (iv) applicable accreditation, and ethical requirements, and (v) the Purposes of the Affiliation and the other terms and conditions set forth in this Agreement. 2.2.3 Polices. In performing the Services, WEA will, and will cause WEA's employees, agents or representatives (collectively, "WEA Personnel") to, comply in all material respects with the policies, procedures and rules of City and the Affiliation, as established by the Governance Structure from time to time on a basis consistent with applicable law and industry standards. WEA Personnel shall be solely responsible for exercising its judgment and determining the methods and manner in which the Services are provided under this Agreement, in accordance with WEA's status as an independent contractor as set forth at Section 8 below. 2.2.4 WEA Staffing. Subject to the prior written approval of the City, and as applicable, the Governance Structure, WEA may provide sufficient and qualified, trained and experienced personnel to fulfill its obligations under this Agreement. WEA shall implement corrective actions, including, without limitation, those .. .. Item 15 Page 5 of 28 4 relating to additional training and education to, and/or the replacement of, WEA, upon City’s reasonable request if Strategic Partner is reasonably dissatisfied with the performance or competence of such individual and notifies WEA regarding such dissatisfaction in writing. 2.2.5 WEA Communication. Reporting. WEA shall communicate with, and submit such reports to City and as required under the Governance Structure to document the performance of WEA Services in accordance with the terms set forth herein. Such communications shall be provided verbally and in writing in such form as determined and approved by WEA and as required under the Governance Structure. 2.2.6 WEA Performance Standards. The WEA Services shall be provided in accordance with the qualifications, performance standards, specifications, and other terms and conditions set forth at Exhibit C (“Performance Standards”) and Exhibit E (“Strategic WEA Performance Standards”) which comprises WEA’s Staffing Model for Clinical Services and Outreach. 2.2.7 WEA Fees, Invoicing and Payment. All fees, costs and expenses payable under this Agreement to WEA shall be expressly set forth in each Exhibit G, as shall be amended and/or expanded from time to time to include new programs and services as mutually agreed upon in writing by the Parties. WEA shall invoice City according to the terms set forth in the Statement of Work and City shall pay all invoiced amounts within thirty (30) calendar days of City’s receipt of the invoice. In the event that WEA must pursue an action to collect past-due payments from City, City shall reimburse WEA for all costs and expenses associated with such collection action, including, but not limited to, attorneys’ fees and court costs. WEA reserves the right, at any time, to modify its billing methods. 2.2.8 Taxes. WEA shall be responsible for the payment of all taxes imposed on WEA applicable to payments made by City to WEA under this Agreement. In no event shall City be responsible for taxes based on WEA's income, revenues, gross receipts, employee payroll taxes or any taxes associated with WEA as an organization. 3. REPRESENTATION AND WARRANTIES Each Party represents to the other Party as of the Effective Date and at all times during the Term of this Agreement as follows: 3.1 Organization and Good Standing. Each Party is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified. Each Party has the organizational power and authority to own, operate or hold under lease its properties and assets and to carry on its business and operations as presently conducted. 3.2 Authority. Each Party has the full organizational power and authority to enter into, and to perform its obligations under this Agreement and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Party and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby have been duly and properly authorized by proper organizational action in accordance with Applicable Law and its organizational documents. This Agreement constitutes (and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby will constitute) the lawful, valid and legally binding obligation of such Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws of general application affecting the enforcement of creditors’ rights and by general equitable principles. .. .. Item 15 Page 6 of 28 5 3.3 No Conflict. The execution, delivery, and performance of this Agreement and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby will not violate or conflict with any provision of, constitute a default or breach of such Party’s organizational documents, Applicable Law, or any contract, lease, agreement, indenture, mortgage, pledge, sublease, option, assignment, permit, license, approval or other commitment or any writ, order, injunction, judgment, decree, ruling, assessment or arbitration award of any governmental authority to which such Party is a party or is subject to or by which such Party is bound. No approval, authorization, registration, notice, consent, order or other action of or filing with any governmental authority or third party is required for the execution and delivery by such Party of this Agreement or any other agreement to be entered into by such Party in connection with the transactions contemplated hereby or the consummation by such Party of the transactions contemplated or required hereby or thereby. 3.4 Compliance with Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect, such Party has complied and is currently in compliance with, and have made and are making all filings required pursuant to, all applicable laws, rules and regulations, and are currently in compliance with all orders and any governmental authority requirements in connection with the conduct of the business and operations of each Party. Such Party is not a party to, and does not have reporting obligations pursuant to, any settlement agreement entered into with any governmental authority. 3.5 Non-Exclusion. Neither such Party nor any of its affiliates has been or, to its knowledge, is subject to pending action for exclusion or suspension from participation in any federal or state government programs or debarred from contracting with the federal or any state government; and, to such Party’s Knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion or debarment. 3.6 Legal Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect, there is no litigation, proceeding, claim or governmental investigation pending or, to the knowledge of such Party, threatened against such Party. 4. TERM AND TERMINATION 4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue thereafter for a period of one (1) year, unless sooner terminated as set forth herein (the “Initial Term”). Thereafter, the parties may, upon mutual agreement, renew for an additional period of five (5) years (the “Renewal Term,” and together with the Initial Term, the “Term” of the Agreement). A total of five (5) contractual years is the potential duration of renewal time currently approved, upon mutual agreement. Either party may provide prior written notice of its intention not to renew this Agreement at least 90 days prior to the expiration of the Initial Term. The termination of any Statement of Work shall not serve to automatically terminate this Agreement; provided, however, that termination of this Agreement shall serve to automatically terminate any Statement(s) of Work then in effect hereunder. 4.2 Termination for Cause. Either party may terminate this Agreement for cause by written notice to the other party upon the material breach by the other party that remains uncured thirty (30) days after the non- terminating party provides written notice thereof; and such event continues for thirty (30) days after the other party provides written notice thereof. 4.3 Termination without Cause. Either party may terminate this Agreement at any time, without cause and without penalty, in whole or in part, by providing not less than thirty (30) days’ prior written notice to the other party. In the event of WEA’s termination pursuant to this Section 3.3, Service Provider shall be compensated for any Services provided prior to the date of such termination. 4.4 Effect of Termination; Survival. If this Agreement expires or is terminated by either party, Service Provider will return to WEA any Confidential Information (as defined in Section 5.1). The expiration or termination of this Agreement for any reason will not release either party from obligations set forth in this Agreement that will survive or continue beyond any such expiration or termination, relating to Section 4 (Invoicing .. .. Item 15 Page 7 of 28 6 and Payment), Section 5 (Confidentiality and Security), Section 6 (Insurance) (to the extent provided therein), Section 7 (Indemnification), and Section 8 (Miscellaneous). 5. CONFIDENTIALITY AND SECURITY 5.1 General Non-Disclosure Obligation. In connection with the performance of Services, the Parties will have access to Confidential Information (as that term is defined below) of the other Party. Each Party agrees to keep any Confidential Information disclosed by, or on behalf of, the other Party in strict confidence, and further agrees not to disclose such Confidential Information to any third parties, except as may be specifically permitted by this Agreement. As used in this Agreement, the term “Confidential Information” shall mean, with respect to a party hereto, all information or material which (i) gives that party some competitive business advantage or the opportunity for obtaining such advantage or the disclosure of which could be detrimental to the interests of that party; or (ii) is (a) marked “Confidential,” “Restricted,” or “Proprietary” or with some other, similar, marking; (b) known by the parties to be considered confidential or proprietary information that is unique to the Party; or (c) from all the relevant circumstances, should reasonably be assumed to be confidential or proprietary. Confidential Information includes but is not necessarily limited to financial data and business strategies and other proprietary information. Notwithstanding the foregoing, no information constitutes Confidential Information if such information (a) is or becomes publicly known or in the public domain through no breach of an ongoing confidentiality obligation or other unlawful act; (b) was in the recipient’s possession prior to the date of receipt from the disclosing party, lawfully obtained from a source other than the disclosing party (or its subsidiaries, affiliates or joint ventures) and not subject to any obligation of confidentiality, and the recipient is able to adequately substantiate such prior knowledge; or (c) is disclosed as required by any law or court order in accordance with the provisions of Section 5.2 hereof. 5.2 Permitted Third Party Disclosures. A Party may disclose the Confidential Information of the other Party only to the extent that such disclosure is required by law, regulation or other lawful order or process, and prior to any such disclosure, the Party required to disclose such Confidential Information notifies the other Company of the disclosure requirement to provide the City with an opportunity to take reasonable action as may be deemed advisable by WEA oppose or limit any such disclosure. 5.3 Ownership and Limited Use. 5.3.1 Ownership. The Affiliation shall not provide rights of a Party to any rights in Confidential Information or other Intellectual property rights of the other Party. Any materials, productions, information, intellectual property or other items or rights resulting from a Party’s performance under this Agreement shall be owned by, and for the express benefit of such Party. 5.3.2 Limited Use. Each Party may access and use Service Provider’s Confidential Information only as reasonably required to the Affiliation and for no other use. 5.4 Equitable Relief. Each Party acknowledges that any unauthorized disclosure or use of Confidential Information to which it obtains access by virtue of this Agreement, or any other breach of this Section 5 (Confidentiality and Security), would cause the other party immediate and irreparable harm for which monetary damages would not be adequate compensation. Accordingly, each Party acknowledges and agrees that in the event of such a breach, or threatened breach, of any provision of this Section 5 (Confidentiality and Security) shall be entitled to equitable relief, including a restraining order, preliminary and permanent injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which such Party may be entitled at law or in equity, all without the requirement of posting bond or proving the inadequacy of monetary damages. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity. 5.5 Duration of Obligations; Return or Destruction. The restrictions on use and disclosure of Confidential Information set forth in this Section 5 (Confidentiality and Security) shall remain in full force and .. .. Item 15 Page 8 of 28 7 effect during the Term of this Agreement and for five (5) years following any expiration or termination hereof; provided, however, that notwithstanding anything else to the contrary, all information that constitutes a “trade secret” under applicable law shall remain subject to these restrictions in perpetuity and shall not expire. Except as otherwise authorized herein, upon the termination or expiration of this Agreement, or upon request by a Party, the other Party shall deliver over to the Party (or, if specifically requested or authorized by such Party, destroy) (a) all Confidential Information of the Parties embodied in tangible form, and (b) all copies of documents, data, software, programs, listings and other things, including without limitation all recordings on magnetic, optical or other media, that comprise, contain or embody any Confidential Information, and shall not take or retain any copies thereof. 5.6 Access to PHI. As of the Effective Date, the Services anticipated to be provided under this Agreement may require City to (a) access or receive “Protected Health Information” or “PHI” (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder (“HIPAA”). If the Services in any Statement(s) of Work may require City to access, receive or use PHI, the parties agree to enter into a commercially reasonable a Business Associate Agreement (“BAA”) in substantially the form attached hereto as Exhibit G. If the need for such access, receipt or use is identified with respect to an existing Statement of Work, and the parties are unable to promptly agree upon the terms of a BAA, either party shall have the right to terminate the applicable Statement of Work pursuant to Section 4.3 (Termination without Cause) above. 6. INSURANCE. During this Agreement, each Party shall carry and maintain, at its sole cost and expense, insurance or equivalent self-insurance as is reasonably required by the Party and necessary and customary to the operation of the Party and its businesses, in commercially reasonable amounts and in accordance with all applicable state and federal laws and regulations. WEA shall provide City policies of insurance types in the amount set forth below for the duration of the Agreement and provide City certificates evidencing such coverage, and must be in a form approved by the City. In addition, the insurance policies required shall be issued by insurance companies licensed to do business in the state with an A.M. Best rating of at least A-VIII. 1. General Liability coverage with limits of not less than $2,000,000 per occurrence and $4,000,000 aggregate. 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 insured under WEA’s insurance policy; it shall be primary and non-contributory without seeking contribution from the City’s insurance or self-insurance. 2. Automobile Liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. WEA agrees to subrogate automobile liability resulting from performance under this Agreement. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insured under WEA’s insurance policy; it shall be primary and non-contributory without seeking contribution from the City’s insurance or self-insurance. 3. Professional Errors and Omissions coverage with limits of not less than $5,000,000 where such risk is applicable. WEA shall maintain such coverage for at least five years after the termination of this Agreement. 4. Workers’ Compensation coverage with limits of not less than $1,000,000 per occurrence. The policy shall be endorsed to waive all rights of subrogation against the City, its directors, commissioners, officers, employees, and volunteers for losses arising from the performance of this Agreement. 5. Excess Liability coverage – Any umbrella or excess insurance coverage shall contain or be endorsed to include a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of the City before the City’s insurance or self-insurance shall be called upon. If the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance. .. .. Item 15 Page 9 of 28 8 7. INDEMNIFICATION; LIMITATION OF LIABILITY. 7.1 Indemnification. Each Party (“Indemnifying Party”) shall, at its own expense, defend, indemnify and hold harmless the other party, the and its affiliates, and its and their respective owners, directors, managers, officers, employees, agents, representatives, successors-in-interest and assignees (collectively, the “Indemnified Parties”) from and against any and all third party claims, demands, suits, actions or proceedings, arising from or relating to (a) the Indemnifying Party’s breach of this Agreement, or (b) negligence, gross negligence, fraud, or intentional misconduct (collectively, “Claims”) or (c) a party’s violation of applicable laws, rules or regulations. Subject to the limitations set forth herein, Indemnifying Party shall pay all liabilities, obligations, losses, fees, penalties, fines and any other expenses arising from the Claim as such amounts are finally determined, of the Indemnified Parties, including without limitation, reasonable attorneys’ fees or costs and attorneys’ fees or costs incurred in enforcing any obligations under this Section. In connection with any Claim for which an Indemnified Party is seeking indemnification, the Indemnified Party: (i) shall give Indemnifying Party prompt written notice of the Claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure; (ii) shall cooperate with Indemnifying Party, at Indemnifying Party’s sole cost and expense, in connection with the defense and settlement of the Claim; and (iii) shall permit Indemnifying Party to control the defense and settlement of the Claim; provided, however, that Indemnifying Party may not settle the Claim without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed) in the event such settlement materially adversely impacts an Indemnified Party’s rights or obligations. 7.2 Limitation on Indirect Damages. EXCEPT IN REGARD TO DAMAGES ARISING OUT OF FRAUD, OR GROSSLY NEGLIGENT ACTS, NEITHER OF THE PARTIES WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO EITHER PARTY. 7.3 Limitation on Damages. NOTWITHSTANDING ANY OTHER LANGUAGE SET FORTH HEREIN, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Service Provider, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OR OTHER PERSONS SUBJECT TO INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY COMPANY TO Service Provider IN THE TWELVE (12) MONTHS THAT PRECEDED THE EVENT GIVING RISE TO SUCH LIABILITY, EXCLUDING ANY APPLICABLE INSURANCE COVERAGE PAYMENTS. 8. MISCELLANEOUS 8.1 Government Verification of Costs. Until the expiration of six (6) years after the furnishing of any Service pursuant to this Agreement, each Party will make available, upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives, copies of this Agreement and any books, documents, records, and other data of the Party that are necessary to certify the nature and extent of costs incurred by the Party for such services. If a Party carries out any of its duties under this Agreement through a subcontract with a related organization involving a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, such Party will cause such subcontract to contain a clause to the effect that, until the expiration of six (6) years after the furnishing of any service pursuant to .. .. Item 15 Page 10 of 28 9 said contract, the related organization will make available, upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives, copies of records of the related organization that are necessary to certify the nature and extent of costs incurred for such services. This provision shall also apply to any contract between a subcontractor and an organization related to the subcontractor by control or common ownership. 8.2 Independent Contractor. Each Party acknowledges that it is at all times acting as an independent contractor under this Agreement and not as an agent, employee, or partner of the other Party. No Party has authority to enter into any contract or incur any obligation on behalf or in the name of the other Party. Each Party is solely responsible for, and shall indemnify the other Party with respect to, all matters relating to compensation of, and benefits for, its employees, including but not limited to compliance with laws governing workers’ compensation, Social Security, withholding and payment of any and all federal, state and local personal income taxes, disability insurance, unemployment, and any other taxes for such persons, including any related employer assessment or contributions required by law. 8.3 Third Party Beneficiaries. No third party shall be deemed to be a third-party beneficiary of this Agreement. 8.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party shall assign or delegate this Agreement or any part thereof, whether voluntarily or by operation of law, without the prior written consent of WEA. 8.5 Notices. Notices, requests, consents, approvals, agreements, authorizations, acknowledgments, waivers and other communications required or permitted under this Agreement will be in writing and deemed duly given if receipt is acknowledged by the recipient, or if delivered by courier or certified or registered mail or email (in the case of email, with acknowledgment of receipt by the addressee (other than an automatically-generated receipt) to the address specified below. Either party may change its address for notification purposes by giving the other Party prior written notice of the new address and the date upon which it will become effective. If to City: Address: 4305 Santa Fe Ave, Vernon, CA 90058 Email: Freddie Agyin; fagyin@cityofvernon.org If to Service Provider: Address: 250 Quail Ridge Road, Scotts Valley, CA 95066 Email: Nancy Anwar Evans; nancy@wellnessequityalliance.com 8.6 Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). 8.7 Entire Agreement; Modifications. This Agreement, including without limitation any Exhibit attached hereto, contains and constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other prior and contemporary agreements, understandings, and commitments between the parties with respect to the subject matter of this Agreement. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and manually signed by City and WEA. 8.8 Interpretation of Agreement; Severability. This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party by virtue of that party being considered the drafter of this Agreement. In the event of any conflict or inconsistency in the interpretation of this Agreement, such conflict or inconsistency shall be resolved by giving precedence first to the main body of this Agreement, and second to the Exhibits. All personal pronouns used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The section headings contained .. .. Item 15 Page 11 of 28 10 herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable Laws without invalidating the remaining provisions hereof. 8.9 Waiver. All waivers under this Agreement shall be in writing in order to be effective. No waiver by a party of any breach of this Agreement or waiver of any warranty, representation, or other provision hereunder shall be deemed to be a waiver of any other breach, warranty, representation, or provision (whether preceding or succeeding, and whether or not of the same or similar nature), and no acceptance of performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation, warranty, or other provision, whether or not the party accepting performance knows of such breach at the time of acceptance. The failure or delay by a party to exercise any right it may have by reason of the default of the other party shall not operate as a waiver of the default or modification of this Agreement and shall not prevent such party from exercising any right it may have under this Agreement. 8.10 Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile transmission, by electronic mail in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, each of which shall be deemed an original, and will become effective and binding upon the parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Agreement. [Signature Page Attached] .. .. Item 15 Page 12 of 28 11 IN WITNESS WHEREOF, the parties have executed this Agreement to become effective as of the Effective Date. WEA CITY ______________________________________ Signature ______________________________________ Signature ______________________________________ Printed Name Carlos R. Fandino, Jr. ___________________ Printed Name ______________________________________ Title City Administrator___________________________ Title ______________________________________ Date ______________________________________ Date ATTEST _________________________ Lisa Pope, City Clerk APPROVED AS TO FORM: __________________________ Zaynah N. Moussa, City Attorney .. .. Item 15 Page 13 of 28 12 EXHIBIT A: PURPOSE OF AFFILIATION Wellness & Equity Alliance (WEA) is a novel national public health organization and multidisciplinary team of physicians, health professionals, and organizational experts with expertise in infectious disease, public health, emergency medicine, primary care, cardiology, pediatrics, psychiatry, community health work (CHW), nursing and advanced practice pharmacy. WEA’s core mission is to address healthcare disparities largely driven by the social determinants of health (SDoH). Through strategic affiliations with public health agencies, and other local and state government agencies, WEA can provide comprehensive public health extension services tailored to minimize access barriers for historically vulnerable communities. As of August 2023, WEA will represent the City of Vernon and the public health officer through public health, population health management, health education, community outreach, marketing/communications, and medical services to the City of Vernon residence and business affiliates. The statement of work outlined reflects the first phase of our multi-phased approach for clinical and public health services. .. .. Item 15 Page 14 of 28 13 EXHIBIT B: WEA SERVICES In WEA’s first phase 1 of service during FY 2023-2024, our core services offerings in the affiliation between the City of Vernon and WEA will consist of the following services: ● A public health department (led by a public health officer) with nursing, epidemiologists and other controllers who can track issues within the city and throughout the state to ensure the city is prepared at all times (especially during public health emergencies). ● Clinical services (including primary care, mental health, substance use disorder management, and urgent care) conveniently to businesses and points of residents, which will improve the health and productivity of workforces and resident communities. WEA’s Core Public Health Services will include the following: ● Population-based communicable disease surveillance and management ● Surveillance and management of illicit substance use ● Surveillance and management of environmental health issues 2 ● Liaison between California Department of Public Health and City from a public health perspective ● Liaison between Los Angeles County Department of Public Health and City from a public health perspective WEA’s Community Health Services will include the below during our first phase implementation. ● Screening and management of chronic health concerns ● Screenings for communicable diseases ○ Covid-19 testing ○ influenza testing ○ Streptococcal A pharyngitis ○ Sexually Transmitted Infections (STIs) (e.g., Chlamydia, Gonorrhea, Syphilis) ● General lab services ● Mild injury care ● Acute illness1 ● Immunizations ○ Influenza ○ COVID-19 ○ Tdap ○ Pneumonia ● Industry specific vaccines2 ● Mental health screening and management ● Substance use disorder (SUD) screening and management ● Community health promotion and patient education 1 Note that the services of the first phase may increase or decrease depending on ongoing needs and City approval as required. 2 in collaboration with the City’s environmental control division .. .. Item 15 Page 15 of 28 14 In addition, WEA will provide the following non-clinical services: ● marketing/communication ● community outreach ● health-care services and public health grant research/submission and management In support of WEA providing the above services to the City of Vernon residence and those who migrate through the city on a daily basis, the City of Vernon has committed to providing clinic space, mobile health unit(s), pop up clinic non-medical equipment, and marketing/communications materials for co-branding materials and outreach. 1 Limited scope to begin with 2 pending needs assessment discovery .. .. Item 15 Page 16 of 28 15 EXHIBIT C: PERFORMANCE STANDARDS Performance standards will be upheld by City of Vernon and WEA to demonstrate our shared strategic goals with transparency to officials, executives and board members while providing an ongoing oversight and mechanisms to monitor progress toward these goals through simple and intuitive performance measures. City of Vernon has identified Freddie Agyin, Director of Health & Environmental Control Department as WEA’s direct leadership point of contact in the Affiliation. Dr. Tyler Evans, WEA Co-Founder and CEO who also serves as City of Vernon’s Public Health Officer will serve as the direct leadership point of contact for WEA. City of Vernon and WEA will adhere to the following performance management standards: ● Strategic level refers to goals on the organizational and city level. Strategic standards will align with the Affiliation’s vision, objectives, and values. ● Operational level of performance management emphasizes how services and activities work to achieve the Affiliation’s goals. Employers from each organization may create performance standards which apply to the company's anticipated delivery of services. ● Individual level focuses on the individual employee to ensure that all employees are performing their tasks well. Individual standards evaluate employees' work and seek to improve the quality of their performances. WEA will submit monthly performance reports to the City of Vernon, along with monthly invoicing. Invoicing and payment turnaround times will follow the above contractual agreement. Joint operations meetings will occur between the City of Vernon and WEA. Should additional supporting documentation or requests occur as an action item of the joint operations meetings, each party will be responsible to identify the length of time needed to remediate need, identification of action item owner, and number of staff to support the request. WEA will conduct internal oversight and audits of services and processes implemented. Staff will be evaluated on process adherence, along with response time, and patient/community satisfaction. City of Vernon will also monitor the Affiliation, provide staff when or if needed for WEA events/joint opportunities, and coordinate in response with WEA should any community appeal or grievances be received. .. .. Item 15 Page 17 of 28 16 EXHIBIT D: STATEMENT OF WORK This statement of work is entered into between WEA and City of Vernon to initiate front line services as of FY 2023-2024. In the first phase, the City of Vernon will fund WEA’s service delivery start-up costs for community health services and coverage of core public health services for the FY 2023-2024. The City of Vernon has the right to protect its businesses and residents and own the process in which it chooses to do so. Creating a robust public and community health infrastructure ensures that a municipality is strong and resilient enough to withstand any stress on the system. In addition, the city, in collaboration with WEA, will be providing clinical services to residents, businesses, and people who may be at risk or experiencing homelessness. As the City’s daytime population includes over 50,000 workers employed by various business entities on a daily basis, we acknowledge that many of these people are not able to access health care services (e.g., primary care, preventive care, and essential behavioral/mental health services) during standard office hours, as they are busy working. Consequently, many people are without optimal health care or care at all. This leads to a sicker workforce more prone to stress on the system. A public health emergency (like COVID-19) tears at those points of stress, and the entire population remains at risk. This causes individual pain and suffering as well as a significant impact on the productivity of the workforce. By bringing health-care to businesses, schools and residences, we will ensure the convenience of community and public health services are always accessible, thereby leading to a safer, educated, stronger, and more empowered community. It is WEA’s mission to grow public and community health in a new, approachable and easily accessible way that addresses health equity and aligns with city’s goals such as Vernon. Through this growth phase, WEA strongly believes that the City of Vernon can become an important showcase for other cities across the country on how to support populations and their health in the right way. By building out the health department to include a robust team of professionals dedicated to serving the various communities in Vernon, we can build a healthier population and gain greater trust and support from them. The WEA model for core public health services aims to create the areas of focus a health department needs. Playing a crucial role in preventing and controlling the spread of diseases and injuries, promoting healthy behaviors and lifestyles, and providing access to healthcare services are all crucial elements WEA recognizes as building a robust health department. ● Community Health Services with Integrated Behavioral Health Services at the Hub “Health Bungalows” ○ Timeline: FY 2024 ○ Operational Days: 4 operating days per calendar week. ○ Purpose: Clinical services to be run out of these offices and will serve as the home base for operations throughout the city. ○ Daily max community member count: Serve up to twenty-four (24) patients per day. ○ Requirements (to be provided by the City): ■ WEA staff will require access to one bungalow at this time for clinical services ■ WEA staff will require the capacity to use a secondary bungalow for storage and cold chain assets, when appropriate. ○ Deliverable: Service Provider will offer clinical services from the hub and plans to use the mobile units on alternative days for clinical service offerings out in the community. ● Community Health Services and Outreach at Spokes- Mobile Units ○ Timeline: FY 2024 ○ Operational Days: alternating days with hub model above. ○ Purpose: Clinical services to be run out of the mobile units to serve and support each person where they are at throughout the city. ○ Requirement: Two (2) city-provided mobile units (sprinter vans) for a combination of clinical services and outreach. .. .. Item 15 Page 18 of 28 17 ■ Van #1: Staffed for clinical services. This includes community health services as described above, and integrated mental and behavioral health services. ● Community Health Services and Integrated Behavioral Health Services Unit: (Van #1). Optional to run up to 2 days per week. ○ Daily max community member count: Serve up to twenty (20) patients per day. ○ Deliverable: Integrated community health and behavioral health services included. ■ Van #2: Staffed for community health outreach and/or clinical services. Community Health Outreach Unit: (Van #2). Optional to run up to five (5) days per week, four (4) hours per day. ● Daily max community member count: Serve up to ten (10) patients per day. ● Deliverable: Used to conduct outreach to local businesses and communities promoting the services offered by WEA and The City of Vernon, health promotion and education, and relationship building. .. .. Item 15 Page 19 of 28 18 EXHIBIT E: WEA STRATEGIC STAFFING MODELS WEA performance standards relate to the staffing models which will be utilized through the City of Vernon service delivery model. WEA’s Core Public Health Services include the following roles, responsibilities, and full- time employee (FTE) count: Roles Responsibilities FTE Health Officer Role already under contract and accounted for financially. x Public Health Nurse (RN) Responsible for helping to manage and oversee much of the public health program. Interfacing with the City of Vernon, public health officer, and clinical teams. 0.5 Epidemiology Studies the patterns and causes of disease and injuries within the population and works to prevent the spread of disease through surveillance, investigation, and the development of strategy to control and manage outbreaks. 0.1 Communicable Disease/STI Controller Responsible for preventing, managing, and controlling the spread of communicable disease and sexually transmitted infections within the community. Implementing prevention programs, identifying and tracking cases, conducting outreach to at-risk populations and providing treatment and education. 0.4 HIV + TB Controller Role and cost covered by Health Officer salary X Public Health Administrative Assistant Clerical work including- document handling, patient communications and appointment setting, state/county required reporting and data organization. 0.5 WEA’s staffing model for Clinical Services and Outreach with the Community Health and Behavioral Health Services Hub or Spoke includes the following roles, responsibilities, and full-time employee (FTE) counts. Roles Responsibilities FTE Operations Site Lead Oversees the daily operations and manages site logistics. 1.0 Advanced Practice Provider (PA/NP) Healthcare provider conducting patient care visits for primary care related issues. 1.0 Clinical Nurse Manager Lead RN who is overseeing clinical staff, setting work schedules, managing patient relations and staff. 1.0 Medical Assistant Administrative and clinical task providing support to provider and other staff. 0.5 .. .. Item 15 Page 20 of 28 19 Medical Director Overseeing physician in charge of all medical approvals and reviews. 0.2 Clinical Educator Lead educator responsible for initiating and maintaining clinical staff training and compliance with education and best practices. 0.1 Program Manager Oversees project as a whole and is the main liaison between the city and WEA. 0.5 Health | Front Office Admin Checking in and out of patients, managing appointments and schedules, responsible for filling correct data and documentation. 0.5 Insurance Enrollment Coordinator Responsible for helping individuals enroll in various types of insurance programs and plans. 0.5 Referral Coordinator Responsible for managing referrals for medical services outside of WEA scope. 0.5 Psychiatry Medical Director Overseeing psychiatric physician in charge of all medical approvals and reviews in relation to behavioral and mental health. 0.1 Behavioral Health Therapist (LCSW/LMFT) Healthcare provider conducting patient care visits for behavioral health and mental health services. 0.5 LCSW Oversight Oversee the behavioral health therapist (LCSW/LMFT). 0.1 Community Health Worker (Outreach) Conducts outreach to community and education on services available as well as pertinent health information dissemination. 1.5 Outreach Lead Oversees CHW outreach efforts and coordinates events and planning with the team. 0.4 Public Information Officer (PIO) Responsible for extension of WEA’s marketing/communications team to adapt public health strategies tailored to Vernon’s population (especially businesses) in order to optimize uptake and engagement of services and communicate public health risk during times of need. 0.1 Marketing Director Develops an overall strategic plan to promote services and executes on approved promotional campaigns. 0.2 Community Pharmacist Ensuring that WEA’s formulary is stocked and providing quality compliance and consultations for medical providers. 0.1 Sexual Health Clinical Operations Consults on sexual health clinical operations and helps implement clinical services. 0.2 Lab Consultant Consults on all lab testing requirements and compliance pieces as well as advises on testing protocols, processes, and procedures. 0.1 .. .. Item 15 Page 21 of 28 20 WEA will begin with the core staff required and reassess FTE needs based on services rendered and community interest. Any requested increase in WEA staffing must be approved in writing by the City. EXHIBIT F: FEES, INVOICING AND PAYMENTS As compensation for Services and Deliverables provided hereunder, the City of Vernon will compensate WEA in the amount of $567,000 for FY 2024 for the positions listed above in this engagement. The City of Vernon shall pay WEA for August 1, 2023 through July 31, 2024, per the following schedule, thirty three percent (33% or $187,110) of total amount upon contract execution, followed by remaining monthly payments from September 1, 2023 through July 1, 2024 in the amount of $34,535.46. WEA will strive to complete this engagement at the fees estimated above. However, if WEA encounters unforeseen complexities that warrant possible additional fees, WEA will communicate with City and identify any requested additional fees prior to invoicing City for fees beyond the above estimates. WEA’s grand total compensation for the term of this Agreement shall not exceed $567,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement. This amount is inclusive of all costs, including travel. .. .. Item 15 Page 22 of 28 21 EXHIBIT G: HIPAA BUSINESS ASSOCIATE AGREEMENT THIS HIPAA BUSINESS ASSOCIATE AGREEMENT (this “Agreement”) is effective July 1, 2023 (the “Effective Date”), by and between the City of Vernon, a California charter City and California municipal corporation (“Business Associate”) and Wellness and Equity Alliance, a national alliance of population & public health limited liability organization on behalf of itself and its affiliates, if any (individually and collectively, the “Covered Entity”). A. Business Associate performs functions or activities on behalf of Covered Entity involving the use and/or disclosure of protected health information, including electronic protected health information (“PHI”) that Business Associate accesses, creates, receives, maintains or transmits on behalf of Covered Entity. B. Covered Entity and Business Associate acknowledge their respective obligations to protect the privacy and provide for the security of PHI in compliance with the Health Insurance Portability and Accountability Act of 1996, and regulations promulgated thereunder by the U.S. Department of Health and Human Services (“HHS”), including the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E (the “Privacy Rule”), the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and C (the “Security Rule”), and the Notification of Breach of Unsecured Protected Health Information requirements at 45 C.F.R. Part 164, Subpart D (“Breach Notification Rule”), and as amended from time to time, and the privacy provisions set forth in the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (collectively “HIPAA”). For purposes of compliance with HIPAA, the parties agree to the terms and conditions set forth in this Agreement. 1. Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms are defined under HIPAA, as applicable. 2. Compliance with Applicable Law. To the extent applicable, each party shall comply with its obligations under this Agreement and with all related obligations under HIPAA and other applicable state and federal laws and regulations, as they exist at the time this Agreement is executed and as they are amended or superseded, for so long as this Agreement is in place. 3. Uses and Disclosures of PHI. Business Associates may use and disclose PHI as necessary and appropriate to carry out the purposes specified in this Agreement, as reasonably necessary to provide the services contemplated by a services agreement between the parties (if applicable, “Master Agreement”) and as required by law, and shall not otherwise use or disclose PHI. Business Associate shall not, and shall ensure that its directors, officers, employees, subcontractors and agents do not: (i) use or disclose PHI in any manner that is not permitted or required by the Master Agreement or this Agreement, or required by law; and (ii) use or disclose such information in a manner that would violate HIPAA if done by Covered Entity. All requests, uses and disclosures of and requests by Business Associate for PHI be limited to the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure as specified in 45 C.F.R. § 164.514(d), as applicable. .. .. Item 15 Page 23 of 28 22 4. Required Safeguards to Protect PHI. Business Associate agrees that it will implement appropriate safeguards to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of the Master Agreement or this Agreement. To the extent that Business Associate accesses, creates, receives, maintains or transmits Electronic PHI (“ePHI”) in performance of its duties on behalf of Covered Entity, Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the ePHI, as required by HIPAA. Business associates shall encrypt all EPHI consistent with industry standards for encryption, which shall include, at a minimum, compliance with National Institute for Standards and Technology (“NIST”) Special Publication 800-175B. Further, Business Associate shall not, directly or indirectly, delegate or subcontract any of its duties or obligations under this Agreement or disclose or transmit PHI to any person or entity outside the United States of America (including but not limited to so-called “offshoring”). In addition, Business Associate shall not, directly or indirectly, store or cause to be stored, EPHI or Unsecured PHI with any third party (including but not limited to so-called “cloud computing”). 5. Reporting to Covered Entity. Business Associate shall report to Covered Entity the details regarding the circumstances resulting in any use or disclosure of PHI not permitted or required by the Master Agreement, this Agreement or required by any state or federal law, including Breaches of unsecured PHI in accordance with the breach notification rule at 45 C.F.R. § 164.410, and any Security Incident within three (3) days of becoming aware of such use, disclosure or Security Incident. If not all of the information is available within such three (3) day period, Business Associate will provide the information that is available and continue diligent investigation and provide supplemental information as soon as reasonably practical and in no event later than twenty (20) days after becoming aware of the improper use, disclosure Breach or Security Incident. Business Associate shall cooperate with Covered Entity’s investigation, analysis, notification and mitigation activities, and shall be responsible for all costs, damages, fees, penalties and related mitigation efforts for those activities. This Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in the circumvention or defeat of any security control or in unauthorized access, use or disclosure of PHI. 6. Mitigation of Harmful Effects. Business Associate agrees to mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Business Associate or its agents and subcontractors in violation of the requirements of HIPAA or this Agreement, including, but not limited to, compliance with any state law or contractual data breach requirements. 7. Agreements by Third Parties. Business Associate shall enter into an agreement with any agent or subcontractor of Business Associate that will access, create, receive, maintain or transmit PHI in connection with the services Business Associate provides to or on behalf of Covered Entity. Pursuant to such agreement, the agent or subcontractor shall agree to be bound by the same restrictions, terms, and conditions that apply to Business Associate with respect to such PHI, including, without limitation, the breach notification requirements set forth in 45 C.F.R. § 164.410. Business Associate agrees that it is responsible for the acts and omissions of its agents and subcontractors as if they were Business Associate's own acts and omissions. 8. Access to Information. Within five (5) days of a request by Covered Entity for access to PHI about an individual contained in a Designated Record Set, Business Associate shall make available to Covered Entity such PHI (for so long as such information is maintained by Business Associate in the Designated Record Set), as required by 45 C.F.R. § 164.524. In the event any individual requests access to PHI directly from .. .. Item 15 Page 24 of 28 23 Business Associate, the Business Associate shall, within two (2) days, forward such request to Covered Entity. 9. Availability of PHI for Amendment. Within ten (10) days of receipt of a request from Covered Entity for amendment of an individual’s PHI or a record regarding an individual contained in a Designated Record Set (for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide such information to Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. § 164.526. In the event an individual makes a request for an amendment to PHI directly to Business Associate, such request shall be forwarded to Covered Entity within two (2) days. 10. Documentation of Disclosures; Accounting. Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual’s request for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. At a minimum, Business Associate shall provide Covered Entity with the following information within ten (10) days of request by Covered Entity: (i) the date of the disclosure; (ii) the name of the entity or person who received the PHI, and if known, the address of such entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure. Covered Entity shall provide the accounting to individuals as required by 45 C.F.R. § 164.528. In the event the request for an accounting is delivered directly to Business Associate, such request shall be forwarded to the Covered Entity within two (2) days. 11. Management, Administration and Legal Responsibilities. To the extent permitted by the Master Agreement, this Agreement or any other arrangement with Covered Entity, Business Associate may use or disclose PHI received in its capacity as a Business Associate for the proper management and administration of the Business Associate, or as necessary to carry out the legal responsibilities of Business Associate if such use or disclosure is required by law, or Business Associate obtains, prior to making any such disclosure, reasonable assurances from the person to whom the information is disclosed: (a) that the PHI will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (b) that the Business Associate will be immediately notified of any known breaches of the confidentiality or security of the PHI. 12. Aggregation. Except as otherwise limited in this Agreement, if required by the Master Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 13. Other Obligations. To the extent that Business Associate is responsible under the Master Agreement for performing Covered Entity’s obligations under the Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligations in accordance with 45 C.F.R. § 164.504(e)(2)(ii)(H). 14. Availability of Books and Records. Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary and Covered Entity for purposes of determining compliance with HIPAA. 15. Term; Effect of Termination. (a) This Agreement shall be effective as of the Effective Date and shall terminate upon the termination of the Master Agreement. .. .. Item 15 Page 25 of 28 24 (b) Upon the termination of the Master Agreement or this Agreement for any reason, Business Associate shall, if feasible, return to Covered Entity, or destroy, all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate maintains in any form, recorded on any medium, or stored in any storage system. Business Associate shall retain no copies of the PHI. This provision shall also apply to Business Associate's subcontractors and agents. (c) In the event that Business Associate reasonably determines and Covered Entity agrees that returning or destroying the PHI is not feasible, Business Associate shall extend the protections required by HIPAA and this Agreement and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. This provision shall survive the termination or expiration of this Agreement for any reason. 16. Breach of Contract by Business Associate; Termination. (a) In addition to any other rights Covered Entity may have under the Master Agreement, this Agreement or by operation of law or in equity, and notwithstanding any provisions in the Master Agreement, Covered Entity may: (i) immediately terminate the Master Agreement and this Agreement if Covered Entity is aware of a pattern of activity or practice of the Business Associate in violation of HIPAA or this Agreement or if Covered Entity determines that Business Associate has violated a material term of this Agreement; or (ii) at Covered Entity’s option, permit Business Associate to cure or end any such violation within the time specified by Covered Entity, and terminate this Agreement and the Master Agreement if Business Associate fails to cure or end such violation within the specified time. (b) Covered Entity’s option to permit Business Associate to cure a breach of this Agreement shall not be construed as a waiver of any other rights Covered Entity has in the Master Agreement, this Agreement or by operation of law or in equity. 17. Third Party Rights. The terms of this Agreement are not intended, nor should they be construed, to grant any rights to any parties other than Business Associate and Covered Entity. 18. Indemnification. Business Associate shall indemnify, defend, and hold harmless Covered Entity and each of its officers, directors, employees and agents from and against any and all penalties, claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Covered Entity arising out of or in connection with (i) any use or disclosure of PHI by Business Associate or its agents and subcontractors not authorized by this Agreement, including any Breach or Security Incident, (ii) any breach of this Agreement by Business Associate, or (iii) Business Associate’s or its agents’ and subcontractors’ failure to comply with any obligation under HIPAA. 19. No Agency. This Agreement is not intended to create an agency or joint venture arrangement between the parties. 20. Injunctive Relief. Business Associate acknowledges and stipulates that the unauthorized use or disclosure of PHI by Business Associate or its subcontractors while performing services pursuant to the Master Agreement or this Agreement would cause irreparable harm to Covered Entity, and in such event, Covered Entity shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages and injunctive relief, together with the right to recover from Business Associate costs, including reasonable attorneys’ fees, for any such breach of the terms and conditions of the Master Agreement or this Agreement. .. .. Item 15 Page 26 of 28 25 21. Owner of PHI. Under no circumstances shall Business Associate be deemed in any respect to be the owner of any PHI accessed, created or received by or used or disclosed by or to Business Associate pursuant to the terms of the Master Agreement or this Agreement. 22. Changes in the Law. The Master Agreement and/or this Agreement, as appropriate, shall be amended to the extent necessary to conform to any new or revised legislation, rules and regulations to which either party is subject now or in the future including, without limitation, HIPAA. 23. Exclusion from Limitation of Liability. To the extent that Business Associate has limited its liability under the terms of the Master Agreement or some other document (e.g., a maximum recovery for direct damages or a disclaimer against any consequential, indirect or punitive damages or other limitations), all such limitations shall exclude any damages, fees, costs or other financial amounts arising out of or incurred in connection with the use, disclosure and obligations to safeguard PHI (including, without limitation, obligations resulting from a breach of PHI). 24. Judicial and Administrative Proceedings. In the event Business Associate receives a subpoena, court or administrative order or other discovery request or mandate for release of PHI, Business Associate shall notify Covered Entity of the request or mandate as soon as reasonably practicable, but in any event within two (2) days of receipt of such request or mandate and prior to responding to any such request or mandate. Covered Entity shall have the right and opportunity to object to such request or mandate and to seek a protective order or equivalent to ensure protection of the PHI, any applicable individual privacy rights, and applicable Covered Entity business operations. 25. Conflicts. If there is any direct conflict between the Master Agreement and this Agreement, the terms and conditions of this Agreement shall control with respect to the subject matter hereof. 26. Notices. Whenever, under this Agreement, one party is required to give notice to the other, such notice shall be deemed given if e-mailed to the other party or mailed by First Class United States mail, postage prepaid, and addressed to Business Associate at the e-mail or postal address provided under the signature of the Business Associate's authorized representative and to Covered Entity as follows: Attention: ______________________ ______________________ ______________________ E-mail: ________________ Copy to: Attention: ______________________ ______________________ ______________________ E-mail: _______________ Either party may at any time change its email or postal address for notification purposes by emailing or mailing a notice stating the change and setting forth the new e-mail or postal address. .. .. Item 15 Page 27 of 28 26 27. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA. 28. Insurance. Business Associate shall obtain and maintain insurance, including cyber liability coverage, with appropriate limits sufficient to cover all costs, expenses, losses and damages that may arise from Business Associate’s breach of this Agreement or any unauthorized use or disclosure of PHI by Business Associate, or its employees, agents and subcontractors. 29. Governing Law. This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the state of CA. Venue regarding any action arising under this Agreement shall be in the state of CA. The parties submit to the jurisdiction of the courts of the state of CA for resolution of all disputes related to this Agreement, including the enforcement of any award or judgment arising out of arbitration provided under this agreement. 30. Assignment. Business Associate may not assign or subcontract its rights or responsibilities under this Agreement without Covered Entity's prior written consent. 31. Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. BUSINESS ASSOCIATE: Signed Printed Date COVERED ENTITY: Signed Printed Date Address (for Notices pursuant to Section 26): Attention: __________________________ ___________________________________ ___________________________________ ___________________________________ E-mail: ____________________________ .. .. Item 15 Page 28 of 28 City Council Agenda Report Meeting Date:August 15, 2023 From:Todd Dusenberry, General Manager of Public Utilities Department:Public Utilities Submitted by:Adriana Ramos, Administrative Analyst Subject Vernon Public Utilities Electric Cost of Service Analysis and Updated Energy Cost Adjustment Billing Factor Recommendation Adopt Resolution No. 2023-19 to update and implement an Energy Cost Adjustment Billing Factor procedure and computation method which establishes an Energy Cost Adjustment to be billed under all electrical rate schedules for energy transmitted, distributed, and supplied to the City of Vernon electric customers. Background The last Electric Cost of Service Analysis and Rate Design Study (Study) for Vernon Public Utilities (VPU) was completed in 2019 and included a multi-year financial plan. On April 2, 2019, the City Council adopted Resolution No. 2019-07 approving and adopting a four-step rate adjustment for Fiscal Years 2020 through 2023 as follows: (i) a 0.8% electric rate increase effective July 1, 2019, (ii) a 1.9% electric rate increase effective July 1, 2020, (iii) a 4% electric rate increase effective July 1, 2021, and (iv) a 4% rate increase effective July 1, 2022. On April 4, 2023, the City Council approved an agreement with NewGen Strategies & Solutions, LLC (NewGen) to conduct a new Study and to provide rate adjustment and rate design recommendations. This analysis offers the best strategic approach to determine the appropriate rates to address stakeholder needs and ensure that only the costs to operate the utility are built into VPU’s rates. The approach for this Study involves the incorporation of VPU’s data, market information, and community input to provide an integrated view designed to allow VPU to make long-term financial, operational, and capital planning decisions. Furthermore, because of this Study, VPU will have the financial model necessary to respond to market changes that impact customers. One of the objectives of this Study is to ensure VPU continues to provide competitive and stable rates to its customers. The Study with NewGen consisted of the following: 1) System Level Load Forecast 2) Electric Cost of Service Analysis 3) Rate Design 4) Financial Forecast Model 5) Financial Reserves Policy The overall financial and operational goals of the Study were to confirm that: 1) VPU continues to meet its bond covenant requirement to maintain a 1.1 Debt Service Coverage Ratio (DSCR) and a target of 1.2 DSCR was established for setting rates in the forecast period. 2) A minimum level of cash reserves is established at approximately 180 days and a target of 300 days cash on hand is maintained with rates. .. .. Item 16 Page 1 of 25 3) Reasonable electric load growth estimates are included in the multi-year financial plan. 4) VPU provides competitive base rates and a stable Energy Cost Adjustment (ECA) to customers. 5) A long-term VPU Financial Reserves Policy is established. 6) VPU continues to maintain the highest reliability standards and customer service to customers. VPU has met the above goals while continuing to respond to inflation and supply chain issues, including higher costs for energy, natural gas, materials and supplies, chemicals, and construction costs, and continues to provide exceptionally reliable service. The following points represent changes to VPU’s Electric Cost of Service Analysis since the last Study and are the key drivers of higher costs, and place upward pressure on electric rates: 1) California Independent System Operator (CAISO) energy prices are higher and natural gas costs are significantly higher when compared to historical prices. 2) Electric load reductions are seen in the 2024 load forecast when compared to the 2019 load forecast; however, beginning in Fiscal Year (FY) 2025-26, VPU is forecasting higher new electric load growth. 3) The Malburg Generating Station (MGS) acquisition and debt service requirements are now included in the DSCR calculation. 4) The FY 2023-24 VPU Electric Fund Forecast when compared to the approved budget includes higher wholesale revenues, adjustments for Economic Development Rates, and higher insurance costs. As part of the FY 2023-24 budget process, VPU engaged in multiple outreach meetings regarding VPU’s financial and operating plans, which included communication about the Utility’s Study, as well as solicitation of customer feedback regarding the state of the Utility. Furthermore, information regarding the Utility's financial and operating plans was shared by VPU staff during a Joint Special Business and Industry Commission/Green Vernon Commission meeting and a Business Breakfast on April 25, 2023 and May 3, 2023, respectively. On August 10, 2023, VPU presented the results of the Study to the Vernon Business and Industry Commission. Following staff’s presentation, the Commission discussed the results of the Electric Cost of Service and Rate Design Study. The information was received favorably by the Commission. As part of the proposed budget for Fiscal Year (FY) 2023-24, the Utility included a proposed five percent (5%) electric rate increase to address factors beyond the Department’s control, including rising energy and natural gas costs, supply chain issues, and regulatory and legislative mandates, as well as the departure of key business customers. On June 6, 2023, City Council adopted Resolution No. 2023-13, amending the electric rates for FY 2023-24 as recommended with a five percent (5%) rate adjustment effective July 1, 2023. Following the results of the Study, Staff weighed several options focusing on the impact of any future base rate and ECA adjustments on customers and recommends the following: 1) VPU’s strategy is to meet its revenue requirements and minimize rate adjustments to customers by implementing an ECA of $0.02 in both FY 2023-24 and FY 2024-25 and an ECA of $0.01 in FY 2025-26. 2) Staff is recommending no additional Base Rate adjustments after FY 2023-24 and no future ECA adjustments after FY 2025-26. However, the ECA is subject to change to the extent that actual power supply expenses differ from those included in the Study’s underlying assumptions .. .. Item 16 Page 2 of 25 to ensure the proper recovery of power supply expenses. 3) VPU shall reconcile the ECA monthly, including the tracking of any ECA under collection or over collection amount. If necessary, VPU, at a minimum, shall have quarterly ECA adjustments of the baseline ECA (amounts noted in paragraph one above), including any under collection or over collection amount. VPU will strive not to exceed an ECA of $0.04. 4) VPU currently plans to utilize $18 million from the Utility’s Expense Stabilization Fund to meet its revenue requirements in FY 2023-24. 5) Establish a VPU Financial Reserves Policy, which is expected to be presented to the City Council in September 2023. 6) VPU plans to update the Study within three years, if not sooner, depending on customer, financial, and economic conditions as well as responding to changes in the underlying assumptions included in the Study. As a result of this strategy, rates for the larger commercial and industrial classes, such as the TOU‐V and TOU‐Vt, are still extremely competitive, including comparisons with the Los Angeles Department of Water and Power (LADWP) and Southern California Edison (SCE). In addition, surrounding public utilities are in the process of completing similar Cost of Service and Rate Design studies. The rate trends for neighboring publicly-owned utilities reflect the following: 1) Burbank Water and Power just passed rate increases for two years (FY 2024 and 2025) of 8.5% and 8% per year. 2) Recent CAISO market prices have put upward pressure on all utilities, increasing energy cost adjustment rates throughout the state. 3) Riverside is also currently considering but has not yet approved rate increases of 7%, 7%, 7%, 2% and 2% for the next five years. The rate increases are targeted more at residential than commercial and industrial customers, but industrial is potentially looking at 6% increases. Pursuant to Vernon Municipal Code Section 13.36.040, any changes in the ECA shall be made from time to time by resolution of the City Council when, in the City Council’s opinion, such changes are necessary for the sound financial operation of the Public Utilities Electric Fund. The proposed resolution has been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact The utilization of $18 million from VPU’s Expense Stabilization Fund in FY 2023-24 and an Energy Cost Adjustment of $0.02 FY 2023-24 and FY 2024-25 for each fiscal year and an Energy Cost Adjustment of $0.01 in FY 2025-26 are expected to meet VPU’s forecasted revenue requirements. Attachments 1. Resolution No. 2023-19 2. Cost of Service Analysis and Rate Design Study Report .. .. Item 16 Page 3 of 25 RESOLUTION NO. 2023-19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON TO UPDATE AND IMPLEMENT AN ENERGY COST ADJUSTMENT BILLING FACTOR PROCEDURE AND COMPUTATION METHOD WHICH ESTABLISHES AN ENERGY COST ADJUSTMENT TO BE BILLED UNDER ALL ELECTRICAL RATE SCHEDULES FOR ENERGY TRANSMITTED, DISTRIBUTED, AND SUPPLIED TO CITY OF VERNON ELECTRIC CUSTOMERS 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.Pursuant to Vernon Municipal Code Section 13.36.040, existing rates charged for the distribution of energy supplied by the Vernon electric system may include an energy cost adjustment billing factor (ECABF) to be determined by the City Council and which may be adjusted from time to time by resolution when, in the City Council’s opinion, such changes are necessary for the sound financial operation of the Public Utilities Electric Fund. C.On April 2, 2019, the City Council of the City of Vernon adopted Resolution 2019- 06 establishing an ECABF procedure and computation method to ensure that electric customers are billed for the true cost of service, and to allow Vernon Public Utilities (VPU) to adjust the ECABF when fluctuations in the energy market impact the cost of service. D.Based on the results of the 2023 Electric Cost of Service Analysis and Rate Design Study (Study), including forecasted power supply expenses, the General Manager of VPU has recommended an ECABF of $0.02 effective July 1, 2023, $0.02 effective July 1, 2024, and $0.01 effective July 1, 2025. The recommended ECABF is subject to adjustment to the extent that actual power supply expenses differ from those included in the Study’s underlying assumptions to ensure the proper recovery of power supply expenses, consistent with the Procedures for Calculating the ECABF attached hereto as Exhibit A. E.During Fiscal Year 2025-2026, if not earlier depending on current financial and economic conditions as well as any changes to the underlying assumptions of the Study, VPU plans to update the Study to include factors such as electric load projections, operating and maintenance expenses, Malburg Generating Station (MGS) expenses, power supply expenses, multi-year capital plan, and related assumptions, including financial reserves, to determine the appropriate base rates and ECABF to ensure the costs to deliver electric service to customers are properly recovered. .. .. Item 16 Page 4 of 25 Resolution No. 2023-19 Page 2 of 6 _______________________ F.The City Council of the City of Vernon desires to approve and implement these adjustments to the ECABF. G.The City Council of the City of Vernon finds such adjustment is necessary for the sound financial management of the Public Utilities Electric Fund. H.The City Council of the City of Vernon has heard and considered all evidence, both written and oral, presented in consideration of the proposed ECABF. 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 finds and determines that the above recitals are true and correct. SECTION 3. The City Council of the City of Vernon hereby approves and adopts the updated Energy Cost Adjustment Billing Factor Calculation, attached hereto as Exhibit A. SECTION 4. The effective date of the implementation of the ECABF shall be as follows: ECABF of $0.02 effective July 1, 2023, $0.02 effective July 1, 2024, and $0.01 effective July 1, 2025, subject to adjustment in accordance with the Procedures for Calculating the ECABF (Exhibit A), or as may be rescinded or amended by resolution of the City Council of the City of Vernon. SECTION 5. All resolutions or parts of resolutions, specifically Resolution No. 2019-06, not consistent with or in conflict with this resolution are hereby repealed. 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 August 15, 2023. ________________________ ATTEST: CRYSTAL LARIOS, Mayor LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney .. .. Item 16 Page 5 of 25 1 City of Vernon Procedures for Calculating the Energy Cost Adjustment Billing Factor The Energy Cost Adjustment Billing Factor (ECABF) will be applied based on kilowatt-hour (kWh) billed under all schedules to reflect changes in the cost of energy, fuel, and extraordinary expenses. The ECABF shall be calculated monthly and applied to customer bills for the following service month. The ECABF, expressed to the nearest $ 0.0001 per kilowatt- hour (kWh), is to be calculated pursuant to the following equation: ECABF = ((ECa - ECb) + (FCa - FCb) + C) Se Where, ECABF= Energy Cost Adjustment Billing Factor per kilowatt-hour sold ECa = Actual cost of Energy (other than cost of renewable energy) for the current month ECb = Energy costs (other than cost of renewable energy) in base rates for the current month FCa = Actual Natural Gas Fuel costs for the current month FCb = Natural Gas Fuel costs in base rates for the current month C = Extra ordinary expenses Se = Estimated Kilowatt- hour sales in the following service month Resolution No. 2023-19 Page 3 of 5 ________________________ .. .. Item 16 Page 6 of 25 2 ECABF Calculation Sheet Exhibit A is attached to provide the calculation sheet for all months. Energy Costs (EC) Items 1 through 6 represent the actual cost of energy (ECa) to be used in calculating the ECABF. It is comprised of the cost of capacity, energy (other than the cost of renewable energy), transmission service and grid management charge for the current month. Items 7 through 12 represent the cost of energy in the base rates (ECb) to be used in calculating the ECABF. It is comprised of the cost of capacity, energy (other than the cost of renewable energy), transmission service and grid management charge in the base rates for the current month. Fuel Cost (FC) Items 14 through 19 represent the actual cost of fuel (FCa) to be used in calculating the ECABF. It is comprised of the cost of fuel and natural gas transportation for the current month. Items 20 through 25 represent the cost of fuel in base rates (FCb) to be used in calculating the ECABF. It is comprised of the cost of fuel and natural gas transportation for the current month. Extraordinary Expenses (C) Items 27 represents extraordinary expenses incurred in the current month. Estimated Kilowatt Hours (Se) Item 29 represents the estimated kilowatt hour sales in the next service month. Adjustment for Interruptible Service Under Recovery Represents the revenue shortfall from providing the bill credit to Interruptible Service for 2.5 % of the prevailing average billing rate. Energy Cost Adjustment Billing Factor (ECABF) Item 36 represents the Energy Cost Adjustment Billing factor for the current month. Applies to all services except for Interruptible Service. Interruptible Service ECABF Item 37 represents the Energy Cost Adjustment Billing factor to be charged to Interruptible Service for the current month. ECABF Over/(Under) Collection The ECABF Over/(Under) Collection will be tracked monthly. There shall be a true-up of the ECABF Over/(Under) collection amount on a quarterly basis, if not earlier, subject to the extent that actual power supply expenses differ from those included in the 2023 Electric Cost of Service Analysis and Rate Design Study’s underlying assumptions to ensure the proper recovery of power supply expenses. The ECABF over/(under) collection amount, or portion thereof, may be included in the calculation of the ECABF for that month. Resolution No. 2023-19 Page 4 of 5 ________________________ .. .. Item 16 Page 7 of 25 Exhibit A City of Vernon Energy Cost Adjustment Billing Factor (ECABF) Calculation Sheet For the Month________________ To be applied to _____ monthly Billables billed in __________ Energy Cost Actual Energy Cost (ECa): 1 Energy and Capacity $0 2 Transmission (TAC, SCE, LADWP)$0 3 CAISO Grid Management and A/S Charge $0 4 Less: Wholesale sales revenue (RA, AS)$0 5 Less: Transmission Revenue Requirement Revenue $0 6 Actual Energy Cost (ECa) Total: [1+2+3-4-5]$0.0000 Energy Cost in base rate (ECb): 7 Energy and Capacity $0 8 Transmission (TAC, SCE, LADWP)$0 9 CAISO Grid Management and A/S Charge $0 10 Less: Wholesale sales revenue (RA, AS)$0 11 Less: Transmission Revenue Requirement Revenue $0 12 Energy Cost in base Rate Cost (ECb) Total: [7+8+9-10-11]$0.0000 13 Energy Cost difference [6-12]$0.0000 Fuel Cost Actual Natural Gas Fuel Cost (FCa): 14 Fuel (L&P and Gas)$0 15 Transportation (L&P and Gas)$0 16 Less:Wholesale Sales (Prepay and Retail)$0 17 Less: Retail Sales $0 18 Less: Retail service transportation Charge $0 19 Actual Natural Gas Fuel Cost Total( FCa): [14+15-16-17-18]$0.0000 Natural Gas Fuel Cost in base rates (FCb): 20 Fuel (L&P and Gas)$0 21 Transportation (L&P and Gas)$0 22 Less:Wholesale Sales (Prepay and Retail)$0 23 Less: Retail Sales $0 24 Less: Retail service transportation Charge $0 25 Natural Gas Fuel Cost in base rates (FCb): [20+21-22-23-24]$0.0000 26 Natural Gas Fuel Cost difference [19-25]$0.0000 Extraordinary Expense 27 Extraordinary Expense $0.0000 Adjustment for Interruptible Service Under Recovery 28 Cost difference [13+26+27+39]$0.0000 29 Estimated Kilowatt-hours sales for the next service month (Se)$0.0000 30 Prevailing Billing Rate (Interruptible), per KWh $0.0000 31 Interruptible Service Kilowatt Hours Sold $0.0000 32 Interruptible Service Charges, ([28/29] - 0.025*[ 30])*[31]$0.0000 Calculation of ECABF 33 Cost Difference , [13+26+27+39]$0.0000 34 Interruptible Service Charges, [32]$0.0000 35 Kilowatt Hours Sold (Se), [29]$0.0000 36 Energy Cost Adjustment Billing Factor, ([33] - [ 32])/[35-31]$0.0000 Interruptible Service ECABF 37 Interruptible Service ECABF, ([28/29] - 0.025*[30])$0.0000 ECABF Over/(Under) Collection 38 ECABF Monthly Over/(Under) Collection $0.0000 39 ECABF Cumulative Over/(Under) Collection $0.0000 Resolution No. 2023-19 Page 5 of 5 ________________________ .. .. Item 16 Page 8 of 25 Economics | Strategy | Stakeholders | Sustainability www.newgenstrategies.net 225 Union Boulevard Suite 450 Lakewood, CO 80228 Phone: (720) 633-9514 July 27, 2023 via email Richard Corbi Planning and Analysis Manager City of Vernon | Vernon Public Utilities 4305 Santa Fe Avenue Vernon, CA 90058 Subject: Electric Utility Cost of Service Study and Financial Forecast Recommendations Dear Mr. Corbi: NewGen Strategies and Solutions, LLC (NewGen) was retained by Vernon Public Utilities (VPU) to perform an Electric Utility Cost of Service (COS) and provide a financial forecast of operating results over a seven‐ year period. The critical part of this study was identifying necessary rate changes to ensure the financial sustainability of the utility over the forecast period. The primary goal of the COS was to identify system average and the energy cost adjustment (ECA) rate changes required to maintain the key financial metrics which support the financial sustainability of the utility. Summary of Electric Utility System VPU is a municipal electric, water, fiber, and natural gas utility. This study focused on the electric utility, which provides electric service to roughly 1,900 customers in the City of Vernon, California. The majority of VPU's customers are commercial and/or industrial electric customers. VPU sold roughly 1.1 million MWh of electricity in fiscal year 2022 and had a peak demand of just over 190 MWs. VPU provides power through a combination of VPU‐owned generation, purchase power contracts, and market purchases. VPU, like many other California utilities, are facing increasing demands for renewable energy as mandated by the State in addition to volatile electric and gas market prices. VPU recently issued a significant amount of debt over an eight‐year period to re‐purchase the Malburg Generating Station (MGS), eliminating the existing purchase power agreement and bringing operations and expenses directly in‐house. VPU’s debt associated with MGS will end in 2029 which provides the utility significant flexibility in funding, identifying additional power supply options, and setting retail rates. Cost of Service and Rate Design Overview The COS and rate making process typically includes five steps as follows: 1. Financial Forecast and Determination of the Revenue Requirement – The first step examines the utility’s financial needs and determines the amount of revenue that must be generated from rates. For municipal utilities, the revenue requirement is determined on a “cash basis.” A “cash basis” analysis examines the cash obligations of the utility such as operations and maintenance (O&M) expenses, debt service, cash funded capital projects, and city transfers. The key component to this step for VPU was to develop a financial forecast to project revenues and expenses under a series of scenarios and options. In our analysis of the electric rates and the development of the revenue requirement, NewGen relied upon VPU's Fiscal Year (FY) 2024 Budget and forecasts revenues and DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 .. .. Item 16 Page 9 of 25 Richard Corbi July 27, 2023 Page 2 VPU Financial Forecast Letter Report 072723 expenses through 2030. The focus of the rate recommendations and revenue requirements was the forecast period of FY 2024 through FY 2026. 2. Functionalization of Costs – The revenue requirement is then assigned to the particular function or sub‐function of the utility. Electric utilities like VPU typically have power supply, transmission, distribution, and customer service functions. 3. Classification of Costs – Once costs are functionalized, costs are then classified based on the underlying nature of the costs. Of particular importance is the determination of fixed versus variable costs. Fixed costs remain a financial obligation of the utility regardless of the amount of energy produced whereas variable costs fluctuate based on system energy requirements. Further, fixed and variable costs are associated with utility requirements to meet customer demand, energy, and customer service needs. 4. Allocation of Costs – Once costs are classified, costs are then allocated to the various customer classes. Allocation factors align with cost classification. Demand‐related costs are allocated on measures of class demand such as class contribution to the system coincident peak (CP). Energy allocation factors are based on energy consumed by customers. Customer allocation factors are based on the number of customers. 5. Rate Design – The fifth, and final, step is rate design, which translates COS results into rates for each customer class. In this case, the final recommendations for VPU were system level base rate increases which then determined the required ECA rates. The effort to date did not set rates for each individual class as no rate increases were recommended other than small adjustments to the ECA as explained later in this letter. Financial Forecast NewGen developed a financial forecast to support the eventual development of the annual and Test Year Revenue Requirements. This financial forecast was the focus of the overall Study, as FY 2024 system‐wide rate increases were adopted during this Study. Thus, the financial forecast focused on identifying additional base rate or subsequent ECA changes required to maintain key financial metrics in FY 2025 and FY 2026. The financial forecast was based on VPU’s FY 2024 budget, load projections, a power supply cost projection from Ascend Analytics (Ascend), a five‐year capital plan, and related assumptions and cost escalation factors. The following were the key inputs and assumptions in the forecast:  Ascend Power Supply Forecast: Ascend provided forecasts costs based on providing power and capacity to serve the retail loads. The power supply forecast included natural gas costs, purchased power costs, sales revenues to the CAISO market, purchases in CAISO market to serve load, Renewable Energy Credit (REC) expenses, and carbon emission costs.  Debt Service: Debt service projections were provided by VPU based on existing outstanding debt. There are no additional or future debt issuances included in the forecast.  Capital Plan: VPU includes a cash‐funded capital plan of approximately $16 million per year during the Study period.  Inflation and Escalation Factors: Several different escalation factors were used to project VPU’s individual chart of accounts and expenses through 2029. These included basic inflation factors linked to the U.S. general inflation indicators, labor expenses inflation, construction cost inflation, and transmission access charge forecasts.  Load Forecast: The VPU load forecast includes current base load projections, new customer cited distributed energy, energy efficiency, growth in electric vehicle load, and specific customer growth in certain market segments. The overall load forecast shows growth in load across the Study period. DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 .. .. Item 16 Page 10 of 25 Richard Corbi July 27, 2023 Page 3 VPU Financial Forecast Letter Report 072723 In addition to the key inputs and assumptions used to project revenues and expenses, NewGen calculated key financial metrics commonly used to maintain and measure financial sustainability. There were two key metrics that were monitored and maintained:  Debt Service Coverage Ratio (DSCR): Net revenues available after subtracting operating expenses that are available to pay debt service. VPU has a bond covenant requirement to maintain a 1.1 DSCR and set a target of 1.2 DSCR for setting rates in the forecast period.  Cash Balances / Days Cash on Hand: Number of days of operating expenses available in unrestricted cash reserves. VPU set a minimum level of cash reserves at approximately 180 days and a target of 300 days cash on hand to maintain with rates. NewGen used these metrics as the primary driver in developing the forecast and evaluating alternative rate recommendations. The summary level financial forecast results are shown in Table 1 with the existing base rate increases. Based on the projected power supply cost recovered in the base rate revenues, the resulting ECA rates must be $0.02 per kWh for FY 2024 FY 2025 and $0.01 per kWh for FY 2026. Table 1 Financial Forecast Results Item 2024 2025 2026 2027 2028 2029 Load (MWh) 1,120,945 1,269,826 1,473,633 1,638,096 1,703,063 1,820,282 Base Rate Increases 5.0% 0.0% 0.0% 0.0% 0.0% 0.0% ECA ($/kWh) $0.0200 $0.0200 $0.0100 $0.0000 $0.0000 $0.0000 Operating Revenues $210,048,404 $236,225,700 $257,203,864 $267,686,939 $277,873,635 $295,950,566 Operating Expenses Power Supply $110,730,043 $119,064,978 $134,374,258 $144,129,192 $151,117,129 $158,434,705 Transmission $17,552,410 $18,037,380 $18,537,189 $19,064,248 $19,607,671 $20,168,011 Customer $966,565 $999,024 $1,032,651 $1,067,831 $1,104,283 $1,142,055 A&G $15,208,484 $15,668,479 $16,148,060 $16,658,880 $17,192,270 $17,749,668 Total Operating Expenses $144,457,502 $153,769,860 $170,092,158 $180,920,150 $189,021,353 $197,494,439 Contributions From Reserves $18,000,000 $0 $0 $0 $0 $0 Available for Debt Service $83,590,902 $82,455,840 $87,111,706 $86,766,789 $88,852,282 $98,456,127 Debt Service $69,710,206 $69,706,538 $69,703,002 $64,704,689 $64,703,340 $9,215,355 DSCR 1.20 1.18 1.25 1.34 1.37 10.68 Other Expenses (Revenues) $(24,654,814) $(8,280,635) $(8,110,235) $(8,337,916) $(8,773,589) $(10,051,479) Capital Expenses $20,038,000 $15,750,000 $15,900,000 $14,700,000 $14,800,000 $16,237,600 Over (Under Recovery) $18,497,511 $5,279,937 $9,618,939 $15,700,016 $18,122,532 $83,054,651 Cash Balance $91,329,532 $96,609,469 $106,228,408 $121,928,425 $140,050,956 $223,105,607 Days Cash on Hand 231 229 228 246 270 412 DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 .. .. Item 16 Page 11 of 25 Richard Corbi July 27, 2023 Page 4 VPU Financial Forecast Letter Report 072723 Based on the previously approved 5% rate increase in 2024 and the use of the ECA at $0.02 per kWh in 2024 and 2025, and $0.01 per kWh in 2026, VPU meets its target DSCR each year and moves towards the targeted level of cash reserves over time. During 2024, there is the need to contribute $18 million from cash reserves to meet the target DSCR; however, no future contributions from reserves are necessary to maintain the target DSCR. Overall, power supply expenses increase each year; however, this is also influenced by the increasing load VPU must serve each year. Thus, as the load increases, VPU must purchase more power to serve that load. Other operating expenses are stable year to year in the forecast period. The increased debt service associated with MGS ends in 2029, and as seen in Table 1, it leads to a substantial increase in contributions to the cash reserves from $18.1 million in 2028 to $83.0 million in 2029. This elimination of the MGS debt service in 2029 places VPU in a very flexible rate position and healthy financial position to prepare for future power supply contracts or reinvestments in owned generation / MGS. Please note, the ECA rates included in Table 1 are based on the projected power supply costs provided by Ascend. These actual costs incurred by VPU each year will change from the projections included in the table. Thus, as load, power supply costs, market prices, and other variables affecting power supply costs change, the ECA will also need to change to ensure proper cost recovery. To the extent power supply prices and costs decline from those projected in the table, the ECA would also go down. Recommendations Based on the financial forecast and results shown in Table 1, NewGen recommends VPU continue its utilization of the ECA to ensure proper recovery of power supply costs and maintain an expected $0.02 per kWh charge in 2024 and 2025, declining to $0.01 per kWh in 2026. At the ECA rates, projected power supply costs, and other projected operating costs, VPU will not require any additional base rate increases in 2025 and 2026. During 2026, VPU should consider an update of the COS and eventual update of rates across the customer classes, if the COS results identify any potential shifting in the cost recover from classes it could be implemented at the start of FY 2027. As no additional rate increases are recommended in the 2024 to 2026 period other than those already approved, the remaining portions of the COS study such as final allocation of costs to the customer classes remains in draft format awaiting a COS update in subsequent years. Our recommendation results in no material changes to each customer class’ rates other than the application of the ECA rates. The recommendations maintain VPU’s financial performance and support stability in customer’s rates and bills during a very volatile time in California’s energy markets. The resulting rates for the larger commercial and industrial classes for VPU, such as the TOU‐V and TOU‐Vt, after the 2024 base rate increase and ECA recommendations maintains VPU’s competitive position in the Southern California electric market with Los Angeles Department of Water and Power (LADWP) and Southern California Edison (SCE). Sincerely, NewGen Strategies and Solutions, LLC Tony Georgis Managing Partner – Energy Practice DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 .. .. Item 16 Page 12 of 25 Electric Cost of Service Analysis & Rate Design Update VERNON PUBLIC UTILITIES CITY OF VERNON August 15, 2023 August 15, 2023 Item 16 Staff Presentation .. .. Item 16 Page 13 of 25 .. .. Item 16 Page 14 of 25 VPU Electric Fund Strong Financial Coverages Distribution Investment for Reliability Grow ing & Diversified Customer Base Strategic Capital Plan Competitive Rates Strong Management for Financial and Operational Flexibility Committed To Maintaining a Strong Financial and Operational Position For The Future Committed to Renewable Energy & Optimize MGS Ops .. .. Item 16 Page 15 of 25 Electric Fund Financial Strategy 1)Meet Debt Service Coverage Ratio (DSCR) Requirement of 1 .1 i.Target of 1 .2 DSCR was established for setting rates ii.Utilize $18M from VPU’s Expense Stabilization Fund in Fiscal Year 2023-24 2)Establish a minimum level of cash reserves at approximately 180 days and a target of 300 days cash 3)Implement a long -term VPU Financial Reserves Policy i.Expected to be presented to City Council in September 2023 4 ) Provide competitive base rates and stable ECA to customers 5 ) Maintain highest reliability and customer service standards.. .. Item 16 Page 16 of 25 GOAL – Mitigate Financial and Operational Energy Risk and Hedge Power Supply Expenses Energy Risk Management Committee for policy guidance and oversight Hedging Program designed to reduce financial exposure to volatile market conditions and provide cost certainty to customers Counterparty credit risk management Energy Risk Management Ongoing energy market reporting .. .. Item 16 Page 17 of 25 Cost of Service Analysis Forecasted New Load Growth New Customer FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 Data Center 1 13.0 22.0 33.0 33.0 33.0 33.0 33.0 Public EV 1.0 1.5 2.0 2.0 2.0 2.0 2.0 Data Center 2 0.0 3.0 18.0 27.0 35.0 35.0 35.0 EV Charging Depot 0.0 3.0 6.0 6.0 6.0 6.0 6.0 Green Hydrogen/Other 1 0.0 11.0 12.5 12.5 12.5 12.5 12.5 Other 2 0.0 0.0 0.0 0.0 0.0 20.0 40.0 Total MW 14.0 40.5 71.5 80.5 88.5 108.5 128.5 .. .. Item 16 Page 18 of 25 Cost of Service Process STEP 1 STEP 2 STEP 4 STEP 3 STEP 5 Determine the Financial Forecast of the utility Unbundle costs by functions and services (production, transmission, distribution, etc.) Classify costs (demand, energy, customer costs, etc.) Allocate cost among customer classes Design rates Financial Forecast Determination Cost Allocation Rate Design.. .. Item 16 Page 19 of 25 Revenue Requirement/Financial Forecast Base Year Financials Budget Year 2024 Costs Escalation, Adjustment, and Evaluation Forecast 2025–2030 Revenue Requirement Total costs to provide electric services to customers. Foundation of the financial forecast. Financial Forecast Annual revenue requirement compared to annual revenues over the study period (2024-2030) and the resulting key financial performance indicators. Financial Forecast 2024-2030 .. .. Item 16 Page 20 of 25 Financial Forecast with Rate Recommendation Item FY 23-24 FY 24-25 FY 25-26 Load (MWh)1,120,945 1,269,826 1,473,633 Base Rate Increase 5.0%0.0%0.0% ECA ($/kWh)$0.0200 $0.0200 $0.0100 Operating Revenues $210,048,404 $236,225,700 $257,203,864 Operating Expenses Power Supply $110,730,043 $119,064,978 $134,374,258 Distribution and Trans $17,552,410 $18,037,380 $18,537,189 Customer $966,565 $999,024 $1,032,651 A&G $15,208,484 $15,668,479 $16,148,060 Total Operating Expense $144,457,502 $153,769,860 $170,092,158 Contribution from Rate Stabilization Fund $18,000,000 $0 $0 Debt Service Coverage Ratio 1.20 1.18 1.25 Days Cash on Hand 231 229 228 .. .. Item 16 Page 21 of 25 Rate Benchmarking TOU-V, SCE Projected January 2024 .. .. Item 16 Page 22 of 25 Rate Benchmarking TOU-Vt, SCE Projected January 2024 .. .. Item 16 Page 23 of 25 Adopt Resolution No. 2023-19 to update and implement an Energy Cost Adjustment Billing Factor procedure and computation method which establishes an Energy Cost Adjustment to be billed under all electrical rate schedules for energy transmitted, distributed, and supplied to the City of Vernon electric customers. VPU Recommendation .. .. Item 16 Page 24 of 25 Questions/Comments www.cityofvernon.org VERNON PUBLIC UTILITIES .. .. Item 16 Page 25 of 25