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20151117 Regular City Council Meeting - Packet California Public Records Act ("PRA"): In compliance with the PRA, the documents pertaining to agenda items, including attachments, which are presented to the City Council in open session are available for public inspection. They may be inspected during regular business hours in the Office of the City Clerk at Vernon City Hall, 4305 Santa Fe Avenue; Vernon, California 90058, no appointment necessary, and on the City's website at www.cityofvemon.org. Americans with Disabilities Act ("ADA"): In compliance with the ADA, if you need special assistance to participate in the meeting, please contact the Office of the City Clerk at (323) 583-8811. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Agenda City of Vernon Regular City Council Meeting �F,YE�,�, Tuesday, November 17, 2015, 9:00 a.m. Council Chamber 4305 Santa Fe Avenue y Vernon, California W. Michael McCormick, Mayor arVXLY i�9� William J. Davis,Mayor Pro-Tem Luz Martinez, Council Member Melissa Ybarra, Council Member Yvette Woodruff-Perez, Council Member CALL TO ORDER& FLAG SALUTE CHANGES TO THE AGENDA PUBLIC COMMENT - At this time the public is encouraged to address the City Council on any matter that is within the subject matter jurisdiction of the City Council. The public will also be given a chance to comment on matters which are on the posted agenda during City Council deliberation on those specific matters. PRESENTATIONS 1. A Proclamation of the Mayor and the City Council of the City of Vernon commendinJ4 Nicolas Del Rio for providing cardiopulmonary resuscitation (CPR). 2. Quarterly Financial Update, 111 Quarter, Fiscal Year 2015-2016. Regular City Council Meeting Agenda November 17, 2015 CONSENT CALENDAR - All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed from the Consent Calendar by any member of the Council. Those items removed will be considered immediately after the Consent Calendar. Claims Against the City—Received and Filed 3. Claim for Damages from Jerrick Torres received on November 2, 2015, in an amount in excess of $20,000 annually. 4. Claim for Damages from Lyndon Ong Yiu received on November 2, 2015, in an amount in excess of$20,000 annually. Warrant Registers 5. Ratification of City Warrant Register No. 1425 to record voided Check No. 347595 in the amount of$12.20. 6. Approval of City Payroll Warrant Register No. 713, totaling $4,428,916.78, which covers the period of October 1 through October 31, 2015, and consists of the following: A. Ratification of direct deposits, checks and taxes totaling $3,106,488.34; and B. Checks and electronic fund transfers (EFT)totaling $1,322,428.44. 7. Approval of City Warrant Register No. 1436, totaling $852,920.80, which covers the period of October 27 through November 9, 2015, and consists of the following: A. Ratification of wire transfers totaling $431,202.43; and B. Ratification of the issuance of early checks totaling $256,224.37; and C. Authorization to issue pending checks totaling $165,494.00. 8. Approval of Light & Power Warrant Register No. 401, totaling $2,674,146.75, which covers the period of October 27 through November 9, 2015, and consists of the following: A. Ratification of wire transfers totaling $2,463,651.43; and B. Ratification of the issuance of early checks totaling $94,338.94; and C. Authorization to issue pending checks totaling $116,156.38; and D. Voided Check No. 511714 in the amount of$372.78. Page 2 of 7 Regular City Council Meeting Agenda November 17, 2015 9. Approval of Gas Warrant Register No. 189, totaling $1,496,972.20, which covers the period of October 27 through November 9, 2015, and consists of the following: A. Ratification of wire transfers totaling $1,479,129.57; and B. Ratification of the issuance of early checks totaling $10,930.44; and C. Authorization to issue pending checks totaling $6,912.19. Fire Department 10. Activity Report for the period of October 16 through October 31, 2015, to be received and filed. Health and Environmental Control Department 11. October 2015 Monthly Report, to be received and filed. Police Department 12. Activity Log and Statistical Summary of Arrests and Activities for the period of October 16, through October 31, 2015, to be received and filed. Public Works, Water, and Development Services Department 13. October 2015 Monthly Building Department Report, to be received and filed. NEW BUSINESS City Administration Department 14. A Resolution of the City Council of the City of Vernon approving and authorizing the execution of a California Residential Purchase Agreement and Joint Escrow Instructions, and all related documents, with Reyes A. Lemus and Lorena Jimenez for the real property located at 6044 Stafford Avenue, Huntington Park, CA 90255. Recommendation: A. Find that approval of the proposed resolution is exempt from the California Environmental Quality Act (CEQA), in accordance with CEQA Guidelines § 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt the resolution approving a California Residential Purchase Agreement and Joint Escrow Instructions, and all related documents, with Reyes A. Lemus and Lorena Jimenez for the real property located at 6044 Stafford Avenue, Huntington Park, CA 90255. Page 3 of 7 Regular City Council Meeting Agenda November 17, 2015 15. Approval of End User License Agreement and Software Support Agreement with Tritech Software Systems. Recommendation: A. Find that approval of the proposed End User License Agreement and Software Support Agreement with Tritech Software Systems is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Approve a new End User License Agreement and a new Software Support Agreement with Tritech Software Systems in an amount not to exceed$179,923.53 for a period of three years from August 25, 2015 through August 24, 2018. 16. Approval of Authorization to Order Agreement with AT&T for the State of California CALNET 3 Contract. Recommendation: A. Find that approval of the proposed Authorization to Order Agreement for the State of California CALNET 3 Contract is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Approve a new Authorization to Order Agreement with AT&T for the State of California CALNET 3 Contract for telecommunications and network services for a period effective upon the execution of the Authorization to Order Agreement through June 30, 2018. 17. A Resolution of the City Council of the City of Vernon approving and ratifying the execution of a Second Amendment to Agreement regarding Assignment and Assumption of Purchase and Sale Agreement by and between the City of Vernon and Fruitland Owner,LLC for property located at 3200 Fruitland Avenue. Recommendation: A. Find that approval of the ratification of the Second Amendment to the agreement regarding assignment and assumption proposed is exempt from the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the Ratification of the Second Amendment to the Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement with Fruitland Owner, LLC for the property located at 3200 Fruitland Avenue. Page 4 of 7 Regular City Council Meeting Agenda November 17, 2015 City Clerk Department 18. Approval of items regarding the holding of a General Municipal Election on April 12, 2016: i) A Resolution of the City Council of the City of Vernon, California, calling and giving notice of an all-mail ballot General Municipal Election to be held on Tuesday,April 12,2016,for the election of a certain officer as required by the provisions of the charter of the City of Vernon. ii) A Resolution of the City Council of the City of Vernon, California, requesting the Board of Supervisors of the County of Los Angeles to render specified services to the City relating to the conduct of a General Municipal Election to be held on Tuesday, April 12, 2016. Recommendation: A. Find that approval of the Resolutions is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment, as the proposed is administrative in nature; and B. Approve the Resolution calling and giving notice for a General Municipal Election to be held on Tuesday, April 12, 2016 for the Election of one (1) City Councilmember for the full term of five (5) years; and C. Approve the Resolution requesting the Board of Supervisors of the County of Los Angeles to render specified services to the City relating to the conduct of the General Municipal Election to be held on Tuesday, April 12, 2016. Gas and Electric Department 19. First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority. Recommendation: (Items A-C) A. Find that(a)the Power Sales Agreement between the Southern California Public Power Authority and the City of Vernon is not a "project" subject to the California Environmental Quality Act (CEQA) under Guidelines section 15378 because it involves the administrative activity of purchasing power; and (b) even if this approval were a "project" subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15301(b), the general rule that CEQA only applies to projects that may have an effect on the environment because purchasing power is purely a financial transaction, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and B. Approve the First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority ("SCPPA"), in Page 5 of 7 Regular City Council Meeting Agenda November 17, 2015 substantially the same form as attached to the staff report, for the purpose of purchasing solar power with associated green attributes in compliance with the Renewable Resources Procurement Plan and Enforcement Program in force at the City. The amendment includes Consent and Agreement (i.e. the Facility Lender Consent), Intercreditor/Subordination Agreement, and Non- Disturbance and Attornment Agreement; and C. Authorize the Director of Vernon Gas & Electric ("VG&E") to execute the First Amendment to the Astoria 2 Solar Project-Power Sales Agreement between the City of Vernon and SCPPA. Police Department 20. Withdraw from the Los Angeles Regional Interoperable Communications System Joint Powers Authority. Recommendation: A. Find that approval of the proposed notice to withdraw from the Los Angeles Regional Interoperable Communications System(LA-RICS) Joint Powers Authority action is exempt from California Environmental Quality Act(CEQA)review,because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a"project" as defined by CEQA Guidelines section 15378, and; B. Authorize the City Administrator to issue a notice to the Los Angeles Regional Interoperable Communications System (LA-RICS) Joint Powers Authority of determination to withdraw from the LA-RICS board. Public Works, Water, and Development Services Department 21. Proposed Street Vacation—Portion of Seville Avenue (between Leonis and 50th). Recommendation: A. Preliminary authorization for the Public Works, Water & Development Services Department to proceed with relevant procedures in consideration of vacating a portion of Seville Avenue(Leonis Blvd. to 50th St.) in accordance with Division 9 of the Streets and Highways Code, otherwise known as the Public Streets,Highway and Service Easements Vacation Law for a portion of Seville Avenue and set a hearing for such matter on December 1, 2015. CEQA requirements to be addressed at a later date. ORAL REPORTS 22. City Administrator Reports — brief reports on activities and other brief announcements by the City Administrator and Department Heads. 23. City Council Reports—brief report on activities, announcements, or directives to staff. Page 6 of 7 Regular City Council Meeting Agenda November 17, 2015 CLOSED SESSION 24. CONFERENCE WITH LABOR NEGOTIATOR: Government Code Section 54957.6 Agency Designated Representative: Mark Whitworth, City Administrator Unrepresented Employee: Director of Public Works, Water&Development Services. 25. PUBLIC EMPLOYMENT (2) Government Code Section 54957(b)(1) A. Title: City Administrator B. Title: Director of Public Works, Water& Development Services. 26. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Government Code Section 54957(b)(1) Title: City Attorney ADJOURNMENT I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Vernon City Hall,located at 4305 Santa Fe Avenue, Vernon, California, and on the City's website,not less than 72 hours prior to the meeting set forth on this agenda. Dated this 12th day of November 2015. By: Maria E. Ayala City Clerk Page 7 of 7 Of A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON COMMENDING NICOLAS DEL RIO FOR PROVIDING CARDIOPULMONARYRESUSCITATION(CPR) WHEREAS, on Thursday, August d, 2013, at 5:30 p.m., Nicolas Del Rio (`Nicolas') was in his vehicle preparing to turn 1 ft from Santa Fe Ave., when he saw a man collapse on the sidewalk near 38,h Street and Santa Fe Avenue;and WHEREAS, without hesitation, Nicolas immediately parked his vehicle and ran to provide medical aid to the man;and WHEREAS, Nicolas noted that the man was unresponsive and immediately began administering Cardiopulmonary Resuscitation (CPR);and WHEREAS, the City of Vernon Police and Fire personnel arrived on scene within minutes and began to assist in providing additional medical treatment including the deployment of the automated external deftbrillator(AED)device;and WHEREAS, after several minutes of extensive life-saving measures and deployment of the AED device, the man regained a faintpulse and began breathing on his own;and WHEREAS,paramedics transported the man to a local hospital where his condition was stabilmed and after several weeks of medical treatment and surgery, he coVletey recoveredfrom his medical episode;and WHEREAS, Nicolas Del Rio deserves our sincere thanks, recognition, and praise for his immediate response to provide medical aid to a complete stranger;and WHEREAS, the Mayor and the City Council of the City of Vernon, on behalf of its employees, residents and businesses, wishes to commend and thank Nicolas Del Rio for his brave response and excellent judgment in saving the life of The subject NOW% THEREFORE, THE MAYOR AND THE CITY CO UNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND B USINESSES HEREBY COMMENDS NICOLAS DEL RIO FOR RESCUING A SUBJECT ON AUGUST 6, 2015. THIS PROD-AMATION IS BEING PRESENTED TO NICOLAS DEL RIO BY THE HONORABLE MAYOR W MICHAEL MCCORMICK FOR AND ON BEIIA LF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 1771 DAY OF NOVEMBER TWO THOUSAND AND FIFTEEN. CITY OF VERNON W. MICHAEL MCCORMICK,Mayor City of Vernon 1st Quarter Financial Update � pF VER �i a�.o�o > 1 J At �fv Na City Council Meeting November 17, 2015 Overview • Fiscal 2016 Financial Snapshot • Investments Portfolio • Bond Funding Final Results • CalPERS Pension Funding • OPEB Obligation Funding • Additional Comments Fiscal 2016 Financial Snapshot Cash Basis ( In $ Millions) Budget-kkL 3 Months 3 Months V 3 Months V Year-End Year-End Year-End Budget • • 1 1 1 . 1 . 61301166/30/16 Bus. Revenue $ 74.2 $ 63.5 $ (10.7) $ 265.1 $ 254.4 $ (10.7) Bus. Expend. 98.3 91 .5 (6.8) 264.8 258.1 IL (6.7) Bus. Net (24.1 ) (28.0) (3.9) 0.3 (3.7) (4.0) Gov. Revenue 12.1 11 .2 (0.9)1 75.2 74.4 (0.8) Gov. Expend. 21 .7 17.9 (3.8) 75.4 71 .6 (3.8) Gov. Net (9.6) (6.7) 2.9 (0.2) 2.8 3.0 City-Wide Net $ (33.7) $ (34.7) $ (1 .0) is 0.1 $ (0.9) • First quarter Business Expenditures include bond debt service budget and payment of $44.3 million and $43.9 million respectively. 1st Quarter EndingSeptember 30,, 2015 Revenues (in $ millions) 3 Months 3 Months 3 Month Variance Department Budget Actual (UNDER)/OVER GOVERNMENTAL General Government 9.2 9.1 (0.1) Health 1.0 1.1 0.1 Public Safety 0.6 0.4 (0.2) Public Works 1.3 0.6 0.7) TOTAL GOVERNMENTAL 12.1 11.2 (0.9) BUSINESS-TYPE Light and Power 59.6 51.6 (8.0) Gas 12.0 9.8 (2.2) Water 2.5 2.0 (0.5) Fiber 0.1 0.1 0.0 TOTAL BUSINESS-TYPE 74.2 63.5 10.7 CITY WIDE TOTAL REVENUES 86.3 74.7 11.6 1st Quarter EndingSeptember 30,, 2015 Expenditures (in $ millions) 3 Months 3 Months 3 Month Variance Department Budget Actual (UNDER)/OVER GOVERNMENTAL General Government 11.0 10.4 (0.6) Health 0.5 0.3 (0.2) Public Safety 7.0 5.9 (1.1) Public Works 3.2 1.3 (i-.91 TOTAL GOVERNMENTAL 21.7 17.9 (3.8) BUSINESS-TYPE Light and Power 83.5 79.7 (3.8) Gas 12.1 9.9 (2.2) Water 2.5 1.7 (0.8) Fiber 0.2 0.2 0.0 TOTAL BUSINESS-TYPE 98.3 91.5 6.8 CITY WIDE TOTAL EXPENDITURES 120.0 109.4 10.6 Investment Portfolio Overview As of September 30, 2015 (in $ Millions) Minimum Actual Fair Value . Required Credit Rating as of • L Description Rating Moody's / S&P 9/30/15 Total In custody of Treasurer: ff� Cash on Hand and on Deposit N/A N/A $ 27.3 23.2% Local Agency Investment Fund None Not Rated 0.5 0.4% Total in custody of Treasurer 27.8 23.6% In custody of Trustee: Deposits and Money Market Funds N/A N/A 62.2 152.8% U.S. Treasury Notes None Aaa / AA+ 23.1 19.6% Federal National Mortgage Association None Aaa / AA+ 2.4 2.0% Federal Home Loan Banks None Aaa / AA+ 2.3 2.0% Total in custody of Trustee 90.0 76.4% Total cash and investments held by Treasurer and Trustee $ 117.8 100.0% Investment Maturities As of September 30, 2015 (In $ Millions) 05"�� Investment Maturities (in Months) Fair Value as • . 1 • Investment • - 1/15 12 Months Months • Total Cash $ 27.3 $ 27.3 $ - $ - 23.2% Money Market Funds 62.2 62.2 - - 52.8% Local Agency Investment Fund 0.5 0.5 - 0 0.4% U.S. Treasury Notes 23.1 18.3 4.8 - 19.6% Federal National Mortgage Association 2.4 2.4 - 2.0% Federal Home Loan Banks 2.3 2.3 - - 2.0% Total Investments $ 117.8 $ 113.0 $ 4.8 $ - 100.0% • $113.0 million (96%) of investments mature in less than one year. • Money Market funds are being examined for higher yielding investment options following City Investment Policy. Investment Portfolio by Fund As of September 30, 2015 (In $ Millions) Cash and Investments Business-Type Governmental L qi� 9/30/2015 9/30/2015 . . Restricted Cash (debt service, capital improvement, grants, and rate stabilization) $ 17.0 $ 3.5 $ 20.5 Unrestricted Cash (available for City's daily operation) 95.0 2.3 97.3 Totals 112.0 5.8 117.8 Investment Derivatives — Swaps Terminated July 21, 2015 (in $ Millions) Swaps)Investment Derivative Instruments Notional Derivative Gain/(Loss) Derivative (Variable to Fixed Amount 6L . 1� 7/21/2015 7/21/2015 9/30/2015 2004 Series A Bonds (City pays 3.607% and receives 62.87 of LIBOR one-month index plus 0.119%) $ 90.2 $ (22.3) $ 0.3 $ 0 2004 Series B Bonds (City pays 3.542% and receives 62.87 of LIBOR one-month index plus 0.119%) 83.6 14.0 0.3 0 Totals 173.8 36.3 0.0 Bond Funding Final Results (In $ Millions) Successfully completed on July 21, 2015 as follows: • Source of funds: — Net par amount $111.7 — Net original issue discount (3.6) — City funds 13.9 — Total $122.0 • Use of funds: — 2009A Series refunding $ 83.4 — 2004A Swap termination 22.3 — 2004B Swap termination 14.0 — Debt service reserve deposit 1.6 — Cost of issuance and underwriter fee 0.7 — Total $122.0 CaIPERS Pension Funding Update (In $ Millions) • Safety Plan Schedule of Funding Progress Valuation Actuarial Asset Unfunded Funded Date Liability Values Liability Ratio 6/30/2013 $195.5 $144.3 $51.2 73.8% 6/30/2012 187.8 156.9 30.9 83.5% 6/30/2011 169.9 149.2 20.6 87.9 • Miscellaneous Plan Schedule of Funding Progress Valuation Actuarial Asset Unfunded Funded Date Liability Values Liability Ratio 6/30/2013 $122.7 $ 93.7 $29.0 76.3% 6/30/2012 116.8 101.7 15.1 87.1% 6/30/ 0011 108.1 97.2 10.9 89.9 • 6/30/2014 Valuation date report expected in December 2015. • As of 6/30/2015, $78.6 million is recorded as net pension liability as GASB 68 became effective in Fiscal 2015. Pension Funding Comparison (In $ Millions) FundedSCPPA Latest Published Actuarial Asset Unfunded Members • Date Liability. • • Anaheim 6/30/2013 $ 2,039.5 $ 1,479.4 $ 560.1 72.5% Azusa 6/30/2013 t$ 112.2 86.3 25.9 76.9% Banning 6/30/2013 $ 56.7 $ 38.2 $ 18.5 67.4% Burbank 6/30/2013 $ 11149.2 $ 882.5 $ 266.7 76.8% Cerritos 6/30/2013 $ 179.2 $ 128.7 $ 50.5 71.8% Colton 6/30/2013 $ 109.1 $ 84.8 24.3 77.7% Glendale 6/30/2013 $ 11551.5 $ 1,139.6 $ 411.9 73.5% LA D W P 7/1/2014 $ 11,000.0 $ 8,900.0 $ 2,100.0 80.9% Pasadena 6/30/2013 $ 11339.9 $ 979.4 $ 360.5 73.1% Riverside 6/30/2011 $ 11729.3 $ 1,538.8 $ 190.5 89.0% Vernon 6/30/2013 $ 318.2 $ 238.0 $ 80.2 74.8% Average Funding Ratio of All Plans 75.9% Impact of Recording Unfunded Actuarial Pension Liability (In $ Millions) • Net Position, Beginning of Year $ 108.0 • Fiscal 2015 CaIPERS Contributions 8.7 • Difference Between Projected and Actual Earnings on Plan Investments ( 18. 6) • Net Pension Liability (78.6) • Pension Expense 2.9 • Net Position, Beginning of Year, Restated $ 16.6 OPEB Obligation Funding (In $ Millions) • OPEB is "Postemployment Benefits Other Than Pensions". For the City of Vernon, this refers to Resolutions 2012-114, 2012-2171 2012-188, and 2013-06 which provides for the payment of medical and dental insurance premiums for certain categories of retired employees. ValuaLIU11 Actuarial 'RWASSeMW nf undeM . - . Date Liability Values Liability Ratio 6/30/2014 Under Review 0.0 Under Review 0.0% 6/30/2012 41.7 0.0 41.7 0.0% �6/30/2010 25.5 0.0 25.5 0.0% • GAS 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pension Plans, becomes effective Fiscal 2018. — The unfunded OPEB liability is to be recorded on the City's books in Fiscal 2018 consistent with the pension liability on the City's books in Fiscal 2015. — This could cause a negative impact on city-wide net position. — City intends to establish a trust through CalPERS for fund management and accounting of OPEB liability. OPEB Funding Comparison (In $ Millions) UnfundedSCPPA Latest Published Actuarial ��Asset Funded �� . rS ValuationDate Liability Va!4W Liability Ratio Anaheim 7/1/2013 $ 237.2 $ 74.0 $ 163.2 - 31.2% Azusa 6/30/2013 32.6 $ - $ 32.6 0.0% Banning N/A $ - $ - $ - 0.0% Burbank 6/30/2013 7 42.6 $ 28.6 59.9% Cerritos 7/1/2013 $ 31.7 $ 27.5 $ 4.2 86.8% Colton 6/30/2013 30.3 - $ 30.3 0.0% Glendale 6/30/2013 $ 214.0 $ - $ 214.0 0.0% LADW P 7/1/2014 $ 1,950.0 $ 1,490.0 $ 460.0 76.4% Pasadena 6/30/2014 $ 26.9 $ - $ 26.9 0.0% Riverside 6/30/2013 $ 47.2 $ $ 47.2 0.0% Vernon 7/1/2012 $ 41.7 $ - $ 41.7 0.0% Average Funding Ratio of All Plans 23.1% • Updated valuation report is forthcoming by December 2015. Additional Comments • Each department is closely monitoring its revenues and expenditures against their budget. • Long-term financial planning is continuing to be refined to include impacts of pension and OPEB. • Annual audit is in progress with no significant findings. C LAB M FOR DAMAGES RESERVE FOR RUNG STAMP TO PERSON OR PROPERTY CLAiuI Ko_ INSTRUCTIONS t. CULkm kw dsm&t i*rY 10 Pw*^or to O&r&xVjj Pr VWW ast be tied not Maser ■� i m s asm ft Ater the oc+aFMCC 40OV, Cfe a Sec.. 911-Z 2- CWas kw dwnaom'to r"pncpWY sridllor h of coat-aM mltst be �I ED Mod Fiat later than 1 year after dve o c urnmmce(Gov.Coda Src, 91111 tSee pope 2 cw dwgram apon which to locals pFac e d aodds t. NoV 0 & This dai►a form rmst be*W*d on ~ 2 at Whom L AUN*s.PwWm Wets,0 osa.aaa►Y.fao WWO full details. SHIN EACH SHEET 7. Chair+►mk4d be eked wit3t Ckr 00&{Gov. Cads S&C—2158) Ta CITY OF VERNON CITY COUNCIL. Nears at cu irrwd Age of Ctai=(K aNWA prieaoet� .derrick Torres i City sea scats FhJrllbar Bu mumss Address d Cb&mnt e HkAwi4m Tsls1,r N 4305 Santa Fe Avenue ,,Fr non CA 40058 323 583-8811 Dire ad&sss to whk;t yeu desire rtoumn or com wniestiaria to be sent regardtnv this added Helena S. Wise 1907 W. Burbank Boulevard, Suite A, Burbank, California 91505 How did DAMAGE or INJURY occur7 hire lull PRAbctftm SEE ATTACFR ENT When did DAMAGE or%N JURY 00aw4 Give K A prrbcuLw%,data. torn of day- SEE ATTACHMENT Whom did DAMAGE or INJURY cc=0 Desc*s fft and kma to on diagram on nroarse fide of this sheet wham appr+oorIMMS, give strae+ netts and address w1od ammm raa MU barn kandrawrkw SEE ATTACHMENT What par`a Lm ACT or OLOSSK)N davou dsim Cauca 00 in]tiryardsrttarge?Give names of Gary empto'yees causir+9 ihd lnJ m or dwmvt if know i` SEE ATTACHMENT What DAMAGE or INJUMES do you cisim rewAte& Gird full extea of iryuriea cw dan*W CUc %S& SEE ATTACHMENT VRW AMOUNT do you chm d each item d frroM ar dswepa a3 d data of pressngilw of thq c%mwk gWkV bssea d oon►Mt ift)[ SEE ATTACHMENT G we ESTIMATED ALTO UNTss tmm loi -Wu claim on arrourM d*am hmnof pvepeefi+rem urY ordsmsqkQbArQ 4isbol compubom SEE ATTACHMENT Imang ee WNee^N wakwa!, p arm.amM rumne of heureapa Conmpenf Except for medical insurance coverage as City employees and visits to Occupational Health, none. Gmaraplaees do M aameaa d Smuffflat ar NPRIM 031111110—FAM4 IAreoaral Amounts of expenditures are in possession of the City. Nara and admM Of WMessR DWOM Red lfesaat/c SEE ATTACHMENT READ CAREFULLY Far as Wejour t Calms pface on foaarrlg diagram dams of 2"ets.etdndng North Eat.South and West IndiMe parr of acddard by-7C and by akwN house reaebers or distz n a to streal Can Ws K Cey Vehi waa wr d ad d"ruste by etter'A'40carfon d CRY vehide when you fast saw it and hv'W loraban of WMsea or yoW w hide Men you first sear CNy amoW bcaffon Of GtY veNCte W time of Accident by-A-1'and tooaNuri of ydnes or your vaNde of Me time of aectdent by'61' and Me point of Impact by'V NOTE it 6epmars do rot at due a uafioh eumh Mrate a proper daMam sipmed by dainart FOR AUTOMOBILE ACCIDENTS 7 L 7A '77 /"- F FOR OTHER ACCIDENTS I L sIDEWALK Cu fat a CURB PARKWAY ID ALK 7 rF Siprnelure of clamant or ners,am filing as W Mfua, piano Typed Name: Date: to Cainam' Jerrick Torres October 29, 2015 as to oekdYm vMeroath. Presataam dafalx dais isalebrcy. CLAIMS MUST B=� � (GM CODE SEC 915a). Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 1 of 9 Description of Damages, Injuries and Responsible Parties. Commencing in 2013 and on a continuous basis ever since, the City of Vernon, by and through Human Resources Director Theresa McAllister also serving as the City's Safety Officer, City Attorney Hema Patel, City Administrator Mark Whitworth and Environmental Health Director Leonard Grossberg have sought to punish employees holding the Senior Environmental Specialist (SES) and Environmental Specialist (ES) classifications, collectively identified herein as SES/ES, and SES Lyndon Ong Yiu and Jerrick Torres in particular. Claimants Ong Yiu and Torres allege that they began to experience retaliation because of their roles in organizing City employees on behalf of Teamsters Local 911, while Grossberg became quite dismissive because Ong Yin also protested Grossberg's selection of David LeDuff to a Deputy Director's position without the City resorting to a competitive examination process. From the time that Claimant Ong Yin was participating in collective bargaining and Claimant Torres' became vocal as the Safety Coordinator for Environmental Health, McAllister and Grossberg intensified their harassment of Claimants because the City's denial of overtime and personal protective equipment to SES/ES employees became an issue. In these regards, Ong Yin and Torres were insisting that illegal practices of denying overtime pay to SES/ES under the Fair Labor Standards Act (FLSA) stop, and that the health and safety of all employees performing hazardous materials assignments and inspections in the City of Vernon be ensured. In the summer of 2013, Claimants sought to correct a decision on the part of City officials, managers and supervisors, including McAllister and Grossberg, which had labeled SES/ES employees as overtime exempt under the Fair Labor Standards Act (FLSA). When Claimants objected to same, the City by and through McAllister and Grossberg initially claimed there were no accurate records of overtime worked, and then claimed very few hours had been worked beyond the normal work day to justify a minimal payment of less than $1,500 for all the SESs. When shown that the City's own database reflected otherwise, the City, much to its displeasure, then had to issue close to $9,000.00 per employee to compensate affected SES/ES employees, including Claimants for overtime wrongfully withheld. Ever since, the City has engaged in a concerted effort and campaign to recoup monies paid by rigging classification studies and denying appropriate salary schedule Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page 2 of 9 placement and pay increases, including cost of living, to SES/ES employees which have been otherwise afforded other City employees due to collective bargaining negotiations. To justify not providing a fair salary to SES/ES, McAllister and Grossberg, falsely, if not criminally stated that SES/ES employees did not perform hazmat inspections and were not exposed to toxic materials. McAllister and Grossberg, with the backing of City Administrator Whitworth, then the immediate past Fire Chief of the City of Vernon, claimed that only Firefighters were exposed to toxic fumes and therefore only firefighters should be in a mandatory respiratory program. Although Claimants agreed that the Fire Department are listed as the first responders, Claimants reminded Whitworth, McAllister and Grossberg of pending felony criminal prosecutions Environmental Health employees, including Claimant Ong Yin and his colleagues were participating in as percipient reporters, inspectors, investigators and responders. Claimants resoundingly refuted McAllister's and Grossberg's claims with actual City Council Resolutions that clearly defined SEES hazmat regulatory functions. Rather than concede same, McAllister then snidely remarked, including in the presence of the State Mediator, that SES/ES employees were not deserving of the requested fair salary placement. Although it was agreed in collective bargaining that the City should revisit the SES/ES pay disputes through the City's Reclassification Policy, the City by and through McAllister and Grossberg have aggravated the situation further by continuing to deny that SES/ES perform any complex inspections, spill investigations or enforcement actions, let alone ever been exposed to toxic chemicals or impermissible levels of diesel fumes, when in fact they are. The City has taken these positions even though Claimants have continued to show that because of the City of Vernon's participation in the Certified Unified Program Agencies (CUPA) program, SES/ES employees have been chronically exposed to toxic chemical and diesel fumes from diesel food delivery truck inspections dating back to Vernon's inclusion within CUPA and Claimants' entire employment periods with the City. N_10 - --0M - = after being primarily responsible for conducting several years of hazmat inspections of facilities with extremely hazardous materials without any City-issued personal protective equipment (PPE), at Exide, one of only two battery recycling facilities west of the Rocky Mountains recycling transportation and industrial batteries, Attachment to Tort Claim Lyndon Ong Yin and lerrick Torres Page 3 of 9 often as many as 25,000 batteries per day. — _ — has also engaged in numerous inspections and investigations of hazardous materials, hazardous waste, mold, releases of toxic inhalation hazards, stormwater, above-ground storage tanks, underground storage tanks, and solid waste recycling facilities, as well as conducted lead paint abatement and contaminated site remediation oversight, largely without any personal protective gear issued by the City of Vernon. Commencing in the Spring of 2014, the City reluctantly started offering PPE, largely due to Torres' insistence about same in Safety Committee Meetings, but has refused to acknowledge that as a CUPA entity such PPE is mandatory, as otherwise specified in Title 8 of the California Code of Regulations, §5192(Q)(3)(D). Also see § 5192(q)(9)(A) and 5144(d)(1)(C) of Title 8 relative to contaminated sites and respiratory hazards. Because of Claimants' persistence that the City's officials, managers, supervisors and representatives have improperly penalized SES/ES inspectors relative to their wages and terms and conditions of employment, McAllister has retorted, without any science or public health background, that other than hazmat inspections which she earlier declared that SES/ES did not conduct, the other functions conducted by the SES/ES employees are non-complex and "simple activities". McAllister has persisted in these claims by seeking to minimize the importance of the other critical public health functions concurrently conducted by SES/ES, including food safety and quality, food poisoning investigations, lead paint abatement, , stormwater compliance, vector control, indoor air quality inspections, occupational health, solid waste management, cross connection controls, animal control, community public health, and groundwater protection. Claimants allege that this has occurred even though McAllister s advisers, namely EH Director Grossberg and EH Deputy Director LeDuff, are well aware of the importance of said programs as well as the educational background and training of not only Vernon's employees, but those holding similar jobs at substantially greater rates of pay in outlying local and county governments where inspectors focus on single disciplines, unlike the multidisciplinary expertise required of SES/ES inspectors in the City of Vernon. As a consequence, additional biased classification studies were commissioned by McAllister, with the last such study issued by McAllister on May 4, 2015. Claimant Ong Yin advised McAllister of the falsity of same, including the fact the City was Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page 4 of 9 continuing to ignore official documentation submitted by Claimants showing the history of hazmat inspections, the criminal prosecutions SES/ES have played instrumental roles in, and the substantial public policies implicated in each of Environmental Health's programs. Shortly thereafter both McAllister and Grossberg announced that SES/ES employees are no longer covered by a Mandatory Respirator Protection program, and that the Respiratory Fit test would no longer be required because of the voluntary program provisions indicated in CalOSHA rules. In fact, Grossberg announced in an EH staff meeting on May 27, 2015 that all work areas and functions performed by SES/ES are safe and do not require City-issued PPE. Contrary to professional standards, Grossberg wrongly insisted that the Claimant's weeklong HAZWOPER classroom training was the only tool and training Claimants needed to protect themselves from invisible and odorless toxic chemicals and fumes. Jerrick Torres, as the designated participant in the City's Safety Committee, and Lyndon Ong Yiu, as a Senior Environmental Specialist, have verbally and in writing objected to said determinations, as well as contacted OSHA, to their ongoing detriment. Claimants' direct knowledge of the hazmat inspections conducted, their discussions with OSHA, and the actual toxic chemical and diesel exposures to which SES/ES employees are subjected on a regular basis as part of theirjob duties have been flagrantly challenged by McAllister, Grossberg and others who would prefer to be criminally indifferent to the plight of Claimants and their colleagues. Within days of the EH Staff meeting conducted on May 27, 2015, Grossberg issued Claimant Torres a written reprimand, dated June 15, 2015, because Torres' in accordance with the City's Injury Illness Prevention Plan and the previously approved Respiratory Protection Program (RPP) which Grossberg had signed off on, advised affected employees of significant and immediate safety concerns because the RPP was now, according to Grossberg, only voluntary. This retaliatory act was exasperated further when Whitworth, without any discussion let alone conducting an impartial investigation first, condoned the written reprimand and rejected the grievance Torres' had filed seeking rescinding of same. Although Torres' had been instrumental in helping revise the Occupational Health Workplace Injury and Illness Prevention Program for the City of Vernon and had developed, implemented and administered a Respiratory Protection Program in addition to coordinating the assistance of the Fire Department in procuring necessary safety equipment for Environmental Health, . . Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 5 of 9 _ _, even these efforts have been dismantled for SES/ES inspectors due to the blatant and ongoing efforts of Grossberg and McAllister to penalize Claimants for being proactive, let alone daring to engage in protected activities, including freedom of speech, in these and other regards. Since the Spring of 2015, Claimants have also been publicly maligned and falsely accused of intimidating McAllister, while Ong Yin was publicly humiliated when Grossberg on July 30, 2015 was yelling at Ong Yin because of issues which had arisen on the Food Truck Inspections. Claimants have been subjected to interrogations for having raised these issues in the first place, including when accusing Ong Yin of falsely reporting safety issues about diesel exhaust to which SES/ES Inspectors were chronically exposed to over several days in July 2015, even though Grossberg and McAllister had been forewarned about same. On the premise that City Administrator Whitworth stated diesel fumes were not toxic, Grossberg and McAllister declined to intervene in the Food Truck Inspections, as requested by Ong Yin and Torres. As a consequence, all SES/ES employees so assigned were exposed to acute levels of diesel fumes. �— Thereafter various "experts" have been consulted by the City's Occupational Health representatives, only to have their findings contradicted by hygienist evaluations and the toxicologists recommendations which had issued to date. Despite efforts to claim otherwise, acute exposure to diesel fumes in the most recent Food Truck Inspections has been confirmed, even though the City has persisted in accusing Claimant Ong Yin of improperly accessing and operating a detection device during said Inspections. Meanwhile, if not because of revelations made about toxic chemicals and exhaust exposures to Occupational Health, Grossberg on August 25, 2015 suddenly announced that SES/ES employees are to no longer monitor Exide, a Company who has been criminally prosecuted for violating applicable environmental laws and regulations relative to its storage, maintenance and disposal of hazardous materials, even though as a CUPA, such inspections are mandatory. By so doing, Grossberg is jeopardizing the health and safety of the Exide employees, if not the surrounding community's Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 6 of 9 groundwater as well, especially since Exide is paying handsomely for the privilege of installing numerous monitoring wells in and around the Exide plant. Grossberg's decision stands in stark contrast with the City's regulatory obligations mandated by City Code and California's Department of Toxic Substance Control's dependence on EH to oversee the proper construction and decommissioning of wells related to the publicly scrutinized environmental closure of Exide. Claimants would note that Grossberg's sudden announcement that he has reduced the risk of exposure of SES/ES inspectors to lead and other known toxins by restricting SES/ES access to Exide carries with it the reasonable implication that SES/ES employees have been exposed without any PPE, including respiratory protection, ever since their first assignment in or around Exide. More importantly, Grossberg's own documents establish that the levels of lead surrounding Exide have consistently exceeded hazardous waste levels. These recent revelations, however, do not detract from the fact that McAllister, Grossberg and others have impermissibly devalued the worth and role of SES/ES inspectors in ensuring public safety, let alone in fulfilling CUPA responsibilities like their counterparts in other local and county governments. Nor does it detract from evidence that the City artificially inflated the value and worth of the Director and Deputy Director positions overseeing SES/ES classifications. Because of same, Claimants have continued to protest the denial of cost of living increases and the City's actions in misinterpreting effective dates of merit pay which have imparted financial harm to the Claimants and their colleagues, as well as the City's refusal to conduct impartial classification studies for SES/ES inspectors because Grossberg and McAllister have been intent on punishing Claimants. These most recent reprisals and public humiliation are of a continuing nature, with Grossberg and McAllister even seeking to deny leave and benefits to which Ong Yin and Torres were entitled, including under FMLA. In and throughout 2014, Grossberg was questioning Ong Yiu as to why he was adjusting his work hours on days where it was known he had school activities to participate in with his son. Ong Yiu has reason to believe that Grossberg was intending to accumulate a sufficient number of hours of absence to accuse Ong Yiu of abuse of the City's leave policies to discipline if not discharge Clamant Ong Yin, even though certain leave to attend to debilitating back injuries entitled Ong Yin to FMLA leave, yet the City withheld an FMLA eligibility determination until Ong Yiu had to protest same. Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 7 of 9 These events have occurred even though the City had sanctioned early departures for other City employees to attend to their children's school activities, due to Labor Code § 230.8, if not protections found within the FMLA and California's Family Rights Act (CFRA), necessitating that Ong Yiu be proactive to schedule vacation months in advance to accommodate future absences in these regards. Although both Torres and Ong Yiu were ultimately provided FMLA leave for certain medical appointments in 2014, subsequent reprisals show that Claimants remain the victims of unlawful disability discrimination, and have been subjected to continuing harassment and retaliation, albeit of a different form. Claimants have experienced a clearly hostile and offensive work environment for more than two years and especially most recently after showing that the City's findings that the comparable wages being paid to Grossberg and LeDuff are grossly wrong, if not fraudulent and contrary to the promise made by Whitworth to Senator Kevin De Leon regarding the honest establishment of executive salary limits. During a widely publicized political effort to dis-incorporate Vernon primarily due to the executive salary abuses, California Senator Kevin De Leon's rightful support saved the City. He then rightfully demanded that the City undertake good governance reforms which among other critical requirements, included an hottest and transparent establishment of executive salaries. McAllister and Grossberg have likewise expressed displeasure that Claimants have been able to show that the City's "independent" study regarding diesel exposures is contradicted by scientific studies, basic facts, industrial hygienist evaluations and toxicologists recommendations. The City has also further Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page S of 9 endangered SES/ES inspectors by implementing a necktie policy in violation of OSHA's safety regulations, while also denying critical training as well. Damages: Both Claimants believe their economic damages due to an inappropriate classification and the denial of cost of living easily exceeds $20,000.00, annually, including due to an impact upon their retirement benefits as well. ——._ — largely due to the criminal indifference of the City's representatives. The confirmation of acute exposure and � _— demonstrates that these damages could easily exceed one million dollars. Emotional distress damages in a like sum is also sought, along with punitive damages. Witnesses: In addition to the named management representatives of the City of Vernon, employees of the City, including Karina Rueda, Marisol Trujillo, Linda Smith, Elizabeth Zepeda, and Linda Johnson, Mike DeFrank of Public Works, Fire Chief Mike Wilson, Battalion Chief Andy Guth, and Safety Chair Jerry Winegar, have knowledge as well. Claimants have also had contact with various government agencies, including the DOL, DTSC, DFEH and OSHA, with Nora Velasquez, Aida Rojas, Elida Ramirez, Karina L. and Engineering Geologist Todd Wallbom, are aware of same. Teamsters Local 911 Business Representative Carlos Rubio, 9900 Flower Street, Bellflower, California 90706, likewise has knowledge of these events. Additionally, the following Physicians and Occupational Health Experts have knowledge: Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page 9 of 9 TE � .� ■ ifr - 0 -- M�� CLAIM[ FOR DAMAGES RESERVE FOR RUNG STAMP TO PERSON OR PROPERTY CLAIM NO INSTRUCTIONS v Clams for d esM,TRrrf La Peraan or to permonW prey must be%5d nit Ww than a mon is after the occurrence. (Goer. Code Sec. 911.E 2- Ctatmafor denlegm to feat prOP" arugor breach aF v000b attar be RECEIVED tiled not later Own 1 f-+r after dw occAmrrence(Gov.Coda Sac. 911.2) 3 Read'Nth dalm beFora f1k1% A- Sae pup 2 for dWgram upon►ehica to lockla 08m of acddern N O V 0 2 2015 & TrtA cWm form must be signed on fru9'u 2 at bottom �p}t! (�++�1C[�+Ez Attach sepame*meta.If noom aarl.to m laid detaes. SIGN EACH Stiff! (�1TV�'L�11�}J V f 1 IUE 7. C n must be f'rW with City tit (Gpr. Coda S 915e) {V 11!!�t TCt G" OF VERNON C" COUNCIL AGO Cd chwmant(u natuml pmmo Lv.uAo Hama Address of CAWRaW City and state Address & Cadenant ai owne Numbot 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 131M0 MAID m to mooch You chairs notices or commnrsicatiorm to be sent r*W 2 g whia alalae Helena S. Wise 1907 W. Burbank Boulevard, Suite A, Burbank, California 91506 Hm dd DAMA13E or 1NJLMY occur) Gina Full aar►tdam SEE ATTACHMENT Whm did DAMAGE or INJURY ovum Gne rue WbmL&m date. tirrw of dw SEE ATTACHMENT Whom diid DAMAGE or HJ1URY occur? Desrxta NOV,end#Wears on d gnun on i ova se side of this Sheet,where appraxinwata give atreew rr mes and addran and wmasurrraemts from landmarkv SEE ATTACHMENT VMIsaR pwbowimr ACT or O1rU$fi*N do you dalm caLmLed tlse inAWY or damage? Gnm rsarsiee d C1ty arnplayees Caetsing the w4ury or dwt rdKn It IQlarrrt SEE ATTACHMENT What DAMAGE or INJURIES do ym ddm remu teC G,a lull exterst of injwies or damages dainrsd: SEE. ATTACHMINT VW%M AMOUNT do you cWm Of each Own cf i >rardamage as d data d P of thisd=n.0wq basis of QWnputBil= SEE ATTACHMENT ,errs ESTIMATED AAA Wt4T as tr as bow ym clam an accountateschkmnafpnmocfiftbvueyordanke^gwft basis d oornput tim SEE ATTACHMENT hYSIdanm payments receWed, Y anv and name of 1raLranow Co+%arrtr. Except for medical insurance coverage as City employees and visits to Occupational health, none. aquas made an aoaowd of aackWd or k+iurY{Gate-4=4 {Amouno Amounts of expenditures are in possession of the City. Nw and address d W anssm Doer m and++ospdalx SEE ATTACHMENT RF..AD CANEFLILLY For an-aeddw cWn s otaee on kM&&iV gag ram nallm at seeM tnctudtng Nod1k East SodIK and West W dttata 0aw d srsi WI byr r and by shmn hmm rnue)era or Ssrsaaes to str"corners, IN l Ry verroie vas trnnired dwV note by Doter'A'location of Ctty v&4k:o wtlmtt you first oa r M and by-W totbon d vouraall or Yaw rel=e mown v=int saw Ctty vehckK btNtbn or City►rahkft aI t9wne of secidord by`A-I'and Ixation of yoursall or your vehicM at the bme ad aoNdetl by-9-1~and Ihw point of i Vea by'K' NaM H dbprams do v of Itk VA sktodoin attadi hw *o a p opw ding w WgrAd by dhi wk FOR AUTOMOBILE ACCIDENTS 7A \ FOR OTHER ACCIDENTS SIDEWALK CURB CUMB N PARKWAY SIDEWALK 77 rl 11 Typal Flinn: Gat to Lyndon Ong Yiu October 29, 2015 14-:1-ARMA is maybe to b!axxmtned eaio Vwk c WAm unt#er oath RraeeMatian of a taJse Glom i#a felony. MUST BE S7LCIO)W�CfTY CLERK[GW. cooE sec.,a1 Sa1. Attachment to Tort Claim Lyndon Ong Yin and 7errick Torres Page 1 of 9 Description of Damages, Injuries and Responsible Parties: Commencing in 2013 and on a continuous basis ever since, the City of Vernon, by and through Human Resources Director Theresa McAllister also serving as the City's Safety Officer, City Attorney Hema Patel, City Administrator Mark Whitworth and Environmental Health Director Leonard Grossberg have sought to punish employees holding the Senior Environmental Specialist (SES) and Environmental Specialist (ES) classifications, collectively identified herein as SES/ES, and SES Lyndon Ong Yin and Ierrick Torres in particular. Claimants Ong Yin and Torres allege that they began to experience retaliation because of their roles in organizing City employees on behalf of Teamsters Local 911, while Grossberg became quite dismissive because Ong Yiu also protested Grossberg's selection of David LeDuff to a Deputy Director's position without the City resorting to a competitive examination process. From the time that Claimant Ong Yin was participating in collective bargaining and Claimant Torres' became vocal as the Safety Coordinator for Environmental Health, McAllister and Grossberg intensified their harassment of Claimants because the City's denial of overtime and personal protective equipment to SES/ES employees became an issue. In these regards, Ong Yin and Torres were insisting that illegal practices of denying overtime pay to SES/ES under the Fair Labor Standards Act (FLSA) stop, and that the health and safety of all employees performing hazardous materials assignments and inspections in the City of Vernon be ensured. In the summer of 2013, Claimants sought to correct a decision on the part of City officials, managers and supervisors, including McAllister and Grossberg, which had labeled SES/ES employees as overtime exempt under the Fair Labor Standards Act (FLSA). When Claimants objected to same, the City by and through McAllister and Grossberg initially claimed there were no accurate records of overtime worked, and then claimed very few hours had been worked beyond the normal work day to justify a minimal payment of less than $1,500 for all the SESs. When shown that the City's own database reflected otherwise, the City, much to its displeasure, then had to issue close to $9,000.00 per employee to compensate affected SES/ES employees, including Claimants for overtime wrongfully withheld. Ever since, the City has engaged in a concerted effort and campaign to recoup monies paid by rigging classification studies and denying appropriate salary schedule Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 2 of 9 placement and pay increases, including cost of living, to SES/ES employees which have been otherwise afforded other City employees due to collective bargaining negotiations. To justify not providing a fair salary to SES/ES, McAllister and Grossberg, falsely, if not criminally stated that SES/ES employees did not perform hazmat inspections and were not exposed to toxic materials. McAllister and Grossberg, with the backing of City Administrator Whitworth, then the immediate past Fire Chief of the City of Vernon, claimed that only Firefighters were exposed to toxic fumes and therefore only firefighters should be in a mandatory respiratory program. Although Claimants agreed that the Fire Department are listed as the first responders, Claimants reminded Whitworth, McAllister and Grossberg of pending felony criminal prosecutions Environmental Health employees, including Claimant Ong Yiu and his colleagues were participating in as percipient reporters, inspectors, investigators and responders. Claimants resoundingly refuted McAllister's and Grossberg's claims with actual City Council Resolutions that clearly defined SEES hazmat regulatory functions. Rather than concede same, McAllister then snidely remarked, including in the presence of the State Mediator, that SES/ES employees were not deserving of the requested fair salary placement. Although it was agreed in collective bargaining that the City should revisit the SES/ES pay disputes through the City's Reclassification Policy, the City by and through McAllister and Grossberg have aggravated the situation further by continuing to deny that SES/ES perform any complex inspections, spill investigations or enforcement actions, let alone ever been exposed to toxic chemicals or impermissible levels of diesel fumes, when in fact they are. The City has taken these positions even though Claimants have continued to show that because of the City of Vernon's participation in the Certified Unified Program Agencies (CUPA) program, SES/ES employees have been chronically exposed to toxic chemical and diesel fumes from diesel food delivery truck inspections dating back to Vernon's inclusion within CUPA and Claimants' entire employment periods with the City. after being primarily responsible for conducting several years of hazmat inspections of facilities with extremely hazardous materials without any City-issued personal protective equipment (PPE), at Exide, one of only two battery recycling facilities west of the Rocky Mountains recycling transportation and industrial batteries, Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page 3 of 9 often as many as 25,000 batteries per day. � T - has also engaged in numerous inspections and investigations of hazardous materials, hazardous waste, mold, releases of toxic inhalation hazards, stormwater, above-ground storage tanks, underground storage tanks, and solid waste recycling facilities, as well as conducted lead paint abatement and contaminated site remediation oversight, largely without any personal protective gear issued by the City of Vernon. Commencing in the Spring of 2014, the City reluctantly started offering PPE, largely due to Torres' insistence about same in Safety Committee Meetings, but has refused to acknowledge that as a CUPA entity such PPE is mandatory, as otherwise specified in Title 8 of the California Code of Regulations, §5192(Q)(3)(D). Also see § 5192(q)(9)(A) and 5144(d)(1)(C) of Title 8 relative to contaminated sites and respiratory hazards. Because of Claimants' persistence that the City's officials, managers, supervisors and representatives have improperly penalized SES/ES inspectors relative to their wages and terms and conditions of employment, McAllister has retorted, without any science or public health background, that other than hazmat inspections which she earlier declared that SES/ES did not conduct, the other functions conducted by the SES/ES employees are non-complex and "simple activities". McAllister has persisted in these claims by seeking to minimize the importance of the other critical public health functions concurrently conducted by SES/ES, including food safety and quality, food poisoning investigations, lead paint abatement, , stormwater compliance, vector control, indoor air quality inspections, occupational health, solid waste management, cross connection controls, animal control, community public health, and groundwater protection. Claimants allege that this has occurred even though McAllister's advisers, namely EH Director Grossberg and EH Deputy Director LeDuff, are well aware of the importance of said programs as well as the educational background and training of not only Vernon's employees, but those holding similarjobs at substantially greater rates of pay in outlying local and county governments where inspectors focus on single disciplines, unlike the multidisciplinary expertise required of SES/ES inspectors in the City of Vernon. As a consequence, additional biased classification studies were commissioned by McAllister, with the last such study issued by McAllister on May 4, 2015. Claimant Ong Yiu advised McAllister of the falsity of same, including the fact the City was Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 4 of 9 continuing to ignore official documentation submitted by Claimants showing the history of hazmat inspections, the criminal prosecutions SES/ES have played instrumental roles in, and the substantial public policies implicated in each of Environmental Health's programs. Shortly thereafter both McAllister and Grossberg announced that SES/ES employees are no longer covered by a Mandatory Respirator Protection program, and that the Respiratory Fit test would no longer be required because of the voluntary program provisions indicated in CaIOSHA rules. In fact, Grossberg announced in an EH staff meeting on May 27, 2015 that all work areas and functions performed by SEYES are safe and do not require City-issued PPE. Contrary to professional standards, Grossberg wrongly insisted that the Claimant's weeklong HAZWOPER classroom training was the only tool and training Claimants needed to protect themselves from invisible and odorless toxic chemicals and fumes. Jerrick Torres, as the designated participant in the City's Safety Committee, and Lyndon Ong Yin, as a Senior Environmental Specialist, have verbally and in writing objected to said determinations, as well as contacted OSHA, to their ongoing detriment. Claimants' direct knowledge of the hazmat inspections conducted, their discussions with OSHA, and the actual toxic chemical and diesel exposures to which SES/ES employees are subjected on a regular basis as part of their job duties have been flagrantly challenged by McAllister, Grossberg and others who would prefer to be criminally indifferent to the plight of Claimants and their colleagues. Within days of the EH Staff meeting conducted on May 27, 2015, Grossberg issued Claimant Torres a written reprimand, dated June 15, 2015, because Torres' in accordance with the City's Injury Illness Prevention Plan and the previously approved Respiratory Protection Program (RPP) which Grossberg had signed off on, advised affected employees of significant and immediate safety concerns because the RPP was now, according to Grossberg, only voluntary. This retaliatory act was exasperated further when Whitworth, without any discussion let alone conducting an impartial investigation first, condoned the written reprimand and rejected the grievance Torres' had filed seeking rescinding of same. Although Torres' had been instrumental in helping revise the Occupational Health Workplace Injury and Illness Prevention Program for the City of Vernon and had developed, implemented and administered a Respiratory Protection Program in addition to coordinating the assistance of the Fire Department in procuring necessary safety equipment for Environmental Health, Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page 5 of 9 __ even these efforts have been dismantled for SES/ES inspectors due to the blatant and ongoing efforts of Grossberg and McAllister to penalize Claimants for being proactive, let alone daring to engage in protected activities, including freedom of speech, in these and other regards. Since the Spring of 2015, Claimants have also been publicly maligned and falsely accused of intimidating McAllister, while Ong Yiu was publicly humiliated when Grossberg on July 30, 2015 was yelling at Ong Yiu because of issues which had arisen on the Food Truck Inspections. Claimants have been subjected to interrogations for having raised these issues in the first place, including when accusing Ong Yin of falsely reporting safety issues about diesel exhaust to which SES/ES Inspectors were chronically exposed to over several days in July 2015, even though Grossberg and McAllister had been forewarned about same. On the premise that City Administrator Whitworth stated diesel fumes were not toxic, Grossberg and McAllister declined to intervene in the Food Truck Inspections, as requested by Ong Yiu and Torres. As a consequence, all SES/ES employees so assigned were exposed to acute levels of diesel fumes. — Thereafter various "experts" have been consulted by the City's Occupational Health representatives, only to have their findings contradicted by hygienist evaluations and the toxicologists recommendations which had issued to date. Despite efforts to claim otherwise, acute exposure to diesel fumes in the most recent Food Truck Inspections has been confirmed, even though the City has persisted in accusing Claimant Ong Yiu of improperly accessing and operating a detection device during said Inspections. Meanwhile, if not because of revelations made about toxic chemicals and exhaust exposures to Occupational Health, Grossberg on August 25, 2015 suddenly announced that SES/ES employees are to no longer monitor Exide, a Company who has been criminally prosecuted for violating applicable environmental laws and regulations relative to its storage, maintenance and disposal of hazardous materials, even though as a CUPA, such inspections are mandatory. By so doing, Grossberg is jeopardizing the health and safety of the Exide employees, if not the surrounding community's Attachment to Tort Claim Lyndon Ong Yin and Jeff ick Torres Page 6 of 9 groundwater as well, especially since Exide is paying handsomely for the privilege of installing numerous monitoring wells in and around the Exide plant. Grossberg's decision stands in stark contrast with the City's regulatory obligations mandated by City Code and California's Department of Toxic Substance Control's dependence on EH to oversee the proper construction and decommissioning of wells related to the publicly scrutinized environmental closure of Exide. Claimants would note that Grossberg's sudden announcement that he has reduced the risk of exposure of SES/ES inspectors to lead and other known toxins by restricting SES/ES access to Exide carries with it the reasonable implication that SES/ES employees have been exposed without any PPE, including respiratory protection, ever since their first assignment in or around Exide. More importantly, Grossberg's own documents establish that the levels of lead surrounding Exide have consistently exceeded hazardous waste levels. These recent revelations, however, do not detract from the fact that McAllister, Grossberg and others have impermissibly devalued the worth and role of SES/ES inspectors in ensuring public safety, let alone in fulfilling CUPA responsibilities like their counterparts in other local and county governments. Nor does it detract from evidence that the City artificially inflated the value and worth of the Director and Deputy Director positions overseeing SES/ES classifications. Because of same, Claimants have continued to protest the denial of cost of living increases and the City's actions in misinterpreting effective dates of merit pay which have imparted financial harm to the Claimants and their colleagues, as well as the City's refusal to conduct impartial classification studies for SES/ES inspectors because Grossberg and McAllister have been intent on punishing Claimants. These most recent reprisals and public humiliation are of a continuing nature, with Grossberg and McAllister even seeking to deny leave and benefits to which Ong Yin and Torres were entitled, including under FMLA. In and throughout 2014, Grossberg was questioning Ong Yiu as to why he was adjusting his work hours on days where it was known he had school activities to participate in with his son. Ong Yiu has reason to believe that Grossberg was intending to accumulate a sufficient number of hours of absence to accuse Ong Yiu of abuse of the City's leave policies to discipline if not discharge Clamant Ong Yiu, even though certain leave to attend to debilitating back injuries entitled Ong Yiu to FMLA leave, yet the City withheld an FMLA eligibility determination until Ong Yin had to protest same. Attachment to Tort Claim Lyndon Ong Yin and Jerrick Torres Page 7 of 9 ._ - These events have occurred even though the City had sanctioned early departures for other City employees to attend to their children's school activities, due to Labor Code § 230.8, if not protections found within the FMLA and California's Family Rights Act (CFRA), necessitating that Ong Yiu be proactive to schedule vacation months in advance to accommodate future absences in these regards. 0IMMEMIMEMMNEsI ME = IMME IMEM _ Although both Torres and Ong Yin were ultimately provided FMLA leave for certain medical appointments in 2014, subsequent reprisals show that Claimants remain the victims of unlawful disability discrimination, and have been subjected to continuing harassment and retaliation, albeit of a different form. Claimants have experienced a clearly hostile and offensive work environment for more than two years and especially most recently after showing that the City's findings that the comparable wages being paid to Grossberg and LeDuff are grossly wrong, if not fraudulent and contrary to the promise made by Whitworth to Senator Kevin De Leon regarding the honest establishment of executive salary limits. During a widely publicized political effort to dis-incorporate Vernon primarily due to the executive salary abuses, California Senator Kevin De Leon's rightful support saved the City. He then rightfully demanded that the City undertake good governance reforms which among other critical requirements, included an honest and transparent establishment of executive salaries. McAllister and Grossberg have likewise expressed displeasure that Claimants have been able to show that the City's "independent" study regarding diesel exposures is contradicted by scientific studies, basic facts, industrial hygienist evaluations and toxicologists recommendations. The City has also further Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 9 of 9 endangered SES/ES inspectors by implementing a necktie policy in violation of OSHA's safety regulations, while also denying critical training as well. Damages: Both Claimants believe their economic damages due to an inappropriate classification and the denial of cost of living easily exceeds $20,000.00, annually, including due to an impact upon their retirement benefits as well. 0_ —largely due to the criminal indifference of the City's representatives. The confirmation of acute exposure and�_ — demonstrates that these damages could easily exceed one million dollars. Emotional distress damages in a like sum is also sought, along with punitive damages. Witnesses: In addition to the named management representatives of the City of Vernon, employees of the City, including Karina Rueda, Marisol Trujillo, Linda Smith, Elizabeth Zepeda, and Linda Johnson, Mike DeFrank of Public Works, Fire Chief Mike Wilson, Battalion Chief Andy Guth, and Safety Chair Jerry Winegar, have knowledge as well. Claimants have also had contact with various government agencies, including the DOL, DTSC, DFEH and OSHA, with Nora Velasquez, Aida Rojas, Elida Ramirez, Karina L. and Engineering Geologist Todd Wallbom, are aware of same. Teamsters Local 911 Business Representative Carlos Rubio, 9900 Flower Street, Bellflower, California 90706, likewise has knowledge of these events. Additionally, Elie following Physicians and Occupational Health Experts have knowledge: =WEE Attachment to Tort Claim Lyndon Ong Yiu and Jerrick Torres Page 9 of 9 M REM �.�. �r�ONE RECEIVED RE Nov 1 0 2015 NOV 2 CITY ADMINISTRATION CITY CLERK'S OFFICE STAFF REPORT FINANCEITREASURY DEPARTMENT DATE: November 10, 2015 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director �j RE: Ratification of the City Warrant Registers for City Council Agenda of November 17, 2015 It is recommended that the ratification of the following warrant registers to record the following voided checks be considered at the City Council meeting of November 17, 2015. 1. City Warrant Register No. 1425 to record voided Check No. 347595 in the amount of $12.20 issued 05/19/15 to Diaz, Cerissa. CITY OF VERNON ACCOUNTS PAYABLE CHECK NO. 34755 w4C CENLUBM VATS Ro "SEa ot2acRP 13re Msriaurn AmoLwr 041315 04/13/2015 EXPENSE ALLOWANCE 0.00 12.20 1\1-) f ,-1juAC w � Qi4It 1 .Y'I( 12.20 PLC E rkH hFORE DEPOSITING WAKE Tr/6Cktfti +-•y� City of Vernon EMTWr8T RkW z[wG rat.=irx3iarx DR.2wp F4op1 ¢'r `- 4305 Santa Fe Ave SAN MARM CA GilaL 212.1 Vernon,CA 90058 i. (323)583-8811 p DATE „ CHECk:. uFrr ►* 000741 05119120/5 347505 12.20 PAY Twelve Dollars and Twenty Cents TO THE DIAZ, CERISSA ORDER 1331 CARMELA LANE OF LA HABRA, CA 90631 1 _ IC,0py COP? ( 0F) GOPN COPY f EC FERVED 4 ECEIVED * ° = R NOV 12 2a15 ��t� CITY CLERK'S OFFICE NOV 1 0 2015 STAFF REPORT CITY ADMINISTRATION FINANCE/TREASURY DEPARTMENT DATE: November 10, 2015 TO: Honorable Mayor and City Council FROM: William Fox Finance Director W RE: City Payroll Warrant Register for City Council Agenda of November 17, 2015 It is recommended that the attached Payroll Warrant Register No. 713 be approved at the City Council meeting of November 17, 2015 Payroll Warrant Register No. 713 totals $4,428,916.78, and covers claims and demands presented for October 1, 2015 to October 31, 2015, drawn from East West Bank, Payroll Account. The following list details the components of Payroll Warrant Register No. 713: 1. Ratification of direct deposits, checks and taxes totaling $3,106,488.34; and 2. Checks and electronic fund transfers (EFT) paid through General bank account totaling $1,322,428.44. Raquel Franco 1 11110/201 5 2:03 PM PAYROLL WARRANT REGISTER City of Vernon No. 713 Month of October 2015 1 hereby Certify: that claims or demands covered by the This is to certify that the claims or demands above listed warrants have been audited as to accuracy covered by the above listed warrants have been and availability of funds for payments thereof; and that audited by the City Council of the City of Vernon said claims or demands are accurate and that funds are and that all of said warrants are approved for pay- available for payments thereof. ments William Fox DATE Director of Finance DATE Date: Page 1 of 1 Payroll Warrant Register Memo As:Warrant Payrolls reported for the month of October: 09/06/15 -09/19115, Paydate 10/01/16 09/20/15 - 10/03/15, Paydate 10/15/16 09/20/15 - 10/03/15, Paydate 10/15/16 10/04/15 - 10117/15, Paydate 10/29/16 Payment Method Date Payment Description Amount Checks 10/01/15 Net payroll, checks $ 20,081.21 ACH 10/01/15 Net payroll, direct deposits 756,002.17 ACH 10/01/15 Payroll taxes 216,755.03 Checks 10/15/15 Net payroll, checks 19,627.52 ACH 10/15/15 Net payroll, direct deposits 812,424.15 ACH 10/15/15 Payroll taxes 251,484.44 ACH 10/15/15 Net payroll, direct deposits 4.120.00 ACH 10/15/15 Payroll taxes 2,123.09 Checks 10/29/15 Net payroll, checks 18.874.88 ACH 10/29/15 Net payroll, direct deposits 780,646.67 ACH 10/29/15 Payroll taxes 224,349.18 Total net payroll and payroll taxes 3,106,488.34 ACH 10/01/15 ICMA 28,266.71 ACH 10/01/15 CalPERS 398,002.74 ACH 10/01/15 California State Disbursement Unit 3,014.72 348901 10/01/15 Sandra Bingman 2,000.00 348888 10/01/15 Franchise Tax Board 180.00 348892 10/01/15 IBEW Dues 2,837.21 348907 10/01/15 Vernon Firemen's Association 3,265.00 348908 10/01/15 Vernon Police Officers' Benefit Association 1,887.60 ACH 10/15/15 ICMA 26,873.27 ACH 10/15/15 CalPERS 411,674.89 ACH 10/15/15 California State Disbursement Unit 3,244.00 349000 10/15/15 Sandra Bingman 2,000.00 349006 10/15/15 Franchise Tax Board 1,288.32 349019 10/15/15 Teamsters Local 911 2,295.00 349020 10/15/15 Vernon Firemen's Association 3,265.00 340921 10/15/15 Vernon Police Officers' Benefit Association 1,887.60 ACH 10/29/15 ICMA 24,801.14 ACH 10/29/15 CalPERS 397,259.75 ACH 10/29/15 California State Disbursement Unit 1,944.57 349172 10/29/15 Franchise Tax Board 1,288.32 349183 10/29/15 Vernon Firemen's Association 3,265.00 349182 10/29/15 Vernon Police Officers' Benefit Association 1,687.60 Payroll related disbursements, paid through General bank account 1,322,428.44 Total net payroll,taxes,and related disbursements $ 4,428,916.78 Page 1 of 1 .a•i1.y ` RECEIVED Nov 12 Z015 NOV 1 0 2015 My CLERK'S OFFICE STAFF REPORT CITY ADMINISTR ON FINANCE/TREASURY DEPARTMENT DATE: November 10, 2015 TO; Honorable Mayor and City Council FROM: William Fox, Finance Director 0� RE: City Warrant Register for City Council Agenda of November 17, 2015 It is recommended that the attached City Warrant Register No. 1436 be approved at the City Council meeting of November 17, 2015. City Warrant Register No. 1436 totals $852,920.80, and covers claims and demands presented during the period of October 27 through November 9, 2015, drawn, or to be drawn, from East West Bank. The following list details the components of City Warrant Register No. 1436: 1 Ratification of wire transfers totaling $431,202.43; 2. Ratification of the issuance of early checks totaling $256,224.37, and 3. Authorization to issue pending checks totaling $165,494.00. CITY OF VERNON k WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 Lko hereby certify that claims and/or demands included in above listed warrant This is to certify that the claims or demands covered by the above listed register have been audited for accuracy and availability of funds for warrants have been audited by the City Council of the City of Vernon and payments and that said claims and/or demands are accurate and that the that all of said warrants are approved for payments except Warrant funds are available for payments thereof Numbers: William Fox Finance Director Date: Primed 11/1012015 2 57 52PM Paqe 2 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.(]_# ISSUED NUMBER AMOUNT STATE BOARD OF EQUALIZATION 011.200250 786.17 Fund 011 -3015 Pmt 093015 1279 011 150199 512.63 Fund 055 -3Q15 Pmt 093015 1279 011 1004 466900 1.20 Fund 011 - 3Q 15 Rounding Adjustment 093015 1279 10/30/2015 1,300.00 MAYER BROWN LLP 011.1002.596200 5,087.50 Independent Reform Monitor 35031026 1280 10/29/2015 5,087.50 ICMA RETIREMENT TRUST 457 011 210220 24,801.14 Deferred Compensation: Payment Ben184885 1281 10/29/2015 24,801 14 CALPERS 011,210240 395,141.74 PERS Contributions: Payment Ben184883 1282 011 210240 238.08 PERS Survivor's Benefit: Payment Ben184883 1282 011,210240 1,879.93 PERS Buy-back: Payment Ben184883 1282 011.1004.502020 -0.14 PERS Contributions: Adjustment Ben184883 1282 11/02/2015 397,259.61 CITY OF VERNON, FSA ACCOUNT 011.100013 49768 FSA- Dependent: Payment Ben184887 1283 011 100013 31193 FSA- Medical: Payment Ben184887 1283 10/29/2015 B09.61 STATE DISBURSEMENT UNIT 011.210260 1,944.57 Child Support: Payment Ben184889 1284 11/02/2015 1,944.57 TOTAL WIRES $ 431,202.43 Printed 11/1012015 2 57:52PM Paqe 3 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT MARIAAYALA 011.1003.596500 542.56 CA League of Cities Annual Conference 100515 349168 10/29/2015 542.56 BNSF RAILWAY COMPANY 020.1084.596200 50 00 SERVICE PERIOD: 08/25/14-08/24/15 14071720 349169 10/29/2015 50.00 CAINE &WEINER COMPANY, INC. 011 1004.596200 4,738,40 Collection Services: Business License 092415VRS 349170 10/29/2015 4,738.40 CERISSA DIAZ 011 1031.596500 9 20 Dispatcher/Terrorism Awareness Course 041315 349171 011 1031.596700 3 00 Dispatcher/Terrorism Awareness Course 041315 349171 10/29/2015 1220 FRANCHISE TAX BOARD 011.210260 180 00 Garnishment: Payment Ben184877 349172 011,210260 1,108.32 Garnishment: Payment Ben184877 349172 10/29/2015 1,288.32 LISETTE GRIZZELLE 011.1026.596700 372.03 CALPELRA Conference 102715 349173 10/29/2015 372.03 HOME DEPOT CREDIT SERVICES 011.1048 520000 526.25 Tools and plumbing hardware.-- 030215VRS 011.0010852 349174 10/29/2015 526.25 MERRIMAC ENERGY GROUP 011.120030 6,67434 Unleaded Fuel. 2152316/2152317 011.0011061 349175 011.120030 1218 CA Enviro/Fed Oil Spill Tax 2152316/2152317 011.0011061 349175 011.120030 9.62 AB32 Fee Phase 3&4 2152316/2152317 011.0011061 349175 011.120030 1,03800 State Gasoline Excise Fee 2152316/2152317 011.0011061 349175 011 120030 3.46 Lust Fee 2152316/2152317 011.0011061 349175 Printed 11110/2015 2 57 52PM Paqe 4 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT MERRIMAC ENERGY GROUP 011 120030 4,536.46 Diesel 215231612152317 011 0011061 349175 011 120030 8.36 AB32 Fee Phase 3&4 2152316/2152317 011.0011061 349175 011 120030 4.93 Federal Oil Spill Tax 2152316/2152317 011 0011061 349175 011.120030 33527 State Diesel Excise Tax 2152316/2152317 011.0011061 349175 011 120030 2.58 Lust Fee 2152316/2152317 011.0011061 349175 011.120030 779.49 2152316/2152317 349175 10/29/2015 13,404 69 POWER DESIGN 011.9019 590110 1,700.00 Annual Preventative Maintenance Plan, 40736 011 0010960 349176 10/29/2015 1,70000 SOUTHERN CALIFORNIA EDISON 011 1048 560000 15.29 SERVICE PERIOD: 09/17-10119 102015 349177 10/29/2015 1529 SULLY-MILLER CONTRACTING CO. 011.1043.900000 118,512.96 Slauson & Boyle Ave Improvements 584218 349178 011.1043.900000 19,570.00 Slauson & Boyle Ave Improvements 584218 349178 10/29/2015 138,082 96 THE GAS COMPANY 0 11.1033 560000 129.98 SERVICE PERIOD: 09108-10/07 090915 349179 011.1033.560000 5.60 SERVICE PERIOD: 09/10-10/06 091215 349179 011 1033.560000 117.29 SERVICE PERIOD: 09/10-10/06 093015 349179 011A033.560000 38.98 SERCICE PERIOD: 09/10-10/08 101215 349179 10/29/2015 291.85 U S HEALTHWORKS MEDICAL 011.1026.502095 264.97 FIRST Ala: J. BLUE 101415 349180 GROUP 10/29/2015 26497 Printed 11/10/2015 2 57 52PM Page 5 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT VCI CONSTRUCTION, INC. 057.1057 596200 7,917.40 FIBER OPTIC CABLING SYSTEM 31409 349181 10/29/2015 7,917.40 VERNON FIREMEN'S 011.210250 3,265.00 Fire House Fund: Payment Ben184875 349182 ASSOCIATION 10/29/2015 3,265.00 ASSOCIATION VERNON POLICE 011 210250 1,887.60 Police Association Member Dues: Ben184873 349183 OFFI Payment 10/29/2015 1,887.60 CAL TECH COPIER, INC. 011 9019.590110 125.00 SERVICE FOR CIR 5180: SERIAL NO: CT54279 349184 11/03/2015 125.00 CHEVRON AND TEXACO 011 1031.570000 185.70 Fuel Charges 45687028 349185 BUSINESS 11/03/2015 185.70 COUNTY CLERK, COUNTY OF L.A. 011 1043.550000 75.00 Notice of Intent/vacation of portion 102915 349186 11/03/2015 75.00 WILLIAM DAVIS 011 1048.530015 370.59 Reimb Possessory Interest Tax- 110215 349187 11/03/2015 370.59 DENNIS EDWARD GULLA 011 1048.530015 18734 Reimb. Possessory Interest Tax- 110215 349188 11/03/2015 187.34 ANTHONY ENCINAS II 011.1031.596500 81.60 Emergency Vehicle Operation Center 092315 349189 11/03/2015 81.60 Printed 11110/2015 2,57 52PM Pape 6 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2016 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT BRANDON GRAY 011 1031.596500 81.60 Emergency Vehicle Operation Center 092315 349190 11/03/2015 81.60 LiSETTE GRI77ELLE 011.1026 596700 82 49 Halloween Event 102915 349191 11/03/2015 82.49 HOME DEPOT CREDIT SERVICES 011 1033.520000 450 47 Small tools& plumbing hardware- 070115 011 0010851 349192 11/03/2015 450.47 JOE A.GONSALVES& SON 011 1002 596200 5,000.00 PROFESSIONAL LEGISLATIVE 25660 349193 REPRESENTATION 11/03/2015 5,000.00 LUZ MARTINEZ 011 1048.530015 184 71 Reimb Possessory Interest Tax- 110215 349194 11/03/2015 184.71 MIKE GARZA JR 011.1048.530015 370 40 Reimb Possessory Interest Tax-- 110215 349195 11/03/2015 370.40 ANDREA NEGRETE 011.1048.530015 162.10 Reimb Possessory Interest Tax- 110215 349196 11/03/2015 162.10 NORTH PARK HOA 011.1048.560000 240 00 Association Dues: 6010 Oak St. 101915 349197 011.1048.560000 240.00 Association Dues: 2915 60th Place 101915(B) 349197 11/03/2015 48000 RICHARD VILLEGAS 011 1031.596700 81 60 Emergency Vehicle Operation Center 092315 349198 11/03/2015 81.60 Printed 11/10/2016 2 57 52PM Paqe 7 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY OH1=CKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT INC AMERICAN MICROIMAGING 011.1041.595200 4,635.98 Scanning Services 47139 349199 11/05/2015 4,63598 AT CONFERENCE, INC. 011 9019 560010 59.99 Phone Conferencing 8417740915 349200 11/05/2015 5999 & BADGE FRAME BAXTERS 011,1033.520000 225.34 Framed Plaque 30268 349201 FRAME WO 11/05/2015 225.34 CALIFORNIA WATER SERVICE CO. 011.1033.560000 110.65 Service Period: 09/24- 10/23 102615 349202 11/05/2015 11065 COUNTY CLERK, COUNTY OF LA 011.1041 410280 2,285,00 rPlanet- Recycling facility 110315 349203 11/05/2015 2,285.00 DIV OF THE STATE ARCHITECT 011 200235 93.00 Report Fee for SB1186-3Qtr 110315 349204 11/05/2015 93.00 FEDEX 011.1024.510000 21.99 Service Period: 10/2015 520834640 349205 011 9019 520000 23.18 Service Period: 10/2015 520834640 349205 11/05/2015 45 17 GE MOBILE WATER INC. ❑11.1033.520000 90.16 Repairs & Maintenance 97934858 349206 011.1033 520000 90.16 Repairs& Maintenance 97935799 349206 011 1033,520000 113.36 Repairs& Maintenance 97941109 349206 011 1033.520000 113.36 Repair& Maintenance 97941155 349206 011 1033 520000 9888 Repairs& Maintenance 97975076 349206 Printed:11110/2015 2 57 52PM Pape 8 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.Q.# ISSUED NUMBER AMOUNT 11/05/2015 50592 JOHN KRISTE 011.1048.530015 452.45 Reimb. Possessory Interest Tax 110315 349207 11/05/2015 452.45 MSW CONSULTANTS 011,1061,595200 14,085.23 Sustainability Services VRN1518 349208 011.1061.595200 1,610 00 Professional Services VRN1519 349208 11/05/2015 15,695.23 CARLOS OURIQUE 011.1031.596500 81.60 Emergency Vehicle Operation Center 093015 349209 11/05/2015 81.60 ROBERT M. STERN 011.1002.596200 1,912.00 Professional Services 110215 349210 11/05/2015 1,912.00 ANA RUEDA 011.1048 466900 274.12 Refund Overpayment Water Bill 110415 349211 11/05/2015 274.12 SOUTHERN CALIFORNIA EDISON 011 1043 560000 78.69 SERVICE PERIOD: 09/15-10/15 102015(a) 349212 11/05/2015 78.69 SWRCB-DWOCP 020.1084 596700 105 00 Cert Renewal: S. Rigg 102813 349213 020 1084.596700 90 00 Cert Renewal: M. Trujillo 102815 349213 11/05/2015 195.00 TRI-CITY MUTUAL WATER 011,1033.560000 157 50 Service Period: 10/15 110115 349214 COMPANY 11/05/2015 157.50 Printed 1111012015 2 57 52PM Paqe 9 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2016 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT VERNON CHAMBER OF 011 1023.550000 10,856 40 2015 Business Directories 7634 349215 COMMERCE 11/05/2015 10,856.40 BRYAN WOODRUFF 011.1048.530015 914.03 Reimb. Possessory Interest Tax— 110415 349216 11/05/2015 914.03 ETIC ENGINEERING INC 011.230210 5,000.00 Refund Permit No. E-2015-0168 Ref000184774 349217 11/05/2015 5,000.00 VERONICA AVENDANO 011 1026 596500 11.27 Halloween expense 110515 349218 11/10/2015 11.27 CALIFORNIA WATER SERVICE CO. 011 1043.560000 67.38 Service Period: 9/24- 10/23 102615(a) 349219 11/10/2015 67.38 CURRENT WHOLESALE ELECTRIC 011.1049,520000 799.63 Electrical and hardware supplies— 237661 011,0010829 349220 11/10/2015 799.63 EXPRESS OIL CO 011,1049 596200 120.00 Oil Products 170533 349221 11/10/2015 120.00 FRED MACFARLANE 011 1002.596200 13,000.00 Professional Services 110915 349222 11/10/2015 13,000,00 INC JEMMOTT ROLLINS GROUP 011 1021 596200 10,000.00 Professional Services 110115 349223 11/1012015 10,000.00 LB JOHNSON HARDWARE CO#1 011 1049,520000 114 23 Plumbing and building hardware— 676769 011.0010833 349224 Printed 11110/2015 2 57 52PM Paqe 10 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT 11/10/2015 11423 BRIAN LINNERT 020.1084.596700 80 00 DWDO Certification Renewal 102915 349225 11/10/2015 8000 BRUCE V MALKENHORST, SR 011 1026.502031 10.00 RX REIMBURSEMENTS 110515 349226 11/10/2015 1000 ORANGELINE DEVELOPMENT 011,1043 596200 5,000.00 Transportation Summit 2015 110615 349227 AUTH. 11/10/2015 5,000.00 SCOTf CAMPBELL CO. 011,1049.590000 575 00 Maintenance& Repair 31251 349228 11/10/2015 575.00 ROBERTO SOUSA 011.1031 596500 156.00 IPICD 10th Annual Conference 102215 349229 11/10/2015 156.00 SOUTHERN CALIFORNIA EDISON 011 1043.560000 3747 Service Period: 10/15 110215(a) 349230 11/10/2015 37.47 UPS 011.1041 520000 111.49 Service Period: 10/15 933312425(b) 349231 020 1084.520000 25.90 Service Period: 10/15 933312425(b) 349231 011.1043 520000 76.07 Service Period: 10115 933312435(a) 349231 011,1033,520000 10 17 Service Period: 10/15 933312435(a) 349231 020.1084.520000 6.92 Service Period: 10/15 933312435(a) 349231 11/10/2015 23055 INC WESLEY M KOBAYASHI DPM 011.1026.502031 10.65 Medical Expense:V Malkenhorst 092515 349232 Printed 11/10/2015 2 5T52PM Paqe 11 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT 11 h 0/2015 10.65 JERRY WINEGAR 011 1031 596500 156.00 ]PICA 10TH Annual Conference 102215 349233 11/10/2015 15600 TOTAL EARLY CHECKS $ 256,224.37 Printed 11110/2015 2 57 52PM Page 12 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT INC ACURA SYSTEMS 011.1036.850000 4,780,00 Part#FWA118- 1426 011 0010889 349234 I NTERNATIONA 011.1036.850000 15000 Modify OS from 64 bit to 32 bit Win 7 1426 011 0010889 349234 011.1036 850000 1,198 00 Havis Tri Pass-through Dock& 1426 011 0010889 349234 011 1036.850000 29000 Upgraded Highter Amp,wide 12-32VDC 1426 011 0010889 349234 011.1036.850000 478.00 Upgrade from 4GB RAM to 8GB RAM 1426 011 0010889 349234 011.1036.850000 280.00 All-in-One WWAN, WLAN, GIPS rooftop 1426 011 0010889 349234 011.1036.850000 290.00 RAM large 2.25" ball knuclke arm kit 1426 011 0010889 349234 011 1036.850000 40.00 Freight 1426 011 0010889 349234 011.1036.850000 67554 Sales Tax 1426 349234 8,181.54 AIRGAS SAFETY 011.120010 504.00 2999-100 Alcohol ISO 99%, UN1219 9044789591 011.0011119 349235 Class Oil 120010 17030 Freight 9044789591 011.0011119 349235 011.120010 4536 Sales Tax 9044789591 349235 719.66 ALL CITY MANAGEMENT 011.1031.594200 41208 School Crossing Guard Services 40544 349236 SERVICES, 011 1031.594200 515.10 School Crossing Guard 40726 349236 927 18 ALLSTAR FIRE EQUIPMENT INC 011.1033.540000 267.05 Haix Structure Boots- 185084 011 0010841 349237 26705 ATHENS INSURANCE SERVICES, Oil 1026.594200 4,916.66 TPA Fees IVC10533 349238 INC Printed 11/10/2015 2 57 52PM Pape 13 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT 4,91666 INC AUL PIPE TUBING & STEEL 011 1046.520000 140 00 36"X48" 11 gauge aluminum sheet 132749 011.0011096 349239 011.1046.520000 12.60 Sales Tax 132749 349239 15260 LLP BURKE, WILLIAMS& 011.1024 593200 1,960.00 Legal Services 193820 349240 SORENSEN 1,960-00 ENVIRONMENTAL HEALTH 011.1060 596550 175.00 Registration Fee: L. Johnson 102615 349241 175.00 CANNON CORPORATION 020 1084.900000 3,814.68 Engineering & Design of Well 21 -- 59806 011.0008022 349242 3,814.68 CENTRAL FORD 011.1046.520000 28.56 FlTZ-13411-F headlight bulb sockets 264260 011.0011076 349243 011.1046.520000 2.86 Sales Tax 1000 264260 349243 3142 INC CHEM PRO LAB 011.1049 590000 210.00 Water Treatment Services 597303 349244 210.00 ERIK CHENG 011 1060.596500 24.15 PAPA Vector Seminar 101315 349245 011 1060 596500 45.43 Vector Training 102115 349245 011 1060 596700 30.00 MVCAC- Bed Bug Seminar 102615 349245 99.58 CNC ENGINEERING 060 6033 900000 4,082.50 Professional Services 13305 349246 Printed 11/1012015 2:57 52PM Paqe 14 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT 4,08250 WESLEY CRUZ 011 1041.596500 84.18 CALBO Training Institute 110215 349247 84.18 INC D&R OFFICE WORKS 011 1049.520000 2,300.00 Wade Display Case,#2075 990241N 011.0011017 349248 011.1049.520000 41500 Optional Lighted Cornice,#2172-5, 990241N 011.0011017 349248 011 1049 520000 150,00 Delivery to Dock 990241N 011.0011017 349248 011.1049.520000 610.00 Freight 990241N 011.0011017 349248 011 1049.520000 257.86 Sales Tax 990241N 349248 3,732.86 THE GOODYEAR TIRE& RUBBER 011 1046 520000 18058 Goodyear assurance tires 42450925 011.0011075 349249 CO 011.1046.590000 3.50 State tire fee 42450925 011.0011075 349249 011,1046.520000 1625 Sales Tax 42450925 349249 011.1046 520000 248.20 P265/60R17 goodyear eagle rs-a tires 42477660 011 0011097 349249 011 1046 590000 350 State lire fee 42477660 011 0011097 349249 011 1046.520000 22.34 Sales Tax 42477660 349249 474.37 DEWEY PEST CONTROL 011.1048.590000 40.00 Pest Control Service 103015VRS 349250 011.1049.590000 171.00 Pest Control Service 103015VRS 349250 011 1033.520000 2700 Pest Control Service- 9676515 349250 011 1033.520000 25.00 Pest Control Service— 9676516 349250 011,1033.520000 25.00 Pest Control Service 9676517 349250 Printed 11/1 W2o15 2 57 52PM Paqe 15 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT DEWEY PEST CONTROL 011.1033 520000 25 00 Pest Control Service 9679069 349250 313.00 DIRECT MICROELECTRONICS 011.1046.590000 299.00 Viper remote start system 5305V 724192 011.0011098 349251 SVC 011,1046.590000 99.00 GM bypass module 724192 011.0011098 349251 398,00 INC EASTERN GROUP 020 1084 550000 200.00 Publishing Services-- 43776 349252 PUBLICATIONS 011.1041.550000 212 50 Publication Fees 43786 349252 412.50 INC FLEMING ENVIRONMENTAL 011.1049 590000 270.00 Maintenance& Repairs 10980 349253 011 1049 590000 475.00 Inspection Services 10998 349253 745.00 FLORENCE FILTER 011.120010 83.76 1631-914 Pleat Filters, 12P-40B, 14"X 976991N 011.0011112 349254 CORPORATION 011.120010 88.80 1631-966 Pleat Fillers, SC-408, 20"X 976991N 011.0011112 349254 011.120010 696.00 1631-998 Bag Filter, 8P, 85%, 24"X 976991N 011 0011112 349254 011.120010 72.20 Freight 976991N 0110011112 349254 011 120010 78A7 Sales Tax 976991N 349254 1,018.93 INC GOLDEN BELL PRODUCTS 011.120010 474.00 1898-100 D-Chlor Tablets, 145 tablets 15370 011 0011118 349255 011 120010 480.00 2999-200 Sewer Clean 350, 50 lbs. per 15370 011.0011118 349255 011.120010 85.86 Sales Tax 15370 349255 Printed 11/10/2015 2 57 52PM Pape 16 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK - VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT 1,03986 CORP GTO AUTO GLASS 011 A046.590000 85.00 Labor only to reseal rear window W0478633 011,0011095 349256 8500 INC HAUL-AWAY RUBBISH 011.1043 596200 950.69 Trash Disposal Service 59XO0240 349257 SERVICE 95069 HD SUPPLY WATERWORKS LTD 011 120010 378.40 3062-165 6" Stargrip M.J. Restainer E619277 011 0011083 349258 011 120010 733.20 3062-220 10"Stargrip M.J. Restrainer E619277 011 0011083 349258 011.120010 1,616.24 3088-950 Mueller 6"Gate Valves, M.J. E619277 011.0011083 349258 011 120010 1,287.07 3088-970 Mueller 8"Gate Valve, M J., E619277 011 0011083 349258 011.120010 361 34 Sales Tax E619277 349258 4,376.25 HDL COREN & CONE 011.1004,596200 1,250.00 Contract Services Properly Tax 22082IN 349259 1,250.00 ALFONSO HERNANDEZ 011.1041 596500 75.67 CALBO Training Institute 110215 349260 75.67 HUNTINGTON PARK RUBBER 011.1003 520000 12.55 NAME PLATE- 272517IN 011.0011014 349261 STAMP 011.1003 520000 1255 NAME PLATE- 272517IN 011 0011014 349261 011.1003.520000 12.55 NAME PLATE- 272517IN 011.0011014 349261 011.1003.520000 12.55 NAME PLATE- 272517IN 011.0011014 349261 011.1003.520000 12.55 NAME PLATE- 272517IN 011.0011014 349261 Printed 11110/2015 2 57 52PM Page 17 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT HUNTINGTON PARK RUBBER 011,1026 520000 12.55 NAME PLATE— 272517IN 011.0011014 349261 STAMP 011.1003 520000 1159 NAME PLATE— 272517IN 011.0011014 349261 011.1003.520000 6.69 Sales Tax 272517IN 349261 011.1026.520000 1.13 Sales Tax 272517IN 349261 9471 ICE MACHINE SALES& SERVICE 011 1049 520000 1,686.00 Ice-O-Matic model#ICEU 1 50HA cube ice 167847IN 011.0011056 349262 CO 011 1049,520000 67.00 Ice-O-Matic model filter IF 14C, 167847IN 011.0011056 349262 011.1049 520000 166.54 Sales Tax 9.5% 1678471N 349262 1,91954 IGOE &COMPANY INC. 011.1026 594200 200.00 Administrative Fees 137035 349263 20000 IMPERIAL SUPPLIES, LLC 011 120010 232.32 0623-100 I-Jaguar Safety Glasses- MX7626 011 0011113 349264 011 120010 355.20 0623-110 Imperial Safety Glasses- MX7626 011.0011113 349264 011 120010 5288 Sales Tax MX7626 349264 640.40 JCL TRAFFIC SERVICES 011 1043 520000 1,24950 Type I Wood& Metal Barricade, Stencil: 81836 011.0011085 349265 011.1043 520000 1,312.50 D-Cell Amber Flasher, item 81836 011.0011085 349265 011 1043.520000 4000 Freight 81836 011.0011085 349265 011 1043.520000 234.18 Sales Tax 81836 349265 2,83618 Printed 1111012015 2:57 52PM Paqe 18 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT JOHN T JU, O D. 011.1031 502030 200.00 Vision Benefits: A. Calleros 101915 349266 200.00 INC KENNEDY NAMEPLATE 011 1049.520000 362.88 .040 X 8 00 X 10 00, 260 Alloy Brass, 72970 011.0011045 349267 COMPANY 011 1049.520000 32.66 Sales Tax 72970 349267 395.54 DAVID LEDUFF 011.1060.502030 135.00 Vision Benefits: Spouse 101315 349268 135.00 LEXIPOL, LLC 011.1033.596700 7,05000 Subscription Base Policy Management 14893 011.0011084 349269 7,05000 LIEBERT CASSIDY WHITMORE 011 1024.593200 64000 General Matters 1411200 349270 011.1024.593200 1,020.00 Malkenhorst CaIPERS Admin. Appeal 1411202 349270 011.1024 593200 11,589.43 Malkenhorst B of C. Complaint Appeal 1411203 349270 011 1024.593200 25.50 Jerry Chavez Discipline 1411204 349270 011.1024,593200 2550 Celestino Chavez Discipline 1411205 349270 011.1024.593200 1,785.00 Jerrick Torres Investigation 1411206 349270 15,085.43 LIFE-ASSIST, INC 011.1033.520000 1,519.71 Medical Supplies-- 728236 011 0010848 349271 1,519.71 CORP LITTLEJOHN REULAND 020,1084 590000 3,90423 Labor& Material for Water Dep- 47724 349272 020.1084 590000 7,505.52 Labor and Material for Water Dep.- 47725 349272 Printed 11/10/2015 2 57 52PM Page 19 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT 11,409,75 LN CURTIS & SONS 011.1033.540000 1,234.16 G-Xtreme Turnout Gear-- 136188800 011.0010849 349273 011 1033 540000 2,024.00 SCBA Maintenance Services— 616161600 011.0010847 349273 3,25816 LOS ANGELES COUNTY TAX 011 1004 530015 5,279 48 Property Tax 7/15-6116— 091915 349274 5,27948 LLC MARGARET STERN 011 1026 596700 4,000.00 Curriculum Development&Workshop 1049 349275 4,00000 MAYWOOD CAR WASH 011 1031 570000 327.50 CAR AND TRUCK WASHING SERVICE-- 718 011.0010823 349276 011.1043 570000 16.00 Car Wash Service— 721 011 0010873 349276 020 1084 570000 41 00 Car Wash Service-- 721 011.0010873 349276 384.50 ANA MELENDEZ 011.1043 596500 42,09 CALBO Training Institute 110215 349277 4209 MELVYN GREEN &ASSOCIATES, 011.1041 595200 3,821.03 Plan Check Services 13808 349278 INC 3,821.03 ,FAMES MOORE 011.1041.596500 102.35 CALBO Training Institute 110215 349279 10235 LLC PACIFIC PRODUCTS& 011 1043.520000 595.38 Phoenix Sign Stand, item#90018. 20087 011.0011087 349280 SERVICE Printed 11110/2015 2:57 52PM Pape 20 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT LLC PACIFIC PRODUCTS & 011 1043 520000 73 14 2" Square, 14 gauge X 6' Perforated 20087 011.0011087 349280 SERVICE 011.1043,520000 612.32 Orange Urbanite Pedestrian Barricade, 20087 011.0011087 349280 011.1043.520000 178.27 Freight 20087 011.0011087 349280 011,1043,520000 115.28 Sales Tax 20087 349280 1,574.39 PEGASUS INTERPRINT 011 1031 520000 2,629.94 "NOTICE TO APPEAR" Citation Books 105001 011.0011055 349281 011 1031 520000 4650 Freight 105001 011.0011055 349281 011.1031.520000 236.69 Sales Tax 105001 349281 2,91313 PURE WATER SCIENCE, LLC 011.1049.520000 2,426.34 Water System Rental 25024 349282 2,42634 WENCESLAO REYNOSO 011 1041 596500 82.80 CALBO Training Institute 110215 349283 82.80 INC RICHARD P GUESS MD 011 1033.596200 750.00 Medical Director Fee 101315 349284 75000 RICHARDS,WATSON&GERSHON 011.1024.593200 320.54 Permit Petition: LA MS4 203641 349285 320.54 INC SAN DIEGO POLICE 011 1031,520000 299.00 Firearms Training Ammunition- 620027 011.0011115 349286 EQUIPMENT 011.1031 520000 16.48 Freight 620027 011.0011115 349286 011.1031 520000 26.92 Sales Tax 620027 349286 Printed 11/1012015 2 57:52PM Paqe 21 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY _ NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT 342.40 SC FUELS 020.1084.520000 2,70600 G-ST Oil ISO- 55 gallon drums, stock 439655IN 011.0011052 349287 020.1084.520000 -45.00 Drum return,#MSRTNDRMC001 439655IN 011.0011052 349287 020 1084.520000 75.00 Drum Deposit Fee, 439655IN 011.0011052 349287 #DRUMDEPOSITC001 020 1084.520000 992 Fuel Surcharge 439655IN 011 0011052 349287 020.1084.520000 12.95 Regulatory Compliance Fee 439655IN 011 0011052 349287 020 1084.520000 245.60 Sales Tax 439655IN 349287 3,004.47 STACY MEDICAL CENTER 011.1031.594200 360.00 Pre-Booking Exam 521113745 349288 360.00 SWRCB ACCOUNTING OFFICE 011.1043.596200 2,542.25 Large Water System fees LW1001796 349289 2,542.25 STERICYCLE INC 011,1031 520000 292.89 Medical Waste Services 3003188777 349290 292.89 KENT STEVENSON JR 011.1031 520000 244.92 Packaging Supplies for Southwest 102915 349291 24492 SUPERIOR CT OF CAL OF LA 011 1031.594200 125.00 Parking Citation: 9115 102115 349292 125.00 SUREFIRE, LLC 011,1031.520000 1,139.00 Item No SF72-BB— 2065502 011.0011121 349293 011 1031 520000 20,00 Freight 2065502 011 0011121 349293 Printed 11/10/2015 2 57 52PM Pape 22 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK F VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P_0_9 NUMBER AMOUNT SUREFIRE, LLC 011.1031.520000 102.52 Sales Tax 2065502 349293 1,261.52 TENNANT SALES& SERVICE CO 011.1046.520000 195.90 09600n side brush 913402081 011 0011080 349294 011.1046.520000 364.50 11860 main brush 913402081 011.0011080 349294 011.1046.520000 12230 1039879am hopper filter 913402081 011.0011080 349294 011.1046.520000 61 45 Sales Tax 913402081 349294 744.15 TESTAMERICA LABORATORIES, 020,1084 596200 76050 Water Sampling Services MULTIPLE 349295 INC 760.50 THE FLAG SHOP 011.1046.520000 80.00 3.5 X 5 US Flags; SKU 400 17950 011 0011082 349296 011 1046.590000 505 Freight 17950 011.0011082 349296 011.1046.520000 720 Sales Tax 17950 349296 92.25 THOMSON REUTERS 011.1024.596600 37871 West Information Services 832647183 349297 011.4031 520000 97221 West Information Charges- 832670512 349297 1,350.92 JERRICK TORRES 011.1060.596500 527.35 CA Stormwater Training Conference 110215 349298 52735 TREMCO 011 1049.590000 14,777 25 Roof Maintenance- 93466353 349299 14,777 25 Printed 11/1012015 2 57 52PM Page 23 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT UNIFIRST CORPORATION 011,1043 540000 1,229.35 Uniform Rental 100615VRS 349300 011.1046.540000 73.80 Uniform Rental 100615VRS 349300 011,1047.540000 39.24 Uniform Rental 100615VRS 349300 011 1049 540000 9679 Uniform Rental 100615VRS 349300 020 1084.540000 16648 Uniform Rental 100615VRS 349300 011,1043.540000 -764.28 Credit 100615VRS 349300 841.38 PC US HEALTHWORKS MEDICAL 011 1026.597000 76.00 DOT Physicals 2793223CA 349301 GROU 76.00 LLP VASQUEZ& COMPANY 011 1004 595200 30,000.00 Professional Services 2150781IN 349302 30,000.00 FELIX VELASCO 011 1043.596500 24.50 CALBO Training Institute 110215 349303 24.50 WILLIAMS DATA MANAGEMENT 011.1003.596200 333.00 Storage Fees 346284 349304 333.00 SAMUEL K WILSON 011 1040 502030 58.00 Vision Benefits 101915 349305 58.00 YALE CHASE EQUIP& SERVICES 011 1046 590000 800.00 Labor only for service call, travel PSV275994 011.0011030 349306 800.00 TOTAL PRINTED CHECKS $ 165,494.00 Printed 11/10/2015 2 57 52PM Page 24 of 25 CITY OF VERNON WARRANT REGISTER NO. 1436 NOVEMBER 17, 2015 RECAP BY FUND EARLY PRINTED FUND WIRE TOTAL CHECK TOTAL CHECK TOTAL TOTAL 011 - GENERAL s 431,202.43 $ 247,949.15 s 142,014.62 s 821,16620 020-WATER 0.00 357.82 19,396 88 19,754 70 057- FIBER OPTIC 0.00 7,91740 0.00 7,91740 060- HAZARDOUS WASTE 0.00 0.00 4,082.50 4.082.50 GRAND TOTAL $ 431,202.43 s 256,224.37 $ 165,494.00 $ 852,920.80 TOTAL CHECKS TO BE PRINTED 73 Printed 11110I2015 2 57 52PM Page 25 of 25 l RECEIVED J NOV 10 2015 Nov 12 2015 STAFF REPORT CITY ADMINISTR aN cily CLERKS OFFICE FINANCE/TREASURY DEPARTMENT DATE: November 10, 2015 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director 0 RE: Light & Power Warrant Register for City Council Agenda of November 17, 2015 It is recommended that the attached Light & Power Warrant Register No. 401 be approved at the City Council meeting of November 17, 2015. Light & Power Warrant Register No. 401 totals $2,674,146.75, and covers claims and demands presented during the period of October 27 through November 9, 2015, drawn, or to be drawn, from East West Bank. The following list details the components of Light & Power Warrant Register No. 401: 1. Ratification of wire transfers totaling $2,463,651.43; 2. Ratification of the issuance of early checks totaling $94,338.94; and 3. Authorization to issue pending checks totaling $116,156.38. 4. Voided check No. 511714 totaling $372.78. LIGHT & POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 hereby certify that claims and/or demands included in above listed warrant This is to certify that the claims or demands covered by the above listed register have been audited for accuracy and availability of funds for warrants have been audited by the City Council of the City of Vernon and payments and that said claims and/or demands are accurate and that the that all of said warrants are approved for payments except Warrant funds are available for payments thereof. Numbers: Void Checks: 511714 William Fox Finance Director Date: Printed 11/1012015 3 11 1oPM Pape 2 of 13 LIGHT& POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 WIRES _ ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT NATURAL GAS, LLC ELEMENT 055.9200.500162 151,884,57 NATURAL GAS ELM000026 5958 MARKE 055.9200.500162 222,895 08 NATURAL GAS ELM000027 5958 10/26/2015 374,779.65 SO CA PUBLIC POWER 055.9200 500180 306,652 00 MINIMUM COST 10/15 PV1015 5959 AUTHORITY 055.9200.500150 79,957.00 VARIABLE COST 09/15 PV1015 5959 055 9200.500180 32,643 78 LEGISLATIVE COST 10/15 PV1015 5959 055 9200.500180 10,000.00 PSF COST 10/15 PV1015 5959 10/26/2015 429,252.78 CALIFORNIA ISO 055.9200.500150 184,380.30 INITIAL CHARGES 10/15 151020313102450 5960 0 055 9200.500210 17,168.37 INITIAL CHARGES 10/15 151020313102450 5960 0 055.9200 500170 -3,777.04 INITIAL CHARGES 10115 151020313102450 5960 0 055 9200.500190 -2,707 07 INITIAL CHARGES 10/15 151020313102450 5960 0 055.9200.500150 -2,971.13 INITIAL CHARGE 07/31 151020313102450 5960 0 055 9200.500170 -1,239 81 INITIAL CHARGE 07/31 151020313102450 5960 0 055 9200 500190 -87 31 INITIAL CHARGE 07/31 151020313102450 5960 0 055,9200.500150 -3,012 46 REVISED CHARGES 10/15 151020313102450 5960 0 055.9200 500170 -579.95 REVISED CHARGES 10/15 151020313102450 5960 0 Printed 1111012015 3 11 10PM Pape 3 0f 13 LIGHT & POWER WARRANT REGISTER NO.401 NOVEMBER 17, 2015 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O_# ISSUED NUMBER AMOUNT CALIFORNIA ISO 055 9200 500190 -91.99 REVISED CHARGES 10/15 151020313102450 5960 0 055 9200 500210 -46.11 REVISED CHARGES 10/15 151020313102450 5960 0 055 9200 500240 51480 Revised Charges 09/15 151020313102450 5960 0 055.9200 500150 15,041.94 Revised Charges 09115 151020313102450 5960 0 055 9200 500170 -14,424.44 Revised Charges 09/15 151020313102450 5960 0 055.9200 500190 -186.44 Revised Charges 09115 151020313102450 5960 0 055 9200 500210 -11.39 Revised Charges 09/15 151020313102450 5960 0 055 9200.450340 -992.84 Initial Charges 07/15 201510203131024 5960 589 055 9200 500150 5.16 Initial Charges 10/15 201510203131024 5960 589 055 9200 450340 2,475.47 Revised Charges 09/15 201510203131024 5960 589 055 9200 500150 -0 09 Revised Charges 10/15 201510203131024 5960 589 10/26/2015 159,374.09 INC PETRELLI ELECTRIC 055 200400 474,022 21 ELECTRIC SERVICE MAINTENANCE 150887 5961 055.200400 626,730.33 ELECTRIC SERVICE MAINTENANCE 150888 5961 10/30/2015 1,100,752 54 LLC ICE US OTC COMMODITY 055 9200 596200 1,200 00 OTC COMMISSION ADJUSTMENT 0915001688088 5962 MARKE Printed 11/1012015 3 11 10PM Pape 4 of 13 LIGHT & POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2016 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT 10/30/2015 1.200.00 LLC ICE TRADE VAULT 055 9200,596200 37500 ADJUSTMENTS 09/15 TV23023 5963 10/30/2015 375.00 SOUTHERN CALIFORNIA EDISON 055.9200.500170 121,420.00 Mead Laguna Bell 7500595338 5964 055.9200.500170 51,370.00 Victorwille WGO 7500596369 5964 055.9200.500170 24,669.00 Laguna Bell 7500595370 5964 10/30/2015 197,459.00 CALIFORNIA ISO 055.9200.500150 175,850.61 Initial Charges: 10/15 151027313105195 5965 6 055.9200 500210 16,651.60 Initial Charges: 10/15 151027313105195 5965 6 0559200.500170 -1,311.55 Initial Charges: 10/15 151027313105195 5965 6 055 9200.500190 -6,058.44 Initial Charges: 10/15 151027313105195 5965 6 055.9200 500150 16,059.07 Revised Charges: 10/15 151027313105195 5965 6 055.9200.500210 23.47 Revised Charges 10115 151027313105195 5965 6 055.9200.500170 -395.05 Revised Charges: 10/15 151027313105195 5965 6 055.9200 500190 -381.70 Revised Charges: 10/15 151027313105195 5965 6 055.9200 500150 28.56 Initial Charges: 10/15 201510273131051 5965 841 055.9200.500150 -8.20 Revised Charges: 10/15 201510273131051 5965 841 Printed'11110/2015 3 11 10PM Paqe 5 of 13 LIGHT & POWER WARRANT REGISTER NO.401 NOVEMBER 17, 2015 MIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT 11/02/2015 200,458 37 TOTAL WIRES S 2,463,651.43 Printed 11/1012015 3 11 14PM Paqe 6 of 13 LIGHT & POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 EARLY CHECKS _ ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT A-THRONE CO INC 055,8100 596200 95 06 PORTABLE RESTROOM RENTAL 460319 511704 10/29/2015 95.06 CLEAN HARBORS 055,8300 596200 3,449.48 Tank Cleaning/Demolition 10011096543/1077 511705 ENVIRONMENTAL 757 10/29/2015 3,44948 COMPLETE THERMAL SERVICES 055.8000.590000 856 13 MAINTENANCE& REPAIRES 28939 511706 INC 10/29/2015 85613 DEWEY PEST CONTROL 055 8400.590000 122 00 PEST CONTROL SERVICE 9676939 511707 10/29/2015 122.00 TODD DUSENBERRY 055.9000 596500 1,141.56 APPA Public Power Leadership 101515 511708 Workshop 10/29/2015 1,141.56 LOS ANGELES ELEVATOR 055 8400.590000 90.00 ELEVATOR MAINTENANCE 8386 511709 SERVICES 10/29/2015 9000 MAYWOOD CAR WASH 055.8100 570000 49.50 Full Service Car Wash- 720(A) 055.0002302 511710 10/29/2015 4950 MCMASTER-CARR SUPPLY 055 8000.590000 952 23 Hardware Supplies-- 090115VRS 055 0002291 511711 COMPANY 055 8400.590000 262.14 Hardware Supplies- 090115VRS 055.0002291 511711 10/29/2015 1,214.37 POWER PARTNERS 055,120010 13,359 63 Polemount Transformer- 68250 055.0002321 511712 Pnnted 11/1012015 3 11 10PM Paqe 7 of 13 LIGHT & POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT POWER PARTNERS 055.120010 1,202.37 Sales Tax 68250 511712 10/29/2015 14,562 00 WALTERS WHOLESALE ELECTRIC 055 8400 590000 253.54 Electrical Parts- 200006900 055.0002301 511713 CO 10/29/2015 253.54 FEDEX 055.9000,520000 153.27 Service Period: 10/15 520104195 511715 11/03/2015 15327 STAPLES ADVANTAGE 055 7100 520000 49.46 Office Supplies, -- 100315VRS 055.0002336 511716 055.9100.520000 179.00 Office Supplies, 100315VRS 055 0002336 511716 055.9200.520000 38.38 Office Supplies, - 100315VRS 055 0002336 511716 055.9000.520000 57.41 Office Supplies, 100315VRS 055.0002336 511716 055 8200 520000 3.46 Office Supplies, - 100315VRS 055.0002336 511716 055.7100.520000 4,45 Sales Tax 100315VRS 511716 055,9100,520000 16.12 Sales Tax 100315VRS 511716 055 9200.520000 3.45 Sales Tax 100315VRS 511716 055.9000 520000 5.17 Sales Tax 100315VRS 511716 055,8200 520000 0.31 Sales Tax 100315VRS 511716 11/03/2015 357.21 ABB INC. 055.8200 590000 727.54 Maintenance& Repairs 7102725501 511717 11/05/2015 727.54 LLC EAN SERVICES 055 9000,596700 123.53 Car Rental Services 7465103 511718 11/05/2015 12353 Printed 11110/2015 3:11 10PM Pape 8 of 13 LIGHT& POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT FEDEX 055.9000 520000 31 64 Service Period: 10115 520834640(A) 511719 11/05/2015 31.64 POWER PARTNERS INC 055.120010 9,657.81 7200KV-250KV-277/480— 68587 055 0002321 511720 055.120010 86919 Sales Tax 68587 511720 11/05/2015 10,527.00 SOUTHERN CALIFORNIA EDISON 055.8000 560010 4483 Service Period 09/15 110215 511721 11/10/2015 44.83 UPS 055.8000.590000 17.70 Service Period: 10/15 933312425 511722 055.8000.590000 3863 Service Period: 10/15 933312435 511722 11/10/2015 56.33 HOWARD INDUSTRIES, INC., 055.120010 25.311 90 2000KV-16340-277/480-- 54022511976 055 0002310 511723 055.1200W 2,278.07 Sales Tax 54022511976 511723 055.120010 15.088.98 1000KV-16340KVA-2771480-- 54022513781 055.0002310 511723 055 120010 1,358.01 Sales Tax 54022513781 511723 055.120010 15,088 98 1000KV-16340KVA-277/480— 54022519902 055.0002310 511723 055.120010 1,358.01 Sales Tax 54022519902 511723 11/10/2015 60,483.95 TOTAL EARLY CHECKS $ 94,338.94 Printed 11/1012015 3 11 10PM Pape 9 of 13 LIGHT& POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT INC ABSOLUTE SECURITY INTL 055,8100 596200 21,770.46 Unarmed Security Guard- 2015026624 511724 21,770.46 AMERICAN PUBLIC POWER 055 9000 596550 8,168.61 Annual Dues-- 091615 511725 ASSOC. 8,16861 BANK OF NEW YORK 055 9000 592010 2,665.20 Administration Fee- 2521899479 511726 2,665.20 CH2M HILL ENGINEERS, INC 055 9000.596200 8,427.80 Environmental Support Services 381042283 511727 8,42780 INC CH2M HILL ENGINEERS 055.9000 596200 3,009.00 Enviromental Support- 381043573 511728 3,009.00 INC EASTERN GROUP 055 9100.596600 100.00 Publication Fee-- 43779 511729 PUBLICATIONS 055 9100 596600 100.00 Publication Fee: 09115 43781 511729 055 9100 596600 100.00 Publication Fee 43782 511729 300.00 LLP KAHN, SOARES &CONWAY 055 9000 593200 1,050 00 Legal Services-- 48657 511730 055 9000 593200 2,170 00 Legal Services- 48929 511730 3,22000 JORDAN KAUFMAN-KCTTC 055 9000 900000 36,208.27 Property Tax: FY 2015-2016 110415VRS 511731 36,208 27 Pnnted 11/1012015 3 11 10PM Pape 10 of 13 LIGHT& POWER WARRANT REGISTER NO. 401 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P_O_# NUMBER AMOUNT POWER CONSULTANTS INC PORT 055.9000 900000 6,510.00 Consulting Services VERNPVH1015 511732 CA 055.9000.596200 15,750.00 Consulting Services VERNPVH1015 511732 22,260 00 SPIEGEL& MCDIARMID, LLP 055.9000.593200 777.62 General Matters 210208398 511733 055 9000 593200 1,480.00 Tariff Provisions 210208398 511733 2,257.62 TRANSCAT 055.8400.590000 4,625.00 Battery Resistance Tester& Data Logger 1036745 055 0002337 511734 055.8400.590000 137.65 Freight 1036745 055 0002337 511734 055.8400 590000 428.64 Sales Tax 1036745 511734 5,191.29 WESCO RECEIVABLES CORP. 055.8000.590000 418.00 ABB*'*7882A86G12 CT, -- 555846/547988 055 0002327 511735 055.8000.590000 959.00 ABB-PIN 7524A58G16 -- 555846/547988 055 0002327 511735 055.8000.590000 1,080.00 ABB'**7524A58G01 — 555846/547988 055 0002327 511735 055 8000.590000 221,13 Sales Tax 555846/547988 511735 2,678.13 TOTAL PRINTED CHECKS $ 116,156.38 Printed 11/10/2015 311 10PM Page 11 of 13 LIGHT& POWER WARRANT REGISTER NO.401 NOVEMBER 17, 2015 RECAP BY FUND EARLY PRINTED FUND WIRE TOTAL CHECK TOTAL CHECK TOTAL TOTAL 055- LIGHT& POWER 2,463,651,43 5 94,338.94 116,156.38 1.; 2,674,146.75 GRAND TOTAL $ 2,463,651.43 $ 94,338.94 116,156.38 $ 2,674,146.75 TOTAL CHECKS TO BE PRINTED 12 Printed 11110/2015 3 11:10PM Page 12 of 13 yai.fy - V . RECEIVED E C F 19 E D *f F Nov 10 2015 Nov 12 2015 CITY CLER1 s OFFICE STAFF REPORT CITY ADMINISTRATION FINANCEITREASURY DEPARTMENT DATE: November 10, 2015 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director w"L RE: Gas Warrant Register for City Council Agenda of November 17, 2015 It is recommended that the attached Gas Warrant Register No. 189 be approved at the City Council meeting of November 17, 2015. Gas Warrant Register No. 189 totals $1,496,972.20, and covers claims and demands presented during the period of October 27 through November 9, 2015, drawn, or to be drawn, from East West Bank. The following list details the components of Gas Warrant Register No. 189: 1. Ratification of wire transfers totaling $1,479,129.57; 2. Ratification of the issuance of early checks totaling $10,930.44; and 3. Authorization to issue pending checks totaling $6,912.19. t � CITY OF VERNON GAS DEPARTMENT " WARRANT REGISTER NO. 189 � r NOVEMBER 17, 2016 }�rtT KN� I hereby certify that claims and/or demands included in above listed warrant This is to certify that the claims or demands covered by the above listed register have been audited for accuracy and availability of funds for warrants have been audited by the City Council of the City of Vernon and payments and that said claims and/or demands are accurate and that the that all of said warrants are approved for payments except Warrant funds are available for payments thereof Numbers: William Fox Finance Director Date: Printed 11/1012015 3 16 31PM Paqe 2 of 7 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 189 NOVEMBER 17, 2015 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT BP ENERGY COMPANY 056,5600 500160 224,667.50 NATURAL GAS 1377590 391 10/26/2015 224,667.50 INC CITIGROUP ENERGY 056.5600.500167 22,800 00 NATURAL GAS 4580973 392 056.5600.500168 -8,040 00 NATURAL GAS 4580973 392 10/26/2015 14,760 00 CONOCO PHILLIPS COMPANY 056,5600.500160 87,675.00 NATURAL GAS 54382 393 10/26/2015 87,675 00 LLC EDF TRADING NORTH 056 5600,500160 149,079.00 ENERGY PURCHASE FOR 09/15 171390 394 AMERICA 10/26/2015 149,079 00 LLC IBERDROLA ENERGY 056 5600.500160 477,880.33 NATURAL GAS 100215 395 SERVICES 10/26/2015 477,880-33 NOBLE AMERICAS GAS& POWER 056 5600 500160 190,564.50 NATURAL GAS 05A75 396 10/26/2015 190,564.50 LP SEQUENT ENERGY 056 5600.500160 162,376,75 NATURAL GAS 2281472 397 MANAGEMENT 10/26/2015 162,376.75 SHELL ENERGY NORTH AMERICA 056 5600.500160 51,770.00 ENERGY PURCHASE 09/15 2693938 398 10/26/2015 51,770.00 THE GAS COMPANY 056.5600.500160 15,000.00 GAS SALES 201509GS026 399 Printed 11/10/2015 3:18 31 PM Paqe 3 o1 7 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 189 NOVEMBER 17, 2015 WIRE$ ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P_O_# ISSUED NUMBER AMOUNT 10/30/2015 15,000 00 THE GAS COMPANY 056 5600 550022 105,356.49 TRANSMISSION CHARGE 101315(A) 400 10/30/2015 105,356.49 TOTAL WIRES $ 1,479,129.57 Printed 11110/2015 3 18 31PM Page 4 of 7 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 189 NOVEMBER 17, 2015 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT MAYWOOD CAR WASH 056.5600.570000 8.00 Car Wash- 720 056,0000345 1346 10/29/2015 8.00 FARWEST CORROSION CONTROL 056.5600.590000 514.00 Pin Braze MK Unit, Repair Service-- 0275127IN 056 0000363 1347 CO. 056 5600.590000 280.00 TAR, Voltmeter, CPV-2 0275127IN 056.0000363 1347 056.5600.590000 71 46 Sales Tax 0275127IN 1347 11/03/2015 865.46 INC A M ORTEGA 056.5600.590000 10,056.98 3 Year Stand-By Contract- 683976 056 0000204 1348 CONSTRUCTION 11/05/2015 10,056 98 TOTAL EARLY CHECKS $ 10,930.44 Printed 11/10/2015 3 18 31PM Page 5 of 7 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 189 NOVEMBER 17, 2015 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.OA NUMBER AMOUNT INC INTERSTATE GAS SERVICES 056.5600 596200 6,912.19 Natural Gas Consulting 09/15 7021263 1349 6,912 19 TOTAL PRINTED CHECKS $ 6,912.19 Printed 11110/2015 3 16 31 PM Page 6 of 7 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 189 NOVEMBER 17, 2015 RECAP BY FUND EARLY PRINTED FUND WIRE TOTAL CHECK TOTAL CHECK TOTAL TOTAL 056- NATURAL GAS $ 1,479,129.57 $ 10,930.44 $ 6,912.19 5 1,496,972.20 GRAND TOTAL $ 1,479,129.57 $ 10,930.44 $ 6,912.19 $ 1,496,972.20 TOTAL CHECKS TO BE PRINTED 1 Printed:11/10/2015 3 18 31 PM Page 7 of 7 of zle RECEIVED ec 4r ty NOV 1 0 205 Ott CITY ADMINISTRATION 4 4 FIRE DEPARTMENT NU V 1 2 Michael A.Wilson,Fire Chief z lJ 4305 Santa Fe Avenue,Vernon,California 90058 C1TYCLERK'S OFFICE Telephone(323)583-8811 Fax(323)826-1407 November 10, 2015 Honorable Mayor and City Council City of Vernon Honorable Members: Attached is a copy of the Vernon Fire Department Activity Report which covers the period of October 16, 2015 through October 31, 2015. Respectfully Submitted, IcZec'I'LA. W i I on Fire Chief MAW:ar Fireletnow Exclusively Industrial VERNON FIRE DEPARTMENT COMPANY ACTIVITIES October 16,2015 to October 31,2015 This Period Last Year This This Year Last Year To Date Period To Date ACTIVITY TYPE FIRE PREVENTION: Regular Inspections (#): 102 1187 82 1388 Re-Inspections (#): 23 218 14 311 Spec. Haz. Inspections (#): 3 35 8 35 Total Inspections: 128 1440 104 1734 Total Man Hours: 128 1728 158 2365 TRAINING(HOURS Firefighting 114 1780 83 1969 Hazardous Materials 29 641 23 623 Safety 136 2385 133 2690 Apparatus Operations 137 2412 132 2554 Equipment Operations 139 2401 131 2628 CPR 0 63 0 27 First Aid 24 578 19 422 Total Hours: 579 10260 521 10913 PRE-INCIDENT(HOURS): Planning 110 1534 87 1784 District Familiarization 102 1637 105 1668 Total Hours: 212 3171 192 3452 PERIODIC TEST (HOURS): Hose Testing 0 8 25 64 Pump Testing 0 4 0 10 Total Hours: 0 12 25 74 Page 1 PUBLIC SERVICE PROGRAMS OURS School Programs 0 18 6 43 Fire Brigades 0 6 2 25 Emergency Preparedness 18 219 16 240 Total Hours: 18 243 24 308 ROUTINE MAINTENANCE (HOUR Station 132 2339 129 2510 Apparatus 130 2425 134 2534 Equipment 139 2434 130 2610 Total Hours: 401 7198 393 7654 Grand Total Hours: 1338 22612 1313 24766 Tireactivity Page 2 VERNON FIRE DEPARTMENT Type of Incident Report Total Incidents: 2015 = 62 October 16, 2015 - October 31, 2015 14110r2015 INCIDENT TYPE E DIFF BREATHING/ASTHMA-D""" 1 E DIFFICULTY BREATHING-D` 1 E PSYCH/BHAV/SUI ATT VIO-D"" 1 E SEIZURE-De" 1 E SICK PERSON-Do" 3 E STROKE-Ch" 1 E TRAFFIC COLLISION-D"" 8 E Traumatic Injuries-B 1 E TRAUMATIC INJURIES-D... 1 E UNC PER/FAINTING (NEAR)-D... 4 E UNKNOWN PROBLEM-D... 5 F Auto vs Structure 2 F Commercial Fire 2 F Electrical Short 1 F Fire Alarm No Reset 6 F Investigation 2 F Rubbish Fire 1 F Vehicle Overturned 1 F Water Flow Alarm No Reset 11 F Water Flow Alarm With Reset 7 S Moveup 2 Incident Type Incident Date PREVENTION FOLLOW-UP? Shift 700 False alarm or false call, other 10/16/2015 11:04:59 No 600 Good intent call, other 10/16/201 5 1 1:48:54 No 700 False alarm or false call, other 10/16/2015 15:20:23 No 700 False alarm or false call, other 10/16/2015 16:03:33 No 700 False alarm or false call, other 10/16/2015 21:16:02 No 311 Medical assist, assist EMS crew 10/17/2015 08:31:11 No 671 Hazmat release investigation wl no hazmat 10/17/2015 09:57:15 No 600 Good intent call, other 10/17/2015 17:24:06 No 571 Cover assignment, standby, moveup 10/18/2015 00:30:09 No 571 Cover assignment, standby, moveup 10/18/2015 01:08:45 No 311 Medical assist, assist EMS crew 10/18/2015 01:19:42 No 311 Medical assist, assist EMS crew 10/18/2015 01:42:05 No 700 False alarm or false call, other 10/18/2015 03:54:18 No 731 Sprinkler activation due to malfunction 10/18/2015 07:31:14 No 745 Alarm system activation,no fire,unintentional 10/18/2015 22:33:38 No 741 Sprinkler activation, no fire- unintentional 10/19/2015 10:57:34 No 745 Alarm system activation,no fire,unintentional 10/19/2015 12:59:22 No 551 Assist police or other governmental agency 10/19/2015 20:07:47 No 745 Alarm system activation,no fire,unintentional 10/20/2015 01:05:33 No 321 EMS call, excluding vehicle accident with inju 10/20/2015 06:35:59 No 700 False alarm or false call, other 10/20/2015 08:36:18 No 321 EMS call, excluding vehicle accident with inju 10/20/2015 14:43:07 No 321 EMS call, excluding vehicle accident with inju 10/20/2015 15:09:01 No 324 Motor vehicle accident with no injuries 1 0/20/201 5 1 5:44:22 No 741 Sprinkler activation, no fire- unintentional 10/22/2015 01:54:00 No 745 Alarm system activation,no fire,unintentional 10/22/2015 10:16:19 No 745 Alarm system activation,no fire,unintentional 10/22/2015 11:08:01 No 321 EMS call, excluding vehicle accident with inju 10/22/2015 17:24:38 No 440 Electrical wiring/equipment problem, other 10/23/2015 09:27:27 No 311 Medical assist, assist EMS crew 10/23/2015 10:31:09 No 745 Alarm system activation,no fire,unintentional 10/23/2015 12:14:38 No 611 Dispatched &canceled en route 10/23/2015 14:02:40 No 745 Alarm system activation,no fire,unintentional 10/24/2015 08:00:25 No 700 False alarm or false call, other 10/25/2015 05:57:29 No 460 Accident, potential accident, other 10/25/2015 06:02:10 No 321 EMS call, excluding vehicle accident with inju 10/25/2015 14:53:03 No 571 Cover assignment, standby, moveup 10/25/2015 22:10:06 No 700 False alarm or false call, other 10/26/2015 00:18:01 No 321 EMS call, excluding vehicle accident with inju 10/26/2015 12:14:19 No 321 EMS tail, excluding vehicle accident with inju 10/26/2015 13:01:03 No 321 EMS call, excluding vehicle accident with inju 10/26/2015 13:52:26 No 324 Motor vehicle accident with no injuries 10/26/2015 15:59:43 No 740 Unintentional transmission of alarm, other 10/26/2015 16:31:28 No 611 Dispatched &canceled en route 10/27/2015 03:51:00 No 324 Motor vehicle accident with no injuries 10/27/2015 15:50:01 No 324 Motor vehicle accident with no injuries 10/27/2015 18:12:33 No 321 EMS call, excluding vehicle accident with inju 10/27/2015 20:01:35 No 900 Special type of incident, other 10/28/2015 03:45:42 No 311 Medical assist, assist EMS crew 10/28/2015 05:24:40 No 300 Rescue, EMS incident, other 10/28/2015 09:18:44 No 700 False alarm or false call, other 10/28/2015 22:19:02 No 322 Motor vehicle accident with injuries 10/29/2015 02:35:47 No 700 False alarm or false call, other 10/29/2015 03:17:11 No 322 Motor vehicle accident with injuries 10/29/2015 13:47:18 No 700 False alarm or false call, other 10/29/2015 14:53:07 No 311 Medical assist, assist EMS crew 10/29/2015 17:23:15 No 311 Medical assist, assist EMS crew 10/29/2015 18:59:03 No 745 Alarm system activation,no fire,u nintentional 10/30/2015 05:53:45 No 741 Sprinkler activation, no fire - unintentional 10/30/2015 16:40:42 No 324 Motor vehicle accident with no injuries 10/30/2015 19:17:56 No 151 Outside rubbish, trash or waste fire 10/31/2015 15:15:06 No 324 Motor vehicle accident with no injuries 10/31/2015 2025:19 No VERNoiq FIRE DEPARTmENT Type of Incident Report Total Incidents: 2014 = 62 October 16, 2014 - October 31, 2014 11/i0/2015 INCIDENT TYPE E ASSAULT VICTIM-D*** 1 E Auto vs Ped 1 E CHEST PAIN-D"* 2 E DIFFICULTY BREATHING-D.'- 1 E FALL VICTIM-1)'" 3 E HEART ATTACK-D*** 1 E HEMORRHAGE/CUT-D"' 1 E PSYCH/BEHAVE/SUI ATT-D**' 2 E SEIZURE-D*** 1 E SICK PERSON-D*** 1 E Traffic Collision-A 1 E TRAFFIC COLLISION-D... 10 E TRAUMATIC INJURIES-D--* 5 E UNC PER/FAINTING (NEAR)-D... 3 E UNKNOWN PROBLEM-D... 1 F Apartment Fire 1 F Fire Alarm No Reset 10 F Fire Alarm With Reset 1 F Fire Reported Out 1 F investigation 1 F Water Flow Alarm No Reset 7 F Water Flow Alarm With Reset 3 S Moveup 2 S Special Request 1 S Water Problem 1 VERPdOrq FIRE DEPARTmENT , Type of Incident Report rvTotal Incidents: 2015 = 1 174 January 1, 2015 - October 31, 2015 11/10/2015 INCIDENT TYPE INCIDENT TYPE INCIDENT TYPE Area E Hazmat 1 E PSYCH/BHAV/SU1 ATT VIO-D""" 2 F Gas Spill 1 E ABDOMINAL PAIN-D&" 7 E SEIZURE/EPILEPTIC/HIST-D"'O 4 F Grass Fire 7 E ALLERGIC REACTION-D... 1 E SEIZURE-D"'" 9 F Haz Mat - Full 2 E ASSAULT VICTIM/SEXUAL-D'"" 1 E Sick Person-A 2 F Hazmat - Smalll 3 E Assault Victim-B 1 E Sick Person-C 2 F Illegal Burning 1 E ASSAULT VICTIM-D*" 22 E SICK PERSON-D` 68 F Illegal Dumping 1 E Auto vs Ped 10 E Stroke less than 2 hrs-B 1 F Investigation 34 E Back Pain-A 1 E STROKE LESS THAN 2 HRS-C""" 3 F Natural Gas Leak - Inside 5 E BACK PAIN-D'"" 7 E STROKE-C""" 2 F Natural Gas Leak - Outside 2 E CHEST PAIN-D`"' 32 E TC BIKE/MOTORCYCLE-D""" 9 F Odor Investigation 4 E Diabetic-C 1 E TC EJECTION-DO" 1 F People Stuck in Elevator 1 E DIABETIC-D'"" 6 E TC OVERTURNED-D"' 3 F Residential Fire 6 E DIFF BREATHING/ASTHMA-D'"' 6 E TC with Trapped People 3 F Rubbish Fire 7 E DIFFICULTY BREATHING-D... 29 E TRAFFIC COLLISION-D... 181 F Sheared Hydrant 2 E DOA/COLD/STIFF-D"" 3 E Traumatic Injuries-A 1 F Smoke 6 E DOA/NON RECENT-D... 2 E Traumatic Injuries-B 2 F Strike Team 2 E ELECTROCUTION-DO" 1 E TRAUMATIC INJURIES-D... 38 F Structure Fire 11 E EYE INJURY/PROS-D."" 1 E UNC PER/FAINTING (NEAR)-D... 35 F Tree Fire 1 E FALL VICTIM-D""" 27 E Unco Per/Fainting (Near)-A 1 F Vehicle Fire 13 E FALL/JUMPER-D'"" 1 E Unknown Problem-B + F Vehicle Leaking Gas 1 E Fall/Still on Ground-B 2 E UNKNOWN PROBLEM-D... 60 F Vehicle Overturned 6 E GUN SHOT WOUND-DO"" 1 F Aircraft Crash 1 F Water Flow Alarm No Reset 150 E HAZMAT/CHEMICAL-D6*' 1 F Apartment Fire 4 F Water Flow Alarm With Reset 58 E HAZMAT/UNKNOWN-D**' 1 F Arching Wires 1 F Wires Down 1 E HEADACHE-C""` 3 F Auto vs Structure 4 S Ladder Assist 1 E HEART ATTACK-D""" 7 F Commercial Fire 20 5 MONTEBELLO REQUEST 1 E Hemorrhage/Cut-B 1 F Dumpster Fire 1 S Moveup 25 E HEMORRHAGE/CUT-D""" 8 F Electrical Short 5 S Open Hydrant 2 E INGESTION-D"* 2 F Fire Alarm No Reset 108 S Public Assist 4 E PSYCH/BEHAVE/SUI ATT-D 14 F Fire Alarm With Reset 27 S Special Request 1 INCIDENT TYPE S Standby 1 S Water Problem 13 U River Rescue 1 U USAR-B 1 VERNON FIRE DEPARTmENT Type of Incident Report Total Incidents: 2014 = 1,,047 INCIDENT TYPE INCIDENT TYPE INCIDENT TYPE 11/10/2015 Area E Hazmat 1 E Psych/Behave/Sul Att-B 1 F Explosion 1 E Abdominal Pain-A 1 E PSYCH/BEHAVE/SU I ATT-D"` 9 F Fire Alarm No Reset 105 E ABDOMINAL PAIN-D*"* 14 E SEIZURE/EPILEPTIC/HIST-D`"* 1 F Fire Alarm With Reset 24 E ALLERGIC REACTION-D... 2 E Seizure/Epileptic/History-A 1 F Fire Reported Out 2 E ANIMAL BITE-D**` 2 E Seizure-A 1 F Gas Spill 1 E ASSAULT VICTIM/SEXUAL-D*** 1 E SEIZURE-D*"* 13 F Grass Fire 6 E ASSAULT VICTIM-D... 15 E Sick Person-A 1 F Haz Mat - Full 2 E Auto vs Ped 8 E SICK PERSON-D`*" 61 F Hazmat - Smaill 2 E Back Pain-A 1 E STROKE-C*** 1 F Investigation 40 E BACK PAIN-D*** 3 E TC AUTO VS PED-D'*" 2 F Natural Gas Leak - Inside 2 E Cardiac Arrest/Death-E 1 E TC BIKE/MOTORCYCLE.D' 13 F Natural Gas Leak - Outside 4 E Chest Pain-C 2 E TC EJECTION-1)" 1 F Odor Investigation 6 E CHEST PAIN-D""" 27 E TC OVERTURNED-D' 2 F Residential Fire 5 E DIABETIC-D'** 8 E TC with Trapped People 4 F Rubbish Fire 8 E DIFF BREATHING/ASTHMA-D*** 7 E Traffic Collision-A 1 F Sheared Hydrant 3 E DIFFICULTY BREATHING-D." 18 E TRAFFIC COLLISION-1)... 153 F Smoke 4 E FALL VICTIM-D""* 26 E Traumatic Injuries-B 1 F Strike Team 4 E FALL/STILL ON GROUND-D... 3 E TRAUMATIC INJURIES-D` 42 F Structure Fire 9 E Gun Shot Wound-A 1 E Unc Per/Fainting (Near)-C 2 F Tree Fire 1 E GUN SHOT WOUND-D**" 1 E UNC PER/FAINTING (NEAR)-D"* 28 F Truck/Rail Car Fire 1 E HAZMAT/BIOLOGICAL-D**' 1 E Unco Per/Fainting (Near)-A 1 F Vehicle Fire 12 E HAZMAT/CHEMICAL-D*'* 1 E UNKNOWN PROBLEM-D'"* 37 F Vehicle Leaking Gas 1 E HEADACHE-C*** 3 F Apartment Fire 5 F Vehicle Overturned 5 E HEART ATTACK-D*"* 9 F Arching Wires 1 F Water Flow Alarm No Reset 86 E HEAT EXPOSURE-D*`* 1 F Auto vs Structure 6 F Water Flow Alarm With Reset 59 E Hemorrhage/Cut-B 1 F Auto vs Train 1 F Wires Down 4 E HEMORRHAGE/CUT-D... 8 F Blown Transformer 3 S Ladder Assist 1 E INGESTION-D"" 1 F Commercial Fire 30 S MONTEBELLO REQUEST 4 E MATERNITY-D""* 2 F Dumpster Fire 2 S Moveup 30 E Psych/Behave/Sul Att-A 1 F Electrical Short 2 S People Stuck In Elevator 1 INCIDENT TYPE S Public Assist 4 S Special Request i S Water Problem 1 U USAR-A 1 U USAR-BELOW GROUND-D... i .f r 2 611 --Health and Environmental ,,� ,%k u L Control Department RECEIVED lyGa t'SME NOV 1 0 205 Memo CITY ADMINISTRATION r To: Mark Whitworth,City Administrator From: Leonard Grossberg,Director/Health Officer Date: November 9,2015 Re: Transmittal of Health&Environmental Control Department Monthly Report I am forwarding the attached subject report for October 2015 for submission to the City Council. I am requesting that the report be placed on the normal City Council agenda_ Please let me know if you need additional information. Attachment 9cLg:K5 eonard/HD/monthly gvns/Cay Admin Transmittal Monthly Report October 2015 Ock*)er 2015 MONTHLY REPORT F Vt Lt. Folk& Ck uNp ` �7 City of Vernon Health & Environmental Control Department Leonard Grossberg, MPA, REHS Director/ Health Officer r HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT OCTOBER, 2015 HAZARDOUS MATERIALS CONTROL Hazardous material activity for the month of October included continuing efforts on closure of hazardous materials establishments and oversight of remediation projects. These closure and/or remediation projects included: Pechiney Cast Plate on Fruitland Avenue, Exide Technologies on Indiana Street, Packaging Advantage Corp. on Downey Road, Angelus Sanitary Can (now Whole Foods) on Pacific Blvd., Stericycle on Loma Vista Ave., and BSHIThermador on District Boulevard. Chief Deputy Director David LeDuff is coordinating the City's response to the CUPA Audit conducted in mid-September. Updates to policies and procedures, inspection frequencies, and training records need to be documented by mid-December in a written report, along with documentation of corrected inspection reports. Director Leonard Grossberg continues to monitor and attend meetings related to Exide Technologies Closure and Clean-Up Activities. The meetings are part of the Community Advisory Group which is providing guidance and information to the communities during the closure and clean-up process. UNDERGROUND TANKS No underground tanks were removed in October. Underground tank owners are continuing to consider the economic benefits of having fuel on site vs. costs of complying with increasingly restrictive underground tank testing and upgrading regulations. Activities related to enhance leak detection testing of underground tank systems required by State law 989 were conducted at several facilities, including Dunn Edwards, Vernon Truck Wash, and Sweetner Products. Continuous monitoring and testing of underground storage tanks ensures that leaks or spills are detected and corrected before any major issues that expose contaminants to the surrounding environment. 2 FOOD PROGRAM Senior Environmental Health Specialist Lyndon Ong Yiu, our food specialist, has been busy inspecting food processing facilities. Lyndon continues to interact with the Food Industry Business Roundtable (FIBR) by providing backflow training, and working on the new Commissary Construction Guide. ENVIRONMENTAL PROTECTION Fifteen water samples were collected this month from different sampling locations in Vernon. The samples were taken from three potable water supply systems in Vernon and were analyzed for potability. While two sites initially tested positive for Coliforms, they were re-tested 2 days later and found to be negative for Coliforms and cleared. All samples met State standards for potability. Multiple complaints were investigated by staff during the month of October including several odor complaints, cockroaches in the sewers, irritating soot/smoke, multiple illegal catering truck investigations, a homeless encampment complaint along Washington Blvd., and multiple trash dumping calls. Environmental Specialist Erik Cheng conducted a mosquito surveillance along the Los Angeles River, and was able to remove and eliminate several breeding sites. Mosquito breeding during dry months can be a source of the deadly West Nile Virus, so it is important to monitor and control mosquito breeding. Meetings and training continue to be demanding of staff time, as several inspectors spent time renewing certifications and training in Vector Control, Local Enforcement Agency/CalRecycle Technical Training Symposium, Industrial Storm Water Permits, CUPA Forum, Region IV Snack Bar Committee, and Food Technical Advisory Committee. Director Leonard Grossberg attended the "Workplace Diversity Training", as well as the mandated "Sexual Harassment Training." The classes provide annual refresher training and confirmation of proper policies and procedures when dealing with employees and the public, as well as a better understanding of how to communicate with staff. Additional training will be requested to conduct hands-on training within the Health Dept. to facilitate better communication and understanding within our dept. in the near future. 3 Director Grossberg also conducted the judging of the City of Vernon Elementary School "Used Oil Calendar Pictures" for the 2016 Calendar. The presentation and awards will be scheduled for the second Council meeting in January. Sponsor pledges continue to come in, as it is a well-received program and will continue through November. The City Attorney's office assisted the Health Dept. in enacting an Administrative Agreement with a solid waste hauler for payment of delinquent fees and future quarterly fees as a result of a pending bankruptcy filing. In doing so, the City was able to recuperate most of the fees past-due, and ensure of future payments by setting up an electronic debit payment system for future payments. �k �k During the month of October, the Health Dept. coordinated the services of on outside Industrial Hygienist (IH) to conduct shadow inspections with staff to determine possible exposures and safety concerns for employees while conducting routine activities. The IH will submit a comprehensive report detailing any suggestion that may assist our department in better protecting and documenting compliance while at work. Staff responded to several emergency response calls to assist the Vernon Fire Department during October. Three of the calls were at food facilities which had broken sprinklers over food products, and the other was a structure fire at 5526 Soto Street which completely destroyed and gutted a building on the border of Vernon and Huntington Park. Senior Environmental Specialist Jerrick Torres conducted several RMP reviews including 5-year update for Protein, Inc., and new submittal for Norman Fox, and an audit& inspections at Air Products. Finally, Director Grossberg facilitated the interview of candidates for the new Environmental Health Specialist Position posted. Twenty seven applied, and seven made the preliminary interview process. It is expected that a candidate will be chosen and be ready to start in early 2016, allowing the Health Dept. to complement to full staffing. 9cLG:MyDocsl7JHw1th Dept/Monthly Reports/2015/Monthly October 2015.doc 4 /tRFpHRIAla A-OR jF4 AIIAi0.& OL J, -V STORM SAFETY GUIDELINES FOR BUSINESSES/RESIDENTS IN FLOOD-PRONE AREAS: • Obtain sandbags ahead of time! Sandbags and sand are available at City of Vernon Fire Stations #2, #3 and at City Hall. o Fill sandbags one-half full with sand or soil, fold top of sandbag down and rest bag on its folded top. Place in areas where needed. NEVER UNDERRATE THE POWER OF WATER AND DEBRIS FLOWS! Note: sandbags are basically for small flow protection (up to two feet only) and if improperly placed could cause needless damage to your neighbor's property. Therefore, a community effort must be employed! • Clear rain gutters, drains and scuppers ahead of time to help avoid possible roof collapses and other property damage. • Monitor your radio and television news closely for information concerning weather conditions and flooding in your area. • Have an emergency plan that all family members understand. Know how to contact loved ones if you are not able to get to your home because of flood-related incidents. • Clear truck docks of loose material or debris and make sure the water pumps are working. • Have enough water and food on hand to supply your family for at least a 72-hour period. Also, remember to include a radio and flashlight with fresh batteries in you emergency kit for use, if necessary. • Be aware that debris basins can overflow. Be familiar with the area in which you live and have alternate escape routes if asked to evacuate your home. STORM SAFETY GUIDELINES FOR PEOPLE WHO ARE OUT DURING THE STORM: • STAY AWAY FROM FLOOD CONTROL CHANNELS, catch basins, canyons and natural waterways which are susceptible to flooding during periods of heavy rain. • DO NOT ATTEMPT to cross flooded areas and never enter moving water. • If flooding traps you in your car, stay with it. If necessary, wait on top of your car for assistance. • If you become isolated, seek the highest ground available and wait for help. • Remember to use good common sense and avoid venturing into known problem areas. • If you see someone who has been swept into moving water DO NOT ENTER THE WATER AND ATTEMPT A RESCUE. Immediately call 911 for trained emergency rescue personnel and if possible throw them some type of floatation device. • Know how to shut off all utilities if necessary. Remember water and electricity do not mix. By following these simple safety guidelines, people who live or travel in flood-prone areas of Los Angeles County will be much less likely to become a flood-related statistic! The City of Vemon Fire Department has taken special measures to effectively manage any potential situations which may arise as a result of the coming storm. This along with a heightened level of awareness and preparation on the part of the public will help to prevent unnecessary injury and property loss due to flood caused occurrences. For additional information, the public can call Monday through Thursday from 7 a.m. to 5:30 p.m. at (323) 583-8811: • City of Vernon Fire Dept. ext. 280 • City of Vernon Health Dept. ext. 233 • City of Vernon Public Works ext. 236 In any emergency ca11911! Additional information can be found within the Los Angeles County Flyer "El Nino" http://www.lacounty.gov/einino 6 RECEIVED } to NOV 0 2 2015 CITY AMINISTRATIQN RECEWIF-D NOV 0 3 20,15 POLICE DEPARTMENT Daniel Calleros,Chief of Police CITY CLERK'S OFFICE 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)587-5171 Fax(323)826-1481 November 2, 2015 Honorable City Council City of Vernon Vernon, California Honorable Members: Attached are copies of the Vernon Police Department Activity Log and Statistical Summary of Arrest and Activities which cover the period from 12:01 a.m., October 16, 2015 up to and including midnight of October 31, 2015. Respectfully submitted, VERNON POLICE DEPARTMENT 4 O'n .o ��40- DANIEL CALLEROS CHIEF OF POLICE DC/ar EXAsaveCy Ind-mviat VERNON POLICE DEPARTMENT Department Activity Report First Date: 1 0/1 612 01 5 Jurisdiction: VERNON Last Date: 10/3112015 Department Complaint All Units Primary Unit Type Description VPD 10-6 OFFICER IS 10-6 C7,961,962,10-10,WASH,EQUIPA 137 131 10-96H PICK UP THE JAIL PAPER WORK FROM HP JAIL 1 1 10-96M 10-96 MARY(MAIL DETAIL) 8 6 166 COURT ORDER VIOLATION 4 1 20002 NON-INJURY HIT AND RUN 23 6 20002R NON-INJURY HIT AND RUN REPORT 2 1 211S SILENT ROBBERY ALARM 4 1 240R ASSAULT REPORT 1 1 242 BATTERY 6 1 242R BATTERY REPORT 4 3 261 R RAPE REPORT 5 1 273.5 DOMESTIC VIOLENCE 4 1 415 DISTURBING THE PEACE 29 9 417 BRANDISHING A WEAPON 5 1 422 TERRORIST THREATS 3 1 422R TERRORIST THREATS REPORT 4 2 459A AUDIBLE BURGLARY ALARM 128 69 459R BURGLARY REPORT 1 I 459S SILENT BURGLARY ALARM 2 I 459V BURGLARY TO A VEHICLE 6 1 459VR BURGLARY TOA VEHICLE REPORT 6 3 470R FORGERY REPORT 3 1 484 PETTY THEFT 3 1 484R PETTY THEFT REPORT 9 5 487R GRAND THEFT REPORT 3 1 586 PARKING PROBLEM 34 23 594 VANDALISM 5 1 594R VANDALISM REPORT 5 3 602 TRESPASS 25 7 602R TRESPASS REPORT 1 1 901 UNKNOWN INJURY TRAFFIC COLLISION 3 1 901T INJURY TRAFFIC COLLISION 7 2 902T NON-INJURY TRAFFIC COLLISION 65 32 909T TRAFFIC HAZARD 7 4 911 911 MISUSE/HANGUP 15 8 911A CONTACT THE REPORTING PARTY 10 10 917A ABANDONED VEHICLE 4 2 920PR LOST PROPERTY REPORT 4 2 925 SUSPICIOUS CIRCUMSTANCES 17 7 AB109 PROBATION 1 PAROLE COMPLIANCE CHECKS 10 4 ASTVFD ASSIST VERNON FIRE DEPARTMENT 23 1 1 BOVEH BROKEN DOWN VEHICLE 20 is CITCK CITATION CHECK 7 5 CIVIL CIVIL MATTER 6 3 CODE5 SURVEILLANCEISTAKE-OUT 9 4 COP COP DETAIL 3 3 DET DETECTIVE INVESTIGATION 16 7 DETAIL DETAIL 6 6 1110112015 00:03:55 Page 1 of 2 VERNON POLICE DEPARTMENT Department Activity Report First Date: 1 011 61201 5 Jurisdiction: VERNON Last Date: 1013112015 Department Complaint All Units Primary Unit Type Description VPD DPTAST DEPARTMENTAL ASSIST 7 4 DUI DRIVING UNDER THE INFLUENCE 1 1 DUPLICATE TO BE USED WHEN A CALL IS DUPLICATED 4 1 FILING OFFICER IS 10-6 REPORT WRITING 55 54 FU FOLLOW UP 25 14 GTAR GRAND THEFT AUTO REPORT 4 4 HBC HAILED BY A CITIZEN 22 9 ID THEFT IDENTITY THEFT 3 2 iLLDPG ILLEGAL DUMPING 3 1 LOCATE LOCATED VERNON STOLEN VEHICLE 1 1 MISPR MISSING PERSON REPORT 1 1 MR60 MISC REPORT 2 1 PAPD PUBLIC ASSIST-POLICE 7 4 PATCK PATROL CHECK 99 S2 PEDCK PEDESTRIAN CHECK 66 29 PRSTRAN PRISONER TRANSPORTED 3 2 REC RECOVERED STOLEN VEHICLE 11 6 RECKLESS DF RECKLESS DRIVING(23103) 4 2 REPO REPOSSESSION 3 3 ROADRAGE ROAD RAGE 5 2 SPEED SPEED CONTEST OR SPEEDING(23109) 12 5 TRAFFIC STOI TRAFFIC STOP 286 208 VCK VEHICLE CHECK 77 55 VEH RELEASE VEHICLE RELEASE 7 7 WARRANT WARRANT ARREST 3 2 WELCK WELFARE CHECK 17 7 WRNTSVC WARRANT SERVICE 8 4 Department: 1439 925 Overall. 1439 925 1110112015 00:03:55 Page 2 of 2 VERNON POLICE DEPARTMENT Police Activity Report Period Ending: 10/31/15 TRAFFIC COLLISIONS NO. PROPERTY RECOVERED TOTAL 20 VEHICLES: $0.00 NON-INJURY 16 INJURY 4 Pedestrian Fatalities City Property Damage 4 Hit& Run(Misdemeanor) 6 Hit&Run(Felony) Persons Injured 5 VEHICLES STORED PROPERTY RECOVERED FOR Unlicensed Driver 24 OTHER DEPARTMENTS Abandoned/Stored Vehicle 14 VEHICLES: $11,000 Traffic Hazard 4 CITATIONS Citations Iss(Prisoner Release) 17 Citations Iss (Moving) 127 Citations Iss (Parking) 20 Citations Iss (Total) 147 Hazardous 57 Non-Hazardous 70 Other Violations CASES CLEARED BY ARREST AR15-273 CR15-1809 594(A)(1)PC AR15-274 CR15-1816 11364 H&S AR15-275 CR15-1822 484 PC AR15-276 CR15-1826 602 PC AR15-278 CR15-1837 273.5(A) PC AR15-280 CR15-1842 23103(A) VC AR15-282 CR15-1857 2800.2(A)VC AR15-283 CR15-1857 11350 H&S AR15-284 CR15-1860 647(F)PC AR15-285 CR15-1728 530.5 PC AR15-288 CR15-1876 485 PC AR15-290 CR15-1881 459 PC AR15-291 CR15-1881 459 PC VERNON POLICE DEPARTMENT REPORT FOR PERSONS ARRESTED PERIOD ENDING 10 31115 ADULT FELONY ARRESTS AND DISPOSITIONS MALE FEMALE _ TOTAL M ASSAULT WITH A DEADLY WEAPON BURGLARY 2 2 EVADE PEACE OFFICER 1 1 [GRAND THEFT OVER$400 GRAND THEFT AUTO MURDER POSS. CONTROLLED SUBSTANCE FOSS. STOLEN PROPERTY RESISTING ARREST GRAND THEFT AUTO WARRANT(FOREIGN) WARRANT(BENCH) TOTAL FELONY ARRESTS 3 0 3 ADULT MISDEMEANOR ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL 'APPROPRIATE LOST PROPERTY 1 1 DOMESTIC VIOLENCE 1 1 .DRIVING UNDER THE INFLUENCE 2 2 DRUNK IN PUBLIC 1 1 IFALSE DMV DOCUMENT 1 1 PETTY THEFT 1 1 POSS. CONTROLLED SUBSTANCE 1 1 FOSS. CONT. SUB PARAPHERNALIA 1 1 RECKLESS DRIVING 1 1 TRESPASSING 1 1 VANDALISM 1 1 WARRANTS(BENCH/TRFC) 4 4 TOTAL MISD. ARRESTS F 1.5 1 16 JUVENILES DETAINED --; FELONY AND MISDEMEANOR MALE FEMALE TOTAL BURGLARY PETTY THEFT VANDALISM VEHICLE THEFT WARRANTS (BENCH) TOTAL JUVENILES DET. 0 0 0 TOTAL FELONY ARRESTS (ADULT)TO DATE: 82 TOTAL MISDEMEANOR ARRESTS (ADULT)TO DATE: 204 TOTAL JUVENILES DETAINED(FELONY AND MISDEMEANOR)TO DATE: 5 TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR)TO DATE: _ 291 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 1 011 612 01 5 Jurisdiction: VERNON Last Date: 1 0/1 6120 1 6 Call Number Disp Ten Received Caller Code Complaint Address (+/!rr Thnt+ Def) Officer unit 1)i.-olift-11 Enrrrwe OnSceire { ynirr Arrirei Remove !.'rnnp 20151019474 CKOK 10/16/2015 01:21:42 ADV PEDCK E 26TH H HARRIETT,VERNON DPDartmeni COCA$83 er RM 97300S SRVD RPT VPD OURIQUE.CARLO '1L12 01:21:42 01.31:09 20151019477 VREC 10/16/2015 02:02:46 MS Juris RPT REC. FRUITLAND AV//LOMA VISTA,VERNON DPD¢rtmen� CR20 51OCA 7 84 Number C 0 97300 VPD LANDA,RAFAEL '1L11 02.02:46 02:34:35 20151019486 RPT 10/16/2015 08:37:56 NORTON PACKAGING ls 902T 5800 S BOYLE AV,VERNON Departmen� CR2 Number RMS Jur VPD R20151785 CA0197300 VPD LUCAS,JASON `2L11 08:39:25 08 39:45 09:20.49 20151019519 RPT 10/16/2015 16:05:21 920PR 4305 S SANTA FE AV,VERNON 20151019521 RPT 10/16/2015 16:24:07 HANSEN FREIGHTLINES GTAR 2350E 48TH,VERNON Department OCA Number RMS Juris VPD CR20151786 CA0197300 VPD HERNANDEZ,MIG '2STOF 16:26:42 16:27-03 17:09:29 18:06:48 20151019529 RPT 10/16/2015 18:27:16 WELLS FARGO 470R 4580 PACIFIC BL,VERNON Departmem OCA Number RMS J300 VPD CR20151787 CA01973D0 VPD LUCAS.JASON '21-11 18:29:52 18:29:55 1&32:55 18-58:22 VPD VELASQUEZ.RICI 21-12 18:31:00 18:31:37 19:00:00 VPD MADRIGAL,MARI/ 2L8 18:29:53 18:29:56 18:32:51 18:44:11 10/17/2015 01:08:04 Page 9 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 10/16/2016 Jurisdiction: VERNON Last Date: 1011612015 Call Number Disp Ten Received Caller Code Complaint Address ElUif Time Dep Officer Unir Aixplach Enroute OnScene Depart Arrive Remove Comp 20151019552 VREC 10/16/2015 23:49:03 Jurls RPT REC HELIOTROPE STII DISTRICT BL,VERNON DPDartmen� CR20 5 88eT �97300 VPD GRAY.BRANDON '1S1 23:49:04 00:05:19 VPD OURIQUE,CARLO 1 L11 23:49.15 23:51:56 00:16:11 VPD HERNANDEZ,EDV 11-8 23:51:41 00:D5:26 01:05:26 VPD VASQUEZ,LUIS lZ8 00:05:19 01.05:26 10/17/2015 01:08:04 Page 2 Of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/17/2015 Jurisdiction: VERNON Last Date: 10/17/2015 Call Number Disp Ten Received Culler Code Complaint Address Unif Time Den Offieer Unit Mipertc h En_ro_ute OnScene Deyarr Arrive, Remove COMP 20151019561 1015 10/17/2015 02:23:32 �'EDCiC E 44TH 11 SOTO,VERNON Departmenj OCA Number RMS Juris RPT VPD CR20151789 CA0197300 VPD HERNANDEZ,EDV '1LB 02:23:32 03:34:52 VPD OURIQUE,CARLO 1L11 02:23:49 03:34:52 VPD LANDA,RAFAEL 1L12 02:23:52 03:10:55 '�-Dejiotes Primary Unit 1011812015 00:51:0S Page ? of 1 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/18/2015 Jurisdiction: VERNON Last Date: 10/18/2015 Call Number Disp Ten Received Caller Code Complaint Address f'lift EFme Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151019613 CITE 10/18/2015 01:02:09 VI TRAFFIC STOP CHARTER AV Il DOWNEY RD.VERNON Departmem OCA Number RMS Juris VPD CR20151790 CA0197300 RPT VPD REYNA,JOSE S *1L11 01:02:09 01:45-31 VPD LANDA,RAFAEL 1L8 01:D2:12 D1:10:08 01:06:36 01:48:37 20151019620 RPT 10/18/2015 01:52:27 ASST DPTAST 58TH 11 MALABAR,VERNON Departmenj OCA Number RMS Juris VPD CR20151791 CA0197300 VPD GRAY.BRANDON *1S1 01-53:28 01:55:03 02:48:28 VPD REYNA,JOSE S 1 Li 1 01:54:41 02:48:27 VPD LANDA,RAFAEL 1 L8 01:56:02 02:12:11 20151019631 RPT 10/18/2015 08.32:24 VCK E 53D I!SANTA FE AV,VERNON Departmem OCA Number RMS Juris VPD CR20151792 CA0197300 VPD VALENZUELA,FEI *21-12 08:32:24 09-20:28 VPD CERDA.EUGENIO 21-11 08:33:14 08:40:17 09:02:27 20151019635 RPT 10/18/2015 10:16:57 HUXTABLES 602R 2080 E 49TH,VERNON Departmem OCA Number RMS Juris VPD CR20151793 CA0197300 VPD CE;RDA,EUGENIO *2L11 10:20:20 10:21:18 11:44.55 20151019639 RPT 10/18/2015 12:15:03 T-MOBILE(877)653-7911 459VR E 46TH 11 BOYLE AV,VERNON Department OCA Number RMS Juris VPD CR20151794 CA0197300 VPD VILLEGAS,RICHA *2L8 12:15:48 12:21:15 12:53:11 20151019644 RPT 10/18/2015 14:25:01 T-MOBILE(877)653-7911 594R 2900 AYERS AV.VERNON Departmem OCA Number RMS Juris VPD CR20151795 CA0197300 VPD VILLEGAS.RICHA *2L8 14:32:23 14:32:56 10/19/2015 04:29:35 Page 1 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10118/2015 .jurisdiction: VERNON Last Date: 10/18/2016 Call Number Disp Ten Received Caller Code Complaint Address L'lM Time Dep Olfrcer Dispatch Enroule On,Seene Depart Arrive Remove Coma 20151019644 RPT 10/18/2015 14:25:01 T-MOBILE(877)653-7911 594R 2900 AYERS AV,VERNON Departmenj OCA Number RMS Juris VPD CR20151795 CA0197300 VPD CERDA,EUGENIO 2L11 14:56:15 15:30:33 VPD VALENZUELA,FEI 21L12 14:32:52 14:47:06 15:30:33 20151019658 CITE 10/18/2015 19:01:01 TRAFFIC STOP S SANTA FE AV/149TH,VERNON Department OCA Number RMS Juris VI VPD CR20151796 CA0197300 VPD HERRERA,GUST; *1L4 19:01:01 19:48:09 VPD 1 L5 19:01:03 19:03:19 19:36:15 20151019663 CITE 10/18/2015 20:12:28 Department OCA Number RMS Juris TRAFFIC STOP E 38TH//SANTA FE AV,VERNON VI VPD CR20151797 CA0197300 VPD HERRERA,GUSTF *1L4 20:12:29 20:58:29 VPD ZOZAYA,OSCAR 1L5 20:13:42 20:13:43 20:14:46 VPD REYNA,JOSE S 1L7 20:14:43 20:16:19 2M7:11 20151019666 VREC 10/18/2015 21:33:43 REC WASHINGTON 11 GRANDE VISTA,VERNON Department OCA Number RMS Juris VPD CR20151798 CA0197300 VPD ZOZAYA,OSCAR *1L5 21:33:43 22.17-10 sr 10/19/2015 04:29:3< Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/19/2015 Jurisdiction: VERNON Last Date: 1 0/1 912 01 5 Call Number Disp Ten Received Caller Code Complaint Address {""it Time Dep Officer Muir Dispatch Enroute OnScene Depart Arrive Remove comp 20151019672 CITE 10/19/2015 00:34:46 VI TRAFFIC STOP DOWNEY RD!1 EXCHANGE AV,VERNON Departmem OCA Number RMS Juris VPD CR20151799 CA0197300 VPD REYNA,JOSE S *1 L7 00:34:46 01:34:15 20151019673 CITE 10/19/2015 00:37:35 VI TRAFFIC STOP GRANDE VISTA AV 11 WASHINGTON BL,VERN( Departmem OCA Number RMS Juris VPD CR20151800 CA0197300 VPD ZOZAYA,OSCAR *1L5 00:37:35 01'59:28 VPD HERRERA,GUSTF 1 L4 00:37:44 M37:44 00:53:09 01:39:16 20151019697 VREC 10119l2015 09:38:33 REC MINERVA II24TH,VERNON Department OCA Number RMS Juris VPD CR20151801 CA0197300 VPD VALENZUELA,FEI *21-6 09:38:33 10:14:29 VPD CERDA,EUGENIO 21-4 09-44:32 10:14:28 20151019698 CITE 10/19/2015 10:07:30 TRAFFIC STOP SLAUSON 1!SOTO,VERNON Departmem OCA Number RMS Juris VI VPD CR20151802 CA0197300 VPD GAYTAN,LORENZ *21-7 10:07:30 10:31:17 VPD VILLEGAS,RICHA 21-8 10:10:52 10:19:56 20151019711 CITE 10/19/2015 11:53:12 VCK LOMA VISTA AV!I DISTRICT BL,VERNON Departmem OCA Number RMS Juris VS VPD CR20151803 CA0197300 VPD GAYTAN,LORENZ *21-7 11:53:12 12:12:03 20151019717 RPT 10/19/2015 12:55:10 ICE GRAPHICS GTAR 4770 E 49TH,VERNON Department OCA Number RMS Juris VPD CR20151804 CA0197300 VPD GAYTAN,LORENZ *21-7 12:59:45 13:05:40 13:48:43 20151019732 1012012015 01:36:41 Page 1 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/19/2015 Jurisdiction VERNON Last Date: 10119/2015 Call Number Disp Ten Received Caller Code Complaint Address Chit Time !)e'p Officer unit Dispatch Fnreaute OnScene Depart Arrive Remove #'rant 20151019732 RPT 10/19/2015 15:41.02 CORE SYSTEMS GTAR 4601 E 50TH,VERNON Department OCA Number RMS Juris VPD CR20151805 CA0197300 VPD VILLEGAS,RICHA *21-8 15:43:08 15:57:52 16:22-45 20151019734 RPT 10/19/2015 16:17:59 GLADYS FRANCISCO 902T SANDINI BL HATLANTIC BL,VERNON Departmem OCA Number RMS Juris VPD CR20151807 CA0197300 VPD CERDA,PAUL.JR *21-5 16:19:34 16:19:54 16:30:27 17:31.11 20151019736 VOID 10/19/2015 16:40:38 Department OCA Number RMS Juris TRAFFIC STOP SLAUSON 11 BICKETT.VERNON CITE VPD CR20151806 CA0197300 VPD GAYTAN,LOREN2 *21-7 16:40:38 16:54:06 20151019738 VI 10/19/2015 17.17:56 TRAFFIC STOP E SLAUSON AV 11 ALCOA AV,VERNON Departmem OCA Number RMS Juris VPD CR20151808 CA0197300 VPD GAYTAN,LOREN2 *21-7 17:17:56 17:47:04 20151019739 RPT 10/19/2015 17:25:01 CARLOS MARQUEZ 594 2317 E 38TH,VERNON Departmem OCA Number RMS Juris 1015 VPD CR20151809 CA0197300 VS VPD CERDA,EUGENIO *21-4 17:25:25 17:26:31 17:32:40 19:28:29 VPD ENCINAS,ANTHO 11-6 18:49:44 18:53:52 19.2&27 VPD VALENZUELA,FEI 21-6 17:25:27 17:26:33 17:29:11 18:55-58 VPD VILLEGAS,RICHA 21-8 17:28:50 17:49:36 19:01:45 VPD CHAVEZ,JERRY,J 2S2 17:31:47 17:57:05 20151019754 VI 10/19/2015 22:52:05 CITE TRAFFIC STOP DOWNEY RD 11 LEONIS BL,VERNON Departmem OCA Number RMS Juris VPD CR20151810 CA0197300 RPT 10/20/2015 01.36:4E Page 2 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 1 011 912 01 5 Jurisdiction: VERNON Last Date: 10/19/2015 Call Number Disp Ten Received Caller Code Complaint Address Und. ' inte Den Officer Unit Dispatch Enroafe On Scene Depart Arrive Remove Camp 20151019754 VI 10/19/2015 22:52:05 Departmem OCA Number RMS Juris TRAFFIC STOP DOWNEY RD I!LEONIS BL.VERNON CITE VPD CR20151810 CA0197300 RPT VPD ENCINAS,ANTHO *1L5 22:52 05 00:10A2 VPD ZOZAYA,OSCAR 11-7 23:06:53 23:0842 23:37:05 20151019758 VREC 1011W2015 23.52:26 KELMARK TOW LOCATE 620 111TH PLACE, LOS ANGELES VPD RECORDS BURET *RECD 23:53:15 00:11:06 10/20/2015 01:38:41 Page 3 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 10/20/2015 Jurisdiction: VERNON Last Date: 10/20/2016 Call Number Disp Ten Received Caller Code Complaint Address Unit MIC 1)(,p Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Cmnp 20151019761 RPT 10/20/2015 01:04:50 RANCHO FOODS 487R 2528 E 37TH,VERNON Departmenj OCA Number RMSJuris VPD CR20151811 CA0197300 VPD ZOZAYA,OSCAR '1 L7 01:11:33 01:12:04 01:13:41 VPD REYNA,JOSE S 1 L4 01:13:45 01:14:66 01:30:57 VPD SWINFORD,PHILL 11-6 01:13:48 01:14:58 01:30:59 20151019772 VI 10/20/2015 05:09:43 TRAFFIC STOP PACIFIC/156TH,VERNON Departmem OCA Number RMSJuris FI VPD CR20151812 CA0197300 VPD ZOZAYA,OSCAR '1L7 05:09:43 06:42:26 VPD REYNA,JOSE S 1L4 05:10:35 05:13:13 06:42:26 VPD ENCINAS.ANTHO 1L5 05:22:57 05:29:31 06:29:40 VPD SWINFORD,PHILL 1 L6 05:22:39 05:24:37 06:29:43 20151019780 CITE 10/20/2015 07-49:33 TRAFFIC STOP 3850 S SANTA FE AV,VERNON Departmem OCA Number RMS Juris VI VPD CR20151813 CA0197300 RPT VPD GAYTAN,LOREN2 `2L4 07:49:33 08:15.13 20151019782 CITE 10/20/2015 08:16 31 SRVD TRAFFIC STOP S SANTA FE AV 11 VERNON AV,VERNON Department OCA Number RMSJurls VPD CR20151814 CA0197300 VI RPT VPD CHAVEZ,JERRY,J "2S2 08:16:31 08:36:42 VPD GAYTAN,LORENZ 21-4 08:18:09 08:18:58 08:36:42 20151019785 VREC 10/20/2015 08:42:48 REC FRUITLAND AV P LOMA VISTA,VERNON VPD VALENZUELA,FEI '2L7 08:42:48 09:3&20 VPD CERDA,EUGENIO 2L6 08:43:45 08:48:43 09:36.20 1012112016 23:56.4E Page 1 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/20/2016 Jurisdiction: VERNON Last Date: 1 012 012 01 5 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Ofrcer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151019791 RPT 10/20/2015 09:48:36 MERCEDES Department OCA Number RMS Juris ID THEFT 4305 S SANTA FE AV.VERNON VPD CR20151815 CA0197300 VPD CERDA,EUGENIO *21-6 09:49:01 10:35:00 20151019800 RPT 10/20/2015 10:47:40 RELIANCE STEEL 1015 602 2537 E 27TH,VERNON Departmem OCA Number RMS Juris VPD CR20151816 CA0197300 VPD CERDA,PAUL.JR *2L5 10:49:17 10:51:17 10:57:06 12-03:44 VPD GAYTAN,LORENZ 21-4 10:51:12 11:00:30 11:23:16 VPD CERDA.EUGENIO 21-6 10:49:19 10:51:19 VPD VALENZUELA,FEI 21-7 10:51:45 10:53:16 11:58:23 VPD WINEGAR,JERRY 21-92 11:06:46 11:58:26 VPD CHAVEZ,JERRY,J 2S2 10:54:54 11:05:59 20151019805 CITE 10/20/2015 11:25:02 RPT VCK 2435 E 37TH,VERNON Department OCA Number RMS Juris VPD CR20151817 CA0197300 VI VPD GAYTAN,LOREN2 7l_4 11:25:02 11:50:22 20151019810 RPT 10/20/2015 12:09:07 ELIZABETH ROBINSON Departmenr OCA Number RMS Juris 459R 4906 ALCOA AV,VERNON VPD CR20151819 CA0197300 VPD VALENZUELATEI '2L7 12:14:53 12:17:05 12:33:38 13:22:34 20151019812 RPT 10/20/2015 12:29:34 MONARCH BEARING Department OCA Number RMS Juris 484R 4435 S SANTA FE AV,VERNON VPD CR20151818 CA0197300 VPD GAYTAN,LOREN2 `2L4 12:31:39 12-32:19 12:36:15 13.00:34 VPD VALENZUELA,FEI 2L7 12:33:43 12:44:45 20151019818 10/21/2015 23:56:4f Page 2 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10120/2015 Jurisdiction: VERNON Last Date: 1 0/2 01201 5 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151019818 CITE 1W20/2815 13,49,12 TRAFFIC STOP E48TH)fSAN1AI-!- AV Vf.7RN0N Dcnartmen+ OCA Number RMS Juris VI VPD CR20151820 CA0197300 VPD GAYTAN,LORENZ '?1 .1 13:49:12 14:43:42 20151019820 RPT 10/20/2015 14:18:58 ALEJANDRAS FASHION De tJartmem OCA Number RMS Juris 594R 6152 S BOYLE AV,VERNON VPD CR20151821 CA0197300 VPD VALENZUELA.FEI '2L7 14:22:14 14:30:44 15:06:16 20151019837 RPT 10/20/2015 16:38:01 484 3615 E VERNON AV,VERNON Departmem OCA Number RMS Juris 1015 VPD CR20151822 CA0197300 VPD CHAVEZ,JERRY,J '2S2 16:39-50 16:41:57 17:35:29 VPD GAYTAN,LOREN2 2L4 16:40:05 16:45:13 17:50:05 VPD CERDA,EUGENIO 2L6 16:40:14 16:42:29 18:53:57 4 R 10/21/2015 23:56:4E Page 3 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 1 012112 01 5 Jurisdiction: VERNON Last Date: 10/21/2016 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151019854 RPT 10/21/2015 07 36 08 TRAFFIC STOP E 30TH//SANTA FE AV,VERNON Department OCA Number RMS Juris VI VPD CR20151823 CA0197300 CITE VPD GAYTAN,LORENZ *21-8 07:36:09 07:56-16 20151019855 RPT 10/21/2015 07:58:41 VI 2L8 TRAFFIC STOP S SANTA FE AV 1148TH,VERNON Department OCA Number RMS Juris VPD CR20151824 CA0197300 CITE SRVD VPD GAYTAN,LOREN2 `21-8 07.58.41 08:29:38 20151019862 RPT 10/21/2015 09:26:07 HUXATABLES 1015 602 2080 E 49TH,VERNON Department VPD R2 CR2 Number RMS Juris 0151826 CA0197300 VPD NEWTON,TODD *21-11 09:28:58 09:33:53 11:29:18 VPD MADRIGAL,MARU 21-12 09:59:38 10:00:08 11:55:49 VPD GAYTAN,LORENZ 21-8 09:33:56 09:34:13 11:15:41 VPD MARTINEZ,GABR 5D31 09:29:02 09:33:07 11:55.49 VPD RAMOS,JOSE 5D35 09:33:16 11:55:49 20151019863 RPT 10/21/2015 09:4942 920PR 2350 E 36TH,VERNON Department OCA Number RMS Juris VPD CR20151825 CA0197300 VPD RECORDS BURS/ *RECD 09:50:18 10:05:16 20151019885 CITE 10/21/2015 16:49:48 VI TRAFFIC STOP BICKETT H 54TH.VERNON Department OCA Number RMS Juris VPD CR20151827 CA0197300 VPD GAYTAN,LOREN2 *2L8 16:49:48 17:24:55 VPD NEWTON,TODD 21-11 16:58:01 17:24:54 VPD MADRIGALMMARM 21-12 16:55:48 17:24.54 1110212015 07:26:07 Page 4 of 1 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/22/2015 Jurisdiction: VERNON Last Date: 10/22/2016 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Camp 20151019923 RPT 10/22/2015 08:12:04 JACOBS FARM 902T 2145 E 49TH,VERNON Departmem OCA Number RMS Juris VPD CR20151829 CA0197300 VPD *202 08:14:11 08:25-16 15:03:44 08:52:05 VPD VELASQUEZ,RICf 2L11 14:10:47 14:11:36 14:17:35 15:08:45 20151019931 NCE 10/22/2015 12:12:50 CAL PLUSH 422R 3575 S SANTA FE AV,VERNON Department OCA Number RMS Juris RPT VPD CR20151828 CA0197300 VPD HERNANDEZ,MIG *2STOF 12:16:37 12:16:59 VPD LUCAS.JASON 2L12 12:17:04 12:19:08 12:33:12 14:22:45 VPD MADRIGAL,MARY 2L8 12:29:36 12:29:41 12:33:11 13:36:07 20151019941 CITE 10/22/2015 14:36:24 Departmem OCA Number RMS Juris TRAFFIC STOP 5333 DOWNEY RD,VERNON VI VPD CR20151830 CA0197300 RPT VPD MADRIGAL,MARI/ '2L8 14:36:28 15:05:40 20151019943 RPT 10/22/2015 15:00:23 VICTOR 902T ATLANTIC 1!DISTRICT,VERNON Departmem OCA Number RMS Juris VPD CR20151831 CA0197300 VPD CHAVEZ,JERRY,J *2S2 15:02:14 15:08:23 15:18:46 VPD LUCAS,JASON 21-12 15:03:48 15:10:08 15 41-48 VPD MADRIGAL,MARU 2L8 15:05A4 15:08:25 15:41:48 20151019947 RPT 10/22/2015 17:14:18 LINDA 902T S SANTA FE AV II 26TH,VERNON Department OCA Number RMS Juris VPD CR20151832 CA0197300 VPD LUCAS.JASON *21-12 17:15:00 17-23:00 17:23:01 18:21-13 20151019948 1012312015 00:36:16 Page 7 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10122/2015 Jurisdiction: VERNON Last Date: 1 0/2 2120 1 5 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroule On eerie Depart .Arrive Remove CI}ran 20151019948 RPT 10/22/2015 17:23:32 STEPHANNY MR60 GRANDE VISTA AV 11 WASHINGTON BL.VERN( Departmem OCA Number RMS Juris LAPN VPD CR20151833 CA0197300 LAPD ASST VPD VELASQUEZ.RICF *21-11 17:26:05 17:26:48 17:30:32 18:49:45 VPD MADRIGAL,MARU 21-8 17:26:06 17:26:50 17:29:45 18:42:48 10/23/2015 00:36:1f Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/23/2015 Jurisdiction: VERNON Last Date: 10/23/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer U nif Dispatch Enroale OnScene Depart Arrive Remove conip 20151020022 1015 10/23/2015 10:53:35 RPT WARRANT 4305 S SANTA FE AV.VERNON VPD ONOPA,DANIEL '5D34 10:53:49 12:31:44 VPD PEREZAICK 51D30 11:06:42 12:31:44 20151020029 RPT 10/23/2015 11:40:33 PHILLIP 3051 484R 3051 E 46TH.VERNON Departmeni OCA Number RMS Juris VPD CR20151834 CA0197300 VPD LUCAS,JASON '21-11 11:44:21 12:02:15 VPD VELASQUEZ.RICF 21-8 11:45:28 12:02:13 12:31:26 20151020035 RPT 10/23/2015 14:03:46 TOBIA SANCHEZ 902T FRUITLAND AV 11 CUDAHY.VERNON Departmem OCA Number RMS Juris NX VPD CR20151835 CA0197300 VPD LUCAS.JASON '21-11 14:04-50 14:17:19 14:19:46 14:55:03 20151020047 RPT 10/23/2015 18:24:16 JAMES 20002 2400 E 57TH,VERNON Departmem OCA Number RMS Juris VPD CR20151836 CA0197300 VPD MADRIGAL,MARIE "2L12 18:27-35 18:27:35 18:31:47 19-02A1 VPD LUCAS,JASON 21-11 18:28:37 18:34:58 19:02:40 VPD VELASQUEZ,RICF 21-8 18:34:56 18:40:03 19:05-13 20151020067 1015 10/23/2015 22:28:23 HPPD 273.5 E 26TH 11 SANTA FE AV,VERNON Departmem OCA Number RMS Juris RPT VPD CR20151837 CA0197300 VPD VASQUEZ,LUIS •1 L4 22:30:51 22:30:52 22:36:51 00,03:34 VPD HERNANDEZ,EDV 1 L6 22:44:10 23:42:13 00:31:05 VPD OURIQUE,CARLO 1 L7 22:31:39 22:36:52 00:17:56 VPD SANTOS,DANIEL 1S1 22:37:54 00:03:31 1012412015 00.43:14 Page 1 of ? VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/24/2015 Jurisdiction: VERNON Last Date: 10/24/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unif Dispatch Enroute OnSeeme, Depart Arrive Remove Cu011p 20151020078 RPT 10/24/2015 01:34:36 T-MOBILE(877)653-7911 20002 5500 S BOYLE AV,VERNON Department CR2 Number CMS J CITY VPD R20151$3$ CA019730000 VI VPD OURIQUE,CARLO '1L7 01:36:51 01:37:49 02:47:56 VPD VASQUEZ,LUIS 1L4 01:44:10 02.35:14 VPD LANDA,RAFAEL 1L5 01:37:54 02:47:55 VPD HERNANDEZ,EM 1L6 01:42:54 02:47:55 VPD SANTOS,DANIEL 1S1 01:44:09 02:14:45 1012512011 00:00:31 Page 1 of 1 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10126/2015 Jurisdiction: VERNON Last Date: 10/2512015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151020142 VI 10/25/2015 02:48:34 TRAFFIC STOP E 38TH I!SANTA FE AV,VERNON Departmem OCA Number RMS Juris RPT VPD CR20151839 CA0197300 1015 VPD ENCINAS,ANTHO '11-12 02:48:34 04:29:57 VPD LANDAAAFAEL 11-8 02:48:37 03:02:52 04:06:31 VPD GRAY,BRANDON 1S1 02:48:52 04:29:57 20151020177 CITE 10/25/2015 11:04:30 TRAFFIC STOP DOWNEY RD 11 BANDINI BL,VERNON Department OCA Number RMS Juris VI VPD CR20151840 CA0197300 RPT VPD CROSS,JEREMY `2S2 11:04:30 11:30.53 VPD CERDA,EUGENIO 21-11 11:06:41 11:06:48 11:12:37 11:30:53 VPD MADRIGAL,MARI1 21-8 11:07:44 11:10:39 11:30:53 20151020189 RPT 10125/2015 15:05:35 VERIZON WIRELESS 800 451 5242 4 Departmem OCA Number RMS Juris 459VR S SOTO//37TH,VERNON VPD CR20151841 CA0197300 VPD CERDA,EUGENIO '2L11 15:09:50 15:46:22 VPD MADRIGAL,MARI1 21-8 15:26:22 15:28:10 15:33:25 20151020195 1015 10/25/2015 16:54:09 TRAFFIC STOP S SOTO 11 VERNON AV,VERNON Departmem OCA Number RMS Juris RPT VPD CR20151842 CA0197300 VPD MADRIGAL,MARII '21-8 16:54:10 17:56:30 VPD CROSS,JEREMY 2S2 16:55:19 17:32:06 20151020205 1015 10/25/2015 20:23:02 CHP CENTRAL WARRANT 6542 MILES, HUNTINGTON PARK Departmem OCA Number RMS Juris RPT VPD CR20151843 CA0197300 VPD HERRERA,GUSW '1 L8 20:49:39 20:49:40 20:59:58 21:35:51 20151020208 10/26/2015 05:59:Z Page 1 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 1 012 612 01 5 Jurisdiction: VERNON Last Date: 10/25/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Offiscer unit Dispatch Enroute OnScene Depart Arrive Remove Conw 20151020208 CITE 10f25J2015 22:18:05 TRAFFIC STOP E 25TH 11 SAWrA FE AV,VERNON Department OCA Number RMS Juris VI VPD CR20151844 CA0197300 VPD Z07AYA-05CAR "1 L12 22:18:05 23:24:28 VPD HERRERA,GUST} 1L8 22:18:18 22:18:19 22:25:38 23:23:08 20151020214 CITE 10/25/2015 23:32:48 VI TRAFFIC STOP E VERNON AV 11 FURLONG PL,VERNON Department OCA Number RMS Juris VPD CR20151845 CA0197300 VPD HERRERA.GUSTE *1 L8 23:32:49 00:22:17 10/26/2011 05:59:21 Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/26/2015 Jurisdiction: VERNON Last Date: 10/26/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer r Unit Dispatch Enroute_ _ OnScene Deprort Arrive Remove Comp 20151020239 RPT 10/26/2015 09:34:49 VERIZON WIRELESS 800 451 5242 4 902T E 45TH//HAWTHORNE AV,VERNON Department OCA Number RMS Juris VPD CR20151846 CA0197300 VPD CERDA,EUGENIO `21-12 09:37:04 09:37:27 09:40:01 10:54:39 20151020243 CITE 10/26/2015 11:13:35 Departmem OCA Number RMS Juris VCK FRUITLAND AV ll DOWNEY RD.VERNON RPT VPD CR20151847 CA0197300 VI VPD VALENZUELA,FEI *21-11 11:13:35 11:15:53 VPD GAYTAN,LOREN2 21-8 11:15:50 11:45:57 20151020245 CITE 10/26/2015 12:05:42 Departmenj OCA Number RMS Juris VCK E DISTRICT BL I!LOMA VISTA AV.VERNON CITE VPD CR20151848 CA0197300 RPT VPD CR20151849 CA0197300 RPT VS VS VPD GAYTAN,LOREN2 •21-8 12:05:42 12:51:36 20151020250 REPO 10/26/2015 13:30:50 HI FI INC REPO 4480 PACIFIC BL,VERNON Department OCA Number RMS Juris VPD CR20151850 CA0197300 VPD RECORDS BURE/ 'RECD 13:31:06 13:51:42 20151020265 VI 10/26/2015 17:49:19 Department OCA Number RMS Juris TRAFFIC STOP SANTA FE H BELGRAVE,VERNON RPT VPD CR20151851 CA0197300 VPD GAYTAN.LOREN2 '21-8 17:49:24 18:33:06 20151020266 1012712015 01:22:54 Page ? of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 10/26/2015 Jurisdiction: VERNON Last Date: 10/2612015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151020266 RPT 10/26/2015 18:18:14 902T 2901 S SANTA FE AV,VERNON Departmem OCA Number RMS Juris VPD CR20151852 CA0197300 VPD GILLMAN,MICHAE `5C15 18:18:14 18:30:06 VPD VALENZUELA,FEI 21-11 18:24:43 18:36:14 VPD CERDA,EUGENIO 21-12 18:20:46 18:24:41 18:51:40 20151020267 RPT 10/26/2015 18:31:24 MIKE CURRY 902T FRUITLAND AV 11 ALCOA AV,VERNON Departmem OCA Number RMS Juris VPD CR20151853 CA0197300 VPD GAYTAN,LORENZ '21-8 18:33:24 18-35:43 VPD ENCINAS,ANTHO 11-6 19:18:12 19:48:08 20:43:35 VPD SWINFORD.PHILL 11-7 19:53:32 20:01:31 VPD VALENZUELA,FEI 21-11 18-37:50 18:45:22 19:29:30 20151020270 -- -- RPT 10/26/2015 19:53:08 459VR 5837 S DISTRICT BL,VERNON Department OCA Number RMSJuris VPD CR20151854 CA0197300 VPD "1 L5 19:57:44 20:29-42 21:19.32 VPD HERRERA,GUST/ 1 L4 21:02.08 21:19:32 VPD SWINFORD,PHILL 11-7 20:01:41 20:07:14 20:54:03 20151020275 VI 10/26/2015 22:04:17 TRAFFIC STOP S SANTA FE AV II VERNON AV,VERNON Departmem OCA Number RMS Juris CITE VPD CR20151855 CA0197300 RPT VPD HERRERA,GUST/ '11-4 22:04:17 22:30:57 VPD ENCINAS,ANTHO 1L6 22:04:25 22:06:06 22:22:51 10/27/2016 01:22:54 Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Tithes and Location with OCA 's First Date: 101271201 5 Jurisdiction: VERNON Last Date: 1012712015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151020323 VI 10/27/2015 12:39:34 CITE TRAFFIC STOP E SLAUSON AV 11 SANTA FIE AV,VERNON Departmem OCA Number RMS Juris VPD CR20151856 CA0197300 VPD GAYTAN,LORENZ '21-6 12:39:34 13:08:23 20151020339 RPT 10/27/2015 15:44:14 T-MOBILE(877)653-7911 Department OCA Number RMS Juris 1015 20002 LEONIS 11 BOYLE,VERNON VPD CR20151857 CA0197300 VS VPD VALENZUELA,FEI '21-7 15:45:43 15.55:25 19:19:22 VPD CERDA.PAUL.JR 21-4 15:54:26 16-00:30 17:01:03 VPD CERDA,EUGENIO 21-5 15:55:38 15:57:52 17:18:18 VPD GAYTAN,LORENZ 2L6 15:57:56 19:19:22 VPD WINEGAR,JERRY 21-92 16:25:58 17:18:40 VPD CHAVEZ.JERRY,J 2S2 15:53:57 18:24:53 17:40:30 VPD GILLMAN,MICHAE 5C15 15:57A9 16:34:24 VPD ESCOBEDO,ALEY 5D23 16:07:09 17:40:30 VPD RAMOS,JOSE 5D35 16:18:53 17:40:30 VPD NEWTON,TODD M1 15:57:54 17:01:05 20151020343 RPT 10/27/2015 17:22:39 U WANT A DEAL 20002R 1930 E 51 ST.VERNON Departmenj OCA Number RMS Juris VPD CR20151858 CA0197300 VPD NEWTON,TODD *M1 17:25:41 17:26:19 VPD CERDA,PAUL,JR 2L4 17:26:08 17:39A7 18:07A2 20151020344 RPT 10/27/2015 18:13:54 VERIZON WIRELESS 800 451 5242 4 901T 5607 S SANTA FE AV,VERNON Departmem OCA Number RMSJuris VPD CR20151859 CA0197300 VPD CERDA,PAUL,JR `2L4 18:14:57 18:15.51 19:24:24 VPD 1 L8 18A9:20 18:52:34 19:21:00 VPD CHAVEZ,JERRY.J 2S2 18:25-13 18:27:53 19:21:30 20151020347 1012812016 00:56:5: Page 7 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/27/2015 Jurisdiction: VERNON Last Date: 10/27/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dcp O f rer Uifit Di5palch Enroute OnScene Depapf Arrive Remove Damp 20151020347 RPT 10/27/2015 19:27:59 1015 1L11 PEDCK S SANTA FE AV 11 VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20151860 CA0197300 VPD HERRERA,GUSTE *102 19-27:59 20:05,37 VPD SWINFORD,PHILL 1L11 19:33:25 19.34:26 19:42:10 VPD ZOZAYA,OSCAR 1 L8 19:28-03 20:05-37 10/28/2015 00:56:5f Page 2 of VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Dale: 10/28/2016 Jurisdiction: VERNON Last Date: 10128/2016 Call Number Disp Ten Received Caller Code Complaint Address Unit Tiftle Den Officer 1111fil Dispatch Enroute On.Scene Depart Arrive Remove Comp 20151020361 VI 10/28/2015 01:06:41 CITE TRAFFIC STOP SOTO/1 RANDOLPH.VERNON Departmem OCA Number RMS Juris VPD CR20151861 CA0197300 RPT VPD HERRERA,GUSTf '11-12 01:06:41 01:45:12 VPD SWINFORD,PHILI 11-11 01:06:52 01:09:09 01:45:12 20151020362 VI 10/28/2015 01:45:36 TRAFFIC STOP SOTO/157TH,VERNON Departmem OCA Number RMS Juris VPD CR20151862 CA0197300 VPD HERRERA,GUSTf '1L12 01:45:36 02:13.45 VPD SWINFORD,PHILL 11-11 01:45:40 01:48:52 02:09:18 20151020395 VS 10/28/2015 14:00:57 Departmenj OCA Number RMS Juris BOVEH S ALAMEDA//37TH,VERNON RPT VPD CR20151863 CA0197300 VPD VALENZUELA.FEI '21-7 14:02:33 14:13-20 14:42:54 20151020400 RPT 10/28/2015 16:23:01 VANS INTERNATIONAL 484R 3285 E VERNON AV,VERNON Department OCA Number RMS Juris VPD CR20151864 CA0197300 VPD CERDA,PAUL.JR •21-4 16:24:54 16:26:52 VPD MADRIGAL.MARW 21-5 16:26:49 16:31:58 17:11:12 VPD GAYTAN,LOREN2 21-6 16:44:40 16:45:36 20151020402 RPT 10/28/2015 17:30:23 VI TRAFFIC STOP S SANTA FE AV 1!37TH.VERNON Departmem OCA Number RMS Juris VPD CR20151865 CA0197300 CITE VPD GAYTAN,LOREN2 '21-6 17:30:23 17:55:36 ■ 1012912015 02:33.43 Page r of 1 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/29/2015 Jurisdiction: VERNON Last Date: 10/29/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151020430 RPT 10/29/2015 02:35:19 SPRINT 866-398-3284 901T GRANDE VISTA AV//WASHINGTON BL,VERN( Department OCA Number RMS Juris VS VPD CR20151866 CA0197300 CITY VPD VASQUEZ,LUIS `1L7 02:36:40 02:36:47 02:38:49 03:48:55 VPD OURIQUE,CARLO 1 L4 02:56:28 03:27:56 VPD SWINFORD,PHILL 1L5 02:36:55 02:39:57 03:48:54 VPD HERNANDEZ.EDV 11-6 02:58:35 03:48:54 20151020441 RPT 10/29/2015 09:54:29 902T PENNINGTON WAY 11 BANDINI,VERNON Department OCA Number RMS Juris VPD CR20151867 CA0197300 VPD VELASQUEZ,RICF "2L5 09:57-19 10:09:51 1055.52 20151020445 RPT 10/29/2015 11:07:53 459V 2252 E 37TH.VERNON Department OCA Number RMS Juris VPD CR20151868 CA0197300 VPD VELASQUEZ,RICI `21-5 11:08:50 11:21:32 11:47:28 VPD LUCAS,JASON 2L4 11:14:19 11:17:29 12:32:09 VPD MADRIGAL,MARIE 2L6 11:14A5 11:21:34 12:32:10 VPD DOCHERTY,MICH 2L7 11:11M 11:11:47 11:49:19 VPD ESTRADA,IGNACI 2S2 11:10:20 11:17:33 11:49:52 VPD RAMOS.JOSE 5035 11:31:00 11:50:16 20151020457 1015 10/29/2015 15:07:59 FU 4305 S SANTA FE AV.VERNON VPD RAMOS,JOSE '5D35 15:07:59 16:37:49 VPD MADRIGAL,MARIE 2L6 15:38:37 15:51:37 16:37:48 VPD PEREZAICK 5D30 15:11:30 16:37:49 VPD MARTINEZ,GABR 5D31 15:11:28 16:37:49 20151020480 10/30/2016 05:59:2E Page i of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 1 0/2912 0 1 5 Jurisdiction: VERNON Last Date: 10/29/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Deo Officer unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151020480 VS 10/29/2015 21:12:40 VCK 2209 E 27TH,VERNON Department OCA Number RMS Juris VPD CR20151869 CA0197300 VPD VASQUE2,LUIS "1L6 21A2:40 21:49:32 ESMSHM1 k' 10/30/2015 05:59:29 Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 1 013 012 01 5 Jurisdiction: VERNON Last Date: 10/30/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20151020502 RPT 10/30/2015 06:40:47 902T S BOYLE AV!1 SLAUSON AV,VERNON Departmem OCA Number RMS Juris VPD CR20151870 CA0197300 VPD DOCHERTY,MICH *2L7 06:43:15 06:43:16 06:57:09 07:37:55 VPD 2L5 06:45:05 06:54:48 07-37:54 VPD CROSS,JEREMY 2S2 07:01:51 07:32:03 20151020508 1015 10l3012015 08:16 24 RPT AB109 6829 FLORA VE, BELL SIA A COP VPD PEREZ,NICK *5D30 08.16:47 08:17:34 08:42:03 VPD MARTINEZ,GABR 5D31 08:15-58 08:17:42 08:42:03 VPD RAMOS,JOSE 5D35 08:17:03 08:17:38 09:01:08 20151020511 1015 10/30/2015 08:43:37 RPT AB109 5629 GOTHAM SPC 15, BELL GARDENS Departmem OCA Number RMS Juris VPD CR20151871 CA0197300 VPD PEREZ,NICK *5D30 08:43:55 08:43:37 09:32:52 VPD MARTINEZ.GABR 51331 08:43:53 11:02:25 20151020524 RPT 10/30/2015 10:21:31 261 R 3259 E 46TH,VERNON Department OCA Number RMS Juris VPD CR20161873 CA0197300 VPD HERNANDEZ,MIG *2STOF 10:22:19 13:06:46 VPD MADRIGAL,MARU 21-5 11:26:38 12:47:52 13:43:07 VPD PEREZ,NICK 51330 15:53:03 15:53:29 13:06:52 17:55:16 15:47:07 VPD MARTINEZ,GABR 51331 15:53:40 17:55:24 VPD RAMOS,JOSE 5D35 15:53:50 17:55:24 2015102052E RPT 10/30/2015 11:26.52 NAXA ELECTRONICS REPO 2320 E 49TH,VERNON Departmenj OCA Number RMS Juris REPO VPD CR20151872 CA0197300 VPD RECORDS BORE/ *RECD 11:33:04 11.55:52 1013112016 00:03:51 Page 4 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/30/2015 Jurisdiction: VERNON Last Date: 1013012015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer U'► it Dispatch Enroute OnScene Depart _Arrive Remove Corns) 20151020532 REPO 10/30/2015 12:38:19 ADART RPT REPO 3260 E 26TH,VERNON Department OCA Number RMS Juris VPD CR20151874 CA0197300 VPD RECORDS BURET `RECD 12A2:33 13:05:25 20151020534 RPT 10/30/2015 12:45:12 OSCAR 902T E SLAUSON AV I!ALCOA AV,VERNON Department OCA Number RMS Juris VPD CR20151875 CA0197300 VPD LUCAS,JASON *21-7 12:47:47 12A8:12 12:59:07 13.54:15 VPD DOCHERTY,MICH 21-4 12:53:42 13:54:16 VPD VELASQUEZ,RICI 21-6 12:52:56 12:53:46 20151020537 1015 10/30/2015 13:50:32 Departmem OCA Number RMS Juris PEDCK SEVILLE AV!I 46TH,VERNON RPT VPD CR20151876 CA0197300 VPD MADRIGAL,MARU *21-5 13:50:32 15:21:06 VPD VELASQUEZ,RICf 2L6 13:50:55 13:50:53 14:11:00 VPD LUCAS,JASON 2L7 13:54:20 14:49:13 VPD CROSS,JEREMY 2S2 13:51:17 13:55:25 14:01:02 VPD ESTRADA,IGNACI 2XS2 13:51:12 14:01:00 20151020549 VI 10/30/2015 19:04:05 JESSICA NORIEGA 902T BANDINI BL H ATLANTIC BL,VERNON Departmem OCA Number RMS Juris RPT VPD CR20151877 CA0197300 1015 VPD VASQUEZ,LUIS *1 L8 19:0534 19:06:33 VPD ZOZAYA,OSCAR 1 L11 19:05:42 19:16:42 21:01:40 VPD 1 L12 19:07:58 19:14:57 21:39:36 VPD GRAY,BRANDON 1S1 19:30:57 19:41:03 21:01:43 1013112015 00:03:51 Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10/31/2015 Jurisdiction: VERNON Last Date: 10/31/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScep:e Depart Arrive Remote C00710 20151020574 VREC 10/31/2015 05:40:37 RPT REC 3030 S ATLANTIC BL,VERNON Department OCA Number RMS Juris VPD CR20151878 CA0197300 VPD ZOZAYA,OSCAR *1L11 05:40:37 06-16:09 20151020580 RPT 10/31/2015 08:29:26 VI TRAFFIC STOP 2727 SLAUSON AV,VERNON Department OCA Number RMS Juris VPD CR20151879 CA0197300 CITE VPD GAYTAN,LORENZ *2L8 08:29:26 09:07:04 20151020583 RPT 10/31/2015 09:16:33 Department OCA Number RMS Juris TRAFFIC STOP SLAUSON 11 STATE,VERNON VI VPD CR20151880 CA0197300 CITE VPD GAYTAN.LOREN2 '2L8 09:16:33 09:44:45 20151020587 RPT 10/31/2015 10:49:42 1015 PATCK 4620 SEVILLE AV,VERNON Department OCA Number RMS Juris VPD CR20151881 CA0197300 VPD LUCAS.JASON *2L12 10:51:02 10:51:48 10:52:57 13:22:30 12:46:48 VPD VELASQUEZ,RICf 2L11 10:51:11 10:51:50 10:53:03 12:31:42 VPD GAYTAN,LOREN2 2L8 10:51:04 10:54:29 10:57:49 13:22:29 VPD CROSS,JEREMY 2S2 10:52:37 12:31:44 20151020590 RPT 10/31/2015 12:34:13 DEBRA SMITH 20002 E SLAUSON AV!!BOYLE AV,VERNON Department OCA Number RMS Juris VPD CR20151882 CA0197300 VPD CROSS,JEREMY '2S2 12:35:25 12:36:31 VPD VELASQUEZ,RICt 2L11 12-36:19 12:45:00 13:27:44 20151020593 1110112016 00:01:5C Page 1 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 10131/2015 Jurisdiction: VERNON Last Date: 10/31/2015 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep 01T+cer f?nit Dispatch Enraule OnScene Depart Arrive Remove Como 20151020593 RPT 1onV.2015 13;3057 TRAFFIC STOP 2045 E VERNON AV,VERNON Department OCA Number RMS Juris VI VPD CR20151883 CA0197300 CITE VPD C,AYTAN,LOREN2 '21L8 13:30::>+ 14:30:38 20151020599 RPT 1413112015 1 5:14:30 CITE TRAFFIC STOP E VERNON AV 11 SANTA FIE AV.VERNON Department OCA Number RMS Juris VPD CR20151884 CA0197300 VI VPD CROSS,JEREMY "2S2 15:14:31 15:33:52 VPD GAYTAN.LOREN2 2L8 15.19:56 15:33:54 16:23:56 11/0112015 00:01:5{ Page 2 of 2 RECEIVED +� NOV 1 0 2015 CITY ADMINISTRATION STAFF REPORT Prt 111L IC WORKS, WATER & DEVELOPMENT SERVICES DEPARTMENT DATE: November 17,2015 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson,Director of Public Works, Water & Development Services Department k1 Originator: Alfonso Hernandez,Permit Technician Cynthia Mireles4'ermit Technician RE: MONTHLY BUILDING DEPARTMENT REPORT Enclosed herewith is the Monthly Building Report for the month of October 2015.Thank you. ��1. .�.i City of Vernon y Building Department = Monthly Report from 10/1/2015 to 10/3112015 Type Value #of Permits Demolition $190,000.00 2 Electrical $512,790.00 13 Grading $1,000,000.00 2 Industrial-Addition $4,000.00 1 Industrial-Remodel $370,912.00 10 Mechanical $1,631,719.00 13 Miscellaneous $2,152,140.00 10 Plumbing $190,950.00 7 Roof $739,000.00 8 October 2015 TOTALS PERMITS: $6,791,511.00 fib PREVIOUS MONTHS TOTAL $54,235,677.00 604 YEAR TO DATE TOTAL $61,027,188.00 670 October 2014 TOTALS PERMITS: $3,934,613.00 52 PREVIOUS MONTHS TOTAL $46,212,232.00 514 PRIOR YEAR TO DATE TOTAL $50,146,845.00 &ac6Liel Kevin Wilson Director of Public Works,Water& Development Services C4 of Vernon s Building Departmerrit Major Projects from 101112015 to 10131f2015 .*.,'{�� Valuations> 20,000 Permit No. Project Address Tenant Description Job Value Demolition B-2015-0513 2626 25TH ST Removal of water tower $100,000 APN 5168023010 B-2015-0559 4620 SEVILLE AVE Demolition of building, concrete $90,000 APN 6308002016 and asphalt. 2 Record(s) $190,000.00 Electrical B-2015-0215 4510 ALAMEDA ST Red Chamber New main switch board $100,000 APN 6308013044 B-2015-0545 4310 BANDINI BLVD modification to main panel, new $80,000 APN 6304004019 distribution panel for new equipment. B-2015-0454 3840 26TH ST new printing press electrical. $100,000 APN 5192030001 B-2015-0588 3250 SACO ST Electrical for 5900 S% ft_of TI $40,000 APN 6302006026 B-2015-0591 4722 EVERETT AVE Add test kiteken, offices-lights, $125,000 APN 6304025005 AC, 3 sub panel , 100 outlets B-2015-0631 3137 26TH ST Vapor detection system for $25,000 APN 5169032015 flammable liquids bending. 6 Record(s) $470,000.00 Grading B-2015-0446 2901 FRUITLAND AVE Grading/paving repair and $1,000,000 APN 6303029016 replace 1 Record(s) $1,000,000.00 Industrial -Remodel B00-089-724 3840 26TH ST Command Packaging Addition of pre-fab hazmat $99,212 APN 5192030001 storage. B-2015-0713 3222 WASHINGTON BLVD Tenant improvement $130,000 APN 5169023032 B-2015-0563 5981 MALBURG WAY Convert 667 S.F. of warehouse $37,000 APN 6310027046 space to office. (2 private offices and 1 open office.) B-2015-0492 4593 49TH ST Family Fresh TI-Add cooler box $60,000 APN 6304018023 Produce B-2015-0587 3250 SACO ST New metal stud partitions for T.I $30,000 APN 6302006026 of(E)concrete tilt up structure. 5 Record(s) $356,212.00 Perthit No. Project Address Tenant Description Job Value Mechanical B00-090-132 3211 FRUITLAND AVE Change out of 2-10 ton AC $21,379 APN 6303028013 units on roof. B-2015-0589 3250 SACO ST 7 Ac units and related ducting $36.000 APN 6302006026 B-2015-0519 4560 LOMA VISTA AVE Conveyor system installation. $367,187 APN 6304020024 B-2015-0614 2309 38TH ST New boiler, installation and $135,995 APN 6302014013 associated piping FW B-2015- B-2015-0453 3840 26TH ST New printing press. Equipment $1,000,000 APN 5192030001 Value 5 Record(s) $1,559,561.00 Miscellaneous B-2015-0455 3840 26TH ST new printing press tower. $100,000 APN 5192030001 B-2015-0462 4240 BANDINI BLVD Equipment couers/canopies $120,000 APN 6304004015 B-2015-0657 4405 FRUITLAND AVE Installation of storage racks. $30,800 APN 6304026017 B-2015-0624 1862 27TH ST Upgrade and replace concrete $1,818,860 APN 6302009028 batch plant equipment B-2015-0665 2100 38TH ST Install additional trench drain to $28,208 APN 6302016026 exisitng system B-2015-0620 5970 ALCOA AVE Equipment Foundation $30,000 APN 6310027039 6 Record(s) $2.127,668.00 Plumbing B-2015-0590 3250 SACO ST New 7 restrooms and 2 kitchen $25,000 APN 6302006026 sinks in TI. (No underground work). (Filed w/B-2015-0589) B-2015-0635 55TH ST Install well pump motor, site $150,000 APN sewer,storm drain, bioretention basin, driveway approach, grade and pave site, fencing 2 Record(s) $i 75,000.00 Roof B-2015-0689 3225 WASHINGTON BLVD remove metal panel and install $80,000 APN 5169021006 new metal panels on ware house only. No A/C B-2015-0693 2520 CHAMBERS ST perform roof maintenance $80,000 APN 6308009038 B-2015-0694 4646 HAMPTON ST perform roof maintenance $80,000 APN 6308009038 B-2015-0695 3450 VERNON AVE perform roof maintenance $58,000 APN 6303011052 Perrtiit No. Project Address Tenant Description Job Value Roof(Cont.) B-2015-0698 1938 46TH ST Install T24 compliant white roof $65,000 APN 6308014032 coaling system to 45,000 sq.ft. building using 6 gallons of emuision 1 ply polyester and 3 gallons tropical 911 roof coating. B-2015-0671 5175 SOTO ST Tear off existing 2 layers of Bur $240,000 APN 6309026034 roof, install Dens Deck and modified bitumen. B-2015-0656 4461 SANTA FIE AVE Remove roof. Install 281b base, $90,000 APN 6308012016 2 ply 11 sheets, 1 721b cap sheet. (Partial re-roof) B-2015-0658 4309 DISTRICT BLVD Install torch-down roofing over $46,000 APN 6304022064 existing. (complete re-roof) 8 Record(s) $739,000.00 35 Permit(s) Total Valuation: $6,617,641.00 SoiiAKevSn Wilson Director of Public Works,Water 8,Development Services City of Vemon Building Department % New Buildings Report-October 2015 NONE �mn ISpn Director of Public Works,Water&Development Services City of Vemon Building Department Demolition Report-October 2015 Darling Delaware Co.Inc. 2626 25th St. Inside Redevelopment Area 1,190 Sq.Ft. 4620 Seville Ave LLC 4620 Seville Ave. Inside Redevelopment Area 26,520 Sq.Ft. Samwl Kevin Wilson Director of Public Works, Water,&Development Services City of Vernon Building Department Status of Certificates of Occupancy Requests Month of October 2015 Request for Inspection 33 Approved 5 Pending 282 Temporary Occupancies 32 Samuet Kevin WilsDn Director of Public Works, Water& Development Services City of Vernon Certificate of Occupancy Applications Date From 10/1/2015 to 10/3112015 Issued Permit No_ Project Address Terrint Desch tion Fees Paid $ udre Feet Certificate of Occupancy C-2015-0222 2050 51ST ST American Technologies,Inc. Warehouse- $689-00 35280 APN 6308016033 (ATI) storing contents C-2015-0223 2529 CHAMBERS ST Speed Six, LLC dba No Warehouse $300 00 1800 APN 6308008011 Steaks products C-2015-0224 2115 ANDERSON ST JB American Standard Inc. Garment Sewing $300.00 4464 APN 6308019030 C-2015-0225 4626 PACIFIC BLVD Dynamic Gift Inc. Warehouse $300 00 5000 APN 6308004010 ceramic gift C-2015-0226 2005 VERNON AVE Quality Sample Inc. Sewing samples $300.00 1370 APN 6302017043 C-2015-0227 4500 DISTRICT BLVD Matthew R. Novitzky, LLC Manufacturing $689 00 47628 APN 6304019001 Apparel C-2015-0228 4330 DISTRICT BLVD Jan IV Corp.dba Faith Electroplating $689.00 15288 APN 6304023002 Plating Company Automotive Parts and reconditioning Urethane Bumpers C-2015-0229 2900 SANTA FE AVE Angie Apparel,Inc. Garment Industry $300.00 900 APN 6302005003 C-2015-0230 2838 54TH ST World Variety Produce, Inc. Produce Storage $689.00 7100 APN 6310010007 C-2015-0232 2833 LEONIS BLVD. The Aplomb, Inc. Office use $300.00 720 APN 6303022004 C-2015-0233 5995 MALBURG WAY Re Trading Inc. Fabric warehouse $689 00 6116 APN 6310027046 C-2015-0234 2335 52ND ST 2335 52nd LLC Office use $300.00 100 APN 6308016016 C-2015-0235 5215 BOYLE AVE Cavalier Inc_ Warehouse apparel $689.00 6000 APN 6310009021 C-2015-0236 2060 37TH ST G2 Trading Group,Inc. Warehouse of $300.00 5000 APN 6302012005 garments C-2015-0237 2300 48TH ST Road tex transportation Inc. Warehouse and $815.00 63140 APN 6308015076 distr.snack foods C-2015-0238 2204 57TH ST Westside Feather and Down Furniture $669.00 9608 APN 6308019018 manufacturing C-2015-0239 2640 26TH ST Fashion Distribution Center, General office/ $689.00 13800 APN 6302001028 Inc. handbag C-2015-0240 2797 LEONIS BLVD EI Bodegon Storage of blankets $300.00 2500 APN 6308002012 and rugs C-2015-0242 5000 PACIFIC BLVD Lily Transportation Corp. Logistics and $300.00 1440 APN 6308003901 transportation modular office for Wholefoods. C-2015-0243 2640 26TH ST Fashion Distribution Center, Warehouse $689.00 13800 APN 6302001028 Inc. handbags C-2015-0244 2820 LEONIS BLVD La Moda 101, Inc. Wholesale, internet $689 00 5075 APN 6303023002 sales office. C-2015-0245 2622 ALAMEDA ST Amex Farm,LLC. produce distributor $300.00 4000 APN 6302009038 C-2015-0246 4255 DISTRICT BLVD Baja's Produce, Inc. Warehouse and $300.00 1000 APN 6304028034 storage of produce C-2015-0247 2670 LEONIS BLVD Main Trim Garment $300.00 5000 APN 6308003010 manufacturing C-2015-0248 4215 EXCHANGE AVE King Meat Services, Inc. Meat processing. $1,755.00 100000 APN 6304021049 C-2015-0249 2385 27TH ST Kocal Trading Co. Garment wholesale $300.00 3000 APN 6302008016 C-2015-0250 2900 SANTA FE AVE Gilbert Tex,Inc. Office use $300.00 700 APN 6302005003 C-2015-0251 4726 LOMA VISTA AVE L.A. Brands, LLC Garment $689.00 23932 APN 6304019025 manufacturing C-2015-0252 4224 DISTRICT BLVD Augello Enterprises,Inc. Seafood $689.00 6885 APN 6304027015 C-2015-0253 6063 MALBURG WAY Mollar, Inc. Warehouse $689.00 9903 APN 6310027044 General C-2015-0254 2360 48TH ST Zankou Enterprises Process meats and $689.00 15935 APN 6308015043 produce C-2015-0231 2150 37TH ST California Centrifugal Pump, Machine shop $300.00 5000 APN 6302013038 Inc. Replacing large machinge parts C-2015-0241 4425 SOTO ST Ten Thirty One Productions, Warehousing of $689.00 11852 APN 6308001020 LLC seasonal sets 33 Record(s) Total for Certificate of Occupancy: $17,705.00 433336 33 Permits(s) Total Fees $17,705 00 City of Vernon Certificate of Occupancy Issued pate From 1011/2015 to 10/31/2015 Issued Permit No. Project Address Tcnant Description Fe$s Paid Square Feet Certificate of Occupancy 1012612015 C-2015-0078 1980 25TH ST Provision, Inc. Manufacturing of $680.OG 20100 APN 6302009017 garment 10/28/2015 COO-003-574 5301 SANTA FE AVE Dutch, LLC Dba Joie Garment designing $520.00 83534 APN 6308016041 Equipment 8 Current Elliott 8 warehousing 10/28/2015 COO-003-749 6172 BOYLE AVE J M Apparel Resources, Warehousing of $689.00 127051 APN 6310027022 10/29/2015 C-2015-0194 2900 44TH ST Papa Cantella's, Inc. Food processing $1,378.00 12240 APN 6303014014 10/29/2015 C-2015-0231 2150 37TH ST California Centrifugal Machine shop $300.00 5000 APN 6302013038 Pump, Inc. Replacing large machinge parts 5 Record(s) Total for Certificate of Occupancy: �$3,576.00 247,925.00 5 Permits(s) Total Fees Paid $3.576.00 A f Rec � �® lr,K N0V 12 2015 STAFF REPORT CITY CLERWORCE CITY ADMINISTRATION - IT DIVISION DATE: November 17, 2015 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrato lll�� C-9 Originator: Ernesto Smith, Informati n Technalt(gy Manager RE: Approval of End User License Agreement and Software Support Agreement with Tritech Software Systems. Recommendation A. Find that approval of the proposed End User License Agreement and Software Support Agreement with Tritech Software Systems is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a"project"as defined by CEQA Guidelines section 15378; and B. Approve a new End User License Agreement and a new Software Support Agreement with Tritech Software Systems in an amount not to exceed $179,923.53 for a period of three years from August 25, 2015 through August 24, 2018. Background Since 1999, the City's Police Department has been using a Records Management System (RMS), Mobile Computer Terminal (MCT) and Computer Aided Dispatch System (CAD) from Tritech Software Systems (formally Visionair, Inc.,). The system is critical to the Police Department's operations and ability to respond to public safety concerns. On August 21, 2012 the City Council approved an End User License Agreement and Software Support Agreement with Tritech Software Systems, Resolution No. 2012-170, for a coverage period of one year from August 25, 2012 thru August 24, 2013. Since August 24, 2013, the City has paid an automatic renewal invoice on an annual basis. In order to comply with the special good governance reform contract terms and procedures set forth in Section 2.17.30(A) of the Vernon Municipal Code, staff is seeking approval to enter into a new End User License Agreement and a new Software Support Agreement with Tritech Software Systems for a period of three years. The coverage period would be from August 25, 2015 through August 24, 2018. Pursuant to Section 2.17.12(A)(2) of the Vernon Municipal Code, the agreements with Tritech requested herein are exempt from competitive bidding and competitive selection as Tritech is the Page 1 of 2 manufacturer of the hardware and software and the only supplier who can provide the annual software support services necessary to maintain the RMS, MCT, and CAD. Additionally, Section 2.17.02(A) of the Vernon Municipal Code requires City Council approval for all contracts with a total value over the lifetime of the contract exceeding $100,000. As outlined in the fiscal impact section below, the total value over the lifetime of the agreements with Tritech exceeds said amount. The attached End User License Agreement and Software Support Agreement have been reviewed and approved as to form by the City Attorney's office. Fiscal Impact The approximate cost is $59,974.51 per year for three years for a total amount not-to-exceed $179,923.53. The annual fee for fiscal year 2015-2016 was budgeted for in the Information Technology Division 2015-2016 budget and will be included in the budget for the following two fiscal years. Attachment(s) 1. Tritech Software Systems End User License Agreement 2. Tritech Software Systems Software Support Agreement Page 2 of 2 )) -FRI-FECH SOFTWARE SYSTEMS TRITECH SOFTWARE SYSTEMS END USER LICENSE AGREEMENT THIS IS A CONTRACT, BY INDICATING YOUR ACCEPTANCE "Use"means copying of any portion of software from a storage unit or BELOW, OR BY USING THE SOFTWARE, YOU ACCEPT ALL THE media into a computer or Server and execution of the software TERMS AND CONDITIONS OF THIS LICENSE. This End User thereon. License Agreement ("EULA") constitutes an offer that may be "User"means the operator of a CAD Workstation that is configured to accepted by Vernon Police Department("Client")as described above, access and/or utilize the capabilities and features of the TriTech Acceptance is expressly limited to the terms hereof and no different or Software. additional terms contained in any purchase order, confirmation, or "Workstation" means a dispatcher station, supervisory station, or other writing with respect to the subject matter herein shall have any other computer input station that utilizes the functionality of the force or effect unless expressly agreed to in writing by TriTech TriTech Software,whether the software resides locally or on a Server. Software Systems ("TriTech"). 2.0 License. 1,0 Definitions 2,1 Subject to the terms and conditions of this EULA and "Documentation"means any standard user manuals or other related provided that the applicable license fees set forth in Exhibit A are paid instructional and/or reference materials provided by TriTech, including in full, TriTech grants to Client a nonexclusive, nontransferable, right on-line help information and Release Notes issued in connection with and license to use the TriTech Software listed on Exhibit A and the Updates, In case of a conflict between written documentation (user user documentation provided therewith and a nonexclusive, manuals or Release Notes in printed or CD-ROM format)and on-line nontransferable right and license to access and use the functionality of help information,the printed and CD-ROM documentation will control. the TriTech Software (collectively the "Licensed Software") solely for "Object Code" means any instruction or set of instructions of a the Client's own internal use.This EULA does not grant Client any title computer program, including but not limited to, the TriTech Software, or right of ownership in the Licensed Software. Client may make in machine-readable form. copies of the Licensed Software for backup or archival purposes only. "Primary Computer System" means a local or wide area network 2.2 TriTech retains all right and title to the TriTech Software and consisting of one or more servers and multiple computer TriTech Documentation not expressly granted in this Agreement. Workstations, 2.2.1 If applicable, third party products providing "Server" means a computer in a local area network that runs supplemental software code to the TriTech Software and not subject to administrative software which controls access to all or part of the separate licensing provisions shall be licensed in accordance with the network and its resources and makes such resources available to provisions of this Section 2, All right and title to such third party computers acting as workstations on the network. Such term includes, software and its associated documentation shall remain with the without limitation, the Primary Computer System and the Standby vendor thereof. Computer System. 23 Each copy of the TriTech software provided under this "Software Support" means the providing by TriTech, under an Agreement and identified in Exhibit A may be used in a standby mode annual Software Support Agreement, of Telephone Support, Software on only one Standby Computer System at any one time as a backup in Error Correction, and Software Update services with respect to the the event of a failure, malfunction or other out of service condition of TriTech Software, as more fully described in the then current annual its Primary Computer System. In the event its Primary Computer Software Support Agreement between the parties, System fails to operate, the Standby Computer System may be "Software Support Agreement" means the agreement of that name enabled to function in its place. When the Primary Computer System for the rendering of Software Support services entered into between returns to its normal operational mode,the Standby Computer System the parties coincident with this agreement and renewed from time to and the TriTech software installed on such system must be returned to time thereafter. its standby mode. "Source Code"means the original mnemonic or high-level statement 2.4 The TriTech Software and TriTech Documentation may not version of the TriTech Software. be used to operate a service bureau, or time-sharing service, "Standby Computer System"means a server operating in a standby outsourcing service or other third party services or businesses that mode used to maintain a duplicate copy of the program and data provide computer aided call taking and emergency vehicle dispatching contained in the Primary Computer System. to third parties. Notwithstanding the above, Client shall be entitled to "Third Party Products and Services" means the products and use the TriTech Software at the Designated Location for itself and services provided by other vendors and/or subcontractors,as specified other agencies/entities in the area within Los Angeles County, in Exhibit A,if applicable. California,provided that the TriTech Software is installed and operated "Third Party Software"means software packages specified in Exhibit at only one physical location. A of this Agreement if applicable, including operating system and 2.5 This EULA does not include provisions for TriTech's service database software ("System Software"), the copyright to which is and support of the Licensed Software. The terms and conditions for owned by persons or entities other than TriTech. such services are set forth in the applicable Software Support "TriTech Documentation" means any standard user manuals or Agreement. other related instructional and/or reference materials, provided by 2.6 Client shall not use the Licensed Software except as TriTech, including on-line help information and Release Notes issued provided in this EULA. Without limiting the generality of the foregoing, in connection with Updates. In case of a conflict between written Client shall not(a)modify the Licensed Software;(b)copy, rent,lease, documentation(user manuals or Release Notes in printed or CD-ROM sell, sublicense, create derivative works from/of, or transfer the format) and on-line help information, the printed and CD ROM Licensed Software or the user documentation provided therewith; or documentation will control. (c) use the Licensed Software to provide call taking or dispatching "TriTech Software" means the Object Code version of the software services to third parties. Third party products providing supplemental specified in Exhibit A of this Agreement, and any applicable software code to the TriTech Software and not subject to separate Modifications provided hereunder, licensing provisions shall be licensed in accordance with the "Update" means revisions or additions to the TriTech Software and provisions of Sections 2.0 and 3.0 herein. the related Release Notes. The term "Update" does not include 2.7 Client acknowledges that the TriTech Software is subject to separate modules or functions that are separately licensed and priced, the export laws and regulations of the United States. The TriTech or new products that are developed and marketed as separate Software is classified EAR 99(No License Required). However, said products by TriTech. export laws and regulations prohibit or make subject to special controls the export or re-export of the TriTech Software or the Vernon Police Department TriTech Software Systems EULA V5 Copyright C 2013 TriTech Software Systems—Confidential and Proprietary Unpublished—Rights reserved under the copyright laws of the United States Pagel of 4 documentation to certain countries listed in Country Group E in judgment against Client which does not arise,wholly or in part,from the Supplement No. 1 to Part 740 of the U.S, Export Administration actions or omissions of Client, its officers, directors, employees, Regulations("Prohibited Countries"), to certain persons and entities on contractors, agents, or elected officials, or a third party, TriTech will the Denied Persons List contained in Supplement No. 2 to Part 764 of indemnify Client therefrom to the extent indemnification for such the Regulations and to certain Specially Designated Nationals and judgment is not provided under Client's insurance policies(unless Client Blocked Persons listed by the U.S. Office of Foreign Assets Control is self-insured in which case the preceding clause shall not apply).This (OFAC) (collectively "Prohibited Persons"). Accordingly, Client shall section 5 states the entire obligation of TriTech regarding infringement of not, directly or indirectly, export, re-export, license, sell, give, loan, intellectual property rights, and it will survive the termination of this transfer,disclose or otherwise grant access to the TriTech Software or EULA, the documentation to any Prohibited Country or Prohibited Person, to 5.2 Notwithstanding the above,TriTech shall have no duty under this any foreign national of a Prohibited Country, to any person affiliated Section 5 with respect to, and Client shall not bring an action against With a Prohibited Person,or to any person or entity outside the country TriTech for indemnification or other causes of action with respect to any in which the Designated Site is located without the express written Claim arising from or related to infringements (i)by the equipment or consent of TriTech. These prohibitions shall apply whether said operating system software upon or with which the Licensed Software person or entity is a subsidiary, parent, sister company or other runs,(ii)arising out of modifications to the Licensed Software not made affiliate of Client. by or under the direction of TriTech, (III) resulting from use of the Licensed Software to practice any method or process which does not 3.0 Term and Termination, occur wholly within the Licensed Software, or (iv)resulting from 3.1 Provided that the terms and conditions of this EULA are modifications to the Licensed Software prepared pursuant to complied with at all times, and subject to the termination provisions specifications or other material furnished by or on behalf of Client. below,the licenses provided hereunder are perpetual. 3.2 Client may surrender the licenses granted hereunder at any 6.0 Limitation Of Liability. time by giving written notice to TriTech and ceasing use of the 6.1 The total liability of TriTech for any claim or damage arising Licensed Software. under this EULA,whether in contract,tort,by way of indemnification or 3.3 TriTech may terminate the licenses granted hereunder for under statute shall be limited to (1) direct damages which shall not cause if Client materially breaches the terms of this EULA or otherwise exceed the license fees paid hereunder or (ii) in the case of bodily infringes TriTech's intellectual property rights in the Licensed injury or property damage for which defense and indemnity coverage Software,which breach is not remedied within thirty(30)days after the is provided by TriTech's insurance carrier(s), the coverage limits of date of written notice to Client of such breach. such insurance. 3A Upon termination of the licenses granted hereunder, Client 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE, shall permanently remove any Licensed Software from Client's WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, equipment, back-up media, or other storage locations and either (i) LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, return all copies thereof to TriTech or (ii) destroy such copies, as OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES TriTech directs, ARISING OUT OF THE USE OR NON-USE OF THE LICENSED 3.5 The provisions of Section 5, 6, 7, 8, and 10, survive the SOFTWARE, OR OTHERWISE RELATED TO THIS EULA, termination of the licenses granted herein. REGARDLESS OF WHETHER THE OTHER PARTY HAD 4,0 Warranty. KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 4.1 Unless otherwise provided In the applicable System Purchase Agreement, the TriTech Software licensed hereunder is 7.0 Confidentiality. Client acknowledges that the Licensed Software provided "as is", without warranty and will be add to and supported in and its associated documentation (the "Confidential Information") accordance with the Client's existing Software Support Agreement, constitute the trade secrets and proprietary information of TriTech. 4.2 TRITECH MAKES AND CLIENT RECEIVES NO OTHER Client shall hold the Confidential Information in confidence and shall WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT not disclose it to third parties except as necessary to exercise the LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY licenses granted hereunder and except as required by law or court OR FITNESS FOR A PARTICULAR PURPOSE, order, provided Client notifies TriTech in advance and cooperates in any effort by TriTech to seek a protective order and/or obtain 5.0 Intellectual Property Infringement. confidential treatment of the Confidential Information. Without limiting 5.1 TriTech represents and warrants that, to its actual, current the generality of the foregoing,Client shall use reasonable means, not knowledge, the Licensed Software does not infringe the copyrights, less than those used to protect its own trade secret and proprietary patents, trade secrets or trademarks (collectively "Intellectual Property information, to safeguard the Confidential Information. Client shall not Rights")of any third party, In the event of a claim, action or proceeding attempt, or authorize or permit others to attempt, to imitate the (collectively "Claim") brought against Client for infringement by the Licensed Software using the Confidential Information or any part Licensed Software of the Intellectual Property Rights of a third party, thereof, or to reverse engineer the Licensed Software by any method, TriTech will at its expense defend against such Claim, provided that now known or later discovered. Client immediately notifies TriTech of such Claim and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in 8.0 Arbitration. Any controversy or claim arising under or related to its discretion (i) contest, (ii)settle, (III) procure for Client the right to this EULA shall be settled by binding arbitration under the Commercial continue using the Licensed Software, or (iv)modify or replace the Rules of the American Arbitration Association(the"Association").The Licensed Software so that it no longer infringes (while maintaining location of any such arbitration shall be the principal place of business substantially equivalent functionality and performance to that described of Client or TriTech,at the option of the party against whom a demand in the user documentation.) Client may participate in the defense of for arbitration is filed with the Association. The arbitrator shall be such Claim at its own expense. If TriTech concludes in its sole selected from the national technology panel of the American judgment that none of the foregoing options are commercially Arbitration Association. Any court having jurisdiction over the matter reasonable, and Client's use of the Licensed Software is permanently may enter a judgment upon the award of the arbitrator. Service of a enjoined as a result of a judgment of a court of competent jurisdiction in petition to confirm the arbitration award may be made by United States respect of such Claim, then TriTech will return to Client the Licensed Mail, postage prepaid, or by any regularly conducted commercial Software license fee(s)paid by Client under this EULA less a portion of express mail service, to the attorney for the party or, if not so said fee(s) for Client's use of the Licensed Software, prorated over a represented, to the party at the address set forth herein, or to the period of three (3) years, and the licenses granted in this EULA shall party's last-known business address. The prevailing party in any terminate, In addition, in the event such Claim results in a final money Vernon Police Department TriTech Software Systems EULA VS Copyright©2013 TriTech Software Systems-Confidential and Proprietary Unpublished Rights reserved under the copyright laws of the United States Page 2 of 4 action or proceeding shall be entitled to recover its reasonable attorney's fees and costs, including but not limited to arbitration administrative fees and arbitrator fees. 9.0 Force Maley ure, Neither party shall be liable for delays or failures of performance resulting from circumstances beyond their control, including without limitation, acts of God, transportation delays, riots, acts of war or terrorism, government regulations imposed after the date of this EULA, communications line or other network failures, interruptions or delays,or power failures. 10,0 General Terms. 10.1 This EULA represents the entire agreement between the parties hereto and a final expression of their agreements with respect to the Licensed Software,and supersedes all prior written agreements, oral agreements, representations, descriptions, understandings or negotiations with respect to the matters covered by this EULA, If any term, provision, condition or covenant of this EULA is held to be invalid,void or unenforceable, the rest of the EULA shall remain in full force and effect and shall in no way be affected, impaired or invalidated. No amendment to this EULA shall be effective unless it is in writing and signed by authorized officers of both parties. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to or waiver of a breach by the other,whether express or implied, shall not constitute a consent to,waiver of,or excuse for any other different or subsequent breach. Neither this EULA nor any rights or obligations hereunder shall be assigned or otherwise transferred by either party without the prior written consent of the other party. This EULA shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this EULA except as provided hereinabove. This EULA may be executed in one or more counterparts, each of which together shall constitute one and the same instrument, and a facsimile of this EULA and its exhibit(s)may be used as an original. 10.2 Except to the extent that this EULA is governed by the laws of the United States, this EULA shall be governed, interpreted and enforced in accordance with the laws of the State of California, USA, without regard to its conflict of law provisions or the United Nations Convention for the International Sale of Goods, 10.3 All notices required to be given under this EULA shall be made in writing by(i)first-class mail, postage prepaid, certified, return receipt requested, (ii)by regularly scheduled overnight delivery, (Ili)by facsimile or email followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth herein, or such other address as provided in writing. Such notices shall be deemed given three(3)days after mailing pursuant to(i)above, or one(1)day after full compliance with(ii),(ill)or(iv)above. TRITECH SOFTWARE SYSTEMS VERNON POLICE DEPARTMENT 9477 Waples Street,Ste. 100 4305 Santa Fe Avenue San Diego,CA 92121 Vernon,CA 90058 By'----- By. Title: Title: Date: — - — Date: Vernon Police Department TriTech Software Systems EULA V5 Copyright©2013 TriTech Software Systems Confidential and Proprietary Unpublished—Rights reserved under the copyright laws of the United States Page 3 of 4 EXHIBIT A LICENSED SOFTWARE Licensed Software: Deliverable License Type Quantity Automated Citation Importer Server 1 CAD Connection Manager Software License Server 3 CAD License Server 4 CAD Monitor Software License Server 10 CAD Server Software License Server I CAD Tear and Go Printing Software License Server 4 CAD Zetron Model 26 Interface Server 1 CLETS Interface Server 1 FBR Server Software License Server 1 FBR Workstation Software License Workstation 24 Identix Livescan Interface Server 1 Mobile Law Office Workstation Software License Workstation 3 Mobile Law Vehicle Software License Workstation 25 Mobile Server Software License Server 1 NCIC Access RMS,Jail,and CAD Server 3 Remote Support Connectivity Workstation 1 RMS Server Software License Server 1 RMS Workstation Software License Workstation 10 RMS Citations Workstation 1 RMS Evidence and Bar Code Workstation 1 RMS Imaging/Mugshots Workstation 1 RMS Towing Workstation 1 RMS Traffic Accidents Workstation 1 Desienated Site: City of Vernon Police Department 4305 Santa Fe Avenue Vernon,CA 90058 Vernon Police Department TriTech Software Systems EULA V5 Copyright©2013 TriTech Software Systems—Confidential and Proprietary Unpublished—Rights reserved under the copyright laws of the United States Page 4 of 4 T R I T E C H 9477 h Software Systems 947 Waples Street,Ste. 100 SOFTWARE SYSTEMS San Diego, CA 92121 Phone: 858.799.7000 Fax: 858.799.7011 www.tritech.com SOFTWARE SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS Vemon Police Department Software Support Agreement Copyright O 2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page I of 22 I SOFTWARE SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 DEFINITIONS.................................................................................................3 2.0 TERM .............................................................................................................5 3.0 SUPPORT FEE(S)..........................................................................................5 4.0 TELEPHONE SUPPORT................................................................................6 5.0 SOFTWARE ERROR CORRECTION.............................................................6 6.0 SOFTWARE UPDATES .................................................................................7 7.0 LIMITATIONS.................................................................................................7 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE...........................................................................9 9.0 LIMITATION OF LIABILITY ......................................................................... 10 10.0 DISPUTE RESOLUTION.............................................................................. 10 11.0 SEVERABILITY............................................................................................ 11 12.0 FORCE MAJEURE/EXCUSABLE DELAY................................................... 12 13.0 CONSTRUCTION AND HEADINGS............................................................. 12 14.0 WAIVER....................................................................................................... 13 15.0 ENTIRE AGREEMENT................................................................................. 13 16.0 APPLICABLE LAW...................................................................................... 13 17.0 ASSIGNMENT.............................................................................................. 13 18.0 NOTICES...................................................................................................... 13 19.0 GENERAL TERMS....................................................................................... 14 ADDENDUMA.......................................................................................................... 16 ADDENDUMB.......................................................................................................... 17 Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 22 SOFTWARE SUPPORT AGREEMENT Client: Vernon Police Department Address: 4305 Santa Fe Avenue City, State, Zip: Vernon, CA 90058 Phone, Fax: (323) 826-1481 Contact Name: Danita Robertson This Agreement is made by and between TriTech Software Systems, referred to as "TriTech", with offices at 9477 Waples Street, Ste. 100, San Diego, California 92121 and Client named above, referred to as "Client". A. WHEREAS, TriTech and Client entered into a System Maintenance Agreement dated December 6, 2011, which included as an attachment a Software License Agreement ("SLA"); and B. WHEREAS, this Software Support Agreement (this"Agreement") supersedes and replaces the System Maintenance Agreement, and is entered into to provide continued Software Support for Client's licensed TriTech software applications on an annual basis, as further defined herein. NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement,TriTech and Client agree as follows: 1.0 DEFINITIONS 1.1 "Business Hour" means TriTech's normal business hours as further defined in Appendix B to this Agreement. 1.2 "Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech or other Software Vendors, including on-line help information and Release Notes issued in connection with Updates. 1.3 "Effective Date"means the last date of signature of this Agreement. 1.4 "Equipment" means the computer system equipment which meets TriTech's minimum recommended specifications. 1.5 "Help Desk" means the TriTech function consisting of receiving calls from Client concerning System problems and assisting Client with respect to the manufacturers of Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 22 Equipment, Software and other items acquired under the original Software License Agreement under the applicable warranties and/or maintenance support agreements. 1.6 "Server" means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. 1.7 "Software Error" means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. 1.8 "Software License Agreement" means the agreement entered into between Client and TriTech for license of the software applications supported under this Agreement. 1.9 "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech as more fully described in this Agreement. 1.10 "Specifications" means the functional requirements with respect to each Subsystem, including interface specification documents, and the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 1.11 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech. 1.12 "Subcontractor Hardware" means the hardware supplied by a Subcontractor as part of its subsystem. 1.13 "Subcontractor Software" means software supplied by a Subcontractor as part of its subsystem. 1.14 "System" means collectively all subsystems that make up the integrated computer system purchased or licensed under the System Maintenance Agreement and Software License Agreement between TriTech and Client. 1.15 "System Software" means without limitation, operating system software, DBMS Software, and communications software. 1.16 "TriTech Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech, including on-line help information and Release Notes issued in connection with Updates. 1.17 "Telephone Support" means the service provided by TriTech for access to the TriTech Technical Services Department by telephone, on a twenty-four (24) hour a day, seven (7) day per week basis, or as applicable on a Business Hour basis as further defined in this Agreement. 1.18 "TriTech Software" means the Object Code version of the software licensed to Client under the Software License Agreement between TriTech and Client. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 22 1.19 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. 1.20 "Use"means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 1.21 "User" means the operator of a Workstation that is configured to access and/or utilize the capabilities and features of the System. 1.22 "Vendor" means any supplier of hardware, software or services provided under the System Maintenance Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. 1.23 "Workstation" means any computer input station that utilizes the functionality of the System, whether the software resides locally or on a Server. 2.0 TERM 2.1 Client's current annual support term is August 25through August 24. This Agreement is effective August 25, 2015 through August 24, 2018. Support fees will be paid on an annual basis. Software Support for subsequent terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. On or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are based on the TriTech Software licenses currently granted to Client. The Software Support fee for the initial term shall be the amount specified in Addendum A hereto. 3.2 TriTech shall notify Client approximately ninety (90) days prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 5%, or the Consumer Price Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 22 Index for all Urban Consumers ("CPI-U") US City Average for the previous twelve (12) month period, whichever is less, Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. 3.4 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 %) per month, or the highest rate permitted by law, whichever is less, from fifteen (15) days after their due date until paid, Remittance Address: TriTech Software Systems P,O. Box 203223 Dallas, TX 75320-3223 3.4.1 Payments may be made by check; wire transfer; or ACH, TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 3.5 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Agreement, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice, 4.0 TELEPHONE SUPPORT TriTech will provide Telephone Support as more fully described in Addendum B. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service. 5.0 SOFTWARE ERROR CORRECTION If, during the term of this Agreement, Client determines that Software Errors) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall immediately notify TriTech Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Infonn Applications Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 22 pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech's facility but it is reproducible at the Client's site, the Client may request onsite assistance. If the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error, Client shall pay TriTech's travel expenses incident to the on-site visit. If the reported problem is determined to have been caused by Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software, Client shall, in addition, pay TriTech's labor related to the on-site visit at its then current hourly rates for technical support and engineering. 6.0 SOFTWARE UPDATES From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Software License Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.) 7.0 LIMITATIONS 7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current production version thereof that is offered to Client. If Client does not implement the most current production version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12)months thereafter. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 22 7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Agreement.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements or equipment specifications specified in the TriTech Documentation, or by failure of Client to provide and maintain the site and facility requirements described in the TriTech Documentation. 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up- to-date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software (but not Client's data) on Client's Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software, provided that support for Subcontractor Software is not provided under this Agreement, or System Software, including but not limited to operating system software. 7.3.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software, provided that support for Subcontractor Software is not provided under this Agreement, or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the then current TriTech Documentation and contact the TriTech Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished; Rights reserved under the copyright laws of the United States Page 8 of 22 7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes. 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 7.7 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Client is responsible for maintaining the equipment on which the TriTech Software operates. If Client determines that an item of Equipment provided under the System Maintenance Agreement, if applicable, does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the System Maintenance Agreement, if applicable, shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the System Maintenance Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 22 manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affect the operation of the TriTech Software and are not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 9.0 LIMITATION OF LIABILITY 9.1 The total liability of TriTech for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier(s), the coverage limits of such insurance. 9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 DISPUTE RESOLUTION 10.1 The parties desire to resolve certain disputes, controversies and claims arising out of this Agreement without litigation. Accordingly, the parties agree to use the following alternative procedure as their sole remedy with respect to any dispute, controversy or claim arising from or relating to this Agreement or its breach. The term "Arbitrable Dispute" means any dispute, controversy or claim arising under or related to this Agreement. 10.2 At the written request of a party, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Arbitrable Dispute arising under this Agreement. The parties intend that these negotiations be conducted primarily by non-lawyer, business representatives. (however, the parties may be assisted by legal counsel in such negotiations.) The discussions shall be left to the discretion of the representatives. Upon their mutual agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted, may be produced in discovery, and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 22 10.3 If the negotiations described above do not resolve the Arbitrable Dispute within sixty (60) days of the initial written request, the Arbitrable Dispute shall be submitted to mediation under the Commercial Mediation Rules of the American Arbitration Association (the "Association"). If the Arbitrable Dispute is not completely resolved in such mediation, any remaining issues shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the Association. A party may demand such arbitration in accordance with the procedures set out in those rules. The arbitration hearing shall (unless otherwise agreed by the parties) be held in the county of the principal place of business of the party against whom the demand for arbitration is filed. The arbitrator shall control the scheduling so as to process the matter expeditiously. The arbitrator shall rule on the Arbitrable Dispute by issuing a reasoned written decision. In no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages. Notwithstanding anything to the contrary herein, the arbitrator shall have the power, concurrent with a court of competent jurisdiction, to award provisional relief such as a temporary restraining order or a preliminary injunction. The times specified in this Section may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. 10.4 The mediator and/or arbitrator shall be selected from the national panel of arbitrators of the American Arbitration Association with expertise in computer law and technology. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by United States Mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the party or, if not so represented, to the party at the address set forth herein, or to the party's last-known business address. 10.5 The arbitrator shall have the power at the arbitrator's discretion to appoint a Special Master or consultant for the purpose of analyzing technical issues and preparing a report to the arbitrator of such analysis, and performing such other tasks as the arbitrator(s) may deem necessary for a fair and proper determination of the issues submitted to arbitration. The costs of the services of such Special Master or consultant shall be shared equally by the parties. 10.6 Each party shall bear its own costs of these procedures. A party seeking discovery permitted by the arbitrator shall reimburse the responding party the reasonable out-of- pocket cost of production of documents (to include search time and reproduction time costs). The parties shall initially equally share the administrative fees of the arbitration and the arbitrator's fees. The prevailing party shall be entitled to reimbursement of its share of said fees actually paid, as well as to an award of reasonable attorney fees. 10.7 THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY AGREEING TO THIS ARBITRATION PROVISION, THEY ARE GIVING UP THE RIGHT TO TRIAL (BY JURY OR OTHERWISE) WITH RESPECT TO THIS AGREEMENT AND THEY HEREBY WAIVE SUCH RIGHT. 11.0 SEVERABILITY Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 1 I of 22 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. 12.0 FORCE MAJEURE/EXCUSABLE DELAY Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13.0 CONSTRUCTION AND HEADINGS The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 22 14.0 WAIVER 14.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 14.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 15.0 ENTIRE AGREEMENT This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. 16.0 APPLICABLE LAW Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law provisions and not including the United Nations Convention on Contracts for the International Sale of Goods if such convention would otherwise be applicable. 17.0 ASSIGNMENT Neither party may assign this Agreement without the express written consent of the other party, which consent shall not to be unreasonably withheld. 18.0 NOTICES All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv)by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished; Rights reserved under the copyright laws of the United States Page 13 of 22 To Client: To TriTech: Vernon Police Department TriTech Software Systems 4305 Santa Fe Avenue 9477 Waples Street, Ste. 100 Vernon, CA 90058 San Diego, Calif. 92121 Attn: Ernesto Smith Attn: Christopher D. Maloney, Information Technology Manager President and CEO 19.0 GENERAL TERMS 19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement. 19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed. 19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 19.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. 19.7 This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 22 19.8 THE PARTIES' ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHERWRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY. VERNON POLICE DEPARTMENT TRITECH SOFTWARE SYSTEMS Accepted By (Signature) Accepted By(Signature) Printed Name Printed Name Title Title Date Date Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 22 ADDENDUM A SUPPORT FEES The term of this Agreement is August 25, 2015 through August 24, 2018, support fees paid on an annual basis. Support fees for Client's annual support term of August 25, 2015 through August 24, 2016 will be$59,974.51. Prior to the end of the then current support term, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee, which fees are subject to increase in accordance with section 3.2 of this Agreement. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee. The remittance address for payments only is: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320-3223 Option: As further defined in Addendum B hereto, standard Software Support for the TriTech RMS, FBR, and Jail applications is provided on an 8x5 basis. Support fees for 8x5 support are calculated at a lesser rate than 240 support. However, as an optional upgrade, Client may purchase Software Support for these TriTech Software applications on a 240 basis with the applicable adjustment in support fee. If this option has been chosen, check the box below: Optional Support Upgrade to 240 for RMS, FBR, or JAIL Yes ❑ Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 22 ADDENDUM B SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) All TriTech Software Errors reported by Client employees shall be resolved as set forth below. Initial response by TriTech will be based upon the priority assigned by Client's supervisor of the System. Resolution response will be based upon the priority jointly agreed on by TriTech and Client. Client will specify a central contact person at each System installation site and a Client coordinator who will be the focal point for all System activity. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. Software Errors may also be reported via email to: CH ClientServicesTriage(& ritech.com or through TriTech's Support website. Note that Critical Priority Software Errors must be reported via telephone. The written report must be faxed or emailed to TriTech. (3) "Normal Customer Service Hours" are provided 8:00a.m. through 5:00p.m. for all US time zones, Monday through Friday, excluding holidays. (4) The main support line will be answered by TriTech's Customer Service Department, or TriTech's paging service, depending on the time/day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support line, or the call. Afterhours, the call will be automatically routed to TriTech's paging service. Any calls routed to the paging service will immediately be escalated to the Customer Service Representative on-call for prompt follow-up and resolution. If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical or Urgent Priority problem, as described below, locate a Customer Service Representative. (5) After Normal TriTech Customer Service Hours, the main support line will be answered by our emergency paging service. When connected to the service, the Client shall provide his or her name, organization name, call-back number where the Customer Service Representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical or Urgent Priority Problem). (6) During Normal Customer Service Hours, each Software Error report or enhancement request will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original Software Error report. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 22 (7) Client shall provide TriTech with remote access to the Client's network, servers and workstations in order for TriTech to perform software support services via secure Internet access and the latest version of Microsoft's Internet browser software (Internet Explorer). Client shall maintain a license to a TriTech-prescribed remote access support tool. (8) Reported software errors will be responded to and resolved in accordance with the Support Issues Priority and Response Matrix at section 9 below. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. a. If a response is not received, or a resolution is not provided in accordance with the Support Issue Priorities and Response Matrix, the Client may call TriTech and request escalation of the issue. (9) Priorities and Support Response Matrix The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Software Support Agreement. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished; Rights reserved under the copyright laws of the United States Page 18 of 22 This matrix defines the support issues, response times and resolutions for the Client's licensed VisionCAD, VisionMobile, Inform RMS, Jail, FBR and Interfaces, and IQ (on-premise) Software Applications Note: Normal Customer Service Hours for TriTech CAD,Mobile,Browser,Jail,Interfaces Inform RMS,FBR,and Inform IQ are 8:00am to 5:00 PM for all US time zones on weekdays excluding holidays. After Hours support is offered weekends,nights and holidays. Software Errors for other than Critical or Urgent Priorities may be reported via the web portal:TriTech.com;or email: CH Cl ientServicesTriage(&tritech.com. Priority Issue Definition Response Time Priority I— 240 Support for live operations on the Normal Customer Service Hours: Telephone calls Critical Priority production system: A system down event which to 800.987.0911 will be immediately answered and severely impacts the ability of Users to enter and managed by the first available representative but update records. This is defined as the following: not longer than 5 minutes after the initial phone call. • VisionCAD, VisionMobile,Inform Jail, RMS,FBR or IQ system down After Normal Customer Service Hours:Thirty(30) • Critical servers inoperative,as listed in minute callback after client telephone contact to Special Note#1. 800.987.0911. • Complete interruption of call taking and/or dispatch operations Unless operational 240 support is selected, • Loss of ability for all Inform RMS,FBR,or support for TriTech Inform RMS,FBR,and Jail i Jail users to log on to system not managed via after hours support. This means one or more critical server Priority I issues must be called in via 800. components are non-functional disabling 987,0911 in order to receive this level of response. VisionCAD,VisionMobile,Inform RMS,FBR or Jail workstations. These Software Errors are defined in Special Note#1,below. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 22 Priority Issue Definition Response Time Priority 2— 24x7 Support for live operations on the Normal Customer Service Hours: Telephone calls Urgent Priority production system: A serious Software Error not to 800,987.0911 will be answered and managed by meeting the criteria of a Critical Priority,but the first available representative but not longer than which severely impacts the ability of Users to 5 minutes after the initial phone call, perform a common function. Such errors will be consistent and reproducible. After Normal Customer Service Hours:One(1) hour callback after client telephone contact to 800. This is defined as the following: 987.0911, • Loss of ability for a User to dispatch emergency units; Unless operational 240 support is selected, • Loss of ability for Inform RMS users to support for TriTech Inform RMS,FBR and Jail is enter Case(Incident,Arrest,and not managed via after hours support Custody)records into the system; • Loss of ability for Inform Jail users to Priority 2 issues must be called in via 800. Book or Release Inmates; 987,0911 in order to receive this level of response. • boss of ability to transfer Inform FBR reports; • Loss of critical data. A significant number of VisionCAD, VisionMobile,Inform RMS,FBR or Jail workstations(e.g,,does not apply to a minimal set of VisionCAD,VisionMobile,Inform RMS,FBR or Jail workstations). These Software Errors are defined in more detail in Special Note#2,below. Priority 3- High Priority Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Software Error related to a user function which to 800.987,0911 by the first available does not negatively impact the User from representative, performing a common call taking or dispatching function,RMS,FBR or Jail.Such errors will be Priority 3(High Priority)issues are not managed consistent and reproducible, after Normal Customer Service Hours. • Loss of Non-Critical Data; • NIBRS State Reporting Issues that cause agency reports to exceed State error submission limits; • UCR reporting multiple occurrence of inaccurate data, A significant number of VisionCAD, VisionMobile,Inform RMS,FBR or Jail workstations are negatively impacted by this error (e.g.,does not apply to a minimal set of VisionCAD,VisionMobile,Inform RMS,FBR or Jail workstations). Priority 4-- Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800,987.0911 will be answered and managed by does not prevent routine use of the system,This the first available representative includes system administrator functions. Priority 4(Medium Priority)issues are not managed after Normal Customer Service Hour Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 22 Priority Issue Definition Response Time Priority 5— Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documentation errors,including to 800.987.0911 will be answered and managed by Client technical questions or usability questions the first available representative but not longer than 5 minutes after the initial phone call Priority 5(Low Priority)issues are not managed after Normal Customer Service Hours, Priority Resolution Process Resolution Time Priority 1— TriTech will provide a procedural or configuration TriTech will work continuously(including after Critical Priority workaround or a code correction that allows the hours)to provide the Client with a solution that Client to resume live operations on the production allows the Client to resume live operations on the system. production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 24 hours after notification. Priority 2— TriTech will provide a procedural or configuration TriTech will work continuously(including after Urgent Priority workaround or a code correction that allows the hours)to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume live operations on the production system. production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Priority 3- TriTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or problem. code correction within a timeframe that takes into consideration the impact of the issue on the Client and TriTech's User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4— If TriTech determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priority error requires a code correction,such resolution which may include a workaround or issues will be addressed in a subsequent release code correction in a future release of the software. when applicable. Priority 4 issues have no guaranteed resolution time. Some problems of a minor nature may be designated for repair during a future technology upgrade of the affected module. In that case,the issue will be documented in a TriTech software development document and the support ticket will be closed. Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues. TriTech's roadmap planning process. Some problems of a minor nature may be designated for repair during a future technology upgrade of the affected module. In that case,the issue will be documented in a TriTech software development document and the support ticket will be closed. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 22 Special Note#1: Priority 1 -Critical Priority issues meeting the previously noted criteria are defined as follows: A. TriTech VisionCAD; a, The VisionCAD System is down and all workstations will not launch or function. b. The VisionCAD System is inoperable due to data corruption caused by TriTech Software. C. Law enforcement users are unable to send or receive justice queries(this priority applies if the functionality is available through none of the available methods). B. TriTech VisionMobile: a. The VisionMobile System is down and all unit mobile devices will not login or function. b. The VisionMobile System is inoperable due to data corruption caused by TriTech Software. C. TriTech/Mobile Interfaces: a. A NCIC State Message Server(records check)interface is down(see Special Note#1 section 1.d). D. TriTech Inform RMS System: a. Inform RMS Server is down and unavailable for queries. b, Inform RMS is inoperable due to data corruption caused by TriTech Software. E. TriTech Inform Jail: a. The Jail System Server is down and unavailable for queries and/or inmate booking and/or release, b. The Jail System is inoperable due to data corruption caused by TriTech Software. F. TriTech Inform FBR System: a. The Inform FBR Server is down and unavailable to process reports. b. The Inform FBR Server is inoperable due to data corruption caused by TriTech Software. G. TriTech Inform IQ a, There are no Critical Priority(Priority 1)issues for this product. Special Note#2: Priority 2-Urgent Priority issues meeting the previously noted criteria are defined as follows: A. TriTech VisionCAD: a. VisionCAD users are severely impacted due to one of the following conditions: i. Unable to enter new requests for service, ii, Unable to assign a unit to an incident- iii. Unable to change a unit's status. iv. Unable to close an incident. v. Unable to view incident information needed to dispatch an incident(using all available methods). b, An ANI/ALI interface repeatedly fails to process information into an incident. B. TriTech VisionMobile; a. Mobile users are severely impacted due to one of the following conditions: i. Unable to receive new requests for service from VisionCAD. ii. Unable to view incident information needed to dispatch an incident. iii, Law enforcement users are unable to send or receive justice queries(using all available methods), C. TriTech Inform RMS,FBR,and Jail: a. Inform RMS-Inability to create and save reports b, Inform FBR—Inability to enter and transfer reports into Inform RMS c. Inability to create UCR/NIBRS State Reports d, Infonn Jail—inability to book or release an inmate D. TriTech Inform IQ: a. There are no Urgent Priority(Priority 2)issues for this product. Additional Information: State and Federal mandates relating to justice queries and reporting change from time to time. The following changes are considered covered support items: A. Modifications to installed Uniform Crime Reporting(UCR)Program or National Incident Based Reporting System (NIBRS)facilities within the TriTech Inform RMS Licensed Software as necessary to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. B. Modifications to installed TriTech CAD/Mobile Licensed Software that operates with State and National Criminal Justice Information Systems(State CJIS/NCIC)systems to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Vernon Police Department Software Support Agreement Copyright©2014 TriTech Software Systems—Confidential&Proprietary Vision and Infonn Applications Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 22 + I { 1 L RECEIVE® REPORT NOV 12 2015 STAFF CITY ADMINISTRATION — IT DIVISION CITY CLERK'S OFFICE DATE: November 17, 2015 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator Originator: Ernesto Smith, Information Manager o =k RE: Approval of Authorization to Order Agreement with AT&T for the State of California CALNET 3 Contract Recommendation A. Find that approval of the proposed Authorization to Order Agreement for the State of California CALNET 3 Contract is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Approve a new Authorization to Order Agreement with AT&T for the State of California CALNET 3 Contract for telecommunications and network services for a period effective upon the execution of the Authorization to Order Agreement through June 30, 2018. Backp-round Since 2011, the City has purchased voice, data and long distance services from AT&T through the State of California's CALNET 2 Contract. On November 15, 2013, AT&T and the State of California entered into a new CALNET 3 Contract. AT&T has informed the City it will no longer provide services under the old CALNET 2 Contract and the City will need to transition to the new CALNET 3 Contract. CALNET 3 is a competitively bid contract that provides a comprehensive array of telecommunications and network services to public entities throughout the State. Under the state's contract, any public agency is allowed to order services and products as set forth in the contract by completing and submitting an Authorization to Order Under State Contract prior to ordering services. In accordance with Section 2.17.12 (A)(5)(b) of the Vernon Municipal Code, the proposed Authorization to Order Agreement with AT&T for the State of California CALNET 3 Contract ("ATO Agreement") is exempt from competitive bidding as services would be purchased from AT&T at the same prices, term and conditions as in a previous award from another public agency by competitive bid. Page 1 of 2 The Information Technology Division recommends completing and submitting the attached ATO Agreement for Subcategories 1.1, 1.2, 1.3, 1.4, 1.5 and 1.6. Signing the ATO Agreement will allow the City to pay competitive rates available under the state's CALNET 3 Contract, If the City chooses not to order these services under the CALNET 3 Contract, the City will pay significantly higher rates for services. Signing the ATO Agreement will not affect any of the existing services since no upgrades or change of equipment will be required. Pursuant to Section 2.17.02(A) of the Vernon Municipal Code, Council approval is required as the total value over the lifetime of the ATO Agreement exceeds $100,000. The attached ATO Agreement has been reviewed and approved as to form by the City Attorney's office. Fiscal Impact The approximate cost associated with signing the proposed Authorization to Order Agreement for the State of California CALNET 3 Contract based on current usage is approximately $44,652 per year for the next three years for an estimated total cost of $133,956 over the life of the Agreement. Sufficient funds to cover the costs associated with the ATO Agreement for the current year were allocated and are available in the fiscal year 2015-2016 IT budget. The IT Division will continue to allocate sufficient funds for these services in their budget for subsequent fiscal years. Attach ment(s) 1. Authorization to Order Agreement with AT&T for the State of California CALNET 3 Contract Page 2 of 2 ATTACHMENT 4—AUTHORIZATION TO ORDER{ATO) Pagel of 4 AUTHORIZATION TO ORDER UNDER STATE CONTRACT AT&T and the State of California ("State") have entered into a Contract for CALNET 3 Statewide Contract A (SWC-A), Q-M2-10-T"j, for the fok wing Subcategories and terns. The State may, at its sole option, elect to extend the Contract term for up to the number of additional periods of one(1)year each as indicated below. 1 year Optional SuhGMW= 1.1 Dedicated Transport November 15,2013 June 30,2018 2 1.2 MPLS,VPN and Converged November 15, 2013 June 30, 2018 2 Volp 1.3 Standalone VoIP November 15,2013 June 30, 2018 2 1.4 Long Distance Caning November 15,2013 June 30,2018 2 1.5 ToM-Free Caving November 15, 2013 June 30,2018 2 1.6 Legacy Telecornmunicatlons November 15, 2013 June 30, 2017 3 Pursuant to the Contract, which is incorporated herein by reference, any public agency, as defined in Government Code section 11541, is allowed to order services and products ('Services") solely as set forth in the Contract. A non-State public Entity(herein'Non-State En ity") shall also be required to complete and submit this Authorization to Order(ATO) Under Slate Contract prior to ordering Services. A description of the Service(s), applicable rates and charges and the specific temp and conditions under which the Services)will be provided to a Non-State Entity are fully set forth in the Contract. Access to the Contract is available at http://www.otech.ca-gov/stnd/calnet3/. City of Vernon ("Non-State Entity") desires to order Service(s), and Contractor agrees to pro%nde such Service(s), as identified in the State of California, Telecommunications Service Request (Form. 20), pursuant to the terms and conditions and rates contained in the Contract. 5-Rime Customers Onty complete if applying for E-Rate funding: Insert Non-state Entity Name sere I intends to seek Universal Service Funding (E-Rate)for eligible services provided under this ATO. The Service(s)ordered under this ATO shall commence I Insert month day, year I ("Service Date'). Upon the Service Date, this ATO supersedes and replaces any applicable serving arrangements between Conbador and Non-State Agency for the Senke(s) being ordered under this ATO. ATTACHMENT 4—AUTHORIZATION TO ORDER (ATO) Page 2 of 4 This ATO shall become effective upon execution by Non-State Entity, Contractor, and the Office of Technology Services, Statewide Telecommunications and Network Division (OTech/STND). No Service(s) shall be ordered by Non-State Entity or provided by Contractor until this ATO has been executed by both parties and approved by OTech/STND. By executing this ATO, Non-State Entity agrees to subscribe to the selected services, and Contractor agrees to provide selected services, in accordance with the terms and conditions of this ATO and the Contract. Upon execution of this ATO by Non-State Entity and Contractor, Contractor shall deliver this ATO to OTech/STND for review and approval. The State may, at its sole discretion, revoke any applicable previously approved ATO. The OTech/STND will provide Contract management and oversight, and upon request by the Non- State Entity or Contractor, will advocate resolving any Contract service issues. The ATO, and any resulting Form 20, is a Contract between the Non-State Entity and the Contractor. The State will not represent the Non-State Entity in resolution of litigated disputes between the parties. Non-State Entity may terminate this ATO, for specific Service(s) or in total, prior to termination of the Contract, by providing the Contractor with thirty (30) calendar days' of written notice of cancellation. This ATO shall not exceed the term of the CALNET 3 Contract. Non-State Entity, upon execution of this ATO, certifies that Non-State Entity understands that Contractor and the State may, from time to time and without Non-State Entity's consent, amend the terms and conditions of the Contract thereby affecting the terms of service Non-State Entity receives from Contractor. Non-State Entity, upon execution of this ATO, certifies that it has reviewed the terms and conditions, including the rates and charges, of the Contract. Non-State Entity, upon execution of this ATO, certifies the Non-State Entity understands that billing invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the State, pursuant to provisions of the Contract. All Service(s) ordered under this ATO will be submitted using the Form 20, signed by the Non- State Entity's authorized signatory. Any additions or deletions to Service(s) shall likewise be accomplished by submission of a Form 20, noting changes. The Non-State Entity understands that Form 20s are subject to review by the CALNET 3 CMO to ensure contract compliance. Non-State Entity, upon execution of this ATO, certifies the Non-State Entity understands that the Contractor shall provide CALNET 3 CMO all data, reports, and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Non-State Entity may, by placing Service orders issued by its duly authorized representative with Contractor, order any of the Service(s) listed in the Contract and selected below. Contractor shall bill Non-State Entity, and Non-State Entity shall pay Contractor according to the terms and conditions and rates set forth in the Contract for such Service(s). ATTACHMENT 4—AUTHORIZATION TO ORDER (ATO) Page 3 of 4 Whenever any notice or demand is given under this Contract to Contractor or Non-State Entity, the notice shall be in writing and addressed to the following: Non-State Entity: Contractor: City of Vernon AT&T 4305 S Santa Fe Ave 2700 Watt Avenue, Room 1213 Vernon, CA 90058 Sacramento, CA 95821 Mini Attn: Contract Program Manager Notices delivered by overnight courier service shall be deemed delivered on the day following mailing. Notices mailed by U.S. Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) State business days after mailing. Notices delivered by any other method shall be deemed given upon receipt. IN WITNESS WHEREOF, the parties hereto have caused this ATO to be executed on the date shown below by their respective duly authorized representatives: NON-STATE ENTITY CONTRACTOR _ By: Authorized Signature By: Authorized Signature Printed Name and Title of Person Signing Printed Name and Title of Person Signing Date Signed: Date Signed: i I Approved By: State of California Department of Technology, Statewide Telecommunications and Network Division By: Authorized Signature: Printed Name and Title of Person Signing: i Date Signed: ATTACHMENT 4—AUTHORIZATION TO ORDER (ATO) Page 4 of 4 City of Vernon Select services for Selected Services I AT&T Q-A-12-10-TS-01 Customer Initials F-1 Dedicated Transport Subcategory 1.1 Multi-Protocol Label Switching(MPLS) i Subcategory 1.2 (] Standalone Voice over Internet Protocol(VoIP) Subcategory 1.3 0 Long Distance Calling Subcategory 1.4 El Toll Free Calling Subcategory 1.5 Legacy Telecommunications Subcategory 1.6 RECEIVED NOV 12 20!5 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: November 17, 2015 TO: Honorable Mayor and City CounclJ FROM: Mark C. Whitworth, City Administrator Originator: Alex [dung, Economic Developrne ager RE: Approval of Ratification of the Second Amendment to the Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement with Fruitland Owner, LLC (COX) for the property located at 3200 Fruitland Avenue ELW�Lm!geudation A. Find that approval of the ratification of the Second Amendment to the agreement regarding assignment and assumption proposed in this staff report is exempt from the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the Ratification of the Second Amendment to the Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement with Fruitland Owner, LLC for the property located at 3200 Fruitland Avenue, in substantially the same form as submitted herewith. BaSkaro d At the August 12, 2015 meeting the City Council adopted Resolution No. 2015-57 which approved the assignment of approximately 14.53 acres of unimproved property located at 3200 Fruitland Avenue to COX for $22,556,769 for the purpose of redevelopment. Since the approval the City granted COX an amendment to the agreement to correct the Escrow Agent. Below is a summary of the terms and agreements in the attached second amendment. Summary of the terms and agreement: 1) Due Diligence Period: The Due Diligence Period has ended with the signing of the agreement. An additional $250,000 deposit was paid to the City. Commencing November 2, 2015, Cox shall pay an additional $25,000 per month to the City. 2) Closing- Datc No later than December 30, 2015 with an extension up to sixty days. 3) Power Purchase Agreement: A power purchase agreement shall agree to the form of the Power Purchase Agreement and related Added Facilities Agreement. 4) Land Use Covenant: Agreement to the Land Use Covenant. 5) Cox's Conditions to Closing: 1) rPlanet Earth Los Angeles LLC (recycling manufacturing business) shall have obtained the Conditional Use Permit from the City. At the November Yd, 2015 meeting the City Council approved the Conditional Use Permit for rPlanet Earth Los Angeles LLC. 2) The approval of the Soil Management Plan from the California Department of Toxic Substances Control and any other necessary governmental agencies. Fiscal Impact $250,000 due to the extension Attachment 1. Second Amendment to Agreement Regarding Assignment and Assumption of Purchase and Sales Agreement between City of Vernon and Fruitland Owner LLC RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND RATIFYING THE EXECUTION OF A SECOND AMENDMENT TO AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND FRUITLAND OWNER, LLC FOR PROPERTY LOCATED AT 3200 FRUITLAND AVENUE WHEREAS, on March 22, 2006, the City Council of the City of Vernon adopted Resolution No. 8995, as amended on May 3 , 2006, April 7, 2015, and June 11, 2015, approving a Standard Offer, Agreement and Escrow Instructions and Addendum with Pechiney Cast Plate, Inc . ("Pechiney" ) for the purchase of property located at 3200 Fruitland Avenue (the "Property" ) ; and WHEREAS, on August 18, 2015, the City Council of the City of Vernon adopted Resolution No. 2015-57 , as amended on August 21, 2015 , approving an Agreement regarding Assignment and Assumption of Purchase and Sale Agreement (the "Agreement" ) by and between the City of Vernon ("City" ? and Fruitland Owner, LLC ("COX" ) for property located at 3200 Fruitland Avenue to assign the City` s right, title and interest in, to and under the Agreement to COX; and WHEREAS, on October 27, 2015, the City and COX executed a Second Amendment to the Agreement (the "Amendment" ) to amend certain provisions of the Agreement including, but not limited to the due diligence period, closing date, conditions of closing, subject to the ratification by the City Council; and WHEREAS, the City Council of the City of Vernon desires to approve the Amendment and ratify the execution thereof . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS : SECTION 1 : The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct . SECTION 2 : The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA) , in accordance with Section 15061 (b) (3) , the general rule that CEQA only applies to projects that may have an effect on the environment . SECTION 3 : The City Council of the City of Vernon hereby approves and ratifies the execution of the Second Amendment to Agreement regarding Assignment and Assumption of Purchase and Sale Agreement with Fruitland Owner, LLC (the "Amendment" ) , a copy of which is attached hereto as Exhibit A. SECTION 4 : The City Council of the City of Vernon hereby instructs 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 transactions herein approved or authorized, including but not limited to, any non-substantive changes to the Amendment attached herein. SECTION 5 : The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Amendment to Fruitland Owner, LLC. - 2 - SECTION 6 : The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk' s, or Deputy City Clerk' s, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of November, 2015 . Name : Title : Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk AP V" t I � L-it�y-j Attorney - 3 - EXHIBIT A Second Amendment to Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement THIS SECOND AMENDMF,NT TO AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEWNT (this "Ameiidment'j is made and entered Ito as of October, 2015 {the "Effective Date'%by and between the City of Vernon {"City"), and Fruitland Owner LLC, a Delaware limited liability company C'COX"). City and COX are each referred to herein as a "Party" an.cl are collectively referred to m the "Parties". RECITALS A. City, as buyer, and Pechiney Cast Plate, Inc., as seller ("Seller"), are parties to that certain Standard Offer, Agreement and Escrow Instructions for the Purchase of Real F,state dated as of March 20, 2006 ("Original Agreement"), with attached Addendum dated March 20, 2006 ("Addendum"), as amended by that certain First Amendment to the same dated as of June 15, 2006 ("First Amendment"), as further amended by that certain Second Amendment dated as of April 7, 2015 (the "Second Amendment"), as further amended by that certain Third Amendment dated as of June 11, 2015 (the "Third Amendment"). The Original Agreement as amended by the Addendum, the First Amendment, the Second Amendment and the Third Amendment shall hereinafter be referred to as the"Purchase Agreement". B. Seller owns fee simple title to certain real property located in Vernon, California and described more particularly in the Purchase Agreement (together with the Buyer UP Land, (as referenced in Section 4.1 of the Second Amendment) the"Property"). C. Pursuant to the terms and conditions of the Purchase Agreement, City has agreed to buy,mid Seller has agreed to sell to City, the Property. D. Pursuant to the terns and conditions of that certain Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement, dated as of August 4, 2015, executed by and between the City and COX, as amended by that certain Amendment to Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement, dated as of August 21, 2015 (as amended, the "Assignment"), City assigned its fright, title and interest in, to and under the Purchase Agreement to COX. E. The Parties desire to further amend the Assignment as set forth herein. F. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Assigtunent. AGREEMENT For good and valuable consideration, the receipt of which is hereby acknowledged, COX and City hereby agree as follows: i 1. Amendments. a. Due Diligence Period. Notwithstanding anything to the contrary contained in the Assignment, as consideration for this Amendment, the parties hereby agree as follows: i. The Due Diligence Period has ended. COX has no farther rights to extend the Due Diligence Period; ii. No later than one (1) business day following the full execution and delivery of this Amendment, and as a condition precedent to the effectiveness of this Amendment, the Escrow Agent shall disburse the i entire Deposit in the amount of $250,000.00 to the City pursuant to unilateral instructions received from the City and without the need for any approval of,or instruction from, COX; iii. Commencing on November 2, 2015, and on the first calendar day of each month thereafter until Closing (or the succeeding business day if the 1 st day of the calendar month is not a business day), COX shall pay an additional $25,000.00 per month to the City as consideration for the Extension Fee payable by the City to Seller under the Purchase Agreement; and iv. For avoidance of doubt, the amounts released to the City pursuant to subparagraphs 1(a)(ii) and 1(a)(iii) above shall not be credited against the Purchase Price at Closing and are deemed fully earned, and nonrefundable, upon payment to the City. The same are independent consideration for City's agreements herein. v. Without limitation to the foregoing, it is acknowledged that upon the release of the amounts set forth in subparagraph 1(a)(ii) above, the Deposit will have been reduced to zero. As such, any and all references to the Deposit in the Agreement, including any refund or return of the same to COX, are of no further force or effect. In addition, because the Deposit has been reduced to zero, COX's obligation. under Section 3.4 of the Purchase Agreement to deliver at Closing the "balance of the Purchase Price" means that COX will deliver at Closing the entire amount of the Purchase Price. No portion of the amounts of the Deposit released to Seller hereunder will be credited to the Purchase Price, as noted in subparagraph 1(a)(iv) above. b_ Closin . The first sentence of Section 9 of the Assignment is hereby amended in its entirety as follows: "The closing of the assignment of the Purchase Agreement contemplated by this Agreement ("Closing') shall be the date that is thirty (30) days after the date that the conditions precedent to Closing, under Section 11.4 and 11.5 of this Agreement, have been satisfied (the "Closing Date"); provided, however, in no event shall the Closing Date occur later than December 30, 2015 (the "Outside Closing Date"), as such date may be extended as provided herein. 2 W1 STQ61971756.8 Notwithstanding the foregoing, either the City or COX shall have the unilateral j right upon written notice thereof to the other party to extend the Outside Closing Date on one or more occasions for up to sixty (60) days in the aggregate in order to satisfy the conditions precedent to Closing set forth in Sections 11.4 and 11.5. If the conditions precedent under Section 11.4 and/or 11.5 of this Agreement have not been satisfied by the Outside Closing Date, subject to City's and COX's right to extend the same, COX may either (i) waive such conditions and proceed to Closing or (ii) terminate the Agreement by notice to the City, in which case neither party shall have any further obligations hereunder, except to the extent of any obligations which are stated to survive." c. Power Purchase Agreement, The parties hereby agree that the form of the Power Purchase Agreement and related Added Facilities Agreement referenced in Sections 10.3 and 11.3 of the Assignment have been approved by the parties in the forms attached hereto as Exhibit A-1 and AA=2. d. Land Use Covenant. The parties hereby agree that that certain Land Use Covenant and Agreement with Environmental Restrictions, in the draft form provided by the relevant governmental agencies, has been approved by COX, a copy of which is attached hereto as Exhibit B. e, COX's Conditions Precedent. Section 1 l of the Assignment is hereby amended to add the following as Section 11.4 and Section 11.5 thereof. i "11.4 The Conditional Use Permit for rPianet Earth Los Angeles LLC shall have been obtained. 11.5 The Soil Management Plan as referenced in the Land Use Covenant and Agreement with Environmental Restrictions, shall have been approved by the California Department of Toxic Substances Control and any other necessary i governmental agencies." A copy of the Soil Management Plan, in its current form, is attached hereto as Exhibit C. COX has reviewed and approves of the Soil Management Plan in such form. f. Condition Precedent to this Amendment. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that, for the benefit of the City, the effectiveness of this Amendment is contingent upon Xebec Realty Partners, or its subsidiary that owns the property adjacent to the Property (which it acquired from Seller-), executing and delivering to City such additional documents, if any, as may be reasonably be necessary to further memorialize the transfer to the Property of certain sewer capacity water discharge units from the adjacent land, as noted in the document attached hereto as Exhibit D. 2. Miscellaneous. 3 WESTC61971 756.8 a. Except to the extent expressly modified by this Amendment, the Assignment is ratified and remains in full force and effect. To the extent of any inconsistency between this Amendment and the Assignment,the terms and conditions of this Amendment shall control. b. This Amendment may be executed in multiple counterparts, all of which, taken f together, shall constitute one document. This Amendment shall be deemed effective against a Party upon receipt by the other Party (or its counsel) of a counterpart executed by facsimile or electronic mail. [Signature Pages Follow] I I I 4 WEM261971756.8 IN WI FNESS WHEREOF, the Pm-tics have caused their dul.v authorized rcpresentative.s to execute this_amendment as of the F rfrctive Dale. Cr,r)' City cif Vernon By., Namc: Michael W. McCormick_ Title: i19avor :`lttest: , Nance: M riaj:. A -ak Tide= Uity° :1ppruved as to form: DLA Piper LLP (US), Special Counsel to Buyer [:Sionevures CunliMW om ►Text page] COX: FRUITLAND OWNER LLC, a Delaware limited liability company By: Fruitland JV LLC, a Delaware limited liability company, its Sole Member By: Fruitland COX Venture LLC, a Delaware limited liability company, its Sole Member By: CAM Fruitland Capital LLC, a Delaware limited liability company, its Sole Member By: Cohen Holdings 2015 LLC, a Delaware limited liability company, its Sole Member _By, _-- - — - Name: Bradley S. Cohen Title. President& CEO [Signatures continue on next page] WEST261971756.8 ESCROW AGENT: ESCROW AGENT,by its execution below, hereby accepts (as of the date first above written) the foregoing Amendment and agrees to act as Escrow Agent under the Assignment in strict accordance with its terms. FIRST AMERICAN TITLE INSURANCE COMPANY B v_ I I WESTQ61971756.8 EX�mlT A I DED FACILITIES AGREEMENT FORl'4 OF AD I I i wg$T�,26]971�56.9 CITY OF VERNON ADDED FACILITIES AGREEMENT 1. PARTIES: The Parties to this Added Facilities Agreement ("Agreement") are RPLANET EARTH LOS ANGELES, LLC, a Delaware limited liability company ("Customer") and the City of Vernon, a California municipal corporation ("City"), hereinafter referred to individually as "Party" and collectively as "Parties." 2. RECITALS: 2.1. City and the Customer (or, an affiliate of the Customer) are entering into this Agreement with respect to the electric service delivery to the property located at 3200 Fruitland, Vernon, California (the "Property"). 2.2. Customer has requested to receive electric service from City at a single or totalized point of 16 kV delivery starting on or about the Start Date (as defined below) at an initial service level of 5,750 kW demand based on an estimated 9,000 kW of connected load with a potential service level of 11,000 kW demand based on an estimated 19,000 kW of connected load. 2.3. Parties agree that City shall provide the design, engineering, procurement, construction, installation, ownership, and maintenance of the electric facilities described in Exhibit A, and hereinafter referred to as "Added Facilities", the cost of which shall be paid solely by the Customer in accordance herewith. . 2.4. Parties agree that in-lieu of constructing a 66 kV substation at the Customer property, Customer shall pay to City $1,000,000 in aid of construction to upgrade the City' electrical substation transformers (the "In Lieu Fee"). 2.5. Parties agree that the City shall extend a new 16 KV line from inside the City's electrical substation to the customer's property line to be identified as a 16 KV line extension (the "Line Extension"). Customer shall pay for the Line Extension in accordance herewith. For purposes of determining the Added Facilities Installation Costs and Added Facilities Monthly Charge,the line extension is excluded from the list of Added Facilities. 2.6. Parties agree that Customer shall deliver to an escrow account established by the City and Customer the amount specified herein, which amounts will be used to pay to the City and/or its contractors all Added Facilities Installation Costs (as defined below) and Line Extension Costs (as defined below). 3. AGREEMENT: Parties agree to the terms and conditions set forth herein, including Exhibits A through E, attached hereto and incorporated herein by this reference. 4. EFFECTIVE DATE AND TERM: 4.1. This Agreement shall be effective upon execution by the Parties and approval by the City Council of the City of Vernon. I-00n01/10-28-15/jmd/jmd WEST%26363 1313 4 4.2. This Agreement shall continue in effect until (a) Customer gives notice of termination of service in accordance with Vernon's Rules for Electric Service (as amended, the "Electric Service Rules"), (b)this Agreement is terminated by City due to an Event of Default by Customer (c) this Agreement is terminated by City due to a Failure to Commence Operations by Customer, ten (10) business days after notice from City to Customer, or (d) this Agreement is terminated pursuant to Section 19; 4.3. If this Agreement is terminated, Customer shall pay within ten (10) business days after notice from City (a) all unpaid Added Facilities Installation Costs, Added Facilities Monthly Charges and any other amounts owed by Customer hereunder, in each case through the date of termination, and (b) the Termination Fee, as described on Exhibit C. Customer's obligations to pay such amounts shall survive the termination of this Agreement. If the Customer has elected to terminate this Agreement, such termination shall not be effective unless and until such amounts are paid in full. 5. DEFINITIONS: The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the following meanings: 5.1. Added Facilities: The facilities to be designed, engineered and constructed as specified in Exhibit A, all of which are being allocated for the Customer's use and benefit as Added Facilities. Any upgrades or improvements associated with such Added Facilities will be mutually agreed upon by Customer and City in writing and will thereafter automatically become part of the Added Facilities. 5.2. Added Facilities Installation Costs: All costs and expenses incurred by City in relation to the design, engineering, procurement, construction, and installation of the Added Facilities, including without limitation the reasonably allocated costs of internal City employees involved with such design, engineering, procurement, construction and installation. Customer acknowledges that the Added Facilities Installation Costs may be based on prevailing wages and other regulatory requirements. The Added Facilities Installation Costs shown on Exhibit A are estimates only. If the final Added Facilities Installation Costs differ from the estimates, the Added Facilities Installation Costs will be equal to such final amount and Exhibit A, and related calculations in Exhibits B and C, shall be deemed automatically amended to reflect the same. 5.3. Added Facilities Monthly Rate. The Added Facilities Monthly Rate pursuant to Exhibit B. 5.4. Agreement and Amendments: This Agreement, including all attachments and exhibits hereto, as may be amended from time to time. Modifications and amendments to this Agreement shall be valid and enforceable only if in writing and signed by the Parties, or as otherwise expressly provided herein. 5.5. Added Facilities Monthly Charge: The charge to Customer for Added Facilities that is payable monthly to City as outlined in Exhibit C, as may be modified in accordance herewith. The Added Facilities Monthly Charge recovers replacement, operations and maintenance of all facilities that are allocated for Customer's exclusive use consisting of [-DODOI/I0-2s-1S/jmdrjmd -2- WEST126363 1 313 4 distribution transformers, pad-mounted switches, pad-mounted primary metering cabinets, 16 KV cabling from pad-mounted switches to distribution transformers and 600 Volts cabling from the transformers to the customer furnished electric panels and low voltage metering and all necessary hardware to deliver a reliable and efficient power delivery. The Added Facilities Monthly Charge does not include the costs of the Line Extension, as the City will be fully responsible for its upkeep. 5.6. Completion Date. December 15, 2016, subject to uncontrollable forces as described in Section I 1 below. 5.7. Effective Date. The date set forth in Section 30 below. 5.8. In Lieu Fee. $1,000,000 in cash and immediately available funds, as contemplated by Section 2.5. 5.9. Line Extension. As generally described in Section 2.6, and more particularly described on Exhibit A-1. 5.10. Line Extension Costs. All costs and expenses incurred by City in relation to the design, engineering, procurement, construction, and installation of the Line Extension, including without limitation the reasonably allocated costs of internal City employees involved with such design, engineering, procurement, construction and installation, estimates of which are provided on Exhibit A-L Customer acknowledges that the Line Extension Costs may be based on prevailing wages and other regulatory requirements. The Line Extension Costs shown on Exhibit A-1 are estimates only. If the final Line Extension Costs differ from the estimates, the Line Extension Costs will be equal to such final amount and Exhibit A-1, and related calculations on Exhibit C, shall be deemed automatically amended to reflect the same. 5.11. Reserve Amount. An amount equal to two hundred percent of the estimated Added Facilities Installation Costs and Line Extension Costs, which based on Exhibits A and AA as of the Effective Date and as applied to Phase 1 of the Added Facilities only, is equal to $2,300,000. 5.12. Services: The design, engineering, procurement, construction, installation, ownership, replacement, operation and maintenance of the Added Facilities. 5.13. Start Date. The date that is thirty (30) days following the date upon which the City has completed the installation of the Added Facilities. 6. ADDED FACILITIES- LINE EXTENSION: 6.1. The Added Facilities will be located at the Property. Added Facilities consist of, among other things, construction and installation of distribution transformers and apparatus delivering multiple 277/480 volt service points for the benefit of the Customer on the terms and conditions set forth in this Agreement. The Added Facilities allocated for Customer's exclusive use shall be installed in or on Customer's furnished underground infrastructure consisting of conduit banks, transformer concrete pads, switching concrete pads, primary /-00001/10-28-15/jmd/jmd WES11263 63 1 3 1 3 4 metering concrete pads and protective barriers, all of which are to be provided by Customer at Customer's sole cost and expense. 6.2. City shall perform all of the Services related to the Added Facilities and the Line Extension. 6.3. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will (a) commence performance of the design and construction of the Line Extension and Phase 1 of the Added Facilities, as described on Exhibit A, upon full execution of this Agreement and (b) use commercially reasonable efforts to install the Line Extension and Phase 1 of the Added Facilities by the Completion Date, so that they are fully operational upon the issuance of a "Certificate of Occupancy" for the Property (which is estimated by Customer to be obtained on or before December 31, 2016). 6.4. Added Facilities and the Line Extension shall at all times remain the property of City. 6.5. At Customers election, the Added Facilities are being constructed in two phases as described on Exhibit A. The facilities constructed in Phase 1 shall be adequate to serve the initial 5,750 M contract demand. The Added Facilities constructed in Phase 2 shall be adequate to accommodate Customer's electric demand of with a potential of 11,000 M 6.6. Customer shall install the underground infrastructure consisting of conduit banks, concrete pads and protective barriers for all phases prior to final paving of the Property and in all cases in a timely manner to ensure City's ability to perform the installation of the Added Facilities in accordance herewith. 6.7. City shall exercise commercially reasonable efforts to complete the installation of Phase 1 of the Added Facilities and Line Extension per the Project Schedule included as Exhibit D. However, City shall not be liable for any cost or damage incurred by Customer because of any delay in the commencement, progress or completion of the installation of any Added Facilities or the Line Extension. 6.8. City shall construct and maintain the Added Facilities and Line Extension diligently pursuant to all applicable federal, state and local safety codes, regulations, and laws, including but not limited to the requirements of California's General Orders No. 95, 128 and 165. Customer shall have the exclusive right of use of the Added Facilities located on the property. 6.9. Prior to the date on which City completes the Added Facilities and provides electrical service to Customer at the Property, Customer shall have obtained and paid for all necessary local and state licenses and permits for operation of its business including City of Vernon building, electrical and mechanical permits, health permit, certificate of occupancy, business license, etc. City shall not provide electrical service under this Agreement until Customer has notified City in writing of its date of commencing operations, which shall not occur prior to the date on which Customer has obtained all of such licenses and permits. 6.10. Notwithstanding anything to the contrary herein, City will not commence, and shall have no obligations with respect to, Services relating to Phase 2 of the Added Facilities /-00001110-28-15/jmd/Jmd -4- WEST] 263631313 4 until such time as Reserve Funds therefore have been deposited with the Escrow Agent, as provided in Section 19 below. 7. CHARGES: 7.1. Customer agrees to pay the Added Facilities Installation Costs, the Added Facilities Monthly Charge, the Line Extension Costs and the Termination Fee in accordance herewith. 7.2. Within three (3)business days after the Effective Date, Customer shall pay to City, pursuant to wiring instructions provided by the City,the In Lieu Fee. 7.3. If at any time Customer requests upgrades to the Added Facilities for Customer's convenience, City shall determine if such upgrades are feasible. If such upgrades are made at Customer's request for Customer's convenience and benefit, the costs shall be paid by Customer at the times and on the basis as agreed to by the Parties at the time. 7.4. The Added Facilities Monthly Charge will commence upon the Start Date. 7.5. MODIFICATIONS OR REPLACEMENT OF ADDED FACILITIES AND LINE EXTENSION: Whenever Added Facilities and/or components of the Line Extension are repaired or replaced due to damage or equipment failure, the work shall be completed at City's sole expense in accordance with good utility practice, pursuant to all applicable federal, state and local safety codes, regulations and laws, including but not limited to the requirements of California General Orders No. 95, 128 and 165. Notwithstanding the foregoing, if the damage or equipment failure is caused by or due to action or inaction by the Customer, then the Customer shall be solely responsible for the entire cost of repair or replacement and shall pay the same to City within ten (10) business days after demand therefor. Where an upgrade or improvement to the Added Facilities or Line Extension is required for City's convenience or necessity, no increase shall be made in the investment amount for Added Facilities, the Added Facilities Installation Cost, Line Extension Costs or the Added Facilities Monthly Charge. Such upgrades or improvements shall be reasonably coordinated with Customer prior to any such upgrades or improvements made in order to avoid unreasonable interruption of Customer's operations. 7.6. Subject to Section 7.5, City shall be responsible for all routine maintenance and repairs required to maintain the Added Facilities and Line Extension in good operating condition and shall make those capital expenditures (including capital repairs and replacements, as necessary) required to maintain the Added Facilities and Line Extension. 8. RIGHT-OF-WAY: Customer understands that property owner grants to City the right of ingress to and egress from Customer's Property as determined by City in its sole discretion for any purpose connected with the construction, operation, and maintenance of the Added Facilities and Line Extension. Customer agrees to provide right-of-way or easements of sufficient space to provide legal clearance from all structures now or hereafter erected on Customer's Property for any facilities of City. Customer and property owner will promptly execute a recordable document, based on the City's customary form, evidencing the above /•00001/10-26.15Jjmd/jmd -5- WES R263631313 4 described right of ingress and egress and right-of-way or easement, with the recordation costs to be borne by City. 9. BILLING AND PAYMENT: 9.1. City shall prepare and deliver monthly bills to Customer for the Added Facilities Monthly Charge. 9.2. The Customer shall pay the Added Facilities Monthly Charge concurrently with its electric service bills. Late charges will be applied pursuant to City's Electric Service Rules. 10. NOTICES: Except as otherwise provided in this Agreement, any notice, demand, or request provided for in this Agreement, or served, given, or made in connection with the Agreement, shall be in writing and shall be deemed properly served, given, or made if delivered in person, or sent by United States Mail, postage prepaid, or sent by reputable overnight delivery service, to the address specified below Company: RPLANET EARTH LOS ANGELES, LLC Attention: Robert Daviduk, Co-CEO Address: 2361 Rosecrans Ave., Suite 336 City, State, Zip: El Segundo, CA 90245 Telephone: (310) 527-0733 Email: bob lanetearth.com Copy to: Allen Matkins Leck Gamble Mallory &Natsis LLP Attention: Joe M. Davidson, Esq. Address: 501 W. Broadway, 151h Floor City, State,Zip: San Diego, CA 92101 Email: javidson@allenmatkins.com Vernon: Vernon Gas & Electric Department Attention: Carlos Fandino, Director Address: 4305 Santa Fe Avenue City, State, Zip: Vernon, CA 90058 Telephone: (� - Email: Copy to: City Attorney's Office Attention: Hema Patel, City Attorney Address: 4305 Santa Fe Avenue City, State, Zip: Vernon, CA 90058 Either Party may at any time, by notice to the other Party, change the designation or address of the person so specified as the one to receive notices pursuant to this Agreement. Notices are deemed given and received on the date of delivery or attempted delivery, if delivery is not accepted. 1-0000 1/1 0-2 8-1 5ljmd/jmd -6- WEST126363 1313 4 1I. FORCE MAJEURE: Neither Party shall be considered to be in default in the performance of any of its obligations under this Agreement (other than obligations to make payments pursuant to this Agreement) when failure of performance shall be due to uncontrollable forces. The term "uncontrollable forces" means any cause beyond the control of the Party failing to perform, including, but not restricted to, failure of facilities, flood, earthquake, storm, lightning, fire, epidemic, war, riot, terrorism, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non-action by, or inability to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has not overcome. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such liability. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. 12. INDEMNIFICATION AND LIMITATIONS ON LIABILITY: I2.L Except to the extent of City's gross negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless City of and from any and all claims, causes of action, damages and judgments arising out of any act or omission of City, and its officers, directors, employees and agents that may have caused injury or damage to any person, or to the equipment, fixtures, goods, products, or other property of the Customer, the Customer's employees, contractors, invitees, customers, or any other person in or about the Property, regardless of cause or whether or not such injury or damage results from conditions arising from Services provided by City hereunder or the installation, operation or maintenance of the Added Facilities and/or Line Extension or any failure of the Added Facilities or Line Extension to deliver electrical power or any defect in the Added Facilities and/or Line Extension, or explosion, fire, or steam released from the Added Facilities and/or Line Extension. 12.2. Notwithstanding either Party's negligence or breach of this Agreement, under no circumstances shall either Party be liable to the other Party for indirect, special, or consequential loss, damage, claim, cost, charge, or expense including, but not limited to, loss of business or any loss of income or profit therefrom, loss of use of a Party's facilities, loss of revenue, cost of replacement power or water, and claims of any third party, including any customer of the other Party. 13. ENTIRE AGREEMENT: This Agreement, including Exhibits A through E, the Agreement for Economic Development Incentive on Electric Service entered into by and between the City and Customer of even date herewith constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 14. RELATIONSHIP OF PARTIES: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this 1.00 00 111 0-2 8-1 5 1jmd/jmd -7- WESTU63631313 4 Agreement shall ever be construed to create an association,joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 15. NO THIRD-PARTY RIGHTS: The parties do not intend to create rights in, or to grant remedies to, any third Party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein. 16. ARBITRATION: The Parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Each Party will select an arbitrator. Those two arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final, unappealable and binding on the parties. Notwithstanding the foregoing, the Parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 17. ATTORNEYS' FEES: If either Party institutes an action or legal proceeding arising out of or related to this Agreement or the relationship of the Parties or their rights or duties in connection with the matters set forth in this Agreement, whether sounding in tort, contract, or otherwise, the prevailing Party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the arbitration panel. 18. INSURANCE: Customer shall, for the duration of this Agreement, obtain and maintain at its own expense, premises liability coverage with a minimum combined single limit of $1,000,000 per occurrence and provide City with proof of insurance providing and maintaining the coverages and endorsements set forth herein. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. Customer shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 19. CONDITIONS PRECEDENT: City's obligations under this Agreement are subject to the following conditions precedent: l-000 0 111 0-2 8-131jmdfjmd -g- WESI�263631313 4 19.1. Within three (3) business days after the Effective Date, Customer shall deliver to Commonwealth Land Title Insurance Company, Attention: Mai Ly Marsh ("Escrow Agent"), in immediately available funds an amount equal to the Reserve Amount (the "Reserve Funds"). City will be entitled to use the Reserve Funds for purposes of paying the Added Facilities Installation Costs and Line Extension Costs. From time to time, as the City progresses with the Services regarding the Added Facilities and/or Line Extension, the City may request a disbursement from the Escrow Agent in order to pay Added Facilities Installation Costs and/or Line Extension Costs. Escrow Agent shall, without further authorization or approval from anyone, disburse the requested amount to City. If City at any time determines that the Reserve Funds are insufficient to pay the Added Facilities Installation Costs and/or Line Extension Costs (the insufficient amount being the "Deficiency"), Customer shall, within five (5) business days after notice thereof from City, deliver to Escrow Agent an amount equal to 200% of such Deficiency. Upon completion of the installation of the Added Facilities and Line Extension and payment of all Added Facilities Installation Costs and Line Extension Costs, any balance of the Reserve Funds remaining with the Escrow Agent shall be released and refunded to Customer upon a joint written instruction of City and Customer. 19.2. Within three (3) business days after the Effective Date, Customer shall have paid to City the In Lieu Fee. 19.3. If said conditions are not satisfied on or before the deadlines indicated, and such failure continues for three (3) days after notice from City to Customer, City may terminate this Agreement by notice to Customer. 19.4. As and when Customer elects for the City to proceed with Services relating to Phase 2 of the Added Facilities, Customer shall cause to be deposited with Escrow Agent Reserve Funds for the estimated Added Facilities Installation Costs relating to Phase 2. Use of such funds will then be governed by Section 19.1 above. City will provide such estimate at such time. The current estimate is set forth on Exhibit A. 20. EVENTS OF DEFAULT: 20.1. Any failure of a Party to perform its obligations hereunder that is not cured by the applicable Party within ten (10) business days after delivery of notice of default from the non-defaulting Party shall constitute an "Event of Default"; provided, however, that such default (other than with respect to any obligation to pay money in accordance herewith) shall not constitute an Event of Default if the applicable Party commences to cure the default within such ten (10) business day period and diligently prosecutes the cure to completion and in all events cures such default within sixty (60) days after the original notice of default. 20.2. In addition to any other remedies available at law or equity, City shall have the right, at its option, to terminate this Agreement and to demand payment as described herein upon the occurrence of an "Event of Default" by or with respect to Customer. 20.3. Upon demand by City following an Event of Default, Customer shall immediately pay all accrued and unpaid amounts owing by Customer as of the date of termination and the Termination Fee, as described in Exhibit C, calculated as of the date of r-00001/10-28-I51jmd/jmd -9- WEST 263631313 4 termination. The termination of the obligations of City will not terminate the obligation of Customer until Customer has repaid City for any costs incurred pursuant to this Agreement. 20.4. Each of the following shall also constitute an Event of Default by Customer: (a)the making by Customer of any general arrangement or assignment for the benefit of creditors; (b) Customer becoming a "debtor" as defined in 1 I U.S.C. §101 or any successor statute thereto (unless, in the case of an involuntary petition filed against Customer, the same is dismissed within 60 days); (c) the appointment of a trustee or receiver to take possession of substantially all of Customer's assets located at the Property, where possession is not restored to Customer within 30 days; or (d) the attachment, execution or other judicial seizure of substantially all of Customer's assets located at the Property, where such seizure is not discharged within 60 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. 21. ASSIGNMENT: This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns; provided however, that, Customer shall not assign this Agreement or any of its rights, duties, or obligations without the prior written consent of City, which consent shall not be unreasonably withheld. 22. NO WAIVER: No delay or omission to exercise any right, power or remedy accruing to a Party on any breach or default of the other Party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence in such breach or default occurring later; nor shall any waiver of any single breach or default be considered a waiver of any other prior or subsequent breach or default. Any waiver, permit, consent, or approval of any kind by a party of any breach or default under this Agreement, or any waiver of any provisions or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in that writing. 23. REMEDIES: All remedies, either under this Agreement or by law or otherwise afforded to a Party, shall be cumulative and not alternative. 24. HEADINGS NOT BINDING: The use of headings in this Agreement is only for ease of reference, shall have no legal effect and are not to be considered part or a term of this Agreement. 25. SEVERABILITY: If any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable that is not itself invalid, void, or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable. 26. GOVERNING LAW: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules. I-00001/10-28-15ljmd/jmd WEST 2636313 13 4 27. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 28. GOVERNING DOCUMENTS: In the event of a conflict between this Agreement and any other rules or agreements issued by the City of Vernon governing such Added Facilities, this Agreement shall be primary. 29. SIGNATURE CLAUSE: The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign. 30. Effective Date. This Agreement is hereby executed as of (the "Effective Date"). CUSTOMER RPLANET EARTH LOS ANGELES, LLC, a Delaware limited liability company By: Name: Title: By: Name: Title: THE CITY OF VERNON By: Michael McCormick, Mayor ATTEST: Maria E. Ayala , City Clerk APPROVED AS TO FORM: I-0000 1/10-28-1 5ijmd/jmd -t W EST12636313 1 3 4 Hema Patel, City Attorney 000 0111 0-2 8-1 51jmd/jmd -1 2- WESTV63631313 4 EXHIBIT A ADDED FACILITIES PLANS AND SPECIFICATIONS Phase l: Estimated Cost$800,000 Phase 1 consists of 5 pad-mounted transformers, 3 PME 16 KV pad-mounted switches, 2 16 KV primary metering cabinets, 16 KV primary cables on the Customer property, low voltage conductors from the transformers to the Customer furnished electrical panels,and low voltage metering. Phase 2: Estimated Cost$450,000 Phase 2 consists of 5 pad-mounted transformers, 3 PME 16 KV pad-mounted switches, 16 KV primary cables on the Customer property, low voltage conductors from the transformers to the Customer furnished electrical panels, and low voltage metering. l-00001l10-28-151jmdljmd -I- WESTQ63631313 4 EXHIBIT A-1 LINE EXTENSION PLANS AND SPECIFICATIONS The line extension consists of extending a new 16 KV circuit from City's existing City's Substation through City's existing conduit bank infrastructure along Fruitland Avenue and six(6)existing manholes/vaults to the Customer's property line. The City shall own and maintain the new 16 KV circuit similar to other existing 16 KV circuits it owns and the Customer shall neither have exclusive rights to the line extension nor shall it pay for any Added Facilities Monthly Charges associated with the City cost for replacement, operations and maintenance of the line extension. The estimated Services cost associated with the line extension is$350,000. r-DOoo III 0-29-15/jmdljmd -2- WEST12636313 1 3 4 EXHIBIT B ADDED FACILITIES MONTHLY CHARGE Customer shall pay a monthly added facilities charge at the rate set below. The rate is based on a percentage of the Added Facilities Installation Cost. Item Cost (estimates) Comments Added Facilities Monthly Rate 0.33% _ See FN 1 Added Facilities Installation I $800,000 See FN 2 Costs—Phase 1 Added Facilities Installation $450,000 See FN 2 Costs—Phase 2 Added Facilities Monthly I $2,640 Char e- Phase 1 Added Facilities Monthly $4,125 Charge - Phase 1 and 2 combined Line Extension I N/A I See FN 3 Footnotes: (1) Pursuant to Rule 2.H (2) Pursuant to Exhibit A to this Agreement (3) Line Extension Costs are to be paid by the Customer upon City's request for work performed from the Reserve Funds. The Line Extension, as identified in Exhibit A-1, is not included in the Added Facilities Installation Cost and Added Facilities Monthly Charge. 600001110-28-15/jmc/jmd - - WES71263631313 4 EXHIBIT C TERMINATION FEE If this Agreement is terminated for any reason, other than an Event of Default by City, Customer shall pay City in full the Termination Fee calculated as set forth below to the extent such payment has not previously been made to the City from the Reserve Amount: • Any Added Facilities Installation Cost and Line Extension Costs; • Plus: Costs of upgrades made at Customer's request for Customer's convenience (if any); • Plus: Demolition and removal costs (if applicable); and • Plus: Other documented costs actually incurred by City (such as insurance, taxes, cancellation fees, etc., if any). /-00001/10-28-15/jmd/jmd -2- WES-R263631313 4 EXHIBIT D PROJECT SCHEDULE—Phase 1 Added Facilities City Council Approval: December 15, 2015 Design and Engineering Completion: March 31, 2016 Procurement Completion Date: June 30, 2016 Construction Completion date: December 15, 2016 /-00001/10-28-15ijmdljmd -3- WES n263631313 4 RXI MIT A-2 FORM OF ECONOMIC DEVELOIPMIENT INCFXTM A l E1MENT I I WESM1971756 8 [To be executed concurrently with the Added Facilities Agreement at Closing under Purchase Agm t] AGREEMENT FOR ECONOMIC DEVELOPMENT INCENTIVE ON ELECTRIC SERVICE This Agreement for Economic Development Incentive on Electric Service (this "Agreement") is between RPLANET EARTH LOS ANGELES, LLC, a Delaware limited liability company ("Applicant"), and the City of Vernon, a California municipal corporation. RECITALS: A. The Economic Development rate was established and is made available at the City of Vernon's sole discretion. The Economic Development rate is set forth in the City of Vernon's rate Schedule ED. B. Applicant proposes to have constructed for it to operate as a new facility at 3200 Fruitland, in the City of Vernon ("New Facility") and desires that the City of Vernon provide electric service to such facility. C. In consideration of Applicant's commitment to construct and operate the New Facility in the City of Vernon at the contracted demand, the City of Vernon has agreed to modification of the Economic Development rate as set forth in Schedule ED. AGREEMENT: Applicant and the City of Vernon agree to the following terms and conditions: 1. QUALIFICATION CRITERIA. Applicant is or will be a customer, eligible for receiving service under Schedule TOU-G, TOU-V or its successor rate schedule. The electric load subject to this agreement is a maximum billing demand of at least 5,750 kW of net new load to the City of Vernon. The minimum 5,750 kW of net new load must be maintained for at least three consecutive months during the initial 12 months of this agreement. Only new load that will be regularly served by the City of Vernon will be eligible for this incentive. 2. BILL INCENTIVE. Electric service to Applicant's premises shall be delivered under Applicant's otherwise applicable tariff (OAT), which is TOU-V. A ten year rate incentive up to a twenty(20)percent reduction will be applied to the customer's OAT(excluding taxes). This reduction shall be calculated on the rate components of the customer's bill that correlate to service that the City of Vernon provides the customer. If needed the City of Vernon may reduce the incentive percentage to ensure that revenues exceed the Floor Price. For purposes hereof,the Floor Price shall mean the Floor Price set forth in Schedule ED except that for purposes hereof the "marginal generation cost"component of the Floor Price for any fiscal year shall not exceed the mean Day-Ahead Locational Marginal Price(LMP) for Vernon Metered Subsystem load aggregation point(on-peak or off-peak, as applicable)as published by the California Independent System W EST\2b4304428.2 Operator(CAISO).This incentive under this schedule will be limited by the Floor Price, as defined in Schedule ED and modified as set forth above. In calculating the Floor Price,the City of Vernon will make use of its best estimate of the marginal cost to serve the customer. The revenues from each participant will be reviewed annually and/or at the end of the agreement to ensure that they equal or exceed the Floor price for each year of the agreement, up to the OAT revenue that the customer would have paid if it had not received the incentive. Applicant's rate under this schedule will be subject to an annual review, with potential additional lump- sum charges due to the City of Vernon or credits due to Applicant. The charges shall ensure that the rate does not fall below the Floor Price each year. Credits, if available after the annual review,will be provided if the customer's incentive rate had been previously reduced from the maximum incentive above as a result of the application of the Floor Price limitation. 3. INCENTIVE CALCULATION. Terms and conditions necessary for the incentive calculation are defined and agreed to as follows: Billing determinants used for calculating the first year incentives will be the City of Vernon's best estimate of expected usages and demand for customer expansion and attraction cases. For expansion cases,the previous 12- months of historical metered data, if available, will be used to determine current usage levels, and the incentive will be calculated only on that portion of demand and usage that is added. During the annual and contract term review,the City of Vernon will compare the revenues received to the Floor Price to ensure that the revenues received remain at least equal to the Floor Price throughout the duration of the contract. The City of Vernon reserves the right to reduce the contracted demands stated by the Applicant below if it is determined that the Applicant's actual load at full operation of the facility after the Commencement Date of this Agreement is more than 25% less than the contracted maximum demands stated below. [Please mark the appropriate space below, indicating whether this is an agreement for the Applicant's entire load or only a portion of the Applicant's load.] a. _X New customer locating in the City of Vernon. b. Expansion of the existing customer's load. C. The contracted demand of the new or expanded load is estimated to be on average, _5,750_kW initially and 11,500 kW at full facility operation. The excluded Demands, if applicable, are determined by averaging the Applicants four highest measured demands during each seasonal period during the 12-mont period preceding the execution date of this agreement, if available. If Applicant separately meters the Reserved Demand, Applicants Excluded Demand will be zero(0)kW for each season. The City of Vernon and the Applicant agree that the excluded demand is: July to September:_ 0 kW May, June, October: 0 kW W EST\2 6430442 6.2 November to April: _ 0 kW The Incentive Ratio for each month is defined as the difference between the Applicant's maximum demand for that month and the excluded Demand divided by that same month's maximum demand. The Incentive Ratio will be a fraction from zero(0) to one(1). The Economic Development Rate discount is determined as the product of the rate incentive,the Incentive Ratio and the subtotal of charges on the rate components of the AppIicant's bill that correlate to service that the City of Vernon provides to Applicant. 4. COMMENCEMENT DATE. The incentive shall commence on the Applicants regularly scheduled meter read day in the month following the date that installation of Phase I of the Added Facilities(as defined in that certain Added Facilities Agreement of even date herewith) is completed by City (the "Commencement Date"). 5. METERING. Applicant agrees to be responsible for all costs associated with providing separate electric metering if the City of Vernon, at its sole discretion, deems such metering a necessary condition to implement this rate. If Applicant is deemed to require separately metered reserved demand,Applicant must have metering in place before the incentive rate will apply. Applicant's ability to have required metering in place shall not delay the commencement date provided in Section 4 by which the Applicant would have otherwise received the incentive. 6. TERM OF AGREEMENT. This agreement shall take effect on the Effective Date and remain in effect for a term of ten years following the Commencement Date, subject to Section 2. 7. TERMINATION AGREEMENT Applicant may terminate this agreement upon 30 days written notice. The City of Vernon may also terminate this agreement upon 30 days written notice in the event Applicant no longer meets the qualifications described elsewhere in the Agreement and in Rate Schedule ED. Notwithstanding these rights of termination,the Applicant shall be subject to Liquidated Damages as provided in Section 9 of this agreement. 8. "BUT FOR" TEST Applicant attests that "but for" the terms of this agreement, either on its own or in combination with a package of incentives made available to the Applicant from other sources,the Applicant would not have located, or increased its operations within the City of Vernon. Applicant shall sign the attached affidavit to that effect. 9. LIQUIDATED DAMAGES If this agreement is terminated due to Applicant's misrepresentation or fraud,Applicant shall be liable for liquidated damages that equal 200%of the cumulative difference between (i) bills calculated under the Schedule ED rate to the date of termination and (ii)bills that would have been calculated under the OAT. WEST\264304428.7 10. ASSIGNMENT. Applicant may assign this agreement only if the City of Vernon consents in writing(not to be unreasonably withheld, conditioned or delayed) and the party to whom the agreement is assigned agrees in writing to be bound by this agreement in all respects. WEST\264304428.2 IN WITNESS THEREOF,the Parties have executed this Agreement in multiple originals of equal dignity by their respective duly authorized representatives. Executed this day of ., 2015 (the"Effective Date") Wlanet Earth The Citv of Vernon (customer) (signature) (signature) (Print Name) (Print Name) (Title) (Title) WEST\264304428 2 AFFADAVIT FOR ECONOMIC DEVELOPMENT RATE By signing this affidavit, an Applicant who locates or adds load in the City of Vernon hereby certifies and declares under penalty of perjury under the laws of the State of California that the statements in the following paragraphs are true and correct. l. But for the receipt of the discounted economic development rate and the terms of the Agreement, either on its own or in combination with an economic development incentive package, the Applicant's load would not have been located, or added within the City of Vernon. 2. The load to which the Agreement applies represents kilowatt-hours(kWh)and kilowatts (kW) that either(i)does not already exist in the City of Vernon , or(ii)the Applicant considered expanding to a location outside of the City of Vernon. 3. Applicant has discussed with the City of Vernon the cost-effective conservation and load management measures the applicant may take to reduce their electric bills and the load they place on the City of Vernon's utility system. 4. On an annual basis,the cost of electricity for a new or expanding customer is at least five(5) percent of its actual operating costs, less the cost of raw materials. Executed this day of_ . 20 (Applicant) BY: (Signature) (Print Name) TITLE: W EST\264 3044 2&2 EXHIBIT B DRAFT FORM OF LAND USE COVENANT �VEST�2fi197I95b 8 RECORDING REQUESTED BY: Pechiney Cast Plate Inc. 4700 Daybreak Parkway I Notes: South Jordan, Utah 84095 I WHEN RECORDED MAIL TO: 1) Changes to definition of Department of Toxic Substances Control I "Owner" may be needed if I executed by the City of Vernon after Closing. SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE LAND USE COVENANT AND AGREEMENT ENVIRONMENTAL RESTRICTIONS County of Los Angeles, Assessor's Parcel Numbers 6310-008-020 and 6310-008-021 Former Pechiney Cast Plate Facility, Vernon, California [Site No. 301396-00] This Land Use Covenant and Agreement— Environmental Restrictions ("Covenant") is made and entered into as of the date last written below, by and between Pechiney Cast Plate, Inc. a Delaware corporation ("Owner"), the current owner of certain property situated at 3200 Fruitland Avenue, Vernon, County of Los Angeles, State of California, legally described in Exhibit A ("Original Property") and depicted on Figures 1 and 2 of Exhibit B, (the "Property") and the California Department of Toxic Substances Control (the "Department," which includes its successor agencies, if any). This Covenant covers the northern portion of the Original Property situated at 3200 Fruitland Avenue (Exhibit B). The Department has determined that this Covenant is reasonably necessary to protect present or future human health or safety or the environment as a result of the presence on the land of "Hazardous Materials" (as defined in California Health and Safety Code section 25260 and "Hazardous Substances" (as defined in California Health and Safety Code section 25316) (collectively, "Hazardous Substances"). Owner and the Department hereby agree, pursuant to California Civil Code section 1471, and California Health and Safety Code sections 25222.1 and 25355.5 that the use of the Property be restricted as set forth in this Covenant and that the Covenant conforms with the requirements of the California Code of Regulations, Title 22, section 67391.1. The parties further intend that the provisions of this Covenant shall also be for the benefit of, and enforceable by, the United States Environmental Protection Agency (the "EPA") as a third party beneficiary, although the EPA is not a party to this Agreement. - 1 - D89367 DD0006 603354862 7 ARTICLE I STATEMENT OF FACTS 1.1 Property Location. The Property consists of two legal parcels, totaling approximately 633,191 square feet as more particularly described in Exhibit A. The Property was formerly (prior to a lot line adjustment) part of the Original Property that consisted of four legal parcels which totaled approximately 26.9 acres. The Property is located at the southeasterly corner of the intersection of Boyle Avenue and Fruitland Avenue, and bears Los Angeles County Assessor's Parcel Numbers set forth above. The Property was used for manufacturing high-precision cast aluminum plates from about 1937 until about 2005. The Property is currently zoned for industrial use. The future property use will remain industrial or commercial. The surrounding land uses are zoned industrial or commercial. 1.2 Remediation of the Property. 1.2.1 Remedial investigations conducted at the Original Property identified volatile organic compounds ("VOCs"), petroleum hydrocarbons (as Stoddard solvent), polychlorinated biphenyls ("PCBs"), and metals (mainly arsenic) in soil; VOCs and Stoddard solvent in soil vapor; and PCBs in concrete building floor slabs. These investigations also identified VOCs, including trichloroethene ("TCE"), tetra chlo roethe ne ("PCE"), 1,2- dichloroethane ("1,2-DCA"), and chloroform in groundwater beneath the Property. Groundwater is present at a depth of approximately 145 to 150 feet. Remedial investigation and screening level human health risk assessment ("HHRA")findings for the Property are summarized in the Feasibility Study (AMEC, May 2012). Based on the HHRA, site-specific remediation goals were established for the contaminants in soil vapor, soil, and concrete at the Property under future industrial land use. Potential off-site beneficial use of groundwater was evaluated using maximum contaminant levels ("MCLs"). 1.2.2 Owner prepared a Remedial Action Plan (as amended, the "RAP") to mitigate concrete, soil and groundwater impacts at the Original Property under the oversight of the Department. The RAP (AMEC, June 2012) was prepared pursuant to an Imminent and Substantial Endangerment Determination and Consent Order signed by Owner on June 29, 2010 and by the Department on July 6, 2010. Pursuant to Code of Federal Regulations, Title 40 ("40CFR"), Subchapter R, Toxic Substances Control Act ("TSCA"), the EPA has oversight for PCB-impacted soil and concrete. Mitigation of the PCB-impacted concrete and soil was approved by the EPA. Pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) the RAP was released for public review and comment and subsequently approved by the Department on June 28, 2012. The RAP was amended by an Addendum dated May 20, 2013. Based on site-specific remediation goals developed for contaminants present in concrete, soil, and soil vapor at the Property, impacted media will be mitigated to industrial levels. 1.2.3 Implementation of the RAP began in December 2012, with the installation of soil vapor extraction ("SVE") systems to mitigate VOC-impacted soil in the northern portion of • 2 • 089367.000006 603354862 7 the Original Property and Stoddard solvent-impacted soil in the southern portion of the Original Property. In these areas, VOCs and Stoddard solvent (and associated VOCs) remain in soil above the RAP remediation goals_ Currently, operation and maintenance ("O&M") activities for the SVE systems and groundwater monitoring are ongoing. The location of the SVE system and groundwater monitoring wells on the Property are also shown on Figure 1 of Exhibit C. The O&M of the SVE system and groundwater monitoring wells will be pursuant to an Operation and Maintenance Agreement to be executed by Owner and the Department(the "O&M Agreement'). 1.2.4 Based on groundwater monitoring well data, VOCs have been detected in groundwater beneath the Property. These VOCs include TCE, PCE, 1,1-dichloroethene ("1,1- DCE"), chloroform, 1,2-DCA and to a lesser extent other VOCs at concentrations ranging from 0.5 micrograms/liter (pg/L) up to 5,700 pg/L. 1.2.5 Beginning in August 2013, PCB-impacted concrete, and PCB, metals, and total petroleum hydrocarbon ("TPH") impacted soils were excavated and removed from the Property as described in the RAP. The areas associated with the Property where soil was mitigated under the RAP are shown on Figure 2 of Exhibit C. 1.2.6 During the implementation of the RAP and the Below Grade Demolition Plan (AMEC, August 2012), concrete slabs, pavement, footings, foundations, structures (in the upper 10 feet relative to native grade), and underground utilities (upper 3 feet) were removed as part of the below grade demolition work. Locations where structures were left in place at a depth of 10 feet relative to native grade are shown on Figure 1 of Exhibit D and survey information is provided on Figures 2 through 15 of Exhibit D. Concrete associated with one structure (referred to as#FDC4) contains PCBs at concentrations above 1 milligram/kilogram ("mg/kg"). This structure is covered with a physical underground warning barrier("UWB") that consists of a 6-inch concrete layer covered with an orange liner. The surface elevation of the UWB is approximately 171 feet mean sea level ("MSL") (see Figure 6 of Exhibit D). The remaining concrete of this structure contains PCBs at concentrations up to 4600 mg/kg. Soil and pea gravel within the structure contains PCBs at concentrations up to 12 mglkg. 1.2.7 For total PCBs in soil, the site-specific remediation goals were established for PCBs at a certain depth intervals; ground surface to 5 feet below native grade (above178 feet mean sea level [MSL]) at 3.5 mg/kg, 5 feet to 15 feet below native grade (178 to above 168 feet MSL) at 23 mg/kg, and below 15 feet below native grade (below or equal to 168 feet MSL) above 23 mg/kg. For Aroclor 1254, the remediation goal for ground surface to 15 feet below native grade was 2.0 mg/kg. Because these remediation goals are depth-specific relative to native grade, earthwork must be conducted in accordance with a Soil Management Plan (refer to Article II, 4.2). A map depicting the native grade elevations is shown on Figure 16 of Exhibit D. 1.2.8 Soil removals were conducted for PCBs using the depth interval remediation goals from ground surface to a depth of 15 feet (native grade). Exposure point concentrations based on a 95% upper confidence limit (95% UCL) of the arithmetic mean of the - 3 - 089367.000006 603354862 7 PCBs concentrations was used to estimate a reasonable maximum exposure (RME) scenario to demonstrate that the RAP soil removals achieved the PCB remedial goals. EPA ProUCL software, version 5.0.00 (EPA, 2013) was used to calculate the UCLs. Based on the ProUCL results, for the outdoor commercial/industrial worker(exposure to soil to a depth of 5 feet) and construction worker (exposure to soil to a depth of 15 feet), the estimated cancer risks and noncancer hazards from direct contact soil exposure to PCBs were below the de minimus target levels of 1x10-6 and 1.0, respectively. 1.2.9 Soil remaining in place at depths greater than 15 feet below native grade with PCB concentrations above the approved remediation goal (23 mg/kg) are covered with a physical UWB. The locations where soil is covered with the UWB are shown on Figure 1 of Exhibit D, along with the in situ maximum total PCB concentrations recorded during the implementation of the RAP. 1.2.10 Concrete containing PCBs at concentration greater than 1 mg/kg was removed and shipped off the Property for disposal. Crushed concrete that was used on the Property as backfiil and surface cover may contain PCBs at concentrations less than or equal to 1 mg/kg. The area where crushed concrete was placed at the Property is shown on Figure 17 of Exhibit D. These materials shall be maintained onsite. 1.2.11 As detailed in the Phase Area Completion Reports, which were required under the Consent Order for the RAP soil removals, approved by the Department and the EPA, soils within portions of the Property, to a depth of 15 feet or more below native grade, contain hazardous substances, which include PCBs, petroleum hydrocarbons (C6 to C44), VOCs, and metals. Engineering controls, such as a vapor barrier, may be required for redevelopment in areas where VOCs remain in soil. The need for Engineering controls shall be evaluated as part of the redevelopment plans for the Property. The concentrations of the substances remaining in soil are summarized on Tables 1 through 4 of Exhibit E. Sample locations are shown of Figures 1 through 6 of Exhibit E. Hazardous Substances remain at the Property above concentrations acceptable for unrestricted land use. 1.3 Basis for Environmental Restrictions. As a result of the presence of Hazardous Substances on the Property, the Department and the EPA have concluded that it is reasonably necessary to restrict the use of the Property in order to protect present or future human health or safety or the environment, and that this Covenant is required as part of the Department- approved remedy for the Property. The Department and the EPA have also concluded that the Property, as remediated and when used in compliance with the Environmental Restrictions (as defined below), does not present an unacceptable risk to present and future human health or safety or the environment. ARTICLE II DEFINITIONS Capitalized terms used in this Covenant, which are not otherwise defined, have the -4- 089367 000006 603354862 7 following meanings: 2.1 "Departm_ent' means the California Department of Toxic Substances Control and its successor agencies, if any. 2.2 "Engineering Controls" means refer to physical structures, such as vapor barriers or caps, which reduce exposure to contaminants. 2.3 "Environmental Restrictions" means all protective provisions, covenants, restrictions, requirements, prohibitions, and terms and conditions set forth in this Covenant. 2.4 "Improvements" includes, but is not limited to buildings, structures, roads, driveways, improved parking areas, pipelines or other utilities. 2.5 "Lease" means a lease, rental agreement, or any other document that creates a right to use or occupy any portion of the Property. 2.6 "Owner' means Pechiney Cast Plate, Inc. and any successor in interest, including any heir or assignee who at any time holds title to all or any portion of the Property. 2.7 "Occupant" means Owner, and any person or entity entitled by ownership, leasehold, or other legal relationship to the right to occupy any portion of the Property. ARTICLE III GENERAL PROVISIONS 3.1 Runs with the Land. This Covenant sets forth Environmental Restrictions that apply to and encumber the Property and every portion thereof, no matter how it is improved, held, used, occupied, leased, sold, hypothecated, encumbered or conveyed. This Covenant: (a) runs with the land pursuant to California Civil Code Section 1471, and California Health and Safety Code Section 25355.5; (b) inures to the benefit of and passes with each and every portion of the Property; (c) is for the benefit of and is enforceable by the Department and the EPA, and (d) is imposed upon the entire Property unless expressly stated as applicable only to a specific portion thereof. 3.2. Binding upon Owners/Occupants. This Covenant: (a) binds all Owners of the Property, their heirs, successors, and assignees; and (b) the agents, employees, and lessees of the Owners and the Owners' heirs, successors and assignees. Pursuant to Civil Code section 1471, all successive Owners of the Property are expressly bound hereby for the benefit of the Department; this Covenant, however, is binding on all Owners and Occupants, and their respective successors and assignees, only during their respective periods of ownership or occupancy except that such Owners or Occupants shall continue to be liable for any violations of, or non-compliance with, the Environmental Restrictions of this Covenant or any acts or omissions during their ownership or occupancy. The provisions of this Covenant shall also be for the benefit of, and enforceable by, the EPA as a third party beneficiary. 3.3 Incorporation into Deeds and Leases. This Covenant shall be incorporated by reference in each and every deed and Lease for any portion of the Property. - 5 - 089367.000006 603354862.7 3.4 Conveyance of Property. Owner and any new Owner shall provide Notice (as defined herein)to the Department not later than thirty (30) calendar days after any conveyance or receipt of any ownership interest in the Property (excluding Leases, and mortgages, liens, and other non-possessory encumbrances). The Notice shall include the name and site code as listed on page one (1) of this Covenant. The Notice shall also include the Assessor's Parcel Number(s) noted on page one (1). If the new Owner's property has been assigned a different Assessor Parcel Number, each such Assessor Parcel Number that covers the Property must be provided. The Department nor the EPA shall not, by reason of this Covenant, have authority to approve, disapprove, or otherwise affect proposed conveyance, except as otherwise provided by law or by administrative order. 3.5 Costs of Administering the Covenants to Be Paid by Owner. The Department has already incurred and will in the future incur costs associated with this Covenant. Therefore, Owner hereby covenants for itself and for all subsequent Owners that, pursuant to California Code of Regulations, title 22, section 67391.1(h), Owner agrees to pay the Department's costs in administering, implementing and enforcing this Covenant. ARTICLE IV RESTRICTIONS AND REQUIREMENTS 4.1 Prohibited Uses. The Property shall not be used for any of the following purposes without prior written approval of the Department: (a) A residence, including any mobile home or factory built housing, constructed or installed for use as residential human habitation. (b) A hospital for humans (c) A public or private school for persons under 18 years of age. (d) A day care center for children. (e) Any use which is not for industrial or commercial purposes. 4.2 Soil Management. Soil management activities at the Property are subject to the following requirements in addition to any other applicable Environmental Restrictions: (a) No activities which will disturb the soil (e.g., excavation, grading, removal, trenching, filling, earth moving, mining or drilling) shall be allowed at the Property without implementation a soil management plan pre-approved by the Department and the EPA in writing. The approved Soil Management Plan for pre-construction grading and redevelopment earth work is included in Exhibit F. For PCBs, soil within the upper 5 feet relative to native grade (above 178 feet MSL) may contain PCBs at concentrations below 3.5 mg/kg, and for this depth interval soil may be disturbed during site grading with no further sampling or onsite management, including those areas designated as landscaped areas. Areas where disturbance occurs shall be documented and surveyed. 6 089367.000006 603354862.7 Soils containing PCBs at depth between 5 feet and above 15 feet (relative to native grade; interval of 178 feet MSL to above 168 feet MSL)that is disturbed during site grading or during construction of footing, foundations, or utility trenches may be consolidated and placed under the footprint of a building slab or concrete paved area (referred to as a "cap"with a minimum concrete thickness of 6-inches). In doing so, the soil placed under the cap shall be designated as containing total PCBs at concentrations of 23 mg/kg (the remediation goal for the 5 to 15 foot depth interval relative to native grade). The PCB-impacted soil consolidated under the cap shall be covered with a warning membrane, such as the orange fabric used for the UWBs, or other similar material. If the soil placed under the cap is further disturbed during construction activities (trenching, etc.), additional soil testing for total PCBs shall be conducted to verify that that the PCB concentrations in soil do not exceed 23 mglkg. In addition, soil consolidated under the cap shall not include soil from a depth of greater than 15 feet relative to native grade. Soil at depths greater than 15 feet relative to native grade shall be designated as containing total PCBs at a concentration greater than or equal to 50 mg/kg. The cap, inspections of the cap, record keeping, and future repairs to the cap shall meet the requirements of 40 CFR 761.61(a)7. A restrictive covenant recording for the cap and underlying soil shall meet 40 CFR 761.61(a)8, and will not require a low occupancy area designation specified in 40 CFR 761.61(a)(8)(i)(A)(1) or the associated low occupancy certification specified in 40 CFR 761.61(a)(8)(i)(B). The installed overlying warning membrane and areas where these soils are consolidated shall be documented and surveyed, and the survey information shall be added to this Covenant and recorded. Soils containing other contaminants, such as TPH (and/or Stoddard solvent), VOCs or metals, shall be maintained in the area where the soil is disturbed and not relocated to another area or other portion of the Property that is not impacted. (b) Any contaminated soils brought to the surface by grading excavation, trenching, or backfilling shall be managed in accordance with all applicable provisions of state and federal laws and the Soil Management Plan (Exhibit F). (c) No activities which will disturb the physical UWBs shall be permitted without a soil management plan pre-approved by the Department and the EPA in writing. If the physical UWBs are disturbed, then soil and concrete under these barriers shall be managed for disposal based on in situ PCB concentrations recorded during the implementation of the RAP (Figure 1 of Exhibit D. Management and disposal of PCB-impacted soil and concrete shall be conducted in accordance with 40 CFR, Section 761.65. Soil containing PCBs shall be stored on site no longer than 30 days. 4.3 Structures Remaining in Place. The locations of structures that remain in place at depths of ten (10) feet and fifteen (15)feet below native grade (including deep soil containing - 7 089367.000006 603354862 7 PCBs covered with an UWB) are shown on Figure 1 of Exhibit D. Disturbance of the UWBs shall be addressed as noted above. 4.4. Prohibited Activities. The following activities shall not be conducted at the Property without the prior written approval of the Department: (a) Any activities that may alter, interfere with or otherwise affect the integrity or effectiveness of the SVE systems or the groundwater monitoring wells. (b) Any activities that may alter, interfere with or otherwise affect the integrity or effectiveness of any Engineering Controls. (c) Any uses or activities which do not preserve the physical accessibility to and integrity of, the SVE systems, the groundwater monitoring wells and any Engineering Controls. (d) Any activity (other than those required under the RAP) that would access, extract or use groundwater within the first water-bearing unit beneath the Property. (e) Any drilling for water, oil or gas. 4.5 Access for Department. The Department and the EPA shall have reasonable right of entry and access to the Property at reasonable times upon reasonable advance notice to Owner or other Occupants (except in the event of an emergency), for inspection, investigation, remediation, monitoring and other activities as deemed necessary by the Department in order to protect the human health or safety, or the environment. Owner or other Occupants may be present at the time of any such entry. 4.6 Access for Implementing Operation and Maintenance. Subject to the provisions of that certain Access License Agreement between Owner and Pechiney, which was recorded in the office of the Los Angeles City Recorder, any person or entity responsible for implementing the O&M activities, if any, shall have reasonable right of entry and access to the Property upon reasonable advance notice for the purpose of implementing such O&M activities until the Department determines that no further O&M Agreement activities are required. Owner or other Occupants may be present at the time of any such entry. All remediation systems associated with the OEM activities which are described in the RAP (including SVE systems, bioventing systems and groundwater monitoring wells) shall remain at the Property until the Department grants environmental closure. 4.7 Limitations on Access. Prior to the entry onto the Property by any person pursuant to Paragraphs 4.5 or 4.6, the person entering the Property (other than an employee of the Department or the EPA) shall provide Owner with evidence of commercially reasonable liability insurance coverage insuring against personal injury and property damage. Further, any entry onto the Property by any person pursuant to Paragraphs 4.5 and 4.6 shall be at the sole risk of such person, and Owner shall not be liable for any damage to such person or such - 8 - 089367.000006 603354862 7 person's property, except to the extent caused by the gross negligence or willful misconduct of Owner. 4.8 Inspection and Reporting Requirements. Owner shall conduct an annual inspection of the Property verifying compliance with this Covenant and shall submit an annual inspection report to the Department for its approval by January 31 of each year. The annual inspection report must include the dates, times, and names of those who conducted the inspection and reviewed the annual inspection report. It also shall describe how the observations that were the basis for the statements and conclusions in the annual inspection report were performed (e.g., drive by, fly over, walk in, etc.). If any violation is noted, the annual inspection report must detail the steps taken to correct the violation and return to compliance. If Owner identifies any violations of this Covenant during the annual inspection or at any other time, Owner must within ten (10) calendar days of identifying the violation: (a) determine the identity of the party in violation; (b) send a letter advising the party of the violation of the Covenant; and (c) demand that the violation cease immediately. Additionally, a copy of any correspondence related to the violation of this Covenant shall be sent to the Department within ten (10) calendar days of its original transmission. ARTICLE V ENFORCEMENT 5.1 Enforcement. Failure of any person or Occupant to comply with this Covenant shall be grounds for the Department or the EPA to require modification or removal of any Improvements constructed or placed upon any portion of the Property in violation of this Covenant. Violation of this Covenant, such as failure to submit any required reports or other materials to the Department or the EPA, or the submission of any false statement, record or report to the Department or the EPA, shall be grounds for the Department or the EPA to pursue administrative, civil, or criminal actions as provided by law. ARTICLE VI VARIANCE, REMOVAL AND TERM 6.1 Variance from Environmental Restrictions. Any person may apply to the Department for a written variance from any of the Environmental Restrictions imposed by this Covenant. Such application shall be made in accordance with California Health and Safety Code section 25223. 6.2 Removal of Environmental Restrictions. Any person may apply to the Department or the EPA to remove any of the Environmental Restrictions imposed by this Covenant in its entirety. Such application shall be made in accordance with California Health and Safety Code section 25224. 6.3 Term. Unless ended in accordance with Paragraph 6.2, by law, or by the - 9- 069367 000006 603354862 7 Department or the EPA in the exercise of its discretion, this Covenant shall continue in effect in perpetuity. ARTICLE VII MISCELLANEOUS 7.1 No Dedication Intended. Nothing set forth in this Covenant shall be construed to be a gift or dedication, or offer of a gift or dedication, of the Property, or any portion thereof, to the general public or anyone else for any purpose whatsoever. 7.2 Recordation. Owner shall record this Covenant with all referenced Exhibits in the Office of the County Recorder of Los Angeles County, California within ten (10) calendar days of Owner's receipt of a fully executed original from the Department. 7.3 Notices. Whenever any person gives or serves any Notice ("Notice" as used herein includes any demand or other communication with respect to this Covenant), each such Notice shall be in writing and shall be deemed effective: (a) when delivered, if personally delivered to the person being served or to an office of a corporate party being served; or (b) five (5) calendar days after deposit in the mail, if mailed by United States mail, postage paid, certified, return receipt requested: To Owner. Pechiney Cast Plate Inc. 4700 Daybreak Parkway South Jordan, Utah 84095 And To Department: Unit Chief To EPA: US EPA Region 9 TSCA Coordination Group Any party or the EPA may change its address or the individual to whose attention a Notice is to be sent by giving advance written Notice in compliance with this paragraph. 7.4 Partial Invalidity. If this Covenant or any of its terms are determined by a court of competent jurisdiction to be invalid for any reason, the surviving portions of this Covenant shall remain in full force and effect as if such portion found invalid had not been included herein. - 10 - 089367 000006 603354862 7 7.5 Statutory References. All statutory or regulatory references include successor provisions. 7.6 Incorporation of Exhibits. All Exhibits and attachments to this Covenant are incorporated herein by reference. 7.7 Governing Law. This Covenant is entered into in the State of California and shall be interpreted in accordance with the laws of the State of California. IN WITNESS WHEREOF, Owner and the Department have executed this Covenant as of the dates written below. OWNER Pechiney Cast Plate, Inc. a Delaware corporation By William Adams Title: President Date: DEPARTMENT California Department of Toxic Substances Control By: _ Title: Date: EXHIBITS Exhibit A— Legal description of the Property Exhibit B — Figure 1 - Property Location Figure 2-Assessor Parcel Map Exhibit C — Figure 1 - Locations of Groundwater Monitoring and Soil Vapor Extraction Wells Figure 2 — Generalized Areas of Residual Soil Impacts Exhibit D — Figure 1 - Locations of Underground Warning Barriers (UWB) and Deeper Structures Remaining in Place Below 10115 Feet Figures 2 to 15— Survey Record Drawings for UWBs and Deeper Structures - 11 - 089367.000406 603354862.7 Figure 16 - Native Grade Reference Elevations Figure 17 —Areas of Crushed Concrete Exhibit E—Summary of Implementation Report Information Figure 1 —Sample Locations— PCBs in Soil 0 to 5 feet (native grade) Figure 2 —Sample Locations— PCBs in Soil 5 to 15 feet (native grade) Figure 3—Sample Locations— PCBs in Soil Greater than 15 feet (native grade) Figure 4 —Sample Locations —Total Petroleum Hydrocarbons (TPH) Figure 5--Sample Locations— Volatile Organic Compounds (VOCs) Figure 6—Sample Locations— Metals (As, Pb, Cu and Cr) Table 1 — Summary of Remaining PCBs Concentrations in Soil and Sample Location Information Table 2— Summary of TPH Concentrations in Soil and Sample Location Information Table 3— Summary of VOCs Concentrations in Soil and Sample Location Information Table 4— Summary of Metals (As, Pb, Cu and Cr) Concentrations in Soil and Sample Location Information Exhibit F—Certain Required Documentation as Required by EPA 2009 PCB Application, Application Amendments, and the July 2, 2010 and July 1, 2011 Conditional approval letters and attachments. Soil Management Plan US EPA Conditional Approval Letters - 12 - 089367 00006 603354862 7 A notary public of other office 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. ACKNOWLEDGMENT State of California County of On before me, (insert name and title of officer) personally appeared _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare 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. I certify under PENALTY OF PURJERY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public _ _ (Seal) State of California County of On _ _ before me, (insert name and title of officer) 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. I certify under PENALTY OF PURJERY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public . ______ (Seal) - 13 - 089367,000006 603354862 7 EXHIBIT CC DRAFT FORM OF SOIL MANAGEMENT PLAN 1WESM6 f 971756.9 TABLE OF CONTENTS Page 1.0 INTRODUCTION ............................................................................................................ 1 2.0 SITE BACKGROUND AND REMEDIATION GOALS ..................................................... 1 3.0 REDEVELOPMENT AND CONSTRUCTION ACTIVITIES.............................................4 4.0 CHEMICALS OF CONCERN..........................................................................................4 5.0 SOIL MANAGEMENT.....................................................................................................5 5.1 SOIL AND CONCRETE CONTAINING PCBS AND OTHER COCS .................................5 5.2 MONITORING REQUIREMENTS ...............................................................................7 5.2.1 SCAQMD Rule 1166 Requirements........................................................7 5.2.2 Fugitive Dust ...........................................................................................7 5.2.3 Storm Water Controls..............................................................................8 5.3 SOIL TESTING AND EQUIPMENT DECONTAMINATION ................................ ..............8 5.4 STOCKPILE MANAGEMENT AND TESTING................................................................9 5.5 SITE ACCESS...................................................................................................... 11 5.6 IMPORT FILL SOIL REQUIREMENTS ...................................................................... 11 5.7 AGENCY NOTIFICATIONS..................................................................................... 11 6.0 HEALTH & SAFETY REQUIREMENTS ....................................................................... 11 7.0 LIMITATIONS ............................................................................................................... 12 8.0 REFERENCES .............................................................................................................13 FIGURES Figure 1 Site Location Map Figure 2 North and South Properties with Reference Elevations for Native Grade Figure 3 Existing Groundwater Monitoring and Soil Vapor Extraction Wells Figure 4 Locations of Underground Warning Barriers (UWBs) and Structures Figure 5 Post-Below Grade Demolition Site Grade and Strom Water Controls Figure 6 Areas with Crushed Concrete Figure 7 Areas of Residual Soil Impacts TABLE Table 1 Site-Specific Remediation Goals APPENDIX Appendix A.._ Survey Inforrnatiork for Underground Warning Q_ a_rrie_rs (LjWas)_.and Deeper Structures Left in Place _ Amec Foster Wheeler Environment&Infrastructure, Inc � -; i0 27.Og3.ajg Mal Pic nSC711 Management rf'an Pein ey rz ryie.icncz�.rnaty+ i ic..a "Oa siA ....-.......k a�... o.-�:..,.,n..M. SOIL MANAGEMENT PLAN (SMP) Former Pechiney Cast Plate, Inc. Facility Vernon, California 1.0 INTRODUCTION Amec Foster Wheeler Environment & Infrastructure, Inc. (Amec Foster Wheeler; formerly AMEC), has prepared this soil management plan (SMP) on behalf of Pechiney Cast Plate, Inc_ (Pechiney), for the former Pechiney property located at 3200 Fruitland Avenue, in Vernon, California (the site; Figure 1). The former Pechiney property has been subdivided into two- properties known as the North Property (Assessor Parcel Numbers [APNs] 6310-008-020 and 6310-008-021) and the South Property (APNs 6310-008-010, 6310-008-011, and 6310-008- 019) as shown on Figure 2. The North Property encompasses approximately 633,191 square feet of real estate and the South Property encompasses approximately 552,716 square feet of real estate. The future uses of the North Property and the South Property will consist of commercial/industrial land use. (' m Ge ^endiAg) The future uses may include warehouse distribution center and industrial manufacturing. The SMP is intended to be a plan that describes the protocols for handling and managing soil, including soil containing residual concentrations of chemicals of concern (COCs) following site remediation that may be encountered during future site grading and construction conducted during redevelopment of the respective properties. Depending on the timing of the planned redevelopments, this SMP may need to be revised to reflect the current state of development of the property, current state and federal requirements, and current property conditions. 2.0 SITE BACKGROUND AND REMEDIATION GOALS Remedial investigations conducted at the site identified volatile organic compounds (VOCs), petroleum hydrocarbons (as Stoddard solvent), polychlorinated biphenyls (PCBs), and metals (primarily arsenic) in soil; VOCs and Stoddard solvent in soil vapor; and PCBs in concrete building floor slabs at concentrations of potential concern. The investigations also identified VOCs, including trichloroethene and tetrachloroethene, in groundwater beneath the site. Groundwater within the first water-bearing unit is present at a depth of approximately 140 to 150 feet. Remedial investigation and screening level human health risk assessment (HHRA) findings for the site are summarized in the Feasibility Study (AMEC, May 2012). Based on the HHRA, site-specific remediation goals were established for the COCs in soil vapor, and soil at Amec Foster Wheeler Environment&Infrastructure, Inc. K',iD627 GO? D%Spil Fda9 Plan'Soil R,anaas.;g1Plan Pechinev .dccx :. ,P43:—Fedvneu,,..it...• 1 the site assuming that the future land use would be for commercial/industrial purposes. The site-specific soil remediation goals are summarized in Table 1. Pursuant to a July 2010 Imminent and Substantial Endangerment Determination and Consent Order, a Remedial Action Plan (as amended, the "RAP") was prepared and implemented to mitigate concrete, soil, and groundwater impacts at the site under the oversight of the Department of Toxic Substances Control (DTSC). Pursuant to the Code of Federal Regulations (CFR), Title 40, Subchapter R, Toxic Substances Control Act (TSCA), the US Environmental Protection Agency (US EPA) has oversight for PCB-impacted soil and concrete. Mitigation of the PCB-impacted concrete and soil was approved by the US EPA. Based on site-specific remediation goals developed for COCs present in concrete and soil at the site, these impacted media were mitigated to meet the site-specific remediation goals presented in the RAP. Remediation of VOC-impacted soil on the Northern Property and Stoddard solvent-impacted soil on the Southern Property is being mitigated by soil vapor extraction (SVE) and SVElbioventing, respectively. Groundwater monitoring is also ongoing at the site. The well fields for the SVE and SVElbioventing areas and existing groundwater monitoring wells are shown on Figure 3. As detailed in the Completion Reports (AMEC, 2014a, b, c, and d), soil within portions of the site, to a depth of 15 feet or more below the native grade, contain hazardous substances, which include the COCs listed in Section 4.0 below. Native grade was relative to the elevation of the asphalt surface that runs along the eastern side of the site. Native grade elevations used are shown on Figure 2. Soil removals completed at the site during the implementation of the RAP are summarized below by Phase area, and residual concentrations of COCs remain in place below the remediation goals. • Phase I Area - soil removals were conducted for PCBs and for isolated occurrences of total petroleum hydrocarbons (TPH) in soil (based on field conditions, proximity to below grade structures that were removed, or due to the presence of PCBs). The approximate vertical extent of the soil removals ranoe from an elevation of 185 to 167 feet mean sea level MSL . ■ Phase II - soil removals were conducted for PCBs and metals and for isolated occurrences of TPH in soil. The approximate vertical extent of the soil removals range from an elevation of 186 to 159 feet mean sea level (MSL). ■ Phase III, IV, and VI Areas - soil removals were conducted for PCBs and metals (arsenic) and for isolated occurrences of TPH in soil (based on field conditions, proximity to below grade structures that were removed, or due to the presence of PCBs). Soil impacted with TPH and Stoddard solvent was not removed in the area where SVElbioventing is being used to address TPH- (as Stoddard solvent) and associated VOC-impacted soils; and some soil containing TPH was removed in the Amee Foster Wheeler Environment&Infrastructure, Inc. &-UQ627.P03,Il4 Mat F!an*pil Mimamemert Pjen PecNneY.2 UAR$190•• 1 oi* o..w:.."F2 w..-.. 2 Phase IV Area. The approximate vertical extent of the soil removals range from an elevation of 185 to 171 feet mean sea level (MSL). • Phase V- soil removals were conducted for metals, PCBs and TPH. The approximate vertical extent of the soil removals range from an elevation of 176 tr, 174 feet mean sea level (MSL). In addition, soil remains in place at depths greater than 15 feet below native grade with PCB concentrations above 23 milligrams per kilogram (mg/kg). As approved by US EPA, these areas are covered with a physical underground warning barrier(UWB) that consists of concrete slurry covered with an orange fabric. The locations of these barfieFG.QWBS are shown on Figure 4 along with the average to elevations of the UWBs. The maximum total PCB concentrations detected in soil, concrete and/or fill material that rer7ainS below the UWBs are shown on FI_Qure 4. and summarized below. Survey information for the UWBs is included in Appendix A. Structure Identification Total Maximum PCB Concentration below an UWB millicirams/kilogram (mg/kn) Concrete Soil Pea Grave/Fill Concrete Cover in Area 4A/4B Not Applicable (NA) 2000 NA FDC#4/Area 4B 4600 NA 12 North Concrete Cover NA 530 NA South Concrete Cover NA 1775 NA Concrete Cover in Area C I NA 73.6 NA The Completion Reports (AMEC, 2014a, b, c, and d), also provided documentation of the below demolition work conducted at the site. The below grade demolition work included the removal of footings, foundations, structures (in the upper 10 feet), and underground utilities (within the upper 3 feet)„ Locations were structures were left in place at a depth of 10 feet relative to native grade are shown on Figure 4, along with the average elevation of the top of the concrete cover placed over the structure. The maximum total PCB concentrations detected in concrete and/or fill material of the structure that remains below the concrete cover is shown on Figure 4, and summarized on the next page. Survey information for the deeper structures is included in Appendix A. Amec Foster Wheeler Environment&Infrastructure, Inc. K-M627.003 MSol Mat PlaMSoil Management Plan Pechinev r2.docx 3 Structure Identification Total Maximum PCB Concentration Associated with a Structure Left in Place milligrams/kilogram (mglkg) Concrete Soil Pea Grave/Fill FDC#1 0 069 Not Applicable NA NA Structure 142—Swindell Pits Not Detected NA Not Detected Structure 827—Swindell Pits Not Detected NA Not Detected Structure 1A Northeast Area 3.6 NA NA Structure 1 C (Northeast Area) 2.0 NA NA 3.0 NT.I I.P.AXED REDEVELOPMENT AND CONSTRUCTION ACTIVITIES The site is currently graded for storm water controls, fenced, and vacant. The site grade and post-demolition storm water controls in place at the site are shown on Figure 5. As part of the below grade demolition work, concrete containing PCBs at concentrations less than or equal to 1 mg/kg (to non-detect levels) was crushed onsite and used as backfill and surface cover in portions of the site. The areas where crushed concrete was used in this manner is shown on Figure 6. design ("�,heFr PFGP ) F= t Redevelopment will likely include a warehouse distribution center (Southern Property) and industrial manufacturing facility (North Property). In either case, redevelopment may require over-excavation and recompaction of site soils (including native soil and imported soils); construction excavations for footings, foundations and utility corridors; and/or import of fill soils for structural or other purposes. If imported fill is needed, the import fill requirements shall meet those described in Section 5.5. if impacted soils (based on visual staining, odors or other observationshare encountered during earthwork (grading or excavations), the soil must be managed for potential off-site disposal or stockpiled for potential onsite re-use as described in Section 5.3. 4.0 CHEMICALS OF CONCERN This section described the COCs that may be present at the site, and impacted soil may be encountered during site grading, construction, and redevelopment work. The COCs that may be encountered in soil include: • Total petroleum hydrocarbons (TPH and Stoddard solvent); Amec Foster Wheeler Environment&Infrastructure, Inc. K'%TG52'Q03.0 011 M 1 Planl&pfl Marieriernent Pon _ 4 • PCBs; • VOCs, such as chloroform, PCE and TICE in the North Property area, and 1,2,4-trimethylbenzene and 1,3,5-tri methyl benzene in the South Property area; and • Metals (primarily arsenic). The areas of the site where these COCs remain in place in soil after implementation of the RAP are shown on Figure 7. Soil may be encountered with COCs above the remediation M voaJs in areas where SVE or SVElbioventing afe in proslress, and the.$e areas are also shown on Figure 7 The presence of these COCs in soil at the site shall be considered during site grading and construction excavation. In consideration of the depth to groundwater (140 to 145 feet below grade), groundwater management during construction is not anticipated; but will be decided on a project-specific basis. 6.0 SOIL MANAGEMENT This section provides procedures for monitoring, soil testing, equipment decontamination, managing and testing of soil stockpiles, import fill soil requirements, and-site access, and agency notifications, all of which shall need to be implemented in the event earthwork is being conducted in areas with residual COCs remaining at concentrations below or above the remediation goals (Table 1), or if impacted soil (based on visual staining, odors, or other observations) is encountered during redevelopment. 5.1 SOIL AND CONCRETE CONTAINING PCBS AND OTHER COOS For the site, where PCBs were a COC, remediation goals were established for PCBs at a certain depth intervals, ground surface to 5 feet below native grade (above178 feet mean sea level JMSQ), 5 feet to 15 feet below native grade (178 to above 168 feet MSL), and below 15 feet below native grade (below or equal to 168 feet MSL). (Note - The native grade surface elevation of 178 feet MSL in the Phase V area is lower than the remainder of the site, and depth intervals for this Phase area began at native grade). Refer to Figure 2 for the native grade surface elevations used for the PCB depth intervals in each phase area. Because these remediation goals are depth-specific relative to native grade, earthwork must be conducted in a manner in which soil from each respective layer is not mixed with a layer that contains soil mitigated to a less-restrictive remediation goal. Restated, deeper soil intervals shall not be mixed or co-mingled with a shallower soil interval and placed in the shallower interval ("segregation approach")_ Soil within the upper 5 feet relative to native grade (above 178 feet MSL) may contain PCBs at concentrations below 3.5 mg/kg, and for this depth interval soil may be disturbed during site Amec Foster Wheeler Environment&Infrastructure, Inc I e ert Pia _ 5 grading with no further sampling or onsite management, including those areas designated as landscaped areas. Areas where disturbance occurs shall be documented and surveyed. As an alternative to the segregation approach, soil between 5 feet and above 15 feet (relative to native grade; interval of 178 feet MSL to above 168 feet MSL) that is disturbed during site grading or during construction of footing, foundations, or utility trenches may be consolidated and placed under the footprint of a building slab or concrete paved area (referred to as a "cap" with a minimum concrete thickness of 6-inches),In doing so, these soils under the cap shall be designated as containing total PCBs at a concentration gFeateF tha., f 23 mg/kg the remediation coal for the 5 to 15 flat depth interval relative native grade)._ Tha PCB- irneacted soil consolidated under the calp shall be wvpred yvith a waming membrane. such as the mnqg fa brig. d for the UWBs of other similar materia . If the s i placed under the cap is furtr-er disturbed durinq canstruc#ion activities (trenching. etc, add` ional oil testing for total PCBs shall be conducted to verify that that the PCB concentrations in soil do not exceed 23 ma/kg. AFeaS where these soils aFe GeRselidated shall be der"umented and suweyed. In ztdditign, soil consolidated under the cap shall r oLindlAg soil from a depth of greater than 15 feet relative to native ci rade 168 feet MSL), Sail at de pilhe a real er than 15 feet relative to native g rade ahoil t2e des lcznat d as mnta in ing total PCBs at p qg n ce ntr ation a reater than or equal to 50 mql� The cap, ins ections. of the ca p, record kee i ng, and future re airs to the cap shall meet the reaulrernents of 40 CFR 761,61017_ A resthctjyg land use covenant (LUC) rerording for thg caig and under) i ng soil shall meet 4 _CER 7Q 1.f3 1 a A, and will not re uire a low o cu P anc area desi nations l2ecified. in 40 CFR 761.81 i A i I or the associated low 0ccu an certification sipecified in 40 CFR 761.61 a 8 he instalied ovejy�nq warninq membrane and areas where these soils are consolidated shall be documented and surveyed, and the survey information shall be added to the LUC. In the area of the UWBs (at a depth of 15 feet or greater (at 168 feet MSL or deeper-, Figure 4), soil (or concrete) remains in place below the UWB with PCBs concentration above the site- specific remediation goals. The UWB or underlying soil shall not be disturbed or moved. If these areas are disturbed, then soil and concrete shall be removed for disposal based on in situ total PCB concentrations recorded during the implementation of the RAP, as summarized in Section 2.0 above and noted on Figure 4. In addition, crushed concrete that was used on site as backfill and surface cover may contain PCBs at concentrations less than or equal to 1 mg/kg (Figure 5). These materials shall be maintained onsite. Amec Foster Wheeler Environment&Infrastructure, Inc Soils containing other COCs, such as TPH (and/or Stoddard solvent). VOCs, or metals, shall be maintained in the area where the soil is disturbed and not relocated to another area or other portion of the site that is not impacted. 5.2 MONITORING REQUIREMENTS This section describes monitoring measures for future site work where visibly stained soil or odors are is-observed or where potentially TPH- or VOC-impacted soils may be discovered or encountered in areas shown on Figure 7 during site grading and construction excavation. Control and monitoring methods for VOC emissions (if encountered) and dust generation are included in this section. While these elements are discussed in this section, all other potentially applicable laws and regulations shall be considered prior to beginning earthwork at the site. 5.2.1 SCAQMD Rule 1166 Requirements Soil at the site may require VOC monitoring in accordance with South Coast Air Quality Management District requirements (e.g., SCAQMD Rule 1166). Monitoring for the presence of VOC-impacted soil and implementing a VOC-impacted soil mitigation plan approved by the SCAQMD Executive Officer will be required if VOC-impacted soil is encountered during grading and excavation work. A copy of the plan must be on site during the entire excavation period, and the provisions for monitoring and reporting under the Rule 1166 permit/plan must be implemented. The following vapor or �)dof mittoatlon measures may be irnplernented if real-time air monitorin exceeds an action level or ff odors are encountered that requires mitigation from a health and safety perspective: • Cover subject soil with clean soil or plastic sheeting; • Reduce the pace of work: • Reduce size of area being excavated: and/or • Apply vapor suppression. Construction procedures or va or/odpr m sores ma be altered based an observations of the effectiveness of such measures. Work must stop until such measures are improved or addi#ional or more effective measures are employed. Additional pir monitorin may be conducted to confirm the effectiveness of emission reduction activities. 5.2.2 Fugitive Dust Dust and odor control measures during site grading and excavation shall be implemented to prevent airborne dust from leaving the site boundary, in accordance with SCAQMD regulations. Conditions shall be evaluated and the adequacy of dust control measures, as Amec Foster Wheeler Environment&Infrastructure, Inc. hLl7C5 ?.8y3.OsCo]Mat Ply opil tjn@� Tnenl Ftjr. PFIISd' TTi d .1.1 anrr. —-c— .GLR.0 00�moo Q 7 based on real-time monitoring and SCAQMD Rule 403, shall be evaluated. The following dust mitigation measures may be implemented if real-time monitoring for fugitive dust exceeds the action level or if observations of visible dust emissions at the site boundary are made. • Apply water spray or mist during activities such as excavation or stockpile management to minimize the generation of visible dust; • Have a water supply available continuously; • Cover soil stockpiles; • Minimize open excavations; • Use tarpaulin or other covers for truck carrying soils that travel on public streets; • Keep the drop heights to a minimum, during the handling of materials or loading of transportation vehicles; • Keep vehicle speeds on the property below 5 miles per hour; and • Reduce the pace of work. Construction procedures or dust control measures may be altered based on observations of the effectiveness of such measures. Work must stop until such measures are improved or additional or more effective measures are employed. Additional air monitoring may be conducted to confirm the effectiveness of emission reduction activities. 5.2.3 Storm Water Controls Prior to construction activities, the contractor, in cooperation with the property owner, shall obtain a general construction permit for storm water and erosion control measures under the California General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities, Order No. 2009-0009-DWQ (General Permit). During construction activities, the contractor shall implement a Storm Water Pollution Prevention Plan (SWPPP). 5.3 SOIL TESTING AND EQUIPMENT DECONTAMINATION If impacted soil is observed (based on visual staining, odors, or other observations or from areas shown on Figure 7), soil sampling and analysis for TPH, PCBs, metals and VOCs shall be conducted to assess the presence of these COCs at concentrations above the remediation goals (Table 1). If impacted soil is encountered that exceeds the soil remediation goals and to the extent the impacted soil requires excavation and offsite disposal, additional soil sampling shall be conducted under the supervision of a Professional Geologist (PG) or Civil Engineer Amec Foster Wheeler Environment&Infrastructure,Inc 1 K 1.GC?.C^ r'3G!M4 Plgn ,jl Mari5rr.mC'1 Plw, Pee.int!y r2 F'F&R _ 8 (PE) registered in the State of California experienced in performing environmental investigations. The number of, and the methods used to collect the soil samples and the analyses to be performed shall be selected in the field by the supervising PG or PE. The analytical suite shall be selected based on field observations, and may include the following test methods: • TPH with carbon chain range quantification (TPHcc) using EPA Method 8015M (Modified); • PCBs using EPA Method 8082 (using soxhlet extraction method 3540C); • Metals using EPA Methods 6010B17242; and • VOCs using EPA Method 8260E and field preservation Method 5035. Samples shall be collected in glass jars of brass tubes, which shall be sealed, uniquely labeled, and stored in an ice chest filled with ice to keep the samples chilled. The samples shall be shipped to an analytical laboratory accredited by the California State Water Resources Control Board Environmental Laboratory Accreditation Program using chain of custody procedures. Re-useable sampling equipment(hand augers, shovels, etc.) will be decontaminated using the following steps to reduce the potential for cross-contamination. 1. wash and scrub in non-phosphate detergent and potable water; 2. rinse in potable water; and 3. rinse in DI water and air dry Investigation derived residuals, including decontamination water, shall be managed in accordance with regulatory requirements. If PCBs are detected (or suspected) in soil, re-usable sampling equipment shall be decontaminated in accordance with 40 CFR 761.79. Liquid decontamination waste shall be handled in accordance with 40 CFR 761.79. 5.4 STOCKPILE MANAGEMENT AND TESTING During site grading or construction excavation work, excess soil spoils, including COC- impacted soil, may be generated that require temporary stockpiling. Stockpiled soil may either be returned to the soil interval from which the soil was encountered or may be transported off site for disposal. Amec Foster Wheeler Environment&Infrastructure, Inc_ &( 1027 003 0%50 Mai Pla,$I O Mar..a oemerr Plai Pechinev tz.doaw _ _ 9 If COC-impacted soil is encountered, the excavated COC-impacted soil shall be stockpiled on plastic sheeting with a minimum thickness of 10 mils to reduce the potential for spreading contamination on surface soil. Stockpiles shall be covered at the end of the work day with plastic sheeting to reduce the potential for erosion or direct contact with storm water and to prevent unauthorized access. Plastic sheeting shall be weighted down to prevent the pile from being uncovered by wind. In addition to plastic sheeting covers, stockpiles should be managed to minimize migration of contaminated soils, and may include proper sloping to prevent run-on and infiltration of storm water, appropriate compaction to maintain stockpile integrity, and adequate security for the site to deter trespassers. Stockpiled soil containing total PCBs at concentrations greater than 50 mg/kg or higher must be stored in accordance with 40 CFR 761.65. Soil containing PCBs shall be stored on site no longer than 30 days. If the stockpiled, COC-impacted soil is to be transported off site for disposal, the soil shall be profiled for waste characteristics. For disposal purposes and profiling for PCBs, soil samples shall be collected in-place (e.g., in-ground) for PCBs prior to excavation (not from stockpiles). For other COCs (TPH, VOCs or metals), stockpile samples may be collected for waste profiling purposes. Waste profiling shall consist of collecting soil samples (in-ground or from stockpiles) for laboratory analyses at the following minimum frequency. • One sample per 100 cubic yards excavated or less. • Three samples per 100 to 500 cubic yards excavated. • One sample per 500 cubic yards excavated up to 2500 cubic yards, and then above 2500 cubic yards, one sample per 2500 cubic yards. Sampling shall be conducted in conformance with the procedures stipulated by the supervising PG or PE. Soil samples shall be analyzed for the following constituents. • TPH with carbon chain range quantification (TPHcc) using EPA Method 8015M (Modified); • VOCs using EPA Method 8260B and field preservation Method 5035; • PCBs using EPA Method 8082 (using soxhlet extraction method 3540C); and • Metals using EPA Methods 6010/7242. Other analyses may be required contingent on waste profiling requirements, receiving facility requirements, or other regulatory directives. Amec Fosler Wheeler Environment&Infrastructure Inc K-%10627 003 O'Sod Mc,Pi W-5nil VE.A. urie"I PUr Perhin6-1 r7 u8C-wfr.::Mri:, _ _ }FC-9ar.� 10 5.5 SITE ACCESS Vehicle and personnel access to areas where potentially impacted soils (based on visual staining, odors, or other observations or from areas shown on Figure ?, are encountered shall be controlled. Caution tape, cones, fencing, steel plates, or other appropriate measures shall be used to clearly designate the active area and to prevent access by the public. Stockpiles of potentially impacted soil shall be secured to prevent unauthorized access. 5.6 IMPORT FILL SOIL REQUIREMENTS If needed, any off-site soils brought to the site for use as backfill (import fill) must be tested in general conformance with the Department of Toxic Substances Control (DTSC), Information Advisory Clean Imported Fill Material document (DTSC, 2001). Import fill shall be tested for target compounds based on the location of the fill source area; however, as a minimum, the fill should be tested for the following constituents. • TPHcc using EPA Method 8015; • VOCs using EPA Method 826013; • PCBs using EPA Method 8082 (using soxhlet extraction method 3540C); and • Title 22 metals using 601013/7242. Other analyses may be required contingent on the source of the import fill or recommendations by the supervising PG or PE. A minimum of one sample for laboratory analysis is suggested per 1000 tons of import fill per borrow site (single source). For quantities above 5000 tons of import fill per borrow site (single source), one sample for laboratory analysis is suggested per 5000 tons of import fill. For PCBs, import soil shall contain less than 1 mg/kg of total PCBs. 5.7 AGENCY NOTIFICATIONS DTSC shall be notified in the event that impacted soil is encountered in areas beyond what is identified on Figure 7 during site grading or construction activities. If PCBs are detected in soil fin-s.itp) at concentrations greater than 50 mglkg, US EPA shall be notified. Ngtiflcatlon ShaII bF urgvti�d by phone followed by electronic mail describing the area and impacted soil encountered. 6.0 HEALTH & SAFETY REQUIREMENTS Project personnel shall comply with all applicable federal, state, and local regulations, as well as the State of California Construction Safety Orders (Title 8). Additionally, if COC-impacted soil is encountered, personnel working in the COC impacted area must comply with Amec Foster Wheeler Environment&Infrastructure, Inc t OfBMS1311 M9Madf 14rht P1." Prrhin rl _ _ rx/F9yiy4-0OCk 11 Occupational Safety and Health Administration (OSHA) regulations specified in 29 CFR 1910.120 and CCR Title 8, Section 5192. A site-specific health and safety plan shall be prepared prior to the start of earth work. 7.0 LIMITATIONS This SMP does not address topics related to other chemicals or media that may be encountered during a redevelopment or future site actives, including but not limited to, demolition and construction debris, asphalt, concrete, asbestos-containing materials, and other affected media. If such materials are encountered, contractors and workers are responsible for complying with all applicable laws pertaining to the handling and disposal of these materials. In preparing this SMP, Amec Foster Wheeler has relied upon certain information and representations obtained from documents prepared by others. To the extent that recommendations are based in whole or in part on such information, those conclusions are contingent on its accuracy and validity. Amec Foster Wheeler assumes no responsibility for any consequences arising from any information or condition that was concealed, withheld, misrepresented, or otherwise not fully disclosed or available to Amec Foster Wheeler. This SMP is based on current known site conditions and current laws, policies and regulations. No representation is made to any present or future developer or property owner of the site, or portions of the site with respect to future site conditions, other than those specifically identified within this document. Amec Foster Wheeler disclaims any responsibility for any unintended or unauthorized use of this SMP. Amec Foster Wheeler has not made any commitment to, or assumed any obligation or liability to any present or future developer, property owner, tenant, consultant, agent, contractor, user or other party owning or visiting the Site or portion of the Site based upon or arising out of implementation this SMP. It is expressly understood that while this SMP is intended to provide guidance and establish a framework for the management of residual chemicals in deeper soils to protect human health and the environment, this SMP shall not create any warranties or obligations to Amec Foster Wheeler as to implementation, adequacy, or success of protective measures under this SMP. _ Amec Foster Wheeler Environment&Infrastructure,Inc. J '%1 D6FI 00IMS011 MAJ P1*;sZQi1 - _ .#OCx 12 8.0 REFERENCES AMEC Environment & Infrastructure, Inc. (AMEC), 2012a, Feasibility Study, Former Pechiney Cast Plate, Inc. Facility, 3200 Fruitland Avenue, Vernon, California, May 7. AMEC, 2012b, Remedial Action Plan, Former Pechiney Cast Plate, Inc. Facility, 3200 Fruitland Avenue, Vernon, California, June 28. AMEC, 2013a, Final Phase I Completion Report, Former Pechiney Cast Plate, Inc. Facility, 3200 Fruitland Avenue, Vernon, California, June 6 then revised November 13. AMEC, 2013b, Phase V Completion Report, Former Pechiney Cast Plate, Inc. Facility, 3200 Fruitland Avenue, Vernon, California, September 26. AMEC, 2013c, Phase III, IV, and VI Completion Report, Former Pechiney Cast Plate, Inc. Facility, 3200 Fruitland Avenue, Vernon, California, October 7. AMEC, 2013d, Phase II Completion Report, Former Pechiney Cast Plate, Inc. Facility, 3200 Fruitland Avenue, Vernon, California, November 7. Department of Toxic Substances Control, 2001, information Advisory Clean Imported Fill Material. Amec Foster Wheeler Environment&Infrastructure,Inc. r,tor,2 .00aff Soil hlct Pla-OSNI 61anaean+r-k Plan Rrv+,i it:-,-2 gee): #7AG -- 95 1'M,3 GS@CFHE _ - �'.-7� i EX]Mrr D LETTER REGARDING SEWER CREDITS i i I i I NVES11261971756.8 W-EC "( Tlow MMMETE UIMM WEFT COUNTY SANITATION O I S T R I C T S OF LOS ANGELES COUNTY 1955 Workman Mill Food, Whittier, CA 90601.1400 Mailing Address: P.O. Box 4998, Whittier, CA 90607-4998 GRACE ROBINSON HINDE Telephone: (562) 699-741 1, FAX: (562) 699.5422 Chief Engineer and General Manager www.locsd_org October 22.2015 File No.: 23-15-016885 Facility ID: 2098913 Mr. Gerald Pepper Pechiney Cast Plate,Inc. 2700 Daybreak Parkway South Jordan, Utah 84095 Dear Mr.Pepper: Capacity Units Allocation Request 3200 Fruitland Avenue Vernon,California 90058 The County Sanitation Districts of Los Angeles County (Sanitation Districts) have reviewed and approved your July 24, 2015, capacity unit allocation request. The total 940.62 capacity units have been allocated as summarized in the table below: Entity Parcels Capacity Units Assi tied Pechinev Cast Plate Inc. 6310-008-020 and -021 740.00 Boyle at 54th,LLC 6310-008-0I0. -011.-019 200.62 The credit allocation is allowed based upon the fact that all parcels listed above had all buildings demolished and were owned by Pechinev Cast Plate, Inc. If you have any questions regarding this requirement, please contact Alicia Barrera of the Sanitation Districts' Industrial Waste Section at(562)908-4288,extension 2918. Very truly yours, ��?r Laurence H. Smith Supervising Engineer Industrial Waste Section LHS:AB:tld cc: Kimberly Holland-Chomisky,Amec Foster Wheeler DOC#: 3490799 y yt4ryy d 1r r' �` Y xr .tt RECEIVED �e 7� 4 NOV 092015 cows � STAFF REPORT CITY ADMINISTRATION CITY CLERK DEPARTMENT DATE: November 17, 2015 TO: Honorable Mayor and City Council FROM: Maria E. Ayala, City Clerk RE: Approval of Resolutions (1) Calling for a General Municipal Election to be Held on Tuesday, April 12, 2016, for the Election of a Certain Officer and (2) Requesting the Board of Supervisors of the County of Los Angeles to Render Specified Services to the City Relating to the Conduct of the General Municipal Election Recommendation A. Find that approval of the Resolutions is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment, as the proposed is administrative in nature; and B. Approve the Resolution calling and giving notice for a General Municipal Election to be held on Tuesday, April 12, 2016 for the Election of one (1) City Councilmember for the full term of five(5) years; and C. Approve the Resolution requesting the Board of Supervisors of the County of Los Angeles to render specified services to the City relating to the conduct of the General Municipal Election to be held on Tuesday, April 12, 2016. Background In accordance with Article XV, Section 2.118 of the Vernon Municipal Code, the City of Vernon will conduct an all-mail ballot General Municipal Election ("election") on April 12, 2016, for the purpose of electing one member of the City Council for a full term of five (5) years. The City Council is required to adopt a resolution calling the election. Said resolution should specify provision in the event of a tie-vote. In addition, the Office of the City Clerk is requesting the services of the Los Angeles County Election Department to prepare and furnish the City and/or Martin and Chapman various listings and computer records of the names and addresses of eligible registered voters in the City of Vernon, provide voter signature verification services, and to make available to the City Page 1 of 2 additional election equipment and assistance according to state law for the conduct of the General Municipal Election. The request for assistance from the County is made by City Council resolution. Fiscal Impact Sufficient funds have been budgeted; costs to conduct the election are estimated to be approximately $6,000 to $7,000. Attachment(s) Draft Resolutions: - A Resolution of the City Council of the City of Vernon, California, Calling and Giving Notice of an All-Mail Ballot General Municipal Election to be held on Tuesday, April 12, 2016, for the election of a Certain Officer as Required by the Provisions of the Charter of the City of Vernon; and - A Resolution of the City Council of the City of Vernon, California, Requesting the Board of Supervisors of the County of Los Angeles to Render Specified Services to the City Relating to the Conduct of a General Municipal Election to be Held on Tuesday, April 12, 2016. Page 2 of 2 RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON, CALIFORNIA, CALLING AND GIVING NOTICE OF AN ALL-MAIL BALLOT GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, APRIL 12, 2016, FOR THE ELECTION OF A CERTAIN OFFICER AS REQUIRED BY THE PROVISIONS OF THE CHARTER OF THE CITY OF VERNON WHEREAS, under the provisions of the Charter of the City of Vernon, a General Municipal Election shall be held on April 12, 2016, for the election of a Municipal Officer. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1 : Pursuant to the requirements of the Charter of the City of Vernon and the Code of the City of Vernon, there is called and ordered to be held in the City of Vernon, California, on Tuesday, April 12, 2016, a General Municipal Election conducted by all-mail ballot for the purpose of electing one (1) Member of the City Council for the full term of five (5) years . SECTION 2 : The ballots to be used at the election shall be in form and content as required by law. SECTION 3 : The City Clerk, or Deputy City Clerk, is authorized, instructed and directed to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election by all mail ballot. SECTION 4 : Pursuant to the Code of the City of Vernon, and other applicable provisions of the Charter of the City of Vernon and Ordinances of the City of Vernon, said election shall be conducted by all-mail ballot, and shall be conducted pursuant to Chapter 2 of Division 4 (commencing with Section 4100) of the California Elections Code only insofar as required by law, and only where not inconsistent with the Charter and Ordinances of the City of Vernon. Mail ballots in this Election shall be timely cast if they are received by the office of the City Clerk in accordance with California Elections Code Section 4103 , as amended by Senate Bill 29 . As fully set forth in California Elections Code Section 4103, mail ballots shall be timely cast if they are received by the office of the City Clerk no later than three (3) calendar days after election day, and in accordance with Elections Code Section 4103 (b) . SECTION 5 : That in the event of a tie vote (if any two or more persons receive an equal and the highest number of votes for an office) as certified by the Election Official, the City Council, in accordance with Election Code § 15651 (b) , shall conduct a special runoff election to resolve the tie vote and such special runoff election is to be held on a Tuesday not less than 40 days nor more than 125 days after the administrative or judicial certification of the election which resulted in a tie vote . SECTION 6 : In all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections . SECTION 7 : Notice of the time and place of holding the election is given and the City Clerk, or Deputy City Clerk, is authorized, instructed and directed to give further or additional notice of the election, in time, form and manner as required by law. SECTION 8 : The City Clerk, or Deputy City Clerk, is directed to forward without delay to the County Election Department a certified copy of this resolution at the following address : - 2 - Mr. Dean C. Logan Registrar-Recorder/County Clerk Election Coordination Unit 12400 Imperial Highway, 2nd Floor, Room 2003 Norwalk, CA 90650 SECTION 9 : The City Council of the City of Vernon authorizes the City Clerk, or Deputy City Clerk, to administer said election and all reasonable and actual election expenses shall be paid by the City upon presentation of a properly submitted bill . SECTION 10 : The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk' s, or Deputy City Clerk' s, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of November, 2015 . Name: Title : Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPR A g{} 7� Hema P o ney 3 - STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, _ City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, November 17, 2015, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this _ day of November, 2015 at Vernon, California. City Clerk / Deputy City Clerk (SEAL) 4 RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON, CALIFORNIA, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF LOS ANGELES TO RENDER SPECIFIED SERVICES TO THE CITY RELATING TO THE CONDUCT OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, APRIL 12, 2016 WHEREAS, on April 12, 2016, a General Municipal Election will be held in the City of Vernon (the "City" ) , California; and WHEREAS, in the course of conducting the election it is necessary for the City to request services of the County of Los Angeles (the "County" ) ; and WHEREAS, all necessary expenses in performing these services shall be paid by the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1 : Pursuant to the provisions of Section 10002 of the Elections Code of the State of California, the Vernon City Council requests that the Los Angeles County Board of Supervisors permit the County Election Department to prepare and furnish the following for use in conducting its election: 1. A listing of County precincts with the number of registered voters in each, so the City may consolidate election precincts into City voting precincts, and maps of the voting precincts; 2 . The computer record of the names and addresses of all eligible registered voters in the City in order that the City may: a. Produce labels for vote-by-mail voters; b. Print Rosters of Voters and Street Indexes; 3 . Voter signature verification services as needed; 4 . Make available to the City election equipment and assistance as needed according to state law. SECTION 2 : The City shall reimburse the County for services performed when the work is completed and upon presentation to the City of a properly approved bill. SECTION 3 : The City Clerk, or Deputy City Clerk, is directed to forward without delay to the Board of Supervisors and to the County Election Department, each a certified copy of this resolution at the following addresses : a. Board of Supervisors, County of Los Angeles Attn: Ms . Sachi A. Hamai, Executive Officer Kenneth Hahn Hall of Administration 500 West Temple Street, Room 383 Los Angeles, CA 90012 b. Mr. Dean Logan Registrar-Recorder/County Clerk Election Coordination Unit 12400 Imperial Highway, 2nd Floor, Room 2003 Norwalk, CA 90650 2 - SECTION 4 : The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk' s, or Deputy City Clerk' s, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of November, 2015 . Name : Title.: Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPRO D Hera z tkrA orraey 3 STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, November 17, 2015, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of November, 2015 at Vernon, California. City Clerk / Deputy City Clerk (SEAL) 4 ® -• , RECEIVED t , h`V 0 9 2015 CITY aOiVfiNiSTRATiON ND R�S�F�cE tpi STAFF REPORT VERNON GAS & ELECTRIC DEPARTMENT DATE: November 17,2015 TO: Honorable Mayor and City Council FROM: Carlos Fandino Jr.,Director of Vernon Gas & Electric Department Originator: Abraham Alemu,Electric Resource Planning& Development Manager RE: First Amendment to the Astoria 2 Solar Project- Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority Recommendation A. Find that (a) the Power Sales Agreement between the Southern California Public Power Authority and the City of Vernon is not a "project" subject to the California Environmental Quality Act (CEQA) under Guidelines section 15378 because it involves the administrative activity of purchasing power; and (b) even if this approval were a "project" subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15301(b), the general rule that CEQA only applies to projects that may have an effect on the environment because purchasing power is purely a financial transaction, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and B. Approve the First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority ("SCPPA"), in substantially the same form as attached to the staff report, for the purpose of purchasing solar power with associated green attributes in compliance with the Renewable Resources Procurement Plan and Enforcement Program in force at the City. The amendment includes Consent and Agreement (i.e. the Facility Lender Consent), Intercreditor/Subordination Agreement, and Non-Disturbance and Attornment Agreement. C. Authorize the Director of Vernon Gas & Electric ("VG&E") to execute the First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and SCPPA. Page 1 of 4 Background On June 17, 2014, the City Council approved the Astoria 2 Solar Project — Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority. SCPPA, in turn, entered into a Power Purchase Agreement ("PPA") with RE Astoria 2 LLC ("REA2") on behalf of Vernon and the Cities of Azusa, Banning and Colton (collectively "the Project Participants"). SCPPA and Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley and City of Rancho Cucamonga "Buyers," will initially purchase 65 megawatts of the output and eventually purchase the entire output of the Astoria 2 Project pursuant to a Power Purchase Agreement with RE Astoria II LLC, the "Seller." (See Exhibit C to the Power Sales Agreement.) SCPPA will also execute such other agreements as are necessary to effectuate the Power Purchase Agreement. Vernon will initially purchase 20 megawatts of solar power which will be increased to 30 megawatts commencing January 1, 2022. Vernon will also receive capacity rights in proportion to its percentage of facility output and all renewable energy credits. The term of the agreement is 20 years. A Change in Control occurred in March of 2015 when Recurrent Energy was sold to Canadian Solar. REA2 has proposed certain changes to the PPA to accommodate requests of its tax equity investor, EFS Renewables Holdings, LLC, which is an indirect subsidiary of GE Company ("EFS"), and its construction loan provider, the Deutsche Bank Trust Company Americas ("DBTC"), as reflected in the Consent and Agreement among SCPPA, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley and City of Rancho Cucamonga. Recurrent Energy has agreed to a purchase price of $63.00 per MWh, a reduction of$1.00 per MWh. It is necessary and desirable to make corresponding amendments to the Power Sales Agreement, as set forth herein, given that the PPA is attached to the Power Sales Agreement as Appendix C. REA2 has further proposed two other Agreements to clarify certain rights and give assurances to certain of the Facility Lenders (as that term is used and defined in the PPA) for the Project, to wit: (1) an Intercreditor and Subordination Agreement by and between Deutsche Bank Trust Company Americas, and Buyers ("Subordination Agreement and (2) a Nondisturbance and Attornment Agreement by and among RE Astoria 2 Landco LLC, RE Astoria 2 LLC, Deutsche Bank Trust Company Americas, and Buyers ("NDA"). The Consent and Agreement, the Intercreditor and Subordination Agreement, and the Non- Disturbance and Attomment Agreement are attached to the First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority. The key elements of the agreements are as follows: ■ Consent and Agreement (i.e. the Facility Lender Consent) — This is an agreement between each Buyer, DBTC and EFS. Deutsche Bank Trust Company Americas is the representative of the consortium of lenders that will be providing a 7-year construction loan for the Project. EFS Renewable Holdings, LLC, an indirect subsidiary of GE Company, will be investing in the Project in order to take advantage of the investment tax credit benefits. The Agreement dictates what happens when there is an event of default by the Seller, if the Project goes into foreclosure, and makes certain stipulations/modifications to the PPA. Page 2 of 4 Stipulations/Amendments to the PPA • The definition of"Facility Debt" in Section 1.1 is broadened to accommodate the financing structure. • Section 14.7 (d) is modified to include assets of the Seller. • The definition of"Curtailment Periods" under Section 7.4(a) is clarified to mean periods of time during which the Seller is prevented from delivering Facility Energy or a Buyer is prevented from receiving Facility Energy. • The failure of the Seller to deliver a Quality Assurance manual to SCPPA by October 31, 2015 shall not be deemed an event of default. The Seller will have 30 days after the effective date of the Consent and Agreement to provide SCPPA a Quality Assurance manual as described in Appendix G. • The definition of "Applicable Contract Capacity" is clarified in Section 1.1 to mean the sum of the inverter nameplate capacity of the Facility at the Point of Delivery, taking into account the reactive power obligations of the Facility. • The term "Facility Energy" is clarified in Sections 6.5(a)(i), 6.5(a)(ii), and 6.5(a)(iii) to mean total Energy generated by the Facility less station load and transmission losses to the Point of Delivery, as measured by the CAISO approved electric metering devices. • The automatic termination provision in Section 13.4(b) is limited to circumstances in which the Seller voluntarily terminates the leases and/or easements for the Project. • If the Buyers exercise the option to buy the Project, clarifications to Section 2.2(d) of the Option Agreement include language that: o The Buyers shall not claim a Termination Payment is due as a result of the termination of the PPA. o Clarifies the term "Facility Assets" regarding shared facilities with other Recurrent Energy projects. • The term "LGIA [Large Generator Interconnection Agreement] Co-Tenancy Agreement" is clarified as used in Appendix R. • The term "Generator Interconnection Agreement" in Section 1.1 is amended to include "RE Astoria LLC". • The third recital in the Land Option Agreement is amended by replacing "840" with"793.035". • The definition of "Property" in the Land Lease is amended by replacing "840" with"793.035". • Section 7.4(d) of the PPA is amended by inserting the phrase "(or other Seller Excused Hours)" after the phrases "but for a curtailment event arising under Section 7.4", "applicable to the curtailment event", and "during the curtailment event". • The definition of "CAISO Integration Amounts" in Section 1.1 is amended by inserting the phrase "including charges resulting from Scheduler's curtailments pursuant to Section 7.4(c)" immediately after the phrase "assessed by the CAISO to Seller in its capacity as Scheduling Coordinator for the Facility". • The definition of "Fixed Rate" in Section 1.1 is amended by decreasing the price from $64.00 per MWh to $63.00 per MWh. Page 3 of 4 • Intercreditor/Subordination Agreement — This agreement ties together the various priorities of rights/interests among the senior secured parties (DBTC and the other lenders) and Buyers (the subordinated interest holders). It is standard market practice that the Facility Lenders have a first priority lien over the Project in order to secure repayment if Seller defaults. Notwithstanding the senior lien position, during any exercise of a foreclosure remedy, the project purchase option and land option provided for in the PPA and the ROFO are to be assumed by the party that steps into the shoes of the agent. • Non-Disturbance and Attornment Agreement — This Agreement was requested by the lenders to ensure that their rights arising under the Lease between the Project Company and the land owner (an affiliate) will be kept intact by Buyers should you exercise the option to purchase the real property - in other words, you can't just purchase the real property and then terminate the lease. Otherwise the lenders, whose security in the project is limited to that held by the project company (not the landowner affiliate), could still own the project but no longer have real property rights to it. The First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority has been reviewed and approved by the City Attorney's office. VG&E staff recommends that the City Council approve and authorize its execution by the Director of Gas & Electric. Fiscal Impact The savings associated with the decrease in the fixed rate from $64 per MWh to $63 per MWh is estimated at approximately $1,627,000 over the term of the PPA for the City of Vernon. The City of Vernon will only pay for the actual energy received at the fixed rate of$63.00 per MWh, beginning in January 2017. Attachment(s) 1. First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority Page 4 of 4 FIRST AMENDMENT TO THE ASTORIA 2 SOLAR PROJECT POWER SALES AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND THE CITY OF VERNON, CALIFORNIA Dated as of November 19,2015 1 FIRST AMENDMENT TO THE ASTORIA 2 SOLAR PROJECT POWER SALES AGREEMENT This First Amendment to the Astoria 2 Solar Project Power Sales Agreement ("Amendment"), is made and entered into as of this 19th day of November, 2015, by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ("SCPPA"), a joint powers agency and a public entity organized under the laws of the State of California, and the CITY OF VERNON("Vernon"), California, a municipal corporation organized and existing under the laws of the State of California. WHEREAS, SCPPA and RE Astoria 2 LLC ("REA2") entered into that certain Power Purchase Agreement dated as of July 23, 2014 ("PPA"), pursuant to which SCPPA agreed to purchase and REA2 agreed to sell a portion of the facility output of a 75 MW solar electric generating station to be developed by REA2 in Kern County, California("the Project"); and WHEREAS, SCPPA entered into the PPA on behalf of Vernon and the Cities of Azusa, Banning and Colton (collectively "the Project Participants") pursuant to SCPPA's ongoing commitment to assist its Members in acquiring renewable resources; and WHEREAS, SCPPA and Vernon, in turn, entered into a Power Sales Agreement dated as of July 23, 2014 (the "Power Sales Agreement"), by which SCPPA agreed to sell and Vernon agreed to purchase a portion of the facility output procured by SCPPA from the Project, with the remainder going to the other Project Participants; and WHEREAS, REA2 has proposed certain changes to the PPA to accommodate requests of its tax equity investor, as reflected in that certain Consent and Agreement among SCPPA, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, City of Rancho Cucamonga, Deutsche Bank Trust Company Americas and EFS Renewables Holdings, LLC, ("Consent and Agreement"), a true and correct copy of which is attached hereto marked as Appendix E; and WHEREAS, REA2 has further proposed two other Agreements to clarify certain rights and give assurances to certain of the Facility Lenders (as that term is used and defined in the PPA) for the Project, to wit: (1) an Intercreditor and Subordination Agreement by and between Deutsche Bank Trust Company Americas, Southern California Public Power Authority, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, and City of Rancho Cucamonga ("Subordination Agreement"), a true and correct copy of which is attached hereto marked Appendix F, and (2) a Nondisturbance and Attornment Agreement by and among RE Astoria 2 Landco LLC, RE Astoria 2 LLC, Southern California Public Power Authority, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, City of Rancho Cucamonga and Deutsche Bank Trust Company Americas ("NDA"), a true and correct copy of which is attached hereto marked Appendix G; and 1 WHEREAS, it is necessary and desirable to make corresponding amendments to the Power Sales Agreement as set forth herein given that the PPA is attached to the Power Sales Agreement as Appendix C and to otherwise reflect the execution of the Consent Agreement, the Subordination Agreement and the NDA. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, it is agreed by and between SCPPA and Vernon as follows: SECTION 1: The Power Sales Agreement is hereby amended by adding thereto a copy of the Consent and Agreement as Appendix E, a copy of the Subordination Agreement as Appendix F, and a copy of the NDA as Appendix G (each attached hereto and marked accordingly). Any reference in the Power Sales Agreement to the PPA shall be deemed to refer to the PPA as so amended. SECTION 2: Except as provided in this Amendment, the Power Sales Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed on their respective behalf by their duly authorized representatives. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: FRED MASON President Attest: BILL D. CARNAHAN Assistant Secretary CITY OF VERNON, CALIFORNIA By: Title: Attest: Title: 2 PO lin consent and Agre APpENDrx E andg Autho e'nent mo City o fRanehO Casa ofLOdn SCPPA' Po and CFS Ren,Deutsche Ba °n and a, C.tJ o ater Reno abler Old ng rus�L�t Corn °renO Vailes C Pany Americas [To BE ATTAClI EDI Execution Version CONSENT AND AGREEMENT among SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, POWER AND WATER RESOURCES POOLING AUTHORITY, CITY OF LODI, CITY OF CORONA, CITY OF MORENO VALLEY AND CITY OF RANCHO CUCAMONGA (collectively, the Contracting Parties) and RE ASTORIA 2 LLC, a Delaware limited liability company (Project Company) DEUTSCHE BANK TRUST COMPANY AMERICAS (Collateral Agent) and EFS RENEWABLES HOLDINGS, LLC (Class A Member) Dated as of , 2015 OHSUSA:76 1 23 8 376.32 APPENDIX E CONSENT AND AGREEMENT (Astoria 2 PPA) This CONSENT AND AGREEMENT (this "Consent"), dated as of , 2015, is entered into by and among SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ("SCPPA"), THE POWER AND WATER RESOURCES POOLING AUTHORITY, CITY OF LODI, CITY OF CORONA, CITY OF MORENO VALLEY and CITY OF RANCHO CUCAMONGA (together with each of their successors and permitted assigns, collectively, the "Contracting Parties" and each, a "Contracting Party"), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as collateral agent for the Secured Parties referred to below (together with its successors, designees and assigns in such capacity, "Collateral Agent"), EFS RENEWABLES HOLDINGS, LLC (together with its successors and any permitted assigns of its interest in Astoria Holdings or the Project Company, as applicable, referred to in Recitals F and G below, the "Class A Member") and RE ASTORIA 2 LLC, a Delaware limited liability company (the "Project Company"). In accordance with the terms and conditions set forth in a separate agreement among the Buyers to the Contract (as defined below), SCPPA may act in its capacity as"Buyers' Agent"hereunder. RECITALS A. WHEREAS, the Project Company intends to develop, construct, install, test, own, operate and maintain an approximately 75 MWAC solar photovoltaic generating facility located in Kern County, California, commonly known as the Astoria 2 Solar Project(the"I'rkj cl"). B. WHEREAS, in order to partially finance the development, construction, installation, testing, operation and use of the Project, the Project Company has entered into that certain Credit Agreement, dated as of , 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time,the"Credit Agreement"), by and among the Project Company, Deutsche Bank Trust Company Americas, in its capacity as administrative agent to the lenders (in such capacity, the "Administrative Agent"), the Collateral Agent, the lenders and issuing banks party thereto from time to time and the other parties named therein, pursuant to which, among other things, the lenders and issuing banks have extended commitments to make loans and other financial accommodations to, and for the benefit of,the Project Company. C. WHEREAS, each Contracting Party and the Project Company have entered into that certain Power Purchase Agreement, dated as of July 23, 2014 (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof,the "Contract"). D. WHEREAS, pursuant to that certain Security and Pledge Agreement with Collateral Agent, dated as of , 2015, the Project Company has agreed, among other things, to assign, as collateral security for the Project Company's obligations under the Credit Agreement and other documents related to the Credit Agreement and any other documents entered into from time to time to evidence senior secured pari passu indebtedness of the Project Company (collectively, the "Credit Documents"), all of the Project Company's right, title and interest in, to and under (but not its obligations, liabilities or duties with respect to) the Contract to Collateral Agent for the benefit of itself, the lenders, issuing banks and each other OHSUSA:761238376.32 APPENDIX E entity or person that is provided collateral security under the Credit Documents (the "Secured Parties"). E. WHEREAS, the Credit Documents require that RE Astoria 2 Holdings LLC ("Astoria Holdings"), the direct owner of the Project Company, make certain capital contributions to the Project Company (the "Construction Capital Contributions") to fund a portion of the costs of the development, construction, installation and testing of the Project. F. WHEREAS, RE Pioneer Holdings LLC ("Pioneer Holdings"), the direct owner of Astoria Holdings, has agreed to cause Astoria Holdings to issue all of the Class A Membership Interests in Astoria Holdings to the Class A Member, which, together with Pioneer Holdings, the owner of all of the Class B Membership Interests in Astoria Holdings, will fund the Construction Capital Contributions to be made by Astoria Holdings to the Project Company. Pioneer Holdings will retain management control of Astoria Holdings, and indirectly, the Project Company, following such issuance, subject to the Class A Member's right to approve major decisions with respect to Astoria Holdings and the Project Company, as provided for in the transaction documents between Pioneer Holdings and the Class A Member (the "Tax Equity Documents"), and Pioneer Holdings has delivered an officer's certificate to the Contracting Parties with respect to such transactions contemplated by the Tax Equity Documents. G. WHEREAS, commencing on the first anniversary of the first funding date and ending on the first anniversary of the final funding date under the Tax Equity Documents,the Class A Member has the option to cause Astoria Holdings to merge with and into the Project Company with the Project Company being the surviving entity and the Class A and B Membership Interests in Astoria Holdings will be converted into Class A and B Membership Interests in the Project Company, in each case with all of the same rights, obligations and privileges as immediately prior to such merger (the "Merger"). Such Merger shall not affect in any way Pioneer Holdings' management control of the Project Company or any of the rights or obligations of the Project Company hereunder or under the Power Purchase Agreement. H. WHEREAS, the Project Company is obtaining this Consent pursuant to Sections 13.3 and 14.7 of the Contract. AGREEMENT NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything in the Contract to the contrary, as follows: SECTION 1. CONSENT TO ASSIGNMENT (a) Each Contracting Party acknowledges the assignment referred to in Recital D above, consents to such assignment and agrees with Collateral Agent for the benefit of the Secured Parties as follows: (i) After delivery by Collateral Agent to the Project Company and each Contracting Party of notice that an Event of Default (as defined in the Credit Agreement) 2 OHSUSA:761238376.32 APPENDIX E has occurred and is continuing, Collateral Agent shall be entitled (but not obligated) to exercise all or any portion of the rights and to take any or all actions of the Project Company under the Contract in accordance with the terms and conditions set forth therein. Upon receipt of notice from Collateral Agent that it intends to exercise such rights and remedies, each Contracting Party agrees to accept such exercise and cure by Collateral Agent so long as timely made by Collateral Agent under the Contract and this Consent. Any such cure or attempt to cure by Collateral Agent shall not be construed as an assumption by Collateral Agent, the Secured Parties, or any of their respective assignee(s) or designee(s) of any covenants, agreements or obligations of the Project Company under or in respect of the Contract. (ii) The Contracting Parties will not without the prior written consent of Collateral Agent, cancel or terminate the Contract, or suspend performance of their services thereunder or consent to or accept any cancellation, termination or suspension thereof by the Project Company, except as provided in the Contract and in accordance with Section 1(a)(iii) hereof. SCPPA, acting as Buyers' Agent, shall deliver duplicates or copies of all notices of Default (as defined below) to Collateral Agent simultaneously with delivery thereof to the Project Company. Failure by SCPPA, acting as Buyers' Agent, to deliver any such notice shall not create a cause or claim against SCPPA, acting as Buyers' Agent, or any other Contracting Party on the part of Collateral Agent, the Administrative Agent or any Secured Party. (iii) The Contracting Parties will not terminate the Contract or suspend performance of their services thereunder on account of any default or breach of the Project Company thereunder, or upon the occurrence or non-occurrence of any event or condition under the Contract which would immediately or with the passage of any applicable grace period or the giving of notice, or both, entitle the Contracting Parties to terminate or suspend performance thereunder (such default, breach, event or condition, a "Default"), without written notice to Collateral Agent (which notice may be provided concurrently to the Collateral Agent and the Project Company) of such termination or suspension and first providing to Collateral Agent (A)ten (10) business days to cure such Default from the later of(x) the date notice of Default is delivered to Collateral Agent and (y) the expiration of the Project Company's cure period set forth in the Contract, if such Default is the failure to pay amounts to the Contracting Parties which are due and payable by the Project Company under the Contract, or (B) a reasonable opportunity to cure such Default, but not more than sixty (60) days from the later of(x) the date notice of Default is delivered to Collateral Agent and (y) the expiration of the Project Company's cure period set forth in the Contract, if the Default cannot be cured by the payment of money to the Contracting Parties so long as all other obligations under such Contract are performed by the Project Company or the Collateral Agent. If possession of the Project is necessary to cure such Default, and Collateral Agent declares the Project Company in default under the Credit Agreement and commences foreclosure proceedings, Collateral Agent will be allowed a reasonable period, but not more than one hundred eighty (180) days, to complete such proceedings before the Contracting Parties terminate the Contract or suspend performance under the Contract. If Collateral Agent is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Default or from commencing or prosecuting foreclosure proceedings, the foregoing time 3 OHSUSA:76 1 23 8 376.32 APPENDIX E periods shall be extended by the period of such prohibition, but not more than one hundred eighty(180)days from the date of such court order or proceeding. (iv) In the event Collateral Agent, the Secured Parties or their designee(s) or assignee(s) or a purchaser or grantee at a foreclosure and sale or by a conveyance in lieu of foreclosure take possession of or title to the Facility or any of the Facility assets, and so long as no Default exists under the Contract (it being acknowledged and agreed that if Contracting Party irrevocably waives any Default of the Project Company under the Contract, no such Default shall be deemed to exist), then Collateral Agent, the Secured Parties or their designee(s) or assignee(s) or other purchaser or grantee shall assume the obligations of the Project Company (or Collateral Agent or the Secured Parties or their designee(s) or assignee(s)) under the Contract that arise from and after the date of such assumption and the Option Agreement and the Land Option Agreement (as such terms are defined below) shall remain in full force and effect. (v) Subject to the restrictions set forth in the Contract, as may be modified herein, the Contracting Parties consent to the transfer of the Project Company's interest under the Contract to the Secured Parties or Collateral Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the Contracting Parties shall recognize the Secured Parties or Collateral Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract, provided that such Secured Parties or Collateral Agent or their designee(s) or assignee(s) or other purchaser or grantee (A) assume in writing the obligations of the Project Company under the Contract arising or accruing from and after the date of such assumption, it being understood, however, that such assumption shall not operate as a waiver of the Defaults existing under the Contract prior to the date of such assumption and (B) assume the Contract subject to Contracting Parties' rights thereunder, including, among others, its right to purchase the Project in accordance with that certain Option Agreement to be entered into by and among the parties thereto) (the "Option Agreement"), and its right to purchase certain real property associated with the Project in accordance with that Land Option Agreement to be entered into by and among the parties thereto (the "Land Option Agreement"). Notwithstanding any assumption in accordance with this Section 1 aZ(iv , the Project Company shall not be released or discharged from and shall remain liable for any and all of its obligations to Contracting Party arising or accruing under the Contract prior to such assumption. (vi) In the event that the Contract is rejected by a trustee or debtor-in- possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a Default which could have been but was not cured by Collateral Agent as provided in Section 1(a)(iii) above, and if, within sixty(60) days after such rejection or termination, Collateral Agent or its successors or assigns shall so request, Contracting Party will execute and deliver to Collateral Agent a new contract, which contract shall be on the same terms and conditions as the original Contract, including the remaining term of the original Contract before giving effect to such 4 OHSUSA:761238376.32 APPENDIX E termination. References in this Consent to the"Contract" shall be deemed also to refer to such new contract. (vii) In the event Collateral Agent, the Secured Parties, any designee or assignee of the foregoing or any purchaser or grantee thereof elects to succeed to the Project Company's interests under the Contract as provided in Sections 1(a)iv) or I , �-i)or to enter into a new contract as provided in Section 1(a)(v) above, such person shall, subject to the terms of this Consent, assume the obligations of the Project Company under the Contract to the extent provided herein and in Section 14.7(e) of the Contract, and the sole recourse of the Contracting Parties in seeking the enforcement of such obligations shall be to such Collateral Agent's, Secured Parties', designee's or assignee's interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any liability with respect thereto). (viii) In the event Collateral Agent, the Secured Parties or their designee(s) or assignee(s) succeed to the Project Company's interest under the Contract, Collateral Agent, the Secured Parties or their designee(s) or assignee(s) shall cure any then-existing Defaults under the Contract, except any Defaults which by their nature are not capable of being cured (including, without limitation, defaults which relate to bankruptcy of the Project Company or other defaults that relate to the status or condition of the Project Company at the time of the Default because they are personal to the Project Company). Collateral Agent, the Secured Parties and their designee(s) or assignee(s) shall have the right to assign their interest in the Contract or the new contract entered into pursuant to Section 1(a)(v) above to a person or entity to whom the Project Company's interest in the Project is transferred, provided such transferee assumes the obligations of the Project Company (or Collateral Agent or the Secured Parties or their designee(s) or assignee(s)) under the Contract and is a Qualified Transferee. Upon such assignment, Collateral Agent and the Secured Parties and their designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder to the extent of the interest assigned. (ix) This Consent shall not be deemed to waive or modify in any respect any of the rights of any Contracting Party under the Contract against the Project Company or to relieve Project Company from the observance and performance of any and all covenants and conditions of the Project Company except as otherwise expressly provided herein. (b) Each Contracting Party (i) acknowledges that the Class A Member has agreed to acquire all of the Class A Membership Interests as referred to in Recitals F and G above, and may from time to time thereafter transfer or assign all or part of its Class A Membership Interest to another Tax Equity Investor, (ii) agrees that each such issuance and any such subsequent transfer or assignment constitutes a Tax Equity Transaction under and as defined in the Contract, and (iii)acknowledges that Pioneer Holdings may be removed from its role as managing member of Astoria Holdings or the Project Company, as applicable, for cause, as defined in and pursuant to the documents associated with any Tax Equity Transaction, in which case the Class A Member shall appoint a replacement managing member that itself has retained a Qualified Operator for the Facility (or has agreed not to interfere with the existing Qualified Operator for the Facility). Each Contracting Party (x) acknowledges the Merger referred to in Recital G 5 OHSUSA:76 1 2 3 8 376.32 APPENDIX E above, (y) consents to the Merger and(z)agrees that the Merger will not be deemed a default(and no Default shall be deemed to have occurred as a result thereof)under the Contract. (c) SCPPA, acting as Buyers' Agent, shall deliver duplicates or copies of all notices of Default (as defined above) to Class A Member simultaneously with delivery thereof to the Project Company and the Collateral Agent. Failure by SCPPA, acting as Buyers' Agent, to deliver any such notice shall not create a cause or claim against SCPPA, acting as Buyers' Agent, or any Contracting Party on the part of Class A Member. SECTION 2. CONTRACT STIPULATIONS AND ACKNOWLEDGMENTS Notwithstanding any provision contained in the Contract to the contrary, effective as of the date hereof, Project Company and each Contracting Party acknowledges and agrees to the following(unless otherwise defined in this Consent, capitalized terms used in this Section 2 shall have the meanings given to such terms in the Contract, as amended and modified pursuant to this Consent): (a) The foreclosure by a Secured Party (including the Collateral Agent) of the membership interests in Seller or by a Facility Lender in any equity interests pledged by an Affiliate of Seller shall not constitute a direct or indirect change of control (including a"Change of Control") of Seller. (b) In addition to the Project Company, Pioneer Holdings may be an issuer of Facility Debt. Facility Debt shall also include (x) all amounts required to be received by the lenders under that certain Back-Leverage Credit Agreement, dated as of , 2015 (as amended, amended and restated, supplemented, modified or replaced from time to time, including any refinancing by an affiliate of Pioneer Holdings, which will be a wholly owned subsidiary of Recurrent Energy, LLC, the `BL Credit Agreement"), by and among Pioneer Holdings, Deutsche Bank Trust Company Americas, in its capacity as administrative agent to the lenders and collateral agent to the secured parties, the lenders and issuing banks party thereto from time to time and the other parties named therein, to cause the Discharge Date to occur under(and as defined in) the BL Credit Agreement (including any and all amounts that need to be distributed to Pioneer Holdings pursuant to the terms of the Amended and Restated Astoria Holdings LLCA or the Amended and Restated Project Company LLCA (each, as defined in the BL Credit Agreement), as applicable)to cause the Discharge Date to occur, and (y) the aggregate amount of the payments the Class A Member is entitled to receive under the Amended and Restated Astoria Holdings LLCA or the Amended and Restated Project Company LI,CA, as applicable, as each may be amended or amended and restated from time to time; provided that the total amount of Facility Debt shall not be deemed to exceed the sum of (A) the amount set forth in Exhibit B and (B) payment obligations in connection with swap or interest rate hedging breakage costs related to the BL Credit Agreement. (c) In addition to the pledge permitted to Section 14.7(d)of the Contract,the Seller shall also pledge its assets pursuant to the Security Documents. (d) The Effective Date of the Contract occurred as of July 23, 2014. 6 OHSUSA:761238376.32 APPENDIX E (e) First Solar Electric(California), Inc. is a Qualified Operator for so long as it remains a wholly owned subsidiary of First Solar, Inc., and Team-Solar Inc. is a Qualified Operator for so long as it remains a wholly owned subsidiary of SunEdison. (f) "Curtailment Periods" under Section 7.4(a) of the Contract are periods of time during which, for the reasons set forth in the definition of such term, Seller is prevented from delivering Facility Energy to the Point of Delivery or a Buyer is prevented from receiving Facility Energy at the Point of Delivery. (g) Notwithstanding the failure of Seller to deliver a Quality Assurance manual (a Manual")to Buyer's Agent within ninety(90)days of the Effective Date pursuant to Appendix G of the Contract, Seller is not and will not be deemed in default(and no Default shall be deemed to have occurred) under the Contract; provided, that Seller hereby agrees to submit to Buyer's Agent three (3) copies of the Q/A Manual within thirty days after the effective date of this Consent pursuant to and otherwise in accordance with the terms of Appendix G of the Contract. (h) Applicable Contract Capacity is measured by the sum of the inverter nameplate capacity of the Facility at the Point of Delivery, taking into account the reactive power obligations of the Facility. The Facility is intended to have 20 inverters with a total Applicable Contract Capacity prior to January 1, 2022 of 65 MW, and from and after January 1, 2022 of 75 MW (meaning that such inverters will have a 75MW rating). For the avoidance of doubt, the foregoing shall not limit Seller's obligation to deliver the Products associated with Test Energy, Facility Energy and Excess Energy to Buyer in accordance with the Contract. (i) As used in Sections 6.5(a)(i), 6.5(a)(ii) and 6.5(a)(iii) of the Contract, and without limiting Seller's obligation to deliver Energy at the Applicable Contract Capacity in accordance with the Contract, the term "Facility Energy" means "total Energy generated by the Facility, less station load and transmission losses to the Point of Delivery, as measured by CAISO-approved Electric Metering Devices." 0) The automatic termination provision in Section 13.4(b) of the Contract, which references Section 12.4(f), is limited to circumstances in which Seller voluntarily terminates any of the Site Control Documents without requirement to do so from any Governmental Authority or without the consent of SCPPA, acting as Buyers' Agent, such consent not to be unreasonably withheld. (k) A Secured Party (including the Collateral Agent) shall not be required to be a Qualified Transferee in connection with such Secured Party becoming party to the Contract. Any transferee of a Secured Party (including the Collateral Agent) and any transferee pursuant to a foreclosure sale, a deed in lieu of foreclosure or otherwise shall be deemed a"Qualified Transferee" under the Contract so long as such transferee (A) (i) has financial qualifications at least equivalent to the financial qualifications of Seller as of the Effective Date, and (ii) retains, or causes Seller to retain, a Qualified Operator to operate the Facility (or otherwise agrees not to interfere with the existing Qualified Operator for the Facility), or (B) is reasonably acceptable to SCPPA, acting as Buyers' Agent. 7 OHSUSA:761238376.32 APPENDIX E (1) If the Contracting Parties elect to exercise the Project Purchase Option pursuant to Section 2.2(d) of the Option Agreement and a "Closing" occurs thereunder, the Contracting Parties shall not claim a Termination Payment as being due as a result of the termination of the Contract. (m) In connection with the exercise of the Project Purchase Option pursuant to Section 2.2(d) of the Option Agreement, the term "Facility Assets" includes, in respect of any shared interconnection facilities or other fixtures or equipment required for the transmission of Energy to the Point of Delivery (including, without limitation, any applicable portion of the poles, support structures and the underlying real property rights co-owned with Golden Fields Solar 11I, LLC (as successor in interest to Willow Springs Solar, LLC), RE Astoria LLC, RE Garland LLC, RE Garland A, LLC, and RE Garland 2 LLC under the SFA (as defined below)), and is deemed limited to, the rights, title and interest of the Project Company under and pursuant to (i) the Shared Facilities Ownership and Operating Agreement, dated as of September 8, 2015, among the Project Company, RE Astoria LLC, RE Garland LLC, RE Garland A LLC and RE Garland 2 LLC, (ii) the LGIA Co-Tenancy Agreement dated as of July 9, 2015, by and between Project Company and RE Astoria LLC (the "LGIA Co-Tenancy Agreement"), and (iii) the SFA (as defined below). The Contracting Parties acknowledge that the Project Company does not have in its name (i)possession of or exclusive right to control any such shared interconnection facilities or other fixtures or equipment or (ii) permits to install, operate and maintain such shared interconnection facilities or other fixtures or equipment, but has the contractual right to use such shared interconnection facilities and permits pursuant to these documents. (n) The LGIA Co-Tenancy Agreement is not an Additional Site Control Document, as defined in Section 1.1 of the Contract and listed on Appendix R of the Contract, including the"Co- Tenancy Agreement(for shared switchyard& gen-tie), by and among RE Astoria LLC, RE Astoria 2 LLC and r]". (o) In connection with the exercise of the Project Purchase Option pursuant to Section 2.2(d) of the Option Agreement, that certain Shared Facilities Common Ownership Agreement between Willow Springs Solar, LLC and RE Astoria LLC, dated November 25, 2014,as assigned to Golden Fields Solar I11, LLC and RE Astoria LLC pursuant to that certain Assignment and Assumption Agreement (Shared Facilities Common Ownership Agreement, dated September 28, 2015, and recorded September 29, 2015 as Instrument No. 000215135721 (the"SFA"), shall be included as an Assumed Contract to the extent of the Project Company's right, title and interest thereto and obligations thereunder, and pursuant to Sections 3.3(a), 9.1(c), and 9.1(d) of the SFA, the Exercising Buyers will be required to, and shall in accordance with the terms thereof, provide a guaranty of the relevant share of the Interconnection Manager's payment and performance obligations under the SFA. (p) Any non-participating member of SCPPA shall be deemed a Qualified Buyer Assignee if such Person is rated (a)"Baa3"or higher by Moody's and"BBB='or higher by S&P, if such Person is rated by both Moody's and S&P, or(b) `Baa3"or higher by Moody's or"BBB-"or higher by S&P if such person is rated by either S&P or Moody's or (c) equivalent ratings by any other credit rating agency of recognized national standing. 8 OHSUSA:76 1 2 3 8 376.32 APPENDIX E (q) (i) Any inchoate Lien arising by operation of Law and(ii) any suppliers', vendors', mechanics', workman's, repairman's, employees', warehousemen's or other like Liens arising in the ordinary course of business for work or service performed or materials furnished in connection with the initial construction of the Facility in each case with respect to (i) and (ii) for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings, irrespective of the amount of such Lien, shall be a Permitted Encumbrance. For the avoidance of doubt, notwithstanding anything herein to the contrary, any recorded or perfected Lien (other than Liens imposed by the Facility Lender and any Lien which is the subject of the preceding item (ii)) shall not be a Permitted Encumbrance. (r) Each of KeyBank National Association and Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland", New York Branch is a Qualified Issuer and the form of letter of credit attached hereto as Exhibit A is an acceptable form of Project Development Security and Delivery Term Security,as the case may be. (s) The definition of "Generator Interconnection Agreement" in Section 1.1 of the Contract shall be amended by adding "RE Astoria I,I,C, " immediately prior to "Southern California Edison,"therein. (t) The Generator Interconnection Agreement is by and among the Project Company, Southern California Edison, CAISO and RE Astoria LLC. The shared rights between the Project Company and RE Astoria LLC to interconnection service under the Generator Interconnection Agreement are addressed in a co-tenancy agreement between the Project Company and RE Astoria LLC. (u) The third recital in the Land Option Agreement shall be amended by replacing"840" with"793.035". (v) The definition of"Property" in the Land Lease shall be amended by replacing "840" with"793.035". (w) Section 7.4(d) of the Contract shall be amended by inserting the phrase "(or other Seller Excused Hours)" in each instance after the phrases "but for a curtailment event arising under Section 7.4", "applicable to the curtailment event" and "during the curtailment event" therein. (x) The definition of "CAISO Integration Amounts" in Section 1.1 of the Contract shall be amended by inserting the phrase "including charges resulting from Scheduler's curtailments pursuant to Section 7.4(c)" immediately after the phrase "assessed by the CAISO to Seller in its capacity as Scheduling Coordinator for the Facility"therein. (y) A holder of Facility Debt or a designee or representative thereof will have the right, within forty-five(45)days after the later of(x)delivery to the Project Company of the calculation of the Termination Payment by a Contracting Party pursuant to Section 13.4(e) of the Contract following the Contracting Parties' election not to purchase the Project, and (y) if there is a dispute among the Parties to the Contract as to the existence of an Early Termination Date or calculation of the Termination Payment, the resolution of such dispute by final judgment of a court of competent jurisdiction or by agreement of the Parties to the Contract, to purchase (or designate one of its 9 OHSUSA:761238376.32 APPENDIX E affiliates to purchase) from the Contracting Parties all of the Contracting Parties' right, title and interest in the Contract and to assume the Contracting Parties' obligations thereunder for a price equal to the Termination Payment. Upon the purchase and payment in full of the Termination Payment, each Contracting Party agrees to release or transfer to the purchaser all of the Liens granted in its favor under the Security Documents, and agrees that the Project Purchase Option and the Land Option Agreement shall be immediately irrevocably terminated. (z) The definition of"Fixed Rate" in Section 1.1 of the Contract shall be amended by deleting "Sixty Four Dollars($64.00)"and replacing it with"Sixty Three Dollars($63.00). (aa) Notwithstanding Sections 12.4(c) and (d) of the Contract, the failure to deliver and record the items listed in Items 7 through 10 of Appendix I of the Contract by September 30, 2015 and to achieve the closing of the Project Financing by September 30, 2015, the Contracting Parties hereby acknowledge there is no Seller Default or liquidated damages payable thereunder. SECTION 3. ARRANGEMENTS REGARDING PAYMENTS All payments to be made by the Contracting Parties to the Project Company under the Contract and the Option Agreement from and after the date hereof and until the date that the Secured Parties' lien in the Contract or the Option Agreement, as applicable, is released pursuant to the terms of the Credit Documents shall be made in lawful money of the United States, directly to Deutsche Bank Trust Company Americas, in its capacity as the depositary bank, for the benefit of Collateral Agent, acting for the benefit of the Secured Parties, for deposit to ABA # GLA # Account No. ( ) or at such other person or entity and/or at such other address as Collateral Agent may from time to time specify in writing to SCPPA, acting as Buyers' Agent. From and after the date hereof and until the date that the Secured Parties' lien in the Contract or the Option Agreement, as applicable, is released pursuant to the terms of the Credit Documents and notice thereof is provided to SCPPA, acting as Buyers' Agent, the Contracting Parties shall not, without the prior written consent of Collateral Agent, make any payments to or for the benefit of the Project Company other than as contemplated pursuant to the first sentence of this Section 3. SECTION 4. REPRESENTATIONS AND WARRANTIES (a) Each Contracting Party hereby represents and warrants as of the date of this Consent that: (i) such Contracting Party (A) is (1) with respect to Southern California Public Power Authority and Power and Water Resources Pooling Authority, a validly existing California joint powers authority, and (2) with respect to the City of Corona, City of Lodi, City of Moreno Valley and City of Rancho Cucamonga, a validly existing California municipal corporation, (B) has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into the Contract and this Consent, and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to the Contract and this Consent; (ii) the execution, delivery and performance by such Contracting Party of this Consent and the Contract have been duly authorized by all necessary action on the part of such Contracting Party and do not require any approvals, filings with, or consents of any entity or person which have not previously been obtained or made; (iii) each of this Consent and the 10 OHSUSA:761238376.32 APPENDIX E Contract is in full force and effect, has been duly executed and delivered on behalf of such Contracting Party by the appropriate persons of such Contracting Party, and constitutes the legal, valid and binding obligation of such Contracting Party, enforceable against such Contracting Party in accordance with its terms, except as the enforceability thereof may be limited by (Y) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (7) general equitable principles (whether considered in a proceeding in equity or at law); (iv) to the best of each Contracting Party's knowledge after due inquiry, there exists no Default or event that with the giving of notice or passage of time would become a Default under the Contract, (v) the Contract has not been terminated by such Contracting Party and such Contracting Party has not caused SCPPA, acting as Buyers' Agent, to issue a default notice under the Contract; (vi)to the best of such Contracting Party's knowledge, no event of Force Majeure exists under, and as defined in, the Contract; (vii) except as otherwise provided herein, the Contract has not been amended, supplemented or modified (whether by waiver, consent or otherwise); (viii) the execution, delivery and performance by such Contracting Party of this Consent and the Contract do not (A) conflict with the governance documents of such Contracting Party, (B) result in any breach of, default under or the imposition of any lien upon any of the property or assets of such Contracting Party pursuant to any indenture, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it or any of its properties or assets is bound or (C) contravene any applicable federal or state laws or order, writ, injunction, decree or arbitral award binding upon such Contracting Party or its properties or assets; (x) such Contracting Party has obtained and is in material compliance with each governmental approval which is necessary to authorize or is required in connection with the execution, delivery or performance of this Consent and the Contract, each of which is in full force and effect; and (xi) there is no action, suit, proceeding or investigation at law or in equity or by or before any court, arbitrator, administrative agency or governmental authority pending or, to the best of such Contracting Parry's knowledge, threatened against or affecting such Contracting Party or any of its respective properties which questions the legality, validity, binding effect or enforceability of this Consent or the Contract or which individually or in the aggregate, would, if adversely determined, materially adversely affect such Contracting Party's ability to enter into and carry out its obligations under this Consent or the Contract. (b) The Project Company acknowledges that no Contracting Party has made any, and does not hereby make any, representation or warranty, expressed or implied, that the Project Company has any right, title or interest in the collateral secured by the Credit Documents (the "Collateral"). (c) The Project Company represents and warrants to the Contracting Parties that: (i) it (A) is a duly organized and validly existing under the laws of the State of Delaware, (B) is duly qualified, authorized to do business and in good standing in every jurisdiction necessary to perform its obligations under the Contract and this Consent, as applicable, and (C) has all requisite power and authority to enter into and to perform its obligations hereunder and under this Consent and the Contract, as applicable, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (ii) the execution, delivery and performance by such party of this Consent and the Contract have been duly authorized by all necessary limited liability company or other action on the part of such party and do not require any approvals, filings with, or consents of any entity or person which have not previously been obtained or made; (iii) each of this Consent and the Contract, as applicable, is in full force and 11 OHSUSA:761238376.32 APPENDIX E effect, has been duly executed and delivered on behalf of such party by the appropriate officers of such party, and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (B) general equitable principles (whether considered in a proceeding in equity or at law); (iv) the execution and delivery of this Consent, and the assignment contemplated hereby and the fulfillment of and compliance with the provisions of this Consent, do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions of provisions of the Credit Agreement; and (v) to the best of the Project Company's knowledge after due inquiry, there exists no Default or event that with the giving of notice or passage of time would become a Default under the Contract. (d) Deutsche Bank Trust Company Americas represents and warrants to the Contracting Parties that it has all requisite corporate power and authority, as the Collateral Agent to the extent expressly provided for herein or the Credit Agreement, to execute and deliver this Consent and this Consent has been duly authorized and executed by Deutsche Bank Trust Company Americas in such capacity. (e) The Class A Member represents and warrants to the Contracting Parties that it has all requisite power and authority to execute and deliver this Consent and this Consent has been duly authorized and executed by the Class A Member. SECTION 5. NOTICES All notices required or permitted hereunder shall be in writing and shall be effective upon receipt if sent by (a) hand delivery, (b) facsimile, (c) by electronic mail in ".PDF" format or (d) by private courier or delivery service with charges prepaid, and addressed as specified below: If to a Contracting Party, at SCPPA's address, acting as Buyers' Agent, below: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attention: Executive Director Facsimile: (626) 704-9461 Tel: (626) 793-9364 Email: bcarnahan@scppa.org, shomer@scppa.org, knguyen@scppa.org 12 OHSUSA.761238376.32 APPENDIX E If to Collateral Agent: Deutsche Bank Trust Company Americas Trust and Agency Services 60 Wall Street, 16th Floor Mail Stop: NYC60 - 1630 New York, NY 10005 Attn: Project Finance Agency Services—Astoria Solar Project Fax: 732-578-4636 If to the Class A Member: EFS Renewables Holdings, LLC 800 Long Ridge Road Stamford, CT 06927 Tel: Fax: (203) 585-0758 Attn: Portfolio Manager-Astoria 2 Solar Project with a copy to: EFS Renewables Holdings, LLC 800 Long Ridge Road Stamford, CT 06927 Tel: (203) 961-2125 Fax: (203) 357-6632 Attn: General Counsel—Astoria 2 Solar Project If to the Project Company: RE Astoria 2 LLC c/o Recurrent Energy, LLC 300 California Street, 7th Floor San Francisco, CA 94104 Tel: 415-675-1500 Fax: 415-675-1501 Attn: Office of the General Counsel Any party may change the address or number to which notices to such party are to be delivered by providing notice of such change to each other party in the manner set forth above. For purposes of this Section 5, "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Los Angeles County, California, or New York City are authorized or required by law to close. 13 OHSUSA:761238376.32 APPENDIX E SECTION 6. ASSIGNMENT, TERMINATION,AMENDMENT AND GOVERNING LAW This Consent shall be binding upon and benefit the successors and assigns of the parties hereto and their respective successors, transferees and permitted assigns (including without limitation, any entity that refinances all or any portion of the obligations under the Credit Agreement). Each Contracting Party agrees to (a) confirm such continuing obligation in writing upon the reasonable request of the Project Company, Collateral Agent, the Secured Parties, the Class A Member or any of their respective successors, transferees or assigns, (b) on or prior to the initial funding date and the final funding date of the Class A Member pursuant to a Tax Equity Transaction, deliver an estoppel to the Class A Member representing that the matters set forth in Section 4 above remain true and correct as of such date and (c) cause any successor-in- interest to a Contracting Party with respect to its interest in the Contract to assume, in writing in form and substance reasonably satisfactory to Collateral Agent and the Class A Member, the obligations of such Contracting Party hereunder. Any purported assignment or transfer of the Contract not in conjunction with the written instrument of assumption contemplated by the foregoing clause (c) shall be null and void. No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by all of the parties hereto. In the event of any conflict or inconsistency between the provisions of this Consent and the Contract, the provisions of this Consent shall prevail, and the Contract shall be deemed to be amended accordingly. This Consent shall terminate upon the repayment in full of all Facility Debt; provided that, notwithstanding the foregoing Sections jcbj, 2, 4, 6, and 7 shall survive in favor of the Class A Member until termination of the Contract. This Consent shall be governed by the laws of the State of California. Collateral Agent, Project Company and each Contracting Party hereby submits to the exclusive jurisdiction of the federal and state court sitting in Los Angeles County, California for the purposes of all legal proceedings arising out of or relating to this Consent or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. To the extent permitted by applicable law, each party hereto irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to such party at the address referenced in Section 5, such service to be effective upon the date indicated on the postal receipt returned from such party. SECTION 7. MISCELLANEOUS (a) Counterparts. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement. Signatures delivered by facsimile or by PDF shall have the same effect as original signatures. (b) Third Party Beneficiaries. There are no third party beneficiaries to this Consent other than the Secured Parties. 14 OHSUSA:761238376.32 APPENDIX E (c) Severability. In case any provision of this Consent, or the obligations of any of the parties hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or the obligations of the other parties hereto, shall not in any way be affected or impaired thereby, and the parties hereto shall negotiate in good faith to replace such invalid, illegal or unenforceable provisions. SECTION 8. COLLATERAL AGENT Any corporation or association into which Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which Collateral Agent shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of Collateral Agent may be sold or otherwise transferred shall be the successor Collateral Agent hereunder without any further act. In the performance of its obligations hereunder, Collateral Agent shall be entitled to all of the rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Credit Documents (including to the extent such rights are to be exercised at the direction of the relevant Secured Parties in accordance therewith). SECTION 9. ACKNOWLEDGMENTS BY PROJECT COMPANY. Project Company, by its execution hereof, acknowledges and agrees that notwithstanding any term to the contrary in the Contract, the Contracting Parties have agreed to perform as set forth herein and that none of execution of this Consent, performance by any Contracting Party of its obligations hereunder, the exercise of any rights of a Contracting Party hereunder, or the acceptance of performance of the Contract by any party other than Project Company shall (i) release Project Company from any obligation of Project Company under the Contract, (ii) constitute a consent by Contracting Party of, or impute any knowledge to, Contracting Party of any specific terms or conditions of the Credit Agreement, the BL Credit Agreement or any of the Credit Documents, or(iii)except as expressly set forth in this Consent, constitute a waiver by the Contracting Party of any of its rights under the Contract. Project Company acknowledges for the benefit of each Contracting Party that, except as expressly set forth in this Consent, none of the Credit Documents, the BL Credit Agreement, or any other document executed in connection therewith alter, amend, modify or impair any provision of the Contract. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 15 OHSUSA:761238376.32 APPENDIX E IN WITNESS WHEREOF, the parties hereto by their officers thereunto duly authorized, have duly executed this Consent as of the date first set forth above. CONTRACTING PARTIES: SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: Its: Date: POWER AND WATER RESOURCES POOLING AUTHORITY By: Its: Date: Attest: CITY OF LODI By: Its: Date: Attest: CITY OF CORONA By: Its: Date: Attest: Consent and Agreement Signature Page OHSUSA:761238376.32 APPENDIX E CITY OF MORENO VALLEY By: Its: Date: Attest: CITY OF RANCHO CUCAMONGA By: Its: Date: Attest: RE ASTORIA 2 LLC, as Project Company By: Name Title: Consent and Agreement Signature Page OHSUSA:761238376.32 APPENDIX E DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties By: Deutsche Bank National Trust Company By: Name: Title: By: Name: Title: EFS RENEWABLES HOLDINGS, LLC, as Class A Member By: Name: Title: Consent and Agreement Signature Page OHSUSA:761238376.32 APPENDIX E Orrick Draft October 30, 2015 EXHIBIT A FORM OF LETTER OF CREDIT IRREVOCABLE, UNCONDITIONAL, AND CLEAN STANDBY LETTER OF CREDIT NO. Applicant: [ 1 Beneficiary: [INSERT] Amount: Expiration Date: Expiration Place: Ladies and Gentlemen: We hereby issue our Irrevocable, Unconditional and Clean Standby Letter of Credit in favor of the beneficiary by order and for the account of the applicant which is available at sight for USD $XX,XXX,XXX by sight payment upon presentation to us at our office at [bank's address]' of- (i) your written demand for payment containing the text of Exhibit I, (ii) your signed statement containing the text of Exhibit 11 and, (iii) the original of this Letter of Credit and all amendments (or photocopy of the original for partial drawings) (the "Documents"). Drawings may be presented via fax to_. In the case of a full or final drawing, the original Letter of Credit and documents are to be sent via overnight courier to our address indicated above. A presentation under this Letter of Credit may be made only on a day, and during hours, in which such office is open for business, and payments can be effected via wire transfer (a "Business Day"). Partial drawings shall be permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance; provided that the Available Amount shall be reduced by the amount of each such partial drawing. ' Note to Issuer:The Letter of Credit must be payable in U.S.dollars within the continental U.S. Note to Seller: Bank to have office for presentment in California to allow for in person presentment by Buyers. OHSUSA:761238376.32 APPENDIX E Upon presentation to us of your Documents in conformity with the foregoing, we will, on the third (3rd) succeeding Business Day after such presentation, irrevocably and without reserve or condition except as otherwise stated herein, make payment hereunder in the amount set forth in the demand. Payment shall be made to your order by deposit to your account at the bank designated by you in the demand in immediately available funds. We agree that if, on the Expiration Date, the office specified above is not open for business by virtue of an interruption of the nature described in the International Standby Practices ISP 98 (also known as ICC Publication No. 590), or revision currently in effect(the "ISP"), this Letter of Credit will be duly honored if the specified Documents are presented by you within thirty (30) days after such office is reopened for business. Provided that the presentation on this better of Credit is made on or prior to the Expiration Date and the applicable Documents as set forth above conform to the requirements of this Letter of Credit, payment hereunder shall be made regardless of. (a) any written or oral direction, request, notice or other communication now or hereafter received by us from the Applicant or any other person except you, including without limitation any communication regarding fraud, forgery, lack of authority or other defect not apparent on the face of the documents presented by you, but excluding solely a written order issued by a court, which order specifically orders us not to make such payment; (b)the solvency, existence or condition, financial or other, of the Applicant or any other person or property from whom or which we may be entitled to reimbursement for such payment; and (c) without limiting clause (b) above, whether we are in receipt of or expect to receive funds or other property as reimbursement in whole or in part for such payment. We agree that the time set forth herein for payment of any demand(s) for payment is sufficient to enable us to examine such demand(s) and the related Documents(s) referred to above with care so as to ascertain that on their face they appear to comply with the terms of this credit and that if such demand(s) and Document(s) on their face appear to so comply, failure to make any such payment within such time shall constitute dishonor of such demand(s). This Letter of Credit shall terminate upon the earliest to occur of(i) our receipt of a notice in the form of Exhibit III hereto signed by an authorized officer of Beneficiary, accompanied by this Letter of Credit for cancellation, (ii) our close of business at our aforesaid office on the Expiration Date, or if the Expiration Date is not a Business Day,then on the next Business Day, or (iii) the Business Day on which we have honored drawings which exhaust the amount available to be drawn under this Letter of Credit. It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendment for one (1) year from the Expiration Date, or any future expiration date, unless at least thirty (30) calendar days prior to the Expiration Date (or any future expiration date), we send you notice by registered mail, return receipt requested or overnight courier at your address herein stated or such other address of which you notify us in advance in writing, as acknowledged by us in the form of an amendment to this Letter of Credit, that we elect not to OHSUSA:761238376.32 APPENDIX E consider this Letter of Credit extended for any such additional period; provided that in no event shall the Expiration Date of this Letter of Credit extend beyond [ .2 We may, in our sole discretion, increase or decrease the stated amount of this Letter of Credit, and the Expiration Date may be extended, by an amendment to this Letter of Credit. Any such amendment for decrease shall become effective only upon receipt by us of your acceptance by your signature on a hard copy amendment. 2 Note to Draft:To be date that is ten(10)Business Days prior to final maturity of the Credit Agreement. OHSUSA:761238376.32 APPENDIX E You shall not be bound by any written or oral agreement of any type between us and the Applicant or any other person relating to this credit, whether now or hereafter existing. We hereby engage with you that your demand(s) for payment in conformity with the terms of this Letter of Credit will be duly honored as set forth above. All fees and other costs associated with the issuance of and any drawing(s) against this better of Credit shall be for the account of the Applicant. All of the rights of the Beneficiary set forth above shall inure to the benefit of your successors by operation of law. In this connection, in the event of a drawing made by a party other than the Beneficiary, such drawing must be accompanied by the following signed certification and copy of document proving such successorship: "The undersigned does hereby certify that [drawer] is the successor by operation of law to [the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY][the POWER AND WATER RESOURCES POOLING AUTHORITY][the CITY OF I.ODI][the CITY OF CORONA][the CITY OF MORENO VALLEY][the CITY OF RANCHO CUCAMONGA], as beneficiary named in [name of bank] Letter of Credit No. " Except so far as otherwise expressly stated herein, this Letter of Credit is subject to the ISP (other than Rule 3.12(a), which shall not apply to this Letter of Credit). As to matters not governed by the ISP, this Letter of Credit shall be governed by and construed in accordance with the laws of the State of New York or Ohio. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except for Exhibit I, 1I, and III hereto and the notices referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as otherwise provided in this paragraph. Communications with respect to this Letter of Credit shall be in writing and shall be addressed to us at the address referred to above, and shall specifically refer to this Letter of Credit no. Yours faithfully, (name of issuing bank) By Title OHSUSA:761238376.32 APPENDIX E EXHIBIT I DEMAND FOR PAYMENT Re: Irrevocable, Unconditional and Clean Standby Letter of Credit No. Dated , 20_ [Insert Bank Address] To Whom It May Concern: Demand is hereby made upon you for payment to us of $ by deposit to account no. at [insert name of bank]. This demand is made under, and is subject to and governed by, your Irrevocable, Unconditional and Clean Standby Letter of Credit no. dated 20 in the amount of$ established by you in our favor for the account of as the Applicant. DATED: , 20 [ ] By Title i OHSUSA:761238376.32 APPENDIX E EXHIBIT II STATEMENT Re: Your Irrevocable, Unconditional and Clean Standby Letter of Credit No. Dated 20_ [Insert Bank Address] To Whom It May Concern: Reference is made to your Irrevocable, Unconditional and Clean Standby Letter of Credit no. , dated , 20 in the amount of $ established by you in our favor for the account of , as the Applicant. We hereby certify to you that $ is due, owing and unpaid to us by the Applicant in that certain [DESCRIBE AGREEMENT]. DATED: 920 [ ] By Title OHSUSA:761238376.32 APPENDIX E EXHIBIT III SURRENDER Re: Your Irrevocable, Unconditional and Clean Standby Letter of Credit No. Dated , 20_ [Insert Bank Address] Notice of Surrender of Letter ofCredit Date: Attention: Letter of Credit Department Ladies and Gentlemen: We refer to your above-mentioned Irrevocable, Unconditional and Clean Standby Letter of Credit (the "Letter of Credit"). The undersigned, an authorized signer of [the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY][the POWER AND WATER RESOURCE POOLING AUTHORITY][the CITY OF LODI][the CITY OF CORONA][the CITY OF MORENO VALLEY][the CITY OF RANCHO CUCAMONGA], hereby surrenders this Letter of Credit to you for cancellation as of the date set forth above. No payment is demanded of you under this Letter of Credit in connection with this surrender. Very truly yours, [ ] By Title Exhibit A—Page I OHSUSA:761238376.32 APPENDIX E EXHIBIT B MAXIMUM FACILITY DEBT Period Ending Value Stub Period(31-Dec-16) 240,000,000 31-Dec-17 212,000,000 31-Dec-18 189,000,000 31-Dec-19 164,000,000 31-Dec-20 140,000,000 31-Dec-21 115,000,000 31-Dec-22 97,000,000 31-Dec-23 92,000,000 31-Dec-24 87 000,000 31-Dec-25 82,000,000 31-Dec-26 77,000,000 31-Dec-27 72,000,000 31-Dec-28 66,000,000 31-Dec-29 61,000,000 31-Dec-30 55,000,000 31-Dec-31 49,000,000 31-Dec-32 43,000,000 31-Dec-33 36,000,000 31-Dec-34 29,000,000 31-Dec-35 24,000,000 31-Dec-36 22,000,000 Exhibit B—Page 1 OHSUSA:761238376.32 APPENDIX E APPENDIX F Intercreditor and Subordination Agreement by and between Deutsche Bank Trust Company Americas, Southern California Public Power Authority, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, and City of Rancho Cucamonga [TO BE ATTACHED] Execution Version RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Deutsche Bank Trust Company Americas Trust and Agency Services 60 Wall Street, 16th Floor MS: NYC60-1630 New York,NY 10005 Attention: Project Finance Agency Services— RE Astoria 2 LLC SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE INTERCREDITOR AND SUBORDINATION AGREEMENT BY AND BETWEEN DEUTSCHE BANK TRUST COMPANY AMERICAS, AS SENIOR AGENT AND SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, POWER AND WATER RESOURCES POOLING AUTHORITY, CITY OF LODI, CITY OF CORONA, CITY OF MORENO VALLEY, AND CITY OF RANCHO CUCAMONGA, AS OFFTAKER Page 1 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F INTERCREDITOR AND SUBORDINATION AGREEMENT This INTERCREDITOR AND SUBORDINATION AGREEMENT is made as of , 2015 (as amended, restated or otherwise modified from time to time, this "Agreement"), by and among the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint power agency and a public entity organized under the laws of the State of California and created under the provisions of the Act and the Joint Powers Agreement (each as defined below) ("SCPPA"), the POWER AND WATER RESOURCES POOLING AUTHORITY, a joint powers authority and a public entity organized under the laws of the State of California and created under the provisions of the Act ("PWRPA"), the CITY OF LODI, a California municipal corporation organized and existing under the laws of the state of California ("Lodi"), the CITY OF CORONA, a California municipal corporation organized and existing under the laws of the state of California ("Corona"), the CITY OF MORENO VALLEY, a California municipal corporation organized and existing under the laws of the state of California ("Moreno Valley'), the CITY OF RANCHO CUCAMONGA, a California municipal corporation organized and existing under the laws of the state of California ("Rancho Cucamonga") (SCPPA, PWRPA, Lodi, Corona, Moreno Valley and Rancho Cucamonga, collectively, and together with each of their respective successors and permitted assigns, the "Offtaker"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (in its capacity as collateral agent (together with its successors and assigns in such capacity, "Senior Agent") for the Senior Lenders (as defined below)). A. RE Astoria 2 LLC, a Delaware limited liability company (the " Company"), is engaged in the development, construction, ownership, operation and maintenance of an approximately 75 MWac photovoltaic solar power facility located in Kern County, California(the"Projcd"). B. The Project Company has entered into the Credit Agreement dated as of , 2015 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Senior Credit Agreement") with, among others, Senior Agent and the lenders who are from time to time parties thereto (the "Senior Lenders"), pursuant to which the Senior Lenders have agreed to extend credit (the "Senior Loan")to the Project Company in order to partially finance the development, construction, installation, testing, operation and use of the Proj ect. C. The Project Company has entered into (i) the Security and Pledge Agreement dated as of , 2015 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Senior Security Agreement"), with the Senior Agent, pursuant to which the Project Company has granted to the Senior Agent for the benefit of itself and the Senior Lenders a lien on and a first priority security interest in all of the Project Company's personal property (such collateral referred to herein as the "Senior Security Agreement Collateral") and (ii) the Leasehold Deed Of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of , 2015 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Senior Deed of Trust"), with the Senior Agent and the trustee specified therein, pursuant to which the Project Company has granted to the Senior Agent for the benefit of itself and the Senior Lenders a first priority lien on the Project Company's leasehold interest in the real property on which the Project is located, Page 2 OHSUSA•761590290.14 Error!Unknown document property name. APPENDIX F all as more particularly described therein, and a security interest in all of the Project Company's assets and properties constituting the"Trust Estate"as such term is defined in the Senior Deed of Trust (such collateral referred to herein as the "Senior Deed of Trust Collateral"). The Senior Deed of Trust, the Senior Security Agreement and collectively with each other guaranty, security agreement, pledge agreement, mortgage, deed of trust or other collateral agreement now or hereafter entered into in connection with the Senior Obligations (as defined below), as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time are referred to herein, collectively, as the "Senior Security Documents". The Senior Security Agreement Collateral and the Senior Deed of Trust Collateral and any other collateral under the Senior Security Documents or any other Senior Credit Documents or otherwise securing the Senior Loan and other obligations under the Senior Credit Documents granted by the Project Company in favor of the Senior Agent is referred to herein, collectively, as the "Senior Collateral". The Senior Collateral does not include either(i) any Products (defined below) or(ii) the real property interest that is held in fee that is subject to the Land Purchase Option (defined below), all of which are disclaimed by the Senior Agent. D. The Project Company has also entered into (i) the Power Purchase Agreement dated as of July 23, 2014 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Power Purchase Agreement"), with the Offtaker, pursuant to which the Project Company has agreed, among other things, to sell electrical energy generated at the Project and the associated Products to the Offtaker, and (ii) the Security Documents (as defined in the Power Purchase Agreement) (including financing statements filed in connection therewith and documents executed to preserve, protect, expand, defend or define the Liens created thereby, as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Subordinated Security Documents") with the Offtaker. All collateral under the Subordinated Security Documents granted by the Project Company to the Offtaker is hereinafter collectively referred to as the "Subordinated Collateral". The Subordinated Collateral does not include a pledge by the equity owners of the Project Company of any of such equity owners' respective interests in, or rights with respect to, the Project Company, all of which are disclaimed by the Offtaker. E. The Project Company has entered into an "Option Agreement" with the Offtaker, pursuant to which the Project Company has granted the Offtaker a"Project Purchase Option" (as defined in the Option Agreement), to purchase the Project. Separately, Astoria 2 LandCo LLC, a Delaware limited liability company ("LandCo") and Offtaker have entered into a "Land Option Agreement," pursuant to which LandCo has granted Offtaker a "Land Purchase Option" (as defined in the Land Option Agreement) to purchase a fee interest in the real property owned by LandCo. F. The Senior Agent and the Offtaker wish to enter into this Agreement in order to, among other things, (a) confirm that the Senior Agent's security interest in the Senior Collateral granted by the Project Company pursuant to the Senior Security Document has priority over the Offtaker's security interest in the Senior Collateral granted by the Project Company pursuant to the Subordinated Security Documents, (b) provide for the relative rights of the Senior Agent and the Senior Lenders, on the one hand, and the Offtaker, on the other hand, in connection with the enforcement of such security interests in the Senior Collateral, and (c) confirm the Senior Page 3 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F Agent's prior right to exercise Remedial Actions (as defined below) with respect to the Senior Collateral. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and the mutual covenants herein contained, and for other good and valuable consideration, each of the Senior Agent (on behalf of and for the benefit of itself and the Senior Lenders) and the Offtaker hereby agrees as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Definitions. The following terms when used in this Agreement shall have the following meanings, and all capitalized terms used herein, without definition herein, shall have the meanings given to them in the Power Purchase Agreement: "Act" means all of the provisions contained in the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, beginning at California Government Code Section 6500 et seq. "Agreement" is defined in the preamble hereto. "Applicable Law"means any law of the United States or any other jurisdiction where any Senior Collateral is located or the Project Company operates, including, without limitation, the UCC. "Bankruptcy Code"means Title 11 of the United States Bankruptcy Code (11 U.S.C. 101 et seq.), as amended from time to time and any successor statute. "Consent" means that Consent and Agreement, dated as of , 2015, by and among the Offtaker, the Project Company, the Senior Agent and EFS Renewables Holdings, I.LC. "Corona" is defined in Recital A hereto. "Credit Documents" collectively means the Senior Credit Documents and the Subordinated Security Documents. "Insolvency Proceeding" means (a) any voluntary or involuntary insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding relative to the Project Company or any of its property or assets, (b) any liquidation, dissolution, reorganization or winding up of the Project Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or(c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Project Company howsoever effectuated. "Intercreditor Party" means each party to this Agreement, together with such party's successors and permitted assigns. Page 4 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F "Joint Powers Agreement" means the "Southern California Public Power Authority Joint Powers Agreement" entered into pursuant to the provisions of the Act among SCPPA and SCPPA's members, dated as of November 1, 1980, as amended or modified from time to time. "LandCo" is defined in Recital E hereto. "Land Purchase Option" is defined in Recital E hereto. "Land Purchase Option Agreement" is defined in Recital E hereto. "L4l" is defined in Recital A hereto. "Lien" means any mortgage, deed of trust, lien, security interest, retention of title or lease for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of way, covenant, condition or restriction, leasehold interest, purchase right or other right of any kind, including any option, of any other person in or with respect to any real or personal property. "Moreno Valley" is defined in Recital A hereto. "Obligor" means the Project Company and any other entity providing security under the Senior Credit Documents. "Offtaker" is defined in the preamble hereto. "Option Agreement" is defined in Recital E hereto. "Power Purchase Agreement" is defined in Recital D hereto. "Proceeds" means "proceeds," as such term is defined in Section 9-102 of the UCC and, in any event, shall include without limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Project Company from time to time with respect to any of the Senior Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to the Project Company from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Senior Collateral by any governmental authority, (c) any and all other amounts from time to time paid or payable under or in connection with any of the Senior Collateral on account of any Remedial Action and (d) the following types of property acquired with cash Proceeds: accounts, chattel paper, contracts, documents, general intangibles, equipment, investment property and inventory, as such terms are defined in the UCC. "Products" means any and all Facility Energy, Capacity Rights, Environmental Attributes (as such terms are defined in the Power Purchase Agreement), and ancillary products, services or attributes similar to the foregoing that are or can be produced by, or are associated with, the Applicable Contract Capacity (as such term is defined in the Power Purchase Agreement) of the Project, whether now attainable or established in the future, including delivered energy, renewable attributes, and renewable energy credits, and all Proceeds thereof. Page 5 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F "Proi"t" is defined in Recital A hereto. "Project Company" is defined in Recital A hereto. "Project Purchase Option" is defined in Recital E hereto. "PWRPA" is defined in Recital A hereto. "Rancho Cucamonga" is defined in Recital A hereto. "Remedial Action" means any claim, action or agreement to judicially or non judicially foreclose upon, take possession of, sell, lease, dispose of, or realize upon any of the Senior Collateral, whether pursuant to the UCC or other Applicable Law, by foreclosure, by self-help, repossession, by appointment of a receiver or trustee, by judicial action or otherwise, or any exercise of any right or power of ownership (including all voting and consent rights) with respect to any Senior Collateral, or an assignment or deed-in-lieu of any of the foregoing, or the exercise of any other right or remedy under the Subordinated Security Documents with respect to the Senior Collateral. Remedial Action shall not include the exercise by Offtaker of the Project Purchase Option,the Land Purchase Option, or the Right of First Offer. "SCPPA" is defined in Recital A hereto. "Security Documents" collectively means the Senior Security Documents and the Subordinated Security Documents. "Senior Agent" is defined in the preamble hereto. "Senior Collateral" is defined in Recital C hereto. "Senior Credit Agreement" is defined in Recital B hereto. "Senior Credit Documents" collectively means (a)the Senior Credit Agreement, the Senior Security Agreement, the Senior Deed of Trust and any other Senior Security Documents and (b) interest rate hedge agreements entered into on a pari passu basis with, and related to the obligations evidenced by, the documents described in clause (a) above, and, in the case of each of clauses (a) and (b) above, all other documents, instruments, guaranties and agreements now or hereafter executed or delivered in connection therewith, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time. "Senior Deed of Trust" is defined in Recital C hereto. "Senior Deed of Trust Collateral" is defined in Recital C hereto. "Senior Lenders" is defined in Recital B hereto; provided that "Senior Lenders" shall include as applicable, in addition to the lenders party to the Senior Credit Agreement from time to time, the counterparties under the interest rate hedging agreements described in clause (b) of the definition of"Senior Credit Documents." Page 6 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F "Senior Loan" is defined in Recital B hereto. "Senior Obligations" means (a) the principal of, and premium, if any, payable on redemption or prepayment of, and interest on, all indebtedness now existing or hereafter incurred, and all other now existing or hereafter incurred obligations, liability and indebtedness of every kind, nature and description of the Project Company and the other Obligors secured by or under the Senior Security Documents, contingent or not, due or not, obligatory or not, direct or indirect, primary or secondary, liquidated or unliquidated, or otherwise from operation of law or otherwise, including without limitation, all fees, expenses (including reasonable fees and expenses of counsel), claims, charges, fees, indemnity obligations and interest (in each case whether arising, accruing or incurred before or after the commencement of any Insolvency Proceeding, and whether or not allowed in such Insolvency Proceeding) secured by or under the Senior Credit Documents, and (b) any renewals, extensions, modifications, amendments, replacements, supplements, deferrals or other changes to any of the foregoing, including the proceeds of any indebtedness used to refinance any of the foregoing and debtor in possession financing. To the extent any payment with respect to the Senior Obligations (as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or similar person for any reason, then such payment or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. "Senior Security Agreement" is defined in Recital C hereto. "Senior Security Agreement Collateral" is defined in Recital C hereto. "Senior Security Documents" is defined in Recital C hereto. "Subordinated Collateral" is defined in Recital D hereto. "Subordinated Obligations" means the obligations and liabilities of the Project Company secured by or under the Subordinated Security Documents, contingent or not, due or not, obligatory or not, direct or indirect, primary or secondary, liquidated or unliquidated, or otherwise from operation of law or otherwise, including without limitation, all fees, expenses (including reasonable fees and expenses of counsel), claims, charges, fees, indemnity obligations and interest (in each case whether arising, accruing or incurred before or after the commencement of any Insolvency Proceeding, and whether or not allowed in such Insolvency Proceeding) secured by or under the Subordinated Security Documents, and (b) any renewals, extensions, modifications, amendments, replacements, supplements, deferrals or other changes to any of the foregoing, including the proceeds of any indebtedness used to refinance any of the foregoing and debtor in possession financing. To the extent any payment with respect to the Subordinated Obligations (as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or similar person for any reason, then such payment or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. "Subordinated Security Documents" is defined in Recital D hereto. Page 7 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F "UCC"means the Uniform Commercial Code as in effect in each applicable jurisdiction. ARTICLE II COLLATERAL ISSUES,ETC. Section 2.1 Representations and Warranties as to this Agreement. Each Intercreditor Party hereby represents and warrants for itself to the other Intercreditor Parties hereto that (a) it has all requisite power and authority to execute, deliver and perform under this Agreement; (b) the execution, delivery and performance by it of this Agreement has been duly authorized by all requisite corporate or other action; (c) no consent or approval of any other person and no consent, license, approval or authorization of any governmental authority is required in connection with the execution, delivery and performance by it of this Agreement; and (d) this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect from time to time affecting the rights of creditors generally and general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. Section 2.2 Priority of Liens. Irrespective of(a)the time, order, manner or method of creation, attachment, perfection or validity of the respective Liens granted by the Project Company to any Intercreditor Party in any or all of the Senior Collateral, (b) the time, manner or place of the filing of the respective UCC financing statements, deeds of trust, or other applicable filings of any Intercreditor Party with respect to any or all of the Senior Collateral or other means of perfection, (c) any provision or statement contained in any Senior Credit Document, (d) any other event, circumstance, occurrence or otherwise or(e) any provision of any Applicable I.aw to the contrary, the Liens granted by the Project Company to the Senior Agent(for and on behalf of itself and the Senior Lenders), pursuant to the Senior Credit Documents, and all terms, covenants, rights and remedies of Senior Agent and the Senior Lenders under the Senior Security Documents with respect to the Senior Collateral, are and shall be unconditionally superior and prior in all respects to any Liens granted by the Project Company to the Offtaker and to all terms, covenants, rights and remedies of Offtaker under the Subordinated Security Documents with respect to the Senior Collateral, unless and until the Senior Obligations shall have been paid in full. Without limiting any security interest the Offtaker may have therein, the Offtaker acknowledges and agrees that the Senior Agent shall have sole and exclusive control and dominion over all of the Project Company's deposit accounts, securities accounts and other similar bank or investment accounts, all certificates evidencing ownership interests in the Project Company and all amounts and investment property on deposit from time to time therein or credited from time to time thereto. Except as otherwise provided in this Agreement, while the Senior Obligations remain outstanding the Offtaker shall not hinder, delay, interfere, contest or take any other action that may, either directly or indirectly, limit in any respect the Senior Agent's security interest in and to the Senior Collateral. The expression "payment in full" or "paid in full" or any similar term or phrase when used in this Agreement shall mean the termination of all Construction Loan Commitments and Bridge Loan Commitments (each as defined in the Senior Credit Agreement) under the Senior Credit Documents and final payment in full of all Construction Loan Facilities and Bridge Loan Facilities (each as defined in the Senior Credit Agreement) in cash, or, in the case of such Senior Obligations consisting of contingent obligations in respect of letters of credit or other reimbursement obligations for Page 8 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F drawings under letters of credit under the Senior Credit Documents, the setting apart of cash sufficient to discharge such portion of Senior Obligations in an account for the exclusive benefit of the Senior Agent, in which account the Senior Agent shall be granted a first priority perfected security interest in a manner acceptable to the Senior Agent, which payment or perfected security interest shall have been retained by the Senior Agent, in each case, for the period that such payment or security interest may be avoided as a preference under the Bankruptcy Code or other Applicable Law. Subject to Section 3.7, it is expressly understood and agreed that upon any release, sale or disposition of Senior Collateral permitted pursuant to the terms of the Senior Collateral Documents that results in a release of the Liens of the Senior Agent, the Liens of the Offtaker shall be automatically and unconditionally released with respect to such Senior Collateral with no further consent or action of any person necessary. Section 2.3 Limitation on Rights of the Offtaker. Notwithstanding anything to the contrary set forth in the Subordinated Security Documents, unless and until the Senior Obligations shall have been paid in full, neither the Offtaker nor any agent or representative therefor shall (i) have the right to commence or take, and the Offtaker shall not commence or take or cause or permit any agent or representative to directly or indirectly commence or take, any Remedial Action with respect to the Senior Collateral, (ii) commence, prosecute or participate in any administrative, legal or equitable action or proceeding against the Project Company or its property seeking the filing of any reorganization, arrangement, composition, readjustment, liquidation, bankruptcy or any other action involving the readjustment of all or any part of the Senior Obligations or Subordinated Obligations, or other similar relief under the Bankruptcy Code or any present or future state or foreign statute, law or regulations relative to the Project Company or its properties or any proceedings for voluntary liquidation, dissolution or other winding up of the Project Company's business, or the appointment of any trustee, receiver or liquidator for the Project Company or any part of its properties or any assignment for the benefit of creditors or any marshaling of assets of the Project Company, (iii) commence, prosecute or participate in any administrative, legal or equitable action or proceeding challenging the enforceability or exercise of the Senior Credit Documents, including the rights and remedies afforded to the Senior Agent in the Senior Collateral, or (iv) take any other action against the Senior Collateral under the Subordinated Security Documents. Notwithstanding the foregoing and the other terms, conditions and limitations of this Agreement, the Offtaker shall not have any duties, obligations or liabilities to the Senior Agent or the Senior Lenders, except as expressly provided herein. Nothing in this Agreement modifies, impairs or shall be deemed a waiver of any rights or remedies the Offtaker may have with respect to the Subordinated Collateral or under the Subordinated Security Documents, other than in favor of the Senior Agent and the Senior Lenders as set forth in this Agreement. Section 2.4 Enforcement Rights of Senior Lenders. The Senior Agent and each Senior Lender shall have the exclusive right to carry out, or not to carry out, the provisions of each Senior Security Document, and to exercise or not to exercise any Remedial Action and other rights and remedies under the Senior Credit Documents, all in the Senior Agent's and each Senior Lender's discretion and in the exercise of its and their business judgment (without regard to the rights of the Offtaker under any Subordinated Security Documents). Such exclusive rights Page 9 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F shall include, specifically (but not by way of limitation) the right to hold, prepare for sale, sell, lease or otherwise dispose of(or not take any such action), any or all of the Senior Collateral and to incur reasonable expenses in connection therewith, all as may be desirable in the Senior Agent's and each Senior Lender's discretion. Notwithstanding the foregoing, following acceleration of the Senior Obligations, the Senior Agent shall notify the Offtaker in writing of such acceleration and offer the Offtaker a one-time (subject to the terms of this Section)option to purchase the Senior Obligations for cash at par (plus accrued interest and fees thereon). The Offtaker shall have forty-five (45) days (such 45 day period, the "Election Period") from its receipt of the notice of acceleration from the Senior Agent to elect to purchase the Senior Obligations through notifying the Senior Agent during such period in writing of its determination to purchase the Senior Obligations. In the event that the Offtaker elects to purchase the Senior Obligations, it shall (x)work in good faith with the Senior Agent and the Senior Lenders to agree to documentation in respect of such purchase (it being understood and agreed that any such purchase will be without recourse to or warranty from the Senior Agent and the Senior Lenders other than as to title to the outstanding Senior Obligations and the Senior Security Documents) and (y) close on such purchase with sixty (60) days of its election to purchase (such 60 day period, the "Closing Period"). If(a) the Offtaker fails to elect to make the purchase within the Election Period or (b) if it has made an election, fail to close the purchase during the Closing Period, then the Offtaker shall no longer have any rights under this Section 2.4 and all such rights shall be irrevocably terminated, provided, however, that if a Remedial Action is not consummated within eighteen (18) months following the date of the expiration of the Closing Period, Senior Agent must provide another notice and Election Period pursuant to the foregoing terms. Nothing in this Section 2.4 shall affect in any manner the rights of the Senior Agent or any Senior Lenders to take any action with respect to the Secured Obligations or the Senior Collateral as they may decide in their sole and absolute discretion. In exercising its rights as aforesaid, the Senior Agent and each Senior Lender shall not have any duties, obligations or liabilities to the Offtaker, except as expressly provided herein or in the Consent. Nothing in this Agreement modifies, impairs or shall be deemed a waiver of any rights or remedies the Senior Agent or the Senior benders may have with respect to the Senior Collateral or under the Senior Credit Documents. ARTICLE III OTHER AGREEMENTS Section 3.1 Insurance and Condemnation Awards. (a) The Senior Agent and the Senior Lenders shall have the sole and exclusive right, subject to the rights of the Project Company and the other Obligors under the Senior Credit Documents, to adjust, settle, direct or otherwise deal with any insurance policy or proceeds therefrom covering or relating to the Senior Collateral and to approve any award granted in any condemnation or similar proceeding affecting the Senior Collateral. (b) All the proceeds of any insurance policies and any awards relating to the Senior Collateral shall be applied as provided in the Senior Credit Documents. Page 10 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F (c) In the event that the Senior Agent or the Senior Lenders allow any portion of such insurance proceeds or awards with respect to the Senior Collateral to be used by the Project Company or any other Obligor to repair or replace the Senior Collateral affected or for any other purposes, the Offtaker agrees to take all reasonable actions to permit such use and shall not interfere therewith or claim any interest therein. Section 3.2 No Obligation Owing to Offtaker. (a) The Senior Agent and the Senior Lenders may, at any time, without the consent of, or notice to, the Offtaker, without incurring any liabilities to the Offtaker and without impairing or releasing any of their Liens in the Senior Collateral and other benefits provided in this Agreement and the other Senior Credit Documents, do any one or more of the following: (i) change in any manner the Senior Obligations and the Senior Credit Documents, including the manner, place or terms of payment or change or extend the time of payment of, or renew, refinance, exchange, substitute, amend, settle, compromise, increase the original principal amount of the Senior Obligations or alter the terms of any of the Senior Obligations or any Lien in any of the Senior Collateral, or any liability incurred, directly or indirectly in respect thereof; (ii) sell, exchange, substitute, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Collateral or Senior Obligation, or any liability incurred directly or indirectly in respect thereof; and (iii) exercise or delay in or refrain from exercising any right or remedy against all or any part of the Senior Collateral, the Project Company, or any other Obligor or with respect to any Senior Credit Document or Senior Obligation. (b) The Senior Agent and the Senior Lenders shall have no obligation whatsoever to the Offtaker to assure the ownership, existence or genuineness of the Senior Collateral, and the Senior Agent and the Senior Lenders shall have no obligation whatsoever to the Offtaker to preserve the rights or benefits of any person (including the Offtaker) in the Senior Collateral. (c) Neither the Senior Agent nor the Senior Lenders shall be under any obligation to the Offtaker to institute or defend any action, suit or other proceeding, or take any other action against any person, in connection with any Senior Collateral. Each Intercreditor Party shall be entitled to rely upon any writing or other document believed by such Intercreditor Party to be genuine and correct and to have been signed, sent or made by the proper person. Each Intercreditor Party may consult counsel with respect to any question arising hereunder or in connection herewith and such Intercreditor Party Page 11 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F shall not be liable for any action taken or omitted to be taken in good faith upon advice of such counsel. (d) All rights, interests, agreements and obligations of the Senior Agent and Senior Lenders under this Agreement shall remain in full force and effect irrespective of- (i) any lack of validity or enforceability of the Senior Credit Documents or any agreement or instrument relating thereto; (ii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty or indemnity for all or any portion of the Senior Obligations; (iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Obligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Obligations or any other assets of the Project Company or any other Obligor; (iv) any change, restructuring or termination of the corporate structure or existence of the Project Company or any other Obligor; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, either of the Project Company or any other Obligor in respect of the Senior Obligations in respect of this Agreement. Section 3.3 Insolvency Proceedings. In connection with any Insolvency Proceeding, the Senior Agent and the Senior Lenders, with respect to the Senior Obligations and the Senior Credit Documents, on the one hand, and the Offtaker, with respect to the Subordinated Obligations and the Subordinated Security Documents, on the other hand, agree as follows: (a) Filing of Claims. The Offtaker may file proofs of claim with respect to the Subordinated Obligations, subject to the limitations contained in this Agreement. Offtaker shall not make or consent to any filing or motion, or vote or take any other action, including without limitation, voting in favor of any plan of reorganization, which would have the effect of(a) modifying or abrogating any of the rights or interests of the Senior Agent or Senior Lenders under this Agreement, or (b) adversely affecting Senior Agent or Senior Lenders' rights or remedies under the Senior Credit Documents, provided, however, that enforcing the terms of this Agreement shall not be deemed to have an adverse effect. (b) Automatic Stay. The Offtaker shall not seek relief from the automatic or any other stay in any Insolvency Proceeding in connection with the enforcement of any of its rights and remedies under any of the Subordinated Security Documents or otherwise with respect to the Senior Collateral; provided, however, that in the event that failure to take such action with respect to any Senior Collateral by the Offtaker would cause the Page 12 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F loss of any of its rights under any Subordinated Security Documents, the Offtaker may take such action to preserve such right so long as the exercise of such right is not commenced until after this Agreement is terminated. (c) Distributions. (i) In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Project Company or the proceeds thereof to the creditors of the Project Company or readjustment of the obligations and indebtedness of the Project Company, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors, marshaling of assets of the Project Company or any other action or proceeding involving the readjustment of all or any part of the Senior Obligations or Subordinated Obligations or the application of the assets of the Project Company to the payment or liquidation thereof, or upon the dissolution or other winding up of the Project Company's business, or upon the sale of all or substantially all of the Project Company's assets, then, and in any such event, (i) the Senior Agent and the Senior Lenders shall first receive payment in full of all Senior Obligations prior to the payment of all or any part of the Subordinated Obligations, (ii) any payment or distribution of any kind or character, whether in cash, property or securities, by set-off, counterclaim or otherwise, to which the Offtaker would be entitled with respect to the Subordinated Obligations but for the provisions of this Agreement, shall be paid or delivered by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Senior Agent, to the extent necessary to make payment in full of all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the Senior Lenders, and (iii) in the event that, notwithstanding the foregoing provisions of this Agreement, Offtaker shall have received any payment or distribution of any kind or character, whether in cash, property or securities, by set-off, counterclaim or otherwise with respect to the Subordinated Obligations before all Senior Obligations are paid in full, then and in such event such payment or distribution shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be forthwith paid over or delivered to the Senior Agent for application in the manner received to the payment of all Senior Obligations remaining unpaid until all such Senior Obligations shall have been paid in full. (ii) Until the full and final payment of the Senior Obligations, the Offtaker shall not seek to cause the Project Company to confirm or vote in favor of a plan of reorganization pursuant to Section I I29(b)(i) of the Bankruptcy Code that fails to provide for the full and final payment of the Senior Obligations on the effective date of such confirmed plan of reorganization. In addition, Offtaker shall not contest (or support any other person or entity contesting) (a) any request by Senior Agent for adequate protection pursuant to Section 361 of the Bankruptcy Code or otherwise, (b) any objection by Senior Agent or Senior Page 13 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F Lenders to any motion, relief, action or proceeding based on the Senior Lenders claiming a lack of adequate protection pursuant to Section 361 of the Bankruptcy Code or otherwise, (c)the entry of any cash collateral order in favor of the Senior Lenders, (d)the entry of any financing order in favor of the Senior Lenders under Section 364 of the Bankruptcy Code or otherwise, (e) an election by the Senior Lenders pursuant to Section I I I I(b) of the Bankruptcy Code, or (f) any claim submitted in any proceeding by Senior Agent or Senior Lenders, or any valuation of the Senior Collateral submitted by Senior Agent or Senior Lenders in such proceeding. Senior Agent shall give Offtaker such notice of the foregoing actions as may be required by the Bankruptcy Code. (iii) The Senior Obligations shall continue to be treated as Senior Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders and the Offtaker even if all or part of the Senior Obligations or the security interests securing the Senior Obligations are subordinated, set aside, avoided, declared to be fraudulent or preferential, or disallowed in connection with any Insolvency Proceeding. This Agreement shall be reinstated if at any time any payment of any of the Senior Obligations is rescinded or must otherwise be returned by any holder of Senior Obligations or any representative of such holder. Section 3.4 Waivers. (a) No right of the Senior Agent or any Senior Lender to enforce the Lien subordination in any Senior Collateral or Remedial Action with respect thereto in respect of any Senior Collateral as provided in this Agreement shall in any manner be prejudiced or impaired by any act or failure to act on the part of the Project Company or by any act or failure to act by the Senior Agent or any Senior Lender, or by any noncompliance by any person with the terms, provisions and covenants of any of the Senior Credit Documents or any of the Subordinated Security Documents, regardless of any knowledge thereof which the Senior Agent or any Senior Lender may have or be otherwise charged with. (b) Offtaker hereby waives, to the fullest extent permitted by law, any claim it may have against the Senior Agent or any Senior Lender arising out of or with respect to any action which the Senior Agent or any Senior Lender may take or permit or omit to take with respect to: (i) the Senior Credit Documents, (ii) collection of the Senior Obligations, (iii) the Project Company, (iv) the Senior Collateral, (v) any Remedial Action or the enforcement of any right or remedy under the Senior Credit Documents, or (vi) as a result of any other actions otherwise permitted pursuant to this Agreement (including, without limitation, Section 2.4), in each case not including any claims arising out of Senior Agent's or Senior Lenders' gross negligence or willful misconduct. The Offtaker agrees that the Senior Agent and the Senior Lenders have no duty to it in respect of the maintenance or preservation of the Senior Collateral or any rights of any person therein or in respect of the application of any proceeds of any loans or other financial accommodations extended under the Senior Credit Documents. The Senior Agent and Page 14 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F the Senior Lenders agree that, except as set forth in this Agreement and the Consent, the Offtaker shall have no obligation owing to the Senior Agent and the Senior Lenders. (c) The Offtaker agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to contest the validity, priority or enforceability of the Senior Security Documents, or to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisement, valuation or other similar right that may otherwise be available under Applicable Law with respect to the Subordinated Obligations or any other similar rights a junior secured creditor may have under Applicable I,aw with respect to the Subordinated Obligations. (d) The Offtaker hereby waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by the Senior Agent or any Senior Lender. Section 3.5 Information Concerning the Project Company, etc. To the extent it deems necessary, each Intercreditor Party (other than the Senior Agent) shall be responsible, to the extent applicable, for keeping itself informed of (a) the financial condition of the Project Company and all endorsers and/or guarantors of the Subordinated Obligations or the Senior Obligations, as the case may be, and (b) all other circumstances bearing upon the risk of nonpayment of the Subordinated Obligations or the Senior Obligations, as the case may be. No Intercreditor Party shall have any present or future duty or responsibility to any other Intercreditor Party to advise them of information known to it regarding the financial condition of Project Company or of any circumstances bearing upon the risk of nonpayment of the Senior Obligations or the Subordinated Obligations. If any such information is conveyed by any Intercreditor Party to any other Intercreditor Party, such Intercreditor Party shall have no continuing duty or responsibility to advise such other Intercreditor Party of any inaccuracy in such information that it subsequently discovers or of any updated or subsequent information, whether or not of like kind. Section 3.6 No Rights of Subrogation. No payment or distribution to the Senior Agent or any Senior Lender shall entitle the Offtaker to exercise any right of subrogation until the Senior Obligations shall have been paid in full. Section 3.7 Application of Payments. All proceeds arising from any Remedial Action with respect to any Senior Collateral (whether or not resulting from or after an Insolvency Proceeding) shall be applied, first, to the payment of the Senior Obligations in the manner provided in the Senior Credit Documents until they have been paid in full in cash and without prejudice to Section 3.3(c), second, to the extent required by Applicable I.aw, to the payment of the Subordinated Obligations until they are paid in full in cash. Senior Agent agrees that prior to any distribution by Senior Agent of any proceeds arising from any Remedial Action to any party other than the Senior Agent and Senior benders, Senior Agent shall notify the Offtaker of such distribution at least fifteen (15)days prior to the distribution to the extent practicable. Page 15 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F Section 3.8 Independent Decisions. Each Intercreditor Party has, independently and without reliance on any other Intercreditor Party, and instead in reliance upon information supplied to it on behalf of the Project Company and upon such other information as it has deemed appropriate, made its own independent decision to enter into its Credit Documents and to enter into its obligations to the Project Company thereunder; and each Intercreditor Party shall, independently and without reliance upon any other Intercreditor Party, continue to make its own independent analysis and decisions in acting or not acting under its Credit Documents and this Agreement; provided, however, it is understood that the Senior Agent is not making any extension of credit and is acting solely at the discretion of the Senior Lenders pursuant to the terms of the Senior Credit Agreement; further, provided, however, that the Offtaker has no obligation to provide any extension of credit. Section 3.9 Turnover of Prohibited Transfers. If any Senior Collateral is received by the Offtaker in violation of the terms of this Agreement, such Senior Collateral shall, without the necessity of demand or request by the Senior Agent, be delivered forthwith by the Offtaker to the Senior Agent for application to the Senior Obligations, in the form received, except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to such other party. Until so delivered, any Senior Collateral shall be held by the Offtaker in trust for the Senior Agent and shall not be commingled with other funds or property of the Offtaker. Section 3.10 Effectiveness During Insolvency Proceeding. This Agreement shall continue in full force and effect notwithstanding any Insolvency Proceeding, and shall apply with full force and effect with respect to all Senior Collateral acquired by the Project Company and to all Senior Obligations and Subordinated Obligations incurred by the Project Company from and after the initiation of any such Insolvency Proceeding. Section 3.11 Amendments. The Offtaker shall not amend, supplement or otherwise modify, without the consent of the Senior Agent, the terms of any of its Subordinated Security Documents, or enter into any other agreement having the effect of doing so in a manner that would adversely affect the rights of the Senior Agent pursuant to this Agreement. Offtaker may also, without the consent of the Senior Agent, amend, supplement or otherwise modify the Subordinated Security Documents to correct any technical errors or omissions contained therein which are also corrected in the Senior Credit Documents. Section 3.12 Indulgences Not Waivers. Neither the failure nor any delay on the part of the Senior Agent or any Senior Lender to exercise any right, remedy, power or privilege hereunder or under any instruments, documents or agreements evidencing or relating to any of the Senior Obligations shall operate as a waiver thereof or give rise to an estoppel, nor be construed as an agreement to modify the terms of this Agreement, nor shall any single or partial exercise of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No consent or waiver by a party hereunder shall be effective unless it is in writing and signed by the party making such consent or waiver, and then only to the extent specifically stated in such writing. Section 3.13 Duration and Termination;Payment Invalidated. Page 16 Error!Unknown document property name. OHSUSA:76I590290.14 APPENDIX F (a) This Agreement shall constitute a continuing agreement and shall terminate with respect to the Senior Agent and the Senior Lenders only upon the final payment in full of each of the Construction Loan Facilities and the Bridge Loan Facilities (each as defined in the Senior Credit Agreement) and the termination of the commitments thereunder. The agreements set forth herein shall remain in full force and effect regardless whether the Offtaker, the Senior Agent or any Senior Lender in the future seeks to rescind, amend, terminate or reform, by litigation or otherwise, its agreements with the Project Company or any other Obligor. The termination of this Agreement shall, subject to clause (b), release fully and irrevocably all parties hereto from any and all liabilities (including, without limitation, the validity of this Agreement on an ongoing basis), duties and responsibilities hereunder to the same extent as if this Agreement had been fully terminated by all the parties hereto, provided that the foregoing shall not release any of the parties with respect to any obligations arising prior to such termination; provided further that this Section 3.13 is subject, and without prejudice, to and shall not release, any rights or obligations the Project Company may have in respect of the Power Purchase Agreement and the Subordinated Security Documents. (b) In the event that this Agreement is terminated with respect to the Senior Agent and the Senior Lenders, as provided in clause (a), and the Senior Agent or any Senior Lender shall be required by a court or other tribunal of competent jurisdiction to disgorge, refund, rebate or otherwise return any amount received with respect to any of the Senior Collateral to any debtor-in-possession or trustee in respect of any Insolvency Proceeding or any other person (whether as the result of such payment constituting, or being alleged to constitute, a preference, a fraudulent conveyance or any other payment required to be disgorged pursuant to any such Insolvency Proceeding) then, in any such event, (i) the terms and conditions of this Agreement shall be reinstated, notwithstanding any prior termination of this Agreement pursuant to this Section, and (ii) all provisions of this Agreement shall once again be operative until all such Senior Obligations are again paid in full in cash. Section 3.14 Subordinated Security Documents and Senior Security Documents. The Offtaker confirms that it has delivered to the Senior Agent true and correct copies of the Subordinated Security Documents, in each case as in effect on the date hereof, and all UCC financing statements and other filings to perfect its security interest in the Senior Collateral. The Senior Agent confirms that it has delivered to the Offtaker true and correct copies of the Senior Security Documents, in each case as in effect on the date hereof, and all UCC financing statements and other filings to perfect its security interest in the Subordinated Collateral. Section 3.15 New Agreement. In connection with any assignment or transfer of any or all of the Senior Obligations (including any refinancing or replacement thereof or any debtor-in- possession financing provided to the Project Company by the Senior Lender), the Offtaker agrees, to execute and deliver an agreement containing terms identical to those contained herein in favor of any such assignee or transferee and, in addition, will execute and deliver an agreement containing terms identical to those contained herein in favor of any third person who succeeds to or replaces any or all of the financing provided under the Senior Credit Documents, Page 17 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F whether such successor financing or replacement occurs by transfer, assignment, "takeout" or any other means or vehicle, in each circumstance to which this Section 3.15 applies, if and only to the extent, Offtaker would be required to execute a new or replacement subordination agreement for the benefit of such parties under the terms of the Power Purchase Agreement. ARTICLE IV MISCELLANEOUS Section 4.1 Conflict. In the event of any conflict between the terms of any of the Senior Credit Documents or the Subordinated Security Documents and the terms of this Agreement, the terms of this Agreement shall control; provided, that this Agreement is not intended to amend or supersede the terms of the Consent. In the event of any conflict between the terms of this Agreement and the Consent, the Consent shall govern and control. The parties hereto acknowledge and agree that, subject to and without limiting the immediately preceding sentence of this Section 4.1, but notwithstanding any other provision of this Agreement, so long as no Default exists under the Power Purchase Agreement upon transfer of the Project or the Project assets pursuant to any foreclosure or sale or conveyance in lieu of foreclosure of the Senior Collateral (it being acknowledged and agreed that if Offtaker irrevocably waives any Default of the Project Company under the Power Purchase Agreement, no such Default shall be deemed to exist), the designee(s) or assignee(s) of the Project or Project Assets shall assume the Project Company's (or its designee's or assignee's) rights under Power Purchase Agreement and the rights and obligations of the parties under the Option Agreement and the Land Option Agreement shall remain in full force and effect. Section 4.2 Benefit of Agreement, etc. This Agreement is entered into only for the benefit of the parties hereto, and their respective successors and assigns, and no benefit shall accrue or is intended with respect to any other third party, including, without limitation, the Project Company or any trustee in bankruptcy for the Project Company. This Agreement is intended only to define the rights and obligations of the Offtaker, on the one hand, and the Senior Agent and the Senior Lenders, on the other hand, in the Senior Collateral and the other matters set forth expressly herein, and this Agreement shall in no way affect or impair the rights and obligations of the Intercreditor Parties or the Project Company under the Power Purchase Agreement, Senior Credit Documents or the Subordinated Security Documents. Section 4.3 Amendment, No Waiver. This Agreement may be amended, modified or supplemented, but only by a written agreement signed by the parties hereto. Any waiver or consent shall be effective only in the specific instance and for the specified purpose for which given. A waiver or consent shall be effective only if it is in writing and signed by the party giving the waiver or consent. Section 4.4 Successors and Assigns. All the covenants, terms and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Offtaker and the Senior Agent. The Offtaker shall not assign all or any part of its rights and obligations under the Subordinated Security Documents to any person unless such person agrees in writing to be bound by all the terms of this Agreement. The Senior Agent shall not assign all Page 18 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F or any part of its rights and obligations under the Senior Security Documents to any person unless such person agrees in writing to be bound by the terms of this Agreement. Section 4.5 Severability. In the event any provision of this Agreement is determined to be void, unlawful, or otherwise unenforceable, that provision shall be severed from the Agreement, and the remainder of this Agreement shall be interpreted and constructed in such a manner as if a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible replaced such severed provision, and the Agreement, as so interpreted and constructed, shall continue to be in full force and effect. If the application of any provision of this Agreement to any person or circumstance is determined to be void, unlawful, or unenforceable, then that provision remains valid, lawful, and enforceable as applied to other persons and circumstances. Section 4.6 Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be delivered personally, by facsimile, as a ".PDF" attachment to an electronic mail, or by reputable express courier service addressed to the relevant party hereto at the address stated below or at any other address notified by the party to the other as its address for purposes of this Agreement. Any communication so given personally and any notice so given by express courier service shall be deemed to have been delivered on the date of receipt of the intended recipient. As proof of such delivery it shall be sufficient to produce a receipt showing personal service or the receipt of a reputable courier company showing the correct address of the addressee. If to the Senior Agent: Deutsche Bank Trust Company Americas Trust and Agency Services 60 Wall Street, 16th Floor MS: NYC60-1630 New York,NY 10005 Attention: Project Finance Agency Services—RE Astoria 2 LLC Fax: 732-578-4636 If to the Offtaker: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attention: Executive Director Facsimile: (626) 704-9461 Tel: (626) 793-9364 Email: bcamahan@scppa.org, shomer@scppa.org, knguyen@scppa.org Section 4.7 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF Page 19 Error!Unknown document property name. OHSUSA7761590290.14 APPENDIX F CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE. Section 4.8 Consent to Jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA AND OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA SITTING IN THE COUNTY OF LOS ANGELES, AND ANY APPELLATE COURT FROM ANY OF THE FOREGOING COURTS FOR PURPOSES OF ALL LEGAL SUITS, ACTIONS, AND PROCEEDINGS ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION OR DEFENSE WHICH IT MAY NOW OR HEREAFTER HAVE TO (A) THE LAYING OF VENUE IN SUCH A COURT, (B) ANY CLAIM THAT SUCH A COURT IS AN INCONVENIENT FORUM, (C) LACK OF PERSONAL, IN REM OR QUASI IN REM JURISDICTION, OR (D) ANY SIMILAR GROUNDS. Section 4.9 Intentionally Omitted. Section 4.10 Counterparts; Electronic Delivery. This Agreement may be executed in one or more counterparts, each of which shall be an original but all of which, taken together, shall constitute only one legal instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart. Section 4.11 Further Assurances. The Offtaker, on the one hand, and the Senior Agent, on the other hand, agree to execute such further documents and agreements as may be reasonably requested by the other to give effect to the purposes of this Agreement. Section 4.12 Reliance. The consent by the Senior Lenders to the execution and delivery of the Subordinated Security Documents and the grant to the Offtaker of a Lien in the Senior Collateral shall be deemed to have been made in reliance upon this Agreement. The Offtaker expressly waives all notice of the acceptance of and reliance on this Agreement by the Senior Agent and the Senior Lenders. Section 4.13 [Reserved]. Section 4.14 Application to Other Agreements between Offtaker and Project Company. The parties hereto acknowledge that this Agreement is not intended to, and shall not, apply to any agreements, contracts or other arrangements (including, without limitation, interconnection agreements, transmission agreements, construction services agreements, easement agreements, and retail service agreements) between Offtaker and the Project Company other than the Subordinated Obligations and the Subordinated Security Documents. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will be deemed to amend or otherwise modify the Project Company's rights and Page 20 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F obligations under and pursuant to the Senior Credit Documents, the Power Purchase Agreement, the Subordinated Security Documents or any other document or instrument entered into between the Project Company and one or more Intercreditor Parties. Further, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will be deemed to amend or otherwise modify the Offtaker's rights and obligations between itself and the Project Company under and pursuant to the Land Option Agreement or any deed of trust that secures the Land Option Agreement. Section 4.15 Acknowledgment by the Project Company. By executing the acknowledgment to this Agreement, the Project Company acknowledges the rights and obligations of the Intercreditor Parties hereunder and shall not, either directly or indirectly, take any action to challenge the enforceability or validity of this Agreement; provided that, except as expressly set forth in this sentence,the Project Company shall have no obligations pursuant to, or liability under or in connection with, the terms of this Agreement. Notwithstanding the foregoing, the Project Company is not a party to this Agreement and a separate acknowledgment by the Project Company shall not be required with respect to any amendment, supplement or waiver hereto; provided that the Project Company, by its acknowledgement hereof, will not be deemed to have acknowledged or agreed to any such amendment, supplement or waiver until it has received a copy of any such amendment, supplement or waiver. [signature pages follow] Page 21 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SENIOR AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties By: Deutsche Bank National Trust Company By: Name: Title: By: Name: Title: -Si Dr-nature Pave to Interereditor and Subordination Agreementl Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F OFFTAKER: SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: Name: Title: POWER AND WATER RESOURCES POOLING AUTHORITY By: Name: Title: CITY OF LODI By: Name: Title: CITY OF CORONA By: Name: Title: fSianature Paae to Intercreditor and Subordination Agreementl Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F CITY OF MORENO VALLEY By: Name: Title: CITY OF RANCHO CUCAMONGA By: Name: Title: [Signature Page to Intercreditor and Subordination Agyeement] Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F ACKNOWLEDGED AND AGREED: RE ASTORIA 2 LLC By: Name: i Title: [Signature Page to Intercreditor and Subordination Agreement] Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F STATE OF } }ss COUNTY OF } On , 2015 before me, , a 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(ties), 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. I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature Commission#: Commission Expiration: EXHIBIT A #4842-0527-7211 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F STATE OF NEW JERSEY ss: COUNTY OF HUDSON On the day of , in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared and Authorized Signatories for Deutsche Bank National Trust Company on behalf of Deutsche Bank Trust Company Americas, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacities, and that by their signatures on the instrument, the individuals, or the persons or entities upon behalf of which the individual acted, executed the instrument. Notary Public 7929378 3 EXHIBIT A #4842-0527-7211 Error!Unknown document property name. OHSUSA:761590290.14 APPENDIX F APPENDIX G Nondisturbance and Attornment Agreement by and among RE Astoria 2 Landco LLC, RE Astoria 2 LLC, Southern California Public Power Authority, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, City of Rancho Cucamonga and Deutsche Bank Trust Company Americas [TO BE ATTACHED] Recording requested by and After recording return to: RE ASTORIA 2 LLC c/o Recurrent Energy, LLC 300 California Street, 7th Floor San Francisco, California 94104 Attention: Office of the General Counsel NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is entered into as of , 2015, by and among RE ASTORIA 2 LANDCO LLC, a Delaware limited liability company ("Owner"); RE ASTORIA 2 LLC, a Delaware limited liability company ("Lessee'.); SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ("SCPPA"), a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the California Joint Exercise of Powers Act (California Government Section 6500 et seq.) (the "Act"), the POWER AND WATER RESOURCES POOLING AUTHORITY ("PWRPA"), a joint powers authority and a public entity organized under the laws of the State of California and created under the provisions of the Act, the CITY OF LODI ("Lodi"), a California municipal corporation organized and existing under the laws of the State of California,the CITY OF CORONA ("Corona"), a California municipal corporation organized and existing under the laws of the State of California, the CITY OF MORENO VALLEY ("Moreno Valley"), a California municipal corporation organized and existing under the laws of the State of California, and the CITY OF RANCHO CUCAMONGA ("Rancho Cucamonga"), a California municipal corporation organized and existing under the laws of the State of California(SCPPA, PWRPA, Lodi, Corona, Moreno Valley, and Rancho Cucamonga, collectively, "Fee Secured Party") and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties (as defined in the Credit Agreement (defined below)) (together with its successors and permitted assigns and in such capacity, "Collateral Agent"). RECITALS: A. Owner and Lessee entered into an Amended and Restated Land Lease dated as of October 15, 2015 (as it may be amended, modified or supplemented, the "Lease") as evidenced by the certain Memorandum of Amended and Restated Land Lease dated as of October 15, 2015 and recorded on October 21, 2015 as Instrument No. 0215147688 of the real property records of Kern County, California(the"Official Records"), which Lease covers certain real property located in Kern County, California (the "Pro e "), for the development, construction and operation by Lessee of a solar energy project(the"1'ra=jC")pursuant to the terms of the Lease. B. Fee Secured Party is the beneficiary of a Deed of Trust, Security Agreement and Fixture Filing executed by Owner in favor of Stewart Title of California, Inc., a California #4829-7546-3714vl1 OHSUSA:763391539.4 APPENDIX G corporation, as Trustee, for the benefit of Fee Secured Party, dated as of and recorded on as Instrument No. of the Official Records (as the same may have been or may hereafter be amended, modified, renewed, extended or replaced, collectively,the"Deed of Trust"). C. Fee Secured Party and Owner have entered into that certain Land Option Agreement dated as of May 13, 2015 (the "Land Option Agreement"), a memorandum of which was recorded in the Official Records on as Instrument No. pursuant to which Owner has granted Fee Secured Party an option (the "Land Purchase O tp ion") to purchase the Property in accordance with the terms and conditions thereof. D. Lessee is entering into that certain Credit Agreement dated as of 2015 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), with the financial institutions party thereto (the "Leasehold Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (together with its successors and assigns in such capacity, the "Administrative Agent"), pursuant to which the Leasehold Lenders have agreed to make loans to Lessee on the terms and conditions set forth therein, which loans will be secured by a leasehold deed of trust ("Leasehold DOT") granted by Lessee for the benefit of Collateral Agent. AGREEMENT: 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. For purposes of this Agreement, the term "Lease" shall mean the Lease, as modified by that certain Consent, Estoppel and Agreement dated as of the date hereof among Owner, Lessee and Collateral Agent. 2. Non-Disturbance. (a) Fee Secured Party hereby agrees, on behalf of itself, any purchaser at a foreclosure sale or any other person or entity to whom Owner's interest in the Property passes from Owner by operation of law or any other means, that if Fee Secured Party or any of the foregoing persons or entities, purchases at a foreclosure or otherwise, such that it becomes the successor to Owner as owner of the Property claiming by or through Fee Secured Party, any assignee or successor-in-interest to Fee Secured Party, so long as no Event of Default (as defined under the Lease) by Lessee exists, for avoidance of doubt, taking into account all applicable notice, grace and cure periods set forth therein, including, without limitation, Collateral Agent's cure rights that are specified for secured lenders under the Lease, (i)the Lease shall continue in full force and effect as a direct agreement between Fee Secured Party(or any assignee or successor-in-interest to Fee Secured Party or any person or entity that becomes the successor to Owner as owner of the Property) and Lessee and/or Collateral Agent, as the case may be, and(ii) Lessee's quiet possession and occupancy of the Property and Lessee's and Collateral Agent's rights and privileges under the Lease shall not be disturbed by Fee Secured Party, any assignee or successor-in-interest to Fee Secured Party or any -2- NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G person or entity that becomes the successor to Owner as owner of the Property claiming by or through Fee Secured Party, any assignee or successor-in-interest to Fee Secured Party. Fee Secured Party shall not join Lessee as party to any action or proceeding brought as a result of a default by Owner under the Deed of Trust or any other document associated with the Deed of Trust, unless such joinder is required in order to complete the action or proceeding. In the event the Collateral Agent or any of the Secured Parties acquire Lessee's interest in the Lease by foreclosure, deed in lieu of foreclosure, or otherwise, Fee Secured Party shall recognize the Collateral Agent or the Secured Parties as having all rights of Lessee under the Lease and this Agreement. (b) If Owner's interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any assignee or successor to Fee Secured Party, including, without limitation, any purchaser at a foreclosure sale, Fee Secured Party, Fee Secured Party's assignees, or successors-in-interest, or the purchaser at the foreclosure sale shall take the Property subject to the Lease and, subject to the terms of this Section 2(b), shall be bound by all of the undischarged obligations of Owner under the Lease occurring after such foreclosure or other action; provided, however, that Fee Secured Party shall not be bound by any obligation to pay for any damages caused by Owner under the Lease, shall not(i)be obligated cure or pay for any uncureable defaults of Owner under the Lease that occurred prior to the date of the transfer of title, (ii) be obligated to pay for any allowances or other amounts under the Lease owed to Lessee that occurred prior to the date of the transfer of title, (iii) be bound by any amendments to the Lease not received by Fee Secured Party prior to the date of any such foreclosure or other action nor consented to by the Fee Secured Party, or (iv) be bound by any prepayment of rent more than one month in advance. (c) Fee Secured Party hereby agrees to give to Lessee and Collateral Agent copies of all notices of Owner's default(s) under the Deed of Trust concurrently with Fee Secured Party giving any such notice of default to Owner. Each of Owner and Lessee hereby agrees to give to Fee Secured Party copies of all notices of either Lessee's or Owner's default(s) under the Lease concurrently with either Owner or Lessee giving any such notice of default to Lessee or Owner, as the case may be. Lessee and Collateral Agent shall have the right at their respective option, but not the obligation, to remedy any Owner default under the Deed of Trust, or to cause any default of Owner under the Deed of Trust to be remedied. Fee Secured Party shall accept performance by Lessee or Collateral Agent of any term, covenant, condition, or agreement to be performed by Owner under the Deed of Trust with the same force and effect as though performed by Owner. (d) Except to the extent of the rights set forth in (i) the Power Purchase Agreement dated July 23, 2014 between Fee Secured Party and Lessee (including, but not limited to, the Project Purchase Option and the Right of First Offer defined therein), (ii) the Land Option Agreement between Fee Secured Party and Owner, (iii)the Option Agreement dated as of September 29, 2015 between Fee Secured Party and Lessee, which provides Fee Secured Party with a purchase option to purchase the Project, (iv)the liens granted pursuant to the Deed of Trust, and the Leasehold DOT(but subject to the terms of the Intercreditor and Subordination Agreement, dated as of the date hereof, between Fee Secured Party and the Collateral Agent), Fee Secured Party hereby agrees that it has no interest in and to the Project, or any equipment, improvements, or fixtures owned or installed by Lessee or its affiliates,successors, assigns, or transferees on the Property leased to Lessee relating to the Project, whether real, personal, or mixed, and that any equipment, improvements, or fixtures -3 - NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G owned or installed by Lessee or its affiliates, successors, assigns, or transferees on the Property leased to Lessee relating to the Project shall remain the property of Lessee and shall be removable by Lessee at any time, subject to the terms and conditions of the Lease. 3. Attornment. (a) If the interest of Owner in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure,or in any other way,action, or proceeding,or by any assignee or successor to Fee Secured Party, including,without limitation, any purchaser at a foreclosure sale, Lessee shall attorn to Fee Secured Party, or its successors and assigns, said attornment to be effective and self-operative immediately upon Fee Secured Party's or its successor's or assign's succeeding to the interests of Owner in the Lease without the execution of any other instruments on the part of any party hereto. (b) Owner hereby irrevocably authorizes and directs Lessee, upon receipt from Fee Secured Party of written notice that Fee Secured Party has acquired Owner's fee interest in the Property,to pay all rents and other monies payable by Lessee under the Lease to or as directed by Fee Secured Party. Owner irrevocably releases Lessee from any liability to Owner for all payments so made. Lessee agrees that, upon receipt of such notice, it will pay all monies then due and becoming due from Lessee under the Lease to or as directed by Fee Secured Party, notwithstanding any provision of the Lease to the contrary. Such payments shall continue until Fee Secured Party directs Lessee otherwise in writing. (c) If the interest of the Lessee in the Lease is acquired by the Collateral Agent or any successor or assign of the Collateral Agent's interest in the Leasehold DOT,whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any assignee or successor to Collateral Agent, including, without limitation, any purchaser at a foreclosure sale, Collateral Agent or such successor, as Lessee, shall attorn to the Owner or the party holding the interest of the Owner in the Lease, or its successors and assigns, said attornment to be effective and self-operative immediately upon Collateral Agent's or its successor's or assign's succeeding to the interests of Lessee in the Lease without the execution of any other instruments on the part of any party hereto-; provided, however,that the Collateral Agent or such successor shall not be bound by any obligation to pay for any damages caused by Lessee under the Lease, shall not(i)be obligated to cure or pay for any uncureable defaults of Lessee under the Lease, (ii) be obligated to pay for any other amounts under the Lease owed to Owner prior to the date of the transfer of title, or ; (iii) be bound by any amendments to the Lease not received by the Collateral Agent prior to the date of such foreclosure or other action not consented to by the Collateral Agent. 4. Land Option Agreement. For avoidance of doubt, if Fee Secured Party exercises the Land Purchase Option to purchase the Property pursuant to the Land Option Agreement,Fee Secured Party shall take title to the Property subject to the terms and conditions of the Lease,this Agreement and any amendment or modification thereof in effect as of the time when such purchase is consummated. 5. General Provisions. I (a) Any notice or other required communication hereunder shall be in writing and - 4- NONDISTURBANCE AND ATTORNMENT AGREEMENT I #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G may be given by delivering in person,reliable overnight courier,or mailing the same by registered or certified mail,return receipt requested,addressed to the intended party at its address as set forth below. Any party may designate a new address by notice in writing to the other parties. Any notice given in accordance herewith shall be effective on the date of receipt or rejection in the case of reliable overnight courier or registered or certified mail. Owner: RE ASTORIA 2 LANDCO LLC 300 California Street 71h Floor San Francisco, CA 94104 Attention: Office of the General Counsel Lessee: RE ASTORIA 2 LLC 300 California Street 71h Floor San Francisco,CA 94104 Attention: Office of the General Counsel Fee Secured Party: Collateral Agent: (b) This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of each of the parties hereto. The term "Fee Secured Party" shall include the respective holders from time to time of the Deed of Trust, and the terms"Owner" and"Lessee" shall include the successors, assignees, or holders from time to time of the landowner's interest in the Property, and the successors, assignees, or holders from time to time of the Lessee's interest in the Lease. (c) Each party shall, from time to time, take such actions, execute such documents and agreements, and provide such certificates as any other party may reasonably request to carry out and fulfill the transactions, and permit the exercise and performance of the rights and obligations, as are contemplated hereunder, and to effectuate the purpose and intent of this Agreement. -5 - NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G (d) This Agreement shall be governed by, and construed under, the laws of the State of California. This Agreement may not be amended or modified except by an agreement in writing signed by the all of the parties hereto. Each party may freely assign its rights and obligations hereunder, provided, however,(i) the rights and obligations may not be assigned or delegated to multiple parties by a party to this Agreement,(ii)the rights and obligations of Fee Secured Party may not be assigned or delegated separate from the interest of the Fee Secured Party in the Deed of Trust, and (iii) the rights and obligations of Collateral Agent may not be assigned or delegated separate from the interest of the Collateral Agent in the Leasehold DOT. If any action or proceeding is brought by any party against any other party arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. (e) Lessee shall cause this Agreement to be recorded in the applicable recording office in Kern County, California where the Property is located. Each of Owner and Fee Secured Party agrees to execute, acknowledge and deliver such further instruments as Lessee or Collateral Agent may request to allow for the proper recording of this Agreement or to otherwise accomplish the purposes of this Agreement. (f) All references to the Collateral Agent contained herein refer to the Collateral Agent not acting in its individual capacity but solely as Collateral Agent acting at the written direction of the Secured Parties. [signatures on following pages] -6- NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G IN WITNESS WHEREOF,the parties have executed this Non-Disturbance Agreement as of the day and year first above written. OWNER: RE ASTORIA 2 LANDCO LLC, a Delaware limited liability company By: Name: Title: 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 ) ss: COUNTY OF ) On , 2015 before me, , (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT 94829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G LESSEE: L)aWalre Z QC llmlted liability company Name: Title: A notary cOlnpletin public or only th g this other e Identity Of certificate officer cegned the do thedi verifies tr rh, e is current to �'Idual Who uthfulnes attached Which this that d0pumentacc acx or an alinot the Y Of STATE OF CALIFp CO RNIA UNTY OF On 241s � ss: bersonally a before me, as1 ppeared �inse,t name an lnstrs ofsatisfact ulnent ory ei, d title of and enc author- ca acknowled e to be the the officer) the entity upon be't jies), and od to me a on�s� whOs I cent, f°f Which t by bIs/h the/she/t e nalrlets , who } f0regoi g pia r pE1�rALT the person�s�aceir to e Is/are Pro ved su to WITNESS ,I graph is tru Y OF PER tells gxectute t on tie 1 he ame b n to thew e T NESS My hand an e and correct UR�' under the 1 d the InstrumCnt lent the p With Signature, d°ffcial seal. aws of the state (s), or [Seal] o f Cali fornia that the SIC signatures continue o AT 17 the folloWb ina N URF PAGE T page 'I-'SUSA:""'1539.4 NONDIST DANCE AND ATT ORmENT AGkI3EM E1VT #4829_7546 3714V11 APpFNolX G FEE SECURED PARTY: SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers authority and a public entity organized under the laws of the State of California and created under the provisions of the Act By: Name: Title: 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 ) ss: COUNTY OF ) On , 2015 before me, (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G POWER AND WATER RESOURCES POOLING AUTHORITY, a joint powers authority and a public entity organized under the laws of the State of California and created under the provisions of the Act By: Name: Title: 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 ) SS: COUNTY OF ) On , 2015 before me, (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G CITY OF LODI, a California municipal corporation organized and existing under the laws of the State of California By: Name: Title: 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 ) ss: COUNTY OF ) On , 2015 before me, , (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G CITY OF CORONA, a California municipal corporation organized and existing under the laws of the State of California By: Name: Title: 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 ) ss: COUNTY OF ) On , 2015 before me, , (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT 94829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G CITY OF MORENO VALLEY, a California municipal corporation organized and existing under the laws of the State of California By: Name: Title: 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. STATF,OF CALIFORNIA ) ss: COUNTY OF ) On , 2015 before me, (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMINT AGREEMENT #4829-7546-3714v11 OHSUSA.763391539.4 APPENDIX G CITY OF RANCHO CUCAMONGA, a California municipal corporation organized and existing under the laws of the State of California By: Name: Title: 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 ) ss: COUNTY OF ) On , 2015 before me, (insert name and title of the officer) 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. I 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. Signature: [Seal] [signatures continue on the following page] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICA, a By: Name: Title: 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 ) ss: COUNTY OF ) On 2015 before me, (insert name and title of the officer) 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. I 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. Signature: [Seal] SIGNATURE PAGE TO NONDISTURBANCE AND ATTORNMENT AGREEMENT #4829-7546-3714v11 OHSUSA:763391539.4 APPENDIX G EXHIBIT A TO SUBORDINATION,NON-DISTURBANCE AND ATTORNMENT AGREEMENT Property Description PARCEL 1: (Lease Area) LAND LEASE AREA A REAL PROPERTY IN THE COUNTY OF KERN, STATE OF CALIFORNIA, BEING A PART OF THE SOUTHWEST QUARTER OF SECTION 28 AND THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 9 NORTH, RANGE 15 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 29, THENCE EASTWARDLY ALONG THE NORTHERLY LINE OF SAID SOUTHEAST QUARTER, S.89°46'01"E., 45.00 FEET;THENCE S.00°30'08"E., 45.00 FEET TO THE POINT OF BEGINNING; THENCE EASTWARDLY 45.00 FEET SOUTH OF AND PARALLEL TO SAID NORTHERLY LINE, S.89°46'01"E., 1138.37 FEET; THENCE S.00°35'59"E., 100.01 FEET; THENCE EASTWARDLY, 145.00 FEET SOUTH OF AND PARALLEL TO SAID NORTHERLY LINE, S.89°46'01"E., 1441.57 FEET; THENCE EASTWARDLY, 145.00 FEET SOUTH OF AND PARALLEL TO THE NORTHERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 28, N.89°57'28"E., 2238.68 FEET; THENCE S.00°00'20"E., 828.29 FEET; THENCE N.89°59'05"E., 333.18 FEET; THENCE SOUTHWARDLY, 65.00 FEET WEST OF AND PARALLEL TO THE EASTERLY LINE OF SAID SOUTHWEST QUARTER, S.01°06'50"E., 345.79 FEET; THENCE S.89°17'38"W., 38.69 FEET; THENCE S.00°38'22"W., 1264.35 FEET; THENCE WESTWARDLY, 55.00 FEET NORTH OF AND PARALLEL TO THE SOUTHERLY LINE OF SAID SOUTHWEST QUARTER, S.89°08'33"W., 2494.04 FEET; THENCE WESTWARDLY, 55.00 FEET NORTH OF AND PARALLEL TO THE SOUTHERLY LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 29, N.89°39'08"W., 2570.89 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST; THENCE ALONG SAID CURVE WITH A RADIUS OF 20.00 FEET AND CENTRAL ANGLE OF 89°09'00"AN ARC LENGTH OF 31.12 FEET; THENCE NORTHWARDLY, 45.00 FEET EAST OF AND PARALLEL TO THE WESTERLY LINE OF SAID SOUTHEAST QUARTER, N.00°30'08"W., 2549.51 FEET TO THE POINT OF BEGINNING. AFFECTS A PORTION OF APN'S 261-211-06, 261-230-12, 261-230-28, 261-230-29, 261-230-30, 261-230-31, 261-230-32, 261-230-33, 261-230-38, 261-230-39, 261-230-40 AND 261-230-41 CONTAINING 12,457,729.030 SQUARE FEET OR 285.990 ACRES MORE OR LESS. LAND LEASE AREA B REAL PROPERTY IN THE COUNTY OF KERN, STATE OF CALIFORNIA, BEING A PART OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 32 AND THE NORTHWEST QUARTER AND THE NORTH HALF OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 9 NORTH, RANGE 15 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE UNICORPORATED AREA OF THE COUNTY OF KERN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: EXHIBIT A #4842-0527-7211 Error!Unknown document property name. OFISUSA:763391539.4 APPENDIX G COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 33, THENCE WESTWARDLY ALONG THE NORTHERLY LINE OF SAID NORTHWEST QUARTER, S.89°08'32"W., 144.05 FEET; THENCE SOUTHWARDLY PARALLEL TO THE EASTERLY LINE OF SAID NORTHWEST QUARTER, S.00°38'22"W., 55.02 FEET TO THE POINT OF BEGINNING; THENCE SOUTHWARDLY PARALLEL TO THE EASTERLY LINE OF SAID NORTHWEST QUARTER, S.00°38'22"W., 676.46 FEET; THENCE S.44°21'41"E., 74.24 FEET; THENCE S.00°40'17"W., 1991.29 FEET; THENCE N.89°47'00"E., 47.62 FEET; THENCE SOUTHWARDLY, 45.00 FEET WEST OF AND PARALLEL WITH THE EASTERLY LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 33, S.00°38'22"W., 1240.28 FEET; THENCE WESTWARDLY, 20.00 FEET NORTH OF AND PARALLEL WITH THE SOUTHERLY LINE OF SAID NORTH HALF, S.89°41'01"W., 2586.20 FEET; THENCE N.89°24'14"W., 29.64 FEET; THENCE SOUTHWARDLY, 30.00 FEET WEST OF AND PARALLEL WITH THE EASTERLY LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 32, S.01°10'03"W., 1286.17 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHWEST; THENCE ALONG SAID CURVE WITH A RADIUS OF 20.00 FEET AND CENTRAL ANGLE OF 89°31'59" AN ARC LENGTH OF 31.25 FEET; THENCE WESTWARDLY, 55.00 FEET NORTH OF AND PARALLEL WITH THE SOUTHERLY LINE OF SAID SOUTHEAST QUARTER, N.89°17'58"W., 1594.07 FEET TO THE WESTERLY LINE OF THE EAST 10.00 ACRES OF THE SOUTHWEST QUARTER OF SAID SOUTHEAST QUARTER; THENCE NORTHWARDLY ALONG SAID WESTERLY LINE, N.00°56'45"E., 1283.02 FEET TO THE SOUTHERLY LINE OF THE NORTH HALF OF SAID SOUTHEAST QUARTER; THENCE WESTWARDLY ALONG SAID SOUTHERLY LINE, N.89°24'14"W., 952.93 FEET; THENCE NORTHWARDLY, 45.00 FEET EAST OF AND PARALLEL WITH THE WESTERLY LINE OF THE NORTH HALF OF THE SOUTHEAST QUARTER AND THE NORTHEAST QUARTER OF SAID SECTION 32, N.00°43'23"E., 2668.95 FEET TO THE SOUTHERLY LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 32; THENCE EASTWARDLY ALONG SAID SOUTHERLY LINE, S.89°34'47"E., 1278.26 FEET TO THE SOUTHEAST CORNER OF SAID NORTHWEST QUARTER; THENCE NORTHWARDLY ALONG THE EASTERLY LINE OF SAID NORTHWEST QUARTER, N.00°29'32"E., 1279.28 FEET; THENCE EASTWARDLY, 55.00 FEET SOUTH OF AND PARALLEL WITH THE NORTHERLY LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 32, S.89°39'08"E., 1318.61 FEET;THENCE EASTWARDLY, 55.00 FEET SOUTH OF AND PARALLEL WITH THE NORTHERLY LINE OF THE NORTHWEST QUARTER OF SAID SECTION 33, N.89°08'32"E., 561.03 FEET; THENCE S.00°27'06"W., 412.36 FEET; THENCE EASTWARDLY AND PARALLEL WITH SAID NORTHERLY LINE, N.89°08'32"E., 756.70 FEET; THENCE N.00°27'06"E., 412.36 FEET; THENCE EASTWARDLY, 55.00 FEET SOUTH OF AND PARALLEL WITH SAID NORTHERLY LINE, N.89°08'32"E., 1174.17 FEET TO THE POINT OF BEGINNING. AFFECTS A PORTION OF APN'S 261-213-11, 261-213-19, 261-213-25, 261-213-49, 261-213-51, 261-213-53, 261-213-54, 261-213-55, 261-213-56, 261-250-16, 261-250-27, 261-250-28, 261-250-45, 261-250-47 AND 261-250-48 CONTAINING 20,453,642.161 SQUARE FEET OR 469.551 ACRES MORE OR LESS. LAND LEASE AREA C REAL PROPERTY IN THE COUNTY OF KERN, STATE OF CALIFORNIA, BEING A PART OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 9 NORTH, RANGE 15 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE UNICORPORATED AREA OF THE COUNTY OF KERN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, THENCE NORTHWARDLY ALONG THE WESTERLY LINE OF SAID SOUTHEAST QUARTER, N.00°54'14"E., 55.01 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID WESTERLY LINE, N.00°54'14"E., 1283.87 FEET TO THE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE EASTWARDLY ALONG THE NORTHERLY LINE OF SAID SOUTHEAST QUARTER, N.89°41'01"E., 1270.51 FEET; THENCE SOUTHWARDLY, 45.00 FEET WEST OF AND PARALLEL WITH THE EASTERLY LINE OF SAID SOUTHEAST QUARTER, S.00°38'22"W., 1262.15 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE EXHIBIT A #4842-0527-7211 Error!Unknown document property name. oxsuSA 76339!s39.4 APPENDIX G NORTHWEST; THENCE ALONG SAID CURVE WITH A RADIUS OF 20.00 FEET AND CENTRAL ANGLE OF 88°57'21"AN ARC LENGTH OF 31.05 FEET; THENCE WESTWARDLY, 55.00 FEET NORTH OF AND PARALLEL WITH THE SOUTHERLY LINE OF SAID SOUTHEAST QUARTER, S.89°35'43"W., 1256.83 FEET TO THE POINT OF BEGINNING. AFFECTS A PORTION OF APN 261-213-25 CONTAINING 1,633,260.518 SQUARE FEET OR 37.495 ACRES MORE OR LESS. EXHIBIT A #4842-0527-7211 Error!Unknown document property name. OHSUSA:763391539.4 APPENDIX G RECEIVED Nov 1'2 2015 CITY AD TRP,TION RECEIVED ` NOV 12 2015 STAFF REPORT CITY CI_ERIt'S OFFICE VERNON POLICE DEPARTMENT DATE: November 17, 2015 TO: Honorable Mayor and Council Members FROM: Daniel Calleros, Chief of Police FJ RE: Recommendation to Withdraw from the Los Angeles Regional Interoperable Communications System Joint Powers Authority Recommendation A. Find that approval of the proposed notice to withdraw from the Los Angeles Regional Interoperable Communications System(LA-RICS) Joint Powers Authority action is exempt from California Environmental Quality Act("CEQA")review,because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a"project" as defined by CEQA Guidelines section 15378, and; B. Authorize the City Administrator to issue a notice to the Los Angeles Regional Interoperable Communications System (LA-RICS) Joint Powers Authority of determination to withdraw from the LA-RICS board. Background In 2009, the City of Vernon joined the Los Angeles Regional Interoperable Communications System (LA-RICS)Joint Powers Authority(JPA) alongside over 80 other independent cities and agencies in support of the LA-RICS project. At the time of executing the Agreement,the JPA had no anticipated fiscal impact on the City and the Agreement provided the City with the option to withdraw from the JPA without cost within a specified time period following approval of a Funding Plan. The LA-RICS seeks to establish both a Land Mobile Radio (LMR) system and a Public Safety Broadband Data(LTE) system to support the communications needs of more than 34,000 first responders and other critical personnel within the Los Angeles region. The vision of LA-RICS is to create a unified system that will allow communication between agencies during day-to-day operations as well as during emergencies and catastrophic events. Due to grant funding time requirements, LA-RICS has shifted its primary focus to the LTE system with construction that began in late 2014. LA-RICS anticipates having the LTE system operational by late 2015 or early 2016, with the LMR system to follow in three(3) or four(4) years. At the formation of the LA-RICS JPA, there was no accurate estimation as to the construction or operational costs of the systems. Recently, participating agencies where given hard numbers of estimated costs. However, there is vagueness in technical system designs given delays and conflicts with installation approvals of LTE towers within the LA County region. A key provision of the LA-RICS Joint Powers Agreement is that construction of the system could not begin until after the adoption of a Funding Plan that specifies a means or formula for funding the construction, operation, and maintenance of the system, and include an allocation of costs among members. On March 7, 2014, a Funding Plan was released to the JPA membership for 60-day review and comment. Feedback from JPA membership resulted in the release of a modified Funding Plan reflecting an annual operational fee and a 50%population-50% geography assessment formula. Absent endorsement from the JPA's Finance Sub-Committee, the Plan was submitted to the JPA's Governance Board and ultimately adopted on May 28, 2014. In a separate motion, the Board adopted a 180-day, opt-out period for JPA members. On August 21, 2014, the Board extended the deadline for submission of written notices of withdrawal to November 23, 2015. Additionally, LA-RICS notified its membership that Member Funded JPA Operations costs, through November 23, 2015, would be advanced by the County of Los Angeles. Agencies that withdraw prior to the November 23, 2015, deadline will not be liable for any costs incurred by the JPA. The approved Funding Plan establishes the estimated cost for the City of Vernon to participate in the LA-RICS system for police and fire radio and data services at$665,591 through FY 2031/32. Below is a summary of Vernon's estimated LA-RICS membership costs based on the revised Funding Plan adopted on October 8, 2015. The revised funding plan eliminated the required hard match that was initially proposed in March 2014. Additionally, LA-RICS agreed to freeze costs as published in the October 2015 funding report should additional cities elect to opt out of the JPA. FISCAL YEAR JPA OPERATIONS LMR LTE TOTAL 2014/15 $488 $0 $0 $488 2015/16 $980 $0 $3,922 $4,902 2016/17 $999 $0 $14,636 $15,635 2017/18 $1,019 $2,414 $14,971 $18,404 I 2018/19 $1,040 $14,474 $15,238 $30,752 . 2019/20 $1,061 $14,204 $16,008 $31,273 2020/21 $1,082 $28,330 $16,128 $45,540 2021/22 $1,103 $28,381 $16,419 $45,903 2022/23 $1,126 $28,273 $16,715 $46,114 2023/24 $1,148 $28,167 $17,017 $46,332 2024/25 $1,171 $28,221 $17,325 $46,717 2025/26 $1,194 $28,117 $17,640 $46,951 2026/27 $1,218 $28,174 $17,961 $47,353 2027/28 $1,243 $28,231 $18,288 $47,762 2028/29 $1,268 $28,130 $18,622 $48,020 2029/30 $1,293 $28,190 $18,9621 $48,445 2030/31 $1,319 $28,252 $17,7081 $47,279 2031/32 $1,345 $28,314 $18,062 $47,721 I TOTAL $20,097 $369,8721 $275,6221 $665,591 It is important to note that the LA-RICS projects is severely behind schedule and there is no confirmation as to when the system will be operational given the number of delays. Most recently in early 2015, several cities within the LA County area declined placement of a tower/monopole in specified areas to provide full coverage for the proposed radio and data system. The reduction of tower/monopole in specified areas will degrade the coverage for the LA-RICS. The "reach" of the LMR system transmitter equipment is substantially farther than the LTE system. Loss of a LMR"fill in"site will marginalize coverage in the close geographical areas. Loss of a principle LMR site will require identification of an alternate site and loss of any LTE site will create a gap in coverage thus minimizing full radio and data coverage as anticipated. Since 2014, numerous member agencies have already taken steps to withdraw for the LA-RICS JPA which include: Alhambra, Azusa, Bell Gardens, Beverly Hills, Burbank, Calabasas, El Segundo, Gardena, Glendora, Glendale, Long Beach, Pomona, San Marino, Santa Clarita, Santa Monica, South Pasadena, Rancho Palos Verdes, and Torrance. Additionally, if certain strategic assets and locations are lost by members withdrawing, the system coverage may need to be redesigned. Presently, the Vernon Police Department (VPD) operates its own independently operated radio system on channels for which the City holds FCC licenses. The Vernon Fire Department(VFD) currently operates on a private conventional analog UHF and VHF radio network communications with Downey Fire as well as the Cities of Compton, Santa Fe Springs, and La Habra Heights. Vernon Fire radio maintenance and management of the systems cost is currently shared through a joint powers agreement with the participating cities. VPD operates on a VHF radio system with the ability to communicate with neighboring agencies that also operate on VHF, and those on UHF through the use of UHF band radios installed in patrol vehicles. Neighboring police agencies operating on VHF channels are programmed into VPD radios. From an operational standpoint, Land Mobile Radio (LMR) communication is the primary tool for day-to-day and emergency operations within the City of Vernon, with LTE serving as a supportive/secondary method for transmitting information. It is anticipated that VPD will need to upgrade the current aging radio communications system within the next 5 (five)years at a cost estimated at S350,000.00. The Land Mobile Radio (LMR) design of the LA-RICS project is based on a hybrid system operating primarily on UHF channels as well as 700MHz spectrum. VPD (and other agencies operating on VHF systems)would be supported by a subsystem, the Los Angeles Regional Tactical Communications Subsystem(LARTCS), which promises to provide unspecified interoperating connectivity. To date there have been no specific details provided as to the geographical coverage, connectivity, operation and reliability we could expect from LARTCS. To fully participate in the LA-RICS LMR system, VPD would require replacement of dispatch consoles, some hand-held portable radios, some vehicle mobile radios, and other necessary infrastructure for migration to a compatible system (700 MHz or UHF). The cost for this upgrade is estimated to be in excess of$100,000.00. Additionally, LA-RICS asserts that members with terrain features or large structures that inhibit radio transmission may experience service interruptions, and that they(the member) may be responsible for the costs of building and maintaining facilities (radio towers. etc.)to fill those coverage gaps. Under the terms of the Funding Plan, members will continue to be responsible for the costs of buying, maintaining, operating, and replacing: portable radios, mobile radios,base stations and dispatch consoles. Current average annual costs for the VPD and VFD radio systems are based on annual maintenance (service agreements) and equipment replacement costs as needed. These costs average $25,000 annually for Police and Fire. An attractive feature of the proposed LA-RICS system is that it offers increased coverage for local agencies into a countywide radio system. However, there is presently a regional radio communications system already in operation in Los Angeles County. The Interagency Communications Interoperability System (ICIS) was established in 2003 and is comprised of the cities of Azusa, Beverly Hills, Burbank, Covina, Culver City, Glendale, Glendora, Irwindale, La Verne, Montebello, Pasadena, Pomona, and West Covina, in addition to numerous subscriber cities. Several other agencies are currently exploring the option of joining the ICIS system for police and other radio communications. The current annual cost of membership to ICIS is estimated at $35,000 to $40,000. Participation in ICIS would require similar radio system upgrades as the LA-RICS system. In addition, the LA County Police Chief s Association has obtained grant funding for the installation of an ICIS radio communication tower designated for the City of Vernon to provide enhanced ICIS radio coverage for the Southeast region. It is estimated that the ICIS radio tower will be installed by May 2016. VPD and VFD are currently exploring the option of joining the ICIS system for regional radio capabilities. As for LTE coverage, the City of Vernon currently subscribes for data services with Verizon Wireless, a nationwide network. Verizon has been responsive to service issues and upgrade requests at minimal to no cost. As LTE technology has advanced, the VPD has not had to make capital investments into the LTE system, as Verizon Wireless has made such upgrades as part of its business plan. It is important to note that the City's current subscription with Verizon provides unlimited data and does include some degree of priority access although in major emergency or disaster situations, LTE service is not guaranteed. To date, the City has not experienced any disruptions in service due to disaster or emergency situations. It should be noted that the grant for the LA-RICS LTE system requires that LA-RICS services must be offered to non-member agencies on a subscription basis, which LA-RICS has not been advertising publicly. Joining LA-RICS on a subscriber basis after the project is completed may be a viable option should the City become dissatisfied with the LTE services of commercial carriers. The Funding Plan does not include the cost of equipment upgrades for member agencies. In order to participate in the LA-RICS LTE network, member agencies will need to replace the current LTE devices from commercial carriers (Verizon), to new modems compatible with the LA-RICS LTE system. In addition to purchase costs, the new devices would need to be configured and installed in each police and fire vehicle at a cost of approximately$600 to $750 per unit. There will be additional costs for data routing and security as well as associated labor costs. Due to the on-going issues and uncertainties with development the LA-RICS project, the costs associated with membership and the limitations identified within the current systems, staff does not believe it is in the best financial, technical, and operational interests of the City of Vernon to remain a member of LA-RICS: thus, it is recommending withdrawal from the LA-RICS JPA. Fiscal Impact There is no cost to withdraw from the LA-RICS JPA prior to November 23, 2015. If the City elects to remain in the JPA, the financial impacts are as estimated above. Attachment(s) None RECEIVED . 4 NOV t 2 205 RECEIVED CITY ADMINISTRATION Nov 12 ZF FF�� STAFF REPORT �� L � 'WORKS, WATER & DEVELOPMENT SERVI E DEPARTMENT Fna DATE: November 17,2015 TO: Honorable Mayor and City Council 54jw" FROM: Samuel Kevin Wilson,Director of Public Works,Water & Development Services Originator: Lissette Melendez,Associate Engineer RE: Proposed Street Vacation—Portion of Seville Avenue(between Leonis and 50') Recommendation A. Preliminary authorization for the Public Works, Water& Development Services Department to proceed with relevant procedures in consideration of vacating a portion of Seville Avenue (Leonis Blvd. to 50" St.) in accordance with Division 9 of the Streets and Highways Code, otherwise known as the Public Streets, Highway and Service Easements Vacation Law for a portion of Seville Avenue and set a hearing for such matter on December 1, 2015. CEQA requirements to be addressed at a later date. Background The City of Vernon intends to vacate a section of Seville Avenue from Leonis Avenue to the previously vacated 54t" Street as shown in Exhibit"A". In accordance with Division 9 of the Streets and Highways Code (commencing with Section 8300) otherwise known as the Public Streets, Highways and Service Easements Vacation Law, the City of Vernon has the authority to vacate the street. Seville Avenue was created in 1924 as part of the approval of Tract No. 6452 recorded in map book 94-77-78, a copy of which is attached as Exhibit"C". J. B. Leonis, Inc., a California Corporation, granted this street to the City of Vernon in 1924 as a 40 foot right of way. The portion of Seville Avenue dedicated by Tract Map No. 6452 runs north-south and starts at a"T" intersection with Fruitland Avenue on the south and continues north to a"T"intersection with 46" Street. The street was later extended north. The City of Vernon acquired Lot 7 of Tract No. 6452 in August 1931 for the purposes of constructing a municipal electric generating power plant and this lot occupies most of the frontage along the east right-of-way line along Seville Avenue from 50t" Street to just South of Leonis Boulevard. The City of Vernon acquired Lot 10 in June 2009 and this lot occupies the rest of the east right-of-way line along Seville Avenue just south of Leonis Boulevard. LA Junction Railway Company occupies the frontage along the west right-of-way line along Seville Avenue between Leonis Boulevard and 50t" Street. In 2003, the City of Vernon began construction of the Malburg Generating Station and the portion of 50" Street between Seville Avenue and Soto Street was closed to through traffic. 50" Street from Seville Avenue to Soto Street was vacated in April was closed to through traffic. 50`h Street from Seville Avenue to Soto Street was vacated in April 2005. Furthermore, in order to provide appropriate security at the Malburg Generating Station during heightened terrorism concerns, the portion of Seville Avenue between Leonis Boulevard and 50`h Street was closed to through traffic on October 15, 2007 under Resolution No. 9447 and continues to be closed to this day. The vacation of this portion of Seville Avenue will cause the reversion of the street to the City of Vernon and the Los Angeles Junction Railroad as the owners of the adjoining lots. Therefore, the City of Vernon facilities will remain and be maintained by the City of Vernon departments since the utilities serve the Malburg Generating Station. The City plans to maintain easements for the existing utilities as well as an easement for railroad purposes without the right to erect or maintain any barriers blocking access. Fiscal l(m_pact Approval to commence the street vacation has no fiscal impact. Attachment(s) Initial Study Proposed Vacation Exhibit Initial Study Street Vacation Section of Seville Avenue (Located between Leonis Boulevard and previously vacated 50"' Street) Lead Agency Name & Address: City of Vemon 4305 Santa Fe Avenue Vernon, CA 90058 Contact Person & Phone: Kevin Wilson Director of Public Works,Water& Development Services (323) 583-8811 October 28, 2015 CEQA Environmental Checklist Form 1. Project Title: Vacation of a section of Seville Avenue Between Leonis Boulevard and previously vacated 500 Street 2. Lead Agency Name and Address: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 3. Contact Person and Phone Number: Kevin Wilson Director of Public Works, Water& Development Services (323) 583-8811 4. Project Location: City of Vernon 5. Project Sponsor's Name and Address: City of Vernon 4305 Santa Fe Avenue Vernon, CA 9005 6. General Plan Designation: Industrial 7. Zoning: "I-Zone", Industrial 8. Description of the Project: The City intends to vacate a section of Seville Avenue between Leonis Boulevard and previously vacated 50 h Street in accordance with Division 9 of the Streets and Highways Code of the State of California (commencing with Section 8300) otherwise known as the Public Streets, Highways and Service Easements Vacation Law. 9. Surrounding Land Uses and Setting: The surrounding land use is industrial. The City of Vernon is primarily made up of industrial and distribution type facilities. The proposed section of Ayers Avenue to be vacated is bordered by Leonis Boulevard on the north, the Vernon Malburg Generating Station on the east, previously vacated 50th Street on the South and railroad right-of-way on the west. 10. Other public agencies whose approval is required: • None Street Vacation—Portion of Ayers Avenue Initial Study CEQA Environmental Checklist Environmental Factors Potentially Affected: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a'Potentially Significant Impact"as indicated by the checklist on the following pages. ❑ Aesthetics ❑Agriculture and ❑Air Quality Forestry Resources ❑ Biological Resources ❑ Cultural Resources ❑Geology/Soils ❑ Hazards& Hazardous ❑ HydrologyNVater ❑ Land Use/Planning Materials Quality ❑ Mineral Resources ❑ Noise ❑ Population/Housing ❑ Public Services ❑ Recreation ❑Transportation/Traffic ❑ Utilities/Service ❑Greenhouse Gas ❑ Mandatory Findings Systems Emissions of Significance Determination: On the basis of this initial evaluation_ ® 1 find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared_ ❑ 1 find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared_ ❑ 1 find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. ❑ 1 find that the proposed project MAY have a "potentially significant impact' or 'potentially significant unless mitigated" impact on the environment, but at least one effect 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed. ❑ 1 find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation mea that are imposed upon the proposed project, nothing further is required. Signature Date Printed Name Street Vacation—Portion of Ayers Avenue Initial Study CEQA Environmental Checklist I 1. AESTHETICS. Would the project. Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No _ Issues and Supporting Information Sources Im_o_ac_I IncorooralMd Impact I Impact a. Have a substantial adverse effect on a scenic vista? I X b. Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within X a state scenic highway? _ I c_ Substantially degrade the existing visual character or quality of X the site and its surroundings? d. Create a new source of substantial light or glare which would X adversely affect day or nighttime views in the area? Discussion 1.)a.through d.The proposed vacation will have no impacts on the aesthetics of the City. 2. AGRICULTURE AND FOREST RESOURCES. In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. In determining whether impacts to forest resources, including timberland are significant environmental effects, lead agencies may refer to information complied by the California Department of Forestry and Fire Protection regarding the state's inventoty of forest land. including the Forest and Range Assessment_Proj_ect and the Fir st Legacy Assessment project; and forest carbon measurement methodology provided in Forest Protocols adopted by the Califomia Air Resources Board.— Would the project: Potentially Potentially Significant Unless Less Than Significant I Mitigation Significant No Issues and Supporting Information Sources Impact Incoroorated Impact Impact a. Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring X Program of the California Resources Agency,to non- agricultural use? b. Conflict with existing zoning for agricultural use, or a X _Williamson Act contract? C. Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code section 12220(g)), timberland (as defined by Public Resources Code section X 4526), or timberland zoned Timberland Production (as defined by Government Code section 511104(g))? d. Result in the loss of forest land or conversion of forest land to X non-forest use? e_ Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, X to non-agricultural use or conversion of forest land to non-forest use? Discussion 2.) a. through e. The proposed portion of street to be vacated is located in the "strictly industrial" City of Vernon. The City has no agricultural farmland or agricultural use_ There is no existing or proposed zoning for forest land or issues relating to conversion of forest land to non-forest use. The site is zoned I, "Industrial", per the City of Vernon Zoning Code. No agricultural uses are permitted under the current zoning designation. Therefore, the project would not Street Vacation—Portion of Ayers Avenue Initial Study CEQA Environmental Checklist conflict with existing agricultural resources, or zoning. No impacts would occur, and no mitigation measures would be necessary. 3. AIR QUALITY. Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project. Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Supporting information Sources Im ad Incorporated Impact fm act a. Conflict with or obstruct implementation of the applicable air X uality plan? b. Violate any air quality standard or contribute substantially to an X existing or projected air quality violation? I� C. Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality X standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? _ d. Expose sensitive receptors to substantial pollutant X concentrations? e. Create objectionable odors affecting a substantial number of X people? Discussion 3.) a. through e. The proposed vacated section of street has been closed to through traffic since 2003 for national security purposes due to its proximity to the Generating Station located adjacent to the street. The proposed vacation will have no impact on air quality. The City of Vernon is located within the South Coast Air Basin of California. The basin covers a 6,600-square mile area within Orange County, non-desert portions of Los Angeles County, Riverside County, and San Bernardino County. Air quality in the basin is monitored by the South Coast Air Quality Management District ("AQMD") at 35 monitoring stations throughout the area. The monitoring station nearest to the City of Vernon is the Pico Rivera station. Readings at the station are used to characterize air quality in the City of Vernon. 4. BIOLOGICAL RESOURCES. Would the project? Potentially l Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Supporting Information Sources Imnael Incomorated Impact impact a. Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, X policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? b. Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional X plans, policies, and regulations or by the California Department of Fish and Game or US Fish and Wildlife Service? c_ Have a substantial adverse effect of federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) X through direct removal, filling, hydrological interruption, or other means? Street Vacation—Portion of Seville Avenue Initial Study CEQA Environmental Checklist 4 d. Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native X resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? _ e. Conflict with any focal policies or ordinances protecting biological resources, such as a tree preservation policy or X ordinance? f. Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved X local, regional, or state habitat conservation plan? Discussion 4.)a. through f.The proposed vacated street is a section of Seville Avenue that is not currently open to public use, but is rather closed to through traffic due to safety concerns because it is located next to an Electrical Generating Station. Vernon is in a highly developed industrial area. No vegetation or natural habitat exists on the proposed vacation location. No wildlife has been identified proximate to the project, nor are there wetlands or riparian areas nearby. The project will not alter or disperse any migration corridors. No impacts would occur, and no mitigation measures are necessary. 5. CULTURAL RESOURCES. Would the project: Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Sui)poning Information Sources Impact IncoE122rated Impact Impact a. Cause a substantial adverse change in the significance of a X historical resource as defined in Section 15064.5? b. Cause a substantial adverse change in the significance of an X archaeological resource pursuant to Section 15064.5? C. Directly or indirectly destroy a unique paleontological resource X or site or unique geologic feature? d. Disturb any human remains, including those interred outside of X formal cemeteries? Discussion 5.) a. through d. Vernon is highly industrialized; no known unique historic, archeological, paleontological ethnic cultural resources, or religious or sacred uses exist in the vacation area. Therefore, no impact is expected. 6. GEOLOGY AND SOILS. Would the project: Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Supporting Information Sources Impact Incorporated Impact Impact a. Expose people or structures to potential substantial adverse X effects, including the risk of loss, injury, or death involving: i. Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial X evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. it. Stron seismic ground shaking? X iii. Seismic-related ground failure, including liquefaction? X iv. Landslides? X b. I Result in substantial soil erosion or the loss of topsoil X Street Vacation—Portion of Seville Avenue Initial Study CEQA Environmental Checklist 5 c. Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and X potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? d. Be located on expansive soil, as defined in Table 18-1-13 of the Uniform Building Code (1994), creating substantial risks to life I X or property? e Have soils incapable of adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers X are not available for the disposal of wastewater? Discussion 6.) a. L through iv. Vacation of the section of Seville Avenue will not expose people or structures to any risk of loss due to a natural disaster. 6.) b.through e. The section of street that is proposed to be vacated is a section of paved street that is not currently in use for through traffic. 7. GREEENHOUSE GAS EMISSIONS— Would the project: Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Suppodng Information Sources Impact Incomorated Impact Impact a. Generate green gas emissions either directly or indirectly, that X may have a significant impact on the environment? _ b. Conflict with an applicable plan, policy or regulation adopted for X the purpose of reducing the emissions of greenhouse gases? Discussion 7.)a.and b. Vacation of the proposed section of Seville Avenue will not generate any green gas emissions. 8. HAZARDS AND HAZARDOUS MATERIALS. Would the project: Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and SuoDortin❑Information Sources Impact Incomorated Impact Impact a. Create a significant hazard to the public or the environment through the routine transportation, use, or disposal of X hazardous materials? I b. Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions X involving the release of hazardous materials into the environment? c. Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or acutely hazardous materials, substances, or waste within one-quarter mile of an X existing or proposed school? d_ Be located on a site which is included on a list of hazardous X Street Vacation—Portion of Seville Avenue Initial Study CEQA Environmental Checklist 6 materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? _ e. For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public X airport or public use airport, would the project result in a safety hazard for people residinq or workinq in the proiect area? f. For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working X in the project area? g. Impair implementation of or physically interfere with an adopted X emergency response plan or emerqencv evacuation Ian? r h. Expose people or structures to a significant risk or loss, injury or death involving wildland fires, including where wildlands are X adjacent to urbanized areas or where residences are intermixed with wildlands? Discussion 8.)a.through h. The proposed vacation will not result in any additional hazards. The local Certified Unified Program Agency(CUPA) regulates use and storage of hazardous materials at any facility within the City of Vernon, which is the City of Vernon Environmental Health Department. All facilities within the City are regularly inspected by the Vernon Fire and Environmental Health Departments for code violations. The inspections are made to reduce the potential for urban fires and chemical releases. The Vernon Fire Department has a fully manned hazardous materials unit. All personnel are trained in hazardous material response. The proposed vacation will not impact existing regulations and permitting requirements_ 9. HYDROLOGY AND WATER QUALITY. Would the project. Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Su000rtina Information Sources Im act Incorporated Impact Impact a. Violate any water quality standards or waste discharge I X requirements? b. Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g.,the production rate of pre-existing X nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been ' granted)? C. Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream X or river, in a manner which would result in substantial erosion or siltation on-or off-site? d. a Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream X or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off-site? _ e. Create or contribute runoff water which would exceed the capacity of existing or planned storm water drainage systems X or provide substantial additional sources of polluted runoff? t f. Otherwise substantially degrade water quality? I X Street Vacation—Portion of Seville Avenue Initial Study CEOA Environmental Checklist 7 g. Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate X Map or other flood hazard delineation map? h. Place within a 100-year flood hazard area structures which X would im ede or redirect flood flows? i Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the X failure of a levee or dam? I Inundation by seiche, tsunami, or mudflow? X Discussion 9.) a. through j. The proposed vacation will have no impact on the hydrology, water quality or water consumed in the City. Drainage pattems will continue as the currently exist. 10. LAND USE AND PLANNING. Would the project. ¢ate+"lly Potmtlally Slgniilcent Unles4 teas Than SkY fKWT( Whgauon Slgndlcant No ls&*g and Inio..awn SauFltea impact Inca atetl Impact Impw a. Physhcafly drvlds an establlshed communit . X b. Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance)adopted for the purpose of avoiding or mitigating an env ironmentat effect? Conflict with any applicable habitat conservation plan or natural i community conservation plan? X Discussion 10.) a. through c.The proposed vacation area is zoned I-zone, (Industrial). The City of Vernon is primarily made up of industrial and distribution type facilities. The proposed vacation conforms with the zoning ordinance as well as with the General Plan, local codes as they now exist. Therefore, it will not conflict with any environmental plans or policies. 11. MINERAL RESOURCES. Would the project. Potentially Potentially Signifcant Unless Less Than Significant Mitigation Significant No _ Issues and Supporting Information Sources Imoact Inoomorated Impact _ Imnact a. Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the X state? b. Result in the loss of availability of a locally-important mineral resource recovery site delineated on a local general plan, X specific plan or other land use plan? Discussion 11.)a.and b.The proposed vacation will have no impact on any mineral resources. Street Vacation-Portion of Seville Avenue Initial Study CEQA Environmental Checklist 8 12. NOISE. Would the project result in: Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Supporting Information Sources Impact Incorporated Impact Impact a. Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise X ordinance, or applicable standards of other agencies? b. Exposure of persons to or generation of excessive ground- X borne vibration or round-borne noise levels? _ c_ A substantial permanent increase in ambient noise levels in the X proiect vicinity above levels existing without the project? d. A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the X roiect? e. For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people X residing or working in the project area to excessive noise levels? f. For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to X excessive noise levels? Discussion 12.) a. through f. Seville Avenue is within an industrial area where the surrounding manufacturing and warehousing uses are not noise sensitive.The street vacation will not result in any noise_ 13. POPULATION AND HOUSING. Would the project: Potentially Potentially Significant Unless Less Than Sign'rficant Mitigation Significant No Issues and Supporting Information Sources Impact Incorporated Impact Impact a. Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or X indirectly(for example,through extension of roads or other infrastructure)? b. Displace substantial numbers of existing housing, necessitating X the construction of replacement housinq elsewhere? c. Displace substantial numbers of people, necessitating the X construction of replacement housinq elsewhere? Discussion 13.) a. through c. This project will have no impact on population growth, nor will it displace any existing housing or people. Street Vacation—Portion of Seville Avenue Initial Study CEQA Environmental Checklist 9 14. PUBLIC SERVICES. Potentially Potentially Significant Unless Less Thae Significant Mitigation Significant No Issues and SupporhnQ Information Sources Impact Incorporated Impact_ Imimot a. Would the project result in substantial adverse physical impacts X associated with the provision of new or physically altered govemmental facilities, need for new or physically altered governmental facilities,the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance + objectives for any of the public services: Fire protection? X Police protection? X Schools? X _ Parks? X Other public facilities? X Discussion 14.) a. The vacation is located in a highly industrialized and developed are. The proposed street vacation will not pose a need for new or altered fire, police, school, parks or other public facilities within the City of Vernon. The proposed vacation section of street currently closed to through traffic and has not resulted in any impacts to emergency response time_ 15. RECREATION. Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and SupportinR Information Sources Im act Incomarated Impact Impact a. Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that X substantial physical deterioration of the facility would occur or be accelerated? b. Does the project include recreational facilities or require the construction or expansion of recreational facilities which might X have an adverse physical effect on the environment? Discussion 15.) a. and b. No population increases or displacements are caused by this project_ As such no recreational facilities or public parks are impacted in any way. 16. TRANSPORTATIONITRAFFIC. Would the project. Potentially Potentially Significant Unless Less Than Significant Mitigation Significant No Issues and Supporting Information Sources Impact incorporated Impact impact a. Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of X transportation including mass transit and non-motorized travel and relevant components of the circulation system, including but limited to intersections, streets, highways and freeways, Street Vacation—Portion of Seville Avenue Initial Study CEOA Environmental Checklist >_a pedestrian and bicycle paths, and mass transit? b. Conflict with an applicable congestion management program, including, but not limited to level of service standards and travel demand measures, or other standards established by the X county congestion management agency for designated roads or hi hways? C. Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in X substantial safety risks? d_ Substantially increase hazards due to a design feature (e_g., sharp curves or dangerous intersections) or incompatible uses X ' (e.g., farm equipment)? e. Result in inadequate emer enc access? X f. Conflict with adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities, or otherwise X decrease the performance or safety of such facilities? Discussion 16.) a. through f. The section of Seville Avenue to be vacated is designated as a local street in the City of Vernon Master Plan of Streets. The proposed vacating section is currently closed to through traffic due to national security concerns because it is located adjacent to the Electrical Generating Station. Prior to closing the street, the traffic volumes were very low. The neighboring intersections currently operate at an acceptable level of service. Therefore, the proposed vacation will not increase vehicle trips or create traffic congestion. 17. UTILITIES AND SERVICE SYSTEMS. Would the project: Potentially Potentially Significant Untess Less Than Significant Mitigation Significant No Issues and Supporting Information Sources Impact Incoroorated Impact Impact a. Exceed wastewater treatment requirements of the applicable X Regional Water Qualitv Control Board (RWQCB)? b. Require or result in the construction of new water or wastewater treatment facilities or expansion of existing X facilities, the construction of which could cause significant environmental effects? C. Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the X construction of which could cause significant environmental effects? d. Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or X expanded entitlements needed? e. Result in a determination by the wastewater treatment provider, which serves or may serve the project that it has adequate X capacity to serve the project's projected demand in addition to the provider's existinq commitments? I f_ Be served by a landfill with sufficient permitted capacity to X accommodate the roject's solid waste disposal needs? g. Comply with federal, state, and local statutes and regulations X related to solid waste? Street Vacation-Portion of Seville Avenue Initial Study CEQA Environmental Checklist 11 Discussion 17.)a.through g. The proposed vacation is located in an area that is fully urbanized and served by an existing extensive electrical and gas infrastructure. The vacation will not result in the need for new power lines or natural gas systems. Easements will be provided for any existing utilities located in the vacation area_ 18. MANDATORY FINDINGS OF SIGNIFICANCE. Would the project: Potentially Potentially Signficant Unless Less Than Significant Mitigation Significant No Issues and swoortino Information Sources Impact Incoroorated Impact Impact a. Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self- sustaining levels,threaten to eliminate a plant or animal X community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history orprehistory? b. Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are X considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable futureprojects)? C. I Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or X indirectly? Discussion 18.) a. through c. As previously indicated, the project is the vacation of a section of Seville Avenue which has been closed to through traffic since 2003 for national security concerns since it is located adjacent to the City's Electrical Generating Station. The project is located within the City of Vernon, zoned "I" Industrial. The City of Vernon is primarily made up of industrial and distribution type facilities with limited plant life. Plant life is limited to non-native and ornamental species, which are used for landscaping. Animal life in Vernon and nearby urban communities consists of bird, reptile and mammal species that live in close proximity to man. There are no endangered species in Vernon. There is no evidence or important examples of major periods of California history in Vernon. Therefore, the proposed street vacation will create no impact. There will not be an impact on long-term environmental goals. The proposed vacation will not cause a cumulative impact to air quality, traffic, noise, groundwater, surface water, or exposure to hazardous materials, and will not create any impact to sensitive receptors, except that the project may cause a less than significant impact on greenhouse gas emissions. Therefore, the proposed street vacation will have no impact on the environment. Street Vacation—Portion of Seville Avenue Initial Study CEOA Environmental Checklist 12 N §2'10'00" E LEON{S BOULEVARD S 89'10,00" W_ - - ---- - --—�- -- P.0 B. PORTION OF SEVILLE AVENUE TO BE VACATED AREA=APPROX. 25,947 S.F. � LOT 10 o LOT 23 r� O � J W / j - — o / i- W J / 5; LOT 7 LOT 2 5 w � �- V) /i N 88'27'15" E -6 LOT _6 5 0 T H - S-TR E-E-T - � (PREVIOUSLY VACATE�__ P L A N ~ N- T_ S. O i CITY OF V EXHIBIT "B" ENGINEERING EDIVIOS ON SEVILLE AVENUE - STREET VACATI O N DATE: 10/20/15 FROM LEONIS BLVD. TO 50TH STREET SHEET OF