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20170620 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 O IF YE�,�, Tuesday, June 20, 2017, 9:00 a.m. City Hall, Council Chamber 4305 Santa Fe Avenue y Vernon, California Melissa Ybarra,Mayor sf"ZLY ISO Yvette Woodruff-Perez,Mayor Pro-Tem William J. Davis, Council Member Luz Martinez, Council Member Leticia Lopez, Council Member CALL TO ORDER& FLAG SALUTE CHANGES TO THE AGENDA PUBLIC COMMENT - At this time the public is encouraged to address the City Council on any matter that is within the subject matter jurisdiction of the City Council. The public will also be given a chance to comment on matters which are on the posted agenda during City Council deliberation on those specific matters. PRESENTATIONS 1. Service Pin Awards for May 2017 Presented by: Michael Earl, Director of Human Resources Regular City Council Meeting Agenda June 20, 2017 NAME DEPARTMENT TITLE YEARS Fernando Flores Public Utilities Utilities Dispatcher 20 Claudia Luna Finance Purchasing Assistant 15 Veronica Avendano Human Resources Administrative Secretary 10 Basem M. Andrawos Public Utilities Electrical Engineer 5 Joanna Hurtado- Public Works Engineering Aid 5 Torres 2. A Proclamation of the Mayor and the City Council of the City of Vernon commending Michael Gillman for his many years of service to the City of Vernon 3. A Proclamation of the Mayor and the City Council of the City of Vernon commending Daniel E. Calleros for his many years of service to the City of Vernon 4. Administer Oath of Office to Newly Appointed Police Chief PUBLIC HEARINGS 5. A Resolution of the City Council of the City of Vernon approving a budget for the fiscal year 2017- 2018 Recommendation: A. Find that adoption of the resolution proposed in this staff report is exempt from the California Environmental Quality Act ("CEQA"), because adoption of the budget is the creation of a government funding mechanism or other government fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment and is therefore not a"project"as defined under Section 15378(b)(4). Further, even if adoption of the budget were considered a"project,"it would be exempt from CEQA review in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Conduct a Public Hearing; and C. Adopt a resolution approving the citywide balanced budget for fiscal year 2017-2018, with estimated budgeted revenues and expenditures of$341,503,602. Page 2 of 11 Regular City Council Meeting Agenda June 20, 2017 6. A Resolution of the City Council of the City of Vernon adopting an Appropriation Limit for the 2017-2018 fiscal year,pursuant to Government Code Section 7910 Recommendation: A. Find that adoption of the Fiscal Year 2017-2018 Appropriation Limit proposed in this staff report is exempt under the California Environmental Quality Act (CEQA) because such action is a government fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a"project"as defined by CEQA Guidelines section 15378; and B. Conduct a Public Hearing; and C. Adopt the attached resolution establishing the City's Appropriation Limit for the Fiscal Year 2017- 2018 in the amount of $956,557,514 based on the percentage change in the Nonresidential Construction and County Population. 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 7. Claim for Damages from Marco Antonio Garcia Martinez received June 13, 2047 Warrant Registers 8. Approval of City Payroll Warrant Register No. 732, totaling $3,207,856.00, which covers the period of May 1 through May 31, 2017 and consists of the following: A. Ratification of direct deposits, checks and taxes totaling $2,188,461.06; and B. Checks and electronic fund transfers (EFT) totaling $1,019,394.94. 9. Approval of City Warrant Register No. 1474, totaling $1,847,374.90, which covers the period of May 30 through June 12, 2017, and consists of the following: A. Ratification of wire transfers totaling $1,642,331.52; and B. Ratification of the issuance of early checks totaling $149,532.99; and C. Authorization to issue pending checks totaling $55,510.39. 10. Approval of Light & Power Warrant Register No. 439, totaling $ 2,353,215.97, which covers the period of May 30 through June 12, 2017, and consists of the following: Page 3 of 11 Regular City Council Meeting Agenda June 20, 2017 A. Ratification of wire transfers totaling $2,197,976.10; and B. Ratification of the issuance of early checks totaling $153,555.12; and C. Authorization to issue pending checks totaling $1,684.75. 11. Approval of Gas Warrant Register No. 227, totaling $101,850.93,which covers the period of Mav 30 through June 12, 2017, and consists of the following: A. Ratification of wire transfers totaling $97,087.62; and B. Ratification of the issuance of early checks totaling $4,763.31. City Administration Department 12. Report on FY 2016/2017 Docket IV Grants and FY 2016/2017 Capital Grants Awarded by Vernon CommUNITY Fund Grant Committee Recommendation: A. Find that receiving this report on grants awarded by the Vernon CommUNITY Fund Grant Committee is exempt from California Environmental Quality Act("CEQA")review, because it is an administrative action 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. Receive and file this report, as it is being provided for informational purposes only pursuant to Section 2.167(e) of the Vernon Municipal Code. 13. Council Conference Attendance Report Recommendation: A. Find that receiving this Council Conference Attendance Report is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative activity of government 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. Receive and file this Council Conference Attendance Report. 14. Ratification of Mayor's Appointment of Eligible Individuals to Serve on the Vernon Housing Commission Recommendation: A. Find that ratification of the Mayor's appointment of eligible individuals to serve on the Vernon Housing Commission is exempt from California Environmental Quality Act ("CEQA") review, Page 4 of 11 Regular City Council Meeting Agenda June 20, 2017 because it is an administrative action 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. Ratify the Mayor's appointment of Melissa Ybarra to serve on the Vernon Housing Commission in a City Council Seat with a term of July 1, 2017 to June 30, 2021; and C. Ratify the Mayor's appointment of Steven Froberg to serve on the Vernon Housing Commission in a Resident Seat with a term of July 1, 2017 to June 30, 2021; and D. Ratify the Mayor's appointment of Frank Gavina to serve on the Vernon Housing Commission in a Business Representative Seat with a term of July 1, 2017 to June 30, 2021. Health and Environmental Control Department 15. May 2017 Monthly Report Police Department 16. Activity Log and Statistical Summary of Arrests and Activities for the period of May 16, through May 31, 2017, to be received and filed Public Utilities Department 47. Amendment No.1 to the Economic Development Incentive on Electric Service Agreement with Matheson Tri-Gas, Inc. Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA")review,because it is a continuing administrative and governmental fiscal activity which does not involve any commitment to any specific project and 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 Amendment No.I to the Economic Development Incentive on Electric Service Agreement between the City of Vernon (the "City") and Matheson Tri-Gas Inc., in substantially the same form as attached herewith, for the purpose of extending the commencement of commercial operation of an additional air separation plant within the City; and C. Authorize the City Administrator to execute Amendment No. 1 to the Economic Development Incentive on Electric Service Agreement with Matheson Tri-Gas, Inc. 18. Acceptance of Electrical Easement at 3250 44Th Street (APN 6303-016-007) Recommendation: Page 5 of 11 Regular City Council Meeting Agenda June 20, 2017 A. Find that the acceptance of the Electrical Easement proposed in this staff report is not a"project" as that term is defined under the California Environmental Quality Act(CEQA)Guidelines Section 15378, and even if it were a project, it would be categorically exempt in accordance with CEQA Guidelines Sections 15301 (maintenance, repair or minor alteration of an existing facility and involves negligible or no expansion of an existing use) and 15061(b)(3) (general rule that CEQA only applies to projects that may have a significant effect on the environment); and B. Accept the Electrical Easement, in substantially the same form as attached to this staff report, and authorize the Mayor to execute the Certificate of Acceptance. ORDINANCE 19. ORDINANCE NO. 1243 - An Uncodified Ordinance of the City Council of the City of Vernon approving a Static Billboard Development Agreement and a Digital Billboard Development Agreement between the City of Vernon and Magellan Atlantic I,LLC (Second Reading) Recommendation: A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15302, because the proposed development of the Billboards contemplates only replacement or reconstruction of existing structures or facilities on the same Site having substantially the same size, purpose, and capacity; and B. Approve the second reading and adopt an ordinance approving a Static Billboard Development Agreement and a Digital Billboard Development Agreement between the City of Vernon and Magellan Atlantic I, LLC., to replace an existing static billboard and convert an existing V-shape static billboard to a V-shape digital billboard along the 1-710 Freeway. NEW BUSINESS City Administration Department 20. Appointment of Eligible Individuals to Serve on the Vernon CommUNITY Fund Grant Committee Recommendation: A. Find that the appointment of eligible individuals to serve on the Vernon CommUNITY Fund Grant Committee is exempt from California Environmental Quality Act("CEQA")review, because it is an administrative action 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 Page 6 of 11 Regular City Council Meeting Agenda June 20, 2017 B. Appoint a current City Council Member to serve on the Vernon CommUNITY Fund Grant Committee in a City Council Seat with a term of July 1, 2017 to June 30, 2019; and C. Appoint an eligible individual to serve on the Vernon CommUNITY Fund Grant Committee in a Legislative Representative Seat with a term of July 1, 2017 to June 30, 2019; and D. Appoint an eligible individual to serve on the Vernon CommUNITY Fund Grant Committee in Vernon Area Representative Seat No. 2 with a term of July 1, 2017 to June 30, 2019; and E. Appoint an eligible individual to serve on the Vernon CommUNITY Fund Grant Committee in Vernon Area Representative Seat No. 3 with a term of July 1, 2017 to June 30, 2019. City Attorney Department 21. A Resolution of the City Council of the City of Vernon approving the general form of documents pursuant to Article IV of Chapter 2, Section 2.17.34 of the Vernon Municipal Code Recommendation: A. Find that approval of the forms of contract and of related documents in this staff report is exempt from California Environmental Quality Act ("CEQA") review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a"project" as defined by CEQA Guidelines section 15378; and B. Adopt the attached Resolution approving the general form of documents pursuant to Article IV of Chapter 2, Section 2.17.34 of the Vernon Municipal Code. Human Resources Department 22. A Resolution of the City Council of the City of Vernon adopting an Amended and Restated Citywide Fringe Benefits and Salary Resolution in accordance with Government Code Section 20636(b)(1) and repealing all resolutions in conflict therewith Recommendation: A. Find that approval of the attached resolution in this staff report is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment and therefore does not constitute a "project" as defined by CEQA Guidelines Section 15378; and B. Adopt the attached resolution amending and restating the Citywide Fringe Benefits and Salary Resolution, with a retroactive effective date of July 10, 2016, to reflect the following provisions: 1) Amend Exhibit A, Classification and Compensation Plan establishing the following new job descriptions and associated salary ranges: Page 7 of 11 Regular City Council Meeting Agenda June 20, 2017 New Classification Titles Salary Grade Salary Range Buyer G23 $5,496 - $6,681 Fire Code Inspector, Senior G27 $6,681 - $8,121 2) Amend Exhibit A, Classification and Compensation Plan adopting the following revised job descriptions: Assistant Buyer Mechanic Mechanic, Senior Mechanic, Lead Police Dispatcher Police Dispatcher, Lead 3) Amend Exhibit A, Classification and Compensation Plan by adjusting the following classification and compensation salary ranges as follows: Classification Title Total Current Salary Recommended Incumbents Range Salary Range Environmental Specialist 2 G24 G26 Facilities Maintenance Worker 2 G16 G18 Facilities Maintenance Worker, Senior 2 G18 G20 Facilities Maintenance Worker, Lead 1 G22 G23 Police Dispatcher 7 G19 G20 Police Dispatcher, Lead 1 G21 G23 Police Sergeant 7 PO30 PO31 4) Approving the recommended reclassification of single incumbents in certain classifications as follows: Current Classification Salary Reclassification Recommendation Salary Grade Grade Mechanic G19 Mechanic, Senior G21 Assistant Engineer G25 Associate Engineer G29 Electrical Inspector G25 Electrical Inspector, Senior G27 Fire Code Inspector G25 Fire Code Inspector, Senior G27 Mechanical &Plumbing Inspector G25 Mechanical & Plumbing Inspector, G27 Senior Purchasing Assistant G20 Buyer G23 5) Amend the Fringe Benefits and Salary Resolution, Subsection B of Section 7, Sick Leave to add clarifying language regarding the eligibility to use sick leave in accordance with the Healthy Workplace, Healthy Families Act of 2014. Page 8 of 11 Regular City Council Meeting Agenda June 20, 2017 6) Amend the Fringe Benefits and Salary Resolution, Subsection C of Section 11, Automobile Allowance and Reimbursement for Expenses to add the Police Sergeant assigned to detective duties as eligible for the provision of a City Vehicle and Fuel in accordance with current practice and the 2016 MOU negotiations between the City of Vernon and the VPOBA Public Works Department 23. Purchase of Four Ford F Series Utility Vehicles (Three 2017 Ford F-250 Models and One 2047 Ford F-450 Model) Recommendation: A. Find that the proposed action is exempt from California Environmental Quality Act ("CEQA") review, because purchasing supplies 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 even if such an action were a"project,"it would be exempt from CEQA review 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. Approve the purchase of four Ford F Series utility vehicles (three 2017 Ford F-250 models and one 2017 Ford F-450 model) for a cost of$210,797.44. 24. A Resolution of the City Council of the City of Vernon approving and accepting the grant deed dedicating in fee a portion of the property located at 2626 26th Street Recommendation: A. Find that accepting the Grant Deed is exempt from the California Environmental Quality Act ("CEQA") in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the work would merely involve negligible expansion of an existing street; and B. Adopt the proposed resolution to authorize the Mayor and City Clerk to execute the Certificate of Acceptance and the Grant Deed for approximately 2,418 square feet of land located at 2626 26t1i Street. Public Utilities Department 25. Award of Service Agreements to Interstate Gas Services, Inc. and Energy Experts International for Natural Gas Operational Support Services Recommendation: A. Find that awarding the bid as outlined in the staff report is exempt from California Environmental Quality Act("CEQA")review,because such action is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a Page 9 of 11 Regular City Council Meeting Agenda June 20, 2017 "project" as defined by CEQA Guidelines section 15378. And even if such activity were deemed a"project,"it would be exempt from CEQA review in accordance with CEQA Guidelines section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Approve a Service Agreement with Interstate Gas Services, Inc. ("IGS"), as the primary provider for services regarding natural gas operational support services, for a total compensation amount not-to-exceed$100,000 per year, and a grand total amount not-to-exceed$300,000 over the three- year term of the agreement; and i. Authorize the City Administrator to execute a Service Agreement, in substantially the same form as submitted herewith, with IGS; and ii. Authorize the City Administrator to issue change orders that may increase compensation for IGS in an amount not-to-exceed $30,000 per year. C. Approve a Service Agreement with Energy Experts International ("EEI") as the secondary provider for services regarding natural gas operational support services, for a total compensation amount not-to-exceed $100,000 per year, and a grand total amount not-to-exceed $300,000 over the three-year term of the agreement; and i. Authorize the City Administrator to execute a Service Agreement, in substantially the same form as submitted herewith, with EEI; and ii. Authorize the City Administrator to issue change orders that may increase compensation for EEI in an amount not-to-exceed $30,000 per year. 26. Contract Award to CG Power Systems for Bid Specification #TRI-2017-PM: Furnishing and Delivering of Pad-mounted Distribution Transformers for the Vernon Public Utilities Department and Reiection of Award to Anixter/General Electric-Prolec Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA")review,because accepting and awarding a bid 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. As to the replacement of electrical distribution transformers, the proposed action is exempt from CEQA review, in accordance with CEQA Guidelines § 15302, because the proposed project consists of the replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced; and B. Reject the bid of Anixter/General Electric-Prolec for the reasons set forth in this staff report; and C. Accept bid from CG Power Systems as the lowest responsive and responsible bidder; and Page 10 of I I Regular City Council Meeting Agenda June 20, 2017 D. Authorize the issuance of a purchase contract with CG Power Systems for pad-mounted distribution transformers (Bid Specification#TR1-2017-PM) for a three (3) year term for a not to exceed amount of$317,140. ORAL REPORTS 27. City Administrator Reports — brief reports on activities and other brief announcements by the City Administrator. 28. City Council Reports —brief AB 1234 reports, or report on: activities, announcements, or directives to staff. 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 15th day of June 2017. By: Maria E. Ayala City Clerk Page I I of I I ■*r RECEIVED _ RECEIVED JUN 0 6 2017 {*11, JUN 05 W CITY CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION HUMAN RESOURCES DEPARTMENT DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Michael A. Earl, Director of Human Resourcesig, Originator: Veronica Avendano,Administrative Secretary RE: Service Pin Awards for May 2017 Recommendation A. City Council to present service pins to those employees hired in May. Background Submitted herewith is a list of employees who are eligible to receive their service pin based on the number of service years with the City of Vernon. Fiscal Impact None. Attachment(s) 1. May 2017 Service Pin employee list. Page 1 of 1 2017 SERVICE PIN LIST MAY ANNIVERSARY EMPLOYEE'S NAME DEPARTMENT TITLE D.O.H YEARS [laudia ernando Flores Vernon Gas & Electric Utilities Dispatcher 5/25/1997 20 Luna Finance Purchasing Assistant 5/6/2002 15 Veronica Avendano Human Resources Administrative Secretary 5/14/2007 10 Basem M. Andrawos Vernon Gas& Electric Electrical Engineer 5/29/2012 5 Joanna Hurtado-Torres Public Works, Water Engineering Aide 5/2/2012 5 r v RECEIVED ^^C CC RECEIVED JUN 14 2017 JUN 13 2017 CITY CLERK'S OFFICE =DMINISTUTION STAFF REPORT _ t-3_ 1 HUMAN RESOURCES DEPARTMENT DATE: June 20, 2017 TO: Honorable Mayor and City Council FROM: Michael A. Earl, Director of Human Resources If Originator: Lisette M. Grizzelle, Senior Human MeMurces Analyst RE: RECOGNITION OF RETIRING EMPLOYEE — MICHAEL GILLMAN, POLICE CAPTAIN Recommendation A. It is recommended that the City Council acknowledge and present a proclamation to retiring employee Michael Gillman, Police Captain, in recognition of his dedicated service to the City of Vernon. Background Historically, the City Council has issued proclamations in honor of retiring City employees. Michael Gillman, Police Captain, will be retiring from the City of Vernon after providing thirty (30) years of service to the City. During his career with the City of Vernon, Captain Gillman held various positions and assignments including: Police Officer, Detective, Sergeant, Lieutenant and Police Captain. Captain Gillman has overseen various projects and programs such as development and implementation of the City's Canine Program and Mobile Field Force. He served as Patrol Fleet Manager, to oversee the design and implementation of new Police graphics and updates of emergency and radio equipment in patrol vehicles. Captain Gillman was also a recipient of the Officer of the Year award in 1990. Captain Gillman was hired on June 29, 1987, and has met the eligibility requirements under CalPERS to retire from the City of Vernon effective July 20, 2017. Fiscal Impact There is no additional fiscal impact on the current operating budget as a result of this recommended action. Page I of 2 Attachments) 1. Proclamation in Recognition of Retiring Employee— Michael Gillman Page 2 of 2 'city of A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON COMMENDING MICHAEL GILLMAN FOR HIS MANY YEARS OF SERVICE TO THE CITY OF VERNON WHEREAS,Michael Gillman has been employed by the City of Vernon since June 29, 1997, and has faithfully sewed the City of Vernon for over 30years;and WHEREAS,Michael Gillman will 6e Miring from the City of Vernon effective July 20, 2017, as a Police Captain, and WHEREAS, during the course of his employment with the City of Vernon,Michael Gillman has held various positions and assignments in the Police Department including Police'Officer, Detective, Sergeant, .Lieutenant and Police Captain; and WHEREAS,Michael Gillman has overseen various projects and programs such as development and implementation of the City s Canine Program and Mobile Field Force;has sewed as Patrol Fleet Manager to oversee the design and implementation of new Police graphics and updates of emergency and radio equipment in patrol vehicles;and was also a recipient of the Officer of the Year award in 1990;and WHEREAS, during his long and distinguished carrer with the City of Vernon,Michael Gillman has won the deepest rrrpect of his colleagues through his leadership and his many contributions to the City;and WHEREAS, it is an honor to express our apprrciation to Michael Gillman for his exemplary service to the City of Vernon and wish Michael good health upon his rrtirement and for continued success in 1rfe's pursuits;and WHEREAS, the Mayor and the City Council of the City of Vernon, on behalf of its employees, rrsidents and businesses, wish to commend and thank Michael Gillman for his manyyears of service to the City and invite recognition of his contributions and achievements. NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMENDS MICHAEL GILLAf N FOR HIS MANY YEARS OF SERVICE TO THE CITY. THIS PROCLAMATION IS BEING PRESENTED TO MICHAEL GILT MAN BY THE HONORABLE MAYOR MELISSA YEAR I{A FOR AND ON BEHALF OF THE CITY CO UNCIL OF THE C17Y OF VERNON THIS 20TH DAY OF f UNE TWO THOUSAND AND SE VEIL'TEEN CITY OF VERNON By. SSA YEAR , M-d'Or RECEIVED RECF-RVED JUN 08 JUN 14 2017 CITY CLERK'S OFFICE CITYADMINISTRATIQN STAFF REPORT C* HUMAN RESOURCES DEPARTMENT DATE: June 20, 2017 TO: Honorable Mayor and City Council FROM: Michael A. Earl, Director of Human Resources �� Originator: Lisette M. Grizzelle, Senior Human Resours Analyst RE: RECOGNITION OF RETIRING EMPLOYEE — DANIEL E. CALLEROS, POLICE CHIEF Recommendation A_ It is recommended that the City Council acknowledge and present a proclamation to retiring employee Daniel E. Calleros, Police Chief, in recognition of his dedicated service to the City of Vernon. Backeround Historically, the City has issued proclamations in honor of retiring City employees. Daniel E. Calleros, Police Chief, will be retiring from the City of Vernon after providing over twenty-nine (29) years of service to the City. During his career with the City of Vernon, Chief Calleros held various positions and assignments including: Police Officer, Detective, Sergeant, Acting Lieutenant, Lieutenant, Captain, Interim Chief of Police, and Police Chief. Chief Calleros has overseen various projects and programs such as: The re-establishment and expansion of the Department's grant program to secure additional funding to offset general fund expenditures; approval and implementation of the Community Service Officer and the Reserve Officer Programs; and the development and implementation of a Police Corporal program to aid in succession planning and staff development for personal and professional growth. Chief Calleros has also successfully updated departmental processes through the implementation of the Department's new Policy and Procedures Manual. In addition, when assigned to the Professional Standards Office, he developed and implemented the current Field Training Officers (FTO) Manual which is used to train new police officers. Further, he developed asset forfeiture measures, and established procedures to utilize the City accounting system project module to track expenditures related to asset forfeiture funds. He also implemented the outsourcing of inmate housing with a local police agency to offset general fund expenditures. Page 1 of 2 A two-time recipient of the Vernon Police Officer of the Year award in 1992 and 1998, Chief Calleros has served as the President of the Southeast Police Chiefs Association. He is an active member of the Vernon Chamber of Commerce, and served as a board member of the Rio Hondo Boys and Girls Club. Chief Calleros was hired on April 4, 1988, and has met the eligibility requirements under Ca1PERS to retire from the City of Vernon effective June 22, 2017. Fiscal Impact There is no additional fiscal impact on the current operating budget as a result of this recommended action. Attachment(s) 1. Proclamation in Recognition of Retiring Employee— Daniel E. Calleros Page 2of2 �+f r oe A PROCLAMA TION OF THE MA YOR AND THE CITY CO UNCIL OF THE CITY OF VERNON COMMENDING DANIEL E. CALLEROS FOR HIS MANY YEARS OF SER VICE TO THE CITY OF VERNON 11.HERF-1S, Daniel E. Callems(*Daniel Callems')Gas been a dedicated eniplo}r e _the Ci y%I `enlolr%r more than 29 years and%aill!lWlly served as the Chi%%Police since December 2012;and 11 HERL-IS, Daniel Calleros will be rrtirirlg Jmm the Ci) o%I 'er:ial e#e[rir e]nice 22. 2017;and 11'LIFRF-IS, Daniel Calleros began his/o►!g and dull fill[areer with the Cil,o%I emon Police Deparrinenf on 1 priI 4, 1988 as a Police O jj'irer, was assigned to the Dele[Iil+e Bureau to Berne of a Detec Iire on]u}'25, 1993;prollloted to Sergeant on Jnl} 1, 1996;appwinled to_ 1[ling I leulenanl on June 13, 2004;appointed 10 Lieutenant on Jalulag 9, 2003; promoled to Captain on Ju!}'G, 2008;uppoirrted as luterilri ChirJ o%Poli[r on Norer»Ger 15. 2010;and appointed to serve as ClJiej_a%PoGre on December 18, 2012, and will retire under the litle o%Chi%o�Police o)'1he I 'emon Police Department;and 11'I-1 ERL-IS. Daniel Calleros has been an integral member o%the City e+erutir e leam and a pillar o�the i 'erJlorr rommrrlu), and has surressfuly overseen various proje[7s ulyd programs sudJ as the reestablishment and e%pansion o%!he Police Departments grain program to se["ure additional%undirrg to o fi'el generrll jilud e,,pendillrres;appinru/arrd ihiplellierrlatiorr%the Comm mrn ly Semi,e O#icer and the Reserve O#irer Progranvs;development and in plemelltatlon qf a Polite Colporul ProgralrJ to aid in sic essiort planning and slaff derylapmenl jor personal and pm%ssiuiral growlb;and Bur[essf ul}'updaled deparrmenlal processes llvvi�gb the implementalion o%the Police Department's new Polity and Procedures:Vanual;and If']IERE-IS, Daniel Calleros alsofuccei#ully developed and in-plelnenled the ain-elll Field Training Ol]i['ers }1a►ulal whid,is used to train new police o f)icers;developed asset% iture measures, and established proeedims to uli/i.,-e the Ci)�aa-ounling 0,slerm projecl module to track e-,penditurrs related to asset%l jeilure%ands;and implemented the oulsounili of inmate housing will)a!oral police agent to o jjset general fired exprndilums;and WHERE-LS. Daniel Callems ' an active member of'the I 'emon Chamber of Commerce and has represented the CrI1'on !lrllllerorlf boards and romJAlllees dealing will lff lies arrd profe['ls y regional and statewide imporlance, irrrludirrg but not limited to, the Southeasl Police ChielS_ lssociallon and the Rio Hondo Boys and Girl Club;and 11-HERI<-LS, Daniel Calleros was a two-lime m[7pienl of-the O jficer o%the Year award in 1992 and 1998;and II"HERE-I S, during his Inng and distinguished c-areer with the Cil} of[ 'emon, Daniel Calleros has wren the deepest respect of his[olleagurf llJlrrugh his leadership and his!»any'contributions to the City;and 11"HERE.-1 IS, the Mayor and the Ci),Council of lbe City of 1 'emon, on beha f of ils emplq)•ees, residerrls and businesses, wish to commend and than,!;Daniel Callems Jor his mag.years oj seni a to the Qy and Irlr'lte ircogllllion of his coutlzbulions and achievements. NO11" THEREFORE, THE.1L-I}'OR AND THE MY COUNCIL OF THE CITY OF I 'ERNON, ON BEE-ILF OF ITS E.11PL0}FES, RESIDENTS_-LND B L"SIAESSES HERF_B)-COALVE 1-DS D_-1,\IEL C-LLLFROS FOR HIS 1L-L\-}-}_F_-IR.S OF SERI ICE TO THE CM. THIS PROCL-LAL-1TION IS BEING PRESENTED TO D_-1.NIEL C-LLLEROS BY THE HOA:OR-IBLE ALAYOR AIE JSS-1 )B_-1RRA FOR AND ON BEH--LF OF THE CM'COUNCIL NCIL OF THE CM-OF I HRNON 71I1S 20"` D_-1}-01 It l\T Ili--O THOL S L\D_ LVD SF_I r;\"7T I-A. CIT}-OF i 'F-R\-O\ -111�1 SS_-1 }B--1RRVIlalor *rvp RECEIVED JUN 15 2017 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: June 20, 2017 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino,Jr., City Administrator *P� Originator: Diana Figueroa, Administrative Analyst RE: Adoption of the Citywide Budget for Fiscal Year 2017-2018 Recommendations A. Find that adoption of the resolution proposed in this staff report is exempt from the California Environmental Quality Act ("CEQA"), because adoption of the budget is the creation of a government funding mechanism or other government fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment and is therefore not a"project" as defined under Section 15378(b)(4). Further, even if adoption of the budget were considered a "project," it would be exempt from CEQA review in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Conduct a Public Hearing; and C. Adopt a resolution approving the citywide balanced budget for fiscal year 2017-2018, with estimated budgeted revenues and expenditures of$341,503,602. Background On May 2nd and May 16'h, 2017, City Department Heads presented the proposed fiscal year 2017-2018 budgets for their respective departments to the City Council. Additionally, a budget overview presentation was delivered by the City Administrator to encapsulate the City's overall financial position, identify challenges, and articulate relevant strategies to address notable budgetary issues. The collective presentations included, among other things, information on the City's budget process, historical budget comparisons, fiscal challenges, fiscal policy, structural deficit, major budget assumptions, strategies for success, organizational charts, expenditure (and revenue, Page 1 of 3 where applicable) comparisons to prior years, proposed staffing changes for fiscal year 2017- 2018, and capital expenditures (where applicable). Proposed Staffing Changes As staff continues citywide succession planning efforts and maintains its commitment to maximizing organizational efficiencies, a need for several new classifications, re-classifications, and increased staffing levels in certain departments have been recognized and included in the proposed budget for fiscal year 2017-2018. A conscientious approach has been employed by staff to ensure that there is a balance between the integral components of City operations and the financial constraints of the proposed budget. Attached herewith as Attachment 3 is a schedule reflecting all additional personnel and related costs requested as part of the proposed citywide budget for fiscal year 2017-2018. Many of these position allocations were explained and justified by the respective Department Heads during their individual department presentations. Those that were added after the May budget presentations to City Council were the result of a comprehensive evaluation of service priorities and related deficiencies in respective departments; and consequential decisions to address departmental productivity. In cases where departmental structures/configurations were altered, needs to augment and/or modify existing staff were identified and staffing was adjusted accordingly. Updates Since Initial Department Presentations Staff has incorporated a few corrective modifications to the proposed budget since the initial Department Head budget presentations, as outlined in Attachment 4. Updates to the proposed budget figures can be categorized as follows: SALARIESBENFITS As noted above, departmental re-structuring has highlighted areas that require attention. City staff remain focused on delivering exceptional, professional, quality services to businesses and residents and, therefore, will continually evolve by implementing adjustments to staffing throughout the City to ensure service standards are met. Although an increase of$543,327 to Citywide salaries was incorporated into the revised budget, the total amount for benefits decreased by $634,880 due to a correction in the Public Agency Retirement Services ("PARS") payment amount anticipated for fiscal year 2017-2018. As a result, the total increase from the time of departmental presentations in May equates to $91,553. SUPPLIES/SERVICES Since May presentations, an increase in the amount of $239,999 for supplies and services was incorporated into the fiscal year 2017-2018 budget. Some of the more impactful changes for Citywide supplies and services are noted in the table below: Page 2 of 3 Department Increase/Decreasc Description Finance $35,000) Infrastructure Valuation Street Operations $199,000 Specialized Professional Services Electric Utility Administration $60,000 Professional Services CAPITAL Important capital projects were also added to the budget which total $571,000 combined. Each project is identified in the table below: Department Increase/Decrease Description Street Operations I $371,000 Road Resurfacing/Slurry Resurfacing/Slurry Seal Electric Utility Administration F$200,000 OE Clark Building Renovation Conclusion It is recommended that the City Council adopt a resolution approving the fiscal year 2017-2018 Citywide budget. Staff has been diligent in efforts to produce a balanced budget. Although the City faces a multitude of budgetary challenges, strategies to combat issues are being implemented. Efforts to further improve operational efficiencies and control costs will continue throughout fiscal year 2017-2018 and into the distant future. Fiscal Impact There is no fiscal impact associated to the adoption of the fiscal year 2017-2018 budget, as it is an administrative activity. Attachment(s) 1. Public Hearing Notice Regarding the Proposed Citywide Budget 2. Request for Additional Personnel—Cost Summary by Department 3. Summary of Adjustments to Proposed Budget Since Initial Department Presentations 4. Resolution Approving a Budget for the Fiscal Year 2017-2018 Page 3 of 3 Attachment 1 v 4305 Santa Fe Avenue City of Vernon Vernon,CA 90059 (323)583-8811 ELI kqL NOTICE OF PUBLIC HEARINGS REGARDING THE PROPOSED CITY WIDE BUDGET The City of Vernon will conduct two(2)Public hearings,which you may attend. PLACE: Venn City Hal] City Council Chambers 4305 Santa Fe Avenue Vernon,CA 90058 DATE&TUAE: Twesday,Jmte 20,2017,at 9:00 a.m. (or as soon theredker as the matter can be heard) PURPOSE: Consider Adoption or t5e Ohre)Year 2017-2018 1) Pt+apaaed City We Bridget 2) G� we ntteaW Appruptidoe Limit REQUESTS: All patties are invited to be ptesent and to submit statements orally or in writing before or during the meeting. DOCUMENTS FOR REVIEW: Documents ate available for inspection by the public at the Vernon City Hall,City Cleric Department,4305 Santa Fe Avenue,Vetxn California 90058,Monday through Thursday,7:OD a.m to 5:30 p.m and on the City's website at: tlttp:flvvc'yy_��t)4s1*ernirrt +ra`g/�s,tiernrncnG'public-n�ectin� �it*-inuoi PROPOSED CEQA FUMING: Staff plans to recomttmW that the Vernon City Council determine that the proposals will not have a significant effect on the environment and are exempt from the California Environmental Quality Act(CEQA).The conditions imposed an the conditional use pwri t are designed to protect the environment,public health,safety and general welfare. Please send your questions or comments and the name of the contact person to: William Fox City of Vernon 4305 Santa Fe Avenue.Vernon,CA 90D58 Tel:(323)583-881 l Email:wfox@ci.venton.ca.us If you challenge the adoptionlappmval of the Fiscal Year 2017-2019 Proposed City Wide Budget and/or the Gann Governmental Appropriation Limit or any provision thereof in court,you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written conespondence delivered to the City of Vernon at,or prior to,the meeting. Americans with Disabilities Act(ADA):In compliance with ADA,if you need special assistanoe to participate in the meeting,pk.sse contact the Office of the City Clerk at(323)583-8811 ext.546. The hearing may be continued or adjourned or cancelled and rescheduled to a stated time and place without further notice of a public hearing. Dated:6/6(2017 — Maria E%Ayala,City Cl Attachment 2 a Q h n n N m u1 � Q7 N n .h. ai r �o r.i ev n Sri r� W ui w v » In » +h » » » » ah » {1► N '} ry N N N N 0 CV V C C N � » » » » » » » » » » » » Y cc O y 10 r c �p A N a m rl .�-� N 131 h ry O W w rl ` rl rl f N rl n f C +� o Y Y � A a " In m m co r Oti T m 2 G — N n h 6 ' f^+ oQp O. O v ry a, v a 0 0 O R — �o T m m Ory — .r .y � E O M M m .Ni O T T T n c E m E E E m m c E E Y m a0i m m m ah+ m' m y ai G E ry r. � E v Y a 3 L I � > r r * ' c g N N V u — — 4 4 V E $ Q m 107 c y c 01 Z t C F g C Y n 3 Q. v0 — C J2 — c u �+ w Y c c E l7 o + 'Wi fA m _ C m ¢ i a a �n v� �i 4 m u - ' o z C C Y ° a s � m 3 d O O - O O C m a o 0 0 0 o A O m A m m s n w — �' Cto -0 u C ,O 0 0 0 0 0 0 y E E CM a o c 7 0 m 3 u� w V N e[ 0 0 0 0 0 0 0 0 0 0 0 0 S f Attachment 3 For Presentation For Public Notice For Adoption Dept 8 Dept Name Budget Category 6l1712017 Change 61712017 Change W1212017 1001 City Council 03-SALARIES $ 133,968 S i 133,968 S S 133,968 04-BENEFITS S 72,396 5 S 72,398 S $ 72,396 05-SUPPLIESISERVICE S 52.799 S $ 52,799 S S 52,799 1001 Total S 269,163 $ S 259.163 S S 26%163 1002 City AdminlItrstio t 03-SALARIES S 610,929 S 154,20D $ 786.129 $ - $ 765.129 04-BENEFITS S 228.465 S 58,590 S 287.055 S - S 267,055 05-SUPPLIESISERVICE S 238.177 S . $ 239,177 $ - 3 23B,177 1002TOW $ 1,077,671 $212,790 S 1,290,361 S $ 1,290,301 10113 CRY Clark 03-SALARIES $ 398,921 $ S 398,921 S 5 398,921 04•BENEFITS S 180.582 S(14,111) $ 146,471 S - S 146,471 05-SUPPLIESSERVICE $ 112,900 S 1,000 $ 113,900 5 S 113,900 1003 Total 3 672AW S(15,111) 3 669,292 6 6 869.292 1004 Finance 03-SALARIES S 524,830 $ (1) S 524.629 S 1 S 524630 04-BENEFITS $ 182,543 S . $ 182.543 S - S 182,543 05-SUPPLIESISERVICE S 1629030 5(35,000) S 1.594030 5 - $ 1,594,030 1004TOW S 2,336,2113 S(36,001) S $301,202 6 1 S 2,301,203 1016 Treasury 03-SALARIES $ 398,94E $ - $ 388.946 $ $ 388.946 04-BENEFITS $ 155,290 S S 155,290 $ $ 155.290 05-SUPPLIESISERVICE S 16.360 S - 6 16,360 $ $ 16,350 1015TOW 6 60 AU 6 - S WON S - $ 360,5% 1016 Purchasing 03-SALARIES $ 147,239 $ - $ 147.239 S $ 147,M 04-BENEFITS 5 105,675 5(43 718) S 62.157 S 6 62.157 05-SUPPLIESISERVICE S 5,780 S - S 5,780 $ S 5,700 1016 Total $ 268,894 S(43,718) S 216,176 6 - S 216.176 1021 Community Promotion 05-SUPPLIESISERVICE S 1.030.000 S - S 1,030.000 $ $ 1 030,000 1021 Total $ 1,030,9W S - $ 1.030,000 S - 3 1.030,000 1022 Successor Agency 05-SUPPLIESlSERVICE 5 5436332 5 - S 5 436 332 $ - S 5 436 332_ IS=Total $ 64,a,]12 $ $ 6A39A32 S S 6,436.7s2 1023 kldustrIal Dsvalopmwit 03-SALARIES S S $ - S $ 04-BENEFITS S - S S - S S OS-SUPPLIESISERVICE $ 76 230 $ 5 76.230 S S 76,2W OS-CAPITAL $ - 3 3 - 6 3 - 1023TaW $ 76.230 3 S 76,230 S - 9 76,230 1024 City Attorney 03-SALARIES $ 699.21E S S 699218 $ S 699,218 04-BENEFITS S 357368 S S 357,358 S S 357,368 05-SLIPPLIESISERVICE S 4399.300 6 $ 430,300 $ S 439,300 1024Total S 1,495.806 6 $ 1,496,866 S 6 1,496,666 1026 Human Raaauam 03-SALARIES $ 592,993 S(14.672) S 578,321 S S 578,321 04-BENEFITS 3 2,OB2001 S (212) S 2.091,789 5 S 2081,789 05-SUPPLIESSERVICE S 380,119 S 13,000 S 393,119 5 S 303,119 lox Total 3 3,068,113 $ 0IS") $ 3,063,219 S - # ],0# ms 1031 Police 03-SALARIES S 6.566,235 S S 6,566,235 5 5 6,566,235 04-BENEFITS S 3.e91.079 3(64029) S 3.827050 $ $ 3,827,050 05•SUPPLIES/SERVICE S 376.395 S S 376.395 S 5 376,396 06-CAPITAL S 40 000 S $ 40.000 S $ 40,000 1031 Total $ 10,873,709 S(64,029) S 10,809,6BO S S 10,809,170 1033 Fire 03-SALARIES S 11.414.673 S - $ 11,414.673 S S 11,414673 04-BENEFITS 3 6282,130 S(55.766) 5 6,226.364 S 6 6,226.364 05-SUPPLIESISERVICE S 703,597 S - S 703.597 S $ 703.597 06.CAPITAL S 301,800 $ S 301,800 3 S 301,600 1033Total S 16,702,199 3(86,766) S 18.5.",434 3 $ 19,648.434 1036 Civil Defense 03-SALARIES S 48,921 S - S 48,921 S 5 48,921 04-BENEFITS $ 26 909 S - 26,W9 $ $ 25,909 05-SUPPLIES/SERVICE 5 305,200 S - S 305.200 S S 305.200 06-CAPITAL 3 92,009 S 5 92,000 S S 92,000 1030 Total 6 473,030 $ - S 473,030 $ 6 4".13W 1040 Public Warm Administration 03-SALARIES $ 356432 S - $ 356,632 S $ 356,632 04-BENEFITS 5 112.075 S 5 112.075 S S 112.075 05-SUPPLIESISERVICE S 5 600 S $ 5 600 S 5 5,600 1040 Total $ 474.507 S - S 474,607 3 - S 474,607 1041 Building Regulations and Planning 03-SALARIES S 729 713 S - S 729,713 $ S 729,713 04-BENEFITS 5 327 70t 5(28,128) S 299,573 5 5 299,573 05-SUPPLIESISERVICE S 246,25C S . S 246,250 $ 2,000 $ 248.250 1041 Total $ t,3W,664 S(26,128) 3 1,276,636 3 2,000 6 1277,638 1043 Shim Operations 03-SALARIES 5 2,180319 S(45000) 5 2,135,319 S 45,000 S 2,1W,319 04-BENEFITS 5 882 963 S(40 991) S 841 972 $X2,093) $ 519,879 1 of 3 For Presentation For Public Notice For Adoption Dept II Dept Now Budget Category 6f1712017 Change 617r2077 Ctlanga _ 611212017 05-SUPPLIES5ERVICE $ 1,713,680 $199.000 S 1912690 S - S 1,912,690 06-CAPITAL 3 3,986,0DO $371,100 S 4,357,100 S - S 4,357,100 1043Total 6 8,762,962 6464,109 S 9.247,071 6(277,093)6 9,9mm 10" City Garage 03-SALARIES 5 364,041 S(11,000) S 353041 $ 109% S 364,039 04-BENEFITS S 188,045 S(40.700) S 147 345 S S 147,345 05-SUPPLIES/SERVICE S 270,500 S - $ 270,500 S S 270,500 06-CAPITAL S 18,000 S - S 18,000 $ - $ 19.000 1049 Total S 640,696 6(51,700) S 788,886 6 10,996 S 799,684 1047 City Warehouse 03-SALARIES 5 258.578 S (6,500) S 252,079 $ 8,000 S 260,07B 04-BENEFITS S 118,339 S 1,463 S 119,802 S 21 S 119.823 05-SUPPLIES/SERVICE S 10.950 S - $ 10,95C $ - S 10,950 1047 Total S 3R7,667 1 {6,03r) 5 S IAM 6 li,021 1 999,651 1048 Clty Housing 03-SALARIES S 110.269 S (750) 5 109.519 $ 20 751 S 130,270 04-BENEFITS $ 50,450 S S 50,450 S 291 S 50.741 D5-SUPPLIESSERVICE S 141.200 S - $ 141200 S 3 141.200 06-CAPITAL 6 350,000 S - S 350,000 S - S 350.000 1048 Total 6 651,91! $ (760) $ 651.169 S 21,042 S WZ211 Ion Clly BuIldlogs 03-SALARIES S 372,441 S(31 500) S 340 941 S 31 501 $ 372.442 04-BENEFITS S 154.175 S $ 454.175 S 1 S 154.176 05-SUPPLIESISERVICE S 743,550 5 $ 743,5W S - S 743,550 D5-CAPITAL S 305.000 $ - $ 305 000 S - 5 305,000 Ion TOM $ 1,675,166 S(31.500) S 1,643,666 S 31,502 S 1,676,168 1067 Fiber Optics 03-SALARIES S 97,137 $ 13,884 $ 111021 S S 111,021 04-BENEFITS S 22,752 5 7,943 $ 30.695 S $ 30,695 05-SUPPLIESSEWOCE S 382.800 $ - $ 382,800 S S 382.800 06-CAPITAL S 345,0DO S - 5 345,000 S S 345,ODO 1067 Total S 947,682 S 21,627 $ M.616 5 6 969,619 1060 Hea" 03-SALARIES S 922030 S - S 922,030 S $ 922,030 04-BENEFITS S 340,OOC S S 340,060 S S 340,000 05-SUPPLIES/SERVICE S 157.507 3 - 6 157,507 $ 6 157,507 1060rolad S IA19,537 6 - S 1,419,637 5 - 6 1,419,w 1051 Health-Solid Waste 03-SALARIES 5 123.502 6 - S 123.502 S 5 123,5W 04-BENEFITS S 43.155 S - S 43.155 S $ 43.155 05-SUPPUESSERVICE S 377,891) 6 S 377,680 S S 377,880 1091 Total 5 WS37 S S $44,07 S 6 WS37 1064 Water D3-SALARIES S 1,588,840 $(185,895) S 1,402,945 S 417.109) S 1,385,836 04-BENEFITS S 723.255 S(187,460) S 535,796 S 6,408 S 542.203 05-SUPPLIESISERVICE S 5,661.WO S $ 5,661,9DO 5 S 5.661,900 _ 06-CAPITAL $ - S - $ - $ - $ _ 1084 Total S 7,973,995 5(373,366) S 7.600.640 S(10,701) 6 7,689,939 ION Recycled Water 05-SUPPLIESISERVICE S 195.500 S $ 195,5C0 $ $ 195.500 1085 Total 6 196,600 $ - 6 196,500 6 6 195xm 6096 Parcel Tar 05-SUPPLIESSEROCE 5 12.402,308 $ $ 12A$2.308 S S 12,482,308 SMTotal S 12,462,308 $ - $ 12,482,306 S S 1$46$306 6600 Gas Wity 03-SALARIES 5 514 029 S S 514.029 S 6 514.029 04-BENEFITS S 182 061 5 5 182,081 S - S 182.061 05-SUPPLIES/SERVICE S 38,783,434 $ $ 38.783,434 S (0) S 36.783.434 06-CAPITAL S 359.200 S - $ 3592M $ - S 3592M 6600 To641 S 39,939,724 5 - $ 39,9KYU $ (0) S 39AA724 6033 HazardousMaterlsi 03-SALARIES $ 134.726 S S 134,r26 S S 134,726 04-BENEFITS S 62 965 S S 62.955 S 5 62,965 05-SUPPLIESISERVICE S 25,040 $ $ 25,040 $ S 25,040 06-CAPITAL S - 5 S - 5 S - 9033 Total 6 222,731 S 6 2ZZ731 S 6 222.731 6060 Health•Hex Mat 03-SALARIES S 112.902 S S 112,902 S S 112,9W D4-BENEFITS S 37.681 S - S 37,681 S $ 37,681 05-SUPPLIESSERVICE S 23,180 S $ 23,180 S $ 23,180 6060Tetel 6 1",7a.1 S - $ 173,763 S - S 173.763 7100 Customer service 03-SALARIES S 219.491 5 - S 219,491 S $ 219,491 04-BENEFITS S 95,424 S - 5 95,424 S $ 95,424 05-SUPPUES+SERVICE S 330.200 5 S 330,200 $ $ 330,200 06-CAPITAL 5 50 000 S € 50 000 $ 5 50 000 71NTOW $ 625,116 6 - $ 695.116 $ - S 411011.1115 7200 Energy Manaprllem 03-SALARIES $ 49.091 $(21.492) S 28.399 S $ 28,399 04-BENEFITS $ 16,744 S (7,058) S 906 S 5 9,606 05-SUPPLIESSERVICE S 4855DO $ 5 485500 S S 455,500 2of3 For Presentation For Public Notice For Adoption Dept 9 Dept Name Budget Category 511742017 Change 87712017 Change &12Pl017 7206TOW S 552,139 S(20,W) S 5231,11186 $ $ 623,6B6 am Field Operations 03-SALARIES 5 712,401 S 30ODD S 742.481 S - S 742.481 04-BENEFITS $ 235,298 S 435 S 235.733 S S 235,733 05-SUPPLIES/SERVICE S 429,851 S S 429,851 $ $ 429.851 06-CAPITAL $ 341,0D0 $ - S 341,000 $ S 341.40D 8000 Totd S 1.718.630 S 30,456 S 1-7aA066 S S 11.741.0" 6100 System Dispatch 03-SALARIES S 1,709.415 S 59,868 S 1.769,283 S(129,573)S 1.1339.710 04-BENEFITS $ 596,955 S(10,675) S 596280 $(48,663) S 537.617 05-SUPPLIESISERVICE S 552.159 S S 552,159 S $ 552.159 06-CAPITAL S 115,000 $ S 115,000 $ S 115,000 8100 Told S 2.973,529 S 49,193 $ 3,02$722 $(178,=) S ZW486 8200 Generation StatWn A 03-SALARIES $ 84,180 5(84.180) $ - S - S - 04-BENEFITS S 42,738 S(42,738) S - 5 - $ - 05-SLIPPLIESISERVICE S 179,071 S S 179.071 S - 3 179.071 05-CAPITAL S 25,0D0 S $ 25A00 $ $ 25,000 3200 Toul S S.t0,969 $1122,919) S 2KC71 $ 5 204,071 9300 Electrical Transmtaaton 8 Dist ibutli 05-SUPPLIESISERVICE S 6,749,951 S $ 6749961 S $ 6749,961 D5-CAPITAL $ - $ - $ . $ - 5 8300 Trial $ 6,1`46,961 S $ 5,749.961 S S 6,749,961 8400 Building Maintemnce 05-SUPPLIMSERVICE $ 98,511 $ $ 98,511 S - $ 98511 06-CAPITAL $ 272.500 5 $ 272,500 S S 272 500 8400 TOM S 371.011 5 - 9 371.011 $ S 371,011 9000 AdmiriNtrabon 03-SALARIES S 680,771 $347.313 S 1,028.084 S (5,714) S 1.022.370 04-BENEFITS $ 277,617 S108,008 S 385,625 S (1,426) S 384,199 05-SUPPLIESISERVICE $ 56.275.215 S W000 S 66,336,215 5 . S 66,336,215 06-CAPITAL S 488,000 S - S 488,000 $200,000 S US 000 9000 Told 5 $7,722,003 $615,321 S 69.237.224 S 192,860 S 6BA30,784 9019 Information Technology 03-SALARIES $ 533,440 S 5 533.440 S S 533,440 04-BENEFITS $ 168,164 S S 168,164 S 6 168.164 05-SUPPLIESISERVICE 5 1,116,646 S S 1.118.646 S S 1.118.646 06-CAPITAL S 152,000 $ - S 152,000 $ S 152,00D 9019 fa141 S 1,972 M $ 5 1,972250 $ S 1,972,250 9100 Engheerilg 03-SALARIES S 808.838 $378.448 S 1,187_2W $ (3,251) S 1.184.035 04-BENEFITS 5 310274 $115,372 S 425,646 S (782) S 424.884 05-SUPPLIESISERVICE S 248,050 S $ 248,D50 S S 240,050 06-CAPITAL S 8,775,000 S S 6.775.000 $ - $ 8.775.000 9100Total S 10,142,162 S493,820 S 10,635,982 4 (4,013) S 10,631,999 9200 Resource Planning D3-SALARIES S 1,085,257 $ - S 1,085,257 S S 1,085,257 04-BENEFITS S 403,152 5(24,883) S 378,269 S S 378.269 06-SUPPLIESISERVICE 5 122,064,478 S (0) $ 122,064,478 S $122.054,478 9200Total S 123,662,B87 S(24,983) S 123.528.004 S - $123,528,004 Grand TOW 5 3a0,7gap67 ;_523 166. 5 341,70.22R RX3,419 541 64 30" Attachment 4 RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING A BUDGET FOR THE FISCAL YEAR 2017-2018 WHEREAS, on June 21, 2016, the City Council of the City of Vernon adopted Resolution No. 2016-32 approving a budget for the fiscal year 2016-2017; and WHEREAS, the City Council of the City of Vernon wishes to establish a new budget to anticipate the requirements for fiscal year 2017-2018 for the different departments of the City of Vernon; and WHEREAS, on May 2nd and May 16th, 2017, City Department Heads presented to the City Council the proposed budgets for their respective departments for Fiscal Year 2017--2018; and WHEREAS, the expenditures proposed in the budget are well under the limitations imposed pursuant to the Gann Initiative for Fiscal Year 2016-2017 and the likely even higher Gann limit for Fiscal Year 2017-2018 ; and WHEREAS, the budget maintains the proper balance between revenues and expenditures, and establishes well thought out priorities; and WHEREAS, approval of the budget is in the public interest . 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) , because adoption of the budget is the creation of a government funding mechanism or other government fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment and is therefore not a "project" as defined under Section 15378 (b) (4) . Further, even if adoption of the budget were considered a "project, " it would be exempt from CEQA review, in accordance with Section 15061 (b) (3) , the general rule that CEQA only applies to projects that may have a significant effect on the environment. SECTION 3 : The City Council of the City of Vernon hereby approves the budget as set forth in Exhibit A, attached hereto and incorporated by reference, to anticipate the requirements for fiscal year 2017-2018 for the different departments of the City of Vernon. SECTION 4 : The anticipated revenues for the fiscal year 2017-2018 are set forth in Exhibit B, attached hereto and incorporated by reference. SECTION 5 : The City Council of the City of Vernon hereby finds and determines that certain items provided for in individual department budgets are in the nature of community promotion and education, and the City Council of the City of Vernon further finds and determines that the same are in the best interests of the City of Vernon, and necessary for the further development of the City and constitute a reasonable expenditure of public funds . - 2 - SECTION 6 : The City Clerk, or Deputy City Clerk, of the City of Vernon is hereby directed to file this Resolution (along with each exhibit) with the County Auditor of Los Angeles County, located at the following address, within sixty (60) days after July 1, 2017 : County of Los Angeles Office of Auditor/Controller Hall of Administration 500 West Temple Street Los Angeles, CA 90012 SECTION 7 : 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 20th day of June, 2017 . Name : Title : Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney - 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, June 20, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2017, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) - 4 - EXHIBIT A Proposed Budget as of 6/12/17 CITY OF VERNON EXPENDITURE BUDGET 2017-2018 FY2018 FY2018 FY2018 FY2018 FY2018 SUPPLIES/ CAPITAL DEPARTMENT SALARIES BENEFITS SERVICES OUTLAY TOTAL CITY COUNCIL $ 133,968 $ 72,396 $ 52.799 S $ 259,163 CITY ADMINISTRATION 765.129 287.055 238,177 1.290,361 CITY CLERK 398.921 146,471 113.900 659.292 FINANCE 524.630 102 543 1,594.030 2.301.203 TREASURER 3B8,946 155,290 16,360 5W.596 PURCHASING 147.239 62.157 5.780 215.176 HUMAN RESOURCE 578,321 2.081.789 393,119 3,053.229 INFORMATION TECHNOLOGY 533.440 168.164 1.118,646 152,000 1.972.250 SUB-TOTAL ADININ 3,470,694 3,166,865 3,632,811 162,000 10,311,270 HEALTHIENVIRONMENTAL CTRL 922.030 340.000 157,507 1,419,537 HEALTH-SOLID WASTE 123.502 43.155 3T7 880 544,537 SUB-TOTAL HEALTH 1,045,632 383,155 536,387 - 1,964,074 POLICE 6.566.235 3,827,050 376,395 40.000 10,809,680 CITY ATTORNEY 699.218 357.368 439,300 1.495,886 FIRE 11.414.673 6.226.364 703.597 301,800 18.646,434 CIVIL DEFENSE 48.921 26.909 305,200 92,000 473.030 SUB-TOTAL SAFETY 18,729,047 10,437,691 1,824,492 433,800 31,425,030 ADMIN-ENGR-PLANNING 356,032 112,075 5,600 474.507 BUILDING DEPARTMENT 729.713 299,573 248.250 1,277,SW PUBLIC WORKS 2.180.319 519.879 1,912.680 4,357.100 8.969,978 INDUSTRIAL DEVELOPMENT - 76,230 76.230 COMMUNITY PROMOTION 1.030.000 1,030,000 CITY GARAGE 364,039 147,345 270,500 18,000 799.884 CITY WAREHOUSE 260,070 119,823 10.950 390,851 CITY HOUSING 130,270 50.741 141,200 350,000 672,211 CITY BUILDINGS 372,442 154.176 743,550 305,000 1,575.168 SUB-TOTAL COMM SER 4,393,693 1,403,612 4,438,960 5,030,100 15,266,365 TOTAL GENERAL FUND S 27,638,866 S 15,380,323 S 10,331,650 $ 6,615,900 $ 68,966,739 EXHIBIT"A" Page 1 of 2 Proposed Budget as of 6/12/17 CITY OF VERNON EXPENDITURE BUDGET 2017-2018 FY2018 FY21118 FY2018 FY2018 FY2018 SUPPLIES/ CAPITAL DEPARTMENT SALARIES BENEFITS SERVICES OUTLAY TOTAL TOTAL GENERAL FUND i 27,638,866 i 15,380,323 i 10,331,650 i 6,615,900 i 58,966,739 RDA OBLIGATION RETIREMENT FUND 5.436.332 5,436,332 HAZARDOUS WASTE FUND 247 628 100.646 48,220 - 396,494 PARCEL TAX FUND 12,482,308 12,482,308 UTILITIES WATER FUND WATER OPERATIONS 1,385,836 542,203 5.661,900 - 7,589.939 RECYCLED WATER 195,500 195.500 SUB-TOTAL WATER 1,385,836 542.203 5.857,400 - 7,785,439 LIGHT&POWER FIELD OPERATIONS 742,481 235.733 429,851 341.000 1,749,065 SYSTEM DISPATCH 1,639,710 537,617 552,159 115,000 2,844,486 STATION A 179,071 25.000 204.071 TRANSIDISTRIBUTION 6,749,961 fi 749,961 BUILDING MAINTENANCE 98.511 272.500 371,011 CUSTOMER SERVICE 219.491 95.424 330.200 50,000 695,115 ADMINISTRATION 1.022,370 384.199 66.336,215 688,000 68,430,784 ELECTRICAL ENGINEERING 1,184,035 424,884 248,050 8,775,000 10,631,969 RESOURCE MANAGEMENT 1,085,257 378,269 122,064,478 123.528,004 ENERGY MANAGEMENT 28,399 9,686 485,500 523,585 SUB-TOTAL L&P 5,921,743 2,065,812 197,473,995 10.266.500 215,728,061 GAS 514.029 182.061 38.783.433 359,200 39,838,723 FH3ER43PTICS 111.021 30,695 382,800 345.000 869,616 TOTAL UTILITIES 7,932.629 2,820,771 242,497.629 10,970,700 264,221,729 GRAND TOTAL i 35,819,123 i 18,301,740 i 270,796,139 i 16,586,600 i 341,503,602 EXHIBIT"A" Page 2 of 2 EXHIBIT B Proposed Budget as of 6/12/17 CITY OF VERNON ESTIMATED REVENUES 2017-2018 GOVERNMENTAL FUND TYPE GENERAL FY2018 400110 SECURED PROPERTY TAX-CURRENT 6 3,570,110 400210 PRIOR YEAR SECURED (8,000) 400310 REAL PROPERTY TRANSFER TAX 219,500 400311 BNSF 702,850 400500 PROPERTY TAX-INTEREST B PENALTIES 7,000 400610 PROP"A"FUNDS 2,270 400630 PROP"C"FUNDS 1,860 400700 HOMEOWNERS'PROPERTY TAX EXEMPTION 15,600 400820 PUBLIC SAFETY AUGMENTATION FUND 1,700 401000 UTILITY USERS TAX 2,186,492 401200 SALES AND USE TAX 5,782,134 401600 ADMINISTRATIVE FEES-S82557 (32,841) 401650 STATE FEE-SB1186 800 410100 BUSINESS LICENSES 5,336,000 410210 BUILDING PERMITS 710,000 410211 FIRE PERMIT FEES 60,000 410212 ALARM PERMITS 36,000 410240 PUBLIC HEALTH PERMITS 960,557 410250 HEALTH PERMIT LATE FEES 11,577 410270 FILMING PERMITS 18,000 410271 SPECIAL EVENT PERMIT FEES 1,200 410280 CONDITIONAL USE PERMITS 10,000 410290 ISSUANCE FEE 19,000 410300 FRANCHISES AND AGREEMENTS 73,000 410310 SOLID WASTE FRANCHISE FEES 1,000,000 410320 SOLID WASTE FRANCHISE LATE FEES 5,000 410330 FRANCHISE FEES,PRIOR YEARS 20,000 410400 CLOSURE REVIEW FEES 2,700 410410 PLAN CHECK REVIEW FEES 2,400 410430 ANNUAL BUSINESS FIRE INSPECTION 280,000 410460 ANNUAL BUSINESS FIRE RE-INSPECITON 10,000 410470 FIVE YEAR SPRINKLER SYSTEM TESTING 9,000 410480 FALSE ALARM FEES 65,000 410490 FIRE EXTINGUISHER TRAINING 500 420100 VEHICLE CODE FINES 60,000 42011D OTHER VEHICLE FINES 25,000 420120 DUI EMERGENCY RESPONSE 2,040 420130 VEHICLE INSPECTION FEE 4,500 420510 PARKING CITATIONS 12,000 420515 FRANCHISE TOWING FEES 20,000 420520 COMMUNITY SERVICES INCOME 37,000 420525 IMPOUNDED VEHICLE RELEASE FEES 20,000 420530 DUI VEHICLE RELEASE FEES 2,000 420535 REPOSSESSED VEHICLE RELEASE FEE 300 430110 INVESTMENT INCOME 77,000 431000 RENTS 498,000 440100 GRANT REVENUE 1.955.699 441010 COPS-SLESF FUNDS 100,000 441015 TASK FORCE REIMBURSEMENT REVENUE 60,000 442001 MOTOR VEHICLE IN-LIEU TAX 9,217 450110 FIRE SERVICE 22,000 450120 ENGINEERING INSPECTION FEES 70,000 458000 GENERAL CITY ADMINISTRATIVE SERVICES 3,593.677 459030 GROUP MEDICAL REVENUE 205,000 461100 MISCELLANEOUS AND PENALTIES 38,500 466000 PA S T REIMBURSEMENT 8,000 466200 PLAN CHECK FEES 365,000 466220 GREEN BUILDING STANDARDS FEE 8,000 466230 ANNUAL FEE 1,000 466600 COPIES AND PUBLICATIONS 19,262 466700 BACKFLOW CERTIFICATES 15,120 EXHIBIT"B" Page 1 of 2 Proposed Budget as of 6/12/17 CITY OF VERNON ESTIMATED REVENUES 2017-2018 GOVERNMENTAL FUND TYPE GENERAL FY2018 466900 MISCELLANEOUS 21,810 467000 STRIKE TEAM REIMBURSEMENT 150,000 467100 EMS REIMBURSEMENT 135,000 467300 BOOKING FEE REIMBURSMENT 10,000 468400 VARIANCES 5,000 499700 CREDIT FOR GARAGE WORK ORDERS 375,000 600910 OTHER INCOME 6,000 630055 LIGHT AND POWER IN-LIEU TAX 4,790,376 670010 SALE OF CAPITAL ASSETS 700,000 690100 TRANSFER IN-FROM OTHER FUNDS 23,587,255 SUB-TOTAL REVENUE ITEMS 58.068,165 SPECIAL REVENUE: 407500 GAS TAX 2103 1.300 407600 GAS TAX 2106 U100 407700 GAS TAX 2107 t,300 407800 GAS TAX 2107.5 1,200 SUB-TOTAL GAS TAX 9,840 TOTAL GENERAL FUND 58,09T,"5 SPECIAL FUNDS 060 HAZARDOUS WASTE FUND 500,000 095 PARCEL TAX REVENUES 12,482 308 SUB-TOTAL SPECIAL FUNDS 12,982,308 FIDUCIARY FUND 022 RDA TAX INCREMENT 5 4.3e.332 SUB-TOTAL FIDUCIARY FUND 5.436.332 TOTAL GOVERNMENTAL TYPE FUNDS 76,516,605 PROPRIETARY FUND TYPES WATER DEPARTMENT 020 WATER-REVENUES 8,573.244 LIGHT AND POWER 055 LIGHT AND POWER-REVENUES 214,088,639 055 LIGHT AND POWER-NON-OPERATING TRANSFER-IN 22,562,707 055 LIGHT AND POWER-RESERVES (21,326.341) FIBER-OPTICS 057 FIBER-OPTICS-REVENUES 605,000 GAS UTILITY 056 GAS-REVENUES 40,493,748 SUB-TOTAL ENTERPRISE FUNDS 264,986,997 GRAND TOTAL ALL FUNDS S 341,503,602 EXHIBIT"B" Page 2 of 2 RECEIVED RECEIVED JUN 15 2W JUN 15 2017 it CITY ADMINISTRATION CITY CLERKS OFFICE STAFF REPORT ajDf FINANCE DEPARTMENT DATE: June 20, 2017 TO: Honorable Mayor and City Council V)13—+ FROM: William Fox, Finance Director Originator: Masami Higa, Assistant Finance Director RE: Recommendation for Fiscal Year 2017-2018 Gann Governmental Appropriation Limit Recommendation A. Find that adoption of the Fiscal Year 2017-2018 Appropriation Limit proposed in this staff report is exempt under the California Environmental Quality Act (CEQA) because such action is a government fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Conduct a Public Hearing; and C. Adopt the attached resolution establishing the City's Appropriation Limit for the Fiscal Year 2017-2018 in the amount of$956,557,514 based on the percentage change in the Nonresidential Construction and County Population. Background California voters approved an initiative on November 6, 1979 that added Article XIIIB to the State Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. This State Appropriation Limit is often referred to as the Gann Limit, after Paul Gann, the author of the measure placing the limit in the State constitution. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal years, as increased each year using specified population and inflationary growth factors. The original legislation implementing the provisions of Article XIIIB became effective January 1, 1981. In accordance with that legislation, the governing body of each government jurisdiction must, by resolution, establish its annual Appropriation Limit for the coming year at a regularly scheduled meeting or noticed special meeting. The original Article XIIIB (Proposition 4) and its implementing legislation, Chapter 1205/80, was modified in June 1990 by Proposition I I I and SB 88 (Chapter 60/90). Significant changes imposed by Proposition I I I include the following: • The provision of a choice in methodologies for determining the annual inflation factor between (1) growth in California per capita income, or (2) growth in non-residential assessed valuation due to new construction within the City. • The provision of a choice in methodologies for determining the annual population growth factor between (1) City population growth, or(2) County population growth. • Regulations allowing the exclusion of "qualified capital outlay" expenditures from calculation of the Limit. • Provision of a process for avoiding tax refunds if a city falls sufficiently below the Limit in the next fiscal year. The revised language provides two years, beyond the second year, to refund any remaining excess during which jurisdictions can seek to obtain a successful override vote. As a result of Proposition 111, the City is required to choose between two annual inflation factors and two population factors. • The choice offered for the annual inflation factor is (1) the growth in California per capita income or (2) the growth in non-residential assessed valuation due to new construction within the City. • The choice offered for the annual population growth factor is (1) the growth in City or(2) County population. The City calculated its appropriation limit based on the non-residential assessed valuation due to new construction as its annual inflation factor and the County's population growth as its annual population growth factors for the eight(8) years prior to Fiscal Year 2014-2015. The City calculated its appropriation limit based on the State per capita personal income as its annual inflation factor and the County's population growth as its annual population growth factors for Fiscal Year 2014-2015, 2015-2016, and 2016-2017. The City calculated its appropriation limit based on the non-residential assessed valuation due to new construction as its annual inflation factor and the County's population growth as its annual population growth factors for Fiscal Year 2017-2018. When the City prepares its annual budget each year, the appropriations subject to the Appropriation Limit is typically well below the Appropriation Limit as shown below: ' Appropriation Subject to Fiscal Year Appropriation Limit the Limit Amount Under Limit 2008-2009 $283 million $77 million $206 million 2009-2010 $304 million S48 million $256 million 2010-2011 $372 million $41 million $331 million 2011-2012 $627 million $62 million $565 million 2012-2013 $1,022 million $47 million $975 million 2013-2014 $962 million $55 million $907 million 2014-2015 $989 million $52 million $937 million 2015-2016 $1,032 million $57 million $975 million 2016-2017 $1,097 million $55 million $1,042 million 2017-2018 $957 million $56 million $901 million Over the last ten (10) years, and including 2017-2018, the City's appropriations subject to the Appropriation Limit have remained well below the Appropriation Limit. Given the size of this gap, it is unlikely that the City will exceed the Appropriation Limit in the upcoming years without significant changes to the City's tax structure. The notice indicating the documentation used in the determination of the appropriation limit provided herewith was posted on the City's website on May 22, 2017 and is available for public inspection. Fiscal Impact There is no fiscal impact since the City continues to remain below the Appropriation Limit. Attachments 1. Fiscal Year 2017-2018 Alternative Adjustment Factors 2. Public Hearing Notice Regarding the Gann Governmental Appropriation Limit 3. Proposed Resolution Attachment 1 City of Vernon Fiscal Year 2017-2018 Alternative Adjustment Factors ALTERNATIVE ADJUSTMENT FACTORS Under Proposition 111,there are two options available for each of the major adjustment factors. The values of these factors for the purpose of calculating the Gann Limit are as follows: FY 2016 FY 2017 FY 2019 Price Factors: (A) Percent growth in State per Capita Personal Income: 3.50% 5.37% 3.69% (Source: California Department of Finance) Price Factor A 1.035 1.054 1.037 (B) Percent change in Assessed Valuation in new non-residential construction 23.73 6.71 -13.27 (Source: Los Angeles County Assessor's Office) Price Factor B 1.2373 1.0671 0.8673 Population Factors: (C) Percentage growth in County Population 0.82 0.85 0.57 (Source: California Department of Finance) Population Factor C 1.0082 1.0095 1.0057 (D) Percent growth in City Population 0.82 72.13 0.00 (Source: California Department of Finance) Population Factor D 1.0082 1.7213 1.0000 Annual Adjustment Factors: Based upon the actual data,the four alternative adjustment factors are as follows: A x C 1.043487 1.062656 1.042910 A x D 1.043487 1.813734 1.036900 B x C 1.247446 1.076170 0.8722" B x D 1.247446 1.936799 0.867300 #NT 4i. M. tJ ICI h 4 ,4 } DEPARTMENY OF EOIAUND G. BLOWN JR. - GOVERNOR �--�--rFINANCE Q#YYCK ar trig 0i#*CCr0@% STATE CArITOL E ROOM 1 14S 0 aAGwA..EMTO CA ESSO 1 4-4949M Ww+r.oas-.u.aiov May 2017 Dear Fiscal Officer. Subject: Price Factor and Population Information Appropriations limit The California Revenue and Taxation Code, section 2227, requires the Department of Finance (Finance)to transmit an estimate of the percentage change in population to local governments. Each local jurisdiction must use their percentage change in population factor for January 1, 2017, in conjunction with a change in the cost of living, or price factor, to calculate their appropriations limit for fiscal year 2017-18. Attachment A provides the change in California's per capita personal income and an example for utilizing the price factor and population percentage change factor to calculate the 2017-18 appropriations limit. Attachment B provides the city and unincorporated county population percentage change. Attachment C provides the population percentage change for counties and their summed incorporated areas. The population percentage change data excludes federal and state institutionalized populations and military populations. Population Percent Change for Special Districts Some special districts must establish an annual appropriations limit. The Revenue and Taxation Code, section 2228 provides additional information regarding the appropriations limit. Article XIII 8, section 9(C)of the California Constitution exempts certain special districts from the appropriations limit calculation mandate. The Code and the California Constitution can be accessed at the following website: htta-fllNinfo.legislature_ca.gov.-facesicodes_xhtml. Special districts required by law to calculate their appropriations limit must present the calculation as part of their annual audit. Any questions special districts have on this requirement should be directed to their county, district legal counsel, or the law itself. No state agency reviews the local appropriations limits. Population Certification The population certification program applies only to cities and counties. Revenue and Taxation Code section 11005.6 mandates Finance to automatically certify any population estimate that exceeds the current certified population with the State Controller's Office. Finance will certify the higher estimate to the State Controller by June 1, 2017. Please Note: Prior year's city population estimates may be revised. If you have any questions regarding this data, please contact the Demographic Research Unit at (916)323-4086. MICHAEL COHEN Director By: AMY M. COSTA Chief Deputy Director Attachment May 2017 Attachment A A. Prke Factor: Article XIII B specifies that local jurisdictions select their cost of living factor to compute their appropriation limit by a vote of their governing body. The cost of living Factor provided here is per capita personal income. If the percentage change in per capita personal income is selected,the percentage change to be used in setting the fiscal year 2017-18 appropriation limit is: Per Capita Personal Income Fiscal Year Percentage change (FY) over prior year 2017-18 3.69 B. Following is an example using sample population change and the change in California per capita personal income as growth factors in computing a 2017-18 appropriation limit, 201748: Per Capita Cost of Living Charge=3.69 percent Population Change=0.85 percent Per Capita Cost of living converted to a ratio: 3.69+ 100 = 1.0369 100 Population converted to a ratio: 0.85+ 100 = 1.0085 100 Calculation of factor for FY 2017-18: 1.0369 x 1.0085= 1.0457 Fiscal Year 2017-18 Attachnient B Annual Percent Change in Population MMus Exclusions' January 1,2016 to January 1,2017 and Total Population,January 1,2017 Igtil county - rrlrrrt.E=elydaei. - city MG-2017 1-1-16 14 17 14-2r17 Los Angeles Agoura His 0.01 21,015 21.018 21,018 Anambra 0.79 86,237 86,922 86,922 Arcadia 0.31 57.194 57,374 57,374 Artesia -0.02 16,734 16,730 16,816 Avalon 0.03 3.717 3.718 3,718 Azusa 0.68 49,424 49,792 49,762 Baldwin Park 0.41 75,227 75,637 75.537 Bar 0.00 36,409 36,408 36,408 Berllower 0.00 76.657 76,657 76.657 Bell Gardens 0.07 42.798 42.824 42,824 Beverly Hills -0.10 34.679 34,646 34.646 Bradbury -027 1.110 1,107 1,107 Burbank -0.01 106,046 105,033 105,033 Calabasas 0.14 24,168 24.202 24,202 Carson 0.23 93.465 93,674 93,674 Cerritos 1.21 49,439 50,039 50,039 Claremont 0.17 36.155 36.225 36.225 Commerce -0.02 13,067 13.064 13.064 Campton 0.00 100.048 100,050 100,050 Covina 0.02 49,000 49.011 49,011 Cudahy -0.02 24,417 24,411 24.411 Culver city -0.04 40,120 40.103 40,103 Diamond Bar 0.26 56,919 57,066 57.066 Downey 0.09 113,729 113.832 113,932 Duarte -0.02 22,038 22.033 22,033 El Monte -0.02 114,295 114,268 114,268 El Segundo 0.08 16,703 16.717 16,717 Gardena 0.31 60,534 60.721 60,721 Glendale 0.57 200,600 201,748 201,748 Glendora 1.31 51,928 52,608 52,608 Hawaiian Gardens -0.05 14,761 14,753 14,753 HBW*Xxrre 0.01 87,649 87.882 87,662 Hermosa Beach -0.48 19.711 19.616 19.616 Hidden Hills 0.48 1.876 1.885 1,885 Huntington Park 0.00 59,385 59.383 59,393 in"" 0.00 440 440 440 Inglewood -0.02 114,921 114,900 114,900 Irwindale 0.28 1,419 1.423 1,423 'Exckw.km kK*jde residents on federal military installations and group quarters residents in state mental ffmMu ions,state and federal correctional instihrions and veteran homes. Fiscal Year 2017-18 Attachment B Annual Percent Change in Population Minus Ealckmkms' January 1,2016 to January 1,2Q17 and Total Population,January 1.2017 i2raL Lour" ftt2"Chance -- Pooulation Minus Exctuslons - CRY 2616%U17 1.1.16 1-1-17 14-2017 Le C rdmis FiMridge -0.04 20.505 20.497 20,497 La Habra Heights 0.46 SAW 5,463 5.463 Lakewood 0.04 79,239 79,272 79,272 La Mirada -0.03 49.448 49.434 49.434 Lanes der -0.03 153.328 153,289 157,820 Le Puente 0.04 40.440 40.455 40,455 La Verne 0.35 33,058 33,174 33,174 Lawndeie 0.02 33.357 33,365 33.365 Lomita 0.20 20.363 20.403 20.403 Leap Beach 0.09 479.679 480,096 480,173 Los Angeles 1.06 3.996.347 4,038,817 4,041.707 Lyrhwood 0.19 71,863 71,997 71,997 Malibu -0.04 12,747 12,742 12,742 Manhattan Beads 0.45 35,329 35,488 35.483 Maywood -0.02 28,023 28,016 28.016 Monrovia 2.95 37,411 38,514 35,514 Montebello 0.20 63,792 63,917 63.917 (Monterey Park 0.38 61,372 61.606 61.606 Norwalk 0.00 104,784 104,760 105.526 P86 X1011e -0.02 158,643 158,605 15%605 Palos Verdes Estates -0.08 13,674 13.063 13.863 Paramount 0.10 55,868 KM 55,923 Pasadena 1.68 140,960 143.333 143.333 Pico Rivera 0.02 64,031 64.046 64.046 Pomone 0.75 154.151 155,306 155.306 Rancho Pats Verdes 0.31 42,736 42,867 42,884 Redondo Beech 0.09 68,844 66,907 68,907 Roihp Nh 0.00 1.922 1,922 1,922 Roily Hills Estates -0.02 8,061 8,059 8,059 Rnaemead -0.01 54,990 64.964 54,984 San Dines 0.05 34,215 34,231 34,231 San Form 0.05 24,473 24,480 24,486 San Gabriel 1.69 40,339 41,020 41.020 San Marino 0.00 13.467 13,467 13.467 Santa Clsrlts 2.97 210,101 216,350 216.350 Santa Fe Springs -0.02 18,250 13,246 18,291 Saints Monies 0.59 93,282 93,834 93.834 Sierra Madre -0.03 11.013 11,010 11.010 sow HE 0.02 11.607 11.609 11,609 South El Mgnts 0.31 20,798 20.30 20,862 'Exclusions irclude residents on federal military iastaeations and group quarters residents in stale mental iraMb mms,state and federal correctional institutions and veteran homes. Fiscal Year 2017-1 S AlSodinlent B Annual Percent Change in Population Minus Exdusions" January 1,2016 to January 1,M7 and Total PopuWdon,January 1,2017 7Z3aL cwh Populadon Cky 2016-2017 1-1-16 1-1.17 1-1-2017 South Gab 0.05 98,581 98.633 96.633 Soutar Pasadena 0.00 25,993 25,992 25.992 Temple City 0.00 36.389 36,389 36,309 Torrance -0.01 147,116 147,101 147.101 Vertron 0.00 209 2D9 209 Walnut 0.11 30,101 30.134 30,134 Weal Covina -0.01 107,819 107,813 107,813 Weal Hollywood 0.31 35,770 35,882 35.80 Westlake Village O.DD 8,370 8.370 8,370 WhiOw 0.10 87,622 87.708 97.708 Uninmrporabad -0.25 1,054.688 1,052.097 1,053.030 County Total 0.57 10,173,616 10,231,933 10,241,278 'Exclusions include residents on federal military installations and group quarters residents in state mental institutions,stake and federal CorreCtipral institutions and veteran homes. FNr g OF THE ASSESSOR COUNTY OF VUS ANGELES a,c vv.nr TFU:, .-_V,$kffT A , l--.tt l5it/ 0,0 rqk April 18, 2017 Masami Higa Assistant Finance Director City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Dear Masami Higa: Your agency, the City of Vernon, in order to effect an adjustment of its Gann Limit, has requested that the Assessor's Office supply the percentage change in total assessed valuation for the city over that of the preceding year, due to nonresidential new construction. For the City of Vernon, the 2016-2017 net change in nonresidential new construction, applicable to the 2017-2018 budget, is -l 3.27%. If we can be of further service, please call Kevin Quon at (213) 893-6838. Sinccrely, Kevin Quon Appraiser Statistical Support Enclosures 0 .-. (O N o • eh 0) az m v m o P O Ili pli 0 ee i ti � r` o `t m q o� G Co mIt cct � r e0 � f p • iA 1F iN IAA e ti O co r_ r O tD O O O O O O r 0 N N • to IA FA fR to O Q ti r U) V L w iA iR CO I1 Q w LL. co C O Ca O � lC w kOA eQA O � t O U c Vk w � v x LL Q y o O o ` cn _ w o J w to ch e i U, To a O O r G1 O Q 0 Wil kR w b o m N en ~ r O {� a w w w w m O L- } o a LL E o m O m ` a E iD C Y7 C O p U. Z �+ U. Z .+ a O c o 3 v E m m a • Q C] Q L) c a a .. c O o o 0 Z a s a > ; m ti uo o m m > Z r J m m O Q C ` ti C C C cls — ld V m � � tm0 • � ' � O O • J ad O R O tm E ~ Z x+ +m x u mV LLU. E C fA VC V mO m z 3 U = Jm 1 1 maCm a r #F of ty Ott 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)5"11 Aprll 18,2017 Tia Nguyen Appraiser Specialist Statistical Support Los Angeles County Assessor 500 West Temple Street Los Angeles,CaRforrda 90012-2770 Dear Ms.Nguyen, The City of 1leavDn, in c fuL lr to effect an aalustmern of Its nn Limn, request tfw the Mseesor"s Offi up ce sply the;7efu ntagn cTn uQe,n total assas.�ed ;ZaWri for the c r vver tho pr000 irlg year, due to F hirrnsidentia!l r-ew.:ijash cWn(2016-20"7 net ;.mange aWicaW to ft ZD17 016 budget)- If you have any questions, Please Call Masar»t Higa at(323)583-8811 ExL 254. Sincerely, Maeami Fla Etcfrrsivefy Industrial f Y� ' •``}� '*' 4305 Santa Fe Avenue �� Vernon,CA 90058 City of Vernon 4 (323)583-8811 A ; ,- �.S 44+LT t}*t NOTICE OF PUBLIC HEARINGS REGARDING THE PROPOSED CITY WIDE BUDGET The City of Vernon will conduct two(2)Public Hearings,which you may attend. PLACE: Vftwii city Hail City Council Chambers 4305 Santa Fe Avenue Veman,CA 9OD58 DATE&TIME: Tooday,,lane 20,2017,at 9:0 an. (or as soon thereafter as the matter can be bard) PURPOSE: Coaider Adoption of dte F1sca1 Year 2617-2019 1) P.oposed City Wide Budgo 2) Ga■n Governmenial App upcio6oM!jolt REQUESTS: All parties we invited to be present and to submit staternents orally or in writing before or during the meeting. DOCUN ENI S FOR REVIEW: Documents ate available for inspection by the public at the Vernon City Hall.City Cleric Department.4305 Sant Fe Avenue,Vernon,California 90058,Monday through Thursday,7-OD am to 5:30 p.m and on the CiWs websiie at: hIIpfJuuwk L:I I%.L)I'%C MOLI.2QV&overmmertt! bb -mcvtin Meet -coynt:i PROPOSED CEQA FINDU4G: Staff plans to recommend that the Vernon City Council determine that the proposals wile not have a sigtrificant effect on the envinmmetu and are exempt from the California Envi onmental Quality Act(CErQA).The conditions impaled on the conclitiorlal use permit are designed to pnxect the environment,public health,safety and Vne al welfare. Please send your questions or cownents and the name of the contact person to: William Fox City of Vernon 4305 Sane Fe Avenue,Vernon,CA 90058 Tel:(323)583-881 l Email:wfox@ci.vemon.caus If you challenge the adoptkWapproval of the Fiscal Year 2017.2019 AwposW City Wide Budget and/or the Crane Govemmemal Appropriation Limit or any provision der eof in com you may be limiised to musing only those issues you or someone else{wised at the hearing described in this notice or in written canespondence delivered to the City of Vernon at,or prior to.the meeting. Americans with Disabilities Act(ADA):In compliam with ADA,if you need special assistance to participmte in the mheeting,please contact the Office of die City Cleric at(323)583-8811 ext.546. The hearing may be continued or adjourned or cancelled and rescheduled to a stated time and place without further notice of a public hearing. Dated: 6/612017 Maria E.1Ayala,Citv C RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ADOPTING AN APPROPRIATION LIMIT FOR THE 2017-2018 FISCAL YEAR, PURSUANT TO GOVERNMENT CODE SECTION 7910 WHEREAS, Section 7910, of the Government Code requires the governing body of each local jurisdiction to establish, by resolution, an appropriation limit for each fiscal year; and WHEREAS, the appropriation limit for fiscal year 2016-2017, was $1, 096, 662, 762 ; and WHEREAS, the voters of the State of California passed Proposition 111 on June 5, 1990; and WHEREAS, under Proposition 111, a City is allowed to use either, (a) the change in California per capita income from the preceding year, or (b) the percentage change in the local assessment roll from the preceding year due to increases in nonresidential construction; and WHEREAS, the documentation used in the determination of the appropriation limit provided for herein has been made available for inspection by the public fifteen (15) days prior to this meeting; and WHEREAS, the City Council of the City of Vernon hereby intends to establish the appropriation limit for fiscal year 2017-2018 . 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) , because such action is a government fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378 . SECTION 3 : The City Council of the City of Vernon hereby establishes $956, 557, 514 as the amount of the appropriation limit for fiscal year 2017-2018, in accordance with the provisions of Proposition 111. The computation is attached hereto as Exhibit A, which is incorporated herein by this reference. SECTION 4 : The City Council of the City of Vernon has approved a budget by adopting a Resolution, which did not exceed the appropriation limit for fiscal year 2017-2018 . SECTION 5 : The City Council of the City of Vernon hereby declares that the budget established by Resolution complies with the requirements of Government Code, Sections 7900, et seq. - 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 20th day of June, 2017 . Name : Title : Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney - 3 STATE OF CALIFORNIA 1 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, June 20, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2017, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) - 4 w EXHIBIT A City of Vernon Fiscal Year 2017-2018 Appropriation Limit Calculation CITY OF VERNON Page 1 of 7 APPROPRIATION UMIT UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE A_ CALCULATION OF BASE YEAR 1978-79 STEP 1. 1. Proceeds from Taxes Property taxes 1,061,619 Other taxes 4,890,969 Investment earnings 302,913 Revenue for Other-Agencies 831,739 Less: Railroad Crossing Grant 9,277 822,462 SUB-TOTAL 7,077,963 Contribution from Enterprise Fund 1,549,490 Miscellaneous 5,306 TOTAL PROCEEDS FROM TAXES 8,632,759 2. Non-Proceeds from Taxes A_ User Fees by Function Public Works Construction Permits 121,551 Streets&Curbs 1,604 Engineering Services 82,706 SUB-TOTAL 205,861 Health Food Vehicle Permits 15,516 Public Health Permits 47,57E SUB-TOTAL 63,094 Police Police Services 519" SUB-TOTAL 5,944 TOTAL USER FEES 274,899 B. Interfund Service Charges 0 C. Cost-Reimbursement Items 0 D. Donations and Grants{non-State)Railroad Crossing Grant 9.277 E. Exempt Revenues-(Mandated Cost Reimbursement,Fines, Proceeds from Bond Issues)Fines,Forfeits,and Penalties 67,303 TOTAL NON PROCEEDS FROM TAXES 351,479 GRAND TOTAL 9,994,239 STEP 2, 1. Match Cost to User fees 2. Revenues less than Costs 3. No portion of User Fees considered'Proceeds of Taxes" STEP 3_ 1_ All Revenues of the City 8,9841238 2. Non Proceed of Taxes (351,A79) 3. User Fees in excess of Costs 0 4. Less Debt Service Appropriations 0 TOTAL 8,632,759 STEP 4. 1_ Total all actual Appropriations,as amended for 1978-79 8,586,750 Transfers to Reserves 3,988,675 12,575,425 2. Subtract Non Proceeds of Taxes (351,479) BASE YEAR LIMIT(1978-79) 12,223,946 EXHIBIT"A" A-1 CITY OF VERNON Page 2 of 7 APPROPRIATION LIMIT UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE B- 1979-80 APPROPRIATION UMIT CALCULATION 1978-79 Appropriation Umit 12,223,946 CPI change 10.17% Vernon population change 1.15% 1.1017 X 1.0115=1.11437 X 1.11437 1979-80Appropriation Limit 13,621,999 C. 1980-81 APPROPRIATION UMIT CALCULATION 1979-90 Appropriation Limit 13,621,999 CPI change 12.11% Vernon population change-1-14% 1.1211 X.9886=1.1083 X 1.1083 198041 Appropriation Limit 15,097,261 D. 1981-82 APPROPRIATION LIMIT CALCULATION 1980$1 Appropriation Limit 15,097,261 Per Capita income change 9.12% Vernon population change 4.60% 1.0912 X 1.0460=1.1414 X 1.1414 1981-82 Appropriation Limit 17,232,014 E. 1982.93 APPROPRIATION LIMIT CALCULATION 1981-82 Appropriation Limit 17,232,014 Per Capital income change 6.79% Vernon population change-435% 2.0679 X.9565=1-02144635 X 102144635 1982-93 Appropriation Limit 17,601,579 F. 1983-94 APPROPRIATION LIMIT CALCULATION 1982-83 Appropriation Limit 17,601,578 Per Capita income change 2-35% Vernon population change 2.30% 1.0235 X 1.0230=1.0470 X 1.0470 1983-84 Appropriation Limit 18,428,852 G. 1984-95 APPROPRIATION LIMIT CALCULATION 1983-84 Appropriation Limit 19,428,852 Per Capita Income change 4.74% Vernon population change-5.37% 1.0475 X.9463=.9912 X 0.9912 1994-95 Appropriation Limit 18,266,678 H- 1985-86 APPROPRIATION LIMIT CALCULATION 1984-85 Appropriation Limit 18.266,678 U.S.Consumer price index change 3.74% Vemon population change-3-46% 1.0374 X.9654-1.0017 X 1.0017 1985-86 Appropriation Limit 18,297,731 EXHIBIT'A' A-2 CITY OF VERNON Page 3 of 7 APPROPRIATION LIMIT UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE I. 198687 APPROPRIATION LIMIT CALCULATION 1985-86 Appropriation Limit 18,297,731 U.S.Consumer price index change 2.30% Vernon population change 6.17% 1.0230 X 1.0617=1.0861 X 1.0861 1996-87 Appropriation Umit 19,873,166 J. 1987-89 APPROPRIATION LIMIT CALCULATION 1986-87 Appropriation Limit 19,873,166 U.S_Consumer price index change 3.04% Los Angeles County population change 1.91% 1.0304 X 1.0191=1.0501 X 1.0501 1987-M Appropriation Limit 20,868,812 K. 1988-89 APPROPRIATION LIMIT CALCULATION 1987-99 Appropriation Limit 20,868,812 U.S.Consumer price index change 3.93% Los Angeles County population change 1.62% 1.0393 X 1.0162=1.0562 X 1.0562 1989-99 Appropriation Limit 22,041,639 L 1989-90 APPROPRIATION LIMIT CALCULATION 1988-89 Appropriation Limit 22,041,639 US_Consumer price index change 4.99% Los Angeles County population change 1.14% 1.0498 X 1.0114=1.0618 X 1.0618 1999-90 Appropriation Limit 23,403,812 M_ 1990-91 APPROPRIATION LIMIT CALCULATION 1989-90 Appropriation Limit 23,403,812 Per Capita income change 4.21% Los Angeles County population change 1.36% 1.0421 X 1.0136=1.0563 X 1.0563 1990-91 Appropriation Limit 24,721,447 N_ 1991-92 APPROPRIATION LIMIT CALCULATION 1990-91 Appropriation Limit 24,721,447 Per Capita income change 4.14% Los Angeles County population change 1.73% 1.0414 X 1.0173=1.0595 X 1.0595 1991-92 Appropriation Limit 26,192,373 0. 1992-93 APPROPRIATION LIMIT CALCULATION 1991-92 Appropriation Limit 26,192,373 Increase in Nonresidentiai Construction 32.24% Los Angeles County population change 1.49% 13224 X 1.0149=1.3421 X 13421 1992-93 Appropriation Limit 35,152,784 EXHIBIT W A-3 CITY OF VERNON Page 4 of 7 APPROPRIATION LIMIT UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE P. 1993-94 APPROPRIATION LIMIT CALCULATION 1992-93 Appropriation Limit 35,152,794 Per Capita income change 2.72% Los Angeles County population change.96% 1.0272 X 1.0096=1.0371 X 1.0371 1993-94 Appropriation Limit 36,456,952 Q- 1994-95 APPROPRIATION LIMIT CALCULATION 1993-94 Appropriation Limit 36,456,952 Increase in Nonresidential Construction 4.94% Los Angeles County population change.75% 1.0484 X 1.0075=1.05627 X i_0S627 1994-95 Appropriation Limit 38,508,385 R. 1995-96 APPROPRIATION LIMIT CALCULATION 1994-95 Appropriation Limit 38,508,385 Per Capita income change 4.72% Los Angeles County population change.33% 1.0472 X 1.0033=1.0S07 X 1.0507 1995-96 Appropriation Limit 40,460,760 S. 1996.97 APPROPRIATION LIMIT CALCULATION 1995-96 Appropriation Limit 40,460,760 Per Capita income change 4.67% Los Angeles County population change.48% 1.0467 X 1.0048=1.0517 X 1.0517 1996-97 Appropriation Limit 42,552,581 T. 1997-98 APPROPRIATION LIMIT CALCULATION 1996-97 Appropriation Limit 42,552,581 Per Capita income change 4.67% Los Angeles County population change 1.24% 1.0467 X 1.0124=1.0597 X 1.0597 1997-98 Appropriation Limit 45,092,970 U. 1998-99 APPROPRIATION LIMIT CALCULATION 1997-98 Appropriation Limit 45,092.970 Increase in Nonresidential Construction 9.91% Los Angeles County population change 1.39% 1.0991X1.0139=1.11 X 1.11 1998-99 Appropriation Limit 50,053,197 V_ 1999-200D APPROPRIATION LIMIT CALCULATION 1998-99 Appropriation Limit 50,053,197 Increase in Nonresidential Construction 15.35% Los Angeles County population change 1.78% 1,1535 X 1.0178=1.17 X 1.17 1999.200DAppropriation Limit 58,562,240 EXHIBIT"A" A4 CITY OF VERNON Page 5 of 7 APPROPRIATION LIMIT UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE W. 2000-2001 APPROPRIATION LIMIT CALCULATION 1999-2000 Appropriation Limit 58,562,240 Increase in Nonresidential Construction 10.24% Los Angeles County population change 1.75% 1.1024X1.0175=1.1217 X 1.1217 2000-2001 Appropriation Limit 65,689,265 X. 2001-2002 APPROPRIATION LIMIT CALCULATION 2000-2001 Appropriation Limit 65,689,265 Increase in Nonresidential Construction 25.96% Los Angeles County population change 166% 1.2596 X 1.0166=1.2805 X 1,2805 2001-2002 Appropriation Limit 94,115,104 Y. 2002-2003 APPROPRIATION UMIT CALCULATION 2001-2002 Appropriation Limit 84,115,104 Increase in Nonresidential Construction 27.25% Los Angeles County population change 1.77% 1.2725 X 1.0177=1.2950 X 1.2950 2002-2003 Appropriation Limit 108,929,D60 Z. 2003-2004APPROPRIATION UMIT CALCULATION 2002-2003 Appropriation Limit 108,929,060 Increase in Nonresidential Construction 19.80% Los Angeles County population change 1.66% 1.1990 X 1.0166=1.2179 X 1.2179 2003-2004 Appropriation limit 132,66.4,702 AA. 2004-2005 APPROPRIATION LIMIT CALCULATION 2003-2004Appropriation Limit 132,664,702 Increase in Nonresidential Construction 22.03% Los Angeles County population change 1.38% 1.2203 X 1.0138=1.2371 X 1.2371 2004-2005 Appropriation Limit 164,119,503 BB 2005-2006 APPROPRIATION LIMIT CALCULATION 2DD4-2005 Appropriation Limit 164,119,503 Per Capita Income change 5.26% Los Angeles County population change 1.18% 1.0526 X 1.0118=1.0650 X 1.0650 2005-2006 Appropriation Limit 174,787,271 CC. 2006-2007 APPROPRIATION LIMIT CALCULATION 2D05-2006 Appropriation Limit 174,787,271 Increase in Nonresidential Construction 29.41% Los Angeles County population change.78% 1.2941 X 1.0078=1.3042 X 1.3042 2006-2007 Appropriation Limit 227,957,559 EXHIBIT"A" A-5 CITY OF VERNON Page 6 of 7 APPROPRIATION LIMIT UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE DD. 2007.2008 APPROPRIATION LIMIT CALCULATION 2006-2007 Appropriation Limit 227,957,559 Increase in Nonresidential Construction 9.44% Los Angeles County population change.72% 1.0944 X 1.0072=1.1023 X 1.1023 2007-2008 Appropriation Limit 251,277,617 EE. 2008-2009 APPROPRIATION LIMIT CALCULATION 2007-2008 Appropriation Limit 251,277,617 Increase in Nonresidential Construction 11.82% Los Angeles County population change.86% 1.1182 X 1.0086=1.1278 X 1.1278 2008-2009 Appropriation Limit 293,390,896 FF. 2009-2010 APPROPRIATION LIMIT CALCULATION 2008-2009 Appropriation Limit 283,390,896 Increase in Nonresidential Construction 6.36% Los Angeles County population change.9096 1.0636 X 1.0090=1.0732 X 1.0732 2009-2010 Appropriation Limit 304,135,110 GG. 2010-2011 APPROPRIATION LIMIT CALCULATION 2009-2010 Appropriation limit 304,135,110 Increase in Nonresidential Construction 21.45% Los Angeles County population change.83% 1.2145 X 1.0083=1.22458 X 1 22452 20IG-2011 Appropriation Limit 372.437.773 HH. 2011-2012 APPROPRIATION LIMIT CALCULATION 2010-2011 Appropriation Limit 372,437,773 Increase in Nonresidential Construction 67.70% Los Angeles County population change.38% 1.6770 X 1.0039=1.683373 X 1.683373 2011-2012 Appropriation Limit 626,951,691 11_ 2012-2013 APPROPRIATION LIMIT CALCULATION 2011-2012 Appropriation Limit 626,951,691 Increase in Nonresidential Construction 62.40% Los Angeles County population change.38% 1.6240 X 1.0038=1.630171 X 1.630171 2012-2013 Appropriation Limit 1,022,038,465 U. 2013-2014 APPROPRIATION LIMIT CALCULATION 2012-2013 Appropriation Limit 2,022,039,465 Increase in Nonresidential Construction-6.51% Los Angeles County population change.69% 0.9349 X 1.0069=0.941351 X 0.941351 2013-2014 Appropriation Limit 962,096,932 EXHIBIT"A' A-6 CITY OF VERNON Page 7 of 7 APPROPRIATION L K41T UNDER PROPOSITION 4 AND SECTION 7901 OF THE GOVERNMENT CODE KK. 2014-2015 APPROPRIATION LIMIT CALCULATION 2013-2014 Appropriation Limit 962,096,932 Per Capita Income change 2.OD% Los Angeles County population change.78% 1.0200 X 1.0078=1.027956 X 1.027956 2014-2015 Appropriation Limit 988,993,313 LL 2015-2016 APPROPRIATION LIMIT CALCULATION 2014-2015 Appropriation Limit 989,993,313 Per Capita Income change 3.50% Los Angeles County population change.82% 1.0350 X 1.0082=1.043497 K 1.043487 2015-2016 Appropriation Limit 1,032.001,666 MM. 2016-2017 APPROPRIATION LIMIT CALCULATION 2015-2016Appropriation Limit 1,032,001,666 Per Capita Income change 5.37% Los Angeles County population change.85% 1.0537 X 1.0095=1.062656 X 1.062656 2016-2017 Appropriation Limit 1,096,662,762 NN. 2017-2018 APPROPRIATION LIMIT CALCULATION 2016-2017 Appropriation Limit 1,096,662,762 Increase in Nonresidential Construction-13.27% Los Angeles County population change.57% 0.8673 X 1.0057=0.872244 X 0.872244 2017-2018 Appropriation Umit 956,557,514 EXHIBIT'A' A-7 EH LAW OFFICES OF ESLAMBOLY HAKIM Tel.(310)289-9100 8730 Wilshire Boulevard,Suite 310 Fax.(310) 289-9101 Beverly Hills,California 90211 www.hakiminjurylaw.com June 12, 2017 VIA HAND-DELIVERY Attn: City of Vernon City Clerk CITY OF VERNON 4305 South Santa Fe Avenue Vernon, California 90058 Re: Claimant - Marco Antonio Garcia Martinez Our Case No. . 1703-16 Location of Injury = Building rooftop located at 4633 Downey Road, in the City of Vernon, California 90058 Date of Injury = December 14, 2016 Dear City Clerk: Attached herewith please find a document entitled"Claim for Damages," along with an "Attachment to Government Claim," for the above referenced Claimant, Marco Antonio Garcia Martinez. Please provide a receipt stamped conformed copy of the above-listed documents to be returned to our office. Thank you for your cooperation and assistance in this matter. Sharona Eslamboly Hakim, Esq. Attorney for Claimant MARCO ANTONIO GARCIA MARTINEZ SEH:Jl Attachments CLAIM FOR DAMAGES RESERVE FQ �,IL TO PERSON OR PROPERTY CLAIM No. INSTRUCTIONS RECEIVED 1. Claims for death.injury to person or to personal property must be filed not later than sbc(8)months after the occurrence_ (Gov_Code Sec.9112) JUN13}17 PM3'41'38 2. Claims for damages to real property must be filed not later than one(1)year after the occurrence.(Gov.Code Sec.911.2) a Read entire cairn before filing. 4. See page 2 for diagram upon which to locate place of accident 5 This claim form must be signed on page 2 at bottom. H Attach separate sheets, if necessary,to give full details. SIGN EACH SH EET. 7. Claim must be filed with City Clerk. (Gov.Code Sec.915s) TO: CITY OF VERNON CITY COUNCIL Name of C*rnan; Age af QLaimardnatural person MARCO ANTONIO GARCIA MARTINEZ 36 Horne Address of Claimant Cny and Ltate HoMe umber (M) Te Susinass Address of Claimant City and State u5mm"ToWhone NUMbeF 14727 HAWTHORNE BOULEVARD, LAWNDALE,CA 90260 (310) r'L - 9 1 U 4 Give address to which you desire notices or oornmunicatims to be sent r-egafdFng this daim: Sharona Eslamboiy Hakim, Esq., 8730 Wilshire Blvd., Suite 310, Beverly Hills, CA 90211 How did DAMAGE or INJURY occur'? Give full particulars. Claimant was painting on the roof of a building when his extension pole made contact with high voltage electrical lines causing him to sustain electrical bum injuries. When did DAMAGE or INJURY occur? Give full particulars,date,time of day, eta: December 14, 2016, approximately 12:00 p.m. V"redidpAMAGi=orINJUFZYoccur? Describe fully-and locaceondiagramon reverse sideof this sheet. whare approximate.give street names and address and measurernents from lancenarks: 4633 Downey Road, Vernon, California 90058 WhalpanicularACTorOMISSIONdo you claim causedthe Injury ordamage7 Give names of City amployees, ifany. causing the injury or damage.N known: SEE ATTACHMENT. What DAMAGE or INJURIES do you claim resufteW Give full extent of i njuries or damages claimed: Claimant sustained severe electrical bum injuries to his left arm and body. VVhatAMOUNTdo you daimofeach item of irqury ordamageasof date ofpresentationofthisdaim, givingbasisof computation: $1,000,000. past and future medical expenses $1,000,000. general damages; $1,000,000. past and future loss of eamingsleaming capacity. Give ESTIMATED AMOUNT as far as known you clakn on account of each item of prospective injury or damage,giving basis of corr Wallon See above. Winne you insured at the limed the incident?tf so,provide Warne of insuraloe company,policy numbers and amount of k rranoe payments received: State Comp Insurance Fund, P.O. Box 65005, Fresno, Califomia 93650, Claim No.: 06246464 EVendttures made on account of aoddent or Injury: (Date-Item) (Amount) 12/18/16-$718.10; 01/12/17: $773.34 1,491.44 Name and address of Witnesses, Doctors and Hospitals' LAC+USC Medical Center, 2051 Marengo Street, Los Angeles, Cal'ffomia 90033 READCAREFULLY For all accdent claims place on Following diagram names of streets, Induding North,East South.and West indicate place of accident by W and by showing house num bens or distances to street comers. if City Vehicle was Involved,designata by IetGer"A' 4caw)of Ctty vdWe when you first saw itand try"B"locatbn at yourself rar h Whe n you fiir$t saw C ity vehicle: Ipwtion of City vehicle at time of aocident by'A-1"and location of yourself or your �+ehide at the time of accident by'B 1' and the point of impaCt by"M NOTE H diagrams do not fit the situation, aftech hereto a proper diagram signed by claimant. FOR AUTOMOBILE ACCIDENT 71- 1 F- FOR OTHER AIDENT CURB cua9N PARKWAY 717 1 1 1 declare under nal of pedury, #hat the to regoln 9, 1 n al Ud i ng amy attachments is true and C*t'rBCtr TypedlPrinted Name AMOKKTATiOm on hsfher behalf,giving Date Sharona Eslamboly Hakim 06/12/17 HOTS ALL GLAIwu,ITS MAY BE REQr1E5TT4O TO 9E E OF A FA "aE CLAIM LS A FEi4N1'(GfL PIEN.COOe sec.72). CLAIMS MUST BE FILED VPATH OTYCLBRK p CN.CODE$EC.91W.STATE LAW PROxrIpEs THAT IF 1 oU ARE NOT NaaT1FIE6 OF ANY ACTION BY THE CrrY OF THIS GLAdM wrTMur 4S I)AY$OF FILING THEN THE Ca.Aw*oeEME4 LIEHIM(SEE(30V.GOQE SEC.911.0#01Z4) ATTACHMENT TO CLAIM FOR DAMAGES RE: CLAIMANT MARCO ANTONIO GARCIA MARTINEZ The City of Vernon and Vernon Gas and Electric and/or its management, administrative designers, planners, engineers, maintenance personnel, inspectors, contractors and other employees, staff, agents or contractors acting within the course and scope of their duties and/or employment failed to property install, maintain, repair, operate, monitor and/or control high voltage power lines, failed to properly warn of their existence,failed to move,relocate and/or shut down power lines in the vicinity where claimant was working causing claimant to come into contact with the power lines resulting in severe electrical bum injuries. The conduct of respondents,and each of them,was negligence for which it was foreseeable that the type of injuries and damages hereinafter alleged would be sustained when workers were working in the vicinity of the subject high voltage powerlines. Further, these dangerous conditions were directly attributable wholly or in substantial part to a negligent or wrongful act of these employees of the City of Vernon, Vernon Gas and Electric and their employees had the authority and the funds and other means immediately available to take alternative action which would not have created the dangerous condition; and/or these employees had the authority and it was his/her/their responsibility to take adequate measures to protect against the dangerous condition at the expense of the public entity and the funds and other means for doing so were immediately available to him/her/them, and he/she/they had actual or constructive notice of the dangerous condition a sufficient time prior to the injury to have taken measures to protect against the dangerous condition. Due to these acts and failures to act and dangerous conditions,the City of Vernon,Vernon Gas and Electric and its employees are liable for Claimant's injuries under the Government Code §§, including, but not limited to, 815.2(a), 820(a), 830.8, 835 and 840.2. If this claim fails in any way under Government Code sections 910 or 910.2, you are required to provide written notice of any insufficiency pursuant to Government Code section 910.8. p` c G�.n,� � 1'1 ��..o /�--�*..+•o ��c, c, T�a..ri`.e 3 R RECEIVED RECEIVED �JUN 15 2017 JUN 13 2017 °*FY.�,°�" CITY CLERIC'S OFFlCF STAFF REPORT CITY ADMINISTRATION FINANCE/TREASURY DEPARTMENT DATE: June 13, 2017 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director RE: City Payroll Warrant Register for City Council Agenda of June 20, 2017 It is recommended that the attached Payroll Warrant Register No. 732 be approved at the City Council meeting of June 20, 2017 Payroll Warrant Register No. 732 totals $3,207,856.00, and covers claims and demands presented for May 1, 2017 to May 31, 2017, drawn from East West Bank, Payroll Account. The following list details the components of Payroll Warrant Register No. 732: 1. Ratification of direct deposits, checks and taxes totaling $2,188,461.06; and 2. Checks and electronic fund transfers (EFT) paid through General bank account totaling 1,019,394.94 Raquel Franco 16113/2017 8:51 AM PAYROLL WARRANT REGISTER City of Vernon No. 732 Month of May 2017 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(002):Warrant Payrolls reported for the month of May: 04/16/17-04129/17, Paydate 05/11/17 04/30/17-05/13/17, Paydate 05/25/17 Payment Method Date Payment Description Amount Checks 05/11/17 Net payroll, checks $ 25,319.76 ACH 05/11/17 Net payroll, direct deposits 821,707.78 ACH 05/11/17 Payroll taxes 257,568.53 ACH 05/25/17 Net payroll, direct deposits 23,402.05 Checks 05/25/17 Payroll taxes 812,175.53 ACH 05/25/17 Net payroll, checks 248,287.41 Total net payroll and payroll taxes 2,188,461.06 ACH 05/11/17 ICMA 41,722.69 ACH 05/11/17 CalPERS 454,447.73 ACH 05/11/17 California State Disbursement Unit 1,939.92 354673 05/11/17 Sandra Bingman 2,000.00 354679 05/11/17 Franchise Tax Boad 1,359.03 354681 05/11/17 IBEW Dues 3,504.41 354695 05/11/17 Vernon Firemen's Association 3,272.00 354696 05/11/17 Vernon Police Officers' Benefit Association 1,887.60 ACH 05/25/17 ICMA 39,503.23 ACH 05/25/17 CalPERS 456,899.78 ACH 05/25/17 California State Disbursement Unit 1,939.92 354773 05/25/17 Sandra Bingman 2,000.00 354781 05/25/17 Franchise Tax Boad 1,359.03 354792 05/25/17 Teamsters Local 911 2,400.00 354794 05/25/17 Vernon Firemen's Association 3,272.00 354795 05/25/17 Vernon Police Officers'Benefit Association 1,887.60 Payroll related disbursements, paid through General bank account 1,019,394.94 Total net payroll,taxes,and related disbursements $ 3,207,856.00 Page i of 1 RECEIVED �RECEIVED JUN 15 2011 40 JUN 13 2017 CITY CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION FINANCE/TREASURY DEPARTMENT DATE: June 13, 2017 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director RE: City Warrant Register for City Council Agenda of June 20, 2017 It is recommended that the attached City Warrant Register No. 1474 be approved at the City Council meeting of June 20, 2017. City Warrant Register No. 1474 totals $1,847,374.90, and covers claims and demands presented during the period of May 30 through June 12, 2017, drawn, or to be drawn, from East West Bank. The following list details the components of City Warrant Register No. 1474: 1. Ratification of wire transfers totaling $1,642,331.52; 2. Ratification of the issuance of early checks totaling $149,532.99; and 3. Authorization to issue pending checks totaling $55,510.39. i f CITY OF VERNON WARRANT REGISTER NO. 1474 j JUNE 20, 2017 lb �f}�L7 47Yt� 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 i 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:6113/2017 7-30:35AM Page 2 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O. ! ISSUED NUMBER AMOUNT ICMA RETIREMENT TRUST 457 011.210220 39,503.23 Deferred Compensation: Payment Ben198005 1606 05/25/2017 39,503.23 CITY OF VERNON, FSAACCOUNT 011.100013 606.92 FSA-Dependent: Payment Ben198013 1607 011.100013 354.37 FSA-Medical: Payment Ben198013 1607 05/25/2017 961.29 STATE DISBURSEMENT UNIT 011.210260 1,939.92 Child Support: Payment Ben198015 1608 05/30/2017 1,939.92 CALPERS 011.210240 456,243.33 PERS Contributions: Payment Ben198007 11609 011.210240 247.38 PERS Survivor's Benefit: Payment Ben198007 1609 011.210240 409.07 PERS Buy-back: Payment Ben198007 1609 011.1031.502020 29.36 PERS Contributions:Adjustment- Ben198007 1609 011.1004.502020 -0.08 PERS Contributions: Rounding Ben198007 1609 Adjustment 05/31/2017 456,929.06 US BANK CORPORATE 011.1026.596700 202.50 Meals 042417(10) 1610 011.5031.596500 775.98 Hotels 042417(11) 1610 011.1031.596700 1,535.63 Seminar/Conf. 042417(11) 1610 011.1031.520000 -300.95 Credit 042417(11) 1610 011.1031.596700 -664.00 Credit 042417(11) 1610 011.1031.596500 -226.20 Credit 042417(11) 1610 011.1031.540000 1,361.52 Uniforms 042417(11) 1610 011.1031.596700 725.00 Training 042417(11) 1610 Printed:6113/2017 7:30:35AM Page 3 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 011.1031.596700 25.00 Course 1 Role of the Lieutenant 042417(11) 1610 011.1031.550000 21.75 Spirits Award 042417(11) 1610 011.1031.596700 100.00 Course 1 Role of the Sergeant 042417(11) 1610 011.1002.596500 5.00 Vehicle Expense 042417(12) 1610 011.1002.596500 171.99 Meals 1 Interview Meeting 042417(12) 1610 011.1001.596500 316.95 Hotels 042417(13) 1610 011.1002.596500 40.00 Seminar/Conf. 042417(13) 1610 011.1002.596500 144.48 Meals 1 Budget Meeting 042417(13) 1610 011.1002.520000 1,245.19 Supplies 042417(13) 1610 011.1023.696550 19.96 Subscription 042417(13) 1610 011.1023.596600 129.95 Subscription 042417(13) 1610 011.1002.596550 525.00 Membership Dues 042417(13) 1610 011.1004.596700 209.00 Employee Development Training 042417(14) 1610 011.1004.596550 100.00 Membership Dues 042417(14) 1610 011.1026.596900 -62.18 Refund 042417(15) 1610 011.1026.596905 236.60 Meals 1 Interview Panel 042417(15) 1610 011.1026.596900 519.39 Opening Day Event 042417(15) 1610 011.1026.596700 75.00 Walking Program Prize 042417(15) 1610 011.1033.540000 145.67 Mail 1 Telephone 042417(16) 1610 011.1033.510000 30.42 Office Supplies 042417(16) 1610 011.1033.520000 435.55 Supplies 042417(16) 1610 011.1036.560000 69.98 Cable Services 042417(16) 1610 011.1049.520000 627.71 Hardware Supply 042417(17) 1610 Printed:6/13/2017 7:30-35AM Page 4 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 011.1049.520000 425.02 Office Supplies 042417(18) 1610 011.1049.520000 -133.91 Refund 042417(18) 1610 020.1084.520000 68.03 Hardware Supply 042417(19) 1610 011.1043,520000 77.12 Hardware Supply 042417(2) 1610 011.1048.520000 147.81 Hardware Supply 042417(20) 1610 011.1033.520000 238.20 Wholesale Trade 042417(21) 1610 011.1036.520000 244.69 Wholesale Trade 042417(21) 1610 011.1033.520000 7.82 Vehicle Expense 042417(22) 1610 011.1033.520000 34.00 Supplies 042417(22) 1610 011.1060.596600 88.00 Office Services 042417(23) 1610 011.1060.520000 113.75 Office Services 042417(23) 1610 011.1060.596550 560.00 Seminar 1 Conf. 042417(23) 1610 011.1060.596700 570.00 Seminar 1 Conf. 042417(23) 1610 011.1060.520000 80.42 Supplies 042417(23) 1610 011.1016.596700 78.00 Seminar 1 Conf. 042417(24) 1610 011.1046.520000 319.32 Hardware Supply 042417(25) 1610 060.6033.520000 32.00 Wholesale Trade 042417(26) 1610 011.1024.596600 2,807.73 Books&Publications 042417(27) 1610 011.1031.570000 75.39 Vehicle Expense 042417(28) 1610 057.1057.596550 197.91 Domain Name Renewal 042417(29) 1610 020.1084.520000 246.00 Wholesale Trade 042417(3) 1610 011.1024.596500 24.20 Meals 042417(30) 1610 011.1024.596550 50.00 Membership Dues 042417(30) 1610 Printed:6/1312017 7:30:35AM Page 5 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 011.1033.596500 89.63 Vehicle Expense 042417(31) 1610 011.1033.520000 467.92 Supplies 042417(31) 1610 011.1033.596700 114.00 Fingerprints/Livescan 042417(31) 1610 011.1031.570000 20.51 Vehicle Expense 042417(32) 1610 011.1048.520000 56.00 Hardware Supply 042417(33) 1610 011.1049.520000 519.95 Gym Supplies 042417(34) 1610 020.1084.596700 299.00 Training/M. DeFrank 042417(34) 1610 011.1043.596700 100.00 Seminar 1 Conf. 042417(35) 1610 011.1043.596200 338.00 Seminar 1 Conf. 042417(35) 1610 011.1041.596550 215.00 Membership Dues 042417(35) 1610 020.1084.596700 80.00 Membership Dues 042417(35) 1610 011.1033.520000 182.87 Office Services 042417(36) 1610 011.1031.560000 47.31 Wholesale Trade 042417(37) 1610 011.1031.520010 321.03 Supplies 042417(37) 1610 011.1031.550000 65.25 Advertisement/Promotion 042417(37) 1610 011.9019.520010 249.56 Office Supplies 042417(36) 1610 011.9019.520010 52.95 Office Supplies 042417(38) 1610 011.9019.520010 15.85 IT Software 042417(38) 1610 011.9019.596600 145.13 Books 8 Publications 042417(38) 1610 011.9019.520010 78.60 IT Supplies 042417(38) 1610 011.9019.520010 165.98 IT Supplies 042417(38) 1610 011.9019.590110 67.90 Online Services 042417(38) 1610 011.9019.590110 26.00 Surveys for City Admin 042417(38) 1610 PMnted:6/1312017 7:30:35AM Page 6 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 011.9019.520010 11.95 Membership Fees 042417(38) 1610 011.9019.520010 50.00 Website Template 042417(38) 1610 011.9019.520010 16.16 Domain Registration 042417(38) 1610 011.1031.570000 56.41 Vehicle Expense 042417(39) 1610 011.1026.596700 199.00 Seminar I Conf. 042417(4) 1610 011.1046.520000 719.83 Office Services 042417(40) 1610 011.1046.590000 520.00 Office Services 042417(40) 1610 011.1046.520000 25.51 Vehicle Expense 042417(40) 1610 011.1046.520000 266.43 Supplies 042417(40) 1610 020.1084.596700 3,024.00 Business Expense 042417(41) 1610 011.1043.520000 75.96 Wholesale Trade 042417(42) 1610 011.1031.520000 75.79 Pet Supplies 042417(43) 1610 011.1031.594200 217.30 Veterinary Services 042417(43) 1610 011.1003.596500 168.25 Hotels 042417(5) 1610 011.1003.520000 90.97 Office Supplies 042417(5) 1610 011.1003.596700 825.00 Seminar 1 Conf. 042417(5) 1610 011.1003.596500 55.00 Vehicle Expense 042417(5) 1610 011.1003.596600 12.32 Rental Cars 042417(5) 1610 011.1003.596300 -113.55 Credit 042417(5) 1610 011.1003.596700 230.00 Membership Dues 042417(5) 1610 011.1003.520000 157.32 Meals/Records MGMT Program 042417(5) 1610 011.1003.520000 85.91 Business Cards 042417(5) 1610 011.1003.596300 72.50 Meals/Election Canvass Board 042417(5) 1610 Printed 6/13/2017 7:30:35AM Page 7 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 011.1003.596300 209.28 Printed Banner 042417(5) 1610 011.1003.520000 19.97 Refreshments 1 Council Meeting 042417(5) 1610 011.1048.520000 27.91 Wholesale Trade 042417(6) 1610 011.1024.596200 86.00 Business Expense 042417(7) 1610 011.5031.596500 854.16 Hotels 042417(8) 1610 011.5031.520000 2.405.52 Supplies 042417(8) 1610 011.1031.520000 85.00 Meals 1 DUI Checkpoint 042417(8) 1610 011.1043.520000 372.34 Office Services 042417(9) 1610 011.1043.520000 717.69 Vehicle Expense 042417(9) 1610 020.1084.520000 1,120.13 Vehicle Expense 042417(9) 1610 011.1043.520000 771.27 Wholesale Trade 042417(9) 1610 06/09/2017 32,123.16 WATER REPLENISHMENT 020.1084.595200 180,810.63 Groundwater Production&Assessment 051717 1611 DISTRICT 06/08/2017 180,810.63 CENTRAL BASIN MWD 020.1084,500130 15,003.41 Potable Water Breakdown VERAPR17 1612 06/09/2017 15,003.41 AETNA HEALTH OF CALIFORNIA 011.1026.502031 9,041.68 Medicare PPO Retirees 31170835 1613 011.1026.502031 2,090.44 Medicare HMO Retirees 31171614 1613 06/08/2017 11,132.12 ANTHEM BLUE CROSS 011.1026.502031 2,420.63 Cobra 1575284A 1614 011.1026.502031 56,062.81 Retirees U165 533586C 1614 Printed:6113/2017 7:30:35AM Page 8 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT ANTHEM BLUE CROSS 011.210221 319,652.80 All Active Employees 639906E 1614 011.210222 28,270.83 All Active Employees 639906E 1614 06/08/2017 406,407.07 ICMA RETIREMENT TRUST 457 011.210220 40,392.37 Deferred Compensation: Payment Beni98307 1615 06/08/2017 40,392.37 CALPERS 011.210240 452,599.50 PERS Contributions: Payment Ben198309 1616 011.210240 246.45 PERS Survivor's Benefit: Payment Ben198309 1616 011.210240 409.07 PERS Buy-back: Payment Ben198309 1616 011.1031.502020 -29.36 PERS Contributions:Adjustment- Ben198309 1616 011.1004.502020 -0.07 PERS Contribution: Rounding Adjustment Ben198309 1616 06/12/2017 453,225.59 CITY OF VERNON, FSA ACCOUNT 011.100013 606.92 FSA- Dependent: Payment Ben198315 1617 011.100013 354.37 FSA-Medicai: Payment Ben198315 1617 06/08/2017 961.29 STATE DISBURSEMENT UNIT 011.210260 2,942.38 Child Support: Payment Ben198317 1618 06/12/2017 2,942.38 TOTAL WIRES $ 1,642,331.52 Printed:6/1312017 7:30:35AM Page 9 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT AFLAC 011.210223 14,056.74 Supplemental Ins-April 141194 354864 05/30/2017 14,056.74 COLONIAL LIFE 011.210223 8,653.31 Supplemental Ins-April 77136470401445 'I'i48fi ) 05/30/2017 8,653.31 IGNACIO ESTRADA 111 011.4031.596500 18.19 LAPD Leadership Program 041817 354866 05/30/2017 18.19 MASAMI HIGA 011.1004.596700 166.00 Faces of Fraud&Accounting Ethics 052517 3t400 05/30/2017 166.00 MUTUAL OF OMAHA 011.210223 5.304.28 LTD Insurance Premiums 627317361 354868 011.210223 533.50 Voluntary Life Insurance: Payment Ben197629 354868 011.210223 3,424.92 Voluntary Life Insurance: Payment Ben197995 354868 05/30/2017 9,262.70 MATTHEW CEBALLOS 011.1026.596800 2,200.00 Tuition Reimbursement 053017 354869 06/01/2017 2,200.00 DELL MARKETING L.P. 011.9019.860000 2,810.76 OptiPlex 7040 Small Form Factor 10162718523 011.0012331 354870 011.9019.860000 151.72 Non taxable from above line item. 10162718523 011.0012331 354870 011.9019.860000 530.76 Fixed Hardware Configuration 10162718523 011.0012331 354870 011.9019.860000 645.40 Dell 23 Monitor—E2316H($129.081ea)- 10162718623 011.0012331 354870 011.9019.860000 30.00 ESCO FEE 10162718523 011.0012331 354870 011.9019.860000 305.04 Sales Tax 8.75 10162718523 354870 06/01/2017 4,473.68 Printed:6/13/2017 7:30:35AM Page 10 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20,2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT DIESEL EMISSIONS DIRECT 011.1046.520000 33.00 Cleaire green LED light 4852 011.0012314 354871 011.1046.590000 3,150.00 Labor to perform annual emissions 4852 011.0012314 354871 011.1046.520000 2.64 Sales Tax 8.0% 4852 354871 06/01/2017 3,185.64 FEDEX 011.1002.520000 22.94 Period:05117 580802804 354872 011.1031.520000 94.60 Period.,05117 581538849 354872 06/01/2017 117.54 FLORENCE FILTER 011.120010 61.20 1631-912 14"X 24"X 1" MERV10 Pleat, 103805IN 011.0012401 354873 CORPORATION 011.120010 58.20 1631-972 20"X 30"X 1"MERV10 Pleat, 1038051N 011.0012401 354873 011.120010 172.80 1631-980 24"X 24"X 1"MERV10 Pleat, 103805IN 011.0012401 354873 011.120010 354.00 1631-998 24"X 24"X 22"MERV13 8P 103805IN 011.0012401 354873 Bag 011.120010 75.81 Freight 103805IN 011.0012401 354873 011.120010 56.54 Sales Tax 8.75 103805IN 354873 06/01/2017 778.66 EDWARD HERNANDEZ 011.4031.596700 45.00 Introduction to Search Warrant 053017 354874 06/01/2017 45.00 HOME DEPOT CREDIT SERVICES 011.1049.520000 63.20 Hardware Supplies 022317 MULTiPL 354875 E 011.1033.520000 405.47 Small Tools&Plumbing Hardware- 042617_MULTIPL 011.0011760 354875 E(2) 06/01/2017 468.67 Printed:0312017 7:30:35AM Pape 11 o<29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT TRUCK REPAIR CENTER IMPACT 011.1046.520000 60.00 R134A freon 6635 011.0012375 354876 TIR 011.1046.590000 95.00 Labor to recover&recharge a/c system 6635 011.0012375 354876 011.1046.520000 5.25 Sales Tax 8.75 6635 354876 011.1046.520000 32.95 Valve cover gasket 6644 011.0012376 354876 011.1046.590000 210.00 Labor to replace valve cover gasket 6644 011.0012376 354876 011.1046.590000 37.50 Labor to replace spark plugs 6644 011.0012376 354876 011.1046.520000 2.88 Sales Tax 8.75 6644 354876 06/01/2017 443.58 JS MANAGEMENT COMPANY 095.5095.400900 4,933.46 Ref. 1 st&2nd Parcel Tax 6302009016- 052417 354877 06/01/2017 4,933.46 LB JOHNSON HARDWARE CO Al 011.1033.520000 19.20 Hardware Supplies- 688661 011.0011759 354878 06/0112017 19.20 INC LIFE ASSIST 011.1033.520000 195.90 Medical Supplies- 791788 011.0011740 354879 011.1033.520000 943.76 Medical Supplies- 792151 011.0011740 354879 011.1033.520000 1,485.72 Medical Supplies- 795659 011.0011740 354879 06101/2017 2,625.38 LN CURTIS&SONS 011.1033.540000 155.68 SCBA Maintenance Services- INV98103 011.0011747 354880 06/01/2017 155.68 MSW CONSULTANTS 011.1061.595200 12,717.96 Professional Services 03/17 VRN1703 354881 011.1061.595200 12,267.08 Professional Services 04/17 VRN1704 354881 06/01/2017 24,985.04 Printed;W13/2017 7:30:35AM Page 12 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.Q.# ISSUED NUMBER AMOUNT PROFORMA EXPRESS GRAPHICS 011.1060.520000 293.52 City of Vernon Health Department 9015601739 011.0012345 354882 011.1060.520000 25.68 Sales Tax 9015601739 354882 06/01/2017 319.20 INC SECURITY PAVING COMPANY 011.1043.520000 32.63 Crush Base Materials- 15075 011.0011704 354883 06/01/2017 32.63 UNIFIRST CORPORATION 011.1004.520000 57.96 OGIO-Jewel Polo-- 3052077261 011.0012294 354884 011.1026.520000 28.98 OGIO-Jewel Polo-- 3052077261 011,0012294 354884 011.1060.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Jewel Polo-- 3052077261 011.0012294 354884 011.1004.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1026.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 Oi1.1060.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1002.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1004.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1003.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1024.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1060.520000 115.92 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1004.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1003.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 Punted:0312017 7.30:35AM Page 13 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT UNIFIRST CORPORATION 011.1024.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1060.520000 115.92 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1004,520000 86.94 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1003,520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1026.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1033.510000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1004.520000 86.94 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1003.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1026.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1033.510000 57.96 OGIO-Jewel Polo-- 3052077261 011.0012294 354884 011.1004.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1026.520000 28.98 OGIO-Jewel Polo-- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1002.520000 57.96 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1004.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 3548M 011.1026.520000 28.98 OGIO-Jewel Polo-- 3052077261 011.0012294 354884 011.1024.520000 28.98 OGIO-Jewel Polo- 3052077261 011.0012294 354884 011.1026.520000 28.98 OGIO-Caliber 2.0-- 3052077261 011.0012294 354884 011.1026.520000 28.98 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1004.520000 28.98 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1060.520000 57.96 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1004.520000 28.98 OGIO-Caliber 2.0-- 3052077261 011.0012294 354884 011.1060.520000 57.96 OGIO-Caliber 2.0- 3052077261 Oii.0012294 354884 Printed:6113/2017 7:30:35AM Pone 14 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT UNIFIRST CORPORATION 011.1004.520000 28.98 OG10- Caliber 2.0-- 3052077261 011.0012294 354884 011.1003.520000 28.98 OG10- Caliber 2.0-- 3052077261 011.0012294 354884 011-1060-520000 57.96 OGIO • Caliber 2.0- 3052077261 011.0012294 354884 011.1033.510000 57.96 OG10 • Caliber 2.0- 3052077261 011.0012294 354884 011.9019.520010 57.96 OGIO- Caliber 2.0- 3052077261 011.0012294 364884 011.1004-520000 28.98 OGIO - Caliber 2.0- 3052077261 011.0012294 354884 011.1003.520000 28.98 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1060.620000 57.96 OG10 - Caliber 2.0- 3052077261 011.0012294 364884 011.1033.510000 57.96 OLIO -Caliber 2.0-- 3062077261 011.0012294 354884 011.9019.520010 57.96 OGIO -Caliber 2.0- 3052077261 011.0012294 354884 011.1004.520000 57.96 OGIO -Caliber 2.0- 3052077261 011.0012294 354884 011.1060.520000 28.98 OGIO - Caliber 2.0- 3052077261 011.0012294 354884 011.1033.510000 28.98 OGIO - Caliber 2.0- 3052077261 011.0012294 354884 011.9019.520010 57.96 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1004.520000 57.96 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1060.520000 28.98 OGIO-Caliber 2.0- 3052077261 011,0012294 354884 011.1033.510000 28.98 OGIO-Caliber 2.0-- 3052077261 011.0012294 354884 011.9019.520010 57.96 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1002.520000 28.98 OGIO-Caliber 2.0- 3052077261 011.0012294 354884 011.1004.520000 55.78 Sales Tax 8.75 3052077261 354884 011.1026.520000 25.36 Sates Tax 8.75 3052077261 354884 011.1060.520000 50.71 Sales Tax 8.75 3052077261 354884 Printed:6/1312017 7:30:35AM Papa 15 Of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O_# ISSUED NUMBER AMOUNT UNIFIRST CORPORATION 011.1002.520000 27.89 Sales Tax 8.75 3052077261 354884 011.1003.520000 20.29 Sales Tax 8.75 3052077261 354884 011.1024.520000 12.68 Sales Tax 8.75 3062077261 354884 011.1033.510000 25.36 Sales Tax 8.75 3052077261 354884 011.9019.520010 20.25 Sales Tax 8.75 3052077261 354884 06/0112017 2,962.44 THE GAS COMPANY 011.1048.560000 22.21 Period:04/17 051017 364885 06/0112017 22.21 INC THE LIGHTHOUSE 011.1046.520000 22.73 Auto Parts&Electrical Supplies- 330949 011.0011686 354886 011.1046.520000 137.03 Auto Parts&Electrical Supplies- 332934 011.0011686 354886 011.1046.520000 137.09 Auto Parts&Electrical Supplies- 334959 011,0011686 354886 011.1046.520000 44.53 Auto Parts&Electrical Supplies- 336182 011.0011686 354886 011.1046.520000 7.13 Auto Parts&Electrical Supplies- 336464 011.0011686 354886 06101/2017 348.51 UPS 011.1033.520000 25.00 Period:05/17 933312197 354887 011.1049.520000 51.02 Period:06117 933312197 354887 011.1043.520000 68.20 Period:05/17 933312197 354687 011.1041.520000 109.89 Period:05117 933312197 354887 06/01/2017 254.11 VERIZON BUSINESS SERVICES 011.9019.560010 653.33 Period:03/17 70403238 354888 06/01/2017 553.33 Printed:6/13/2017 7:30:35AM Page 16 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT AT&T 011.9019.560010 19.88 Period:04/17 9644020 354889 011.9019.560010 2,459.53 Period:04/17 9658625 354889 011.9019.560010 17.81 Period:04/17 9658626 354889 011.9019.560010 1,167.37 Period:04/17 9658628 354889 011.9019.560010 1,195.57 Period:04/17 9658629 354889 011.9019.560010 1,374.63 Period:04/17 9659061 354889 011.9019.560010 17.82 Period:04/17 9697030 354889 06/06/2017 6,252.61 BEARCOM 011.9019.520010 2,058.00 ANX-8RD-B/O- 4581981 011.0012161 354890 011.9019.520010 557.00 EN-18PC W/TAMPER- 4581981 011.0012161 354890 011.9019.520010 162.00 HU-5355AGN00- 4581981 011.0012161 354890 011.9019.520010 45.00 ST-SKBAT- 4581981 011.0012161 354890 011.9019.520010 720.00 INSTALL 180.00 720.00- 4581981 011.0012161 354890 011.9019.520010 110.00 TRIPCHARGE- 4581981 011.0012161 354890 011.9019.520010 40.00 Freight 4581981 011.0012161 354890 011.9019.520010 250.44 Sales Tax 8.75 4581981 354890 06/06/2017 3,942.44 CALIFORNIA WATER SERVICE 011.1043.560000 47.99 Period:05117 052217 354891 06/06/2017 47.99 INC EASTERN GROUP 011.1003.550000 137.50 Publication Services 43697 354892 PUBLICATIONS 011.1003.550000 150.00 Publication Services 43755 354892 011.1003.596300 200.00 Publication Services 43879 354892 Printed:6/1312017 7:30:36AM Page 17 o129 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT INC EASTERN GROUP 011.1003.596300 200.00 Publication Services 44611 354892 PUBLICATIONS 011.1003.550000 237.50 Publication Services 44626 354892 06/06/2017 925.00 GENERAL DATA CO. 011.9019.520010 959.68 Toner 7065178IN 354893 06106/2017 959.68 JAMES MOORE 011.1041.596500 65.58 IAEI Meeting 060117 354894 011.1041.596500 81.85 IAEI Meeting 060117(2) 354894 06/06/2017 147.43 TODD SCHOENIG 011.1033.502030 150.00 Vision Benefits I E. Schoenig 050917 354895 06/06/2017 150.00 SPRINT 011.9019.560010 32.19 Pedod:04/17 677975318186 354896 06/06/2017 32.19 THE GAS COMPANY 011.1033.560000 96.18 Period:04/17 051017(2) 354897 011.1033.560000 34.94 Period:04/17 051017(3) 354897 011.1033.560000 5.15 Period:04/17 051017(4) 354897 011.1033.560000 40.76 Period:04117 051017(5) 354897 06/06/2017 177.03 UNDERGROUND SERVICE ALERT 020.1084.596200 141.00 New Ticket Charges 420170771 354898 06/06/2017 141.00 PC US HEALTHWORKS MEDICAL 060.6033.596700 84.00 Medical Services 3116956CA 354899 GROU Printed:e/13/2017 7:30:35AM Page 18 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT PC US HEALTHWORKS MEDICAL 011.1026.597000 127.00 Medical Services 3119855CA 354899 GROU 06/06/2017 211.00 VERIZON BUSINESS SERVICES 011.9019.560010 610.02 Period:04117 70435976 354900 06/06/2017 610.02 ROBERTO ZEPEDA 020.1084.596500 11.77 Water Well Rehabilitation Workshop 051817 354901 06/06/2017 11.77 ALL CITY MANAGEMENT 011.1031.594200 1,030.20 School Crossing Guard Services 48821 354902 SERVICES, 06/08/2017 1,030.20 SANDRA D BINGMAN 011.210260 2,000.00 GARNISHMENT: Payment Ben198303 354903 06/08/2017 2,000.00 INC CALOX 011.1033.520000 15.00 Cylinder Oxygen 325556 354904 06/08/2017 15.00 CHALMERS CORPORATION 011.199999 5,000.00 Security Deposit Reimbursement Ref400198345 354905 06/08/2017 5,000.00 LIP DELL MARKETING 011.9019.860000 645.40 Dell 23 Monitor—E2316H 10148702606 011.0012187 354906 011.9019.860000 3,493.24 OptiPlex 7040 SFF 10148702606 011.0012187 354906 011.9019.860000 30.00 Environmental Fee 10148702606 011.0012187 354906 011.9019.860000 305.04 Sales Tax 8.75 10148702606 354906 06/08/2017 4,473.68 Printed:6/13/2017 7:30:35AMI Page 19 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT INC EHS INTERNATIONAL 011.1043.596700 2.395.00 Traffic Control-Flagging 316510 354907 06/08/2017 2,395.00 EDWARD DOSAMANTES 011.1033.520000 512.00 BA Mask ID Name Badge Black/White 53 011.0012358 354908 011.1033.520000 44.80 Sales Tax 6.75 53 354908 06/08/2017 656.80 FIRE APPARATUS SOLUTIONS 011.1033.570000 2,544.27 Repairs 11266 354909 011.1033.570000 246.08 Repairs 11267 354909 011.1033.570000 1,431.91 Repairs 11268 354909 011.1033.570000 1,551.94 Repairs 11270 354909 011.1033.570000 355.94 Repairs 11271 354909 011.1033.570000 207.50 Repairs 11272 354909 06/08/2017 6,337.64 LLC FOOTHILL COMMUNICATIONS 011.1036.850000 4,040.63 Emergency Equipment 1934 354910 06/08/2017 4.040.63 FRANCHISE TAX BOARD 011.210260 513.36 Garnishment: Payment Ben198299 354911 011.210260 1,159.03 Gamishment: Payment Ben198299 354911 011.210260 200.00 Garnishment: Payment Ben198299 354911 06/08/2017 1,872.39 GUARANTEE RECORDS 011.1041.595200 26.82 Storage Services 05/17 333998 354912 MANAGEMENT, 06/08/2017 26.82 IBEW LOCAL 47 011.210250 3,504.41 IBEW Dues:Payment Ben198297 354913 Printed:611312017 7:30:35AM Page 20 or 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT 06/08/2017 3,504.41 LLC INTERSPACE INDUSTRIES 011.9019.520010 762.30 Filibuster(public sector meetings) 759 011.0011722 354914 011.9019.520010 355.50 ComblTower3 color Light Tower used with 759 011.0011722 354914 011.9019.520010 762.30 125mm remote numeric green/amber/red 759 011.0011722 354914 011.9019.520010 20.00 Freight 759 011.0011722 354914 06/08/2017 1,900.10 IRIS 011.199999 5,000.00 Security Deposit Reimbursement Ref000198346 354915 06/08/2017 5,000.00 LA COUNTY SHERIFF'S DEPT. 011.210260 510.00 Garnishment: Payment Ben198301 354916 06/08/2017 510.00 INC MELVYN GREEN& 011.1041.595200 3.619.90 Plan Check Services 02117 13957 354917 ASSOCIATES 06/08/2017 3,619.90 OFFICE DEPOT 011.1004.520000 129.96 Office Supplies- 928950289001 011.0012408 354918 011.1004.520000 11.37 Sales Tax 8.75 928950289001 354918 06/08/2017 141.33 O'REILLYAUTO PARTS 011.1046.520000 121.47 54-74436 brake booster 3049112722 011.0012325 354919 011.1046.520000 10.63 Sales Tax 8.75 3049112722 354919 011.1046.520000 130.00 R134Afreon(30lbs) 3049112850 011.0012373 354919 011.1046.520000 11.38 Sales Tax 8.75 3049112850 354919 06/08/2017 273.48 Printed:6/13/2017 7:30:35AM Page 21 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT SUPERIOR CT OF CAL OF LA 011.1031.594200 200.00 Parking Citations 04/17 041117(2) 354920 06/08/2017 200.00 TOYOTA-LIFT OF LOS ANGELES 011.1046.520000 179.84 00591-53368-81 BL634 1Oft.chains PSI0010988 011.0012322 354921 011.1046.520000 29.44 BL634C/L chain links PS10010988 011.0012322 354921 011.1046.520000 449.16 00591-A2K42-81 forks PS10010988 011.0012322 354921 011.1046.520000 147.25 TY58110-U1090-71 back up alarm PS10010988 011.0012322 354921 011.1046.520000 63.91 00591-90001081 56"seat bait PS10010988 011.0012322 354921 011.1046.590000 105.00 Fuel hazmat charges PS10010988 011.0012322 354921 011.1046.590000 420.00 Labor to repair PS10010988 011.0012322 354921 011.1046.520000 76.10 Sales Tax 8.75 PS10010988 354921 06/08/2017 1,470.70 UC REGENTS 011.1033.596200 2,541.83 CE/QI Services 04/17 1790 354922 011.1033.596200 2,541.83 CE/01 Services 05/17 1814 354922 06/08/2017 5,083.66 VERNON FIREMENS ASSOCIATION 011.210250 3,222.00 Fire House Fund: Payment Ben198305 354923 06/08/2017 3,222.00 BENEFIT ASSOCIATION VERNON 011.210250 1,887.60 Police Association Member Dues: Ben198295 354924 POL Payment 06/08/2017 1,887.60 WILLIAMS DATA MANAGEMENT 011.1003.596200 282.70 Storage Services 03/17 390976 354925 06/08/2017 282.70 Punted:6/13/2017 7.30:35AM Page 22 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT TOTAL EARLY CHECKS $ 149-532.99 Punted:6I1312017 7:30:35AM Page 23 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT INC A THRONE CO 011.1043.520000 118.62 Portable Restrooms 500354 354926 118.62 AGILITY RECOVERY 011.9019.520010 395.00 Emergency Services 06/17 A451643 354927 395.00 INC ALLSTAR FIRE EQUIPMENT 011.1033.540000 960.00 Phenix PIN PHE103 Ratchet Suspension 198676 011.0012359 354928 011.1033.540000 18.00 Freight 198676 011.0012359 354928 011.1033.540000 84.00 Sales Tax 8.75 198676 354928 1.062.00 AMERICAN LEGAL PUBLISHING 011.1003.696200 1,497.00 Vernon Code of Ordinances 116470 354929 CORP 1,497.00 INC ATHENS INSURANCE 011.1026.694200 5,216.66 TPA Fees 06/17 IVC14116 354930 SERVICES 5,216.66 BEARCOM 011.9019.520010 475.00 100 HID-1586LGGMN- 4589042 011.0012371 354931 011.9019.520010 8.00 Freight 4589042 011.0012371 354931 011.9019.520010 42.26 Sales Tax 8.75 4589042 354931 525.26 COMMERCIAL TIRE COMPANY 011.1046.520000 209.95 255/50R20 hankook s1 noble2 h452 lire 1138328 011,0012377 354932 011.1046.590000 1.75 State tire fee 1138328 011.0012377 354932 011.1046.520000 18.37 Sales Tax 8.75 1138328 354932 230.07 Printed W 312017 7:30:35AM Pape 24 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT CURRENT WHOLESALE ELECTRIC 011.120010 617.40 1210-175 6 Outlet Surge Power Strip, 246792 011.0012349 354933 011.120010 28.00 Freight 246792 011.0012349 354933 011.120010 54.02 Sales Tax 8.75 246792 354933 699.42 GOODYEAR TIRE 8 RUBBER CO 011.1046.520000 181.50 P225170R15 goodyear wrangler sr-a owl 44494475 011.0012378 354934 011.1046.590000 3.50 State tire fee 44494475 011.0012378 354934 011.1046.520000 15.88 Sales Tax 8.75 44494475 354934 011.1046.520000 320.72 P275155R20 goodyear eagle LS2 tires 44518622 011.0012383 354934 011.1046.590000 3.50 State the fee 44518622 011.0012383 354934 011.1046.520000 28.06 Sales Tax 8.75 44518622 354934 553.16 WILLIAM DAVIS 011.1001.596500 162.15 SCAG Regional Conf.General Assembly 052317 354935 162.15 DEWEY PEST CONTROL 011.1049.590000 42.00 Period:05117 10903996 354936 011.1049.590000 67.00 Period:05/17 10922374 354936 011.1033.590000 27.00 Period.05/17 10923347 354936 011.1033.590000 25.00 Period:05/17 10923348 354936 011.1033.590000 25.00 Period:05/17 10923349 354936 011.1033.590000 25.00 Period:05/17 10926035 354936 011.1049.590000 62.00 Period:05117 10926846 354936 011.1048.590000 100.00 Period:06/17 10943126 354936 011.1048.590000 210.00 Period:05/17 10943127 354936 Printed:6/13/2017 7:30:35AM Page 25 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT DEWEY PEST CONTROL 011.1048.596200 60.00 Period:05117 10943308 354936 011.1048.590000 60.00 Period:05/17 10943309 354936 011.1048.590000 95.00 Period:05117 10959923 354936 798.00 INC DIESELTRON 011.1046.520000 147.34 B50-226 roman.motorcraft starter 26606 011.0012382 354937 011.1046.520000 1 3.63 Sales Tax 26606 354937 160.97 INC DOOLEY ENTERPRISES 011.5031.520000 5.800.00 WC91:9mm 115gr. Brass Enclosed Base 54028 011.0012421 354938 011.5031.520000 110.67 Freight 54028 011.0012421 354938 011.5031.520000 507.50 Sales Tax 8.76 54028 354938 6,418.17 INC EASTERN GROUP 011 A003.550000 212.50 Publication Services 44794 354939 PUBLICATIONS 011.1003.550000 262.50 Publication Services 44818 354939 475.00 INC F GAVINA&SONS 011.120010 873.30 0500-100 Regular Coffee, 42- 1.5 oz. 3738181 011.0012403 354940 011.120010 653.76 0500-105 Gavina Gourmet Drip Coffee, 3738181 011.0012403 354940 011.120010 1,520.00 0500-200 Coffee Beans, 5 lb. bags, 3738181 011.0012403 354940 011.120010 300.54 0500-210 French Vanilla Powder,#546. 3738181 011.0012403 354940 011.120010 546.00 0500-220 Chocolate Powder,#665. 3738181 011.0012403 354940 011.120010 499.44 0500-230 Cream Powder,#3006. 3743339 011.0012403 354940 4,393.04 Pnnted:6113/2017 7:30:35AM Page 26 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT INC GLADWELL GOVERNMENTAL 011.1003.596200 2,500.00 Phase 1: Records Retention Schedules 3708 354941 SERV 2,500.00 HUNTINGTON PARK RUBBER 011.1004.520000 13.40 Nameplate to read:Jahn Lau— JC000682 011.0012366 354942 STAMP 011.1004.520000 7.35 Silver Holder for Nameplate JC000682 011.0012366 354942 011.1004.520000 1.81 Sales Tax 8.75 JC000682 354942 22.56 LOS ANGELES LAFCO 011.1061.595200 2,000.00 Out of Agency Service Agreement 53017 354943 2,000.00 MSW CONSULTANTS 011.1061.595200 15,644.00 Professional Services 05117 VRN1705 354944 15,644.00 NORTH STAR GRAPHICS 011.1031.570000 355.06 Police Vehicle Graphics Kit 8574 354945 355.06 QUINN CO. 011.1046.520000 772.22 Parts to repair front bucket positioner W0810188003 011.0012374 354946 011.1046.590000 1,652.00 Labor to diagnose and repair W0810188003 011,0012374 354946 011.1046.520000 67.57 Sales Tax 8.76 W0810188003 354946 2,491.79 RICHARDS,WATSON &GERSHON 011.1024.593200 163.00 Los Angeles MS4 Permit Petition 211808 354947 163.00 SHARE CORPORATION 011.1043.520000 264.90 Sunscreen Lotion Packets,3001box, 19712 011.0012350 354948 011.1043.520000 11.13 Freight 19712 011.0012350 354948 Printed:6/13l2017 7:30:35AM Page 27 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT SHARE CORPORATION 011.1043.520000 24.15 Sales Tax 8.75 19712 354948 300.18 SILVA'S PRINTING NETWORK 011.1001.520000 69.00 500 Business Cards-Melissa Ybarra— 26481 011.0012419 354949 011.1001.520000 69.00 500 Business Cards-William Davis— 26481 011.0012419 354949 011.1001.520000 12.08 Sales Tax 8.75 26481 354949 150.08 SO CAL LAND MAINTENANCE, INC 011.1049.590000 2,685.00 Maintenance Services 6118 354950 2,685.00 TETRA TECH, INC. 011.1060.595200 4,782.04 Professional Services 51180103 354951 4,782.04 WILLIAMS DATA MANAGEMENT 011.1003.596200 346.50 Storage Services 396181 354952 011.1003.596200 1,251.66 Storage Services 397299 354952 1,598.16 YVETTE WOODRUFF-PEREZ 011.1001.502030 114.00 Vision Benefits I Y.Woodruff-Perez 052217 354953 114.00 TOTAL PRINTED CHECKS $ 55,510.39 Printed:W1312017 7 30:35AM Page 28 of 29 CITY OF VERNON WARRANT REGISTER NO. 1474 JUNE 20, 2017 RECAP BY FUND EARLY PRINTED FUND WIRE TOTAL CHECK TOTAL CHECK TOTAL TOTAL 011 -GENERAL 1,441,450.41 $ 144,362.76 $ 55,510.39 $ 1,641,323.56 020-WATER 200,651.20 152.77 0.00 200,803.97 057-FIBER OPTIC 197.91 0.00 0.00 197.91 060- HAZARDOUS WASTE 32.00 84.00 0.00 116.00 095-PARCEL TAX 0.00 4.933.46 0.00 4,933.46 GRAND TOTAL $ 1,642,331.52 149,532.99 55,510.39 $ 1,847,374.90 TOTAL CHECKS TO BE PRINTED 28 Printed:6/1312017 7:30:35AM Page 29 of 29 t . RECEIVEDRECEIVED 5 T' JUN 15 2017 JUN 13 2411 CITY CLERICS OWL STAFF REPORT CITY Apt INISTRATION FINANCE/TREASURY DEPARTMENT Cif DATE. June 13, 2017 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director RE: Light & Power Warrant Register for City Council Agenda of June 20, 2017 It is recommended that the attached Light & Power Warrant Register No. 439 be approved at the City Council meeting of June 20, 2017. Light & Power Warrant Register No. 439 totals $2,353,215.97, and covers claims and demands presented during the period of May 30 through June 12, 2017, drawn, or to be drawn, from East West Bank. The following list details the components of Light & Power Warrant Register No. 439: 1. Ratification of wire transfers totaling $2,197,976.10; 2. Ratification of the issuance of early checks totaling $153,555.12; and 3. Authorization to issue pending checks totaling $1,684.75. v k * LIGHT & POWER WARRANT REGISTER NO.439 JUNE 20, 2017 L 1 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:6113/2017 8:39:22AM Page 2 of 10 LIGHT & POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 055.8100.596500 533.80 Hotels 042417(44) 6407 055.8100.520000 43.50 Office Supplies 042417(44) 6407 055.8100,596550 735.53 Membership Dues 042417(44) 6407 055.8100.596700 595.00 Training 042417(44) 6407 055.9200.596700 150.00 Business Expense 042417(45) 6407 055.9000.596500 423.30 Hotels 042417(45) 6407 055.9000.596700 299.00 Meals 042417(45) 6407 055.9100.596700 299.00 Training 042417(46) 6407 055.8100.596500 322.39 Airline 042417(47) 6407 055.8100.520000 207.16 Office Supplies 042417(47) 6407 055.8100.520000 66.25 Wholesale Trade 042417(47) 6407 055.9000.596500 50.00 Airline 042417(48) 6407 055.9000.596500 591.69 Hotels 042417(48) 6407 055.9000.596500 121.96 Vehicle Expense 042417(48) 6407 055.9000.596500 145.78 Rental Cars 042417(48) 6407 055.9000.596600 186.19 Books&Publications 042417(48) 6407 055.9200.596500 275.96 Airline 042417(49) 6407 055.9000.520000 85.45 Hardware Supply 042417(49) 6407 055.8000.520000 67.41 Office Supplies 042417(49) 6407 055.9000.596550 35.22 Subscription 042417(49) 6407 06/09/2017 5,234.59 LLC ICE TRADE VAULT 055.9200.596200 375.00 Minimum 1 Maximum Fee 417US01864 6408 Printed;W1312017 8:39:22AM Pape 3 of 10 LIGHT& POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P,OX ISSUED NUMBER AMOUNT 05/30/2017 375.00 SO CAL EDISON 055.9200.500170 147,160.00 Mead-Laguna Bell 04117 7500777814 6409 066.9200.500170 62,260.00 Victorville-Lugo Vernon 05/17 7500777844 6409 055.9200.500170 24,669.00 Laguna Bell 05117 7500777845 6409 05/30/2017 234,089.00 SO CAL PUBLIC POWER 055.9200.500154 284,580.59 Antelope DSR 1 Solar Project DSR10517 6410 AUTHORITY 05/30/2017 284,5B0.59 CALIFORNIA ISO 055.9200.500210 15,OB6.05 Initial Charges 05/17 201705233135243 6411 054 055.9200.500150 138,060.60 Initial Charges 05117 201705233135243 6411 054 055.9200.500170 -1,031.60 Initial Charges 05/17 201705233135243 6411 054 055.9200.500190 -38,517.95 Initial Charges 05/17 201705233135243 6411 054 055.9200.500170 316.38 Recalculation Charges 05117 201705233135243 6411 054 055.9200.500190 -998.13 Recalculation Charges 05/17 201705233135243 6411 054 055.9200.500210 -153.40 Recalculation Charges 05/17 201705233135243 6411 054 055.9200.500150 -12,037.21 Recalculation Charges 05/17 201705233135243 6411 054 055.9200.500150 28.32 Recalculation Charges 05/17 201705233135243 6411 275 Printed:6113/2017 8:39:22AM Page 4 of 10 LIGHT & POWER WARRANT REGISTER NO.439 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O,# ISSUED NUMBER AMOUNT CALIFORNIA ISO 055.9200.500150 -0.81 Initial Charges 05/17 201705233135243 6411 275 05131/2017 100,752.25 DEUTSCHE BANK TRUST CO. 055.9200.500163 828,000.00 WCI Auction 052417 6412 055.150199 331,200.00 WCI Auction 052417 6412 05/31/2017 1,159,200.00 POWER SETTLEMENTS 055.9200.596200 8,755.00 Consulting Services 06/17 VERN19 6413 CONSULTING 05/31/2017 8,755.00 SO CAL PUBLIC POWER 055.9200.500154 322,961.49 Puente Hills Landfill Gas Project PHL0517 6414 AUTHORITY 06/02/2017 322,961.49 CALIFORNIA ISO 055.9200.500150 109,186.76 Initial Charges 05/17 201705303135274 6415 036 055.9200.500170 2,116.22 Initial Charges 05117 201705303135274 6415 036 055.9200.500210 9,335.61 Initial Charges 05117 201705303135274 6415 036 055.9200.500190 -19,019.60 Initial Charges 05/17 201705303135274 6415 036 055.9200.500150 -22,388.70 Recalculation Charges 05/17 201705303135274 6415 036 055.9200.500190 -428.27 Recalculation Charges 05/17 201705303135274 6415 036 055.9200.500210 -211.48 Recalculation Charges 05/17 201705303135274 6415 036 Pnnted:6/13/2017 8:39 22AM Page 5 or 10 LIGHT& POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O4 ISSUED NUMBER AMOUNT CALIFORNIA ISO 055.9200.500170 111.29 Recalculation Charges 05117 201705303135274 6415 036 055.9200.500150 70.65 Recalculation Charges 05117 201705303135274 6415 117 055.9200.500150 64.64 Initial Charges 05117 201705303136274 6415 117 06/05/2017 78,837.12 VERIZON WIRELESS 055.9000.560010 687.41 Period:04117 040717 MULTIPL 6416 E(2) - 055.8000.560010 1,005.09 Period:04117 040717_MULTIPL 6416 E(2) 055.8200.560010 1.498.56 Period:04117 040717-MULTIPL 6416 E(2) 06/01/2017 3,191.06 TOTAL WIRES $ 2,197,976.10 Printed:6/1312017 8:39:22AM Page 6 of 10 LIGHT& POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT INC ATHRONE CO 055.8100.596200 298.32 Portable Restrooms 500036 512742 05/30/2017 298.32 ADVANCED UTILITY SYSTEMS 055.7100.590110 38,233.57 CIS Infinity Support MN00098586 512743 05/30/2017 38,233.57 AT&T MOBILITY 055.9000.560010 203.92 Period:04/17 83217648OX05162 512744 017 05/30/2017 203.92 IRENE CASTILLO 055.9000.596500 34.56 ECS Imaging 2nd Qtr User Group 052417 512745 05/30/2017 34.56 INC EASTERN GROUP 055.9000.596600 137.50 Publication Services 44785 512746 PUBLICATIONS 05/30/2017 137.50 HILDA MORENO 055.9000.596500 13.91 ECS Imaging 2nd Qtr User Group 052517 512747 055.9000.596500 29.96 Public Utility Accounting 052517(2) 512747 05/30/2017 43.87 ONESOURCE DISTRIBUTORS, LLC 055.9100.900000 97,566.86 Switchgear Equipment S5298278001 512748 055.9100.900000 3,915.00 Switchgear Equipment S5298278003 512748 05130/2017 101,481.86 JESSICA BALANDRAN 055.9000.596600 17.12 SCPPA Training-Public Utility 052517 512749 06/01/2017 17.12 BANK OF NEW YORK MELLON, 055.9000.592010 2,565.00 Elec System Rev Bonds 2009 Series A 2522023046 512750 TRUST Printed.6113/2017 8:39:22AM Page 7 of 10 LIGHT & POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P_O.# ISSUED NUMBER AMOUNT 06/01/2017 2,565.00 CH2M HILL ENGINEERS, INC. 055.9000.596200 7,444.60 Env Support Services 381104861 512751 06101/2017 7,444.60 DEWEY PEST CONTROL 055.8400.590000 122.00 Period:05117 10923967 512752 06101/2017 122.00 FEDEX 055.9000.520000 41.20 Period:05/17 580802804(2) 512753 055.9000.520000 74.35 Period:05/17 581538649(2) 512753 06101/2017 115.55 MCMASTER CARR SUPPLY 055.8000.590000 72.09 Hardware Supplies- 22806824 055.0002418 512754 COMPANY 055.8000.590000 149.60 Hardware Supplies- 23473048 055.0002418 512754 055.8000.590000 103.24 Hardware Supplies- 23705906 055.0002418 512754 055.8400.590000 63.14 Hardware Supplies- 24748499 055.0002418 512754 055.8400.590000 1,787.13 Hardware Supplies- 25240031 055.0002418 512754 055.8000.590000 425.05 Hardware Supplies- 26427125 055.0002418 512754 06/01/2017 2,600.25 UNDERGROUND SERVICE ALERT 055.8300.596200 141.00 New Ticket Charges 420170771(2) 512755 06/06/2017 141.00 VIET NGUYEN 055.9100.596550 116.00 Prof. Engineer License Renewal 060517 512756 06/08/2017 116.00 TOTAL EARLY CHECKS 153,555.12 Prinled.6/13/2017 8:39:22AM Page a of 10 LIGHT& POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 PRINTED CHECKS ACCOUNT CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# NUMBER AMOUNT INSTRUMART 055.8400.590000 346.67 PART#21747-040-00- IN528376 055.0002513 512757 055.8400.590000 677.33 PART#21504-000-016-10-02- IN528376 055.0002513 512757 055.8400.590000 16.15 Freight IN528376 055.0002513 512757 055.8400.590000 89.60 Sales Tax 8.75 IN528376 512757 1,129.75 RICHARD RECANO 055.8100.502030 290.00 Vision Benefits 1 R. Recano 052517 512758 055.8100.502030 265.00 Vision Benefits 1 R. Recano 052517(2) 512758 555.00 TOTAL PRINTED CHECKS $ 1.684.75 Printed:6/13/2017 8:39:22AM Page 9 of 10 LIGHT& POWER WARRANT REGISTER NO. 439 JUNE 20, 2017 RECAP BY FUND EARLY PRINTED FUND WIRE TOTAL CHECK TOTAL CHECK TOTAL TOTAL 055-LIGHT&POWER 2,197,976.10 5 153,555.12 1,684.75 $ 2,353,215.97 GRAND TOTAL S 2,197,976.10 $ 153,555.12 $ 1.684,75 $ 2,353,215.97 TOTAL CHECKS TO BE PRINTED 2 Printed:6/13/2017 8:39:22AM Page 10 of 10 i RECEIVED JUN 15 2017 '" RECEIVED CITY CLERK'S OFFICE JUN 13 2017 STAFF REPORT CITY ADMINISTRATION " FINANCE/TREASURY DEPARTMENT DATE: June 13, 2017 TO: Honorable Mayor and City Council FROM: William Fox, Finance Director W lr RE: Gas Warrant Register for City Council Agenda of June 20, 2017 It is recommended that the attached Gas Warrant Register No. 227 be approved at the City Council meeting of June 20, 2017. Gas Warrant Register No. 227 totals $101,850.93, and covers claims and demands presented during the period of May 30 through June 12, 2017, drawn, or to be drawn, from East West Bank. The following list details the components of Gas Warrant Register No. 227. 1. Ratification of wire transfers totaling $97,087.62; 2. Ratification of the issuance of early checks totaling $4,763.31; and CITY OF VERNON GAS DEPARTMENT F WARRANT REGISTER NO. 227 JUNE 20, 2017 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:6/13/2017 8:45 52AM Page 2 of 5 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 227 JUNE 20, 2017 WIRES ACCOUNT DATE WIRE VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT US BANK CORPORATE 056.5600.590000 306.02 Office Services 042417 587 056.5600.590000 649.78 Wholesale Trade 042417 587 056.5600.596700 69.82 Meals 1 Presentation 042417 587 056.5600.590000 1,079.01 Repairs&Maintenance 042417 587 06/09/2017 2,104.63 VERIZON WIRELESS 056.5600.560010 150.20 Period: 04117 9783449227 5B8 06101/2017 150.20 THE GAS COMPANY 056.5600.550022 94,832.79 Natural Gas 04117 051217 589 05/30/2017 94,832.79 TOTAL WIRES $ 97,087.62 Printed:6113/2017 8:45:52AM Page 3 of 5 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 227 JUNE 20, 2017 EARLY CHECKS ACCOUNT DATE CHECK VENDOR DISPLAY NUMBER AMOUNT DESCRIPTION INVOICE P.O.# ISSUED NUMBER AMOUNT RW LYALL&COMPANY, INC 056.5600.590000 1.130.40 SPL0189-- 132125 056.0000440 1574 056.5600.590000 739.24 M090SOCAG05OB— 132125 056.0000440 1574 056.5600.590000 861.88 BV0300Y-TFNO-000— 132125 056.0000440 1574 056.5600.590000 712.62 BV0600Y-TFNO-000— 132125 056.0000440 1574 056.5600.590000 301.36 Sales Tax 8.75 132125 1574 056.5600.590000 813.16 M300CVERN05OA— 132397 056.0000440 1574 056.5600.590000 71.15 Sales Tax 8.75 132397 1574 05/30/2017 4,629.81 UNDERGROUND SERVICE ALERT 056.5600.596200 133.50 New Ticket Charges 420170771(3) 1575 06/06/2017 133.50 TOTAL EARLY CHECKS $ 4,763.31 Printed:6/13/2017 8:45:52AM Page 4 of 5 CITY OF VERNON GAS DEPARTMENT WARRANT REGISTER NO. 227 JUNE 20, 2017 RECAP BY FUND EARLY PRINTED F u ND WIRE TOTAL CHECK TOTAL CHECK TOTAL TOTAL 056-NATURAL GAS $ 97,087.62 $ 4,763.31 5 0.00 5 101,850.93 GRAND TOTAL $ 97,087.62 $ 4,763.31 $ 0.00 $ 101,850.93 TOTAL CHECKS TO BE PRINTED 0 Printed:6/13/2017 8:45:52AM Page 5 of 5 RECEIVED JUN 14 2017 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: June 20, 2017 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino Jr., City Administrator Originator: Diana Figueroa, Administrative Analyst RE: Report on FY 2016/2017 Docket IV Grants and FY 2016/2017 Capital Grants Awarded by Vernon CommUNITY Fund Grant Committee Recommendation A. Find that receiving this report on grants awarded by the Vernon Comm.LTNITY Fund Grant Committee is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative action 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. Receive and file this report, as it is being provided for informational purposes only pursuant to Section 2.167(e) of the Vernon Municipal Code. Bachaound On June 13, 2017, the Vernon CommUNITY Fund Grant Committee ("Grant Committee") held its fourth grant award meeting for the 2016/2017 Fiscal Year. There were five General Grant applicants for FY 2016/2017 Docket IV and two Capital Grant applicants for FY 2016/2017 (all listed below). Out of the seven, a total of six grants were approved by the Grant Committee at the amounts and terms recommended. A grant was not awarded to LA Neighborhood Land Trust, as the Committee determined upon thorough evaluation that the organization's proposed grant application was not focused in the Southeast area and did not include tangible goals. General Grant Applicants Approved: j Original Amount Amount Proposed Applicant Reg nested Recommended Term Alzheimer's Greater Los Angeles $39,996 $39,996 1 year Page 1 of 2 Boys and Girls Club of West San Gabriel Valle _ $50,000 $50,000 1 year Las Fotos Project (2"d) $25,000 $25,000 1 year Opportunity Fund(2" ) $50,000 $50,000 1 year Total $199,996 $164,996 Not Approved: LA Neighborhood Land Trust $75,000 $40,000 1 year Capital Grant Applicants Approved: Original Amount Amount Applicant Requested Recommended Description City of Bell $238,268.40 $238,268.40 Renovation of existing soccer field Renovation/Expansion Puente Learning Center $750,000 $250,000 of instructional space and playground area Total $988,268.40 $488,268.40 Section 2.167(e) of the Vernon Municipal Code requires the Grant Committee Executive Director (City Administrator) to provide the City Council a report of the grant related actions taken by the Grant Committee within 15 days of any special meeting at which grants are awarded. Fiscal Impact The total Docket IV grant award amount of $164,996 and total amount of $488,268.40 for Capital Grants is included in the 2016/2017 City Budget and is within the recommended allocation for this fiscal year. Attachments) None. Page 2 of 2 RECEIVED JUN 15 2017 CITY CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino Jr., City Administrator 0)17-pf Originator: Lilia Hernandez, Executive Assistant to the City Administrator RE: Council Conference Attendance Report Recommendation A. Find that receiving this Council Conference Attendance Report is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative activity of government 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. Receive and file this Council Conference Attendance Report. Background Members of legislative bodies are required to provide brief reports on meetings attended at the expense of the agency after the completion of the meeting. 2017 SCAG Regional Conference & General Assernbiy Council Member Davis attended the 2017 Southern California Association of Governments (SCAG) Regional Conference & General Assembly in Palm Desert, CA from May 4-51". The conference program included: Thursday, May 4. 2017 Welcome& Opening Remarks General Assembly Meeting Session A 1 —Housing as Infrastructure: Matching Housing Needs with Community Needs Session A2 —The Great Adaptation: Industries After Disruption Session A3 —Cities: Better, Faster, Smarter Session B l —Our Future Workforce: Can a Robot Do Your Job? Page l of 3 Session B2— Southern California Mega-Events: the Good, the Bad, the Infrastructure Session B3 — Innovator Power Hour Friday, May 5, 2017 Plenary Session: A View Forward 2017 CCC Annual Municipal Seminar Council Member Davis and Council Member Martinez attended the 2017 California Contract Cities Association Annual Municipal Seminar in Indian Wells, CA from May 12-10. The seminar program included: Friday, May 12, 2017 Welcome Breakfast Session 1: All Aboard! Measure M and Beyond Session 2A: A Tale of 2 Cities General Session: The Senate Is In(Lunch Session) Session 3A: How Much Is Too Much? Demystifying the LTF Oversight Committee Session 3B: The 411 on Constituent& Crisis Communication Saturday May 13, 2017 Breakfast Session: What About All These Bills? A Legislative Update? Session 4A: In 2 The Weeds on Chronic Marijuana Policy Issues Session 4B: 4:20 at City Hall—Dealing with Employee Use of Recreational Marijuana Session 5A: H2O and the Drought...86'd? Session 5B: Financial Forecasting and Pensions: Avoiding Disaster Faster Lunch Session: California's Influential Women! A Refreshing Perspective Session 6A: AB 109, Props 45/57: The Criminals' Calling Card Session 6B: AB 1661 Harassment Prevention Training Session 6C: Ethics Training AB1234 ICA 57'h Annual Summer Seminar Council Member Davis attended the Independent Cities Association 571h Annual Seminar in Carlsbad, CA from June 9-11 a'. The seminar program included: Friday, June 9, 2017 Welcome Breakfast Session 1: Immigration and Sanctuary Cities Session 2: Challenges and Opportunities When Upgrading Financial Systems at City Hall Session 3: Community Choice Aggregation Lunch Session: WRD Presentation, GRIP-Groundwater Reliability Improvement Project Session 4: Workmans Compensation Side Affects In Your City Page 2 of 3 Saturday, June 10, 2017 Breakfast Session 5: Cyber Security and Smart Cities Session 6: Outlier Council Members Lunch Session 7: Simulator Shoot Don't Shoot Presentation Harassment Prevention and Avoidance Training Fiscal Impact The cost of attending all of the conferences noted in this staff report was approximately $4,700. This amount is in line with the funds allocated and available in the fiscal year 2016/2017 City Council budget. Attachment(s) None. Page 3 of 3 x RECEIVED JUN 15 2017 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino Jr.,City Administrator �� Originator: Diana Figueroa,Administrative Analyst RE: Ratification of Mayor's Appointment of Eligible Individuals to Serve on the Vernon Housing Commission Recommendation A. Find that ratification of the Mayor's appointment of eligible individuals to serve on the Vernon Housing Commission is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative action 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. Ratify the Mayor's appointment of Melissa Ybarra to serve on the Vernon Housing Commission in a City Council Seat with a term of July 1, 2017 to June 30, 2021; and C. Ratify the Mayor's appointment of Steven Froberg to serve on the Vernon Housing Commission in a Resident Seat with a term of July 1,2017 to June 30, 2021; and D. Ratify the Mayor's appointment of Frank Gavina to serve on the Vernon Housing Commission in a Business Representative Seat with a term of July 1, 2017 to June 30, 2021. Background There are currently three expiring seats on the Vernon Housing Commission: A City Council Seat, Resident No. 1 Seat, and Business Representative No. 2 Seat. The terms for the upcoming vacancies expire in June 2017. City Staff broadly publicized the aforementioned vacancies and opportunity to serve on the Vernon Housing Commission by mailing copies of the attached announcement and interest form to every business and resident within the City's database (an interest form is also available on the Vernon Housing Commission page of the City's website). Staff received a total of six completed interest forms(attached) from the following individuals: Page 1 of 2 Candidate Name Eligible Appointment Category Peter Bacci Business Representative Frank Gavina Business Representative Alex Han Business Representative Navdeep (Duncan) Sachdeva Business Representative Candidate Name Eligible Appointment Category Steven Froberg Resident (Non-City Council) Carol Menke Resident (Non-City Council) Pursuant to Section 2.122 of the Vernon Municipal Code, Commission members are selected by the Mayor and ratified by the City Council. After reviewing the applications received, the Mayor notified staff of her selection of Steven Froberg to fill the expiring Resident Seat and Frank Gavina to fill the expiring Business Representative Seat for the Housing Commission. Staff has placed the matter on the June 20, 2017 City Council agenda accordingly. Fiscal Impact There is no fiscal impact associated with the appointment of an individual to serve on the Vernon Housing Commission. Attachment(s) 1. Announcement to Vernon Residents and Representatives of the Business Community and Prospective Commission Member Interest Form dated May 15, 2017 2. Six Completed Interest Forms Page 2 of 2 ftz r ty w CITY ADMINISTRATION 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 May 15, 2017 TO: Vernon Residents and Representatives of the Vernon Business Community SUBJECT: Seeking Interested Residents and Business Owners/Operators to Serve on the Vernon Housing Commission Background: The Vernon Housing Commission was established in July 2011 to provide open and transparent management of Vernon's housing units. The Commission makes recommendations to the City Council regarding leasing, market rental rates, repair and maintenance, and potential divestment and development opportunities. The Commission also develops and implements procedures to effectuate policy objectives established by the City Council. The Commission provides a public forum for residents and other members of the community to address housing related issues and is the fulfillment of a critical element of the City's good governance reforms. The Commission meets on a quarterly basis on the second Wednesday of each March,June, September, and December. Composition and Terms: The Commission is comprised of seven members from the Vernon community: three residents, one of whom must be a member of the City Council;three business representatives,each of whom represents a person or entity owning or operating a business or non-residential property located in the City; and one employee of a business located in the City. Commission members serve four year terms beginning in August. No member may serve more than two full four year terms. Current Vacancies and Invitation to Apply: The two seats listed below are open for appointment. The City encourages all qualified individuals to apply. Those with an interest in good governance and experience or interest in housing management are especially needed to devote time to this important public body. The Commission is subject to state open meeting laws and regulations related to good government such as the Ralph M. Brown Act and the Political Reform Act. Appointees will be required to submit Statements of Economic Interests(Form 700s)annually. ■ Business Representative No.2 ■ Resident No. 1 (Non-City Council) The City Council is expected to make the appointments to the Commission in June 2017. To be considered for appointment to the Commission, please complete and submit the interest form on the reverse side of this letter by June 1,2017. For more information on the Vernon Housing Commission and related responsibilities, please refer to Article XVIi, Chapter 2, of the Vernon Municipal Code available on the City's website (www.cityofvemon.org}. E)Ccfusivefy Industriaf Of ve r s I i 5 CITY ADMINISTRATION 4305 Santa Fe Avenue, Vernon,California 90058 Telephone(323)583-8811 VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15, 2017 Appointing Category (please circle one): Resident Business Rep Business Employee Name: Business Name (if applicable): Title (if applicable): Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission (attach additional sheet if necessary): NOTE: By signing below, you affirm that you meet the requirements of the appointing category you have indicated. Signature: NOTE: Please submit completed form by Thursday, June 1, 2017, at 5:30 p.m. Mail form to: City Administrator's Office, 4305 Santa Fe Avenue, Vernon, CA 90058 - Attn: Diana Figueroa Email form to: dfiaueroaAci.vernon.ca.us City of Vernon,4305 Santa Fe Avenue, Vernon,California 90058-Telephone(323)583-8811 Of- ',_ r z ecito IN irnall CITY ADMIIVLSTRATION 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-881] VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15, 2017 Appointing Category(please circle one): Resident Busiress Rep Business Employee Name: c.'--/ Business Name (if applicable): '`' / x-- AAf"&&-0"f,VC r Title(if applicable): 6` ` 11)69 Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission (attach additional sheet if necessary): 400 M A" 41" ! f SIP- 09-aw oL- 0'-C NOTE: By signing below, you affirm that you meet the requirements of the appointing category you have indicated. Signature: NOTE: PI ase submit comoleted form by Thursday. June 1, 2017, at 5,30 p.m. Mail form to: City Administrator's Office, 4305 Santa Fe Avenue, Vernon, CA 90058— Attn: Diana Figueroa Email form to: dflaueroaftelmormmcams City of Vernon,430E Santa Fe Avenue,Vernon,California 90059—Telephone(323)583-8911 J o r of.. Ver ty ttOtt y I L■ CITY ADNIINISTRATTON 4305 Santa Fe Avenue, Vernon,California 90058 Telephone(323)583-8811 VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15, 2017 Appointing Category(please circle one): Resident BItS�Rep Business Employee Name: �r of.1 v GO Business Name (if applicable): Title(if applicable): Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission (attach additional sheet if necessary): C -►�-ill y C.7._W1t NOTE: By signing below, you affirm that you meet the requirements of the appointing category you have indicated. Signature: NOTE: Please submit completed form by Thursday. June 1,.2017, at 5:30 p.m. Mall form to: City Administrator's Office, 4305 Santa Fe Avenue,Vernon, CA 90058- Attn: Diana Figueroa Email form to: dfipueroa ci.vernon.ca.us City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058-Telephone(323)583-8811 ��3//j 7 f �ttotj E tof '00 CITY ADM NISTRATION 4305 Santa Fe Avenue,Vernon.California 90058 Telephone(323)583-8811 VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15, 2017 Appointing Category(please circle one): resident Business Rep Business Employee Name: 40P—Y � Business Name (if applicable): 1ASx �. Title (if applicable): CF:70 PtEs br-47 Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission (attach additional sheet if necessary): NOTE: By signing below, you affirm that you meet the requirements of the appointing category you have indicated. Signature: NOTE: Please submit completed form by Thursday, June 1 2017 at 5:30 p.m. i Mail form to: City Administrator's Office, 4305 Santa Fe Avenue, Vernon, CA 90058— Attn: Diana Figueroa Email form to: dfinueroaf d.vemon.ca.us I City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058—Telephone(323)583-8811 i/2l f 5w o of 0 1�ttott ��L1 1F ffff CITY ADMINISTRATION 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)%3-811 VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15p 2017 Appointing Category (please circle one): Resident Busi ess Rep Business Employee Name: -14 bEVA- A OW Business Name(if applicable): Okla WhO lAgAaa Ci SINGS l��rRkETIN�' v Title(if applicable): � ,. A] � Vernon Address: Email: Phone; Qualifications and Reasons for Interest in Serving on the Vernon Housing Commlasion (attach addltlgnal sheet if Qecessarig: A m iv, !moo c tf �[mot t&ter,Ls #� { 6) r 1 c d�T IV NOTE: By signing below, you affirm that you meet the requirements of the appolnbng category you have indicated. Signature: NOTE: Please submit completed form bg Thursda June 1 2017 0 Mail form to: City Administrators Office,4305 Santa Fe Avenue, Vemon, CA 90050 Attn: Diann Figueroa Email form to: Oftuerow®d.veMM.cs.us City of Vernon,M Santa Fe Avenue,Vernw%California 9M-Telephone 1�•` �P Cam)583-Bell"'0'1��C 'O ��2��7 r "i . -, U.l f RECEIVED i CITY ADMINISTRATION r CITY ADWgISSMATION UM Santa Fe Avenue,Vernon,California 90M Telephone(M3)50-881I VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15, 2017 Appointing Category(please circle one): Resident Business Rep Business Employee Name: S tZW,n Er o bR C4 Business Name(if applicable): Title (if applicable): Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission (attach additional sheet if necessary): {il J* C3tL r 4"t 14� k" O�n rA Lr1 2� I/4M- NOTE: By signing below, you affirm that you meet the requirements of the appointing category yoIr have indicated. Signature: JEENE-- NOTE: Please submit completed form by Thursday, June 1 2017 at 5:30 p.m. Mail form to: City Administrator's Office,4305 Santa Fe Avenue,Vernon, CA 90058— Attn: Diana Figueroa Email form to: d>flgV9M W vemon.ca.M J City of Vernon,4305 Santa Fe Avenim,Vernon,CaUfornia 90058—Telephone(323)583-Ml1 RECEIVED 01 Co tit - 4W ertj JuN o 1 2017 ,iTY ADMINISTRATION. Ott CTTY ADMINISTRATION 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 VERNON HOUSING COMMISSION Prospective Commission Member Interest Form May 15, 2017 Appointing Category (please circle one)' Resident Business Rep Business Employee Name: Lorcl r PVI--� ., JID Business Name (if applicable): 1 Title (if applicable): Vernon Address: Email: P,^ore Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission (attach additional sheet if necessary): p4i- bc - — NOTE: By signing below, you affirm that you meet the requirements of the appointing category you have indicated. Signature: NOTE: Please submit completed form by Thursday, June_1.20.1.7, at 5.30 p.m. Mail form to: City Administrator's Office, 4305 Santa Fe Avenue, Vernon, CA 90058- Attn: Diana Figueroa Email form to: dfgueroa[W.vernon.ca.us City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058-Telephone(323)583-8811 Attachment-Qualifications and Reasons for Interest in Serving on the Vernon Housing Commission: Our move into the City of Vernon came with a rare opportunity to experience and participate in the full force of democracy at the local level and to realize what mountains can be moved when a community comes together. As we began our tenancy in the city of Vernon I was afforded the opportunity to travel to Sacramento where we plead our case to our lawmakers that Vernon was worthy of being saved from disincorporation.They responded unequivocally that Vernon couldn't and shouldn't be saved. Fortunately,we wouldn't take no as an answer and because of that resolve we remain. Over the years,practicing"Good Governance"we have a City we can be proud of and I would be honored to once again serve the City, this time as a Commissioner on the Vernon Housing Commission. It seems the perfect venue as the Housing Commission was born out of our struggle against disincorporation. As for my qualifications, I was a licensed real estate agent in the 1980s and thereafter practiced law in the area of real property and landlord tenant law which included but was not limited to representation of private landlords and property management companies from lease inception through termination including all notices and appearance at trial if necessary. Please contact me if you require anything further. Thanking you in advance for your consideration of my application. REC71VED JUN 12 2W r Of Cr RECEIVED CITY CLERKS C E OttJUN 0 6 2017 L CITY ADMINISTRATION HEALTH&ENVIRONMENTAL CONTROL DEPARTMENT Keith Allen,Director/Health Officer ,c6— I'l 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 June 20, 2017 Honorable City Council City of Vernon Vernon, California Honorable Members: Attached is a listing of the monthly activities for the Health and Environmental Control Department which cover the period from May 1, 2017 through May 31, 2017. Respectfully submitted, �&�- J'z'-- Keith Allen Director Er,cfusivefy industriaf ' , UK as W IWARzea WYM } a"y W_ii.T bSYYdIF'+f b{JNL.15i D _ . A . . i . 'nt: iiam@Z1tA.I mun Len9 4T.Yl" ft�• 111 atl l 1� . y OF ATE pAlt vvtomoTln May, 2017 MONTHLY REPORT Keith Allen, Director HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT MONTHLY REPORT MAY,2017 HAZARDOUS MATERIALS CONTROL Our staff continued to conduct routine inspections and assisted business representatives to properly complete annual Hazardous Materials Business Plan forms using the new California Environmental Reporting System (CERS) which allows electronic submittals of hazardous materials inventories and permit information. Zero Class 1 violations were found, 56 Class 2/Minor violations were noted during routine inspections performed of hazardous materials facilities. Department staff will continue to monitor these facilities to ensure that all violations have been corrected. Please note: According to The California Department of Toxic Substances Control (DTSC), violation types are defined as: Class I Violation: The Health and Safety Code (HSC) section 25110.8.5 defines a Class I Violation as a violation that is a significant threat to human health or safety or the environment because of volume, hazardousness, and/or proximity to population at risk. A Class I Violation is also a violation that could result in a failure to ensure adequate financial assurance, perform corrective action or emergency cleanup; or a repeating Class II Violation committed by a recalcitrant violator. Class II Violation: The California Code of Regulation (CCR), title 22, section 66260.10 and Health and Safety Code (HSC) section 25110.8.5, subdivision (b) define a Class II Violation as a violation that is not a Class I Violation and does not meet the conditions of a Minor Violation. Minor Violation: The Health and Safety Code (HSC) section 25117.6 defines a Minor Violation as a subset of a Class II Violation that is not knowing, willful or intentional, does not enable the Respondent to gain an economic benefit for noncompliance, is not chronic or is not committed by a recalcitrant violator. . . Closure and cleanup activities included the ongoing site assessments/closure at Exide Technologies on Indiana Street,the former Pechiney facility on Fruitland Avenue, and 4060 E. 26th Street at the former U.S. Fertilizer site. The Health Department continued to be an active participant with the Exide Technologies closure. Director Keith Allen and Chief Deputy Director David LeDuff engaged in regular conference call meetings with DTSC and other supporting agencies. As a reminder, the City's website has an Exide information page for the public to obtain information. UNDERGROUND TANK PROGRAM One underground storage tanks (UST) was removed during the month. Seven underground storage tanks were inspected by staff, which yielded violations that have been corrected. FOOD PROGRAM Staff continued in conducting inspections of the food facilities throughout the City as part of a routine basis by the Department. All noted violations during these inspections were corrected. • • r • Senior Environmental Health Specialist Lyndon Ong Yiu and Environmental Specialist Erik Cheng conducted several plan checks and construction inspections of proposed remodeling and new construction for food facilities. Lyndon and Erik also monitored construction of new food facilities. ENVIRONMENTAL PROTECTION Health Department staff inspected garment manufacturing facilities and found no major violations. . . . Environmental Specialist Erik Cheng conducted weekly surveys of the Los Angeles River for mosquitoes. Pockets of activity were noted, and all mosquito larvae were physically eliminated. . . . . In collaboration with the Public Works Department, Senior Environmental Specialist 3errick Torres assisted with storm water inspections and plan reviews. SOLID WASTE PROGRAM Senior Environmental Health Specialist Linda Johnson conducted inspections of solid waste facilities throughout the City as part of a routine basis by the Department. No violations were noted during these inspections. • • Environmental Health Specialists Gloria Valdivia and Erik Cheng staffed the City's annual E-Waste Collection Event. This was the 10'year that the Department has put on this event for the Vernon residents and businesses. Over 5 tons of electronics were collected for recycling which assists in avoiding improper disposal into landfills and ultimately protects the environment. The final inventory collected is as follows: i. CRT TVs— 14 ii. Fax machines—22 iii. Keyboards —55 iv. Copiers—4 v. Printers—50 vi. Computers—57 vii. Hard drives—4 viii. Wires(boxes)—22 ix. Fluorescent bulbs—410 x. Batteries(boxes)— 14 xi. CRT and flat panel monitors—43 xii. Telephones— 12 xiii. Cellphones—8 xiv. Scanners— 12 xv. Laptops—3 xvi. VCRs—4 xvii. Toners—40 xviii. Walkie Talkies— 15 xix. Vacuum—2 xx. Light fixtures—2 xxi. Blenders-2 xxii. Coffee Makers-2 xxiii. Miscellaneous electronics - 13 . . Chief Deputy Director David LeDuff prepared and submitted grant applications for three grants from CalRecycle totaling more than$25,000. The Department applies for these grants annually to help fund outreach and inspection activities of the solid waste program. EMERGENCY RESPONSE The month was notable for emergency response actions. Department Registered Environmental Health Specialists responded to the following to ensure corrective action and proper cleanup: an ammonia leak at a food processing plant; a fire sprinkler release at food processing plant; and a diesel fuel spill into street and storm drain system caused by a punctured 100 gallon fuel tank of a semi-truck. 4te- News elease !)CDPH EN CALIFORNIA DEPARTMENT PUBLIC HEALTH FOR IMMEDIATE RELEASE DATE: June 5, 2017 PH17-050 CONTACT: Corey Egel 1916.440.72591 CDPHpress(a?cdph.ca._Q CDPH Notifies Public of Salmonella Infections Linked to Contact with Live Poultry SACRAMENTO —The California Department of Public Health (CDPH) is warning people of the risks of Salmonella infection associated with contact with live poultry. The U.S. Centers for Disease Control and Prevention (CDC) reported that from January 2017 through May 25, 2017, 372 ill persons in 47 states have been infected with several Salmonella strains that have been linked to live poultry contact; 36% are children younger than 5 years old. Seventy-one ill persons have been hospitalized and no deaths have been reported. Infected persons include 21 California residents from 15 counties. Salmonella symptoms include diarrhea, fever, and abdominal cramps, and usually begin 12 to 72 hours after a person has been infected. Most infected people recover within a week without treatment. However, some people may have severe illness that requires hospitalization. Young children, older adults, and people with weakened immune systems are at highest risk for more severe illness. Outbreaks linked to contact with live poultry have increased in recent years as more people keep backyard flocks. Live poultry, especially baby chicks and ducklings, may have Salmonella in their feces and on their bodies (feathers, feet, and beaks) even when they appear healthy and clean, which can get on the hands, shoes, and clothing of people who handle or care for the birds. Salmonella can get on cages, coops, feed and water dishes, bedding, plants, and soil in the area where the birds live and roam. If you have contact with live poultry: • Always wash hands with soap and water after handling live poultry, their eggs, or anything in the area where they live and roam. • Prevent live chickens, ducks, and geese from coming into the house. • Do not allow children younger than 5 years to handle or touch live poultry and eggs without supervision and subsequent handwashing. • Do not snuggle or kiss the birds. • Do not touch your mouth, or eat or drink while near live poultry. • Visit the CDC's Keeping Backyard Poultry webpage. For more information about the national investigations, click here. www.cdr)h.ca.gov RECEIVED JUN a 6 2017 of cirr CLERKS o�lCEty r RECEIVED C ,1UN 01 2017 f_• CITY ADMINISTRATION POLICE DEPARTMENT Daniel Calleros, Chief of Police 4305 Santa Fe Avenue, Vernon,California 90058 Telephone(323)587-5171 Fax(323)826-1481 June I, 2017 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., May 16, 2017 up to and including midnight of May 31, 2017. Respectfully submitted, VERNON POLICE DEPARTMENT Imo` a'nj DANIEL CALLEROS CHIEF OF POLICE DC/ar E.Y,cfusivefy Industriaf VERNON POLICE DEPARTMENT Department Activity Report First Date: 05/1612017 Jurisdiction: VERNON Last Date: 05/3112017 Department Complaint All Units Primary Unit Type Description Data with so Department 10-6 1 0 10-96H 1 0 10-96M 2 0 459 1 0 459A 2 0 594R 1 0 902T 2 0 911 4 0 911A 1 0 911NR 138 0 AR LOG 18 0 ASTVFD 1 0 BOSIG 1 0 CITY ALARMS 2 0 DPTAST 1 0 DUPLICATE 1 0 GTAR 1 0 JAILPANIC 2 0 LARTCS 1 0 LOCATE 4 0 PATCK 3 0 RECDALARM 2 0 RECKLESS DF 1 0 SPEED 2 0 TOW ROTATIC 2 0 TRAINDERAIL 1 0 VIDEOCHECK 32 0 WARRANT 1 0 Department: 229 0 VPD 10-6 OFFICER IS 10-6 C7.961.962,10-10.WASH.EOUIPA 136 131 10-96H PICK UP THE JAIL PAPER WORK FROM HP JAIL 1 10-96M 10-96 MARY(MAIL DETAIL) 4 4 140 SUPPLEMENTAL REPORT 1 ] 20002 NON-INJURY HIT AND RUN 3 1 20002R NON-INJURY HIT AND RUN REPORT 7 4 211 R ROBBERY REPORT 4 2 242 BATTERY 3 1 242R BATTERY REPORT 2 1 273.5 DOMESTIC VIOLENCE 3 1 314 INDECENT EXPOSURE 2 1 415 DISTURBING THE PEACE 15 5 422R TERRORIST THREATS REPORT 1 1 451 R ARSON REPORT 7 1 459A AUDIBLE BURGLARY ALARM 130 72 459R BURGLARY REPORT 9 4 459S SILENT BURGLARY ALARM 2 1 0610112017 05:30:14 Page 1 of VERNON POLICE DEPARTMENT Department Activity Report First Date: 05116/2017 Jurisdiction: VERNON Last Date: 05/31/2017 Department Complaint All Units Primary Unit Type Description VPD 459VR BURGLARY TO A VEHICLE REPORT 6 4 476R FRAUD REPORT 2 2 484 PETTY THEFT 3 1 484R PETTY THEFT REPORT 7 5 487R GRAND THEFT REPORT 7 4 503R EMBEZZLEMENT REPORT 1 1 586 PARKING PROBLEM 21 13 594 VANDALISM 9 2 594R VANDALISM REPORT 14 8 602 TRESPASS 12 5 647F DRUNK IN PUBLIC 3 1 901 UNKNOWN INJURY TRAFFIC COLLISION 6 3 901T INJURY TRAFFIC COLLISION 9 4 901TR INJURY TRAFFIC COLLISION REPORT 5 2 902T NON-INJURY TRAFFIC COLLISION 73 39 909C TRAFFIC CONTROL 5 4 909E TRAFFIC ENFORCEMENT 2 2 909T TRAFFIC HAZARD 4 3 911 911 MISUSE 1 HANGUP 2 2 911A CONTACT THE REPORTING PARTY 12 10 911 NR 911 CALL NO RESPONSE REQUIRED 1 1 917A ABANDONED VEHICLE 1 1 920PR LOST PROPERTY REPORT 1 1 925 SUSPICIOUS CIRCUMSTANCES 32 11 927 UNKNOWN TROUBLE 16 5 AB109 PROBATION/PAROLE COMPLIANCE CHECKS 6 5 AGGR ANI AGGRESSIVE ANIMAL 3 1 ASTVFD ASSIST VERNON FIRE DEPARTMENT 38 21 BOSIG BROKEN SIGNAL OR LIGHT 7 6 BOVEH BROKEN DOWN VEHICLE 23 15 CITCK CITATION CHECK 3 3 CIVIL CIVIL MATTER 1 1 COP COP DETAIL 8 7 DARE D.A.R.E.ACTIVITIES 1 1 DEMOSTRA DEMONSTRATION 7 4 DET DETECTIVE INVESTIGATION 34 22 DETAIL DETAIL 5 3 DPTAST DEPARTMENTAL ASSIST 6 3 DUI DRIVING UNDER THE INFLUENCE 2 1 FILING OFFICER IS 10-6 REPORT WRITING 62 62 FOUND FOUND PROPERTY REPORT 3 2 FU FOLLOW UP 13 12 GTAR GRAND THEFT AUTO REPORT 10 6 HBC HAILED BY A CITIZEN 17 9 ILLDPG RPT ILLEGAL DUMPING REPORT 1 1 KTP KEEP THE PEACE 1 1 LOCATE LOCATED VERNON STOLEN VEHICLE 3 3 LOJACK LOJACK HIT 3 3 06/01/2017 05:30:14 Page ? of 3 VERNON POLICE DEPARTMENT Department Activity Report First Date: 0511612017 Jurisdiction: VERNON Last Date: 0S13112017 Department Complaint All Units Primary Unit Type Description VPD LPR LICENSE PLATE READER 5 1 PANIC ALARM PANIC ALARMIDURESS ALARM 11 4 PAPD PUBLIC ASSIST-POLICE 1 1 PATCK PATROL CHECK 85 70 PEDCK PEDESTRIAN CHECK 87 49 PLATE LOST OR STOLEN PLATES REPORT 1 1 PRSTRAN PRISONER TRANSPORTED 5 5 REC RECOVERED STOLEN VEHICLE 11 3 RECKLESS DF RECKLESS DRIVING(23103) 7 3 REPO REPOSSESSION 2 2 ROADRAGE ROAD RAGE 2 1 SEAACA SEAACA ANIMAL CALLS 1 I SPEEDTRAILE TO BE USED WHEN THE TRAILERS ARE DEPLOYS 2 1 TRAFFIC STOI TRAFFIC STOP 299 239 TRAINING TRAINING TEST CALL 1 1 UNATTACHED UNATTACHED TRAILER 1 1 VCK VEHICLE CHECK 81 61 VEH RELEASE VEHICLE RELEASE 9 7 WARRANT WARRANT ARREST 2 1 WELCK WELFARE CHECK 14 Department: 1468 1015 Overall: 1697 1015 06/01/2017 05:30:14 Page 3 of 3 VERNON POLICE DEPARTMENT Police Activity Report Period Ending: 05/31/17 TRAFFIC COLLISIONS NO. PROPERTY RECOVERED TOTAL 11 VEHICLES: S45,801.00 NON-INJURY 4 INJURY 7 Pedestrian Fatalities 1 City Property Damage 2 Hit & Run(Misdemeanor) 2 Hit & Run(Felony) 0 Persons Injured 8 VEHICLES STORED PROPERTY RECOVERED FOR Unlicensed Driver I0 OTHER DEPARTMENTS Abandoned/Stored Vehicle 6 VEHICLES: S42,000.00 Traffic Hazard 10 CITATIONS Citations Iss (Prisoner Release) 30 Citations [ss (Moving) 214 Citations Iss (Parking) 45 Citations Iss (Total) 259 Hazardous 170 Non-Hazardous 44 Other Violations CASES CLEARED BY ARREST AR17-240 CR17-0867 11364(A) HS AR17-242 CR17-0235 20002(A) VC AR 17-244 CR 17-0877 11377(A) HS AR 17-245 CR 17-0878 647(F) PC AR17-246 CR17-0879 11364(A) HS AR 17-247 CR 17-0887 10851(A) VC AR17-249 CR17-0888 11377(A) HS AR 17-250 CR 17-0890 11364(A) HS AR17-251 CR17-0892 11377(A) HS AR 17-252 CR 17-0901 11377(A) HS AR17-255 CR17-0913 11364(A) HS AR 17-257 CR 17-0779 192(C)(1) PC AR 17-258 CR 17-0934 11364(A) HS AR 17-259 CR17-0937 25400(A)(1) PC VERNON POLICE DEPARTMENT REPORT FOR PERSONS ARRESTED PERIOD ENDING 05/31/2017 ADULT FELONY ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL ASSAULT WITH A DEADLY WEAPON BATTERY W/SERIOUS BODILY INJURY INFLICT CORPORAL INJURY ON SPOUSE ROBBERY _ VEHICLE MANSLAUGHTER 1 1 WILLFULY CRUELTY TO CHILD WARRANT(VERNON CASE) WARRANT(OUTSIDE AGENCY) 1 1 TOTAL FELONY ARRESTS 2 0 2 ADULT MISDEMEANOR_ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL CARRY CONCEAL WEAPON IN VEHICLE 1 _ 1 DISORDERLY CONDUCT: ALCOHOL 1 1 DRIVING UNDER THE INFLUENCE 1 1 HIT AND RUN: PROPERTY DAMAGE 1 1 POSSESS CONTROLLED SUBSTANCE 4 4 POSSESS NARC. PARAPHERNALIA 5 5 VIOLATE COURT ORDER WARRANT(VERNON CASE) 4 4 WARRANT(OUTSIDE AGENCY) 1 1 TOTAL MISD. ARRESTS 18 0 18 JUVENILES DETAINED --- FELONY AND MISDEMEANOR MALE FEMALE TOTAL BURGLARY MINOR POSS. OF ALCOHOL RUNAWAY VEHICLE THEFT 1 1 WARRANTS (BENCH) i TOTAL JUVENILES DET. 1 1 1 0 i 1 TOTAL FELONY ARRESTS(ADULT)TO DATE: 62 TOTAL MISDEMEANOR ARRESTS (ADULT)TO DATE: 195 TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR)TO DATE: 3 TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR)TO DATE: 260 co nn - - § k \ § k § . 2 _ kk 0 � ■ - � I@ IE � - � % $ Ln g R $ § � � R t � q RR § R § CL c 2c @ 2 > k§ O � � - D LU 0 � S 2 L § z i J > o to § 2 ¢ x G § cr RLU > $ 0) -1 £ § § - aB / z B \ x�7 L LU \ \ 2 § k 0) wU 0 w \ 2 z LLE o w z / � LU > & j 2 LP LP ° LO ° § a a $ 0. a § 7t > > �6 > > � � a 3 LU 73 G G o \ 2 7 $ 7 _ LL % 2 ) § § 20 % k \ z 2 �Ix LU ¥ / f \ j CL \ > K p � ^ W. G G 2 R k k k t0 N SY rM •.+ O O C) n � O J ? 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M ••11 W V O o C' O Q0I 0 0.' O m O ❑ O � tto Z V Z 7 �j w a O O 7 A w LUt H > a F- r o O C ^ I r. � � O O O O O kn O b C� N N N N N N RECEIVED RECEIVED 4 JUN 14 2017 *� JUN 12 20V C11Y CLERK'S OKE CITY ADMINISTRATION STAFF REPORT PUBLIC UTILITIES DEPARTMENT DATE: June 20, 2017 TO: Honorable Mayor and City Council FROM: Kelly Nguyen, General Manager of Public Utilities t RE: Amendment No.l to the Economic Development Incentive on Electric Service Agreement with Matheson Tri-Gas,Inc. Recommendation A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA") review, because it is a continuing administrative and governmental fiscal activity which does not involve any commitment to any specific project and 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 Amendment No.1 to the Economic Development Incentive on Electric Service Agreement between the City of Vernon (the "City") and Matheson Tri-Gas Inc., in substantially the same form as attached herewith, for the purpose of extending the commencement of commercial operation of an additional air separation plant within the City; and C. Authorize the City Administrator to execute Amendment No. 1 to the Economic Development Incentive on Electric Service Agreement with Matheson Tri-Gas, Inc. Background On June 18, 2015, the City and Matheson Tri-Gas, Inc. entered into an agreement for Economic Development Incentive on Electric Service(the"Agreement")which proposed expansion of an air separation plant(the "New Facility")within the City. Pursuant to Section 4 of the Agreement, the New Facility shall commence commercial operation within a twenty-four(24)month period of the date of execution of the Agreement, provided that such twenty-four (24) month period shall be extended by written agreement of the parties to the extent commercial operation of the New Facility is delayed due to force majeure events. Page 1 of 2 Through a letter dated June 5, 2017, Matheson requested to extend their Commencement Date of the Economic Development Incentive Agreement due to unforeseen delays caused by design changes necessary to comply with the City's code requirements. Matheson advised that the construction and commissioning of the additional Air Separation Plant at the existing Matheson Tri-Gas facility will not be completed until July 2018. Therefore, Matheson Tri-Gas requested an increase of the commencement period defined in Section 4 Commencement Date of the Agreement for Economic Development Incentive on Electric Service from twenty-four(24) months to forty- two (42) months, an additional eighteen(18) months. Staff recommends the approval of Amendment No. 1 to the Economic Development Incentive Agreement between the City of Vernon and Matheson Tri-Gas, Inc. in order to accommodate Matheson's revised construction and commissioning schedule for the New Facility. The City Attorney's Office has reviewed and approved the amendment as to form. Fiscal Impact No known fiscal impact. Attachment(s) 1. Amendment No. 1 2. Request to Extend Commencement Date of Economic Development Incentive Agreement Page 2 of 2 AMENDMENT NO. 1 TO THE ECONOMIC DEVELOPMENT INCENTIVE ON ELECTRIC SERVICE AGREEEMNT BETWEEN THE CITY OF VERNON AND MATHESON TRI-GAS, INC. This Amendment("Amendment No. 1")to that certain Agreement for Economic Development Incentive on Electric Service dated June 18, 2015, (the "Agreement"), is made as of June 20, 2017, by and between the City of Vernon, a California charter city and California municipal corporation(the"City"), and Matheson Tri-Gas., a Delaware corporation ("Matheson"). WHEREAS, the City and Matheson are parties to the Agreement, under which, in consideration of Matheson's commitment to construct and operate an additional air separation plant within the City(the "New Facility") at the contracted demand,the City agreed to provide a ten(10) year rate incentive to Matheson's otherwise applicable tariff for the New Facility(the "Incentive"); and WHEREAS, under paragraph 4 of the Agreement, the Incentive commences on Matheson's regularly scheduled meter read day in the first month following the commencement of commercial operation of the New Facility, which date "shall be within a twenty-four(24) month period of the date of execution of[the] Agreement"(the"Commencement Date"); and WHEREAS, by letter dated June 5, 2017, Matheson requested an eighteen (18) month extension of the Commencement Date under the Agreement(leaving all other provisions intact), in light of required design changes that have served to delay construction and commissioning of the New Facility. NOW, THEREFORE, the parties to this Amendment No. 1 agree as follows: 1. The Commencement Date under paragraph 4 of the Agreement is hereby extended, such that it shall occur within a forty-two (42) month—not twenty-four(24) month— period of the date of execution of the Agreement. 2. Except as expressly modified by this Amendment No. 1, all provisions of the Agreement shall remain in full force and effect. 3. The provisions of this Amendment No. 1 shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment No. 1 and shall supersede any other agreement, understanding, or arrangement, whether written or oral,between the parties with respect to the subject matter of this Amendment No. 1. 4. The person or persons executing this Amendment No. 1 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 1 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 as of the date stated in the introductory clause. [SIGNATURES FOLLOW ON NEXT PAGE] - 1 - CITY OF VERNON a California charter city Matheson Tri-Gas, Inc., a Delaware corporation and municipal corporation By: -— B y� Name: Carlos Fandino, City Administrator Title: ATTEST: By: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: Brian Byun, Deputy City Attorney - 2 - MATHESON TRI•GAS 5555District Blvd Vemon,CA 9005D058 ask. . .The Gas Professionals June 5,2017 City of Vernon Vernon Gas& Electric 4305 Santa Fe Avenue Vernon,CA 40058 Re: Request to Extend Commencement Date of Economic Development Incentive Agreement To Whom It May Concern, Due to unforeseen delays caused by design changes necessary to comply with the City's code requirements,the construction and commissioning of the additional Air Separation Plant at the existing Matheson Tri-Gas facility will not be completed until July 2018. Therefore, Matheson Tri-Gas is requesting an increase of the commencement period defined in Section 4 (Commencement Date)of the Agreement for Economic Development Incentive on Electric Service from 24 months to 42 months,an additional eighteen(18)months. All other terms of the Agreement will remain unchanged. Matheson Tri-Gas is proceeding with this project in good faith based on the expectation that the benefits afforded them in the Economic Development Incentive Agreement will remain in effect. The City's consideration and approval of this request for extension of the commencement date is critical to the completion of this project. Sincerely, lcJli ?mil i�� Bill Tolen ASU Operations Manager—West Zone Matheson Tri-Gas Ph. 626-780-8404 btolen@mathesongas.com RECEIVED RECEIVED JUN 14 2017 .SUN 14 209 CITY CLERK'S OFFICE CITY ADMINISTRATION STAFF REPORT PUBLIC WORKS DEPARTMENI� DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wils , werim Director or Public Works Pepartment Originator: Lissette Meiendez, Associate Engineer RE: Acceptance of Electrical Easement at 3250 44"Street(APN 6303-016-007) Recommendation A. Find that the acceptance of the Electrical Easement proposed in this staff report is not a"project" as that term is defined under the California Environmental Quality Act (CEQA) Guidelines Section 15378, and even if it were a project, it would be categorically exempt in accordance with CEQA Guidelines Sections 15301 (maintenance, repair or minor alteration of an existing facility and involves negligible or no expansion of an existing use) and 15061(b)(3) (general rule that CEQA only applies to projects that may have a significant effect on the environment); and B. Accept the Electrical Easement, in substantially the same form as attached to this staff report,and authorize the Mayor to execute the Certificate of Acceptance. Backeround The property located at 3250 44"' Street is being developed and an easement is needed for the installation and maintenance of City owned electrical conduit and equipment serving the property. The Public Works Department has received a fully executed Electrical Easement by Force-44th Street, LLC, a California limited liability company for the property at the above-mentioned location, Assessor's Parcel No.6303-016-007. The easement has been reviewed and approved by the Vernon Public Utilities Department and has been approved as to form by the City Attorney's Office. Fiscal Impact Acceptance of the proposed Electrical Easement has no fiscal impact. Attachment(s) 1. Easement Deed 2. Certificate of Acceptance Page I of I RECORDING REQUESTED BY and WHEN RECORDED MAIL TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Clerk MAIL TAX STATEMENTS TO: Exempt EASEMENT (ELECTRICAL) APN: 6303-016-007 DOCUMENTARY TRANSFER TAX IS NONE—NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE. FOR VALUABLE CONSIDERATION,RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, FORCE- 41 STREET,LLC,a California limited liability company(the"Grantor") HEREBY GRANT(S)TO: City of Vernon,a municipal corporation (the"Grantee") An easement for every purpose beneficial to the Vernon Public Utilities Department,a Municipal Corporation, including, but not limited to,the right to construct, lay, install, use, maintain,alter, add to, repair, replace, inspect and remove underground and overhead electric and other public utilities, consisting of pole, guys and anchors, crossarms,wires, cables,conduits, manholes, vaults, pull boxes,markers and other fixtures and appliances with the right of ingress and egress in,on, over, under, across and through that certain real property in the City of Vernon,County of Los Angeles, State of California,as described in Exhibit"A"attached hereto and incorporated herein by this reference, and as more particularly shown on the map attached hereto as Exhibit "B"and incorporated herein by this reference.This easement is on a portion of the property owned by the Grantor. The Grantee, and its employees shall have free access to said facilities and every part thereof, at all times, for the purpose of exercising the rights herein granted. Date: !V9- 2017 FORCE-44TH STREET,LLC,a California limited liability company "Grantor" James N. Devling, ger sir I ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of LOS ANGELES On MAY 22 2017 before me, CHRISTINA BARBA NOTARY PUBLIC , (Insert Name of Notary Publ is and Title) 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 on which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. ,� CF1RIlwlifyll rA1911A h COMM 0 2a89$a5 ; 1OS ANGELES COL,NTy WITNESS my hand and official seal. %7 r OWY PUBLIC-CALI1=0Rf A Z W COMMMION EXPIRES � NOv 13. 20)a Signature (Seal) EXHIBIT " A " TWO STRIPS OF LAND SITUATED IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: STRIP 1 : TWO FOOT WIDE STRIP, BEING PORTION OF LOT 11 OF THE 500 ACRE TRACT OF THE LOS ANGELES FRUIT LAND ASSOCIATION, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3, PAGES 156 AND 157 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, THE CENTERLINE OF SAID STRIP IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF THAT CERTAIN STRIP OF LAND (NOW KNOWN AS 44TH STREET) 80.00 FEET 1N WIDTH, AS CONVEYED TO THE CITY OF VERNON BY THE DEED RECORDED AS DOCUMENT NO. 1300 OF AUGUST 18, 1949, IN BOOK 30806, PAGE 333, OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID LOS ANGELES COUNTY, WHICH POINT IS NORTH 89' 59' 03" WEST 2.31 FEET ALONG THE EASTERLY PROLONGATION OF SAID SOUTH LINE FROM THE WEST LINE OF ALCOA AVENUE, 55.00 FEET IN WIDTH; THENCE ALONG SAID SOUTH LINE NORTH 89' 59' 03" WEST 380.29 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE LEAVING SAID SOUTH LINE ALONG THE FOLLOWING COURSES: io)s 1 SOUTH 0' 00' 57" WEST 4.30 FEET; 5 A. 2 SOUTH 11' 49' 36" EAST 37.00 FEET; 3 SOUTH 0' 00' 57" WEST 55.50 FEET TO POINT A; No 4 + STRIP 2: r OFc, � 7 TWELVE FOOT WIDE STRIP, BEING PORTION OF LOT 11 OF THE 500 ACRE TRACT OF THE LOS ANGELES FRUIT LAND ASSOCIATION, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3, PAGES 156 AND 157 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, LYING 4.50 FEET EASTERLY AND 7.50 FEET WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT ABOVE DESCRIBED POINT A , SOUTH 0' DO' 57" WEST 16.50 FEET. ELECTRICAL EASEMENT _CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA SCALE AS NOTED SEABOARD ENGINEERING CO. JOB NO. 17_032 L DRAWN BY 1415 E. COLORADO STREET , STE. 205 M.D. I GLENDALE , CA. 1205 DATE 03/03/17 CHECKED BY TEL. (310) 277-7337 FAX ?818) 550-0339 M.D. SEABOARDOSEABOARDENGCO.COM PAGE 1 OF 1 EXHIBIT 111311 SEE DETAIL HEREON - - SEE DETA14 HEREO - - 44TH STREET — `-- - - z,0O'� IHT C . �L — i,2-ao jCo-!ae mGr CF LGd+ ►RU WO Awoongr � - 147X a. aa ifFfa SCALE, 1' - '-0" N 89° 59'03' W 380.29 ' :�:--N 89° 59' 03"W 325.6 - 2.31' 25.00' J OLID WEST LINE OF ALCOA AVE. a r ---'--- Z00. ^25-00' LINE BEARING DISTANCE L1 S 0° 00' 57 " W 4.30 FEET L2 ,5 110 49 35 E 37.00 FEET L4- I 50. L3 S 00 00' 57" W 55.50 FEET L4 S 0° 00' 57" W 16.50 FEET FSCALEE, : 1" =40' 0" ELECTRICAL EASEMENT CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA SCALE AS NOTED SEABOARD ENGINEERING CO. JOB NO. 17-032 1415 E. COLORADO STREET , STE, 205 DRAWN BY M.D. GLENDALE , CA. 91205 DATE 03/03/17 CHECKED BY M.D. TEL. (310) 277-7337 FAX (818) 550-0339 PAGE 1 OF SEABOARD@SEABOARDENGCO.COM CERTIFICATE OF ACCEPTANCE (California Government Cale Section 27281) This is to certify that interests in real property conveyed to or created in favor of the City of Vernon by that certain Electrical Easement dated May 22, 2017, executed by Force44th Street, LLC, a California limited liability company, is hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Minute Order by the City Council of the City on June 20, 2017, and the grantee consents to recordation thereof by its duly authorized officer. Dated: . 2017 CITY OF VERNON MELISSA YBARRA, Mayor ATTEST: MARIA E. AYALA, City Clerk APPROVED AS TO FORM: BRIAN BYUN, Deputy City Attorney CEIVED AN 01 2017 �*� " 110MINISTRAnON CITY CLERK'SORE STAFF REPORT CF[AF PUBLIC WORKS DEPARTMENT DATE: ,dune 6, 2017 TO: Honorable Mayor and City Council FROM: Kevin Wilson, Intert Di or of public Works Originator: Sergio Canalistant Planner RE: Ordinance Approving a Static Billboard Development Agreement and a Digital Billboard Development Agreement between the City of Vernon and Magellan Atlantic I, LLC., to Replace an Existing Static Billboard and Convert an Existing V-shape Static Billboard to a V-Shape Digital Billboard Along the I-710 Freeway Recommendation A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15302, because the proposed development of the Billboards contemplates only replacement or reconstruction of existing structures or facilities on the same Site having substantially the same size, purpose, and capacity; and B. Open the Public Hearing and receive any comments from the public regarding the Development Agreements, and thereafter close the Public Hearing; and C. Approve the first reading, and adopt at a subsequent meeting, an ordinance approving a Static Billboard Development Agreement and a Digital Billboard Development Agreement between the City of Vernon and Magellan Atlantic I, LLC., to replace an existing static billboard and convert an existing V-shape static billboard to a V-shape digital billboard along the I-710 Freeway. Backeround The proposed site is located at 3030 Atlantic Boulevard and is approximately 14.7 acres in size and contains a 200,000 square foot industrial building. It also includes an underdeveloped 6.8 acre parcel located to the rear of the property. The proposed site is located in the C-1 Commercial Overlay District of the I-Zone, Industrial. Three billboard signs currently exist on the subject property. For the past year the City has been in negotiations with the property owner of 3030 Atlantic Boulevard, Magellan Atlantic I, LLC (Magellan), on two development agreements to replace an existing V-shape formation two (2) sided static billboards with two (2) new single-sided 14x48 billboard with one (1) single-sided 14x48 foot static display, which are both oriented towards the I-710 freeway. The third billboard will be removed and not replaced. Magellan is also proposing to increase the height of signs along the I-710 Freeway from thirty five (35) feet to fifty (50) feet as measured from the elevation of the adjacent roadway. The increase in height will allow better visibility as the sign is viewed from both sides of the I-710 Freeway. Pursuant to Section 26.9.2 of the City's Zoning Code, billboards are allowed subject to approval of a Development Agreement. The applicant, Magellan, is, therefore, requesting approval of the subject Development Agreements to allow the replacement and operation of a static billboard and V-shape digital billboard on the subject property. The Ordinance and both Development Agreements have been approved as to form by the City Attorney's office. Development A regiment Terms Term of Agreement and Renewal Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect from the Effective Date until the earlier of. (i) thirty (30) years from the Effective Date; or (ii) when the New Digital Billboards are permanently removed (other than removal for repair or replacement) (the "Term"). At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If this Agreement expires on its own terms or is otherwise terminated, the Developer must remove the New Digital Billboards at the Developer's sole cost and expense. Processing Fee Upon submission of its application for the approvals granted by this Agreement, the Developer has paid to the City a processing fee ("Processing Fee") in the amount of Five Thousand Dollars ($5,000) for the New Digital Billboards and $5,000 for the static billboard. The City shall retain and use the Processing Fee, or any part thereof, for any public purpose within the City's discretion. The Processing Fee shall be separate from all fees which are standard and uniformly applied to similar projects in the City, including, but not limited to, business license fees (due by Developer to the City annually), one-time plan check fees and building permit fees, and any other fees imposed by Los Angeles County, as may be applicable. Development Fee The potential impacts of the Development on the City and surrounding community are difficult to identify and calculate. The Developer and the City agree that an annual development fee paid by the Developer to the City would adequately mitigate all such potential impacts. The Parties therefore agree that the Developer shall pay an annual development fee to the City, subject to the obligation to pay the Alternative Fee per Section 2.6.2 below. The Development Fee for the digital billboard shall be Forty Thousand Dollars ($40,000) per calendar year of the Term for each face of the two (2) New Digital Billboards i.e., $80,000 per year total for the New Digital Billboards). The Development Fee for the static billboard shall be $12,500 per year. The Development Fee shall be increased every three (3) years (each, an "Adjustment Period") in proportion to the adjustment over the same time to the U.S. all items Consumer Price Index for All Urban Consumers (CPI-U) for the Los Angeles-Orange-Riverside area, base period 1982- 1984, based upon the most recent month of publicly available CPI data available as of January 31 of the year of such increase; provided, however, that any CPI increase shall not exceed six percent (6%) of the Development Fee per Adjustment Period (each, a "CPI Increase"). For the Page 2 of 4 percent (6%) of the Development Fee per Adjustment Period (each, a "CPI Increase"). For the avoidance of doubt, should the Parties inadvertently fail to apply a CPI Increase at the end of any given Adjustment Period, such shall not be deemed a waiver of that particular CPI Increase, but rather, shall be added to any subsequent CPI Increase(s). Notwithstanding the foregoing, if any one or more digital faces of the New Digital Billboards is permanently reduced, removed (other than removal for repair or replacement) or destroyed (in its entirety), the Developer shall not be required to pay that portion of the Development Fee attributable to such face. Instead, the Developer shall pay the Development Fee for each face of the New Digital Bill boards-turned- static as prescribed under the Static Billboard Agreement and prorated from the date the digital face(s) is/are permanently removed. Development Fee Payments. Alternative Fee For any calendar year of the Term where the Alternative Fee exceeds the Development Fee for the New Digital and static billboards, the Developer shall pay to the City the Alternative Fee, which is defined as an amount equal to eight percent (8%) of the gross advertising revenue from the Billboards during the preceding calendar year of the Term (the "Alternative Fee"). Gross advertising revenue shall specifically exclude advertising agency fees paid to the advertiser's advertising agency and/or brokerage fees paid to the sales brokers other than Developer and/or Operator. Furthermore, the gross advertising revenue is based solely on the basic advertising size, as recorded on the City's building permits, and does not include free-form cut-outs, solid extensions, back-lit displays, 3D presentations, tri-vision, stretch faces, additional art work reproductions or any other special treatment or appurtenances as required by the advertiser. Acknowledgment by Operator In the event the Developer enters into a contract or lease agreement with an Operator to operate the New Digital Billboards, such contract or lease agreement shall provide for Operator's acknowledgment of and consent to be bound by this Agreement. Upon execution of such a contract or lease agreement, the Developer shall deliver a copy to the City for its records. Prohibited Use Developer shall not utilize any of the displays on the New Digital Billboards to advertise tobacco, marijuana, hashish, any adult or sexually oriented businesses as defined in VMC Section 5.81.2, any products or services thereof, or show sexually oriented images or language, or as may be prohibited by any City ordinance existing as of the Effective Date of this Agreement. Safety and Appearance In addition to the requirements set forth in VMC Section 26.9.3-6 and under Section 26.9.3-6(f), the brightness of the New Digital Billboards shall be such that the difference of ambient light measurement and the New Digital Billboards light turned on to full white copy shall be no greater than 0.3 foot-candles when measured from a distance of 150 feet from the base of the New Digital Billboards. City Discount Businesses that are members of the Chamber and the Chamber itself shall be entitled to a 10% discount (from the "rate card" rates) for advertising on the New Digital Billboards. Page 3 of 4 City Use of New Digital Billboards Subject to availability (except in the case of an Emergency Situation, as defined below), the City may, free of charge, post public service announcements ("PSAs") on the New Digital Billboards for up to a maximum of five (5) weeks (i.e., 840 hours) every calendar year during the Term ("PSA Time"). PSA Time may be subdivided at the sole discretion of the City. In the case of a public safety emergency or natural disaster, including but not limited to a chemical or hazardous waste incident, explosion, earthquake, flood, or criminal incident (e.g., Amber Alerts) (each, an "Emergency Situation"), the City's PSA shall preempt any and all existing commercial advertising until the Emergency Situation has been abated and, in the reasonable discretion of the City, the PSA is no longer necessary to preserve the health and/or safety of the public. Emergency Situation PSAs shall not be charged to the City's PSA time. The City shall not, under any circumstances, be liable to the Developer or any third party for any losses incurred due to the City's posting of an Emergency Situation PSA. City Acknowledgement The Developer has agreed to display the City's name and logo on the skirt of both billboards. Fiscal Impact The terms in both Development Agreements establish the amount and timing of revenues that would flow to the City from the billboard operations. Once installed the Digital and Static Billboards will create a minimum revenue stream for the City of $92,500 per year, increasing annually in accordance with the consumer price index. Attachment(s) 1. Ordinance approving a Static Billboard Development Agreement and a Digital Billboard Development Agreement Page 4of4 . - 4305 Santa Fe Avenue City of Vernon Vernon,CA 90058 ti (323)583-8811 a y rw�L7 4N�} NOTICE OF PUBLIC HEARING APPROVING A STATIC BILLBOARD DEVELOPMENT AGREEMENT AND A DIGITAL BILLBOARD DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON AND MAGELLAN ATLANTIC I, LLC The City Council of the City of Vernon will conduct a Public Hearing, which you may attend. PLACE: Vernon City Hall,City Council Chambers 4305 Santa Fe Avenue Vernon, CA 90058 DATE & Tuesday,June 6,2017 at 9:00 a.m. TIME: (or as soon thereafter as the matter can be heard) APPLICANT: Magellan Atlantic I,LLC REQUEST: To adopt an ordinance approving a Static Billboard Development Agreement and a Digital Billboard Development Agreement between the City of Vernon and Magellan Atlantic I, LLC to replace an existing static billboard and convert an existing V-shape static billboard to a V-shape digital billboard along the 710 freeway. PROPERTY 3030 Atlantic Boulevard,Vernon,CA 90058 INVOLVED: REVIEW OF THE FILE: The Static Billboard Development Agreement and the Digital Billboard Development Agreement supporting information are available for public review during normal business hours in the Vernon Public Works Department, located at 4305 Santa Fe Avenue, Vernon,CA 90058, between the hours of 7:15 a.m. and 5:15 p.m. Monday through Thursday. PROPOSED Staff plans to recommend that the Vernon City Council determine that CEQA the proposal will not have a significant effect on the environment and is FINDING: exempt from the California Environmental Quality Act(CEQA)under CEQA Guidelines section 15302, because the proposed development of the Billboards contemplates only replacement or reconstruction of existing structures or facilities on the same Site having substantially the same size, purpose,and capacity. If you challenge the granting of the Static Billboard Development Agreement or the Digital Billboard Development Agreement, or any provisions thereof in court, you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written correspondence delivered to the City of Vernon at, or prior to, the meeting. The hearing may be continued or adjourned or cancelled and rescheduled to a stated time and place without further notice of a public hearing. Dated. 5/23/2017 Maria Ava City e ORDINANCE NO. 1243 AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING A STATIC BILLBOARD DEVELOPMENT AGREEMENT AND A DIGITAL BILLBOARD DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON AND MAGELLAN ATLANTIC I, LLC WHEREAS, Magellan Atlantic I, LLC (the "Developer") has an ownership interest in that certain portion of real property within the City of Vernon (the "City" ) , located adjacent to, and on the western side of the I-710 freeway, commonly known as 3030 S . Atlantic Boulevard (the "Site" ) ; and WHEREAS, there currently exist three (3) static billboard structures on the Site - one of which is a double-facing billboard in a "V" formation and the other two of which are single-sided billboards; and WHEREAS, the City and Developer desire for Developer to replace the existing "V" formation static billboards with two (2) new single-sided 14x48 foot digital displays placed in an identical "V" formation (together, the "Digital Billboards" ) , replace one existing static billboard with one (1) single-sided 14x48 foot static display which is oriented toward the I-710 freeway (the "Static Billboard" and together with the Digital Billboards, the "Billboards" ) , and remove the other existing billboard altogether; and WHEREAS, the City and the Developer have negotiated and prepared the form of the attached Static Billboard Development Agreement and Digital Billboard Development Agreement (together, the "Development Agreements" ) , the purpose of which is to memorialize, among other things, the respective duties of the parties with respect to development of the Billboards, as well as the benefits that will inure to each of the parties during the term of the Development Agreements; and WHEREAS, the City Council of the City of Vernon desires to approve the Development Agreements . NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 1 : Recitals. The City Council hereby finds and determines that all of the foregoing recitals are true and correct . SECTION 2 : Purpose and Authority. The purpose of this Ordinance is to approve a Static Billboard Development Agreement and a Digital Billboard Development Agreement with Magellan Atlantic I, LLC. This ordinance is authorized pursuant to Government Code Section 65864 through 65860 . 5 . SECTION 3 : Findings . In adopting this ordinance, the City Council makes the following findings : a) Approval of the Development Agreements is categorically exempt from review under the California Environmental Quality Act ("CEQA" ) under CEQA Guidelines section 15302, because the proposed development of the Billboards contemplates only replacement or reconstruction of existing structures or facilities on the same Site having substantially the same size, purpose, and capacity; and b) The proposed Development Agreements are consistent with the objectives, policies, and general land uses and programs of the City of Vernon General Plan; and c) The proposed Development Agreements will not be detrimental to the health, safety and general welfare of persons residing in the immediate area, or detrimental to the general welfare of residents of the City as a whole; and - 2 - d) The proposed Development Agreements is consistent with the provisions of Government Code Sections 65864 through 65869 . 5 ; and e) The City Council has held a duly noticed public hearing on the proposed Development Agreements, and has considered the testimony presented at such public hearing. SECTION 4 : Action. The City Council hereby approves the Static Billboard Development Agreement and a Digital Billboard Development Agreement, in substantially the form presented to the City Council, and attached hereto as Exhibits A and B. The Mayor or Mayor Pro-Tem is hereby authorized and directed to execute the Development Agreements for and on behalf of, the City of Vernon, and the City Clerk, or Deputy City Clerk, shall attest thereto. SECTION 5 : Severability. If any chapter, article, section, subsection, subdivision, paragraph, sentence, clause, phrase, or word in this Ordinance or any part thereof is for any reason held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof . The City Council hereby declares that it would have adopted this Ordinance and each chapter, article, section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more chapters, articles, sections, subsections, subdivisions, paragraphs, sentences, clauses, phrases or words be declared unconstitutional, or invalid, or ineffective. SECTION 6 : Book of Ordinances . The City Clerk, or Deputy City Clerk, shall attest and certify to the adoption of this Ordinance and shall cause this Ordinance and the City Clerk' s, or Deputy City - 3 - Clerk' s, certification to be entered in the Book of Ordinances of the Council of this City. The City Clerk, or Deputy City Clerk, shall cause this ordinance to be published or posted as required by law. SECTION 7 : This Ordinance shall go into effect and be in full force and effect at 12 : 01 a.m. on the thirty-first (31st) day after its passage. APPROVED AND ADOPTED this 20th day of June, 2017 . Name: Title: Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED A FORM; Brianrun, ep t� City Attorney - 4 - 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 Ordinance, being Ordinance No. 1243 was duly and regularly introduced at a regular meeting of the City Council of the City of Vernon, held in the City of Vernon on Tuesday, June 6, 2017, and thereafter adopted at a meeting of said City Council held on Tuesday, June 20, 2017, by the following vote: AYES : Councilmembers : NOES : Councilmembers : ABSENT: Councilmembers : And thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2017, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) - 5 - �X�1$1T A [Exempt From Recording Fee Per Gov. Code §6103] STATIC BILLBOARD DEVELOPMENT AGREEMENT This Static Billboard Development Agreement (hereinafter "Static Billboard Agreement" or"Agreement") is entered into this day of , 2017 (hereinafter the "Effective Date"), by and between the City of Vernon, a California chartered City and municipal corporation of the State of California (hereinafter "City"), and Magellan Atlantic I, LLC, a California limited liability company (hereinafter"Magellan"). RECITALS A. California Government Code Sections 65864 et seq. (the"Development Agreement Law") authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development. B. Owner(as defined in Section 1.1.21 below)has an ownership interest in that certain portion of real property, located adjacent to, and on the western side of, the south-bound lanes of the 710 Freeway, commonly known as 3030 S. Atlantic Blvd. in the City of Vernon, Assessor Parcel Number 6314-033-002, as more specifically described in Exhibit "A" and depicted at Exhibit "C", attached hereto and incorporated herein, upon which the Development (as defined below) is located (the "Site"). C. Developer (as defined in Section 1.1.11 below) seeks to install two (2)new single- sided 14 x 48 foot digital displays placed in a "V" formation (together, the "New Digital Billboards")and one(1)single-sided 14 x 48 foot static display(the"New Static Billboard")which is oriented toward the 710 Freeway, as depicted in Exhibit "C" (collectively the New Digital Billboards and New Static Billboard are referred to as the "New Billboards"). D. Given the different terms and conditions of the New Billboards, the Parties have agreed to execute two separate and independent agreements for each of (i) the New Digital Billboards and (ii) the New Static Billboard. The agreement for the New Digital Billboards shall be referred to as the "Digital Billboard Agreement". E. Owner has consented to Developer's application for this Agreement, and Developer, as the owner of a leasehold, license or easement interest in the Development, has a legal and/or equitable interest in a portion of the Site and thus qualifies to enter into this Agreement in accordance with the Development Agreement Law. F. In exchange for the City approvals sought by Developer for the New Static Billboard as provided herein, Developer is agreeable to, among other things,paying to the City an annual Development Fee or Alternative Fee for the New Static Billboard, whichever is greater, as defined and provided in Sections 2.6.1 and 2.6.2 below, for the cost to the City to mitigate the impact of the installation of the New Static Billboard. i 1062963.03/LA 297 944-00207/6-1-17/j d/sne i I G. The Site is located within the City's Industrial Zone,and,pursuant to section 26.9.2 of the Vernon Municipal Code("VMC"),may be developed by installing,constructing,modifying, or replacing the New Static Billboard, subject to, among other things, City Council approval of this Agreement. H. Developer and the City agree that a development agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein. 1. The City Council finds that this Agreement is in the best public interest of the City and its residents,adopting this Agreement constitutes a present exercise of the City's police power, and this Agreement is consistent with the City's General Plan and with the VMC in all respects. Further, the City Council has found that approval of this Agreement and the Development itself are categorically exempt from review under the California Environmental Quality Act ("CEQA") under CEQA Guidelines section 15302, because the Development contemplates only replacement or reconstruction of existing structures or facilities on the same site having substantially the same size,purpose, and capacity. This Agreement and the proposed Development will achieve a number of City objectives, including utilizing the Site for a revenue-generating use. J. The purpose of this Agreement is to set forth the rules and regulations applicable to the Development, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit "B"), which sets forth a description of the Development and the Schedule of Performance (Exhibit"D"). COVENANTS NOW, THEREFORE, in consideration of the above preamble and recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer and Owner agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized, when used in the Agreement. In addition to the terms defined in the Recitals above, the defined terms include the following: 1.1.1 "Agreement" means this Static Billboard Development Agreement and all attachments and exhibits hereto. 1.1.2 "Alternative Fee" shall have the meaning set forth at Section 2.6.2. 1.1.3 "Amendment" shall have the meaning set forth at Section 2.3. 1.1.4 "Caltrans" means the California Department of Transportation. 1.1.5 "CEQA" means the California Environmental Quality Act (Public Resources Code Section 21000 et seq.), as it may be amended from time to time. 1062963.03/LA 297944-00207/6-1-17/j d/sne -2- 1.1.6 "Chamber" means the Vernon Chamber of Commerce. 1.1.7 "City"means the City of Vernon, a California chartered City and municipal corporation. 1.1.8 "City Council" means the City Council of the City. 1.1.9 "Commencement Date" shall have the meaning set forth at Section 2.6.1. 1.1.10 "County Recorder" means the Los Angeles County Registrar-Recorder / County Clerk. 1.1.11 "Developer" means any party holding the exclusive leasehold, license or easement interest in the Development. If there is no party holding an exclusive leasehold, license or easement interest in the Development,the Developer shall be the Owner. The current Developer is Magellan, and its successors and assigns. 1.1.12 "Development" means the design and installation of the New Static Billboard on the Site. 1.1.13 "Development Approval" means approval of this Agreement and all necessary variances or code amendments related thereto, collectively, by any and all applicable governmental agencies, including the City, and as applicable, Caltrans. 1.1.14 "Development Fee" shall have the meaning set forth at Section 2.5. 1.1.15 "Director of Public Works" shall mean the City's Director of Public Works (whether interim or permanent) or his/her designee. 1.1.16 "Effective Date" means the date inserted into the preamble of this Agreement, which is thirty (30) days following Development Approval#3. 1.1.17 "Final Permits"means any and all required permits to maintain and operate the New Static Billboard as contemplated in Section 3.3 (including, without limitation, all utilities required by the New Static Billboard), which such permits have been "finale#" by the applicable inspectors. 1.1.18 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of the City, including, but not limited to, the City's General Plan and VMC, including, but not limited to, the Zoning Code [VMC, Ch. 26], which govern development and use of the Site, including, without limitation, the permitted use of the Site, the density or intensity of use, subdivision requirements, the maximum height and size of the New Billboards and the design, improvement and construction standards and specifications applicable to the Development or the Site which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. Land Use Regulations shall also include the federal National Pollutant Discharge Elimination System ("NPDES") regulations and approvals from the California Department of Transportation Outdoor Advertising Division, to the extent applicable. 1062963.03/LA 297944-00207/6-1-17/j d/sne -3- i� i 1.1.19 "Mortgagee"means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security device, a lender or each of their respective successors and assigns. 1.1.20 "Operator" means the person or entity who operates the New Static Billboard, contracts directly with advertisers, and collects revenues directly from advertisers. The Owner or Developer may be the Operator. 1.1.21 "Owner" means the party holding the fee interest in the Site. The current Owner is Magellan, and its successors and assigns. 1.1.22 "Party" means Owner, Developer or City. 1.1.23 "Parties"means, collectively, Owner, Developer and City. 1.1.24 "Site" shall have the meaning provided in Recital B. 1.1.25 "Schedule of Performance" means the Schedule of Performance attached hereto as Exhibit"D" and incorporated herein. 1.1.26 "Scope of Development"means the Scope of Development attached hereto as Exhibit"B" and incorporated herein. 1.1.27 "Subsequent Land Use Regulations" means any Land Use Regulations effective after the Effective Date of this Agreement(whether adopted prior to or after the Effective Date of this Agreement) which govern development and use of the Site. 1.1.28 "Subsequent Development Approvals" means any approval sought by Developer in connection with future changes desired to be made by Developer to the Development following its initial completion. 1.1.29 "Term" shall have the meaning provided in Section 2.3, unless earlier terminated as provided in this Agreement. 1.1.30 "VMC" shall mean the Vernon Municipal Code, as such shall be amended from time to time. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit "A" (Legal Description of Site), Exhibit "B" (Scope of Development), Exhibit "C" (Site Plan and Elevations), Exhibit "D" (Schedule of Performance), and Exhibit"E" (City's Equal Employment Opportunity Practice Provisions). 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Development, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed: (i)to bind or restrict Developer with respect to its ownership or operation of the Development, except as expressly set forth in this Agreement, or (ii) to impose any 1062963.03/LA 297944-00207/6-1-17/jd/sne -4- obligation whatsoever on Owner with respect to the Development, except as expressly set forth in this Agreement. 2.2 Interest in Site. The City and Developer acknowledge and agree that Developer has a legal and/or equitable interest in the Site, and thus is qualified to enter into and be a party to this Agreement under the Development Agreement Law. 2.3 Term of Agreement and Renewal. Unless terminated earlier as provided in this Agreement,this Agreement shall continue in full force and effect from the Effective Date until the earlier of: (i) thirty (30) years from the Effective Date; or (ii) when the New Static Billboard is permanently removed (other than removal for repair or replacement) (the "Term"). At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If the Parties agree to renew this Agreement, the Parties shall execute a written amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date of the Amendment. If this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 5 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Developer and the City shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 8.1 below. If no Amendment is agreed to following termination of the Agreement (but by no later than the recording of the written cancellation of the Agreement), the New Static Billboard shall be removed at Developer's sole cost and expense. 2.4 Processing Fee. Upon submission of its application for the approvals granted by this Agreement, Developer has paid to the City a processing fee ("Processing Fee") in the amount of Five Thousand Dollars ($5,000) for the New Static Billboard. The City shall retain and use the Processing Fee, or any part thereof, for any public purpose within the City's discretion. The Processing Fee shall be separate from all fees which are standard and uniformly applied to similar projects in the City, including, but not limited to, business license fees (due by Developer to the City annually), one-time plan check fees and building permit fees, and any other fees imposed by Los Angeles County, as may be applicable. 2.5 Development Fee. The potential impacts of the Development on the City and surrounding community are difficult to identify and calculate. Developer and the City agree that an annual development fee paid by Developer to the City would adequately mitigate all such potential impacts. The Parties therefore agree that Developer shall pay an annual development fee to the City, subject to the obligation to pay the Alternative Fee per Section 2.6.2 below. The development fee shall be Twelve Thousand Five Hundred Dollars ($12,500) per calendar year of the Term for the New Static Billboard (the "Development Fee"). The Development Fee shall be increased every three (3) years (each, an "Adjustment Period") in proportion to the adjustment over the same time to the U.S. all items Consumer Price Index for All Urban Consumers (CPI-U) for the Los Angeles-Orange-Riverside area, base period 1982-1984, based upon the most recent month of publicly available CPI data available as of January 31 of the year of such increase; provided, however, that any CPI Increase shall not exceed six percent (6%) of the Development Fee per Adjustment Period(each, a"CPI Increase"). For the avoidance of doubt, should the Parties inadvertently fail to apply a CPI Increase at the end of any given Adjustment Period, such shall 1062963.03/LA 297944-00207/6-1-17/j d/sne -5- not be deemed a waiver of that particular CPI Increase,but rather, shall be added to any subsequent CPI Increase(s).Notwithstanding the foregoing, if the face of the New Static Billboard is removed (other than removal for repair or replacement)or destroyed (in its entirety),Developer shall not be required to pay the Development Fee otherwise payable by Developer for the New Static Billboard. If the face of the New Static Billboard is permanently reduced, Developer shall be required to pay the greater of the Development Fee, less the percentage of the Development Fee correlative to the percentage reduction in the size of the face of the New Static Billboard, and the Alternative Fee. 2.6 Development Fee Payments. 2.6.1 Development Fee: The Development Fee for the prior calendar year shall be due and payable no later than March 31 of the following calendar year,with the first installment prorated and due no later than the first March 31 after the initial calendar year Developer receives the Development Approval for the New Billboards from the applicable governmental authorities and the Final Permits. Developer shall provide notice to the City within five (5) business days of its receipt of all Final Permits. The initial Development Fee (or Alternative Fee per Section 2.6.2) shall be calculated from the day the City receives such notice (the "Commencement Date"). Nothing herein relieves the City from its contractual duty to issue all municipal building permits that are associated with the Development if Developer is in compliance with the terms of this Agreement. 2.6.2 Alternative Fee: For any calendar year of the Term where the Alternative Fee,as defined in this Section 2.6.2,exceeds the Development Fee described at Section 2.6.1 above for the New Static Billboard, Developer shall pay to the City the Alternative Fee, which is defined as an amount equal to eight percent (8%) of the gross advertising revenue from the New Static Billboard during the preceding calendar year of the Term (the "Alternative Fee"). If the Development Fee is greater than the Alternative Fee for any calendar year, then the Developer shall pay to the City the Development Fee. Within ninety (90) days following the end of each calendar year of the Term hereof, and ending within ninety (90) days after the end of the Term or earlier termination of the Agreement, Developer shall furnish to the City a statement in writing, certified by Developer (and/or Operator, as applicable) to be correct, showing the total gross advertising revenues made from the New Static Billboard during the preceding calendar year of the Term. Gross advertising revenue shall specifically exclude advertising agency fees paid to the advertiser's advertising agency and/or brokerage fees paid to the sales brokers other than Developer and/or Operator. Furthermore,the gross advertising revenue is based solely on the basic advertising size, as recorded on the City's building permits, and does not include free-form cut- outs, solid extensions, back-lit displays, 3D presentations, tri-vision, stretch faces, additional art work reproductions or any other special treatment or appurtenances as required by the advertiser. 2.7 Audit of Alternative Fee. With prior written notice to Developer of not less than ten(10)business days,the City shall have the right to audit gross advertising revenue for the New Static Billboard and to view those portions of any advertising space contracts or invoices that relate to the New Static Billboard, at Developer's (and/or Operator's, as applicable) office, on normal workdays between 9:00 a.m. and 4:00 p.m. once a year. Prior to the audit, the City shall, at Developer's (and/or Operator's, as applicable)request, sign a confidentiality agreement regarding the advertising space contracts and invoices. If the statement of total gross advertising revenue previously provided to the City is found by the City to be inaccurate for the prior calendar year of the Term, then, and in that event, there shall be an adjustment and within ten (10) business days 1062963.03/LA 297944-00207/6-1-17/j d/sne -6- upon receiving written demand, one party shall pay to the other such sums as may be necessary to settle in full the accurate underpayment or overpayment of the Alternative Fee, if any, that should have been paid for the period covered by such inaccurate statement. If said audit discloses an underpayment of greater than five percent (5%) with respect to the amount of total gross advertising revenue reported for the period of said report, then Developer (and/or Operator, as applicable) shall immediately pay to the City the cost of such audit,plus ten percent(10%)interest per annum on the amount underpaid from the date of submission of the Development Fee or the Alternative Fee, as applicable. If the audit does not disclose an underpayment of greater than five percent (5%) with respect to the amount of total gross advertising revenue reported for the period of said report, the cost of such audit shall be paid by the City and no interest payment is due thereon. 2.8 Acknowledgment by Operator. In the event Developer enters into a contract or lease agreement with an Operator to operate the New Static Billboard, such contract or lease agreement shall provide for Operator's acknowledgment of and consent to be bound by this Agreement, including but not limited to Sections 2.6, 2.7, 2.9, 2.10, and 4.2. Upon execution of such a contract or lease agreement, Developer shall deliver a copy to the City for its records. 2.9 Prohibited Use. Developer shall not utilize the New Static Billboard to advertise tobacco, marijuana, hashish, any adult or sexually oriented businesses as defined in VMC Section 5.81.2, any products or services thereof, or show sexually oriented images or language, or as may be prohibited by any City ordinance existing as of the Effective Date of this Agreement. 2.10 City Discount. Businesses that are members of the Chamber and the Chamber itself shall be entitled to a 10% discount (from the "rate card" rates) for advertising on the New Static Billboard. 3. DEVELOPMENT AND IMPLEMENTATION OF THE DEVELOPMENT. 3.1 Rights to Develop. Subject to and during the Term of this Agreement, Owner and Developer shall have the right to develop the Site in accordance with, and to the extent of, the Development Approval, the Land Use Regulations and this Agreement, provided that nothing in this Agreement shall be deemed to modify or amend any of the pre-existing Land Use Regulations, as more particularly set forth in Section 3.2 below. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement,the rules,regulations and official policies governing the density and intensity of use of the New Static Billboard on the Site, the maximum height and size of the New Static Billboard on the Site, and the design, improvement and construction standards and specifications applicable to the New Static Billboard shall be as set forth in the Land Use Regulations which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. 3.3 Development Approval. Developer, at its own expense and before commencement of demolition, construction or development of the New Static Billboard or other work of improvement upon the Site,shall secure or cause to be secured the Development Approval, a Conditional Use Permit and/or variances, as necessary, and building permit(s), as necessary, from the City, and any and all permits and approvals which may be required by any other 1062963.03/LA 297944-00207/6-1-17/jd/sne -7- governmental agency or utility affected by such construction, development or work to be performed by Developer, including but not limited to Caltrans, pursuant to the Scope of Development. Not by way of limiting the foregoing, in developing and constructing the Development,Developer shall comply with all: (1)applicable development standards in the VMC, (2) applicable NPDES requirements pertaining to the Development, (3) applicable conditions placed on the Development by Caltrans, and (4) applicable building codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and the Development Fee or Alternative Fee, as applicable. 3.4 Timing of Development; Scope of Development. Developer shall commence the Development within the time set forth in the Schedule of Performance, attached hereto as Exhibit "D". "Commencement" of the Development is defined herein as commencement of construction or improvements under the City building permit(s) for the construction of the New Static Billboard on the Site, which shall occur as soon as possible following Developer's receipt of the Development Approval and Final Permits. In the event that Developer fails to meet the schedule for Commencement of the Development, then after mutual compliance with Section 4.3, either the City or Developer may terminate this Agreement by delivering written notice to the other party, and, in the event of such termination, neither the City nor Developer shall have any further obligation hereunder. However, if circumstances within the scope of Section 8.11 delay the Commencement or completion of the Development, then such delays shall not constitute grounds for any termination rights found within this Agreement. In such case,the timeline to commence or complete the relevant task shall be extended in the manner set forth at Section 8.11. Notwithstanding the above, Developer shall, at all times, comply with all other obligations set forth in this Agreement regarding the construction or improvement of the New Static Billboard on the Site. Developer shall also maintain the New Static Billboards at all times during the Term in accordance with the maintenance provisions set forth in Section 3 of the Scope of Development, attached as Exhibit`B"herein. 3.5 Changes and Amendments. Developer may determine that changes to the Development Approval are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Development Approval to effectuate such change(s). The Parties acknowledge that the City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply a standard different than that used in evaluating requests of other similarly situated developers. Accordingly, under no circumstance shall the City be obligated in any manner to approve any amendment to the Development Approval. The City Administrator or his/her designee shall be authorized to approve any non-substantive amendment to the Development Approval without processing an amendment to this Agreement. All other amendments may require the approval of the City Council. Nothing herein shall cause Developer to be in default if it upgrades the New Static Billboard pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided,however, Developer shall secure all applicable ministerial permits to do so and such upgrade is consistent with the dimensions and standards for the display, as provided under this Agreement, Land Use Regulations and Subsequent Land Use Regulations and does not involve changing the New Static Billboard into a digital billboard. 1062963.03/LA 297944-00207/6-1-17/j d/sne -8- 3.6 Reservation of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development: (a) Processing fees and charges imposed by the City to cover the estimated actual costs to the City of processing applications for Subsequent Development Approvals relating to the Development. (b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if such change materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder, Developer or Owner may terminate this Agreement upon ninety(90)days prior written notice to the City. (c) Changes to the California Building Code, California Fire Code, California Plumbing Code, California Mechanical Code, and California Electrical Code, as adopted by the City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the New Billboards. Notwithstanding the foregoing, if such change materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder,Developer or Owner may terminate this Agreement upon ninety(90) days prior written notice to the City. (d) Regulations that are not in conflict with the Development Approval or this Agreement. (e) Regulations that are in conflict with the Development Approval or this Agreement, provided Developer has given written consent to the application of such regulations to the Development. (f) Applicable federal, state, county and multi jurisdictional laws and regulations which the City is required to enforce against the Site or the Development, and that do not have an exception for existing signs or legal nonconforming uses. 3.6.2 Future Discretion of the City. This Agreement shall not prevent the City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations or Subsequent Land Use Regulations then in effect. 3.6.3 Modification or Suspension by Federal, State, County, or Multi- Jurisdictional Law. In the event that applicable federal, state, county or multi jurisdictional laws or regulations, enacted after the Effective Date of this Agreement,prevent or preclude compliance with one or more of the provisions of this Agreement, and there is no exception for the legal nonconforming use, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such federal, state, county or multi jurisdictional laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining 1062963.03/LA 297944-00207/6-1-17/j d/sne -9- provision impractical to enforce.Notwithstanding the foregoing,if such change materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City. 3.7 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by the City may possess authority to regulate aspects of the Development as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Developer and Owner acknowledge and represent that, in addition to the Land Use Regulations, Developer and Owner shall, at all times, comply with all applicable federal, state and local laws and regulations applicable to the Development and that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Development and do not have an exception for a legal nonconforming use, Developer and Owner shall not be further obligated under this Agreement except as provided in Section 4.1.Notwithstanding the foregoing, if such action by another public agency materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder, then (a) Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City, or (b) if moving the New Static Billboard to another location on the Site would reduce the impact of such public agency action, Developer or Owner (at their sole cost and expense) may relocate the New Static Billoboard to another location on the Site as reasonably determined by Developer or Owner, and the City shall reasonably cooperate with such relocation of the New Static Billboard (e.g., if Caltrans widens the 710 Freeway in such a manner that necessitates removal/relocation of the New Static Billboard, Developer or Owner can relocate the New Static Billboard on the Site), and if requested by Developer or Owner, the City shall enter into a relocation agreement with the Developer or Owner pursuant to Section 5412 of the California Outdoor Advertising Act. 3.8 Public Improvements. Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals on the requirement that Developer pay subsequently required development fees, and/or construct certain subsequently required public infrastructure ("Exactions") at such time as the City shall determine, subject to the following conditions: 3.8.1 The payment or construction must be to alleviate an impact caused by the Development or be of benefit to the Development; and 3.8.2 The timing of the Exaction should be reasonably related to the development of the Development, and said public improvements shall be phased to be commensurate with the logical progression of the development of the Development, as well as the reasonable needs of the public. 3.8.3 It is understood, however, that if there is a material increase in cost to Developer or Owner, or such action by the City otherwise materially impacts Developer or Owner or otherwise materially impacts their performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City. 3.9 Fees, Taxes and Assessments. During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or 1062963.03/LA 297944-00207/6-1-17/jd/sne -1�- assessments on all or any portion of the Development, except such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approval. However, this Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not on the New Static Billboard or Developer directly, as follows: 3.9.1 Developer shall be obligated to pay those fees, taxes or City assessments and any increases in same which exist as of the Effective Date or are included in the Development Approval; 3.9.2 Developer shall be obligated to pay any fees or taxes, and increases thereof, imposed on a City-wide basis including, but not limited to, business license fees or taxes or utility taxes; 3.9.3 Developer shall be obligated to pay all fees applicable to a permit application as charged by the City at the time such application is filed by Developer; and 3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the permit application is filed by Developer or that exists when Developer applies for any Subsequent Development Approval. 3.10 Changes. Notwithstanding anything to the contrary herein, if there is a change in such fees as compared to those fees in effect as of the Effective Date,or if any additional fees are charged and such additional or increased fees materially change Developer or Owner's costs or otherwise materially impact their performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City. 4. REVIEW FOR COMPLIANCE. 4.1 Annual Review. The City Council shall have the right to review this Agreement annually at the City's sole cost, on or before the anniversary of the commencement of the Term, to ascertain the good faith compliance by Developer with the terms of this Agreement ("Annual Review"). However, no failure on the part of the City to conduct or complete an Annual Review as provided herein shall have any impact on the validity of this Agreement or serve as a waiver of the City's right to conduct an Annual Review in a year subsequent to a year in which an Annual Review was not conducted. Developer shall cooperate with the City in the conduct of any such Annual Review and, upon written request, provide the following information and documentation to the City at least thirty (30) days before the anniversary of the commencement of the Term: (a) any updates to Developer's contact information related to complaints concerning the New Static Billboard, as required in the conditions at Exhibit"B", Section 6 herein, (b) status and amount of all payment obligations to the City required under this Agreement for the year in question and cumulatively beginning from the commencement of the Term, (c)any easement changes that could in any way materially impact the City or Developer's obligations under this Agreement, (d) any utility changes that could in any way materially impact the City or Developer's obligations under this Agreement, and (e) any maintenance issues addressed or needing to be addressed per the requirements of Exhibit"B". i 4.2 City's Rights of Physical Access. The City and its officers,employees, agents and contractors shall have the right, at their sole risk and expense and upon reasonable notice to i 1062963.03/LA 297944-00207/6-1-17/jd/sne -1 1- i i Developer, to enter the Site without interfering with any railroad or other right-of-way, and at all reasonable times with as little interference as possible,for the purpose of inspecting the New Static Billboard. Such inspection must be conducted from a lift operated by Developer, its employees, agents, or contractors, at no additional cost to Developer. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. 4.3 Procedure. Each Party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with this Agreement, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters. If, on the basis of the Parties' review of any terms of this Agreement, either Party concludes that the other Party has not complied in good faith with the terms of this Agreement, then such Party may serve a written "Notice of Non-Compliance" specifying the grounds therefor and all facts demonstrating such non-compliance. The Party receiving a Notice of Non-Compliance shall have thirty(30)days to cure or remedy the non-compliance identified in the Notice of Non-Compliance, but if such cure or remedy is not reasonably capable of being cured or remedied within such thirty (30)-day period, then the Party receiving a Notice of Non-Compliance shall commence to cure or remedy the non-compliance within such thirty (30)-day period and thereafter diligently and in good faith prosecute such cure or remedy to completion. If the Party receiving the Notice of Non- Compliance does not believe it is out of compliance and contests the Notice of Non-Compliance, it shall do so by responding in writing to said Notice of Non-Compliance within thirty (30) days after receipt of the Notice of Non-Compliance. If the response to the Notice of Non-Compliance has not been received in the office of the Party alleging the non-compliance within the prescribed time period,the Notice of Non-Compliance shall be conclusively presumed to be valid. If a Notice of Non-Compliance is contested, the Parties shall, for a period of not less than fifteen (15) days following receipt of the response, seek to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice of Non-Compliance. In the event that a cure or remedy is not timely completed,the Party alleging the non-compliance may thereupon pursue the remedies provided in Section 5; provided, however, that if the Notice of Non-Compliance is contested and the Parties are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the fifteen (15)-day period, then either Party shall have the right to seek a judicial determination of such contested matter. Neither Party hereto shall be deemed in breach if the reason for non-compliance is due to "force majeure" as defined in, and subject to the provisions of, Section 8.11. 4.4 Certificate of Agreement Compliance. If,at the conclusion of an Annual Review, Developer is found to be in compliance with this Agreement, the City shall, upon request by Developer, issue within ten (10) days of receipt of the request, a written confirmation ("Certificate")to Developer stating that, after the most recent Annual Review, and based upon the information known or made known to the City Administrator and the City Council, that (a) this Agreement remains in effect, and (b) Developer is in compliance with same. The Certificate shall be in recordable form if requested by Developer, and shall contain information necessary to communicate constructive record notice of the finding of compliance. Developer may record the jCertificate with the County Recorder. Additionally, in the event a Certificate issues or will issue, Developer may, at any time,request from the City a Certificate stating,in addition to the foregoing, which specific obligations under this Agreement have been fully satisfied with respect to the Site, and City shall respond within ten (10) days of receipt of the request. If the City fails to respond to I i 1062963.03/LA 297944-00207/6-1-17/jd/sne -12- Developer's request pursuant to this Section 4.4, Developer shall be deemed to be in compliance with this Agreement or any obligation that is the subject of Developer's request. 5. DEFAULT AND REMEDIES. 5.1 Termination of Agreement. 5.1.1 Termination of Agreement for Material Default of Developer. The City, in its discretion, may terminate this Agreement for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply in good faith with the terms of this Agreement; provided, however, the City may terminate this Agreement pursuant to this Section only after following the procedures set forth in Section 4.3. In the event of a termination by the City under this Section 5.1.1, Developer acknowledges and agrees that the City may retain all fees accrued up to the date of the termination, including the Processing Fee and any Development Fees or Alternative Fees, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable, within sixty (60) days after the date of termination that equates to the percentage of time elapsed in the year of the Term at the time of termination. 5.1.2 Termination of Agreement for Material Default of the City. Developer, in its discretion, may terminate this Agreement for any material failure of the City to perform any material duty or obligation of the City hereunder or to comply in good faith with the terms of this Agreement;provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedures set forth in Section 4.3. In addition, Developer may terminate this Agreement if,despite Developer's good faith efforts,(a)it is unable to secure the Development Approval, Final Permits and/or compliance with requirements under laws necessary to effectuate the Development, or (b) any governmental agency has concluded a taking or regulatory taking of the Site and/or the Development, or (c) it is unable to profitably operate the Development after two(2)full years from the Commencement Date. In the event of a termination by Developer under this Section 5.1.2, Developer acknowledges and agrees that the City may retain all fees, including the Processing Fee and any Development Fees or Alternative Fees, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable, within sixty (60) days after the date of termination that equates to the percentage of time elapsed in the year of the Term at the time of termination. 5.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to (a) any obligations to have been performed prior to said termination, (b) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (c) Developer's obligation to remove the New Static Billboard pursuant to Section 2.3, or (d) any continuing obligations to indemnify the other Party. 1062963.03/LA 297944-00207/6-1-17/jd/sne -13- 6. INSURANCE, INDEMNIFICATION AND WAIVERS. 6.1 Insurance. 6.1.1 Types of Insurance. (a) Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for Developer comprehensive broad form general liability insurance against claims and liabilities covered by the indemnification provisions of Section 6.2. Developer has agreed to indemnify the City to the extent of the liability insurance coverage with respect to its use, occupancy, or improvements, or for property damage,providing protection of at least One Million Dollars ($1,000,000) for bodily injury or death to any one person, at least Two Million Dollars ($2,000,000)for any one accident or occurrence, and at least One Million Dollars($1,000,000)for property damage. Developer shall also furnish or cause to be furnished to the City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same coverage required of Developer. (b) Worker's Compensation. Developer shall also furnish or cause to be furnished to the City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker's compensation insurance as required by law. (c) Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business in California with an AM Best Rating of no less than"A". All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the insurer waives the right of subrogation against the City and against the City's agents and representatives except as provided in this Section; (ii) the policies are primary and noncontributing with any insurance that may be carried by the City, but only with respect to the liabilities assumed by Developer under this Agreement; and (iii) the policies cannot be canceled or materially changed except after written notice by the insurer to the City as expeditiously as the insurance company agrees to provide such notice. Developer shall furnish the City with certificates evidencing the insurance required to be procured by the terms of this Agreement. 6.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to the City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits: (a) For insurance required above,within ten(10)business days after the Effective Date or consistent with the requirements of Exhibit"D"(Schedule of Performance),Item No. 7. (b) The City may request to see updated copies of the current certificates of all insurance policies required. The City reserves the right to obtain copies of the entire insurance policy, including endorsements. 1062963.03/LA 297944-00207/6-1-17/j d/sne -14- If Developer fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish the City with required proof that the insurance has been procured and is in force and paid for,the City, after complying with the requirements of Section 4.3,may view such failure or refusal to be a default hereunder. 6.2 Indemnification. 6.2.1 General. To the extent of its liability coverage required under Section 6.1.1(a) above, Developer shall indemnify the City and Owner, and their respective City Councilmembers, commission members, directors, officers, employees, and agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses,costs,penalties,obligations,errors, omissions,or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the work, operations, or activities of Developer, its agents, employees, subcontractors, or invitees, hereunder, upon the Site relating to the Development; provided, however, such indemnification obligation shall not be applicable to (a) the mere discovery of any pre-existing adverse physical condition at the Site,except to the extent Developer aggravates such pre-existing condition, or (ii) any Claims or Liabilities arising as a result of the gross negligent or intentional misconduct of City or Owner or their respective City Councilmembers, commission members, directors, officers, employees or agents. (a) Subject to Developer's written approval, Developer will defend any action or actions filed against the City or Owner in connection with any of said Claims or Liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including reasonable legal costs and attorneys' fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies. (b) Developer will promptly pay any final non-appealable judgment rendered against the City or Owner, or their respective City Councilmembers, commission members, directors, officers, agents, or employees for any such Claims or Liabilities arising out of or in connection with such work, operations, or activities of Developer upon the Site, and Developer agrees to save and hold the City and Owner and their respective City Councilmembers, commission members, directors, officers, agents, and employees harmless therefrom. (c) Notwithstanding anything herein to the contrary, City shall indemnify Developer and Owner, and their respective directors, officers, employees, and agents against, and will hold and save them and each of them harmless from any Claims or Liabilities that may be asserted by a City employee or agent arising out of or in connection with such City employee's or agent's entrance onto the Site (including, without limitation, for any inspection of the New Static Billboard); provided, however, such indemnification obligation shall not be applicable to any Claims or Liabilities arising as a result of the gross negligent or intentional misconduct of Developer or Owner or their respective directors, officers, employees or agents. 6.2.2 Loss and Damage. Except as set forth below, the City shall not be liable for any damage to property of Developer, Owner or of others located on the Site, nor for the loss of or damage to any property of Developer, Owner or others by theft or otherwise. Except as set forth below, the City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the 1062963.03/LA 297944-00207/6-1-17/jd/sne -1 5- Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil,subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The foregoing two (2) sentences shall not apply (i) to the extent the City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage when accessing the Site, or (ii) under the circumstances set forth in Section 6.2.1 above. 6.2.3 Period of Indemnification. The obligations for indemnity under this Section 6.2 shall begin upon the Effective Date and shall survive termination of this Agreement. 6.3 Waiver of Subrogation. Developer, Owner and the City mutually agree that neither shall make any claim against, nor seek to recover from the other or its agents, servants, or employees,for any loss or damage to Developer,Owner or the City,except as specifically provided hereunder, which include but is not limited to a Claim or Liability to the extent arising from the negligence or willful misconduct of the City, Owner or Developer, as the case may be, or their respective officers, agents, or employees who are directly responsible to the City, Owner and Developer, as the case may be. 7. MORTGAGEE PROTECTION. The Parties hereto agree that this Agreement shall not prevent or limit Developer or Owner, in any manner, at Developer or Owner's sole discretion, from encumbering the Site or any portion thereof or the Development or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. The City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and the City agrees upon request, from time to time,to meet with Developer or Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. Subject to compliance with applicable laws,the City will not unreasonably withhold its consent to any such requested interpretation or modification,provided the City determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Site shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Development or Site made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Development or Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from the City of any default by Developer in the performance of Developer's obligations under this Agreement. (c) If the City timely receives a request from a Mortgagee requesting a copy of any Notice of Non-Compliance given to Developer under the terms of this Agreement, the City shall make a good faith effort to provide a copy of that Notice of Non-Compliance to the Mortgagee within ten (10) business days of sending the Notice of Non-Compliance to Developer. The Mortgagee shall have the right,but not the obligation,to cure the non-compliance during the period 1062963.03/LA 297944-00207/6-1-17/jd/sne -1 6- that is the longer of(i) the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days. (d) Any Mortgagee who comes into possession of the Development or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Development or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary,no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer's obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by the City,the performance thereof shall continue to be a condition precedent to the City's performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Development or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Development or the Site or such part thereof so acquired by the Mortgagee. 8. MISCELLANEOUS PROVISIONS. 8.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government Code Section 65868.5. Amendments approved by the Parties, and any cancellation, shall be similarly recorded. The provisions of this Agreement to the extent permitted by law shall constitute covenants which shall run with the Land, and the benefits of this Development Agreement shall bind and inure to the benefit of the parties and all successors in interest to the parties hereto. 8.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties with respect to the subject matter set forth herein, and there are no oral or written representations,understandings or ancillary covenants,undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 8.3 Severability. If any term,provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable. 8.4 Assignment. Developer and/or Owner shall have the sole and absolute right to assign any of its rights, title and interest, and delegate any of its duties and obligations, under this Agreement. In the event of any such assignment or delegation, Developer and/or Owner shall provide written notice to the City within ten (10) days of execution of such assignment or delegation. 8.5 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws principles. This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the 1062963.03/LA 297944-00207/6-1-17/j d/sne -17- parties hereto. The rule of construction,to the effect that ambiguities are to be resolved against the drafting Party or in favor of the non-drafting Party, shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural and vice versa. 8.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.9 Waiver. Failure of a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party,shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the Parties and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 8.11 Force Majeure. Notwithstanding any provision to the contrary herein, neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations (other than obligations to make payments when due) under this Agreement is caused by an event or circumstance that could not reasonably have been foreseen or avoided, mitigated or remedied, and is beyond the Party's reasonable control. Examples of Force Majeure include: acts of God, earthquakes, fires, rains, winds, wars, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), government actions and regulations (other than those of the City), and court actions (such as restraining orders or injunctions). Force Majeure shall not include general economic or other conditions affecting financial markets generally. If any such events shall occur during the term of this Agreement, the Party claiming Force Majeure (the "Nonperforming Party") shall promptly notify the other Party (the "Performing Party") of occurrence of that Force Majeure Event, its effect on performance, and how long that Party expects it to last. Thereafter, the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure event, the Nonperforming Party shall use reasonable efforts to limit damages to the Performing Party and to resume its performance under this Agreement. the time for performance shall be extended for the duration of each such event or circumstance, provided that the Term of this Agreement shall not be extended under any circumstances for more than five (5) years beyond the date it would have otherwise expired, and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to the City and the City shall return to Developer any portion of the Development Fees or Alternative Fees, as applicable, paid for any period after the effective date of such termination. 1062963.03/LA 297 944-00207/6-1-17/j d/sne -18- 8.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 8.13 Counterparts and Originals. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. There shall be two (2) fully signed copies of this Agreement, each of which shall be deemed an original. 8.14 Litigation. Any action at law or in equity arising under this Agreement or brought by any Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on the City shall be made in accordance with California law. Service of process on Developer or Owner shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any action between the City, Owner or Developer seeking enforcement of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. 8.15 Covenant Not To Sue. The Parties to this Agreement, and each of them,agree that this Agreement and each term hereof is legal, valid, binding, and enforceable. The Parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other Party to this Agreement, in law or in equity, which is based on an allegation, or assert in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable. 8.16 Development as a Private Undertaking. It is specifically understood and agreed by and between the Parties that the Development is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership,joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and Developer is that of a government entity regulating the development of private property, on the one hand, and the holder of a legal or equitable interest in such private property on the other hand. The City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private development into a "public work" development, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer's private development into a public work project, it being understood that this Agreement is entered into by the City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement, which are incorporated into this Agreement and made a part hereof, and that the City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement. 8.17 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 1062963 03/LA 297944-00207/6-1-17/jd/sne -1 9- I Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 8.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by the City of its power of eminent domain or Developer or Owner's rights to seek and collect just compensation or any other remedy available to them. 8.19 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of the Parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of development agreements,as well as with VMC section 26.6.8-7. The Parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor,non-material modifications may be approved on behalf of the City by the City Administrator upon reasonable approval by the City Attorney and without approval by the City Council 8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each of the Parties hereto represent and warrant that(i)such Party,if not an individual,is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such Party is bound. 8.21 Notices. All notices under this Agreement shall be effective when delivered by (a) United States Postal Service mail, registered or certified,postage prepaid return receipt requested, or(b)a generally recognized overnight carrier regularly providing proof of delivery,and addressed to the respective Parties as set forth below, or to such other address as either Party may from time to time designate in writing by providing notice to the other party: If to the City: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attn: Carlos Fandino, City Administrator If to Developer: Magellan Atlantic 1, LLC 1800 Ave of the Stars, #105 Los Angeles, CA 90067 Attn: Martin Slusser If to Owner: Magellan Atlantic 1, LLC 1800 Ave of the Stars, #105 Los Angeles, CA 90067 Attn: Martin Slusser 1062963.03/LA 297944-00207/6-1-17/jd/sne -20- 8.22 Nonliability of Individuals. No officer, official, member, employee, agent, or representatives of the City, Owner or Developer shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative. 8.23 No Brokers. The City and Developer each represent and warrant to the other that it has not employed any broker and/or finder to represent its interest in this transaction. Each Party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys' fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder's fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder's fee. 8.24 No Conflict. Owner and Developer hereby represent, warrant and certify that no member, officer or employee of either is a director, officer or employee of the City, or a member of any of the City's boards, commissions or committees, except to the extent permitted by law. 8.25 Equal Employment Opportunity. Owner and Developer hereby certify and represent that, during the Term of this Agreement,they and any other parties with whom they may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Owner and Developer further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E" attached hereto and incorporated herein by reference. 1062963.03/LA 297944-00207/6-1-17/jd/sne -2 1- IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first set forth above. CITY: CITY OF VERNON, a California charter City and California municipal corporation By: Melissa Ybarra, Mayor ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney [Signatures Continue on Following Page] i I i i I, 1062963.03/LA 297944-00207/6-1-17/j d/sne -22- i i i i MAGELLAN: MAGELLAN ATLANTIC I, LLC, a Delaware limited liability company By: GAVI ATLANTIC MEMBER, LLC, a Delaware limited liability company, its Co-managing member By: PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited liability company, authorized signatory By: By: By: MAGELLAN ATLANTIC PARTNERS 1, LLC, a limited liability company, its managing member By: MAGELLAN INDUSTRIAL FUND 1, LP, a Delaware limited partnership, its member By: MAGELLAN PARTNERS, LLC a Delaware limited liability company, its general partner By: Kevin Staley Its: member By: Martin Slusser Its: member [end of signatures] 1062963.03/LA 297944-00207/6-1-17/j d/sne -23- 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 LOS ANGELES ) On , 201_, 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(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. Notary Public [SEAL] 1062963.03/LA 297944-00207/6-1-17/jd/sne -24 i EXHIBIT "A" LEGAL DESCRIPTION OF SITE i i i i 1062963.03/1,0 -25- 297944-00207/5-31-Mid/sne i i PARCEL 1: THAT PORTION OF LOT 110 OF RANCHO LAGUNA(SO CALLED) IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS SHOWN ON MAP FILED AS EXHIBIT"A" IN CASE NO. B 25296 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY,AND THAT PORTION OF THE RANCHO SAN ANTONIO,AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE 389 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE SOUTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS HAVING A LENGTH OF 556.40 FEET AND A BEARING OF NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST IN PARCEL 1 OF DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE 311, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID COURSE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST,A DISTANCE OF 538.02 FEET TO A POINT ON A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 450 FEET: THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 53 DEGREES 11 MINUTES 11 SECONDS EAST,ALONG SAID CURVE THROUGH AN ANGLE OF 10 DEGREES 31 MINUTES 39 SECONDS,AN ARC DISTANCE OF 82.68 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 5.00 FEET SOUTHEASTERLY. MEASURED AT RIGHT ANGLES FROM THE SOUTHEASTERLY LINE OF ATLANTIC BOULEVARD; THENCE TANGENT NORTH 63 DEGREES 42 MINUTES 50 SECONDS EAST,ALONG SAID PARALLEL LINE, A DISTANCE OF 274.58 FEET: THENCE NORTH 73 DEGREES 05 MINUTES 20 SECONDS EAST, A DISTANCE OF 85.84 FEET: THENCE NORTH 73 DEGREES 48 MINUTES 34 SECONDS EAST, A DISTANCE OF 115.58 FEET; THENCE NORTH 85 DEGREES 07 MINUTES 44 SECONDS EAST, A DISTANCE OF 196.25 FEET:THENCE EASTERLY AND SOUTHERLY ALONG A TANGENT CURVE CONCAVE SOUTHERLY AND WESTERLY AND HAVING A RADIUS OF 149.50 FEET THROUGH AN ANGLE OF 77 DEGREES 42 MINUTES 51 SECONDS AN ARC DISTANCE OF 202.78 FEET; THENCE TANGENT SOUTH 17 DEGREES 09 MINUTES 25 SECONDS EAST,A DISTANCE OF 174.28 FEET TO A POINT ON A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 698.86 FEET; THENCE SOUTHWESTERLY FROM A TANGENT THAT BEARS SOUTH 53 DEGREES 52 MINUTES 46 SECONDS WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 7 DEGREES 57 MINUTES 22 SECONDS AN ARC DISTANCE OF 97.04 FEET TO THE MOST NORTHERLY CORNER OF THAT STRIP OF LAND DESCRIBED AS PARCEL 7 IN DEED TO THE CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS; THENCE TANGENT SOUTH 45 DEGREES 55 MINUTES 24 SECONDS WEST,ALONG THE NORTHWESTERLY LINE OF SAID STRIP OF LAND SO DESCRIBED AS PARCEL 7, A DISTANCE OF 128.36 FEET: THENCE STILL ON SAID LAST MENTIONED NORTHWESTERLY LINE,SOUTHWESTERLY ALONG THE ARC OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 455.34 FEET THROUGH AN ANGLE OF 42 DEGREES 57 MINUTES 44 SECONDS, AN ARC DISTANCE OF 341.43 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL RECORDS. EXCEPT THEREFROM ALL SUBSURFACE RIGHTS,TITLE AND INTEREST IN AND TO ALL SUBSURFACE MINERAL RIGHTS EXISTING IN AND UNDER SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF SAID LAND FOR THE DEVELOPMENT, EXTRACTION AND REMOVAL OF MINERALS THEREUNDER, OR FOR ANY OTHER PURPOSE OR PURPOSES,AS DEED TO CHANSLOR-CANFIELD MIDWAY OIL COMPANY. BY DEED RECORDED IN BOOK 23513 PAGE 240,OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 109, 110 AND 115 OF RANCHO LAGUNA(SO CALLED) IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS SHOWN ON MAP FILED AS EXHIBIT"A" IN CASE NO. B 25296 OF SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY, AND THAT PORTION OF THE RANCHO SAN ANTONIO,AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE 389 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN CURVE DESCRIBED AS HAVING A RADIUS OF 6577.22 FEET AND AN ARC LENGTH OF 2244.08 FEET IN PARCEL 2 OF DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE 311, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,SAID CURVE BEING ON THE NORTHEASTERLY LINE i OF THE 100 FOOT STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES, DEPARTMENT OF WATER AND POWER, BY DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS; THENCE TANGENT TO SAID CURVE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 621.63 FEET TO A POINT ON A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 468.34 FEET; THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 16 DEGREES 19 MINUTES 07 SECONDS WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 73 DEGREES 37 MINUTES 57 SECONDS, AN ARC DISTANCE OF 601.88 FEET; THENCE SOUTH 21 DEGREES 52 MINUTES 38 SECONDS EAST,A DISTANCE OF 268.32 FEET; THENCE SOUTH 27 DEGREES 05 MINUTES 17 SECONDS EAST, A DISTANCE OF 506.74 FEET; THENCE SOUTH 29 DEGREES 50 MINUTES 54 SECONDS EAST,A DISTANCE OF 210.27 FEET; THENCE SOUTH 35 DEGREES 45 MINUTES 42 SECONDS EAST, 269.32 FEET TO A POINT ON SAID NORTHEASTERLY LINE CURVED, HEREINABOVE DESCRIBED AS HAVING A RADIUS OF 6577.22 FEET; DISTANT THEREON 355.22 FEET SOUTHEASTERLY FROM SAID POINT OF BEGINNING; i i a I i THENCE NORTHWESTERLY ALONG SAID CURVE LINE THROUGH AN ANGLE OF 3 DEGREES 05 MINUTES 40 SECONDS, AN ARC DISTANCE OF 355.22 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM ALL MINERALS, PETROLEUM, GASES AND OTHER HYDROCARBON SUBSTANCES EXISTING IN AND UNDER SAID LAND WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF SAID LAND FOR THE EXTRACTION AND REMOVAL OF SUCH SUBSTANCES OR FOR ANY OTHER PURPOSE OR PURPOSES, AS RESERVED IN DEED FROM CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED ON JULY 18, 1944 IN BOOK 21013 PAGE 131, OFFICIAL RECORDS. PARCEL 3: THAT CERTAIN PORTION OF LOT 110 OF SAID RANCHO LAGUNA AND ALSO A PORTION OF SAID RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES,STATE OF CALIFORNIA, BEING A PARCEL OF LAND, 60 FEET IN WIDTH, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN RAILROAD RIGHT OF WAY DESCRIBED AS PARCEL 7 IN DEED RECORDED IN BOOK 19128 PAGE 133,OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE FROM SAID POINT OF BEGINNING, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG THE NORTHEASTERLY LINE AND ITS NORTHWESTERLY PROLONGATION OF THE 100 FOOT WIDE RIGHT OF WAY OF THE CITY OF LOS ANGELES,AS DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS,471.47 FEET, MORE OR LESS,TO THE SOUTHEASTERLY LINE OF ATLANTIC BOULEVARD, AS DESCRIBED IN DEED RECORDED IN BOOK 864 PAGE 317, OFFICIAL RECORDS: THENCE NORTHEASTERLY ALONG SAID STREET LINE TO THE MOST WESTERLY CORNER OF THAT CERTAIN PROPERTY DESCRIBED IN DEED TO THE UNITED STATES OF AMERICA, RECORDED IN BOOK 20047 PAGE 238, OFFICIAL RECORDS; THENCE ALONG THE SOUTHWESTERLY LINE OF LAST SAID PROPERTY,SOUTH 54 DEGREES 28 MINUTES 35 SECONDS EAST.TO A POINT IN THE NORTHERLY LINE OF SAID RAILROAD RIGHT OF WAY; THENCE WESTERLY ALONG LAST SAID LINE TO THE POINT OF BEGINNING. EXCEPT THREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL RECORDS. EXCEPT ALL OIL,GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH, AS RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS. PARCEL 4: THAT CERTAIN TRIANGULAR SHAPED PARCEL OF LAND IN SAID RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED SOUTHWESTERLY BY THE NORTHEASTERLY LINE OF THE 100 FOOT WIDE RIGHT OF WAY OF THE CITY OF LOS ANGELES,AS DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS, BOUNDED EASTERLY BY THE WESTERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY, 33 FEET IN WIDTH, DESCRIBED IN DEED RECORDED IN BOOK 8118 PAGE 72, OFFICIAL RECORDS,AND BOUNDED NORTHERLY BY THE SOUTHERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY GENERALLY 33 FEET IN WIDTH, DESCRIBED AS PARCEL 7, IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS. EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH,AS RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS. EXHIBIT B SCOPE OF DEVELOPMENT Developer and the City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following: 1. The Development. Developer shall install the New Static Billboard in accordance with the terns of this Agreement. The New Static Billboard consists of one (1) single sided 14 x 48 foot static display which is oriented toward the 710 Freeway, as depicted in Exhibit "C". If and when Developer elects to improve the Site with one or more pennanent sturctures, during such development Developer shall underground all utilities necessary for the New Static Billboard. The Site shall be maintained in accordance with the conditions at Paragraph 3 below. 2. Building Fees. Developer shall pay all applicable City building fees, as described at Section 2.4 of the Agreement, at the time that a building pen-nit is issued for the installation of the New Static Billboard on the Site. 3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following: (a) Maintenance and repair of the New Static Billboard (where authorized pursuant to the Agreement, and including but not limited to, all related on-site improvements and, if applicable, easements and rights-of-way, at its sole cost and expense), including, without limitation,landscaping,poles, lighting, signs and walls(as they relate to the Development)in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws,rules, ordinances and regulations of all federal,state, and local bodies and agencies having jurisdiction over the Site, unless those federal, state, and local bodies have an exception for a legal nonconforming use. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Development; (ii) the care and replacement of all shrubbery, plantings, and other landscaping or the painted backing in a healthy condition if damaged by the Development; (iii)the ongoing maintenance by Developer of any access road to the New Static Billboard if damaged by the Development and to minimize dust caused by the Development; and(iv) the repair, replacement and repainting of the New Static Billboard's structures and displays as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the New Static Billboard and surrounding portion of the Site in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the Development such as to be detrimental to the public health, safety or general welfare, or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of the Site. (c) Developer shall reasonably coordinate with Owner or any neighboring property owners who share utilities or access roads to their separate respective billboards. The City may designate alternative access for planning purposes so long as such alternative access allows Developer to access the New Static Billboard and related utilities. 1062963.03/LA 297944-00207/5-31-17/jd/sne -2 6- 4. Other Rights of the City. In the event of any violation or threatened violation of any of the provisions of this Exhibit"B", then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of the Agreement, the City shall have the right, after complying with Section 4.3 of the Agreement, (i) to enforce the provisions hereof by undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Development or any part thereof or interests therein as to the violating Party or one threatening violation. 5. No City Liability_. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of the Agreement. The failure of the City to enforce the Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to Developer, its successors, transferees or assigns, for any default or breach by the City under the Agreement. 6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Static Billboard and, where stated, landscaping adjacent to the New Static Billboard, which billboard and landscaping or painted backing adjacent to the billboard, respectively, shall conform to all applicable provisions of the Development Approval and the following conditions, in a manner subject to the approval of the Director of Public Works or his or her designee: (a) A building per-init(s) will be required, and structural calculations shall be prepared by a licensed civil engineer and approved by the Director of Public Works or his or her designee. (b) The New Static Billboard shall be located in the portion of the Site shown on Exhibit "C", and shall be of the dimensions described in Section 1, above. (c) The New Static Billboard pole(s) shall have a column cover as depicted in the Site Plan and Elevations within Exhibit"C". In addition, the poles of the New Static Billboard will bear the name and/or logo of the City in a reasonable size and location on the pole(s). The Developer and the City shall work cooperatively with respect to the reasonable design on the poles with the City to have ultimate approval authority. (d) Plans and specifications for the proposed installation of the New Static Billboard shall be submitted to the City for plan check and approval prior to the issuance of building permits. Plans and specifications for the proposed installation of the undergrounding of all utilities shall be submitted to the City for plan check and approval prior to the issuance of electrical permits. (e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City. 1062963.03/1.A _� 297944-00207/5-31-17Jd/sne (f) Developer shall maintain the New Static Billboard and use thereof in Full compliance with all applicable codes, standards, policies and regulations imposed by the City, county, state or federal agencies by any duly and valid City, county or state ordinance with jurisdiction over the facilities, unless the Development is exempted as a legal nonconfonning use. (g) Developer shall, at all times, comply with the approval for the New Static Billboard from the California Department of Transportation Outdoor Advertising Division, and shall maintain acceptable clearance between proposed billboards and Southern California Edison distribution lines. (h) Developer shall pay any and all applicable fees due to any public agency prior to the final issuance of the applicable building or electrical permits. (i) The activities proposed in the Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way. (j) Developer shall ensure that all access to the New Static Billboard is kept restricted to the general public to the extent pennitted under local laws and by the Development Approval. (k) If any portion of the painted backing installed adjacent to the New Static Billboard is damaged by the Development or becomes damaged, as determined by the City's Director of Public Works or his or her designee, Developer shall repair, or cause to be repaired, such damage within thirty (30) days of written notification by the City, unless such time is extended by the City's Director of Public Works or his or her designee if Developer shows unusual circumstances requiring more time to accomplish such repair. (1) Developer shall coordinate its work with the requirements of the City's Gas & Electric Department to achieve the undergrounding of all utilities, as applicable. (m) Developer shall comply with all necessary federal National Pollutant Discharge Elimination System ("NPDES") requirements pertaining to the proposed use, to the extent applicable. (n) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the Development. (o) Prior to final sign off of the building permit for the New Static Billboard, the applicable landscaping or painted backing shall be installed at the Site. (p) Developer shall comply with State law regarding the limitation of light or glare or such other standards as adopted by the Outdoor Advertising Association of America, Inc. ("OAAA"), including but not limited to, the 0.3 foot-candles limitation over ambient light levels and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City's Director of Public Works or his or her designee with a designated Developer employee's phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City's Director of Public Works or 1062963.03/LA 297944-00207/5-31-17/jd/sne -2 8- his or her designee, Developer shall dim the display to meet these guidelines and further perform a brightness measurement of the display using OAAA standards and provide the City with the results of same within ten (10) business days of the City's complaint. 1062963.03/LA 297944-002 07/5-3 1-1 7/jd/S ne -2 9- EXHIBIT C SITE PLAN AND BILLBOARD ELEVATIONS 1062963.03/LA _3�_ 297944-00207/5-31-17/jd/sue ----- � 1a' 1 rn I 42' so' 14'_ X' I G to14' O X �O W Q N CO Z O N. CO I 7 N CD a O CCZ 07 C) rp @ (n W C7 D h X• N I C�1 v Q N CD I �m SD W co p n ➢� I z �_, r✓ � I mm J N 00 CO C77 I m n N f1 n J I 3 N = m C^jJ O O� O m --7= c n z$ II❑II I 11 O 37 0u ° you I t7A (D (D )>00 o - z W O N @ o� 00 @ O �1 CD ��mz WJ � Cl) � r0-"• . uzi CD (D rm�rn 14' m QO II ydci;r m� % p hp rt. n o�cz-1 O z3 5 cz D � II - m c - _ \ - f T Np -- GJ @ @ O s Q N MR CD O 3 O CJl ➢� I o 23 o 36 -1 76 to �rn ID rn C7 ,�- _ L 1 CD CD N n m m CD to a !�✓{��Tt 1)jy " /0, t a'r oz� �czirl gomm_FF CD J rn o 1 Nzyy �nZFn h AQS8 Q O cn 2D��y� FDA➢ h �' II 1 -! y opn' / ➢ -n v 9`g:S, C, Wmoz �yF m: z m � 1 ID ID � Q @12 m / >c m m 1 Z C may„ n�iant tuwlaU>nv�s�tlwe.nyaw o4 Z O "'r �'1 Op CSD '' [•{� q m 2 `Kl � •• � � �F o fn ID j t Ct, v / CD CD 0 Q 1 0 � v 4 1 mPO O R f 00 9 r At 0 i W t . � ~ , m&• 3 - ��. z :`o� . 0 ■ � z OA LLI . . \ � | � ® . � � - � e� r i. 'r w r r � � r > ; ' 3 GJW.P . . � f � ! L \ > J �$ � \� � - � � � 4 . � � a) c� , n- N c c� 7 0)U c� �J . h z a N FEE* PENO N -i a-J - I � • • i 5 i iF if fir T 1 N M r 1► i N _ �L a N O � C �_ O 'ram^ - N M i Zip .I u { � 1 1 M a� c c� 0- a) c c� N O)U cz Fi 5 � JL f. 1.+- _ r Q � � Q N M a--+ EXHIBIT D SCHEDULE OF PERFORMANCE ITEM OF PERFORMANCE TIME FOR REFERENCE PERFORMANCE 1. [INTENTIONALLY LEFT BLANK] 2. Effective Date of this Agreement. 30 days following City 1.1.16 Council's second reading and adoption of ordinance approving Agreement 3. Developer prepares and submits to Within 120 days of City 3.4 City working drawings Council's second reading and specifications and engineering, the adoption of ordinance approving City commences approval process. Agreement 4. City to approve all construction and Within 30 days of City's receipt engineering drawings and of Developer's construction specifications with a plan check drawings and specifications approval, and issue a building addressing all of City's permit and an electrical permit. comments. City agrees to any necessary building or electrical permits needed for Developer to acquire the Caltrans approvals. Developer agrees not to commence i construction until it receives the applicable Caltrans approvals. i s 5. Developer to provide copy of Prior to commencing any 3.3, 3.4 Caltrans approval to City. inspections and work on the Development. 1062963.03l1,A 297944-00207/5-31-17/jd/sne -3 1- ITEM OF PERFORMANCE TIME FOR REFERENCE PERFORMANCE 6. Developer to submit proof of Prior to commencing any 6.1.2 insurance to City. inspections and work on the Development 7. Developer obtains unfinalled Prior to commencing work on 2.6.1 versions of the Final Permits and the Development provides notice to City of same. 8. Developer pays City first March 31 after Commencement 2.6.1 and 2.6.2 installment of Development Fee or Date Alternative Fee, if applicable, if Developer receives Final Permits 9. Developer pays City second March 31, two years after 2.6 installment and subsequent annual Commencement Date, and installments of the Development continuing throughout the Term. Fee if Developer receives Final Each payment occurring by Permits. March 31 of the year following the payment year of operation during the Term 10. Developer pays the Alternative Fee Within 90 days of the end of 2.7 if in excess of the Development each calendar year of the Term Fee. It is understood that this Schedule of Performance is subject to all of the teens and conditions of the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the Agreement shall govern. i The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Developer and the City. Notwithstanding any extension of the Term in the manner described herein, and subject to the provisions of Section 3.5 of the Agreement, the City Administrator shall have the 1062963.03/LA -3 2- 29 7944-00207/5-3 1-1 7/jd/sne I I I authority to approve extensions of time set forth in this Schedule of Performance without action of the City Council, not to exceed a cumulative total of 180 clays. i i i 1 i i I i I I I I I i i 1062963.03/LA 297944-00207/5-31-1 7iidus„e -3 3- i EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Developer and Owner certify and represent that, during the performance of this Agreement, Developer and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Developer and Owner further certify that they will not maintain any segregated facilities. B. Developer and Owner agree that they shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Developer or Owner, state that they are `Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Developer and Owner agree that they shall, if requested to do so by the City, certify that they have not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Developer and Owner agree to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. I 1 I i i i 1062963.03/LA 297944-00207/5-3 1-17/jd/sne -3 4- I i i �� '� ,\ i 1 [Exempt From Recording Fee Per Gov. Code §6103] DIGITAL BILLBOARD DEVELOPMENT AGREEMENT This Digital Billboard Development Agreement (hereinafter "Digital Billboard Agreement" or "Agreement") is entered into this day of , 2017 (hereinafter the "Effective Date"), by and between the City of Vernon, a California chartered City and municipal corporation of the State of California(hereinafter"City"), and Magellan Atlantic I, LLC, a California limited liability company (hereinafter "Magellan"). RECITALS A. California Government Code Sections 65864 et seq. (the"Development Agreement Law") authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development. B. Owner(as defined in Section 1.1.21 below)has an ownership interest in that certain portion of real property, located adjacent to, and on the western side of, the south-bound lanes of the 710 Freeway, commonly known as 3030 S. Atlantic Blvd. in the City of Vernon, Assessor Parcel Number 6314-033-002, as more specifically described in Exhibit "A" and depicted at Exhibit "C", attached hereto and incorporated herein, upon which the Development (as defined below) is located (the "Site"). C. Developer (as defined in Section 1.1.11 below) seeks to install two (2) new single- sided 14 x 48 foot digital displays placed in a "V" formation (together, the "New Digital Billboards") and one single sided 14 x 48 foot static display(the "New Static Billboard")which is oriented toward the 710 Freeway, as depicted in Exhibit "C" (collectively the New Digital Billboards and New Static Billboard are referred to as the "New Billboards"). In addition, Developer intends to remove, at its sole cost and expense, one existing static display on the Site (the "Defunct Billboard"). D. Given the different terms and conditions of the New Billboards, the Parties have agreed to execute two separate and independent agreements for each of (i) the New Digital Billboards and (ii) the New Static Billboard. The agreement for the New Static Billboard shall be referred to herein as the "Static Billboard Agreement," and together with this Digital Billboard Agreement, the "Agreements." E. Owner has consented to Developer's application for this Agreement, and Developer, as the owner of a leasehold, license or easement interest in the Development, has a legal and/or equitable interest in a portion of the Site and thus qualifies to enter into this Agreement in accordance with the Development Agreement Law. F. In exchange for the City approvals sought by Developer for the New Digital Billboards as provided herein, Developer is agreeable to, among other things, paying to the City an annual Development Fee or Alternative Fee for the New Digital Billboards, whichever is 1030199.07/LA 297944-00207/6-1-17/tbrn/sne greater, as defined and provided in Sections 2.6.1 and 2.6.2 below, for the cost to the City to mitigate the impact of the installation of the New Digital Billboards. G. The Site is located within the City's Industrial Zone, and,pursuant to section 26.9.2 of the Vernon Municipal Code("VMC"),may be developed by installing,constructing,modifying, or replacing the New Digital Billboards, subject to, among other things, City Council approval of this Agreement. H. Developer and the City agree that a development agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein. 1. The City Council finds that this Agreement is in the best public interest of the City and its residents, adopting this Agreement constitutes a present exercise of the City's police power, and this Agreement is consistent with the City's General Plan and with the VMC in all respects. Further, the City Council has found that approval of this Agreement and the Development itself are categorically exempt from review under the California Environmental Quality Act("CEQA") under CEQA Guidelines section 15302, because the Development contemplates only replacement or reconstruction of existing structures or facilities on the same site having substantially the same size,purpose and capacity. This Agreement and the proposed Development will achieve a number of City objectives, including utilizing the Site for a revenue-generating use. J. The purpose of this Agreement is to set forth the rules and regulations applicable to the Development, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit "B"), which sets forth a description of the Development and the Schedule of Performance (Exhibit"D"). COVENANTS NOW, THEREFORE, in consideration of the above preamble and recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer and Owner agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized, when used in the Agreement. In addition to the terms defined in the Recitals above, the defined terms include the following: 1.1.1 "Agreement"means this Digital Billboard Development Agreement and all attachments and exhibits hereto. 1.1.2 "Alternative Fee" shall have the meaning set forth at Section 2.6.2. 1.1.3 "Amendment" shall have the meaning set forth at Section 2.3. 1.1.4 "Caltrans"means the California Department of Transportation. 1030199.07/LA 297944-00207/6-1-17/tbm/sne -2- 1.1.5 "CEQA" means the California Environmental Quality Act (Public Resources Code Section 21000 et seq.), as it may be amended from time to time. 1.1.6 "Chamber" means the Vernon Chamber of Commerce. 1.1.7 "City"means the City of Vernon, a California chartered City and municipal corporation. 1.1.8 "City Council" means the City Council of the City. 1.1.9 "Commencement Date" shall have the meaning set forth at Section 2.6.1. 1.1.10 "County Recorder" means the Los Angeles County Registrar-Recorder / County Clerk. 1.1.11 "Developer" means any party holding the exclusive leasehold, license or easement interest in the Development. If there is no party holding an exclusive leasehold, license or easement interest in the Development,the Developer shall be the Owner. The current Developer is Magellan, and its successors and assigns. 1.1.12 "Development" means the design and installation of the New Digital Billboards on the Site, and removal or relocation of the Defunct Billboard (as defined in Exhibit B). 1.1.13 "Development Approval" means approval of this Agreement and all necessary variances or code amendments related thereto, collectively, by any and all applicable governmental agencies, including the City, and as applicable, Caltrans. 1.1.14 "Development Fee" shall have the meaning set forth at Section 2.5. 1.1.15 "Director of Public Works"shall mean the City's Director of Public Works, Water& Development Services. 1.1.16 "Effective Date" means the date inserted into the preamble of this j Agreement, which is thirty (30) days following Development Approval #3. i 1.1.17 "Final Permits"means any and all required permits to maintain and operate the New Digital Billboards as contemplated in Section 3.3 (including, without limitation, all utilities required by the New Digital Billboards), which such permits have been "finaled" by the applicable inspectors. 1.1.18 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of the City, including, but not limited to, the City's General Plan and VMC, including, but not limited to, the Zoning Code [VMC, Ch. 26], which govern development and use of the Site, including, without limitation, the permitted use of the Site, the j density or intensity of use, subdivision requirements, the maximum height and size of the New Billboards and the design, improvement and construction standards and specifications applicable to the Development or the Site which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. Land Use Regulations shall also include the 1030199.07/LA 297944-00207/6-1-17/tbm/sne -3- i i federal National Pollutant Discharge Elimination System ("NPDES") regulations and approvals from the California Department of Transportation Outdoor Advertising Division, to the extent applicable. 1.1.19 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security device, a lender or each of their respective successors and assigns. 1.1.20 "Operator" means the person or entity who operates the New Digital Billboards, contracts directly with advertisers, and collects revenues directly from advertisers. The Owner or Developer may be the Operator. 1.1.21 "Owner" means the party holding the fee interest in the Site. The current Owner is Magellan, and its successors and assigns. 1.1.22 "Party" means Owner, Developer or City. 1.1.23 "Parties"means, collectively, Owner, Developer and City. 1.1.24 "Site" shall have the meaning provided in Recital B. 1.1.25 "Schedule of Performance" means the Schedule of Performance attached hereto as Exhibit"D" and incorporated herein. 1.1.26 "Scope of Development" means the Scope of Development attached hereto as Exhibit"B" and incorporated herein. 1.1.27 "Subsequent Land Use Regulations" means any Land Use Regulations effective after the Effective Date of this Agreement(whether adopted prior to or after the Effective Date of this Agreement) which govern development and use of the Site. 1.1.28 "Subsequent Development Approvals" means any approval sought by Developer in connection with future changes desired to be made by Developer to the Development following its initial completion. 1.1.29 "Term" shall have the meaning provided in Section 2.3, unless earlier terminated as provided in this Agreement. 1.1.30 "VMC" shall mean the Vernon Municipal Code, as such shall be amended from time to time. �f i 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit "A" (Legal Description of Site), Exhibit "B" (Scope of Development), Exhibit "C" (Site Plan and Elevations), Exhibit "D" (Schedule of Performance), and Exhibit"E" (City's Equal Employment Opportunity Practice Provisions). i 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Development, including actions by the City on 1030199.07/LA 297944-00207/6-1-17/tbm/sne -4- {I f applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed: (i)to bind or restrict Developer with respect to its ownership or operation of the Development, except as expressly set forth in this Agreement, or (ii) to impose any obligation whatsoever on Owner with respect to the Development, except as expressly set forth in this Agreement. 2.2 Interest in Site. The City and Developer acknowledge and agree that Developer has a legal and/or equitable interest in the Site, and thus is qualified to enter into and be a party to this Agreement under the Development Agreement Law. 2.3 Term of Agreement and Renewal. Unless terminated earlier as provided in this Agreement,this Agreement shall continue in full force and effect from the Effective Date until the earlier of. (i)thirty(30)years from the Effective Date; or(ii)when the New Digital Billboards are permanently removed (other than removal for repair or replacement) (the "Term"). At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If the former, the Parties shall execute a written amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date of the Amendment. If this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 5 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Developer and the City shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 8.1 below. If no Amendment is agreed to following termination of the Agreement (but by no later than the recording of the written cancellation of the Agreement), then Developer must remove the New Digital Billboards at Developer's sole cost and expense. 2.4 Processing Fee. Upon submission of its application for the approvals granted by this Agreement, Developer has paid to the City a processing fee ("Processing Fee") in the amount of Five Thousand Dollars ($5,000) for the New Digital Billboards. The City shall retain and use the Processing Fee, or any part thereof, for any public purpose within the City's discretion. The Processing Fee shall be separate from all fees which are standard and uniformly applied to similar projects in the City, including, but not limited to, business license fees (due by Developer to the City annually), one-time plan check fees and building permit fees, and any other fees imposed by Los Angeles County, as may be applicable. I 2.5 Development Fee. The potential impacts of the Development on the City and surrounding community are difficult to identify and calculate. Developer and the City agree that an annual development fee paid by Developer to the City would adequately mitigate all such potential impacts. The Parties therefore agree that Developer shall pay an annual development fee to the City, subject to the obligation to pay the Alternative Fee per Section 2.6.2 below. The development fee shall be Forty Thousand Dollars ($40,000)per calendar year of the Term for each face of the two (2) New Digital Billboards i.e., $80,000 per year total for the New Digital Billboards) (the "Development Fee"). The Development Fee shall be increased every three (3) years (each, an "Adjustment Period") in proportion to the adjustment over the same time to the U.S. all items Consumer Price Index for All Urban Consumers (CPI-U) for the Los Angeles- Orange-Riverside area, base period 1982-1984, based upon the most recent month of publicly 1030199.07/LA 297944-00207/6-1-17/tbm/sne -5- I i available CPI data available as of January 31 of the year of such increase;provided, however,that any CPI Increase shall not exceed six percent(6%) of the Development Fee per Adjustment Period (each, a"CPI Increase"). For the avoidance of doubt, should the Parties inadvertently fail to apply a CPI Increase at the end of any given Adjustment Period, such shall not be deemed a waiver of that particular CPI Increase, but rather, shall be added to any subsequent CPI Increase(s). Notwithstanding the foregoing, if any one or more digital faces of the New Digital Billboards is permanently reduced, removed (other than removal for repair or replacement) or destroyed (in its entirety), Developer shall not be required to pay that portion of the Development Fee attributable to such face. Instead, Developer shall pay the Development Fee for each face of the New Digital Billboards-turned-static as prescribed under the Static Billboard Agreement and prorated from the date the digital face(s) is/are permanently removed. 2.6 Development Fee Payments. 2.6.1 Development Fee: The Development Fee for the prior calendar year shall be due and payable no later than March 31 of the following calendar year,with the first installment prorated and due no later than the first March 31 after the initial calendar year Developer receives the Development Approval for the New Billboards from the applicable governmental authorities and the Final Permits. Developer shall provide notice to the City within five (5) business days of its receipt of all Final Permits. The initial Development Fee (or Alternative Fee per Section 2.6.2) shall be calculated from the day the City receives such notice (the "Commencement Date"). Nothing herein relieves the City from its contractual duty to issue all municipal building permits that are associated with the Development if Developer is in compliance with the terms of this Agreement. 2.6.2 Alternative Fee: For any calendar year of the Term where the Alternative Fee,as defined in this Section 2.6.2,exceeds the Development Fee described at Section 2.6.1 above for the New Digital Billboards, Developer shall pay to the City the Alternative Fee, which is defined as an amount equal to eight percent (8%) of the gross advertising revenue from the New Digital Billboards during the preceding calendar year of the Term (the "Alternative Fee"). If the Development Fee is greater than the Alternative Fee for any calendar year, then the Developer shall pay to the City the Development Fee. Within ninety (90) days following the end of each calendar year of the Term hereof, and ending within ninety (90) days after the end of the Term or earlier termination of the Agreement, Developer (and/or Operator, as applicable) shall furnish to the City a statement in writing, certified by Developer to be correct, showing the total gross advertising revenues made from the New Digital Billboards during the preceding calendar year of the Term. Gross advertising revenue shall specifically exclude advertising agency fees paid to the !, advertiser's advertising agency and/or brokerage fees paid to the sales brokers other than Developer and/or Operator. Furthermore,the gross advertising revenue is based solely on the basic advertising size, as recorded on the City's building permits, and does not include free-form cut- outs, solid extensions, back-lit displays, 3D presentations, tri-vision, stretch faces, additional art work reproductions or any other special treatment or appurtenances as required by the advertiser. i I 2.7 Audit of Alternative Fee. With prior written notice to Developer of not less than ten(10) business days,the City shall have the right to audit gross advertising revenue for the New Digital Billboards and to view those portions of any advertising space contracts or invoices that relate to the New Digital Billboards, at Developer's (and/or Operator's, as applicable) office, on normal workdays between 9:00 a.m. and 4:00 p.m. once a year. Prior to the audit, the City shall, 1030199.07/LA 297944-00207/6-1-17/tbm/sne -6- I I i at Developer's (and/or Operator's, as applicable) request, sign a confidentiality agreement regarding the advertising space contracts and invoices. If the statement of total gross advertising revenue previously provided to the City is found by the City to be inaccurate for the prior calendar year of the Term, then, and in that event,there shall be an adjustment and within ten(10) business days upon receiving written demand, one party shall pay to the other such sums as may be necessary to settle in full the accurate underpayment or overpayment of the Alternative Fee, if any, that should have been paid for the period covered by such inaccurate statement. If said audit discloses an underpayment of greater than five percent (5%) with respect to the amount of total gross advertising revenue reported for the period of said report, then Developer (and/or Operator, as applicable) shall immediately pay to the City the cost of such audit, plus ten percent (10%) interest per annum on the amount underpaid from the date of submission of the Development Fee or the Alternative Fee, as applicable. If the audit does not disclose an underpayment of greater than five percent (5%) with respect to the amount of total gross advertising revenue reported for the period of said report,the cost of such audit shall be paid by the City and no interest payment is due thereon. 2.8 Acknowledgment by Operator. In the event Developer enters into a contract or lease agreement with an Operator to operate the New Digital Billboards, such contract or lease agreement shall provide for Operator's acknowledgment of and consent to be bound by this Agreement, including but not limited to Sections 2.6, 2.7, 2.9, 2.10, 2.11, 2.12, and 4.2. Upon execution of such a contract or lease agreement, Developer shall deliver a copy to the City for its records. 2.9 Prohibited Use. Developer shall not utilize any of the displays on the New Digital Billboards to advertise tobacco, marijuana, hashish, any adult or sexually oriented businesses as defined in VMC Section 5.81.2,any products or services thereof,or show sexually oriented images or language, or as may be prohibited by any City ordinance existing as of the Effective Date of this Agreement. 2.10 Safety and Appearance. In addition to the requirements set forth in VMC Section 26.9.3-6 and under Section 26.9.3-6(f), the brightness of the New Digital Billboards shall be such that the difference of ambient light measurement and the New Digital Billboards light turned on to full white copy shall be no greater than 0.3 foot-candles when measured from a distance of 150 feet from the base of the New Digital Billboards. 2.11 City Discount. Businesses that are members of the Chamber and the Chamber itself shall be entitled to a 10% discount (from the "rate card" rates) for advertising on the New Digital Billboards. 2.12 City Use of New Digital Billboards. Subject to availability (except in the case of an Emergency Situation, as defined below), the City may, free of charge, post public service announcements ("PSAs") on the New Digital Billboards for up to a maximum of five (5) weeks (i.e., 840 hours)every calendar year during the Term("PSA Time"). PSA Time may be subdivided at the sole discretion of the City. In the case of a public safety emergency or natural disaster, including but not limited to a chemical or hazardous waste incident, explosion, earthquake, flood, or criminal incident (e.g., Amber Alerts) (each, an "Emergency Situation"), the City's PSA shall preempt any and all existing commercial advertising until the Emergency Situation has been abated and, in the reasonable discretion of the City,the PSA is no longer necessary to preserve the health 1030199.07/LA 297944-00207/6-1-17/tbm/sne -7- I I and/or safety of the public. Emergency Situation PSAs shall not be charged to the City's PSA time. The City shall not,under any circumstances,be liable to Developer or any third party for any losses incurred due to the City's posting of an Emergency Situation PSA. 3. DEVELOPMENT AND IMPLEMENTATION OF THE DEVELOPMENT. 3.1 Rights to Develop. Subject to and during the Term of this Agreement, Owner and Developer shall have the right to develop the Site in accordance with, and to the extent of, the Development Approval, the Land Use Regulations and this Agreement, provided that nothing in this Agreement shall be deemed to modify or amend any of the pre-existing Land Use Regulations, as more particularly set forth in Section 3.2 below. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement,the rules,regulations and official policies governing the density and intensity of use of the New Digital Billboards on the Site,the maximum height and size of the New Digital Billboards on the design, improvement and construction standards and specifications applicable to the Site and the New Digital Billboards shall be as set forth in the Land Use Regulations which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. 3.3 Development Approval. Developer, at its own expense and before commencement of demolition, construction or development of the New Digital Billboards, removal of the Defunct Billboard, or other work of improvement upon the Site, shall secure or cause to be secured the Development Approval, a Conditional Use Permit and/or variances, as necessary, and building permit(s), as necessary, from the City, and any and all permits and approvals which may be required by any other governmental agency or utility affected by such construction, development or work to be performed by Developer, including but not limited to Caltrans, pursuant to the Scope of Development. Not by way of limiting the foregoing, in developing and constructing the Development, Developer shall comply with all: (1) applicable development standards in the VMC, (2) applicable NPDES requirements pertaining to the Development, (3)applicable conditions placed on the Development by Caltrans,and(4)applicable building codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and the Development Fee or Alternative Fee, as applicable. 3.4 Timing of Development; Scope of Development. Developer shall commence the Development within the time set forth in the Schedule of Performance, attached hereto as Exhibit "D". "Commencement" of the Development is defined herein as commencement of construction or improvements under the City building permit(s) for the construction of the New Digital Billboards on the Site,which shall occur as soon as possible following Developer's receipt of the Development Approval and Final Permits. In the event that Developer fails to meet the schedule for Commencement of the Development, then after mutual compliance with Section 4.3, either the City or Developer may terminate this Agreement by delivering written notice to the other party, and, in the event of such termination, neither the City nor Developer shall have any further obligation hereunder. However, if circumstances within the scope of Section 8.11 delay the Commencement or completion of the Development, then such delays shall not constitute grounds for any termination rights found within this Agreement. In such case,the timeline to commence or complete the relevant task shall be extended in the manner set forth at Section 8.11. 1030199.07/LA 297944-00207/6-1-17/tbm/sne -8- i Notwithstanding the above, Developer shall, at all times, comply with all other obligations set forth in this Agreement regarding the construction or improvement of the New Digital Billboards on the Site. Developer shall also maintain the New Digital Billboards at all times during the Term in accordance with the maintenance provisions set forth in Section 3 of the Scope of Development, attached as Exhibit"B" herein. 3.5 Changes and Amendments. Developer may determine that changes to the Development Approval are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Development Approval to effectuate such change(s). The Parties acknowledge that the City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply a standard different than that used in evaluating requests of other similarly situated developers. Accordingly, under no circumstance shall the City be obligated in any manner to approve any amendment to the Development Approval. The City Administrator or his/her designee shall be authorized to approve any non-substantive amendment to the Development Approval without processing an amendment to this Agreement. All other amendments may require the approval of the City Council. Nothing herein shall cause Developer to be in default if it upgrades the New Digital Billboards pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided,however, Developer shall secure all applicable ministerial permits to do so and such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement, Land Use Regulations and Subsequent Land Use Regulations. 3.6 Reservation of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development: (a) Processing fees and charges imposed by the City to cover the estimated actual costs to the City of processing applications for Subsequent Development Approvals relating to the Development. (b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if such change materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder, Developer or Owner may terminate this Agreement upon ninety(90)days prior written notice to the City. (c) Changes to the California Building Code, California Fire Code, California Plumbing Code, California Mechanical Code, or California Electrical Code, as adopted by the City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the New Billboards. Notwithstanding the foregoing, if such change materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder,Developer or Owner may terminate this Agreement upon ninety(90)days prior written notice to the City. i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -9- (d) Regulations that are not in conflict with the Development Approval or this Agreement. (e) Regulations that are in conflict with the Development Approval or this Agreement, provided Developer has given written consent to the application of such regulations to the Development. (f) Applicable federal, state, county and multi jurisdictional laws and regulations which the City is required to enforce against the Site or the Development, and that do not have an exception for existing signs or legal nonconforming uses. 3.6.2 Future Discretion of the City. This Agreement shall not prevent the City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations or Subsequent Land Use Regulations then in effect. 3.6.3 Modification or Suspension by Federal, State, County, or Multi- Jurisdictional Law. In the event that applicable federal, state, county or multi jurisdictional laws or regulations, enacted after the Effective Date of this Agreement,prevent or preclude compliance with one or more of the provisions of this Agreement, and there is no exception for the legal nonconforming use, such provisions of this Agreement shall be modified or suspended as may be j necessary to comply with such federal, state, county or multi-jurisdictional laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce.Notwithstanding the foregoing,if such change materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City. 3.7 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by the City may possess authority to regulate aspects of the Development as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Developer and Owner acknowledge and represent that, in addition to the Land Use Regulations, Developer and Owner shall, at all times, comply with all applicable federal, state and local laws and regulations applicable to the Development and that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Development and do not have an exception for a legal nonconforming use, Developer and Owner shall not be further obligated under this Agreement except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public agency materially changes Developer or Owner's costs or otherwise materially impacts their performance hereunder, then (a) Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City, or (b) if moving the New Digital Billboards to another location on the Site would reduce the impact of such public agency action, Developer or Owner (at their sole cost and expense) may relocate the New Digital Billoboards to another location on the Site as reasonably determined by Developer or Owner, and the City shall reasonably cooperate with such relocation of the New Digital Billboards (e.g., if Caltrans widens the 710 Freeway in such a manner that necessitates removal/relocation of the New Digital Billboards, Developer or Owner can relocate the New Digital Billboards on the Site), and if requested by Developer or 1030199.07/LA 297944-00207/6-1-17/tbn/sne -10- Owner, the City shall enter into a relocation agreement with the Developer or Owner pursuant to Section 5412 of the California Outdoor Advertising Act. 3.8 Public Improvements. Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals on the requirement that Developer pay subsequently required development fees, and/or construct certain subsequently required public infrastructure ("Exactions") at such time as the City shall determine, subject to the following conditions: 3.8.1 The payment or construction must be to alleviate an impact caused by the Development or be of benefit to the Development; and 3.8.2 The timing of the Exaction should be reasonably related to the development of the Development, and said public improvements shall be phased to be commensurate with the logical progression of the development of the Development, as well as the reasonable needs of the public. 3.8.3 It is understood, however, that if there is a material increase in cost to Developer or Owner, or such action by the City otherwise materially impacts Developer or Owner or otherwise materially impacts their performance hereunder, Developer or Owner may terminate this Agreement upon ninety'(90) days prior written notice to the City. 3.9 Fees, Taxes and Assessments. During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Development, except such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approval. However, this Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not on the New Digital Billboards or Developer directly, as follows: 3.9.1 Developer shall be obligated to pay those fees, taxes or City assessments and any increases in same which exist as of the Effective Date or are included in the Development Approval; I - 3.9.2 Developer shall be obligated to pay any fees or taxes, and increases thereof, imposed on a City-wide basis including, but not limited to, business license fees or taxes or utility taxes; i 3.9.3 Developer shall be obligated to pay all fees applicable to a permit application as charged by the City at the time such application is filed by Developer; and i 3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the permit application is filed by Developer or that exists when Developer applies for any Subsequent Development Approval. 3.10 Changes. Notwithstanding anything to the contrary herein, if there is a change in such fees as compared to those fees in effect as of the Effective Date,or if any additional fees are charged and such additional or increased fees materially change Developer or Owner's i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -1 1- I i costs or otherwise materially impact their performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to the City. 4. REVIEW FOR COMPLIANCE. 4.1 Annual Review. The City Council shall have the right to review this Agreement annually at the City's sole cost, on or before the anniversary of the commencement of the Term, to ascertain the good faith compliance by Developer with the terms of this Agreement ("Annual Review"). However, no failure on the part of the City to conduct or complete an Annual Review as provided herein shall have any impact on the validity of this Agreement or serve as a waiver of the City's right to conduct an Annual Review in a year subsequent to a year in which an Annual Review was not conducted. Developer shall cooperate with the City in the conduct of any such Annual Review and, upon written request, provide the following information and documentation to the City at least thirty (30) days before the anniversary of the commencement of the Term: (a) any updates to Developer's contact information related to complaints concerning the New Billboards, as required in the conditions at Exhibit`B", Section 6 herein, (b) status and amount of all payment obligations to the City required under this Agreement for the year in question and cumulatively beginning from the commencement of the Term,(c)any easement changes that could in any way materially impact the City or Developer's obligations under this Agreement, (d) any utility changes that could in any way materially impact the City or Developer's obligations under this Agreement, and (e) any maintenance issues addressed or needing to be addressed per the requirements of Exhibit"B". 4.2 City's Rights of Physical Access. The City and its officers,employees, agents and contractors shall have the right, at their sole risk and expense and upon reasonable notice to Developer, to enter the Site without interfering with any railroad or other right-of-way, and at all reasonable times with as little interference as possible, for the purpose of inspecting the New Digital Billboards. Such inspection must be conducted from a lift operated by Developer, its employees, agents, or contractors, at no additional cost to Developer. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. j 4.3 Procedure. Each Party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with this Agreement, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters. If, on the basis of the Parties' review of any terms of this Agreement, either Party concludes that the other Party has not complied in good faith with the terms of this Agreement, then such Party may serve a written "Notice of Non-Compliance" specifying the grounds therefor and all facts demonstrating such non-compliance. The Party receiving a Notice of Non-Compliance shall have thirty(30)days to cure or remedy the non-compliance identified in the Notice of Non-Compliance, but if such cure or remedy is not reasonably capable of being cured or remedied within such thirty (30)-day period, then the Party receiving a Notice of Non-Compliance shall commence to cure or remedy the non-compliance within such thirty (30)-day period and thereafter diligently and in good faith prosecute such cure or remedy to completion. If the Party receiving the Notice of Non- Compliance does not believe it is out of compliance and contests the Notice of Non-Compliance, j it shall do so by responding in writing to said Notice of Non-Compliance within thirty (30) days j after receipt of the Notice of Non-Compliance. If the response to the Notice of Non-Compliance i has not been received in the office of the Party alleging the non-compliance within the prescribed 1030199.07/LA 297944-00207/6-1-17/tbm/sne -12- i i I I time period,the Notice of Non-Compliance shall be conclusively presumed to be valid. If a Notice of Non-Compliance is contested, the Parties shall, for a period of not less than fifteen (15) days following receipt of the response, seek to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice of Non-Compliance. In the event that a cure or remedy is not timely completed,the Party alleging the non-compliance may thereupon pursue the remedies provided in Section 5; provided, however, that if the Notice of Non-Compliance is contested and the Parties are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the fifteen (15)-day period, then either Party shall have the right to seek a judicial determination of such contested matter. Neither Party hereto shall be deemed in breach if the reason for non-compliance is due to "force majeure" as defined in, and subject to the provisions of, Section 8.11. 4.4 Certificate of Agreement Compliance. If,at the conclusion of an Annual Review, Developer is found to be in compliance with this Agreement, the City shall, upon request by Developer, issue within ten (10) days of receipt of the request, a written confirmation ("Certificate") to Developer stating that, after the most recent Annual Review, and based upon the information known or made known to the City Administrator and the City Council, that (a) this Agreement remains in effect, and (b) Developer is in compliance with same. The Certificate shall be in recordable form if requested by Developer, and shall contain information necessary to communicate constructive record notice of the finding of compliance. Developer may record the Certificate with the County Recorder. Additionally, in the event a Certificate issues or will issue, Developer may,at any time,request from the City a Certificate stating,in addition to the foregoing, which specific obligations under this Agreement have been fully satisfied with respect to the Site, and City shall respond within ten(10) days of receipt of the request. If the City fails to respond to Developer's request pursuant to this Section 4.4, Developer shall be deemed to be in compliance with this Agreement or any obligation that is the subject of Developer's request. 5. DEFAULT AND REMEDIES. 5.1 Termination of Agreement. 5.1.1 Termination of Agreement for Material Default of Developer. The City, in its discretion, may terminate this Agreement for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply in good faith with the terms of this Agreement; provided, however, the City may terminate this Agreement pursuant to this Section only after following the procedures set forth in Section 4.3. In the event of a termination by the City under this Section 5.1.1, Developer acknowledges and agrees that the City may retain all fees accrued up to the date of the termination, including the Processing Fee and any Development Fees or Alternative Fees, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee or Alternative Fee,as applicable, within sixty (60) days after the date of termination that equates to the percentage of time elapsed in the year of the Term at the time of termination. 5.1.2 Termination of Agreement for Material Default of the City. Developer, in its discretion, may terminate this Agreement for any material failure of the City to perform any material duty or obligation of the City hereunder or to comply in good faith with the terms of this Agreement;provided,however, Developer may terminate this Agreement pursuant to this Section only after following the procedures set forth in Section 4.3. In addition, Developer may terminate this Agreement if,despite Developer's good faith efforts,(a)it is unable to secure the Development 1030199.07/LA i 297944-00207/6-1-17/1bm/sne -13- Approval, Final Permits and/or compliance with requirements under laws necessary to effectuate the Development, or (b) any governmental agency has concluded a taking or regulatory taking of the Site and/or the Development, or (c) it is unable to profitably operate the Development after two(2)full years from the Commencement Date. In the event of a termination by Developer under this Section 5.1.2, Developer acknowledges and agrees that the City may retain all fees, including the Processing Fee and any Development Fees or Alternative Fees, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable, within sixty (60) days after the date of termination that equates to the percentage of time elapsed in the year of the Term at the time of termination. 5.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to (a) any obligations to have been performed prior to said termination, (b) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (c) Developer's obligation to remove the New Digital Billboards pursuant to Section 2.3, or (d) any continuing obligations to indemnify the other Party. 6. INSURANCE, INDEMNIFICATION AND WAIVERS. 6.1 Insurance. 6.1.1 Types of Insurance. (a) Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for Developer comprehensive broad form general liability insurance against claims and liabilities covered by the indemnification provisions of Section 6.2. Developer has agreed to indemnify the City to the extent of the liability insurance coverage with respect to its use, occupancy, or improvements, or for property damage,providing protection of at least One Million Dollars ($1,000,000) for bodily injury or death to any one person, at least Two Million Dollars ($2,000,000) for any one accident or occurrence, and at least One Million Dollars($1,000,000)for property damage. Developer shall also furnish or cause to be furnished to the City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same coverage required of Developer. (b) Worker's Compensation. Developer shall also furnish or cause to be furnished to the City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker's compensation insurance as required by law. ' (c) Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business in California with an AM Best Rating of no less than"A". All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the insurer waives the right of subrogation against the City and against the City's agents and representatives except as provided in this Section; (ii) the policies are primary and noncontributing with any insurance that may be carried by the City, but only with respect to the j liabilities assumed by Developer under this Agreement; and (iii) the policies cannot be canceled i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -14- 1 or materially changed except after written notice by the insurer to the City as expeditiously as the insurance company agrees to provide such notice. Developer shall furnish the City with certificates evidencing the insurance required to be procured by the terms of this Agreement. 6.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to the City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits: (a) For insurance required above,within ten(10)business days after the Effective Date or consistent with the requirements of Exhibit"D"(Schedule of Performance),Item No. 7. (b) The City may request to see updated copies of the current certificates of all insurance policies required. The City reserves the right to obtain copies of the entire insurance policy, including endorsements. If Developer fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish the City with required proof that the insurance has been procured and is in force and paid for,the City, after complying with the requirements of Section 4.3,may view such failure or refusal to be a default hereunder. 6.2 Indemnification. 6.2.1 General. To the extent of its liability coverage required under Section 6.1.1(a) above, Developer shall indemnify the City and Owner, and their respective City Councilmembers, commission members, directors, officers, employees, and agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses,costs,penalties,obligations,errors, omissions,or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the work, operations, or activities of Developer, its agents, employees, subcontractors, or invitees, hereunder, upon the Site relating to the Development; provided, however, such indemnification obligation shall not be applicable to (a) the mere discovery of any pre-existing adverse physical condition at the Site, except to the extent Developer aggravates such pre-existing condition, or (ii) any Claims or Liabilities arising as a result of the gross negligent or intentional misconduct of City or Owner or their respective City Councilmembers, commission members, directors, officers, employees or agents. (a) Subject to Developer's written approval, Developer will defend any action or actions filed against the City or Owner in connection with any of said Claims or Liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including reasonable legal costs and attorneys' fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies. (b) Developer will promptly pay any final non-appealable judgment rendered against the City or Owner, or their respective City Councilmembers, commission members, directors, officers, agents, or employees for any such Claims or Liabilities arising out of or in connection with such work, operations, or activities of Developer upon the Site, and 1030199.07/LA 297944-00207/6-1-17/tbm/sne -15- i Developer agrees to save and hold the City and Owner and their respective City Councilmembers, commission members, directors, officers, agents, and employees harmless therefrom. (c) Notwithstanding anything herein to the contrary, City shall indemnify Developer and Owner, and their respective directors, officers, employees, and agents against,and will hold and save them and each of them harmless from any Claims or Liabilities that may be asserted by a City employee or agent arising out of or in connection with such City employee's or agent's entrance onto the Site (including, without limitation, for any inspection of the New Digital Billboards); provided, however, such indemnification obligation shall not be applicable to any Claims or Liabilities arising as a result of the gross negligent or intentional misconduct of Developer or Owner or their respective directors, officers, employees or agents. 6.2.2 Loss and Damage. Except as set forth below, the City shall not be liable for any damage to property of Developer, Owner or of others located on the Site, nor for the loss of or damage to any property of Developer, Owner or others by theft or otherwise. Except as set forth below, the City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard,or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The foregoing two (2) sentences shall not apply (i) to the extent the City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage when accessing the Site, or (ii) under the circumstances set forth in Section 6.2.1 above. 6.2.3 Period of Indemnification. The obligations for indemnity under this Section 6.2 shall begin upon the Effective Date and shall survive termination of this Agreement. 6.3 Waiver of Subrogation. Developer, Owner and the City mutually agree that neither shall make any claim against, nor seek to recover from the other or its agents, servants, or employees,for any loss or damage to Developer,Owner or the City,except as specifically provided hereunder, which include but is not limited to a Claim or Liability to the extent arising from the negligence or willful misconduct of the City, Owner or Developer, as the case may be, or their respective officers, agents, or employees who are directly responsible to the City, Owner and Developer, as the case may be. 7. MORTGAGEE PROTECTION. The Parties hereto agree that this Agreement shall not prevent or limit Developer or Owner, in any manner, at Developer or Owner's sole discretion, from encumbering the Site or any portion thereof or the Development or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. The City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and the City agrees upon request, from time to time,to meet with Developer or Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. Subject to compliance with applicable laws, the City will not unreasonably withhold its consent to any such requested interpretation or modification,provided the City determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Site shall be entitled to the following rights and privileges: 1030199.07/LA 297944-00207/6-1-17/tbm/sne -16- (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Development or Site made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Development or Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from the City of any default by Developer in the performance of Developer's obligations under this Agreement. (c) If the City timely receives a request from a Mortgagee requesting a copy of any Notice of Non-Compliance given to Developer under the terms of this Agreement, the City shall make a good faith effort to provide a copy of that Notice of Non-Compliance to the Mortgagee within ten (10) business days of sending the Notice of Non-Compliance to Developer. The Mortgagee shall have the right,but not the obligation,to cure the non-compliance during the period that is the longer of(i)the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days. (d) Any Mortgagee who comes into possession of the Development or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Development or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary,no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer's obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by the City,the performance thereof shall continue to be a condition precedent to the City's performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Development or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Development or the Site or such part thereof so acquired by the Mortgagee. 8. MISCELLANEOUS PROVISIONS. 8.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government Code Section 65868.5. Amendments approved by the Parties, and any cancellation, shall be similarly recorded. The provisions of this Agreement to the extent permitted by law shall constitute covenants which shall run with the Land, and the benefits of this Development Agreement shall bind and inure to the benefit of the parties and all successors in interest to the parties hereto. 8.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties with respect to the subject matter set forth herein, and there are no oral or written representations,understandings or ancillary covenants,undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of { any kind or nature to interpret or determine the terms or conditions of this Agreement. j 1030199.07/LA 297944-00207/6-1-17/tbm/sne -17- i 8.3 Severability. If any term,provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable. 8.4 Assignment. Developer and/or Owner shall have the sole and absolute right to assign any of its rights, title and interest, and delegate any of its duties and obligations, under this Agreement. In the event of any such assignment or delegation, Developer and/or Owner shall provide written notice to the City within ten (10) days of execution of such assignment or delegation. 8.5 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws principles. This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the parties hereto. The rule of construction,to the effect that ambiguities are to be resolved against the drafting Party or in favor of the non-drafting Party, shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural and vice versa. 8.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.9 Waiver. Failure of a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the Parties and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 8.11 Force Majeure. Notwithstanding any provision to the contrary herein, neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations (other than obligations to make payments when due) under this Agreement is caused by an event or circumstance that could not reasonably have been foreseen or avoided, mitigated or remedied, and is beyond the Party's reasonable control. Examples of Force Majeure include: acts of God, earthquakes, fires, rains, winds, wars, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), government actions and regulations (other than those of the City), and court actions (such as restraining orders or injunctions). Force Majeureshall not include general economic or other conditions affecting financial markets generally. If any such events shall occur during the term of this Agreement, the 1030199.07/LA 297944-00207/6-1-17/tbm/sne -18- Party claiming Force Majeure (the "Nonperforming Party") shall promptly notify the other Party (the "Performing Party") of occurrence of that Force Majeure Event, its effect on performance, and how long that Party expects it to last. Thereafter, the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure event, the Nonperforming Party shall use reasonable efforts to limit damages to the Performing Party and to resume its performance under this Agreement. the time for performance shall be extended for the duration of each such event or circumstance, provided that the Term of this Agreement shall not be extended under any circumstances for more than five (5) years beyond the date it would have otherwise expired, and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to the City and the City shall return to Developer any portion of the Development Fees or Alternative Fees, as applicable, paid for any period after the effective date of such termination. 8.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 8.13 Counterparts and Originals. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. There shall be two (2) fully signed copies of this Agreement, each of which shall be deemed an original. 8.14 Litigation. Any action at law or in equity arising under this Agreement or brought by any Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on the City shall be made in accordance with California law. Service of process on Developer or Owner shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any action between the City, Owner or Developer seeking enforcement of any of the terms and conditions to this Agreement, the t prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. 8.15 Covenant Not To Sue. The Parties to this Agreement,and each of them,agree that this Agreement and each term hereof is legal, valid, binding, and enforceable. The Parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other Party to this Agreement, in law or in equity, which is based on an allegation, or assert in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable. 8.16 Development as a Private Undertaking. It is specifically understood and agreed by and between the Parties that the Development is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms,covenants and conditions contained in this Agreement. No partnership,joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and Developer is that of a government entity regulating the a development of private property, on the one hand, and the holder of a legal or equitable interest in 1030199.07/LA 297944-00207/6-1-17/tbm/sne -19- I such private property on the other hand. The City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private development into a "public work" development, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer's private development into a public work project, it being understood that this Agreement is entered into by the City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement, which are incorporated into this Agreement and made a part hereof, and that the City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement. 8.17 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 8.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by the City of its power of eminent domain or Developer or Owner's rights to seek and collect just compensation or any other remedy available to them. 8.19 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of the Parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of development agreements,as well as with VMC section 26.6.8-7. The Parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved on behalf of the City by the City Administrator upon reasonable ;I approval by the City Attorney and without approval by the City Council 8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each of the Parties hereto represent and warrant that(i)such Party,if not an individual,is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such Party is bound. 8.21 Notices. All notices under this Agreement shall be effective when delivered by (a) United States Postal Service mail, registered or certified,postage prepaid return receipt requested, jor(b)a generally recognized overnight carrier regularly providing proof of delivery,and addressed to the respective Parties as set forth below, or to such other address as either Party may from time to time designate in writing by providing notice to the other party: I I i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -20- j I If to the City: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attn: Carlos Fandino, City Administrator If to Developer: Magellan Atlantic I, LLC 1800 Ave of the Stars, #105 Los Angeles, CA 90067 Attn: Martin Slusser If to Owner: Magellan Atlantic I, LLC 1800 Ave of the Stars, #105 Los Angeles, CA 90067 Attn: Martin Slusser 8.22 Nonliability of Individuals. No officer, official, member, employee, agent, or representatives of the City, Owner or Developer shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative. 8.23 No Brokers. The City and Developer each represent and warrant to the other that it has not employed any broker and/or finder to represent its interest in this transaction. Each Party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys' fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder's fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder's fee. 8.24 No Conflict. Owner and Developer hereby represent, warrant and certify that no member, officer or employee of either is a director, officer or employee of the City, or a member of any of the City's boards, commissions or committees, except to the extent permitted by law. 8.25 Equal Employment Opportunity. Owner and Developer hereby certify and represent that, during the Term of this Agreement,they and any other parties with whom they may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Owner and Developer further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E" attached hereto and incorporated herein by reference. i i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -21- t IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first set forth above. CITY: CITY OF VERNON, a California charter City and California municipal corporation By: Melissa Ybarra, Mayor ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney DEVELOPER: Magellan Atlantic 1, LLC a California limited liability company By: Name:Martin Slusser Its: i OWNER: Magellan Atlantic I, LLC a California limited liability company By: Name: Martin Slusser Its: I [end of signatures] i i i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -22- I i I I 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 LOS ANGELES ) On , 201 , 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(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. Notary Public [SEAL] i i 1030199.07/LA 297944-00207/6-1-17/tbm/sne -23- EXHIBIT "A" LEGAL DESCRIPTION OF SITE i i i 1030199.07/LA -24- j 297944-00207/5-31-17/tb m/s nc i i PARCEL 1: THAT PORTION OF LOT 110 OF RANCHO LAGUNA(SO CALLED) IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS SHOWN ON MAP FILED AS EXHIBIT"A" IN CASE NO. B 25296 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY,AND THAT PORTION OF THE RANCHO SAN ANTONIO, AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE 389 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE SOUTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS HAVING A LENGTH OF 556.40 FEET AND A BEARING OF NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST IN PARCEL 1 OF DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE 311, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID COURSE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, A DISTANCE OF 538.02 FEET TO A POINT ON A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 450 FEET: THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 53 DEGREES 11 MINUTES 11 SECONDS EAST,ALONG SAID CURVE THROUGH AN ANGLE OF 10 DEGREES 31 MINUTES 39 SECONDS, AN ARC DISTANCE OF 82.68 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 5.00 FEET i SOUTHEASTERLY. MEASURED AT RIGHT ANGLES FROM THE SOUTHEASTERLY LINE OF ATLANTIC BOULEVARD; THENCE TANGENT NORTH 63 DEGREES 42 MINUTES 50 SECONDS EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 274.58 FEET: THENCE NORTH 73 DEGREES 05 MINUTES 20 SECONDS EAST, A DISTANCE OF 85.84 FEET: THENCE NORTH 73 DEGREES 48 MINUTES 34 SECONDS EAST, A DISTANCE OF 115.58 FEET; THENCE NORTH 85 DEGREES 07 MINUTES 44 SECONDS EAST, A DISTANCE OF 196.25 FEET:THENCE EASTERLY AND SOUTHERLY ALONG A TANGENT CURVE CONCAVE SOUTHERLY AND WESTERLY AND HAVING A RADIUS OF 149.50 FEET THROUGH AN ANGLE OF 77 DEGREES 42 MINUTES 51 SECONDS AN ARC DISTANCE OF 202.78 FEET; THENCE TANGENT SOUTH 17 DEGREES 09 MINUTES 25 SECONDS EAST,A DISTANCE OF 174.28 FEET TO A POINT ON A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 698.86 FEET; THENCE SOUTHWESTERLY FROM A TANGENT THAT BEARS SOUTH 53 DEGREES 52 MINUTES 46 SECONDS WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 7 DEGREES 57 MINUTES 22 SECONDS AN ARC DISTANCE OF 97.04 FEET TO THE MOST NORTHERLY CORNER OF THAT STRIP OF LAND DESCRIBED AS PARCEL 7 IN DEED TO THE CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS; i THENCE TANGENT SOUTH 45 DEGREES 55 MINUTES 24 SECONDS WEST, ALONG THE NORTHWESTERLY LINE OF SAID STRIP OF LAND SO DESCRIBED AS PARCEL 7,A DISTANCE OF 128.36 FEET: I THENCE STILL ON SAID LAST MENTIONED NORTHWESTERLY LINE,SOUTHWESTERLY ALONG THE ARC OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 455.34 FEET THROUGH AN i i ANGLE OF 42 DEGREES 57 MINUTES 44 SECONDS,AN ARC DISTANCE OF 341.43 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL RECORDS. EXCEPT THEREFROM ALL SUBSURFACE RIGHTS, TITLE AND INTEREST IN AND TO ALL SUBSURFACE MINERAL RIGHTS EXISTING IN AND UNDER SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF SAID LAND FOR THE DEVELOPMENT, EXTRACTION AND REMOVAL OF MINERALS THEREUNDER, OR FOR ANY OTHER PURPOSE OR PURPOSES, AS DEED TO CHANSLOR-CANFIELD MIDWAY OIL COMPANY. BY DEED RECORDED IN BOOK 23513 PAGE 240,OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 109, 110 AND 115 OF RANCHO LAGUNA(SO CALLED) IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED AS EXHIBIT"A" IN CASE NO. B 25296 OF SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY, AND THAT PORTION OF THE RANCHO SAN ANTONIO,AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE 389 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN CURVE DESCRIBED AS HAVING A RADIUS OF 6577.22 FEET AND AN ARC LENGTH OF 2244.08 FEET IN PARCEL 2 OF DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE 311, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,SAID CURVE BEING ON THE NORTHEASTERLY LINE OF THE 100 FOOT STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES, DEPARTMENT OF WATER AND POWER, BY DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS; I THENCE TANGENT TO SAID CURVE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST,ALONG SAID NORTHEASTERLY LINE,A DISTANCE OF 621.63 FEET TO A POINT ON A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 468.34 FEET; i THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 16 DEGREES 19 MINUTES 07 SECONDS WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 73 DEGREES 37 MINUTES 57 SECONDS, AN ARC DISTANCE OF 601.88 FEET; THENCE SOUTH 21 DEGREES 52 MINUTES 38 SECONDS EAST, A DISTANCE OF 268.32 FEET; THENCE SOUTH 27 DEGREES 05 MINUTES 17 SECONDS EAST, A DISTANCE OF 506.74 FEET; THENCE SOUTH 29 DEGREES 50 MINUTES 54 SECONDS EAST, A DISTANCE OF 210.27 FEET; THENCE SOUTH 35 DEGREES 45 MINUTES 42 SECONDS EAST, 269.32 FEET TO A POINT ON SAID NORTHEASTERLY LINE CURVED, HEREINABOVE DESCRIBED AS HAVING A RADIUS OF 6577.22 FEET; DISTANT THEREON 355.22 FEET SOUTHEASTERLY FROM SAID POINT OF BEGINNING; THENCE NORTHWESTERLY ALONG SAID CURVE LINE THROUGH AN ANGLE OF 3 DEGREES 05 MINUTES 40 SECONDS, AN ARC DISTANCE OF 355.22 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM ALL MINERALS, PETROLEUM, GASES AND OTHER HYDROCARBON SUBSTANCES EXISTING IN AND UNDER SAID LAND WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF SAID LAND FOR THE EXTRACTION AND REMOVAL OF SUCH SUBSTANCES OR FOR ANY OTHER PURPOSE OR PURPOSES, AS RESERVED IN DEED FROM CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED ON JULY 18, 1944 IN BOOK 21013 PAGE 131, OFFICIAL RECORDS. PARCEL 3: THAT CERTAIN PORTION OF LOT 110 OF SAID RANCHO LAGUNA AND ALSO A PORTION OF SAID RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PARCEL OF LAND, 60 FEET IN WIDTH, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN RAILROAD RIGHT OF WAY DESCRIBED AS PARCEL 7 IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE FROM SAID POINT OF BEGINNING, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG THE NORTHEASTERLY LINE AND ITS NORTHWESTERLY PROLONGATION OF THE 100 FOOT WIDE RIGHT OF WAY OF THE CITY OF LOS ANGELES, AS DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS,471.47 FEET, MORE OR LESS,TO THE SOUTHEASTERLY LINE OF ATLANTIC BOULEVARD, AS DESCRIBED IN DEED RECORDED IN BOOK 864 PAGE 317, OFFICIAL RECORDS: THENCE NORTHEASTERLY ALONG SAID STREET LINE TO THE MOST WESTERLY CORNER OF THAT CERTAIN PROPERTY DESCRIBED IN DEED TO THE UNITED STATES OF AMERICA, RECORDED IN BOOK 20047 PAGE 238, OFFICIAL RECORDS; THENCE ALONG THE SOUTHWESTERLY LINE OF LAST SAID PROPERTY, SOUTH 54 DEGREES 28 MINUTES 35 SECONDS EAST.TO A POINT IN THE NORTHERLY LINE OF SAID RAILROAD RIGHT OF WAY; THENCE WESTERLY ALONG LAST SAID LINE TO THE POINT OF BEGINNING. EXCEPT THREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL RECORDS. EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH,AS I RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS. PARCEL 4: THAT CERTAIN TRIANGULAR SHAPED PARCEL OF LAND IN SAID RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED SOUTHWESTERLY BY THE NORTHEASTERLY LINE OF THE 100 FOOT WIDE RIGHT OF WAY OF THE CITY OF LOS ANGELES, AS DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS, BOUNDED EASTERLY BY THE WESTERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY, 33 FEET IN WIDTH, DESCRIBED IN DEED RECORDED IN BOOK 8118 PAGE 72, OFFICIAL RECORDS,AND BOUNDED NORTHERLY BY THE SOUTHERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY GENERALLY 33 FEET IN WIDTH, DESCRIBED AS PARCEL 7, IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS. EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH, AS RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS. i EXHIBIT B SCOPE OF DEVELOPMENT Developer and the City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following: 1. The Development. Developer shall install the New Digital Billboards in accordance with the terins of this Agreement. The New Digital Billboards consist of one (1) 50' tall (75' from top of the sign to grade), "bulletin" size freeway-oriented billboard with a total of two(2) digital displays(each display measuring 14'x 48'within the billboard frame),and the angle created at the"V" of the two displays shall be the same angle as the existing"V" of the two existing static billboards—all as more specifically set forth in Exhibit"C,". Development shall also include removal, at Developer's sole cost and expense, of the one existing static display on the Site (the "Defunct Billboard"). If and when Developer elects to improve the Site with one or more permanent stuuctures,during such development Developer shall underground all utilities necessary for the New Digital Billboards, and the Site shall be maintained in accordance with the conditions at Paragraph 3 below. 2. Building. Developer shall pay all applicable City building fees, as described at Section 2.4 of the Agreement, at the time that a building pen-nit is issued for the installation of the New Digital Billboards on the Site. 3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following: (a) Maintenance and repair of the New Digital Billboards (where authorized pursuant to the Agreement, and including but not limited to, the displays installed thereon, and all related on-site improvements and, if applicable, easements and rights-of-way, at its sole cost and expense), including, without limitation, landscaping,poles,lighting, signs and walls(as they relate to the Development) in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws,rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction over the Site, unless those federal, state, and local bodies have an exception for a legal nonconforming use. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Development; (ii) the care and replacement of all shrubbery, plantings, and other landscaping or the painted backing in a healthy condition if damaged by the Development; (iii) the ongoing maintenance by Developer of any access road to the New Digital Billboards if damaged by the Development and to minimize dust caused by the Development; and (iv) the repair, replacement and repainting of the New Digital Billboards' structures and displays as necessary to maintain such billboards in good condition and repair. I (b) Maintenance of the New Digital Billboards and surrounding portion of the Site in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the Development such as to be detrimental to the public health, safety or general welfare, or that such i i 1030199.07/[.A 297944-00207/5-31-17/tb iu/s ne -2 5- i i a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of the Site. (c) Developer shall reasonably coordinate with Owner or any neighboring property owners who share utilities or access roads to their separate respective billboards. The City may designate alternative access for planning purposes so long as such alternative access allows Developer to access the New Digital Billboards and related utilities. 4. Other Rights of the City. In the event of any violation or threatened violation of any of the provisions of this Exhibit"B," then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of the Agreement, the City shall have the right, after complying with Section 4.3 of the Agreement, (i) to enforce the provisions hereof by undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Development or any part thereof or interests therein as to the violating Party or one threatening violation. 5. No City Liability. The granting of a right of enforcement to the City does not create i a mandatory duty on the part of the City to enforce any provision of the Agreement. The failure of the City to enforce the Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to Developer, its successors, transferees or assigns, for any default or breach by the City under the Agreement. 6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboards and, where stated, landscaping adjacent to the New Digital Billboards, which billboards and landscaping or painted backing adjacent to the billboards, respectively, shall conform to all applicable provisions of the Development Approval and the { following conditions, in a manner subject to the approval of the Director of Public Works or his or her designee: (a) A building permit(s) will be required, and structural calculations shall be prepared by a licensed civil engineer and approved by the Director of Public Works or his or her designee. i (b) The New Billboards shall be located in the portion of the Site shown on Exhibit "C", and shall be of the dimensions described in Section 1, above. i (c) The New Digital Billboard pole(s) shall have a column cover as depicted in the Site Plan and Elevations within Exhibit"C". In addition, the poles of both New Billboards will bear the name and/or logo of the City in a reasonable size and location on the pole(s). The Developer and the City shall work cooperatively with respect to the reasonable design on the poles with the City to have ultimate approval authority. I j (d) Plans and specifications for the proposed installation of the New Digital Billboards shall be submitted to the City for plan check and approval prior to the issuance of 1030199.07/1,A -26- 297944-00207/5-31-17/tbm/sne i building permits. Plans and specifications for the proposed installation of the undergrounding of all utilities shall be submitted to the City for plan check and approval prior to the issuance of electrical permits. (e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City. (f) Developer shall maintain the New Digital Billboards and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, county, state or federal agencies by any duly and valid City, county or state ordinance with jurisdiction over the facilities, unless the Development is exempted as a legal nonconfonning use. (g) Developer shall, at all times, comply with the approval for the New Digital Billboards and New Static Billboard from the California Department of Transportation Outdoor Advertising Division, and shall maintain acceptable clearance between proposed billboards and Southern California Edison distribution lines. (h) Developer shall pay any and all applicable fees due to any public agency prior to the final issuance of the applicable building or electrical permits. (i) The activities proposed in the Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way. (j) Developer shall ensure that all access to the New Digital Billboards is kept restricted to the general public to the extent permitted under local laws and by the Development Approval. (k) If any portion of the painted backing installed adjacent to the New Digital Billboards is damaged by the Development or becomes damaged, as detennined by the City's Director of Public Works or his or her designee, Developer shall repair, or cause to be repaired, such damage within thirty (30) days of written notification by the City, unless such time is extended by the City's Director of Public Works or his or her designee if Developer shows unusual circumstances requiring more time to accomplish such repair. (1) Developer shall coordinate its work with the requirements of the City's Gas & Electric Department to achieve the undergrounding of all utilities, as applicable. (m) Developer shall comply with all necessary federal National Pollutant Discharge Elimination System ("NPDES") requirements pertaining to the proposed use, to the extent applicable. (n) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the Development. (o) Prior to final sign off of the building permit for the New Digital Billboards, the applicable landscaping or painted backing shall be installed at the Site. 1030199.07/LA 297944-00207/5-31-17/tbm/sne -27- (p) Developer shall comply with State law regarding the limitation of light or glare or such other standards as adopted by the Outdoor Advertising Association of America, Inc. ("OAAA"), including but not limited to, the 0.3 foot-candles limitation over ambient light levels and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City's Director of Public Works or his or her designee with a designated Developer employee's phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City's Director of Public Works or his or her designee, Developer shall dim the display to meet these guidelines and further perform a brightness measurement of the display using OAAA standards and provide the City with the results of same within ten (10) business days of the City's complaint. 1030199.07/LA -2 8- 297944-00207/5-31-17/Ibm/s ne EXHIBIT C SITE PLAN AND BILLBOARD ELEVATIONS 1030199.07/LA 297944-00207/5-3 1-1 7/Ibm/sne -29- 79 IN _._. m ,4' 42' X t G W INw 0 CD Cc O I X Z 0 (n CDa o W n D141 X N a CQ p D Cf�r =� tD 7 m m W O n j 0 Q, p7 N W - tQ 133 - - m r 1 0 n - - ❑H 11 0 W p N CO S m —_:F av o� II 1 �— 1 r. CAD CD O - �� _ �- L— z O ♦l `I '1 Cp o .-� m ♦y. N O -^��i m 14 W n N N p) O N O I l o CND �- znn m z CD CND m ` ^onm IN C2 xo�� 1 D 0 to O O x tNmm? c Zoo I � 00 � � O CD r h iTI� CD n d0 ` zoo NCQ �zSi o r ♦ — — Aw N z O O CD to O .s Q iv CDCD p N Q I 50' �N czi 35' $ 85' —1 m czi 25' 50' CA (p 75' co :Y ...... 0) C) 0 � C7 o N rn cn � Qom Coo o Y ' 4 � f Co r 1 l'UG,,' , \, co 0 N a o n rn 0- c�zm� n➢pn mC� ➢p�.{T1 V � �`` � �;. czir"a q�mm n oo�O �a�c�a NbOmzl� CD D DS V• O N ` ➢ %, 0 / p.3.nm A pt t/� ou om��^tn m Nrczi It o 2d�� OUZ N Zo o z$>.. -<F O of C- -'� m m m ➢F f moomim - 4 z, LO �f 0 12 o T f J fCDd4 s s as, m r R 4r 0 I 1 'l f __ r " - OA Jj LLJ Iva { 5 1 L !* S k + s 1 II M- 0 { LLI i 4v ET Y + T �� • �1 + Y - r z 0 z # R+ 1 LLI t r L ^ca LL co cU cz J z CL ,O ^M N 4--+ 4--+ �.� 0 .� _ J � . . IF • � � �� , - � / - ■ � ��'� _ e � . r � ■ •� ■ ■_ � � . - � � � ! � . ] h 1 r N O � 0 PON* t 4 • i i I ' .., , ��s N '� , � ^ . _� N O � 1 O ..� O + ' ��I `—' � ICI 1 N - M O � O O I N � I � - 0 � po 1 # r i U) a� c W 0- cz c c� m �U F 1� �F i N O � � Q M •ICI EXHIBIT D SCHEDULE OF PERFORMANCE ITEM OF PERFORMANCE TIME FOR REFERENCE PERFORMANCE 1. [INTENTIONALLY LEFT BLANK] 2. Effective Date of this Agreement. 30 days following City 1.1.15 Council's second reading and adoption of ordinance approving Agreement 3. Developer prepares and submits to Within 120 days of City 3A City working drawings Council's second reading and specifications and engineering, the adoption of ordinance approving City commences approval process. Agreement i i 4. City to approve all construction and Within 30 days of City's receipt engineering drawings and of Developer's construction specifications with a plan check drawings and specifications j approval, and issue a building addressing all of City's pen-nit and an electrical permit. comments. City agrees to any necessary building or electrical permits needed for Developer to acquire the Caltrans approvals. Developer agrees not to commence construction until it receives the applicable Caltrans approvals. 5. Developer to provide copy of Prior to commencing any 3.3, 3.4 Caltrans approval to City. inspections and work on the Development. 1030199.07/1.A -30- 297944-00207/5-31-17/tbm/s ne ITEM OF PERFORMANCE TIME FOR REFERENCE PERFORMANCE 6. Developer to submit proof of Prior to commencing any 6.1.2 insurance to City. inspections and work on the Development 7. Developer obtains unfinalled Prior to commencing work on 2.6.1 versions of the Final Permits and the Development provides notice to City of same. 8. Developer pays City first March 31 after Commencement 2.6.1 and 2.6.2 installment of Development Fee or Date Alternative Fee, if applicable, if Developer receives Final Permits 9. Developer pays City second March 31, two years after 2.6 installment and subsequent annual Commencement Date, and installments of the Development continuing throughout the Tenn. Fee if Developer receives Final Each payment occurring by r Permits. March 31 of the year following the payment year of operation i during the Term 1 10. Developer pays the Alternative Fee Within 90 days of the end of 2.7 if in excess of the Development each calendar year of the Term Fee. I It is understood that this Schedule of Perfonnance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete ! description in the text; in the event of any conflict or inconsistency between this Schedule of Perfonnance and the text of the Agreement, the Agreement shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Developer and the City. 1030199.07J A 297944-00207/5-31-17/tbm/sne -31- i Notwithstanding any extension of the Term in the manner described herein, and subject to the provisions of Section 3.5 of the Agreement, the City Administrator shall have the authority to approve extensions of time set forth in this Schedule of Performance without action of the City Council, not to exceed a cumulative total of 180 days. r i j I i I i 1 I I I I, I I 1030199.074 A _3�_ 2 9 79 44-002 07/5-3 1-1 7/Lbm/s ne EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Developer and Owner certify and represent that, during the performance of this Agreement, Developer and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Developer and Owner further certify that they will not maintain any segregated facilities. B. Developer and Owner agree that they shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Developer or Owner, state that they are `Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry,handicap, sex or age. C. Developer and Owner agree that they shall, if requested to do so by the City, certify that they have not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Developer and Owner agree to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. I i i i 1030199,07/1,A 297944-00207/5-31-17/(bm/sne -3 3- i I j i ,aA L., RECEIVED JUN 15 2017 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino Jr., City Administrator cflil:� Originator: Diana Figueroa,Administrative Analyst RE: Appointment of Eligible Individuals to Serve on the Vernon CommUNITY Fund Grant Committee Recommendation A. Find that the appointment of eligible individuals to serve on the Vernon CommUNITY Fund Grant Committee is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative action 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. Appoint a current City Council Member to serve on the Vernon CommUNITY Fund Grant Committee in a City Council Seat with a term of July 1, 2017 to June 30, 2019; and C. Appoint an eligible individual to serve on the Vernon CommUNITY Fund Grant Committee in a Legislative Representative Seat with a term of July 1, 2017 to June 30, 2019; and D. Appoint an eligible individual to serve on the Vernon CommUNITY Fund Grant Committee in Vernon Area Representative Seat No. 2 with a term of July 1, 2017 to June 30, 2019; and E. Appoint an eligible individual to serve on the Vernon CommUNITY Fund Grant Committee in Vernon Area Representative Seat No. 3 with a term of July 1, 2017 to June 30, 2019. Background The Vernon CommUNITY Fund ("VCF") was established to provide grants that benefit the Vernon community to charitable and governmental entities for projects in the "Vernon Area," which includes the cities of Vernon, Maywood, Bell, Huntington Park, and Commerce, the area within the City of Los Angeles known as Boyle Heights, and the unincorporated area known as Page 1 of 3 East Los Angeles. The Vernon CommUNITY Fund is the fulfillment of one of the key elements of the City's good governance reforms. On February 4, 2014 the City Council adopted Ordinance No. 1218 and established the Vernon CommUNITY Fund Grant Committee ("Committee") to provide basic guidelines and operational procedures for the review of grant applications and award of grants from the VCF. The Committee is comprised of seven members and must include: One (1) person who represents an owner or operator of a business located in Vernon; two (2) persons representing members of the California Legislature with districts that include at least a portion of the Vernon Area; three (3) persons that reside or work in the Vernon Area; and one (1) current member of the Vernon City Council. Terms for Committee members are for a period of two years (July 1 to June 30). On June 30, 2017, terms for four of the seats on the Committee will expire and need to be filled. Pursuant to Section 2.158 of the Vernon Municipal Code, Committee members shall be appointed by the City Council. Staff has publicized the upcoming vacancies and has placed the appointment of eligible individuals for each of these seats on the agenda for the June 20, 2017 City Council meeting. The City Council is expected to make appointments to fill one upcoming vacancy in the City Council Seat, one upcoming vacancy in the Legislative Representative Seat, and two upcoming vacancies for Vernon Area Representative Seat No. 2 and No.3. Le islative Representative Seat On or about June 2, 2016, City staff e-mailed an announcement and corresponding application form to the district offices of members of the California Legislature whose districts include at least a portion of the Vernon Area. The announcement and application are included as attachments to this staff report (Attachment 1). As of the application deadline, one completed application was received. The completed application from the individual listed below is included as an attachment to this staff report (Attachment 2). Information that may be personal has been redacted from the application. 1. Julia Svetlana Juarez — District Director to Senator Ricardo Lara, who represents the 33rd Senate District, which includes portions of the Vernon Area. The City Council must appoint one individual to serve in the Legislative Representative Seat. City staff recommends the Council appoint the candidate presented above in this staff report, as she has expressed an interest to continue to serve on the Committee. Ms. Juarez is currently serving an unexpired term for the Legislative Representative Seat and the term for this seat will expire June 30, 2017. Vernon Area Representative Seats On or about May 15, 2017, City staff mailed an announcement and corresponding application form to all residents and the owners and/or operators of all businesses located in Vernon (an interest form is also available on the City's website). The announcement and corresponding application are included as attachments to this staff report(Attachment 3). As of the application deadline, eight completed applications were received. One application was received after the application deadline and has not been included for consideration. The eight Page 2 of 3 remaining completed applications received by the deadline are included as attachments to this staff report (Attachment 4). Information that may be personal has been redacted from the applications. The names of the individuals and their affiliation with the Vernon area are listed below: 1. Peter Bacci—Vernon property owner 2. Steven Froberg—Resident 3. Michael Gavina—Purchasing Director, Gavina& Sons, Inc. 4. Rafael Gonzalez—Director of Community Relations for First 5 LA 5. Alex Han—CEO/President of INSX b. Carol Menke—Resident 7. Duncan Sachdeva—VP of Singh Impex, Inc. 8. Susanna Ybarra—Resident The City Council must appoint two individuals to serve in each of the Vernon Area Representative Seats. City staff recommends the Council make such appointment from among the eight candidates presented above in this staff report, as each has expressed an interest to serve on the Committee. The term for each seat will expire June 30, 2019. Next Stens The Vernon CommUNITY Fund Grant Committee meets quarterly at 10:00am on the third Wednesday in the months of February, May, August and November. Upon the City Council's appointment of new Committee members, the City Clerk will administer Oaths of Office as necessary, prior to their participation in a Vernon CommUNITY Fund Grant Committee meeting. City staff will also schedule an orientation and/or training session as required or appropriate. Fiscal Impact There is no cost associated with the appointment of individuals to serve on the Vernon CommUNITY Fund Grant Committee. Attachments) 1. Announcement to Legislative Representatives and Prospective Committee Member Interest Form dated May 24, 2017 2. One Completed Interest Form for the Vernon Area Legislative Representative Seat 3. Announcement to Individuals that Reside or Work in the Vernon Area and Prospective Committee Member Interest Form dated May 15, 2017 4. Eight Completed Interest Forms for the Vernon Area Representative Seat Page 3 of 3 of r CITY ADNIDVLSTRATTON 4305 Santa Fe Avenue,Vernon,California 900558 Telephone(323)58.3-8811 May 24, 2017 TO: Representatives from the California Legislature within the Vernon Area SUBJECT: Seeking Interested California Legislature Representatives within the Vernon Area to Serve on the Vernon CommUNITY Fund Grant Committee Back around: The Vernon CommUNITY Fund ("VCF") was established to provide grants that benefit the Vernon community to charitable and governmental entities for projects in the "Vernon Area," which includes the cities of Vernon, Maywood, Bell, Huntington Park, and Commerce, the area within the City of Los Angeles known as Boyle Heights, and the unincorporated area known as East Los Angeles. The Vernon CommUNITY Fund is the fulfillment of one of the key elements of the City's good governance reforms. The reforms called for the creation of an environmental and community benefit fund and an independent board to award grants to qualified applicants. Composition and Terms_ The Committee is comprised of seven members and must include: one (1) person who represents an owner or operator of a business located in Vernon; two (2) persons representing members of the California Legislature with districts that include at least a portion of the Vernon Area; three (3) persons that reside or work in the Vernon Area; and one (1) current member of the Vernon City Council. Terms for Grant Committee appointees are for a period of two years(July I to June 30). No appointee shall serve more than three (3)consecutive terms. Invitation to Apply: The City seeks to fill an upcoming vacancy in the Grant Committee seat represented by a person representing a member of the California Legislature within the Vernon area and encourages all qualified individuals to apply. Those with an interest in good government and experience in philanthropic activities are especially needed to devote time to this important public body. The Grant Committee is subject to state open meeting laws and regulations related to good government such as the Ralph M. Brown Act and the Political Reform Act. Appointees will be required to submit Statements of Economic Interests(Form 700s)annually. For more information on the Grant Committee and related responsibilities, please refer to Sections 2.155 through 2.169 of the Vernon City Code available on the City's website (www.cityofvernon.org). To be considered for appointment to the Vernon CommUNITY Fund Grant Committee, please completed and submit the attached form by June 8,2017. Ex,cfusively Industrial v SOS susir)ess On C li VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 24, 2017 California Legislative (Vernon Area) Seat Name; District Representation: Title: Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): NOTE: By signing below, you affirm that you are a representative from the California Legislature within the Vernon area. Signature: NOTE: Please submit completed form by Thursday, June 8 2017 at 5:30 p.m. Mail form to: City Administrator's Office,4305 Santa Fe Avenue,Vernon, CA 90058—Attn: Diana Figueroa Email form to: dficiueroa@ci.vemon.ca.us City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058—Telephone(323)583-8811 07 -) BAN Fun (► '� .k- ( i3usineas VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 24, 2017 California Legislative (Vernon Area) Seat Name: Julia Svetlana Juarez District Representation: 33rd Senate District- Senator Ricardo Lara Title: District Director Address Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): More than 20 years.wo,king with local leaders, nonprofit organizations and businesses in the Southeast Los Angeles cities represeriteg in the 33rd Senate D.stricl and the Vernon QgmLINITY Fund_ Prior ex efience include South California Regional Director Hisoamc Scholar hi Fund. Currently serving as Board Member for the Lynwood Education Foundation. NOTE: By signing below, you affirm that you are a representative from the California Legislature ' hin the on area. ignattrr NOTE: easo sujVer.njj form by Thursday, J Wle 8, 2017 at 5:30 p.m. Mail form to: `J City Administrator's Office,4305 Santa Fe Avenue,Vernon,CA 90058-Attn: Diana Figueroa Email form to: dfioueroa,a(2cimernon.ca.us City of Vernon,4305 Santa Fe Avenue, Vernon, Califomia 90058-Telephone(323)583-8811 � � . et or CTFY ADMAVISTRATION 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 May 15, 2017 TO: Individuals that Reside or Work in the Vernon Area *HR Department—please distribute this communication to all employees SUBJECT: Seeking Interested Individuals that Reside or Work in the Vernon Area to Serve on the Vernon CommUNITY Fund Grant Committee Background: The Vernon CommUNITY Fund ("VCF") was established to provide grants that benefit the Vernon community to charitable and governmental entities for projects in the "Vernon Area," which includes the cities of Vernon, Maywood, Bell, Huntington Park, and Commerce, the area within the City of Los Angeles known as Boyle Heights, and the unincorporated area known as East Los Angeles. The Vernon CommUNITY Fund is the fulfillment of one of the key elements of the City's good governance reforms. The reforms called for the creation of an environmental and community benefit fund and an independent board to award grants to qualified applicants. Composition and Terms: The Committee is comprised of seven members and must include: One (1) person who represents an owner or operator of a business located in Vernon; two (2) persons representing members of the California Legislature with districts that include at least a portion of the Vernon Area; three (3) persons that reside or work in the Vernon Area; and one (1) current member of the Vernon City Council. Terms for Grant Committee appointees are for a period of two years(July I to June 30). No appointee shall serve more than three (3)consecutive terms. Invitation to Apply: The two seats listed below are open for appointment. The City seeks individuals that reside or work in the Vernon area and encourages all qualified individuals to apply. Those with an interest in good government and experience in philanthropic activities are especially needed to devote time to this important public body. The Grant Committee is subject to state open meeting laws and regulations related to good government such as the Ralph M. Brown Act and the Political Reform Act. Appointees will be required to submit Statements of Economic Interests(Form 700s)annually. ■ Vernon Area Representative No.2 ■ Vernon Area Representative No.3 For more information on the Grant Committee and related responsibilities, please refer to Sections 2.155 through 2.169 of the Vernon City Code available on the City's website (www.cit ofvernon.or ). To be considered for appointment to the Vernon CommLNITY Fund Grant Committee,please complete and submit the form on the reverse side of this letter by June 1,2017. E#fusivefy industrutf ,I 5 Fund CIA Busines, VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) Name: Business Name cif applicable):_ Title: Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit completed form by ThursdaV, June 1 2017 at 5:30 p.m. Mail form to: City Administrator's Office,4305 Santa Fe Avenue, Vernon, CA 90058-Attn: Diana Figueroa Email form to: dfiaueroa fti.vernon.ca.us City of Vernon,4305 Santa Fe Avenue,Vemon, California 90058-Telephone (323)583-8811 iq 10 Funs �� Bus rieft n CO '�� VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) Name: -oo9 • /j/+sr e—e—.' Business Name(ifawkabie): ' Title: Vemon Address: r Email: Phone: Quaiiftations and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): --e 40-e .c— d^yr r0 v-e A414 cr e` I`iC f v 7.oq& 1*2D, .ram 4.w-- VW G Gffi AW'* v i,yd er Ale— NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit completed farm by Thursday. June 1, 2017 at 5:30 13.m. Mail form to: City Administrator's Office,4305 Santa Fe Avenue,Vernon, CA 90058-Attn: Diana Figueroa Email form to: dfigueroafci.wmon.caus City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058-Telephone(323)583-881 RE CEIVED FunaF JUN 0 ' 2017 � Busine CITY ADMINISTRATION hOO O ,ae-0 I VERNON COMMUNITY FUND GRANT COMMITTEE I Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) Name: _S-�`e►�� fib« Business Name (ifavdcaw: _ Title: Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): I 10 Cr ` rtRAreb , ,r NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit completed form by Thursday, June 1 2017 at 5:30 p.m. Mail form to: City Administrator's Office, 4305 Santa Fe Avenue, Vernon, CA 90058-Attn: Diana Figueroa Email fort to: dfisiueroa0ci.vernon.ca.us City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058-Telephone(323)583-8811 a , . 14Fund gusiness On CO VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member interest Form May 15, 2017 Vernon Area Representative Seat ,� ,�,y f(individuals that Reside or Work in the Vemon Area) NarrIe. ic. YL}L L YF of Business Name (ifappiicabie): Er _ --,o, a., Title: r Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit com leted form by Thursday, June 1 2017 at 5:30 p.m. Mail form to: City Admire stratorrs Office,4305 Santa Fe Avenue,Vernon,CA 90058-Attn: Diana Figueroa Email form to: dflaueroafci.vernon.ca.us City of Vemon,4305 Santa Fe Avenue, Vernon,California 90058-Telephone(323)583-8811 1-?6117 Fund Business VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) Name: Business Name (d apprKablel: Title: Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): It would be a privilege for me to continue my service on the Vernon CommUNITY Fund. As the Fund and City of Vernon has seen over the past two years, I bring a unique lens to the committee that integrates my many years and experience working in government,nonprofits and philanthropy. I believe together with the commitment of the City of Vernon through its Vernon CommUNITY Fund,this committee will have a deep and meaningful impact on the people and communities in the Vernon area. NOTE: By signing below, you affirm that you are an individual that resides or works In the Vemon area. Signature: NOTE: Please subm omplate orm w Thursday. June 1, 2D17 at 5:30 a.m. ]Mail form to: City Administrator's Office,4305 Santa Fe Avenue,Vernon, CA 90050—Attn: Diana Figueroa Email form to: dflaueroatfficl.vernon.ca.us City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058—Telephone(323)583-8811 /3aj/7 { Funs Busineft VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) Name: LF--x Business Name (ifawicable): Vernon Address: Email: Phon Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit completed form by Thursday, June 1 2017 at 5:30 p.m. Mail form to: City Administrator's Office,4305 Santa Fe Avenue, Vernon, CA 90058—Attn: Diana Figueroa Email form to: dfigueroaDoi.vernan.caus City of Vernon,4305 Santa Fe Avenue,Vernon,California 90058-Telephone(323)583.8811 "C- 'i0 15/2,1 %7 _ RECEIVED { w JUN 01 2017 Funcf CiTY ADMINISTRATION eusines, 'hon C0011 'e VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (individuals that Reside or Work in the Vernon Area) Name: Business Name (If app k*le): Title: Vernon Address: Email: Phone: _ Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet if necessary): ti NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit completed form by Thursday, June 1, 2017 at 5:30 p.m. Mail form to: City Administrator's Office,4305 Santa Fe Avenue, Vernon, CA 90058-Attn: Diana Figueroa Email form to: dflaUff9giftimeman.caus City of Vernon,4305 Santa Fe Avenue,Vemon,California 90058-Telephone(323)583-8811 Attachment—Qualifications and reasons for interest in serving on the Grant committee: I live by the saying "if you're not part of the solution, you're part of the problem" and I know that I want to be a part of Vernon's future success. I believe that serving on Vernon's CommUNITY Fund Grant Committee would be the perfect fit. Our move into the City of Vernon came with a rare opportunity to experience and participate in the full force of democracy at the local level and to realize what mountains can be moved when a community comes together. As we began our tenancy in the city of Vernon I was afforded the opportunity to travel to Sacramento where we plead our case to our lawmakers that Vernon was worthy of being saved from disincorporation.They responded unequivocally that Vernon couldn't and shouldn't be saved. Fortunately, we wouldn't take no as an answer and because of that resolve we remain. Over the years, practicing"Good Governance"we have a City we can be proud of and I would be honored to once again serve the City, this time as a Grant Committee Member. As for my qualifications, I have had the personal honor of receiving a grant from the AQMD in their Replace My hide Program. Additionally, I received a Juris Doctor from Western State University,College of Law and I feel that my legal education and the mindset it created would serve useful as a Committee Member. Please cpntq;t me if you regpire anything further. Thanking you in advance for your Consideration of my application. F ungf Business n Corr% VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) Name: �W CA X S,4CY1W xk Business Name (Kaavk�we): 51AI�H IMW VC. Title; Vernon Address: Email: Phone: Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional the t if necessay� &9i_ add �ilf�' i WK • r �, der i � NOTE: By signing below, you affirm that you are an individual that resides or works in the Vemon area. MOW Signature: NOTE: Please submit completed form by_Thursday, June 1, 2017 at 5:30 o.m, Mail form to: City Administrator's Office,4305 Santa Fe Avenue,Vernon,CA 90056-Attn: Diana Figueroa Email form to: dfinuer+oaff1d.vwrion.cams City of Vemon,4305 Santa Fe Avenue,Vernon,California 90058-Telephone(323)50M11 �� `O �- Fund et Busir:eft n c w�a (e VERNON COMMUNITY FUND GRANT COMMITTEE Prospective Grant Committee Member Interest Form May 15, 2017 Vernon Area Representative Seat (Individuals that Reside or Work in the Vernon Area) f Name_ Business Name i,f spoimwey _ Title: Vernon Address: Email: Phone: INEEN-- Qualifications and Reasons for Interest in Serving on the Grant Committee (attach additional sheet I necessary): NOTE: By signing below, you affirm that you are an individual that resides or works in the Vernon area. Signature: NOTE: Please submit completed form by Thursday, June 1, 2017 at 5:30 p.m. Mall form to: City Administrator's Office,4305 Santa Fe Avenue,Vernon, CA 90056-Attn: Diana Figueroa Email form to: dflaueros".vemon.ca.us City of Vernory 4305 Santa Fe Avenue,Vernon.CaWarnia 90050-Telephone(323)50,-W11 Vernon Community Fund Grant Committee Prospective Grant Committee Member Interest Form Susie Ybarra—Resident Attachment I am interested in being a member of the Vernon Community Fund Grant Committee and ask that you consider me for the open seat. 1 have been a resident in the City of Vernon over 40 years and participated in saving Vernon from being dissolved in 2011. 1 know the importance of the Vernon Community Fund and continued execution of the Good Neighbor Program with our surrounding cities. Since Aug 29, 2011,when the senate voted no to AB 46, our family made a commitment to be more active in I our community. What has raised my interest in this committee is my deep desire to serve the City, it is my home. I have recently retired from a financial institution as a Senior Vice President and I am a licensed Project Manager Professional (PMP) which has provided me experience on planning and execution of new products and services. I have had various managers and leadership positions with a Master's of Arts in Management (MAOM), and have volunteered and encourage our family members to support Vernon and surrounding community. My only limitation is that I care for a toddler and elementary school grandchildren which begins at 12:30 pm daily, so I can only attend morning meetings. I f RECEIVED 'JUN �. �� 2017 � �� : JUN 12 2017 cITy CLERK'S OFFICE CITY ADMINISTRATION STAFF REPORT � - ► ��7 C�- CITY ATTORNEY'S OFFICE DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Hema Patel, City Attorney -�� - RE: A Resolution approving the general form of documents pursuant to Article IV of Chapter 2, Section 2.17.34 of the Vernon Municipal Code. Recommendation A. Find that approval of the forms of contract and of related documents in this staff report is exempt from California Environmental Quality Act ("CEQA") review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378; and B. Adopt the attached Resolution approving the general form of documents pursuant to Article IV of Chapter 2, Section 2.17.34 of the Vernon Municipal Code. Background The Proposed Form Contracts Presented to the City Council Support the Recommendations of Continued Good Governance Efforts. Senator Kevin De Leon's Critical Path Reforms and Independent Reform Monitor,John Van De Kamp's Reports both made substantial and detailed recommendations for Vernon's procurement practices. As the initial step in carrying out those recommendations,a Competitive Bidding and Purchasing Ordinance, Ordinance No. 1200, amending Article IV of Chapter 2, Sections 2.17 through 2.31, was adopted on December 18, 2012, and was amended by Ordinance No. 1221 on May 20, 2014, to make necessary changes to the City's purchasing system. The Ordinance established, among other things,an open and competitive process for service and personal services contracts. On February 5,2013,the City Council adopted Resolution No. 2013-23,approving the General Form of Personal Service Contracts, Types of Insurance and Indemnity, Purchase Order Contracts, Requests for Proposals and Attorney Services Contracts. i i On March 3,2015,the City Council adopted Resolution No. 2015-10, approving the notice inviting bids, bid form and project specifications, instructions to bidders and specifications and contract. In an effort to continually evaluate and improve City practices, staff has conducted a review of form documents used as part of its Competitive Bidding and Purchasing Ordinance,as well as introduced several new form documents to address and minimize City liability. The City Attorney's Office has recommended the approval of the form documents outlined below in order to reflect changes in current law or procedure,and/or best practices. Title and Summary of Documents to Be Approved by the Attached Resolution All of the documents to be considered for approval are attached to the Resolution. The documents are as follows: 1. Added Facilities Agreement. The purpose of this agreement between the City and a Vernon Public Utilities customer is to add facilities (e.g., transformers, metering equipment, poles, wires, cables, etc.) for the benefit of the customer wishing to expand operations and increase electricity usage within the City. Under the Added Facilities Agreement, the City provides the design, engineering, procurement, construction, installation, ownership, and maintenance of the added facilities, and the customer pays for the City's services with respect to the added facilities. 2. City of Vernon Hold Harmless and Indemnification Agreement—Use of City Property. This form agreement was developed to protect the City from risk of liability in the case of injury to a third party while such third party is using City property. 3. City of Vernon Indemnification and Hold Harmless Agreement—City Property and Events. This form agreement was developed to protect the City from risk of liability in the case of injury to a third party while such third party has physically entered upon City property during a tour or event. 4. Deed of Gift. This form agreement was developed for use between the City, as donor, and a third party (usually another municipal agency), as donee, establishes the rights and responsibilities of the parties with respect to City-owned property which the City seeks to donate. 5. Insurance Requirements. The standard provisions of the services agreement shift liability,to the maximum extent possible, to the contractor. This is the standard contract provision which will be in place in 95% or more of Vernon's services agreements. There are exceptions to this practice, only when either required by law, or when the shifting of liability is not commercially reasonable. Different"types" of insurance provisions have been developed, and will be used only on approval of the City Administrator, based primarily on recommendation of the Finance Department and the issuing Department. The insurance requirements were updated to reflect current law and/or City procedures and best practices, including the addition of general liability and automobile liability subrogation provisions. Type I (City Risk Transfers to Contractor): This is the "default"provision which is 3 automatically in place unless approval is granted. It shifts all liability, in a commercially i - 2 - E reasonable fashion, to the Contractor. This provision should be used in 95% or more of service agreements. Type II (No Transfer of Risk): This provision does not transfer risk and only as allocated by a court of law. Insurance is not required, except as to automobile liability and workers' compensation. An example of the type of contract in which this would be used is one in which there is no work on site and no liability exposure to Vernon from the work. Type III (Contractor Risk Transfers to City): This provision requires the City to assume the risk of the Contractor. The Contractor is an independent contractor and is not, nor are any subcontractors, eligible for workers compensation benefits under the City's coverage. It would be used in those few situations where the Contractor is performing duties usually performed by a City employee for a short period of time. Type IV (Contractors Who Control City Property): This provision transfers risk to a Contractor who is in control of City property and requires the Contractor to assume the risks to the same level as if it were the owner of the property. Type V (Design Professional Type Services): This provision complies with Civil Code Section 2782.8, and applies to Engineers and all design professionals. Civil Code Section 2782.8, states the following, in pertinent part, "[indemnity provisions] that that purport to indemnify, including the duty and the cost to defend, the public agency by a design professional against liability for claims against the public agency, are unenforceable, except for claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional." 6. Labor and Materials Contract. This form document was developed for procuring labor and materials for Vernon public works projects. The specific work, or deal points, of each agreement will be defined by the terms of the notice inviting bids, detailed specifications, the work program provided by the contractor, or similar attachment. These terms, which will vary from agreement to agreement, will specify the deliverables, time frame and basis for compensation. 7. Master Power Purchase and Sale Agreement Confirmation Letter. This form letter agreement, governed by the Western Systems Power Pool (WSPP) Agreement(to which the City is a party), was developed to confirm the purchase and sale of resource adequacy capacity product. This confirmation letter is standard for the industry. 8. Notice Invitin Bids ids (for Equipment Purchases). This form document was developed for use in the Competitive Bidding process for equipment purchases,which is the"default" procurement process meant to award contracts to the most responsive and responsible bidder in a response to a published notice inviting bids. i 9. Notice Inviting Bids Packet. The proposed form document includes the bid form,project specifications,instructions to bidders,and contract,and serves as the basis for various types of contracting activity within the City that require either approval by City Council,the City jAdministrator, or the Finance Director in adherence to the dollar thresholds established in the Competitive Bidding and Purchasing Ordinance. These form documents are used in the Competitive Bidding process,which is the"default"procurement process meant to award contracts to the most - 3 - responsive and responsible bidder in response to a published notice inviting bids. The form documents were updated to reflect current law and/or City procedures and best practices. 10. Purchase Order/Contract Terms and Conditions (for Goods). These are the model Purchase Order/Contract Terms and Conditions to be used, generally, for procurement of all goods less than ($25,000). At times, it will be issued for amounts greater than$25,000, as an administrative convenience, but only when the other requirements of the Competitive Bidding and Purchasing Ordinance are met. The form document was updated to reflect current law and/or City procedures and best practices. 11. Purchase Order/Contract Terms and Conditions (for Services). These are the model Purchase Order/Contract Terms and Conditions to be used, generally, for procurement of all services less than ($25,000). The form document was updated to reflect current law and/or City procedures and best practices. 12. Request for Information. This form document was developed for use when the City is analyzing a specific project or goal, and seeks information about the capabilities of various suppliers/contractors. 13. Request for Proposals. This is the model Request for Proposals to be used for procuring services for Vernon under the Competitive Selection process. Competitive Selection means awarding a contract based upon weighted selection factors which include qualifications and price, where the award does not have to be to the lowest price proposer. The form document was updated to reflect current law and/or City procedures and best practices. 14. Services Agreement. This is the model agreement to be used for procuring services for Vernon. The form of agreement provides the same framework and "boilerplate" for all of Vernon's services agreements. The specific work, or deal points, of each agreement will be defined by the terms of the request for proposal, detailed specifications, the work program provided by the contractor, or similar attachment. These terms, which will vary from agreement to agreement, will specify the deliverables, time frame and basis for compensation. The form document was updated to reflect current law and/or City procedures and best practices. 15. Telecom Master Encroachment Agreement. This form document was developed to provide a comprehensive framework for wireless telecommunications companies to install their facilities (e.g., antennas, poles, etc.) in the City's public right-of-way and, among other things, governs the parties' rights and responsibilities with respect to removal, relocation and abandonment of facilities. Wireless telecom companies must still apply for and obtain an encroachment permit for each facilities installation in the City's public right-of-way. Fiscal Impact There is no direct fiscal impact as a result of adopting the general form documents. Standardizing documents and processes will sustain efficiencies that work to the financial benefit of Vernon over time. Attachment(s) 1. Proposed Resolution i - 4 - I RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING THE GENERAL FORM OF DOCUMENTS PURSUANT TO ARTICLE IV OF CHAPTER 2 , SECTION 2 . 17 . 34 OF THE VERNON MUNICIPAL CODE WHEREAS, the City of Vernon (the "City" ) , is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California; and WHEREAS, ensuring the continuance of an open and transparent purchasing and contracting process serves the interests of all of Vernon' s stakeholders and constituencies, including its individual , corporate and business residents, as well as labor organizations and workers within Vernon, all of whom deserve the highest quality of municipal services; and WHEREAS, on December 18, 2012, the City Council of the City of Vernon adopted Ordinance No. 1200, as amended by Ordinance No. 1221 on May 20, 2014 , amending Article IV of Chapter 2 , Sections 2 . 17 through 2 . 31, to make necessary changes to the City' s purchasing i system in order to create the foundation for an open and transparent, competitive bidding and purchasing process; and WHEREAS, Article IV of Chapter 2 , Section 2 . 17 . 34 provides that the City Council shall approve, by Resolution, the general forms of agreements, purchase order/contract, terms and conditions for goods F and services, notice inviting bids and request for proposals for use in City purchasing; and 4 WHEREAS, on February 5, 2013, the City Council of the City of Vernon adopted Resolution No. 2013-23, approving the General Form of Personal Service Contracts, Types of Insurance and Indemnity, Purchase Order Contracts, Requests for Proposals and Attorney Services Contracts; and WHEREAS, on March 3 , 2015, the City Council of Vernon adopted Resolution No. 2015-10, approving the notice inviting bids, bid form and project specifications, instructions to bidders and specifications and contract; and WHEREAS, by memorandum dated June 20, 2017, the City Attorney has recommended the approval of the general form documents, as well as the additional of several new forms, in order to update changes in current law or procedure and for use in City contracting; and WHEREAS, the City Council of the City of Vernon desires to approve the general form documents . 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. a SECTION 2 : The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA) , because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378 . SECTION 3 : The City Council of the City of Vernon hereby approves and adopts the general form documents for use in City 3 purchasing as attached hereto as the following Exhibits : A. Added Facilities Agreement. B. City of Vernon Hold Harmless and Indemnification Agreement - Use of City Property. i 2 - 9 C. City of Vernon Indemnification and Hold Harmless Agreement - City Property Tours and Events . D. Deed of Gift. E. Insurance Requirements . F. Labor and Materials Contract . G. Master Power Purchase and Sale Agreement Confirmation Letter. H. Notice Inviting Bids (for Equipment Purchases) . I . Notice Inviting Bids Packet. J. Purchase Order/Contract Terms and Conditions (for Goods) . K. Purchase Order/Contract Terms and Conditions (for Services) . L. Request for Information. M. Request for Proposals . N. Services Agreement . 0. Telecom Master Encroachment Agreement . SECTION 4 : The City Council of the City of Vernon hereby authorizes and empowers the City Attorney to make whatever administrative and non-material changes to the approved documents, as are necessary from time-to-time in order to carry out the intent of this Resolution. SECTION 5 : All resolutions or parts of resolutions, specifically Resolution Nos . 2013-23 and 2015-10, not consistent with or in conflict with this resolution are hereby repealed. - 3 - i 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 20th day of June, 2017 . Name: Title: Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney i i i { i - 4 - i I 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, June 20, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2017, at Vernon, California. i City Clerk / Deputy City Clerk (SEAL) i 1 I I - 5 - i 1 1 i j i t i { 'd j i f i 1 i i a EXHIBIT A { THE CITY OF VERNON ADDED FACILITIES AGREEMENT (SELECT ONE: CITY/CUSTOMER/ FINANCED) 1. PARTIES: The Parties to this Added Facilities Agreement("Agreement") are [name], a [state of incorporation] corporation ("Customer") and the City of Vernon, a California charter City and California municipal corporation("City"), hereinafter referred to individually as "Party" and collectively as "Parties." 2. RECITALS: 2.1 Prior to entry into this Agreement, City has provided or will provide electric service to Customer pursuant to that certain application submitted by Customer on or about [date] ("Application"). The Parties desire to enter into the instant Agreement with respect to additional or new electric service delivery to the property located at [address], Vernon, California(the "Property"). 2.2 Customer wishes to [brief description of services Customer desires. E.g. "consolidate the monthly usages of the new service with another main service into a single point of delivery metered at 16KV. Both services will be served from the same primary 16KV wireline entering the western portion of the Property."] 2.3 Parties agree that, subject to the terms of this Agreement, City shall provide the design, engineering,procurement, construction, installation, ownership, and maintenance of the electric facilities described in Exhibit A (hereinafter referred to as the "Added Facilities"), the cost of which shall be borne by Customer,pursuant to the payment terms set forth in Exhibit B. 3. AGREEMENT: Parties agree to the terms and conditions set forth herein, including Exhibits A through C attached hereto and incorporated herein. 4. EFFECTIVE DATE AND TERM: 4.1 This Agreement shall be effective and binding upon execution by the Parties and approval by the City Council of the City of Vernon. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to have the Added Facilities installed and operational such that electric service under the Agreement may begin by [date]. 4.2 This Agreement shall continue in effect until Customer gives notice of termination of service in accordance with Vernon's Rules for Electric Service (as amended, the"Electric 1 Service Rules"), or this Agreement is terminated by City due to an Event of Default by a Customer or otherwise; provided, however, that if this Agreement is terminated, all unpaid Added Facilities Monthly Charges due through the date of termination, and the Termination Fee, as described in Appendix 1 of Exhibit B, must be paid in full prior to the effective date of termination of this Agreement. No election to terminate this i i i Agreement shall be effective unless and until such costs, including the Termination Fee, as described in Appendix 1 of Exhibit B, 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 constructed as specified in Exhibit A attached hereto and incorporated herein by reference, which are being allocated for the Customer's use and benefit as Added Facilities as well as replacements or betterments associated therewith. 5.2 Added Facilities Installation Cost: All costs associated with the design, engineering, procurement, construction and installation of the Added Facilities. Added Facilities Installation Cost will be equal to such final amounts in Exhibit A, and shall be paid on a monthly basis as set forth in Exhibit B. 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. 5.5 Added Facilities Monthly Charge: The charge to Customer for Added Facilities that is payable monthly to City as outlined in Exhibit B. The Added Facilities Monthly Charge recovers the Added Facilities Installation Cost, replacement cost, and operations and maintenance cost. 5.6 Services: The design, engineering, procurement, construction, installation, ownership, operation and maintenance of the Added Facilities. 6. ADDED FACILITIES: i 6.1 City shall design, engineer, procure, construct, install, own, operate, and maintain the Added Facilities. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to install the Added Facilities so that they are fully operational by [date] (the "Commencement Date"), at which time, the charges outlined in Exhibit B will commence. Added Facilities shall at all times remain the property of City. 6.2 City shall commence performance of the design and construction of the Added Facilities '1 upon full execution of this Agreement and Customer's fulfillment of all conditions precedent set forth in Section 19 below. City shall complete the installation of the Added Facilities per Project Schedule, Exhibit C, after the effective date of this Agreement. However, City shall not be liable for any cost or damage incurred by Customer because of any delay in the completion of the installation of any Added Facilities. Should the 1 Added Facilities not be completed by the Commencement Date, the charges outlined in i 1 2 i Exhibit B shall be abated until such time as the Added Facilities are installed and operational. 6.3 City shall construct and maintain the Added Facilities diligently and 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. Additionally, and included in the Added Facilities Installation Cost outlined in Exhibit B, Customer shall have the exclusive right of use of the Added Facilities; provided, however, that if City, at its sole cost and expense, makes any improvements or additions to the Added Facilities beyond the scope of the Customer's plans and specifications as described in Exhibit A, then Customer's use of the Added Facilities shall be non- exclusive; provided, however, that City shall in all events be required to provide to the Customer the full use of the Added Facilities as originally constructed pursuant to the Customer's plans and specifications. Such improvements shall be reasonably coordinated with Customer prior to any such improvements made in order to avoid interruption of Customer's operations. 7. CHARGES: 7.1 Customer shall pay to City the charges outlined in and in accordance with Exhibit B as payment for all costs incurred by City for designing, engineering, procuring, constructing, installing, owning, operating, and maintaining the Added Facilities. 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 in a separate writing by the Parties at the time. 8. MODIFICATIONS OR REPLACEMENT OF ADDED FACILITIES: Whenever Added Facilities 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, unless the damage or equipment failure is caused by or due to action or inaction by the Customer, in which case the Customer shall be solely responsible for the entire cost of repair or replacement. Where an upgrade of Added Facilities is required for City's convenience or necessity, no increase shall be made in the investment amount for Added Facilities or the Added Facilities Installation Cost. City shall be responsible for all routine maintenance and repairs required to maintain the Added Facilities in good operating condition and shall make those capital expenditures (including capital repairs and replacements, as necessary)required to maintain the Added Facilities. 9. RIGHT-OF-WAY: Customer hereby 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. Customer agrees to provide right-of-way or easements of sufficient space to provide legal I clearance from all structures now or hereafter erected on Customer's Property for any { facilities of City. Concurrently with the execution of this Agreement, Customer will i i 3 I execute a recordable document evidencing the above described right of ingress and egress and right-of-way or easement, with the recordation costs to be borne by City. 10. BILLING AND PAYMENT: 10.1 City shall prepare and deliver monthly bills to Customer for the Added Facilities Monthly Charge. 10.2 The Customer shall pay City the charges outlined in Exhibit B concurrently with its electric service bills. Late charges will be applied pursuant to the City's Electric Service Rules. 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: [Name] [Address] Attn: Telephone: Email: Vernon: City of Vernon Public Utilities Department T Attn: General Manager 4305 Santa Fe Avenue Vernon, CA 90058 Copy to: City of Vernon City Attorney's Office Attn: City Attorney 4305 Santa Fe Avenue 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 shall be deemed given and received on the date of delivery or attempted delivery, if delivery is not accepted. 11. 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 e epidemic, war, riot terrorism civil disturbance a q � � p� , i I 4 I i 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: 12.1 Except to the extent of Vernon Public Utilities' 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 respective 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 or any failure of the Added Facilities to deliver electrical power or any defect in the Added Facilities, or explosion, fire, or steam released from the Added Facilities. 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-C, 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 3 are intended to be several and not joint or collective, and nothing contained in this 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. 3 1 33 3 5 I I 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: The 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: 19.1 By its execution of this Agreement, Customer agrees to pay all costs incurred by City for the design and construction of the Added Facilities according to the terms of this Agreement. If Customer terminates this Agreement in writing during the design and construction process, Customer shall be obligated to reimburse City for all costs incurred and committed to date, including, without limitation, costs of design and construction and { 6 { i i demolition and removal, which costs shall include costs of employees of Vernon and costs paid to or owed to third party vendors for any and all Services provided to date. 19.2 Prior to the date on which City provides electrical service, Customer shall have obtained and paid for all necessary local and state licenses and permits for operation of its business including Vernon building, electrical and mechanical permits, health permit, certificate of occupancy, business license, etc. 19.3 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 the licenses and permits described in Section 19.2 above. 20. EVENTS OF DEFAULT: Any default described herein that is not cured by the Customer within ten (10) days of delivery of notice of default shall constitute an"Event of Default"; provided, however, that such default shall not constitute an Event of Default if Customer commences to cure the default within such ten(10) day period and diligently prosecutes the cure to completion. 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." Upon demand by City following an Event of Default, Customer shall immediately pay all accrued and unpaid amounts of the Monthly Charges as of the date of termination and the Termination Fee, as described in Appendix 1 to Exhibit B, calculated as of the date of termination. Customer shall be given ten(10) days written notice of any Event of Default with a request that Customer cure said default. The termination of the obligations of City will not terminate the obligations of Customer until Customer has repaid City for any costs incurred pursuant to this Agreement. Each of the following shall constitute an Event of Default: 20.1 Customer relocates outside Vernon prior to the date on which the Added Facilities Installation Cost has been paid in full. 20.2 Customer breaches or defaults under any term, condition,provision, representation, or warranty in this Agreement, if that breach or default shall continue for ten(10) days after notice of the breach or default to Customer from Vernon Public Utilities. 20.3 Occurrence of any of the following: (i)the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a"debtor" as defined in 11 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); (iii)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 (iv)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 30 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 lthe remaining provisions. i 1 7 1 I i 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 Vernon Public Utilities, 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. 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. In the event of a conflict between this Agreement and any other rules or agreements issued by the City of Vernon governing the Added Facilities, this Agreement shall control. i 1 i 8 i 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. This Agreement is hereby executed as of[date]. THE CITY OF VERNON [CUSTOMER NAME] By: By: Name: Name: Title: Title: ATTEST: By: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: Hema Patel, City Attorney i j I i 9 j i EXHIBIT A ADDED FACILITIES PLANS AND SPECIFICATIONS Service Address: [Insert Address] Facilities [insert address] Total Added Facilities(1): Investment i I a. New Facilities $ b. Existing Facilities $ i c. Calculated Replacement Cost $ d. Total cost of Added Facilities $ (1) Labor: $ Equipment: $ Material: $ Total: $ [Insert diagram of added facilities if applicable] i 1 10 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. Added Facilities Monthly Rate (1) [SELECT ONE: 0.33% (Customer Financed)OR 1.00% (City Financed)] (multiplied by) Added Facilities Installation Cost(2) $ Added Facilities Monthly Charge $ (1) Pursuant to Rule 2.11 (2) Pursuant to Exhibit A to this Agreement i i { 1 i i i 11 i i APPENDIX I TO EXHIBIT B TERMINATION FEE If this Agreement is terminated for any reason, Customer shall pay City in full the Termination Fee calculated as set forth below: • Remaining principal balance of Added Facilities Installation Cost. • Plus: Cost of Upgrades made at Customer's request for Customer's convenience (if any). • Plus: Demolition and Removal cost(if applicable). • Plus: Other documented costs actually incurred by City (such as insurance, taxes, cancellation fees, etc., if any), i i 7 I i i i 1 12 l EXHIBIT C PROJECT SCHEDULE City Council Approval: [insert date] Construction Start Date: [insert date] Construction Completion date: [insert date] i I i 13 ,,, j� 1 yi�1 �� `,t `, ;, i `� City of Vernon Hold Harmless and Indemnification Agreement—Use of City Property This City of Vernon Hold Harmless and Indemnification Agreement(this "Indemnity Agreement" or"Agreement"), dated as of[DATE] (the "Effective Date"), is made by [COUNTERPARTY] ("[COUNTERPARTY]"), a [STATE OF INCORPORATION/ REGISTRATION] [CORPORATE FORM] with its principal offices located at [ADDRESS], and the City of Vernon("City"), a California charter City and California municipal corporation. [COUNTERPARTY] and the City may be referred to together in this Agreement as the "Parties" and individually, each as a"Party." WHEREAS, [COUNTERPARTY] has requested of City to use that certain property ("Property") [MORE SPECIFIC REQUEST, INCLUDING GENERAL PURPOSE OF USE]. WHEREAS, subject to execution of this Agreement, the City hereby grants [COUNTERPARTY]'s request; and WHEREAS, in consideration of the permission to use the Property, [COUNTERPARTY] agrees to hold the City harmless and to indemnify the City against liability or loss caused by or arising out of[COUNTERPARTY]'s use of the Property [OTHER CONDITIONS] during the term of this Agreement and subject to the terms and conditions set forth below. NOW THEREFORE, the Parties hereby agree as follows: l. Term. This Agreement shall be effective [TERM] (the "Term"). 2. Indemnification. (a) [COUNTERPARTY] hereby agrees to indemnify, hold harmless and defend the City, its elected officials, officers, agents and employees from and against any and all claims, losses, damages, liabilities, actual and verifiable costs or expenses (together, "Claims")resulting from, or arising out of[COUNTERPARTY]'s use of the Property during the Term, including, but not limited to, any death or injury to any person or for any injury to property,to the extent caused by the acts or omissions of[COUNTERPARTY], its employees or agents in connection with their use of the Property, subject at all times to the limitations of liability set forth in paragraph 2(c) below. Such cost and expense shall include the City's reasonable attorneys' fees and costs. (b) [COUNTERPARTY] further agrees and acknowledges that its license to use the Property during the Term is on an"as-is" basis, and [COUNTERPARTY] hereby represents that it has inspected the Property and will take any necessary precautions to guard against injury or death to person or property prior to and while using the Property during the Term. (c) The sole negligence or willful misconduct of City, its employees or agents other than [COUNTERPARTY] or [COUNTERPARTY'S] subcontractors are excluded from this I indemnity agreement. 3 Page 1 of 5 i i i I 3. Insurance. (a) [COUNTERPARTY] represents to the City that it maintains comprehensive general and automobile liability insurance coverage and that it has confirmed with City's Finance department that such policies and respective coverage limits are sufficient for the City's purposes. (b) Attached collectively hereto as Attachment A are Certificates of Insurance executed by authorized representatives of the respective insurance companies evidencing such policies of insurance. [COUNTERPARTY] agrees to give the City not less than thirty(30)days prior written notice of cancellation, non-renewal or material change of said insurance. 4. Miscellaneous. (a) Applicable Laws. This Agreement, and all claims and controversies arising hereunder, including claims for breach of contract and related causes of action, shall be governed by the laws of the State of California and the United States of America, without reference to its choice of law principles. Each Party acknowledges and agrees that this Agreement is entered into and is to be substantially performed in the County of Los Angeles, State of California, and jurisdiction and venue for any dispute arising under this Agreement shall be in any court of competent jurisdiction in the County of Los Angeles, State of California. (b) No Waiver; Remedies Cumulative. No delay or omission by either Party in exercising any right or power hereunder will impair such right or power or be construed to be a waiver thereof. A waiver by either Party of any provision hereof or of any breach hereunder must be in a writing r signed by the waiving Party and will not be construed to be a waiver of any prior or subsequent breach of such provision or of any other provisions herein contained. Except as otherwise provided in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. (c) Entire Agreement; Amendments. This Agreement, including the Exhibits hereto constitutes the entire agreement between the Parties relating to the subject matter hereof, and supersedes all previous agreements and understandings relating to such subject matter, whether oral or written. Except as otherwise provided elsewhere herein, this Agreement may not be amended, supplemented or modified in any respect without further written agreement of both Parties, signed by their respective authorized representatives. (d) Severability. In case any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, any other provision in this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Such invalid, illegal or unenforceable provisions shall be given effect to the maximum extent permitted by law. a (e) Notices. All notices required by this Agreement shall be in writing and shall be deemed served as of the date received, and shall be personally delivered or sent either by registered or certified mail, return receipt requested, or by nationally recognized overnight courier, addressed to the Parties at the following addresses: Page 2 of S I i If to the City: City of Vernon Attn: [NAME, TITLE] 4305 Santa Fe Ave. Vernon, CA 90058 If to [COUNTERPARTY]: Either Party hereto may from time to time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective. (f) Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts for the convenience of the Parties hereto,all of which together will constitute one and the same instrument. A facsimile signature shall have the same force and effect as an original signature. There shall be two (2) fully signed copies of this Agreement, each of which shall be deemed an original. (g) Headings; Construction. The headings contained herein are for convenience of reference only and shall not be deemed to limit or affect the subject matter contained herein. The Parties have jointly prepared this Agreement and the terms hereof shall not be construed in favor of or against any Party on account of its participation in such preparation. As used in this Agreement, the singular form shall include the plural, and vice versa, when the context so requires. (h) Compliance With Laws. Each Party shall comply with all federal, state and local laws, rules and regulations that apply to its performance hereunder, including without limitation, possessing and maintaining all necessary permits and licenses. (i) Assignment. This Agreement may not be assigned and/or otherwise transferred by [COUNTERPARTY] to any third party without the prior written consent of the City, which consent may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by [COUNTERPARTY] of its obligations under this Agreement. No assignment shall release the original Parties or otherwise constitute a novation. [Signatures Begin on Next Page]. i i Page 3 of 5 i IN WITNESS WHEREOF,the Parties have duly executed this Indemnity Agreement to be effective as of the Effective Date set forth above. [COUNTERPARTY] THE CITY OF VERNON By: By: Name: Name: Title: Title: By: ATTEST: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: Hema Patel, City Attorney i i { i I ? Page 4 of 5 Attachment A Insurance Certificates i Page S of S i '� ,,, j 1\ i 1 °, �-�,IT C �� t 1j �� CITY OF VERNON INDEMNIFICATION AND HOLD HARMLESS AGREEMENT Name or Description of Event: Date(s): Location(s): i WHEREAS,the below individual ("Participant") desires to participate in the above-referenced event("Event"),which will occur on property owned or controlled by the City of Vernon ("City"); and 1 WHEREAS,the City grants Participant permission to enter upon and use such property solely in connection with the Event; and r WHEREAS, in consideration of the permission to enter upon and use such property, Participant is willing to hold the City harmless and to indemnify the City against liability or loss related to Participant's use of the property during the Event as described below. NOW THEREFORE, Participant agrees as follows: Except for the gross negligence or willful misconduct of the City or any of its boards, commissions, councilmembers, officers, agents, employees, assigns, and successors in interest, Participant undertakes and agrees to indemnify and hold harmless the City and any and all of the City's boards, commissions, councilmembers, officers, agents, employees, assigns, and successors in interest i from and against any and all suits and causes of action, claims, losses, demands, and expenses, including, but not limited to, attorneys'fees and costs, and damage or liability of any nature whatsoever for death or injury to any person or animal, including Participant's employees and agents, or damage or destruction of any property of any party, arising in any manner by reason of the negligent or intentional acts, errors, omissions or willful misconduct related to the use and entry on City property during the Event by Participant, its employees or agents. Executed in: Date: City and State a Name of Participant: I Title &Organization: 1 Address: i j I a I I i { S M1 1\ 1 �� t a� 4 t R t° t` 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 Deed of Gift to [INSERT NAME OF DONEE] The City of Vernon(hereafter, "Donor") hereby donates and conveys the physical property described below to [INSERT NAME OF DONEE], subject to the Donation Agreement and Release ("Agreement") attached hereto and incorporated herein by reference, to use, retain or dispose of pursuant to the terms and conditions set forth in the Agreement. 1. Donor Information: Agency Name: City of Vernon, [INSERT] Department Agency Address: 4305 Santa Fe Avenue Vernon, CA. 90058 Agency Contact: [INSERT NAME AND TITLE] Telephone Number: (323) 583-8811 ext. [INSERT EXT.] 2. Description of Property: [INSERT DESCRIPTION OF PROPERTY] CITY OF VERNON Authorized Donor Representative Date [INSERT NAME OF DONEE] A ['INSERT NAME AND TITLE OF A UTHORIZED Date DONEE REPRESENTATIVE] i i i i F ,-cfusivefy Industrial i i Page 2 Donation Agreement and Release This Donation Agreement and Release ("Agreement"), conveying [INSERT DESCRIPTION OF PROPERTY TO BE DONATED] (the "Property"), is entered into between the City of Vernon's [INSERT] Department("Donor") and the [INSERT NAME OF DONEE] ("Donee" and together with Donor, the"Parties") with reference to the following: Recitals i [Insert Description of Donee, its purpose, and why it is appropriate that the City support Donee's efforts] Agreement 1. Donor shall convey the Property to Donee as soon as practicable [THIS LANGUAGE SHOULD BE USED N COUNCIL APPROVAL IS REQUIRED OTHERWISE DELETE: upon approval of this Agreement by the City Council of the City of Vernon(the"City Council") and] upon full execution of the Agreement. 2. Conveyance of the Property shall be deemed to have occurred when Donee takes delivery thereof. 3. Donor does not warrant the Property to be fit for any particular purpose, and Donee accepts the Property "as is." 4. Donee may inspect the Property at a time and place agreed upon by the Parties prior to delivery. 5. Upon delivery of the Property, Donor shall not be liable or in any other way responsible for any defects or for failure of the Property to perform its intended purpose. Nor shall Donor be liable or in any other way responsible for any loss, damage, or injury to third parties arising from or caused by defects in the Property or in any part thereof. [INSERT ANY APPLICABLE INSURANCE REQUIREMENTS] 6. Donee shall defend, indemnify and hold harmless Donor, its officers, directors, elected officials, agents, employees and attorneys from and against all claims, suits and damages asserted by Donee and/or any third party arising out of or in any way related to the ownership, conveyance or use of the Property. 7. Donee represents that the Property will only be used for the purpose(s) described in the a Recital(s) above, unless otherwise agreed to in writing by the Parties. [THIS LANGUAGE SHOULD BE USED IF CITY WISHES TO INCLUDE A BORROW- BACK PROVISION OTHERWISE DELETE: At Donor's request and upon three (3) days' a a City of Vernon,4305 Santa Fe Avenue, Vernon, California 90058—Telephone (323)583-8811 Page 3 written notice, Donee shall return possession, custody and control of the Property to Donor for a period of time to be mutually agreed upon by the Parties.] 8. This Agreement shall be interpreted in accordance with the laws of the State of California, without regard to its conflict of laws rules. 9. By its signature below, Donee represents that it is a legal entity authorized to make and enter into contracts and that the signatory is authorized to bind Donee under this Agreement. In witness whereof,the Parties hereto have executed the Agreement on the dates indicated below. City of Vernon [INSERT] Department By: [INSERT NAME AND TITLE] Date i Attest: Maria E. Ayala, City Clerk Approved as to form: i Hema Patel, City Attorney [INSERT NAME OF DONEE] By: [INSERT NAME AND TITLE] Date t j� 1 3� 3� 7j3 3b 3 City of Vernon,4305 Santa Fe Avenue, Vernon, California 90058—Telephone (323)583-8811 1 ,,` _\ ,,, `, ', �i�� ', �� ;, ,, ,, i TYPE I CITY RISK TRANSFERS TO CONTRACTOR INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any i extensions thereto. The policies shall state that they afford primary coverage . i . Automobile Liability with minimum limits of at least $1, 000, 000 combined single limit, including owned, hired, and non-owned liability coverage. ii . Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney' s fees ( "Claims" ) , which are attributable to any act or omission by the City under the performance of the services . iii . General Liability with minimum limits of at least $1, 000, 000 per occurrence and $2, 000, 000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis . Premises/Operations and Personal Injury "! coverage is required. The City of Vernon, its directors, t commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects l Page 1 of 16 liability arising out of the Contractor' s performance of this Contract . (1) If Contractor employs other contractors as part of the services rendered, Contractor' s Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy 'i or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (2) Blanket Contractual Coverage [if required] . r (3) Products/Completed Operations coverage [where such risk is applicable] . (4) Explosion, Collapse and/or Underground (X, C, and/or U) coverage [where such risk is applicable] . (5) Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney s fees ("Claims" ) , which are attributable to any act or omission by the 9 City under the performance of the services . iv. Professional Errors and Omissions coverage in a sum of at least $1, 000, 000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to i determine amounts remaining under the aggregate. Contractor Page 2 of 16 i i shall maintain such coverage for at least one (1) year after the termination of this Agreement. V. Contractor shall comply with the applicable sections of the California Labor Code concerning workers ' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers' compensation insurance in accordance with the laws for California for all of the subcontractor' s employees . Compliance is accomplished in one of the following manners : (1) Provide copy of permissive self-insurance certificate approved by the State of California; or (2) Secure and maintain in force a policy of workers ' compensation insurance with statutory limits and Employer' s Liability Insurance with a minimal limit of $1, 000, 000 per accident . The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or (3) Provide a "waiver" form certifying that no employees subject to the Labor Code ' s Workers ' Compensation provision will be used in performance of this Contract. vi . Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except r i Page 3 of 16 i after thirty (30) days ' prior written notice to City. vii . Insurance shall be placed with insurers with a Best ' s rating of no less than A-VIII . viii . Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each j policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf . The certificate (s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time . ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney' s fees and costs against Contractor by i way of set-off or recoupment from sums due to Contractor, at City' s option; (b) immediately terminate this Contract and seek damages from the Contract resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney' s fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor. 3 i i i i i Page 4 of 16 a T Y P E II (NO TRANSFER OF RISK) INSURANCE. Contractor shall procure and maintain insurance of the types and in the amounts set forth below, for the duration of the contract, including any extensions thereof . The cost of such insurance shall be included in the consideration for the services performed. A. Automobile Liability coverage with minimum limits of at least $1, 000, 000 combined single limit including owned, hired, and non-owned liability coverage . B. Contractor shall comply with the applicable sections of the California Labor Code concerning workers ' compensation for injuries on the job. 1 . Contractor understands that it is an independent contractor, and not entitled to any worker' s compensation benefits under any City program. 2 . If Contractor contemplates use of employees or subcontractors, it must provide evidence of workers ' compensation insurance in statutory amounts and Employer' s Liability insurance with a minimal limit of $1, 000, 000, per accident . (a) If Contractor is exempt, it may execute a "waiver" form certifying that no employees subject to the Labor Code ' s Workers ' Compensation provisions will j be used in performance of this I I a Page 5 of 16 I i contract . (b) If Contractor uses subcontractors, it may satisfy this requirement by providing evidence that the subcontractor meets the provisions of the Labor Code . C. Contractor will determine its own needs in procurement of insurance to cover liabilities other than stated above . City will not defend nor indemnify Contractor should it be sued for any reason. D. Prior to commencement of performance, Contractor shall furnish City with evidence of automobile liability insurance and compliance with workers ' compensation laws . t i i 1 { Page 6 of 16 i i TYPE III (CONTRACTOR RISK TRANSFERS TO CITY) INSURANCE. A. Contractor shall procure and maintain automobile liability insurance coverage with minimum limits of at least $1, 000, 000 combined single limit including owned, hired, and non-owned liability coverage should Consultant use a non-City vehicle in performance of this Contract . B. Contractor understands that it is an independent contractor, not eligible for workers ' compensation benefits provided by the City for the City' s own employees . (1) If Contractor is exempt, it may execute a "waiver" form certifying that no employees subject to the Labor Code ' s Workers ' Compensation provisions will be used in performance of this contract . (2) If Contractor uses subcontractors, it may satisfy this requirement by providing evidence that the subcontractor meets the provisions of the Labor Code. C. Contractor understands that the City will either procure insurance or handle all risk through self-insurance . Contractor agrees to cooperate with the City or its insurer in defense of any claim or suit arising from performance of this Contract, with no charge to the City for any necessary assistance or cooperation. I i 1 Page 7 of 16 r T Y P E IV (CONTRACTORS WHO CONTROL CITY PROPERTY) INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. i . Automobile Liability with minimum limits of at least $1, 000, 000 combined single limit including owned, hired, and non-owned liability coverage written on a Commercial automobile liability form. ii . General Liability with minimum limits of at least $1, 000, 000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis . Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor' s performance of this Contract . Other additional insureds may be required at sites where other parties have an ownership, operation or management I interest . i A. If Contractor employs other contractors as part i of the services rendered, Contractor' s Protective i a Coverage is required. Contractor may include all z l Page 8 of 16 I { subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth 1 herein. B. Blanket Contractual Coverage . i C. Products/Completed Operations coverage. 9 D. Personal Injury Coverage. iii . Contractor shall comply with the applicable sections i of the California Labor Code concerning workers ' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers, compensation insurance in accordance with the laws of California for all of subcontractor' s employees. Compliance is accomplished in one of i the following manners : A. Provide copy of permissive self-insurance certificate approved by the State of California; or B . Secure and maintain in force a policy of workers ' compensation insurance with statutory limits and r Employer' s Liability Insurance with a minimal limit of $1, 000, 000 per accident. The policy shall be endorsed to waive all rights of i subrogation against City, its directors, commissioners, officers, employees, and j volunteers for losses arising from performance of this Contract; or C. Provide a "waiver" form certifying that no j y Page 9 of 16 i I employees subject to the Labor Code ' s Workers ' Compensation provision will be used in performance of this Contract . iv. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days ' prior written notice to City. v. Insurance shall be placed with insurers with a Best ' s rating of no less than A:VIII, unless the insurer is an admitted California Insurance Company. vi . Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf . The certificate (s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. vii . Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney' s fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at i j City' s option; (b) immediately terminate this Contract and seek damages from the Contract resulting from said breach; or (c) i self-insure the risk, with all damages and costs incurred, by 1 3 i Page 10 of 16 i 1 judgment, settlement or otherwise, including attorney' s fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor. r i i 1 1 i r { Page 11 of 16 1 T Y P E V (DESIGN PROFESSIONAL TYPE SERVICES) (CIVIL CODE SECTION 2782 . 8) INSURANCE. Consultant shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage . i . Automobile Liability with minimum limits of at least $100, 000/300, 000/50, 000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500, 000 including owned, hired, and non-owned liability coverage if written on a Commercial automobile liability form. (a) Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney' s fees ("Claims" ) , which are attributable to any act or omission by the City under the performance of the services . ii . General Liability with minimum limits of at least $1, 000, 000 per occurrence and $2, 000, 000 aggregate written on an i Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an i I Page 12 of 16 occurrence basis . Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Consultant ' s performance of this Contract . Other additional insureds may be required at sites a where other parties have an ownership, operation or management interest. A. If Consultant employs other contractors as part of the services rendered, Contractor' s Protective Coverage is required. Consultant may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. B. Blanket Contractual Coverage. C. Products/Completed Operations coverage . D. Personal Injury Coverage . E . Consultant agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, 1 injuries and expenses, including all costs and reasonable attorney' s fees ( "Claims" ) , which are j attributable to any act or omission by the City 3 i { Page 13 of 16 under the performance of the services . iii . Consultant shall comply with the applicable sections of the California Labor Code concerning workers ' compensation for injuries on the job. In addition, Consultant shall require each subcontractor to similarly maintain workers' compensation insurance in accordance with the laws of California for all subcontractor' s employees . Compliance is accomplished in one of the following manners : A. Provide copy of permissive self-insurance certificate approved by the State of California; or B. Secure and maintain in force a policy of workers ' compensation insurance with statutory limits and Employer' s Liability Insurance with a minimal limit of $1, 000, 000 per accident . The policy i shall be endorsed to waive all rights of subrogation against City, its directors, i commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or C. Provide a "waiver" form certifying that no employees subject to the Labor Code ' s Workers ' Compensation provision will be used in performance of this Contract. D. Professional Errors and Omissions coverage in a sum of at least $1, 000, 000, where such risk is applicable . Applicable aggregates must be i Page 14 of 16 i i identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement . iv. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except ii after thirty (30) days ' prior written notice to City. v. Insurance shall be placed with insurers with a Best ' s rating of no less than A-VIII, unless the insurer is an admitted California Insurance Company. vi . Prior to commencement of performance, Consultant shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf . The certificate (s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time . vii . Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Consultant shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney' s fees and costs against Consultant by way of set-off or recoupment from sums due to Consultant, at City' s option; (b) immediately terminate this Contract and seek damages from the contract resulting from said breach; or (c) i 3 Page 15 of 16 self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney' s fees and costs, being collectible from Consultant, by way of set-off or recoupment from any sums due to Consultant . i i i i i i Page 16 of 16 tAf i LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] COVER PAGE Contractor: [insert name of contractor] Responsible Principal of Contractor: [insert name, title] Notice Information - Contractor: [insert name of contractor] [insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: [insert department head] [insert department head title] Telephone: (323) 583-8811 ext. [insert] Facsimile: [insert fax number] Commencement Date: [insert commencement date] Termination Date: [insert termination date], unless extended i pursuant to Section 1 j Consideration: Total not to exceed $[insert amount] (includes all applicable sales tax); and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 8.3 1 i t I a 1 i 1 a June 2017 i i i LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] This Contract is made between the CITY OF VERNON ("City"), a California charter City and California municipal corporation, and [Contractor's Name], a [State incorporated in] corporation, with headquarters located at [Contractor's Address] ("Contractor"). The City and Contractor agree as follows: 1.0 Contractor shall furnish all necessary and incidental labor, material, equipment, transportation and services as described in, and strictly in accordance with, and subject to all a terms and conditions set forth in Specifications for f 1, as more fully set forth in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit "A". 2.0 All work shall be done in a manner satisfactory to the City's Director of [Department] (the "Director"), or the Director's designee, in writing, and shall be of highest i quality with respect to the contract specifications. I In the event Contractor fails to perform satisfactorily the City shall advise a Contractor in writing, and Contractor shall have thirty (30) days to cure such failure to satisfactorily perform. If Contractor fails to so cure its performance within said 30 days, the City may, at its option, terminate this Contract for default without further liability, other than payment to Contractor for work performed satisfactorily prior to the date of termination. 3.0 Contractor shall commence work upon the signing of this contract and shall perform work requested in writing by Director. 4.0 In consideration of satisfactory and timely Performance of requested work pursuant to the Schedule set forth in Exhibit "B," which is attached hereto and incorporated herein by reference, the City shall pay Contractor as follows: The bid amounts, according to the requested and accepted price set forth in the Contractor's bid proposal, attached hereto and incorporated herein by reference as Exhibit "C". The total amount to be paid to Contractor during the term of this contract shall not exceed Dollars ($000,000.00) without the prior approval of the City Council and without a written amendment of this contract. 5.0 Concurrently with the execution of this Contract, Contractor shall furnish bonds of a surety satisfactory to the City, as provided in the specifications and Notice Inviting Bids. The cost of the bonds shall be paid by Contractor. 6.0 GENERAL TERMS AND CONDITIONS. 6.1 INDEPENDENT CONTRACTOR. 6.1.1 It is understood that in the performance of the services herein a provided for, Contractor shall be, and is, an independent contractor, and is not an agent or 1 employee of City and shall furnish such services in its own manner and method except as 1 E a 2 i June 2017 i i i required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 6.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 6.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors, if any, shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 6.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 6.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness. 6.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 6.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 6.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation. 6.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. i 3 June 2017 i I 6.9 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 7.0 INTERPRETATION. 7.1 APPLICABLE LAW. This Contract, and the rights and duties of the parties hereunder(both procedural and substantive), shall be governed by and construed according to the laws of the State of California, without regards to its conflict of laws rules. 7.2 ENTIRE AGREEMENT. This Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 7.3 WRITTEN AMENDMENT. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 7.4 SEVERABILITY. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 7.5 ORDER OF PRECEDENCE. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Specifications shall control over the Contractor's bid. 7.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 7.7 DUPLICATE ORIGINALS. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. 7.8 TIME OF ESSENCE. Time is strictly of the essence of this Contract and each and every covenant, term and provision hereof. 7.9 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 7.10 ARBITRATION OF DISPUTES. Any dispute for under$25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any j 4 June 2017 i other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 7.11 INDEMNITY. 7.11.1 Contractor agrees to indemnify, hold harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of: A. any activity on or use of City's premises or facilities or any performance under this Contract; or B. any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract. 7.11.2 This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). The sole negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor's subcontractors are excluded from this indemnity agreement. 7.12 RELEASE. Contractor agrees to release and covenants not to sue the City, its City Council and each member thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract. 7.13 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. i 5 i June 2017 r 7.13.1 Automobile Liability with minimum limits of at least $1,000,000 combined single limit including owned, hired, and non-owned liability coverage. (1) Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ("Claims"), which are attributable to any act or omission by the City under the performance of the services. 7.13.2 General Liability with minimum limits of at least$1,000,000 per occurrence and $2,000,000 in aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Contract. A. If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. I j B. Blanket Contractual Coverage. C. Products/Completed Operations coverage. D. Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ("Claims"), which are attributable to any act or omission by the City under the performance of the services. 7.13.3 Errors and Omissions coverage in a sum of at least$1,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. a 7.13.4 Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: l i i 6 June 2017 i A. Provide copy of permissive self-insurance certificate approved by the State of California; or B. Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of$1,000,000 per { accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or f 4 C. Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 7.13.5 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 7.13.6 Insurance shall be placed with insurers with a Best's rating of no less than AVIII. 7.13.7 Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. i 7.13.8 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. 7.14 NOTICES. Any notice or demand to be given by one party to the other E shall be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. 1 If to the City: City of Vernon Attn: [Name and Title] 4305 Santa Fe Avenue t Vernon, CA 90058 7 June 2017 With a Copy to: Carlos R. Fandino, Jr. City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 If to the Contractor: Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date z of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 7.15 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days'written notice to Contractor. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 7.16 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such i notice, which date shall be no sooner than ten (10) days after the date of the notice. i Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of(1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 7.17 ASSIGNMENT OF ANTITRUST CAUSES OF ACTION. Contractor hereby agrees to assign to the City all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under Chapter 2 of the Cartwright Act (commencing with Section 16700) or part 2 of Division 7 of the California Business and Professions Code, or any similar or successor provisions of Federal or State law, { arising from purchases of goods, services or materials pursuant to this Contract or any subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgment by the parties. i J {I 1 3 3 8 June 2017 i 8.0 ADDITIONAL ASSURANCES 8.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Contract, the Contractor and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "D". 8.2 VERNON BUSINESS LICENSE. Contractor shall obtain, and pay any and all costs associated therewith, any Vernon Business License which may be required by the Vernon Municipal Code. 8.3 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. 8.4 CONFLICT. Contractor hereby represents, warrants and certifies that no 'I member, officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. 8.5 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Contract by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code '9 as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1 Y2 times the I basic rate of pay. 8.6 LIVING WAGES. Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City 9 June 2017 I i I contracts. The Current Living Wage Standards are set forth in Exhibit "E". Upon request, certified payroll shall be provided to the City. 8.7 [FOR PUBLIC WORKS AND RELATED CONTRACTS THE FOLLOWING PROVISIONS MUST BE ADDED] PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. If Living Wage Provisions and Prevailing Wage provisions should both apply to this Contract, Contractor and all of its Subcontractors shall pay the higher of the applicable wages to the extent required by law. [Signatures Begin on Next Page]. i t 3 F i i i { 10 j June 2017 I i IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City [CONTRACTOR'S NAME], a [State and California municipal corporation incorporated in] corporation By: By: [Insert Name and Title] Name: Title: ATTEST: By: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: Hema Patel, City Attorney 1 i 3 a i I 11 June 2017 I i EXHIBIT A SCOPE OF SERVICES i i i i i i j 12 June 2017 d EXHIBIT B SCHEDULE 1 i i 1 i 'i i i a j j i a 7 13 June 2017 �XN�g�1 G PRc)POSP` t "r June 2p1l 14 t t i EXHIBIT D EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. i i 1 i f I 1 1 I J 1 i 15 June 2017 EXHIBIT E LIVING WAGE PROVISIONS Minimum Living Wanes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. j No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. I i 1 16 ' June 2017 i i i „1 ,{ 3 ,} ,;� ', ,, ', "\ `'� � V �� .�-�$� ,, ��- Y; �, ,� �=s �t, 1 MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER BETWEEN THE CITY OF VERNON AND This confirmation letter("Confirmation")confirms the Transaction between ("Seller") and ("Buyer"), each individually a"Party" and together the "Parties", dated as of (the"Confirmation Effective Date") in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in Article 3 of this Confirmation. This Transaction is governed by the Western Systems Power Pool Agreement effective as of March 31, 2016 along with any annexes and amendments thereto (collectively, the "Master Agreement"). The Master Agreement and this Confirmation shall be collectively referred to herein as the"Agreement". Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff(defined herein below)or in the CPUC Decisions. i ARTICLE 1 DEFINITIONS 1.1 "Alternate Capacity" means any replacement Product which Seller has elected to provide to Buyer in accordance with the terms of Section 4.5. 1.2 "Applicable Laws"means any law, rule, regulation, order, decision,judgment, or other legal or regulatory determination by any Governmental Body having jurisdiction over one or both Parties or this Transaction, including without limitation, the Tariff. 1.3 "Availability Incentive Payments" shall mean Availability Incentive Payments as defined in FERC filing ER09-1064 or such other similar term as modified and approved by FERC thereafter to be incorporated in the Tariff or otherwise applicable to CAISO. 1.4 "Availability Standards" shall mean Availability Standards as defined in FERC filing ER09-1064 or such other similar term as modified and approved by FERC thereafter to be incorporated in the Tariff or otherwise applicable to CAISO.The availability standards set forth in Section 40.9 of the Tariff. 1.5 "Buyer" has the meaning specified in the introductory paragraph hereof. 1.6 "CAISO" means the California Independent System Operator or its successor. 1.7 "Capacity Replacement Price" means the market price for the quantity of Product not delivered by Seller, expressed in $/kw-month and as determined by Buyer in a commercially reasonable manner. 1.8 "Confirmation" has the meaning specified in the introductory paragraph hereof. 3 1.9 "Confirmation Effective Date" has the meaning specified in the introductory paragraph hereof. 1 1.10 "Contingent Firm RA Product" has the meaning specified in Section 3.4 hereof. 1.11 "Contract Price" means, for any Monthly Delivery Period, the product of the RA Capacity i Flat Price and the Price Shape for such period. I 1 1.12 "Contract Quantity" means, with respect to any particular Showing Month of the Delivery Period, the amount of Product(in MWs) set forth in table in Section 4.3 which Seller has agreed to provide to Buyer from the Unit for such Showing Month. 1.13 "CPUC Decisions" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-06-064, 06-07-031, and subsequent decisions related to resource adequacy, as may be amended from time to time by the CPUC, including CPUC Decisions 13-06-024 and 14-06-050. 1.14 "CPUC Filing Guide" means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for LSE's to demonstrate compliance with the CPUC's resource adequacy program. 1.15 "Delivery Period" has the meaning specified in Section 4.1 hereof. 1.16 "Delivery Point" has the meaning specified in Section 4.2 hereof. 1.17 "Designated RA Capacity" shall be equal to, with respect to any particular Showing Month of the Delivery Period, the Contract Quantity of Product for such Showing Month including the amount of Contract Quantity that Seller has elected to provide Alternate Capacity with respect to, minus any reductions to Contract Quantity specified in Section 4.4 with respect to which Seller has not elected to provide Alternate Capacity. 1.18 "Effective Flexible Capacity" means the flexible capacity of a resource that can be counted towards an LSE's FCR obligation, as identified from time to time by the Tariff, the CPUC Decisions, LRA, or other Governmental Body having jurisdiction. 1.19 "Firm RA Product" has the meaning specified in the Section 3.3 hereof. 1.20 "Flexible Capacity Requirements"or"FCR" means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction. { 1.21 "Flexible RA Product" has the meaning specified in the Section 3.2 hereof. 1.22 "FCR Attributes" means, with respect to a Unit, any and all FCR attributes that can be counted toward an LSE's FCR, as they are identified from time to time by the CPUC Decisions, the Tariff, an LRA, or other Governmental Body having jurisdiction. 1.23 "FCR Showings" means the FCR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC(and, to the extent authorized by the CPUC,to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE. 1.24 "GADS" means the Generating Availability Data System or its successor. 1.25 "Generic RA Product" means Designated RA Capacity consisting of RAR Attributes and, if applicable, LAR Attributes, which does not include FCR Attributes. 'j 1.26 "Governmental Body"means(i)any federal, state, local, municipal or other government; (ii) any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive,judicial, legislative, police, 1 regulatory or taxing authority or power; and (iii) any court or governmental tribunal. i 1.27 "LAR" means local area reliability, which is any program of localized resource adequacy requirements established for jurisdictional LSEs by the CPUC pursuant to the CPUC Decisions, or by another LRA having jurisdiction over the LSE, as implemented in the Tariff. LAR may also be I 2 I 7 known as local resource adequacy, local RAR, or local capacity requirement("LCR") in other regulatory proceedings or legislative actions. 1.28 "LAR Attributes"means,with respect to a Unit, any and all resource adequacy attributes(or other locational attributes related to system reliability), as they are identified from time to time by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be counted toward LAR, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. For clarity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or re-defines existing local areas, then such change will not result in a change in payments made pursuant to this Transaction. 'i 1.29 "LAR Showings" means the LAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC(and,to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE. 1.30 "LRA" has the meaning provided in by the Tariff. i 1.31 "LSE" means load-serving entity. LSEs may be an investor-owned utility, an electric service provider, a community aggregator or community choice aggregator, or a municipality serving load in the CAISO Control Area (excluding exports). 1.32 "Master Agreement" has the meaning specified in the introductory paragraph hereof. 1.33 "Monthly Delivery Period"means each calendar month during the Delivery Period and shall correspond to each Showing Month. 1.34 "Monthly RA Capacity Payment" has the meaning specified in Section 4.9 hereof. 1.35 "NERC" means the North American Electric Reliability Council, or its successor. 1.36 "NERC/GADS Protocols" means the GADS protocols established by NERC, as may be updated from time to time. l 1.37 "Net Qualifying Capacity" has the meaning set forth in the Tariff. 1.38 "Non-Availability Charges" are as defined in the Tariff. 1.39 "Outage" means any CAISO approved disconnection, separation, or reduction in the capacity of any Unit that relieves all or part of the offer obligations of the Unit consistent with the Tariff. For the avoidance of doubt, Outage shall be deemed to include Planned Outage (defined i below). 1.40 "Planned Outage" means, subject to and as further described in the Tariff, a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. i 1.41 "Price Shape"means the Price Shape specified in the Monthly Payment Price Shape Table in Section 4.9 hereof. 1.42 "Product" has the meaning specified in Article 3 hereof. I I i 3 i i i 1.43 "RA Availability" means, for each Unit, expressed as a percentage, (a)the Unit's Designated RA Capacity for a Monthly Delivery Period, divided by(b)the Contract Quantity, provided that a Unit's RA Availability shall not exceed 1.00. 1.44 "RA Capacity"means the qualifying and deliverable capacity of the Unit for RAR, LAR, and FCR purposes for the Delivery Period, as determined by the CAISO, or other Governmental Body authorized to make such determination under Applicable Laws. RA Capacity encompasses the applicable RAR Attributes, LAR Attributes and FCR Attributes of the capacity provided by a Unit. 1.45 "RA Capacity Flat Price" means the price specified in the RA Capacity Flat Price Table in Section 4.9 hereof. 1.46 "RAR"means the resource adequacy requirements, exclusive of LAR established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction. 1.47 "RAR Attributes" means, with respect to a Unit, any and all resource adequacy attributes, as they are identified from time to time by the Tariff, CPUC Decisions, LRA, or any Governmental Body having jurisdiction that can be counted toward RAR, exclusive of any LAR Attributes and FCR Attributes. 1.48 "RAR Showings" means the RAR compliance showings(or similar or successor showings) an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pursuant to the Tariff or CPUC Decisions, or to an LRA having jurisdiction. 1.49 "Replacement Capacity" has the meaning specified in Section 4.7 hereof. 1.50 "Replacement Unit"means a generating unit meeting the requirements specified in Section 4.5. 1.51 "Resource Category"' shall be as described in the CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. 1.52 "Scheduling Coordinator" has the same meaning as in the Tariff. 1.53 "Seller" has the meaning specified in the introductory paragraph hereof. 1.54 "Showing Month" shall be the calendar month during the Delivery.Period that is the subject of the RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set forth in the CPUC Decisions or Tariff. For illustrative purposes only, the monthly RAR Showing made in June is for the Showing Month of August. Summary of Resource Categories 1 ULR[Use Limited Resource]monthly hours Less then 160 hours per month. 2 "Greater than orequal to" 160 hours per month. 3 "Greater than or equal to"384 hours per month. 4 All Hours(planned availability is unrestricted) i i t 4 l i i 1.55 "Supply Plan" means the supply plans, or similar or successor filings, that each Scheduling Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Body, pursuant to Applicable Laws, in order for that RA Capacity to count, as applicable, for RAR Attributes, LAR Attributes, and/or FCR Attributes. 1.56 "Tariff' means the tariff and protocol provisions of the CAISO, as amended or supplemented from time to time. 1.57 "Transaction" has the meaning specified in the introductory paragraph hereof. 1.58 "Unit"or"Units"shall mean the generation assets described in Article 2 hereof(including any Replacement Units), from which RA Capacity is provided by Seller to Buyer. i 1.59 "Unit NQC" means the Net Qualifying Capacity set by the CAISO for the applicable Unit. If the CAISO adjusts the Net Qualifying Capacity of a Unit after the Confirmation Effective Date, then for the period in which the adjustment is effective, the Unit NQC shall be deemed the lesser of(i) the Unit NQC as of the Confirmation Effective Date, and (ii)the CAISO-adjusted Net Qualifying Capacity. 1.60 "Unit EFC" means the Effective Flexible Capacity set by the CAISO for the applicable Unit. If the CAISO adjusts the Effective Flexible Capacity of a Unit after the Confirmation Effective Date, then for the period in which the adjustment is effective, the Unit EFC shall be deemed the lesser of (i) the Unit EFC as of the Confirmation Effective Date, and (ii) the CAISO-adjusted Effective Flexible Capacity. To the extent the Confirmation Effective Date of this Confirmation occurs prior to the CAISO's setting of a Unit EFC for the applicable Unit, the Unit EFC shall be as agreed to by the Parties and specified in Article 2, and Seller represents that, to the best of its knowledge, this Unit EFC is consistent with the CAISO's methodology for determining Unit EFC as of the Confirmation Effective Date. The above notwithstanding, to the extent the CAISO decides to reduce the j applicable Unit EFC, Seller shall not be liable for any costs or damages related to such reduction and the Unit EFC shall be reduced per Section 4.4 of this Confirmation. i a i i 5 I ARTICLE 2 UNIT INFORMATION Name: Location: CAISO Resource ID: I Resource Type: Resource Category(1,2, 3 or 4): i Point of interconnection with the CAISO Controlled Grid ("Substation"): Path 26 (North, South or None): Deliverability restrictions, if any, as described in most recent CAISO deliverability assessment: Run Hour Restrictions: LAR Attributes (Yes/No): If yes: Local Capacity Area (as of Confirmation Effective Date): Product Type (Flexible/Generic): If Generic: Unit NQC (as of the Confirmation Effective Date): I If Flexible: Unit EFC (as of the Confirmation Effective Date): Flexible Capacity Category (Base/Peak/Super-peak): ARTICLE 3 RESOURCE ADEQUACY CAPACITY PRODUCT During the Delivery Period, Seller shall provide to Buyer, pursuant to the terms of this Confirmation, E the Designated RA Capacity in the amount of the Contract Quantity of(i) RAR Attributes and, if applicable, LAR Attributes, and (ii) FCR Attributes, if Flexible RA Product is specified in Section 3.2, and the Contract Quantity shall be either a Firm RA Product or a Contingent Firm RA Product, as specified in either Section 3.3 or 3.4(the"Product"). The Product does not confer to Buyer any right to the electrical output from the Units, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Confirmation. Specifically, no energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Transaction and Buyer shall not be responsible for compensating Seller for Seller's commitments to the CAISO required by this Confirmation. Seller retains the right to sell pursuant to the Tariff any RA Capacity from a Unit that is in excess of that Unit's Contract Quantity and any RAR Attributes, LAR Attributes, or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Confirmation. i i l 9 6 i 3.1 RAR and LAR Attributes Seller shall provide Buyer with the Designated RA Capacity of RAR Attributes and, if applicable, LAR Attributes, from each Unit, as measured in MWs, in accordance with the terms and conditions of this Agreement. 3.2 ❑ Flexible RA Product Seller shall provide Buyer with Designated RA Capacity of FCR Attributes from the Units in the amount of the applicable Contract Quantity. 3.3 ❑ Firm RA Product Seller shall provide Buyer with Designated RA Capacity from the Units in the amount of the Contract Quantity. If the Units are not available to provide the full amount of the Contract Quantity for any reason other than Force Majeure, including without limitation any Outage or any adjustment of the RA Capacity of any Unit, pursuant to Section 4.4, then, Seller shall provide Buyer with Designated RA Capacity from one or more Replacement Units pursuant to Section 4.5 hereof. If Seller fails to provide Buyer with replacement Designated RA Capacity from Replacement Units pursuant to Section 4.5, then Seller shall be liable for damages and/or be required to indemnify Buyer for CAISO costs, penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof. 3.4 ❑ Contingent Firm RA Product Seller shall provide Buyer with Designated RA Capacity from the Units in the amount of the applicable Contract Quantity; provided, however, that if the Units are not available to provide the full amount of the Contract Quantity on account of an Outage or Force Majeure, then Seller may provide Buyer with Designated RA Capacity from one or more Replacement Units pursuant to Section 4.5 hereof. If Seller fails to provide Buyer with the Designated RA Capacity, then Seller I shall be liable for damages and/or be required to indemnify Buyer for costs, penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof; provided, however, that Seller shall not be liable for damages and/or required to indemnify Buyer for costs, penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof if and only if Seller has provided Buyer with timely notice pursuant to Section 4.5(a) of Seller's intent not to provide Alternate Capacity in an amount equal to the Contract Quantity of that Showing Month. ARTICLE 4 DELIVERY AND PAYMENT 4.1 Delivery Period The Delivery Period shall be: through inclusive. 4.2 Delivery Point t The Delivery Point for each Unit shall be the CAISO Control Area, and if applicable, the LAR region in which the Unit is electrically interconnected. I 1 :i 7 j 7 i 3 i� I 4.3 Contract Quantity The Contract Quantity of each Unit for each Monthly Delivery Period shall be: Contract Quantity(MWs) Period during the Contract Contract Quantity Allocation Delivery Period Quantity(Total Generic Quantity Flexible Quantity MWs) MWs MWs January 20_ February 20_ March 20 April 20_ May 20_ June 20 July 20_ August 20_ September 20_ October 20 November 20 December 20 4.4 Adjustments to Contract Quantity (a) Planned Outages: Seller is obligated to meet the Tariff obligations with respect to securing approvals from CAISO. Seller's obligation to deliver the Contract Quantity for any Showing Month may be reduced at Seller's option if any portion of the Unit is scheduled for a CAISO-approved Planned Outage during the applicable Showing Month; provided, Seller notifies Buyer, no later than ten (10) Business Days before the relevant deadlines for the corresponding RAR Showings, LAR Showings, and/or FCR Showings applicable to that Showing Month, of the amount of Product from the Unit Buyer is permitted to include in Buyer's RAR Showings, LAR Showings and/or FCR Showings applicable to that month as a result of such Planned Outage. If Seller is unable to provide the applicable Contract Quantity for a Showing Month because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such Showing Month from Replacement Units, provided, Seller provides and identifies such Replacement Units in accordance with Section 4.5. If Seller chooses not to provide Product from Replacement Units and a Unit is on a Planned Outage for the applicable Showing Month, then, the Contract Quantity shall be revised in accordance with any applicable adjustments stipulated by the CPUC Filing Guide or CAISO Tariff in i effect for the applicable Showing Month in which the Planned Outage occurs. (b) Reductions in Unit NQC: If Product is both (i) Generic RA Product, and (ii) Contingent Firm RA Product specified under Section 3.4,then Seller's obligation to deliver the applicable Contract Quantity for any Showing Month may also be 8 reduced if the Unit experiences a reduction in Unit NQC as determined by the CAISO. Seller's potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of(a) the applicable Showing Month Contract Quantity and (b)the total amount(in MW) Unit NQC was reduced since Confirmation Effective Date, divided by (c) Unit NQC as of the Confirmation Effective Date. If the Unit experiences such a reduction in Unit NQC, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i)the same Unit, provided the Unit has sufficient remaining and available Product and/or(ii)from Replacement Units, provided, that in each case Seller provides and identifies such Replacement Units in accordance with Section 4.5. (c) If Product is both (i) Flexible RA Product specified under Section 3.2, and (ii) Contingent Firm RA Product specified under Section 3.4,then Seller's obligation to deliver the applicable Contract Quantity of Product for any Showing Month may also be reduced if the Unit experiences a reduction in Unit EFC as determined by the CAISO. Seller's potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of(a) the applicable Showing Month Contract Quantity and (b)the total amount(in MW) Unit EFC was reduced since Confirmation Effective Date, divided by (c) Unit EFC as of the Confirmation Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or(ii)from Replacement Units, provided,that in each case Seller provides and identifies such Replacement Units in accordance with Section 4.5. 4.5 Alternate Capacity and Replacement Units (a) If Seller is unable to provide the full Contract Quantity for any Showing Month for any reason, including, without limitation, due to one of the reasons specified in Section 4.4, or Seller desires to provide the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Buyer, provide Buyer with Alternate Capacity from one or more Replacement Units, with the total amount of Product provided to Buyer from the Unit and Replacement Units up to an amount equal to the Contract Quantity for the applicable Showing Month; provided that in each case, Seller shall notify Buyer of its intent(i) not to provide or(ii)to provide Alternative Capacity and identify Replacement Units meeting the above requirements no later than ten (10) Business Days before that Showing Month's applicable deadlines for Buyer's RAR Showings, LAR Showings and/or FCR Showings. If Seller notifies Buyer in writing as to the particular Replacement Units and such Units meet the requirements of this Section 4.5, then such Replacement Units shall be automatically deemed a Unit for purposes of this Confirmation for that Showing Month. (b) With respect to a Contingent Firm RA Product, if Seller does not provide Alternate Capacity in an amount equal to the Contract Quantity for that Showing Month,then Buyer may, but shall not be required to, purchase replacement Product. 4.6 Delivery of Product Seller shall provide Buyer with the Designated RA Capacity of Product for each Showing Month consistent with the following: (a) Seller shall, on a timely basis, submit, or cause the Unit's SC to submit, Supply Plans to identify and confirm the Designated RA Capacity provided to Buyer for each Showing Month so that the total amount of Designated RA Capacity identified i I i 9 i i and confirmed for such Showing Month equals the Designated RA Capacity, unless specifically requested not to do so by the Buyer. (b) Seller shall cause the Unit's Scheduling Coordinator to submit written notification to Buyer, no later than five (5) Business Days before the applicable RAR Showings, LAR Showings, and/or FCR Showings deadlines for each Showing Month, that Buyer will be credited with the Designated RA Capacity for such Showing Month in the Unit's Scheduling Coordinator Supply Plan so that the Designated RA Capacity credited equals the Designated RA Capacity for such '! Showing Month. 4.7 Damages for Failure to Provide Designated RA Capacity If Seller fails to provide Buyer with the Designated RA Capacity of Product for any Showing Month 1 then the following shall apply: (a) Buyer may, but shall not be required to, replace any portion of the Designated RA Capacity not provided by Seller with capacity having equivalent RAR Attributes, LAR Attributes and/or FCR Attributes as the Designated RA Capacity not provided by Seller, provided, that, if any portion of the Designated RA Capacity that Buyer is seeking to replace is Designated RA Capacity having RAR Attributes and no LAR Attributes, and no such RAR capacity is available(such capacity shall also include FCR Attributes if this is a Flexible Capacity Product), then Buyer may replace such portion of the Designated RA Capacity with capacity having RAR Attributes and LAR Attributes (as well as FCR Attributes if this is a Flexible Capacity Product) ("Replacement Capacity"). Such Replacement Capacity may be provided by CAISO to Buyer pursuant to the Tariff. Buyer may enter into purchase transactions with one or more parties to replace any portion of Designated RA Capacity not provided by Seller. Additionally, Buyer may enter into one or more arrangements to repurchase its obligation to sell and deliver capacity to another party, and, to the extent such transactions are done at prevailing market prices, such arrangements shall be considered equivalent to the procurement of Replacement Capacity. Buyer shall use commercially reasonable efforts to minimize damages when procuring any Replacement Capacity. i (b) Seller shall pay to Buyer at the time set forth in the Master Agreement the following damages in lieu of damages specified in the Master Agreement: an amount equal to the positive difference, if any, between (i)the sum of(A)the actual cost paid by Buyer(or charged to Buyer by CAISO) for any Replacement Capacity, plus (B) each Capacity Replacement Price times the amount of the Designated RA Capacity neither provided by Seller nor purchased by Buyer pursuant to Section 4.7(a), and (ii) the Designated RA Capacity not provided for the applicable Showing Month times the Contract Price for that month. If Seller fails to pay these damages, then Buyer may offset those damages owed it against any future amounts it may owe to Seller under this Confirmation pursuant to the Master Agreement. 4.8 Indemnities for Failure to Deliver Contract Quantity Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC or the CAISO, resulting from any of the following: (a) Seller's failure to provide any portion of the Designated RA Capacity; (b) Seller's failure to provide notice of the non-availability of any portion of Designated RA Capacity as required under Section 4.6; (c) A Unit Scheduling Coordinator's failure to timely submit Supply Plans that identify Buyer's right to the Designated RA Capacity purchased hereunder; or (d) A Unit Scheduling Coordinator's failure to submit accurate Supply Plans that identify Buyer's right to the Designated RA Capacity purchased hereunder. r 10 1 a a With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties and fines. If Seller fails to pay the foregoing penalties,fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then Buyer may offset those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation. 4.9 Monthly RA Capacity Payment In accordance with the terms of the Master Agreement, Buyer shall make a Monthly RA Capacity Payment to Seller for each Unit, in arrears, after the applicable Showing Month. Each Unit's Monthly RA Capacity Payment shall be equal to the product of(a)the applicable Contract Price for that Monthly Delivery Period, (b) the Designated RA Capacity for the Monthly Delivery Period, and (c) 1,000. The final product of this Monthly RA Capacity Payment calculation shall be rounded to the nearest penny (i.e., two decimal places). RA CAPACITY FLAT PRICE TABLE Contract RA Capacity Flat Price Year/Month ($/kW-month) January 20_ 7 February 20_ March 20 April 20_ May 20_ June 20 s July 20_ x August 20_ i I September 20 October 20 November 20 December 20_ 4.10 Allocation of Other Payments and Costs Seller may retain any revenues it may receive from the CAISO or any other third party with respect to any Unit for(a) start-up, shut-down, and minimum load costs, (b) capacity revenue for ancillary services, (c) energy sales, (d) any revenues for black start or reactive power services, or(e)the ? sale of the unit-contingent call rights on the generation capacity of the Unit to provide energy to a third party, so long as such rights do not confer on such third party the right to claim any portion of the RA Capacity sold hereunder in order to make an RAR Showing, LAR Showing, FCR Showing, or any similar capacity or resource adequacy showing with the CAISO or CPUC. Buyer acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and for Seller's account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibility of Seller, and for Seller's account and Seller shall be responsible for all fees, charges, or penalties, if any, resulting from Seller failing to achieve Availability Standards. However, Buyer 11 i shall be entitled to receive and retain all revenues associated with the Designated RA Capacity of any Unit during the Delivery Period (including any capacity or availability revenues from RMR Agreements for any Unit, Reliability Compensation Services Tariff, and Residual Unit Commitment capacity payments, but excluding payments described in clauses (a) through (c) above). In accordance with Section 4.9 of this Confirmation and the Master Agreement, all such revenues received by Seller, or a Unit's SC, owner, or operator shall be remitted to Buyer, and Seller shall indemnify Buyer for any such revenues that Buyer does not receive, and Seller shall pay such revenues to Buyer if the Unit's SC, owner, or operator fails to remit those revenues to Buyer. If Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such revenues pursuant to the Master Agreement against any future amounts it may owe to Seller under this Confirmation. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit Designated RA Capacity provided to Buyer 1 pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues. ARTICLE 5 CAISO OFFER REQUIREMENTS During the Delivery Period, except to the extent any Unit is in an Outage, or is affected by an event of Force Majeure that results in a partial or full Outage of that Unit, Seller shall either schedule or cause the Unit's Scheduling Coordinator to schedule with, or make available to, the CAISO each Unit's Designated RA Capacity in compliance with the Tariff, and shall perform all, or cause the Unit's Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the sale of Designated RA Capacity hereunder. Buyer shall have no liability for the failure of Seller or the failure of any Unit's Scheduling Coordinator, owner, or operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or the Unit's Scheduling Coordinator, owner, or operator for such noncompliance. ARTICLE 6 RESERVED ARTICLE 7 OTHER BUYER AND SELLER COVENANTS i 7.1 Buyer and Seller shall, throughout the Delivery Period, take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to ensure Buyer's q right to the use of the Contract Quantity for the sole benefit of Buyer's RAR, LAR, and/or FCR, as applicable. Such commercially reasonable actions shall include, without limitation: (a) Cooperating with and providing, and in the case of Seller causing each Unit's Scheduling Coordinator, owner, or operator to cooperate with and provide requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering RAR, LAR, and/or FCR under Applicable Laws, to certify or qualify the Contract Quantity as RA Capacity and Designated RA Capacity. Such actions shall include, without limitation, providing information requested by the CAISO, CPUC, or by an LRA having jurisdiction, to demonstrate for each month of the Delivery Period the ability to deliver the I Contract Quantity from each Unit to the CAISO Controlled Grid for the minimum hours required to qualify as RA Capacity, and providing information requested by the CPUC, CAISO or other Governmental Body having jurisdiction to administer RAR, LAR, or FCR to demonstrate that the Contract Quantity can be delivered to the CAISO Controlled Grid, pursuant to "deliverability" standards established by the CAISO, or other Governmental Body having jurisdiction to administer RAR, f LAR and/or FCR; and 12 (b) Negotiating in good faith to make necessary amendments, if any, to this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the CPUC, FERC, or other Governmental Body having jurisdiction to administer RAR;or FCR so as to maintain the benefits of the bargain struck by the Parties on the Confirmation Effective Date. 7.2 Seller represents, warrants and covenants to Buyer that, throughout the Delivery Period: (a) Seller owns or has the exclusive right to the RA Capacity sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other jurisdictional LRA, or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; (b) No portion of the Contract Quantity has been committed by Seller to any third party in order to satisfy RAR, LAR, FCR or analogous obligations in CAISO markets, other than pursuant to an RMR Agreement between the CAISO and either Seller or the Unit's owner or operator; (c) No portion of the Contract Quantity has been committed by Seller in order to satisfy ' RAR, LAR, FCR, or analogous obligations in any non-CAISO market; (d) Each Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, or is under the control of CAISO; (e) The owner or operator of each Unit is obligated to maintain and operate each Unit using Good Utility Practice and, if applicable, General Order 167 as outlined by the CPUC in the Enforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Unit; provided,that the owner or operator of any Unit is not required to undertake capital improvements, facility enhancements, or the construction of new facilities; i j (f) The owner or operator of each Unit is obligated to comply with Applicable Laws, including the Tariff, relating to RA Capacity, RAR, LAR, and FCR; (g) If Seller is the owner of any Unit, the respective cumulative amounts of LAR Attributes, RAR Attributes, and FCR Attributes that Seller has sold, assigned or transferred for any Unit does not exceed that Unit's RA Capacity; (h) With respect to the RA Capacity provided under this Confirmation, Seller shall, and each Unit's SC is obligated to, comply with Applicable Laws, including the Tariff, relating to RA Capacity, RAR, LAR, and FCR; (i) Seller has notified the SC of each Unit that Seller has transferred the Designated RA Capacity to Buyer, and the SC is obligated to deliver the Supply Plans in accordance with the Tariff; (j) Seller has notified the SC of each Unit that Seller is obligated to cause each Unit's SC to provide to the Buyer, at least seven (7) Business Days before the relevant deadline for each RAR or LAR Showing, the Designated RA Capacity of each Unit that is to be submitted in the Supply Plan associated with this Agreement for the applicable period; and (k) Seller has notified each Unit's SC that Buyer is entitled to the revenues set forth in Section 4.10 of this Confirmation, and such SC is obligated to promptly deliver 13 those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues. ARTICLE 8 CONFIDENTIALITY Notwithstanding the Master Agreement, the Parties agree that Buyer may disclose the Designated RA Capacity under this Transaction to any Governmental Body, the CPUC, the CAISO or any LRA having jurisdiction in order to support its LAR Showings, RAR Showings and/or FCR Showings, as applicable, and Seller may disclose the transfer of the Designated RA Capacity under this Transaction to the SC of each Unit in order for such SC to timely submit accurate Supply Plans. ARTICLE 9 BUYER'S RE-SALE OF PRODUCT Buyer may re-sell all or a portion of the Product hereunder. ARTICLE 10 MARKET-BASED RATE AUTHORITY Seller agrees, in accordance with Federal Energy Regulatory Commission (FERC) Order No. 697, to, upon request of Buyer, submit a letter of concurrence in support of any affirmative statement by Buyer that this contractual arrangement does not transfer 'ownership or control of generation capacity" from Seller to Buyer as the term 'ownership or control of generation capacity" is used in 18 CFR Section 35.42. Seller also agrees that it will not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Buyer. ARTICLE 11 COLLATERAL REQUIREMENTS 11.1 Collateral Requirements 'i As set forth in the Master Agreement. 11.2 Current Mark-to-Market Value The Parties further agree that for the purposes of calculating the Credit Support Amount pursuant to the Credit Support Annex, the Credit support Amount for this Transaction is deemed to be zero. [Signatures Begin on Next Page]. i 1 i I 14 i i ACKNOWLEDGED AND AGREED TO AS OF CITY OF VERNON [INSERT COMPANY NAME] By: By: i Name: Name: l Title: Title: ATTEST: By: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: 3 Hema Patel, City Attorney 0 I i 3 t E 33� +f i E +4 3 3 a Y 15 0 t i l I q i i EXHIBIT H City of Vernon o F vE pt,lF0jkjv - I J � � N 19p5 FOUNDED Cap SlYELY 114,90� l `i REQUEST FOR BIDS [INSERT NAME OF EQUIPMENT/SUPPLIES TO BE PURCHASED] FOR THE DEPARTMENT OF [INSERT DEPARTMENT] CITY OF VERNON, CALIFORNIA 4305 SANTA FE AVENUE VERNON, CA 90058 i i, { NOTICE INVITING BIDS for the Purchase of(insert name of equipment/supplies to be purchased) by the City of Vernon, California Bids are to be signed and submitted in TRIPLICATE. ONE ORIGINAL AND TWO COPIES of "! sealed bids ("Bids" and each, a"Bid") must be received prior to p.m., ("Bid Deadline"),by the City Clerk, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058. All Bids shall be enclosed in sealed envelopes, distinctly marked "Bid"with the title of the Bid and the bidder's name and address appearing on the outside (each, a "Bid Package"). Bid Packages should be mailed or delivered in person before p.m. on the Bid Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. At the bid opening, the City Clerk shall open Bid Packages and acknowledge the receipt of Bids. Once all Bid Packages are opened and announced, the contents (collectively, the "Completed Bid Forms" and the uncompleted forms,the "Bid Forms")will be made available for public review. Except as set forth in Paragraph 17 ("Public Record"), the Completed Bid Forms, once removed from the Bid Packages by the City Clerk,will be a matter of public record. The Bids shall be clearly titled. Copies of the Bid Forms are available at no charge at the (Insert j Department) Counter, City of Vernon, 4305 Santa Fe Avenue, Vernon, between 7 a.m. and 5:30 p.m., Monday through Thursday. A non-refundable fee of$ will be charged if mailing is requested by calling (323) 583-8811, Extension City of Vernon Contact Person: (Insert Department) Attention: Phone: ( ) Facsimile: ( ) Email: @ci.vernon.ca.us Mandatory Qualifications for Bidder: A Bid may be rejected as non-responsive if the bidder("Bidder") fails to meet the essential requirements for qualification. General Scope: a Bidders shall furnish materials and/or equipment as specified above and under the below conditions: Other Bidding Information: 1. Number of Contract days for delivery from date of placement of order: days. 2 NOTICE INVITING BIDS (If appropriate)CONTRACT NO.(Insert#) 2. Bidding Documents. Bids must be made on the Bid Form(s) contained herein. 3. Acceptance or Rejection of Bids. The City reserves the right to reject any and all Bids, to award all or any individual part/item of the Bid, and to waive any informalities, irregularities or technical defects in such Bids and determine the lowest responsible Bidder, whichever may be in t the best interests of the City. No late Bids will be accepted, nor will any oral, facsimile or electronic Bids be accepted by the City. 4. Bid Irrevocability. Bids shall remain open and valid for ninety (90) calendar days after the Bid Deadline. Carlos R. Fandino, Jr. City Administrator Dated: (Approved as to form by City Attorney) Published: i i i i 3 3 NOTICE INVITING BIDS (If appropriate)CONTRACT NO.(Insert#) �, ,� ,, ,1 i `� i :} to ,� i �� ik \;, +1 �1 ,�4 3 1 1 City of Vernon Instructions for Bidders Equipment or Supplies: For the Department (Insert Department) City personnel with whom prospective Bidders will deal with are: (Insert Department), 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 Ext. Bid opening date and time: (Insert date and time) ("Bid Deadline") Bids will be received and opened at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, i CA 90058. Bids must be received by the City Clerk prior to the time set for Bid opening. A bid received by the City Clerk after the time set for the Bid opening is a non-responsive Bid and shall not be considered. Except as set forth in Paragraph 1.7 ("Public Record"), the Completed Bid Forms, once removed from the Bid Packages by the City Clerk,will be a matter of public record GENERAL BID REQUIREMENTS ti To be considered, a Bidder must strictly follow the format for Bids in the specifications. Bids must be binding and firm. Any Bids may be withdrawn before Bid opening, but once opened and announced, Bids shall remain open and valid for ninety(90) calendar days after the Bid Deadline. 1. INTERPRETATION OF BIDDING DOCUMENTS AND ADDENDA A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of any part of the Notice Inviting Bids,these Instructions, the Bid Forms, or Addenda (as def ned below) (together, the "Bidding Documents"), or who finds discrepancies, errors or omissions therein or who finds variances in any of the Bidding Documents with applicable law, such Bidder shall at once submit a written request for an interpretation or correction thereof to the City's representative identified in the Notice Inviting Bids, or other designated individual. All Bidders shall submit such written requests to the City not less than ten (10) calendar days prior to the Bid Deadline. The person or entity submitting the request shall be j responsible for its prompt delivery to the City's Contact Person identified in the Notice Inviting Bids. Any response (i.e., interpretation or correction) will be made only by written addendum("Addendum") issued by the City and a copy of such Addendum will be delivered to all Interested Bidders (defined below) of record. Any Addenda so issued must be acknowledged in the Bid and the cost of any additional equipment 1 I INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) or modification thereto as a result of the Addenda shall be included in the Bid. Bidder's failure to acknowledge receipt of all Addenda may result in rejection of the Bid as nonresponsive. No person is authorized to render an oral interpretation or correction of any Bidding Documents and no Bidder may rely on any such oral interpretation or correction issued by the City. The City shall not be responsible for any other explanation or interpretation of the Bidding Documents, or for any oral instructions. City reserves the right to extend the Bid Deadline by issuing an 'j Addendum to Interested Bidders no later than 72 hours prior to the Bid Deadline. Bidders shall use complete sets of Bidding Documents in preparing Bids; City shall not assume responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. B. Copies of Addenda will be made available for inspection wherever Bidding Documents are on file for that purpose. Each Bidder shall ascertain prior to submitting a Bid that the Bidder has received all Addenda issued and the Bidder shall acknowledge their receipt in the Bid. 2. OBTAINING BIDDING DOCUMENTS Bidder may secure Bidding Documents only from the location specified in the Notice Inviting Bids. City will maintain a list of persons who obtained a copy of these Bidding Documents ("Interested Bidders"). Only Interested Bidders will receive Addenda, if so issued. 7 3. BID FORMS—SUBMITTAL A. The Bids shall be made on the forms provided herein with all blank spaces properly filled in. B. The phraseology shall not be changed, and no additions shall be made to the items mentioned herein. Unauthorized conditions, exemptions,limitations,or provisions attached to a Bid will render it informal and may cause its rejection. All forms requiring specific information shall be completed with all applicable information for a Bid to be considered responsive. C. Include all Bid Forms, properly executed, and intact on forms provided. Enclose the Bid Forms in a sealed envelope; type or print on the envelope "BIDS for" followed by the title and the date and time of the Bid Deadline, and the Bidder's name and address. The envelope may be mailed, hand delivered, or delivered by E courier or package delivery service. i D. One Original Bid and two copies shall be mailed, hand delivered, delivered by courier or package delivery service to the City Clerk, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058. jE. Bids received after the Bid Deadline or at any place other than the Office of the City Clerk will not be considered. 2 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) a 4. BID FORMS—AUTHORIZED SIGNATURES A. The full name, business address, zip code, and business telephone number, with area code of the individual,partnership,joint venture, or corporation submitting the Bid shall be typewritten or legibly printed on the Bid Forms. The Bidder shall sign the form with his/her usual wet ink signature. B. Sole Proprietorship: An individual shall sign. C. Partnership (General or Limited): A partner shall sign for a partnership; the partner shall give the names and addresses of all partners. D. Corporation: An officer shall sign for a corporation. The corporate name must be attested by the corporate seal. The names and titles of the president and all officers of the corporation who are authorized to sign the Bid Forms must be listed in an authenticated Incumbency Certificate signed by the corporate secretary. A signature other than a corporate officer's will be accepted only if an authenticated Incumbency Certificate is attached. E. Joint Venture: Bidders shall use the appropriate section(s) listed above in B-D, based on their applicable situation. 5. BID FORMS—SCHEDULE OF BID PRICES A. The Bidder shall include in his/her Bid price(s) any and all expense or costs that may be necessary to complete the delivery in accordance with the requirements of the Contract. The cost of all mobilization and/or preparatory work for the shipment t of equipment and/or supplies must be included in the Bid, and no extra F compensation will be paid to Bidder. B. The Bidder shall state for each item on the Schedule of Bid Prices form, in clearly legible figures,the Base Bid,the alternates,and the unit price and item total or lump sum, as the case may be, for which he/she proposes to supply materials and equipment. Bids must not contain any erasures, interlineations, strike-throughs or other corrections unless the same are suitably authenticated by affixing in the margin immediately opposite such erasure or correction the initials of the person(s) signing the Bid. If any Bid, or portion thereof, is determined by the City to be illegible, ambiguous or inconsistent, City may reject such a Bid as being non- responsive. C. In the case of a unit price item, the amount set forth, as the item total shall be the product of the estimated quantity times the unit price Bid. In the event of a } discrepancy between the unit price Bid and the item total, the unit price shall prevail; however, if the unit price is ambiguous, unintelligible, or uncertain for any cause, or is omitted, or is the same amount as the entry for the item total, then the item total shall prevail and shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price. Where so indicated by the makeup of the Bid Form, sums shall be expressed in both words and figures, and in 3 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) 1 case of discrepancy between the two, the amount written in words shall govern. D. All requested Alternates, if any, shall be Bid. See the Schedule of Bid Prices for more information and the list of Bid Alternates, if any. If no change in the Base Bid is required, enter"No Change." 6. BIDDER'S STATEMENTS OF QUALIFICATIONS A. Each Bidder shall be required to complete, execute and submit with its Bid, the form entitled "Bidder's Statement of Qualifications." B. A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform fully the requirements of the contract documents. In selecting the lowest responsible Bidder, consideration will be given not only to the Bidder's financial standing but also to the general competency of the Bidder for the performance of the work covered by the Bid.By submitting a Bid, each Bidder agrees that the City, in determining the successful Bidder and its eligibility for the award, may consider the Bidder's experience with similar types of furnishing and delivery performance under other contracts, financial condition, reputation in the industry, and other factors which could affect the Bidder's fulfillment of the request. 7. BIDDER'S AFFIDAVIT OF NON-COLLUSION An Affidavit of Non-Collusion in the form attached to this Notice Inviting Bids as Exhibit A, shall be signed under penalty of perjury, certifying that the Bid is not the result of and 3 has not been influenced by collusion. Bidder shall submit this form with its Bid. Any Bid made without such affidavit, or believed to be made in violation of the requirements set forth in the affidavit form, may be rejected. 8. INSURANCE REQUIREMENTS The Bidder shall submit to its insurance company or insurance agent the Insurance Requirements in this Specification and the Contract Documents. The insurance company's underwriter or agent must complete the Insurance Requirements documentation which states that the insurer's underwriter or agent will furnish the City with the required insurance documents within fourteen (14) days after the Bidder's having been notified of the Contract's award. The Bidder shall submit this form with its Bid. Any Bid made without this statement, or made with an incomplete statement, may be rejected. 1 9. PRICES AND PAYMENTS Approximate quantities listed in the Schedule of Bid Prices are estimates given for comparing Bids, and no claim shall be made against the City for excess or deficiency therein, actual or relative. 4 1 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO,(Insert#) i i t 10. SUBSTITUTIONS No requests for substitution of any material, device, product, equipment, fixture, form, or type of construction shall be considered by City prior to award of the Contract. Bidders shall submit all requests for substitution and substantiating data, within (insert # of days) U calendar days from the date of the notice awarding the Contract. Authorization of a substitution is solely within the discretion of the City. (a) Brand Name or Equal_ Specifications may refer one or more brand name products followed by the words "or equal." "Or equal" submissions will not necessarily be rejected because of minor differences in design, construction, or features which do not affect the suitability of the product for its intended use, except in those instances where the product is designated to match others in use on a particular improvement either completed or in the course of completion. The burden of proof that the product is equal for the intended use is on the a Bidder. (b) Items Must be New and Current. Unless otherwise specified,the items offered shall all be new and the latest model, make, or manufacture, and free from defects and ? imperfections. (c) Bids on Alternate Items. When any Bidder offers an alternate item for consideration,the Bidder will give complete specifications, name the brand and demonstrate that the alternate item is equal. The City reserves the right to reject any alternate item which it determines is not equally suitable for the specified purpose. The burden of proof is on the Bidder. 11. RETURN OF IMPROPER BIDS Bids submitted after the Bid Deadline are non-responsive and shall be returned to the Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted Bids shall not be considered unless the Notice Inviting Bids expressly permits such means of transmittal. 12. WITHDRAWAL OF BIDS Bidder may withdraw its Bid either personally or by written request any time prior to the scheduled Bid Deadline by notice to the City's Contact Person designated in the Notice Inviting Bids. If such notice is written, it shall be signed by the Bidder and shall be date- stamped and time-stamped by the City upon receipt. Withdrawn Bids may be resubmitted before the Bid Deadline provided that they are in full conformance with these Instructions a to Bidders. Once submitted and opened, all Bids are irrevocable, except as otherwise provided by law. Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid that such Bid shall remain open, is irrevocable, and may not be modified, i withdrawn, or cancelled for a period of ninety (90) days after award of the Contract. 5 1 JI INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) 1 13. OPENING AND EVALUATION OF BIDS A. Bid Opening and Tabulation. The Bids shall be opened and read in public after the Bid Deadline has expired at the time and location listed in the Notice Inviting Bids. A tabulation of all Bids received will be available for public inspection at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, CA during regular business hours for a period of not less than thirty (30) calendar days following the Bid Deadline. The City reserves the right to accept or reject any or all Bids and be the sole judge regarding the suitability of the products, services or supplies offered; and/or to waive any irregularities or informalities in any Bids or in the bidding process. The City further reserves the right to purchase all or fewer than all items or quantities of each item listed in the Bidding Documents. The award of the Contract, if made by the City, shall be to the lowest responsive and responsible Bidder. If Bid Alternate Items are called for, the lowest Bid shall be determined according to Paragraph 15 below. B. Evaluation of Bids. 1. Mandatory Qualifications. A Bid shall be rejected as non-responsive if the Bidder fails to document in the Bid that Bidder meets the essential n� requirements for qualification described in the Notice Inviting Bids 2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material respects, to the Bidding Requirements and Bidding Documents. 3. Responsible Bidder. A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform fully the requirements of the Bidding Documents. s 4. Competency of Bidders. In selecting the lowest responsible Bidder, consideration will be given not only to the financial standing but also to the general competency of the Bidder for the delivery of the equipment covered by the Bid including, but not limited to, the experience of the Bidder in supplying and delivery of equipment and materials for public agencies. By submitting a Bid, each Bidder agrees that the City, in determining the successful Bidder and its eligibility for the award, may consider the Bidder's experience with similar types of delivery of equipment or materials, conduct and performance under other contracts, financial condition, reputation in the industry, and other factors which could affect the Bidder's fulfillment of the request. A. Tie Bids. If two or more Bids meeting the specifications and other arequirements of the Bidding Documents are tied for low price, the Bids will be treated as follows: (i) if there is a significant difference in the responsibility of the 6 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) 1 i Bidders (including ability to deliver in the quantity and at the time required), the award will be made to the Bidder who is deemed to be the most responsible. (ii) if there is no significant difference in the responsibility of the Bidders, but there is a difference in the quality of the equipment or materials offered, the Bid offering the best quality of services will be accepted. j (iii) if there is no significant difference in the responsibility of the Bidders and no difference in the quality of the items offered, the Bid offering the earliest delivery time will be accepted in any case in which the Bid information specified that the needs of the City require delivery as early as possible. In all other cases, delivery time will not be considered in making awards so long as the Bidder states delivery will occur not later than the time specified in the Bid information as the latest acceptable delivery time. (iv) if the Bids quoting the same price are equal in every respect, the award may be split or made by lot. 14. AWARD OF CONTRACT The City reserves the right to reject any or all Bids and to waive any or all information or technical defects, as the interest of the City may require. Award of Contract or rejection of Bids will be made by the City within ninety (90) calendar days following the Bid Opening. 15. BASIS OF AWARD [SELECT AN OPTION] A. [Option 1] A Contract will be awarded to the lowest responsive and responsible Bidder meeting all requirements set forth in these Bidding Documents. [Option 2] The City will award the Contract based on the lowest calculated Base Bid including all alternates. B. City reserves the right in its sole discretion to select any, all, or none of the Bid Alternates at the time of award of the Contract, regardless of whether such Bid Alternates were used in the analysis to determine the lowest Bid. f 16. EXECUTION OF CONTRACT Within fourteen (14) calendar days after being notified by City that it has been awarded the Contract, Bidder shall deliver to the City the following documents: A. Three (3) copies of the Contract in the form included herein, properly executed by Bidder and, if Bidder is a corporation, evidence of its corporate existence and that 7 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) the persons signing the Contract are authorized to do so. All signatures must be notarized. B. Properly executed policies of all of the following: (a) the Commercial General Liability Insurance, (b) the Automotive Liability Insurance, and (c) Professional Liability, if required, and (e) the corresponding endorsements for each policy in accordance with the requirements set forth in Article 12 of the General Conditions. In the event that the fourteenth calendar day falls on Saturday, Sunday, a legal holiday for the State of California, or on days when City Hall is closed, the aforesaid documents shall be delivered by the following Working Day. After receipt of said documents within said time period or any extension thereof granted by the City, the City shall execute the Contract and return one (1) of said three (3) copies to Bidder for its files. i 17. PUBLIC RECORDS j City seeks to conduct its business openly. Upon opening, all Bids shall become a matter of public record and shall be regarded as public, with the exception of those elements of each Bid that are identified by the Bidder and plainly marked as "trade secret," "confidential," or "proprietary," including any Statement of Qualifications and financial statements submitted by Bidders. Each element of a Bid which a Bidder desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement(i.e.regarding entire pages,documents,or other,non-specific designations)shall not be sufficient and shall not bind the City in any way whatsoever. If City receives a request from a third party to make a Bid available for inspection and copying,the City will notify the Bidder of the request. If a Bidder instructs the City that the information is not to be released, City will withhold the information,provided,the Bidder expeditiously seeks a protective order from a court of competent jurisdiction to prevent such release. If disclosure is required under the California Public Records Act or otherwise by law (despite the Bidder's request for confidentiality),the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof. Bidder shall indemnify, defend (including Bidder's providing and paying for legal counsel for City), and hold harmless City, its officers, agents, employees, and representatives from and against all liability,claims,suits,demands,damages,fines,penalties,costs,or expenses arising out of or alleging City's refusal to publicly disclose one or more records that Bidder identifies as protectable, or asserts is protectable. 18. SPECIAL CITY REQUIREMENTS Special City forms and their instructions are an integral part of these specifications and failure to submit same may be grounds, in the sole discretion of the City, for rejection of any Bidder. A. Equal Employment Opportunity in Contracting. The City of Vernon is committed a to a policy of equal opportunity in contracting. Qualified firms including small 8 I INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) i t businesses and businesses owned by women, minorities, and disabled persons are encouraged to submit bids or proposals. Bidders expressly agree to comply with the City's ordinances and regulations regarding Equal Opportunity Employment as well as regulations that may be mandated by the source of the funds supporting the Contract. Bidder certifies and represents that during the performance of this Contract, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, religious belief, color, national origin, citizenship, ancestry, disability, sex, age, medical condition, pregnancy, sexual orientation or marital status. Bidder certifies that it will not maintain any segregated facilities. Bidder shall comply with all applicable Federal and California laws including,but not limited to, the California Fair Employment and Housing Act (California Government Code Section 12900, et seq.), California Labor Code Section 1735, and The Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.). Bidder shall require like compliance by all Subcontractors employed on the Work. j 19. BID PROTEST PROCEDURES A. Any Bidder submitting a Bid directly to the City and eligible for award of the Contract may file a protest if the Bidder complies with all of the following requirements and conditions: 1. The Bid protest is in writing; 2. A protest based upon alleged defects or improprieties in the Bidding Documents is filed with the City rp for to the Bid Deadline; 3. All other protests are to be filed and received by the City no more than five (5) calendar days following the City's notice of intent to award the Contract; and r 4. The written Bid protest sets forth, in detail, all grounds for the Bid protest, including without limitation: all facts, supporting documentation, legal authorities, and argument in support of the grounds for the Bid protest. All factual contentions must be supported by competent, admissible, and credible evidence. B. Any matters not set forth in the written Bid protest will be deemed waived. Any Bid protest not conforming to the foregoing requirements and conditions will be rejected by the City as invalid. C. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's submission of this Bid and the City's acceptance of same, the Bidder shall indemnify, defend (with counsel acceptable to City), and hold harmless the City, 'a its City Council members, employees, and agents from liability, claims, demands, { 9 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert#) i 3 damages, and costs arising therefrom if such dispute or action arises solely upon the award of a Contract in compliance with federal, state, and local laws. [END OF DOCUMENT] t I i 1 I �i i i fi 9 10 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO.(Insert 9) EXHIBIT A AFFIDAVIT OF NON-COLLUSION k F 4 11 INSTRUCTION TO BIDDERS (If appropriate)CONTRACT NO,(Insert#) ��1$1T 1 City of Vernon Of v� Fo � P1, R& o Colo � � y E019p5 { S LY 1�� i f i { i i i REQUEST FOR BIDS [INSERT PROJECT NAME] a FOR THE I DEPARTMENT OF [INSERT DEPARTMENT] CITY OF VERNON, CALIFORNIA 4305 SANTA FE AVENUE VERNON, CA 90058 E i E TABLE OF CONTENTS PAGE NOTICEINVITING BIDS...............................................................................................................................8-11 INSTRUCTIONSTO BIDDERS.....................................................................................................................12-26 BIDDING FORMS Bidder's Proposal................................................................................................................................28 Pre-Bid Site Inspection Certification....................................................................................................30 Schedule.of Bid Prices........................................................................................................................33 xIncumbency Certificate........................................................................................................................35 I Bid Bond..............................................................................................................................................36 3 Bidder's Statement of Qualifications....................................................................................................39 Bidders Experience Form 47 s Contractor Safety Questionnaire.........................................................................................................48 Designation of Subcontractors............................................................................................................52 Questionnaire Regarding Subcontractors............................................................................................55 Specialty Contractor or Subcontractor Statement of Qualifications ....................................................56 } Contractor's Affidavit of Non-collusion.................................................................................................58 r Insurance Requirement Certification...................................................................................................60 s Living Wage Compliance Certification ................................................................................................61 Certificate of Equal Opportunity Practices ..........................................................................................62 ProjectWorkforce Utilization Form......................................................................................................63 t Current Permanent Workforce Utilization Form...................................................................................64 STANDARD FORM OF CONTRACT.................................................................................................................65 E CONTRACT EXHIBITS: Exhibit A—General Conditions ARTICLE 1. PRELIMINARY PROVISIONS .......................................................................................68 1.01 Definitions 1.02 Representatives 1.03 Permits, Inspections, Plan Checks, and Similar Governmental Approvals and Utilities 1.04 Licenses 1.05 Allowances 1.06 Waiver 1.07 Data to be Furnished by the Contractor 1.08 Contract Drawings 1.09 Specifications and Drawings Page 2 of 177 1.10 Precedence of Contract Documents 1.11 Notice of Conflicts 1.12 Reports 1.13 Lines, Grades, and Measurements 1.14 Right of Way 1.15 Contractor's Operations/Storage Yard ARTICLE 2. PERFORMANCE OF THE WORK..........................................................................78 2.01 Performance of Work-General 2.02 No Assignment or Delegation 2.03 Standard of Performance 2.04 Defective Work 2.05 City's Right to Carry Out the Work 2.06 Communications and Notices Regarding the Work 2.07 Independent Contractor 2.08 Emergency Work 2.09 Subcontractors 2.10 Use of Facilities Prior to Completion of Contract 2.11 Cooperation with Other Work Forces 2.12 Agreements With Property Owners 2.13 Protection of Property 2.14 Contractor's Responsibilities for Losses or Liabilities 2.15 Warranty and Corrections 2.16 Cleaning and Environmental Controls 2.17 Water Pollution Control 2.18 Solid Waste Disposal and Diversion 2.19 Recycled, Reusable and Recyclable Products ARTICLE 3. TIME OF COMMENCEMENT AND COMPLETION................................................94 3.01 Commencement, Prosecution, and Completion of Work 3.02 City's Discretion to Extend Time 3.03 Substantial Completion 3.04 Delays and Extensions of Time for Contractor 3.05 Climatic Conditions 3.06 Completion and Acceptance 3.07 Liquidated Damages ARTICLE 4. CONSTRUCTION SCHEDULES............................................................................98 4.01 Baseline Project Schedule 4.02 Schedule Updates 4.03 Noncompensable Extraordinary Measures Page 3 of 177 4.04 Condition of Payment ARTICLE 5. SUSPENSION OR TERMINATION OF CONTRACT..............................................101 5.01 Termination by the Contractor 5.02 Termination by the City for Cause 5.03 Partial Deletion or Suspension of Work by the City 5.04 Termination by the City for Convenience 5.05 Contractor's Duties Upon Termination for Cause or Convenience ARTICLE6. CHANGES..............................................................................................................106 6.01 City's Right to Order Changes 6.02 Applicable Provisions 6.03 Notice of Scope Change 6.04 Change Orders 6.05 Construction Change Directive(Field Directive) 6.06 Pricing Changes in the Work 6.07 City Originated Request for Itemized Change Order Proposal Request 6.08 Contractor Originated Change Order Request(COR) 6.09 City Originated Unilateral Work Directive(Unilateral) ARTICLE 7. CONTRACT PAYMENTS AND CLAIMS ...............................................................114 7.01 General 7.02 Schedule of Values for Payments 7.03 Applications for Payment 7.04 Progress Payments 7.05 Final Payment 7.06 Miscellaneous 7.07 Payments by Contractor 7.08 Payments Withheld 7.09 Substitution of Securities 7.10 Claims ARTICLE 8. MATERIALS AND EQUIPMENT.............................................................................127 8.01 General 8.02 Quality and Workmanship 8.03 Trade Names and"Or Approved Equal" Provision 8.04 Approval of Materials 8.05 Ordering Materials and Equipment 8.06 Authority of the Director 8.07 Inspection 8.08 Infringement of Patents 'i Page 4 of 177 ARTICLE9. SUBMITTALS.........................................................................................................130 9.01 General 9.02 Product Handling 9.03 Schedule of Submittals 9.04 Shop Drawings 9.05 Colors 9.06 Manufacturer's Literature 9.07 Substitutions 9.08 Manuals 9.09 As-Built Drawings 9.10 Submittals Quantities 9.11 Identification of Submittals 9.12 Schedule of Submittals 9.13 Coordination of Submittals 9.14 Timing for Submittals 9.15 Approval by City 9.16 Changes to Approved Submittals ARTICLE10. SAFETY..................................................................................................................135 10.01 Protection of Persons and Property 10.02 Protection from Hazards 10.03 Differing Site Conditions 10.04 Traffic Regulation 10.05 Traffic Control Devices 10.06 Execution 10.07 Flagging 10.08 Pedestrian Canopies or Barricade Payments ARTICLE11. INDEMNITY ...........................................................................................................140 11.01 Indemnity 11.02 Enforcement 11.03 No Limitations ARTICLE12. INSURANCE ..........................................................................................................142 12.01 Condition to Commencement 12.02 Minimum Coverage and Limits 12.03 Conditions Regarding Insurance Coverage and Limits 12.04 Insurance Obligation is Separate from Indemnity Obligation ARTICLE 13. BONDS .......................................................................................................................143 13.01 Required Bonds Page 5 of 177 13.02 Power of Attorney 13.03 Approved Surety 13.04 Required Provisions 13.05 New or Additional Sureties 13.06 Waiver of Modifications and Alterations 13.07 Approval of Bonds ARTICLE 14. LABOR PROVISIONS ...........................................................................................145 14.01 Working Hours 14.02 Cost of Overtime Construction Services and Inspections 14.03 Compliance with State Labor Code 14.04 Wage Rates 14.05 Apprenticeship Standards 14.06 Employment of Apprentices 14.07 Character of Workers 14.08 No Smoking ARTICLE 15. DISPUTE RESOLUTION .......................................................................................149 15.01 Submission of Claims 15.02 Claims Dispute Resolution Process 15.03 No Waiver ARTICLE 16. ACCOUNTING RECORDS ....................................................................................151 16.01 Maintenance of Records 16.02 Access to Records 16.03 Contractor Noncompliance-Withholding 16.04 Specific Enforcement by City ARTICLE 17. MISCELLANEOUS PROVISIONS .........................................................................152 17.01 Compliance with Applicable Laws 17.02 Ownership of Design Documents 17.03 Amendments 17.04 Waiver 17.05 Independent Contractor 17.06 Successors and Assigns 17.07 Survival 17.08 Limitation on Third Party Beneficiaries 17.09 Personal Liability of City Employees 17.10 No Estoppel 17.11 Governing Law 17.12 Further Assurances i Page 6 of 177 i 17.13 Severability 17.14 Headings 17.15 Entire Agreement 17.16 Counterparts Exhibits to Exhibit A—General Conditions: Exhibit 1 —Performance Bond ..............................................................................................................157 Exhibit2—Payment Bond ....................................................................................................................160 Exhibit 3—Maintenance Bond ..............................................................................................................163 Exhibit 4—Insurance Requirements .....................................................................................................166 '! Exhibit 5—Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit................. 172 Exhibit B—Special Provisions—Specific for This Project(if required otherwise delete).................................174 Exhibit C—Living Wage Provisions...................................................................................................175 Exhibit D—Equal Employment Opportunity Practices Provision.............................................................. 176 Exhibit E—City Standard Plans(if required otherwise delete) ................................................................177 [END OF TABLE OF CONTENTS] f Page 7 of 177 NOTICE INVITING BIDS for (insert name of project) in the City of Vernon, California Bids are to be signed and submitted in TRIPLICATE. ONE ORIGINAL AND TWO COPIES of sealed bids must be received prior to p.m., ,by the City Clerk, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058, ("Bid Deadline"). All bids shall be enclosed in sealed envelopes, distinctly marked "Bid"with the title of the bid and the bidder's name address appearing on the outside. Bids should be mailed or delivered in person before p.m. on the Bid Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. Bids must be received in the City Clerk's Office before that time. At the bid opening, the City Clerk shall open bid packages and acknowledge the receipt of Bids. Once all bid packages are opened and announced, the Bid Forms will be made available for public review. The bids shall be clearly titled. Copies of the Bid Documents, Plans and Specifications are available at no charge (Optional: specify charge for plans and specifications here if desired) at the (Insert Department) Counter, City of Vernon, 4305 Santa Fe Avenue, Vernon, between 7 a.m. and 5:30 p.m., Monday through Thursday. A non-refundable fee of$20.00 will be charged if mailing is requested by calling (323) 583-8811. (If appropriate) Pre-Bid Meeting: A pre-bid meeting to answer any questions regarding the project plans and specifications is scheduled for at in the (Insert Department), 4305 Santa Fe Avenue, Vernon, California. This meeting is to answer any questions regarding the project plans and specifications. Attendance is/is not mandatory. (Select whether the meeting is or is not mandatory.) City of Vernon Contact Person: (Insert Department) Attention: Phone: ( ) Email: @ci.vemon.ca.us Mandatory Qualifications for Bidder and Designated Subcontractors: A Bid may be rejected as non-responsive if the Bidder fails to meet the essential requirements for qualification. 'i i Page 8 of 177 General Scope of Work: Contractor shall furnish labor, materials, equipment, services, and specialized skills to perform work involved in the Project. The Work in the Bid is defined in the Project Drawings and Specifications and will generally include the following: Contractor shall furnish labor, materials, equipment, services, and specialized skills to perform work involved in the Project. The Work in the Bid is defined in the Project Drawings and Specifications and will generally include: (INSERT PROJECT SCOPE OF WORK) (If appropriate) The work shall be done in accordance with Specifications No. Plan No. In the event of any conflicts, refer to the Procedure of Contract Documents" contained in General Conditions, Section 1.10. Mandatory Qualifications for Bidder and Designated Subcontractors: A Bid may be rejected as non-responsive if the Bid fails to document that Bidder meets the essential requirements for qualification. As part of the Bidder's Statement of Qualifications, each Bid must establish that: Bidder satisfactorily completed at least(Insert# of projects) prevailing wage public contracts in California; each comparable in scope and scale to this Project, within(Insert# of years) (__) years prior to the Bid Deadline and with a dollar value in excess of the Bid submitted for this Project. (OPTIONAL) In addition, if the Bidder intends to self-perform the (insert specialty sub-contract work), Bidder shall satisfy the mandatory qualifications described in the Specialty Contractor Statement of Qualifications applicable to such Work and submit the completed forms with the Bid. (OPTIONAL) Subcontractors listed for the (insert specialty sub-contract work) Work must satisfy the mandatory qualifications described in the Specialty Contractors' Statements of Qualifications applicable to the Work to be performed by each Subcontractor and Bidder must submit the completed forms with the Bid. Other Bidding Information: 1. Contract Time: This Work must be completed within calendar days from the date of commencement as established by the City's written Notice to Proceed. 2. Amount of Liquidated Damages: $ per calendar day 3. Required Construction Staging(Optional) Phases, See Construction Staging Plan 4. Intermediate Completion Milestones (Optional)Phase I must be completed by Phase II must be completed by , (add more as appropriate). 5. Bidding Documents. Bids must be made on the Proposal Form contained herein. 6. Engineer's Estimate. An Engineer's Estimate of the cost of construction of this Work has been prepared. Said estimate is in the range of$ to $ 8. Acceptance or Rejection of Bids. The City reserves the right to reject any and all bids,to award all or any individual part/item of the bid, and to waive any informalities, irregularities or technical defects in such bids and determine the lowest responsible bidder, whichever may be in Page 9 of 177 the best interests of the City. No late bids will be accepted, nor will any oral, facsimile or electronic bids be accepted by the City. 9. Contractor's License. At the time of the Bid Deadline and at all times during performance of the Work, including full completion of all corrective work during the Correction Period, Contractor must possess a California contractor's license or licenses, current and active, of the classification required for the Work, in accordance with the provisions of Chapter 9, Division 3, Section 7000 et seq. of the Business and Professions Code. In compliance with Public Contract Code Section 3300, the City has determined that the Bidder must possess the following license(s): "(insert type of license required)." (OPTIONAL) In addition, if Bidder intends to self-perform (insert specialty sub-contract work) Work, Bidder must possess the following licenses: (insert type of license(s)required) as applicable to such self-performed Work. The Bidder will not receive a Contract award if at the time of submitting the bid,the Bidder is unlicensed, does not have all of the required licenses, or one or more of the licenses are not current and active. If the City discovers at the time of the Bid Deadline that Contractor is unlicensed, does not have all of the required licenses, or one or more of the licenses are not current and active, the City may reject the Bid, cancel the award, declare the Bid Bond as forfeited, keep the Bid Bond's proceeds, and exercise any one or more of the remedies in the Contract Documents in addition to those provided by law. 10. Subcontractors' Licenses and Listiniz. Bidders must list each Subcontractor whom the Bidder must disclose under Public Contract Code Section 4104 (Subcontractor Listing Law), and the Bidder must provide all of the Subcontractor information that Section 4104 requires (name, address, license number, and portion of the Work). An inadvertent error in the license number will not be considered nonresponsive if it is corrected within 24 hours after the bid opening. In addition,the City requires the Bidder to list the dollar value of each Subcontractor's labor or services. The City reserves the right to review and disqualify any proposed Subcontractor. The City's disqualification of a Subcontractor does not disqualify a Bidder. In such case, prior to and as a condition to award of the Contract, the successful Bidder shall substitute a properly licensed and qualified Subcontractor—without an adjustment of the Bid Amount. At the time of the Bid Deadline and at all times during performance of the Work, each listed Subcontractor's license must be current and active for the portion of the Work listed and shall hold all specialty certifications required for such Work. 11. Permits, Inspections, Plan Checks, Governmental Approvals,Utility Fees and Similar Authorizations. (OPTIONAL) The City has applied and paid for the following Governmental Approvals and Utility Fees): Building Permit, Trash/Electrical Transformer Enclosure Permit, Mechanical Permit, Electrical Permit, Plumbing Permit, Fire Sprinkler Water Line Fee (Contractor must submit shop drawings for permit to issue), Sewer Facility Fees. Unless specified otherwise, all Governmental Approvals and Utility Fees shall be obtained and paid for by Contractor and will be reimbursed based on Contractor's actual direct cost without markup. 12. Bid Forms and Security: Each Bid must be made on the Bid Forms obtainable at the [insert department]. Each Bid shall be accompanied by a cashier's check or certified check drawn on a solvent bank, payable to "City of Vernon," for an amount equal to ten percent (10%) of the total maximum amount of the Bid. Alternatively, a satisfactory corporate surety Bid Bond for an amount equal to ten percent(10%) of the total maximum amount of the Bid may Page 10 of 177 accompany the Bid. Said security shall serve as a guarantee that the successful Bidder will, within fifteen(15) calendar days after the date of the award of the contract, enter into a valid contract with the City for said Work in accordance with the Contract Documents. 13. Bid Irrevocability. Bids shall remain open and valid for ninety (90) calendar days after the Bid Deadline. 14. Substitution of Securities. Pursuant to California Public Contract Code Section 22300, substitution of securities for withheld funds is permitted in accordance therewith. 15. Prevailing Wages. This Project is a"public work" as defined in California Labor Code Section 1720. Contractor awarded this Contract and all Subcontractors of any tier shall not pay less than the minimum prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Work. The Director of Industrial Relations of the State of California, pursuant to the California Labor Code, and the rates determined by the California Director of Industrial Relations are available online at www.dir.ca.gov/DLSR/PWD/. 16. Payroll Records. Pursuant to SB 854, Contractor and any Subcontractors shall furnish electronic certified payroll records directly to the Labor Commissioner(aka Division of Labor Standards Enforcement). 17. Registration with the Department of Industrial Relations (DIR). No contractor or subcontractor may be listed on a bid proposal for a public works project unless currently registered and qualified (including payment of any required fee) with the DIR pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project unless currently registered and qualified (including payment of any required fee) with the DIR pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the DIR. Carlos Fandino City Administrator Dated: (Approved as to form by City Attorney) Published: Page 11 of 177 City of Vernon Instructions for Bidders Project: for the Department (Insert Department) City personnel with whom prospective bidders will deal with are: (Insert Department), 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 Ext. Bid opening date and time: (Insert date and time) ("Bid Deadline") Bids will be received and opened at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, CA 90058 The bid must be received by the City Clerk prior to the time set for bid opening. A bid received by the City Clerk after the time set for the bid opening is a non-responsive bid and shall not be considered. GENERAL BID REQUIREMENTS To be considered, a bidder must strictly follow the format for bids in the specifications. Bids must be binding and firm. Any bids may be withdrawn before bid opening, but bids shall remain open and valid for ninety (90) calendar days after the Bid Deadline. 1. CONTRACTORS LICENSE The Bidder must possess a valid State of California Contractors License and must list type in the classification(s) specified in the Notice Inviting Bids at the time of the Bid Deadline and at all times during the performance of the Work, except as otherwise provided in California Business and Professions Code Section 7028.15. 2. INTERPRETATION OF BIDDING DOCUMENTS, SPECIFICATIONS AND ADDENDA A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of any part of the Bidding Documents,or who finds discrepancies,errors or omissions therein or who finds variances in any of the Bidding Documents with applicable law, such Bidder shall at once submit a written request for an interpretation or correction thereof to the City's representative identified in the Notice Inviting Bids, or other designated individual. All Bidders shall submit such written requests to City not less than ten (10) calendar days prior to the Bid Deadline. The person or entity submitting the request shall be responsible for its prompt delivery to City's Contact Person identified in the Notice Inviting Bids. t ' Page 12 of 177 I I i Any interpretation or correction will be made only by Addendum issued by the City and a copy of such Addendum will be delivered to all Interested Bidders of record. Any Addenda so issued must be acknowledged in the Bid and the cost of performing Work described in the Addenda shall be included in the Bid. Bidder's failure to acknowledge receipt of all Addenda may result in rejection of the Bid as nonresponsive. No person is authorized to render an oral interpretation or correction of any Bidding Documents and no Bidder may rely on any such oral interpretation or correction issued by the City. The City shall not be responsible for any other explanation or interpretation of the Drawings or Specifications, or for any oral instructions. City reserves the right to extend the Bid Deadline by issuing an Addendum to Interested Bidders no later than 72 hours prior to the Bid Deadline. Bidders shall use complete sets of Bidding Documents in preparing Bids; City shall not assume responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. B. Copies of Addenda will be made available for inspection wherever Bidding Documents are on file for that purpose. Each Bidder shall ascertain prior to submitting a Bid that the Bidder has received all Addenda issued and the Bidder shall acknowledge their receipt in the Bid. 3. OBTAINING DRAWINGS AND DOCUMENTS Bidder may secure Bidding Documents only from the location specified in the Notice Inviting Bids. City will maintain a list of persons who obtained a copy of these Specifications ("Interested Bidders"). Only Interested Bidders will receive Addenda, if so issued. 4. BID FORMS—SUBMITTAL A. The Bids shall be made on the forms provided herein with all blank spaces properly filled in. B. The phraseology shall not be changed, and no additions shall be made to the items mentioned herein. Unauthorized conditions, exemptions, limitations, or provisions attached to a Bid will render it informal and may cause its rejection. All forms requiring specific information shall be completed with all applicable information for a Bid to be considered responsive. C. Include all Bid Forms, properly executed, and intact on forms provided. Enclose the Bid Forms in a sealed envelope; type or print on the envelope "BIDS for" followed by the title and Specification Number and the date and time of the Bid Deadline, and the Bidder's name and address. The envelope may be mailed, hand i delivered, or delivered by courier or package delivery service. D. One Original Bid and two copies shall be hand delivered, delivered by courier or package delivery service to the City Clerk, City of Vernon,4305 Santa Fe Avenue, Vernon, CA 90058. Page 13 of 177 E. Bids received after the Bid Deadline or at any place other than the Office of the City Clerk will not be considered. 5. BID FORMS—AUTHORIZED SIGNATURES A. The full name, business address, zip code, and business telephone number, with area code of the individual,partnership,joint venture,or corporation submitting the Bid shall be typewritten or legibly printed on the Bid Forms. The Bidder shall sign the form with his/her usual wet ink signature. B. Sole Proprietorship: An individual shall sign. C. Partnership (General or Limited): A partner shall sign for a partnership; the partner shall give the names and addresses of all partners. D. Corporation: An officer shall sign for a corporation. The corporate name must be attested by the corporate seal. The names and titles of the president and all officers of the corporation who are authorized to sign the Bid Forms must be listed in an authenticated Incumbency Certificate signed by the corporate secretary. A signature other than a corporate officer's will be accepted only if an authenticated Incumbency Certificate is attached. E. Joint Venture: Bidders shall use the appropriate section(s) listed above in B-D, based on their applicable situation. 6. BID FORMS—SCHEDULE OF BID PRICES A. The Bidder shall include in his/her Bid price(s) any and all expense or costs that may be necessary to complete the project in accordance with the requirements of the Contract. The cost of all mobilization, preparatory work and operations for the multiple movements of personnel, equipment, supplies, and incidentals to the various project sites must be included in the various bid items, and no extra compensation will be paid to Contractor. B. The Bidder shall state for each item on the Schedule of Bid Prices form, in clearly legible figures,the Base Bid,the alternates,and the unit price and item total or lump sum, as the case may be, for which he/she proposes to supply labor, materials, and equipment and to perform the Work. Bids must not contain any erasures, interlineations, strike-throughs or other corrections unless the same are suitably authenticated by affixing in the margin immediately opposite such erasure or correction the initials of the person(s) signing the Bid. If any Bid, or portion thereof, is determined by the City to be illegible, ambiguous or inconsistent, City may reject such a Bid as being non-responsive. C. In the case of a unit price item, the amount set forth, as the item total shall be the product of the estimated quantity times the unit price Bid. In the event of a discrepancy between the unit price Bid and the item total, the unit price shall prevail; however, if the unit price is ambiguous, unintelligible, or uncertain for Page 14 of 177 I any cause, or is omitted, or is the same amount as the entry for the item total, then the item total shall prevail and shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price. Where so indicated by the makeup of the Bid Form, sums shall be expressed in both words and figures, and in case of discrepancy between the two, the amount written in words shall govern. D. All requested Alternates, if any, shall be Bid. See the Schedule of Bid Prices for more information and the list of Bid Alternates, if any. If no change in the Base Bid is required, enter"No Change." 7. BID SECURITY A. Each Bid shall be accompanied by cash or a cashier's check or a certified check, drawn on a responsible bank doing business in the United States payable to the City, or a satisfactory Bid Bond in favor of the City executed by the Bidder as a principal and a California admitted surety company (as defined by California Code of Civil Procedure §§995.120 and 995.311) as surety ("Bid Security"). B. All bonds must be issued by a California admitted surety insurer with the minimum AM Best Company Financial strength rating of"A:VII" or better. Bonds issued by a California admitted surety not listed on Treasury Circular 570 will be deemed accepted unless specifically rejected by the City. Bonds issued from admitted surety insurers not listed in Treasury Circular 570 must be accompanied by all documents enumerated in California Code of Civil Procedure Section 995.660. All such bonds must be accompanied by a power of attorney from the surety company authorizing the person executing the bond to sign on behalf of the company. If the bonds are executed outside the State of California, all copies of the bonds must be countersigned by a California representative of the surety. The signature of the person executing the bond on behalf of Surety must be acknowledged by a Notary Public as the signature of the person designated in the power of attorney. C. Bid Security shall be in an amount not less than 10% of the Base Bid. Any Bid submitted without Bid Security will be rejected as non-responsive. The Bid Security shall be given as a guarantee that the successful Bidder will execute the Contract and will provide the insurance, bonds and other required forms within fourteen(14) calendar days after award of the Contract. Bidders will be entitled to return of Bid Security except when a successful Bidder forfeits its Bid Security. A forfeit may occur, for example, if the successful Bidder withdraws its Bid prior to the expiration of ninety (90) calendar days after award of the Contract; attempts to withdraw its Bid when the requirements of Public Contract Code § 5101 et seq. are not met; or refuses or fails to execute the Contract and provide the required bonds, insurance or certificates within fourteen (14) calendar days after award of the Contract. In any one or more of these events, if City awards the Contract for the Work to the next lowest responsible Bidder, the amount of the original lowest Bidder's security shall be applied to the Contract Price differential between the lowest Bid and the second lowest Bid. Any surplus will be returned to the original lowest Bidder. If the City rejects all other Bids presented and re-advertises, the Page 15 of 177 lowest Bidder's Bid Security may be used to offset the City's cost of re-advertising and receiving new Bids. In that case, the surplus if any, will be returned to the original lowest Bidder. D. The Bid Security shall be held for ninety (90) calendar days after the award of the Contract or until posting by the successful Bidder of the payment and performance bonds, proof of insurance, return of executed copies of the Contract and necessary certification(s), whichever first occurs, after which time the Bid Security will be returned to all Bidders. E. If a Bid Bond is to be submitted, Bidder shall use the form entitled "Bid Bond" contained in the Bidding Documents, which Bid Bond shall be properly executed and acknowledged by the Bidder and by a corporate surety authorized to transact such business in the State of California. F. Any alteration of said form of Bid Bond, or imperfection in the execution thereof, as herein required, will render it informal and may, at the option of the City, result in the rejection of the Bid under which the Bid Bond is submitted. 8. BIDDER'S AND SPECIALTY CONTRACTORS' STATEMENTS OF QUALIFICATIONS A. Each Bidder shall be required to complete, execute and submit with its Bid, the form entitled "Bidder's Statement of Qualifications." (OPTIONAL) In addition, if the Bidder intends to have (insert specialty sub-contract work) Work, Bidder shall satisfy the mandatory qualifications described in the Specialty Contractors' Statements of Qualifications applicable to such Work and submit the completed forms with the Bid. Subcontractors listed for the (insert specialty sub-contract work) Work must satisfy the mandatory qualifications described in the Specialty Contractor or Subcontractor Statement of Qualifications applicable to the Work to be performed by each Subcontractor and Bidder must submit the completed forms with the Bid. Notwithstanding the provisions of Paragraph 22 herein, the Bidder's Statement of Qualifications (OPTIONAL) and the Specialty Contractor or Subcontractor Statement of Qualifications) shall not be public records. All information required by a Bidder's or Specialty Contractor Statement of Qualifications shall be completely and fully provided. If no information is to be filled in a blank space, then write "none." Any Bid not accompanied by a Bidder's Statement of Qualifications (OPTIONAL) and Specialty Contractor or Subcontractor Statement of Qualifications) form completed with all information required may render the Bid non-responsive. If the City determines that any information provided by a Bidder in the Bidder's (OPTIONAL) or Specialty r Contractors') Statement of Qualifications is false or misleading, or is incomplete so as to be false or misleading,the City may reject the Bid submitted by such Bidder as being non-responsive. B. A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily i Page 16 of 177 perform fully the requirements of the contract documents. In selecting the lowest responsible Bidder, consideration will be given not only to the Bidder's financial standing but also to the general competency of the Bidder for the performance of the work covered by the Bid including, but not limited to, the experience of the Bidder in construction of public buildings for public agencies. By submitting a Bid, each Bidder agrees that the City, in determining the successful Bidder and its eligibility for the award, may consider the Bidder's experience with similar types of construction projects and facilities, conduct and performance under other contracts, financial condition, reputation in the industry, and other factors which could affect the Bidder's performance of the work. 9. DESIGNATION OF SUBCONTRACTORS A. Subcontractor Listing. On the Designation of Subcontractors form,the Bidder shall list each Subcontractor whom the Bidder must disclose under the Subletting and Subcontracting Fair Practice Act, Public Contract Code Section 4104. The Bidder shall provide: each Subcontractor's name, the trade and type of work that the Subcontractor will perform, the location (address) of the Subcontractor's place of business, each Subcontractor's license number, and the dollar value of each Subcontractor's labor or services. If additive Alternate Bid Items are included in the Bidding Documents, the Bidder shall identify each Subcontractor performing additive Alternate Bid Items, when such Work or the combination of base Contract Work and Alternate Work—exceeds one-half of one percent of the total Bid Amount. B. Subcontractors' Licenses. At the time of the Bid Deadline and at all times during performance of the Work, each listed Subcontractor shall possess a current and active California Contractor's license appropriate for the portion of the Work listed for such Subcontractor,and hold all specialty certifications required for such Work. C. Disqualification of a Subcontractor. The City has the right to review the suitability and qualifications of any Subcontractor proposed by the Bidder. As part of this review, the City may request a Bidder to submit additional information about one or more of the listed Subcontractors—including, but not limited to—a statement detailing the Subcontractor's experience with pertinent information as to similar projects and other evidence of the Subcontractor's qualifications. If requested, the Bidder shall provide the information to the City within the time specified in the City's written request. After due investigation, if the City has a reasonable objection to any proposed Subcontractor, the City may, before giving the notice of award, require the apparent successful Bidder to submit an acceptable substitute. The City's disqualification of a Subcontractor does not disqualify a Bidder. However,prior to and as a condition to award of the Contract,the successful Bidder shall substitute a properly licensed and qualified Subcontractor without an adjustment of the Bid Price. D. Work of Subcontractors. The organization or arrangement of the Specifications and Drawings do not limit the extent of the Work for the Contract Documents. Page 17 of 177 Accordingly, all Bidders are encouraged to disseminate all of the Specifications, Drawings and other Contract Documents to all persons or entities submitting sub- bids to the Bidder. The omission of any portion or item of Work from the Bid or from sub-bids, which is reasonably inferable from the Contract Documents, will not be a basis for adjustment of the Contract Price or the Contract Time. E. Ineligible Subcontractors. The successful Bidder is prohibited from performing Work on the Project with any Subcontractor who is ineligible to perform work on a public works project pursuant to California Labor Code Sections 1777.1 or 1777.7. In submitting its Bid, the Bidder certifies that it has investigated the eligibility of each and every listed Subcontractor and has determined that none is ineligible to perform work pursuant to the above code provisions. 10. CONTRACTOR'S NONCOLLUSION AFFIDAVIT A Noncollusion Affidavit in the form provided by the City shall be signed under penalty of perjury, certifying that the Bid is not the result of and has not been influenced by collusion. Bidder shall submit this form with its Bid. Any Bid made without such affidavit, or believed to be made in violation of the requirements set forth in the affidavit form, may be rejected. 11. INSURANCE REQUIREMENTS The Bidder shall submit to its insurance company or insurance agent the Insurance Requirements in this Specification and the Contract Documents. The insurance company's underwriter or agent must complete the Insurance Requirements documentation which states that the insurer's underwriter or agent will furnish the City with the required insurance documents within fourteen (14) days after the Bidder's having been notified of the Contract's award. The Bidder shall submit this form with its Bid. Any Bid made without this statement, or made with an incomplete statement, may be rejected. 12. EXAMINATION OF DRAWINGS, SPECIFICATIONS,AND SITE OF WORK A. The Bidder shall examine carefully the site of the Work contemplated and the Drawings and Specifications. The submission of a Bid will be conclusive evidence that the Bidder has investigated and is satisfied as to the conditions to be encountered, as to the character, quality, and quantities of Work to be performed and materials to be furnished, the difficulties to be encountered, and to the requirements of the Drawings, Specifications, and other Contract Documents. The Bidder shall ascertain the locations of the existing utility services, and other underground facilities, and provide for carrying out its operations so as to cause the minimum possible inconvenience to the occupants of properties along any streets affected. All Work and costs involved in the safeguarding of the properties of others shall be at the expense of the Bidder to whom the Contract may be awarded. B. The Bidder hereby certifies that it has examined the local conditions,has read each and every clause of the Contract Documents, and that it has included all costs necessary to complete the specified Work in its Bid prices, and the Bidder agrees Page 18 of 177 that if it is awarded the Contract, it will make no claim against the City based upon ignorance of local conditions or misunderstanding of any of the provisions of the Contract. Should the conditions turn out otherwise than the Bidder anticipated, the Bidder agrees to assume all risks incident thereto. 13. PRICES AND PAYMENTS Approximate quantities listed in the Schedule of Bid Prices are estimates given for comparing Bids, and no claim shall be made against the City for excess or deficiency therein, actual or relative. Payment at the prices agreed upon will be in full for the completed Work and will cover materials, supplies, labor, tools, equipment, and all other expenditures incident to a satisfactory compliance with the Contract, subject to all applicable provisions in the Contract and General Conditions. 14. PERMIT FEES (Optional) If provided in the General Conditions, Contractor shall be reimbursed for the actual direct cost of all Permit Fees, as defined in Paragraph 1.01 and addressed in 1.03 of the General Conditions. Bidder shall exclude the cost of Permit Fees from Bidder's Base Bid sum; Base Bid sum shall include the cost of administration and coordination for all Governmental Approvals and Utility Fees. 15. SUBSTITUTIONS [Select one of the following alternatives.] (Option 1) No requests for substitution of any material, device, product, equipment, fixture, form, or type of construction shall be considered by City prior to award of the Contract. Bidders shall submit all requests for substitution and substantiating data, within (insert# of days) calendar days from the date of the Notice to Proceed. Bidder shall refer to the appropriate provisions of the General Conditions for additional information regarding substitutions. Authorization of a substitution is solely within the discretion of the City. (Option 2) Bidders wishing to obtain City's authorization for substitution of any material, device, product, equipment, fixture, form, or type of construction shall submit all requests for substitution, including all data necessary to demonstrate acceptability, a minimum of (insert # of days) calendar days prior to the Bid Deadline. Approval of any such substitution shall be made in writing by the City. Bidders shall refer to the appropriate provisions in the General Conditions for additional requirements for substitutions. In the absence of a written Addendum prior to the Bid Deadline or a Change Order approving the request after Contract award, a request for substitution shall be deemed denied. 16. RETURN OF IMPROPER BIDS Bids submitted after the Bid Deadline are non-responsive and shall be returned to the Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted Page 19 of 177 Bids shall not be considered unless the Notice Inviting Bids expressly permits such means of transmittal. 17. WITHDRAWAL OF BIDS Bidder may withdraw its Bid either personally or by written request any time prior to the scheduled Bid Deadline by notice to the City's Contact Person designated in the Notice Inviting Bids. If such notice is written, it shall be signed by the Bidder and shall be date- stamped and time-stamped by the City upon receipt. Withdrawn Bids may be resubmitted before the Bid Deadline provided that they are in full conformance with these Instructions to Bidders. Once submitted, all Bids are irrevocable, except as otherwise provided by law. Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid that such Bid shall remain open, is irrevocable, and may not be modified, withdrawn, or cancelled for a period of ninety (90) days after award of the Contract. 18. OPENING AND EVALUATION OF BIDS A. Bid Opening and Tabulation. The Bids shall be opened and read in public after the Bid Deadline has expired at the time and location listed in the Notice Inviting Bids. A tabulation of all Bids received will be available for public inspection at the Office of the [Insert Department], 4305 Santa Fe Avenue, Vernon, CA 90058 during regular business hours for a period of not less than thirty (30) calendar days following the Bid Deadline. The City reserves the right to accept or reject any or all Bids and be the sole judge regarding the suitability of the products, services or supplies offered; and/or to waive any irregularities or informalities in any Bids or in the bidding process. The City further reserves the right to purchase all or fewer than all items or quantities of each item listed in the Bidding Documents. The award of the Contract, if made by the City, shall be to the lowest responsive and responsible Bidder. If Bid Alternate Items are called for, the lowest Bid shall be determined according to Paragraph 20 below. B. Evaluation of Bids. 1. Mandatory Qualifications. A Bid shall be rejected as non-responsive if the Bidder fails to document in the Bid that Bidder meets the essential requirements for qualification described in the Notice Inviting Bids. As part of the Bidder's Statement of Qualifications each Bidder must establish that it, as the current entity: (1) has successfully completed at least (Insert # of projects)(___)similar projects involving similar work within the last(Insert # of years) ( ) years with a cost equal to or in excess of the Bidder's Bid; and (2) has successfully completed at least E (Insert#of public works projects)public works projects. (OPTIONAL)The City's disqualification of a Subcontractor listed for the(insert specialty sub- contract work) Work does not disqualify a Bidder. However, prior to and as a condition to award of the Contract, the successful Bidder shall Page 20 of 177 substitute a properly licensed and qualified Subcontractor — without an adjustment of the Bid Price. 2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material respects, to the Bidding Requirements and Contract Documents. 3. Responsible Bidder. A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform fully the requirements of the Contract Documents. 4. Competency of Bidders. In selecting the lowest responsible Bidder, consideration will be given not only to the financial standing but also to the general competency of the Bidder for the performance of the Work covered by the Bid including, but not limited to, the experience of the Bidder in construction of public works for public agencies. By submitting a Bid,each Bidder agrees that the City, in determining the successful Bidder and its eligibility for the award, may consider the Bidder's experience with similar types of construction projects and facilities, conduct and performance under other contracts, financial condition,reputation in the industry, safety record and protocols and other factors which could affect the Bidder's performance of the Work. 19. AWARD OF CONTRACT The City reserves the right to reject any or all Bids and to waive any or all information or technical defects, as the interest of the City may require. Award of Contract or rejection of Bids will be made by the City within ninety (90) calendar days following the Bid Opening. 20. BASIS OF AWARD A. A Contract will be awarded to the lowest responsive and responsible Bidder meeting all requirements set forth in these Bidding Documents. (If bidders are required to bid for items that may be added to or deducted from the scope of work, select one of the following optional clauses. The choice of one of these methods is required by Cal. PC§20103.8. If the City does not specify a method, the lowest bid will be the lowest bid prices on the base contract without consideration of prices on the additive or deductive items) [Option 1] The City will award the Contract based on the lowest Base Bid without consideration of the prices on the additive or deductive items. [Option 2] The City will award the Contract based on the lowest Base Bid including all alternates. [Option 3] The City will award the Contract based on the lowest total of the bid i Page 21 of 177 prices on the base bid and those additive or deductive items that when taken in order from a specifically identified list of those items in the Bid Form and added to, or subtracted from, the base contract, are less than, or equal to, a funding amount publicly disclosed by the City before the first bid is opened. [Option 4] The City will award the Contract based on the lowest bid in a manner that prevents any information that would identify any of the bidders from being revealed to the City before the ranking of all bidders from lowest to highest has been determined. B. City reserves the right in its sole discretion to select any, all, or none of the Bid Alternates at the time of award of the Contract, regardless of whether such Bid Alternates were used in the analysis to determine the lowest Bid. 21. EXECUTION OF CONTRACT Within fourteen (14) calendar days after being notified by City that it has been awarded the Contract, Contractor shall deliver to the City the following documents: A. Three (3) copies of the Contract in the form included herein, properly executed by Contractor and, if Contractor is a corporation, evidence of its corporate existence and that the persons signing the Contract are authorized to do so. All signatures must be notarized. B. Properly executed copies of the (a) Performance Bond (b) Labor and Material (Payment) Bond and (c) Maintenance Bond in accordance with the requirements set forth in Article 13 of the General Conditions and in the form shown on Exhibits 1, 2 and 3 attached thereto. All signatures must be notarized. C. Properly executed policies of all of the following: (a) the Commercial General Liability Insurance, (b) the Automotive Liability Insurance, and (c) Professional Liability, if required, and (e) the corresponding endorsements for each policy in accordance with the requirements set forth in Article 12 of the General Conditions. In the event that the fourteenth calendar day falls on Saturday, Sunday, a legal holiday for the State of California, or on days when City Hall is closed,the aforesaid documents shall be delivered by the following working day. After receipt of said documents within said time period or any extension thereof granted by the City, the City shall execute the Contract and return one (1) of said three (3) copies to Contractor for its files. 22. PUBLIC RECORDS City seeks to conduct its business openly. Except as set forth in paragraph 8.A., upon opening, all Bids shall become a matter of public record and shall be regarded as public, with the exception of those elements of each Bid that are identified by the Bidder and plainly marked as "trade secret,""confidential,"or"proprietary,"including any Statement Page 22 of 177 of Qualifications and financial statements to be submitted by Bidders. Each element of a Bid which a Bidder desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement(i.e. regarding entire pages, documents,or other, non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If City receives a request from a third party to make a Bid available for inspection and copying,the City will notify the Bidder of the request. If a Bidder instructs the City that the information is not to be released, City will withhold the information, provided, the Bidder expeditiously seeks a protective order from a court of competent jurisdiction to prevent such release. If disclosure is required under the California Public Records Act or otherwise by law(despite the Bidder's request for confidentiality),the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof. Bidder shall indemnify, defend (including Bidder's providing and paying for legal counsel for City), and hold harmless City, its officers, agents, employees, and representatives from and against all liability,claims,suits,demands,damages,fines,penalties,costs,or expenses arising out of or alleging City's refusal to publicly disclose one or more records that Bidder identifies as protectable, or asserts is protectable. 23. PREVAILING WAGE RATES AND EMPLOYMENT OF APPRENTICES A. Prevailing Wage Rates. The Bidder and all Subcontractors shall utilize the relevant prevailing wage rate determinations in effect on the first advertisement date of the Notice Calling for Bids in preparing the Bid Proposal and all component price quotations,provided,however,that when Davis Bacon wage rates apply, such rates are subject to increase by written notice, issued by Addendum not less than 10 calendar days before the Bid Deadline. Pursuant to California Labor Code Section 1770 et seq., the Director of the Department of Industrial Relations of the State of California and the United States Secretary of Labor have determined the general prevailing wage rates in the locality in which the Work is to be performed. Said rate schedules are available on the Internet at www.dir.ca.gov/DLSR/PWD/. The wage rate for any classification not listed,but which may be required to execute the Work, shall be commensurate and in accord with specified rates for similar or comparable classifications for those performing similar or comparable duties. To comply with California Labor Code Section 1773.2, Contractor shall post, at appropriate and conspicuous locations on the job site, a schedule showing all applicable prevailing wage rates and shall also comply with the requirements of California Labor Code Sections 1773 et seq. B. Apprenticeship Committee Contract Award Information. Pursuant to California Labor Code § 1777.5 and Title 8 of the California Code of Regulations § 230, Contractor and Subcontractors of any tier who are not already approved to train by j an apprenticeship program sponsor shall, within ten (10) calendar days of signing the Contract or subcontract, as applicable, but in any event prior to the first day in which Contractor or Subcontractor has workers employed on the Project, submit the Public Works Contract Award Information form (DAS Form 140) to the appropriate local apprenticeship committees whose geographic area of operation Page 23 of 177 include the area of the Project and who can supply apprentices to the Project. City reserves the right to require Contractors and Subcontractors to submit a copy of said forms to the City. C. Statement of Employer Fringe Benefit Payments. Within five (5) calendar days of signing the Contract or subcontract, as applicable, the Statement of Employer Payments (DLSE Form PW 26) shall be completed for each Contractor and Subcontractor of any tier who pays benefits to a third party trust, plan or fund for health and welfare benefits, vacation funds or makes pension contributions. The form must contain, for each worker classification, the fund, plan or trust name, address, administrator, the amount per hour contributed and the frequency of contributions. Training fund contributions shall also be reported in this form. City reserves the right to require Contractors and Subcontractors to submit a copy of said forms to the City. D. Notice to Subcontractors. Bidders shall notify all potential Subcontractors submitting price quotations for portions of the Work of the requirements concerning payment of prevailing wage rates,payroll records,hours of Work, and employment of apprentices. 24. REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) No contractor or subcontractor may be listed on a bid proposal for a public works project unless currently registered and qualified (including payment of any required fee) with the DIR pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project unless currently registered and qualified (including payment of any required fee) with the DIR pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the DIR. 25. SPECIAL CITY REQUIREMENTS Special City forms and their instructions are an integral part of these specifications and failure to submit same may be grounds, in the sole discretion of the City, for rejection of any Bidder. A. Living Wage Ordinance and Prevailing Wage Where Applicable. Contractor, and Subcontractors, if any, shall comply with the terms and conditions of Ordinance No. 1187, the City's Living Wage Ordinance. Upon request, certified payroll B. Documents shall be provided to the City.If there is a difference between the Vernon Living Wage rates and the California Prevailing wage rates for the same classification of labor, Contractor and subcontractor shall not pay less than the highest wage rate for that classification. i Page 24 of 177 i i I C. Equal Employment Opportunity in Contracting. The City of Vernon is committed to a policy of equal opportunity in contracting. Qualified firms including small businesses and businesses owned by women, minorities, and disabled persons are encouraged to submit bids or proposals. Contractors expressly agree to comply with the City's ordinances and regulations regarding Equal Opportunity Employment as well as regulations that may be mandated by the source of the funds supporting the Contract. Contractor certifies and represents that during the performance of this Contract,it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their age not discriminated against because of their race,religion, religious belief, color, national origin, citizenship, ancestry, disability, sex, age, medical condition, pregnancy, sexual orientation or marital status. Contractor certifies that it will not maintain any segregated facilities. Contractor shall comply with all applicable Federal and California laws including, but not limited to, the California Fair Employment and Housing Act (California Government Code Section 12900, et seq.), California Labor Code Section 1735, and The Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.). Contractor shall require like compliance by all Subcontractors employed on the Work. 26. BID PROTEST PROCEDURES A. Any Bidder submitting a Bid directly to the City and eligible for award of the Contract may file a protest if the Bidder complies with all of the following requirements and conditions: 1. The Bid protest is in writing; 2. A protest based upon alleged defects or improprieties in the Contract Documents is filed with the City prior to the Bid Deadline; 3. All other protests are to be filed and received by the City no more than five (5) calendar days following the City's notice of intent to award the Contract; and 4. The written Bid protest sets forth, in detail, all grounds for the Bid protest, including without limitation: all facts, supporting documentation, legal authorities, and argument in support of the grounds for the Bid protest. All factual contentions must be supported by competent, admissible, and credible evidence. B. Any matters not set forth in the written Bid protest will be deemed waived. Any Bid protest not conforming to the foregoing requirements and conditions will be rejected by the City as invalid. C. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's submission of this Bid and the City acceptance of same,the Bidder shall indemnify, Page 25 of 177 defend (with counsel acceptable to City), and hold harmless the City, its City Council members, employees, and agents from liability, claims, demands, damages, and costs arising therefrom if such dispute or action arises solely upon the award of a Contract in compliance with federal, state, and local laws. [END OF DOCUMENT] i f i Page 26 of 177 i i BIDDING FORMS Page 27 of 177 { BIDDER'S PROPOSAL The undersigned submits this Bid in response to the Notice Inviting Bids issued by the City to construct the Work of the following Project in accordance with the Contract Documents: PROJECT: (Insert Project Name), Specification No. (XXXX) A. Enclosed herewith and by this reference incorporated herein and made a part of this Bidder's Bid are the following completed forms: 1. Bidder's Proposal 2. Schedule of Bid Prices 3. Incumbency Certificate 4. Bid Security in the following form (check one): ❑ Cashier's Check ❑ Certified Check ❑ Bid Bond ❑ Cash 5. Bidder's Statement of Qualifications 6. Experience Form 7. Statement of Violations of Federal, State or Local Law, if applicable 8. (OPTIONAL)Specialty Contractor Statement of Qualifications 9. Contractor Safety Questionnaire 10. Designation of Subcontractors 11. Contractor's Affidavit of Noncollusion 12. Insurance Requirements Affidavit 13. Statement of Disqualification or Debarment. 14. Pre-Bid Site Inspection Certification. B. Acknowledgment of Addenda. The Bidder shall acknowledge the receipt of all Addenda by attaching a signed copy of all Addenda, and by listing all Addenda received and attached in the space below. If an Addendum or Addenda have been issued by the City and not attached and noted above as being received by the Bidder,the Bid may be rejected. C. Inspection of the Work and Contract Documents. Bidder certifies that it has carefully examined and is fully Page 28 of 177 familiar with all of the provisions of the Bidding Documents and said Bidding Documents contain sufficient detail regarding the Work to be performed;that it has notified City of any errors or omissions in the Bidding Documents and/or any unusual site conditions;and that it has carefully checked all words, prices, and statements in this Bidding Document. Bidder hereby certifies that he/she and his/her Subcontractors have inspected the site and related Drawings and Specifications of Work and fully acquainted themselves with all conditions and matters which may in any way affect the Work,time of completion or the costs thereof. Bidder also certifies he/she has observed the designated Contractor Work areas and access routes, if disclosed or shown, as part of the Work in this Contract. i Page 29 of 177 I PRE-BID SITE INSPECTION—CERTIFICATION: Person(s)who inspected site of the proposed Work for your firm: Name: Date of Inspection Title: Name: Date of Inspection Title: D. Bidder agrees that all costs of Work shown in the Bidding Documents, including work reasonably inferable therefrom and necessary thereto, are included in his/her Bid. All Work shown in the Contract Documents for which a specific line item is not provided in the Bidding Form is included in the Bidder's Total Base Bid Price. (OPTIONAL)Contractor shall be reimbursed for the actual direct cost of all Permit Fees,if any,as defined in Paragraph 1.01 and addressed in Paragraph 1.03 of the General Conditions. Bidder shall exclude the cost of Permit Fees from Bidder's Base Bid sum; Base Bid sum shall include the cost of administration and coordination of Governmental Approvals and Utility Fees. Bidder agrees that City will not be responsible for any errors or omissions on the part of the undersigned in making this Bid. E. Forfeiture of Bid Security. Bidder further agrees that, in case of his/her default in executing the required Contract and the required bonds, or furnishing the required insurance, the money payable under the Bid Security accompanying this Bid shall be applied by the City towards payment of the damage to the City on account of such default, as provided in the Bidding Documents. F. Period of Irrevocability. Bidder agrees that this Bid shall remain open and shall not be withdrawn for a period of not less than ninety(90) calendar days from the date of award of Contract, or until rejected by the City, whichever period is shorter. G. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's submission of this Bid and the City acceptance of same,the Bidder shall indemnify, defend(with counsel acceptable to City), and hold harmless the City, its City Council members, employees, and agents from liability, claims, demands, damages, and costs arising therefrom if such dispute or action arises solely upon the award of a Contract in compliance with federal, state, and local laws. The Bidder declares that neither he/she nor any member of his/her firm or corporation is an officer or employee of the City of Vernon. I hereby certify under penalty of perjury under the laws of the State of California that the representations made herein are true and correct. Executed this day of at City State Page 30 of 177 Bidder's Proposal Respectfully Submitted NAME OF BIDDER COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE NUMBER: FAX NUMBER: E-MAIL: CALIFORNIA STATE CONTRACTOR'S LICENSE NUMBER: EXPIRATION DATE: TAX IDENTIFICATION NO.: SURETY COMPANY: All Bid forms must be signed where so indicated by the person or persons duly authorized to sign on behalf of the Bidder. By signing the Bid,the person signing is deemed to represent that he or she has authority to bind the Bidder. Failure to sign the Bidder's Proposal may invalidate the Bid. i Page 31 of 177 i i BIDDER'S PROPOSAL—SIGNATURE(S): Form of Entity of Bidder: Please check the appropriate signature block below and fill in all related information. ❑ Sole Proprietorship: By: Title: Printed name of person signing Signature List all d/b/a's: ❑ Partnership: ❑General Partner ❑Limited Partner By: Title: Printed name of person signing Signature Corporation: By: Corporate Officer Title: Printed name of person signing Corporate Seal Signature Joint Venture: ❑Corporation —]Partnership ❑ Individual ❑ Other By: Title: Printed name of person signing Signature Name of all Joint Venturers: [If the Bidder is a corporation or a limited liability company, enter state or county of incorporation in addition to the business address and include an incumbency certificate executed by a Secretary thereof in the form set forth herein listing each officer with signing authority and his/her corresponding office. If the Bidder is a partnership or joint venturer stating that the respective partner or joint venturer agrees to be held jointly and severally liable for any and all of the duties and obligations of the Bidder under the Bid and under any contract arising therefrom. Attach evidence to the Bid Proposal Form that the individual signing has authority to do so.] I Page 32 of 177 SCHEDULE OF BID PRICES PROJECT: (Insert Proiect Name), Specification No. (XXXX) BIDDER'S NAME: BASE BID Pursuant to and in compliance with your Notice Inviting Bids and Contract Documents relating to the Project including all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the Contract Documents and with local conditions affecting the performance and the costs of the Work at the place where the Work is to be done,hereby proposes and agrees to fully perform the Work within the time stated in strict accordance with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment, and utility and transportation services necessary to fully perform the Work and complete it in a workmanlike manner) for the total Base Bid sum of: Dollars ($ ) Item No. Description Units Quantity Unit Cost Amount 1. 2. 3. BID TOTAL WRITTEN AMOUNT All other work items, labor, materials,tools and incidentals which are not specifically listed in the above bid items, but are necessary to complete the project per specifications, and all other applicable standards and codes are considered to be included in the above bid items. If there is a discrepancy between (1)the"Grand Total"shown immediately above, (2)any of the"total costs"shown in the far right column above, or(3)the individual Unit Price, then the Unit price shall control over the total cost, and the total cost shall control over the total. If, however,the unit price is ambiguous, unintelligible,or uncertain for any cause, or is omitted, or is the same amount as the entry for the item total,then the item total shall prevail and shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price. (OPTIONAL): Bidder shall exclude the cost of Permit Fees from Bidder's Base Bid sum; Base Bid sum shall include the cost of administration and coordination of Governmental Approvals and Utility Fees. (OPTIONAL):(IF ALTERNATES OR OPTIONAL BID ITEMS ARE USED) Bidder acknowledges that determination of the lowest Bid will be based on the combined total of the amounts entered below for the Base Bid plus all of the listed Bid Alternate items, and that once the low bid is determined on this basis, the City will be free to select Bid Alternates for inclusion in the Work in any order or combination, or to reject any or all Bid Alternates. Page 33 of 177 ALTERNATE BID ITEM(S): (BIDDER:PLEASE SPECIFY IF ALTERNATE BID ITEMS ARE PRICED AS LUMP SUM OR UNIT PRICESI (ADDITIVE or DEDUCTIVE)ALTERNATE NO. 1: (Insert Scope of Work) Dollars ($ ) (written dollar amount) (dollar amount) (ADDITIVE or DEDUCTIVE)ALTERNATE NO. 2: (Insert Scope of Work) Dollars ($ ) (written dollar amount) (dollar amount) (OPTIONAL : TOTAL BID AMOUNT Base Bid Sum plus Additive or Deductive Alternate Nos . Dollars ($ ) (written dollar amount) (dollar amount) Respectfully submitted: Signature Address Title Date I License Number Date of Expiration (SEAL- if Bid is by a corporation) Attest Amount of Certified or Cashier's Check or Bid Bond Name of Bonding Company Page 34 of 177 INCUMBENCY CERTIFICATE Print legibly the names and title of the president and all officers of the Company who are authorized to sign the Bid Forms: PRESIDENT'S&OFFICERS' NAME: TITLE: The undersigned hereby certifies to the City of Vernon that he/she is the duly elected and acting Secretary of (the"Company"), and that, as such, he/she is authorized to execute this Incumbency Certificate on behalf of the Company,and further certifies that the persons named above are the duly elected, qualified and acting officers of the Company, holding on the date hereof, the titles and positions set forth opposite their names and are authorized to sign the Bid Forms. IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate this day of 20_ Secretary's Name-Printed Secretary's Signature Bond No.: Premium Amount:$ Bond's Effective Date: i Page 35 of 177 BID BOND RECITALS: 1. The City of Vernon, California("City"),has issued a Notice Inviting Bids for the Work described as follows: Specification No. in Vernon,CA. ("Project"). 2. In response to the Notice Inviting Bids, (Name,address,and telephone of Contractor) ("Principal"), has submitted the accompanying Bid for the Project. 3. Principal is required under the terms of the Specification—and all Bidding Documents referenced in it—to furnish a bond with the Bid. 4. The Specification, including all its amendments and supplements, and Principal's Bid are incorporated into this Bond and made a part of it by this reference. OBLIGATION: THEREFORE,for value received, We, Principal and (Name,address,and telephone of Surety) ("Surety"), a duly admitted surety insurer under California's laws,agree as follows: By this Bond,We jointly and severally obligate and bind ourselves,and our respective heirs,executors,administrators,successors, and assigns to pay City the penal sum of Dollars($ )("the Bonded Sum"),this amount comprising not less than TEN PERCENT(10%)of Principal's Base Bid,in lawful money of the United States of America. The California Licensed Resident Agent for Surety is: (Name,address,and telephone) Registered Agent's California Department of Insurance License No. THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if: (1) Principal does not(a)withdraw its Bid for the period specified in the Bidding Documents,or—if no period is specified—for ninety(90)calendar days after City awards the Contract for the Project, or (b) attempt to withdraw its Bid when the requirements of California Public Contract Code §5101 et seq., or any successor legislation, are not met; or(2) City awards Principal the Contract in response to Principal's Bid, and within the time and manner specified by the Specification or Contract Documents or—if no period is specified—within fourteen (14)calendar days after the Contract's award, Principal (a) signs and delivers to City the Contract, in accordance with the Bid as accepted, (b)furnishes the required bonds for not only Principal's faithful performance and proper fulfillment of the Contract, but also Principal's payment for labor and materials used in the Project, and (c) furnishes the required insurance, then this obligation becomes null and void. Otherwise,this Bond remains in full force and effect,and the following terms and conditions apply to this Bond: 1. Surety's obligations under this Bond are separate,independent from,and not contingent upon any other surety's guaranteeing that upon City's awarding the Contract to Principal,the Principal will enter into the Contract with City. 2. No right of action accrues on this Bond to any entity other than City or its successors and assigns. 3. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay—in addition to the Bonded Sum—City's reasonable attorneys'fees and litigation costs, in an amount the court fixes. 4. Surety shall mail City written notice at least 30 days before: (a)the effective date on which the Surety will cancel, terminate, or withdraw from this Bond;or(b)this Bond becomes void or unenforceable for any reason. i i Page 36 of 177 I On the date set forth below,Principal and Surety duly executed this Bond,with the name of each party appearing below and signed by its representative(s)under the authority of its governing body. Date: PRINCIPAL: SURETY: (Company Name) (Company Name) (Signature) (Signature) By: By: (Name) (Name) Its: Its: (Title) (Title) Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents: CORPORATE SEAL CORPORATE SEAL ■ EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT. ■ THE ATTORNEY-IN-FACTS SIGNATURE MUST BE NOTARIZED. ■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, AREA CORPORATION. Page 37 of 177 BOND ACKNOWLEDGMENT FOR SURETY'S ATTORNEY-IN-FACT STATE OF CALIFORNIA ) ss. COUNTY OF ) On this day of 20 , before me, (name), a Notary Public for said County, personally appeared (name), who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of and acknowledged to me that he/she subscribed the name of thereto as principal, and his/he own name as attorney in fact. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Notary Public SEAL i i I Page 38 of 177 I i BIDDER'S STATEMENT OF QUALIFICATIONS 1. ORGANIZATION 1.1 How many years has your organization been in business as a Contractor? 1.2 How many years has your organization been in business under its present name? 1.2.1 Under what other names has your organization operated? 1.3 If your organization is a corporation, answer the following: 1 ! 1.3.1 Date of incorporation/organization: ! 1.3.2 State of incorporation/organization: 1.3.3 Corporate ID number: 1.3.4 Name of President: 1.3.5 Agent for Service of Process: 1.4 If your organization is a partnership, answer the following: 1.4.1 Date of organization/formation: 1.4.2 Type of partnership(if applicable): 1.4.3 Name(s)of general partner(s): 1.4.4 List all states in which you are registered and state ID numbers for each: I I 1.5 If your organization is individually owned, answer the following: i 1.5.1 Date of organization: i 1.5.2 Name of owner: 1.6 If the form of your organization is other than those listed above, describe it and name the principals: Page 39 of 177 i 2. LICENSING 2.1 List jurisdictions in which your organization is legally qualified to do business, indicate registration or license numbers, and category of license, if applicable. 2.2 List jurisdictions in which your organization's partnership or trade name is filed. 2.3 List any licensing suspensions and/or violations assessed against your organization within the past five years. 3. EXPERIENCE 3.1 List the categories of Work that your organization normally performs with its own personnel. i i 3.2 On the Experience Form, list the project information that establishes that Bidder meets the essential requirements for qualification set forth in the Mandatory Qualifications paragraph of the Notice Inviting Bids for this Project. 3.3 (OPTIONAL): Have Subcontractors for (Insert specialty sub-contractor's work) Work complete the Specialty Contractors' Statements of Qualifications (or Bidder to complete if self-performing). 3.4 On a separate sheet, list projects to which your firm or business has been awarded a government contract since your firm or business has been in existence (giving the name and address of the project, the government agency,contact name and phone number,the contract amount, and contract's starting date and ending date). 3.5 On a separate sheet, list the experience and present commitments of the key individuals of your organization. 4. CLAIMS; LAWSUITS; CRIMINAL ACTS For the following questions, the term "owner" does not include owners of stock in your firm if your firm is a publicly-traded corporation. 4.1 In the past five (5) years, have, you, your firm or any of its owners, partners, officers, or employees been a defendant in court, or participated in an arbitration or mediation, on a matter related to: I i i i I Page 40 of 177 f I 4.1.1 The performance, non-performance, default, violation, or breach of a contract or agreement? ❑ YES ❑ NO i 4.1.2 A vehicle collision or accident involving your firm's employees? { ❑ YES ❑ NO i 4.1.3 Damage to real property arising out of your services or operations? ❑ YES ❑ NO 4.1.4 Employment-related litigation brought by an employee of your firm? i a ' ❑ YES ❑ NO 3 i { 4.1.5 Payment to a subcontractor or supplier? ❑ YES ❑ NO } 4.1.6 Defective, deficient, or substandard work? ❑ YES ❑ NO If the answer to any questions in 4.1.1 to 4.1.6 is YES, identify the name of the person or entity that sued (i.e., "the plaintiff') or was involved in the mediation or arbitration; list the date, court, court address, and case number; describe the facts and circumstances giving rise to the lawsuit, mediation,or arbitration;and set forth the outcome or disposition. Attach additional sheets as necessary. 4.2 Have you or your firm ever filed a claim for damages or a lawsuit, or requested arbitration or mediation, against a government entity or a Client? ❑ YES ❑ NO If YES, identify the government entity or client; list the date, court and case number; describe the facts and circumstances about the claim for damages,or the lawsuit, or both; and set forth the outcome or disposition. Attach additional sheets as necessary. 4.3 Are there any pending or outstanding judgments or liens against you, your firm, or any of its owners, partners, officers,or employees? ❑ YES ❑ NO If YES, identify the name of the person or entity entitled to payment; list the date court and case number; describe the facts and circumstances giving rise to the judgment or lien; and set forth the amount of the judgment or lien. Attach additional sheets if necessary. 4.4 In the past five(5)years,has any government entity ever:(a)investigated,cited,disciplined, Page 41 of 177 I or assessed any penalties against you,your firm,or any of its owners, partners,officers,or employees, or (b) determined or concluded that your firm or any of its owners, partners, officers, or employees violated any laws, rules,or regulations? ❑ YES ❑ NO If YES, identify the government entity; list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 4.5 In the past five(5)years, have you,your firm or any of its owners, partners,officers or employees been convicted of a crime related to the bidding of a government contract,the awarding of a government contract,or the performance of a government contract? ("Convicted"includes a verdict of guilty by a judge or jury, a plea of guilty, a plea of nolo contendere,or a forfeiture of bail.) ❑ YES ❑ NO If YES, identify the government entity; list the date,court and case number; describe the facts and circumstances about each instance;and set forth the penalty or punishment imposed. Attach additional sheets as necessary. 4.6 In the past five(5)years, have you,your firm,or any of its owners, partners,officers or employees been convicted of a crime involving embezzlement,theft, fraud,forgery, bribery,deceptive or unlawful business practices, perjury,falsifying or destroying records or evidence,or receiving stolen property, or making or submitting a false claim? ❑ YES ❑ NO If YES, identify the crime or offense; list the date, court and case number; describe the facts and circumstances about each instance;and set forth the penalty or punishment imposed. Attach additional sheets as necessary. 4.7 Have you or, if Bidder is a corporation,any principal of the corporation ever been convicted of a felony? 1 j ❑ YES ❑ NO If YES, please explain the details of that conviction and, if so,whether you or said officer have served his or her sentence. 4.8 In the past five(5)years, has a government entity determined or concluded that you, your firm, or any of its owners, partners, officers or employees made or submitted a false claim (including a false claim for payment), or made a material misrepresentation? ❑ YES ❑ NO i If YES, identify the government entity, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 3 i I I Page 42 of 177 i 4.9 Have you or your company ever been charged by any governmental agency for failure to follow safety procedures? If YES, please explain. ❑ YES ❑ NO 4.10 Has any governmental agency ever submitted a complaint against you or your firm to the California State Labor Commission for failure to submit certified payrolls? If your answer is"Yes", please provide the details of such complaint. ❑ YES ❑ NO 5. FIRM'S OPERATIONAL STATUS 5.1. In the past seven(7)years, has your firm,or anyone else acting on behalf of your firm,filed for bankruptcy, insolvency, receivership,or reorganization? ❑ YES ElNO If YES, list the filing date, identify the court and case number;describe the facts and circumstances giving rise to each instance; and set forth the disposition or current status. Attach additional sheets as necessary. 5.2. In the past five (5) years, has your firm had an consolidations, mergers, acquisitions, closings, layoffs or staff reductions? ❑ YES ❑ NO If YES, list the filing date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 5.3. Is your firm in the process of,or in negotiations toward: (a)consolidating, merging,selling, or closing its business,or(b) laying off employees or reducing staff? ❑ YES ❑ NO If YES, describe the transaction; list the anticipated date for completing the transaction, laying off employees,or reducing staff; and describe the facts, circumstances, and reason for taking the action. Attach additional sheets as necessary. 6. BIDDING; DEBARMENT; CONTRACT PERFORMANCE 6.1. Has a government entity ever debarred, disqualified, removed, suspended, or otherwise prevented you or your firm from bidding on, contracting, or completing a construction project? ❑ YES ❑ NO i Page 43 of 177 If YES, identify the name of the government entity, list the date, and describe the facts and circumstances about each instance, and state the reason for the government entity's action against your firm. Attach additional sheets as necessary. 6.2. Has a government entity ever rejected your firm's Bid or Proposal on the ground that you or your firm is a"non-responsible" bidder or proposer? ❑ YES ❑ NO If YES, identify the name of the government entity, list the date,describe the facts and circumstances about each instance, and state the reason or basis for the government entity's determining that your firm was a"non-responsible"bidder. Attach additional sheets as necessary. 6.3. Have you or your firm ever failed to fulfill or perform — either partially or completely — a contract or an agreement with a government entity or a client? ❑ YES ❑ NO If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 6.4. In the past five(5)years, have you or any officer or principal of your firm been an officer of another firm which failed to perform a contract or agreement? ❑ YES ❑ NO If YES, list the date,and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 6.5. Has your firm ever advised a government entity or a client, while your firm was under contract with the government entity or client,that your firm could not(or would not)fulfill or perform—either partially or completely—the contract or the agreement based on the prices that your firm had originally submitted in a Bid or a Proposal? ❑ YES ❑ NO If YES, list the date, identify the name of the government entity or client, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 6.6. Has your firm ever requested a government entity or a client, while your firm was under contract with the government entity or client,to renegotiate one or more terms of the existing } contract or agreement? ❑ YES ❑ NO If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. Page 44 of 177 6.7. Has your firm ever requested a government entity or a client, while your firm was under contract with the government entity or client, to: (a) cancel the contract or agreement, or (b) release or discharge your firm form the contract or agreement? ❑ YES ❑ NO If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 6.8. Has a government entity or a client ever terminated, suspended, or non-renewed your firm's contract or agreement before its completion? ElYES ❑ NO If YES, identify the name of the government entity, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 6.9. Has a government entity or a client ever notified or advised your firm that your firm's performance under a contract or agreement was poor, sub-standard, deficient, or non- compliant? ❑ YES ❑ NO If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary. 6.10. In the past five (5) years, has your firm paid, or has your firm been assessed, liquidated damages on a contract or agreement? ❑ YES ❑ NO If YES, identify all such contracts/projects by owner, owner's address, the date of completion of the project,amount of liquidated damages assessed,and all other information necessary to fully explain the assessment or payment of liquidated damages. Attach additional sheets as necessary. 7. INSURANCE AND BONDS 7.1. In the past ten years, has an insurance company or a surety company: 7.1.1. Refused to insure your firm for liability coverage? ❑ YES ❑ NO 7.1.2. Canceled or non-renewed your firm's insurance coverage? ❑ YES ❑ NO 7.1.3. Refused to issue your firm a bond? ❑ YES ❑ NO i i Page 45 of 177 i 7.1.4. Canceled or revoked a bond obtained by your firm? ❑ YES ❑ NO If the answer to any questions in 7.1.1 to 7.1.4 is YES, identify the name of the insurance company or surety company, list the date, and describe the facts and circumstances about each instance. Attach addition sheets as necessary. 7.2 In the past ten (10) years, has an insurance company or surety company made any payments on your firm's behalf as a result of a default,to satisfy any claims against a performance bond, payment bond,or maintenance bond issued on your firm's behalf? ❑ YES ❑ NO If YES, identify each contract completed or amount of each claim,the name and telephone number of the claimant, the date, grounds and current status of the claim, and if resolved, the method, nature, and amount of the resolution. Attach addition sheets as necessary. 8. SURETY 8.1 If a performance and/or payment bond is required by this bid, identify the bonding company if arrangements for the bond have been made; if not, identify the bonding company for the Contractor's most recent project: i 8.2 Name and address of agent: i i I All of the above statements as to experience,financial qualifications, and available plant and equipment are submitted in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed by the Bidder. I hereby certify under penalty of perjury under the laws of the state of California that the representation made herein are true and correct. Signature of Bidder i Page 46 of 177 r % k. « � 7k O o CDg — ( ~ �r � $ Z & k � 0 .0 = o� ��• � � m C) ± ® ± (.Q. a u::t o 7 ) 2 f CD0 ' � �. � « _ t:lr ~k 77 � ) / ® CD $ i CD � % ? co a0 od y Z 7 k � $ a� C7 U 7 % -4 m kREa % Z �C-) 7 CD � q \ R� ' o k3 � k . \ CD aR k � kk 2 1 & 7 � @ « O to Z \ % $ 0-;3- k ) ? ® a D g a 1 7 7 $ ? a D ® 2 / k » 0 kJ 0 -03r CO k z o % 7- ® � 7 L -0 a c coo � 0 k n r A k \ » e \ 2 } 2 CONTRACTOR SAFETY QUESTIONNAIRE Company Name: Primary Type of Work: Person Completing Form: Title: Phone Number: Date: i SAFETY PERFORMANCE 1. List your company's Interstate Experience Rating Modifier(ERM)1 for the three most recent years. 20 ' 20 20 I 2. List your company's number of injuries/illnesses from your OSHA 300 logs for the three most recent years. 20 20 20 a. Fatalities b. OSHA recordable incidents c. Lost work day incidents d. Total lost work days e. Total hours worked 3. Upon request from the City,the contractor(s)shall provide copies of the following items(a-g); and Items(d- g)for each listed Subcontractor a). OSHA 300 logs for the most recent three years e). Training Plans and current year-to-date b). Verification of ERM from your insurance carrier f). Training Certificates for Employees c). Injury/Illness Report g). Emergency Response Training d). Complete written Safety Program 4. Company Safety Contact: a. Name i b. Phone I 1 ERM=applies to workers'compensation policies. It compares the experience of this contractor to others of similar size,type and ratio. Used against annual premium. It has a direct correlation to how much the contractor pays in workers'comp premium. Page 48 of 177 CONTRACTOR SAFETY QUESTIONNAIRE (continued) SAFETY PROGRAM 1. SAFETY PROGRAM DOCUMENTATION Circle One a. Do you have a written safety program manual? Yes No 1) Last revision date b. Do you have a written safety field manual? Yes No c. Are all workers given a booklet that contains work rules, responsibilities, and other appropriate information? Yes No 2. POLICY AND MANAGEMENT SUPPORT a. Do you have a safety policy statement from an officer of Yes No the company? b. Do you have a disciplinary process for enforcement Yes No i of your safety program? c. Does management set corporate safety goals? Yes No d. Does executive management review: ❑Accident reports? Yes No ❑ Safety statistics? Yes No ❑ Inspection reports? Yes No e. Do you safety pre-qualify subcontractors? Yes No f. Do you have a written policy on accident reporting Yes No and investigation? g. Do you have a light-duty, return-to-work policy? Yes No h. Is safety part of your supervisor's performance evaluation? Yes No j i. Do you have a personal protective equipment(PPE) policy? Yes No J. Do you have a written substance abuse program? Yes No If yes,does it include(check all applicable boxes): ❑ Pre-employment testing ❑ Return-to-duty testing ❑ Random testing ❑ Disciplinary process ❑ Reasonable cause testing ❑Alcohol testing ❑ Post accident testing ❑ National Institute on Drug Abuse ❑ Panel Screen k. Does each level of management have assigned safety Yes No duties and responsibilities? Page 49 of 177 I 3. TRAINING AND ORIENTATION a. Do you conduct safety orientation training for each employee? Yes No b. Do you conduct site safety orientation for every Yes No person new to the job site? c. Does your safety program require safety training meetings? Yes No for each supervisor(foreman and above)? How often? ❑Weekly ❑ Monthly❑ Quarterly ❑Annually ❑ Other d. Do you hold tool box/tailgate safety meetings focused on your specific work operations/exposures? Yes No How often? ❑Weekly ❑ Daily ❑ Other e. Do you require equipment operation/certification training? Yes No 4. ADMINISTRATION AND PROCEDURES a. Does your written safety program address administrative procedures? Yes No If yes,check which apply: Pre project/task planning _Emergency procedures Record keeping _Audits/inspections Safety committees _Accident investigations/reporting HAZCOM _Training documentation Substance abuse prevention _Hazardous work permits _Return-to-work _Subcontractor prequalification b. Do you have project safety committees? Yes No c. Do you conduct job site safety inspections? Yes No How often? ❑ Daily ❑Weekly ❑ Monthly ❑ Other Do these inspections includes a routine safety inspection of equipment(e.g.,scaffold, ladders,fire extinguishers, etc.)? Yes No d. Do you investigate accidents? Yes No How are they reported? ❑ Total company ❑ By superintendent ❑ By project ❑ By project manager ❑ By foreman ❑ In accordance with OSHA ti e. Do you discuss safety at all preconstruction and progress meetings? Yes No i Page 50 of 177 i f. Do you perform rigging and lifting checks prior to lifting? Yes No ❑ For personnel ❑ For equipment ❑ Heavy lifts(more than 10,000 lbs.) 5. WORK RULES a. Do you periodically update work rules? Yes No When was the last update? b. What work practices are addressed by your work rules? ❑ CPR/first aid ❑Access—entrances/stairs ❑ Barricades, signs, ❑ Respiratory protection and signals ❑ Blasting ❑ Material handling/storage ❑ Communications ❑ Temporary heat ❑ Compressed air and gases ❑Vehicle safety ❑ Concrete work ❑ Traffic control ❑ Confined-space entry ❑ Site visitor escorting ❑ Cranes/rigging and hoisting ❑ Public protection ❑ Electrical grounding ❑ Equipment guards and grounding ❑ Environmental controls and ❑ Monitoring equipment Occupational health ❑ Emergency procedures ❑ Flammable material handling/storage ❑ Fire protection and prevention ❑ Site sanitation ❑ Floor and wall openings ❑ Trenching and excavating ❑ Fall protection ❑ Lockout/Tagout ❑ Housekeeping ❑ Energized/pressurized equipment ❑ Ladders and scaffolds ❑ Mechanical equipment/ ❑ Personal protective equipment maintenance/pre-op checks/ ❑ Tools, power and hand operation ❑ Electrical power lines ❑Welding and cutting (hot work) ❑ Other i 6. OSHA INSPECTIONS a a. Have you been inspected by OSHA in the last three years? Yes No b.Were these inspections in response to complaints? Yes No c. Have you been cited as a result of these inspections? Yes No If yes,describe the citations(add additional sheets if necessary): i I i I i i Page 51 of 177 I i DESIGNATION OF SUBCONTRACTORS NAME OF BIDDER: Each Bidder must list, on the form provided on the next page, each Subcontractor who will perform work or labor or render service to the Contractor in or about the construction of the Work or improvement, or a Subcontractor licensed in the State of California who, under subcontract to the Contractor, specially fabricates and installs a portion of the Work or improvement according to detailed drawings contained in the Drawings and Specifications, in an amount in excess of one-half of one percent of the Contractor's Base Bid Amount. Each Subcontractor must have an active and current license, and all requisite specialty certifications,when listed. Bidder must provide the following information for EACH Subcontractor. 1. The name of the Subcontractor; i 2. The trade and type of work that the Subcontractor will perform; i 3. Location(address)of Subcontractor's place of business; i 4. Subcontractor's license number; and any specialty licenses; and i i 5. Dollar value of the Work that the Subcontractor will perform. Subletting or subcontracting of any portion of the Work in excess of one-half of one percent of the Contractor's Base Bid to which no Subcontractor was designated in the original Bid shall only be permitted in cases of public emergency or necessity, and then only after a finding reduced to writing as a public record of the City setting forth the facts constituting the emergency or necessity. If the Contractor violates any of the above provisions the Contractor may be in breach of this Contract and the City may exercise the option, in its own discretion, to(1)cancel this Contract, or(2)assess the Contractor a penalty in an amount not more than ten percent(10%)of the amount of the subcontract involved,and this penalty shall be deposited in the fund out of which the prime Contract is awarded. I If the Contractor fails to specify a Subcontractor, or if the Contractor specifies more than one Subcontractor for the same trade or type of Work to be performed under the Contract in excess of one-half of one percent of the Contractor's Base Bid Amount, then the Contractor agrees that he/she is fully qualified to perform that Work himself/herself, and that he/she shall perform that Work himself/herself. If after award of Contract, the Contractor subcontracts any such Work,the Contractor will be subject to the statutory penalties. i DESIGNATION OF SUBCONTRACTORS FORM IS ON THE FOLLOWING PAGE I i 1 r i i Page 52 of 177 ICI q $ � � o o � � \ On � « \ 2 � o A � a � 2 \ \ S a 2 � k 0& no \ » %� � - \ % � o � \ % \ \ \ Z� « q � CD C $D � : \ � \ � « k @ � $ @ & 0 � � a \ The Contractor shall not: A. Substitute any personas Subcontractor in place of the Subcontractor listed in the original Bid,except that the City may consent to the substitution of another person as Subcontractor in any of the following situations: 1. When the Subcontractor listed in the Bid, after having had a reasonable opportunity to do so,fails or refuses to execute a written contract for the scope of Work specified in the Subcontractor's bid and at the price specified in the Subcontractor's bid, when that written contract, based upon the general terms, conditions, Drawings and Specifications for the Project or the terms of Contractor's written Bid, is presented to the Subcontractor by the Contractor; 2. When the listed Subcontractor becomes insolvent or the subject of an order for relief in bankruptcy; 3. When the listed Subcontractor fails or refuses to perform his/her subcontract; 4. When the listed Subcontractor fails or refuses to meet the bond requirements of the Contractor as set forth in Public Contract Code Section 4108; i 5. When the Contractor demonstrates to the City that the name of the Subcontractor was listed as the result of an inadvertent clerical error; 'f 6. When the listed Subcontractor is not licensed pursuant to the Contractors License Law; 7. When the City determines that the Work performed by the listed Subcontractor is substantially unsatisfactory and not in substantial accordance with the Drawings and Specifications, or that the Subcontractor is substantially delaying or disrupting the progress of the Work; 8. When the listed Subcontractor is ineligible to work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code; or 9. When the City determines that the listed Subcontractor is not a responsible contractor. B. Permit any subcontract to be voluntarily assigned or transferred or allow it to be performed by anyone other than the original Subcontractor listed in the original Bid,without the consent of the City. C. Other than in the performance of "change orders" causing changes or deviations from the original Contract, sublet or subcontract any portion of the Work in excess of one-half of one percent of the Contractor's Base Bid Amount as to which his/her original Bid did not designate a Subcontractor. Prior to approval of the Contractor's request for a Subcontractor substitution, the City shall give notice in writing to the listed Subcontractor of the Contractor's request to substitute and of the reason for the request. The notice will be served by certified or registered mail to the last known address of the Subcontractor. The listed Subcontractor who has been so notified shall have five (5) Working Days within which to transmit to the City written objections to the substitution. Failure to file these written objections shall constitute the listed Subcontractor's consent to the substitution. If written objections are filed, the City shall give notice in writing of at least five (5) Working Days to the listed Subcontractor of a hearing by the City on the Contractor's request for substitution. The Contractor, as a condition to asserting a claim of inadvertent clerical error in the listing of a Subcontractor, shall within two(2)Working Days after the time of the Bid Deadline,give written notice to the City and copies of such notice to both the Subcontractor he/she claims to have listed in error and the intended Subcontractor who had bid to the Contractor prior to the Bid Deadline. i Page 54 of 177 QUESTIONNAIRE REGARDING SUBCONTRACTORS Bidder shall answer the following questions and submit with his/her Contract proposal. 1. Were bid depository or registry services used in obtaining subcontractors bid figures in order to compute your bid? Yes❑ No ❑ 2. If the answer to No. 1 is"Yes", please forward a copy of the rules of each bid depository you used with this questionnaire. 3. Did you have any source of subcontractors' bids other than bid depositories? { 4. Has any person or group threatened you with subcontractor boycotts, union boycotts, or other sanctions to attempt to convince you to use the services or abide by the rules of one or more bid depositories? j Yes ❑ No ❑ 5. If the answer to No.4 is"Yes", please explain the following details: (a) Date: (b) Name of person or group: (c) Job involved (if applicable): (d) Nature of the threats: (e) Additional comments: (Use additional paper if necessary) 6. Was a conscious effort made to recruit or provide equal opportunity for bids by minority or project area subcontractors? Yes❑ No❑ 7. Was a conscious effort made to recruit and hire project area lower-income residents? Yes❑ No❑ Please submit statement. 8. We declare under penalty of perjury that the foregoing is true and correct. Dated this day of 20 All of the above statements as to experience,financial qualifications,and available plant and equipment are submitted in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed by the bidder. Name of Company I By. i Title: Page 55 of 177 (OPTIONAL) SPECIALTY CONTRACTOR OR SUBCONTRACTOR STATEMENT OF QUALIFICATIONS (INSERT SPECIALTY CONTRACTOR OR SUBCONTRACTOR WORK) As part of its Bid,Bidder shall submit this Statement of Qualifications for the Subcontractor that will perform the {Insert specialty sub-contractor work),or for the Bidder itself,if Bidder will self-perform the(Insert specialty sub- contractor work)Work. This information shall provide evidence to indicate successful experience in providing (Insert specialty sub-contractor work)work comparable to that specified in the Project Drawings and Specifications. Referenced qualifications shall demonstrate experience as a successful installer of(Insert description of the work to be performed). A Bid may be rejected as non-responsive if Bidder fails to provide this completed form with the Bid or submits this form with inaccurate information. Mandatory qualifications: (OPTION 1)Specialty Contractor(or Bidder, if self-performing)shall possess a valid (Insert applicable license number for the specified specialty sub-contractor work)California Contractors License at the time of the Bid Deadline and at all times during performance of the Work and shall establish that it satisfactorily completed at least(insert number of projects)(__)projects as the installer of a minimum of{Insert description of the work to be performed};each comparable in scope and complexity to this Project,within(insert number of years)(_)years prior to the Bid Deadline. Note: (If applicable,insert any special notes). (OPTION 2)Specialty Contractor(or Bidder, if self-performing)shall possess a valid(Insert Applicable license number for the specified specialty sub-contractor work)California Contractors License at the time of the Bid Deadline and at all times during performance of the Work and shall establish that it satisfactorily completed at least (insert number of projects)public contracts for construction of a new(insert type of project)in California;each (staff choose(1)comparable in scope and complexity to this Project,or(2)description or work to be performed) within(insert number of years) years prior to the Bid Deadline. Specialty Contractor Name: Project Manager 1 Foreman: Phone No: E-mail: COMPARABLE PROJECTS(Provide(insert same#of projects as listed above) 1. Project Name: Address: Date Completed: Reference/Contact Name: Reference/Contact Phone No: Description of work performed: 2. Project Name: Address: i 1 Page 56 of 177 i l Date Completed: Reference/Contact Name: Reference/Contact Phone No: Description of work performed: 3. Project Name: Address: Date Completed: Reference/Contact Name: Reference/Contact Phone No: Description of work performed: 4. Project Name: Address: Date Completed: Reference/Contact Name: Reference/Contact Phone No: Description of work performed: i i j Page 57 of 177 i CONTRACTOR'S AFFIDAVIT OF NON-COLLUSION STATE OF CALIFORNIA ) COUNTY OF ) being first duly sworn,deposes and says: 1. That he/she is the (Title of office if a corporation, "sole owner," "Partner," or other proper title)of (hereinafter called"Contractor") who has submitted to the City of Vernon a Bid for the construction of the(INSERT PROJECT NAME); 2. That said Bid is genuine;that the same is not sham;that all statements of fact therein are true; 3. That said Bid is not made in the interest or behalf of any person, partnership, company, association, organization, or corporation not named or disclosed; 4. That Contractor did not, directly or indirectly induce, solicit, agree, collude, conspire or contrive with anyone else to submit a false or sham bid, to refrain from bidding, or withdraw his/her bid,to raise or fix the Bid price of Contractor or of anyone else, or to raise or fix any overhead profit, or cost element of Contractor's price or the price of anyone else; and did not attempt to induce action prejudicial to the interests of the City of Vernon,or of any other Bidder,or anyone else interested in the proposed Contract; 5. That the Contractor has not in any manner sought by collusion to secure for himself an advantage over any other Bidders or induce action prejudicial to the interests of the City of Vernon or of any other Bidder, or anyone else interested in the proposed Contract; 6. That the Contractor has not accepted any bid from any Subcontractor or material supplier through any bid depository, the bylaws, rules or regulations of which prohibit or prevent the Contractor from considering any bid from any Subcontractor or material supplier,which is not processed through said bid depository, or which prevent any Subcontractor or material supplier from bidding to any Contractor who does not use the facilities of or accept bids from or through such bid depository; i 'i Page 58 of 177 i 7. That the Contractor did not, directly or indirectly, submit the Contractor's Bid price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association,organization, bid depository, or to any member or agent thereof,or to any individual or group of individuals, except to the City of Vernon, or to any person or persons who have partnership or other financial interest with said Contractor in his/her business. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Dated this day of at MonthNear City State Contractor (Please Print) Contractor's Signature Title CONTRACTOR'S SIGNATURE MUST BE NOTARIZED i i i { f Page 59 of 177 THE BIDDER'S INSURANCE COMPANY(S) OR INSURANCE AGENT MUST COMPLETE THIS FORM AND THE BIDDER MUST SUBMIT THIS CERTIFICATION WITH THE BID FORMS. I, the undersigned (Please check one box) ❑ underwriter ❑ agent, certify that I and the Contractor listed below have jointly reviewed the"Insurance Requirements"in these Bidding Documents and the Contract Documents. If the City of Vernon ("City") awards the Contractor the Contract for this project, I will be able—within fourteen (14) calendar days after the Contractor is notified of the Contract's award—to furnish the City with valid insurance forms(including one or more insurance certificates and additional insured endorsements)that fully meet all of the Insurance Requirements. Name of Insurance Company Date Insurance Agent's Name(Printed) Insurance Agent's Name (signature) Address City State Zip Code Telephone Number FAX Number Email Address Contractor's Name City Specification Number Below State the Name of Insurance Company Providing Coverage: DO NOT write"Will Provide,""To Be Determined,""When Required,"or similar phrases. Commercial General Liability Automobile Liability Workers' Compensation Liability City Will Purchase Policy, if required Builders Risk Pollution Liability [NOTE TO CONTRACTOR: See"Insurance Requirements"EXHIBIT 4 of the Contract for the requirement of obtaining Pollution Liability Insurance.] NOTE TO THE UNDERWRITER/AGENT: If the insurance forms that the Contractor submits to the City do not fully comply with the Insurance Requirements,and/or if the Contractor fails to submit the forms within the 14-day time limit, the City may:(1)declare the Contractor's Bid non-responsive,and(2)award the Contract to the next lowest responsible Bidder. i Page 60 of 177 I LIVING WAGE COMPLIANCE CERTIFICATION This contract is subject to the City of Vernon's Living Wage Ordinance, Vernon Municipal Code Chapter 2, Article XVIII ("Ordinance'). The Ordinance requires that service contractors providing labor or services to the City by contract in excess of$25,000: ♦ Pay no less than ten dollars and thirty cents ($10.30) per hour with medical benefits, or eleven dollars and fifty-five cents ($11.55) per hour without medical benefits to all employees, as defined in the Ordinance who, at any time, provide labor or delivery services to the City of Vernon. Additionally, on July 1st of each year thereafter the Living Wage rate shall be adjusted by the change in the Federal Bureau of Labor Statistics Consumer Price Index, for the Los Angeles area, for the most recently available 12 month period. Accordingly, current City contractors will be required to adjust wage rates no later than July 1st, to remain in compliance. ♦ Notify employees who spend any of their time providing labor or delivering services to the City of Vernon who make less than twelve dollars ($12) per hour of their possible right to the federal Earned Income Tax Credit (EITC) under § 32 of the Internal Revenue Code of 1954, 26 U.S.C. § 32, and making available to such employees forms required to secure advance EITC payments. 3 ♦ If there is a difference between the Vernon Living Wage rates and the California Prevailing wage rates for the same classification of labor, the Contractor and subcontractor shall not pay less than the highest wage rate for that classification. The selected contractor will be required to show compliance with the Living Wage Ordinance by submitting payroll records as requested by the City. Each record shall include the full name of each employee performing labor or providing services under the contract;job classification; rate of pay and benefit rate. Provisions of the Living Wage Ordinance may be waived in a bona fide collective bargaining agreement, but only if the waiver is explicitly set forth in clear and unambiguous terms. If this provision applies, you must provide a copy of the collective bargaining agreement to the City. I do hereby certify and declare under penalty of perjury that if awarded the contract for which this bid/proposal is made. will comply with the (Name of Company) requirements of the Vernon Living Wage Ordinance, Vernon Municipal Code Chapter 2 Article XVIII and the rules and regulations promulgated thereunder. I understand that failure to comply with the provisions of the Vernon Living Wage Ordinance may result in termination of the contract as well as other penalties as stated in Vernon Municipal Code Chapter 2 Article XVIII. I I (Name) (Title) i (Signature) (Date) Please return this form with your bid/proposal. Questions concerning the Living Wage Ordinance should be directed to the Department of Finance—Purchasing Division 323.583.8811. Page 61 of 177 CERTIFICATE OF EQUAL OPPORTUNITY PRACTICES City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 Fax (323) 826-1435 Internet: www.cityofvernon.org Article I. Affidavit of Equal Opportunity Employment& Non-segregation (Form AA-1) Article H. Vendor List Questionnaire (Forms AA-2 &3) In order to be placed to the City's vendor list and be eligible to receive City business, you must provide the following information except where indicated as"optional." By submitting this form you are declaring under penalty of perjury under the laws of the State of California and the laws of the United States that the information is true and correct. Furthermore, you are certifying that your firm will adhere to equal opportunity employment practices to assure that applicants and employees are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex or age. And, your firm does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. Name of Company: Business Telephone: Fax Number: (optional) Address: City: State: Zip Contact Person E-mail Address (optional) Tax ID Number (or Social Security Number) Remit Address (if different) Please state clearly and concisely the type(s) of goods and services your company provides: The following section is OPTIONAL and is for statistical reporting purposes only. Ownership (please check all that apply): African-American Asian Armenian Hispanic Native American Disabled Female i Page 62 of 177 ƒ 7k 7 kk � ? na = $ 0 2 § 2 R & 0 ? 6 q \� Of. \ R � n ) \ / o i. G kk 7 07 _ k � aq on < 0 % / \ k D « \ % � o $ k kSk � �% 62 $ A « « 2 a / o / nm DR k / k - ® m � \ A7 . % � � � _ � k r L 7 § _ ¥ u� 7 � \ �t � J - � o « � � r @ 77 @ n m m FIr co 0 ® � � 0 5 \ A R � o � Z vp yj 0 0 � N 3-1 5 a 0 kp� O 0 0 0 v5.i N rl o, m v �' 01, CD 0 0? m 0 CD n 9r -oQ o p 6 2 m 6 G f . y CD N n n N 0 oter, N O 0 3 0 O Y n � N •y Z p (D D G 0 � � ul i O G O D 3 � � a m � a b T ON CD 0 r+� N _a STANDARD FORM OF CONSTRUCTION CONTRACT BETWEEN CITY AND CONTRACTOR This Agreement is made and entered into at Vernon, California this_day of 20 by and between the CITY OF VERNON, a chartered municipal corporation (hereinafter"City") and a [Insert State of Incorporationj corporation (hereinafter "Contractor"),for construction of(INSERT PROJECT NAME). THE PARTIES HERETO AGREE AS FOLLOWS: 1. CONTRACT DOCUMENTS The"Contract Documents"except for modifications issued after execution of this Agreement,shall consist of the following documents which are either attached hereto as exhibits or are incorporated into this Agreement by this reference,with the same force and effect as if set forth at length herein: A. Governmental Approvals including, but not limited to, permits required for the Work B. This Agreement I C. Exhibit A—General Conditions D. Exhibit 1 —Performance Bond E. Exhibit B—Special Provisions Specific for this Project F. Exhibit C—Living Wage Provisions G. Exhibit D—Equal Employment Opportunity Practices Provisions i H. Notice Inviting Bids; I. Instructions to Bidders; J. Bid Forms; i K. Designation of Subcontractors; and i L. Bidding Addenda Nos. 2. REFERENCE DOCUMENTS The following Reference Documents are not considered Contract Documents and were provided to the Contractor for informational purposes. Contractor may rely upon the technical data contained in such documents but not upon non- technical data, interpretations,opinions or provisional statements contained therein: Page 65 of 177 A. Geotechnical Reports dated ; B. Sewer Utility Plans C. (List additional documents) 3. SCOPE OF WORK Within the Contract Time and for the stated Contract Sum,subject to adjustments thereto,and pursuant to the Contract Documents, the Contractor shall perform and provide all necessary: labor; services; supervision; materials; tools; equipment; apparatus; facilities; supplies; tools; permits, inspections, plan checks, and similar Governmental Approvals;temporary utilities;utility connections;and transportation necessary to complete the Work in strict conformity with the Contract Documents for: [INSERT PROJECT NAME] Specification No.XXXX 4. TIME FOR PERFORMANCE Contract Time. Contractor shall achieve Substantial Completion of the Work within calendar days from the Date of Commencement established in City's written Notice to Proceed ("Contract Time"), subject to adjustment in accordance with the Contract Documents. Contractor shall achieve Final Completion of the Work,within the time established by the Certificate of Substantial Completion issued by the City. The Contract Time may only be adjusted as permitted by this Construction Contract and the General Conditions. Time is of the essence of this Agreement. Except when the Contract Documents state otherwise, time is of the essence in the performance of the Work. Contractor acknowledges that the time limits and deadlines set forth in the Contract Documents are reasonable for Contractor to perform and complete the Work. Liquidated Damages. If Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time for Substantial Completion, Contractor shall pay City as liquidated damages the amount of I ($ ) per day for each calendar day occurring after the expiration of the Contract Time for Substantial Completion until Contractor achieves Substantial Completion of the entire Work, as required by Article 3 of the General Conditions of Contract. i Contractor Initial here: I Page 66 of 177 i i 5. CONTRACT SUM In consideration of the Contractor's full,complete,timely,and faithful performance of the Work required by the Contract Documents, City shall pay Contractor the sum of dollars/no cents ($ ), payable as set forth in the General Conditions("Contract Sum"). (Optional: The actual direct cost of all Permit Fees is excluded from the Contract Sum, however Contractor's cost of administration and coordination of all Governmental Approvals and Utility Fees is included in the Contract Sum.) 6. (Optional: PERMIT FEE REIMBURSEMENT In accordance with Paragraph 1.03 of the General Conditions,the City shall reimburse Contractor for the documented actual direct cost of Permit Fees,without Allowable Mark-up, in addition to payment of the Contract Sum.) IN WITNESS WHEREOF,the parties have caused this Contract to be executed the date and year first above written. Executed at California. [Contractor's Corporate Seal] [Contractor]: By: An Authorized Signatory Printed Name: Title: Date: CITY OF VERNON: APPROVED AS TO FORM: By: By: Name: Name: Title: Title: Date: ATTEST: By: Name: Title: CONTRACTOR'S SIGNATURE MUST BE NOTARIZED i Page 67 of 177 i EXHIBIT GENERAL CONDITIONS ARTICLE 1 - PRELIMINARY PROVISIONS 1.01 DEFINITIONS The following words shall have the following meanings: A. Allowance. A line item cost estimate established by the City to be carried in the Base Bid sum,Contract Sum, and Schedule of Values for Payment for a particular item of Work, which cannot be sufficiently defined so as to allow the Contractor to adequately determine fair value before the Bid Deadline. Allowances include estimated amounts established by the City for certain construction elements that have not yet been fully designed or authorized for inclusion in the Work or to permit deferred approval or selection of actual materials and equipment to a later date when additional information is available for evaluation. B. As-Builts. The documents prepared by Contractor showing the condition of the Work as actually built, including, without limitation, all changes and the exact locations of all mechanical, electrical, plumbing, HVAC or other portions of the Work that are shown diagrammatically in the Contract Documents. C. Base Bid. The total sum stated in the Bid Form for which the Bidder offers to perform Work described in the Contract Documents as the base Contract Work(e.g.not designated as part of a Bid Alternate). D. Bid. A complete and properly executed offer by the Bidder on City-prescribed forms to perform the Work for the prices stated in response to the Notice Inviting Bids. E. Bid Alternate. An item of Work described in the Contract Documents as an Alternate Bid that will be added to or deducted from the Base Bid and the Contractor's responsibility only if the City accepts the Bid Alternate. F. Bid Forms: The City-prescribed forms which the Bidder shall complete and use to submit a Bid. The Bid Forms include: (1) Bidder's Proposal; (2)Schedule of Bid Prices; (3) Incumbency Certificate; (4) Bid Bond; (5) Bidder's Statement of Qualifications; (6) Experience Form; (7) Trades Experience Form; (8) Contractor Safety Questionnaire; (9) Designation of Subcontractors; (10)Affidavit of Non- Collusion; (11) Insurance Requirements Affidavit; and (12) forms included in the Specification required by the type of project funding (e.g.federal,ARRA, HUD, etc.). G. Bidder. The individual, partnership,firm,corporation,joint venture or other legal entity submitting a bid on these Contract Documents or any part thereof. H. Bidding Documents. Bidding Documents include the Bidding Requirements and the proposed Contract Documents. The Bidding Requirements consist of:(1) Notice Inviting Bids; (2) Instructions to Bidders; and (3) Bid Forms. The proposed Contract Documents consist of: (1) the Bidding Requirements; (2) the Construction Contract Between City and Contractor; (3)the Conditions of the Contract(General, Supplementary, and Special, if applicable); (4) all Exhibits to the Contract; (5) the Drawings; (6) the Specifications; (7) all Addenda issued prior to the execution of the Construction Contract; (8) all Modifications issued after the execution of the Construction Contract;and(9)Governmental Approvals, if any, including but not limited to, permits. i i Page 68 of 177 i 1 I. Change Order, A Change Order is a written document prepared by the City reflecting the agreement between the City and Contractor for: a change in the terms or conditions of the Contract, if any; a specific Scope Change in the Work;the amount of the adjustment, if any, in the Contract Sum; and the extent of the adjustment, if any, in the Contract Time. J. Change Order Request (COR). A Change Order Request is a written document originated by the Contractor,which describes an instruction issued by the City after the effective date of the Contract, which Contractor believes to be a scope change that may result in changes to the Contract Sum or Contract Time or, which describes the need for or desirability of a change in the Work proposed by Contractor. K. City or Owner. The City of Vernon, California, acting through its City Council or other City officials authorized to act for the City,acting in its proprietary rather than regulatory capacity in connection with the Project. L. Construction Change Directive. A written order prepared and signed by the City directing a change in Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time,or both. M. Contract Documents. The Contract Documents are enumerated in the Construction Contract between City and Contractor and consist of: (1) the Bidding Requirements; (2) the Construction Contract; (3) the Conditions of the Contract(General, Supplementary, and Special, if applicable); (4) all Exhibits to the Contract; (5)the Drawings; (6)the Specifications; (7)all Addenda issued prior to the execution of the Contract; (8) all Modifications issued after the execution of the Contract; and (9) Governmental Approvals, including, but not limited to, permits. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. N. Contract. The Contract Documents form the Contract for Construction. The Contract Represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified on by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor. There shall be no third party beneficiaries of the Contract Documents. I 0. Contract Sum. The total amount of compensation stated in the Construction Contract that is payable to Contractor for the complete performance of the Work in accordance with the Contract Documents. P. Contract Time. The total number of days set forth in the Construction Contact within which Substantial Completion of the Work must be achieved beginning with the Date of Commencement established in the Notice to Proceed, subject to adjustments in accordance with the terms of the Contract Documents. The Contract Time for Contractor's performance of the Work is measured in calendar days(not work days). Q. Contractor. The individual, partnership,firm,corporation,joint venture or other legal entity with whom the Contract is made by City,or the agent or legal representative who may be appointed to represent such individual, partnership,firm, corporation,joint venture or other legal entity in the execution of the Contract as general contractor for construction of the Work. Page 69 of 177 i i R. Correction Period. Correction Period is synonymous with the terms of the correction guarantee period used in the Contract Documents. S. Date of Commencement. The date for commencement of the Work fixed by City in a Notice to Proceed to Contractor. T. Day. The terms"day"or"days" mean calendar days unless otherwise specifically designated in the Contract Documents. The term "Work Day"or"Working Day"shall mean any calendar day except Saturdays, Sundays and City-recognized legal holidays. City Holidays are as follows: 1.January 1st- New Year's Day 2. The 3rd Monday in January—Martin Luther King,Jr. Day 3. The 3rd Monday in February—Presidents Day 4. March 31 st—Cesar Chavez Day 5. The last Monday in May—Memorial Day 6. July 4th—Independence Day 7. The first Monday in September—Labor Day 8. The second Monday in October—Columbus Day 9. November 11th—Veterans Day 10. The 4th Thursday in November—Thanksgiving Day 11. December 24th—Christmas Eve 12. December 25th—Christmas Day 13. December 31 st—New Year's Eve U. Director. The Director of the [Insert Department] of the City of Vernon or his/her duly appointed representative. V. Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. W. Extra Work. New or unforeseen work will be classified as Extra Work when determined by the City that the work is not described in, or reasonably inferable from, the Contract Documents,the work is not covered by any Bid line item or Allowance, and the work causes Contractor to incur additional and unforeseen costs. X. Field Directive. See, "Work Directive." Y. Final Completion. Final Completion is the stage of performance of the Work when (1) all Work required by the Contract Documents has been fully completed in compliance with the Contract Documents and all applicable laws including, but not limited to,correction or completion of all punch list items noted by City upon Substantial Completion; (2) Contractor has delivered to City an Application for Final Payment and all closeout documentation required by the Contract Documents; and (3)documentation of all final Governmental Approvals has been submitted to City including, but not limited to a final Certificate of Occupancy or equivalent Building Department sign-off has been issued covering the entire Project site without exception or conditions. Z. Force Majeure. "Force Majeure" includes but is not limited to declared or undeclared war, sabotage, insurrection, riot, or other acts of civil disobedience, labor disputes, fires, explosions, floods, earthquakes or other acts of God. AA. Fragnet. The sequence of new activities that are proposed to be added to an existing schedule. Page 70 of 177 BB. Governmental Approval. Any approval, authorization, inspection, certification, consent, exemption, filing, permit, registration, plan check, ruling or similar authorization required by any federal, state or local law, regulation or procedures in order for Contractor to perform the Work. CC. Guarantee. Assurance to City by Contractor or product manufacturer or other specified party, as guarantor, that the specified warranty will be fulfilled by the guarantor in the event of default by the warrantor. DD. Modification. A Modification is: (1) a written amendment to Contract signed by both parties; (2) a Change Order; or(3)a Construction Change Directive. EE. Notice to Proceed. The Notice to Proceed is a document issued by the City fixing the date for Commencement for the Work. FF. Parties. The City and Contractor may be referred to in the Contract Documents from time to time as the Parties. GG. Permit Fees. [OPTION#1]The actual direct costs paid by Contractor for Governmental Approvals and Utility Fees. [OPTION#2] Governmental Approvals and Utility Fees as required by any agency to be paid by the City of Vernon. HH. {If applicable}Permit Fees Reimbursement. A payment made to the Contractor by the City in addition to the Contract Sum to compensate Contractor for the actual direct cost of all Permit Fees. II. Project. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the City or by separate contractors. JJ. Project Manual/Contract Package. The volumes of Contract Documents and reference documents assembled for the Work made available to Bidders. KK. Record Documents. The Drawings, Specifications, addenda, requests for information, bulletins, Change Orders and other modifications to the Contract Documents, approved shop drawings, product data, samples, mock-ups, permits, inspection reports, test results, daily logs, schedules, subcontracts, and purchase orders. Records Documents shall include a set of"As-Built" Drawings and Specifications, which shall be continuously updated during the prosecution of the Work. LL. Site. The physical area designated in the Contract Documents for Contractor's performance of the Work. MM. Specifications. The Specifications are the volume(s) assembled for the Work that includes,without limitation, the Bidding Documents, the Construction Contract and Exhibits, the General Conditions, Supplementary and/or Special Conditions, if any, the "GREENBOOK" STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION (2012 Edition),the Standard Plans for Public Works Construction (2009 Edition), State of California, Department of Transportation Standard Plans and Standard Specifications(2010 Edition), and the City of Vernon Standard Plans. NN. Specifications. The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards, and workmanship for the Work and performance of related services, including, but not limited to, the Project Technical Specifications, Standard Specifications, if any, and any applicable Trade Association Specifications. Page 71 of 177 I i 00. Substantial Completion. Substantial Completion is defined to mean the stage in the progress of the Work when the Work is sufficiently complete in accordance with the Contract Documents as determined by the City so that the City can occupy and utilize the Work for its intended use and as further defined in the Contract Documents. PP. Unilateral Change Order. See"Work Directive." QQ. Utility Fees. The fees charged by any public, private,cooperative, municipal and/or government line, facility or system used for the carriage, transmission and/or distribution of cable television, electric power, telephone, water, gas, oil, petroleum, steam, chemicals, sewage, storm water or similar commodity including, but not limited to fees for temporary utilities and refuse hauling. RR. Warranty. Assurance to City by contractor, installer,supplier, manufacturer or other party responsible as warrantor, for the quantity, quality, performance and other representations of a product, system service of the Work. SS. Work. The term "Work" means the construction and other services required by, and reasonably inferable from the Contract Documents, whether completed or partially completed, and includes all other labor, materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations, The Work may constitute the whole or a part of the Project. i TT. Work Directive. A Work Directive is a unilateral written order issued by the City directing Contractor to continue performance of the Work or to perform a disputed change in the Work prior to agreement or adjustment, if any, in the Contract Sum, Contract Time, or both. 1.02 REPRESENTATIVES I 4 A. The Director shall be the representative of the City and, except as otherwise expressly provided herein, shall make all decisions and interpretations to be made by the City under the provisions of the Contract Documents. B. The Contractor shall at all times be represented on the Work in person or by a duly designated agent. Instructions and information given by the Director to the Contractor's agent on the Work shall be considered as having been given to the Contractor. i a 1.03 PERMITS, INSPECTIONS, PLAN CHECKS, AND SIMILAR GOVERNMENTAL APPROVALS AND 1 UTILITIES A. [OPTION#1] Except as otherwise provided in the Notice Inviting Bids, the Contractor shall apply for, obtain, and pay for all permits including, but not limited to, building or structure permits, plumbing system permits, mechanical system permits, electrical system permits, structural system permits, j demolition permits, excavation permits, street use permits, driveway permits, sidewalk, curb, sewer, gutter,crosswalk,paving or other street work grading permits,street/utility use permits,OSHA permits, fire sprinkler permits, fence permits, blasting permits, landscaping/irrigation permits, and permits to I demolish,remove,or make major alterations to any designated historic resource;inspections;and plan checks obtained after the Date of Commencement of the Work. The Notice Inviting Bids contains a list j of permits and other Governmental Approvals and Utility Fees obtained and paid for by the City prior to the Date of Commencement; Contractor is responsible for obtaining all Governmental Approvals and Utility Fees not listed in the Notice Inviting Bids. I [OPTION#2]City of Vernon shall obtain all Governmental Approvals and Utility Fees required for the i construction of the project. i Page 72 of 177 B. [OPTION#1]The City will reimburse Contractor monthly for the documented actual direct cost paid to governmental agencies or utilities for all Permit Fees according to the payment provisions of the Contract Documents after submission to the City of the Contractor's and/or Subcontractors' original receipts from the governmental entities or utilities ("Permit Fee Reimbursement'). Contractor shall deliver the original receipt to the City's Project Manager with each permit. All Permit Fees shall be separately itemized in each Application for Payment and copies of the receipt(s)and permit(s)must be attached. The Base Bid sum/Contract Sum shall include the cost of administration and coordination for all Governmental Approvals and Utility Fees. [OPTION #2] fif applicable) Contractor shall obtain a no-fee encroachment permit from the City of Vernon's Public Work,Water and Development Services Department. C. All documents evidencing Contractor's satisfaction with all Governmental Approvals and Utility Fees must be submitted to the City prior to submission of the Application for Final Payment. D. Where requirements of the Governmental Approvals differ from those of the Drawings and Specifications,the more stringent requirements shall apply. E. [OPTION#1] Unless otherwise specified in the Contract Documents, Contractor shall be responsible for payments of all Utility Fees from the Date of Commencement until City's Final Acceptance of the Work. 1.04 LICENSES The Contractor shall apply for, obtain, and pay for all licenses required by governing authorities for the Work. flf applicable)Contractor shall apply and pay for a City of Vernon business license. 1.05 ALLOWANCES A. Contractor shall include in the Contract Sum and Schedule of Values for Payment,the City's estimated cost established for each Work item covered by an Allowance stated in the Contract Documents. See Paragraph 1.01 for definition of Allowance. B. The line item cost estimate established by the City for Work covered by an Allowance includes the cost to Contractor of: all materials and equipment,preparation of submittals; labor;transportation;delivery; handling;installation;supervision;overhead;profit;licenses;bonds;insurance;all sales,use and other taxes legally chargeable;and all other costs and expenses incidental to such Work. C. Work items covered by Allowances shall be supplied with such materials and equipment and for such prices approved in advance by City. Contractor shall notify and request City's approval of material equipment, and pricing information for Work covered by an Allowance before ordering the material or equipment and in sufficient time to avoid delay to the Work. City shall provide approval of materials, f equipment,and prices with reasonable promptness. The material, equipment, and pricing information submitted by the Contractor to the City's Project Manager shall, at a minimum, include product data and detailed costs of material,equipment,and labor to complete such Work,itemized by costs incurred by Contractor and each subcontractor associated with the performance of such Work. Contractor shall not order materials or equipment or proceed with Work covered by an Allowance until the material, equipment, and pricing information for such Work items have been submitted to the City's Project Representative for review and the Contractor has received City's approval to proceed with a Work item covered by an Allowance. D. All expenditures for Allowance Work shall be separately itemized in each Application for Payment. Page 73 of 177 i E. To the extent that the cost of Work items covered by an Allowance is less than the Allowance cost estimate established by the City,the Contact Sum shall be reduced by Change Order or Construction Change Directive to reflect the actual cost of the Allowance item. Similarly, to the extent the cost of Work items covered by an Allowance is greater than the Allowance cost estimate, the Contract Sum shall be increased by Change Order or Construction Change Directive to reflect the actual cost of the Allowance item. If Work items covered by an Allowance are not performed or the City deletes such items from the Scope of Work, the Contract Sum shall be reduced by Change Order or Construction Change Directive to deduct the Cost of the unused Allowance item. 1.06 WAIVER A waiver by City of any breach of any term, covenant, or condition contained in the Contract Documents shall not be deemed to be a waiver of any subsequent breach of the same or any other term,covenant, or condition contained therein,whether of the same or a different character. 1.07 DATA TO BE FURNISHED BY THE CONTRACTOR The Contractor shall furnish the Director with such information as the Director may desire respecting the character of the materials and the progress and manner of the Work, including all information necessary to determine the Contractor's costs, such as the number of persons employed, their pay, the time during which they worked on the various classes of construction,and other pertinent data. i 1.08 CONTRACT DRAWINGS The City will accept no responsibility for errors resulting from misinterpretation or scaling of the Drawings. 1.09 SPECIFICATIONS AND DRAWINGS A. The Contractor shall keep on the Work Site a copy of all Specifications, Drawings, and Change Orders pertaining to the Work and shall at all times give the Director access thereto. Anything mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not mentioned in the Specifications shall be of like effect as though shown or mentioned in both. B. In general, the Drawings will show dimensions, positions, and kind of construction; and the Specifications will define materials, quality, and standards. Any Work not particularly detailed, i marked or specified,shall be the same as similar parts that are detailed, marked or specified. C. The Drawings shall not be scaled to determine dimensions, and in all cases shall be calculated from figures shown on the Drawings. Any discrepancies between scale and figured dimensions, not marked "not to scale," must be brought to the Director's attention before proceeding with the Work affected by the discrepancy. D. Omissions from the Drawings and/or Specifications shall not relieve the Contractor from the responsibility of furnishing, making, or installing all items required by law or code, or usually furnished, made or installed in a project of the scope and general character indicated by the Drawings and Specifications. I E. For convenience,the Drawings and Specifications may be arranged in various trade subparagraphs, but such segregation shall not be considered as limiting the Work of any subcontract or trade. The Contractor shall be solely responsible for all subcontract arrangements of the Work regardless of the location or provision in the Drawings and Specifications. Page 74 of 177 F. The City will furnish free of charge to the Contractor, a maximum of six(6)sets of Contract Drawings and Specifications. The Contractor shall pay for the costs of any additional sets or portions thereof. The Contractor shall be responsible to see that all sets are the same as the up-to-date approved set. 1.10 PRECEDENCE OF CONTRACT DOCUMENTS A. In the event of conflict between any of the Contract Documents, the provisions placing a more stringent requirement on the Contractor shall prevail. The Contractor shall provide the better quality or greater quantity of Work and/or materials unless otherwise directed by City in writing. In the event none of the Contract Documents place a more stringent requirement or greater burden on the Contractor,the controlling provision shall be that which is found in the document with higher precedence in accordance with the following order of precedence: 1. Governmental Approvals including, but not limited to, permits required for the Work 2. Modifications issued after execution of the Contract (including modifications to Drawings F and Specifications) 3. The Contract, including all exhibits, attachments, appendices and Addenda, with later Addenda having precedence over earlier Addenda I 4. Special Conditions, if any 5. General Conditions 6. Specifications j 7. Drawings 8. Bidding Requirements B. With reference to the Drawings,the order of precedence is as follows: i I 1. Change Order Drawings I I 2. Addenda Drawings a 3. Contract Drawings 4. Project Drawings 'i 5. Standard Drawings 3 6. Detail Drawings i 7. General Drawings 8. Figures 9. Scaled dimensions I 4 Page 75 of 177 i C. Within the Specifications,the order of precedence is as follows: 1. Change Orders 2. Special Conditions 3. Project Technical Specifications 4. Standard Specifications, if any 5. Applicable Trade Association Specifications 1.11 NOTICE OF CONFLICTS i If the Contractor, in the course of the Work, becomes aware of any claimed conflicts, errors or omissions in the Contract Documents or in the City's fieldwork or work of City's separate contractors,the Contractor shall immediately notify the Director in writing. The Director shall promptly review the matter, and if the Director finds a conflict,error or omission,the Director shall determine the corrective actions and advise the Contractor accordingly. If the correction associated with a conflict,error or omission increases or decreases the amount of Work called for in the Contract,the City shall issue an appropriate Change Order in accordance with the Contract Documents. After discovery of an error or omission by the Contractor, any related additional work performed by the Contractor shall be done at the Contractor's risk unless authorized by the Director. 1.12 REPORTS A. Daily Construction Reports: The Contractor shall prepare a daily construction report recording the following information concerning events at Project site: 1. List of Subcontractors at Project site. 2. List of other contractors at Project site. 3. Approximate count of personnel at Project site. 4. Equipment at Project site. 5. Material deliveries. 6. High and low temperatures and general weather conditions, including presence of rain or snow. 7. Accidents. 8. Meetings and significant decisions. 9. Unusual events. 10. Stoppages, delays,shortages,and losses. 11. Meter readings and similar recordings. 12. Emergency procedures. 13. Orders and requests of authorities having jurisdiction. 14. Change Orders received and implemented. 15. Construction Change Directives received and implemented. 16. Services connected and disconnected. 17. Equipment or system tests and startups. { 18. Partial completions and occupancies. 19. Substantial Completions authorized. 20. List of visitors to Project Site. 21. List of personnel at Project Site including names and job classifications. 22. Description of Work for the day including locations,quantities and related bid items. i Page 76 of 177 Immediately upon discovery of a difference between field conditions and the Contract Documents, the Contractor shall prepare and submit a detailed report through a Request for Information (RFI). Include a detailed description of the differing conditions,together with recommendations for a remedy. The Daily Construction Report must be: signed by Contractor's Superintendent, submitted within 24 hours (next Working Day)to the Director, and shall be made available to others as directed by City. 1.13 LINES, GRADES,AND MEASUREMENTS A. All lines and grades will be established by the Contractor. The Contractors shall carefully preserve all survey stakes and reference points as far as possible. Should any stakes or points be removed or destroyed unnecessarily by any act of the Contractor or his/her employees,they must be reset to the satisfaction of the Director,at the Contractor's expense. B. The Contractor shall inform the Director 48 hours(two Work Days)in advance of the times and places at which he/she intends to Work in order that inspection may be provided, and that necessary measurements for records and payments may be made with minimum inconvenience. C. No direct payment will be made for the cost to the Contractor of any of the Work or delay occasioned by giving lines and grades, by making other necessary measurements,or by inspection. 1.14 RIGHT OF WAY A. The site for the installation of equipment or the right of way for the Work to be constructed under this Contract will be provided by the City. B. The City will provide the appropriate rights of way and property for pipelines and structures. Upon approval by the Director,the Contractor may, without cost, use portions of any of the City's rights of way or property which may be suitable for working space and for storage of equipment and materials. The Contractor will be held responsible for any damage to structures, streets, and roads, trees and landscaping, and for any damage that may result from his/her use of City property. C. In case areas additional to those available on the City's rights of way or property are required by the Contractor for his/her operations,he/she shall make arrangements with the property owners for the use of such additional areas at his/her own expense. 1.15 CONTRACTOR'S OPERATIONS/STORAGE YARD In the event the Contractor requires space for the storage and/or staging of construction materials, supplies, equipment,stockpiling of debris,or any other needs required for construction operations,he/she shall acquire at his/her own expense such areas as he/she may desire. For properties within the City of Vernon, the staging area must be enclosed at Contractor's expense with construction fencing covered with a mesh screen to limit visibility to the site.Private property used for storage of construction material or debris shall be restored to a legal condition with regard to appearance and maintenance upon conclusion of the project. Property should be graded and free of weeds and debris when project is completed. [END OF ARTICLE] Page 77 of 177 ARTICLE 2 - PERFORMANCE OF THE WORK 2.01 PERFORMANCE OF WORK-GENERAL Contractor shall, at its own cost and expense, furnish all necessary materials, labor, transportation, and equipment for doing and performing said Work and the materials used shall comply with the requirements of the Contract Documents. All Work shall be performed and completed as required in the Contract Documents, and subject to the approval of the Director,or his/her designated assistant. 2.02 NO ASSIGNMENT OR DELEGATION Contractor shall not assign or delegate the duties or obligations under this Contract or his/her interest therein in whole or in part without the prior written consent of the City which may be withheld at the City's sole discretion. 2.03 STANDARD OF PERFORMANCE Contractor agrees that all services performed hereunder shall be provided in a manner commensurate with the highest professional standards and shall be performed by qualified and experienced personnel; that any Work performed by Contractor under the Contract will be performed in the best manner; that any material furnished shall be subject to the approval of the Director;and that both Work and materials will meet fully the requirements of the Contract Documents. Any work deemed unacceptable by the Director,whether a cause is determined or not shall be repaired or replaced by Contractor at Contractor's expense. The Contractor shall be responsible for the final product and shall make any quality control, adjustments and corrections necessary to obtain the final product accepted by the City Engineer.The Contractor shall perform process and quality control sampling and testing and exercise management control the work of his/her subcontractors, technicians and workers to ensure that the milling, transporting, recycling, spreading, compaction, and finishing processes conform to these Specifications. The proficiency of testing laboratories and sampling and testing personnel shall be reviewed and approved by the City Engineer prior to providing services to the project. The City Engineer shall have unrestricted access to the laboratory, sampling,testing sites, and all information resulting from mix design and quality control activities. All Quality Control testing results shall be submitted to the City Engineer on a daily basis. 2.04 DEFECTIVE WORK Within the time periods that the City specifies,the Contractor shall correct all deficient, improperly executed,or unsatisfactory Work determined by the City. The Contractor shall remove and shall repair or replace, at his/her own expense any part of the Work that is deficient, improperly executed, or unsatisfactorily executed, even though it has been included in the monthly estimates. If he/she refuses or neglects to remove, repair, or replace such defective Work, prior to the City's acceptance of the Work,it may be replaced by the City at the expense of the Contractor,plus 15%for overhead expenses,and his/her sureties shall be liable therefor. (See Paragraph 2.15 for curing defects after acceptance of the Work.) 2.05 CITY'S RIGHT TO CARRY OUT THE WORK A. Notwithstanding other remedies available to the City, if the Contractor defaults, fails to perform Work required by the Contract Documents, or otherwise neglects to carry out the Work in accordance with the Contract Documents and fails within a 48 hour period after receipt of written notice from the City to I commence and correct such default,failure to perform, or neglect with diligence and promptness,the 1 Page 78 of 177 i City,at its sole discretion and without obligation,may,with its own or outside forces, perform the Work Contractor has failed to perform and/or replace or correct deficiencies in the Work. In such case, a Change Order or Construction Change Directive shall be issued deducting from payments then or thereafter due to the Contractor the cost of completion, replacement or correction of such deficiencies, including compensation for additional services by the City's project management staff, the Architect, and their respective consultants made necessary by such default, failure to perform, or neglect, plus 15%for City's overhead expenses. If payments then or thereafter due the Contractor are not sufficient to cover such amounts,the Contractor shall pay the difference to the City immediately. This remedy is cumulative. B. The City also has the right,but not the obligation,to self-perform or have outside forces perform portions of the Work previously assigned to Contractor. In such case a Change Order or Construction Change Directive shall be issued, reducing the Contract Sum by the Unit Price(s) applicable to such deleted Work or, in the absence of Unit Prices,an amount that reflects the reasonable cost of performing such deleted Work and the Allowable Mark-Up applicable to such deleted Work. 2.06 COMMUNICATIONS AND NOTICES REGARDING THE WORK A. Notices under the Contract Documents shall be in writing and (a) delivered personally, (b) sent by certified mail, return receipt requested, (c) sent by a recognized overnight mail or courier service, ' with delivery receipt requested,or(d)sent by facsimile communication followed by a hard copy and with receipt confirmed by telephone, to the following addresses (or to such other address as may from time to time be specified in writing by such Person): All correspondence with Contractor shall be sent to the following address: i Attention: Phone: Facsimile: i All communications shall be copied to City and shall be delivered to City's Director at the address set forth below,with copies to such additional persons as may be directed by City's Director. City of Vernon [Insert Department] 4305 Santa Fe Avenue Vernon, CA 90058 Attention: [INSERT PROJECT MANGER'S NAME] Phone: Facsimile: E-mail: B. Notices shall be deemed received when actually received in the office of the addressee (or by the addressee if personally delivered) or when delivery is refused, as shown on the receipt of the U. S. Postal Service, private carrier or other Person making the delivery. Notwithstanding the foregoing, notices sent by facsimile after 4:00 p.m. Pacific Standard or Daylight Time (as applicable) and all Page 79 of 177 r i other notices received after 5:00 p.m. shall be deemed received on the first business day following delivery(that is, in order for a fax to be deemed received on the same day, at least the first page of the fax must have been received before 4:00 p.m.). Any technical or other communications pertaining to the Work shall be conducted by Contractor's Project Manager and technical representatives designated by City. Contractor's representatives shall be available at all reasonable times for consultation, and shall be authorized to act on behalf of Contractor in matters concerning the Work. C. Contractor shall copy City on all written correspondence pertaining to the Contract between Contractor and any Person other than Contractor's Subcontractors,consultants and attorneys. D. Notification of Affected Residents/Businesses—The Contractor shall be responsible for distribution of the general information letter of the project to all affected residents and businesses.A project general information letter and sufficient copies thereof will be prepared by City staff for Contractor distribution to all residents,business establishments,and institutions fronting on or directly affected by the project. The Contractor shall be responsible for distribution of said letter in handout form to all the appropriate residences and buildings in the subject area. Distribution shall be accomplished in a manner acceptable to the City Engineer and shall be five(5)working days prior to the beginning of construction operations in the immediate vicinity. In addition to the above,the Contractor shall be fully responsible for such other notifications as may be required related to necessary closures of streets, alleys, driveways,etc.,or to unavoidable access or parking restrictions.These notifications shall apply where the closures and access or parking restrictions required in the performance of any work under this j contract preclude any resident, tenant, or property owner from utilizing the premises or conducting I business thereon in a reasonable and customary manner. Additional notification to the affected businesses and residents shall be prepared by the City and j distributed by the Contractor for roadway and driveway closures five (5)working days in advance of any construction work. No removal or excavation work is allowed until the additional notification has been distributed to the affected residents and businesses. If a Contractor is unable to adhere to his schedule as indicated on his written notification,then all the affected residents and places of business shall be re-notified of the revised schedule, in writing, as indicated above. Contractor costs for all of the above notifications shall be considered as included in the appropriate items of the Bid Proposal. E. Notification of Utilities—The provisions of Section 5 entitled "Utilities" of the "Greenbook" Standard Specifications shall apply. The Contractor shall contact the Underground Service Alert of Southern California(U.S,A.)at least two working days in advance of the construction work 2.07 INDEPENDENT CONTRACTOR The Contractor in the performance of the Work hereunder will be acting in an independent capacity and not as an agent, employee, partner, or joint venture of the City. 2.08 EMERGENCY WORK A. During Working Hours: In case of an emergency which threatens loss or injury of property, and/or safety of life during working Page 80 of 177 hours, the Contractor shall act, without previous instructions from the City, as the situation may warrant. He/she shall notify the Director of the emergency and the action taken immediately thereafter. Any compensation claimed by the Contractor, together with substantiating documents in regard to expense, shall be submitted to the Director within 15 calendar days after the emergency. Compensation, if allowed,will be paid for as Extra Work. B. Outside of Working Hours: Whenever, in the opinion of the City, there shall arise outside of the regular Working hours on the Contract Work of an emergency nature which threatens loss or injury of property, or danger to public safety, the Contractor shall act, without previous instructions from the City as the situation may warrant. He/she shall notify the Director of the emergency and the action taken immediately thereafter. Any compensation claimed by the Contractor, together with substantiating documents in regard to expense, shall be submitted to the Director within 15 calendar days after the emergency. Compensation, if allowed, will be paid for as Extra Work. In the event the Contractor is not able to respond to an emergency outside of regular working hours, the City's forces will handle such emergency Work. If such emergency arises out of or is the result of operations by the Contractor,the cost of the corrective measures will be billed to the Contractor and deducted from his/her payment as provided in the Contract Documents. The performance of emergency Work by City forces will not relieve the Contractor of any of his/her responsibilities,obligations,or liabilities under the Contract. i 2.09 SUBCONTRACTORS A. Each subcontract shall contain a reference to the Contract between the City and the principal Contractor,and the terms of the Contract and all parts thereof shall be made part of each subcontract insofar as applicable to the Work covered thereby. If, in the Director's opinion,the Subcontractor fails i to comply with the requirements of the principal Contract insofar as the same may be applicable to the Subcontractor's Work,the Director may disqualify the Subcontractor. B. Nothing contained in these Contract Documents shall be construed as creating any contractual relationship between any Subcontractor and the City. C. The Contractor shall be considered the employer of the Subcontractors and shall be fully responsible to the City for the acts and omissions of Subcontractors and of persons employed by them as the j Contractor is for the acts and omissions of persons directly employed by him/her. D. The Contractor shall be responsible for the coordination of the trades, Subcontractors, and material suppliers engaged upon the Work. It shall be the Contractor's duty to see that all of his/her Subcontractors commence their Work at the proper time and carry it on with due diligence so that they do not delay or injure either the Work or materials; and that all damage caused by them or their workers is made good at his/her expense. i E. The City will not undertake to settle differences between the Contractor and his/her Subcontractors or between subcontractors. F. The Contractor shall utilize the services of specialty Subcontractors,without additional expense to the City,on those parts of the Work which are specified to be performed by specialty contractors. i 2.10 USE OF FACILITIES PRIOR TO COMPLETION OF CONTRACT A. Whenever in the opinion of the Director any Work under the Contract,or any portion(s)thereof, is in a condition suitable for use by the City, the City may, after written notice and designation from the i I Page 81 of 177 i 2 Director to the Contractor, use (which includes, but is not limited to, taking over or placing into service)any portion(s)designated by the Director. B. The use of any portion(s) by the City shall not be construed as, and will not constitute acceptance in any sense, of any portion(s)of the Work of the Contractor nor will such use trigger the running of any warranty and/or guarantee periods. C. All necessary repairs, renewals,changes,or modifications in the Work or any portion thereof so used, i not due to ordinary wear and tear, but due to defective materials or workmanship, the operations of the Contractor,or any other cause,shall be made at the expense of the Contractor. I D. The use of any portion(s) by the City shall not relieve the Contractor of any of his/her responsibilities or liabilities under the Contract nor constitute a waiver by the City of any of the conditions thereof. Said use shall not cancel liquidated damages as of the first date of use, or any continuance thereof, nor impair, reduce,or change the amount of liquidated damages. 2.11 COOPERATION WITH OTHER WORK FORCES 1 A. The City reserves the right to perform other Work at or near the site at any time by the use of its own forces or other contractors. i t B. Other contractors, other utilities and public agencies or their contractors, other City contractors, and City personnel may be working in the vicinity during the project construction period. There may be some interference between these activities and the Work under the Contract Documents. The Contractor shall cooperate and coordinate his/her Work with that of other Work forces to assure timely Contract completion. I i 2.12 AGREEMENTS WITH PROPERTY OWNERS Agreements with property owners for storing excavated material,storing any other materials, or for any other purpose related to the Work shall be made in writing and a copy submitted to the Director for his/her information. All storage charges shall be at the Contractor's sole expense. 2.13 PROTECTION OF PROPERTY All public and private property, pavement or improvement, shall be safely guarded from damage or loss in connection with this Contract by the Contractor at all times. Should any facility,structure,or property be damaged during operations of the Contractor, he/she shall immediately notify the property owners or authorities. All damages and losses incurred shall be paid by the Contractor. 2.14 CONTRACTOR'S RESPONSIBILITIES FOR LOSSES OR LIABILITIES A. Risk of Loss i Except as otherwise provided in the Contract Documents and except as to the cost of repair or restoration of damage to the Work caused by force majeure, the Contractor shall bear all losses resulting to him/her on account of the amount or character of the Work, or from any unforeseen obstructions or difficulties which may be encountered, or from any encumbrances on the line of the Work, or because the nature of the ground in or on which the Work is done is different from what is assumed. The Contractor shall bear the risk for any City equipment, material, or supplies with which he/she has been entrusted. i j Page 82 of 177 i B. Materials and Facilities The Contractor shall be responsible for materials and facilities as hereinafter provided and in the event of his/her failure to carry out said responsibilities,the same may be carried out by the City at the expense of the Contractor: 1, The Contractor shall be responsible for any materials so furnished and for the care of all Work until its completion and final acceptance, and he/she shall at his/her own expense replace damaged or lost materials and repair damaged parts of the Work. 2. The Contractor shall protect City facilities from damage resulting from his/her Work. City facilities damaged by,or as a result of,the Contractor's Work under this Contract shall be repaired or replaced, as directed by the Director, at the Contractor's expense. 3. The Contractor shall remove from the vicinity of the completed Work all buildings, rubbish, unused material,concrete forms,and other materials belonging or used under his/her direction during construction. If Contractor fails to completely remove such items within a reasonable time the City may do so at the Contractor's expense. C. Laws and Regulations 1. The Contractor shall obey all laws, ordinances, and regulations in any manner affecting those engaged or employed on the Work, or the materials used in the Work, or in any way affecting the conduct of the Work, and of all court orders and decrees having any jurisdiction or authority over the same. If any discrepancy or inconsistency should be discovered in this Contract,or in the Drawings or Specifications herein referred to, in relation to any such law, ordinance, regulation, order,or decree, he/she shall immediately report the same in writing to the Director. 2. Contractor shall, at all times,cause all his/her agents and employees to observe and comply with all such applicable laws, ordinances, regulations, orders, and decrees in effect or which may become effective before Final Completion of this Contract. 3. Nothing in the Contract Documents shall be construed to permit Work not conforming to such laws, ordinances, and regulations. If the Contractor ascertains at any time that any requirement of this Contract is at variance with such applicable law requirement, he/she shall immediately notify the Director. 4. If such applicable law requirement was not in effect on the date of submission of bids, any necessary adjustment of the Contract price shall be made as provided in Article 6 herein. If such applicable law requirement was in effect on said date of bid submission,no adjustment of Contract price will be considered. 5. The Contractor, at his/her own expense, shall pay all taxes properly assessed against his/her equipment, materials,or property used or required in connection with the Work. 2.15 WARRANTY AND CORRECTIONS i A. Warranty 1. Warranty. The Contractor warrants to the City that: (i) materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents; (ii)the Work will be of good quality and free from defects; (iii) the Work will conform to the requirements of the Contract Documents; and (iv) Contractor will i Page 83 of 177 i deliver the Project free of stop notice claims. Work not conforming to these requirements, including substitutions not accepted by the City,will be deemed defective. The Contractor's warranty excludes improper or insufficient maintenance, improper operation,or normal wear and tear and normal usage. If required by the City, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the correction obligation of Paragraph 2.04 herein. 2. Overlap. Where any warranties provided under the Contract Documents overlap,conflict,or are duplicative,Contractor will be bound by the more stringent requirements. 3. Procurement and Assignment of Warranties: Contractor shall obtain in the name of City,or transfer or assign to City or City's designee prior to the time of Final Completion of the Work, any and all warranties or guarantees which Contractor is required to obtain pursuant to the contract Documents and which Contractor obtained from any other person or entity other than Contractor including,but not limited to,Subcontractors and manufacturers,and further agrees to perform the Work in such a manner so as to preserve any and all such warranties. Contractor shall secure written warranties from all Subcontractors. Contractor and its Subcontractors shall offer any warranty upgrades or extensions that are offered by manufacturers of any equipment or system installed in the Work to the City. Contractor shall deliver to City all warranty and guarantee documents and policies. 4. Survival of Warranties: The provisions of this paragraph 2.15 will survive Contractor's completion of the Work or termination of Contractor's performance of the Work. B. Correction of Work 1. Before or After Final Completion. The Contractor shall promptly correct Work rejected by the City or City's designee, as failing to conform to the requirements of the Contract Documents, whether discovered before or after Final Completion and whether or not fabricated, installed, or completed. Costs of correcting such rejected Work, including additional testing, inspections, and compensation for the City's services and expenses made necessary thereby,will be at the Contractor's expense within the Contract Price. 2. After Final Completion. (a) In addition to the Contractor's warranty obligations under Paragraph 2.15-A, if, within one(1)year after the date of Final Completion of the Work or within the time period established by any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall commence correction or replacement of such Work within forty-eight(48) hours after receipt of written notice from the City to do so. The Contractor shall perform such corrective work without charge or cost to the City after Final Completion of the Work. The City shall give such notice promptly after discovery of the condition. (b) If the Contractor fails to commence correction or replacement of non-conforming Work within forty-eight (48) hours after receipt of written notice, the City will proceed to have defects repaired or replaced at the expense of the Contractor and its Performance Bond surety, plus fifteen percent (15%) for the City's overhead and administrative expense. The City may charge such costs against any payment due Contractor. If, in the opinion of the City, defective work creates a dangerous or hazardous condition or requires immediate correction or attention to prevent Page 84 of 177 i further loss to the City or to prevent interruption of operations of the City,the City may take immediate action, give notice, make such correction, or provide such attention and the cost of such correction or attention will be charged against the Contractor. Such action by the City will not relieve the Contractor of the warranties provided in this Article or elsewhere in the Contract Documents. 3. Replacement or Removal of Defective or Unauthorized Work, The Contractor shall remove from the Site and replace those portions of the Work which are not in accordance with the requirements of the Contract Documents in a manner acceptable to and as ordered by the Director. No compensation shall be allowed for such removal or replacement. Director shall have authority to cause defective work to be remedied, removed or replaced and to deduct the costs from monies due or to become due to the Contractor. 4. Destruction or Damage. In the event the Contractor destroys or damages any construction of the City or another contractor while correcting or removing Work which is not in accordance with the requirements of these Contract Documents, the Contractor shall bear the cost of repairing or reconstructing that other construction as well. 5. No Limitation. Nothing contained in Paragraph 2.15-B will be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Paragraph 2.15-13 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the limitations periods established by statute for any construction defect or other causes of action. 2.16 CLEANING AND ENVIRONMENTAL CONTROLS The Contractor, Subcontractors and employees shall comply with all litter and pollution laws and it shall be the responsibility of the Contractor to ensure compliance.The Contractor shall do all of the following: A. Maintain the Site free of waste materials, debris, and rubbish and in a clean and orderly condition; and Remove waste materials,debris and rubbish from site and dispose off-site legally. I B. The Contractor shall maintain at his/her disposal any and all equipment necessary to prevent and t remediate any sanitary sewer overflow arising out of the Work. The Contractor shall furnish and operate a self-loading motor sweeper with spray nozzles, as directed by the Director, to maintain the affected areas in a condition of cleanliness acceptable to the City at all locations affected by the Contractor's operations. For purposes of this Paragraph, the affected areas include the project Site as well as all haul routes to and from the project Site and all areas of construction and restoration which have not j been completed. C. The Contractor shall take appropriate action to ensure that no dust originates from the project Site. D. Any equipment or vehicles driven and/or operated within or adjacent to a street gutter, storm drain, runoff conveyance or ocean shall be checked and maintained daily to prevent leaks of materials that } if introduced to water could be deleterious to aquatic life. E. No debris,soil,silt,sand, bark,trash,sawdust, rubbish,cement or concrete or washings thereof,oil or petroleum products or other organic or earthen material from any construction,or associated activity or whatever nature shall be allowed to enter into or placed where same may be washed by rainfall or runoff into waters of the State. When operations are completed, any excess materials or debris shall be removed from the Work area. Page 85 of 177 i 2.17 WATER POLLUTION CONTROL A. The Contractor shall meet all applicable City of Vernon,state and federal clean water laws, rules and regulations including but not limited to all conditions set forth in the Vernon Municipal Code Chapter 21, Article 5 regarding stormwater and urban runoff controls as it relates to public agency activities including, but not limited to storm and/or sanitary sewer system inspection and repair, street sweeping, trash pick-up and disposal, and street and right-of-way construction and repair are required to implement and maintain the activity specific Best Management Practices (BMPs) listed in Table 2-1 below in compliance with the National Pollutant Discharge Elimination System(NPDES) requirements. Contractor shall not discharge any water containing trash, debris, pollutants, fuels, oils, soaps or other non-allowable constituents from its sweeping vehicles upon any city street, to any storm drain or any non-permitted outlet. As part of its submission, contractor shall describe its methods for preventing NPDES violations during sweeping operations within the City. In addition, Contractor shall comply with all NPDES requirements at its maintenance facilities,storage yards and company facilities. Failure to comply with this section may result in termination for cause by the City of any contract resulting from this solicitation. Table 2-1.BMPs for Public Agency Facilities and Activities General and Activity Specific BMPs Scheduling and Planning Spill Prevention and Control Sanitary/Septic Waste Management Material Use General BMPs Safer Alternative Products Vehicle/Equipment Cleaning, Fueling and Maintenance Illicit Connection Detection,Reporting and Removal Illegal Spill Discharge Control Maintenance Facility Housekeeping Practices Asphalt Cement Crack and Joint Grinding/Sealing Asphalt Paving Flexible Pavement Structural Pavement Failure(Digouts)Pavement Grinding and Paving Emergency Pothole Repairs Sealing Operations Portland Cement Crack and Joint Sealing Rigid Pavement Mudjacking and Drilling Concrete Slab and Spall Repair Shoulder Grading i Nonlandscaped Chemical Vegetation Control Nonlandscaped Mechanical Vegetation Control/Mowing Nonlandscaped Tree and Shrub Pruning, Brush Chipping,Tree and Shrub Slope/Drains/Vegetation Removal Fence Repair Drainage Ditch and Channel Maintenance Drain and Culvert Maintenance Curb and Sidewalk Repair Litter/Debris/Graffiti Sweeping Operations i Page 86 of 177 i I i Litter and Debris Removal j Emergency Response and Cleanup Practices Graffiti Removal jChemical Vegetation Control Manual Vegetation Control Landscaped Mechanical Vegetation Control/Mowing Landscaping Landscaped Tree and Shrub Pruning, Brush Chipping,Tree and Shrub Removal Irrigation Line Repairs Irrigation(Watering),Potable and Nonpotable Storm Drain Stenciling Roadside Slope Inspection iEnvironmental Roadside Stabilization Stormwater Treatment Devices j Traction Sand Trap Devices Welding and Grinding j Sandblasting,Wet Blast with Sand Injection and Hydroblasting Bridges j Painting Bridge Repairs Pump Station Cleaning Other Structures Tube and Tunnel Maintenance and Repair Tow Truck Operations Toll Booth Lane Scrubbing Operations Electrical Sawcutting for Loop Installation Thermoplastic Striping and Marking Paint Striping and Marking Raised/ Recessed Pavement Marker Application and Removal Traffic Guidance Sign Repair and Maintenance Median Barrier and Guard Rail Repair Emergency Vehicle Energy Attenuation Repair Storm Maintenance Minor Slides and Slipouts Cleanup/Repair Building and Grounds Maintenance Storage of Hazardous Materials(Working Stock) Material Storage Control(Hazardous Waste) Outdoor Storage of Raw Materials Management and Support Vehicle and Equipment Fueling Vehicle and Equipment Cleaning Vehicle and Equipment Maintenance and Repair Aboveground and Underground Tank Leak and Spill Control i Page 87 of 177 i B. Water Quality Protection Requirements for Construction Projects with Less than One (1) Acre of Disturbed Soil. All construction projects,regardless of size,will be required to implement best management practices (BMPs) necessary to reduce pollutants to the Maximum Extent Practicable (MEP) to meet the minimum water quality protection requirements and implement all applicable set of BMPs as defined in Table 2-2. I Table 2-2 Minimum Water Quality Protection Requirements and Applicable Set of BMPs for All Construction Projects I Category Minimum Requirements BMPs j 1. Sediment Control Sediments generated on the project site shall be retained Sediment Control using adequate Treatment Control or Structural BMPs. 2. Non-Stormwater Construction-related materials,wastes,spills or residues Stormwater Management,Waste shall be retained at the project site to avoid discharge to Management;Waste Management and streets,drainage facilities, receiving waters,or adjacent Management Materials Pollution properties by wind or runoff. Control Non-storm water runoff from equipment and vehicle washing and any other activity shall be contained at the project sites. 3. Erosion Control Erosion from slopes and channels shall be controlled by Erosion Control implementing an effective combination of BMPs, such as the limiting of grading scheduled during the wet season; j inspecting graded areas during rain events; planting and maintenance of vegetation on slopes; and covering erosion susceptible slopes. 1 Please refer to the California Stormwater Quality Association's Construction Handbook (available on their website: i www.cabmphandbooks.com)for further information regarding the BMPs listed in Table 2-2. All construction projects with Less than One (1) Acre of Disturbed Soil shall submit to the City a signed Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit(Exhibit { 5). } The Contractor may self-certify that the following training was completed on an annual basis providing they I certify they have received all applicable training: I • The Contractor shall train all of their employees in targeted positions (whose interactions, jobs, and activities affect stormwater quality) on the requirements of the overall stormwater management program. • When the Work includes the use or have the potential to use pesticides or fertilizers, the Contractor shall train all of their employees (whether or not they normally apply pesticides or fertilizers as part of their work). Training programs shall address: 1) The potential for pesticide-related surface water toxicity 2) Proper use, handling, and disposal of pesticides i Page 88 of 177 3) Least toxic methods of pest prevention and control, including Integrated Pest Management 4) Reduction of pesticide use C. Water Quality Protection Requirements for Construction Projects with One (1) Acre (or greater) of Disturbed Soil. In addition to the minimum BMPs required in Paragraphs A and B, all construction projects where at least one (1) acre of soil will be disturbed, construction activity that results in land surface disturbances of less than one acre if the activity is part of a larger common plan of development, or the sale of one or more acres of disturbed land surface requires a Construction Activities Storm Water General Permit(2009-0009-DWQ Permit). Prior to commencement of construction activities,the Permit Registration Documents(PRDs)must be submitted electronically in the Storm Water Multi-Application Report Tracking System (SMARTS) (http://smarts.waterboards.ca.gov/smarts/faces/SwSmartsLogin.'sp). PRDs consist of the Notice of Intent, Risk Assessment, Post-Construction Calculations, a Site Map, the Storm Water Pollution Prevention Plan (SWPPP), a signed certification statement by the Legally Responsible Person (LRP), I and the first annual fee. I See: http://www.swrcb.ca.gov/water issues/programs/stormwater/construction.shtml for more information. A Waste Discharger Identification(WDID)will be emailed to the LRP after the PRDs have been submitted and are deemed complete. Construction activities cannot begin until a WDID is issued by the State Water Resources Control Board. Contractor shall bear the costs of any delays to the Project caused by a delay in obtaining its WDID. The SWPPP shall include: 1. The name, location, period of construction, and a brief description of the project; 2. Contact information for the owner and contractor; 3. The building permit number for the project; 4. The grading permit number for the project(where applicable); 5. A list of major construction materials, wastes, and activities at the project site; 6. A list of best management practices to be used to control pollutant discharges from major construction materials, wastes, and activities; 7. A site plan (construction plans may be used) indicating the selection of BMPs and their location where appropriate; 8. Non-storm water discharges, their locations, and the BMPs necessary to prevent the discharge; 9. A maintenance and self-inspection schedule of the BMPs to determine the effectiveness and necessary repairs of the BMPs; and 10. A certification statement that all required and selected BMPs will be effectively implemented. Within seven(7)days after the City awards the Contract,the Contractor shall submit seven 7 copies of the proposed SWPPP to the City. The City shall review the SWPPP within 14 days of receipt of the plan. If revisions are required,the Contractor shall revise and re-submit the document within seven(7) days of its receipt of the City's comments. The City shall then have seven (7) days to consider the revisions made by the Contractor and approve the SWPPP. The Contractor shall maintain a minimum of two (2) readily accessible copies of the SWPPP at the Project site. The SWPPP shall be made available upon request of a representative of the Los Angeles Regional Water Quality Control Board (LARWQCB) or the U.S. Environmental Protection Page 89 of 177 Agency(U.S. EPA). Requests by environmental groups and the public shall be directed to the City. D. Best Management Practices The objective of the SWPPP is to identify potential sources of pollution that may reasonably affect the quality of storm water discharge associated with construction activities. The plan will describe and ensure the implementation of Best Management Practices (BMPs) which will be used to reduce pollutants in the storm water discharges from the construction site. A Best Management Practice is defined as any program, technology, process, operating method, measure, or device that controls, prevents, removes, or reduces pollution. The Contractor shall select appropriate BMPs from the California Stormwater BMP Handbook, Municipal, Industrial, New Development, and Construction Volumes (www.cabmphandbooks.com) in conjunction with all activities and construction operations. Copies of the California Stormwater BMP Handbooks may be obtained from: California Stormwater Quality Association Cashier P.O. Box 2313 Los Angeles County DPW Livermore, CA 94551 900 South Fremont Avenue www.cabmphandbooks.com Alhambra, CA 91803 Tel. No. (626)458-6959 I i E. Implementation The Contractor will be responsible throughout the duration of the Project for the installation, monitoring, inspection and maintenance of the BMPs included in the SWPPP and for removing and disposing of temporary BMPs. The Contractor may be required to implement additional BMPs as a result of changes in actual field conditions,contractor's activities,or construction operations. I The Contractor shall demonstrate the ability and preparedness to fully deploy these SWPPP control measures to protect soil-disturbed areas of the project site before the onset of precipitation and shall maintain a detailed plan for the mobilization of sufficient labor and equipment to fully deploy these control measures. Throughout the winter season, active soil-disturbed areas of the project site shall be fully protected at the end of each day with these control measures unless fair weather is predicted through the following day. The Contractor shall monitor daily weather forecasts. If precipitation is predicted prior to the end of the following workday, construction scheduling shall be modified, as required, and the Contractor shall deploy functioning control measures prior to the onset of the precipitation. The City may order the suspension of construction operations which are creating water pollution if the Contractor fails to conform to the requirements of this Paragraph 2.17. Unless otherwise directed by the City,the Contractor's responsibility for SWPPP implementation shall continue throughout any temporary suspension of the Work. i F. Sewage Spill Prevention. The Contractor's attention is directed to the sewer bypass operation required during any sewer construction pursuant to the 2012 edition of the "Greenbook" Standard Specifications for Public Works Construction, Section 500.1.2.4 or as that section is subsequently amended. The Contractor shall exercise extraordinary care to prevent the cause of events that may lead to a sewage spill. In the event of a sewage spill, the Contractor shall make arrangements for an emergency response unit comprised of emergency response equipment and trained personnel to be immediately dispatched to the project site. j Page 90 of 177 I The Contractor shall be fully responsible for preventing and containing sewage spills as well as recovering and properly disposing of raw sewage. In addition,the Contractor is responsible for any fines, penalties and liabilities arising from negligently causing a sewage spill. Any utility that is damaged by the contractor shall be immediately repaired at the Contractor's expense. The Contractor shall take all measures necessary to prevent further damage or service interruption and to contain and clean up the sewage spills. G. Sewage Spill Telephone Notification Should a sewage spill occur,the Contractor shall immediately report the incident to both of these two j City Departments: i Sewer Maintenance Services....................................................................................... i j Fire Department Dispatch Center................................................................................. 911 j The Contractor is encouraged to obtain telephone numbers, pager numbers and cellular telephone numbers of City representatives such as Project Managers and Inspectors. However, if these City representatives are not available,then the Contractor shall immediately call: H. Sewage Spill Written Notification The Contractor shall prepare and submit a written report to the Director within three (3) Working Days from the occurrence of a spill to the City. This report shall describe all of the following: 1. The exact location on the Thomas Guide map 2. The nature and volume I 3. The date,time and duration i i 4. The cause 5. The type of remedial and/or cleanup measures taken and date and time implemented 6. The corrective and preventive action taken, and 7. The water body impacted and results of necessary monitoring I. Enforcement The City is subject to enforcement actions by the LARWQCB, U.S. EPA, environmental groups and ! private citizens. The Contractor shall indemnify, defend and hold City, its officers, agents and employees harmless from Contractor's failure to comply and/or fulfill the requirements set forth in i this Paragraph 2.17. Contractor shall be responsible for all costs and liabilities imposed by law as result of Contractor's failure to comply and/or fulfill the requirements set forth in this Paragraph 2.17. The costs and liabilities include, but are not limited to fines, penalties and damages whether assessed against the City or the Contractor. i Page 91 of 177 i In addition to any remedy authorized by law, any money due to the Contractor under this contract shall be retained by the City until all costs and liabilities imposed by law against the City or Contractor have been satisfied. J. Maintenance The Contractor shall ensure the proper implementation and functioning of BMP control measures and shall regularly inspect and maintain the construction site for the BMPs identified in the SWPPP. The Contractor shall identify corrective actions and time frames in order to properly address any damaged measure,or reinitiate any BMPs that have been discontinued. If the City identifies a deficiency in the deployment or functioning of identified control measures, the deficiency shall be corrected by the Contractor immediately or by a later date and time if agreed to by Director and if requested in writing, but not later than the onset of the subsequent precipitation events. The correction of deficiencies shall be at no additional cost to the City. K. Payment All costs involved in the implementation of the SWPPP, including furnishing all labor, materials, tools, equipment and all incidentals;and for doing all the work involved in installing, constructing, maintaining, removing, and disposing of control measures,except those that were installed as a part of another structure, shall be included in the unit prices bid for the various related items of work and no additional compensation will be made therefor. 2.18 SOLID WASTE DISPOSAL AND DIVERSION The Contractor shall submit to the Director the following summary of solid waste generated by the Work, disposed in Class III landfills, or diverted from disposal through recycling. Report disposal in inert fill separately. This form must be accompanied by legible copies of weight tickets, receipts, or invoices that specifically identify the project generating the material. Said documents must be from recyclers and/or disposal site operators that are acceptable to the Director. Further,the documents must be submitted to the Director with each application for progress payment. Failure to submit the form and its supporting i documentation will render the application for progress payment incomplete and delay progress payments. I i Page 92 of 177 i i SUMMARY OF SOLID WASTE DISPOSAL AND DIVERSION Project Title: Specification No. Type of Material (a) (b) (c) (d) Disposed in Class III Landfills Diverted from Class III [Leave This Column Blank] Disposed in Inert Fills Landfills by Recycling Tons/CY Tons/CY Tons/CY Tons/CY Asphalt Concrete Metal Other Segregated Materials (Describe): Miscellaneous Construction Waste Total Form to be submitted to the City SIGNATURE: TITLE: DATE: 2.19 RECYCLED, REUSABLE AND RECYCLABLE PRODUCTS The Contractor is encouraged to propose recycled, reusable and recyclable products for use by the City. Those items should be clearly identified. The City may require further information or documentation to ascertain the suitability/appropriateness of a proposed product. [END OF ARTICLE] i Page 93 of 177 i ARTICLE 3 - TIME OF COMMENCEMENT AND COMPLETION 3.01 COMMENCEMENT, PROSECUTION,AND COMPLETION OF WORK A. Notice to Proceed The Contractor is not authorized to perform any Work the Contract Documents until he/she has received from the City an official notification to commence Work. The date on which the notification is received by the Contractor is herein referred to as the Notice to Proceed. The Contractor shall commence Work on the Date of Commencement established in the Notice to Proceed is issued. The Notice to Proceed shall be issued after the Contract is properly executed, bonds are furnished and approved,and insurance has been submitted and approved. B. Prosecution of the Work Work shall be continued at all times with such force and equipment as will be sufficient to complete it within the specified time. The Contractor expressly proposes that he/she has taken into consideration and made allowances for all ordinary delays and hindrances to the Work to be performed and that he/she will complete the Work within the specified time. C. Required Contract Completion Time is of the essence in the completion of this Contract. The Work shall be completed in its entirety and made ready for service within ( ) calendar days following the Date of Commencement established in the Notice to Proceed ("Contract Time"). By executing the Contract, Contractor confirms that the Contract Time is a reasonable period for performing the Work. 3.02 CITY'S DISCRETION TO EXTEND CONTRACT TIME In the event the Work required hereunder is not satisfactorily completed in all parts and in compliance with the Contract Documents, City shall have the right, in its sole discretion,to increase the number of Working Days or not, as may seem best to serve the interest of City. A change order extending the Contract Time only will be issued by the City should the City decide to increase the number of Working Days. 3.03 SUBSTANTIAL COMPLETION A. Contractor Request for Inspection and Punch List When the Contractor considers that it has achieved Substantial Completion of the Work, or designated portion thereof, Contractor shall prepare and submit to the Director a request for inspection and a comprehensive punch list of items to be completed or corrected prior to Final Payment. Failure to include an item on such punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. B. City Inspection Upon receipt of the Contractor's punch list,the Director will make an inspection to determine whether the Work or designated portion thereof is Substantially Complete. If the inspection discloses any item, whether or not included on the Contractor's punch list, which is not sufficiently complete in accordance with the Contract Documents so that the City can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before City's issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by City. The i Page 94 of 177 i i Contractor shall then submit a request for another inspection by City to determine Substantial Completion. C. Certificate of Substantial Completion When the Work or designated portion thereof is substantially complete, the Director will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the City and Contractor for security,maintenance, utilities,damage to the Work, and insurance, and shall fix the time within which the Contractor shall finish all items on the Contractor's punch list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work. Contractor shall deliver to City all warranty and guarantee documents and policies. 3.04 DELAYS AND EXTENSIONS OF TIME FOR CONTRACTOR A. The Contractor shall take reasonable precautions to foresee and prevent delays to the Work. In the event of any delay to the Work, the Contractor shall revise his/her sequence of operations, to the extent possible under the terms of the Contract,to offset the delay. B. If any delay to the Work is caused by circumstances within the Contractor's control,it is not excusable and not compensable, and the Contractor will not be entitled to any extension of time or to any other compensation for damages resulting directly or indirectly therefrom. C. If any delay having a direct effect on the Work is caused by circumstances beyond the control of the Contractor except for causes of delay specified in Paragraph 3.04-D., such delay may be excusable and may entitle the Contractor to an equivalent extension of time,but not to any other compensation. Excusable but not compensable causes include but are not limited to labor disputes, weather r conditions unfavorable for prosecution of the Work, and force majeure. D. If any delay having a direct effect on the Work is caused by failure of the City to provide information as specified, or necessary instructions for carrying on the Work, or to provide the necessary right of way or site for installation, or failure of a utility to remove or relocate an existing facility such delay may be compensable and may entitle the Contractor to an equivalent extension of time, and to compensation for damages resulting directly from any of the causes of delay specified in this paragraph. E. The Contractor shall notify the Director in writing of any delay having a direct effect on the Work and the causes thereof within 15 days from the beginning of such delay. F. Any claim for an extension of time or for compensation for damages resulting from delay shall be made in writing to the Director not more than 30 days after the ending of such delay. The Contractor shall provide a written report evaluating the impact of the delay which shall include, at a minimum, all of the following: 1. a narrative description of the delay and its impact on the critical path to Substantial Completion of the Work or a portion of the Work designated by City; 2. a detailed breakdown of the Allowable Costs, if any,sought by Contractor due to the delay; 3. the number of days of extension sought by Contractor as an adjustment to the Contract time; 4. a statement that Contractor has complied with the requirements of the General Conditions for i written notice of delays,along with the dates and copies of such notices; i Page 95 of 177 i 5. the measures taken by Contractor and Subcontractors to prevent or minimize the delay;and 6. the Contactor's recommendations for reordering or re-sequencing the Work to avoid or minimize further delay. No extension of time or compensation for damages resulting from delay will be granted unless the delay affects the timely completion of the overall Work under the Contract or the timely completion of a portion of the Work for which a time of completion is specified. G. The Director will investigate the facts and ascertain the extent of the delay, and his/her findings thereon shall be final and conclusive. H. Failure of the Contractor to give written notice of a delay, or to submit or document a claim for an extension of time or for damages resulting from delay in the manner and within the times stated above shall constitute a waiver of all claims thereto. I. When a Contractor experiences two concurrent delays, one compensable and the other excusable, no compensation other than an extension of time will be allowed. J. An extension of time must be approved by the Director to be effective, but an extension of time whether with or without consent of the sureties, shall not release the sureties from their obligations, which shall remain in full force until the discharge of the Contract. I 3.05 CLIMATIC CONDITIONS A. The Director may suspend the Work whenever weather conditions or conditions resulting from i inclement weather are unfavorable for the prosecution of the Work. The delay caused by such suspension may entitle the Contractor to an extension of time but not to any other compensation. B. If the Contractor believes that Work should be suspended under this Paragraph 3.05, he/she may request such suspension. The delay caused by such suspension may entitle the Contractor to an extension of time but not to any other compensation. C. No extension of time will be granted for suspension of Work unless the suspension affects the timely I completion of all Work under the Contract or the timely completion of a portion of the Work for which a time of completion is specified. Determination that the suspension for inclement weather conditions or conditions resulting from inclement weather affects timely completion and entitles the Contractor to an extension of time shall be made and agreed to in writing by the Director and the Contractor on each day that Work is suspended. In the event of failure to agree,the Contractor may protest under i the provisions of Paragraph 7.07. a D. If Work is suspended and an extension of time is granted under this Paragraph 3.05 the Contractor will be entitled to a one day extension of time for each day that he/she is unable to Work at least one-half of his/her current normal Work day;and if the Work is suspended at the regular starting time i on any Work day and the Contractor's Workforce is dismissed as a result thereof, then he/she will be entitled to a one day extension of time whether or not conditions change thereafter and the major portion of the day is suitable for Work. i 3.06 COMPLETION AND ACCEPTANCE i A. Upon request by the Contractor, the Director shall conduct a final inspection of the Work. If, in the Director's opinion, Final Completion has been achieved,the Director will accept the Work by issuing a "Notice of Completion"of the Work to the Contractor. Upon the issuance of the Notice of Completion Page 96 of 177 i i the Contractor will be relieved from responsibility to protect the Work. B. Within 15 calendar days after issuing the Notice of Completion, the Director will record the Notice of Completion with the County Recorder. 3.07 LIQUIDATED DAMAGES A. Contractor and City agree to liquidate damages in the amount of dollars($ )per day, with respect to Contractor's failure to achieve Substantial Completion of the Work within the Contract Time. The Parties intend for the liquidated damages set forth herein to apply to this Contract as set forth in Government Code Section 53069.85. The Contractor acknowledges and agrees that the liquidated damages are intended to compensate City solely for the Contractor's failure to meet the deadline for Substantial Completion and shall not excuse Contractor from liability from any other breach, including any failure of the Work to conform to the requirements of the Contract Documents. B. In the event that Contractor fails to achieve Substantial Completion of the Work within the Contract Time, Contractor agrees to pay City the amount specified in the Contract form for each calendar day that Substantial Completion is delayed. C. Contractor and City acknowledge and agree that the foregoing liquidated damages have been set based on an evaluation of damages that the City will incur in the event of late completion of the Work. Contractor and City acknowledge and agree that the amount of such damages are impossible to ascertain as of the effective date hereof and have agreed to such liquidated damages to fix City's damages and to avoid later disputes. It is understood and agreed by Contractor that liquidated damages payable pursuant to this Agreement are not a penalty and that such amount are not manifestly unreasonable under the circumstances existing as of the effective date of this Agreement. D. It is further mutually agreed that City shall have the right to deduct liquidated damages against progress payments or retainage and that the City will issue a Construction Change Directive and reduce the Contract Sum accordingly. In the event the remaining unpaid Contract Sum is insufficient to cover the full amount of liquidated damages. Contractor shall pay the difference to City. [END OF ARTICLE] I Page 97 of 177 I i I ARTICLE 4 - CONSTRUCTION SCHEDULES 4.01 BASELINE PROJECT SCHEDULE The Contractor shall submit his/her work Baseline Project Schedule, in electronic as well as hard-copy format, to the Director at the pre-construction meeting showing in detail how the Contractor plans to execute and coordinate the Work. The construction schedule shall show the sequence of work, critical path and estimated time for completion of each segment of work. This schedule must be reviewed and accepted by the Director before the Contractor will be permitted to begin work. In addition,the Contractor shall submit a detailed schedule forecasting two(2)weeks of work describing each day's work.This schedule shall be updated and submitted to the City every other Monday during the construction period.The Contractor shall give 48 hours notice to the City Engineer prior to the start of the work. A. Format t 1. At a minimum,the Baseline Project Schedule activities shall be coded on a work discipline basis and by geographic area or location on the Project. The Baseline Project Schedule shall include a j detailed description of each activity code. The Baseline Project Schedule shall be based on and incorporate contract milestone and completion dates specified in the Contract Documents. It shall depict events,jobs,and their interrelationships and shall recognize the progress that must be made on one task before subsequent tasks can begin. The schedule shall be comprehensive and shall include all logical interdependencies and interactions required to perform the Work of the Project. 2. Overall time of completion and time of completion for each milestone shown on the Schedule shall adhere to the specified Contract Time, unless an earlier (advanced) time of completion is requested by Contractor,agreed to by the City and formalized by Change Order. 3. Contractor shall use the latest version of Microsoft Project or equivalent software agreed to by the parties. 4. The City will review the submitted Baseline Project Schedule for conformance with these scheduling requirements. Within fourteen(14)calendar days after receipt,the City will accept the proposed Baseline Project Schedule or will return it with comments. If the proposed Baseline Project Schedule is accepted by the City, it shall be deemed part of the Contract Documents. If the Baseline Project Schedule is not accepted by City,Contractor shall revise the Baseline Project Schedule, in accordance with the recommendations of the City, and re-submit same for acceptance, no later than seven(7)calendar days after receipt of said recommendation. 5. Acceptance of Baseline Project Schedule by City, failure to include an element of work, or inaccuracy in Baseline Project Schedule shall not relieve Contractor from the responsibility for accomplishing the Work in accordance with the Contract Documents. B. Float 1. Critical Work activities are defined as Work activities which, if delayed or extended,will delay the scheduled completion of the milestones and/or time of completion. All other Work activities are defined as non-critical Work activities and are considered to have float. Float is defined as the time that a non-critical Work activity can be delayed or extended without delaying the scheduled completion of the milestones and/or time of completion. Float is considered a Project resource available to either party or both parties as needed. Once identified, Contractor shall monitor, account for,and maintain float in accordance with Critical Path Methodology. Page 98 of 177 I 2. Delays of any non-critical Work shall not be the basis for an extension of Contract Time until the delays consume all float associated with that non-critical Work activity and cause the Work activity to become critical. 3. It is acknowledged that City-caused time savings (i.e., critical path submittal reviews returned in less time than allowed by the Contract Documents,approval of substitution requests which result in a savings of time for Contractor,etc.)create shared float. Accordingly,City-caused delays may be offset by City-caused time savings. C. Weather (This section applies only to projects of one(1)year duration or longer) The completion time contemplated by this Contract anticipates lost days(Work Days) due to normal weather conditions annually and prorated for any duration less than twelve months. Only unusual or extreme weather conditions, as determined by the National Oceanic and Atmospheric Administration,for the time of year will be considered as justification for an extension of time to complete the Project,and only after the weather days have been utilized. Annual weather days are not cumulative,and unused days shall become"float"forthe benefit of the project,and the schedule adjusted accordingly. The use of weather days by the Contractor shall be subject to all the conditions of claim for an extension of time. The Contractor shall notify the City in writing within ten (10)days of the commencement of each rain event. D. Early Completion While the Contractor may schedule completion of the Project earlier than the date established by the Contract Documents, no additional compensation shall become due the Contractor for the use of float time between the Contractor's projected early completion date and the date for Substantial Completion established by the Contract Documents, unless an earlier(advanced)time of completion is requested by Contractor,agreed to by the City,and formalized by Change Order. 4.02 SCHEDULE UPDATES A. With each Application for Payment submitted by Contractor (other than the final Application for Payment),the Contractor shall submit to the City an updated Project Schedule revised to indicate the Work completed, status of Work in progress, all progress slippages, corrective actions taken, or slippage carry-over, for all anticipated delays or difficulties, and all other information required to accurately present the actual status of the progress of the Work as of the date of the Application for Payment. If the Contractor does not submit an updated Project Schedule with an Application for Payment, City may withhold payment, in whole or in part, until the updated Project Schedule is submitted. In the event that an update to the Project Schedule indicates a delay to the Contract Time { the Contractor shall propose an affirmative plan to correct each such delay, including overtime and/or additional labor, if necessary. In no event shall any Project Schedule update constitute an adjustment in the Contract Time, any deadline, or the Contract Sum unless any such adjustment is agreed to by the City and authorized pursuant to Change Order or Work Directive. I B. At no time shall historical data contained within the updated Project Schedule(i.e.completed activities) be removed and/or altered in any way. This historical data is to be preserved within each of the updated Project Schedules and submitted with the final schedule update to reflect the actual start and finish dates for each activity within the Schedule. C. Any work stoppages within individual work activities that exceed seven (7) calendar days in duration shall be clearly indicated within the updated Project Schedule. In cases where unplanned activity work stoppages exceed seven(7)calendar days activities shall be added to the Project Schedule to clearly Page 99 of 177 1 indicate the work stoppage period and identify forecasted resumption and completion of the activity where work has stopped. Contractor shall clearly note all schedule revisions when Project Schedule updates are submitted,as required in this Paragraph 4.02 above. 4.03 NONCOMPENSABLE EXTRAORDINARY MEASURES A. Should the City determine, in its sole judgment,that the performance of the Work has not progressed to the level of completion required by the Contract Documents, City shall have the right to order the Contractor to take corrective measures to expedite the progress of construction, at no additional cost to the City,including,without limitation,the following: 1. Working additional shifts of overtime. 2. Supplying additional manpower,equipment, and/or facilities. 3. Reschedule activities to maximize practical concurrence of accomplishment of activities. 4. Submitting a Recovery Schedule discussed above,for resequencing performance of the Work or other similar measures. 5. Any other actions that may be necessary to mitigate delays. B. Such Extraordinary Measures shall continue until the progress of the Work is no longer behind schedule and/or reaches the stage of completion required by the Contract Documents. Contractor shall not be entitled to an adjustment in the Contract Sum in connection with the performance of any such Extraordinary Measures required by the City under this Paragraph. The City may exercise the rights furnished the City pursuant to this Paragraph as frequently as the City deems necessary to ensure that the Contractor's performance of the Work will comply with the Contract Time or interim completion dates set forth in the Contract Documents. If Contractor or its Subcontractors fail to implement or commence Extraordinary Measures within ten (10) calendar days of City's written demand, City may, without prejudice to other remedies,take corrective action at the expense of the Contractor which shall reduce the Contract Sum accordingly. i 4.04 CONDITION OF PAYMENT i Compliance by Contractor with the requirements of the Contract Documents pertaining to preparation, submission,revising and updating of the Schedule is a condition precedent to City's obligation to make payment to Contractor of any or all sums that might otherwise be due to Contractor in the absence of such noncompliance. Payment by City under circumstances in which City,for any reason,fails or elects not to assert its right to withhold j payment for noncompliance with this Paragraph shall not be construed as a waiver of the right to withhold future payments on account of such noncompliance or any other noncompliance. I [END OF ARTICLE] i i i 1 a a i I i i i Page 100 of 177 i ARTICLE 5 - SUSPENSION OR TERMINATION OF CONTRACT 5.01 TERMINATION BY THE CONTRACTOR i A. Contractor shall have the right to terminate its performance of the Contract only upon the occurrence of one of the following: 1. The Work is stopped for a period of ninety (90) consecutive days through no act or fault of the Contractor, any Subcontractor, Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor,due to: a. the issuance of an order of a court or other public authority having jurisdiction;or b. an act of government,such as a declaration of national emergency making material unavailable; and Contractor has given City written notice within ten(10)days of the occurrence of such ground for termination,then the Contractor may, upon thirty(30)additional calendar days written notice to City, unless the reason has theretofore been cured,terminate its performance of the Work. 2. The Work is stopped for a period of 120 consecutive days through no act or fault of Contractor, any Subcontractor,Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, because the City has persistently failed to perform any material obligation under the Contract Documents and I fails to cure such default within ninety(90)days after the receipt of notice from Contractor stating the nature of such default. B. If Contractor terminates its performance of the Contract in accordance with this Paragraph 5.01, the ' City shall pay Contractor for the Work executed through the date of termination as set forth in Paragraph 5.04-C below. i 5.02 TERMINATION BY THE CITY FOR CAUSE A. Grounds The City shall have the right to terminate the Contractor's performance of the Contract, in whole or in part,without liability to City if: 1. Contractor fails promptly to begin the Work under the Contract Documents;or 2. Contractor refuses or fails to supply enough properly skilled workers or proper materials;or 3. Contractor fails to perform the Work in accordance with the Contract Documents, including conforming to applicable standards set forth therein in constructing the Project, or refuses to remove and replace rejected materials or unacceptable Work;or 4. Contractor discontinues the prosecution of the Work (exclusive of work stoppage: (a) due to termination by City; or (b) due to and during the continuance of a Force Majeure event or suspension by City);or I Page 101 of 177 i I 5. Contractor fails to resume performance of Work which has been suspended or stopped, within a reasonable time after receipt of notice from City to do so or(if applicable) after cessation of the event preventing performance;or 6. Any representation or warranty made by Contractor in the Contract Documents or any certificate, schedule, instrument, or other document delivered by Contractor pursuant to the Contract Documents shall have been false or materially misleading when made;or 7. Contractor fails to make payment to Subcontractors or Material Suppliers for materials or labor in accordance with the respective Contract Documents and applicable law;or 8. Contractor disregards laws,ordinances,or rules, regulations,or orders of a public authority having jurisdiction;or 9. Contractor is guilty of breach of a provision of the Contract Documents;or i 10. Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to satisfy its contractual obligations. i A receiver,trustee,or other judicial officer shall not have any right,title,or interest in or to the Contract. Upon that person's appointment, City has, at its option and sole discretion, the right to immediately cancel the Contract and declare it null and void. i B. City's Rights. When any of the reasons specified in Paragraph 5.02-A exist,the City may, in addition to and without prejudice to any other rights or remedies of the City, and after giving the Contractor five(5) calendar days written notice,terminate Contractor's performance of the Work, in whole or in part,and may: 1. Take possession of the site and all materials, equipment, tools, construction equipment, and i machinery thereon owned by the Contractor; j 2. Withhold from Contractor amounts unpaid hereunder and to offset such amounts against damages j or losses incurred by City; 3. Accept assignment of subcontracts from Contractor,at the sole discretion of City,and 4. Finish the Work by whatever reasonable method the City may deem expedient. Upon request of the Contractor, the City shall furnish to the Contractor a detailed accounting of the costs incurred by the City in finishing the Work. C. Costs If City's costs to complete and damages incurred due to Contractor's default exceed the unpaid Contract balance,the Contractor shall pay the difference to the City. D. Wrongful Termination If it has been adjudicated or otherwise determined that City has wrongfully terminated the Contractor for cause, then said termination shall be deemed converted to a termination for convenience as set i forth in Paragraph 5.04 and Contractor's remedy for wrongful termination in such event shall be limited I Page 102 of 177 i to the recovery of the payments permitted for termination for convenience as set forth in Paragraph 5.04. 5.03 PARTIAL DELETION OR SUSPENSION OF WORK BY THE CITY A. Contractor agrees that the City may determine whether any or all of the Work described in the Contract Documents shall be deleted or performance suspended without electing to terminate the Contractor's performance under the Contract and without any penalty being incurred by the City. B. Any such partial deletion or suspension of the Work shall in no way void or invalidate the Contract nor shall it provide Contractor with any basis for seeking payment from City for Work deleted or suspended except to the extent such Work has already been performed and is otherwise compensable under the Contract. C. The City shall have the right to later have any such suspended or deleted Work performed by Contractor or others without any penalty to the City. D. In the event of any partial or complete deletion or suspension of Work,the City shall furnish Contractor with prompt written notice thereof, and the City shall be entitled to take possession of and have as its property all Record Documents, Accounting Records, and other data prepared by Contractor or its Subcontractors. E. Suspension for Convenience. 1. The City may at any time and from time to time,without cause,order the Contractor, in writing,to suspend, delay, or interrupt the Work in whole or in part for such period of time as the City may determine. Such order shall be specifically identified as a"Work Suspension Directive"under this Section. 2. Upon receipt of a Work Suspension Directive,Contractor shall,at the City's expense,comply with its terms and take all reasonable steps to minimize costs allocable to the Work covered by the Work Suspension Directive during the period of Work stoppage. 3. Within the period of suspension,or such extension to that period as is agreed upon by Contractor and the City,the City shall either cancel the Work Suspension Directive or delete the Work covered by such Work Suspension Directive by issuing a Change Order or Construction Change Directive. 4. If a Work Suspension Directive is cancelled or expires, Contractor shall continue the Work. A Change Order or Construction Change Directive will be issued to cover any adjustments of the Contract Sum and Contract Time necessarily caused by such suspension. No adjustment shall be made to the extent: (a) That performance is, was, or would have been so suspended, delayed, or interrupted by another cause for which the Contractor is responsible;or (b) That an equitable adjustment is made or denied under another provision of the Contract. F. Suspensions for Cause City has the authority by written order to suspend the Work, in whole or in part,without liability to City for Contractor's failure to: 1. Correct conditions unsafe for the Project personnel or general public,or I Page 103 of 177 2. Carry out the Contract;or 3. Carry out orders of City. G. Responsibilities of Contractor During Suspension Periods During periods that Work is suspended, Contractor shall continue to be responsible for the Work and shall prevent damage or injury to the Project,provide for drainage,and shall erect necessary temporary structures, signs or other facilities required to maintain the Project and continue to perform according to the Contract Documents. 5.04 TERMINATION BY THE CITY FOR CONVENIENCE A. Grounds Without limiting any rights which City may have by reason of any default by Contractor hereunder,City may terminate Contractor's performance of the Contract, in whole or in part, at any time, for f convenience upon fifteen(15)calendar days written notice to Contractor. B. Contractor Actions i Upon receipt of such notice, Contractor shall perform the duties required by Paragraph 5.05 below. At the election of and as directed by the City, any or all of the subcontracts and purchase orders entered in to by Contractor prior to the effective date of termination shall be terminated or shall be j assigned to City. C. Compensation 1. If the Parties are unable to agree on the amount of a termination settlement, the City shall pay the Contractor the following amounts: j a. For Work performed before the effective date of termination, the total (without duplication of any items)of: i. The cost of the Work;and ii. A sum,as overhead and profit on the cost of the Work,determined by the City to be fair and reasonable. In no event shall Contractor be entitled to recover overhead or profit on Work not performed. i I b. The reasonable costs of settlement of the Work terminated, including: i i. Accounting, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data,if any; and ii. Storage,transportation,and other costs reasonably necessary for the preservation, protection,or disposition of inventory. 2. Such payment shall be Contractor's exclusive remedy for termination for convenience and will be due and payable on the same conditions as set forth for final payment to the extent applicable. Upon receipt of such payment, the Contractor and City shall have no further obligations to each } other except for Contractor's obligations with respect to warranties, representations, indemnity, Page 104 of 177 i maintenance of insurance, and other obligations that survive termination or Final Completion as provided for herein. 3. It is understood and agreed that no fee,anticipated profit,compensation for lost opportunity costs, or other compensation or payment of any kind or character shall be due or payable for unperformed Work regardless of the basis of termination and the inclusion of this provision within this subparagraph shall in no way limit its application to termination under this Paragraph. 4. Contractor agrees that each of its subcontracts will reserve for the Contractor the same right of termination for convenience provided by this Paragraph 5.04. D. No Consequential Damages Under no circumstances shall Contractor be entitled to anticipatory or unearned profits or consequential or other damages as a result of a termination or partial termination under this Article 5. The payment to Contractor determined in accordance with this Article constitutes Contractor's exclusive remedy for a termination hereunder. 5.05 CONTRACTOR'S DUTIES UPON TERMINATION FOR CAUSE OR CONVENIENCE If the City terminates Contractor's performance of Work under the Contract, for cause or convenience or if Contractor terminates a Subcontractor with the City's approval,Contractor shall: (1)cease performance of the Work to the extent specified in the notice; (2)take actions necessary or that the City may direct,for the protection and preservation of the Work; (3)settle outstanding liabilities,as directed by City; E (4)transfer title and deliver to City Work in progress,specialized equipment necessary to perform the Work; i i (5) submit all Record Documents, Accounting Records and other data prepared pursuant to the Contract by Contractor and/or its Subcontractors, as applicable, to the City with fifteen (15) calendar days after the City's notice of termination in an organized, usable form, in both hard copy and electronic/digital form, with all items I properly labeled to the degree of detail specified by the City;and, I (6)except for Work directed by City to be performed prior to the effective date of termination stated in the notice, incur no further costs or expenses and enter into no further subcontracts and purchase orders. I No compensation shall be due Contractor, if any, until Contractor complies with the requirements of this Paragraph. [END OF ARTICLE] i i I i {I i i t 4 Page 105 of 177 { ARTICLE 6 — CHANGES 6.01 CITY'S RIGHT TO ORDER CHANGES The City, without invalidating the Contract, may authorize changes in the Work consisting of additions, deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly, if necessary. All such changes in the Work shall be authorized by Change Order or Construction Change Directive and Contractor shall perform such changes in the Work according to the applicable requirements i of the Contract Documents. 6.02 APPLICABLE PROVISIONS Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly and diligently with the change, unless otherwise provided in the Change Order or Construction Change Directive. It is of the essence to this Contract that all scope changes in the Work that form the basis of an adjustment of the Contract Sum or Contract Time must be authorized in advance in writing through either a Change Order or Construction Change Directive. A change in the Contract Sum or the Contract Time shall be accomplished only by Change Order or Construction Change Directive. Accordingly, no verbal directions, course of conduct or dealings between the Parties, express or implied acceptance of alterations or additions to the Work,or claim that the Contract has been abandoned or the City has been unjustly enriched by any alteration or addition to the Work shall be the basis of any claim for an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. 6.03 NOTICE OF SCOPE CHANGE Contractor shall submit written notice of any change in scope to the Director if, in the Contractor's opinion, any instruction, request, Drawings, Specifications, action, condition, omission, default, or other situation occurs that the Contractor believes constitutes a scope change or other matter resulting in Extra Work, for which Contractor believes it is entitled to an adjustment of the Contract Sum or Contract Time. Such notice shall be provided prior to performance of the Work affected by such occurrence and within seven(7)calendar days after the discovery date of the circumstances of such scope change or other matters. The written notice shall state the date, circumstances, extent of adjustment to the Contact Sum or the Contract Time, if any, ! requested. The mere presentation of such notice shall not establish the existence of any right by Contractor to adjustment of the Contract Sum or Contract Time. Failure to provide such timely written notice described herein shall constitute a waiver by Contractor of the right to any adjustment to the Contract Sum or Contract Time on account thereof. 6.04 CHANGE ORDERS A. Computation Methods used in determining adjustments to the Contract Sum by Change Order may include those listed in Paragraph 6.06 below. B. Accord and Satisfaction Agreement on any Change Order shall be a full compromise and settlement of all adjustments to Contract Time and Contract Sum, and compensation for any and all delay, extended or additional field and home office overhead, disruption, acceleration, inefficiencies, lost labor or equipment productivity, differing Site conditions, construction interferences and other extraordinary or consequential damages (hereinafter called "Impacts"), including any ripple or cumulative effects of Page 106 of 177 said Impacts on the overall Work under the Contract arising directly or indirectly from the performance of Work described in the Change Order. By execution of any Change Order,Contractor agrees that the Change Order constitutes a complete accord and satisfaction with respect to all claims for schedule extension, Impacts, or any costs of whatever nature, character or kind arising out of or incidental to the Change Order. No action, conduct, omission, product failure or course of dealing by the City shall act to waive,modify,change,or alter the requirement that(i)Change Order's must be in writing, signed by the City and Contractor and; (ii) that such written Change Orders are the exclusive method for effectuating any change to the Contract Sum and/or Contract Time. 6.05 CONSTRUCTION CHANGE DIRECTIVE (FIELD DIRECTIVE) A. A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. The City may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions,deletion, or other revisions,the Contract Sum and Contract Time being adjusted accordingly. B. If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be calculated in accordance with Paragraph 6.06 herein (Pricing Changes in the Work). C. Upon receipt of the Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the City of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive, for determining the proposed adjustment in the Contract Sum or Contract Time. D. If Contractor believes a Construction Change Directive constitutes a basis for adjustment to the Contract Sum or Contract Time, then Contractor shall give a Notice of Scope Change provided in Paragraph 6.03, followed by a submission of a Change Order Request as required by Paragraph 6.08. Contractor shall,if requested by City in such Construction Change Directive or in a subsequent Construction Change Directive, proceed with the performance of the Work as described in the Construction Change Directive. Failure of Contractor to proceed with the performance of Work, as described in the Construction Change Directive shall give the City the right to carry out the Work, as set forth in Paragraph 2.05. E. A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. F. If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the City on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, Allowable Mark-Ups in accordance with Paragraph 6.06(E) herein. 6.06 PRICING CHANGES IN THE WORK A. Alternative Methods of Pricing The amount of any adjustment by Change Order or Construction Change Directive increasing or decreasing the Contract Sum shall be determined by the Director using one or a combination of the following methods: Page 107 of 177 1. Lump Sum. By mutual acceptance of a lump sum proposal from Contractor properly itemized and supported by sufficient substantiating data to permit evaluation. Such proposal shall be based solely on Allowable Costs, as defined in Subparagraph 6.06-C, and Allowable Mark-Ups, as defined in Subparagraph 6.06-E, and shall not include any costs or expense that is not permitted by the terms of any provision of the Contract Documents. 2. Unit Prices. By unit prices contained in Contractor's original Bid and incorporated in the Contract Documents or fixed by subsequent agreement between City and Contractor. Unless otherwise stated in the Bidding Documents, unit prices stated in the Contract Documents or agreed upon by the County and Contractorshall be deemed to include and encompass all Allowable Markups. 3. Time and Materials. By calculating the actual Allowable Costs directly incurred, plus a sum for Allowable Mark-Ups on such Allowable Costs. 4. Deletion of Work. By Unit Prices contained in Contractor's original Bid and incorporated in the Contract Documents,or by using the Schedule of Values to determine the value of the decrease of the Contract Sum, less the value of any Work performed, plus a reasonable percentage of the decrease for the Contractor's saved overhead unless the Schedule of Values allocates general conditions costs to individual line items, in which case no percentage of the decrease shall be added. When a change consists of both addition and deletion of Work,the added costs and deleted costs shall be calculated separately, and then added together, resulting in the net cost for the change. The Allowable Mark-Up shall be applied to this net cost. B. Contractor Maintenance of Daily Records for Changes 1. In the event that Contractor is directed to perform any Extra Work, or should Contractor encounter conditions which the Contractor believes would obligate the City to adjust the Contract Sum and/or the Contract Time, Contractor shall maintain detailed records of the cost of such changes on a daily basis summarized in a daily report supplemented by back-up records. Such records shall include without limitation: a. Labor. At the close of each day on which such Extra Work is performed, Contractor shall submit an Extra Work labor report,on forms provided by Director,to Director that sets forth a list of the actual hours spent in performing the Extra Work, that clearly differentiates between the labor expended on the Extra Work and other Work, and the Allowable Costs for such Extra Work performed that day showing the names of workers, their classifications, hours worked and hourly rates. b. Materials, Equipment. A list of Allowable Costs of materials and equipment consumed in the performance of the Extra Work on the day on which such Extra Work is performed, together with copies of applicable delivery tickets and unit prices for all materials and for all equipment used the type of equipment, identification number, hours of operation(including loading and transportation)and hourly/daily rates involved for that day. G. Other Services or Expenditures. A list of other services and expenditures constituting Allowable Costs incurred in performance of the Extra Work on the day on which such Extra Work is performed, along with documentation verifying the amounts thereof in such detail as Director may require. 2. In the event that more than one change to the Work is performed by the Contractor in a calendar day,Contractor shall maintain separate records of labor,construction equipment,materials,and I Page 108 of 177 I equipment for each such change. In the event that any Subcontractor of any tier shall provide or perform any portion of any change to the Work, Contractor shall require that each such Subcontractor maintain records in accordance with this Section. 3. Each daily record maintained hereunder shall be signed by Contractor;such signature shall be deemed Contractor's representation and warranty that all information contained therein is true, accurate, complete, and relates only to the change referenced therein. All records maintained by Subcontractors of any tier, relating to the costs of a change in the Work shall be signed by such Subcontractor's authorized project manager or superintendent. All such records shall be forwarded to the Director on the day the Work is performed(same day) for independent verification. The Director shall attempt to review and reconcile costs for changes on a daily basis. Records not available on the day on which the Extra Work is performed,such as, but not limited to,material invoices,shall be submitted as soon as they are available but not later than five (5) calendar days after the earlier of the day of delivery or incorporation of the particular item of Extra Work at the Site. 4. The Director may additionally require authentication of all time and material tickets and invoices by persons designated by the Director for such purpose. In the event that Contractor shall fail or refuse, for any reason, to maintain or make available for inspection, review, and/or reproduction such records,adjustments to the Contract Sum or Contract Time,if any,on account of any change to the Work may be deemed waived for that day. Contractor's obligation to maintain back-up records hereunder is in addition to, and not in lieu of, any other Contractor obligation under the Contract Documents with respect to changes to the Work. 5. Waiver by Contractor. Failure to submit such records as are required by this Paragraph daily shall waive any rights for recovery of Allowable Costs incurred for Extra Work performed that day. The failure of the Contractor to secure any required authentication shall, if the City elects in its sole discretion to treat it as such, constitute a waiver by the Contractor of any right to adjustment of the Contract Sum for the Allowable Cost of all or that portion of the Extra Work covered by such non-authenticated ticket or invoice. C. Allowable Costs The term"Allowable Costs"shall mean in the case of Extra Work actual costs incurred by Contractor and/or any Subcontractor, regardless of tier, and necessarily involved in direct performance of the Extra Work, or in the case of deleted work the actual costs that would have been incurred in performing deleted work by Contractor and/or any Subcontractor, regardless of tier, and shall be limited to the following costs: 1. Labor. Straight-time wages or salaries,and overtime wages and salaries specifically authorized by City in writing, for employees employed at the site, or at fabrication sites off the site, in the direct performance of the Extra Work or that would have been incurred in the direct performance of the deleted work, based on the actual cost for wages prevailing locally for each craft or type of workers at the time the Extra Work is done or the deleted work is ordered eliminated. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental. The use of labor classification which would increase the Allowable Cost for Extra Work will not be permitted unless Contractor establishes the necessity for such additional costs. 2. Benefits. Payroll taxes, insurance, health and welfare, pension, vacation,apprenticeship funds and benefits required by lawful collective bargaining agreements for employees on straight-time C Page 109 of 177 i i wages or salaries,and on overtime wages and salaries specifically authorized by City in writing, for employees employed at the site, or at fabrication sites off the site, in the direct performance of the Extra Work or that would have been incurred in the direct performance of the deleted work. 3. Materials, Consumables, Costs of materials and consumable items which are furnished and incorporated into the Work, as approved by City, or that would have been incorporated into the Work in the case of deleted work shall be at the lowest price available to Contractor but in no event shall such costs exceed competitive wholesale prices obtainable from other Subcontractors, suppliers, manufacturers and distributors in the general vicinity of the site. If City determines, in its discretion, that the cost of materials is excessive, or if Contractor fails to furnish satisfactory evidence of the cost from the actual supplier thereof,then in either case the cost of the materials shall be deemed to be the lowest wholesale price at which similar materials are available in the quantities required at the time they were needed. The City reserves the right to furnish such materials as it deems advisable, and Contractor shall have no claim for costs or profits on materials so furnished. Material invoices must be included with the extra work report to obtain payment. 4. Taxes. Sales taxes on the costs of materials and consumable items described in Paragraph 5.04-C.3 above. 5. Tool, Equipment Rental. Rental charges for necessary machinery and equipment, whether j owned or hired, as authorized in writing by City, exclusive of hand tools, used directly in the j performance of the Extra Work or that would have been used in the direct performance of the ! deleted work. Regardless of ownership, such rental charges shall not exceed the hourly rate derived from the most recently published "Rental Rate Blue Book for Construction Equipment" or the"Rental Rate Blue Book for Older Construction Equipment,'as published by K-111, San Jose, California, which is in effect at the time of commencement of the changed work. The Contractor shall attach a copy of the rate schedule to the daily reports required by Paragraph 6.06-B,above.The charges for any machinery and equipment shall cease when the use thereof is no longer necessary for the Extra Work or deleted work. No charge shall be allowed for use of equipment or tools which have a replacement value of$500 or less. The allowable rental rates shall include the cost of fuel, power oil, lubrication, supplies, small tools, necessary attachments, loading, transportation, repairs and maintenance of any kind, depreciation, storage, insurance, and all incidentals. Notwithstanding the provisions of Paragraph 6.06-E below, no mark-up shall be allowed for overhead, profit or bond premiums for use of equipment if the equipment is supplied by an equipment rental firm. If equipment is used intermittently and, when not in use,could be returned to its rental source at less expense to City than holding it at the Site, it shall be returned,unless Contractor elects to keep it at the Site at no expense to City. Costs incurred while equipment is inoperative due to breakdowns, regular maintenance, or for non-Working Days shall not be allowed. The rental time shall include the time required to move the equipment to the Work from the nearest available source for rental of such equipment and to return it to the source. If such equipment is not moved by its own power, then loading and transportation will be allowed. Neither moving time nor loading and transportation costs will be paid if the equipment is for use on the Project unrelated to the Extra Work. All equipment shall be acceptable to City, in good working condition, and suitable for the purpose for which it is to be used. 6. Royalties. Additional or saved costs of royalties due to the performance of the Extra Work or deleted work. Page 110 of 177 7, Insurance, Bonds. Additional or saved costs of insurance and bonds, provided, however, that for Extra Work such costs shall not exceed one percent(1%)of Items 1 through 6 above. D. Costs Not Allowed Allowable Costs shall not include any of the following: 1. Wages, salaries, fringe benefits and payroll taxes of Contractor's and all Subcontractor's non- craft labor(above a Foreman level); 2. Overhead (including home office overhead), administrative or general expenses of any kind including engineering, estimating, scheduling, drafting, detailing, etc., incurred in connection with Extra Work; 3. Vehicles not dedicated solely for the performance of the extra of deleted work; 4. Small tools(replacement value not exceeding$500); 5. Office expenses, including secretarial and administrative staff, materials and supplies; 6. On-site and off-site trailer and storage rental and expenses; 7. Site fencing; 8. Utilities, including gas,electric, sewer,water,telephone,telefax, copier equipment; 9. Computer and data processing personnel, equipment and software; 10. Federal,state of local business income and franchise taxes; 11. Losses of efficiency or productivity; and 12. Costs and expenses of any kind or item not specifically and expressly included in Paragraph 6.06-C. E. Allowable Mark-Up(Staff to Determine one of the following 2 options for Allowable Mark Up) [OPTION#1] 1. If the Net Cost of Extra Work is less than or equal to$25,000,the Allowable Mark-Up shall be computed as follows: (a) For Extra Work performed directly by the Contractor's forces,the added cost for all expenses of overhead,profit,bond and insurance("Allowable Mark-Up")shall not exceed fifteen percent (15%)of the net cost of the Extra Work. (b) For Extra Work performed by a Subcontractor, the added cost of combined expenses, Allowable Mark-Up for Contractor and all Subcontractor(s) shall not exceed twenty(20%) of j the net cost of all Subcontractor(s)'s Extra Work. 2. If the net cost of Extra Work is greater than $25,000 and less than or equal to $100,000, the Allowable Mark-up shall be computed as follows: Page 111 of 177 i i (a) For Extra Work performed directly by the Contractor's forces the added cost for Allowable Mark-Up shall not exceed twelve(12%)of the net cost of the Extra Work. (b) For Extra Work performed by a Subcontractor, the added cost of combined expenses for Allowable Mark-Up for Contractor and all Subcontractor(s)shall not exceed seventeen(17%) of the net cost of all Subcontractor(s)'s Extra Work. 3. If the net cost of Extra Work is greater than$100,000,the Allowable Mark-up shall be computed as follows: (a) For Extra Work performed directly by the Contractor's forces the added cost for Allowable Mark-Up shall not exceed ten percent(10%)of the net cost of the Extra Work. (b) For Extra Work performed by a Subcontractor, the added cost of combined expenses for Allowable Mark-Up for Contractor and all Subcontractor(s) shall not exceed fifteen (15%)of the net cost of all Subcontractor(s)'s Extra Work. [Option#2] 1. Extra Work by contractor(Markup): The following percentages shall be added to the Contractor's costs and shall constitute the markup for all overhead and profits: Labor 33% Materials 15% Equipment Rental 15% Other Items and Expenditures 15% 2. Extra Work by Subcontractor(Markup):When all or any part of the extra work is performed by a Subcontractor, the markup provided for the Contractor in 6.06.E.1 shall apply to the Subcontractor's actual costs. A markup of 5% on the subcontracted portion of each extra work may be added for the Contractor. F. Net Allowable Costs If anyone scope change involves both Extra Work and deleted work in the same portion of the Work and the additive allowable costs exceed the deductive allowable costs, the Allowable Markups on the Extra Work will be only the difference between the two amounts. 6.07 CITY ORIGINATED REQUEST FOR ITEMIZED CHANGE ORDER PROPOSAL REQUEST City may issue a Construction Change Directive or other written request to Contractor describing a proposed change to the Work and requesting the Contractor submit an itemized change order proposal in a format acceptable to City within ten(10)calendar days after City issues the request.The Contractor's change order proposal shall include an analysis of impacts to cost and time, if any, to perform additional work, change Work or delete Work, as applicable, including the effects and impacts, if any,on unchanged Work,estimates of costs (broken down by the cost categories listed in this Paragraph), and Contractor's proposed methods to minimize costs,delay,and disruption to the performance of the Work. If Contractor fails to submit a written change order proposal within such period of time,it shall be presumed that the change described in the City's original proposal request will not result in an increase to the Contract Sum or Contract Time and the change shall be performed by Contractor without additional compensation to Contractor. City's request for itemized change order proposal request does not authorize the Contractor to commence performance of the change. If City desires that the proposed change be performed,the Work shall be authorized according to the Change Order or Construction Change Directive procedures set forth herein. i Page 112 of 177 i 6.08 CONTRACTOR ORIGINATED CHANGE ORDER REQUEST(COR) If the Contractor believes that instructions issued by the City after the effective date of the Contract will result in changes to the Contract Sum or Contract Time or if the Contractor otherwise becomes aware of the need for or desirability of a change in the Work, Contractor may submit a written Change Order Request("COR") to the City in writing, in a format acceptable to City and in accordance with the notice provisions and other requirements of Article 7 below for Claims.The COR must specify the reasons for the proposed change,cost impacts and relevant circumstances and impacts on the Construction Schedule. The document shall be complete in its description of the Work, its material and labor quantities and detail, and must support and justify the costs and credits claimed by the Contractor. A Critical Path Method schedule Fragnet is required to support and justify any additional time of performance requested by the Contractor.The City will not review any COR which is incomplete. The Contractor may request additional compensation and/or time through a COR but not for instances that occurred more than ten(10)calendar days prior to the notice date.Contractor's failure to initiate a COR within this ten-day period or to provide detailed back-up documentation to substantiate the COR within thirty(30)calendar days of the initial written notice shall be deemed a waiver of the right to adjustment of the Contract Sum or the Contract Time for the alleged change. Any COR that is approved by the City shall be incorporated in a Change Order or Construction Change Directive. If the COR is denied but the Contractor believes that it does have merit, the Contractor shall proceed with the disputed Work and may submit a Claim in accordance with the procedures set forth herein. 6.09 ISSUANCE OF WORK DIRECTIVE(UNILATERAL). In the event of a dispute as to whether or not Extra Work is required, City shall have the right to unilaterally issue a Work Directive; Contractor shall continue performance of disputed Work pending resolution and shall maintain and submit to City all accounting and cost data necessary to substantiate Contractor's cost of such disputed Work. [END OF ARTICLE] Page 113 of 177 ARTICLE 7 - CONTRACT PAYMENTS AND CLAIMS 7.01 GENERAL A. Payment will be made at the price for each item listed on the bidding form or as Extra Work as provided in the General Conditions. B. Initial progress payment will not be made prior to approval by the Director of the Schedule of Values, the Construction Progress Schedule, and the Schedule of Submittals. C. No subsequent progress payment will be made prior to receipt by the Director of the monthly revision of the Construction Progress Schedule. 7.02 SCHEDULE OF VALUES FOR PAYMENTS A. Submission Upon City's request,the three(3) lowest bidders shall complete and submit a Preliminary Schedule of Values,within seven (7)calendar days. In addition, Contractor shall complete and furnish within seven (7)calendar days after receiving the Notice of Award of the Construction Contract a Final Schedule of Values giving a complete breakdown of the Contract Sum for each component of the Work. B. Content The Schedule of Values shall be in sufficient detail as the Director may, in its discretion, deem necessary to evaluate progress at any point in the performance of the Work. Unless otherwise specified in the Contract Documents, the Schedule of Values shall include, without limitation, a breakdown of the general categories of Subcontractor work,direct overhead,profit and contingency, and a further breakdown of the general categories of Subcontractor work into separate trade line items of costs for Subcontractor services,labor and material,which is based on actual Subcontractor contract, subcontract, purchase order or vendor prices. If requested by Director, Contractor shall revise the Schedule of Values to allocate sums for Contractor overhead, profit and/or contingency among the individual line items for trade portions of the Work. No amounts shall be reflected in the Schedule of Values or Application for Payment for Extra Work or Deleted Work for which a Change Order has not been executed by Contractor and City or for which a Construction Change Directive has not been issued by City. Amounts that have been mutually agreed to by Change Order or unilaterally determined by City pursuant to a Construction Change Directive shall be segregated from the cost of the base Contract Work and separately listed by line item in the Schedule of Values.The Schedule of Values must be prepared in sufficient detail and supported by sufficient data to substantiate its accuracy as the Director may require. C. Applications for Payment The Schedule of Values, when approved by the Director, shall be used as a basis for Contractor's Applications for Payment and may be considered as fixing a basis for adjustments to the Contract Sum. D. Revisions If, at any time, it is determined that the Schedule of Values does not allocate the Contract Sum in a Page 114 of 177 manner that reasonably and fairly reflects the actual costs anticipated to be progressively incurred by Contractor, it shall be revised and resubmitted for the Director's approval. 7.03 APPLICATIONS FOR PAYMENT A. Marked Schedule of Values Five(5)Days prior to the date set forth in Paragraph 7.03-13 below for the monthly progress payment meeting, Contractor shall submit to Director a copy of the proposed Schedule of Values, marked to show the percentage of completion certified by Contractor for each line item in the Schedule of Values, including any stored materials approved for payment by City pursuant to Paragraph 7.03-D, below and any withholdings from Contractor proposed by Director. B. Monthly Review For the purpose of expediting the progress payment procedure, Contractor shall meet with the Director on or before the twentieth (20th) day of each month to review the Contractor's marked Schedule of Values prepared in accordance with Paragraph 7.03-A,above.The Director shall revise as appropriate and sign the marked Schedule of Values to verify such review. If any item in the marked Schedule of Values submitted for payment is disputed during this review, Contractor agrees to use its best efforts to resolve the disputed items with the Director before submitting its Application for Payment. If the Director and Contractor cannot agree, then the percentage completion shall be established at such percentage as the Director, in good faith,determines is appropriate to the actual progress of the Work. No inaccuracy or error in the Director's good faith estimate shall operate to release Contractor or Surety from any responsibility or liability arising from or related to performance of the Work.The Director shall have the right subsequently to correct any error and dispute any item submitted in Contractor's Application for Payment, regardless of whether an item was identified as disputed in the review process provided for herein. C. Certification Each Application for Payment shall be signed and certified by Contractor under penalty of perjury to City that: 1. the data comprising the Application for Payment is accurate and the Work has progressed to the point indicated; 2. to the best of Contractor's knowledge, information and belief,the Work is in accordance with the Contract Documents; 3. Contractor is entitled to payment in the amount certified; and 4. all sums previously applied for by Contractor on account of Work performed by Subcontractors and that have been paid by City have been paid to the Subcontractors performing such Work, without any retention,withholding or backcharge by Contractor. D. Stored Materials Payments may be made by City, at its discretion, on account of materials or equipment not incorporated into the Work but delivered on the ground at the Site and suitably stored by Contractor or stored off-Site under the control of City.Such payments shall only be considered upon submission by Contractor of satisfactory evidence that it has acquired title to same,that the material or equipment will be utilized in the Work and that the material is satisfactorily stored, protected and insured, and i Page 115 of 177 that such other procedures are in place satisfactory to City to protect City's interests. To be considered for payment, materials or equipment stored off-Site shall, in addition to the above requirements and unless otherwise specifically approved by City in writing, be stored in a bonded warehouse, fully insured, and available to City for inspection. City shall have sole discretion to determine the amount of material and equipment that may be stored on the Site at any given time. 7.04 PROGRESS PAYMENTS A. Conditions to Progress Payments Contractor shall submit its Application for Payment to the Director, using such forms as required by City, once a month on or before the first (1st) Day of the month following the month in which the Work that is the subject of such Application for Payment was performed. Without limitation to any other provisions of the Contract Documents, the following shall be conditions precedent to a proper submission and to the Director approval of each Application for Payment: 1. submission of a Schedule of Values that reflects the percentages of completion either agreed to or determined by Director in accordance with Paragraph 7.03-13, above; 2. submission of the Contractor's certification required by Paragraph 7.03-C, above; 3. submission of conditional releases of stop notice, if any, and bond rights upon progress payment, complying with California Civil Code Section 8132,for all Work performed during the time period covered by the current Application for Payment, signed by Contractor, its Subcontractors of every tier, and all material suppliers to each, and (2) forms of unconditional release of stop notice and bond rights upon progress payment, complying with California Civil Code Section 8134 for all Work performed during the time period covered by the previous Application for Payment, signed by Contractor, its Subcontractors of every tier and all material suppliers to each; 4. compliance by Contractor with its obligation for maintenance of As-Builts as required by the Contract Documents; 5. compliance by Contractor with its obligation for submission of monthly and daily reports as required by the Contract Documents; 6. compliance by Contractor with its obligations for submission of scheduling information and updating of the Construction Schedule as required by Article 4, above and other provisions of the Contract Documents pertaining to preparation or updating of schedule information; 7. submission of certified payroll records as required by the Contract Documents; 8. submission of certifications by Contractor and each Subcontractor as required by applicable collective bargaining agreements certifying that all employee benefit contributions due and owing pursuant to any applicable collective bargaining agreement have been paid in full; and 9. compliance by Contractor with all of its other obligations for submission of documentation or performance of conditions which, by the terms of the Contract Documents,constitute conditions to Contractor's right to receive payment for Work performed. B. Payments by City i Pursuant to California Public Contract Code Section 20104.50, City shall make progress payment of Page 116 of 177 i undisputed sums due within thirty(30) Days after receipt by Director of an undisputed and properly submitted Application for Payment, calculated on the basis of ninety-five percent (95%) of value determined pursuant to Paragraph 7.03-B above of the following: 1. the portion of the Work permanently installed and in place; 2. plus, the value of materials delivered on the ground or in storage as approved by City pursuant to Paragraph 7.03-D, above, 3. less,the aggregate of previous payments, and 4. less, any other withholdings authorized by the Contract Documents. C. Rejection by City Any Application for Payment determined not to be undisputed, proper and suitable for payment shall be returned to Contractor as soon as practicable, but not later than seven (7) Days, after receipt by City accompanied by an written explanation of the reasons why the payment request was rejected. Failure by City or Director to either timely reject an Application for Payment or specify any grounds for rejection shall not constitute a waiver of any rights by City. Applications for Payment that are rejected shall be corrected and resubmitted within seven(7) Days after receipt by Contractor. D. Interest If City fails to make a progress payment to Contractor as required by Paragraph 7.04-B, above, City shall pay interest to Contractor equivalent to the legal rate set forth in subdivision (a) of California Code of Civil Procedure Section 685.010. The number of Days available to City to make payment pursuant to Paragraph 7.04-13, above without incurring interest pursuant to this Paragraph shall be reduced by the number of Days by which City exceeds the seven (7) Day return requirement applicable to City as set forth in Paragraph 7.04-C, above. 7.05 FINAL PAYMENT A. Retention In addition to withholdings permitted by Paragraph 7.09 below, a sum equal to five percent(5%) of all sums otherwise due to Contractor as progress payments shall be withheld by city pursuant to Paragraph 7.04-B from each progress payment("Retention")and retained until such time as it is due as described herein.A higher Retention amount may be approved by the City Council where project is deemed"substantially complex"by City Council.(Note to Staff: Public Contract Code§7201(b)(1), 9203:To qualify for higher retention than 5%, the Council must determine the project to be substantially complex, when the project goes before the City Council to approve the plans and specifications, and authorizes the City Clerk to advertise for bids. The City Council resolution will need to include"findings"(factual statements)that(1)the project is"substantially complex,"and(2) the reasons why it is "substantially complex." The bid documents must also contain the Council findings) B. Conditions to Final Payment Contractor shall submit its Application for Final Payment, using such forms as required by Director, prior to requesting a final inspection of the Work in accordance with Paragraph 3.06 above. Such Application for Final Payment shall be accompanied by all the following: i Page 117 of 177 1. an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Project for which City or City's property or funds might be liable have been paid or otherwise satisfied; 2. Contractor's certification as required by Paragraph 7.03-C, above; 3. consent of surety, if any,to Final Payment; 4. a certificate evidencing that the insurance required by the Contract Documents is in force; 5. Conditional Waiver and Release Upon Final Payment in the form required by California Civil Code Section 8136 executed by Contractor, all Subcontractors of every tier and by all material suppliers of each, covering the final payment period; 6. Unconditional Waiver and Release Upon Progress Payment in the form required by California Civil Code Section 8136 executed by Contractor, all Subcontractors of every tier and by all material suppliers of each,covering the previous payment period; 7. all Record Documents (including, without limitation, complete and accurate As-Built drawings which shall be kept up to date during the performance of the Work); 8. documentation that Contractor has inspected,tested,and adjusted performance if every system or facility of the Work to ensure that overall performance is in compliance with the terms of the Contract Documents; 9. four(4) copies of all warranties from vendors and Subcontractors, operation and maintenance manuals, instructions and related agreements, and equipment certifications and similar documents; 10. certifications by Contractor and each Subcontractor as required by applicable collective bargaining agreements that all employee benefit contributions due and owing pursuant to any applicable collective bargaining agreement have been paid in full; 11. releases of rights and claims relating to patents and trademarks, as required by the Contract Documents; and 12. any other documents or information required by the Contract Documents as a condition of Final Payment or Final Completion. C. Final Payment Pursuant to the Public Contract Code Section 7107,within sixty(60)Days after City issues the Notice of Completion to Contractor,the Final Payment,including Retention,shall be released to Contractor, subject to the City's right to withhold 150%of any disputed amounts. D. Disputed Amounts Pursuant to California Public Contract Code 7107, City may deduct and withhold from the Final Payment due under Paragraph 7.05-C, above, an amount up to 150% of any disputed amounts, including,without limitation,amounts to protect City against any loss caused or threatened as a result of Contractor's failing to fully perform all of those obligations that are required to be fulfilled by Contractor as a condition to Final Completion and Final Payment.Alternatively, City may elect, in its sole discretion, to accept the Work without correction or completion and adjust the Contract Sum Page 118 of 177 pursuant to the Contract Documents. E. Acceptance of Final Payment Acceptance of Final Payment by Contractor shall constitute a waiver of all rights by Contractor against City for recovery of any loss, excepting only those Claims that have been submitted by Contractor in the manner required by the Contract Documents prior to or at the time of the Final Payment. 7.06 MISCELLANEOUS A. Joint Payment City shall have the right, if deemed necessary in its sole discretion, to issue joint checks made payable to Contractor and any Subcontractor(s)of any Tier. The joint check payees shall be solely responsible for the allocation and disbursement of funds included as part of any such joint payment. Endorsement on such check by a payee shall be conclusively presumed to constitute receipt of { payment by such payee. In no event shall any joint check payment be construed to create any contract between City and a Subcontractor of any Tier,any obligation from City to such Subcontractor or any third party rights against City or Director. B. Withholding/Duty to Proceed i The payment, withholding or retention of all or any portion of any payment claimed to be due and owing to Contractor shall not operate in any way to relieve Contractor from its obligations under the Contract Documents. Contractor shall continue diligently to prosecute the Work without reference to the payment, withholding or retention of any payment. The partial payment, withholding or retention by City in good .faith of any disputed portion of a payment, whether ultimately determined to be correctly or incorrectly asserted, shall not constitute a breach by City of the Construction Contract and shall not be grounds for an adjustment of the Contract Sum or Contract Time. C. No Acceptance No payment by City or partial or entire use of the Work by City shall be construed as approval or acceptance of the Work,or any portion thereof. D. Contractor Payment Warranty Submission of an Application for Payment shall constitute a representation and warranty by Contractor that: 1. Title to Work covered by an Application for Payment will pass to City either by incorporation into the construction or upon receipt of payment by Contractor,whichever occurs first;and 2. Work covered by previous Applications for Payment are free and clear of liens, stop notices, claims,security interests or encumbrances imposed by the Contractor or any other person. E. Corrections No inaccuracy or error in any Application for Payment provided by Contractor shall operate to release Contractor from the error, or from losses arising from the Work, or from any obligation imposed by the Contract Documents. City retains the right to subsequently correct any error made in any previously approved Application for Payment, or progress payment issued, by adjustments to Page 119 of 177 subsequent payments. 7.07 PAYMENTS BY CONTRACTOR Contractor shall not include in its Applications for Payment sums on account of any Subcontractor's portion of the Work that it does not intend to pay to such Subcontractor. Upon receipt of payment from City,Contractor shall pay the Subcontractor performing Work on the Project,out of the amount paid to Contractor on account of such Subcontractor's portion of the Work,the amount to which said Subcontractor is entitled in accordance with the terms of its contract with Contractor and applicable laws,including,without limitation,California Public Contract Code Section 7107. Contractor shall remain responsible notwithstanding a withholding by City pursuant to the terms of these Contract Documents, to promptly satisfy from its own funds sums due to all Subcontractors who have performed Work that is included in Contractor's Application for Payment.Contractor shall, by appropriate agreement, require each Subcontractor to make payments to its subcontractors and material suppliers in similar manner. City shall have no obligation to pay or be responsible in any way for payment to a Subcontractor of any tier or material supplier. 7.08 PAYMENTS WITHHELD A. Withholding by City In addition to any other amounts which City may have the right to retain under the Contract Documents, City may withhold a sufficient amount of any payment otherwise due to Contractor as City, in its sole discretion, may deem necessary to cover actual or threatened loss due to any of the following: 1. Third Party Claims. Third-party claims or stop notices filed or reasonable evidence indicating probable filing of such claims or stop notices. City shall promptly inform Contractor of any third party claims related to this Contract; [NOTE: PUBLIC ENTITES ARE REQUIRED TO INCLUDE PROVISIONS IN PUBLIC WORKS CONTRACTS FOR TIMELY NOTIFICATION TO THE CONTRACTOR OF THE RECEIPT OF ANY THIRD PARTY CLAIM RELATED TO THE CONTRACT, PC C§9201(b). 2. Defective Work. Defective Work not remedied; 3. Nonpayment. Failure of Contractor to make proper payments to its Subcontractors for services, labor, materials or equipment; 4. Inability to Complete. Reasonable doubt that the Work can be completed for the then unpaid balance of the Contract Sum or within the Contract Time; 5. Violation of Applicable Laws. Failure of Contractor or its Subcontractors to comply with applicable laws or lawful orders of governmental authorities; 6. Penalty. Any claim or penalty asserted against City by virtue of Contractor's failure to comply with applicable laws or lawful orders of governmental authorities (including, without limitation labor laws); 7. Failure to Meet Contract Time. Any damages which may accrue as a result of Contractor failing to meet the Construction Schedule or failing to perform within the Contract Time; 8. Setoff. Any reason specified elsewhere in the Contract Documents as grounds for a withholding i offset or set off or that would legally entitle City to a set-off or recoupment; Page 120 of 177 9. Consultant Services. Additional professional, consultant or inspection services required due to Contractor's failure to comply with the Contract Documents; 10. Liquidated Damages. Liquidated damages assessed against Contractor; 11. Materials. Materials ordered by City pursuant to the Contract Documents; 12. Damages. Loss caused by Contractor or Subcontractor to City, Separate Contractors or any other person or entity under contract to City; 13. Clean Up. Clean up performed by City and chargeable to Contractor pursuant to the Contract Documents; 14, Employee Benefits. Failure of Contractor to pay contributions due and owing to employee benefits funds pursuant to any applicable collective bargaining agreement or trust agreement; 15. Required Documents. Failure of Contractor to submit on a timely basis, proper and sufficient documentation required by the Contract Documents, including, without limitation, Construction Schedule updates, 'look ahead' schedules, Submittals, Schedules of Values, information on Subcontractors,Change Orders,certifications and other required reports or documentation;and 16. Other Breach. A breach of any obligation or provision of the Contract Documents. B. Release of Withholding If and when City determines, in its sole discretion, that the above grounds for withholding have been removed and that all losses incurred or threatened have been paid,credited or otherwise satisfied,then payment shall be made for amounts withheld because of them. C. Application of Withholding City may apply sums withheld pursuant to Paragraph 7.08-A above, in payment of any loss or threatened loss as City determines, in its sole discretion,to be appropriate. Such payments may be made without a priorjudicial determination of City's actual rights with respect to such loss. Contractor agrees and hereby designates City as its agent for such purposes, and agrees that such payments shall be considered as payments made under Construction Contract by City to Contractor. City shall not be liable to Contractor for such payments made in good faith. City shall submit to Contractor an accounting of such funds disbursed on behalf of Contractor. As an alternative to such payment,city may, in its sole discretion, elect to exercise its right to adjust the Contract Sum as provided in the Contract Documents. D. Continuous Performance Provided City pays the undisputed portion, if any, of funds withheld in good faith, Contractor shall maintain continuous and uninterrupted performance of the Work during the pendency of any disputes or disagreements with City. 7.09 SUBSTITUTION OF SECURITIES A. Public Contract Code Pursuant to the requirements of California Public Contract Code Section 22300, upon Contractor's request, City will make payment to Contractor of any funds withheld from payments to ensure 1f Page 121 of 177 I performance under the Contract Documents if Contractor deposits with City, or in escrow with a California or federally chartered bank in California acceptable to City ("Escrow Agent"), securities eligible for the investment of State Funds under Government Code Section 16430,or bank or savings and loan certificates of deposit, interest-bearing demand deposit accounts,standby letters of credit,or any other security mutually agreed to by the Contractor and the City, upon the following conditions: 1. Contractor shall be the beneficial owner or any securities substituted for monies withheld for the purpose of receiving any interest thereon. 2. All expenses relating to the substitution of securities under Public Contract Code Section 22300 and under this Paragraph 7.04, including, but not limited to City's overhead and administrative expenses,and expenses of Escrow Agent shall be the responsibility of Contractor. 3. Securities or certificates of deposit substituted for monies withheld shall be of a value of at least equivalent to the amounts of retention to be paid to Contractor pursuant to the Contract Documents. 4. If Contractor chooses to deposit securities in lieu of monies withheld with an Escrow Agent, Contractor,City and Escrow Agent shall, as a prerequisite to such deposit,enter into an escrow agreement, using the City's form, "Escrow Agreement for Deposit of Securities in Lieu of Retention." 5. Contactor shall obtain the written consent of Surety to such agreement. 6. Securities, if any, shall be returned to Contractor only upon satisfactory Final Completion of the Work. B. Substitute Security To minimize the expense caused by such substitution of securities, Contractor shall, prior to or at the time Contractor requests to substitute security,deposit sufficient security to cover the entire amount to be withheld. Should the current market value of such substituted security fall below the amount for which it was substituted, or any other amounts which the City withholds pursuant to the Contract Documents, Contractor shall immediately and at Contractor's expense and at no cost to City deposit additional security qualifying under Public Contract Code Section 22300 until the current market value of the total security deposited is no less than the amount subject to withholding under the Contract Documents. Securities shall be valued as often as conditions of the securities market warrant, but in no case less frequently than once per month. C. Deposit of Retentions Alternatively, subject to the conditions set forth in Paragraph 7.04-A above, upon request of Contractor, City shall make payment of retentions directly to Escrow Agent at the expense of Contractor, provided that Contractor, City and Escrow Agent shall, as a prerequisite such payment, enter into an escrow agreement in the same form as prescribed in Part 4 of Paragraph A,above. At the expense of Contractor and at no cost to City, Contractor may direct the investment of the payments into securities and interest bearing accounts, and Contractor shall receive the interest earned on the investments. Escrow Agent shall hold such direct payments by City under the same terms provided herein for securities deposited by Contractor. Upon satisfactory Final Completion of the Work, Contractor shall receive from Escrow Agent all securities, interest and payments received by Escrow Agent from City, less escrow fees and charges of the Escrow Account, according to the terms of Public Contract Code Section 22300 and the Contract Documents. Page 122 of 177 D. Time for Election of Substitution of Securities Notwithstanding the provision of 7.04 A, B, and C above and California Public Contract Code Section 22300,the failure of Contractor to request the Substitution of eligible securities for monies to be withheld by City within ten(10)days of the award of Contract to Contractor shall be deemed to be a waiver of all such rights. 7.10 CLAIMS A. Arising of Claim. 1. Scope Change. When Contractor has a claim for an increase in the Contract Sum or Contract Time due to a scope change which has not yet become final, a"claim"will be deemed to arise once the Director has issued a decision denying, in whole or in part, the Contractor's Change Order Request. 2. Other Claims. In the case of a Claim by Contractor that does not involve an adjustment to the Contract Sum or Contract Time due to a scope change and which has not become final, the Claim may be asserted if, and only if, Contractor gives written notice to City of intent to file the Claim within three (3) days of the date of discovery relative to such circumstances (even if Contractor has not yet been damaged or delayed). Such written notice of intent to file a Claim shall be valid if, and only if, it identifies the event or condition giving rise to the Claim, states its probable effect, if any with respect to Contractor's entitlement to an adjustment of the Contract Sum or Contract Time and complies with the requirements of Paragraph 7.11-13, below. For purposes of this Paragraph 7.11,a Claim for which such written notice is required and has been given by Contractor shall be deemed to arise on the date that such written notice is received by City. i B. Content of Claim I A Claim by Contractor must include all of the following: 1 1. A statement that it is a Claim and a request for a decision on the Claim; 2. A detailed description of the act, error, omission, unforeseen condition, event or other circumstance giving rise to the Claim. I 3. If the Claim involves an adjustment to the Contract Sum or Contract Time due to a change in scope, a statement demonstrating that all requisite notices were provided, including, without limitation, timely written notice and a Change Order Request as required by Article 6 of these General Conditions and timely notice of delay and request for extension of time in accordance with Article 3. If the Claim does not involve an adjustment to the Contract Sum or Contract Time due to a change in scope,a statement demonstrating that a notice of intent to file the Claim was timely submitted as required by Paragraph 7.10-A.2, above; 4. A detailed justification for any remedy or relief sought by the Claim including without limitation, a detailed cost breakdown in the form' required for submittal of Change Order Requests and actual job cost records demonstrating that the costs have been incurred; 5. If the Claim involves a request for adjustment of the Contract Time, written documentation demonstrating that Contractor has complied with the requirements of the Contract Documents i Page 123 of 177 and written substantiation (including,without limitation, a Time Impact Analysis)demonstrating that Contractor is entitled to an extension of time under the Contract Documents; and 6. A written certification signed by a managing officer of Contractor's organization, who has the authority to sign contracts and purchase orders on behalf of Contractor and who has personally investigated and confirmed the truth and accuracy of the matters set forth in such certification, in the'following form: "I hereby certify under penalty of perjury that I am a managing officer of(Contractor's name)and that I have reviewed the Claim presented herewith on Contractor's behalf and/or on behalf of (Subcontractor's name)and that,to the best of my knowledge after conducting a diligent inquiry into the facts of the Claim, the following statements are true and correct: The facts alleged in or that form the basis for the Claim are, to the best of my knowledge following diligent inquiry,true and accurate; and, (a) I do not know of any facts or circumstances, not alleged in the Claim, that by reason of their not being alleged render any fact or statement alleged in the Claim materially misleading; and, (b) I have,with respect to any request for money or damages alleged in or that forms the basis for the Claim, reviewed the job cost records(including those maintained by Contractor and by any Subcontractor, of any tier, that is asserting all or any portion of the Claim) and confirmed with reasonable certainty that the losses or damages suffered by Contractor and/or such Subcontractor were in fact suffered in the amounts and for the reasons alleged in the Claim; and, (c) I have, with respect to any request for extension of time or claim of delay, disruption, hindrance or interference alleged in or that forms the basis for the Claim, reviewed the job schedules(including those maintained by Contractor and the Subcontractor,of any tier,that is asserting all or any portion of the Claim)and confirmed on an event-by-event basis that the delays or disruption suffered by Contractor and/or such Subcontractor were in fact experienced for the durations, in the manner, and with the consequent effects on the time and/or sequence of performance of the Work, as alleged in the Claim; and, (d) I have not received payment from City for, nor has Contractor previously released City from, any portion of the Claim." Signature: Date: Name: Title: Company C. Noncompliance Failure to submit any of the information,documentation or certifications required by Paragraph 7.10- B, above,shall result in the Claim being returned to Contractor without any decision. Page 124 of 177 D. Submission of Claims 1. Director. Claims shall be first submitted to the City for decision by the Director. 2. Continuous Work. Notwithstanding the making of any Claim or the existence of any dispute regarding any Claim, unless otherwise directed by City, Contractor shall not delay,slow or stop performance of the Work, but shall diligently proceed with performance in accordance with the Contract Documents and City will continue, to make undisputed payments as by the Contract Documents. 3. Time for Filing. All Claims and supporting documentation and certifications must be filed within thirty(30)days after the Claim arises. No Claims shall be filed after Final Payment. 4. Conditions Precedent. No Claim may be asserted unless Contractor has strictly complied with the requirements of this Paragraph 7.10-D, which shall be considered conditions precedent to Contractor's right to assert the Claim and to initiate the Dispute Resolution Process with respect to such Claim. E. Response to Claims, Meet and Confer 1. Claims less than $50,000. Claims less than $50,000 shall be responded to by City in writing within forty-five(45)days of receipt of the Claim, unless City requests additional information or documentation of the Claim within thirty (30) days of receipt of the Claim, in which case City shall respond to the Claim within fifteen (15) days after receipt of the further information or documentation or within a period of time no greater than that taken by Contractor in producing the additional information or documentation,whichever is greater. 2. Claims$50,000 or more. Claims$50,000 or more shall be responded to by City in writing within (60)days of receipt of the Claim, unless City requests additional information or documentation of the Claim within thirty (30) days of receipt of the Claim, in which case City shall respond to the Claim within thirty(30)days after receipt of the further information or documentation or within a period of time no greater than that taken by Contractor in producing the additional information or documentation,whichever is greater. 3. Meet and Confer. If Contractor disputes City's response, or if City fails to respond within the prescribed time set forth in Paragraph 7.10-E.1 and 710-E.2, above, Contractor may so notify City, in writing, within fifteen (15) days of City's response, or within fifteen (15) days of City's response due date in the event of a failure to respond, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon such demand, City shall schedule a meet and confer conference within thirty (30) days of such demand, for discussion of settlement of the dispute. F. Finality of Decision If Contractor disputes the Director's decision under this Article, it shall commence the Dispute Resolution Process as set forth in Article 15 of these General Conditions by filing a Statement of Dispute within seven (7)days after receipt of the Director's response. G. Continuing Contract Performance/Duty to Proceed with Disputed Work Contractor shall not delay or postpone any Work pending resolution of any claims, disputes or disagreements. Pending final resolution of a claim, the Contactor shall proceed diligently with i Page 125 of 177 performance of the Contract and the City shall continue to make payments for undisputed Work in accordance with the Contract Documents. In the event of disputed Work, City shall have the right to unilaterally issue a Work Directive and Contractor shall continue performance pending resolution of the dispute and shall maintain the accounting and cost data to substantiate the cost of such disputed work. [END OF ARTICLE] Page 126 of 177 ARTICLE 8 - MATERIALS AND EQUIPMENT 8.01 GENERAL A. The Contractor shall furnish all materials and equipment needed to complete the Work and installations required under the terms of this Contract, except those materials and equipment specified to be furnished by the City. B. The Contractor shall submit satisfactory evidence that the materials and equipment to be furnished and used in the work are in compliance with the Specifications. Materials and equipment incorporated in the Work and not specifically covered in the Specifications shall be the best of their kind. Unless otherwise specified,all materials and equipment incorporated in the Work under the Contract shall be new. 8.02 QUALITY AND WORKMANSHIP All material and equipment furnished by the Contractor shall be new, high grade, and free from defects and imperfections, unless otherwise hereinafter specified. Workmanship shall be in accordance with the best standard practices. All materials and equipment must be of the specified quality and equal to approved samples, if samples have been required. All Work shall be done and completed in a thorough, workmanlike manner, notwithstanding any omission from the Specifications or Drawings, and it shall be the duty of the Contractor to call attention to apparent errors or omissions and request instructions before proceeding with the Work. The Director may,by appropriate instructions,correct errors and supply omissions,which instructions shall be binding upon the Contractor as though contained in the original Specifications or Drawings. All Work performed under the Specifications will be inspected by the Director as provided in Paragraph 8.04. All materials and equipment furnished and all Work done must be satisfactory to the Director.Work,material,or equipment not in accordance with the Specifications, in the opinion of the Director shall be made to conform thereto. Unsatisfactory materials and equipment will be rejected, and if so ordered by the Director, shall, at the Contractor's expense, be immediately removed from the vicinity of the Work. 8.03 TRADE NAMES AND"OR APPROVED EQUAL" PROVISION Whenever in the Specifications or Drawings the name or brand of a manufactured article is used it is intended to indicate a measure of quality and utility or a standard. Except in those instances where the product is designated to match others in use on a particular improvement either completed or in the course of completion, the Contractor may substitute any other brand or manufacture of equal appearance, quality, and utility on approval of the Director, provided the use of such brand or manufacture involves no additional cost to the City. 8.04 APPROVAL OF MATERIALS A. The Contractor shall furnish without additional cost to the City such quantities of construction materials as may be required by the Director for test purposes. He/she shall place at the Director's disposal all available facilities for and cooperate with him in the sampling and testing of all materials and workmanship. The Contractor shall prepay all shipping charges on samples. No samples are to be submitted with the bids unless otherwise specified. B. Each sample submitted shall be labeled. A letter, in duplicate, submitting each shipment of samples shall be mailed to the Director by the Contractor. Both the label on the sample and the letter of transmittal shall indicate the material represented, its place of origin, the names of the producer and the Contractor, the Specifications number and title, and a reference to the applicable Drawings and Specifications paragraphs. Page 127 of 177 C. Materials or equipment of which samples are required shall not be used on the Work until approval has been given by the Director in writing.Approval of any sample shall be only for the characteristics of the uses named in such approval and no other. No approval of a sample shall be taken in itself to change or modify any Contract requirement. D. Failure of any material to pass the specified tests, including life cycle maintenance data may be sufficient cause for refusal to consider under this Contract, any further sample of the same brand or make of that material. 8.05 ORDERING MATERIALS AND EQUIPMENT One copy of each of the Contractor's purchase orders for materials and equipment forming a portion of the Work must be furnished to the Director, if requested, Each such purchase order shall contain a statement that the materials and equipment included in the order are subject to inspection by the City. Materials and equipment purchased locally will,at the City's discretion, be inspected at the point of manufacture or supply, and materials and equipment supplied from points outside the Los Angeles area will be inspected upon arrival at the job,except when other inspection requirements are provided for specific materials in other sections of the Contract Documents. 8.06 AUTHORITY OF THE DIRECTOR A. On all questions concerning the acceptability of materials or machinery,the classification of materials, the execution of the Work,and conflicting interests of Contractors performing related work,the decision of the Director shall be final and binding. B. The Director will make periodic observations of materials and completed work to observe their compliance with Drawings, Specifications, and design and planning concepts, but he/she is not responsible for the superintendence of construction processes,site conditions,operations,equipment, personnel,or the maintenance of a safe place to work or any safety in,on,or about the site of work. 8.07 INSPECTION All materials furnished and work done under this Contract will be subject to rigid inspection.The Contractor shall furnish,without extra charge,the necessary test pieces and samples, including facilities and labor for obtaining them, as requested by the Director. The Director, or his/her authorized agent or agents, at all times shall have access to all parts of the shop and the works where such materials under his/her inspection is being manufactured or the work performed. Work or material that does not conform to the Specifications, although accepted through oversight,may be rejected at any stage of the Work. Whenever the Contractor is permitted or directed to do night work or to vary the period during which work is carried on each day, he/she shall give the Director due notice, so that inspection may be provided. Such work shall be done under regulations to be furnished in writing by the Director. 8.08 INFRINGEMENT OF PATENTS The Contractor shall hold and save the City, its officers, agents, servants, and employees harmless from and against all and every demand or demands, of any nature or kind, for or on account of the use of any patented invention, process, equipment, article, or appliance employed in the execution of the Work or included in the materials or supplies agreed to be furnished under this Contract, and should the Contractor, his/her agents, servants,or employees,or any of them,be enjoined from furnishing or using any invention,process,equipment, article, materials, supplies or appliance supplied or required to be supplied or used under this Contract, the Contractor shall promptly substitute other inventions, processes, equipment, articles, materials, supplies, or appliances in lieu thereof, of equal efficiency, quality,finish, suitability, and market value, and satisfactory in all I Page 128 of 177 i respects to the Director. Or in the event that the Director elects, in lieu of such substitution, to have, supplied, and to retain and use,any such invention,process,equipment,article,materials,supplies,or appliances,as may by this Contract be required to be supplied and used, in that event the Contractor shall at his/her expense pay such royalties and secure such valid licenses as may be requisite and necessary to enable the City, its officers, agents, servants, and employees,or any of them,to use such invention, process,equipment, article, materials, supplies, or appliances without being disturbed or in way interfered with by any proceeding in law or equity on account thereof.Should the Contractor neglect or refuse promptly to make the substitution hereinbefore required, or to pay such royalties and secure such licenses as may be necessary and requisite for the purpose aforesaid, then in that event the Director shall have the right to make such substitution,or the City may pay such royalties and secure such licenses and charge the cost thereof against any money due the Contractor from the City, or recover the amount thereof from him/her and his/her surety, notwithstanding final payment under this Contract may have been made. [END OF ARTICLE] i f I 3 r I i i I i j Page 129 of 177 i ARTICLE 9 — SUBMITTALS 9.01 GENERAL A. The Contractor shall submit samples,drawings,and data for the Director's approval which demonstrate fully that the construction, and the materials and equipment to be furnished will comply with the provisions and intent of the Drawings and Specifications. B. Specific items to be covered by the submittals shall include, as a minimum,the following: 1. For structures, submit all shop, setting, equipment, miscellaneous iron and reinforcement drawings and schedules necessary. 2. For conduits, submit a detailed layout of the conduit with details of bends and fabricated specials and furnish any other details necessary. Show location of shop and field welds. 3. For equipment which requires electrical service, submit detailed information to show power supply requirements, wiring diagrams, control and protection schematics, shop test data, operation and maintenance procedures, outline drawings, and manufacturer's recommendation of the interface/interlock among the equipment. 4. For mechanical equipment submit all data pertinent to the installation and maintenance of the equipment including shop drawings, manufacturer's recommended installation procedure,detailed installation drawings,test data and curves, maintenance manuals, and other details necessary. 5. Samples 6. Colors 7. Substitutions k 8. Manuals 9. As-built drawings i 10. Safety plans required by Article 10 9.02 PRODUCT HANDLING A. Submittals shall be accompanied by a letter of transmittal and shall be in strict accordance with the provisions of this Article. i i B. Submit priority of processing when appropriate. { j 9.03 SCHEDULE OF SUBMITTALS i A. The Contractor shall prepare and submit a schedule of submittals. The schedule of submittals shall be i in the form of a submittal log. Refer to Paragraph 9.12. i i i 3 Page 130 of 177 i 9.04 SHOP DRAWINGS A. All shop drawings shall be produced to a scale sufficiently large to show all pertinent features of the item and its method of connection to the Work. B. All shop drawing prints shall be made in blue or black line on white background. Reproductions of City/Contract Drawings are not acceptable. C. The overall dimensions of each drawing submitted to the Director shall be equal to one of the City's standard sheet sizes as listed below. The title block shall be located in the lower right hand corner of each drawing and shall be clear of all line Work,dimensions,details,and notes. Sheet Sizes Height X Width 11"X 81/2" 11"X 17" 24"X 36" 30"X 42" 9.05 COLORS Unless the precise color and pattern are specified elsewhere,submit accurate color charts and pattern charts to the Director for his/her review and selection whenever a choice of color or pattern is available in a specified product. Label each chart naming the source,the proposed location of use on the project,and the project. 9.06 MANUFACTURERS' LITERATURE Where contents of submitted literature from manufacturers includes data not pertinent to the submittal, clearly show which portions of the contents are being submitted for review. 9.07 SUBSTITUTIONS A. The Contract is based on the materials,equipment,and methods described in the Contract Documents. Any Contractor proposed substitutions are subject to the Director's approval. The Director will consider proposals for substitution of materials, equipment, and methods only when such proposals are accompanied by full and complete technical data, and all other information, including life cycle maintenance data, required by the Director to evaluate the proposed substitution. B. Any requests for substitutions by the Contractor must be made within forty-five(45)calendar days from the Issuance Date on the Notice to Proceed. Otherwise,such requests will not be considered. C. Trade names and "or approved equal"provision as set forth in Paragraph 8.03. 9.08 MANUALS A. When manuals are required to be submitted covering items included in this Work, prepare and submit such manuals in approximately 8-1/2" X 11" format in durable plastic binders. In addition, manuals shall be submitted in electronic format. Manuals shall contain at least the following: 1. Identification on,or readable through,the front cover stating general nature of the manual. i 2. Neatly typewritten index near the front of the manual,furnishing immediate information as to i j Page 131 of 177 i i location in the manual of all emergency data regarding the installation. 3. Complete instructions regarding operation and maintenance of all equipment involved. 4. Complete nomenclature of all replaceable parts,their part numbers, current cost, and name and address of nearest vendor of parts. 5. Copy of all guarantees and warranties issued. 6. Copy of drawings with all data concerning changes made during construction. B. Where contents of manuals include manufacturers' catalog pages, clearly indicate the precise items included in this installation and delete,or otherwise clearly indicate, all manufacturers'data with which this installation is not concerned. 9.09 AS-BUILT DRAWINGS A. When required to be submitted covering items included in this Work,the Contractor shall deliver to the City one complete set of final As-Built hard copy drawings together with a set of AutoCAD drawing files in electronic format showing completed building, "as-built"for City records before the Contract will be accepted by the City. B. The drawings shall be duplicates and at the same size and dimensional scale as the originals. They shall be on a polyester translucent base material with a minimum sheet thickness of.003 inch(.08mm). C. The legibility and contrast of each drawing submitted to the City shall be such that every line, number, letter,and character is clearly readable in a full size blow back from a 35 mm microfilm negative of the drawing. 9.10 SUBMITTALS QUANTITIES A. Submit seven(7)copies of all data and drawings unless specified otherwise. B. Submit all samples, unless specified otherwise, in the quantity to be returned, plus two, which will be retained by the Director. 9.11 IDENTIFICATION OF SUBMITTALS Completely identify each submittal and re-submittal by showing at least the following information: A. Name and address of submitter, plus name and telephone number of the individual who may be contacted for further information. B. Name of project as it appears in the Contract Documents and Specification No. C. Drawing number and Specifications section number other than this section to which the submittal applies. D. Whether this is an original submittal or re-submittal. E. For samples, indicate the source of the sample. i Page 132 of 177 i 9.12 SCHEDULE OF SUBMITTALS A. Submit initial schedule of submittals within five(5)Working Days after the Issuance Date on Notice to Proceed. B. Submit revised schedule of submittals within five (5) Working Days after date of request from the Director. C. The Director will review schedule of submittals and will notify Contractor that schedule is acceptable or not acceptable within five(5)Working Days after receipt. 9.13 COORDINATION OF SUBMITTALS A. Prior to submittal for the Director's review, use all means necessary to fully coordinate all material, including the following procedures; 1. Determine and verify all field dimensions and conditions, materials, catalog numbers, and similar data. 2. Coordinate as required with all trades and with all public agencies involved. 3. Secure all necessary approvals from public agencies and others and signify by stamp, or other means,that they have been secured. 4. Clearly indicate all deviations from the Specifications. B. Unless otherwise specifically permitted by the Director, make all submittals in groups containing all associated items;the Director may reject partial submittals as not complying with the provisions of the Specifications. 9.14 TIMING FOR SUBMITTALS A. Make all submittals far enough in advance of scheduled dates of installation to provide all required time for reviews, for securing necessary approvals, for possible revision and re-submittal, and for placing orders and securing delivery. B. In scheduling,allow at least 15 Working Days for the Director's review,plus the transit time to and from the City office. C. Manuals shall be submitted prior to performing functional tests. 9.15 APPROVAL BY CITY A. Up to three (3) copies of each submittal, except manuals, schedule of costs for progress payments, and as-built drawings will be returned to the Contractor marked "No Exceptions Taken," "Make Corrections Noted-Do Not Resubmit,"or"Make Corrections Noted-Resubmit."Manuals,schedule of costs,and as-built drawings will be returned for re-submittal if incomplete or unacceptable. B. Submittals marked"Approved as Noted"need not be resubmitted, but the notes shall be followed. C. If submittal is returned for correction, it will be marked to indicate what is unsatisfactory. D. Resubmit revised drawings or data as indicated, in five(5)copies. Page 133 of 177 E. Approval of each submittal by the Director will be general only and shall not be construed as: 1. Permitting any departures from the Specifications requirements. 2. Relieving the Contractor of the responsibility for any errors and omissions in details,dimensions, or of other nature that may exist. 3. Approving departures from additional details or instructions previously furnished by the Director. 9.16 CHANGES TO APPROVED SUBMITTALS A. A re-submittal is required for any proposed change to an approved submittal. Changes which require re-submittal include, but are not necessarily limited to, drawing revisions, changes in materials and equipment, installation procedures and test data.All re-submittals shall include an explanation of the necessity for the change. B. Minor corrections to an approved submittal may be accomplished by submitting a"Corrected Copy". [END OF ARTICLE] Page 134 of 177 ARTICLE 10 — SAFETY 10.01 PROTECTION OF PERSONS AND PROPERTY A. Contractor's Responsibility: Notwithstanding any other provision of the Contract Documents, the Contractor shall be solely and completely responsible for conditions of the job site, including safety of all persons and property,during performance of the Work.This requirement will apply continuously and will not be limited to normal working hours.Safety and sanitary provisions shall conform to all applicable Federal, State, County, and local laws, regulations, ordinances, standards, and codes. Where any of these are in conflict,the more stringent requirement shall be followed. B. Sanitary Facilities. The Contractor shall furnish and maintain sanitary facilities by the worksites for the entire construction period. C. Protection of the Public. The Contractor shall take such steps and precautions as his/her operations warrant to protect the public from danger, loss of life,loss of property or interruption of public services. Unforeseen conditions may arise which will require that immediate provisions be made to protect the public from danger or loss, or damage to life and property, due directly or indirectly to prosecution of work under this contract. Whenever, in the opinion of the Director, a condition exists which the Contractor has not taken sufficient precaution of public safety,protection of utilities and/or protection of adjacent structures or property, the Director will order the Contractor to provide a remedy for the condition. If the Contractor fails to act on the situation within a reasonable time period as determined by the Director,or in the event of an emergency situation,the Director may provide suitable protection by causing such work to be done and material to be furnished as, in the opinion of the Director, may seem reasonable and necessary. The cost and expense of all repairs(including labor and materials) as are deemed necessary, shall be borne by the Contractor. All expenses incurred by the City for emergency repairs will be deducted from the final payment due to the Contractor. 10.02 PROTECTION FROM HAZARDS A. Trench Excavation Excavation for any trench four(4)feet or more in depth shall not begin until the Contractor has received approval from the Director of the Contractors detailed plan for worker protection from the hazards of caving ground during the excavation of such trench. Such plan shall show the details of the design of shoring, bracing,sloping or other provisions to be made for worker protection during such excavation. No such plan shall allow the use of shoring,sloping or protective system less effective than that required by the Construction Safety Orders of the Division of Occupational Safety and Health, and if such plan varies from the shoring system standards established by the Construction Safety Orders,the plan shall be prepared and signed by an engineer who is registered as a Civil or Structural Director in the State of California. B. Confined Spaces Contractor shall comply with all of the provisions of General Industry Safety Orders of the California Code of Regulations. Entry of a confined space shall not be allowed until the Contractor has received approval from the Director of the Contractor's program for confined space entry. Confined space means a space that (1) Is large enough and so configured that an employee can bodily enter and perform assigned Work; and (2) Has limited or restricted means for entry or exit(for example, tanks, vessels, silos,storage bins,hoppers,vaults,and pits are spaces that may have limited means of entry);and(3) Is not designed for continuous employee occupancy. Failure to submit a confined space entry program may result in actions as provided in Article 5:"Suspension or Termination of Contract." Page 135 of 177 i i C. Material Safety Data Sheet Contractor shall comply with all of the provisions of General Industry Safety Orders of the California Administrative Code. The Contractor shall submit to the Director a Material Safety Data Sheet(MSDS) for each hazardous substance proposed to be used,ten(10)days prior to the delivery of such materials to the job site or use of such materials at a manufacturing plant where the Director is to perform an inspection. For materials which are to be tested in City laboratories,the MSDS shall be submitted with the sample(s). Hazardous substance is defined as any substance included in the list(Director's List) of hazardous substances prepared by the Director, California Department of Industrial Relations, pursuant to Labor Code Section 6382. Failure to submit an MSDS for any hazardous substance may result in actions as provided in Article 5,"Suspension or Termination of Contract 10.03 DIFFERING SITE CONDITIONS A. Differing Site Conditions Defined. The Contractor shall promptly, and before such conditions are disturbed, notify the Director in writing of any Differing Site Conditions. Differing Site Conditions are those conditions,located at the project site or in existing improvements and not otherwise ascertainable by Contractor through the exercise of due diligence in the performance of its inspection obligations in the Contract Documents, encountered by Contractor in digging trenches or other excavations(s) that extend deeper than four feet below the surface of the ground that constitute: 1. Material that the Contractor believes may be material that is hazardous waste as defined in Section 25117 of the Health and Safety Code, which is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law. 2. Subsurface or latent physical conditions at the site differing materially from those indicated in these Contract Documents. 3. Unknown physical conditions at the site, of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in Work of the character provided for in these Contract Documents, B. Notice by Contractor. If the Contractor encounters conditions it believes constitute Differing Site Conditions, then notice of such conditions shall, before such conditions are disturbed, be promptly reported to the Director followed within twenty-four (24) hours by a further written notice stating a detailed description of the conditions encountered. C. The Director will promptly investigate the conditions and If he/she finds that such conditions do materially differ, or do involve hazardous waste, and do cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work under this Contract, an equitable adjustment will be made,as determined by the Director. D. Change Order Request. If Contractor intends to seek an adjustment to the Contract Sum or Contract Time based upon Differing Site Conditions,it must,within ten(10)Days afterthe Discovery Date relative to such conditions,submit a Change Order Request setting forth a detailed cost breakdown and Time Impact Analysis, in the form required by Article 6 of these General Conditions, of the additional Allowable Costs and Excusable Delay resulting from such Differing Site Conditions. E. Failure to Comply. Failure by Contractor to strictly comply with the requirements of this Paragraph 10.03 concerning the timing and content of any notice of Differing Site Conditions or request for adjustment in Contract Sum or Contract Time based on Differing Site Conditions shall be deemed waiver of any right by the Contractor for an adjustment in the Contract Sum or Contract Time by reason Page 136 of 177 i of such conditions. F. Final Completion. No claim by the Contractor for additional compensation for Differing Site Conditions shall be allowed if asserted after Final Payment. G. In the event of disagreement between the Contractor and the Director whether the conditions do materially differ or whether a hazardous waste is involved or whether the conditions cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any completion date required by the Contract, but shall proceed with all Work to be performed under the Contract Documents. H. The Contractor shall retain all rights provided by, and shall be subject to all requirements of, this Contract which pertain to the resolution of disputes and protests. I. Contractor Responsibility. Except as otherwise provided in this Paragraph 10.03 for Differing Site Conditions, Contractor agrees to solely bear the risk of additional cost and Delay due to concealed or unknown conditions,surface or subsurface,at the Site or in Existing Improvements,without adjustment to the Contract Sum or Contract Time. 10.04 TRAFFIC REGULATION A. During the performance of the Work the Contractor shall erect and maintain necessary temporary fences, bridges, railings, lights,signals, barriers,or other safeguards as shall be appropriate under the circumstance in his/her judgment for the prevention of accidents; and he/she shall take other precautions as necessary for public safety including, but not limited to, traffic control. Traffic control shall be conducted in accordance with the latest edition of the Work Area Traffic Control ("WATCH") handbook, published by BNi Books, and as directed and approved by the City Traffic and Transportation Administrator. B. Contractor shall submit at least ten(10)Working Days prior to Work a detailed traffic control plan,that is approved by all agencies having jurisdiction and that conforms to all requirements of the Specifications. t C. No changes or deviations from the approved detailed traffic control plan shall be made, except temporary changes in emergency situations, without prior approval of the City Traffic and Transportation Administrator and all agencies having jurisdiction. i Contractor shall immediately notify the Director, the City Traffic and Transportation Administrator and i the agencies having jurisdiction of occurrences that necessitate modification of the approved traffic control plan. D. Contractor's failure to comply with this provision may result in actions as provided in Article 5: "Suspension or Termination of Contract"of these General Conditions. j10.05 TRAFFIC CONTROL DEVICES j A. Traffic signs, flashing lights, barricades and other traffic safety devices used to control traffic shall conform to the requirements of the WATCH handbook or the manual of traffic control, whichever is j more stringent,and as approved by the City Traffic and Transportation Administrator. i 1. Portable signals shall not be used unless permission is given in writing by the agency having jurisdiction. i Page 137 of 177 i I 2. Warning signs used for nighttime conditions shall be reflectorized or illuminated. "Reflectorized signs" shall have a reflectorized background and shall conform to the current State of California Department of Transportation specification for reflective sheeting on highway signs, B. If the Contractor fails to provide and install any of the signs or traffic control devices required herby or ordered by the City staff, staff may cause such signs or traffic control devices to be placed by others, charge the costs therefore against the Contractor, and deduct the same from the next progress payment. 10.06 EXECUTION A. The Contractor shall provide written notification to the Police Department, Traffic Bureau (323) at least two (2) weeks prior to the beginning of construction at any particular location. Notification will include the specific location, project dates,what lanes of the roadway will be closed and when. Also the construction project manager's name and business phone number and the construction inspector's name and business phone number. B. The Contractor shall notify, by telephone, the Police Department, (323) at the completion of any posting of temporary no parking signs. Notification will include the times,dates and locations of the posting. When vehicles must be towed for violation of temporary no parking signs,the person who actually posted the signs,or on-view supervisor of that posting,will be present to answer pertinent questions that may be asked by the parking enforcement officer or police officer towing the vehicles. C. The Contractor shall notify the Vernon Fire Department, on a daily basis during the entire period that construction is in progress whenever roadways are reduced in width or blocked. Notification shall be made to the Fire Dispatch(323) and the Contractor shall provide the information required to identify which roadways would have accessibility problems due to his/her operations. The Contractor shall submit to Fire Department schedule of Work for their use and files. D. Roads subject to interference from the Work covered by this Contract shall be kept open, and the fences subject to interference shall be kept up by the Contractor until the Work is finished. Except where public roads have been approved for closure, traffic shall be permitted to pass through designated traffic lanes with as little inconvenience and delay as possible. E. Where alternating one-way traffic has been authorized, the maximum time that traffic will be delayed shall be posted at each end of the one-way traffic section. The maximum delay time shall be approved by the agency having jurisdiction. F. Contractor shall install temporary traffic markings where required to direct the flow of traffic and shall maintain the traffic markings for the duration of need. Contractor shall remove the markings by abrasive blasting when no longer required. G. Convenient access to driveways and buildings in the vicinity of Work shall be maintained as much as possible. Temporary approaches to, and crossing of, intersecting traffic lanes shall be provided and kept in good condition. H. When leaving a Work area and entering a roadway carrying public traffic,the Contractor's equipment, whether empty or loaded,shall in all cases yield to public traffic. ' Page 138 of 177 10.07 FLAGGING A. Contractor shall provide flaggers to control traffic where required by the approved traffic control plan. 1. Flaggers shall perform their duties and shall be provided with the necessary equipment in accordance with the current "Instructions to Flaggers" of the California Department of Transportation. 2. Flaggers shall be employed full time on traffic control and shall have no other duties. 10.08 PEDESTRIAN CANOPIES OR BARRICADE IMPROVEMENTS Refer to City of Vernon for requirements for building or access road safety improvements that the Contractor shall construct during construction period. These devices or improvements, as the City deems necessary or prudent,shall be at the expense of the Contractor. [END OF ARTICLE] i i i 2 a i i i I i 1 i Page 139 of 177 i ARTICLE 11 - INDEMNITY 11.01 INDEMNITY To the maximum extent permitted by law,the Contractor shall fully indemnify,hold harmless,protect,and defend the City, its officers,employees,agents, representatives and their successors and assigns("Indemnitees")from and against any and all demands, liability, loss, suit, claim, action, cause of action, damage, cost, judgment, settlement, decree, arbitration award, stop notice, penalty, loss of revenue, and expense(including any fees of accountants,attorneys,experts or other professionals,and costs of investigation,mediation,arbitration,litigation and appeal),in law or in equity,of every kind and nature whatsoever,arising out of or in connection with,resulting from or related to,or claimed to be arising out of the Work performed by Contractor,or any of its officers,agents, employees, Subcontractors,Sub-Subcontractors,design consultants or any person for whose acts any of them may be liable, regardless of whether such claim,suit or demand is caused, or alleged to be caused, in part, by I an Indemnitee, including but not limited to: A. Bodily injury,emotional injury,sickness or disease,or death to any persons; i B. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or City arising out of Contractor's Work,for which the Contractor is responsible; i C. Stop notices and claims for labor performed or materials used or furnished to be used in the Work, including all incidental or consequential damages resulting to City from such stop notices and claims; D. Failure of Contractor or its Subcontractors to comply with the provisions for insurance; i E. Failure to comply with any Governmental Approval or similar authorization or order; f F. Misrepresentation, misstatement,or omission with respect to any statement made in or any document furnished by the Contractor in connection therewith; G. Breach of any duty,obligation,or requirement under the Contract Documents; I 3 H. Failure to provide notice to any Party as required under the Contract Documents; i I. Failure to protect the property of any utility provider or adjacent property owner;or 1 j J. Failure to make payment of all employee benefits. i This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Indemnitees, except that,to the limited extent mandated by California Civil Code Section 2782, the Contractor shall not be responsible for liabilities which arise from the sole negligence or willful misconduct of Indemnitees or arise from the active negligence of City. i 11.02 ENFORCEMENT j Contractor's obligations under this Article extend to claims occurring after termination of the Contractor's ' performance of the Contract or Final Payment to Contractor. The obligations apply regardless of any actual or alleged negligent act or omission of Indemnitees. Contractor, however, shall not be obligated under this Agreement to indemnify an Indemnitee for claims arising from the sole active negligence or willful misconduct of the Indemnitee or independent contractors who are directly responsible to Indemnitees. Contractor's obligations under this Article are in addition to any other rights or remedies which the Indemnitees may have under the law or under the Contract Documents. In the event of any claim,suit or demand made against any Indemnitees,the Page 140 of 177 City may in its sole discretion reserve, retain or apply any monies due to the Contractor under the Contract for the purpose of resolving such claims; provided, however,that the City may release such funds if the Contractor provides the City with reasonable assurance of protection of the City's interests. The City shall in its sole discretion determine whether such assurances are reasonable. 11.03 NO LIMITATIONS Contractor's indemnification and defense obligations set forth in this Article are separate and independent from the insurance provisions set forth in Article 12 herein; and do not limit, in any way, the applicability, scope, or obligations set forth in those insurance provisions. In claims, suits, or demands against any Indemnitee by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable,the Contractor's indemnification and defense obligations shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers'compensation acts,disability benefits acts,or other employee benefits acts. [END OF ARTICLE] Page 141 of 177 I ARTICLE 12 — INSURANCE 12.01 CONDITION TO COMMENCEMENT Contractor shall not commence Work under this Contract until Contractor has obtained all insurance required hereunder from a company or companies acceptable to City, nor shall the Contractor allow any Subcontractor to commence Work on a subcontract until all insurance required of said Subcontractor has been obtained. Proof of insurance including insurance certificates and endorsements as set forth in Exhibit 4 must be submitted by the Contractor prior to the City's execution of the Contract. 12.02 MINIMUM COVERAGE AND LIMITS Contractor shall maintain the insurance coverage as set forth in Exhibit 4 throughout the term of the Contract. 12.03 CONDITIONS REGARDING INSURANCE COVERAGE AND LIMITS City and Contractor agree as follows: A. All insurance coverage and limits provided pursuant to the Contract Documents shall apply to the full extent of the policies involved, available or applicable. Nothing contained in the Contract Documents or any other agreement relating to City or its operations limits the application of such insurance coverage. B. None of the policies required by this Contract shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to City and approved in writing by the City Attorney or City's Risk Manager. 12.04 INSURANCE OBLIGATION IS SEPARATE FROM INDEMNITY OBLIGATION This Agreement's insurance provisions: A. Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and B. Do not limit, in any way,the applicability,scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement. [END OF ARTICLE] i i Page 142 of 177 I i ARTICLE 13 — BONDS 13.01 REQUIRED BONDS A. Contractor shall furnish the following bonds: 1. A Performance Bond in an amount equal to one hundred percent(100%)of the total Contract price in the form shown in Exhibit"1"attached hereto. 2. A Payment Bond (Labor and Material) in an amount equal to one hundred percent(100%)of the total Contract price in the form shown in Exhibit"2"attached hereto. 3. A Maintenance Bond in an amount equal to ten percent(10%) of the total Contract price in the form shown in Exhibit"3"attached hereto. 13.02 POWER OF ATTORNEY All bonds shall be accompanied by a power of attorney from the surety company authorizing the person executing the bond to sign on behalf of the company. If the bonds are executed outside the State of California, all copies of the bonds must be countersigned by a California representative of the surety. The signature of the person executing the bond on behalf of Surety shall be acknowledged by a Notary Public as the signature of the person designated in the power of attorney. 13.03 APPROVED SURETY All bonds must be issued by a California admitted surety insurer with the minimum A.M Best Company Financial strength rating of"A: VII", or better. Bonds issued by a California admitted surety not listed on Treasury Circular 570 will be deemed accepted unless specifically rejected by the City. Bonds issued from admitted surety insurers not listed in Treasury Circular 570 must be accompanied by all documents enumerated in California Code of Civil Procedure Section 995.660. All such bonds must be accompanied by a power of attorney from the surety company authorizing the person executing the bond to sign on behalf of the company. If the bonds are executed outside the State of California, all copies of the bonds must be countersigned by a California representative of the surety. The signature of the person executing the bond on behalf of Surety must be acknowledged by a Notary Public as the signature of the person designated in the power of attorney. 13.04 REQUIRED PROVISIONS Every bond must display the surety's bond number and incorporate the Contract for construction of the Work by reference. The terms of the bonds shall provide that the surety agrees that no change, extension of time, alteration, or modification of the Contract Documents or the Work to be performed thereunder shall in any way affect its obligations and shall waive notice of any such change, extension of time, alteration,or modification of the Contract Documents. 13.05 NEW OR ADDITIONAL SURETIES If, during the continuance of the Contract, any of the sureties, in the opinion of the City, are or become non- responsible or otherwise unacceptable to City, City may require other new or additional sureties, which the Contractor shall furnish to the satisfaction of City within ten (10) days after notice, and in default thereof the Contract may be suspended and the materials may be purchased or the Work completed as provided in Article 5 herein. i( Page 143 of 177 I i 13.06 WAIVER OF MODIFICATIONS AND ALTERATIONS No modifications or alterations made in the Work to be performed under the Contract or the time of performance shall operate to release any surety from liability on any bond or bonds required to be given herein. Notice of such events shall be waived by the surety. 13.07 APPROVAL OF BONDS The Contract will not be executed by City nor the Notice to Proceed issued until the required bonds have been received and approved by City. City's decision as to the acceptability of all sureties and bonds is final. No substitution of the form of the documents will be permitted without the prior written consent of City. [END OF ARTICLE] Page 144 of 177 .I ARTICLE 14 - LABOR PROVISIONS 14.01 WORKING HOURS A. Work or activity of any kind shall be limited to the hours from 7:00 a.m. to 7:00 p.m. No construction noise shall be permitted between the hours of 7:00 p.m. and 7:00 a.m.of the next day. B. Work in excess of eight(8) hours per day, on Saturdays, Sundays, or on City holidays requires prior consent of the Director and is subject to Cost of Overtime Construction Inspection. C. Night, Sunday and Holiday Work. No Work shall be performed at night, Sunday,or the ten (10) legal holidays to wit: New Year's Day, Martin Luther King,Jr. Day,Washington's Birthday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Friday following Thanksgiving Day, and Christmas Day, except Work pertaining to the public safety or with the permission of the Director, and accordance with such regulations as he/she shall furnish in writing. Before performing any Work at said times,except Work pertaining to the public safety,the Contractor shall give written notice to the Director so that proper inspection may be provided. "Night" as used in this paragraph shall be deemed to include the hours from 7:00 P.M.to 7:00 A.M. of the next succeeding day. i 14.02 COST OF OVERTIME CONSTRUCTION SERVICES AND INSPECTIONS A. Overtime construction Work performed at the option of, or for the convenience of, the Contractor will { be inspected by the City at the expense of the Contractor. For any such overtime beyond the regular 8-hour day and for any time worked on Saturday, Sunday, or holidays the charges will be determined by the City,and submitted to the Contractor for payment. I B. Equipment, materials,or services provided by the City, in connection with Contractor-initiated overtime j construction Work described in Paragraph 14.02(A),will also be at the expense of the Contractor. The charges will be determined by the City,and submitted to the Contractor for payment. E i C. There will be no charges to the Contractor for the inspection of overtime Work ordered by the Director or required by the Contract Documents. 14.03 COMPLIANCE WITH STATE LABOR CODE A. Contractor shall comply with the provisions of the Labor Code of the State of California and any amendments thereof. 1. The time of service of any worker employed upon the Work shall be limited and restricted to eight (8)hours during any one-calendar day,and 40 hours during any one-calendar week. 2. Work performed by employees of the Contractor in excess of eight(8)hours per day,and 40 hours during any one calendar week, shall be permitted upon compensation for all hours worked in excess of eight(8)hours per day at not less than one and one-half times the basic rate of pay. 3. The Contractor and every Subcontractor shall keep an accurate record showing the name of and the actual hours worked each calendar day and each calendar week by each worker employed by him/her in connection with the Work;the record shall be kept open at all reasonable hours to the inspection of the City and to the Division of Labor Standards Enforcement of the State of California. 1 4. In the event City deems Contractor is in violation of this Paragraph 14.03,the Contractor shall, as a penalty,forfeit Fifty Dollars($50.00)for each worker employed in the execution of the Contract Page 145 of 177 i i i by the Contractor or by any Subcontractor for each calendar day for which the employee was underpaid in addition to an amount sufficient to recover underpaid wages. For each subsequent violation, a(one hundred dollar) $100 penalty shall apply for each underpaid employee for each pay period for which the employee was underpaid in addition to an amount sufficient to cover underpaid wages.This subparagraph is effective to the extent it does not directly conflict with the overtime penalty provision of California Labor Code Section 558. In the event of such conflict,the California Labor Code governs over this Paragraph 14.03(A)(4). i 14.04 WAGE RATES A. Prevailing Wages 1. Contractor shall comply with the general prevailing rates of per diem wages and the general prevailing rates for holiday and overtime Work in the locality in which the Work is to be performed, for each craft, classification, or type of worker needed to execute the Contract. The Director of the Department of Industrial Relations of the State of California (pursuant to California Labor Code) and the United States Secretary of Labor (pursuant to the Davis-Bacon Act) have determined the general prevailing rates of wages in the locality in which the Work is to be E performed. The rates are available online at www.dir.ca.gov/DLSRIPWD/. To the extent that there are any differences in the federal and state prevailing wage rates for similar classifications of labor,the Contractor and its Subcontractors shall pay the highest wage rate. 2. The Contractor shall post a copy of the general prevailing rate of per diem wages at the job site. 3. The Contractor and any Subcontractor under him/her shall pay not less than the specified prevailing rate of wages to all workers employed in the execution of the Contract. 4. The holidays upon which such rates shall be paid shall be all holidays recognized in the collective bargaining Contract applicable to the particular craft,classification,or type of worker employed on the project. 5. The Contractor shall, as a penalty to the State or the City, forfeit not more than Fifty Dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates for the Work or craft in which the worker is employed under the Contract by the Contractor or by any Subcontractor under him. The difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which such worker was paid less than the stipulated prevailing wage rate shall be paid to such worker by the Contractor. 6. The specified wage rates are minimum rates only and the City will not consider and shall not be liable for any claims for additional compensation made by the Contractor because of payment by him/her of any wage rate in excess of the general prevailing rates. All disputes in regard to the payment of wages in excess of those specified herein shall be adjusted by the Contractor at his/her own expense. B. Payroll Records 1. Pursuant to California Labor Code Section 1776, the Contractor and each Subcontractor shall keep an accurate payroll record, showing the name, address, social security number, Work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed in connection with the Work. The payroll records shall be certified and shall be available for inspection. Page 146 of 177 i 2. The Contractor shall inform the City of the location of the payroll records, including the street address, city and county, and shall,within five(5)Working Days, provide a notice of change in location and address. 3. Upon request by the Director, the Contractor shall provide a copy of the certified payroll records along with a statement of compliance. 14.05 APPRENTICESHIP STANDARDS A. Compliance with California Labor Code Section 1777.5 requires all public works contractors and subcontractors to: 1. Prior to commencing work on a public works contract, submit Contract Award information to the applicable joint apprenticeship committee, including an estimate of the journeyman hours to be performed under the Contract,the number of apprentices to be employed, and the approximate dates the apprentices will be employed. Use Form DAS-140 from the State Department of Industrial Relations. The City reserves the right to require Contractor and Subcontractors to submit a copy of said forms to the City. 2. Employ apprentices for the public work at a ratio of no less than one(1)hour or apprentice work for every five (5) hours or labor performed by a journeyman. To request dispatch of apprentices, use Form DAS-142 from the State Department of Industrial Relations. The City reserves the right to require Contractor and Subcontractors to submit a copy of said forms to the City. 3. Pay the apprentice rate on public works projects only to those apprentices who are registered, as defined in Labor Code Section 3077. 4. Contribute to the training fund in the amount identified in the Prevailing Wage Rate publication for journeyman and apprentices. Contractors who choose not to contribute to the local training trust fund must make their contributions to the California Apprenticeship Council, P.O. Box 420603, San Francisco, CA 94142. B. Failure to comply with the provisions of California Labor Code Section 1777.5 may result in the loss of the right to bid or perform work on all public works projects for a period of one to three years and the imposition of a civil penalty of One Hundred Dollars ($100.00) for each calendar day of noncompliance for the first violation and up to Three Hundred Dollars ($300.00) for each calendar day of noncompliance for a second or subsequent violation. Contractor should make a separate copy of this material for each of his/her Subcontractors. C. Payroll Records. The Contractor and each Subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman apprentice, worker or other employee employed in connection with the work. The payroll records shall be certified and shall be submitted to the Project Manager every two weeks. D. Statement of Employer Fringe Benefit Payments.Within five(5)calendar days of signing the Contract or Subcontract, as applicable, the Statement of Employer Payments (DLSE Form PW 26 from the State Department of Industrial Relations)shall be completed for each Contractor and Subcontractor of any tier who pays benefits to a third party trust, plan or fund for health and welfare benefits, vacation funds or makes pension contributions. The form must contain, for each worker classification,the fund, plan or trust name, address, administrator,the amount per hour contributed Page 147 of 177 and the frequency of contributions. Training fund contributions shall also be reported in this form. City reserves the right to require Contractors and Subcontractors to submit a copy of said forms to the City. 14.06 EMPLOYMENT OF APPRENTICES A. In the performance of this Contract, the Contractor and any Subcontractor shall comply with the provisions concerning the employment of apprentices in the Labor Code of the State of California and any amendments thereof. B. In the event the Contractor or any Subcontractor willfully fails to comply with the aforesaid provisions of the Labor Code, such Contractor or Subcontractor shall be subject to the penalties for noncompliance in the Labor Code of the State of California and any amendments thereof. 14.07 REGISTRATION WITH THE STATE DEPARTMENT OF INDUSTRIAL RELATIONS In the performance of this Contract, Contractor and/or any Subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. 14.08 CHARACTER OF WORKERS The Contractor shall not allow his/her agents or employees,Subcontractors,or any agent or employee thereof, to trespass on premises or lands in the vicinity of the Work. Only skilled foremen and workers shall be employed on Work requiring special qualifications, and when required by the Director, the Contractor shall discharge any person who commits trespass,or in the opinion of the Director,acts in a disorderly,dangerous, insubordinate, incompetent,or otherwise objectionable manner. Any employee being intoxicated or bringing or having intoxicating liquors or controlled substances on the Work shall be discharged. Such discharge shall not be the basis of any claim for compensation of damages against the City or any of its officers, agents, and employees. 14.09 NO SMOKING—STATE LABOR CODE SECTION 6404.5 The Contractor and its agents, employees, Subcontractors, representatives, and any person under Contractor's control,are prohibited from smoking in—or within a 20-foot distance from—the Site, which is a "place of employment" under California Labor Code§6404.5. [END OF ARTICLE] Page 148 of 177 ARTICLE 15 - DISPUTE RESOLUTION 15.01 SUBMISSION OF CLAIMS A. By Contractor Contractor's right to commence the Claims Dispute Resolution Process shall arise upon the Director's written response denying all or part of a Claim. Contractor shall submit a written Statement of Dispute to the Director within seven (7) Days after the Director rejects all or a portion of Contractor's Claim. Contractor's Statement of Dispute shall be signed under penalty of perjury and shall state with specificity the events or circumstances giving rise to the Claim, the dates of their occurrence and the effect,if any,on the compensation due or performance obligations of Contractor under the Construction Contract. Such Statement of Dispute shall include adequate supporting data to substantiate the disputed Claim. Adequate supporting data for a Claim relating to the adjustment of the Contractor's obligations relative to time of performance shall include a detailed, event-by-event description of the impact of each delay on Contractor's time for performance. Adequate supporting data to a Statement of Dispute submitted by Contractor involving Contractor's compensation shall include a detailed cost breakdown and supporting cost data in such form and including such detailed information and other supporting data as required to demonstrate the grounds for,and precise amount of,the Claim. B. By City City's right to commence the Claims Dispute Resolution Process shall arise at any time following the City's actual discovery of the circumstances giving rise to the Claim. Nothing contained herein shall preclude City from asserting Claims in response to a Claim asserted by Contractor. A Statement of Dispute submitted by City shall state the events or circumstances giving rise to the Claim,the dates of E their occurrence and the damages or other relief claimed by City as a result of such events. C. Claims Defined The term"claims"as used herein shall be as defined in California Public Contract Code§20104(b)(2). 15.02 CLAIMS DISPUTE RESOLUTION PROCESS The parties shall utilize each of the following steps in the Claims Dispute Resolution Process in the sequence they appear below. Each party shall participate fully and in good faith in each step in the Claims Dispute Resolution Process, which good faith effort shall be a condition precedent to the right of each party to proceed to the next step in the Claims Dispute Resolution Process. A. Direct Negotiations Designated representatives of City and Contractor shall meet as soon as possible (but not later than ten (10) Days after receipt of the Statement of Dispute) in a good faith effort to negotiate a resolution to the Claim. Each party shall be represented in such negotiations by an authorized representative with full knowledge of the details of the Claim or defenses being asserted by such party, and with full authority to resolve such Claim then and there,subject only to City's right and obligation to obtain City Council[or other City official]approval of any agreed settlement or resolution. In the Claim involves the assertion of a right or claim by a Subcontractor against Contractor that is in turn being asserted by Contractor against City, then such Subcontractor shall also have a representative attend such negotiations, with the same authority and knowledge as just described. Upon completion of the meeting, if the Claim is not resolved, the parties may either continue the negotiations or either party may declare negotiations ended. All discussions that occur during such negotiations and all documents Page 149 of 177 prepared solely for the purpose of such negotiations shall be confidential and privileged pursuant to California Evidence Code Sections 1119 and 1152. B. Deferral of Claims Following the completion of the negotiations required by Paragraph 15.02-A., all unresolved Claims, except those that do not involve parties other than the Contractor and City,shall be deferred pending Final Completion of the Work,subject to City's right, in its sole and absolute discretion,to require that the claims Dispute Resolution Process proceed prior to Final Completion. In the event that City does not elect to proceed with the Claims Dispute Resolution Process prior to Final Completion of the Work, all Claims that have been deferred until such Final Completion shall be consolidated within a reasonable time after such Final Completion and thereafter pursued to resolution pursuant to the Claims Dispute Resolution Process. Nothing contained in this Article 15 shall be interpreted as limiting the parties' rights to continue informal negotiations of Claims that have been deferred until such Final Completion; provided, however,that such informal negotiations shall not be interpreted as altering the provisions of this Article 15 deferring final determination and resolution of unresolved Claims until after Final Completion of the Work. C. Legal Proceedings If the Claim is not resolved by direct negotiations then the party wishing to further pursue resolution or determination of the Claim shall submit the Claim for determination by commencing legal proceedings in a court of competent jurisdiction. 15.03 NO WAIVER Participation in the Claims Dispute Resolution Process shall not constitute a waiver, release or compromise of any defense of either party, including, without limitation, any defense based on the assertion that the rights of Contractor that are the basis of a Claim were previously waived by Contractor due to failure to comply with the Contract Documents, including, without limitation, Contractor's failure to comply with any time periods for providing notices or for submission or supporting documentation of Claims. [END OF ARTICLE] ' Page 150 of 177 I ARTICLE 16 - ACCOUNTING RECORDS 16.01 MAINTENANCE OF RECORDS Contractor shall keep, and shall include in its contracts with its Subcontractors, provisions requiring its Subcontractors to keep full and detailed books and records in accordance with the requirements of the Contract Documents, including the following: all information, materials and data of every kind and character (hard copy,as well as computer readable data if it exists),that have any bearing on or pertain to any matters, rights,duties or obligations relating to the Project or the performance of the Work, including,without limitation, agreements, purchase orders, leases,contracts,commitments,arrangements, notes,change orders,change order requests,estimates,field orders,schedules,diaries, logs, reports,shop drawings,samples,exemplars, Drawings, Specifications, invoices, delivery tickets, receipts, vouchers, cancelled checks, memoranda; accounting records; job cost reports; job cost files (including complete documentation covering negotiated settlements); backcharge; general ledgers; documentation of cash and trade discounts earned; insurance rebates and dividends, and other documents relating in way to Claims or Change Orders, Construction Change Directives,Work Directives,or other claims for payment related to the Project asserted by Contractor or any Subcontractor("Accounting Records"). Contractor shall exercise such controls as may be necessary for proper financial management of the Work. Such accounting and control systems shall comply with prevailing custom and practice for similar projects, be satisfactory to City and shall include preservation of such records for a period of five(5)years after approval of the Notice of Completion and Acceptance by City, or for such longer period as may be required by applicable laws. 16.02 ACCESS TO RECORDS Contractor shall allow, and shall include in its contracts with its Subcontractors provisions requiring its Subcontractors to allow, City and its authorized representative(s), auditors, attorneys and accountants, upon twenty-four(24) hours notice to Contractor, full access to inspect and copy all books and records relating to the Project that Contractor is required to maintain pursuant to Paragraph 16.01, above. 16.03 CONTRACTOR NONCOMPLIANCE,WITHHOLDING Contractor's compliance with Paragraphs 16.01 and 16.02, above, shall be a condition precedent to maintenance of any legal action or arbitration by Contractor against City. In addition to and without limitation upon City's other rights and remedies for breach,including any other provisions for withholding set forth in the Contract Documents, City shall have the right, exercised in its sole discretion, to withhold from any payment to Contractor due under a current Application for Payment an additional sum of up to ten percent(10%)of the total amount set forth in such Application for Payment, until Contractor and its Subcontractors have complied with any outstanding and unsatisfied request by City under this Article 16. Upon such compliance with this Article 16, any additional monies withheld pursuant to this Paragraph 16.03 shall be released to Contractor. 16.04 SPECIFIC ENFORCEMENT BY CITY Contractor agrees that any failure by Contractor or any Subcontractor to provide access to its books and records as required by this Article 16 shall be specifically enforceable, by issuance of a preliminary and/or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court and without the necessity of oral testimony, to compel Contractor to permit access, inspection, audits and/or reproduction of such books and records or to require delivery of such books and records to City for inspection, audit and/or reproduction. [END OF ARTICLE] Page 151 of 177 I i ARTICLE 17-MISCELLANEOUS PROVISIONS 17.01 COMPLIANCE WITH APPLICABLE LAWS A. Notices, Compliance Contractor shall give all notices required by governmental authorities and comply with all applicable laws and lawful orders of governmental authorities, including but not limited to the provisions of the California Code of Regulations applicable to contractors performing construction and all laws, ordinances, rules, regulations and lawful orders relating to safety, prevailing wage and equal employment opportunities. B. Taxes, Employee Benefits Contractor shall pay at its own expense, at no cost to the City and without adjustment to the Contract Sum, all local, state and federal taxes, including, without limitation all sales, consumer, business license, use and similar taxes on materials, labor or other items furnished for the Work or portions thereof provided by Contractor or Subcontractors, all taxes arising out of its operations under the Contract Documents and all benefits, insurance, taxes and contributions for social security and unemployment insurance which are measured by wages, salaries or other remuneration paid to Contractor's employees. If under federal excise tax law any transaction hereunder constitutes a sale on which a federal excise tax is imposed and the sale is exempt from such excise tax because it is a sale to meat for its exclusive use,then City, upon request,will execute documents necessary to show that is a political subdivision of the State for the purposes of such exemption and that the sale is for the exclusive use of the City, in which case no excise tax for such materials shall be included in the Bid or Contract Sum. C. Notice of Violations Contractor shall immediately notify the City and Director in writing of any instruction received from the City, Director, Architect or other person or entity that, if implemented, would cause a violation of any applicable law or lawful order of a governmental authority. If Contractor fails to provide such notice, then Director shall be entitled to assume that such instruction is in compliance with applicable laws and lawful orders of governmental authorities. If Contractor observes that any portion of the Drawings and Specifications or Work are at variance with applicable laws or lawful orders of governmental authorities, or should Contractor become aware of conditions not covered by the Contract Documents which will result in Work being at variance therewith,Contractor shall promptly notify Director in writing. If,without such notice to Director, Contractor or any Subcontractor performs any Work which it knew,or through the exercise of reasonable care should have known, was contrary to lawful orders of governmental authorities or applicable laws,then Contractor shall bear all resulting losses at its own expense, at no cost to City and without adjustment to the Contract Sum. 17.02 OWNERSHIP OF DESIGN DOCUMENTS A. Property of City All Design Documents, Contract Documents and Submittals (including, without limitation, all copies thereof) and all designs and building designs depicted therein are and shall remain the sole and exclusive property of the City and the City shall solely and exclusively hold all copyrights thereto. Without derogation the City's rights under this Paragraph, the Contractor and Subcontractors are granted a limited, non-exclusive license, revocable at will of City, to use and reproduce applicable Page 152 of 177 portions of the Contract Documents and Submittals as appropriate to and for use in the execution of the Work and for no other purpose. B. Documents on Site Contractor shall keep on the Project site,at all times and for use by City,Director, Inspectors of Record and City's Consultants, a complete set of the Contract Documents that have been approved by applicable Governmental Authorities. C. Delivery to City All Design Documents, Contract Documents and Submittals in the possession of Contractor or Subcontractors shall be returned to the City upon the earlier of Final Completion or termination of the Construction Contract; provided, however,that Contractor and each Subcontractor shall have the right to retain one(1)copy of the Contract Documents and Submittals for its permanent records D. Subcontractors Contractor shall take all necessary steps to assure that a provision is included in all subcontracts with Subcontractors,of every tier,who perform Work on the Project establishing, protecting and preserving the, City's rights set forth in this Paragraph. 17.03 AMENDMENTS The Contract Documents may be amended only by a written instrument duly executed by the parties or their respective successors or assigns. 17.04 WAIVER Either party's waiver of any breach or failure to enforce any of the terms, covenants, conditions or other provisions of the Contract Documents at any time shall not in any way limit or waive that party's right thereafter to enforce or compel strict compliance with every term, covenant, condition or other provision, any course of dealing or custom of the trade notwithstanding. Furthermore, if the parties make and implement any interpretation of the Contract Documents without documenting such interpretation by an instrument in writing signed by both parties,such interpretation and implementation thereof will not be binding in the event of any future disputes. 17.05 INDEPENDENT CONTRACTOR Contractor is an independent contractor,and nothing contained in the Contract Documents shall be construed as constituting any relationship with City other than that of Project owner and independent contractor. In no event shall the relationship between City and Contractor be construed as creating any relationship whatsoever between City and Contractor's employees. Neither Contractor nor any of its employees is or shall be deemed to be an employee of City. Except as otherwise specified in the Contract Documents, Contractor has sole authority and responsibility to employ, discharge and otherwise control its employees and has complete and sole responsibility as a principal for its agents,for all Subcontractors and for all other Persons that Contractor or any Subcontractor hires to perform or assist in performing the Work. i 17.06 SUCCESSORS AND ASSIGNS The Contract Documents shall be binding upon and inure to the benefit of City and Contractor and their Page 153 of 177 i s permitted successors, assigns and legal representatives. A. City may assign all or part of its right,title and interest in and to any Contract Documents, including rights with respect to the Payment and Performance Bonds, to (a) any other governmental person as permitted by governmental rules, provided that the successor or assignee has assumed all of City's obligations,duties and liabilities under the Contract Document then in effect;and(b)any other Person with the prior written approval of Contractor. B. Contractor may collaterally assign its rights to receive payment under the Contract Documents. Contractor may not delegate any of its duties hereunder, except to Subcontractors as expressly otherwise permitted in the Contract Documents. Contractor's assignment or delegation of any of its Work under the Contract Documents shall be ineffective to relieve Contractor of its responsibility for the Work assigned or delegated, unless City, in its sole discretion, has approved such relief from responsibility. Any assignment of money shall be subject to all proper set-offs and withholdings in favor of City and to all deductions provided for in the Contract.All money withheld, whether assigned or not, shall be subject to being used by City for completion of the Work, should Contractor be in default. C. Except for the limited circumstances set forth in Paragraph 17.06-B, above, Contractor may not, without the prior written consent of City in its sole discretion, voluntarily or involuntarily assign, convey, transfer, pledge, mortgage or otherwise encumber its rights or interests under the Contract Documents. No partner, joint venturer, member or shareholder of Contractor may assign, convey, transfer, pledge, mortgage or otherwise encumber its ownership interest in Contractor without the prior written consent of City, in City's sole discretion. 17.07 SURVIVAL Contractor's representations and warranties,the dispute resolution provisions contained in Article 15, and all other provisions which by their inherent character should survive termination of the Contract and/or Final Acceptance,shall survive the termination of the Contract and the Final Acceptance Date. 17.08 LIMITATION ON THIRD PARTY BENEFICIARIES It is not intended by any of the provisions of the Contract Documents to create any third party beneficiary hereunder or to authorize anyone not a party hereto to maintain a suit for personal injury or property damage pursuant to the terms or provisions hereof,except to the extent that specific provisions(such as the warranty and indemnity provisions) identify third parties and state that they are entitled to benefits hereunder. The duties, obligations and responsibilities of the parties to the Contract Documents with respect to such third parties shall remain as imposed by law. The Contract Documents shall not be construed to create a contractual relationship of any kind between City and a Subcontractor or any other Person except Contractor. 17.09 PERSONAL LIABILITY OF CITY EMPLOYEES City's authorized representatives are acting solely as agents and representatives of City when carrying out the provisions of or exercising the power or authority granted to them under the Contract. They shall not be liable either personally or as employees of City for actions in their ordinary course of employment. No agent,consultant,Council member,officer or authorized employee of City,shall be personally responsible for any liability arising under the Contract. i Page 154 of 177 I 17.10 NO ESTOPPEL City shall not, nor shall any officer thereof, be precluded or estopped by any measurement, estimate or certificate made or given by the City representative or other officer, agent, or employee of City under any provisions of the Contract from at any time (either before or after the final completion and acceptance of the Work and payment therefor)pursuant to any such measurement,estimate or certificate showing the true and correct amount and character of the work done, and materials furnished by Contractor or any person under the Contract or from showing at any time that any such measurement, estimate or certificate is untrue and incorrect, or improperly made in any particular, or that the work and materials, or any part thereof, do not in fact conform to the Contract Documents. Notwithstanding any such measurement, estimate or certificate, or payment made in accordance therewith, City shall not be precluded or estopped from recovering from Contractor and its Sureties such damages as City may sustain by reason of Contractor's failure to comply or to have complied with the Contract Documents. 17.11 GOVERNING LAW The laws of the State of California govern the construction and interpretation of the Contract Documents, without regard to conflict of law principles. Unless the Contract Documents provide otherwise,any reference to laws, ordinances, rules, or regulations include their later amendment, modifications, and successor legislation. If Contractor or City brings a lawsuit to enforce or interpret one or more provisions of the Contract Documents,jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise appropriate,in the United States District Court,Central District of California. Contractor and City acknowledge that the Contract Documents were negotiated,entered into,and executed—and the Work was performed—in the City of Vernon, California. 17.12 FURTHER ASSURANCES Contractor shall promptly execute and deliver to City all such instruments and other documents and assurances as are reasonably requested by City to further evidence the obligations of Contractor hereunder, including assurances regarding assignments of Subcontractors contained herein. 17.13 SEVERABILITY If any clause, provision, section, paragraph or part of the Contract is ruled invalid by a court having proper jurisdiction, then the parties shall: (a) promptly meet and negotiate a substitute for such clause, provision, section, paragraph or part, which shall, to the greatest extent legally permissible, effect the original intent of the parties, including an equitable adjustment to the Contract Price to account for any change in the Work resulting from such invalidated portion; and (b) if necessary or desirable, apply to the court or other decision maker(as applicable) which declared such invalidity for an interpretation of the invalidated portion to guide the negotiations. The invalidity or unenforceability of any such clause, provision, section, paragraph or part shall not affect the validity or enforceability of the balance of the Contract, which shall be construed and 1 enforced as if the Contract did not contain such invalid or unenforceable clause,provision,section,paragraph or part. 17.14 HEADINGS The captions of the sections of the Contract are for convenience only and shall not be deemed part of the Contract or considered in construing the Contract. i i a i Page 155 of 177 1 i i 17.15 ENTIRE AGREEMENT The Contract Documents contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, statements, representations and negotiations between the parties with respect to its subject matter. 17.16 COUNTERPARTS This instrument may be executed in two or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. i i i [END OF ARTICLE] i i Page 156 of 177 i EXHIBIT 1 Bond No.: Premium Amount:$ Bond's Effective Date: PERFORMANCE BOND RECITALS: 1. The City of Vernon, California("City"), has awarded to (Name,address,and telephone of Contractor) ("Principal"), a Contract(the"Contract")for the Work described as follows: Specification No. in Vernon, CA. 2. Principal is required under the terms of the Contract—and all contract documents referenced in it("Contract Documents")— to furnish a bond guaranteeing Principal's faithful performance of the Work. 3. The Contract and Contract Documents,including all their amendments and supplements,are incorporated into this Bond and made a part of it by this reference. OBLIGATION: THEREFORE,for value received,We, Principal and (Name,address,and telephone of Surety) ("Surety"), a duly admitted surety insurer under California's laws, agree as follows: By this Bond,We jointly and severally obligate and bind ourselves,and our respective heirs,executors,administrators,successors, and assigns to pay City the penal sum of Dollars($ )("the Bonded Sum"),this amount comprising not less than the total Contract Sum,in lawful money of the United States of America. The California Licensed Resident Agent for Surety is: (Name,address,and telephone) Registered Agent's California Department of Insurance License No. THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if Principal promptly and faithfully performs the undertakings, terms, covenants,conditions,and agreements in the Contract and Contract Documents(including all their amendments and supplements),all within the time and in the manner that those documents specify,then this obligation becomes null and void. Otherwise,this Bond remains in full force and effect,and the following terms and conditions apply to this Bond: 1. This Bond specifically guarantees Principal's performance of each obligation and all obligations under the Contract and Contract Documents,as they may be amended and supplemented—including, but not limited to, Principal's liability for liquidated damages, Warranties, Guarantees, Correction, and Maintenance obligations as specified in the Contract and Contract Documents—except that Surety's total obligation,as described here,will not exceed the Bonded Sum. 2. For those obligations of Principal that survive Final Completion of the Work described in the Contract and Contract Documents,the guarantees in this Bond also survive Final Completion of the Work. 3. When City declares that Principal is in default under the Contract,or Contract Documents,or both,Surety shall promptly: (a) remedy the default;(b)complete the Project according to the Contract Documents'terms and conditions then in effect;or(c)using a procurement methodology approved by City,select a contractor or contractors—acceptable to City—to complete all of the Work, and arrange for a contract between the contractor(s)and City. Surety shall make available,as the Work progresses,sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the Contract and Contract Documents—including other costs and damages for which Surety is liable under this Bond—except that Page 157 of 177 Surety's total obligation,as described here,will not exceed the Bonded Sum. 4. An alteration,modification,change,addition,deletion,omission,agreement,or supplement to the Contract,Contract Documents,or the nature of the Work performed under the Contract or Contract Documents—including,without limitation,an extension of time for performance—does not,in any way,affect Surety's obligations under this Bond. Surety waives any notice of alteration,modification, change,addition,deletion,omission,agreement,supplement,or extension of time. 5. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's guaranteeing Principal's faithful performance of the Work. 6. No right of action accrues on this Bond to any entity other than City or its successors and assigns. 7. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay—in addition to the Bonded Sum—City's reasonable attorneys'fees and litigation costs,in an amount the court fixes. 8. Surety shall mail City written notice at least 30 days before: (a)the effective date on which the Surety will cancel, terminate, or withdraw from this Bond;or(b)this Bond becomes void or unenforceable for any reason. On the date set forth below,Principal and Surety duly executed this Bond,with the name of each party appearing below and signed by its representative(s)under the authority of its governing body. Date: PRINCIPAL: SURETY: (Company Name) (Company Name) (Signature) (Signature) By: By: (Name) (Name) Its: Its: (Title) (Title) Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents: CORPORATE SEAL CORPORATE SEAL ■ THIS BOND MUST BE EXECUTED IN TRIPLICATE. ■ EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT. ■ THE ATTORNEY-IN-FACTS SIGNATURE MUST BE NOTARIZED. ■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH,ARE A CORPORATION. APPROVED AS TO SURETY AND APPROVED AS TO FORM: AMOUNT OF BONDED SUM: By By Director of[Insert Department] City Attorney 1 Page 158 of 177 i BOND ACKNOWLEDGMENT FOR SURETY'S ATTORNEY-IN-FACT STATE OF CALIFORNIA ) ss. COUNTY OF ) On this day of 20 before me, (name), a Notary Public for said County, personally appeared (name),who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of and acknowledged to me that he/she subscribed the name of thereto as principal, and his/he own name as attorney in fact. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Notary Public SEAL i Page 159 of 177 i 1 EXHIBIT 2 Bond No.: Premium Amount:$ Bond's Effective Date: PAYMENT BOND (LABOR AND MATERIALS) RECITALS: 1. The City of Vernon, California("City"),has awarded to (Name,address,and telephone of Design-Builder) ("Principal"), a Contract(the"Contract")for the Work described as follows: Specification No. in Vernon, CA. 2. Principal is required under California Civil Code Sections 3247-3248 and the terms of the Contract— and all contract documents referenced in it("Contract Documents")—to furnish a bond guaranteeing Principal's paying claims, demands, liens,or suits for any work, labor,services, materials,or equipment furnished or used in the Work. 3. The Contract and Contract Documents,including all their amendments and supplements,are incorporated into this Bond and made a part of it by this reference. OBLIGATION: THEREFORE,for value received,We,Principal and (Name,address,and telephone of Surety) ("Surety"), a duly admitted surety insurer under California's laws, agree as follows: By this Bond,We jointly and severally obligate and bind ourselves,and our respective heirs,executors,administrators,successors, and assigns to pay City the penal sum of Dollars($ )("the Bonded Sum"),this amount comprising not less than the total Contract Sum,in lawful money of the United States of America. The California Licensed Resident Agent for Surety is: (Name,address,and telephone) Registered Agent's California Department of Insurance License No. THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if Principal or a subcontractor fails to pay (a) any person named in California Civil Code Section 3181,or any successor legislation; (b)any amount due under California's Unemployment Insurance Code, or any successor legislation, for work or labor performed under the Contract or Contract Documents; or (c) any amount under Unemployment Insurance Code Section 13020,or any successor legislation,that Principal or a subcontractor must deduct, withhold,and pay over to the Employment Development Department from the wages of its employees,for work or labor performed under the Contract or Contract Documents, then Surety shall pay for the same in an amount not-to-exceed the Bonded Sum. Otherwise,this obligation becomes null and void. While this Bond remains in full force and effect,the following terms and conditions apply to this Bond: 1. This Bond inures to the benefit of any of the persons named in California Civil Code Section 3181,or any successor legislation, giving those persons or their assigns a right of action in any suit brought upon this Bond,unless California Civil Code Section 3267, or any successor legislation,applies. Page 160 of 177 2. An alteration, modification, change, addition, deletion, omission, agreement, or supplement to the Contract, Contract Documents,or the nature of the Work performed under the Contract or Contract Documents—including,without limitation,an extension of time for performance—does not,in any way,affect Surety's obligations under this Bond. Surety waives any notice of alteration,modification,change,addition,deletion,omission,agreement,supplement,or extension of time. 3. Surety's obligations under this Bond are separate,independent from,and not contingent upon any other surety's paying claims, demands,liens,or suits for any work, labor,services,materials,or equipment furnished or used in the Work. 4. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay—in addition to the Bonded Sum—City's reasonable attorneys'fees and litigation costs, in an amount the court fixes. 5. Surety shall mail City written notice at least 30 days before: (a)the effective date on which the Surety will cancel, terminate, or withdraw from this Bond;or(b)this Bond becomes void or unenforceable for any reason. On the date set forth below,Principal and Surety duly executed this Bond,with the name of each party appearing below and signed by its representative(s)under the authority of its governing body. Date: PRINCIPAL: SURETY: (Company Name) (Company Name) (Signature) (Signature) By: By: (Name) (Name) Its: Its: (Title) (Title) Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents: CORPORATE SEAL CORPORATE SEAL j0 THIS BOND MUST BE EXECUTED IN TRIPLICATE. ■ EVIDENCE MUST BE ATTACHED OF THE AUTHORI TY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT ■ THE ATTORNEY-IN-FACT'S SIGNATURE MUST BE NOTARIZED. ■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH,ARE A CORPORATION. APPROVED AS TO SURETY AND APPROVED AS TO FORM: AMOUNT OF BONDED SUM: By BY Director of[Insert Department] City Attorney Page 161 of 177 BOND ACKNOWLEDGMENT FOR SURETY'S ATTORNEY-IN-FACT STATE OF CALIFORNIA ) ss. COUNTY OF ) On this day of 20 before me, (name),a Notary Public for said County, personally appeared (name), who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of and acknowledged to me that he/she subscribed the name of thereto as principal, and his/he own name as attorney in fact. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Notary Public SEAL Page 162 of 177 EXHIBIT 3 Bond No.: Premium Amount:$ Bond's Effective Date: MAINTENANCE BOND RECITALS: 1. The City of Vernon, California("City"),has awarded to (Name,address,and telephone of Contractor) ("Principal"), a Contract(the"Contract")for the Work described as follows: Specification No. in Vernon, CA. 2. Principal is required under the terms of the Contract—and all contract documents referenced in it("Contract Documents")— after completion of the Work and before the filing and recordation of a Notice of Completion for the Work,to furnish a bond to secure claims for Maintenance equal to ten percent(10%) of the total amount of the Contract Which shall hold good for a period of one (1) year from the date the City's Notice of Completion and Acceptance of the Work is filed with the County Recorder,to protect the City against the result of faulty material or workmanship during that time. 3. The Contract and Contract Documents,including all their amendments and supplements,are incorporated into this Bond and made a part of it by this reference. OBLIGATION: THEREFORE,for value received,We, Principal and (Name,address,and telephone of Surety) ("Surety"), a duly admitted surety insurer under California's laws,agree as follows: By this Bond,We jointly and severally obligate and bind ourselves,and our respective heirs,executors,administrators,successors, and assigns to pay City the penal sum of Dollars($ )("the Bonded Sum"),this amount comprising not less than the total Contract Sum, in lawful money of the United States of America. The California Licensed Resident Agent for Surety is: (Name,address,and telephone) Registered Agent's California Department of Insurance License No. THE CONDITION OF THIS BOND'S OBLIGATION IS THAT if the said Principal or any of his or her or its subcontractors,or the heirs, executors, administrators, successors, or assigns or assigns of any, all, or either of them, shall fail to execute within a reasonable amount of time,or fail to respond within seven(7)days with a written schedule acceptable to the City for same,repair or replacement of any and all Work, together with any other adjacent Work which may be displaced by so doing, that proves to be defective in its workmanship or material for the period of one(1)year(except when otherwise required in the Contract to be for a longer period)from the date the City's Notice of Completion and Acceptance,or equivalent,is filed with the County Recorder,ordinary wear and tear and unusual abuse or neglect excepted with respect to such Work and labor,the Surety herein shall pay for the same, in an amount not i exceeding the sum specified in this Bond. 1. When City declares that Principal is in default under the Contract, or Contract Documents, or both, Surety shall promptly remedy the default using a procurement methodology approved by City,select a contractor or contractors—acceptable to City to complete all of the Work,and arrange for a contract between the contractor(s)and City. Surety shall make available sufficient funds to pay the cost of repair or replacement of any and all Work and to pay and perform all obligations of Principal under the Contract and Contract Documents—including other costs and damages for which Surety is liable under this Bond except that Surety's total obligation,as described here,will not exceed the Bonded Sum. Page 163 of 177 2. Should the condition of this bond be fully performed,then this obligation shall become null and void,otherwise it shall be and remain in full force and effect. 3. Surety,for value received,hereby stipulates and agrees that no change,extension of time,alteration,or addition to the terms of said Contract or to the Work to be performed thereunder or the specifications accompanying the same shall in any manner affect its obligations on this bond,and it does hereby waive notice of any such change,extension,alteration,or addition. 4. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's guaranteeing Principal's faithful performance of the Work. 5. No right of action accrues on this Bond to any entity other than City or its successors and assigns. 6. If an action at law or in equity is necessary to enforce or interpret this Bond's terms,Surety must pay,in addition to the Bonded Sum, City's reasonable attorneys'fees and litigation costs,in an amount the court fixes. 7. Surety shall mail City written notice at least 30 days before: (a)the effective date on which the Surety will cancel, terminate, or withdraw from this Bond;or(b)this Bond becomes void or unenforceable for any reason. 8. Death of the Principal shall not relieve Surety of its obligations hereunder. On the date set forth below,Principal and Surety duly executed this Bond,with the name of each party appearing below and signed by its representative(s)under the authority of its governing body. Date: PRINCIPAL: SURETY: (Company Name) (Company Name) (Signature) (Signature) By: By: (Name) (Name) Its: Its: t (Title) (Title) i Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents: CORPORATE SEAL CORPORATE SEAL i i i i i i ■ THIS BOND MUST BE EXECUTED IN TRIPLICATE. ■ EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-I N-FACT. ■ THE ATTORNEY-IN-FACTS SIGNATURE MUST BE NOTARIZED. ■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL,OR THE SURETY,OR BOTH,AREA CORPORATION. APPROVED AS TO SURETY&AMOUNT OF BONDED SUM: APPROVED AS TO FORM: By By Director of[Insert Department] City Attorney i Page 164 of 177 BOND ACKNOWLEDGMENT FOR SURETY'S ATTORNEY-IN-FACT STATE OF CALIFORNIA ) ss. COUNTY OF ) On this day of 20 before me, (name),a Notary Public for said County, personally appeared (name), who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of and acknowledged to me that he/she subscribed the name of thereto as principal, and his/he own name as attorney in fact. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Notary Public SEAL Page 165 of 177 I EXHIBIT 4 {CONFIRM INSURANCE LIMITS WITH FINANCE PRIOR TO ADVERTISING, TYPICAL LIMITS BELOW COULD CHANGE FOR SPECIFIC PROJECTS) INSURANCE REQUIREMENTS 1.0 REQUIRED INSURANCE POLICIES At its own expense,Contractor shall obtain, pay for,and maintain—and shall require each of its Subcontractors to obtain and maintain—for the duration of the Agreement, policies of insurance meeting the following requirements: A. Workers'Compensation/Employer's Liability Insurance shall provide workers'compensation statutory benefits as required by law. 1. Employer's Liability insurance shall be in an amount not less than: (a) ONE MILLION DOLLARS($1,000,000)per accident for bodily injury or disease; (b) ONE MILLION DOLLARS($1,000,000)per employee for bodily injury or disease; and (c) ONE MILLION DOLLARS($1,000,000)policy limit. B. Commercial General Liability("CGL")(primary). City and its employees and agents shall be added as additional insureds, not limiting coverage for the additional insured to"ongoing operations"or in any way excluding coverage for completed operations. Coverage shall apply on a primary, non-contributing basis in relation to any other insurance or self-insurance, primary or excess, available to City or any employee, representative or agent of City. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Coverage shall contain no contractors' limitation or other endorsement limiting the scope of coverage for liability arising from explosion, collapse,or underground property damage. 1. CGL insurance must not be written for less than the limits of liability specified as follows: (a) ONE MILLION DOLLARS($1,000,000)per occurrence for bodily injury(including accidental death)to any one person; (b) ONE MILLION DOLLARS($1,000,000)per occurrence for personal and advertising injury to any one person; (c) ONE MILLION DOLLARS($1,000,000)per occurrence for property damage; and (d) TWO MILLION DOLLARS($2,000,000)general aggregate limit. 2. CGL insurance must include all major divisions of coverage and must cover: (a) Premises Operations(including Explosion,Collapse,and Underground ["X,C,U"] coverages as applicable); (b) Independent Contractor's Protective; (c) Independent Contractors; ' Page 166 of 177 i (d) Products and Completed Operations(maintain same limits as above until five(5) years after recordation of Notice of Completion) (e) Personal and Advertising Injury(with Employer's Liability Exclusion deleted); (f) Contractual Liability(including specified provision for Contractor's obligation under Article 11 of the General Conditions); and (g) Broad Form Property Damage. 3. Umbrella or Excess Liability Insurance(over primary), if provided,shall be at least as broad as any underlying coverage. Coverage shall be provided on a"pay on behalf basis,with defense costs payable in addition to policy limits. There shall be no cross liability exclusion and no contractor's limitation endorsement. The policy shall have starting and ending dates concurrent with the underlying coverages. The Named Insured may determine the layering of primary and excess liability insurance provided that if such layering differs from that described here,the actual coverage program meets the minimum total required limits and complies with all other requirements listed here. C. Business Automobile Liability Insurance 1. Business Automobile Liability Insurance must cover all vehicles,whether rented, leased, hired,scheduled,owned or non-owned. If Contractor does not own any vehicles,this requirement may be satisfied by a non-owned vehicle endorsement to the general and umbrella liability policies. Business Automobile Liability Insurance coverage amounts shall not be less than the following: (a) ONE MILLION DOLLARS($1,000,000)per occurrence for bodily injury(including accidental death)to any one person; and (b) ONE MILLION DOLLARS($1,000,000)per occurrence for property damage;or (c) ONE MILLION DOLLARS($1,000,000)combined single limit. D. Contractors Pollution Liability Insurance(CPL)REQUIRED/NOT REQUIRED FOR THIS PROJECT (OPTIONAL AT DISCRETION OF CITY—CHECK WITH FINANCE—LEAVE IN ALL SPECS& NOTE IF REQUIRED) 1. Contractor or Subcontractor shall obtain, pay for,and maintain for the duration of the Contract Contractors Pollution Liability insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using Subcontractors,the policy must include work performed "by or on behalf'of the insured. 2. The policy limit shall provide coverage of no less than one million dollars($1,000,000)per claim and in the aggregate. Coverage shall apply to bodily injury;property damage, including loss of use of damaged property or of property that has not been physically inured; cleanup costs;and costs of defense, including costs and expenses incurred in the investigation,defense,or settlement of claims. 3. All activities contemplated in the Contract shall be specifically scheduled on the CPL policy as"covered operations." In addition,the policy shall provide coverage for the hauling of i Page 167 of 177 i waste from the Project site to the final disposal location, including non-owned disposal sites. 4. The policy shall specifically provide for a duty to defend on the part of the insurer. City, its officers,employees and agents shall be added to the policy as additional insureds by endorsement. E. Builder's Risk Insurance REQUIRED/NOT REQUIRED FOR THIS PROJECT(OPTIONAL AT DISCRETION OF CITY—CHECK WITH FINANCE—LEAVE IN ALL SPECS&NOTE IF REQUIRED) 1. Builder's Risk Insurance covering all real and personal property for"all risks"of loss or "comprehensive perils"coverage including but not limited to the perils of earth movement including earthquake and flood for all buildings,structures,fixtures, materials,supplies, machinery and equipment to be used in or incidental to the construction at the site,off site, or in transit,for the full replacement value of such properties. Coverage shall be included for property of others in the care,custody or control of the insured for which any insured may be liable. The City will purchase a builder's risk policy for the Project instead of a contractor purchased policy. Bidder should not include cost for this coverage in his/her bid. 2.0 GENERAL REQUIREMENTS—ALL POLICIES A. Qualifications of Insurer. At all times during the term of this Contract, Contractor's insurance company must meet all of the following requirements: 1. "Admitted"insurer by the State of California Department of Insurance or be listed on the California Department of Insurance's"List of Surplus Line Insurers"("LESLI"); 2. Domiciled within, and organized under the laws of, a State of the United States; and 3. Carry an A.M. Best&Company minimum rating of"A:VII". B. Continuation Coverage. For insurance coverages that are required to remain in force after the Final Payment, and if reasonably available, Contractor shall submit to City,with the final Application for Payment, all certificates and additional insured endorsements evidencing the continuation of such coverage. C. Deductibles or Self-Insured Retentions. All deductibles or self-insured retentions are subject to City's review and approval, in its sole discretion. D. Commercial General Liability and Business Automobile insurance policies must be written on an "occurrence"basis and must add the City of Vernon and its officers,agents,employees and representatives as additional insureds. E. Contractor's Insurance Primary. Other insurance(whether primary,excess,contingent or self- insurance, or any other basis)available to City,or its representatives, or both, is excess over Contractor's insurance. City's insurance,or self-insurance, or both, will not contribute with Contractor's insurance policy. F. Waiver of Subrogation. Contractor and Contractor's insurance company waive—and shall not exercise—any right of recovery or subrogation that Contractor or the insurer may have against City,or its representatives, or both. G. Separation of Insureds. Contractor's insurance policy applies separately to each insured or additional insured who is seeking coverage,or against whom a claim is made or suit is brought, except that the naming of multiple insureds will not increase an insurance company's limits of liability. i Page 168 of 177 H. Claims by Other Insureds. Contractor's insurance policy applies to a claim or suit brought by an additional insured against a Named Insured or other insured, arising out of bodily injury, personal injury, advertising injury,or property damage. I. Premiums. City is not liable for a premium payment or another expense under Contractor's policy J. At any time during the duration of this Contract, City may do any one or more of the following: 1. Review this Agreement's insurance coverage requirements; 2. Require that Contractor obtain, pay for,and maintain more insurance depending on City's assessment of any one or more of the following factors: (a) City's risk of liability or exposure arising out of,or in any way connected with,the services of Contractor under this Agreement; (b) The nature or number of accidents,claims, or lawsuits arising out of, or in any way connected with,the services of Contractor under this Agreement; or (c) The availability, or affordability, or both,of increased liability insurance coverage. 3. Obtain, pay for, or maintain a bond (as a replacement for an insurance coverage)from a California corporate surety,guaranteeing payment to City for liability, or costs,or both, that City incurs during City's investigation, administration,or defense of a claim or a suit arising out of this Agreement;or K. Contractor shall maintain the insurance policy without interruption,from the Project's commencement date to the Final Payment date, or until a date that City specifies for any coverage that Contractor must maintain after the Final Payment. L. Contractor shall not allow any insurance to expire,cancel,terminate, lapse, or non-renew. Contractor's insurance company shall mail City written notice at least thirty(30)days in advance of the policy's cancellation,termination, non-renewal, or reduction in coverage and ten(10)days before its insurance policy's expiration,cancellation,termination,or non-renewal, Contractor shall deliver to City evidence of the required coverage as proof that Contractor's insurance policy has been renewed or replaced with another insurance policy which, during the duration of this Agreement, meets all of this Agreement's insurance requirements. M. At any time, upon City's request, Contractor shall furnish satisfactory proof of each type of insurance coverage required—including a certified copy of the insurance policy or policies;certificates,endorsements, renewals,or replacements;and documents comprising Contractor's self-insurance program—all in a form and content acceptable to the City Attorney or City's Risk Manager. N. If Contractor hires,employs, or uses one or more Subcontractor(s)to perform work,services, operations, or activities on Contractor's behalf, Contractor shall ensure that the Subcontractor complies with the i following. 1. Meets, and fully complies with,this Agreement's insurance requirements;and 2. Furnishes City at any time upon its request,with a complete copy of the Subcontractor's insurance policy or policies for City's review, or approval,or both. Failure of City to request copies of such documents shall not impose any liability on City,or its employees. i Page 169 of 177 i 0. Contractor's failure to comply with an insurance provision in this Agreement constitutes a material breach upon which City may immediately terminate or suspend Contractor's performance of this Agreement,or invoke another remedy that this Agreement or the law allows. At its discretion and without waiving any other rights it may have pursuant to law, City has the right but not a duty to obtain or renew the insurance and pay all or part of the premiums. Upon demand, Contractor shall repay City for all sums or monies that City paid to obtain, renew, or reinstate the insurance,or City may offset the cost of the premium against any sums or monies that City may owe Contractor. 3.0 CONTRACTOR'S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS A. Contractor shall have its insurance carrier(s)or self-insurance administrator(s)complete and execute the following insurance documents and shall deliver said documents at the same time Contractor delivers this Agreement to City. City will neither sign this Agreement nor issue a"Notice to Proceed" until the City Attorney or City's Risk Manager has reviewed and approved all insurance documents. City's decision as to the acceptability of all insurance documents is final. Sample insurance documents in the City's approved format are set forth in this 4. B. Required Submittals for Commercial General Liability and Business Automobile Insurance and Contractor's Pollution Liability Insurance. The following submittals must be on forms satisfactory to the City Attorney or City's Risk Manager,and signed by the insurance carrier or its authorized representative—which fully meet the requirements of,and contain provisions entirely consistent with, all of the insurance requirements set forth herein. 1. "Certificate of Insurance" 2. "Additional Insured Endorsement" 3. Subrogation Endorsement:"Waiver of Transfer to Rights of Recover Against Others" Both Certificates of Insurance and Additional Insured Endorsements must read as follows:"The City of Vernon, and its officers,agents,employees and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City's insurance and self-insurance will apply in excess of, and will not contribute with this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage,or against whom a claim is made or a suit is brought. The issuing company shall mail thirty(30) days advance notice to the City for any policy cancellation,termination, non-renewal,or reduction in coverage." C. Required Submittals for Workers' Compensation Insurance. Contractor shall provide City with a certificate of insurance and a subrogation endorsement on forms satisfactory to the City Attorney or City's Risk ' Manager, and signed by the insurance carrier or its authorized representative—which fully meet the requirements of, j and contain provisions entirely consistent with,this Contract's workers compensation insurance requirements. If Contractor is self-insured for workers'compensation, a copy of the"Certificate of Consent to Self-insure"from the State of California is required;or if Contractor is lawfully exempt from workers'compensation laws, an"Affirmation of jExemption from Labor Code§3700"form is required. i D. Required Evidence of Builder's Risk Coverage. City will provide a certificate of insurance and a declarations page on a form satisfactory to the City Attorney or City's Risk Manager,and signed by the insurance carrier or its authorized representative. The policy terms must fully meet the requirements of,and contain provisions entirely consistent with,all of the insurance requirements set forth herein, The City shall be named as a loss payee on the insurance policy for the full replacement value of all buildings,structures,fixtures and materials to be constructed, maintained, repaired or supplied pursuant to this Contract. I E. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that all required coverage is provided. Contractor agrees to obtain certificates evidencing such coverage. F. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor that includes City or any other indemnitee as a defendant. City assumes no obligation or liability by such notice, but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve City. i Page 170 of 177 i I G. No liability policy shall contain any provision or definition that would serve to eliminate so-called"third party action over"claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. H. Any"self-insured retention"must be declared and approved by City. City reserves the right to require the self-insured retention to be eliminated or replaced by a deductible. Self-funding, policy fronting or other mechanisms to avoid risk transfer are not acceptable. If Contractor has such a program, Contractor must fully disclose such program to City. i l Page 171 of 177 EXHIBIT 5 Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit CITY OF VERNON [INSERT DEPARTMENT] Construction Stormwater Program Permit Number: Date: Applicant: Phone: Project Address: Property Owner: Contractor: Contractor's Address: The National Pollutant Discharge Elimination System (NPDES) is a portion of the Clean Water Act that applies to the protection of receiving waters. Under permits from the Los Angeles Regional Water Quality Control Board (RWQCB), certain activities are subject to RWQCB enforcement. To meet the standards of the Waste Discharge Requirements for Municipal Separate Storm Sewer System (MS4) Discharges within the Coastal Watershed of Los Angeles County, Except those Discharges Originating from the City of Long Beach MS4 (CAS004001), the City of Vernon has adopted minimum standards for stormwater runoff from development construction activities. These minimum standards require the implementation of an effective combination of erosion and sediment control Best Management Practices (BMPs) to prevent erosion and sediment loss, and the discharge of construction waste at each site. At a minimum, the construction activity associated with the construction project identified above shall be conducted in such a manner that: ➢ Prevents illicit construction-related discharges of pollutants into the MS4 and receiving waters. ➢ Implements and maintains structural and non-structural BMPs to reduce pollutants in stormwater runoff from construction sites. ➢ Reduces construction site discharges of pollutants to the MS4 to the maximum extent practicable. ➢ Prevents construction site discharges to the MS4 from causing or contributing to a violation of water quality standards. Note: The Stormwater BMP Construction Handbook sheets developed by the California Stormwater Quality Association shall be used as guidance in determining and implementing required BMPs. The BMP sheets may be reviewed at the [Insert Department] counter during regular business hours. A General Construction Permit shall be obtained and maintained for all construction sites one (1) acre or greater. Additional conditions may be required for these sites. Page 172 of 177 i i i I have read and understand the requirements listed above and certify that I will comply with the minimum requirements above. Signature: Print Name: Title: Property Owner: f i F I 3 Page 173 of 177 EXHIBIT B (if required otherwise delete) SPECIAL PROVISIONS SPECIFIC FOR THIS PROJECT Page 174 of 177 EXHIBIT C LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than$10.30 per hour with health benefits, or$11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation,or personal necessity,and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay,treble damages for willful violations, and attorney's fees,or to compel City officials to terminate the service contract of violating employers. Page 175 of 177 EXHIBIT D EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that,during the performance of this Agreement,the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed,color, national origin, ancestry, handicap,sex,or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor,state that it is an"Equal Opportunity Employer"or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap,sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement,discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City,through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. i I Page 176 of 177 i EXHIBIT E (if required otherwise delete) CITY STANDARD PLANS SPECIFIC FOR THIS PROJECT i i i Page 177 of 177 i "< �4 �` 3 �s �Bi� 3 �� 4 s t 3'r '� TERMS AND CONDITIONS OF PURCHASE ORDER/CONTRACT(FOR GOODS)-CITY OF VERNON This is a government contract. The terms are not changed by any words added by Contractor,nor superseded because of any form used by Contractor in the course of business.Any change in terms must be agreed to by an authorized representative of the City, in writing. Acceptance by the City of goods,materials, or services is not an acceptance of Contractor's other terms. 1.Parties: (a)Purchaser: City of Vernon("City"); (b)Contactor:As set forth on the attached Purchase Order/Contract. 2.Terms: (a)the term"goods"includes goods,material,chattels,equipment,machinery,manufactured articles,merchandise,fixtures, products, software,appliances,and any other items to be supplied pursuant to this Purchase Order/Contract;(b)the term"warranty" includes,warranties, guarantees,representations,and promises. 3. Contractor agrees to furnish the goods,materials, or services described in the Purchase Order/Contract to which this is attached and subject to all terms and conditions of the Purchase Order/Contract,this Attachment to the Purchase Order/Contract,and all other attachments hereto. 4. Contractor agrees to submit all invoices to the address indicated on the Purchase Order/Contract. r ' 5. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax. 6. Contractor agrees to show on all invoices the name of the department to which goods or services were furnished, and whether the invoice covers complete or partial delivery or performance,the Purchase Order/Contract number,and any applicable cash discount. 7. Contractor agrees to prepay transportation charges and show them separately on all invoices. 8. Contractor agrees to show applicable sales or use tax as separate items on all invoices. f 9. Clear title and risk of loss to all materials furnished under the Purchase Order/Contract shall pass to the City upon delivery and loading of conforming goods or materials at the F.O.B.point designated in the Purchase Order/Contract. 10. City shall have no responsibility for payment of over-shipments,goods not delivered due to shortages,theft, or otherwise non- conforming shipments. 11.Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully comply with the latest revised requirements of said Safety Orders. I 12. The goods shall be tendered by delivery to City at the time and place specified in the Purchase Order/Contract. Contractor is responsible for maintaining and providing proof of delivery. If transportation of the goods is undertaken by an entity other than Contractor,Contractor shall be responsible for and handle all claims against such entity for shortages,damages,theft, and other such occurrences.All goods,materials,and equipment ordered shall,except as otherwise noted in this Purchase Order/Contract,be delivered in a new and unused condition.Unless otherwise specified,all products and goods are to be packed in accordance with the best commercial practice. 13.All automotive equipment delivered to the City shall meet all requirements of the latest revision of the California Vehicle Code and of the Federal Department of Transportation. 14. Contractor warrants to City that all items covered by this Purchase Order/Contract conform to any applicable samples,drawings, specifications,plans,or other descriptions provided by Contractor and expected by City(collectively,"Specifications"). Contractor is not authorized to substitute goods with different Specifications unless agreed to in writing by City.All goods shall be merchantable; fit for City's intended purpose; of good material,workmanship and design,and free from defect. Contractor also guarantees that the goods are of sufficient size or capacity to perform as specified. This Purchase Order/Contract incorporates by reference any and all warranties(express,implied, oral, or written)made by Contractor prior to or at the time this Purchase Order/Contract is accepted, including those contained in brochures, catalogues,advertisements,owner's manuals, etc.,provided that in the event of a conflict,the warranty providing the most protection to City shall prevail.All warranties shall survive inspection,acceptance,and payment. 15. Within a reasonable time after delivery of the goods, City shall have the right to inspect the goods to determine their conformity with the Specifications. Thirty(30)days from the date of delivery or installation is deemed to be the reasonable time for City to a inspect the goods. If all or any part of the goods are deemed to be non-conforming,City may reject such non-conforming goods, whereupon such rejected goods promptly shall be removed by Contractor at Contractor's cost,and the Purchase Price with respect to such rejected goods either shall be refunded by Contractor if already paid,or shall be reduced if still owing.In either case, if City so directs in writing, Contractor shall promptly replace such non-conforming goods with goods conforming to the Specifications.All direct and incidental costs of rejecting,removing, and replacing such non-conforming goods shall be borne by Contractor. I Page 1 of 3 i I i 16.Notwithstanding anything to the contrary contained in the Purchase Order/Contract, in no event shall Contractor be entitled to any payment on account of lost profits or consequential damages in connection with any termination of the Purchase Order/Contract,or otherwise in connection with the Purchase Order/Contract. 17.Prior to the issuance of the Purchase Order/Contract,Contractor may be required to provide to City evidence of insurance. Failure to maintain the required amounts and types of coverage throughout the duration of services supplied shall constitute a material breach of this Purchase Order/Contract and shall entitle the City to terminate this Purchase Order/Contract. 18.As respects acts,errors,or omissions in the performance under this Purchase Order/Contract,the Contractor agrees to indemnify and hold harmless the City,its officers,elected officials,agents,employees,representatives,and volunteers from and against all claims,demands,defense costs,liability,or consequential damages arising out of the Contractor's negligent acts,errors,or omissions in the performance under the terms of this Purchase Order/Contract or those of Contractor's subcontractors or anyone for whom Contractor is legally liable.As respects all acts or omissions which do not arise directly out of the performance of this Purchase Order/Contract,including but not limited to those acts or omissions normally covered by general and automobile liability insurance,the Contractor agrees to indemnify,defend(at City's option),and hold harmless the City,its officers,elected officials,agents,employees,representatives,and volunteers from and against all claims, demands,defense costs liability,or consequential damages arising out of or in connection with the Contractor's(including Contractor's employees,representatives,subcontractors or anyone for whom the Contractor is legally liable)performance or failure to perform under this Agreement: excepting those which arise out of the sole negligence of City. Contractor shall indemnify and save harmless City from laborers,mechanics',and materialmen's liens upon materials,equipment,work in progress,or the premises on which the work is to be performed. x 19. Contractor shall not perform work on City owned property,and shall not commence work,or cause materials to be delivered to the job site,until so authorized in writing by the Head of the Department(or designee)for whom the work was ordered. i 20. Contractor certifies and represents that,during the performance of this Purchase Order/Contract,the Contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race,religion,color,national origin,ancestry,disability,sex,age,medical condition,or marital status. Contractor further agrees that it will not maintain any segregated facilities. 21. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code, Sections 5.20,et seq.,where required. 22. Contractor hereby represents,warrants, and certifies that no officer or employee of the Contractor is a director,officer,or employee of the City of Vernon, or a member of any board,commission, or committee,except to the extent permitted by law. 23.The City, or its authorized auditors or representatives,shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Purchase Order/Contract and/or is paying the amounts to which Contractor is properly entitled to under the Purchase Order/Contract or for other purposes relating to the Purchase Order/Contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after the termination of the Purchase Order/Contract. The Contractor shall maintain all such records in the City of Vernon. If not,the Contractor shall,upon request,promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and a extra costs incurred in conducting the audit at a location other than the City of Vernon, including,but not limited to, such additional (out of the City)expenses for personnel,salaries,private auditors,travel, lodging,meals and overhead. 24. It is understood that in the performance of any services herein provided,for Contractor shall be,and is,and independent contractor,and is not an agent or employee of City and shall furnish such services in its own manner and method,except as required by this Purchase Order/Contract. Further,Contractor has and shall retain the right to exercise full control over the employment, direction,compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify,defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security,withholding and all other wages,salaries,benefits,taxes,exactions,and regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or employees are not entitled to any of the benefits or rights afforded employees of City, including,but not limited to,sick leave,vacation leave,holiday pay, Public Employees Retirement System benefits, or health,life, dental, long-term disability or Workers' Compensation insurance k benefits. 25. Contractor shall not assign or transfer this Purchase Order/Contract or any rights hereunder without the prior written consent of the City which may be withheld in the City's sole discretion. Any unauthorized assignment of transfer shall be null and void and shall j constitute a material breach of Contractor of its obligations under this Purchase Order/Contract. 9 i 26.Time is strictly of the essence of this Purchase Order/Contract and each and every covenant,term and provision hereof. a Page 2 of 3 I i 27.The City's waiver of any term, condition,breach or default of this Purchase Order/Contract shall not be considered to be a waiver of any other term,condition, default of breach,not of a subsequent breach of the one waived. 28.The provisions of Vernon's Living Wage Ordinance,Vernon City Code, Sections 2.131,et seq.,require that contractors providing labor or services to the City pay employees in accordance with the Ordinance. 29.The City reserves the right to cancel any portion of this Purchase Order/Contract at any time prior to the delivery of goods. 30. This Purchase Order/Contract does not and is not intended to confer any benefit on or create any right exercisable or enforceable by any third party. 31. This Purchase Order/Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the County of Los Angeles,shall have exclusive jurisdiction over all controversies and disputes arising hereunder,and submits to the jurisdiction thereof. 32.This Purchase Order/Contract,including any Exhibits attached hereto,constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations,representations,understandings, correspondence, documentation, and agreements(written or oral). In case of conflict between the terms of this Purchase Order/Contract and the terms of any other document which is a part of this transaction,the terms of this Purchase Order/Contract shall strictly prevail.Any and all additional terms and conditions must be approved by the City Attorney in writing. 33. If any provision of this Purchase Order/Contract shall be determined to be invalid or unenforceable, such provision shall be deemed to be severed and the remainder of the Purchase Order/Contract shall be given full force and effect. 34. In case of default by Contractor,the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby,Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. "Force Majeure"shall mean an event beyond the control of either party,which prevents either party from complying with any of its obligations under this Agreement, including but not limited to: (a) any act of God(e.g.,fires, explosions,earthquakes,drought);(b)riot or strikes;or(c)acts or threats of terrorism. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Purchase Order/Contract as a result of Force Majeure.At that time Contractor is to submit in writing a Recovery Plan for this Purchase Order/Contract. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default,then the City may cancel this Purchase Order/Contract in its entirety at no cost to the City,owing only for goods and services completed to that point. i 'i i t ti i r i I i i i d I i I 9 Page 3 of 3 a t ``I. 4 `@ +� 4, �. eft A� �� 4 F �\ i` 1 v� 1l4} t k i t �� t i i } 1 �` 1 �` i t a 1 TERMS AND CONDITIONS OF PURCHASE ORDER/CONTRACT(SERVICES)-CITY OF VERNON This is a government contract. The terms are not changed by any words added by Contractor, nor superseded because of any form used by Contractor in the course of business. Any change in terms must be agreed to by an authorized representative of the City, in writing. Acceptance by the City of goods,materials or services is not an acceptance of Contractor's other terms. 1. Parties: (a)Purchaser: City of Vernon("City");(b)Contractor: as set forth in Purchase Order/Contract("Contractor"). 2. Contractor agrees to furnish the services described in the Purchase Order/Contract to which this is attached and subject to all terms and conditions of the Purchase Order/Contract,this Attachment to the Purchase Order/Contract,and all other attachments hereto. 3. Contractor agrees to submit all invoices to the address indicated on the Purchase Order/Contract. 4. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax. 5. Contractor agrees to show on all invoices the name of the department to which services were furnished,whether the invoice covers complete or partial performance,the Purchase Order/Contract number,and any applicable cash discount. 6. Contractor agrees to show applicable sales or use tax as separate items on all invoices. 7. Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully comply with the latest revised requirements of said Safety Orders. 8. Unless otherwise specified, all work performed will be subject to final inspection and approval on the site where services are supplied, or, in the event installation of equipment is required, such inspection and approval shall be at a place of installation. The making of periodic payments by City shall not be construed as acceptance of work up to the time of payments. 9. Contractor shall diligently and carefully perform all work required hereunder in a good and workmanlike manner, and shall furnish all labor, supervision,machinery,materials,equipment, and supplies as necessary. 10. Contractor warrants that all work performed under this Purchase Order/Contract shall conform to specifications, drawings, samples, or other descriptions furnished or adopted by City; and all workmanship or service rendered will be in accordance with standards established by City. Contractor agrees that the supplies/services furnished under this Purchase Order/Contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer for such supplies/services, and that the rights and remedies provided herein are in addition to, and do not limit any rights afforded to the City by, and other clause of a Purchase Order/Contract awarded hereunder. 11. Prior to the issuance of the Purchase Order/Contract,Contractor may be required to provide to City evidence of insurance. Failure to maintain the required amounts and types of coverage throughout the duration of services supplied shall constitute a material breach of this Purchase Order/Contract and shall entitle the City to terminate this Purchase Order/Contract. 12. As respects acts, errors, or omissions in the performance of services under this Purchase Order/Contract, the Contractor agrees to indemnify and hold harmless the City, its officers, agents, employees, representatives, and volunteers from and against all claims, demands, defense costs, liability, or consequential damages arising out of the Contractor's negligent acts, errors, or omissions in the performance of its professional services under the terms of this Purchase Order/Contract or those of Contractor's subcontractors or anyone for whom Contractor is legally liable.As respects all acts or omissions which do not arise directly out of the performance of services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, the Contractor agrees to indemnify, defend (at City's option), and hold harmless the City, it officers, agents, employees, representatives, and volunteers from and against all claims, demands, defense costs liability, or consequential damages arising out of or in connection with the Contractor's (including Contractor's employees, representatives,subcontractors or anyone for whom Contractor is legally liable)performance or failure to perform under this Agreement; excepting those which arise out of the sole negligence of City. 13. Contractor shall indemnify and save harmless City from laborers, mechanics', and materialmen's liens upon materials, equipment, j work in progress, or the premises on which the work is to be performed. 14. Contractor shall not perform work on City owned property, and shall not commence work or cause materials to be delivered to the job site, until so authorized in writing by the Head of the Department(or designee) for whom the work was ordered. Contractor shall perform all work in such manner as not to interfere with use of premises by City or other contractors. Contractor agrees that there shall be no interruptions of City's use except as stated on this Purchase Order/Contract. Contractor shall take all necessary precautions i (including those required by City's safety regulations) to protect the premises and all persons and property thereon from damage or 'g Page 1 of 3 i i injury and shall assume responsibility for the taking of such precautions by Contractor's and subcontractor's employees, agents, licensees, and permittees, and subcontractors. Upon completion of the work, Contractor shall leave the premises clean and free of all tools, equipment,waste material,and rubbish. 15. Contractor certifies and represents that, during the performance of this Purchase Order/Contract, the Contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition or marital status. Contractor further agrees that it will not maintain any segregated facilities. 16. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code, Sections 5.20, et seq.,where required. 17. Contractor hereby represents,warrants and certifies that no officer or employee of the Contractor is a director, officer or employee of the City of Vernon,or a member of any boards,commission or committees,except to the extent permitted by law. 18. Contractor shall keep sufficient and accurate records of all costs incurred as they relate to the basis of compensation as outlined on this Purchase Order/Contract. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to ensure it is receiving all money to which it is entitled under the Purchase Order/Contract and/or is paying the amounts to which Contractor is properly entitled to under the Purchase Order/Contract or for other purposes relating to the Purchase Order/Contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after the termination of the Purchase Order/Contract. The Vendor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request,promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional(out of the City)expenses for personnel,salaries,private auditors,travel, lodging,meals and overhead. 19. It is understood that in the performance of any services herein provided, for Contractor shall be, and is, an independent contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method, except as required by this Purchase Order/Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation, and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend, and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors,agents or employees are not entitled to any of the 1 benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health,life,dental,long-term disability or Workers' Compensation insurance benefits. 20. In case of conflict between the terms of this Purchase Order/Contract and the terms of any other document which is a part of this transaction,the terms of this Purchase Order/Contract shall strictly prevail. 21. Contractor shall not assign or transfer this Purchase Order/Contract or any rights hereunder with out the prior written consent of the City which may be withheld in the City's sole discretion. Any unauthorized assignment of transfer shall be null and void and shall constitute a material breach of Contractor of its obligations under this Purchase Order/Contract. All subcontractors shall be approved by City. Contractor agrees to secure proper agreements from all subcontractors necessary to protect City in the same manner as Contractor has herein agreed. 22.Time is strictly of the essence of this Purchase Order/Contract and each and every covenant,term and provision hereof. 23. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Purchase Order/Contract as a result of Force Majeure.At that time Contractor is to submit in writing a Recovery Plan for this Purchase Order/Contract. If the Recovery Plan is not acceptable to the City or not received within 3, 10 days of the necessary notification of Force Majeure default,then the City may cancel this Purchase Order/Contract in its entirety at no cost to the City,owing only for goods and services completed to that point 24. The failure of City to insist upon performance of any provision of this Purchase Order/Contract or to exercise any right or privilege granted to City under this Purchase Order/Contract shall not be construed as waiving any such provisions, and the same shall continue in force. The City's waiver of any term, condition, breach or default of this Purchase Order/Contract shall not be valid unless set forth in a writing, signed by both parties, and shall not be considered to be a waiver of any other term, condition,default of breach,not of a subsequent breach of the one waived. "I 25. The provisions of Vernon's Living Wage Ordinance, Vernon City Code, Sections 2.131, et seq., require that contractors providing t labor or services to the City pay employees in accordance with the Ordinance. The provisions of California Labor Code Sections i i Page 2 of 3 i 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City Contracts. In addition, Contractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. If Living Wage provisions and Prevailing Wage provisions should both apply, then contractor shall pay the higher of the applicable wages to the extent required by law. 26. The City reserves the right to cancel any portion of this Purchase Order/Contract at any time prior to the delivery of services. 27. This Purchase Order/Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof. 28. This Purchase Order/Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements(written or oral). 29.All additional terms and conditions must be approved as to form by the City Attorney in writing. 30. This Purchase Order/Contract does not and is not intended to confer any benefit on nor create any right exercisable or enforceable h by any third parry. 31. If any provision of this Purchase Order/Contract shall be determined to be invalid or unenforceable, such provision shall be deemed to be severed and the remainder of the Purchase Order/Contract shall be given full force and effect. i i i A 1 { Page 3 of 3 a 's ", µa �r�� ,, `',� E ,, 'S ,, '� City of Vernon Request for Expressions of Interest and Information (RFI) [Insert name of Potential Project] 71 a L n t t t a City of Vernon [Insert Department Name] 4305 Santa Fe Avenue, Vernon CA 90058 Phone: (323) 583-8811 i l i i Page 1 of 7 { I. Introduction The City of Vernon is seeking information on[brief description of Project]that will establish: [insert goal of the Project]. [Include any background information if necessary] The City's intent in issuing this Request for Information("RFI") is to assess its options and potentially develop a Request for Proposals("RFP")that will address the City's needs and concerns, further outlined in Section IV. i II. City Background The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history Vernon has been developed as an industrial community. At the turn of the 20th century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial"City. By the 1920's Vernon was attracting large stockyards and meatpacking facilities. In the 1930's Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected at-large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tem from its own membership to serve one-year terms. Labor Force: Vernon has approximately 280 employees, and its departments include a Fire Department, Police Department, Finance Department, Public Works Department, Public Utilities Department and Health and Environmental Control Department. Present bargaining units recognized include the Vernon Police Officers Benefit Association, Vernon Police Management Association, Vernon Firemen's Association, the Vernon Fire Management Association, International Brotherhood of Electrical Workers Local 47, and Teamsters Local 911. III. Nature of the RFI The City of Vernon is seeking information on[brief description of Project]to address needs and concerns described in Section IV for the purpose of possibly developing a RFP that will meet 1 all of the City's needs. This RFI is not a solicitation or request for proposals that will result in a contractual relationship with the City of Vernon or commit the City to enter into a further agreement with any responding party. This should be considered only a request for information that will assist the City in assessing its options for potential [project name]. In addition to a response to the information Page 2 of 7 J 1 I requested here, the City encourages responders to submit additional information that they believe the City should consider as part of its comprehensive [project name]. The City is not obligated to issue any future RFP as a result of this RFI process. The City reserves the right to discontinue or modify the RFI process at any time. All costs associated with responding to this RFI will be solely at the responder's expense. Respondents are also advised that this will be an open and public process. This RFI and any City issued RFP will utilize a public process, consistent with any requirements of Vernon Municipal Code that may apply,such as Code Section 2.17.00 et seq.The identity of all respondents, correspondence and responses will be a matter of public record, with the exception of those elements of the response that are identified by the respondent and plainly marked as"trade secret," "confidential," or"proprietary." Each element of a response which a respondent desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e.,regarding entire pages, documents, or other, non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If City receives a request from a third party to make a response available for inspection and copying, the City will notify the respondent of the request. If a respondent instructs the City that the information is not to be released, City will withhold the information, provided, the respondent expeditiously (but by no later than ten (10) days from the date City provides notice of the request for disclosure) seeks a protective order from a court of competent jurisdiction to prevent such release. If disclosure is required under the California Public Records Act or otherwise by law (despite the respondent's request for confidentiality), the City shall not in any way be liable or responsible for the disclosure of any such records or art thereof. For the avoidance of doubt respondent's identi shall not be deemed p � t3' confidential. Respondents are solely responsible for the accuracy and quality of the data used in their submissions and the information provided therein. DISCUSSION OF THE CONTENTS OF THIS RFI WITH ANY ELECTED OR APPOINTED CITY OFFICIAL MAY LEAD TO IMMEDIATE REJECTION OF THE RFI PROPOSAL AND MAY BAR THE PROPOSER FROM SUBSEQUENT PARTICIPATION. ALL INQUIRIES REGARDING THIS RFI AND CORRESPONDENCE TO THE CITY SHOULD BE VIA EMAIL TO [insert name and email address]. IV. Needs and Concerns to Be Addressed [Provide necessary background information about Project] [Provide necessary information about the Project details: what is wanted,when, and where] [Provide the goal of this Project] i i 't I Page 3 of 7 i V. Format and Delivery of Submission to City Respondents are asked to submit one (1) hard copy and one (1) electronic copy of their proposal in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format. A. Format. Limit your proposal to 20 typed 8.5"X 11"pages or fewer, on white bond paper of at least 20-pound weight single sided (excluding cover letter and attachments). You may attach a firm brochure if you wish, but it must be as a separate attachment and independent from the required elements noted above. 1. Use a conventional typeface with a minimum font size of 12 points. Use a 1" margin on all borders. 2. Provide one (1) unbound original of your firm's response and one (1) electronic version in one of the following options: flash drive, compact disk, or via email to [insert email] with a subject line to read as follows "[Insert desired subject heading]". 3. Prominently label the package: "[Insert desired label name]" and include the name of the primary contact for the respondent. Deliver the response to: i City of Vernon [Insert Department] Attention: [Insert Name] 4305 Santa Fe Avenue Vernon, CA 90058 4. Responses are due on or before 5:00 p.m. on [insert date]. Late responses will not be accepted. If you have any questions about this RFI, please contact [insert contact name or office] in writing at [insert email]. B. Cover Letter. All responses shall include a cover letter. The cover letter shall identify the business entity, including the name, address, telephone number, and website address (if applicable)of the business entity; and the name, title, address,telephone number and e-mail address of a contact person during the evaluation period. i i Page 4 of 7 I i a C. Introduction. Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed to ensure the development of[name of Project] that will meet the needs and address the concerns established in Section IV above. D. General Scope of Work. Briefly summarize the methodology and approach perceived or envisioned that address the concerns established. E. Methodology and Approach. Present concepts for conducting the work. Define the scope of each task including the depth and scope of analysis or research proposed. t F. Impact on Environment(if applicable; otherwise delete) q Thorough description of how respondent's proposal would limit any potential negative impact on environment. Provision of verifiable scientific support for such claims is encouraged. } The City desires to limit claims that the potential project may have a significant negative effect on the environment. How would you identify possible environmental impacts? What is your experience with the California Environmental Quality Act (CEQA) and/or the National Environmental Policy Act (NEPA)? Has your company prepared an Environmental Impact Report (EIR) or an Environmental Impact Statement(EIS) or built projects subject to either an EIR or EIS in California for this type of project? Are there outstanding legal challenges to those projects? Have you implemented ongoing mitigation and monitoring measures? Have you developed working relationships with environmental groups? What has been your company's role in scoping and t community outreach? (This question seeks background on your company's participation in such processes, not identification of all environmental issues on this specific site). If the City { determines to proceed with a project, the City may (or may not) act as the lead agency for such environmental review. G. Installations and Limitations (if applicable; otherwise delete) Dimensions of any installed materials. Due to permitting constraints, Vernon would look favorably upon projects that [fill in]. Given the Project's proposed location,please describe any expectations or concerns about technology—related items, including the size, availability, and suitability of[type of installation: i.e. wind turbines], foundation requirements, special logistical or cost considerations, and quality, durability and manufacturer warranties of equipment. Identify any issues of concern related to the process of obtaining all anticipated permits and approvals for the development of the facility. What key uncertainties are known or anticipated in this process at the state and local levels and how would they be overcome? Describe the City's role, if any. Page 5 of 7 i H. Fees and Cost. Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. However, an estimated cost to provide such a project will assist the City in developing a RFP for the final work and whether the work can be feasibly accomplished under the current fiscal year's budget. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. I. Qualifications. Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the methodology and approach provided in the response. Respondents are encouraged to supply relevant examples of their professional product and provide a list of references. VI. Addenda, Changes, and Amendments to this Solicitation. At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a a request to the [Department Name] [insert email address] to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. VII. Conditions for Responses to RFI The following conditions apply to this RFI process: A. Nothing contained in this RFI shall create any contractual relationship between the respondent and the City. B. This RFI does not obligate the City to establish a list of service providers qualified as prime consultants, or award a contract to any respondent. The City reserves the right to amend or cancel this RFI without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any individual or organization in connection with this RFI. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFI. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of City shall not be considered binding. j E. The City reserves the right to seek clarification on a submission with any source. Page 6 of 7 i a F. The dates, times, and sequence of events related to this RFI shall ultimately be determined by the City. G. Respondents shall not issue any news release pertaining to this RFI or to the City without prior written approval of the City. H. All information submitted in response to this RFI shall become public record upon delivery to the City, subject to the terms set forth in Section III above. VIII. Right by the City to Withdraw this Request l The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. i u s 4 f pi i { i t F 3 {E t { S b iES 'f Page 7 of 7 a i I `ti, V, 5 ,; s4 `t. i l t 4}`1 �y 1 ` �� j �� i S i ,} t i t �� :, i a i 't 5 j City of Vernon Request for Proposals (RFP) [Insert Title] (, l 101 i � 1 � 9a a Z Sp S � j I � p fi 4 �.Y t 9 bF f City of Vernon [Insert Department] 4305 Santa Fe Avenue, Vernon, CA 90058 Phone: (323) 583-8811 June 2017 i City of Vernon [Insert Title] Request for Proposals 1. INTRODUCTION AND PROJECT The City of Vernon is requesting proposals for [insert type of services] to conduct [insert brief description]. The City will select one firm, based on demonstrated competence and a cost effective approach to design, conduct, and assist in the [insert brief description]. 2. BACKGROUND The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history, Vernon has been developed as an industrial community. At the turn of the 20'" century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail ° extensions enabled the creation of an "exclusively industrial" city. By the 1920's, Vernon was attracting large stockyards and meatpacking facilities. In the 1930's, Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected at-large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tem from its own membership to serve one-year terms. i Labor Force: Vernon has approximately 280 employees, and its departments include a Fire Department, Police Department, Finance Department, Public Works Department, Public Utilities Department and Health and Environmental Control Department. Present bargaining units recognized include the Vernon Police Officers Benefit Association, Vernon Police Management Association, Vernon Firemen's Association, the Vernon Fire Management Association, International Brotherhood of Electrical Workers Local 47, and Teamsters Local 911. 3. [ISSUES OR PROBLEMS TO BE ADDRESSEDI [Insert description] 4. SCOPE OF SERVICES REQUIRED The City of Vernon is seeking the services of a highly qualified consulting firm to assist in: j [insert scope of services required] i a a Page 2 of 9 June 2017 i i i City of Vernon [Insert Title] Request for Proposals 5. QUALIFICATIONS & CRITERIA A. Qualifications: The City of Vernon will select one firm for all of the outlined Scope of Service on the basis of qualifications, experience, and cost. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposals: [Insert qualifications] B. Selection Criteria: The City will conduct a comprehensive, fair, and impartial evaluation of proposals received in response to this RFP. All proposals received will be reviewed and evaluated by a committee of qualified personnel. The name, information, or experience of the individual members will not be made available to any proposer. The Evaluation Committee will first review and screen all proposals submitted, except for the cost proposals, according to the minimum qualifications set forth above. The following criteria will be used in reviewing and comparing the proposals and in determining the highest scoring bid: 1. 40% Qualifications, background and prior experience of the firm in the Service Area(s) being proposed, experience of key staff assigned to oversee services provided to Vernon, evaluation of size and scope of similar work performed and success on that work. 2. 30% Cost and fees to the City for handling matters. Cost is not the sole determining factor but will be taken into consideration. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. If rates differ for different types or levels of service, or for different Service Areas, the Proposer should so state. 3. 10% Responsiveness to the RFP, and quality and responsiveness of the proposal. 4. 20% References including past performance of proposer. 6. FORMAT AND DELIVERY OF RESPONSE Respondents are asked to submit one (1) unbound original, [INSERT AMOUNT OF COPIES NEEDED FOR PANEL] hard copies and one (1) electronic copy (via email to [insert email contact]) of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Limit your proposal to 20 typed 8.5"X 11" pages, or fewer, on white bond paper of at least 20-pound weight single sided (excluding cover letter and attachments. You may attach a firm brochure if you wish, but it must be as a separate attachment and independent from the required elements noted above. i a 1. Use a conventional typeface with a minimum font size of 12 points. Use a 1" margin on all boarders. { 2. Organize your submittal in the order described above. l Page 3 of 9 June 2017 1 I 'i City of Vernon [Insert Title] Request for Proposals 3. Prominently label the package: "[Insert RFP Title]"and include the name of the primary contact for the respondent. Deliver the response to: City of Vernon Attention: [Insert department head name and title] 4305 Santa Fe Avenue Vernon, CA 90058 4. Responses are due on or before 5:00 p.m. on , 20_. Late response will not be accepted. 5. If you have any questions about this RFP, please contact [insert contact person]at(323) 583-8811 ext. Please note that any questions asked and any response provided by Vernon will be sent to every person who will be submitting a proposal, to the extent the City is aware of them. B. Cover Letter:All proposals shall include a cover letter which states that the proposal shall remain valid for a period of not less than ninety (90) days from the date of t submittal. If the proposal contemplates the use of sub-contractors, the sub- contractors shall be identified in the cover letter. If the proposal is submitted by a business entity, the cover letter shall be signed by an officer authorized to contractually bind the business entity. With respect to the business entity, the cover letter shall also include: the identification of the business entity, including the name, address and telephone number of the business entity; and the name, title, address and telephone number of a contact person during the proposal evaluation period. I C. Introduction: Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget. I D. General Scope of Work: Briefly summarize the scope of work as the proposer i perceives or envisions it for each Service Area proposed. f E. Work Plan: Present concepts for conducting the work plan and interrelationship of all projects. Define the scope of each task including the depth and scope of analysis or research proposed. F. Fees and costs: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may ' not be conducted with the proposer; therefore,the proposal submitted should contain the proposer's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" 3 amounts per item. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate j to the City than the comparable rate is grounds for disqualification of the Proposer. i Page 4 of 9 June 2017 I City of Vernon [Insert Title] Request for Proposals G. Ability of the Proposer to Perform: Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s). Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The selected firm shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. H. Affidavit of Non-Collusion. Proposer must submit a completed and signed, "Affidavit of Non-Collusion." (Copy attached as Exhibit A). i 7. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, amendments, F and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred I manner of communications is via e-mail due to its timeliness. I I 8. CONDITIONS FOR RESPONSES TO RFP I The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual i relationship between the respondent and the City. B. This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. 1 I C. The City shall not be liable for any expenses incurred by any individual or organization in connection with this RFP. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of City shall not be considered binding. i E. The City reserves the right, in its sole discretion, to accept or reject 1 3 E 1 Page 5 of 9 June 2017 City of Vernon [Insert Title] Request for Proposals any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source. F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the City. 9. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. 10. LIVING WAGE ORDINANCE rAND PREVAILING WAGE WHERE APPLICABLEI IF PREVAILING WAGES DOES NOT APPLY MAKE SURE TO REMOVE HIGHLIGHTED LANGUAGE BELOW PRIOR TO SUBMITTING RFP FOR APPROVAL. The selected [contractor/consultant] shall pay qualifying employees a wage of not less than $10.30 per hour with health benefits, or$11.55 per hour without health benefits. The [contractor/consultant] shall also provide qualifying employees at least G twelve days off per year for sick leave, vacation or personnel necessity, and an additional ten days a year of uncompensated time for sick leave. There shall be a prohibition on an employer retaliation against an employee's complaining to the City with regard to the employer's compliance with the living wage ordinance. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage Standards are set forth in Exhibit "D" of the standard form contract, attached hereto as Exhibit B. Upon the City's request, certified payroll records shall promptly be provided to the City. [FOR PUBLIC WORKS AND RELATED CONTRACTS THE FOLLOWING PROVISIONS MUST BE ADDED] The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related re ulations, a ply to all City contracts. In addition, the selected WA and/or any subcontractor must be currently registered and qualified (including payment of any required fee)with the State Department of Industrial j Relations pursuant to Labor Code section 1725.5 (with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)). This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. If Living Wage Provisions and Prevailing Wage provisions should both apply to this Contract, Contractor and all of its Subcontractors shall pay the higher of the applicable wages to the extent required by law. a a Page 6 of 9 1 June 2017 City of Vernon [Insert Title] Request for Proposals 11. STANDARD TERMS AND CONDITIONS Prior to the award of any work hereunder, City and proposer shall enter into the written contract for services attached hereto as Exhibit B. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the Contract. The term of the Contract shall not exceed three (3) years. is { 'i i i i I i 1 a j Page 7 of 9 June 2017 City of Vernon [Insert Title] Request for Proposals EXHIBIT A AFFIDAVIT OF NON-COLLUSION i i u r i i 1 tPage 8 of 9 June 2017 i i City of Vernon [Insert Title] Request for Proposals EXHIBIT B STANDARD FORM CONTRACT r l E S f i { { 3 {{jt 3 t Page 9 of 9 June 2017 4 9r xt t ft R >. i i 6� t } ,�\ }{y 4 f s� I 1� 3 1, %i 1 { �l� }'� �s �I� t X`�� t t 1 i i t� iii t t 1 1 i t t r a 1 1 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] COVER PAGE Contractor: [insert name of contractor] Responsible Principal of Contractor: [insert name, title] Notice Information - Contractor: [insert name of contractor] [insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: [insert department head] [insert department head title] Telephone: (323) 583-8811 ext. [insert] r Facsimile: [insert fax number] r Commencement Date: [insert commencement date] Termination Date: [insert termination date] i Consideration: Total not to exceed $[insert amount] (includes all applicable sales tax); and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 10.20 ti r 1 a I i i June 2017 i SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in] corporation ("Contractor"). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on 2.0 SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set forth in the Request for Proposals dated Exhibit "A", and Contractor's proposal to the City ("Proposal") dated Exhibit "B", both of which are attached to and incorporated into this Contract, by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own } expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or j by City-approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services 1 { and shall be subject to approval by the City. 4.0 TERM. MUST SELECT AN ALTERNATIVE AND REMOVE THE LANGUAGE 1 OF ALTERNATIVE NOT SELECTED. [Alternative 1, for services where there is a a 1 2 June 2017 i i 7 deliverable or specific schedule set forth in the specifications/RFP or in the bid/proposal]. The Contractor shall commence the delivery of services on receipt of a written notice to proceed and shall complete the services on the schedule set forth in Exhibit [Alternative 2, for services of a continuing nature]. The term of this Contract shall commence on [state date], and it shall continue until [state date which may not be more than ji three years from the commencement date], unless terminated at an earlier date pursuant to j the provisions thereof. >' 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vernon which are r comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of s the services, the City will pay Contractor in accordance with the payment schedule set forth in l t Exhibit "C" attached hereto and incorporated herein by reference. 5.2 Contractor's grand total compensation for the entire term of this Contract, including change orders, shall not exceed [state amount] without the prior authorization of the City Council and written amendment of this Contract. i l 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and f incidental labor, material, supplies, facilities, equipment, and transportation which may be a I required for furnishing services pursuant to this Contract. Materials shall be of the highest f quality. The above Contract fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 5.4 City shall reimburse Contractor only for those costs or expenses a specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor: 5.4.1 The actual costs of subcontractors for performance of any of the g r i i 3 June 2017 services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 5.4.2 Approved reproduction charges. 5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, "extra work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit "C," if the extra work has been approved by the City. 5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor's sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement. 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable { expenses incurred and any extra work performed. a 6.3 Contractor shall also submit a progress report with each invoice that I { 4 June 2017 1 describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice. 7.0 CHANGE ORDERS. MUST SELECT AN ALTERNATIVE AND REMOVE THE LANGUAGE OF ALTERNATIVE NOT SELECTED. [alternative A] There is no change order authorityprovided in this Contract. alternative B The Director of the Department of [identify p p [ ] [ fY department] shall have the authority to issue change orders for administrative and non-material changes to the scope of services and to the time for performance as long as the change orders do not increase the compensation due to Contractor under this Contract and as long as the time is not extended beyond three years. The City Administrator, shall have the authority to issue administrative change orders to increase the compensation due to Contractor under this Contract, but the combined total amount of such change orders shall not exceed [insert �I a amount]. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's r services. i 9.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants, and other staff at all reasonable times. 9.1 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, I employees and agents against, and will hold and save each of them harmless from, any and all 5 June 2017 I actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, 4 elected officials, agents or employees. 9.2 INSURANCE. [TO BE COMPLETED BY FINANCE] i 10.0 GENERAL TERMS AND CONDITIONS. 10.1 INDEPENDENT CONTRACTOR. 10.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Contract, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Z 10.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be i considered employees of the City, and that they shall not be entitled to any of the benefits or { 1 6 June 2017 i 1 rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 10.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act } on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 10.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be a authorized in writing by the City. 10.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness. 10.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its i work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct 1 i 7 June 2017 i i the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 10.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements i shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. i 10.7 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns. 10.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties from their obligations or otherwise constitute a novation. i 10.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom. i 10.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable { attorney's fees, costs, and necessary disbursements in addition to any other relief to which such 1 $ June 2017 i I party may be entitled. 10.11 INTERPRETATION. 10.11.1 Applicable Law. This Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof. 10.11.2 Entire Agreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral). 10.11.3 Written Amendment. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 10.11.4 Severability. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 10.11.5 Order of Precedence. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of E the City's Request for Proposals shall control over the Contractor's Proposal. 10.11.8 Duplicate Originals. There shall be two (2)fully signed t copies of this Contract, each of which shall be deemed an original. i i 9 � June 2017 10.11.9 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 10.12 TIME OF ESSENCE. Time is strictly of the essence of this contract and each and every covenant, term, and provision hereof. 10.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 10.14 ARBITRATION OF DISPUTES. Any dispute for under$25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of ' any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 10.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: 4305 Santa Fe Avenue i Vernon, CA 90058 'z i 10 June 2017 I If to the Contractor: Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 10.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement. i 10.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. i 10.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall F terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing 11 June 2017 fr 1 1 that non-performance or delay will apply to this Contract as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Contract. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the city may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. 10.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the f terminating party of further liability or responsibility under this Contract, including the payment of F money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of(1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 10.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 10.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Contract. 12 June 2017 The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead. 10.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law. 10.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be r a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 10.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar i week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1Y2 times the basic rate of pay. 1 10.24 LIVING WAGES [AND PREVAILING WAGES WHERE APPLICABLEI. IF PREVAILING WAGES DOES NOT APPLY MAKE SURE TO REMOVE HIGHLIGHTED I LANGUAGE BELOW PRIOR TO SUBMITTING FOR APPROVAL. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage r 3 I { 13 June 2017 i t Standards are set forth in Exhibit "D". Upon the City's request, certified payroll records shall promptly be provided to the City. [FOR PUBLIC WORKS AND RELATED CONTRACTS THE FOLLOWING PROVISIONS MUST BE ADDED] The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, '! apply to all City contracts. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee)with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. If Living Wage Provisions and Prevailing Wage provisions should both apply to this Contract, Contractor and all of its Subcontractors shall pay the higher of the applicable wages to the extent required by law. 7 10.25 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Contract, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure s that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal i Employment Opportunity Practices provisions as set forth in Exhibit "E". f [Signatures Begin on Next Page]. t i F i i 3 i 3 € i d £9 S i 14 June 2017 i IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Commencement Date stated on the cover page. City of Vernon, a California charter City [CONTRACTOR'S NAME, a [State and California municipal corporation incorporated in] corporation By: By: [Insert Name and Title] Name: Title: ATTEST: By: Maria E. Ayala, City Clerk Name: Title: APPROVED AS TO FORM: Hema Patel, City Attorney 1 i { 1 i 15 June 2017 EXHIBIT A REQUEST FOR PROPOSALS i i i a I I a 1 a ?i 16 June 2017 1 I EXHIBIT B PROPOSAL n 1 i r i i i t 17 June 2017 ti i �XH�g�1 c SGNE�U`E F, V5 n.t \l S� `8 Joe Zp17 1$ 1 ,v 1 EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or$11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. i r 3 1 a i 9 June 2017 1 EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the r performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. ti I� i I i i. 1 1 r I i, I i i 1 )J 7 7 7 i 20 June 2017 "a ''z, `,, -��T o �-��. E } �, �3 �� MASTER ENCROACHMENT AGREEMENT NO._ MASTER ENCROACHMENT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND FOR THE CONSTRUCTION, INSTALLATION, MAINTENANCE,AND OPERATION OF TELECOMMUNICATIONS NETWORK FACILITIES WITHIN THE PUBLIC RIGHT-OF-WAY This Master Encroachment Agreement for the Construction, Installation, Maintenance and Operation of Telecommunications Network Facilities Within the Public Right-of-Way ("Agreement") is entered into effective as of[insert date] ("Effective Date") between the CITY OF VERNON, a California chartered City and municipal corporation of the State of California (the "City") and a [INSERT STATE OF INCORPORATION OR ORGANIZATION] [INSERT CORPORATE FORM] ("Permittee" and together with City, the "Parties"and each, a'Party"). NOW THEREFORE, the Parties do hereby agree to the following terms and conditions: RECITALS WHEREAS, Permittee is a [INSERT CORPORATE FORM AS NOTED ABOVE], duly >' organized and existing under the laws of the State of [insert state] and authorized by the Public Utilities Commission of the State of California ("PUC") under its Certificate of Public Convenience and Necessity (No. ) ("CPCN") to provide resold and full facilities-based local exchange telecommunications services; and ti i € WHEREAS, Permittee seeks the City's permission to construct, install, and maintain a comprehensive network of Telecommunications Network Facilities (as defined herein) within the x City's Public Right-of-Way (as defined herein)within the City, which work is within the scope of Permittee's CPCN. WHEREAS, City has the authority to regulate the terms and conditions for the use of the Public Right-of-Way for the construction, installation, maintenance, and operation of Telecommunications Network Facilities by telecommunications and video service providers through the issuance of Permits (as defined herein) and the authority to impose permit and other fees on Permittee in connection with its placement of Telecommunications Network Facilities in the Public Right-of-Way. WHEREAS, the purpose of this Agreement is to provide the general framework within which Permittee will apply for necessary Permits and install, move, and/or remove Telecommunications Network Facilities within the Public Right-of-Way within the corporate limits of the City. WHEREAS, Permittee has already obtained encroachment permits from the City to perform Work installing its Telecommunications Network Facilities in, among other places, the Public Right-of-Way—namely, Permit Nos. (the "Prior Permits"). Work under all of the Prior Permits has been completed. To the extent such Work was done within the City's Public Page 1 of 17 1 Right-of-Way, the Parties intend for this Agreement to apply retroactively to such Work to the greatest extent possible. WHEREAS, Permittee has further obtained more encroachment permits from the City to perform Work installing its Facilities in, among other places, the Public Right-of-Way—namely, Permit Nos. (the "Pending Permits"). Work under all of the Pending Permits has not yet been completed and has been voluntarily halted until the Agreement has been fully executed. WHEREAS, Permittee has not submitted a detailed master plan to the City, showing comprehensively and in detail all of the locations in the City where it intends to install its Facilities. NOW,THEREFORE, in consideration of the recitals and the mutual promises contained herein, the Parties agree as follows: DEFINITIONS City—Means the City of Vernon, a California chartered City and municipal corporation of the State of California, and includes the duly elected or appointed officers, agents, employees, and volunteers of the City of Vernon, individually or collectively. Telecommunications Network Facilities or Facilities — Means, without limitation, antennas, fiber optic cables, wires, lines, conduits, converters, splice boxes, cabinets, handholes, 1 manholes, vaults, equipment or facilities, drains, surface location markers, waveguides, poles, towers, conductors, ducts, conduits, vaults, amplifiers, appliances, pedestals, or other associated conductors, converters, and related hardware, appurtenances, and related facilities to be used by Permittee to provide service or to be located by Permittee in any Public Right-of-Way of the City and used or be useful for the transmission of Telecommunications Services — all as described in more detail in any and all Permits. Laws — Means any order, certificate, judicial decision, statute, constitution, ordinance, resolution,rule,tariff,administrative order,or other requirement of any municipality,county,state, federal, or other agency having joint or several jurisdiction over the parties to this Agreement, in effect either at the time of execution of this Agreement or at any time during the location of the Facilities in the Public Right-of-Way including, without limitation, any regulation or order of an official entity or body. A reference to "Laws" shall include, without limitation, any lawful provision of the Vernon Municipal Code ("VMC") or any other City ordinance, resolution or regulation. Encroachment Code — Means the Code of the City of Vernon, Chapter 22, Article VI (Encroachments), Sec. 22.28 et seq., as may be amended from time to time. Permit — Means an individual encroachment permit, in substantially the same form as attached hereto as Exhibit A, obtained by Permittee from the City pursuant to an application filed in accordance with the requirements of the Encroachment Code. The term includes Prior Permits and Pending Permits as defined in the Recitals to this Agreement. The term does not include Page 2 of 17 permits, agreements or other authorizations required to occupy City Property. Permittee — Means the Permittee named in the Preamble and its lawful successors or permitted assigns. Public Right-of-Way — Means the surface, the air space above the surface, and the area below the surface of the public streets, roads, sidewalks, lanes, courts, ways, alleys, boulevards, and similar places as the same now or may thereafter exist that are owned or controlled by the City,are dedicated to the use of the general public for street purposes,and are under the jurisdiction of the City. This term shall not include any property owned by any person or agency other than the City, except as provided by applicable Laws or pursuant to an agreement between the City and any person. This term shall not include any City Property. City Property—Means any City-owned buildings, land or other property located outside of the Public Right-of-Way, and any City-owned infrastructure located within the Public Right- of-Way, including, without limitation utility poles, traffic light poles, wires, fiber-optic strands, conduit and street light poles. J i Telecommunications Services — Means services that Permittee is authorized to offer and/or provide through the Telecommunications Network Facilities pursuant to its CPCN and PUC ? decisions pertaining to telecommunications. Video Services — Means services provided pursuant to any applicable California Video Franchise Certificate issued by the PUC pursuant to the Digital Infrastructure and Video S f Competition Act and PUC decisions pertaining to video services, and in compliance with Chapter c 15 of the VMC. 1. Limitations and Restrictions of Permit. 1.1 Subject to the provisions of this Agreement and all applicable Laws, City hereby allows Permittee and its employees, contractors, subcontractors, agents, representatives and permitted assigns to encroach upon City's Public Right-of-Way for the purpose of construction, installation,maintenance,location,movement,operation,placement,protection,reconstruction, reinstallation, relocation,removal, repair and replacement of the Telecommunications Network Facilities as described and shown in any applicable Permit, which by this reference is incorporated herein(the "Work"). Permittee hereby certifies that the descriptions and drawings submitted to the City to obtain any and all Permits are true, complete and accurate. This permission granted under this Agreement is not a permission to do any Work except as described in applicable Permits and is subject to the terms and conditions set forth in the Encroachment Code including but not limited to the requirement for prior review and approval of the City of each Permit, and the acceptance hereof shall evidence Permittee's agreement to all terms and conditions of said Encroachment Code and the additional conditions contained herein. In the event of a contradiction, conflict or inconsistency between the terms of the Agreement and any Permit, the terms of the Permit shall govern the Work to be performed under such Permit. 1.2 Permittee provides Telecommunications Services in California. If Permittee is Page 3 of 17 authorized by the PUC to provide additional and/or alternative services, including but not limited to Video Services, and intends to offer such services to customers within the corporate limits of the City, Permittee shall give City as much advance written notice as practicable, up to and including three (3) months' prior notice, of its intent to change the service provided by way of the Telecommunications Network Facilities installed under this Agreement,and comply with the City's lawful requirements, including but not limited to Chapter 15 of the VMC. Permittee acknowledges that any expansion or changes in the regulatory authority over such services may, if mandated by law, require Permittee to enter into a new Agreement consistent with the requirements of a City ordinance regulating such services or the expansion or change in services, if such service changes fall under the lawful regulation,jurisdiction, and authority of City in accordance with Laws. 1.3 Permittee shall not commence any Work until Permittee has first obtained a permit ("Permit") to do so. Before Permittee shall be allowed to continue Work under the Pending Permits or be issued any new Permits, Permittee must submit: (i) a comprehensive master plan ("Master Plan") showing at a minimum the location and specific details (i.e., underground depth, above-ground height, etc.) of all Facilities presently installed within the City's limits and presently intended to be installed over the five-year period from the Effective Date; (ii)the appropriate documentation issued by the PUC,where applicable, showing that the intended Work under the specific Permit (or Pending Permit) is exempt from review under the California Environmental Quality Act ("CEQA"); and (iii) the Bond (as defined in Section 8). Within thirty(30) days of the end of each calendar year of the Term, Permittee shall provide an updated Master Plan,showing,to the extent applicable,any change to the Master Plan submitted in the prior calendar year. Permit applications and accompanying fees must be submitted and paid, respectively, in accordance with the provisions of City's policies, procedures, and rules. 1.4 Permittee is hereby given notice of existing state law, Sec. 4215 et seq., Chapter 3.1, Division 5, Title 1 of the Government Code, as amended by A.B. 73, effective January 1, 1990, which requires owners of underground facilities to join a regional notification center, e.g. Underground Service Alert ("USA"), which requires contractors to contact such a regional notification center prior to excavation; requires facility owners to mark their underground facilities when notified; and sets civil penalties for failure to comply therewith. Prior to construction, Permittee shall contact USA to verify the location of existing underground facilities. 1.5 Except as permitted by applicable Laws or this Agreement, in the performance and exercise of its rights and obligations under this Agreement, Permittee shall not interfere in any manner with the existence and operation of any and all public and private rights-of-way, sanitary sewers,water mains, storm drains,gas mains,poles,overhead and underground electric and telephone wires, streetlamps,traffic signals,cable television,and other telecommunications, utility, and municipal property without the approval of the owner(s) of the affected property or properties. In addition, and notwithstanding the foregoing, Permittee may not, without prior approval from the City, install any Facilities underneath any City sidewalk that runs parallel to a curb. 1.6 This Agreement is not a grant by the City of any property interest but is made subject and subordinate to the prior and continuing right of the City to use all the Public Right- i j Page 4 of 17 i i a of-Way in the performance of its duties, including, but not limited to, public use as a street and for the purpose of laying, installing, maintaining,repairing,protecting,replacing, and removing sanitary sewers,water mains,storm drains, gas mains,poles,overhead and underground electric and telephone wires, streetlamps,traffic signals,cable television,and other utility and municipal uses together with appurtenances thereof and with right of ingress and egress, along, over, across, and in said Public Right-of-Way. The preceding sentence shall not be construed to give City the right to damage or destroy Permittee's Telecommunications Network Facilities. 1.7 This Agreement is made subject to all easements, restrictions, conditions, covenants, encumbrances, and claims of title which may affect the Public Right-of-Way which are recorded in the public record or of which City notifies Permittee in writing on or before the date of this Agreement, and it is understood that Permittee, at its own cost and expense, shall obtain such permission as may be necessary and consistent with any other existing rights. Notwithstanding the foregoing, no reference herein to a"Public Right-of-Way" shall be deemed to be a representation or guarantee by City that its interest or other rights to control the use of such property is sufficient to permit its use for such purposes, and Permittee shall be deemed to gain only those rights to use as are properly in City and as City may have the undisputed right and power to give. 1.8 The construction, installation, operation, maintenance, and removal of said Telecommunications Network Facilities shall be accomplished without cost or expense to City subj ect to reasonable approval of City in such a manner as not to endanger personnel or property, or unreasonably obstruct travel on any road, walk, or other access thereon within said Public Right-of-Way. 1.9 Term and Extension. The term of this Agreement shall commence as of the k Effective Date, and shall continue until the earlier of(a) ten(10)years (the "Term") or(b) such time as the Agreement is terminated by either Party pursuant to the termination procedures set forth below in Section 7 of this Agreement. Not less than thirty (30) days prior to the expiration of the Term (unless earlier terminated pursuant to Section 7), either Party may provide written notice seeking to re-negotiate any provision of this Agreement or provide written notice to the other Party of non-renewal of the Agreement. If the Parties are re-negotiating the Agreement in good faith but cannot come to agreement prior to expiration of the Term, the Agreement shall expire on its own terms unless the Parties agree in writing to extend the Agreement as currently executed for an additional maximum period of one hundred eighty (180) days (the "Status Quo Extended Term"). If negotiations are not concluded and the Parties do not come to terms on a new agreement by the expiration of the Status Quo Extended Term, the Agreement shall expire and be terminated by its own terms. If the Parties come to terms on a new agreement prior to expiration of the Status Quo Extended Term, but the City is unable to obtain City Council approval prior to such expiration, the Status Quo Extended Term shall be extended to the date of City Council action on the new agreement, after which date, if City Council has approved the new agreement, it shall become effective. If neither Party provides written notice seeking to re- negotiate the Agreement or seeking non-renewal prior to the expiration of the Term pursuant to the terms of this Section 1.9,the Term of the Agreement shall automatically be extended for one additional period of five(5)years,and all other provisions of this Agreement shall remain intact. i { Page 5 of 17 a i 2. No Interests in City Property or Public Right-of-Way. 2.1 No Right, Title or Interest. The permission granted hereunder shall not in any event constitute an easement on or an encumbrance against City Property or against the Public Right-of-Way. No right, title or interest (including franchise interest) in the Public Right-of- Way, or any part thereof, shall vest or accrue in Permittee by reason of this Agreement or the issuance of any Permit or exercise of any privilege given thereby. 2.2 Possessory Interest.The Parties agree that no possessory interest is created by this Agreement. However, to the extent that a possessory interest is deemed created by a governmental entity with taxation authority, Permittee acknowledges that City has given to Permittee notice pursuant to California Revenue and Taxation Code Section 107.6 that the use or occupancy of any public property pursuant to this Agreement may create a possessory interest which may be subject to the payment of property taxes levied upon such interest.Permittee shall be solely liable for, and shall pay and discharge prior to delinquency, any and all possessory interact taxes or other taxes levied against Permittee's right to possession, occupancy, or use of any public property pursuant to any right of possession, occupancy, or use created by this Agreement. 3. Compliance with All Laws. Permittee shall comply with all applicable federal, state and local laws at all times including but not limited to those issued by City and including but not limited to the Utility Users' Tax Ordinance of the City of Vernon, Chapter 5,Article VIII of the VMC.No repair or construction shall be performed except in accordance with the provisions of the Code pertaining to encroachments to the extent they are not in conflict with any paramount authority of the State or Federal Government. 4. Reservation of Rights. The City's agreement hereto is not a waiver of and is without prejudice to any right City 4 may have under law to regulate, tax or impose fees or charges on Permittee (including, but not limited to fees or charges for attaching Facilities to City Property—whether such is in the Public Right-of-Way or not—and using City-generated power) or any right Permittee may have under the law to provide services through the Telecommunications Network Facilities pursuant to state or federal laws, rules or regulations, including but not limited to Public Utilities Code sections 7901 and 7901.1, Government Code section 65964.1 and section 253(c) of the t Telecommunications Act of 1996. Permittee shall be subject to any taxes, fees or charges that s the City lawfully imposes on the Telecommunications Network Facilities and Telecommunications Services in the future.Nothing herein shall affect in any way City's power or right to impose or collect any tax or fee on users or providers of the services to be provided by Permittee. Nothing herein is intended to impose regulations or conditions on Permittee that k City is preempted from imposing by state or federal laws. 5. Work Standards; Repairs. 5.1 The Work shall be done in a good and skillful manner, subject to the supervision and reasonable satisfaction of City. Permittee's representative shall be physically present at any Page 6 of 17 s construction site at all times that construction or excavation is being conducted under this Agreement. Permittee's Work shall comply with all standards imposed by City law and be conducted with the least possible hindrance or interference to the Public Right-of-Way and City Property. 5.2 Permittee shall be responsible for any damage to City street pavements, existing utilities,curbs, gutters, sidewalks or to any private property or improvements,including but not limited to subsidence, cracking, erosion, collapse, weakening, or loss of lateral support, to the extent attributable to its installation, maintenance,repair or removal of its Telecommunications 5 Network Facilities in Public Right-of-Way and shall repair,replace and restore in kind any such damaged facilities at its sole expense and to the satisfaction of City. 5.3 If Public Right-of-Way to be used by Permittee has preexisting installation(s) placed in said Right-of-Way, Permittee shall assume the responsibility to verify the location of the preexisting installation and notify City and any third party of Permittee's proposed installation. The cost of any work required of such third party or City to provide adequate space or required clearance to accommodate Permittee's installation shall be borne solely by Permittee. 5.4 Permittee shall be responsible for ensuring that the Work of employees, contractors, subcontractors, agents, representatives and permitted assigns is performed consistent with this Agreement and applicable Laws, and shall be responsible for all acts or omissions of such third parties including responsibility for promptly correcting acts or omissions. Permittee shall implement a quality control program to ensure that the Work is properly performed. This section is not meant to alter tort liability of Permittee to third parties. j 6. Removal, Relocation and Abandonment. 1 6.1 Subject to the provisions of this Section 6, Permittee shall at its sole expense and without cost or expense to City, properly remove, relocate and/or abandon (in accordance with Section 6.6) any or all of the Telecommunications Network Facilities installed, used, and ` maintained under this Agreement if and when such Facilities may be deemed by City to be detrimental to the public health, safety, or welfare; are in conflict vertically and/or horizontally with any proposed City installation; interfere with any City construction project; or must be removed, relocated and/or abandoned due to any abandonment, change of grade, alignment or width of any street, sidewalk or other public facility by the City or other public agency,including the construction, maintenance, or operation of any other City underground or aboveground facilities including but not limited to any sewer,storm drain,conduits,streetlamps,traffic signals, G ti gas, water, electric or other utility system, or pipes owned by City or any other public agency; r provided, however, that Permittee shall not be required to bear the expense of a removal, relocation or abandonment requested under this Section 6.1 on behalf of, or for the benefit of, any private party unaffiliated with either Party. 6.2 If Permittee is required to remove,relocate or abandon(in accordance with Section I 6.6) its Facilities pursuant to Section 6.1, City shall reasonably cooperate with Permittee to 3 determine a mutually acceptable location on Public Right-of-Way where Permittee may relocate 1 Page 7 of 17 said Facilities. In the event Permittee relocates the Facilities to a new location as set forth in this Section 6.2,the terms of this Agreement will apply to the Work at the relocated Facilities unless the Parties agree otherwise.Permittee will be required to apply for a new Permit to conduct Work to relocate and re-install Facilities in the new location,the approval of which Permit shall not be unreasonably withheld. If the removal or relocation is caused by the City, then any Permit fees associated with such application shall be waived. 6.3 If Permittee is required to remove, relocate or abandon its Facilities pursuant to Section 6.1, such removal, relocation or abandonment(in accordance with Section 6.6) shall be completed within ninety (90) days of written notice delivered by City unless exigencies dictate a shorter period for removal,relocation and/or abandonment, and such shorter period is stated in the written request (the "RRA Notice Period"). The RRA Notice Period shall be no less than thirty (30) days, subject to permitting and agency approvals. 6.4 If removal or relocation cannot reasonably be accomplished within the RRA Notice Period or the Parties agree in writing to a period longer than the RRA Notice Period,then Permittee shall commence such removal or relocation within the RRA Notice Period and sthereafter continue the same diligently until completion thereof. 3 6.5 If Permittee has not complied with such written request for removal, relocation or abandonment within the RRA Notice Period or executed a written agreement to extend the RRA Notice Period within the RRA Notice Period, then, on the first business day immediately following the last day of the RRA Notice Period, City may cause the removal, relocation or abandoning work to be done at Permittee's sole cost and expense and, in the case of relocation, f may use its sole discretion to determine a new location for the Facilities. Under such { circumstances, City shall only be obligated to perform such work in a manner consistent with the standard practices of City in performing street work and construction. City shall not be j obligated to repair or replace any materials or improvements in a form or manner consistent with any applicable Permit or any plans and specifications submitted by Permittee, and City shall not be responsible for any damages whatsoever to Permittee as a result of City performing such work, unless City performs such work in a grossly negligent or reckless manner. 6.6 If any portions of the Facilities covered under this Agreement are no longer used by Permittee, or are abandoned for a period in excess of one (1) year,Permittee shall notify City and shall either promptly vacate and remove the Facilities at its own expense or, with City's permission,may abandon some or all the Facilities in place.After such removal or abandonment, Permittee shall have no further obligations to the City and no further rights to the Facilities. Under such circumstances, Permittee shall cooperate in good faith to execute any documents necessary to convey title to the Facilities to the City. 6.7 In the event Permittee removes,relocates or abandons its Facilities or any portion thereof, it shall be so completed consistent with all requirements of the Vernon Municipal Code as it may be amended from time to time, including but not limited to Encroachment Code sections 22.37-2 and 22.77. Should Permittee remove the Facilities from the Public Right-of- Way, Permittee shall, within ten (10) days after such removal, give notice thereof to City Page 8 of 17 3 specifying the Public Right-of-Way affected and the location thereof as well as the date of removal. Before proceeding with removal or relocation work, Permittee shall obtain a Permit from the City. 7. Termination,Default and Remedies. 7.1 Permittee may terminate any and all Permits at any time for cause or for no cause at all, and the City may terminate any and all Permits for cause only, by delivering thirty (30) days' written notice of said termination to the other Party. Such termination by Permittee shall not relieve it of any obligation to the City regarding any existing breach of any Permit or this Agreement. 7.2 Within ninety (90) days after termination pursuant to Sections 7.1 or 7.4, Permittee shall remove its Facilities from the Public Right-of-Way and repair and restore such Right-of-Way to ameliorate all effects caused by such removal, except that Permittee shall not be responsible for damage resulting from normal wear and tear, acts of God, and natural disasters. Notwithstanding such termination, Permittee's obligations under the following sections of this Agreement shall survive the termination of this Agreement: Sections 3, 5.3, 6.7, and 7.8. 7.3 In the event that Permittee fails to use the Public Right-of-Way under this Agreement and any Permit for a consecutive period of six (6) months from the Effective Date, regardless of whether such Facilities have been installed, the City may notify Permittee in writing of its intent to terminate the Agreement and any Permit due to abandonment.If Permittee ij does not respond to said notice within thirty (30) days of delivery, the City shall have the right, u at its sole discretion, to declare this Agreement and any Permit terminated by abandonment. 7.4 In the event Permittee defaults,or fails to keep,fulfill or perform any of the terms or conditions of this Agreement or any Permit and fails to remedy such default within forty five (45)days after delivery of written notice from the City of such default or failure,or, if such cure cannot reasonably be completed within said forty five (45) days, Permittee fails to commence such cure and thereafter diligently continue to cure the default until completion thereof,the City may provide written notice of termination of this Agreement and any and all Permits. Upon such termination,this Agreement and any and all Permits shall be cancelled,and all of the rights and privileges of Permittee under the Agreement and any Permit shall be deemed surrendered. 7.5 Notwithstanding the notice and cure periods set forth in Sections 6.3, 6.6, 7.3 and 7.4, in the event that the City finds that the Telecommunications Network System poses an imminent threat to the public health, welfare and safety, the City shall so notify Permittee in writing and may, without providing Permittee an opportunity to cure, take immediate steps to mitigate the threat, including but not limited to removal and relocation of the Facilities, the reasonable and documented cost of such work to be borne solely by Permittee.The Parties agree to attempt in good faith to work cooperatively with one another to neutralize and mitigate any threat to public health welfare and safety caused b or exacerbated b the Facilities. � A � Y Y Y { 7.6 Failure on the part of any Party to comply with the terms and conditions of this Page 9 of 17 i t Agreement, including but without limitation Permittee's representation that the CPCN is valid and has not been terminated,revoked or abandoned,and the Work and operation of the Facilities is within the scope of the CPCN, shall constitute a default and material breach of this Agreement. Each Party shall be entitled to exercise all rights and remedies in the event of a breach, including, in the case of a default and material breach by Permittee, the City's right, at its sole discretion, to withhold issuance of any new Permits and/or commence administrative enforcement proceedings against Permittee pursuant to Chapter 1 of the VMC. 7.7 Upon termination for any reason, the City may require Permittee to remove the Facilities and restore the Public Right-of-Way and City Property according to the requirements of the Permit and the Code. Under such circumstances, sections 6.5 and 6.7 shall apply. If, within ninety(90) days of termination,the Permittee does not remove the Facilities pursuant to section 7.2, the Facilities shall be deemed conveyed to the City and Permittee shall have no further obligation to remove, relocate, or maintain the Facilities and no further right to control or use the Facilities. Upon the Facilities being deemed so conveyed to the City, Permittee shall take all necessary steps, including but not limited to executing any necessary documents, to transfer ownership of the Facilities to the City. 7.8 Upon expiration or termination for any reason, Permittee shall remain liable for any amount due under the Agreement,which obligation to pay shall survive any termination of I, this Agreement. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to indemnification and any other provisions which by their nature should survive termination or expiration of this Agreement, shall so survive. f 8. Performance Bond. 4 e 8.1 Prior to issuance of the first Permit after the Effective Date, Permittee shall file with and shall thereafter at all times during the remaining term of this Agreement and any and ! all Permits keep on file with the City a performance bond, in a form that shall be reasonably approved by the City and under any and all circumstances in compliance with California Code of Civil Procedure Section 995.660(a),as it may be amended from time to time,naming the City as obligee in an amount equal to approximately one hundred percent(100%) of the total cost of removal of the Facilities, including but not limited to those Facilities already installed under the Prior Permits and the Pending Permits (as reasonably approved by the City and as may be I increased or decreased from time to time with approval of the City, the "Bond"), to guarantee and assure the faithful performance of Permittee's obligations under this Agreement. Within thirty(30) days of the end of each calendar year of the Term, Permittee shall, after consultation with City, increase the amount of the Bond by approximately one hundred percent (100%) of the total cost of removal of any added Facilities during the prior calendar year. The City shall have the right to draw against the Bond, only in the event of a default by Permittee that results in an unauthorized abandonment of the Facilities; provided that Permittee is first given written notice of any intent to draw against the Bond and an opportunity to cure, and only to the extent of the actual cost of removal of any Facilities that are abandoned by Permittee without the City's permission or otherwise not in accordance with Sections 6.5 and 6.6. Upon such withdrawal from the Bond,the City shall provide notice to Permittee of the amount withdrawn and the date thereof. Thirty (30) days after the City's delivery of notice of the Bond withdrawal authorized herein, Permittee shall deposit such further bond, or other security, as the City may require, Page 10 of 17 which is sufficient to meet the requirements of this Agreement. Any portion of the Bond that is not drawn upon by the City as reimbursement for actual costs of removal of the Facilities shall be released and refunded to Permittee upon written notice by the City to the surety and Permittee. 8.2 The Bond shall be accompanied by a power of attorney from the surety company authorizing the person executing the Bond to sign on behalf of the Permittee. If the Bond is executed outside the State of California, all copies of the Bond must be countersigned by a California representative of the surety. The signature of the Permittee's representative executing the Bond shall be acknowledged by a Notary Public as the signature of the person designated in the power of attorney. 9. Hold Harmless and Indemnification. 9.1 Permittee, for itself, its agents, contractors and employees, shall defend, indemnify and hold harmless the City, its duly elected and appointed officers, agents, employees, and representatives from and against any and all suits and causes of action, claims, charges, damages, demands,judgments, fines, costs and expenses including without limitation reasonable attorneys' fees, and penalties or losses of any kind or nature whatsoever, arising out of this Agreement and any Permit, except to the extent arising from the City's or its officers', agents', employees' or representatives' negligence, willful misconduct or criminal act. 9.2 This indemnification shall include without limitation: (1) claims for injury to or death of any person; (2)property damage; (3)performance or failure to perform the obligations under this Agreement and any Permit by Permittee, or its contractors, subcontractors, agents, employees, or other persons acting on Permittee's behalf, (4) the design, placement, maintenance, repair, or condition of the Facilities; (5) all claims, demands, damage, causes of action, proceedings, loss, liability, costs and expenses (including reasonable attorneys' fees) of any kind alleging injury to or death of persons or damage to public or private property including environmental damage that arises from or is directly attributable to,the Facilities or any release, remediation,and/or clean-up costs caused by any release of hazardous materials or contaminants from the Facilities during operations and/or after abandonment; and (6) all other claims of any nature whatsoever which may arise directly or indirectly from the Work,except and to the extent caused by the City's sole negligence, willful misconduct or criminal acts. 9.3 In the event that the City or any of its duly elected or appointed officers, agents, employees or representatives shall be made a party to any action due to Permittee's violation of this Agreement or any Permit or any federal, state or local laws including but not limited to Section 4 of this Agreement, Permittee shall indemnify, defend (with legal counsel acceptable to City) and hold the City harmless from any and all such claims. 9.4 Permittee, for itself and its successors and assigns, hereby waives all claims and causes of action, whether now existing or hereafter arising, against the City or its duly elected or appointed officers, agents, or employees, for damages, physical or otherwise, to any of the Facilities covered by this Agreement from any cause whatsoever. 1 Page 11 of 17 a 9.5 The provisions of this Section 9 shall apply regardless of whether the City prepared, supplied, or approved plans or specifications or inspected any of the Work or improvements installed and constructed pursuant to this Agreement and any Permit. 10. Limits of City Liability. 10.1 In no event shall the City be liable under any theory to Permittee for any damage to the Facilities caused by any excavation or work performed by any other persons or by City at or near the location of the Facilities. Neither Party shall be liable, under any theory, to the other Party, for any indirect, special punitive or consequential damages including, but not limited to, any claim for loss of services, lost revenue or profits or third-party damages. 10.2 Nothing in this Agreement shall be deemed to make the City or any officer or employee of the City responsible or liable to Permittee or any other person by reason of the City's approval of plans for the Work or by reason of any inspections of the Facilities conducted by the City, except and to the extent caused by the City's negligence, willful misconduct or criminal acts. 11. Insurance. 11.1 Permittee shall assume all responsibility for damages to property or injuries to persons, including accidental death, which may arise from or be caused by Permittee's performance under this Agreement and any Permit, or by anyone Permittee has directly or indirectly employed, and whether such damage or injury shall accrue or be discovered before or a after termination of this Agreement and Permit except and to the extent caused by the City's 'j negligence, willful misconduct or criminal acts. 7 11.2 Prior to the issuance of any Permit, Permittee shall be required to secure and keep in full force and effect at all times during the term of this Agreement and any Permit, a policy or policies of commercial general liability, automobile liability insurance and such other insurance as the City may from time to time require, written by a company or companies authorized to do zbusiness within the State of California and approved by the City,which reasonable approval may not be withheld. Said policies shall name the City of Vernon, its duly elected or appointed officers, agents, and employees as additional insureds, under the policies in the following amounts which may be adjusted from time to time to reflect changes of circumstances and the rate of inflation: s (a) Commercial General Liability Insurance in an amount of Two Million Dollars ($2,000,000) per occurrence combined single limit covering bodily injuries, including accidental death, to any one or more persons and property damage and (b) Automobile Liability Insurance endorsed for all owned and non-owned vehicles with a combined single limit of at least Two Million Dollars ($2,000,000) per occurrence for personal injuries, including accidental death,to any one or more persons; and for property damage. t Page 12 of 17 l 11.3 Claims made policies are not acceptable. When an umbrella or excess coverage is in effect, it must follow the form of or at least be as broad as the underlying coverage. 11.4 All policies shall contain a "Severability of Interest" clause and a "Primary Coverage"clause for any loss arising from or caused in whole by Permittee's performance under this Agreement and any Permit. In addition, all policies shall contain a statement of obligation on the carrier's part to notify the City at least thirty (30) days in advance of any policy cancellation by the insurer except for non-payment of premium, of coverage. 11.5 Prior to the issuance of any Permit and on an annual basis, Permittee shall furnish the City with a "certificate of insurance" and an "additional insured endorsement," both documents countersigned by the insurance carrier or its authorized representative. The countersigned certificate(s) or endorsement(s) (to the extent applicable), shall: (a) Contain the following information: (i) Policy number; (ii) Name of insurance company; (iii) Name, address and telephone number of the agent or authorized representative; (iv) Name and address of insured; (v) Project name and address; (vi) Policy expiration date; and (vii) Specific coverage amounts. (b) Include that The City of Vernon, its duly elected or appointed officers, agents, and employees are named as additional insureds under the policies required herein. This insurance is primary to the coverage of the City.Neither the City nor any of its insurers shall be required to contribute to any loss. The policies required herein contain a severability of interest clause. The issuing company shall deliver to the City thirty (30) days' advanced written notice of any policy cancellation by the insurer except for non-payment of premium. PERMITTEE SHALL FURNISH THE REQUIRED CERTIFICATES) OF INSURANCE AND ENDORSEMENT(S) BEFORE THE CITY ISSUES THE FIRST PERMIT AND EXECUTES THIS AGREEMENT. 11.6 Permittee shall secure and maintain at all times during the term of this Agreement workers' compensation and employer's liability insurance, as required by state law, but at least in an amount not less than One Million Dollars($1,000,000)per accident.Permittee shall furnish the City with a certificate showing proof of such coverage. I 11.7 In the event Permittee employs contractors or subcontractors as part of the Work covered by this Agreement,it shall be the responsibility of Permittee to ensure that all contractors 1 Page 13 of 17 I or subcontractors comply with substantially similar insurance requirements that are stated in this Agreement; provided, however, that under no circumstances shall any contractor or subcontractor have insurance policies with limits less than those required of Permittee under Sections 11.2(a), 11.2(b) and 11.6. 12. General Conditions. _ 12.1 Any right or power conferred, or duty imposed upon any officer, employee, department or commission of the City, shall be subject to transfer by operation of law to any other officer, employee, department or commission of the City. 12.2 Permittee agrees to keep its Telecommunications Network Facilities and the Public Right-of-Way in good and safe condition and free from any nuisance, to the reasonable satisfaction of the City. 12.3 The permission to use the Public Right-of-Way provided under this Agreement and any Permit is non-exclusive. The grant of any Permit or any of the terms or conditions contained herein shall not be construed to prevent the City from granting similar permits and/or licenses or any identical, similar or other type of license or franchise to use the Public Right-of- Way to any person, firm or corporation other than Permittee. 12.4 This Agreement and any Permit are not intended for any third party's benefit and cannot be enforced by any third party. 12.5 This Agreement and any and all Permits shall be governed by the laws of the State of California, without regard to its conflict of laws principles. 12.6 This Agreement and any and all Permits issued to Permittee contain the entire understanding between the Parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the Parties relating to the subject matter of this Agreement that are not fully expressed herein. This Agreement may not be amended except pursuant to a written instrument signed by all Parties. 12.7 No provision herein made for the purpose of securing performance of the terms and conditions of this Agreement and any Permit shall be deemed an exclusive remedy, or to afford the exclusive procedure for the enforcement of the Agreement's or any Permit's terms and conditions, but the remedies and procedures herein provided, in addition to those provided by law, shall be deemed to be cumulative. 12.8 No rights and duties under this Agreement or any Permit shall be assigned or delegated by Permittee without the prior written approval of the City, which approval shall not be unreasonably withheld. Notwithstanding any provision in this Agreement to the contrary, Permittee shall have the right to assign this Agreement without the City's consent to any parent, subsidiary, affiliate, or any person, firm, or corporation that shall control, be under the control of, or be under common control with Permittee, or to any entity into which Permittee may be merged or consolidated or which purchases all or substantially all of the assets of Permittee that Page 14 of 17 are subject to this Agreement;provided,however,that in the event of such assignment,Permittee shall provide within thirty(30)days of such assignment(a)written notice to the City,specifically identifying(i)the name of the assignee; (ii)its corporate form(e.g.,corporation, limited liability company, etc.); (iii) its place of incorporation or organization; (iv) its CPCN number; (v) the name, title, address, telephone number and e-mail address of the appropriate person for notice purposes if different from that set forth in Section 12.12 below; and (vi) the assignee's relationship to Permittee; (b) a copy of the assignee's CPCN; and (c) a copy of any document memorializing such assignment. To the extent Permittee desires to maintain the confidentiality of such document, the City will execute a separate confidentiality agreement. 12.9 A waiver by the City of any breach of any term, covenant, or condition contained in this Agreement and any Permit shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement or any other Permit whether of the same or different character. 12.10 If any action at law or in equity is brought to enforce or interpret the terms of this Agreement or of any Permit, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 12.11 If any one or more of the covenants or agreements or portions thereof provided in this Agreement or any Permit shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement or of any Permit. 12.12 All notices herein must be in writing and, unless otherwise provided herein, shall be deemed validly given on the date either personally delivered to the address indicated below, u or on the date of receipt if delivered by commercial express carrier (e.g., FedEx, DHL, etc.) as E confirmed by signature of the receiving Party, or on the third (3rd) business day following : deposit, postage prepaid, using certified mail, return receipt requested, in any U.S. Postal mailbox or at any U.S. Post Office. Should the City or Permittee have a change of address, the other Party shall immediately be notified in writing of such change,provided,however,that each address for notice must include a street address and not merely a post office box. All notices, demands or requests between the Parties shall be given to the other Party addressed as follows: City: City of Vernon Department of Public Works Attn: [Insert Director's Name], Director 4305 Santa Fe Avenue Vernon, CA 90058-1714 Phone: (323) 583-8811 Page 15 of 17 Permittee: [INSERT] Attn: Phone: [Signatures Begin on Next Page] i I t 4, s 2 7 a 3 i z {g d� 4, { Page 16 of 17 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date stated in the introductory clause. City of Vernon, a California charter City [INSERT PERMITTEE NAME], a [INSERT and California municipal corporation STATE AND CORPORATE FORM] By: BY [Insert Name and Title] Name: Title: ATTEST: By: Name: i Maria E. Ayala, City Clerk Title: i t APPROVED AS TO FORM: a I Hema Patel, City Attorney i i t l i j i Page 17 of 17 RECE1VF0 RECEIVED JUN 15 2417 - } JUN 12 2W CITY CLERK'S OFFICE CITY ADMINISTRATION STAFF REPORT of (0,—Iu 7 HUMAN RESOURCES DEPARTMENT DATE: June 20, 2017 TO: Honorable Mayor and City Council FROM: Carlos Fandino Jr.,City Administrator Originator: Michael A. Earl, Director of Human Resources RE: Approval of a Resolution Adopting an Amended and Restated Citywide Fringe Benefits and Salary Resolution in Accordance with Government Code Section 20636(b)(1) and Repealing All Resolutions in Conflict Therewith Recommendation It is recommended that the City Council: A. Find that approval of the attached resolution in this staff report is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment and therefore does not constitute a"project" as defined by CEQA Guidelines Section 15378; and B. Adopt the attached resolution amending and restating the Citywide Fringe Benefits and Salary Resolution, with a retroactive effective date of July 10, 2016, to reflect the following provisions: 1) Amend Exhibit A, Classification and Compensation Plan establishing the following new job descriptions and associated salary ranges: New Classification Titles Salary Grade Salary Range Buyer G23 $5,496 - S6,681 Fire Code Inspector, Senior G27 $6,681 - S8,121 2) Amend Exhibit A, Classification and Compensation Plan adopting the following revised job descriptions: Assistant Buyer Mechanic Page I of 5 Mechanic, Senior Mechanic, Lead Police Dispatcher Police Dispatcher, Lead 3) Amend Exhibit A, Classification and Compensation Plan by adjusting the following classification and compensation salary ranges as follows: Classification Title Total Current Salary Recommended Incumbents Ranae Salary Range Environmental S12ecialist 2 G24 G26 Facilities Maintenance Worker 2 G16 G18 Facilities Maintenance Worker, Senior 2 G 18 G20 Facilities Maintenance Worker, Lead 1 G22 G23 Police Dispatcher 7 G 19 G20 Police Dispatcher, Lead 1 G21 G23 Police Sergeant 1 7 PO30 PO31 4) Approving the recommended reclassification of single incumbents in certain classifications as follows: Current Classification Salary Reclassification Recommendation Salary Grade Grade Mechanic G 19 Mechanic, Senior G21 Assistant Engineer G25 Associate Engineer G29 Electrical Inspector G25 Electrical Inspector, Senior G27 Fire Code Inspector G25 I Fire Code Inspector, Senior G27 Mechanical & Plumbing Inspector G25 Mechanical & Plumbing Inspector, G27 Senior Purchasing Assistant G20 Buyer G23 5) Amend the Fringe Benefits and Salary Resolution, Subsection B of Section 7, Sick Leave to add clarifying language regarding the eligibility to use sick leave in accordance with the Healthy Workplace, Healthy Families Act of 2014. 6) Amend the Fringe Benefits and Salary Resolution, Subsection C of Section 11, Automobile Allowance and Reimbursement for Expenses to add the Police Sergeant assigned to detective duties as eligible for the provision of a City Vehicle and Fuel in accordance with current practice and the 2016 MOU negotiations between the City of Vernon and the VPOBA. Background Page 2 of 5 As part of the 2016 labor negotiations with the Teamsters, Local 911 and the Vernon Police Officers' Benefit Association (VPOBA) bargaining units, the City agreed to conduct classification and compensation reviews of certain classifications. The Human Resources Department conducted a review of 24 Teamsters represented classifications and the Police Sergeant classification represented by the VPOBA. As a result of this review process, staff is recommending City Council approval of the establishment of two new job descriptions and associated salary ranges; approval of revised job descriptions for six classifications; approval of salary adjustments for seven classifications; approval of the reclassification of certain single incumbents in five classifications; the addition of clarifying language regarding the eligibility for the use of sick leave in accordance with the Healthy Workplace, Healthy Families Act of 2014; and approval of adding language to the Fringe Benefit and Salary Resolution listing the Police Sergeant assigned to the Detective Division of the Police Department to the list of eligible classifications provided a city vehicle as specified above. Pursuant to the 2016 labor negotiations, these classification/compensation changes are retroactive to July 10, 2016. Establishment of New Job Descriptions As stated above, staff is recommending City Council approval of the establishment of two new job descriptions for the classifications of Buyer and Fire Code Inspector, Senior and approval of the associated salary ranges for these classifications. Currently, these two classifications do not exist in the City's Classification and Compensation Plan. As part of the classification and compensation studies conducted, staff is recommending that two employees be reclassified (details below under the heading of "Reclassifications") to these new classification titles. As such it is necessary to formally establish the job descriptions and salaries. Revised Job Descriptions Revisions to the existing job descriptions are being recommended as a result of the classification review process. Staff is recommending the current classification of Purchasing Assistant be retitled to Assistant Buyer. This change is recommended to reflect more current industry terminology and to align this series within the Finance Department and create a clear progression within this classification series. Changes in the Mechanic classification series including the Mechanic, Mechanic, Senior, and the Mechanic, Lead are recommended to more accurately reflect the duties performed and to update the language regarding certifications required and/or desired under the minimum qualifications. Revisions are also recommended to the job descriptions for the classifications of Police Dispatcher and Police Dispatcher, Lead to more accurately reflect the duties performed by the incumbent employees. Salary Range Adjustments Human Resources is recommending salary adjustments for seven classifications based on the market survey comparisons and consistent with the City's established Salary Plan Administration Policy including a basic pay policy that ideally sets compensation at the 75th percentile of the surveyed salary market. The salary range adjustments proposed will result in an increase of either 5%or 10%in the salaries for the specified classifications. Page 3 of 5 The classifications recommended for a 5% salary range adjustment include Facilities Maintenance Worker Lead, Police Dispatcher, and Police Sergeant. Classifications recommended for a 10% salary range adjustment include Environmental Specialist, Facilities Maintenance Worker, Facilities Maintenance Worker Senior, and Police Dispatcher Lead. These adjustments will affect a total of 22 employees who currently occupy these classifications. Reclassifications Human Resources staff received requests for reclassification from 9 employees in S classifications. Consistent with the City's Reclassification Policy, reclassification is defined as the reallocation of a position in one classification to a different classification as a result of a significant change in the duties, responsibilities, and/or qualification requirements of the position. Employee requesting reclassification complete a position description questionnaire which outlines the duties they perform. The request is routed through the appropriate Department Director who concurs or provides any additional clarification prior to submitting the information to Human Resources for review and analysis. A reclassification is typically recommended when the incumbent employee has been performing significantly different work or work at a different level of responsibility or complexity than is reflected in their current job description in excess of one year. Following review by Human Resources, recommendations are sent to the City Administrator for approval. As specified above, staff is recommending the following reclassifications: One Mechanic to Mechanic, Senior One Assistant Engineer to Associate Engineer One Electrical Inspector to Electrical Inspector, Senior One Fire Code Inspector to Fire Code Inspector, Senior(a proposed new classification) One Plumbing& Mechanical Inspector to Plumbing&Mechanical Inspector, Senior One Purchasing Assistant to Buyer(a proposed new classification) Sick Leave Senate Bill 3 signed by Governor Brown on April 4, 2016, amended the Healthy Workplace, Healthy Families Act of 2014. Human Resources is recommending the following language be added to the Fringe Benefits and Salary Resolution, Section 7, Sick Leave, B. "and shall be eligible to use accrued sick leave after satisfying a 90-day employment period." This will align our Sick Leave language with the most current updates to this leave law. Automobile Allowance As a result of the 2016 labor negotiations, the Police Department has provided a city-owned vehicle to the Police Sergeant assigned to the Detective Division who may take the assigned vehicle home in order to be available for after hours and emergency response. An update to the applicable section of the Fringe Benefits and Salary Resolution regarding Automobile Allowance and Reimbursement for Expenses is recommended to include this additional designated classification. Page 4of5 Fiscal Impact The total additional estimated annual cost of the recommended salary rate adjustments identified above is $122,004 including salary and salary related benefits. The additional estimated annual cost of recommended reclassifications is $44,983 including salary and salary related benefits. The sick leave language update does not result in any additional cost. An increase in fuel and maintenance costs associated with the vehicle use is anticipated. These changes are retroactive to July 10, 2016. Adequate funds are available in the 2016/2017 fiscal year budget to cover the additional costs associated with all of the recommendations included above. These recommended changes will be incorporated into the 2017/2018 budget. Attachment(s) 1. Resolution 2. Fringe Benefits and Salary Resolution 3. Job Description for Assistant Buyer 4. Job Description for Buyer 5. Job Description for Fire Code Inspector, Senior 6. Job Description for Mechanic 7. Job Description for Mechanic, Senior 8. Job Description for Mechanic, Lead 9. Job Description for Police Dispatcher 10. Job Description for Police Dispatcher, Lead Page 5 of 5 JOB DESCRIPTION ,assistant Buyer Date Prepared: jMay,2017 910 Class Code: Fannametl:Font color:Red Formatted:Font color'Red _ SUMMARY: Under basic supervision,reviews department requisitions and processes into purchase orders. DISTINGUSING CHARACTERISTICS: -tAssrst?irt Buyer_ is. ir>e_. lewel in § !Y ..14b. !! 5 For.r.trwa raram,underYrr irK+rnaaents work under basic sumrosiQn. rrisponsiibre Far wrformpna a variety of routine and spepali work_ assffxhd ID the sarics ESSENTIAL FUNCTIONS:—Emmiiil kradow.as defied ruder Me Americans wO DisabRes Act may ackda any of the fallow0g; rapreswgabw dWK knoaledge,and sUL This is not a cmprehwom bong of art hracdoas and duties parbmad by imrxokwi s d Mss dm employees may he assigned darbes wtairh are riot Wed belay reasmatile accamnaodahora wif be made as regwad. Thapb dles wbw does rid wns%ft an empbynreru ayeemant and is moad to der"at arty time by the w pto w Essential duties and respormbatbes may m kde. hd are not knrited 10.the farbw0g • Reviews requisitions from City departments,and creates and processes purchase orders(PO)and other necessary documents related to the purchase of supplies.equipment services and material. • Review and process hx;hnical and financial documents regt MW for the purchase of services. supplies, materials.and other commodities in accordance with City policies and procedures. • Communicates with vendors to research and resolve outstanding issues. • Maintains and updates PO files,vendor records,and databases. • Assists City staff%mft purdaasir,g speqdal deehls,-aPQ 41 n Wag lr�o PO pfoe+ess a:' explains rules,policies,and procedures;scans invoices for department processing and approval. • Reviews invoices, payment requests, purchase orders. and related documentation for accuracy, completeness,and departneriVCity approval. • Analyzes and tacks procurement process,protocols,trends,proposals and product price quotations. • Supports the relationship between the City of Vernon and the general public by demorhstradng courteous and cooperative behavior when interading with visitors and City staff; rnaihtaWM confidentiality of work- related issues and City information;performs other duties as required or assigned. MINIMUM QUALIFICATIONS: Education,Trainlno and Experience Guidelines: High School Diploma or GED equivalent;three years of experience in govemmerdal or OOmmercial purchasing including familiarity with warehousing and inventory control procedures. Knowledpe of. • City policies and procedures. • Basic principles and practices of purchasing,bookkeeping,and records maintenance. • Customer service standards and protocols. • Business computers and standard MS Office software applications. • Storekeeping and warehousing methods and practices including inventory control procedures;types of supplies,materials and equipment commonly used by the municipal utilities. Skill in: • Explaining purchasing rules and regulations,and City policies and procedures. .i,Me 1s 1 Vemon CA 1 of 2 • Entering numerical and related information into a computer system with speed and accuracy • Following verbal and written instructions and procedures • Communicating effecWely verbally and in writing. • Dealing tactfully and courteously with the public. • Establishing and maintaining cooperative working relationships with co-workers LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Driver's License is required. PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in a standard office environment PuFGhaSingrS.,W+LU9,f-r v.MW�ck xorz r f Y w � 7 •fk RLT Q" JOB DESCRIPTION Buyer Date Prepared: February, 2017 Class Code. 1235 SUMMARY: Under general supervision, performs a wide variety of complex purchasing functions, including but not limited to, review of department's requisitions, preparing bids, processing purchase orders, investigating and resolving discrepancies, and assisting departments with the purchase of supplies, equipment, services and material. DISTINGUSHING CHARACTERISTICS: The Buyer is the advanced journey level classification within the Purchasing series, responsible for performing the more specialized and complex work assigned to the series. Positions at this level possess a specialized expertise, are assigned tasks above the journey level. May provide work direction and guidance to less experienced purchasing staff. ESSENTIAL FUNCTIONS: -- Essential functions, as defined under the Americans with Disabilities Act, may include any of the following representative duties, knowledge, and skills This is not a comprehensive listing of all functions and duties performed by incumbents of this class, employees may be assigned duties which are not listed below; reasonable accommodations will be made as required. The job description does not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include,but are not limited to,the following: • Receives, examines and processes departmental requisitions; generates and revises purchase orders, change orders, and necessary documents related to the purchase of supplies, equipment, services and material. • May assist City staff in preparing and advertising bids consistent with City policies; generates and/or develops Requests for Ouotations or Proposals and other solicitations for supplies, materials or contract work. • Negotiates with vendors, major contract items, conditions and language changes. • Reviews and processes technical and financial documents required for the purchase of services, supplies, materials, and other commodities in accordance with City policies and procedures. • Maintains record storage; arranges for the disposition of surplus property; prepares a wide variety of reports. • Contacts, interviews and evaluates vendors regarding procurement needs, specifications, bids and prices, and arranges for demonstration of products if required and make recommendations for awards. • Expedites delivery, billing and receiving documents. • Prepares reports on materials and services, comparative prices and price trends; investigates inadequate requisitions, delinquent orders and errors in invoices and materials received. • Monitors and maintains contracts, leases and blanket purchase orders. • Assists in the analysis and resolution of accounting and receiving discrepancies. • Troubleshoots issues with vendor's, including processing claims for damaged materials and obtaining credits where appropriate. • Maintains Department of Motor Vehicles records. • Performs market, total life cycle cost, value, price and complete cost analysis in formulating purchasing forecasts and recommendations for purchasing of services. • Reviews specifications or scope of work to ensure that they are clear, concise, and accurately descriptive with all pertinent information. • Assists Departments with monitoring purchasing agreements to ensure vendor compliance. • Conducts research regarding purchasing practices and makes recommendations as appropriate. • Reviews market trends, makes value analysis and makes recommendations of award of order. Vernon CA 1 of 3 • Solicits annual maintenance agreements and blanket order renewals with vendors. • Resolves accounting and receiving discrepancies; processes claims with vendors for damaged materials; obtains credit when appropriate. • Maintains catalogs, price lists, bidder and vendor indexes. • Receives, examines, and processes departmental requests for supplies, materials, and services, • Generates and revises purchase orders including change orders. • Negotiates agreements or contracts. • Conducts vendor research. • Collects and reviews statements, reconciles statements to master invoice and process for payment. • Coordinates the storage and disposal of City surplus property; assists in preparing for the sale of surplus Property. • Maintains and updates purchase order files, vendor records, and databases. • Assists City staff with purchasing special items and managing the purchase order process. • Explains rules, policies, and procedures; scans invoices for department processing and approval. • Reviews invoices, payment requests, purchase orders, and related documentation for accuracy, completeness, and department/City approval. • May provide work direction and training to less experienced staff. • Analyzes and tracks procurement process, protocols, trends, proposals and product price quotations. • Attends meetings, workshops and seminars as required or appropriate. • Ensures purchasing practices are in compliance with legal, professional and City established policies and procedures, and the City Municipal Code. • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff, maintains confidentiality of work- related issues and City information; performs other duties as required or assigned. MINIMUM QUALIFICATIONS: Education, Training and Experience Guidelines: Associate Degree in Business, Public Administration, Accounting, Finance, or a related field; AND two (2) years of professional level experience in governmental or commercial purchasing including familiarity with warehousing and inventory control procedures. Knowledge of: • City organization, operations, policies and procedures. • City Code, City Ordinances, City Budgets, and Standard Purchasing Procedures. • Federal, State and Municipal purchasing laws, regulations and procedures. • Principles and practices of purchasing, bookkeeping, and records maintenance. • Telephone etiquette and customer service standards and protocols. • Legal aspects of bidding and contract procedures. • Administration of leases and contracts; basic mathematics. • Principles and practices of record keeping, report writing and project management. • Business computers and standard MS Office software applications. • Storekeeping and warehousing methods and practices including inventory control procedures; types of supplies, materials and equipment commonly used by the municipal utilities. Skill in: • Explaining City purchasing rules and regulations, and policies and procedures. • Entering numerical and related information into a computer system with speed and accuracy. • Composing and interpreting reports and preparing bid specifications. • Researching and utilizing data and information to achieve cost effective results. • Negotiating contracts, agreements, and/or pricing schedules for services, supplies, and equipment. • Maintaining accurate financial records and reports for informational, auditing, and operational use. • Managing multiple priorities and meeting deadlines. • Following verbal and written instructions and procedures. Buyer Vernon CA 2 of 3 • Communicating effectively verbally and in writing. • Dealing tactfully and courteously with the public. • Establishing and maintaining cooperative working relationships with co-workers and the public. LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Driver's License is required. Certified Professional Public Buyer(CPPB) certificate issued by the National Institute of Governmental Purchasing or the Universal Public Procurement Certification Council is highly desirable. Certified Professional in Supply Management(CPSM)certificate from the Institute of Supply Management is desirable. PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in a standard office environment. Buyer Vernon CA 3 of 3 : ;L, '9 JOB DESCRIPTION Fire Code Inspector, Senior Date Prepared: February, 2017 DRAFT Class Code: 5047 SUMMARY: Under general supervision, performs wide range of complex technical fire code inspection and enforcement activities for the Vernon Fire Department (VFD), as required to enforce compliance with state and federal regulations, assists in managing the VFD fire prevention and education programs involved in the protection of lives and property of City residents and businesses. DISTINGUSHING CHARACTERISTICS: The Senior Fire Code Inspector is the advanced journey level classification within the Fire Code Inspector series, responsible for performing the more specialized and complex work assigned to the series. Positions at this level possess specialized expertise, are assigned tasks above the journey level, are the lead inspector in the series, and require the possession of International Code Council (ICC) Building Inspector, Fire Inspector II, and Fire Plan Examiner certification. ESSENTIAL FUNCTIONS: —Essential functions, as defined under the Americans with Disabilities Act,may include any of the following representative duties,knowledge,and skills. This is not a comprehensive listing of all functions and duties performed by incumbents of this class; employees may be assigned duties which are not listed below;reasonable accommodations will be made as required. The job description does not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include, but are not limited to,the following: • Inspects buildings and facilities for fire hazards, fire alarm and suppression systems; verifies compliance with fire prevention laws, regulations, and ordinances for the VFD Fire Prevention Division. • Examines construction plans and blueprints for compliance with fire codes and technical requirements; reviews construction work for conformance with plans, legal requirements, and safety standards. • Inspects commercial and residential buildings being constructed, altered, repaired, or demolished to verify compliance with applicable codes, ordinances, and regulations. • Reviews and approves construction plans for fire code compliance. • Assists in managing the VFD fire prevention and education programs. • Interprets, applies, and explains codes and regulations. • Inspects property sites for conformance with regulations, interprets building and zoning codes, and issues compliance orders, administrative citations, and notices of violation as needed. • Creates, develops, and maintains case files and updates City files. • Recommends revisions to existing and new regulations. • Resolves field and office issues/problems regarding the application or interpretation of codes and regulations enforced by the division. • May provide work direction and training to less experienced staff. • Provides technical assistance to owners, developers, and design professionals in meeting fire safety code requirements; meets with clients to discuss and resolve compliance issues, and develop solutions to mitigate and eliminate hazards. • Performs annual fire inspections for designated facilities, and inspects special event sites as needed. • May assist with weed abatement and illegal dumping programs. • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of work- related issues and City information; performs other duties as required or assigned. Senior Fire Code Inspector Vernon CA 1 of 2 MINIMUM QUALIFICATIONS: Education, Training and Experience Guidelines: Must have an A.A. or A.S. Degree in Fire Science, Construction Technology, Civil, Mechanical, or Fire Protection Engineering or other related field; AND four years of plan checking/inspection and construction experience. Knowledge of: • City and VFD policies and procedures. • State and federal regulations goveming fire safety and building codes. • Principles, methods and practices of plan review, code enforcement, and fire prevention. • Methods and techniques of inspecting buildings and facilities. • City geography, traffic pattems, and the location of all streets, landmarks, buildings, and water mains. Skill in: • Inspecting commercial and residential facilities for fire and safety code hazards and construction standards. • Interpreting and applying safety standards, and state and federal rules and regulations. • Operating and maintaining specialized computer and communications equipment. • Establishing and maintaining cooperative working relationships with co-workers. • Communicating effectively verbally and in writing. LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Driver's License is required. Certification for Fire Inspector from California Office of the State Fire Marshal is required. International Code Council (ICC) Building Inspector, Fire Inspector 11, and Fire Plan Examiner certifications are required. Specialized certification may be required. Intemational Code Council (ICC)Commercial Building Inspector certification is desirable. PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in a standard office environment and outdoors and indoors at construction sites. May be exposed to dangerous machinery, and extreme weather conditions. May be required to climb ladders. Senior Fire Code Inspector Vemon CA 2 of 2 ARM JOB DESCRIPTION Mechanic Date Prepared: March,2014 Class Code: 7530 Date Revised January,2017 SUMMARY: Under basic supervision, maintains and repairs City vehicles and equipment performs basic safety inspections, and recommends equipment repair or replacement; drives and operates equipment to diagnose problems and verify proper completion of work. ESSENTIAL FUNCTIONS:-Essential hinchiDf .as defined under the Il rr akens with Disabilities Act may inch,de any of the lonowing represedar'm duties,knowledge,and sk& This rs not a wraprehenstue listing of aN hvrC ms and duties performed by itictabards of#a class: employees may be assigned duties whch are not listed below:reasonable accommodations writ be made as required. The job desa Wn does not crosMA an empkrymerd afire mart and is subject to change at any time by the employer.Essential dories and nhspwkvbAfts may rndode, tot are net knitad to,the Idbwrrg: • Performs a variety of diagnostic,makhlenance,and repair work on City vehicles,equipment,and toils. • :Aspec4s.d6-gr;a5es and nE5Prs elan[systems • Performs preventative maintenance work to includesuch as tune ups, oil changes, and services-aiF repair. + Maintains records and logs of service performed,parts used,and time charges for repairs. • Adheres to safety rules and regulations. • Cleans equipment and sweeps and mops work area;ensures work area and al equipment are dean and safe to use. • Disposes of all chemicals in accordance with all safety regulations and procedures. • Transports equipment from field to City shop and performs emergency job site location service calls. • Performs other maintenance work as assigned. • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff, maintains confidentiality of work- related issues and City information;performs other duties as required or assigned MINIMUM QUALIFICATIONS: . Education,Training and Experience Guidelines: High School Diploma or GED equivalent;AND two years of experience in the repair and maintenance of automobiles. Knowledge of: • City organization,operations,policies,and procedures. • Customer service standards and protocols. • Federal motor safety regulations and state air resource and air quality standards. Environmental guidelines and standards for the storage and disposal of hazardous materials ineladirhAIC recovery and recharge. • Formatted,aulleted+Lerel:1+AbgnW at: 0' Tab • Principles and practices of the repair and maintenance of mechanical sal and computerized after: 0.25-+rndenr at: 0.25- systems within vehicles and equipment. kWnar.0 Vemon CA 1 of 2 • Principles and practices of vehicle maintenance and repair methods and techniques. • Methods and techniques in the repair and maintenance of brakes,suspension,steering,and adtemafic kansmisskmsmotors. • Shop operations,record keeping,and safety practices and procedures. Skill in: • Communicating effectively verbally and in writing. • Dealing tactfully and courteously with the public. • Establishing and maintaining cooperative working relationships with supervisors, co-workers, vendors, sales representatives and contractors. • Operating a personal computer and various software applications. • Providing efficient customer service. • Reading and understanding technical manuals, blue prints, schematics, wiring diagrams, technical service bulletins and pans catalogs. • Using initiative,discretion and judgment within established procedures,guidelines,and rules • Using shop equipment, including hand and power tools, diagnostic equipment, and testing and measuring equipment • Troubleshooting and diagnosing vehicle and equipment problems. LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Class B Commercial Driver's License may-beis required- within 12 months from apwntment date. Certificate in Automotive Service Excellence(ASE}a All,A3,A4,and A5 v AG 9F T-2 TA &TS re required witf*-6within12 months of^" +ramrk aPppm wI0at& Addltlonal AtOomcllvp. rvioe ExcelWilt EASE)n6rlefgc Aes such as AS and A7 are de§]!pb�-, #_CAREER t.1 DDER JNFORMATKN.4 t +n shin cuss ka%Hm may serve le meet -kw 440 cWGsFkaW W S&NOr Medic PHYSICAL DEMA14DS AND WORKING ENVIRONMENT: Work is performed in an outdoor work environment- May be exposed to dangerous machinery, extreme weather conditions, hazardous chemicals and infectious diseases May be required to climb ladders. May be required to lift and rang items weighing up to 50 pounds •fir-a^: Vernon CA 2 02 JOB DESCRIPTION Mechanic, Senior Date Prepared: March,2014 Class Code: 7525 Date Revised. March,2017 SUMMARY: Under general supervision, performs a variety of advanced tasks in the inspection, diagnosis, repair, and maintenance of City vehicles and equipment; performs safety inspections and recommends equipment repair or replacement; drives and operates equipment to diagrwse problems and verify proper completion of work. ESSENTIAL FUNCTIONS:-Essential hindons,as defined under the Amerlrans,rrth Disabilities Acr.may include any of die fdknring representative duties,knowledge,and skis.This is not a comprehensive listing of alt hyxhons and duties performed by incumbents of this lass; employees may be assigned duties which are not listed below:rw=abfe accommodabons wilf be made as required. The job description does nd constitute an employment agreement and is subject to change at any time by the employer Essential duties and responsibilities may include. but are not limited to.the fdkmmg: • Performs a variety of advanced diagnostic, maintenance, and repair work on a_vanety of City vehicles, equipment,and tools. • Inspects,diagnoses and repairs electrical systems. • Performs preventative maintenance work to indude an aiF condrl,oning ruut5. rrrotnrs and tran;rnh s ors_ and performs tune-ups,oil changes,ands SeWieeetire repair • Maintains records and logs of service performed,parts used,and time charges for repairs. • Adheres to safety rules and regulations. • Clean;equipment and sweeps and mops work area;ensures work area and all equipment are dean and safe to use. • Creates and inputs new work orders R«AbsenGe of Orders parts, picks up parts and closes out work orders. OMWaW5 paFt5 afW# 66FS -'t R* d5+Weded • May assign work to others • Disposes of all chemicals in acmrdance with all safety regulations and procedures • Transports equipment from field to City shop and performs emergency job site location service calls • Performs other maintenance work as assigned., _ - Formarea:F«rt odor:Dark Rea • Coordinates and schKkdes work with City c!8nnecZ divi cos Buanr external vendors, ■ Works.with Automak2d Work Order%Mum ■ May art in the Lkaae of the Lead Mleehanir-durinc Lead iMledJ pnig:5165ffmQr as a q ¢ • Pyepares reports and works on Crhr's Akilumabed Computer S,Nkm • May assist in sdiedulirici and QWrdinatrny work in the GaN oe • Assi8ls with researdi review and reyornmencia5uns for new vendors. oar�5-_ZeryigP5 W4.,IPMru..4f equipment • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff maintains confidentiality of work- related issues and City infornation;performs other duties as required or assigned Meehan c Senor Vemon CA i of 2 MINIMUM QUALIFICATIONS: Education,Training and Experience Guidelines: High School Diploma or GED equivalent;AND three years of experience in the repair and maintenance of automobiles�3nd,heavy equipment. srlali engines,small equipment,ernerWcy vaoides. and A.-C recovery and recharge. Knowledge of. • City organization,operations,policies,and procedures. A� :s-- • Customer service standards and prot000ts. • Federal motor safety regulations and state air resource and air quality standards. • Environmental guidelines and standards for the storage and disposal of hazardous materials including • Principles and practices of the repair and maintenance of mechanical. electrical and computerized sy5ternr,wiflurr vE Phicles a;-w-.. eq uipment rnerhrr. ... - -- ,.5 an reaaar rnanLjai ry • Principles and practices of vehicle and heavy equipment maintenance and repair methods and techniques. • Methods and techniques in the repair and maintenance of brakes,suspension,steering,and automatic transmissions. • Shop operations,record keeping,and safety practices and procedures. •.. Hydraulic syswms dianmxgs s, Teams,equrpmefit operation _ Fannetted.U9 ParaWaph,rat No bdrets or mryber" # - j Fortitbed-Fart►b7ff ert.rum,Tab OXi s:Not at-1-+ !i Skill in: -0.5-+ a-+ 0.36•+ 0.73-+ 1- • Communicating etfecfiveiy verbally and in writing. • Dealing tactfully and courteously with the public- • Establishing and maintaining Cooperative working relationships with supervisors, Co-workers, vendors, sales representatives and contractors • Operating a personal computer and various software applications • Providing efficient customer service. • Reading and understanding technical manuals, blue prints, schematics, wiring diagrams, technical service bulletins and parts catalogs • Using initiative,discretion and judgment within established procedures guidelines and rules. • Using shop equipment, including hand and power tools, diagnostic equipment, and testing and measuring equipment- • Troubleshooting and diagnosing vehicle and equipment problems. LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Class B Commercial Drivers License rmaybe required. Certificate in Automotive Service Excellence ASE TcA1-A9 is)To�T� T5 n .� required. A�F-T2-.T,l- T5..-er1:.c-,3 l n5 are Gash.3- PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in an outdoor work environment May be exposed to dangerous machinery, extreme weather conditions, hazardous chemicals and infectious diseases May be required to climb ladders May be required to lift and carry items weighing up to 50 pounds. Mechanic Senior Vernon CA 2 of 2 0 JOB DESCRIPTION Mechanic, Lead Date Prepared: March,2014 Class Code: 7520 Date Revised: March 2017 SUMMARY: Under general supervision, provides work direction and general daily oversight of the Cityr's vehicle and equipment maintenance garage;performs a variety of administrative work ESSENTIAL FUNCTIONS:-Essential functions.as defined underfbe Americans wM Disabilities Act may irdude any of the Wowing nmprewifi lrue dudes,knowledge,and sk9s.This is not a comprehensive fisting of all hrnckm and duties pw mred by irr=bents of fhrs class: employees may be assigned duties Or* nd lstad below;reasonable accommodations wrN be made as mgwvd. The pb dssarp m does ad oxutitute an employmen l agreemem and is subyect to charge al any time by N employer.Essential duties and responslbrfibw may include, but am not limited to,ffre fdlavrrrg: • Prepares daily crew schedules, timesheets, and reports Develops daihr crew schedule is lrrris dKgsions andfor external vendors. ---Assigns work and provides direction to others .Inspects a@ work in progress and error completion of each ptr;_ • Apogwes work orders, monitors stabs of work orders and galas, updates status in oompuber, and doses out work orders aqu completion of work.Agemyes weFk Form ftW*.soikethrough • Orders supplies and materials needed to complete each repair and any other necessary items for the Cdyr's garage; enters all vendor orders and Eder-invoices into the automated computer-. system. •_ -Researd,es reviews am ratcxnrrtends new vendors, parts, services and pridng of eeuipment- • SG#r4dAn._Wety iDS➢acliRnk_Lr , lion or shop equipment order. nd maintains documentation. fames:diwsienear erAer+kry4 werors. + Raioaives and krg*cts and ventles aGGuracy-of new wOpme rgdaliwms. +. Initiates purchase orders and fund transfer behvwn apooamls or Purehase orders as nee-ed • Makes recornmenda6aris For vlen,da replaoe;nent. • Trains employees on safety in the workplace;observes employees and enforces safety procedures. + Advises foreman of issues with equipment or other garage issues requiring immediate attention. + Performs maintenance and repair work as necessary; performs other general maintenance work as assigned. A[terds vanes seminars and training ppursas for prufeswr;al d�veraarn �' • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of work- related issues and City information;performs other duties as required or assigned 9 D8 45 wtill'+-MW VGQ0e+s.-�flet-1ja0e6 Fflr flaw eQUWMent and recz+ves new evu►amerH # 1mibpte-g*FCh7&,r Qr#ef5-R-nd f—m a�v kiPtiyeen 47EOHR15 Qr_ +r{ �rS' f3 '-fY Mechanic Lead Vemon CA f of 2 MINIMUM QUALIFICATIONS: Education,Training and Experience Guidelines: High School Diploma or GED equivalent;AND five years of automotive maintenance and repair experience, including three yeaF of supeFvlsept OF lead^"""Here.yea rs cal supervisors❑r Ivad exp9neriud ;FaW)4 141 L?r.�^� Of L rtiTrd�-tea to - nay be�d Ipr iisEsA aviair+A M f9q4F ONO or Ire++OR BFURgElge __--- =3'F`!�PPENR 911't ;iarrrutted: Knowledge of: • Automated work order systems,vehicle history records and repair parts inventories. • City organization,operations,policies,and procedures. • Customer service standards and protocols. • Federal motor safety regulations and state air resource and air quality standards. • Environmental guidelines and standards for the storage and disposal of hazardous materials. • Principles and practices of effective employee supervision. • Advanced principles and practices of the repair and maintenance of mechanical, electrical and computerized systems within vehicles and equipment • Basic principles and practices of vehicle and heavy equipment maintenance and repair methods and techniques. • Shop operations, including priority-setting, organization, time management, problem resolution, record keeping,and safety practices and procedures. Skill in: • Communicating effectively verbally and in writing. • Dealing tactfully and courteously with the public. • Establishing and maintaining cooperative working relationships with supervisors, oo-workers, vendors, sales representatives and contractors. • Operating a personal computer and various software applications. • Providing efficient customer service. • Reading and understanding technical manuals, blue prints, schematics, wiring diagrams, technical service bulletins and parts catalogs • Using initiative,discretion and judgment within established procedures,guidelines,and rules • Using shop equipment, including hand and power tools, diagnostic equipment, and testing and measuring equipment • Troubleshooting and diagnosing vehicle and equipment problems LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Class B Commercial Drivers License may beis required. Farm.uet 5vikeuagh ASE Master MespaaisTechnician certification is required . Famat-d:SWkethmuyh &Q.FeoavertiF am: a g ASE 77. T4, TS,A TS mmAca6ans are desaable PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in an outdoor work environment May be exposed to dangerous machinery, extreme weather conditions, hazardous rlxemicals and infectious diseases May be required to climb ladders May be required to work in trenches or confined spaces. May be required to lift and carry items weighing up to 50 pounds. Mechanic Lead Vemon CA 202 *v JOB DESCRIPTION Police Dispatcher Date Prepared: March 2014 Job Class: 4130 Date Revised: May 2017 SUMMARY: Under basic supervision, answers emergency and non-emergency calls for service; takes information from callers, and enters information into computer database; provides assistance and information to Vernon Police Department(VPD) Officers, emergency services agencies, and general public. ESSENTIAL FUNCTIONS: —Essential functions, as defined under the Americans with Disabilities Act, may include any of the following representative duties,knowledge, and skills. This is not a comprehensive listing of all functions and duties performed by incumbents of this class; employees may be assigned duties which are not listed below;reasonable accommodations will be made as required. The job description does not constitute an employment agreement and is subject to change at any time by the employer.Essential duties and responsibilities may include, but are not limited to,the following • Answers emergency and non-emergency calls for police, fire, personal assistance, and emergency medical assistance; determines appropriate call classification and priority. • Answers incoming emergency calls; interviews and calms callers, and gathers details; evaluates information, prioritizes calls, determines actions required, and appropriate response; dispatches emergency responders and resources; relays pertinent information to law enforcement and public safety personnel in a concise, organized, and understandable manner; monitors active radio channels and provides immediate information and assistance. • Follows VPD procedures to provide assistance and information to Police Officers and other emergency services personnel; notifies other state, federal, and regional agencies as needed. • Enters call information into Computer Aided Dispatch records management system. including California __:,v Enforcement Telecommu -,GaVor System fCLETSi information; tracks a variety of law enforcement and public safety agency resources, personnel, and incidents. • Provides detailed call information to officers; maintains status and awareness of all public safety unit locations; monitors message traffic, and relays information to assure that responders' safety is top priority. • Searches state and national data bases at officer's request. • Gathers information on non-emergency calls, and responds appropriately; provides information, instructions and assistance to the public within scope of authority and training. • Maintains and updates computer databases and files; enters and retrieves data, and prepares reports. • Monitors alarms, cameras, teletypes, and special broadcast frequencies; trouble-shoots communications center equipment and resolves technical issues within scope of authority and training. • Assures that security protocols are followed, and all reports and paperwork are completed in a timely manner; updates, corrects, retrieves, and releases information according to procedures. • Maintains the integrity, professionalism, values, and goals of the Vemon Police Department by assuring that all rules and regulations are followed, and that accountability and public trust are preserved. • Supports the relationship between the City of Vemon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of work- related issues and City information; performs other duties as required or assigned. MINIMUM QUALIFICATIONS: Education, Training and Experience Guidelines: High School Diploma or GED equivalent; AND one year of clerical and computer experience. Police Dispatcher Vemon CA 1 of 2 Knowledge of: • City and VPD policies and procedures. • City policies and procedures for dispatching law enforcement officers and other emergency services. • State and federal laws, regulations and statutes, governing dispatch for emergency services. • Law enforcement and public safety agency terminology. • Police radio, dispatch, and communication protocols, procedures, hardware, and software. • Principles and practices of confidential records management, and file maintenance. • Geography, roads, and landmarks of City and surrounding areas. Skill in: • Communicating clearly and concisely, and relaying details accurately. • Handling multiple tasks simultaneously, under pressure, and in emergency situations. • Closely following verbal and written instructions and procedures. • Dealing tactfully and courteously with the public, handling stressful situations and angry people, and obtaining information from hostile and emotional callers. • Communicating verbal and written instructions, advising callers of actions and consequences, and maintaining security of confidential information. • Remembering names, numbers, and locations, and reading maps quickly and accurately. • Operating a personal computer utilizing standard and specialized software, and entering information with speed and accuracy. • Establishing and maintaining cooperative working relationships with co-workers. • Communicating effectively verbally and in writing. LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Driver's License is required. Must maintain Public Safety Dispatcher Certificate with the California Commission on Peace Officer Standards and Training (POST). PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in a fast paced, high volume call center; incumbents must remain alert and responsive while coordinating stressful situations in a dynamic work environment. Police Dispatcher Vemon CA 2 of 2 v JOB DESCRIPTION Police Dispatcher, Lead Date Prepared: March 2014 Job Class: 4115 Date Revised May 2017 SUMMARY: Under basic supervision of the supervisor, leads, monitors and coordinates the daily work activities of the Police Dispatchers, and accounts for Police personnel activities; answers emergency and non-emergency calls for service; takes information from callers, and enters information into computer database; provides assistance and information to Vernon Police Department (VPD) Officers, emergency services agencies, and general public. ESSENTIAL FUNCTIONS:—Essential functions,as defined under the Americans with Disabilities Act, may include any of the following representative duties, knowledge, and skills. This is not a comprehensive listing of all functions and duties performed by incumbents of this class,- employees maybe assigned duties which are not listed below:reasonable accommodations will be made as required, The job description does not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include, but are not limited to, the following: • Assists the Supervisor in the daily work activities and functions of Police Dispatchers: to include leading a shift of Police Dispatchers, tracks and reviews work progress and activities; provides input into employee evaluations. ■ Trains employees on equipment and procedures; provides direction and guidance on technical and procedural issues; checks Computer Aided Dispatch System (CAD) and California Law Enforcement Telecommunication System (CLETS) entries to verify complete and accurate incident information, proper response time, and that the call was properly handled; • Alerts the supervisor regarding unusual issues or concerns. • Monitors telephones and radio in dispatch center; assures that calls and messages requiring action by the work group are handled in accordance with VPD rules and regulations. • Maintains and updates computer databases and files; enters and retrieves data , and prepares reports. Answers emergency and non-emergency calls for police, fire, personal assistance, and emergency medical assistance; determines appropriate call classification and priority. • Answers incoming emergency calls; interviews and calms callers, and gathers details; evaluates information, prioritizes calls, determines actions required, and appropriate response; dispatches emergency responders and resources; relays pertinent information to law enforcement and public safety personnel in a concise, organized, and understandable manner. • Follows VPD procedures to provide assistance and information to Police Officers and other emergency services personnel; notifies other state, federal, and regional agencies as needed. • Provides detailed call information to officers; maintains status and awareness of all public safety unit locations; monitors message traffic, and relays information to assure that responders' safety is top priority. • Searches state and national data bases at officer's request. • Gathers information on non-emergency calls, and responds appropriately; provides information, instructions and assistance to the public within scope of authority and training. • Monitors alarms, cameras, teletypes, and special broadcast frequencies; trouble-shoots communications center equipment and resolves technical issues within scope of authority and training. Assures that security protocols are followed, and all reports and paperwork are completed in a timely manner; updates, corrects, retrieves, and releases information according to procedures. Police dispatcher Lead Vemon CA 1 of 2 • Maintains the integrity, professionalism, values, and goals of the Vernon Police Department by assuring that all rules and regulations are followed, and that accountability and public trust are preserved. • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of work- related issues and City information; performs other duties as required or assigned. MINIMUM QUALIFICATIONS: Education, Training and Experience Guidelines: High School Diploma or GED equivalent; AND three years of emergency dispatch experience, preferably with City of Vernon. Knowledge of: • City and VPD policies and procedures. • City policies and procedures for dispatching law enforcement officers and other emergency services. • State and federal laws, regulations and statutes, governing dispatch for emergency services. • Law enforcement and public safety agency terminology. • Police radio, dispatch, and communication protocols, procedures, hardware, and software. • Principles and practices of confidential records management, and file maintenance. • Geography, roads, and landmarks of City and surrounding areas. Skill in: • Supervising staff, delegating tasks and authority, and evaluating staff performance. • Assessing and prioritizing multiple tasks, projects, and demands. • Communicating clearly and concisely, and relaying details accurately. • Handling multiple tasks simultaneously, under pressure, and in emergency situations. • Closely following verbal and written instructions and procedures. • Dealing tactfully and courteously with the public, handling stressful situations and angry people, and obtaining information from hostile and emotional callers. • Communicating verbal and written instructions, advising callers of actions and consequences, and maintaining security of confidential information. • Remembering names, numbers, and locations, and reading maps quickly and accurately. • Operating a personal computer utilizing standard and specialized software, and entering information with speed and accuracy. • Establishing and maintaining cooperative working relationships with co-workers. • Communicating effectively verbally and in writing. LICENSE AND CERTIFICATION REQUIREMENTS: A valid California State Driver's License is required. Must maintain a Basic Public Safety Dispatcher Certificate from the California Commission on Peace Officer Standards and Training (POST). PHYSICAL DEMANDS AND WORKING ENVIRONMENT: Work is performed in a fast paced, high volume call center; incumbents must remain alert and responsive while coordinating stressful situations in a dynamic work environment. Police Dispatcher Lead Vemon CA 2 of 2 RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ADOPTING AN AMENDED AND RESTATED CITYWIDE FRINGE BENEFITS AND SALARY RESOLUTION IN ACCORDANCE WITH GOVERNMENT CODE SECTION 20636 (b) (1) AND REPEALING ALL RESOLUTIONS IN CONFLICT THEREWITH WHEREAS, on April 18 , 2017, the City Council of the City of Vernon adopted Resolution No. 2017-16, adopting an amended and restated Citywide Fringe Benefits and Salary Resolution; and WHEREAS, by memorandum dated June 20, 2017, the City Administrator in conjunction with the Director of Human Resources, has recommended the adoption of an amended and restated Citywide Fringe Benefits and Salary Resolution and Classification and Compensation Plan to amend Exhibit A to the Classification and Compensation plan, to (i) establish the job descriptions and associated salary ranges of the Buyer and Fire Code Inspector (Senior) , (ii) adopt the revised job descriptions of the Assistant Buyer, Mechanic, Mechanic (Senior) , Mechanic (Lead) , Police Dispatcher, and Police Dispatcher (Lead) , (iii) amend the classification and compensation rates of the Environmental Specialist, Facilities Maintenance Worker, Facilities Maintenance Worker (Senior) , Facilities Maintenance Worker (Lead) , Police Dispatcher, Police Dispatcher (Lead) , and Police Sergeant, (iv) approve the reclassifications of single incumbents in certain classifications, (v) amend Subsection B of Section 7 regarding Sick Leave, to add clarifying language regarding the eligibility to use sick leave in accordance with the Healthy Workplace, Healthy Families Act of 2014 , and (vi) amend Subsection C of Section 11 regarding Automobile Allowance, to add the Police Sergeant assigned to detective duties as eligible for the provision of a City Vehicle and Fuel in accordance with current practice and the 2016 MOU negotiations between the City and the Vernon Police Officers, Benefit Association ("VPOBA" ) ; and WHEREAS, pursuant to the 2016 labor negotiations, these recommended classification and compensation amendments are retroactive to July 10, 2016; and WHEREAS, the City Council desires to adopt an amended and restated Citywide Fringe Benefits and Salary Resolution, a copy of which is attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct . SECTION 2 : The City Council of the City of Vernon finds that this action is exempt from California Environmental Quality Act ("CEQA" } review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378 . SECTION 3 : Effective July 10, 2016, the City Council of the City of Vernon hereby approves the amended and restated Citywide Fringe Benefits and Salary Resolution, a copy of which is attached hereto as Exhibit A. SECTION 4 : All resolutions or parts of resolutions, specifically Resolution No. 2017-16, not consistent with or in conflict with this resolution are hereby repealed. - 2 - SECTION 5 : 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 20th day of June, 2017 . Name : Title: Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney - 3 - STATE OF CALIFORNIA 1 1 ss COUNTY OF LOS ANGELES 1 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, June 20, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2017, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) 4 - EXHIBIT A IF �FR 4�4 ( iTO AIv ~�4 City of Vernon FRINGE BENEFITS AND SALARY RESOLUTION �"�..•:..^ Adopted ,.A.yKil- 2. ! June 20, 2017 TABLE OF CONTENTS FRINGE BENEFITS AND SALARY RESOLUTION I PART 1 -- FRINGE BENEFITS i Introduction: ...................................................................................................... 4 Section1. Holiday............................................................................................. 4 Section 2: Administrative Leave Time .............................................................. 6 Section3: Overtime.......................................................................................... 8 Section 4: Compensatory Time ....................................................................... 10 Section 5: Court Time...................................................................................... 11 Section6: Vacation.......................................................................................... 12 Section 7: Sick Leave...................................................................................... 14 Section 8: Family Sick Leave (Kin Care) ........................................................ 17 Section 9: Bereavement Leave ....................................................................... 18 Section10: Jury Duty .......................................................................................20 Section 11: Automobile Allowance and Reimbursement for Expenses .............21 Section 12: Health Insurance ............................................................................23 Section 13: Dental Insurance ............................................................................25 Section 14: Vision Insurance.............................................................................26 Section 15: Life Insurance.................................................................................27 Section 16: Deferred Compensation Plan .........................................................28 Section 17: CalPERS Retirement Plan..............................................................29 Section 18: Retiree Medical Insurance..............................................................31 Section 19: Longevity Program .........................................................................33 Section20: Bilingual Pay...................................................................................35 Section 21: Uniform Allowance..........................................................................36 Section 22. Stand-by Policy...............................................................................37 PART 11 —CLASSIFICATION AND COMPENSATION Section1. Purpose ..........................................................................................40 Section 2. The Compensation Plan .................................................................40 Section 3. The Classification Plan ...................................................................40 EXHIBIT A — CLASSIFICATION AND COMPENSATION PLAN ................................41 2 PART 1 FRINGE BENEFITS 4 INTRODUCTION The Fringe Benefit and Salary Resolution shall apply to all employees and officers of the City of Vernon. Exceptions, additions, and/or limitations to this basic policy may be found in respective Memoranda of Understanding or employment contracts. The existence of these policies shall not create or imply any employment contract or vested right of employees. For those employees covered in respective memoranda of understanding (MOU), the provisions set forth in the applicable MOU shall prevail in the event that there is any conflict between provisions established in this Resolution and any provisions established in the respective MOU. The provisions set forth in this Resolution or as amended from time to time shall be effective upon City Council adoption, unless a specific effective date is stated therein. PART 1 — FRINGE BENEFITS Section 1. HOLIDAYS A. Authorized holidays are as set forth in Table 1, attached hereto and incorporated herein by reference. Municipal offices shall be closed on such holidays. B. The dates for observation of holidays shall be approved by the City Council. C. If an authorized holiday falls on a Sunday, the following Monday shall be treated as the holiday. Holidays falling on a Friday, or Saturday, shall not be granted as an authorized holiday to employees. D. An employee whose regular shift assignment falls on an authorized holiday and who is required to work on that day shall be paid at his/her regular hourly rate of pay for the holiday, plus his/her regular hourly fate including any applicable overtime pay for the actual hours he/she was required to work on the authorized holiday. E. Temporary and part-time employees are not eligible for paid holidays. G. All full-time employees may use vacation time or compensatory time for a religious holiday (not listed herein as an authorized holiday) with the prior approval of the department head. If there is insufficient accumulated time, the employee may request the time as unpaid leave of absence. 5 TABLE 1 - HOLIDAY HOLIDAY January 1st - New Year's Da 3'd Mondav in January - Martin Luther King Jr. Da 31 Monday in February - Presidents Da March 31" - Cesar Chavez Da The Last Monday in May — Memorial Da Julv 411 — Independence Da The 151 Monday in September— Labor Da The 2Id Monday in October—Columbus Da November 1111 —Veterans Dav The 4" Thursday in November-Thanksgiving Da December 2401 — Christmas Eve December 25", — Christmas Da December 3151 — New Year's Eve And other days as such designated by City Council. 6 Section 2. ADMINISTRATIVE LEAVE A. Executive and Management - Includes City Administrator, City Attorney, City Clerk, City Treasurer and the heads of all Departments as listed in the City Code or City Charter and their respective Deputies and Assistant Directors shall receive, effective January 1 of each calendar year, 80 hours of Administrative leave. B. The 80 hours may not be carried over into the succeeding calendar year and is lost and not eligible for cash payout if not used by December 31 of each calendar year. C. Executive and Management staff hired, promoted, or reclassified on or after April 1 of each calendar year shall be eligible to receive pro-rated administrative leave hours during the year of hire as identified below: Hired, Promoted, or Reclassified on Administrative Leave or Between January 1 — March 31 _ 80 hours April 1 — June 30 60 hours _ July 1 — Sept. 30 40 hours Oct 1 — Dec. 31 20 hours D. Mid-Management — Staff who are designated as exempt in accordance with the Fair Labor Standards Act shall receive, effective January 1 of each calendar year, 60 hours of Administrative leave E. The 60 hours may not be carried over into the succeeding calendar year and is lost and not eligible for cash payout if not used by December 31 of each calendar year. F. Mid-Management FLSA exempt staff hired, promoted, or reclassified on or after April 1 of each calendar year shall be eligible to receive pro-rated administrative leave hours during the year of hire as identified below: Hired, Promoted, or Reclassified on or Administrative Leave Between January 1 — March 31 60 hours April 1 — June 30 45 hours Jul 1 — Sept. 30 30 hours Oct 1 — Dec. 31 1 15 hours G. All Administrative leave requests should be approved by the department head or City Administrator at least ten days in advance of the date to be taken, although the department head retains discretion to approve the use of Administrative Leave in special circumstances. H. The City Administrator or his/her designee may grant additional administrative leave upon commencement of employment in order to attract highly qualified and experienced executive and management level staff. Section 3. OVERTIME A. It shall be the duty of all department heads to operate their respective departments with a minimum amount of overtime. If the best interests of the City require that an employee work beyond the forty (40) hours of work scheduled, such employee shall be compensated as set forth hereinafter. B. The department head may reschedule the workweek of employees in positions not exempt from the FLSA to allow credit for productive hours actually worked on one day (excluding lunch periods) towards the regular paid workweek schedule. For example, if an employee works twelve (12) hours on one day (based on a ten (10) hour day), the entire twelve hours will be recorded on the time card as paid worked time. In this example, the department may schedule the employee to work only eight (8) hours on one of the other scheduled workdays in the workweek, as long as the employee's hours for the workweek do not fall below the minimum paid work hours schedule. C. All overtime requests must have prior written authorization of the respective department head or designee prior to the commencement of such overtime work. Where prior written authorization is not feasible, explicit verbal authorization must be obtained. Where verbal authorization is obtained, written authorization must be obtained as soon thereafter as practicable. D. Except as may be provided in specific memoranda of understanding, employees will be paid overtime at time and a half (1 .5) of their regular hourly rate for all eligible hours worked in excess of forty (40) hours in a single workweek. E. Holidays (regular, in-lieu), vacation time, sick leave, compensatory time, paid jury duty leave, and bereavement leave shall count as time worked for the purposes of computing overtime. Unpaid jury leave, disciplinary suspensions, and administrative leave shall not count as time worked for the purpose of computing overtime. F. In the event a part-time or temporary employee is required to work beyond his/her assigned working hours, compensation shall be at the normal hourly rate up to forty (40) hours per workweek. For hours worked beyond forty (40) in a workweek, such employee shall be compensated at the rate of one and one-half of (1 .5) said employee's hourly rate. G. If an employee works on his/her regular day off, the employee will receive paid compensation or receive compensatory time, at the employee's discretion. With a mutual agreement between an employee and his/her supervisor, an employee's regular day off may be rescheduled to another day off in the same pay period. I. An employee is expected to begin work no more than five (5) minutes prior to the beginning of his or her scheduled start time, and to stop work no later than five t) (5) minutes after the end of his or her scheduled ending time. An employee who wishes to begin or end work at a different time must obtain written approval from his or her department head prior to working the different or additional time. J. Straight time and overtime will be compensated in six (6) minute segments of time. K. While overtime should be attempted to be distributed equally amongst all employees in a given classification, the department head retains discretion to assign such overtime. L. The City Administrator, department heads and those management employees designated by the City Administrator as exempt under the provisions of the Fair Labor Standards Act (FLSA) shall not be subject to the provisions of this section relating to overtime, but shall work such hours as may be necessary for the effective operation of their respective departments. M. Please refer to Human Resources Policy, Salary Plan Administration II-3 10 Section 4. COMPENSATORY TIME A. All regular full-time employees may request to accrue compensatory time in lieu of cash payment for overtime worked. The total compensatory time accrued is calculated by multiplying the number of hours of overtime worked by the applicable overtime rate (1, 1.5 or 2), and is subject to the approval of the department head. B. Compensatory time may be accumulated up to a maximum of eighty (80) hours. It is at the employee's option whether to receive overtime compensation or compensatory time accruals up to the 80-hour limit. C. Compensatory time shall be taken in 15-minute increments. Scheduling of compensatory time requires prior approval and must be preceded by a ten (10) day notice of intended use from the employee. Management may waive the ten (10) day notice in cases of emergency. D. Employees who have reached the 80-hour limit shall receive overtime compensation. There are no cash payouts of compensatory time once an employee has elected compensatory accrual. 11 Section 5. COURT TIME A. The required presence in a court of law of any employee subpoenaed to testify in a matter arising within the course and scope of his/her City employment shall be compensated in accordance with the below provisions. B. For each day that the presence of the employee is required in a court of law in response to an order or subpoena in relation to an incident or event arising out of the course and scope of employment with the City, the employee shall be given a paid leave of absence. C. For each day an employee is required in a court of law in response to an order or subpoena in relation to an incident or event arising out of the course and scope of employment with the City that is outside of the employee's regularly scheduled work shift, the employee shall be given a paid leave of absence. D. An employee who needs to appear in court on any other matter not arising out of the course and scope of employment with the City shall be expected to use their accrued paid leave to make such appearance, or unpaid leave if no leave is available. 12 Section 6. VACATION A. Except as provided for in respective memoranda of understanding, every full time employee who has been in the continuous employment of the City shall receive annual vacation leave as set forth in below: Mid-Management and Confidential Staff: Continuous Years of Service Vacation Hours Earned Bi-Weekly Accrual 1 st year thru 4th year 80 3.08 5th year thru 91h year 100 3.85 10th year thru 14th year 120 4.62 15th year thru 24th year 160 6.16 25th year and more 190 7.31 Executive and Management Staff: Include the City Administrator, City Attorney, City Clerk, City Treasurer and the heads of all Departments as listed in the City Code or City Charter and their respective Deputies and Assistant Directors. Continuous Years of Service Vacation Hours Earned Bi-Weekly Accrual 1 St year thru 4th year 120 4.62 5th year thru 10th year 150 5.77 loth year thru 15th year 170 6.54 15th year thru 25th year 185 7.12 25th year and more 190 7.31 B. Mid-Management and Confidential staff shall be allowed to accumulate and carry over to the next calendar year a maximum number of hours equal to the number of hours the employee accrued during the immediately preceding year. In or about January of each year, employees shall be compensated for unused accrued vacation benefit in excess of the allowed accumulated amount referenced herein. C. Executive and Management staff shall be allowed to accumulate up to a maximum accrual cap of 480 hours. Upon reaching the 480-hour maximum accrual cap, the employee shall stop accruing vacation leave benefit until such time he/she brings the vacation accrual below the 480-hour maximum accrual. D. Vacation leave shall be scheduled with the approval of the City Administrator or department head or his or her designee by submitting a Leave Request Form in 13 writing, within ten (10) business days before the beginning of the vacation. Vacation leave requests for extended times (3 weeks or more), unless an unforeseen emergency exists, shall be submitted at least thirty (30) days in advance of the beginning of the vacation. E. Vacations shall be approved subject to the needs of the department. The employee's seniority and wishes will be factors that are considered during the scheduling process. F. Vacation leave requests shall not be in excess of such leave actually earned at the time it is requested or in excess of the regular scheduled workweek. G. No vacation leave shall be accumulated by employees while they are on an unpaid leave of absence. H. Vacation may be taken prior to the completion of the employee's probationary period under special circumstances and with the approval of the department head. I. In the event one or more City holidays fall within a vacation period, such holidays shall not be charged as vacation leave. J. Upon separation from City employment, compensation shall be paid for vacation leave that has been earned but not taken. K. Vacation leave shall be requested in fifteen (15) minute increments. L. The department head retains discretion to cancel previously authorized vacation in the case of an emergency. M. The City Administrator or his /her designee may grant additional leave upon commencement of employment in order to attract highly qualified and experienced executive and management level staff. 14 Section 7. SICK LEAVE A. All full-time employees shall accrue up to 80 hours of sick leave per calendar year, at a rate of 3.08 of sick leave hours per pay period. B. In accordance with the Healthy Workplaces, Healthy Families Act of 2014, beginning July 1, 2015, all part-time and temporary employees (excluding CalPERS retired annuitants) working for 30 or more days within a year shall be entitled to accrue paid sick days at the rate of one (1) hour per every 30 hours worked and shall be eligible to use accrued sick leave after satisfying a 90-rip employment period.- C. Employees shall only receive sick leave accrual while they are in a paid status. D. The City shall allow annual carry-over of sick leave hours for full-time employees up to a maximum accrual cap of 960 hours and 48 hours for eligible part-time/ temporary employees. This bank of carry-over sick leave would provide a cushion for long-term illnesses and injuries. E. Any sick leave hours exceeding 960 hours (full-time) or 48 Hours (part-time will be compensated for at the end of the calendar year at 50% of the employee's hourly rate. F. Temporary employees are not eligible for cash-out of accrued sick leave hours. G. All employees who are rehired with a break in service of less than one year are entitled to have previously unpaid accrued and unused paid sick days reinstated. H. Sick leave shall be allowed on account of actual illness, for the diagnosis, care, or treatment of an existing health condition or preventative care for an employee or an employee's family member (including to care for a parent-in-law, grandparent, grandchild, or a sibling, in addition to child, parent, spouse or registered domestic partner). Sick leave shall also be allowed for an employee for certain purposes related to being a victim of domestic violence, sexual assault, or stalking. Preventive health care shall include medical and dental appointments (if such appointments cannot be arranged other than during working hours) and injury not arising out of and in the course of employment. Sick leave shall be used in increments of fifteen (15) minutes and shall not be taken in excess of time earned at the time it is taken. I. Foreseeable sick leave requires advance notification, while unforeseeable sick leave requires notice as soon as practicable. If sick leave on account of any of the above illnesses exceeds two (2) consecutive working days, the employee, prior to return to work, shall submit a statement of such disability illness or injury from the employee or family member's physician. The statement shall certify the physical condition of the employee/employee's family member that prevented the 15 employee from performing the duties of said employee's position during the period of absence. The department head or designee, in accordance with departmental procedure, shall approve all sick leaves. Notwithstanding the above, the City may require verification of sick leave use whenever it has reason to believe there is misuse, abuse or a pattem of abuse. J. Abuse of sick leave, and excessive leave, may constitute grounds for disciplinary action. Abuse of sick leave includes, but is not limited to, not adhering to sick leave policies, using sick leave for purposes not enumerated in this policy, and falsifying or misstating facts when using sick leave. A pattern of sick leave usage on Mondays, Thursdays, and immediately before and after holidays and/or vacations may be evidence of sick leave abuse. A violation of this policy will result in corrective action including counseling and/or disciplinary action, and/or a mandatory referral to the City's Employee Assistance Program. This determination of abuse does not apply to an employee's use of sick leave under an approved family, medical, and/or pregnancy disability leave in accordance with state and federal laws. K. If in the opinion of the department head it appears that an employee may be establishing a pattem of abuse of sick leave or frequent or excessive absences, a statement establishing the need for sick leave from the employee's physician may be required as a condition of approved sick leave. L. Employees may use accrued compensatory or vacation leave for extended sick leave absence because of a prolonged and continuing illness and/or medical treatment after sick leave has been exhausted. M. Employees are required to use accumulated sick leave concurrently with absences on account of a work related injury arising out of and in the course of his/her employment. In cases where the injury suffered is covered by Workers Compensation Insurance, accumulated sick leave must be used concurrently to make up the difference between Workers Compensation Insurance allowance and full base pay. Please refer to Personnel Policy, Family and Medical leave Policy. N. If an employee resigns from the City with 20 years or more of continuous service, he/she will be compensated for all unused sick leave hours in his/her sick leave bank at the time of separation at 50% of his/her then current regular hourly rate of pay. O. If an employee retires from the City with 15 or more years of continuous service, but fewer than 20 years, he/she will be compensated for all unused sick leave hours in his/her sick leave bank at the time of separation at 50% of his/her then current regular hourly rate of pay. If an employee retires from the City with 20 or more years of continuous service, he/she will be compensated for all unused sick 16 leave hours in his/her sick leave bank at the time of separation at 100% of his/her then current regular hourly rate of pay. P. If a temporary employee resigns or the temporary assignment has ended, he/she shall not be eligible for compensation of unused sick leave hours in his/her sick leave bank at the time of separation, 17 Section 8. FAMILY SICK LEAVE (KIN CARE) In any calendar year, employees may use the employee's accrued and available sick leave entitlement, in an amount not more than the sick leave that would be accrued during six months at the employee's then current rate of entitlement, for qualifying family illness as follows: Sick leave for family illnesses will be allowed only for the sickness of the spouse of, or the children of, or mother or father of, the employee living within the same household. In the case of joint custody of a child, illness of the child occurring at the other custodial parent's house may also qualify. The department head shall approve all family sick leaves and a statement establishing the need for sick leave from a physician may be required as a condition of payment while on such leave. 18 Section 9: BEREAVEMENT LEAVE A. Permanent full-time employees, regardless of period of service, may in the event of death or if death appears imminent, of any "immediate family member" as defined below, including the equivalent relatives of a registered domestic partner, be allowed up to the equivalent of four (4) work days (total hours may vary depending on work schedule) of bereavement leave without loss of salary. Relative All Regular Employees Spouse 4 work days Child 4 work days Registered 4 work days Domestic Partner Step-Child 4 work days Parent 4 work days Step-Parent 4 work days Mother-in-law 4 work days Father-in-law 4 work days Grandchild 4 work days Step-Grandchild 4 work days Grandparent 4 work days Grandpa rent-in-law 4 work days Brother 4 work days Sister 4 work da s Step-Sister 4 work days Step-Brother 4 work days Dau titer-in-law 4 work days Son-in-law 4 work days Brother-in-law* 4 work days Sister-in-law* 4 work days "Brother-in-law and sister-in-law are defined as the spouse of the employee's sibling or the sibling of the employee's spouse. B. Bereavement leave is paid over a maximum of seven (7) workdays and is paid in thirty-minute increments. The bereavement leave begins on the first regularly scheduled workday as requested by the employee. If the employee learns of the death while at work, he or she is entitled to leave work immediately; this partial day leave will not be counted towards the bereavement leave. C. Bereavement leave must be authorized by the Department head and must be utilized within fifteen (15) days of employee learning of the death, or of the date of foreseen imminent death of the immediate family member, unless special circumstances require that the leave begin at a later date. Such requests to the Department head shall be made within 15 days of the employee learning of the 19 death or of the date of foreseen imminent death and shall not be unreasonably denied. D. Representatives may be authorized by the Department head to attend with pay the funeral of a co-worker in said department on behalf of the City if the funeral of the deceased co-worker occurs during working hours; provided the funeral is held within a reasonable distance of City limits. 20 Section 10: JURY DUTY A. All regular full-time employees summoned to serve on jury duty shall be provided "Jury Duty Pay" and there shall be no loss of compensation. An employee will be compensated up to two weeks at full pay for jury duty. The employee must provide notice of the expected jury duty to his or her supervisor as soon as possible, but in no case later than 14 calendar days before the expected start date of the jury duty. B. An employee on call for jury duty is expected to report to work. An employee who is called in for jury duty does not have to report to work before or after appearing in court. All employees shall obtain verification of the hours of jury duty performed using verification forms as may be supplied by the court. C. Except as herein provided, employees shall remit to the City any compensation received for those days while on jury duty and shall receive regular pay for the time served. Employees shall be reimbursed by the City for the mileage portion of the jury duty compensation. Jury duty performed on an employee's regular day off shall not be compensated by the City and the employee shall be entitled only to the jury's compensation for duty performed on such employee's regular day off. Employees assigned to jury duty on a City authorized holiday will be considered to have taken such a holiday and will receive regular holiday pay, but the employee shall be entitled to the jury compensation for duty performed on such holiday. 21 Section 11: AUTOMOBILE ALLOWANCE AND REIMBURSEMENT FOR EXPENSES A. Any employee who is required to use said employee's personal automobile in the course of employment with the City shall be reimbursed for each mile actually traveled on official business in accordance with the per mile reimbursement rate allowed by the Internal Revenue Service in effect at the time of such travel. B. Any employee who is required to travel in the performance of his or her duties or to attend an authorized meeting or conference which is of benefit to the City shall be reimbursed for reasonable expenses incurred for transportation, meals, lodging and incidentals. Automobile allowance and reimbursement for expenses shall be recommended by the department head or designee and approved by the City Administrator pursuant to the provisions of the City of Vernon Travel and Meeting Expense Reimbursement Administrative Policy. No allowance shall be made for transportation between the employee's home and the place where such person is normally employed by the City. C. Certain employees serving in specified classifications shall receive a monthly automobile allowance a s set forth b e l o w and incorporated herein by reference; alternatively, specified employees may opt to receive use of a City- owned vehicle and fuel. Classification Amount _ City Administrator $600.00 or City Vehicle & Fuel City Attorney $400.00 Economic Development $400.00 Manager Finance Director $400.00 Fire Chief City Vehicle & Fuel Assistant Fire Chief City Vehicle & Fuel Fire Marshal City Vehicle & Fuel Administrative Fire Battalion City Vehicle & Fuel Chief Administrative Fire Captain City Vehicle & Fuel Fire Training Captain City Vehicle & Fuel General Manager of Public $400.00 Utilities 22 Industrial Development Director $400.00 Utilities Operations Manager City Vehicle & Fuel Utilities Engineering Manager City Vehicle & Fuel Police Chief City Vehicle & Fuel Health Director $400.00 Police Admin. Lieutenant City Vehicle & Fuel Police Canine Officer #1 City Vehicle & Fuel Police Canine Officer #2 City Vehicle & Fuel Police Captain City Vehicle & Fuel Police Lieutenant City Vehicle & Fuel Police Motor Officer #1 City Vehicle & Fuel Police Motor Officer #2 City Vehicle & Fuel Police Sergeant on Detective City Vehicle & Fuel Duty Public Information Officer $400.00 Public Works Director $400.00 D. Wherever an automobile allowance is made to any employee for the use of their personal automobile, such allowance shall not be payable whenever the employee is on vacation, leave of absence, or otherwise absent the entire calendar month, unless otherwise specified by the City Administrator. E. The City shall not be responsible for repairs or any additional costs for upkeep, fuel, lubrication, replacement in whole or in part, or other expenses in connection with any such vehicle beyond the respective amounts set forth above. 23 Section 12: HEALTH INSURANCE A. The City offers various medical plans to employees under a Section 125 Cafeteria plan (non-cash out). The City reserves the right to select, administer, or fund any fringe benefit program involving insurance that now exist or may exist in the future. The City will adhere to the cafeteria plan requirements in accordance with IRS Section 125 regulations. B. The City shall contribute for each full-time employee up to the maximum amounts as set forth below per pay period, toward the cost of his/her medical plan as outlined in Subsection A through C below. In the event an employee does not exhaust nor exceed his/her monthly medical allowance, the employee shall be allowed to apply any unused portion towards the purchase of dental, vision, supplemental or ancillary plans offered through the City and approved by the Director of Human Resources. a. Effective July 1, 2016, employees shall receive a cafeteria plan contribution equal to the total premium costs of the Employee Only, Employee + Spouse, Employee + Child(ren), or Employee + Family Low Medical HMO, lowest cost Dental DMO, and lowest cost vision Plan that corresponds with the employees' benefit selection or $1,120, whichever is greater. The allotment amounts will vary based on the premium costs that go into effect on January 1 st of each calendar year. b. Employees that elect a health plan higher than the Low HMO medical, dental and/or vision, will be responsible for any applicable, excess premium costs; however, if employees opt out of dental and/or vision coverage, they may use the allotments for those respective coverages toward excess medical premiums. c. Employees who elect the PPO/HSA coverage shall receive an equal benefit to that described above, less $3,000 on an annual basis, which would instead be deposited to their HSA account. C. City Council members are entitled to the same medical benefits offered to the management and confidential employees. The City shall not pay or reimburse any medical-related health, vision, or dental costs not covered by the City's insurance program or Medicare for City Council members or their eligible dependents or spouses. D. The City shall not provide or reimburse the City Council members or their dependents or spouses for expenses incurred relating to a PERS long-term health care benefit. 24 Section 13. DENTAL INSURANCE The City of Vernon provides a dental insurance plan to full-time employees. In the event an employee does not exceed his/her monthly employer medical allowance, the employee shall be allowed to apply any unused portion toward the purchase of dental insurance for himself/herself and eligible dependents (spouse, registered domestic partners and qualified dependents). The cost of any plan selected by the employee that exceeds his/her monthly employer medical allowance shall be paid by the employee through a pre-tax payroll deduction. 25 Section 14. VISION INSURANCE The City of Vernon provides a vision care plan to full-time employees. The City shall pay 100% of the cost of such a plan for employees only. Employees shall have the option of purchasing vision care for their dependents at a cost of $6.95 for one dependent or $13.95 for two or more dependents. In the event an employee does not exceed his/her monthly employer medical allowance, the employee shall be allowed to apply any unused portion towards the purchase of additional provided coverage for vision care. For all itemized benefit amounts specified in the City of Vernon Vision Plan (CVVP) that fall below $150 shall be raised to $150. 26 Section 15. LIFE INSURANCE The City provides a $20,000 life insurance plan to full-time employees. The City shall pay 100% of the cost of such plan for employees. The City's agreement to pay full or partial costs of said premiums shall not create or ripen into a vested right for said employee. In the event an employee does not exceed his/her monthly employer medical allowance, the employee shall be allowed to apply any unused portion towards the purchase of additional provided coverage for supplemental life insurance. 27 Section 16. DEFERRED COMPENSATION PLAN Employees are eligible to participate in the City's Deferred Compensation Program. 28 Section 17. CALIFORNIA PUBLIC EMPLOYEE RETIREMENT SYSTEM (CALPERS) CONTRIBUTION The City advises that it makes no representation to employees as to whether any of the compensation or payments in this document are subject to CalPERS service credit or pensionable income. Any determination by CalPERS to not fully credit the compensation and/or service time provided under this document is not a proper basis on which to pursue any claim or action against the City related to any determination made by CalPERS in connection with this document. MISCELLANEOUS EMPLOYEES A. The City shall maintain its contract with the California Employees Public Retirement System (PERS) that provides full-time employees hired before January 1, 2013 with 2.7% at 55 PERS retirement benefit plan. As a result of the recent passage of AB 340, Public Employee Pension Reform Act (PEPRA), new CalPERS members hired on or after January 1, 2013 who meet the definition of new member under PEPRA, shall be provided a 2.0% at 62 PERS retirement benefit plan. B. Employees shall be responsible for paying 100% of their PERS employee's contributions. C. The City provides additional supplemental retirement benefits to full-time employees under CalPERS as follows: a. Gov't Code Section: 20042 — (Classic Members Only) One Year Final Compensation New employees hired on or after January 1, 2013 who meet the definition of new member under PEPRA shall receive 3 Year Average Final Compensation b. Gov't Code Section: 21024 - Military Service Credit as Public Service C. Gov't Code Section: 21624, 21626, 21628 — Post Retirement Survivor Allowance d. Gov't Code Section: 21548 — Pre-Retirement Option 2W Death Benefit d. Gov't Code Section: 21573 — Third Level of 1959 Survivor Benefits 29 D. The payment to CalPERS made by the City on behalf of the affected employee shall not be considered as base salary but shall be considered an employer contribution pursuant to Section 414(h)(2) of the Internal Revenue Code. SAFETY EMPLOYEES A. The City shall maintain its contract with the California Employees Public Retirement System (PERS) that provides full-time safety employees hired before January 1, 2013 with 3.0% at 50 PERS retirement benefit plan. As a result of the recent passage of AB 340, Public Employee Pension Reform Act (PEPRA), new CalPERS safety members hired on or after January 1, 2013 who meet the definition of new member under PEPRA, shall be provided a 2.7% at 57 PERS retirement benefit plan. B. Employees shall be responsible for paying their PERS nine percent (9%) employee's contributions. C. The City provides additional supplemental retirement benefits to full-time employees under CalPERS as follows: a. Gov't Code Section: 20042 — (Classic Members Only) One Year Final Compensation New employees hired on or after January 1, 2013 who meet the definition of new member under PEPRA shall receive 3 Year Average Final Compensation b. Gov't Code Section: 20124 - Military Service Credit as Public Service C. Gov't Code 21574 —4th Level 1959 Survivor Benefit (Fire members only) d. Gov't Code Section: 21571 — Basic Level of 1959 Survivor Benefit (Police members only) e. Gov't Code Section: 21624, 21626, 21628 — Post Retirement Survivor Allowance f. Gov't Code Section: 21548 - Pre-Retirement Option 2W Death Benefit (Fire members only) g. Gov't Code Section 20965 —Credit for Unused Sick Leave D. The payment to CalPERS made by the City on behalf of the affected employee shall not be considered as base salary but shall be considered an employer contribution pursuant to Section 414(h)(2) of the Internal Revenue Code. 4i k Section 18. RETIREE MEDICAL - NON-SAFETY EMPLOYEES A. The City will pay up to the amount equivalent to the then current, lowest cost, employee only HMO insurance premium for the City's medical and/or dental insurance premium(s) for all full-time employees designated as Executive, Management, Mid-Management and Confidential who retire at age 60 or later with at least twenty(20) years of continuous uninterrupted service. Eligible retirees may opt not to enroll in the City's medical and/or dental insurance coverage and instead receive a monthly reimbursement up to the then-current lowest cost City- offered Employee-only medical HMO and/or dental HMO insurance premium. Once an eligible retiree opts not to enroll in the City's medical and/or dental insurance, he or she will not be allowed to re-enroll. Once an eligible retiree who has opted out reaches Medi-care eligibility, the retiree shall receive a monthly reimbursement to the then-current cost of supplemental coverage. B. Eligible retirees will be permitted to enroll in a higher-cost plan and pay the amount in excess of the HMO equivalent. C. All full-time regular employees with at least thirty (30) years of continuous uninterrupted service who retire before the age of sixty (60) years will be permitted to pay their medical and/or dental insurance premiums, and, upon reaching the age of sixty (60), the City will pay up to the amount equivalent to the then current lowest cost, employee only HMO medical and/or dental insurance premium(s). D. All full-time regular employees, who retire with a minimum of ten (10) years of continuous uninterrupted service with the City, may pay the premium(s) for medical and/or dental insurance. E. All retiree medical and/or dental insurance benefits provided pursuant to subsections A, B, and C above, shall be for retired employees only and shall not include their spouses or other dependents. F. All retired employees who receive medical and/or dental insurance benefits pursuant to subsections A, B, or C above and who reach the age of sixty-five (65), are required to be enrolled in Medicare, and shall show proof of such enrollment, where upon the City's insurance policy will become supplemental coverage, if applicable. G. Should the retired employee fail to pay any premiums due for the cost of the insurance premium for the City's medical-dental insurance program for any two (2) consecutive months, or should the coverage otherwise lapse for any reason other than City's non-payment, then the City's obligation to make further payment under the retiree medical benefits program shall automatically terminate and cease, without the need for further notice. H. The City's obligation to make any payment under the retiree medical benefits 3l program shall automatically terminate and cease upon the death of the retired employee. I. The offer of the retiree medical benefits is not a vested right for future years. J. City Council members are entitled to the same retiree medical benefits offered to all full-time regular employees as identified under the citywide resolution for retiree medical benefits in effect at the time Council members retire. 32 Section 19. LONGEVITY PROGRAM A. LONGEVITY PROGRAM FOR EMPLOYEES EMPLOYED ON OR BEFORE JUNE 30, 1994. The City has established a longevity program for all employees. The longevity program described herein will apply to all employees, except Department Heads and employees covered in a collective bargaining agreement, employed on or before June 30, 1994. a. Five (5) Years of Service. All eligible employees who have five (5) years of consecutive uninterrupted service on or before July 1, 1986, shall receive an additional five percent (5%) per month of their base salary effective July 1, 1986, and every year thereafter until reaching the next step. Employees upon reaching their 5th anniversary date after July 1, 1986, shall be entitled to said five percent (5%) per month upon said anniversary date. b. Ten (10) Years of Service. All eligible employees who have ten (10) years of consecutive uninterrupted service on or before July 1, 1987, shall receive an additional ten percent (10%) per month of their base salary effective July 1, 1987, and every year thereafter until reaching the next step. Employees upon reaching their 10th anniversary date after July 1, 1987, shall be entitled to said ten percent (10%) per month upon said anniversary date. c. Fifteen (15) Years of Service. All eligible employees who have fifteen (15) years of consecutive uninterrupted service on or before July 1, 1988, shall receive an additional fifteen percent (15%) per month of their base salary effective July 1, 1988, and every year thereafter until reaching the next step. Employees upon reaching their 15th anniversary date after July 1, 1988, shall be entitled to said fifteen percent (15%) per month upon said anniversary date. d. Twenty (20) Years of Service. All eligible employees who have twenty (20) years of consecutive uninterrupted service on or before July 1, 1989, shall receive an additional twenty percent (20%) per month of their base salary effective July 1, 1989, and every year thereafter. Employees upon reaching their 20th anniversary date after July 1, 1989, shall be entitled to said twenty percent (20%) per month upon said anniversary date. e. Thirty (30) Years of Service — Fire - Sworn All eligible fire employees who have been appointed to a position ranking above Captain and who have thirty (30) years of consecutive uninterrupted service on or before July 1, 1991, shall receive an additional twenty-five percent (25%) of their base salary per month effective July 1, 1991, and every year thereafter. Employees in 33 said position upon reaching their 30th anniversary date after July 1, 1991, shall be entitled to said twenty-five percent (25%) per month upon said anniversary date. f. Compensation Not Cumulative. Payment of the aforesaid longevity compensation shall not be cumulative and only the highest applicable longevity pay shall be paid. B. LONGEVITY PROGRAM FOR EMPLOYEES ON OR AFTER JULY 1, 1994 AND ON OR BEFORE DECEMBER 31, 2013. The longevity program described in Section B herein will apply to all employees, except Department Heads and employees covered in a collective bargaining agreement, employed on or after July 1, 1994. a. Five 5 Years of Service. All eligible employees who are employed on or after July 1, 1994 and on or before December 31, 2013, who attain five (5)years of consecutive uninterrupted service shall receive an additional five percent (5%) per month of their base salary. Such employees upon reaching their 5th anniversary date shall be entitled to receive said five percent (5%) per month upon said anniversary date. Further, such employees will not be entitled to receive any additional percentage increase to their base salary for further service. This subsection shall only apply to employees hired on or after July 1, 1994 and on or before December 31, 2013. 34 Section 20. BILINGUAL PAY A program is hereby established for all employees whose regular and essential job duties as described in their job description provide for interaction with the public on a regular basis, allowing said employee to be compensated for bilingual skills after the employee demonstrates proficiency in speaking Spanish (the ability to read and write in Spanish may also be tested, if necessary), which proficiency would be determined by successful completion of a proficiency test administered by the Human Resources Department. Those employees who successfully demonstrate this skill would be eligible to receive an additional One Hundred Twenty-Five Dollars ($125.00) per month for bilingual pay. 35 Section 21. UNIFORM ALLOWANCE A. If an employee's job classification requires him/her to wear a uniform while on duty, as designated by the City or employee's Department, the City will provide and launder such uniform. B. For the Administrative Secretary and Police Records Manager that works in the Police Department, the City will provide the initial set of uniforms to the employees. The newly hired employee will receive: two (2) class A uniforms; two (2) class B uniforms; two (2) polo shirts and one (1) jacket or sweater. On all subsequent anniversary dates the City will provide an annual uniform purchase and maintenance allowance of $600.00. The employee's uniforms shall meet the applicable regulations for his/her job classification pursuant to City/Departmental policies. C. The monetary value of uniforms shall be reported to CaIPERS in accordance with CCR 571(a) and as defined by GC 7522.04(f) 36 Section 22. STAND-BY POLICY The purpose of the Stand-by Policy is to have employees on stand-by to respond to major incidents and emergencies during non-working hours which require immediate attention to availability of qualified individuals with expertise in operating, maintaining, restoring and repairing the City's technology systems. A. It is presently anticipated that the need for stand-by is for one (1) Information Technology staff, with the understanding that actual stand-by staffing, if any, remains at the discretion of the department head. B. The Stand-by Policy does not apply to FLSA exempt managers and Executive staff. C. Stand-by duty requires that an employee be accessible, available, and physically able to report to work. The employee must possess a City issued mobile phone device that remains available for immediate contact. The employee must be ready, willing, and able to respond to an emergency or incident or request for assistance based on a pre-arranged schedule. Employees on stand-by must respond to the mobile phone call immediately and be able to respond to the City within one (1) hour of being called upon. The department head or designee will determine if an employee is qualified to perform stand-by duties. The stand by duty period shall be defined by the Department Head. D. Employees on "stand—by" shall receive two (2) hours of regular straight time compensation for each date that the employee is assigned to be on stand-by. Stand-by time is not counted as hours worked for purposes of overtime calculation as employees are not restricted in their activities and may engage in non-work related personal activities. On City-recognized Holidays where City Hall is closed, employees on stand-by will be compensated four (4) hours of straight time compensation. E. An employee assigned to stand-by who is not available to report will be subject to appropriate disciplinary action, unless the employee provides sufficient notice to their immediate supervisor of their incapacity to respond prior to the call back so that appropriate arrangements can be made for stand-by coverage. F. When an employee on "stand-by' is called back to the City, he/she shall be entitled to "stand-by' pay. Call back duty does not occur when an employee is held over from his/her prior shift, or is working planned overtime. An employee called back to duty shall be paid a minimum of four (4) hours of pay at the applicable overtime rate. Time begins when the call back request is received and ends when the employee returns home. If work is performed remotely, the employee shall receive hour for hour compensation at the applicable overtime rate. 37 G. The employee will at times remain able to immediately respond to any emergencies. H. Each employee on stand-by duty is accountable to all of the rules and regulations of the City. I. In the event of a call back, the employee will wear his/her City uniform, if applicable. 38 PART II CLASSIFICATION AND COMPENSATION PLAN I 39 Section 1. PURPOSE Exhibit A to this resolution is enacted pursuant to the City of Vernon City Charter to provide for the classification and compensation of City officers and employees, and to conform to the principle of equal pay for equal work. Officers and employees of the City of Vernon shall receive compensation and costs in accordance with the amounts set forth in the attached compensation plan. Section 2. THE COMPENSATION PLAN The basic compensation plan for the various employee units, groups and non- classified employees, as of the date of adoption of this plan is hereby established as set forth in Exhibit A, Citywide Classification and Compensation Plan, which is attached hereto and incorporated herein by reference. The City Administrator shall have authority to create and maintain salary steps to implement the provisions of this Section. Salaries granted pursuant to this provision shall be reported to PERS as compensation earned. Please refer to Human Resources Policy II-3, Salary Plan for specific policy and procedures. Section 3. THE CLASSIFICATION PLAN The classification plan includes the allocation of class titles to salary ranges for City officers and employees. The Classification Plan further includes the allocation of class titles to salary ranges for those employees that are designated as exempt from the classified service. These exempt classes are for elective officers; persons appointed by the City Council, including the City Administrator, and City Attorney; persons appointed by the City Administrator, including department head or designees; and persons appointed by the City Attorney pursuant to City of Vernon Municipal Code that serve in an "at will" capacity subject to the terms and conditions of an employment contract and are so designated in the plan as "non-classified." The classification plan as of the date of adoption of this plan is hereby established as set forth in Exhibit "A" which is attached hereto and incorporated herein by reference. The Human Resources Director, with approval by the City Administrator or his/her designee, is responsible for maintenance of the Classification Plan, including the allocation of new or changed positions to the appropriate class, the recommendation of proper salary ranges within the provision of pay administration, maintenance of up- to-date class specifications, and the preparation of reports and recommendations on revisions to the Classification Plan. Please refer to Human Resources Policy II-1, Classification Plan Administration for specific policy and procedures. 40 EXHIBIT A CLASSIFICATION AND COMPENSATION PLAN 41 City of Vernon 1 of 23 Classification and Compensation Plan Adopted June 20, 2017 . . . . Classes FLSA PAY . . r . . OFFICIALSELECTED 1025 Council Member E 001 $26,268 $2,189 nla $1,010.31 1030 Mayor E 001 $26.268 $2,189 nla $1,010.31 CITY ADMINISTRATION GROLJP 1010 City Administrator E E50 Step 1 $246,264 $20,522 $118.3962 $9,471.69 Step 2 $258,576 $21,548 $124.3154 $9,945.23 Step 3 $271,500 $22,625 $130.5288 $10,442.31 Step 4 $285,048 $23,754 $137.0423 $10,963.38 Step 5 $299,304 $24,942 $143.8962 $11,511.69 1015 Deputy City Administrator E WO Step 1 $151,176 $12,598 $72.6808 $5,814.46 Step 2 $158,736 $13,228 $76.3154 $6,105.23 Step 3 $166,680 $13,890 $80.1346 $6,410.77 Step 4 $175,020 $14,585 $84.1442 $6.731.54 Step 5 $183,768 $15,314 $88.3500 $7,068.00 1020 Economic Development Manager E M34 Step 1 $112,812 $9,401 $54.2365 $4,338.92 Step 2 $118,452 $9,871 $56.9481 $4,555.85 Step 3 $124,380 $10,365 $59.7981 $4,783.85 Step 4 $130,596 $10,883 $62.7865 $5,022.92 Step $137,124 $11,427 $65.9250 $5,274.00 1035 Public Information Officer E M31 Step 1 $97,452 $8,121 $46.8519 $3.748.15 Step 2 $102,324 $8,527 $49.1942 $3.935.54 Step 3 $107,436 $8,953 $51.6519 $4.132.15 Step 4 $112,812 $9,401 $54.2365 $4,338.92 Step 5 $118,452 $9,871 $56.9481 $4,555.85 Information4 + FGroup 1625 Information Technology Analyst NE C26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 1620 Information Technology Analyst, Senior NE C30 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 City of Vernon 2 of 23 Classification and Compensation Plan Adopted June 20, 2017 class Occupational Job Families and Job Classes FLSA PAY GRADECode ., Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 1610 Information Technology Manager E M37 Step 1 $130,596 $10,883 $62.7865 $5,022.92 Step 2 $137,124 $11,427 $65.9250 $5,274.00 Step 3 $143,976 $11,998 $69.2192 $5,537.54 Step 4 $151,176 $12,598 $72.6808 $5,814.46 Step 5 $158,736 $13,228 $76.3154 $6,105.23 1630 Information Technology Technician NE C22 Step 1 $62,808 $5,234 $30.1962 $2,415.69 Step 2 $65,952 $5,496 $31.7077 $2,536.62 Step 3 $69,252 $5,771 $33.2942 $2,663.54 Step 4 $72,720 $6,060 $34.9615 $2,796.92 Step 5 $76,356 $6,363 $36.7096 $2,936.77 1615 Programmer/Analyst F C30 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 ATTORNEYCITY - • 1110 City Attorney E E48 Step 1 $223,368 $18,614 $107.3885 $8,591.08 Step 2 $234,540 $19,545 $112.7596 $9,020.77 Step 3 $246,264 $20,522 $118.3962 $9,471.69 Step 4 $258,576 $21,548 $124.3154 $9,945.23 Step 5 $271,500 $22,625 $130.5288 $10,442.31 1115 Deputy City Attorney E M38 Step 1 $137,124 $11,427 $65.9250 $5,274.00 Step 2 $143,976 $11,998 $69.2192 $5,537.54 Step 3 $151,176 $12,598 $72.6808 $5,814.46 Step 4 $158,736 $13,228 $76.3154 $6,105.23 Step 5 $166,680 $13,890 $80.1346 $6,410.77 1507 Executive Legal Secretary NE C23 Step 1 $65,952 $5,496 $31.7077 $2.536.62 Step 2 $69,252 $5,771 $33.2942 $2,663.54 Step 3 $72,720 $6,060 $34.9615 $2,796.92 Step 4 $76,356 $6,363 $36.7096 $2,936.77 Step 5 $80,172 $6,681 $38.5442 $3,083.54 1525 Legal Secretary NE C21 City of Vernon 3 of 23 Classification and Compensation Plan Adopted June 20, 2017 Occupational Job Families and Job Classes FLSA PAY GRADE Annual morithly Hwrly Pay Period Step 1 559.820 $4,985 $28.7596 $2.300.77 Step 2 $62,808 $5,234 $30.1962 $2,415.69 Step 3 $65,952 $5,496 $31.7077 $2,536.62 Step 4 $69,252 $5,771 $33.2942 $2,663.54 Step 5 $72,720 $6,060 $34.9615 $2.796.92 1113 Senior Deputy City Attorney E M39 Step 1 $143,976 $11,998 $69.2192 $5,537.54 Step 2 $151,176 $12,598 $72.6808 $5,814.46 Step 3 $158,736 $13,228 $76.3154 $6,105.23 Step 4 $166,680 $13,890 $80.1346 $6,410.77 Step 5 $175,020 $14,585 $84.1442 $6,731.54 CITY CLERK'S OFFICE 1310 City Clerk E E41 Step 1 $158,736 $13,228 $76.3154 $6,105.23 Step 2 $166,680 $13,890 $80.1346 $6,410.77 Step 3 $175,020 $14,585 $84.1442 $6,731.54 Step 4 $183,768 $15,314 $88.3500 $7,068.00 Step 5 $192,960 $16,080 $92.7692 $7,421.54 1315 Deputy City Clerk NE C26 Step 1 $76,356 $6.363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,570 1320 Records Management Assistant NE C20 Step 1 $56,976 $4,748 $27.3923 $2.191.38 Step 2 $59,820 $4,985 $28.7596 $2,300.77 Step 3 $62,808 $5,234 $30.1962 $2,415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33.2942 $2,663.54 Y1 $69,840 $5,820 $33.5769 $2,686.15 ADMINISTRATIVE AND CLERICAL GROUP 1530 Administrative Assistant NE G13 Step 1 $40,500 $3,375 $19.4712 $1,557.69 Step 2 $42,528 $3,544 $20.4462 $1,635.69 Step 3 $44,652 $3,721 $21.4673 $1,717.38 Step 4 $46,884 $3,907 $22.5404 $1,803.23 Step 5 $49,224 $4,102 $23.6654 $1,893.23 1530 Administrative Assistant, (Confidential) NE C13 Step 1 $40,500 $3,375 $19.4712 $1,557.69 Step 2 $42,528 $3,544 $20.4462 $1,635.69 City of Vernon 4 of 23 Classification and Compensation Plan Adopted June 20, 2017 class Occupational Job Families and Job Classes FLSA PAY Code GRADE .. Slap 3 $44,652 $3,721 $21.4673 $1,717.38 Step 4 $46,884 $3,907 $22.5404 $1,803.23 Step 5 $49,224 $4,102 $23.6654 $1.893.23 1520 Administrative Assistant, Senior NE G17 Step 1 $49,224 $4,102 $23.6654 $1,893.23 Step 2 $51,684 $4,307 $24.8481 $1,987.85 Step 3 $54,264 $4,522 $26.0885 $2,087.08 Step 4 $56,976 $4,748 $27.3923 $2,191.38 Step 5 $59,820 $4,985 $28.7596 $2,300.77 1520 Administrative Assistant, Senior(Confidential NE C17 Step 1 $49,224 $4,102 $23.6654 $1,893.23 Step 2 $51,684 $4,307 $24.8481 $1,987.85 Step 3 $54,264 $4,522 $26.0885 $2,087.08 Step 4 $56,976 $4,748 $27.3923 $2,191.38 Step 5 $59,820 $4,985 $28.7596 $2,300.77 1510 Administrative Secretary NE C20 Step 1 $56,976 $4,748 $27.3923 $2,191.38 Step 2 $59,820 $4,985 $28.7596 $2,300.77 Step 3 $62,808 $5,234 $30.1962 $2,415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33.2942 $2.663.54 Grandfathered - G3 $73,704 $6,142 $35.4346 $2,834.77 1500 Executive Assistant to the City Administrator NE C24 Step 1 $69,252 $5,771 $33.2942 $2,663.54 Step 2 $72,720 $6,060 $34.9615 $2,796.92 Step 3 $76,356 $6,363 $36.7096 $2,936.77 Step 4 $80,172 $6,681 $38.5442 $3,083.54 Step 5 $84,180 $7,015 $40.4712 $3,237.69 1490 Administrative Analyst NE C26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 FINANCE GROUP 1250 Account Clerk NF G14 Step 1 $42,528 $3,544 $20.4462 $1,635,69 Step 2 $44,652 $3,721 $21.4673 $1,717.38 Step 3 $46,884 $3,907 $22.5404 $1,803.23 Step 4 $49,224 $4,102 $23.6654 $1,893.23 Step 5 $51,684 $4.307 $24.8481 $1,987.85 City of Vernon 5 of 23 Classification and Compensation Plan Adopted June 20, 2017 OccupationalClass . . Families and Job Classes FLSA PAY Cade GRADE . . 1247 Account Clerk, Senior NE G18 Step 1 $51,684 $4,307 $24.8481 $1,987.85 Step 2 $54,264 $4,522 $26.0886 $2,087.08 Step 3 $56,976 $4,748 $27.3923 $2,191.38 Step 4 $59,820 $4,985 $28.7596 $2,300.77 Step 5 $62,808 $5,234 $30.1962 $2,415.69 1240 Accountant NE C22 Step 1 $62,808 $5,234 $30.1962 $2,415.69 Step 2 $65,952 $5,496 $31.7077 $2,536.62 Step 3 $69,252 $5,771 $33.2942 $2.663.54 Step 4 $72,720 $6,060 $34.9615 $2,796.92 Step 5 $76,356 $6,363 $36.7096 $2,936.77 1230 Accountant, Senior M- t3 Step 1 $80,172 $6,681 $38.5442 $3,083.54 Step 2 $84,180 $7,015 $40.4712 $3,237.69 Step 3 $88,392 $7,366 $42.4962 $3,399.69 Step 4 $92,808 $7,734 $44.6192 $3,569.54 Step 5 $97,452 $8.121 $46.8519 $3,748.15 1234 Assistant Buyer NE G20 Step 1 $56,976 $4,748 $27.3923 $2.191.38 Step 2 $69.820 $4,985 $28.7596 $2,300.77 Step 3 $62.808 $5,234 $30.1962 $2,415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33.2942 $2,663.54 1220 Assistant Finance Director M 39 Step 1 $143,976 $11,998 $69.2192 $5,537.54 Step 2 $151,176 $12,598 $72.6808 $5,814.46 Step 3 $158,736 $13,228 $76.3154 $6,105.23 Step 4 $166,680 $13,890 $80.1346 $6,410.77 Step 5 $175,020 $14,585 $84.1442 $6,731.54 1249 Business License Clerk N G16 Step 1 $46,884 $3,907 $22.5404 $1,803.23 Step 2 $49,224 $4,102 $23.6654 $1,893.23 Step 3 $51,684 $4,307 $24.8481 $1,987.85 Step 4 $54,264 $4,522 $26.0885 $2,087.08 Step 5 $56,976 $4,748 $27.3923 $2,191.38 1237 Buyer NE G23 Step 1 $65,952 $5,496 $31.7077 $2.536.02 Step 2 $69,252 $5,771 $33.2942 $2,663.54 Step 3 $72,720 $6,060 $34.9615 $2,796.92 Step 4 $76,356 $6,363 $36.7096 $2.936.77 City of Vernon 6 of 23 Classification and Compensation Plan Adopted June 20, 2017 OccupationalClass . . Families and Job Classes FLSA PAY Code GRADE Annual Monthly Hourly Pay Period Step s $80.172 $6.681 S38.5442 $3,083-54 1225 Deputy City Treasurer E M35 Step 1 $118,452 $9,871 $56.9481 $4,555.85 Step 2 $124,380 $10,365 $59.7981 $4,783.85 Step 3 $130,596 $10,883 $62.7865 $5,022.92 Step 4 $137,124 $11,427 $65.9250 $5,274.00 Step 5 $143,976 $11,998 $69.2192 $5,537.54 1210 Director of Finance/City Treasurer E E44 Step 1 $183,768 $15,314 $88.3500 $7,068.00 Step 2 $192,960 $16,080 $92.7692 $7,421.54 Step 3 $202,608 $16,884 $97.4077 $7,792.62 Step 4 $212,736 $17,728 $102.2769 $8,182.15 Step 5 $223,368 $18,614 $107.3885 $8,591.08 1222 Economic Development Manager E M34 Step 1 $112,812 $9,401 $54.2365 $4,338.92 Step 2 $118,452 $9,871 $56.9481 $4,555.85 Step 3 $124,380 $10,365 $59.7981 $4,783.85 Step 4 $130,596 $10,883 $62.7865 $5,022.92 Step 5 $137,124 $11,427 $65.9250 $5,274.00 1245 Payroll Specialist NE C19 Step 1 $54,264 $4,522 $26.0885 $2,087.08 Step 2 $56,976 $4,748 $27.3923 $2,191.38 Step 3 $59,820 $4,985 $28.7596 $2,300.77 Step 4 $62,808 $5,234 $30.1962 $2,415.69 Step 5 $65,952 $5,496 $31.7077 $2,536.62 1248 Public Housing Property Coordinator NE C16 Step 1 $46,884 $3,907 $22.5404 $1,803.23 Step 2 $49,224 $4,102 $23.6654 $1,893.23 Step 3 $51,684 $4,307 $24.8481 $1,987.85 Step 4 $54,264 $4,522 $26.0885 $2,087.08 Step 5 $56,976 $4,748 $27.3923 $2,191.38 1235 RuFGhasing AGsistant Al€ G,20 - - - - Step-4 $56;8;6 $4,748 $273923 $2,494.3 Ste3-2 $69,82O $4,085 $28.7596 $2,300.7� Slap-3 $62,809 $8,-234 $30,4962 $2 89 Step-4 $65,952 $6,496 $34.707 $2-636.62 Step 5 $69,252 $6,:7:74 $33,2942 $2,663.54 5015 Assistant Fire Chief E FM42 Step 1 $166,680 $13,890 $80.1346 $6,410.77 City of Vernon 7 of 23 Classification and Compensation Plan Adopted June 20, 2017 OccupationalClass . . Families and Job Classes FLSA PAY Code !E Annual MOFTtlhty Hourly Pay Period Step 2 S175.020 $14,585 $84.1442 $6,731.54 Step 3 $183,768 $15,314 $88.3500 $7,068.00 Step 4 $192,960 $16,080 $92.7692 $7,421.54 Step 5 $202,608 $16,884 $97.4077 $7,792.62 5033 Assistant Fire Marshal NE FM29 Step 1 $88,392 $7,366 $ 42.4962 $3,399.69 Step 2 $92,808 $7,734 $ 44.6192 $3,569.54 Step 3 $97,452 $8,121 $ 46.8519 $3,748.15 Step 4 $102,324 $8,527 $ 49.1942 $3,935.54 Step 5 $107,436 $8,953 $ 51.6519 $4,132.15 5055 Fire Administrative Analyst NE C26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 5025 Fire Battalion Chief(P) NE FM38 Step 1 $137,124 $11,427 $47.0893 $5,274.00 Step 2 $143,976 $11,998 $49.4423 $5,537.54 Step 3 $151,176 $12,598 $51.9148 $5,814.46 Step 4 $158,736 $13,228 $54.5110 $6,105.23 Step 5 $166,680 $13,890 $57.2390 $6,410.77 5025 Fire Battalion Chief (A) NE FMA38 Step 1 $137,124 $11,427 $65.9250 $5,274.00 Step 2 $143,976 $11,998 $69.2192 $5,537.54 Step 3 $151,176 $12,598 $72.6808 $5,814.46 Step 4 $158,736 $13,228 $76.3154 $6,105.23 Step 5 $166,680 $13,890 $80.1346 $6,410.77 5030 Fire Captain (P) NE F31 Step 1 $97,452 $8,121 $33.4657 $3,748.15 Step 2 $102,324 $8,527 $35.1387 $3,935.54 Step 3 $107,436 $8,953 $36.8942 $4,132.15 Step 4 $112,812 $9,401 $38.7404 $4,338.92 Step 5 $118,452 $9,871 $40.6772 $4,555.85 5030 Fire Captain(A) NE FA31 Step 1 $97,452 $8,121 $46.8519 $3,748.15 Step 2 $102,324 $8,527 $49.1942 $3,935.54 Step 3 $107,436 $8,953 $51.6519 $4,132.15 Step 4 $112,812 $9,401 $54.2365 $4,338.92 Step 5 $118,452 $9,871 $56.9481 $4.555.85 City of Vernon 8 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupational Job Families and Job Classes FLSA PAY Gode GRADE Annual Monthty Hourty Pay Period 5010 Fire Chief E E46 Step 1 $202,608 $16,884 $97.4077 $7,792.62 Step 2 $212,736 $17,728 $102.2769 $8,182.15 Step 3 $223,368 $18,614 $107.3885 $8,591.08 Step 4 $234,540 $19,545 $112.7596 $9,020.77 Step 5 $246,264 $20,522 $118.3962 $9,471.69 5050 Fire Code Inspector NE G25 Step 1 $72,720 $6,060 $34.9615 $2,796.92 Step 2 $76,356 $6,363 $36.7096 $2,936.77 Step 3 $80,172 $6,681 $38.5442 $3,083.54 Step 4 $84,180 $7,015 $40.4712 $3,237.69 Step 5 $88,392 $7,366 $42.4962 $3,399.69 5049 Fire Code Inspector, Senior NE 027 Step 1 $80,172 $6,681 $38.5442 $3.083.54 Step 2 $84,180 $7,015 $40.4712 $3.237.69 Step 3 $88.392 $7,366 $42.4962 $3,399.69 Step 4 $92,808 $7,734 $44.6192 $3,569.54 Step 5 $97.452 $8,121 $46.8519 $3,748.15 5040 Fire Engineer(P) NE F28 Step 1 $84,180 $7,015 $28.9080 $3,237.69 Step 2 $88,392 $7,366 $30.3544 $3,399.69 Step 3 $92,808 $7,734 $31.8709 $3,569.54 Step 4 $97,452 $8,121 $33.4657 $3,748.15 Step 5 $102,324 $8,527 $35.1387 $3,935.54 5040 Fire Engineer(A) NE FA28 Step 1 $84,180 $7,015 $40.4712 $3,237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97,452 $8,121 $46.8519 $3,748.15 Step 5 $102,324 $8,527 $49.1942 $3,935.54 5020 Fire Marshal NE FM38 Step 1 $137,124 $11,427 $65.9250 $5,274.00 Step 2 $143,976 $11,998 $69.2192 $5,537.54 Step 3 $151,176 $12,598 $72.6808 $5,814.46 Step 4 $158,736 $13,228 $76.3154 $6,105.23 Step 5 $166,680 $13,890 $80.1346 $6,410.77 5060 Firefrghter(P) NE F25 Step 1 $72,720 $6,060 $24.9725 $2,796.92 Step 2 $76,356 $6,363 $26.2212 $2,936.77 Step 3 $80,172 $6,681 $27.5316 $3,083.54 Step 4 $84,180 $7,015 $28.9080 $3,237.69 City of Vernon 9 of 23 Classification and Compensation Plan Adopted June 20, 2017 PAY . . Families and Job Classes FLSA GRADE *nthly Hourly Pay Period 7- 1 Step 5 588.392 $7.366 S30.3544 $3,399.69 5060 Firefighter(A) NE FA25 Step 1 $72,720 $6,060 $34.9615 $2,796.92 Step 2 $76,356 $6,363 $36.7096 $2,936.77 Step 3 $80,172 $6,681 $38.5442 $3,083.54 Step 4 $84,180 $7,015 $40.4712 $3,237.69 Step 5 $88,392 $7,366 $42.4962 $3,399.69 5045 Firefighter/Paramedic(P) N E F28 Step 1 $84,180 $7,015 $28.9080 $3,237.69 Step 2 $88,392 $7,366 $30.3544 $3,399.69 Step 3 $92,808 $7,734 $31.8709 $3,569.54 Step 4 $97,452 $8,121 $33.4657 $3.748.15 Step 5 $102,324 $8,527 $35.1387 $3,935.54 5045 Firefighter/Paramedic(A) N FA28 Step 1 $84,180 $7,015 $40.4712 $3,237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97.452 $8,121 $46.8519 $3,748.15 Step 5 $102,324 $8,527 $49.1942 $3,935.54 5035 Firefighter/Paramedic Coordinator(P) NF F29 Step 1 $88,392 $7,366 $30.3544 $3,399.69 Step 2 $92,808 $7,734 $31.8709 $3,569.54 Step 3 $97,452 $8,121 $33.4657 $3,748.15 Step 4 $102,324 $8,527 $35.1387 $3,935.54 Step 5 $107,436 $8,953 $36.8942 $4,132.15 5035 Firefighter/Paramedic Coordinator(A) NE FA29 Step 1 $88,392 $7,366 $42.4962 $3,399.69 Step 2 $92,808 $7,734 $44.6192 $3,569.54 Step 3 $97,452 $8,121 $46.8519 $3,748.15 Step 4 $102,324 $8,527 $49.1942 $3,935.54 Step 5 $107,436 $8,953 $51.6519 $4,132.15 2015 Deputy Dir. of Health & Environmental Contn_ E M 35 Step 1 $118,452 $9,871 $56.9481 $4,555.85 Step 2 $124,380 $10,365 $59.7981 $4,783.85 Step 3 $130,596 $10,883 $62.7865 $5,022.92 Step 4 $137,124 $11,427 $65.9250 $5,274.00 Step 5 $143,976 $11,998 $69.2192 $5,537.54 2010 Director of Health and Environmental Control E E45 City of Vernon 'o of 23 Classification and Compensation Plan Adopted June 20, 2017 Occupational . . Families and Job Classes FLSA PAY C01:1: GRADE Annual Monthly Hourly Pay Period Step 1 S192,960 $16.080 $92.7692 S7,421.54 Step 2 $202,608 $16,884 $97.4077 $7.792.62 Step 3 $212,736 $17,728 $102.2769 $8,182.15 Step 4 $223,368 $18,614 $107.3885 $8,591.08 Step 5 $234,540 $19,545 $112.7596 $9,020.77 2030 Environmental Specialist NE G26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3.399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 2025 Environmental Specialist, Senior NE- G28 Step 1 $84,180 $7,015 $40.4712 $3,237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97,452 $8,121 $46.8519 $3,748.15 Step 5 $102.324 $8,527 $49.1942 $3,935.54 Grandfathered-Hired before July 1, 2014 G3 $106,764 $8,897 $51.3288 $4,106.31 Grandfathered-Hired before July 1, 2014 G4 $112,632 $9,386 $54.1500 $4,332.00 2045 Environmental Health Intern NE Hourly Step 1 $15.0000 HUMAN RESOURCES a • 1410 Director of Human Resources E E42 Step 1 $166,680 $13,890 $80.1346 $6,410.77 Step 2 $175,020 $14,585 $84.1442 $6,731.54 Step 3 $183.768 $15,314 $88.3500 $7,068.00 Step 4 $192,960 $16,080 $92.7692 $7,421.54 Step 5 $202,608 $16,884 $97.4077 $7,792.62 1420 Human Resources Analyst NE C26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 1415 Human Resources Analyst, Senior F M33 Step 1 $107,436 $8,953 $51.6519 $4,132.15 Step 2 $112,812 $9,401 $54.2365 $4,338.92 Step 3 $118,452 $9,871 $56.9481 $4,555.85 Step 4 $124,380 $10,365 $59.7981 $4,783.85 Step 5 $130,596 $10,883 $62.7865 $5,022.92 City of Vernon >> of 23 Classification and Compensation Plan Adopted June 20, 20W OccupationalClass . . Families and Job Classes FLEA PAY Code GRADE 1425 Human Resources Assistant NE C17 Step 1 $49,224 $4,102 $23.6654 $1,893.23 Step 2 $51,684 $4,307 $24.8481 $1,987.85 Step 3 $54.264 $4,522 $26.0885 $2,087.08 Step 4 $56,976 $4,748 $27.3923 $2,191.38 Step 5 $59,820 $4,985 $28.7596 $2,300.77 INDUSTRIAL OEVELOPMENT GROUP 3010 Industrial Development Director E E39 Step 1 $143,976 $11,998 $69.2192 $5,537.54 Step 2 $151,176 $12,598 $72.6808 $5,814.46 Step 3 $158,736 $13,228 $76.3154 $6,105.23 Step 4 $166,680 $13,890 $80.1346 $6,410.77 Step 5 $175,020 $14,585 $84.1442 $6,731.54 POLICE • 4035 Police Cadet ICE 3180 Step 1 $38,892 $3,241 $18.6981 $1,495.85 Step 2 $36,864 $3,072 $17.7231 $1,417.85 Step 3 $34,944 $2,912 $16.8000 $1,344.00 Step 4 $33,120 $2,760 $15.9231 $1,273.85 Step 5 $31,380 $2,615 $15.0865 $1,206.92 Step 6 $29,760 $2,480 $14.3077 $1,144.62 Step 7 $28,212 $2,351 $13.5635 $1,085.08 Step 8 $26,736 $2,228 $12.8538 $1,028.31 4015 Police Captain E PM40 Step 1 $151,176 $12,598 $72.6808 $5,814.46 Step 2 $158,736 $13,228 $76.3154 $6,105.23 Step 3 $166,680 $13,890 $80.1346 $6,410.77 Step 4 $175,020 $14,585 $84.1442 $6,731.54 Step 5 $183,768 $15,314 $88.3500 $7,068.00 4010 Police Chief E E47 Step 1 $212,736 $17,728 $102.2769 $8.182.15 Step 2 $223,368 $18,614 $107.3885 $8.591.08 Step 3 $234,540 $19,545 $112.7596 $9.020.77 Step 4 $246,264 $20,522 $118.3962 $9.471.69 Step 5 $258,576 $21,548 $124.3154 $9,945.23 4020 Police Lieutenant NE PM37 Step 1 $130,596 $10,883 $62.7865 $5,022.92 Step 2 $137,124 $11,427 $65.9250 $5,274.00 Step 3 $143,976 $11,998 $69.2192 $5,537.54 Step 4 $151,176 $12,598 $72.6808 $5,814.46 Step 5 $158,736 $13,228 $76.3154 $6,105.23 City of Vernon 12 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupalional Job Families and Job Classes FLSA PAY Code AF ii E 1 4010 Police Officer NE P026 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 Y3 $93,252 $7,771 $44.8327 $3,586.62 4025 Police Sergeant NE P031 Step 1 $97,452 $8,121 $46.8519 $3,748.15 Step 2 $102,324 $8,527 $49.1942 $3,935.54 Step 3 $107,436 $8,953 $51.6519 $4,132.15 Step 4 $112,812 $9,401 $54.2365 $4,338.92 Step 5 $118,452 $9,871 $56.9481 $4,555.85 Y4 $4-43,644 $9,462 $54.5895 $4,367.08 Police Support 4125 Civilian Court Officer G17 Step 1 $49,224 $4,102 $23.6654 $1,893.23 Step 2 $51,684 $4,307 $24.8481 $1,987.85 Step 3 $54,264 $4,522 $26.0885 $2,087.08 Step 4 $56,976 $4,748 $27.3923 $2,191.38 Step 5 $59,820 $4,985 $28.7596 $2,300.77 4123 Police Community Services Officer N F G 16 Step 1 $46,884 $3,907 $22.5404 $1,803 Step 2 $49,224 $4,102 $23.6654 $1,893 Step 3 $51,684 $4,307 $24.8481 $1,988 Step 4 $54,264 $4,522 $26.0885 $2,087 Step 5 $56,976 $4,748 $27.3923 $2,191 4130 Police Dispatcher NE G20 Step 1 $56,976 $4,748 $27.3923 $2,191.38 Step 2 $59,820 $4,985 $28.7596 $2,300.77 Step 3 $62,808 $5,234 $30.1962 $2,415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33,2942 $2,663.54 4115 Police Dispatcher, Lead N E G23 Step 1 $65,952 $5,496 $31.7077 $2,536.62 Step 2 $69.252 $5,771 $33.2942 $2,663.54 Step 3 $72,720 $6,060 $34.9615 $2,796.92 Step 4 $76,356 $6,363 $36.7096 $2,936.77 Step 5 $80,172 $6.681 $38.5442 $3,083.54 4110 Police Records Manager NE M27 Step 1 $80,172 $6,681 $38.5442 $3,083.54 City of Vernon 13 of 23 Classification and Compensation Plan Adopted June 20, 2017 Occupational Job Families and Job Classes FLSA PAY C o(Ic GRADE Annual Monthly Hourly Pay Period Step 2 $84,180 $7,015 $40.4712 $3,237.69 Step 3 $88,392 $7,366 $42.4962 $3,399.69 Step 4 $92,808 $7,734 $44.6192 $3,569.54 Step 5 $97,452 $8,121 $46.8519 $3,748.15 4135 Police Records Technician NE G14 Step 1 $42,528 $3,544 $20.4462 $1,635.69 Step 2 $44.652 $3,721 $21.4673 $1,717.38 Step 3 $46,884 $3,907 $22.5404 $1,803.23 Step $49,224 $4,102 $23.6654 $1,893.23 Step 5 $51,684 $4,307 $24.8481 $1,987.85 4120 Police Records Technician, Lead NE G17 Step 1 $49,224 $4,102 $23.6654 $1,893.23 Step 2 $51,684 $4,307 $24.8481 $1,987.85 Step 3 $54,264 $4,522 $26.0885 $2,087.08 Step 4 $56,976 $4,748 $27.3923 $2,191.38 Step 5 $59,820 $4,985 $28.7596 $2,300.77 4145 Reserve Police Officer NE Stipend Ste 1 $3,600 -PUBLIC UTILITiES DEPARTMENT 8008 General Manager of Public Utilities E E48 Step 1 $223,368 $18,614 $107.3885 $8,591.08 Step 2 $234,540 $19,545 $112.7596 $9,020.77 Step 3 $246,264 $20,522 $118.3962 $9,471.69 Step 4 $258,576 $21,548 $124.3154 $9,945.23 Step 5 $271,500 $22,625 $130.5288 $10,442.31 r 6u s 8710 Business and Account Supervisor E M32 Step 1 $102,324 $8,527 $49.1942 $3,935.54 Step 2 $107,436 $8,953 $51.6519 $4,132.15 Step 3 $112,812 $9,401 $54.2365 $4,338.92 Step 4 $118,452 $9,871 $56.9481 $4,555.85 Step 5 $124,380 $10,365 $59.7981 $4,783.85 8615 Utilities Compliance Analyst NE G30 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 8610 Utilities Compliance Manager E M35 Step 1 $118.452 $9,871 $56.9481 $4,555.85 City of Vernon 14 of 23 0 Classification and Compensation Plan Adopted June 20, 2017 class • .. . . . . Classes FLSA PAY .* . . Step 2 5124.380 510,365 $59 798 5 ,783.85 Step 3 $130,596 $10,883 $62.7865 $5,022.92 Step 4 $137,124 $11,427 $65.9250 $5,274.00 Step 5 $143,976 $11,998 $69.2192 $5,537.54 8530 Utilities Customer Service Representative NE G18 Step 1 $51.684 $4,307 $24.8481 $1,987.85 Step 2 $54,264 $4,522 $26.0885 $2,087.08 Step 3 $56,976 $4,748 $27.3923 $2,191.38 Step 4 $59,820 $4,985 $28.7596 $2,300.77 Step 5 $62,808 $5,234 $30.1962 $2,415.69 8510 Utilities Customer Service Supervisor NE V26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80.172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3.237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92.808 $7,734 $44.6192 $3,569.54 OperationsEliectric 8040 Electric Operations Supervisor E M36 Step 1 $124,380 $10,365 $59.7981 $4,783.85 Step 2 $130,596 $10,883 $62.7865 $5,022.92 Step 3 $137,124 $11,427 $65.9250 $5,274.00 Step $143,976 $11,998 $69.2192 $5,537.54 Step 5 $151,176 $12,598 $72.6808 $5,814.46 8035 Electric Operator NE 130 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 8053 Electrical Test Technician, Senior N E 131 Step 1 $97,452 $8,121 $46.8519 $3,748.15 Step 2 $102,324 $8,527 $49.1942 $3,935.54 Step 3 $107,436 $8,953 $51.6519 $4,132.15 Step 4 $112,812 $9,401 $54.2365 $4,338.92 Step 5 $118,452 $9,871 $56.9481 $4,555.85 8050 Metering Technician NE 129 Step 1 $88,392 $7,366 $42.4962 $3.399.69 Step 2 $92,808 $7,734 $44.6192 $3,569.54 Step 3 $97,452 $8,121 $46.8519 $3,748.15 Step 4 $102.324 $8,527 $49.1942 $3,935.54 City of Vernon 15 or 23 Classification and Compensation Plan Adopted June 20, 2017 Occupational Job Families and Job Classes FLSA PAY GRADECode anthly Hourly Pay Poriod Step 5 $107,436 $8,953 $51,6519 $4,132.15 8045 Power Plant Operator NE 128 Step 1 $84,180 $7,015 $40.4712 $3,237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97,452 $8,121 $46.8519 $3,748.15 Step 5 $102,324 $8,527 $49.1942 $3,935.54 8055 Electrical Test Technician N E 129 Step 1 $88,392 $7,366 $42.4962 $3,399.69 Step 2 $92,808 $7,734 $44.6192 $3,569.54 Step 3 $97,452 $8,121 $46.8519 $3,748.15 Step 4 $102,324 $8,527 $49.1942 $3,935.54 Step 5 $107,436 $8,953 $51.6519 $4,132.15 8030 Utilities Dispatcher N F. 133 Step 1 $107,436 $8,953 $51.6519 $4,132.15 Step 2 $112,812 $9,401 $54.2365 $4,338.92 Step 3 $118,452 $9,871 $56.9481 $4,555.85 Step 4 $124,380 $10,365 $59.7981 $4,783.85 Step 5 $130,596 $10,883 $62.7865 $5,022.92 8015 Utilities Operations Manager M41 Step 1 $158,736 $13,228 $76.3154 $6,105.23 Step 2 $166,680 $13,890 $80.1346 $6,410.77 Step 3 $175,020 $14,585 $84.1442 $6,731.54 Step 4 $183,768 $15,314 $88.3500 $7,068.00 Step 5 $192,960 $16,080 $92.7692 $7,421.54 8031 Utilities Project Coordinator N E 133 Step 1 $107,436 $8,953 $51.6519 $4,132.15 Step 2 $112,812 $9,401 $54.2365 $4,338.92 Step 3 $118,452 $9,871 $56.9481 $4,555.85 Step 4 $124,380 $10,365 $59.7981 $4.783.85 Step 5 $130,596 $10,883 $62.7865 $5,022.92 EngineerIng Group (Public 8130 Associate Electrical Engineer NE 130 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 8140 Computer Aided Drafting Technician NE G20 Step 1 $56,976 $4.748 $27.3923 $2,191.38 City of Vernon 16 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupational . . Families and Job Classes FLSA PAY Periodcode GRADE Annual Monthly Hourly Pay Step 2 $59.820 $4.985 $28.7596 $2,300,77 Step 3 $62,808 $5,234 $30.1962 $2,415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33.2942 $2,663.54 8125 Electrical Engineer NE 135 Step 1 $118,452 $9,871 $56.9481 $4,555.85 Step 2 $124,380 $10,365 $59.7981 $4,783.85 Step 3 $130,596 $10,883 $62.7865 $5,022.92 Step 4 $137,124 $11,427 $65.9250 $5,274.00 Step 5 $143,976 $11,998 $69.2192 $5,537.54 8115 Supervising Electrical Engineer NE M37 Step 1 $130,596 $10,883 $62.7865 $5,022.92 Step 2 $137,124 $11,427 $65.9250 $5,274.00 Step 3 $143,976 $11,998 $69.2192 $5,537.54 Step 4 $151,176 $12,598 $72.6808 $5,814.46 Step 5 $158,736 $13,228 $76.3154 $6,105.23 8110 Utilities Engineering Manager E M42 Step 1 $166,680 $13,890 $80.1346 $6,410.77 Step 2 $175,020 $14,585 $84.1442 $6,731.54 Step 3 $183,768 $15,314 $88.3500 $7,068.00 Step 4 $192,960 $16,080 $92.7692 $7,421.54 Step 5 $202,608 $16,884 $97.4077 $7,792.62 8215 Gas Systems Specialist NE 130 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 8210 Gas Systems Superintendent E M 3fi Step 1 $124,380 $10,365 $59.7981 $4,783.85 Step 2 $130,596 $10,883 $62.7865 $5.022.92 Step 3 $137,124 $11,427 $65.9250 $5,274.00 Step 4 $143,976 $11,998 $69.2192 $5,537.54 Step 5 $151,176 $12,598 $72.6808 $5,814.46 8220 Gas Systems Technician NE 126 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 City of Vernon 17 of 23 Classification and Compensation Plan Adopted June 20, 2017 class Occupational Job Families and Job Classes FLSA PAY Code GRADE Annual Monthly Hourly Pay Period Meter Reading Group 7830 Meter Reader NE G18 Step 1 $51,684 $4,307 $24.8481 $1,987.85 Step 2 $54,264 $4,522 $26.0885 $2,087.08 Step 3 $56,976 $4,748 $27.3923 $2,191.38 Step 4 $59,820 $4,985 $28.7596 $2,300.77 Step 5 $62,808 $5,234 $30.1962 $2,415.69 7820 Meter Reader, Lead NE G20 Step 1 $56,976 $4,748 $27.3923 $2,191.38 Step 2 $59,820 $4,985 $28.7596 $2,300.77 Step 3 $62,808 $5,234 $30.1962 $2,415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33.2942 $2,663.54 PlanningResource 8435 Assistant Resource Scheduler NE 128 Step 1 $84,180 $7,015 $40.4712 $3,237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97,452 $8,121 $46.8519 $3,748.15 Step 5 $102,324 $8,527 $49.1942 $3,935.54 8430 Associate Resource Scheduler NE 130 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 8410 Electric Resources Planning R Dev. Manager E M41 Step 1 $158,736 $13,228 $76.3154 $6,105.23 Step 2 $166.680 $13,890 $80.1346 $6,410.77 Step 3 $175,020 $14,585 $84.1442 $6,731.54 Step 4 $183,768 $15,314 $88.3500 $7,068.00 Step 5 $192,960 $16,080 $92.7692 $7,421.54 8425 Electric Service Planner NE G26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 8422 Principal Resource SchedulerlTrader NE 134 Step 1 $112,812 $9,401 $54.2365 $4,338.92 City of Vernon 18 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class .b .b Classes FLSA PAY . . . . Step 2 $118,452 $9,871 $56-9481 $4,555.85 Step 3 $124,380 $10,365 $59.7981 $4,783.85 Step 4 $130,596 $10,883 $62.7865 $5,022.92 Step 5 $137,124 $11,427 $65.9250 $5,274.00 8415 Resource Planner NE 135 Step 1 $118,452 $9,871 $56.9481 $4,555.85 Step 2 $124,380 $10,365 $59.7981 $4,783.85 Step 3 $130,596 $10,883 $62.7865 $5,022.92 Step 4 $137,124 $11,427 $65.9250 $5,274.00 Step 5 $143,976 $11,998 $69.2192 $5,537.54 8420 Resource Scheduler NE 132 Step 1 $102,324 $8,527 $49.1942 $3,935.54 Step 2 $107,436 $8,953 $51.6519 $4,132.15 Step 3 $112,812 $9,401 $54.2365 $4,338.92 Step 4 $118,452 $9,871 $56.9481 $4,555.85 Step 5 $124,380 $10,365 $59.7981 $4,783.85 7930 Water Maintenance Worker NE G18 Step 1 $51,684 $4,307 $24.8481 $1,987.85 Step 2 $54,264 $4,522 $26.0885 $2,087.08 Step 3 $56,976 $4,748 $27.3923 $2,191.38 Step 4 $59,820 $4,985 $28.7596 $2,300.77 Step 5 $62,808 $5,234 $30.1962 $2,415.69 7925 Water Maintenance Worker, Senior NE G22 Step 1 $62,808 $5,234 $30.1962 $2,415.69 Step 2 $65,952 $5,496 $31.7077 $2,536.62 Step 3 $69,252 $5,771 $33.2942 $2,663.54 Step 4 $72,720 $6,060 $34.9615 $2,796.92 Step 5 $76,356 $6,363 $36.7096 $2,936.77 PUBLIC WORK5,GROUP 7015 Deputy Director of PW. Water and Dev. Sery E M39 Step 1 $143,976 $11,998 $69.2192 $5,537.54 Step 2 $151,176 $12,598 $72.6808 $5,814.46 Step 3 $158,736 $13,228 $76.3154 $6,105.23 Step 4 $166,680 $13,890 $80.1346 $6,410.77 Step 5 $175,020 $14,585 $84.1442 $6,731.54 7008 Director of Public Works E E44 Step 1 $183,768 $15,314 $88.3500 $7,068.00 Step 2 $192,960 $16,080 $92.7692 $7,421.54 Step 3 $202,608 $16,884 $97.4077 $7,792.62 Step 4 $212,736 $17,728 $102.2769 $8,182.15 City of Vernon 19 of 23 Classification and Compensation Plan Adopted June 20, 2017 Occupational Job Families and Job Classes FLSA PAY GRADE . . Step , $223.368 $18.614 S107,3885 $8.591.08 RtjiIdiq_q_4nAPIqnnjn_q . 7230 Building Inspector NE G25 Step 1 $72,720 $6,060 $34.9615 $2,797 Step 2 $76,356 $6,363 $36.7096 $2,937 Step 3 $80,172 $6,681 $38.5442 $3,084 Step 4 $84,180 $7,015 $40.4712 $3,238 Step 5 $88,392 $7,366 $42.4962 $3,400 7215 Building Inspector, Senior NE G27 Step 1 $80,172 $6,681 $38.5442 $3,083.54 Step 2 $84,180 $7,015 $40.4712 $3,237.69 Step 3 $88,392 $7,366 $42.4962 $3,399.69 Step 4 $92,808 $7,734 $44.6192 $3,569.54 Step 5 $97,452 $8,121 $46.8519 $3,748.15 7225 Electrical Inspector NE G25 Step 1 $72,720 $6,060 $34.9615 $2,796.92 Step 2 $76,356 $6,363 $36.7096 $2,936.77 Step 3 $80,172 $6,681 $38.5442 $3,083.54 Step 4 $84,180 $7,015 $40.4712 $3,237.69 Step 5 $88,392 $7,366 $42.4962 $3,399.69 7213 Electrical Inspector, Senior NE G27 Step 1 $80,172 $6,681 $38.5442 $3,084 Step 2 $84,180 $7,015 $40.4712 $3,238 Step 3 $88,392 $7,366 $42.4962 $3,400 Step 4 $92,808 $7,734 $44.6192 $3,570 Step 5 $97,452 $8,121 $46.8519 $3,748 7250 Permit Technician NE G17 Step 1 $49,224 $4,102 $23.6654 $1,893.23 Step 2 $51.684 $4,307 $24.8481 $1,987.85 Step 3 $54.264 $4,522 $26.0885 $2,087.08 Step 4 $56,976 $4,748 $27.3923 $2,191.38 Step 5 $59,820 $4,985 $28.7596 $2,300.77 7220 Assistant Planner NE G22 Step 1 $62,808 $5,234 $30.1962 $2,415.69 Step 2 $65,952 $5,496 $31.7077 $2,536.62 Step 3 $69,252 $5.771 $33.2942 $2,663.54 Step 4 $72,720 $6,060 $34.9615 $2,796.92 Step 5 $76,356 $6,363 $36.7096 $2,936.77 7235 Plumbing and Mechanical Inspector NE G25 Step 1 $72,720 $6,060 $34.9615 $2,796.92 City of Vernon 20 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupational Job Families and Job Classes FLSA PAY CGde GRADE . . Step 2 $76,356 $6,363 $36.7D96 $2.936.77 Step 3 $80,172 $6,681 $38.5442 $3,083.54 Step 4 $84,180 $7,015 $40.4712 $3,237.69 Step 5 $88,392 $7,366 $42.4962 $3,399.69 7213 Plumbing and Mechanical Inspector, Senior NE G27 Step 1 $80,172 $6,681 $38.5442 $3,083.54 Step 2 $84,180 $7,015 $40.4712 $3,237.69 Step 3 $88,392 $7,366 $42.4962 $3,399.69 Step 4 $92,808 $7,734 $44.6192 $3,569.54 Step 5 $97,452 $8,121 $46.8519 $3,748.15 Engineering ■ ■ PublicWorks 1 7140 Assistant Engineer N£ G25 Step 1 $72,720 $6,060 $34.9615 $2,796.92 Step 2 $76,356 $6,363 $36.7096 $2.936.77 Step 3 $80,172 $6,681 $38.5442 $3,083.54 Step 4 $84,180 $7,015 $40.4712 $3,237.69 Step 5 $88,392 $7,366 $42.4962 $3.399.69 7135 Associate Engineer NE G29 Step 1 $88,392 $7,366 $42.4962 $3,399.69 Step 2 $92,808 $7,734 $44.6192 $3,569.54 Step 3 $97,452 $8,121 $46.8519 $3,748.15 Step 4 $102,324 $8,527 $49.1942 $3,935.54 Step 5 $107,436 $8,953 $51.6519 $4,132.15 7118 Civil Engineer NE M32 Step 1 $102,324 $8,527 $49.1942 $3,935.54 Step 2 $107,436 $8,953 $51.6519 $4.132.15 Step 3 $112,812 $9,401 $54.2365 $4,338.92 Step 4 $118,452 $9,871 $56.9481 $4,555.85 Step 5 $124,380 $10,365 $59.7981 $4,783.85 7145 Engineering Aide NE G21 Step 1 $59,820 $4,985 $28.7596 $2,300.77 Step 2 $62,808 $5,234 $30.1962 $2,415.69 Step 3 $65,952 $5,496 $31.7077 $2,536.62 Step 4 $69,252 $5,771 $33.2942 $2,663.54 Step 5 $72,720 $6,060 $34.9615 $2,796.92 7115 Principal Civil Engineer E M 37 Step 1 $130,596 $10,883 $62.7865 $5.022.92 Step 2 $137,124 $11,427 $65.9250 $5,274.00 Step 3 $143,976 $11,998 $69.2192 $5,537.54 Step 4 $151,176 $12,598 $72.6808 $5,814.46 Step 5 $158,736 $13,228 $76.3154 $6,105.23 City of Vernon 21 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupational Job Families and Job Classes FLSA PAY Code GRAOE Annual Monthly Hourly Pay Period 7120 Project Engineer NE G31 Step 1 $97,452 $8,121 $46.8519 $3,748.15 Step 2 $102,324 $8,527 $49.1942 $3,935.54 Step 3 $107,436 $8,953 $51.6519 $4,132.15 Step 4 $112,812 $9,401 $54.2365 $4,338.92 Step 5 $118,452 $9,871 $56.9481 $4,555.85 7125 Stormwater and Special Projects Analyst 'N G28 Step 1 $84,180 $7,015 $40.4712 $3,237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97,452 $8,121 $46.8519 $3,748.15 Step 5 $102,324 $8,527 $49.1942 $3,935.54 7720 Facilities Maintenance Worker NE G18 Step 1 $51,684 $4,307 $24.8481 $1,987.85 Step 2 $54,264 $4,522 $26.0885 $2,087.08 Step 3 $56,976 $4,748 $27.3923 $2,191.38 Step 4 $59,820 $4,985 $28.7596 $2.300.77 Step 5 $62,808 $5,234 $30.1962 $2,415.69 7735 Facilities Maintenance Worker, Lead NE G23 Step 1 $65,952 $5,496 $31.7077 $2,536.62 Step 2 $69,252 $5,771 $33.2942 $2,663.54 Step 3 $72,720 $6,060 $34.9615 $2,796.92 Step 4 $76,356 $6,363 $36.7096 $2,936.77 Step 5 $80,172 $6,681 $38.5442 $3,083.54 7730 Facilities Maintenance Worker, Senior NE G20 Step 1 $56,976 $4,748 $27.3923 $2,191.38 Step 2 $59,820 $4,985 $28.7596 $2,300.77 Step 3 $62,808 $5,234 $30.1962 $2.415.69 Step 4 $65,952 $5,496 $31.7077 $2,536.62 Step 5 $69,252 $5,771 $33.2942 $2,663.54 7530 Mechanic ICE G19 Step 1 $54,264 $4,522 $26.0885 $2,087.08 Step 2 $56,976 $4,748 $27.3923 $2,191.38 Step 3 $59,820 $4,985 $28.7596 $2,300.77 Step 4 $62,808 $5,234 $30.1962 $2,415.69 Step 5 $65,952 $5,496 $31.7077 $2,536.62 7520 Mechanic, Lead NE G25 Step 1 $72,720 $6,060 $34.9615 $2,796.92 City of Vernon 22 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupational Job Families and .b Classes FLSA PAY Code GRADEx . . . Slop 2 S75,356 $6.363 536.7096 $2,936 77 Step 3 $80,172 $6,681 $38.5442 $3,083.54 Step 4 $84,180 $7,015 $40.4712 $3,237.69 Step 5 $88,392 $7,366 $42.4962 $3,399.69 7525 Mechanic, Senior NE G21 Step 1 $59,820 $4,985 $28.7596 $2,300.77 Step 2 $62,808 $5,234 $30.1962 $2.415.69 Step 3 $65,952 $5,496 $31.7077 $2,536.62 Step 4 $69,252 $5,771 $33.2942 $2,663.54 Step 5 $72,720 $6,060 $34.9615 $2,796.92 Street Maintenance Gr. + 7430 Street Maintenance Worker NE G15 Step 1 $44,652 $3,721 $21.4673 $1,717.38 Step 2 $46,884 $3,907 $22.5404 $1,803.23 Step 3 $49,224 $4,102 $23.6654 $1,893.23 Step 4 $51,684 $4,307 $24.8481 $1,987.85 Step 5 $54,264 $4,522 $26.0885 $2,087.08 7425 Street Maintenance Worker, Senior NE G19 Step 1 $54,264 $4,522 $26.0885 $2,087.08 Step 2 $56,976 $4,748 $27.3923 $2,191.38 Step 3 $59,820 $4,985 $28.7596 $2,300.77 Step 4 $62,808 $5,234 $30.1962 $2,415.69 Step 5 $65,952 $5,496 $31.7077 $2,536.62 7630 Warehouse Worker NE G16 Step 1 $46,884 $3,907 $22.5404 $1,803.23 Step 2 $49,224 $4,102 $23.6654 $1,893.23 Step 3 $51,684 $4,307 $24.8481 $1,987.85 Step 4 $54,264 $4,522 $26.0885 $2,087.08 Step 5 $56,976 $4,748 $27.3923 $2,191.38 7620 Warehouse Worker, Lead NE r32 1 Step 1 $59,820 $4,985 $28.7596 $2,300.77 Step 2 $62,808 $5,234 $30.1962 $2,415.69 Step 3 $65,952 $5,496 $31.7077 $2,536.62 Step 4 $69,252 $5,771 $33.2942 $2,663.54 Step 5 $72,720 $6,060 $34.9615 $2,796.92 Y1 $73,704 $6,142 $35.4346 $2,834.77 7625 Warehouse Worker, Senior NE G18 Step 1 $51,684 $4,307 $24.8481 $1,987.85 Step 2 $54,264 $4,522 $26.0885 $2,087.08 Step 3 $56,976 $4,748 $27.3923 $2.191.38 City of Vernon 23 of 23 Classification and Compensation Plan Adopted June 20, 2017 Class Occupational Job Families and Job Classes FLSA PAY Code GRADE { Step 4 $59,820 $4,985 $28.7596 $2.300.77 Step 5 $62,808 $5,234 $30.1962 $2,415.69 WorksPublic p 7330 Public Works Foreman E M26 Step 1 $76,356 $6,363 $36.7096 $2,936.77 Step 2 $80,172 $6,681 $38.5442 $3,083.54 Step 3 $84,180 $7,015 $40.4712 $3,237.69 Step 4 $88,392 $7,366 $42.4962 $3,399.69 Step 5 $92,808 $7,734 $44.6192 $3,569.54 7320 Public Works and Water Foreman E M28 Step 1 $84,180 $7,015 $40.4712 $3.237.69 Step 2 $88,392 $7,366 $42.4962 $3,399.69 Step 3 $92,808 $7,734 $44.6192 $3,569.54 Step 4 $97,452 $8,121 $46.8519 $3,748.15 Step 5 $102,324 $8,527 $49.1942 $3,935.54 7310 Public Works and Water Superintendent E M35 Step 1 $118,452 $9,871 $56.9481 $4,555.85 Step 2 $124,380 $10,365 $59.7981 $4,783.85 Step 3 $130,596 $10,883 $62.7865 $5,022.92 Step $137,124 $11,427 $65.9250 $5,274.00 Step 5 $143,976 $11,998 $69.2192 $5,537.54 7130 Public Works Project Coordinator NE G30 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3.935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 7132 Public Works Water Project Coordinator NE G30 Step 1 $92,808 $7,734 $44.6192 $3,569.54 Step 2 $97,452 $8,121 $46.8519 $3,748.15 Step 3 $102,324 $8,527 $49.1942 $3,935.54 Step 4 $107,436 $8,953 $51.6519 $4,132.15 Step 5 $112,812 $9,401 $54.2365 $4,338.92 7325 Street and Water Crew Leader NE G24 Step 1 $69,252 $5,771 $33.2942 $2,663.54 Step 2 $72,720 $6,060 $34.9615 $2,796.92 Step 3 $76,356 $6,363 $36.7096 $2,936.77 Step 4 $80,172 $6,681 $38.5442 $3,083.54 Step 5 $84,180 $7,015 $40.4712 $3,237.69 RECEIVED JUN 24 2017 .1UN 12 2017 CITY CLEWS OFf10E CITY ADMINISTRATION STAFF REPORT ( (o -i Li-i l PUBLIC WORKS DEPARTMENT DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Kevin Wilson,Interim Director of Public Works 15�w-J Originator: Claudia Arellano,Stormwater&Special Projects AnalystA`a RE: Purchase of Four Ford F Series Utility Vehicles(Three 2017 Ford F-250 Models and One 2017 Ford F-450 Model) Recommendation A. Find that the proposed action is exempt from California Environmental Quality Act("CEQA') review,because purchasing supplies is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a`4projecf' as defined by CEQA Guidelines Section 15378. And even if such an action were a"project," it would be exempt from CEQA review 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. Approve the purchase of four Ford F Series utility vehicles (three 2017 Ford F-250 models and one 2017 Ford F-450 model) for a cost of$210,797.44. Background The Public Works Department (Department) is in need of replacing a number of Department vehicles, many of which are over 20 years old and are beyond their useful life. In addition, some of the Department staff have expressed concerns regarding the lack of air conditioning in the Department vehicles. Furthermore, parts for these older vehicles are sometimes difficult to find. Upon review of the Department's current fiscal year budget, the Department determined there are sufficient funds available in the existing budget to replace three vehicles this year and add a specialized truck for the concrete crew to the Department's fleet. The Department does not have a specialized truck for the concrete crew at this time. The Department is recommending to surplus three utility vehicles. Table 1 below provides details of these vehicles: Table 1 - Itemization of Current and Proposed New Vehicles Current Vehicle#, Year Account/ Purchase Surplus & Model/New Vehicle Division (New) Cost Value Year & Model Current-W 191/1990 1049 $1,000 F350 Pick-up truck New - 2017 F-250 1049 $42,497.63 Current- S245/1988 1049 $1,000 F250 Pick-up Truck New- 2017 F-250 1049 $42,497.63 Current-S308/1993 1049 $1,000 F250 Pick-up Truck New- 2017 F-250 1049 $42,497.63 New- 2017 F-450 1043 $83,304.55 1043 $83,304.55 Total Cost: 1049 $127,492.89 ($3,000) Earlier this fiscal year, staff explored other options. First, the option to purchase used vehicles was considered but was determined to be economically unfeasible due to the minimal price differential between used and new vehicles and the used vehicles will need to be retrofitted with beds, ladder racks,upholstery,etc.as necessary which adds to the cost of purchasing used vehicles. Next,staff also researched the option to lease vehicles,but this option is not recommended because leasing depletes the City's asset value. Rather, owning vehicles is considered by the American Public Works Association (APWA) to be a best management practice. Lastly, the option to retrofit current Department vehicles was considered but also determined unfeasible for the reason that finding parts could become an expedition and some parts may have to be engineered and/or welded together. Proposed Purchasing Method Staff is recommending approval to purchase four Ford F Series utility vehicles (three 2017 Ford F-250 models and one 2017 Ford F450 model) for a cost of$210,797.44. If the Department's request is approved, then the Department staff will work with the Finance Department Purchasing staff to process the orders promptly. This type of purchase is exempt from competitive bidding per the City of Vernon Municipal Code Section 2.17.12(A)(5) which states, -(A) Competitive bidding shall not be required for the following: ... (5) Contracts (a) with other governmental entities for supplies,equipment or services; and (b)for supplies,equipment or services that can be purchased in cooperation with other public agencies, associations or when supplies, equipment or services can be purchased from a vendor offering the same prices, terms and conditions as in a previous award from the City or another public agency either by competitive bid or through a negotiated process and, in the opinion of the Finance Director, it is to the advantage of the City to do so." Page 2 of 3 The City of Vernon selected Rush Truck Centers for the purchase of Ford F-250 trucks in August 2016 and another public agency purchased F-450 trucks which included Ford's Government Price Concession (GPC) discount pricing. Ford Motor Company's GPC for their State and Local Government Sales Program is designed to provide discounted vehicle pricing to eligible state and local governmental agencies. The proposed vendor, Rush Truck Centers, is a vendor for the commercial vehicle industry and offers Ford's GPC via Piggy-Back contracts. The GPC discount from retail prices is $4,000 for the F-450 truck and $8,150 per truck for the F-250. Rush Truck Centers is located in the City of Whittier and provided staff with the pricing for the four vehicles. The Finance Department has reviewed and approved the City's participation in Ford's GPC discount pricing per the City's Municipal Code Section 2.17.12(A)(5) discussed above. Fiscal Impact The fiscal impact for the approval to purchase four Ford F Series utility vehicles (three 2017 Ford F-250 models and one 2017 Ford F-450 model) is for a cost of $210,797.44. Funds were not specifically budgeted in the approved Fiscal Year 2016/2017 Department Budget however, funds are available in the City Buildings account (011.1049.840000) and the Street Operations account (011.1043.840000). The City's General Fund will benefit from the surplus vehicle sales. Attachments 1} Motor Vehicle Purchase Orders from Rush Truck Centers(4) Page 3 of 3 Rush Truck Center Whiftier (562)692-7267 { ,,. . 2430 KELLA AVENUE htruekcrntels am WHITTIER,CA.9GS01 Data: ri 20. 21017 a a - • ' ■ Salesperson: Mike Finaman Purdrsser citytTl Of Bw contact Ron/Eli Address: 4305 Santa Fe Ave cdy.suite: . Vemon,Ca zrlx 090068 Sus.Phone: 1323-553-Ml Y 322 C64 Phone Fax NurAber. 32SA26 437 lies.Phone: I I hereby agree(o purchase from you under the terns and conditions specified.the fallowing: Delivery ts to he made or as soon thereafter as possible. It is agreed. ,thaL neither you nor the Manutacturerwdl be liable for failure to OHeet delhrary. Ouant . year Make: nes Name- oil{ yie .,cc ;ra�irru77r4tR ._, 1 2017 Ford F250 Utility 6,2L Gas Automatic :. I!SILM* I1rJrF991t*Se CAD kG,4dg' VlN' uJ 102LOk White 788?93 464 56 1FD7X7-A67HE624950 New Factory Warm nty on Cate and Chris#& :+ WH2 LE DF_ UUPTION IX Ford FZ60 SAS&2L ER Cab Chasais-S etif Automatic Tea msrnission -3.73 Axte ftdo =r Tear Package-Trailer Unike Controller- Jack-Spa re The and Wheel-Uipfl der.,' wItct" = IL Decor Package -Power Group Wiftdo►wa Ocala S rtc Blue Tooth Cru(ae-AIWFi4'i CD ' (1) NM w Royal 8' Utility Body-Open Top Lids-Class 4 Rec aWar Hitch Overboad Landes' Rack Ord Kay Solution Lack Package From Bo it .13,157-dD (1}install -Mount an Cab WhccEan Model JE2LHTA Nd Light Bar W FCC6W Switch Box STPK94 Light Rar Strap Kit-19irectionaI LEO ECCO 9O14 MA9000 9 Switch Box Surface Mount (2)front GHJI and(2) Rea End Panals as high as Possible $ 3,963.40 VYarrarnty ` 3 years 136,000 Miles Bumper to Bumper ` s 5 eais i 6b..000 Miles Power Train - —:.:..:F Y 3. F Piggyback incentive GPC FIN QP703 Program #04979H . - aE3CRl OWN OF TR4DE-IN CFt€p1T5 Cash Price of Vehiela LACCO&JOAVoi $A970.00 Year fllaltt payoff to: Dacurnommy Prspsrmlon Charge 80-GO Used Trsde4n ANov0arMe 11-751A tialus Tax- 3.409.88 I Lesit Befenc*Owttl on Tea tlaan l kw., k FJJt roe $ 29.00 Net Trada4 rr Auiowanca Cadlrornia Tire Fee 8.75 Cash Down Paymgot I-sgt SIC,Fees EimrrtRt Tptal Cash Pricy S Q,497.6.3 Last Total Crudiml 7rTil6aga: 0 Total Cradim $ Unpaid Cash Balance Om S42,497.63 Notice to the b (1)Do not sign this agreement before you read it or if it Contains any blank spaces to be tilled in, (2)You arc entitled to a camplet*Medan copy of this nt (3)If you default in the performance oryour obligations under this agreerrmni,the vehicle may be repossessed and you may be subject to suit and U"I I ar the unpaid ndabtedness evidenced by Us agreement. RECEIPT OF A FILLED-IN COPY OF THIS AGREEMENT -Ws order comprise the entire agreemen pertaining to hers purchase and no IS HEREBY ACKNOWLEDGED BY PURCHASER other of any kind,verbal understanding or promise whatsoever, wili be reoogr%LnKl. I have read the matter printed hereof and agree to it as a part of this onsgi the same as{f 7 were pralted above my signature. I have read,and I understand and acc ept aQ provisions of the hianufacturefs warramy Statement ooveRng this new vehicle that I am ordering RUSH TRUCK CENTER _ Purchaser City of Vemon By Purchaser's Signature A Rush Truck Center Whittier (562)692-7261 2460 KELLA AVENUE rcj1h[ruel€crntgrg. [Int WHITTIER, CA.90601 i Pate: A O1 20, 2017 s • - Salesperson= Mike Freeman Purdtaaer. Citya[Vemon contact RorLlEli Address., 4305 Santa Fe Ave City,State: , Vemon.Ca zip: t.90658 Bus Phone: 323-583-8131 x927 Cell Phone: Fax Number_ 323-826-1437 Res.Phone: 1 he reby agree 10 Purchase from you under the terms and ooneliSons specidled,the Idlowfny: Delivery is to be made or as soon thereafter as possible- It is agreed.h r,that neither you wtha Mainufaciunw all be cable for faaure to egad delivery. QuanL;4. *.'ear. &.d: 1#6ma3 Nam& a. Me. ran;m.s3KR ul .1 2017 Ford F450 Contractar 12' 6.71- Diesel Automatic . . U WAR. jC0$w- 5��3r N- lWh"base: Gab xie; varti 'IS,500 White 765406 to A132" 84" 1FDO 4GT2HED09937 New Inac y Warray+ on Cab and Chassis VEHI LE DESCRIPTION (1)Ne6v Ford F450 Diaeei 6.7L 03b Chassis-"peed Automatic Transmission -4,30 Axle Rafia PTO -Dual AJtomaters-III L?t[�apac' Tow 1?a l€a a-Tiler brake CantfofJt#r-Jac#€ - L.f?'cor Packs -Power Gmup Windawa Doors. Runnincl Boards-Sync Blue Tooth (1) N t Royal 1T CarFtmctdr Body-Aluminum Floor&Cates-Rack-Class 5 Receiver Hitch Un er Body Prep for Compressor-UREA Relocstion ChAside Front Rail-501SC Headbcwd 561.509,00 (t)VaPair Under Deck Air Compressor-No 06-1195-185 ICFM Q tOQ PSIG-@ 2415 RPM- Tw� Hanney Dose reels-q*Air Model U90185-Dual 6W.911-CA*WAIr FlIter-Art Pressure Safety Rol ieve Valve-Pressure Safety CFreck Valve Ints*trc*11:4R -be Frant V:lt2 Ilan Air LCO Total Electrortic J18mote Panel Sysenl - $19,983,0Q 3 years 136,000 Was Sl,lrtxper to Bumper 5 yeam 1100.000 Miles Power Train Ford Piggyback lncwtive GPC FIN CP703 Pro rant #04999H .i DESCRIIaTION OF TRACE-IN CReOrTS Cosh FFiwa of VGhicfe S Accassorms $76,482.00 Year: make: Payptltu. Doc umeAta rY Pre paratian Charge MOO YIN: Usad 7ra&4n Arlpwance 8.75% Sales Tax- 6.623,05 I-Arm Elatanou(?w*d On 7mde-lit Electemnic RI*Poo $ 29.00 Not Trade-ln Allowance California Tire Fee 10-50 vashDarrnPsvm4rlt EsL Lk,Fetm Exempt Tatar Cash Price $83,304.55 6 Less Tatar Credit 1 Usage' i O Toml Cm#fts $ - unpaid Cash Batanco Dug Notice to the Vc{w1- (1)Do not sign Ph agtevrom betom you read it or[fit oxytalnb any blank spaces to be Had in. (2)You are entitled to a o=plstaly Alsd-irn COPY Cf-h a9-*nsnt (3)If you default in the pertarmance of your obfigador&under this agreement,the vehicle inay be repossessed wfd you maybe subject to sut and fabafty for the unpaid indebtedness evidenced by this agreement RECEIPT OF A FILLED4N COPY OF THIS AGREEMENT This order i-wi rrr.,c the entire agreement periawfing to this purchase and no IS HEREBY ACKNOWLEDGED BY PURCHASER other iNr v--}n-of any kind, verbal Understanding or premise whalsoever, will be rEc-g-i_r;I- I have read the matter printed hereof and agree to it as a part of this u- r;f the same-as if it were printed above my signature IVIVarranty crave read,and I understand and accept al proWs-was of the Marrfaeu Mer Statement Covering this ne%v vehicle then I am ordding. I.C + : 'SUCK CcN Purchaser City of Vemon By Purchasers Signature i Rush Truck Center Whiffler (562)692-7267 Rol 2450 KELLA AVENUE rat1�'M cewQm coin WHITTIER,CA-9%01 Date: !April 20, 201-7 * a ' 51' ■rz RA_ Saieepwsm Mire Freemen Purchaser �CqX of Vernon corrtad Ron/El Address: _ 4305 Santa Fn Ave city,state Vernon, Ca zip_ 9 90058 Bus.Phone: 323-gf1-]-E81 x 322 Cell Phone: Fax Numbr. 323426-1437 Res,Phone: I hereby apace purchase ham you udder Una term and conditions sped Tad.the following; Delivery is to be made or as soon thereafter as poesltre. It q agreed. ,Ihat nerdW you nor the Marufackmrvid he fiable ftx failure to effect delivery. renhT r son"Na": ngi e: i',Inglr4'wrl. 1 2017 Ford F250 ublity 6.2L Gas Aut rustic GMR, C.Aw' 94tit * vow4aasa_ flab A Axle. MN: 10'0001b White 758195 164 56 1FD7X2A69HF824948 New Factory IN@rranty on Gat}artd Ghassis VEHICLE DES CRIPTJON P Ne W Fard FZ30 9AS 6.2L En Cat}Chassis -B-Speed Automatle Transmission -3.73 Axle Ratio TO w Package -Trai ler Bruka Controller-Jack-Spare Tire and Wheel . fKter SwIfthes )C 'Ddcor Pecks e - Power G roup Windows Dome -Sy rat Slue Tooth -Cruise-ANUFM CD - (7} N Royal:a`11.11tility Body-Open Top Liffs-Class 4 Receiver Hitch Overhead Ladder Rack KAy Slslutfon Lock Package From Solt $43,157,00 (1) 1 1.14tosInt on Cab Whmelan Modes JE2LHTA led Light Bar W PCC6W Switch Box ST K.94 Ught Liar Strap FGt=0 ire ctiorral LED ECC0 9014 MA9000 9 Switch Sox Surface:Mount 2J .rout GfTII and(2)#dear End PanaIs as Ngtr as PossIbile $ 3 WJ.00 F Wa rr#nty 3 years 136,000 M4es Bumper to Eumper 5 yews 160,000 MiIffs Power Train Factqjry Piggyback Incentive GPC FNY QP703 Program #04979H $(8,150.00) DESCR.1 r10kOFTRAC!E-',N CREDITS CastiPrlceofYehicladAccesso-iesl 3 , Year. ( NUkR' Fayatf to: Daeurneritary Preparatlon Chare;po MOO YIN. Used Tmft-lq Al1a7J mi a 1.78% Sates Tax- Less Baknw O'wcd an Trada.ln Electronic File Fee $ 29.W Nat Trade-in A11gMnce C.9Jfwnia Tire#'oe 875 Cavil Doyen Payment 9-IL Lie.Fees Exempt Tom I Cash#r,ce $42.497.63 O Less TolNCr*dim Mileage; h>M TotilLrodits $ Uppaid Cash BahaneeOw $42,497,63 Notice to ft hu . (1)Do not slim this egr$emar]t before you!lead it qr ift contains wry-biank spares to be Med in- (2)You are enlffled foe completely Aled+n copy of this rant. (3)If you da At in the performance of your oWigatio a under this agreement.the vehicle may he repossessed and you may be suhjW to suit and Gatnrity Cr the unpaid indehtsdne;+evidenced by this agreement RECEIPT OF A FILLED-IN COPY OF THIS AGREEMENT This order mrwise the entire eareemer pertaining to this purchase and no IS HEREBY ACKNOWLEDGED BY PURCHASER other agreerb�- . of any Idnd,verbal undsrstowling or promise rrhoWever, vnff be r=Wkzmcl. I have read the malew prkmd hereof and agree bo it as a Par of this aec"ev ale same as if it were printed above my signature L read.and I understand ar4accapt aH provisions of the MAua a- ' xdws rc,y 5talemr>!rf noverirrg Iha new vehicle that 1 am orderin¢ IL'SFf TRACK^ENTER Purchaser City of Vemon By Purchasers Signature i I Rush Truck Center Whittier (562)692-7267 2450 KELLA AVENUE -�sh'ruckCe 1Ccrs.Com WHITTIER,CA.90601 Date: April 20.2017 • * ` * " r Salesperson: _ Mike Freeman Pufuham i of Veman _ contact: RcHVEJi _ Rddneas: 4345 SanW Fe Ave Cay,Smile: Vemren,Ca zip: tM 90058 Bus.Phone; x 322 CeQ Phone: Fax Numbw 323-826-1437 Ras.Phone I herety agree 3 purchase from you under the terms and conditions specified,the blomag: Delivery is to be made or as soon thereafter as possible. R ;y a,reec,imm rw.that neither you nor the Mararfacburer w 4 W&able for failure to effect deivery; 4 Year. Make. wins, arm- Day Styl& 1yt W: �Transrnissiun- 161 # 2017 Ford F250 Utility6-2 Automatic J f 1 Gl+4+lf# -3"r 2tocic VV**ttaeC' Can to"a' ,Vtk 1 '0001b White 788191 164 56 1 F 1)7X2A67HEB24947 7 New Factory Warranty on Cab and Chassis VEHI LE DESCRIPTION (1) NehN Ford F$5Fi AS 6.21-EF[Cab Chassis -6-Speer!Automatic Transmission-3.73 Axle Ratio - '` 4 Tor Package-Trailer Bri" Control] •,lack-S am Tire and Wheel-U ttaar Switct3txa _ ;} x Occor Package -PowC#Group Windows Doers-Sync ISIue Tooth -Cruise-AWFM CC '< II Royal 8' Utility Body.open Tap Lids -Glass 4 Receiver Hitch Cmmrhoad udder Back 04 Key Solution Lock PackageFrorrtBolt $43J5i,U0 . . 11.)lr it-Mount on Cab Whaeian Mode#JE2LHTA-bdIlght Bar W PCC6W SVAtCh Box - K94 Light Bar Strap Kit - Directional LED ECCO 9014 MAMOO 9 Switch Box Surface Mount rtxtt Grill and 12)]dear End partaIs as high as Fvss rble $ 3.963-Oa 3 Yea'rs I36,000 Mil0s Bumper to Bump ar 5 yaars 161I 000 IMAiles Power Train Factor lIggyback Incentive GPty FIN QP703 Program #04979H r:C SCR IPTI ON OF T RW7 F-fN CREDITS Cash Ptice of Yohich?$Aaaaeaer6m $38,97D,00 V'"f- I. Make Payerfto' c0cument3ryPrepa13gprtCharWl Used 7ra4a-tn+titowrrnce 9-75% Saias Test- 3,CC 9.98 4 erwx 9alance C ved on Track-In., f<teotronrc F11G pep 29- Net Trade-In Al Iowa nca CiMwnla Pre Few CAish Down Payment Est-Uc-F*n Exempt Tow Cash Friee $42,447.63 a f<ess Total credits trfilea4Y' O Total Crariit% - UnAaid Gash Sca�co Due $42,497-63 Notice to Gie ttu e,7 (t)Do not sign this agreemenn before you read 7tor if ft contains any blank spaces to be 1111led in- R)You are armed to a completely iwed4a. COPY Of the Memt (3)If you defauft in the performance of your oblWaons tinder this agreement,the vehicle may be repossessed and you stay be subject to suit and babUity lbr the unpaid,indebtedness evidenced by this agreement RECEIPT OF A FILLED-IN COPY OF THIS AGREEMENT This order entire agrearnam pertaining to this purchase and no IS HEREBY ACKNOWLEDGED BY PURCHASER other agreer,Or+n'any kind,verbal understanding or ,promise whatseaver. '11 be rruugr relC. I have read the matte printed hereot and agree to it as a _ part of ttis c•dew U!,r same as 0 it were primed above my signature I have need.and I understand and aocept a&provisions of the MWu(act:,rer a :Varranty Statement co"org tart new vehicle that I am ordering. RUSH ['RUCK CENTER Purchaser C itv of Vernon By Purchaser's.Signature R:--:'CEIVED " � RECEIVED JUN 15 2017 {� JUN 14 201T CITY CLERK'S OFFICE *'"'`j CITY ADMINISTRATION STAFF REPORT PUBLIC WORKS DEPARTMENT DATE: June 20,2017 TO: Honorable Mayor anddC City yCCouncil FROM: Samuel Kevin Wilson,Irite�fm Director of Public W( i:. Originator: Lissette Melendez,Associate Engine RE: Authorization to Execute a Grant Deed at 2626 26t'Street Recommendations A. Find that accepting the Grant Deed is exempt from the California Environmental Quality Act ('CEQA") in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the work would merely involve negligible expansion of an existing street; and B. Adopt the proposed resolution to authorize the Mayor and City Clerk to execute the Certificate of Acceptance and the Grant Deed for approximately 2,418 square feet of land located at 2626 2e Street. Background As part of a property development project, this Grant Deed from Mass Transit Properties, LLC, a California limited liability company dedicates to the City of Vernon in fee simple title, a portion of property at 2626 26L' Street, (Assessor's Parcel Number 6302-001-030). The dedication is approximately 2,418 square feet in size, located on the South side of 26' Street in front of 2626 26d' Street. This dedication will meet the City of Vernon's Master Plan of Streets and will be used for street purposes by increasing the width of the right-of-way. The grant deed has been approved as to form by the City Attorney's Office. Fiscal Lnnact Processing of the Grant Deed has no fiscal impact. Attachment(s) 1. Resolution Approving and Accepting the Grant Deed at 2626 261 Street 2. Certificate of Acceptance CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the City of Vernon by that certain Grant Deed dated April 26, 2017, executed by Mass Transit Properties, LLC, a California limited liability company, is hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. 2017-XX by the City Council of the City of Vernon on June 20, 2017, and the grantee consents to recordation thereof by its duly authorized officer. Dated: 2017 CITY OF VERNON MELISSA YBARRA, Mayor ATTEST: MARIA E. AYALA, City Clerk APPROVED AS TO FORM: HEMA PATEL, City Attorney RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND ACCEPTING THE GRANT DEED DEDICATING IN FEE A PORTION OF THE PROPERTY LOCATED AT 2626 26TH STREET WHEREAS, Mass Transit Properties, LLC (the "Grantor" ) has offered to dedicate in fee a portion of the real property in the City commonly known as 2626 26th Street in the City of Vernon, approximately 2,418 square feet in size, on the South side of 26th Street in front of 2626 26th Street, assessor' s parcel number 6302-001-030 (the "Property" ) ; and WHEREAS, Grantor has delivered to the City a grant deed dated April 26, 2017, dedicating in fee the Property to the City, a copy of which is attached hereto as Exhibit A ( "Grant Deed") ; and WHEREAS, the dedication will meet the City of Vernon' s Master Plan of Streets and will be used for street purposes by increasing the width of the right-of-way; and WHEREAS, by memo dated June 20, 2017, the Interim Director of the Public Works Department has recommended that the City accept the Grant Deed and approve execution of the Certificate of Acceptance. 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 CEQA Guidelines section 15301 (c) because if any construction occurs as a result of accepting and executing the Grant Deed, the work would merely involve negligible expansion of an existing street. SECTION 3 : The City Council of the City of Vernon hereby accepts the interests in real property conveyed to the City of Vernon by the Grant Deed, approves the Grant Deed and consents to the recordation of the Grant Deed. SECTION 4 : The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Certificate of Acceptance accepting the Grant Deed for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5 : The City Council of the City of Vernon hereby directs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the actions herein approved or authorized. SECTION 6 : The City Council of the City of Vernon hereby authorizes the Department of Public Works to submit the Grant Deed to the County Recorder. - 2 - SECTION 7 : 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 20th day of June, 2017 . Name : Title: Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney - 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, June 20, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2017, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) - 4 - EXHIBIT A RECORDING REQUESTED BY and WHEN RECORDED MAIL TO: City of Vernon 4305 Santa Fe Avenue Vernon,CA 90058 Attn:City Clerk MAIL TAX STATEMENTS TO: Exempt SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE GRANT DEED AM: 6M2-01-00 DOCUMENTARY TRANSFER TAX IS NONE-NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE. FOR VALUABLE CONSIDERATION,RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, MASS TRANSIT PROPERTIES,LLC,A CalRornia limited Habfflty amapany(the "SGrantoe) HEREBY GRANT(S)TO: City of Vernon,a body corporate and politic(the"Grantee") That certain real property(the"Conveyed Property"), as described in Exhibit"A"attached hereto and incorporated herein by this reference,and as more particularly shown on the map attached hereto as Exhibit"B"and incorporated herein by this reference. The Conveyed Property is a portion of the property owned in fee simple by the Grantor. The property is located in the City of Vernon,County of Los Angeles, State of California. Date: RpI- - z4 .2011 MASS TRANSIT PROPERTEES,LLC "Graator" AI A%4 YAM)vy- �h LArfAr, Name,7-ate Name,Title ignatrrre Signature - —— CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Califomia ) County of ) O rl � 9 . ' _ Q before me, Date Here Insert Name and Title of O personally appeared-2— 1-D(D Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose name(4 is/arLd subsc�ad to the within instrument and acknowledged to me that he/�/tl 4 executed the same in hWi lh It r authorized capacity(ip�}, and that b hio /toir signature(4 on the instrument the person(sf,, or the eritity upon behalf of which the persono 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. MAFAA CRI5TINAPA NRE7 WITNESS my hand and loffic eal. Commission 0 2145375 Notary POW-ca lwaia Los NNE County Si nature Vy Comm. EX Iris Mar 6.Z02C g Signature of Notary Publi Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached D meat Title or Type of Document Document Date: �! _ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) med by Signers) Signer's Name: ktb Signer, . are: Corporate Officer — Title(s): Corporate r — T'itle(s): Partner — Limited ❑ General Partner — Ci Limi - General ❑ Individual i I Attomey in Fact Individual Attorney ct Trustee Guardian or Conservator Trustee Guardian or Con for ❑Other: Other: Signer Is Representing: Signer Is Representing: 02014 National Notary Association - www.NationalNotary.org • 1-800-US !VOTARY(1-800-876-6827) Item #5907 Exhibit "A" STREET DEDICATION LEGAL DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE CITY OF VERNON, COUNTY LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 5 OF THE CHIPLEY AND BAKER TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER PARTITION MAP FILED IN CASE NO. 2672 OF THE 17TH JUDICIAL DISTRICT COURT; AND OF THAT PORTION OF THE LAND MARKED E. W. SQUIRES 10.515 ACRES, IN SAID RANCHO, AS PER PARTITION MAP FILED IN CASE NO. 2055 OF SAID 17TH JUDICIAL DISTRICT COURT DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF TRACT NO. 2720, RECORDED IN BOOK 28 PAGE 50 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING IN THE SOUTHERLY LINE OF 26TH STREET, AS CONVEYED TO THE CITY OF VERNON BY DEED RECORDED IN BOOK 5282 PAGE 57 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF 26TH STREET NORTH 88' 33' 45" EAST 231.52 FEET; THENCE PARALLEL WITH THE EASTERLY LINE OF SAID LOT 5 , SOUTH 1' 54' 15" EAST 10.00 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 10.00 FEET, FROM THE SOUTHERLY LINE OF 26TH STREET; THENCE ALONG SAID PARALLEL LINE, SOUTH 88' 33' 45" WEST 250.92 FEET; THENCE NORTH 01' 26' 15" WEST 5.00 FEET; THENCE NORTH 88' 33' 45" EAST 17.00 FEET; THENCE NORTH 23' 25' 15" EAST 5.51 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 2,417.98 SQUARE FEET. ,g eS A CL PREPARED BY: No 9246 p � 1t � MARHES A.DIZON PLS 9M OFCAUI SEABOARD ENGINEERING CO." STREET DEDICATION PAGE 1 OF 1415 E. COLORADO ST., 8205 ADDRESS: 2626 26TH STREET, 16-042 GLENDALE , CA. 41205 VERNON, CA. 90058 DATE: DEC. 27, 2016 SCALE: I' = 1ao - - Exhibit "B" STREET DEDICATION LEGEND: SEEDETAM A Iv p STREET DEDICATION - - p p — -— - - CENTER LINE N2325'15"E P.O.B. p PROPERTY LINE 5 51 _ 26th STREET - x � 88' - 0-- " 134%.33---------� N8833 45 - N_&2 45 F — -------- - 23t52 — — 88` 3'45" W 250.92' IN01-25'15 5.00' ;i ti o I S 01'54'15" E 10.00' por. LOT A a i TRACT NO. 2720 — °� —;� —; '. M.B- 28150 x 220.86 6th STREET �o 1V U'' E'LY LINE OF LOT A 1 268. r TR. 2720, REC. 2325'' 5.51 BK.28 PG- 50 N88'3,3 45 P.O.B. cvl 17.00' 1 Nor 26'15"W 5.00' , 2.53 L�' u S 88 33'45" WI ' por. LOT 5 , HIPLEY BAKER TRACT DETAIL A o � � � � ` � � SCALE 1' = 40' Q a I N 8833'45' r4 i — N 01726'150 W , 16.08' ---- -- ----- in d k ± por. LOT 5 `° o ' CHIPLEY BAKER TRACT i S 89'07'45" W 557.20' PREPARED BY:SEABOARD ENGINEERING CO. STREET DEDICATION PAGE 1 OF 1 1415 E. COLORADO ST s 205 ADDRESS: 2626 26TH STREET, -- 16-042 GLENDALE • CA. g1205 VERNON, CA. g0058 DATE: DEC. 27, 2616 'URECEIVED RECEWED JUN 15 2017 JUN 15 .O�l STAFF REPORT CITY ADMINISTRATION CITY CLERK'S OFFICE C PUBLIC UTILITIES DEPARTMENT DATE: June 20,2017 TO: Honorable Mayor and City Council FROM: Kelly Nguyen, General Manager of Public Utilities /V RE: Award of Service Agreements to Interstate Gas Services, Inc. and Energy Experts International for Natural Gas Operational Support Services Recommendation A. Find that awarding the bid as outlined in the staff report is exempt from California Environmental Quality Act ("CEQA") review, because such action 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 even if such activity were deemed a "project," it would be exempt from CEQA review in accordance with CEQA Guidelines section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Approve a Service Agreement with Interstate Gas Services, Inc. ("IGS"), as the primary provider for services regarding natural gas operational support services, for a total compensation amount not-to-exceed $100,000 per year, and a grand total amount not-to- exceed $300,000 over the three-year term of the agreement; and i. Authorize the City Administrator to execute a Service Agreement, in substantially the same form as submitted herewith, with IGS; and ii. Authorize the City Administrator to issue change orders that may increase compensation for IGS in an amount not-to-exceed $30,000 per year; and C. Approve a Service Agreement with Energy Experts International ("EEI") as the secondary provider for services regarding natural gas operational support services, for a total compensation amount not-to-exceed $100,000 per year, and a grand total amount not-to- exceed $300,000 over the three-year term of the agreement; and i. Authorize the City Administrator to execute a Service Agreement, in substantially the same form as submitted herewith, with EEI; and ii. Authorize the City Administrator to issue change orders that may increase compensation for EEI in an amount not-to-exceed $30,000 per year. i t Background On April 13, 2017, City staff properly publicized the Request for Proposal ("RFP") for Natural Gas Operational Support Services for the Vernon Public Utilities Department ("VPU"), as stated in Vernon Municipal Code section 2.17.14 requirements. The City received a total of four (4) timely proposals from qualified firms. The four firms that provided proposals were IGS, EEI, Navigant, and Penn Oak Services, LLC. A panel of City staff was assembled and collaborated to select the most suitable firm to perform the services listed in the RFP. After thorough review, IGS scored the highest and EEI scored second highest in the evaluation process and were selected as the winning respondents. The cost to retain services from both IGS and EEI is proposed at a not-to-exceed amount of$100,000 each year per contract. The grand total amount for each three (3) year term agreement is proposed not-to-exceed $300,000. IGS and EEI were found to be highly specialized in the gas industry and were qualified to perform the required work. The work flow process would be such that, in the event IGS is unable to perform the required services, EEI would be asked to perform the required services. Discussion VPU has been utilizing the consulting services of IGS since March 2006 in all aspects related to natural gas procurement on as needed basis to conduct gas balance management, bond financed prepay gas, budgeting rate setting, tariff revisions, and oversight of Department of Transportation safety compliance. IGS provides 30 years of diversified energy industry experience, most of it in natural gas, and all of it in California. Industry experience and detailed proprietary knowledge of the City's gas system has reinforced their position as a valuable City resource. For the past several years, IGS has performed an integral role in commissioning the distribution system, establishing gas tariffs, providing technical expertise related to wholesale gas purchasing, and supporting critical activities that enable the City to maintain compliance with Federal safety requirements. IGS and EEI have addressed the City's needs by providing a proposal to assume tasks related to r natural gas operational support services and have agreed to the scope of services detailed by the City in the published RFP. Tasks will include: Gas customer connection and ongoing customer support; gas tariff document preparation for legal and council approval; rate changes to Vernon gas tariff when required; customer rate comparison analysis; pipeline safety and DOT-PHMSA compliance; gas accounting and income/expense monitoring; natural gas prepay agreement negotiation; and resolution of technical issues with gas marketers and SoCal Gas when required. Conclusion In light of IGS providing the highest responding score in the RFP evaluation process and their past outstanding service to VPU, and EEI ranking second in the evaluation process, it is recommended that City Council approve the award of two contracts, each for a three (3) year term, each in an amount not to exceed $100,000 per year. It is recommended that the City Administrator be granted the authority to issue change orders to increase the compensation up to $30,000 for each agreement. The agreements for both IGS and EEI have been reviewed and approved by the City Attorney's office. y Fiscal Impact The proposed "not-to-exceed" cumulative amount (including potential change orders) will be $130,000 per fiscal year, for a three year term, with the cumulative total contract value not to exceed $390,000. To be clear, any amount paid to either IGS or EEI shall count toward the not- to-exceed amount. The first year cost has been incorporated in the VPU budget for fiscal year 2017/2018 and will be budgeted in subsequent years. Attachment(s) 1. Service Agreement with Interstate Gas Services, Inc. 2. Service Agreement with Energy Experts International i i i i 3 i 9 i i SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND INTERSTATE GAS SERVICES, INC. FOR NATURAL GAS OPERATIONAL SUPPORT SERVICES COVER PAGE Contractor: Interstate Gas Services, Inc. Responsible Principal of Contractor: Dan Bergmann, President Notice Information - Contractor: Interstate Gas Services, Inc. 15 Shasta Lane Walnut Creek, CA 94597 Attention: Dan Bergmann, President Phone: 925-946-9090 Facsimile: 925-946-9045 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Kelly Nguyen General Manager of Public Utilities Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 Commencement Date: July 1, 2017 Termination Date: June 30, 2020 Consideration: Total not to exceed $390,000 (includes all applicable sales tax and contingency amounts); as set forth in section 5.2 and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 9.19 F i 1 i SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND INTERSTATE GAS SERVICES, INC. FOR NATURAL GAS OPERATIONAL SUPPORT SERVICES This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Interstate Gas Services Inc., a California corporation ("Contractor"). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on June 20, 2017. 2.0 SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set forth in the Request for Proposals dated April 13, 2017, Exhibit "A", and Contractor's proposal to the City ("Proposal") dated May 8, 2017, Exhibit "B", both of which are attached to and incorporated into this Contract, by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed according to the standards then prevailing in the natural gas operational support services profession. 2.4 Contractor shall serve as a primary service provider. In the event Contractor cannot perform services, the City may request that Energy Experts International ("EEI") perform such services on a stand-by basis. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City-approved subcontractors. Contractor, and all personnel engaged in the work, shall be i s 2 fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM. The term of this Contract shall commence on July 1, 2017, and it shall continue until June 30, 2020, unless terminated at an earlier date pursuant to the provisions thereof. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit "C". 5.2 Contractor's and EEI's grand total cumulative compensation for the entire term of this Contract, including change orders, shall not exceed $390,000 without the prior authorization of the City Council and written amendment of this Contract. To be clear, any amount paid to either Contractor or EEI shall count toward the not-to-exceed amount. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment and transportation which may be required for furnishing services pursuant to this Contract. Materials shall be of the highest quality. The above Contract fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related i i costs and expenses. t i 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the i City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. 3 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs and authorized extra work covered by that invoice. 7.0 CHANGE ORDERS. The General Manager of the Department of Public Utilities shall have the authority to issue change orders for administrative and non-material changes to the scope of services and to the time for performance as long as the change orders do not increase the compensation due to Contractor under this Contract and as long as the time is not extended beyond three years. The City Administrator, shall have the authority to issue administrative change orders to increase the compensation due Contractor under this Contract, but the combined total amount of such change orders shall not exceed $30,000 per fiscal year. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 9.0 GENERAL TERMS AND CONDITIONS. 9.1 INDEPENDENT CONTRACTOR. 9.1.1 It is understood that in the performance of the services herein i provided for, Contractor shall be, and is, an independent contractor, and is not an agent or i i ( 4 i i j employee of City and shall furnish such services in its own manner and method except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 9.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 9.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 9.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 9.4 CORRECTION OF WORK. Contractor shall promptly correct any I defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor 1 I 5 shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness. 9.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 9.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 9.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation. 9.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies. E 9.9 ATTORNEY'S FEES. If any action at law or in equity is brought to j enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such f 1 party may be entitled. { 9.10 INTERPRETATION. i 9.10.1 Applicable Law. This Contract, and the rights and duties of 1 the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California. 6 9.10.2 Entire Agreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 9.10.3 Written Amendment. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 9.10.4 Severability. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 9.10.5 Order of Precedence. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Request for Proposals shall control over the Contractor's Proposal. 9.10.6 Choice of Forum. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 9.10.7 Duplicate Originals. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. 9.11 TIME OF ESSENCE. Time is strictly of the essence of this contract and j each and every covenant, term and provision hereof. 7 9.12 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 9.13 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 9.14 INDEMNITY Contractor agrees to indemnify harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation)which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of: 9.14.1 Any activity on or use of City's premises or facilities or any performance under this Contract; or 9.14.2 Any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agent in connection with the performance of this Contract. 9.14.3 This agreement to indemnify includes, but not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained i I 8 by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). 9.14.4 Contractor agrees to release and covenants not to sue the City, its City Council and each members thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract. 9.15 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amount set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 9.15.1 Automobile Liability with minimum limits of at least $100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of$500,000 including owned, hired, and non-owned liability coverage if written on a Commercial automobile liability form. 9.15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insured as respects liability arising out of the Contractor's performance of 3 i this Contract. (a) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insured under its own policy of shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (b) Blanket Contractual Coverage (if required by the city). (c) Products/Completed Operations Coverage (where such risk is applicable, as determined by the 9 city). (d) Explosion, Collapse and/or Underground (X, C, and/or U) coverage (where such risk is applicable, as determined by the city). 9.15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 9.15.4 Contractor shall comply with the applicable sections of the California Labor Code concerning worker's compensation for injuries on the job. Compliance is accomplished in one of the following manners: (a) Provide copy of permissive self-insurance certificate approved by the State of California; or (b) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of$1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or (c) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 9.15.5 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 9.15.6 Insurance shall be placed with insurers with a Best's rating of no less than B. 9.15.7 Prior to commencement of performance, Contract shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. ' 9.15.8 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of 1 10 satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self- insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set- off or recoupment from any sums due Contractor. 9.16 NOTICES Any notice or demand to be given by one party to the other be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Department of Public Utilities 4305 Santa Fe Ave. Vernon, CA 90058 Attention: Javier Valdez If to the Contractor: Interstate Gas Services, Inc. 15 Shasta Lane Walnut Creek, CA 94597 Attention: Dan Bergmann Any such notice shall be deemed to have been given upon delivery, if personally ' delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date I t 11 I of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 9.17 TERMINATION FOR CONVENIENCE (Without Cause) City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 9.18 DEFAULT In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for '? services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of(1) any payments made by the City for service not subsequently 7 performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 9.19 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. 9.19.1 The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract. i 12 2i 3 9.19.2 The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. I 9.20 CONFLICT. Contractor hereby represents warrants and certifies that no member, officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. 9.21 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay. 9.22 LIVING WAGES. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage Standards are set forth in Exhibit "D". Upon the City's request, certified payroll records shall promptly be provided to the City. 9.23 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor i certifies and represents that, during the performance of this Contract, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure 3 that applicants, employees and recipients of service are treated equally and are not j a i 13 4 3 discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E". [Signatures Begin on Next Page]. 14 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Interstate Gas Services, Inc., a California and California municipal corporation corporation By: By: Carlos Fandino, City Administrator Name: Title: ATTEST: By: Maria E. Ayala, City Clerk Name: Title: APPROVED AS TO FORM: Brian Byun, Deputy City Attorney i i i i fI i 1 15 EXHIBIT A REQUEST FOR PROPOSALS J f i 16 City of Vernon Request for Proposals (RFP) Natural Gas Operational Support Services t { City of Vernon Gas & Electric Department 4305 Santa Fe Avenue, Vernon, CA 90058 Phone: (323) 583-8811 3 , City of Vernon Natural Gas Operational Support Services Request for Proposals 1. INTRODUCTION AND PROJECT The City of Vernon is requesting proposals for Natural Gas Operational Services to conduct various specialized support activities beyond the daily operations of the gas system. The City will select one firm, based on demonstrated competence and a cost effective approach to support the specific items defined in this Request for Proposal. 2. BACKGROUND The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history, Vernon has been developed as an industrial community. At the turn of the 20'" century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial" city. By the 1920's, Vernon was attracting large stockyards and meatpacking facilities. In the 1930's, Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected at-large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tern from its own membership to serve one-year terms. Labor Force: Vernon has approximately 260 employees, and its departments include a Fire Department, Police Department, Finance Department, Public Works, Water and Development Services Department, Gas and Electric Department and Health and Environmental Control Department. Present bargaining units recognized include the Vernon Police Officers Benefit Association, Vernon Police Management Association, Vernon Firemen's Association, the Vernon Fire Management Association, International Brotherhood of Electrical Workers Local 47, and Teamsters Local 911. 3. OVERALL SERVICE As a smaller gas utility, Vernon maximizes operational efficiency of its gas system by using full time employees to handle daily operating requirements, while using outside expertise for other requirements that are periodic or otherwise specialized. In this way, Vernon is able to leverage on experience from outside without having to hire full time specialists that would not be fully utilized. The scope below covers many items that may be requested of the successful proposer. Proposals should be designed such that the scope of work provided can be flexible based on Vernon's needs. The successful consulting firm will work with various personnel from the City: Field staff, the Natural Gas Superintendent, the Engineering Manager, and occasionally the Director of Gas and Electric, City Administrator, and City Council. Page 2 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals 4. SCOPE OF SERVICES REQUIRED The City of Vernon is seeking the services of a highly qualified consulting firm to assist in: A. Gas Customer Connections/Ongoing Customer Support 1. Support ongoing marketing effort 2. Maintain updated savings comparison templates 3. Evaluate connection economics 4. Support equipment acquisition 5. Liaison with gas marketers for transport-only customers 6. Resolve metering accuracy issues 7. Review customer billing statements for accuracy B. Gas Tariff, Rates, and Comparison Analysis 1. Recommend gas rate changes and other changes to Vernon gas tariff 2. Prepare tariff documents for legal and council approval 3. Prepare customer transportation and commodity agreements for execution, as required C. Pipeline Safety and DOT-PHMSA Compliance 1. In 2019/20, re-write transmission pipeline integrity management program manual for internal pipeline inspection, in place of external assessment inspection 2. Ensure that files and records from pipeline inspections are organized properly such that Vernon personnel have easy access for next pipeline safety 1 assessment prior to2020. 3. Ongoing support to other DOT-PHMSA requirements: Annual reporting, Operator Qualification Program, Distribution Integrity Management Program, Operations and Maintenance, and Emergency Response. 4. Support preparation for DOT-PHMSA inspections D. Natural Gas Prepay Agreement 1. Negotiate with prepay supplier monthly terms for redelivery of prepay gas to Sacramento Municipal Utility District (SMUD) at Pacific Gas & Electric (PG&E) Topock. 2. Monitor gas market for better exchange terms for Prepay/SMUD transaction 3. Coordinate monthly deliveries with SMUD, pursuant to SMUD/Vernon gas contract 4. Verify monthly natural gas billing statements 5. Maintain accounting of prepay gas to Vernon customers vs. prepay gas to SMUD E. Gas Accounting and Income/Expense Monitoring 1. Prepare internal billing statements (MGS, Gonzales, and Fund 56/56) 2. Verify marketer imbalance statements prepared by Resources Management (Shell, BP, Chevron, Sempra, Tiger, etc.) 3. Verify Vernon/SoCalGas imbalance workbook, prepared by Resources Management Page 3 of 10 i a City of Vernon Natural Gas Operational Support Services Request for Proposals 4. Monitor Gas Enterprise income and expenses compared to budget 5. Support preparation of annual gas enterprise budget 6. Provide monthly commodity price for retail customers F. Natural Gas Marketers and SoCalGas 1. Resolve technical issues with gas marketers and SoCalGas 2. Monitor SoCalGas tariff for changes affecting Vernon 3. Liaison to Resource Management regarding gas procurement matters for Vernon electric power generation 4. Provide analysis for proposed NAESB gas purchase agreements 5. Review monthly supplier billing statements for accuracy 5. QUALIFICATIONS &CRITERIA A. Qualifications: The City of Vernon will select one firm for all of the outlined Scope of Service on the basis of qualifications, experience, and cost. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposals: 1. Primary person handling this project to have at least ten (10) years of natural gas experience related to the scope of services provided herein 2. Proven success with similar services elsewhere 3. Four year college degree or advanced degree in the physical sciences, engineering, or related field (as determined by the city). B. Selection Criteria: The City will conduct a comprehensive, fair, and impartial evaluation of proposals received in response to this RFP. All proposals received will be reviewed and evaluated by a committee of qualified personnel. The name, information, or experience of the individual members will not be made available to any proposer. The Evaluation Committee will first review and screen all proposals submitted, except for the cost proposals, according to the minimum qualifications set forth above. The following criteria will be used in reviewing and comparing the proposals and in determining the highest scoring bid: 1. 40% Qualifications, background and prior experience of the firm in the Service Area(s) being proposed, experience of key staff assigned to oversee services provided to Vernon, evaluation of size and scope of similar work performed and success on that work. 2. 30% Cost and fees to the City for handling matters. Cost is not the sole determining factor but will be taken into consideration. Proposer must offer services at a rate comparable to the rate proposer offers to other r governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. If rates differ for different types or levels of service, or for different Service Areas, the Proposer should so state. 3. 10% Responsiveness to the RFP, and quality and responsiveness of the proposal. 4. 20% References including past performance of proposer. s i Page 4 of 10 F City of Vernon Natural Gas Operational Support Services Request for Proposals 6. FORMAT AND DELIVERY OF RESPONSE Respondents are asked to submit four (4) hard copies and one (1) electronic copy of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Limit your proposal to 20 typed 8.5" X 11" pages, or fewer, on white bond paper of at least 20-pound weight single sided (excluding cover letter and attachments. You may attach a firm brochure if you wish, but it must be as a separate attachment and independent from the required elements noted above. 1. Use a conventional typeface with a minimum font size of 12 points. Use a 1" margin on all boarders. 2. Organize your submittal in the order described above. 3. Provide one (1) unbound original of your firm's response and one electronic version (via email to ivaldez ci.vernon.ca.us) 4. Prominently label the package: "RFP for Natural Gas System Support' and include the name of the primary contact for the respondent. Deliver the response to: City of Vernon Attention: Javier Valdez, Business &Account Supervisor 4305 Santa Fe Avenue Vernon, CA 90058 5. Responses are due on or before 5:00 p.m. on Tuesday, May 9, 2017. Late response will not be accepted. 6. If you have any question about this RFP should be sent solely via email to r jvaldez _ci.vernon.ca.us. Monday, May 1, 2017 on or before 5:00 p.m. is the deadline to submit any questions regarding the RFP. Please note that any questions asked and any response provided by Vernon will be sent to every person who will be submitted a proposal, to the extent the City is aware of them. B. Cover Letter: All proposals shall include a cover letter which states that the proposal shall remain valid for a period of not less than ninety (90) days from the date of submittal. If the proposal contemplates the use of sub-contractors, the sub- contractors shall be identified in the cover letter. If the proposal is submitted by a business entity, the cover letter shall be signed by an officer authorized to contractually bind the business entity. With respect to the business entity, the cover letter shall also include: the identification of the business entity, including the i name, address and telephone number of the business entity; and the name, title, address and telephone number of a contact person during the proposal evaluation period. Page 5 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals C. Introduction: Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget. D. General Scope of Work: Briefly summarize the scope of work as the proposer perceives or envisions it for each Service Area proposed. E. Work Plan: Present concepts for conducting the work plan and interrelationship of all projects. Define the scope of each task including the depth and scope of analysis or research proposed. F. Fees and costs: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" amounts per item. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. G. Ability of the Proposer to Perform: Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s). Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The selected firm shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. H. Affidavit of Non-Collusion. Proposer must submit a completed and signed, "Affidavit of Non-Collusion." (Copy attached as Exhibit A). 7. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. Page 6 of 10 I l E City of Vernon Natural Gas Operational Support Services Request for Proposals 8. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. B. This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any individual or organization in connection with this RFP. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e- mail materials provided by any person other than designated contact staff of City shall not be considered binding. E. The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source. F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the City Administrator's Office. 9. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. 10. LIVING WAGE ORDINANCE The selected consultant shall pay qualifying employees a wage of not less than $10.30 per hour with health benefits, or$11.55 per hour without health benefits. The consultant shall also provide qualifying employees at least twelve days off per year for sick leave, vacation or personnel necessity, and an additional ten days a year of uncompensated time for sick leave. There shall a prohibition on an employer retaliation against an employee's complaining to the City with regard to the employer's compliance with the F 4 Page 7 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals living wage ordinance. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage Standards are set forth in Exhibit "D" of the standard form contract, attached hereto as Exhibit B. Upon the City's request, certified payroll records shall promptly be provided to the City. 11. STANDARD TERMS AND CONDITIONS Prior to the award of any work hereunder, City and proposer shall enter into the written contract for services attached hereto as Exhibit B. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the Contract. The term of the Contract shall not exceed three (3) years. i a Page 8 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals EXHIBIT A AFFIDAVIT OF NON-COLLUSION i i r Page 9 of 10 I s s City of Vernon Natural Gas Operational Support Services Request for Proposals EXHIBIT B STANDARD FORM CONTRACT i i r I Page 10 of 10 t F 4 EXHIBIT B PROPOSAL s. ;. 17 1 i i t OIGServiice May 8, 2017 Attn: Javier Valdez Light& Power Department City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: RFP for Natural Gas System Support Dear Mr. Valdez: The following pages constitute the proposal of Interstate Gas Services, Inc. a California Corporation, DBA IGService, to provide Natural Gas Operational Support Services to City of Vernon. This proposal shall remain valid for ninety(90) days from the date received by City of Vernon. This proposal does not contemplate the use of subcontractors. I am an officer authorized to contractually bind IGService. My personal contact information follows, in addition to our business address at the bottom of the page. Email: dan c i service.com Cell: 925-899-2578 Thank you for your consideration to continue serving City of Vernon. Sincerely, Dan Bergmann, P.E. President 3 {2 i{[$3 J 140 Mayhew Way, Suite 901, Pleasant Hill, CA 94523 Office: 925-946-9090 Cell: 925-899-2578 C 1. Contents of IGService Proposal Cover letter Introduction and General Scope Page 1 Work Plan 1- 4 Fees and Costs 4 Ability to Perform 5 References 6 Affidavit of Non-Collusion by Contractor Attachment 1 Detailed Resume of Dan Bergmann Attachment 2 S k ji Introduction and General Scope In my proposed role to the City of Vernon I will continue providing outside expertise for requirements that are periodic or further specialized beyond the role of full-time employees handling daily operating requirements. Though the role is specific to natural gas, it requires diverse experience encompassing many aspects of gas operations relating to both Vernon's gas distribution and transmission systems. This role requires the respondent to be available to meet Vernon's varied needs with a commitment to providing services remotely as needed and to be present in Vernon roughly once a month and more when necessary. As the incumbent in this role, I have a thorough understanding of Vernon's needs, of the appropriate service level, and believe I have demonstrated my ability to provide outstanding service over the past several years. Work Plan The following are the details of my work plan moving forward. Each category below is taken from the RFP. In some of the categories the work details are brief due to the routine nature of them over the next year; however some categories will require attention as noted in my detailed explanation below. • Gas Customer Connections/Ongoing Customer Support The first customer on the Vernon distribution system was Baker Commodities who connected over ten years ago in December 2006. Since Baker, an additional 80 customers have been connected to the system. As of May 2014, with the addition of Farmer John's biggest account, all of the large customers within the City have been connected. Moving forward,there are only a few medium-sized customers,primarily Sweetener Products,who have yet to be attracted to the distribution system. (Fantasy Dying and Gavina Coffee are in the process now of being connected as of May 2017.) Additionally,there are many smaller customers that could benefit from Vernon gas service who, at the same time,will bring value to the City. My primary role with new customer connections is to support Dan Cordova, the Gas System Superintendent. I will continue to discuss strategies with Mr. Cordova to attract customer attention,to clearly answer customer questions, and to bring added expertise to the operation of the gas distribution system. I will also continue to provide or otherwise cross-check load calculations for new customers' planned loads and assist with savings calculations. This support role is critical because the addition of customers to the system brings increased revenue to the City and better utilization of the gas system asset, along with a financial benefit for the customers through the cost savings that will be achieved. Regarding ongoing customer support, my primary role will be to provide support to customers transporting their own gas across Vernon's distribution system where gas marketers are involved in moving gas. (as opposed to customers purchasing gas directly from Vernon). Specifically, I will continue to oversee the ongoing monthly imbalances a between Vernon and shippers on the system, coordinating with marketers as necessary (primarily through the Resources Management Group)to resolve extraordinary situations. A recent example is the suspected metering error at Malburg Generation Station. My role was Page 1 of 6 to facilitate the location of the error through coordination with the operators at MGS and then begin trouble shooting the ultrasonic gas meter, which is the likely culprit. This work is ongoing as we are coordinating with operation of the power plant. This effort requires a combination of my knowledge of the gas system, communication ability with staff from different organizations, and technical ability to troubleshoot the problem. Gas Tariff,Rates,and Comparison Analysis In 2006, 1 wrote the original Vernon gas tariff that was approved by the City Council. Over the past years, I have written updates as necessary pertaining to the need to raise or lower rates,to adjust for the prepay gas being sent to Vernon retail customers, and more often,to modify connection terms to continue to attract customers. My role going forward would be to continue monitoring the SoCalGas Vernon wholesale rate to assure that margins are continuing to be achieved, in order to keep the Vernon system profitable while at the same time bringing benefits to customers. Additionally, I would continue to provide updates of the savings workbooks to Mr. Cordova such that prospective customers continue to see an accurate comparison of Vernon's rates to SoCalGas. Finally, I would write customized connection agreements as necessary to enable connection of special customers that are attractive to the system. The Farmer John agreement is an example of a successful customized connection agreement. As of May 2017,the gas tariff needs to be updated to reflect recent changes in SoCalGas' curtailment rules, which I would complete this summer. My role has also been to create the Greenhouse Gas program for Vernon, as required by state law through the California Air Resources Board. I created the model to determine the customer surcharge including how it must increase over time, and also wrote the required customer gas rebate program. Ongoing work is to modify the rebate program to provide more opportunities for customers, such as electric vehicle charging stations, and even reimbursement for purchase of electric cars. I would also continue to participate in the lobbying effort of the Gas Utility Group (GUG,which is all the gas utilities in California)to pursue reasonable implementation of the greenhouse gas cap and trade program in California. I have been Vernon's representative, and also the primary representative of the publically- owned utilities (Palo Alto, Long Beach, and Vernon). • Pipeline Safety and DOT-PHMSA Compliance Resulting from the San Bruno pipeline explosion in 2010,natural gas pipeline safety monitoring has become critically important. In the case of Vernon, safety monitoring is required for both the transmission and distribution systems. I believe this is an area where I bring the most value to the City because of my understanding of the complexity of compliance issues and the specialized nature of the work and my experience in safety and compliance with the Pipeline Hazardous Materials Safety Administration,and my specific experience with compliance at Vernon, most significantly, the successful completion of the in-line inspection of the transmission line in 2013. Following the successful in-line inspection of the transmission pipeline in 2013,the next recurring inspection must be completed no later than 2020. In preparation for that inspection up to three segments of the transmission line need to be excavated and smoothed. This is Page 2 of 6 needed because of sharp curves that tend to stop passage of the instruments. My role would be to work closely with Dan Cordova to plan the necessary smoothing operations, be on site during critical operations, and then plan and oversee the pigging operation, similar to our successful effort in 2013. Inspections by PHMSA tend to happen every few years. In preparation for each inspection, my role would be to continue to work closely with Mr. Cordova to assure the City is prepared to meet the necessary safety standards, and pass accordingly. A comprehensive pipeline inspection is ongoing in April and May of 2017, in which I am currently participating. Following the inspections, my role would be to write the requested program modifications to be in full compliance with federal pipeline safety rules. Personnel training is another key element where I would continue to support the gas system. Specifically, I will continue to use my contacts outside of Vernon to find appropriate training, such as training for Field Evaluations for Operator Qualification, and the potential to use PG&E's Training facilities for Vernon's gas team. • Natural Gas Prepay Agreement The 2006 prepay agreement with Citigroup Energy will continue to require special handling through the end of its term in the year 2021. My role each month would be to continue to administer the contractual deliveries to SMUD of the resale of this gas,to monitor deliveries of prepay gas to Vernon's retail customers, and to track the ongoing imbalances associated with overall deliveries from the contract(or support Vernon staff doing so, accordingly). I would also continue to provide the annual reconciliations for reporting to oversight authorities. Most importantly I would monitor the ongoing economics of redelivering the prepay gas to PG&E-Topock (for SMUD),the alternative delivery point. At some time in the future,there may be a way to extract more value from the redelivery of the prepay gas, as there may be with deliveries of the other portion of the gas to the SoCalGas Border vs. the SoCalGas Citygate, as is presently being done. Finally, in my role I would continue to be available to respond to requests regarding the operation of the prepay agreement,terms for delivery to SMUD, delivery to Vernon's retail customers, and relations with Citigroup in general. • Gas Accounting and Income/Expense Monitoring Each month my role would be to continue to create the internal billing statement from sales from the gas enterprise to MGS/Gonzales and the associated accounting for transfer of funds from Fund 56 (Gas)to Fund 55 (Vernon Finance Authority). I also would continue to monitor the overall gas system imbalance to assure that all gas being received into the gas system is being accounted for and billed correctly. This is achieved by monitoring a workbook that is updated monthly with all supply and demand data, and by reviewing the various imbalance statements issued to marketers transporting on Vernon's gas system. I would continue to provide monthly the proxy price for sale of prepay gas to Vernon's retail customers (currently based on NGI Bidweek posting for SoCalGas Citygate). Beyond 2017, Page 3 of 6 t t the retail commodity price may also need to have a component of price for day gas, as the load continues to grow with Gavina and Fantasy Dyeing added. In addition to monthly monitoring, I would annually provide a budget of expected income from gas sales and transportation, against expected expense for gas transportation, combined with all the overhead components of the gas enterprise. The result is the overall budget for the Gas Enterprise. Each year,projected results are compared to the actual outcome, and each year,net revenue has increased from the gas system and the customer base grows. ® Natural Gas Marketers and SoCalGas I have represented Vernon at SoCalGas forums regarding updating its curtailment rules to be more current and more appropriate. My role going forward would be to review SoCalGas' new proposed rules and voice support on behalf of Vernon for updating the rules, in addition to participating with SoCalGas and other utilities in joint efforts. Though staff from Resource Management now(appropriately)reviews the monthly gas marketer bills, I would continue reviewing the SoCalGas wholesale transportation bills, as it shows changes in rates, exact quantities delivered at each of the two Vernon delivery points (Bandini and Fruitland), and any imbalance charges. Regarding gas scheduling, for the past few years,the Resource Management Group has been self-scheduling. My role initially was to facilitate training for them to nominate gas on SoCal's ENVOY system, and then in the months that have followed,to provide follow-up support. My role would continue to be a sounding board for Resource Management with regard to gas scheduling and ENVOY. Additionally, as I have done in previous years, I would continue to be a resource for the review of proposed NAESB gas contracts with new suppliers. Fees and Costs Hourly rates: Dan Bergmann,Principal $200/hr up to 24 hours per month $150/hr above 24 hours per month Subordinate Consultant Employee Administrative Employee $125/hr $60/hr Travel expenses: Travel time: $75/hr Airfare: Up to $500 per round trip for each visit Car Rental: Up to $100 dollars per day for each day working at Vernon Hotel: Up to $250 per night when working at Vernon consecutive days Misc: Airport parking and mileage to Oakland airport up to $200 per visit Meals: Excluded, except for Vernon business related Page 4 of 6 r. r I will continue to minimize travel expenses whenever possible by booking airfares in advance to obtain lower fares, and also by picking hotels with lower rates though distances may be slightly farther from Vernon. Travel expenses will be prorated when combined with other client work. Annual Contract Maximum: Up to $100,000 per year Detail of each day's work will continue to be shown on monthly billing statements to Vernon, including original receipts for all expenses incurred. Ability to perform I have over 30 years of experience in the energy industry, most of it in natural gas and all of it in California,with PG&E, Enron Energy Services, and my own company, IGService. My last 15 years at IGService has been spent almost entirely in the municipal government sector in California, focused on gas, sewer, and water systems. My most recent credential is that I am now a licensed professional engineer in the State of California(Mechanical #M37063). I am a certified energy manager by the Association of Energy Engineers (#45652). Also, I am certified by the American Water Works Association in their course on Cost of Service Ratemaking, a valuable tool for rate setting in municipal enterprise funds. My full resume is attached. For this proposal, my best examples of success are from Vernon itself. In 2006, 1 wrote the gas tariff for Vernon's gas system and successfully designed and led the commissioning of Vernon's gas distribution system,with outstanding support from Vernon staff. The complex process of commissioning the system required approximately 20 strategic excavation points in Vernon streets to be able to first displace air with nitrogen,then followed by displacing the nitrogen with natural gas. Since 2006, 1 have facilitated connection of the largest customers on the system, including Owens and Farmer John, some of which have taken years to attract,but we have done it. In 2009, 1 led the effort to find SMUD as a qualified purchaser of Vernon's prepay gas, and successfully negotiate an agreement with SMUD. I also negotiated a clause into that agreement to allow Vernon to recall gas for sale to Vernon's retail customers. As of July 1, 2014, all of that additional gas has been recalled,to the economic benefit of Vernon's gas enterprise. Beyond commissioning the distribution system,the other most significant accomplishment has been my role in the 2012/2013 safety assessment of the transmission system. This was significant because we changed the method of assessment to in-line testing of a pipeline not designed for in- line testing, and we succeeded. I also have successes at other cities. In Coalinga, I have been providing similar oversight both for its gas enterprise and water enterprise for the past 15 years. In 2012, 1 did the revenue and rate calculations necessary to raise water rates to pay for a $3 million water tank. I have recently recalculated rates to accommodate drought conditions in Coalinga. Over the years, I have consistently maintained the trust of the Coalinga City Council because of the integrity and consistency in my work. More recently in Coalinga, I have developed modifications to water conservation policies, and also facilitated sale of excess wholesale water to the benefit of water ratepayers. For City of Corcoran in 2016, 1 successfully defending my cost of service water rate Page 5 of 6 n [ results before the Attorney General's office. This was a result of a significant rate increase allocated to the California prison facilities in Corcoran. Regarding timing for service, my proposal is to continue my services in a similar manner to the past. When no large projects are ongoing, one visit per month is adequate, typically two or three days. Otherwise, I am able to perform my responsibilities remotely as necessary. The monthly visits are important because of face to face time with various people associated with the gas enterprise, in particular Mr. Cordova. The meetings provide us with opportunities to discuss any current issues at length, to examine gas equipment in the field and to jointly visit customers and prospective customers. References Various contacts City of Vernon Marissa Trejo City Manager City of Coalinga Phone: 559-935-1533 Nathan Olson Public Works Director _ City of Lemoore Phone: 559-924-6737 i i Page 6 of 6 AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR STATE OF CALIFORNIA � ss COUNTY OF 1LOS ANGE)LES � �A�1 L Fz2 _Fa&mAg 0 being first duly sworn deposes and says that he/she is PRsI � (Insert"Sole Okvner", Partner","Presiclent,"Secretary",or other proper title) of (Insert name of bidder) who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership,company,association,organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract;and further That prior to the public opening and reading of bids/proposals,said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal; b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain f-oln bidding or withdraw his/her bid/proposal; C. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else,or to raise or fix any overhead,profit or cost element of his/her bid/proposal price,or of that of anyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual 01 group of individuals,except the City of Vernon,or to any person or persons who have a partnership or other financial interest with said bidder in his/her business. I certify under penalty of perjury that the above information is correct i By: Title: Date: U~� �1� 9 1 March 2013 i 1. 1. DAN BERGIMIANN, RE IGService Principal www.i,-service.com SUMMARY OF QUALIFICATIONS Mr. Bergmann, principal consultant, continues to uphold IGS' long tradition of providing valued services to clients since 2001. His extensive experience in the energy and utility industry, combined mmunication skills, uniquely enables him to guide and perform the specialized with his analytic and co m services of IGS, a copany that is focused primarily on management services and expert consulting for the government sector, utilities, higher education, and large end-users. PROJECTS AT IGSERVICE Cost of Service Rate Studies: Prepare water, natural gas, sewer, and refuse enterprise cost of service rate studies using methodology endorsed by the American Water Works Association (AWWA). This methodology assigns customers with similar profiles to rate classes, then allocates costs to each rate class based on the operating costs unique to each group. The open architecture approach using the AWWA Excel format of the model can be readily audited in the event any aspect of results are challenged. (Cities of Vernon, Coalinga, Parlier, Lemoore, and Corcoran). Enterprise Fund Analysis: Evaluated all aspects of municipal enterprise funds: Procurement, unaccounted-for, metering, rates, billing, overhead expenses, system safety, organizational structure, and marketing efforts. Findings presented to city council. (Cities of Vernon, Coalinga, Susanville, Corcoran, and Mid-Peninsula Water District) Mond Disclosure and Dissemination: In conjunction with other services to clients, provide annual bond disclosure research, report building, and dissemination to bond holders though the Electronic Municipal Market Access (EMMA) on-line platform. J Expert Witness-Related: Conducted extensive research, including data analysis and modeling for government, private sector and healthcare clients regarding issues around natural gas and electricity i q transactions between client and suppliers. Natural Gas System Pipeline Safety Compliance: Support ongoing compliance efforts with Pipeline Hazardous Materials Safety Administration (PHMSA) for Cities of Coalinga and Vernon. Designed and managed all aspect of transmission pipe in-line safety assessment for Vernon including modification of pipe, construction of launcher and receiver,and actual testing with in-line instruments. Commission Gas Distribution System: For City of Vernon, developed and implemented methodology to displace air from 44 miles of distribution system first with nitrogen, and then with natural gas. Developed natural gas rate structure and wrote gas tariff. Provide ongoing support as new customers connect to Vernon's gas system. Procurement Consulting: Advise clients on state of gas market and conduct market research to support procurement decisions. Past and present clients include cities of Susanville, Coalinga, Livingston, Vernon, Palo Alto, and Roseville Electric, Sutter Hospitals, USS POSCO, and Association of Bay Area Governments. i Page 1 of 2 f 1. L DANBERGMANN, PE. XS'ervice Principal www.igservice.coni PROFESSIONAL HISTORY PRIOR TO IGSERVICE Enron Energy Services, San Ramon, CA Account Management Director, 1999 - 2001. Focused on specific customers to improve relationships and generate additional business. • Created a deal comparison model that enabled Lockheed Martin to objectively evaluate proposal to restructure its existing $20 million per year Enron electric deal. • Succeeded in a six month intensive effort to improve a complex electronic billing system associated with service to Pacific Bell. Natural Gas and Major Account Sales, 1993 - 1999. Promoted long-term energy out- source alliances including natural gas and electric sales. • Effectively promoted energy infrastructure outsourcing • Natural gas account management for 150 gas customers in the Northern California Redwood Resources, 1990 - 1993. Natural Gas Operations Manager • Designed and implemented innovative gas scheduling software • Testified before the California Public Utilities Commission in PG&E's 1992 BCAP Pacific Gas & Electric Company, 1983 - 1990. Various Positions • Conducted energy efficiency surveys for large industrial and commercial customers • Negotiated and administered PG&E's natural gas purchase and transport agreements • Analyzed PG&E's natural gas regulatory policies for utility commission compliance EDUCATION/CREDENTIALS: Professional Engineer, Mechanical (License M37063) State of California, May 2014 Financial Management: Certified Cost of Service Rate-Making American Water Works Association,November 2009 Certified Enegy Manager r Association of Energy Engineers, June 2003 University of California,Berkeley BA Physical Science, 1982. Emphasis: Thermodynamics and Energy Technology i Page 2 of 2 EXHIBIT C SCHEDULE Schedule of Delivery: 2017 - 2020 Project Work • Update Transmission and Distribution programs in response to PHMSA inspection. • Support Preparation efforts for 2019 pipeline pigging. r Continue representing Vernon regarding greenhouse gas cap and trade proceedings. • Work with staff regarding opportunities for staff to assume responsibilities for routine responsibilities. • Support personnel training. • Review opportunities for Vernon to obtain firm receipt point capacity from SoCal Gas. • Support opportunities to expand natural gas scheduling. • Review NAESB agreements, as requested. • Write customer connection agreements, as needed. Recurring Monthly • Monitor Marketer billing statements and SoCal Gas statements. • Issue internal gas bill statements for MGS/Gonzales & Fund 56/58 statements. • Review system gas balance and update SMUD imbalance. Arrange exchange terms between SMUD and Citigroup. r Recurring Quarterly s Check for changes in SoCal Gas rates to update Vernon savings comparison. Recurring Annually • Updates to Vernon gas tariff. 3 • Evaluate need for rate changes. • Gas transmission annual report. • Gas distribution annual reports. • Support PHMSA inspections. • Support review of O&M, OQ, and Integrity Management Plans. • Review for opportunities to improve SMUD/Citi exchange. 18 EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. 19 EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. I 20 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ENERGY EXPERTS INTERNATIONAL FOR NATURAL GAS OPERATIONAL SUPPORT SERVICES COVER PAGE Contractor: Energy Experts International Responsible Principal of Contractor: Lana Carlson, Vice President and General Manager Notice Information - Contractor: Energy Experts International Twin Dolphin Plaza 555 Twin Dolphin Drive, Suite 150 Redwood City, CA 94065 Attention: Lana Carlson, Vice President and General Manager Phone: 650-593-4261 Facsimile: 650-593-4271 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Kelly Nguyen General Manager of Public Utilities Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 Commencement Date: July 1, 2017 Termination Date: June 30, 2020 Consideration: Total not to exceed $390,000 (includes all applicable sales tax and contingency amounts); as set forth in section 5.2 and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 9.19 t r 1 i SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ENERGY EXPERTS INTERNATIONAL FOR NATURAL GAS OPERATIONAL SUPPORT SERVICES This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Energy Experts International., a California corporation ("Contractor"). The City and Contractor agree as follows: i 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on June 20, 2017. 2.0 SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set a forth in the Request for Proposals dated April 13, 2017, Exhibit "A", and Contractor's proposal to the City ("Proposal") dated May 8, 2017, Exhibit "B", both of which are attached to and incorporated into this Contract, by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed according to the standards then prevailing in the natural gas operational support services profession. 2.4 Contractor shall serve in as a stand-by capacity and only perform services upon the written request of the City and only in the event the primary Contractor, Interstate Gas Service, Inc. ("IGS"), is unable to perform such services. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City-approved subcontractors. Contractor, and all personnel engaged in the work, shall be f s gp£ t ]{ 2 i fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM. The term of this Contract shall commence on July 1, 2017, and it shall continue until June 30, 2020, unless terminated at an earlier date pursuant to the provisions thereof. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit "C". 5.2 Contractor's and IGS's grand total cumulative compensation for the entire term of this Contract, including change orders, shall not exceed $390,000 without the prior authorization of the City Council and written amendment of this Contract. To be clear, any amount paid to either Contractor or IGS shall count toward the not-to-exceed amount. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment and transportation which may be required for furnishing services pursuant to this Contract. Materials shall be of the highest quality. The above Contract fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. i 3 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.6 Payment of such invoices shall be payment in full for all services, authorized costs and authorized extra work covered by that invoice. 7.0 CHANGE ORDERS. The General Manager of the Department of Public Utilities shall have the authority to issue change orders for administrative and non-material changes to the scope of services and to the time for performance as long as the change orders do not increase the compensation due to Contractor under this Contract and as long as the time is not �E extended beyond three years. The City Administrator, shall have the authority to issue administrative change orders to increase the compensation due Contractor under this Contract, but the combined total amount of such change orders shall not exceed $30,000 per fiscal year. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 9.0 GENERAL TERMS AND CONDITIONS. 9.1 INDEPENDENT CONTRACTOR. 9.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent or 4 employee of City and shall furnish such services in its own manner and method except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. i 9.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 9.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 9.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 9.4 CORRECTION OF WORK. Contractor shall promptly correct any f defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor I 5 shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness. 9.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 9.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 9.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation. 9.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies. 9.9 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 9.10 INTERPRETATION. 9.10.1 Applicable Law. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California. 6 9.10.2 Entire Agreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or i oral). 9.10.3 Written Amendment. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 9.10.4 Severability. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 9.10.5 Order of Precedence. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Request for Proposals shall control over the Contractor's Proposal. 9.10.6 Choice of Forum. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 9.10.7 Duplicate Originals. There shall be two (2) fully signed i I copies of this Contract, each of which shall be deemed an original. I 9.11 TIME OF ESSENCE. Time is strictly of the essence of this contract and i each and every covenant, term and provision hereof. 7 9.12 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 9.13 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. i 9.14 INDEMNITY Contractor agrees to indemnify harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, i t judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of: 9.14.1 Any activity on or use of City's premises or facilities or any S performance under this Contract; or 9.14.2 Any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agent in connection with the performance of this Contract. 9.14.3 This agreement to indemnify includes, but not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained 8 by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). 9.14.4 Contractor agrees to release and covenants not to sue the City, its City Council and each members thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract. 9.15 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amount set forth below, for the duration of the _ Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 9.15.1 Automobile Liability with minimum limits of at least $100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of$500,000 including owned, hired, and non-owned liability coverage if written on a Commercial automobile liability form. 9.15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insured as respects liability arising out of the Contractor's performance of this Contract. (a) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insured under its own policy of shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (b) Blanket Contractual Coverage (if required by the city). (c) Products/Completed Operations Coverage (where such risk is applicable, as determined by the r i r 9 i city). (d) Explosion, Collapse and/or Underground (X, C, and/or U) coverage (where such risk is applicable, as determined by the city). 9.15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 9.15.4 Contractor shall comply with the applicable sections of the California Labor Code concerning worker's compensation for injuries on the job. Compliance is accomplished in one of the following manners: (a) Provide copy of permissive self-insurance certificate approved by the State of California; or (b) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of$1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or (c) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 9.15.5 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 9.15.6 Insurance shall be placed with insurers with a Best's rating of no less than B. 9.15.7 Prior to commencement of performance, Contract shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 9.15.8 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of 10 satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self- insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set- off or recoupment from any sums due Contractor. 9.16 NOTICES Any notice or demand to be given by one party to the other be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Department of Public Utilities 4305 Santa Fe Ave. Vernon, CA 90058 j Attention: Javier Valdez i If to the Contractor: Energy Experts International Twin Dolphin Plaza 555 Twin Dolphin Drive, Suite 150 Redwood City, CA 94065 Attention: Lana Carlson i i i Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to 11 receive notice upon giving written notice of such request to the other party. 9.17 TERMINATION FOR CONVENIENCE (Without Cause) City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 9.18 DEFAULT In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of(1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 9.19 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. ' 9.19.1 The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract. I 12 9.19.2 The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. 9.20 CONFLICT. Contractor hereby represents warrants and certifies that no member, officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. 9.21 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours Tabor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in '? excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay. 9.22 LIVING WAGES. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage Standards are set forth in Exhibit "D". Upon the City's request, certified payroll records shall promptly be provided to the City. 9.23 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Contract, it and any other parties ii with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not a 4 13 i i discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E". [Signatures Begin on Next Page]. 14 4 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Energy Experts International, a California and California municipal corporation corporation By: By: Carlos Fandino, City Administrator Name: Title: ATTEST: By: Maria E. Ayala, City Clerk Name: Title: APPROVED AS TO FORM: Brian Byun, Deputy City Attorney f 7 a i j 15 i a j - EXHIBIT A REQUEST FOR PROPOSALS i I g 2 F [ { 16 City of Vernon Request for Proposals (RFP) Natural Gas Operational Support Services E - s � E E City of Vernon Gas & Electric Department 4305 Santa Fe Avenue, Vernon, CA 90058 Phone: (323) 583-8811 City of Vernon Natural Gas Operational Support Services Request for Proposals 1. INTRODUCTION AND PROJECT The City of Vernon is requesting proposals for Natural Gas Operational Services to conduct various specialized support activities beyond the daily operations of the gas system. The City will select one firm, based on demonstrated competence and a cost effective approach to support the specific items defined in this Request for Proposal. 2. BACKGROUND The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history, Vernon has been developed as an industrial community. At the turn of the 20th century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial" city. By the 1920's, Vernon was attracting large stockyards and meatpacking facilities. In the 1930's, Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected at-large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tern from its own membership to serve one-year terms. Labor Force: Vernon has approximately 260 employees, and its departments include a Fire Department, Police Department, Finance Department, Public Works, Water and Development Services Department, Gas and Electric Department and Health and Environmental Control Department. Present bargaining units recognized include the Vernon Police Officers Benefit Association, Vernon Police Management Association, Vernon Firemen's Association, the Vernon Fire Management Association, International Brotherhood of Electrical Workers Local 47, and Teamsters Local 911. 3. OVERALL SERVICE As a smaller gas utility, Vernon maximizes operational efficiency of its gas system by using full time employees to handle daily operating requirements, while using outside expertise for other requirements that are periodic or otherwise specialized. In this way, Vernon is able to leverage on experience from outside without having to hire full time specialists that would not be fully utilized. The scope below covers many items that may be requested of the successful proposer. Proposals should be designed such that the scope of work provided can be flexible based on Vernon's needs. The successful consulting firm will work with various personnel from the City: Field staff, the Natural Gas Superintendent, the Engineering Manager, and occasionally the Director of Gas and s Electric, City Administrator, and City Council. Page 2of10 E City of Vernon Natural Gas Operational Support Services Request for Proposals 4. SCOPE OF SERVICES REQUIRED The City of Vernon is seeking the services of a highly qualified consulting firm to assist in: A. Gas Customer Connections/Ongoing Customer Support 1. Support ongoing marketing effort 2. Maintain updated savings comparison templates 3. Evaluate connection economics 4. Support equipment acquisition 5. Liaison with gas marketers for transport-only customers 6. Resolve metering accuracy issues 7. Review customer billing statements for accuracy B. Gas Tariff, Rates, and Comparison Analysis 1. Recommend gas rate changes and other changes to Vernon gas tariff 2. Prepare tariff documents for legal and council approval 3. Prepare customer transportation and commodity agreements for execution, as required r C. Pipeline Safety and DOT-PHMSA Compliance 1. In 2019/20, re-write transmission pipeline integrity management program manual for internal pipeline inspection, in place of external assessment inspection 2. Ensure that files and records from pipeline inspections are organized properly such that Vernon personnel have easy access for next pipeline safety assessment prior to 2020. 3. Ongoing support to other DOT-PHMSA requirements: Annual reporting, Operator Qualification Program, Distribution Integrity Management Program, Operations and Maintenance, and Emergency Response. 4. Support preparation for DOT-PHMSA inspections D. Natural Gas Prepay Agreement 1. Negotiate with prepay supplier monthly terms for redelivery of prepay gas to Sacramento Municipal Utility District (SMUD) at Pacific Gas & Electric (PG&E) Topock. 2. Monitor gas market for better exchange terms for Prepay/SMUD transaction 3. Coordinate monthly deliveries with SMUD, pursuant to SMUD/Vernon gas contract 4. Verify monthly natural gas billing statements 5. Maintain accounting of prepay gas to Vernon customers vs. prepay gas to SMUD E. Gas Accounting and Income/Expense Monitoring 1. Prepare internal billing statements (MGS, Gonzales, and Fund 56/56) 2. Verify marketer imbalance statements prepared by Resources Management (Shell, BP, Chevron, Sempra, Tiger, etc.) 3. Verify Vernon/SoCalGas imbalance workbook, prepared by Resources Management r Page 3 of 10 7 I City of Vernon Natural Gas Operational Support Services Request for Proposals 4. Monitor Gas Enterprise income and expenses compared to budget 5. Support preparation of annual gas enterprise budget 6. Provide monthly commodity price for retail customers F. Natural Gas Marketers and SoCalGas 1. Resolve technical issues with gas marketers and SoCalGas 2. Monitor SoCalGas tariff for changes affecting Vernon 3. Liaison to Resource Management regarding gas procurement matters for Vernon electric power generation 4. Provide analysis for proposed NAESB gas purchase agreements 5. Review monthly supplier billing statements for accuracy 5. QUALIFICATIONS &CRITERIA A. Qualifications: The City of Vernon will select one firm for all of the outlined Scope of Service on the basis of qualifications, experience, and cost. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposals: 1. Primary person handling this project to have at least ten (10) years of natural gas experience related to the scope of services provided herein 2. Proven success with similar services elsewhere 3. Four year college degree or advanced degree in the physical sciences, engineering, or related field (as determined by the city). B. Selection Criteria: The City will conduct a comprehensive, fair, and impartial evaluation of proposals received in response to this RFP. All proposals received will be reviewed and evaluated by a committee of qualified personnel. The name, information, or experience of the individual members will not be made available to any proposer. The Evaluation Committee will first review and screen all proposals submitted, except for the cost proposals, according to the minimum qualifications set forth above. The following criteria will be used in reviewing and comparing the proposals and in determining the highest scoring bid: 1. 40% Qualifications, background and prior experience of the firm in the Service Area(s) being proposed, experience of key staff assigned to oversee services provided to Vernon, evaluation of size and scope of similar work performed and success on that work. 2. 30% Cost and fees to the City for handling matters. Cost is not the sole determining factor but will be taken into consideration. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. If rates differ for different types or levels of service, or for different Service Areas, the Proposer should so state. 3. 10% Responsiveness to the RFP, and quality and responsiveness of the proposal. r 4. 20% References including past performance of proposer. 4 S Page 4 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals 6. FORMAT AND DELIVERY OF RESPONSE Respondents are asked to submit four (4) hard copies and one (1) electronic copy of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Limit your proposal to 20 typed 8.5" X 11" pages, or fewer, on white bond paper of at least 20-pound weight single sided (excluding cover letter and attachments. You may attach a firm brochure if you wish, but it must be as a separate attachment and independent from the required elements noted above. 1. Use a conventional typeface with a minimum font size of 12 points. Use a 1" margin on all boarders. 2. Organize your submittal in the order described above. 3. Provide one (1) unbound original of your firm's response and one electronic version (via email to ivaldez ci.vernon.ca.us) 4. Prominently label the package: "RFP for Natural Gas System Support' and include the name of the primary contact for the respondent. Deliver the response to: City of Vernon Attention: Javier Valdez, Business &Account Supervisor 4305 Santa Fe Avenue Vernon, CA 90058 5. Responses are due on or before 6:00 p.m. on Tuesday, May 9, 2017. Late response will not be accepted. 6. If you have any question about this RFP should be sent solely via email to ivaldez(cDci.vernon.ca.us. Monday, May 1, 2017 on or before 5:00 p.m. is the deadline to submit any questions regarding the RFP. Please note that any questions asked and any response provided by Vernon will be sent to every person who will be submitted a proposal, to the extent the City is aware of them. B. Cover Letter: All proposals shall include a cover letter which states that the proposal shall remain valid for a period of not less than ninety (90) days from the date of submittal. If the proposal contemplates the use of sub-contractors, the sub- contractors shall be identified in the cover letter. If the proposal is submitted by a business entity, the cover letter shall be signed by an officer authorized to contractually bind the business entity. With respect to the business entity, the cover letter shall also include: the identification of the business entity, including the name, address and telephone number of the business entity; and the name, title, address and telephone number of a contact person during the proposal evaluation period. s x Page 5 of 10 1 City of Vernon Natural Gas Operational Support Services Request for Proposals C. Introduction: Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget. D. General Scope of Work: Briefly summarize the scope of work as the proposer perceives or envisions it for each Service Area proposed. E. Work Plan: Present concepts for conducting the work plan and interrelationship of all projects. Define the scope of each task including the depth and scope of analysis or research proposed. F. Fees and costs: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect not to exceed" amounts per item. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. G. Ability of the Proposer to Perform: Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s). Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The selected firm shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. H. Affidavit of Non-Collusion. Proposer must submit a completed and signed, "Affidavit of Non-Collusion." (Copy attached as Exhibit A). 7. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, _ amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. Page 6 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals 8. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. B. This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any individual or organization in connection with this RFP. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e- mail materials provided by any person other than designated contact staff of City shall not be considered binding. E. The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source. F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the City Administrator's Office. 9. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. 10. LIVING WAGE ORDINANCE The selected consultant shall pay qualifying employees a wage of not less than $10.30 per hour with health benefits, or$11.55 per hour without health benefits. The consultant shall also provide qualifying employees at least twelve days off per year for sick leave, vacation or personnel necessity, and an additional ten days a year of uncompensated time for sick leave. There shall a prohibition on an employer retaliation against an employee's complaining to the City with regard to the employer's compliance with the Page 7 of 10 City of Vernon Natural Gas Operational Support Services Request for Proposals living wage ordinance. Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage Standards are set forth in Exhibit"D" of the standard form contract, attached hereto as Exhibit B. Upon the City's request, certified payroll records shall promptly be provided to the City. 11. STANDARD TERMS AND CONDITIONS Prior to the award of any work hereunder, City and proposer shall enter into the written contract for services attached hereto as Exhibit B. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the Contract. The term of the Contract shall not exceed three (3) years. i 3 Page 8 of 10 1 I City of Vernon Natural Gas Operational Support Services Request for Proposals EXHIBIT A AFFIDAVIT OF NON-COLLUSION i Page 9 of 10 j City of Vernon Natural Gas Operational Support Services Request for Proposals EXHIBIT B STANDARD FORM CONTRACT 1 7 Page 10 of 10 F r u > f EXHIBIT B PROPOSAL y Y. 17 y f I/71`7 ENERGY EXPERTS INTERNATIONAL Twin Dolphin Plaza 555 Twin Dolphin Drive,Suite 150 international Redwood City,CA 94065 energy 650/593-4261 FAX 650/593-4271 consultants Mr. Javier Valdez, Business & Account Supervisor City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 May 8, 2017 Subject: Proposal for Natural Gas Operational Support Services Dear Mr. Valdez: Energy Experts International is pleased to provide this proposal to provide Natural Gas Operational Support Services. This proposal shall remain valid for a period of not less than ninety(90)days from the date of submittal. Included in this proposal are the following: • Introduction to Energy Experts International • Proposal Introduction and General Scope of Work • Proposed Key Personnel (resumes attached) • Proposed Work Plan • Rates and Cost Proposal • Project Experience • Affidavit of Non-Collusion (attached) Our EEI team looks forward to the opportunity to meet with you to discuss our proposal in further detail and to learn more about your business requirements and operational needs. Please do not hesitate to call me at(650) 544-8896 if you have any questions. Sincerely, Lana Carlson, P.E., LEED A.P. Vice President and General Manager, Western Region Energy Experts International 4 I 3 I 4 t j Energy Experts International INTRODUCTION to Energy Experts International Energy Experts International, Inc. (EEI) is an international management and technical consulting firm specializing in energy supply, delivery and utilization systems. EEI is singularly focused and committed to providing premier management and technical consultation to energy companies, regulatory and research organizations, and end-users. EEI provides expertise in three energy sectors: Natural Gas, Electric Power, and Oil (crude and products). Services include: Business Development & Management; Operations Management; Support Services Management; Technology Management; Intelligence & Information; Training & Education; and Utility Engineering&Technical Services. EEI serves a diverse client base across the United States, as well as serving numerous international clients. EEI's California offices include: Corporate Headquarters (Redwood City) Engineering &Tech. Services (San Ramon) Renewable Energy Serv. (Laguna Niguel) Central CA Regional Office (Fresno) Energy Services (Petaluma) Southern CA Regional Office (Redlands) Valve &Actuation Services (Newark) �j In addition, EEI's East Coast Regional Offices are located in Washington, District of Columbia and Newark, New Jersey, the Mid-West Regional Office is located in Schaumberg, Illinois, and the European Office is located in Brussels, Belgium. Corporate Information Company Title: Energy Experts International, Inc. (A California Corporation) Length of Time in 14 years (Established October 1, 1998; Incorporated July 21, 1999) Existence: Federal ID Number: 94-3335277 5 DUNS Number: 136520470 Number of -200 full-time and part-time employees; more than 250 consultants Employees: retained via professional services agreement. Corporate Diversity: EEI is a minority owned business enterprise. Website: www.eeintl.com i 2 Energy Experts International Proposal Introduction and General Scope of Work Energy Experts International (EEI) has a team of professional and technical experts ready and dedicated to provide the City of Vernon with Natural Gas Operational Support Services. Specifically, as described in the RFP, our EEI team of experts will focus on the following areas: A. Customer Connections/Ongoing Customer Support EEI will provide services and support in the areas of marketing to City of Vernon natural gas customers; financial analysis and evaluation of customer connections and equipment acquisition; resolution of billing and meter discrepancies, and liaison with gas marketers. B. Gas Tariff,Rates,and Comparison Analysis EEI will provide recommendations on City of Vernon natural gas rate and tariff changes; prepare legal tariff documents; prepare transportation and commodity agreements. C. Pipeline Safety and DOT PHMSA Compliance EEI will rewrite the Transmission Integrity Management Program manual; ensure records and files are in compliance with 49 CFR Part 192: support Annual Reporting, OQ Program, DIMP, O&M and Emergency Response; support preparation for DOT-PHMSA inspections. D. Natural Gas Prepay Agreement EEI will negotiate prepay supplier monthly terms; monitor gas market; coordinate monthly gas deliveries with SMUD, verify monthly natural gas billing statements, maintain prepay gas accounting comparisons. E. Gas Accounting and Income/Expense Monitoring EEI will prepare internal billing statements; verify marketer imbalance statements, verify imbalance workbook; monitor income/expense vs. budget and support budget preparation; provide monthly commodity price for retail customers. F. Natural Gas Marketers and SoCalGas EEI will resolve technical issues with gas marketers and SoCalGas, Monitor SoCalGas tariff, liaison for gas procurement for Vernon electric generation; analyze proposed NAESB gas purchase agreements; review monthly supplier billing statement of accuracy. 3 f 'i n Energy Experts International Proposed Key Personnel - Experience & Technical Expertise Key Personnel Energy Experts International's proposed team of seasoned professionals each has multiple decades of experience and expertise in the natural gas utility industry. Collectively, EEI's proposed Key Personnel experience includes, but is not limited to,: business and regulatory management; gas billing; gas metering; high-level negotiation of gas commodity supply agreements; major account representation; gas market monitoring and trading; transmission and distribution pipeline design, material selection, engineering, construction, commissioning, operations, integrity assessment, and regulatory and compliance requirements. EEI will dedicate Ms. Lana Carlson, P.E., LEED A.P., Vice President and General Manager, Western Region as EEI executive contact for the City of Vernon. Ms. Carlson will also provide executive oversight of the project and manage resource requirements from EEI staff of qualified engineers, technical experts and operations personnel. Ms. Carlson is a licensed Civil Engineer in the State of CA with over 30 years of experience in gas transmission and distribution pipeline system design, operations, maintenance, construction and compliance. Ms. Christina Nagy McKenna, EEI Director, Strategic Planning and Analysis, will be responsible for the support and services requested in Scope of Service sections A. Gas Customer Connection/Ongoing Customer Support and B. Gas Tariff, Rates and Comparison Analysis. In addition, EEI proposes that Ms. McKenna act as a Project Manager for the overall project described in this RFP in order to provide the City of Vernon with one-point-of-contact and to ensure that all the needs of the City of Vernon being met in a timely and superior manner. Ms. McKenna is a seasoned professional with over 25 years of experience in the natural gas utility industry with expertise in gas transportation markets, gas balancing and bypass, gas market hubs, gas metering, tariff negotiations, contract negotiations, and major account management. Ms. McKenna holds a Bachelor of Science degree and Master of Business 1 Administration. 4 I i Energy Experts International Ms. McKenna will be supported with internal EEI resources, which will include, but not limited to, Subject Matter Experts (SMEs) from EEI's Natural Gas Engineering and Design Services Department for the acquisition of specialized natural gas pipeline material and equipment. Mr. Brian Leary, P.E., EEI Senior Consultant, will be responsible for the support and services requested in Scope of Service section C. Pipeline Safety and DOT-PHMSA Compliance. Mr. Leary is a 35 year veteran of the natural gas industry with extensive experience and knowledge of federal regulatory issues and compliance for the safe operations of natural gas transmission and distribution systems, Pipeline Integrity Management, Management of compliance programs for natural gas systems, design and construction of distribution and transmission gas pipeline systems, operation and maintenance of natural gas piping and facilities, and emergency response. Mr. Leary is a licensed Mechanical Engineer in the State of CA. and holds a Master of Business Administration. Mr. Leary will utilize the support of internal EEI resources, which will include nationally known Subject Matter Experts (SMEs) serving on national technical committees to address specific concerns. For example, as members of the Gas Piping Technology Committee (GPTC), key EEI staff participated in and contributed to the development and publication, as requested by the Office of Pipeline Safety (OPS), of guidelines used by Gas Distribution Pipeline Operators to assist with Distribution Integrity Management Program (DIMP) regulation compliance. Mr. Michael Johnson,EEI Director, Market Trading and Strategy,will be responsible for the support and services requested in Scope of Service sections D.Natural Gas Prepay Agreement; E. Gas Accounting and Income/Expense Monitoring; and F.Natural Gas Marketers and SoCalGas. Mr. Johnson is a recognized leader in his field with over 35 years of experience in the energy industry with a wide array of expertise in energy markets,commodity '3 and financial trading,risk management,energy policy, international consulting and financial analysis, strategic plan development, contract and agreement negotiations and expert testimony i development and presentation. Mr. Johnson holds a Bachelor of Science degree and a Master of Business Administration. 5 1 Energy Experts International Mr. Johnson will be supported by Ms. McKenna, as needed, as well as by internal EEI administrative and clerical staff. Note: All resumes of proposed key personnel (as well as a sample of additional EEI Subject Matter Experts and EEI industry leaders available to support the City of Vernon) are included in this proposal as attachments. 6 1 f Energy Experts International Proposed Work Plan and Potential Services General: EEI proposes an initial (on-site) kick-off working meeting with the City of Vernon staff and EEI Key Personnel to tailor the services and support for each Scope of Service section in order to meet the City of Vernon's needs while staying within budget constraints. EEI has the ability, expertise and experience to tailor a work plan to fully meet the City of Vernon's operational and financial requirements. The Estimated Work Resources Required identified for each section are preliminary. These estimates are flexible and adjustable as additional information, requirements, and budget constraints are provided by the City of Vernon. '"' ,',�.,`'" ..,.s✓.?:pd u s" c".,' �7 v r Ell A. Gas.Customer connection/Ongoing Customer Support Support ongoing marketing effort Provide marketing support/expertise to promote Vernon Natural Gas vs. SoCalGas a (i.e.: on-line marketing, promote positive visibility/contribution to the community.) Maintain updated savings comparison Saving comparison templates will be q templates maintained as a tool for comparing Vernon c services to competing services. Evaluate connection economics EEI will work with the Gas Dept.to review financial analysis of customer connections (installation, maintenance and services). Support Equipment Acquisition EEI SME's will provide guidance, evaluation f and assistance in the acquisition of specialized and cutting-edge gas operations equipment. Liaison with gas marketers for transport-only EEI will act as liaison with marketers, as customers needed. Resolve metering accuracy issues Resolve discrepancy issues related to 7 Energy Experts International customer and/or utility inter-connections. EEI also has the expertise to provide field support/training for meter calibration issues. Review Customer billing statements for Interface with Vernon Billing Dept. to ensure accuracy accuracy of current 82 customer billing statements and any additional new customer statements. Estimated Work Resources Required for Section A: 20 hours/month B. Gas Tariff,Rates,and Comparison Analysis Recommend gas rate changes and other Evaluate rates and tariff annual. Recommend changes to Vernon gas tariff changes and adjustments. Prepare tariff documents for legal and council Based on approved gas tariff, professional and approval legal documents will be prepared. Prepare Customer transportation and EEI will provide this service as required. commodity agreements for execution, as i required Estimated Work Resources Required for Section B: 40 hours/year C. Pipeline Safety and DOT PHMSA Compliance In 2019/20, re-write transmission pipeline EEI will review current Vernon Transmission x integrity management program manual for Integrity Management Program manual to internal pipeline inspection, in place of ensure compliance with 49 CFR Part 192. external assessment inspection The manual will be revised or rewritten, as required. Ensure that file and records from pipeline EEI will conduct a thorough on-site review inspection are organized properly such that and assessment of current records and filing Vernon personnel have easy access for next system, as well as interview current users of pipeline safety assessment prior to 2020 the system. EEI will then make recommendations for improvements based on best practices and compliance requirements. Upon approval, EEI will implement I improvements. N j Ongoing support to other DOT PHMSA EEI has Subject Matter Experts available in ;i 8 l t l d a 2 Energy Experts International requirements:Annual reporting, Operating all areas of natural gas distribution and Qualification Program, Distribution Integrity transmission pipeline construction, Management Program, Operations and maintenance, operations, engineering and Maintenance, and Emergency Response planning. EEI will be ready to provide the support in the areas of Annual reporting, Operating Qualification Program, Distribution Integrity Management Program, Operations and Maintenance, and Emergency Response, as needed. Support preparation for DOT PHMSA Proper and accurate record keeping is vital for Inspections a smooth DOT PHMSA Inspection. EEI can provide pre-inspection (audit) services of all records prior to DOT PHMSA Inspection. In past projects, EEI personnel, at the request of clients, have participated in DOT PHMSA inspection meetings. Estimated Work Resources Required for Section C: 40-80 hours TIMP 80-200 hours record and files DOT PHMSA support 20 hours/monthly D. Natural Gas Prepay Agreement Negotiate with prepay supplier monthly terms EEI SME will review the prepay agreement for redelivery of prepay gas to SMUD at between Vernon and SUMD with deliveries at PG&E Topock PG&E-Topock. EEI SME will act as chief negotiator, while working closely with Vernon management, on monthly terms to benefit Vernon's operational flexibility and requirements. Monitor gas market for better exchange terms EEI SME will monitor gas market frequently for Prepay/SMUD transaction and communicate fluctuations in the market on a monthly basis with Vernon staff. Coordinate monthly deliveries with SMUD, EEI SME will follow terms of gas contract to pursuant to SMUD/Vernon gas contract manage monthly deliveries with SMUD. 9 a i j 3I i 1 i Energy Experts International Verify monthly natural gas billing statements EEI SME will review and verify for accuracy the monthly gas billing statement from Vernon's wholesale gas service provider. Maintain accounting of prepay gas to Vernon EEI SME will maintain gas volume and price customers vs. prepay gas to SMUD accounting on prepay gas agreement for Vernon customers vs. SMUD. EEI will assist will discrepancy resolution. E. Gas Accounting and Income/Expense Monitoring Prepare internal billing statements (MGS, EEI SME will prepare internal Excel billing Gonzales, and Fund 56/56) statements. Verify marketer imbalance statements prepared EEI SME will interface with the Vernon by Resources Management Resources Management to verify the marketer (Shell, BP, Chevron, Sempra,Tiger, etc.) imbalance statements. Verify Vernon/SoCalGas imbalance workbook, EEI SME will verify gas volumes on the prepared by Resources Management Vernon/SoCalGas imbalance workbook. Interface with Resources Management, as required. Monitor Gas Enterprise income and Expenses EEI SME will review the yearly variance compared to budget report generated in conjunction with budget preparation. EEI will assist with resolution of i variances. Support preparation of annual gas enterprise EEI SME will communicate across budget departments to assist developing a comprehensive annual budget by setting priorities based on operational and safety requirements. Provide monthly commodity price for retail EEI SME will calculate monthly commodity customers price for 82 customers based primarily on Natural Gas Intelligence. F. Natural Gas Marketers and SoCalGas Resolve technical issues with gas marketers EEI SME will facilitate resolution of and SoCalGas imbalance, metering and various technical 4 10 Energy Experts International issues that arise between SoCalGas and gas marketers. Monitor SoCalGas tariff for changes affecting EEI SME will monitor the effect of the Vernon frequently changing SoCal gas tariff has on Vernon. EEI will communicate pertinent information to Vernon staff. Liaison to Resource Management regarding EEI SME will coordinate the procurement gas procurement matters for Vernon electric and scheduling of natural gas for fueling of power generation the Vernon electric power generation. This is a function done in coordination with Vernon a Resource Management. Provide analysis for proposed NAESB gas EEI SME will provide analysis and purchase agreements recommendations on any proposed North American Energy Standards Board t agreements. EEI SME can also facilitate finalization of agreement. Review monthly supplier billing statements for EEI SME will review monthly supplier billing k accuracy statements (currently 4-6/month) for accuracy. Any discrepancies will be communicated to the Vernon staff and EEI will assist will resolution. Estimated Work Resources Required for Sections D,E & F: 20 hours/week i 11 Energy Experts International Rates and Cost Proposal EEI proposes to work with the City of Vernon staff to tailor the Natural Gas Operational Support Services in order to meet operational needs and compliance requirements, while working within budget constraints. EEI proposes a not-to-exceed amount of$100,000 for initial services, collaboration and assessment. This will include many of the steps listed in the Work Plan which includes the proposed "kick-off working meeting" with EEI Key Personnel and Vernon staff. On-site visits for most of our key personnel and SME's will require air travel expenses from the SF Bay Area and hotel accommodations. (Mr. Johnson will require travel expenses from St. George, Utah.) EEI personnel will travel on-site at the request of the City of Vernon and as needed for the project. EEI proposes to perform many of the tasks off-site, as allowed. As we do with many of our projects, EEI proposes to utilize modern technology (Go-to-Meeting, Skype, Conference Calls, Share-Drive for documents, etc.) to communicate with Vernon staff and to provide excellent support and services in the most cost effective and efficient way possible. In addition, EEI key personnel will utilize lower classification personnel to perform work whenever the level of expertise is appropriate for the task. Rate Table Straight Time Time and a Half" Double Time*** Classification $/hour $/hour $/hour Senior Project 150 225 300 Manager/Director Senior Engineer 140 210 280 Senior Consultant Technical 130 195 260 Writer/Consultant Engineer 70 105 140 Clerical 45 67.5 90 u Notes: **Applied for work performed beyond 40hrs/week ***Applied for pre-approved tivork beyond 12hrs/day 12 t E Energy Experts International PROJECT EXPERIENCE The projects listed below are samples of the kind of work capabilities and expertise that Energy Experts International has provided to major clients. • Upgrade Operations and Maintenance Manual (includes gas service, engineering, emergency response, public awareness); provide assistance with audit preparation, strategic planning and DIMP rewrite. Long Beach Gas and Oil 2015-present Reference contact: Steve Bateman, Manager—Engineering& Construction Long Beach Gas& Oil 2400 E Spring St. Long Beach, CA 90806 562-570-2034 • Gas Integrity Management- Records Validation and Engineering Support PG&E 2012 - Present Reference contact provided at request • Regulatory Compliance -Environmental Southern California Gas 2016 - Present Reference contact provided at request f • Billing and Rates Assessment Tokyo Gas Company 2015 Reference contact provided at request 13 v Y } i M PERSONNEL RESUMES Svetlana(Lana)Arrabit Carlson, P.E.,LEED A.P. Cell#650-544-8896 Work Experience Energy Experts International—EEI(2015-present) • Vice President&General Manager,Western Region • Senior Project Manager Gas Transmission Systems-GTS(2012-2014) • Consultant:Conducted pre-CPUC gas utility audits of Pacific Gas&Electric's maintenance,construction and mapping records pertaining to the following:district regulator station and valve operation and maintenance;transmission,distribution and service leak survey and repair;and corrosion control. Provided local PG&E personnel with advice,consultation and assistance with resolving compliance issues with CPUC Regulations and PG&E Standards. Stanford University Medical Center(2008-2011) • Consultant: Executed&completed numerous design phase aspects of the new Stanford Hospital and expansion of the Lucile Packard Children's Hospital,including,but not limited to:managed all sustainable energy,water&material design elements to achieve LEED Silver equivalency; established building commissioning services by developing work-scope and Request-for-Proposal and final vendor selection, and continued management of vendors' performances and services;resolved on-going issues regarding hot and chilled water services from the University Central Energy Plant;and provided oversight of infrastructure design of gas and electric services by the City of Palo Alto. Pacific Gas&Electric Company(2007) • Consultant: Managed the interface between two system-wide Business Transformation Initiatives in the Customer Care&Billing and Engineering/Construction lines of business. Successfully identified and drove resolution of all critical interface issues, resulting in better communication and improved efficiency. Pacific Gas&Electric Company(1984 to 1998) • Director of Customer Connections(System-wide Core Processes): Led the restructuring of the Core Business Process of New Business Customer Connections. Successfully directed a system-wide employee- team that developed and implemented a New Business strategy enabling PG&E to be competitive in the engineering and construction of subdivision utilities. Accomplishments include:establishment of benchmarks and best practices for project management,engineering and construction;streamlining of all processes;development of marketing strategy;negotiations with union leaders;execution and completion of developer interviews;and implementation on-going customer surveys. • Director of Construction Support(General Construction):Established,hired and directed a department of 21 employees who provided construction support services to 1700+PG&E employees in five field locations. Services included: Benchmarking,cost measurement,contract administration, project management support,equipment management,technical field training,information technology support, pipe welding re-certification and inspection. In addition,drove development of a plan for system-wide centralization of engineering/estimating for three major reconstruction programs. Formed and led three multi-discipline system-wide teams and negotiated with union leaders regarding changes in work 1 PERSONNEL RESUMES conditions. Presented plan to executive team which resulted in approval and system-wide implementation. • Client Representative(Gas and Electric Technical Services):Acted as liaison,advocate and consultant for Division and GETS departments. Managed the resolution of over 50 cross-functional issues. Managed a director level team to develop the organizational structure and objectives for the new Distribution Department. • Senior Gas Distribution Engineer(Skyline Division): Responsible for the front line day-to-day activities and budget for the Gas Operation Department in the greater Daly City/South San Francisco area. Supervised a department of 8 employees who provided the engineering/estimating for gas distribution reconstruction projects and the planning, mapping and maintenance of the gas pipeline system. • Service Planning Engineer(San Jose Division):Supervised the engineering of all new business gas and electric projects and approved drawings for construction. • Industrial Power Engineer(San Jose Division): Managed large industrial and commercial new business gas and electric projects in the greater San Jose area. This included interfacing with the customer, engineer and construction crews. Managed the implementation of a new project management software tool in two local offices. • Gas Distribution Staff Engineer(Golden Gate Region): Drove successful completion of a$10 million environmentally sensitive gas transmission pipeline replacement project over the San Bruno Mountain. Responsibilities included leading internal engineering and construction team;developing and recommending design alternatives and presenting to executive team; meeting with and gaining approval from land developers and city officials by leading numerous meetings and participating in public hearings; overseeing development of Environmental Impact Report; and monitoring and driving budget and schedule.Resulted in successful completion of project on schedule and under budget. In addition, designed and cost estimated numerous transmission reconstruction and district regulator station projects in Belmont Division. • Gas System Design Engineer(Gas Operations,General Office): Managed,designed and cost estimated gas transmission projects throughout the PG&E system.Oversaw the pipeline materials inventory for the PG&E system. Developed a pipeline material forecast method for the system. Performed pipe stress analysis. California Department of Transportation,San Luis Obispo(1982-1984) • Design Department: Responsible for all aspects of highway design projects—traverse,elevation,profile, pavement&base calculations,drainage,cost estimation,project site inspection&surveying. (Position held while concurrently attending college.) Registration and Education • Leadership in Energy and Environmental Design Accredited Professional(LEED AP),6/2009 • Registered Professional Civil Engineer,State of California,#41720 • B.S.Civil Engineering,California Polytechnic State University,San Luis Obispo,Cum Laude graduate I I PERSONNEL RESUMES CHRISTINA NAGY MCKENNA DIRECTOR,STRATEGIC PLANNING&ANALYSIS PROFESSIONAL SUMMARY Expertise and proven accomplishments in 1) negotiation and project management, 2)market and industry analysis,and 3)building and maintaining client relationships. PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2004—PRESENT Director,Strategic Planning&Analysis Provide subject matter expertise,research,and analysis to clients on various subjects related to competitive gas transportation markets in the United States,Asia and Europe. Specific areas of study include natural gas deregulation, gas balancing,gas bypass,gas market hubs and gas metering. ENERDYNAMICS,LLP 1999—PRESENT Instructor/Trainer Conduct professional development courses for energy industry clients in the areas of the natural gas, electricity,and energy regulation. Develop and update course curriculum, including on-line course content. Research, analyze and write about market and industry developments as part of the on-line content of the company's web site. PACIFIC GAS AND ELECTRIC COMPANY Director,Business& Regulatory Management 1995-1999 Led negotiations with major customer organization during Gas Accord project. Worked closely with the California Public Utilities Commission (CPUC) to secure approval of Gas Accord tariffs and implementation of the new market structure per the settlement. Oversaw teams that worked on market hub development, storage and balancing issues. Recruited, hired,trained and developed excellent team of employees. Senior Regulatory Representative 1993-1995 Registered lobbyist and liaison to CPUC. Built and maintained relationships with Commissioners, Commission staff and outside parties. Successfully advocated and received CPUC approval for numerous cases and filings, including competitive natural gas transportation contracts and expansion of PG&E's natural gas transmission system. Account Executive,Commercial,Industry&Wholesale Natural Gas Accounts 1989-1993 Several positions of increasing responsibility representing PG&E to commercial, industrial, and agricultural customers. Managed customer relationships, conducted energy efficiency surveys, and resolved billing disputes. Liaison to Southwest Gas Corporation. Oversaw natural gas contract negotiations and other service agreements as needed. i PERSONNEL RESUMES EDUCATION & CERTIFICATIONS ■ B.S. Business Administration, B.A. German,CSU Sacramento ■ MBA,Golden Gate University 'i ■ Economic Development Professional Series, University of Oklahoma AFFILIATIONS & REGISTRATIONS i Alameda Base Reuse Committee,(past) i r s li f� pF e ppp� . l PERSONNEL RESUMES BRIAN LEARY, P. E. SENIOR CONSULTANT PROFESSIONAL SUMMARY Expertise and proven accomplishments in 1) gas engineering design, maintenance and operations 1 programs, 2) addressing federal and California gas and oil pipeline regulatory issues, and 3) implementing guidance document management programs. Specific subject matter expertise in corrosion r control, leak survey & repair, gas measurement, gas regulation, integrity management, emergency response, and energy conservation. PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2016—PRESENT Senior Consultant Provide subject matter expertise, program management, organizational, communication, writing and analytical skills to achieve successful outcomes for clients. PACIFIC GAS AND ELECTRIC COMPANY Manager/Principal Engineer 2007-2016 Led gas operations and Company interdepartmental efforts to improve guidance document practices. Facilitated teams to develop guidance documents to cover operator qualification, process safety, training, and materials-related issues. Supervised team of employees, contractors, and technical writers to implement the company's guidance document management program for the gas operations department. Managed annual updates of gas design and maintenance and operations manual. Institutionalized human factor writing techniques to improve the entire Company's guidance documents. Principal Engineer—Gas Measurement 2000-2007 Led team to implement Company's gas distribution measurement program for over 4 million customer gas meters. Obtained variances from State gas measurement regulations to improve Company's statistical gas meter control program. Contributed to evaluation of successful gas smart meter reading technology. Led successful efforts to significantly reduce the Company's lost and unaccounted for (LUAF) gas. Authored California Public Utility Commission (CPUC) Rate Case testimony covering $100 million in capital and expense. Senior Gas Engineer—Gas Distribution 1996-2000 Led two Company taskforces to significantly improve compliance, safety, performance and unit costs of the Company's gas corrosion control and gas leak control programs. Led efforts to update all guidance documents in these programs and conducted multiple Company-wide rollouts of new procedures. Introduced audit protocols for these programs. Facilitated several CPUC audits. Streamlined CPUC a reportable job procedures. Implemented the WIN.DOT program to improve ability to monitor government pipeline regulatory developments. y PERSONNEL RESUMES Power Generation and Environmental Engineer 1993-1996 Initiated de-oiling projects at Company fossil fuel fired power plants, saving $14 million per year. Monitored and responded to environmental regulatory changes. Improved oil spill emergency response plans. Managed contractors for engineering and emergency response purposes. Led an industry — government task team to make comprehensive recommendations for improving government regulatory practices which were accepted by the California Department of Fish and Game agency. Gas Engineering Positions—San Francisco Peninsula 1985-1993 Led gas mapping, engineering, and technical field employees performing gas operations design, maintenance and operations programs in the San Francisco peninsula area. Provided engineering support for gas emergencies, such as the 1989 Loma Prieta earthquake. Approved shutdown and tie-in procedures. Acted as liaison to City and County of San Francisco and the State of California Public Utility Commission. Designed gas transmission pipeline and regulation jobs. Implemented first implementation of gas integrity management analysis of pipeline segments in the area. Energy Management Engineer 1981-1985 Led a team providing customer service by conducting energy conservation audits and recommending millions of dollars of savings to industrial and commercial customers. EDUCATION & CERTIFICATIONS ■ B.S. Mechanical Engineering,Rensselaer Polytechnic Institute,Troy,New York ■ Professional Engineering License-Mechanical Engineer California ■ Certificates-Air Quality Management and Hazardous Materials Management, UC Berkeley Extension,Berkeley,California ■ MBA,Executive Program St. Mary's College,Moraga, California AFFILIATIONS &REGISTRATIONS ■ American Gas Association(past) ■ National Association of Corrosion Engineers(past) PUBLICATIONS ■ Achieving Gas Safety Excellence by Developing a Guidance Document Culture Procedures Professionals Association(PPA)2015. `y q PERSONNEL RESUMES Michael S. Johnson Summary Over 35 years in the energy industry with a wide array of expertise including energy markets, commodity and financial trading, risk management, energy policy, international consulting and financial analysis. Strengths include exceptional communications skills and the ability to work independently or as a member of an integrated team. Professional Experience Energy Experts International 2004 to present EEI Director, Market Trading and Strategy • Managed and developed a wide range of research projects for international clients. Projects included energy deregulation, pipeline systems, renewable energy, energy efficiency and policy issues. • Directed fact finding tours in Europe and the US to determine best practices in a variety of applications. Met with regulators, pipeline operators,trading entities and utilities. • Developed gas pipeline nomination system for international client. System attributes included pipeline access, balancing, billing and customer account data. Commodity Trading Duke Energy 2002-2003 • Managed and traded basis and storage trading on pipelines in the Western US including options on pipelines, storage and electric generation. Initiated deals with all major natural gas and electric companies in the Western US. California Energy Hub 1997-2002 • Directed natural gas trading for 200 BCF/yr California Energy Hub owned by Southern California Gas Company. Strategies included optimization of storage and forward positions using storage and gas parking and lending. Managed middle and back office systems for Hub operations. • Developed and presented expert testimony before the CPUC regarding gas industry restructuring,trading and gas acquisition. Ensource 1996-1997 • Established and managed the natural gas trading desk for Ensource, the unregulated marketing affiliate of Southern California Gas Company. Trading and managed risk for a portfolio of e physical and financial transactions covering the Western US. PERSONNEL RESUMES Southern California Gas Company 1992-1996 • Developed and managed the first financial trading desk at the utility. Trading included storage, basis and options. Integrated the financial desk into the gas acquisition department. • Developed and implemented the first natural gas purchasing program to be benchmarked to the NYMEX natural gas futures contract. Conducted national seminars to promote the program to over 500 industry participants as well as the CPUC. • Developed risk management policies and procedures for financial trading. Financial Analysis Pacific Enterprises Oil Company 1986-1992 • Prepared five-year operational and strategic plans for the drilling and production company. • Implemented financial and management reporting system for senior management. Ambra Oil and Gas 1981-1986 i • Served as Treasurer and Director for publicly traded oil and gas company. Responsible for all financial and management reporting. Negotiated bank financing and prepared five-year plans. • Developed private placement memorandums for oil and gas drilling partnerships. Managed all partnership funds and production revenues. Deloitte and Touche 1977-1981 • Served as senior auditor for numerous clients in the energy industry. Education MBA—University of Utah,Salt Lake City BS—Westminster College,Salt Lake City s i h7 PERSONNEL RESUMES WILLARD S. CAREY VICE PRESIDENT&GENERAL MANAGER, TECHNICAL SERVICES&EASTERN REGION PROFESSIONAL SUMMARY Provides leadership and expertise in areas of regulatory affairs and compliance in support of technical issues. Primarily responsible for company's east coast operations. 52-year veteran of the natural gas industry,was employed with Public Service Electric and Gas Company (PSE&G) in New Jersey and held positions with increasing responsibilities, retiring as Regulatory Leader — Federal. Has extensive experience in transmission and distribution design, operation, maintenance and regulatory compliance with applicable state/federal codes and standards. Served on external boards and agencies, including chairing several American Gas Association(A.G.A.)and state committees. Has testified before House of Representatives, Subcommittee on Energy and Power representing all of A.G.A.member companies. PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2010—PRESENT Vice President& General Manager,Technical Services&Eastern Region Primarily responsible for company's east coast operations. PUBLIC SERVICE ELECTRIC AND GAS COMPANY 1963—2010 Regulatory Leader-Federal Responsible for establishing operational and maintenance standards for Gas Transmission and Distribution. Provided technical contributions to internal and external clients in the area of damage prevention, regulatory initiatives, and operating procedures. Was selected to testify before the {' Subcommittee on Energy and Power of the Committee on Commerce, House of Representatives, representing all of the American Gas Association member companies. Nominated to represent the natural gas industry in negotiations with the National Association of Pipeline Safety Representatives initiating first time regulatory reform. Appointed to represent the A.G.A. LDC member companies on the Office of Pipeline Safety's Damage Prevention Quality Action Team. Was part of the team that successfully influenced the Office of Pipeline Safety to adopt Excess Flow Valve. Manager of Engineering—Central Region Responsible for the design and operational support of Central Region's gas distribution system. Directed the Metering and Regulating Station activities and the peak shaving gas plants within the region. Coordinated the integration of the "old" Production Department's responsibilities into the Distribution Department. Implemented the installation of monoethylene glycol (MEG) injection systems throughout the region and the periodic analytical testing to determine its effectiveness. District Manager(Trenton,Plainfield,Orange,Newark,&Jersey City Districts) Directed the daily distribution and services activities of the various field locations. Developed and managed a$12 million annual operating budget and kept same within a 5%variance. i PERSONNEL RESUMES District Engineer- Summit Supplied technical support to Area District Manager in management of distribution center. Successfully completed all of utility relocation work for construction of Interstates 287, 78, 24 and other connector roads. EDUCATION ■ B.S. Industrial Distribution,Clarkson University, Potsdam,NY ■ Management Education—Advanced Management Program, Rutgers University—Extension Division,New Brunswick,NJ ■ Corrosion Short Course, University of West Virginia,Morgantown, WV ■ Regulation Compliance for Gas Pipeline Operators Industry, U.S. DOT Office of Pipeline Safety, Transportation Safety Institute, Oklahoma City, OK ASSOCIATIONS&AWARDS ■ American Gas Association Past Chair, Distribution Construction&Maintenance Committee Member, Operations Safety Regulatory Action Committee Past Member, StateAndustry Regulatory Review Committee Past Member, Distribution Regulatory Reform Coalition ■ Member, Gas Piping Technology Committee(ANSI/GPTC Z380) ■ Founding Member, Common Ground Alliance ■ Past Board Member,New Jersey One Call ■ New Jersey Utilities Association Charter Member, NJ Utility Coordination Council Member, Operations Committee Past Chair, Transmission&Distribution Committee Past Chair,Appliance & Utilization Sub-Committee ■ A.G.A. Louis A. Sarkes Memorial Award For Engg.Achievement 2003 ■ A.G.A.Award of Merit 1999 ■ A.G.A. Distn. Achievement Award 1998 MILITARY EXPERIENCE ■ 1st Lt., U.S. Army, Corps of Engineers, Company Commander of Heavy Construction and Maintenance Company, Fort Bragg,N.C., 1964 - 1966 s s x 1 I PERSONNEL RESUMES ROBERT C.NAPER DIRECTOR,FIELD SERVICES,EASTERN REGION PROFESSIONAL SUMMARY Expertise in several areas with specialties in Gas Operations, Regulatory Compliance, Leak Surveys, Leak Survey Equipment, Leak Survey Audits, Advanced Leak Pinpointing Techniques, R&D, Incident Evaluation, Expert Witness, Cast Iron Encroachment and Distribution Integrity Management Programs ENERGY EXPERTS INTERNATIONAL 2011—PRESENT Director of Field Operations ENERGY EXPERTS INTERNATIONAL l Senior Technical Consultant 2008--2011 PROFESSIONAL EXPERIENCE • PRESENTLY RETAINED BY LAW FIRM AS EXPERT WITNESS IN ON-GOING CASE. • PRESENTLY PART OF TEAM UPDATING SEVERAL LDC PUBLIC AWARENESS PROGRAMS. • JUST COMPLETED REVISIONS TO AN OPERATOR'S OPERATIONS AND MAINTENANCE MANUAL AND AM ABOUT TO BEGIN AGAIN FOR ANOTHER LDC. • RECENTLY COMPLETED STUDY OF LEAK SURVEY EQUIPMENT FOR A MULTI- STATE LDC. • CONDUCTED INCIDENT INVESTIGATION FOR LARGE MULTI-STATE LDC • CONDUCTED TRAINING THROUGHOUT NEW ENGLAND AND NEW YORK • CONDUCTED TRAINING,FOR GTI IN PUERTO RICO • PROVIDED CONSULTING SERVICES TO TOHO GAS INC,NAGOYA,JAPAN(IN THE USA) • REPEAT INSTRUCTOR AT THE NGA GAS OPERATIONS SCHOOL • PAST MEMBER OF THE LEAK TECHNICAL TEAM AT PACIFIC GAS AND ELECTRIC i NATIONAL GRID(FORMERLY KEYSPAN ENERGY DELIVERY) 2008 Standards and Policy Engineer t y 5 3 , a PERSONNEL RESUMES • Part of team tasked with combining the Standards and Policies of legacy companies from four different states into one set for National Grid-USA. • Member of Incident Investigation Team for National Grid-USA. • Provided Expert Witness services to National Grid-USA. • One of 25 who wrote the GPTC DIMP Guidelines. KEYSPAN ENERGY DELIVERY(FORMERLY EASTERN ENTERPRISES DBA BOSTON GAS) 2003—2007 Cast Iron Encroachment Engineer • Initiated program to provide detailed overview of cast iron piping recommended for replacement because of proximity of third party excavations. • Created and conducted supplementary training programs resulting in several millions of dollars of savings each year. • On a peak year,personally produced savings in excess of$2,000,000. • Received several"Above and Beyond"awards. EASTERN ENTERPRISES DBA BOSTON GAS(FORMERLY COLONIAL GAS CO.) 2000—2002 Leak Survey Supervisor • Supervised the Leak Survey Process in MA and NH. • Assure each Leak Survey is conducted in a manner consistent with federal,state, and company requirements. • Project annual needs for manpower. • Set leak survey schedule and control it to successful completion. • Conduct sufficient audits to insure the integrity of the survey. • Member of 1999 NEGA Pilot Development Team which created the first standardized program for Operator Qualification of personal for Leak Investigation. • Initiated the creation of the External Incident Review Committee. COLONIAL GAS CO.(FORMERLY LOWELL GAS CO.) 1972—1999 P LEAKAGE CONTROL SUPERVISOR • Create bid documents for Leak Survey work. • Supervise Leak Survey personnel, both bargaining unit and contract employees. • Supervise the leak pinpointing process.Assure that leaks are pinpointed with high precision. • Maintain high availability for emergency response. • Give special attention to the most difficult leaks under the most challenging conditions. • Received recognition several times for outstanding work. • Associate member of Fire Chiefs' Association of Massachusetts. • Testified as expert witness. I Lowell Gas Co. 1971-1972 Dig Safe Supervisor 7 /nf% PERSONNEL RESUMES • Respond to all Dig Safe notices. Locate and mark out appropriate gas lines. • Monitor third party construction to maintain the integrity of the underground gas distribution system. • Coordinate activities with third party excavators. • Wrote first Emergency Procedures manual. INTERNATIONAL LIGHT,INC. 1969—1970 Electro-Optical Engineer • Designed state-of-the-art electro-optical equipment. • Performed absolute radiometric and photometric calibration of equipment. • Advise customers as to the appropriate equipment to meet their needs. LOW ELL GAS CO. 1966—1969 Cadet Engineer • Worked in Control Room. • Performed peak shaving calculations. • Calculated projections of annual gas loads. Operated propane-air plants. • Participated in various R&D Projects. LOWELL TECHNOLOGICAL INSTITUTE(LATER RENAMED UMASS-LOWELL 1967—1969 t Physics Laboratory Instructor r • Set up laboratory for undergraduate students. • Instruct and supervise students when in physics lab. • Evaluate and assign grades to lab reports. PUBLICATIONS • In 2002 a co-authored article entitled"Handheld,Battery Powered near-IR TDL Sensor for Stand-Off Detection of Gas and Vapors"was published in"Applied Physics B: Lasers and Optics". • In 2009 an article I wrote entitled"Reviewing the DIMP Rule"was published in"PipeLine and Gas Technology." z • Co-author and technical advisor to NFPA 56"STANDARD FOR FIRE AND EXPLOSION PREVENTION DURING CLEANING AND PURGING OF FLAMMABLE GAS PIPING SYSTEMS." { f EDUCATION, MEMBERSHIPS,AND OTHER MISCELLANEOUS ITEMS Major field of study was Physics at Lowell Technological Institute, now UMASS-Lowell Main Body Member of Gas Piping Technology Committee (GPTC) GPTC Liaison to NFPA regarding NFPA 56 Frequent consultant to Nysearch and various equipment manufacturers Intimate part of team which invented and developed the Remote Methane Leak Detector Technical Advisor to NGA when they petitioned AGA to accept NGA OQ Program as national standard in matters related to gas leakage. PERSONNEL RESUMES At their invitation,gave instruction at Tokyo Gas Co. in matters related to Natural Gas Safe Practices and Policies Recipient of Energy Experts International 2014"Distinguished Service Award" j rs i r i 1 t (+Y PERSONNEL RESUMES DAVID STITT DIRECTOR, GAS TRANSMISSION AND DISTRIBUTION ENGINEERING PROFESSIONAL SUMMARY Mr.David Stitt has over 35 years' experience in natural gas, slurry and liquids pipeline design and operations, controls engineering,process design,codes and standards. He has extensive experience in design,construction,maintenance and regulatory for the operation and construction of natural gas and slurry pipeline systems. Mr. Stitt is knowledgeable of the codes and standards of the ASME, API and CSA. i Mr. Stitt has managed large design and construction projects throughout his engineering career including natural gas pipeline and slurry pipeline projects for the mining industry. PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL OCTOBER 2016—PRESENT Director,Gas Transmission and Distribution Engineering Director of pipeline engineering with oversight and supervision of engineering staff,marketing responsibilities and client interface and coordination for engineering projects throughout the United States. Organizes project staffing,establishes and monitors budgets and directs and approves project engineering design. Plans for and directs internal and external resources and supervises and mentors engineering staff. GOLDER ASSOCIATES INC. 2011—PRESENT Senior Oil and Gas Project Manager Project manager for worldwide gas, oil and products pipeline projects. Including pipeline design and construction projects,meter and regulator station design, and station construction projects. URS CORPORATION (NOVEMBER 2012—AUGUST 2013) Senior Pipeline Consultant Project manager and design engineer for domestic gas pipeline projects. Including meter and regulator i stations,pipeline replacements and valve automation projects. PIPELINE SYSTEMS INCORPORATED 2006—2010 Project Manager Project manager for worldwide pipeline projects including mineral slurries,natural gas, coal,ore tailings and water systems from conceptual design through detailed engineering and commissioning. GENERAL CHEMICAL 2004—2005 Senior Engineer Designed electrical controls and process piping for a chemical manufacturing facility. Designed utility firewater, steam, and air and cooling water systems. Managed construction and maintenance of systems supporting laboratories, clean rooms and chemical processing facilities. Wrote specifications for design and construction of plant systems and facilities. Managed facility maintenance departmental budgets of $1.5 million. a f i a a a 1 1 PERSONNEL RESUMES ERM GROUP 1999—2004 Pipeline Safety Consultant Analyzed federal pipeline safety regulations and developed pipeline safety auditing guidelines for pipeline clients throughout the United States. RAYCHEM SUBSIDIARY OF TYCO 1999—2004 Facility and Construction Manager Directed a large facility construction and maintenance organization of 50 to 60 engineers and trades staff in five manufacturing facilities and ten R&D laboratories. Managed construction,design and maintenance of mechanical and electrical systems for 1.5 million sq.ft. of office space and 1 million sq.ft.of manufacturing space. Directed construction and maintenance of sewer,natural gas,and domestic water systems and a 12 KV electric distribution network for a 120-acre campus. Wrote detailed procedures and policies for design,construction and operation for 15 facilities. s PACIFIC GAS TRANSMISSION COMPANY 1979—1999 Engineering Regulatory Manager Designed and developed natural gas pipeline projects. Managed DOT pipeline compliance. Managed corporate pipeline regulatory department consisting of 10 professional engineers and support personnel. Managed regulatory of new gas pipeline project budgets of up to$20 million. Led team of engineering, legal and environmental consultants during due diligence processes for two pipeline company acquisitions totalling$1.7 billion. Initiated a joint venture with a turbine manufacturer in the development of a dry low NOx combustion technology resulting in a$2.5 million savings of unbudgeted construction costs and assuring acquisition of new energy supply totalling$30 million of annual revenue.Negotiated construction permits from governmental agencies on an expedited basis assuring the company's ability to accept millions of dollars of new energy supply business from multiple combined-cycle power plants in California and the Northwest. Managed development and acquisition of project environmental impact statements and compliance under federal(FERC)and state agency guidelines. Managed the regulatory compliance of 26 aero derivative, heavy industrial and light industrial gas turbines to assure transport of fi 1.5 billion cubic feet of natural gas per day. Construction Project Manager and Capital Planning Engineer: Managed large natural gas pipeline and station construction projects. As resident engineer, directed multiple union crafts including pipe fitters,welders,millwrights, ironworkers, laborers, carpenters and electricians. Performed resident engineer duties on projects involving pipeline and gas turbine facilities, microwave communications,and compressor stations. Developed schedules,budgets and bid specifications for over 15 construction projects ranging in size from$50,000 to over$10 million. Directed project conceptualization and design through use of Value Engineering concepts.Negotiated,wrote and administered over 200 contracts for labor, equipment procurement, material supply,and technical services for pipeline construction projects. Performed pipeline engineering feasibility and economic analyses to support corporate capital planning efforts for over 10 proposed projects. Gas Pipeline Operations Engineer: i; Performed operations and maintenance of pipeline facilities including eight heavy industrial,aero derivative and light industrial gas turbines; managed engineering and construction projects. PACIFIC GAS AND ELECTRIC 1977—1979 Nuclear Power Plant Construction Engineer e E PERSONNEL RESUMES EDUCATION & CERTIFICATIONS ■ B.S. Mechanical Engineering, University of California, Davis ■ Registered Professional Engineer, California No.26549 ■ Registered Professional Engineer,Mechanical, Idaho No. 4659 PROJECTS ■ PGT—PG&E Pipeline Expansion Project o Performed FERC regulatory interface and construction inspection on the PGT and PG&E gas pipelines in Idaho, Washington,Oregon and California. ■ Swingle Meter and Regulator Station o Major transmission meter and regulator station design for Pacific Gas and Electric Company. Work included piping design,controls,civil and clearance support during construction. ■ Shell Meter and Regulator Station o Meter and regulator station design for Pacific Gas and Electric Company. Work included piping design, controls,civil and clearance support during construction. ■ Gas Pipeline Valve Automation o Design engineering for remotely actuated mainline valves for Pacific Gas and Electric Company. The work includes piping design,controls, electrical and technical support during construction ■ Davis Meter and Regulator Station o Meter and regulator station design for Pacific Gas and Electric Company. Work included piping design, controls,civil and clearance support during construction. ■ PG&E Niles DFM Up-Rate and Replacement o Performed engineering,procurement support and project management to up-rate and replace segments of Pacific Gas and Electric Company's Niles Canyon Distribution Feeder Main. Key activities included: (1)Design work for replacement of regulator stations main line sections; (2)Development of test plans;(3)development of detailed cost estimates; and coordination and planning construction and permitting efforts. ■ PG&E Foley's Ranch Regulator and Meter Station Engineering i o Performed engineering design and project management for a new regulator and meter station for Pacific Gas and Electric Company in northern California. 4 } 3 l PERSONNEL RESUMES ■ PG&E Line 021E Reroute o Performed engineering design and project management for rerouting a section of gas transmission line for Pacific Gas and Electric Company near Ukiah,California.This project included all engineering,alignment sheets, landowner interface,erosion control and revegitation plan and permitting coordination with regulatory agencies and PG&E. ■ PG&E Eureka Line 128A and 128B Reroute Study o Performed field rerouting engineering of gas transmission lines in northern California subject to seismic, liquefaction and land slide issues for Pacific Gas and Electric Company. Included with this study were assessments of alternative routes,cost estimates and evaluation of constructability. ■ PG&E Walnut Avenue Crossover Redesign o Performed engineering design and project management of a valve station for a three- pipeline intertie transporting natural gas to the San Francisco Bay Area for Pacific Gas and Electric Company. ■ Ambatovy Nickel Ore Pipeline Basic and Detailed Design Construction o Project manager: managed the basic and detailed engineering of a 220 km nickel ore slurry pipeline in Madagascar including: construction contractor bidding and selection, pipeline routing,detail design and construction engineering. Opened and managed foreign project office throughout the duration of the project. ■ Cerro Verde Primary Sulphide Tailings Project Detailed Engineering o Oversaw the detail engineering design and management of multiple pipeline systems (tailing pond pump system,seepage water, and tailings lines), pump stations,jacking headers,and tailings placement systems for a Peruvian copper mine. ■ Fort Hills Coke Slurry Pipeline and Gasification Project o 'Project manager: Oversaw feasibility design and management of a petroleum coke slurry pipeline. ■ ESSAR Iron Concentrate Pipeline o Project manager: Managed basic engineering for an iron ore pipeline in India. r ■ BRPL Iron Concentrate Pipeline o Project manager: Managed basic engineering for an iron ore pipeline in India. t ■ Power Holdings Coal Slurry and Natural Gas Pipeline o Project manager: Oversaw feasibility design and management of a coal slurry pipeline, associated preparation plant and receiving facilities for a coal to synthetic natural gas : production facility. Work included design of a gas pipeline and metering facilities. k : PERSONNEL RESUMES ■ Fortune Minerals Coal Slurry Pipeline and Processing Plant o Project manager: Oversaw feasibility design and management of a coal slurry pipeline, associated preparation plant and receiving facilities for a coal to coal pellet production facility. ■ Codelco Andina ARD Pipeline3 and Hydroelectric Penstock System o Project manager: Oversaw the basic engineering design and management of multiple pipeline systems, pump stations and acid runoff collection systems for a Chilean-based copper mine. Project included design of a hydroelectric penstock system. Project was '? operated out of Santiago,Chile. ■ Tampakan Copper Concentrate Pipeline and Tailings Pipeline System o Project manager: Oversaw the definitive feasibility level engineering design and management of a copper concentrate slurry pipeline,pump station,tailings pipeline and tailings dam jacking header and distribution system for a copper mine in Mindanao, Philippines. ■ Isua Magnetite Slurry Pipeline System o Project manager: Oversaw the feasibility level design of an iron ore pipeline system in it Greenland. f : 7 r i : i 3 1 Richard A Jelinek SUMMARY Extensive experience in gas transmission operations. MBA educated, expert troubleshooter, and technical problem solver with 20+ years of experience contributing as a successful entrepreneur and consultant, as well as holding progressive roles with a major gas company such as Pipeline Superintendent, Safety Manager, and District Operations Manager. Respected and valued leader who is goal-driven, safety oriented, and can easily train, direct, and motivate others in the field. EXPERIENCE Energy Experts International 201.0—Present Sr. Consultant Provides consultations and technical consultations on natural gas operations. Participated and assisted client with the performance monitoring of contract crews performing leak surveys. Currently working on several initiatives with client on Integrity Management in identifying threats. Assisting in the investigation and collection of transmission pipeline facilities regarding documentation and test reports. Legacy Homes and Investments 1997—2010 Owner/Operator Manage and direct staff and contribute to successful operations management for this successful real estate sales and lending company that serviced the residential sector. I Train, motivate, and lead staff to meet or exceed defined sales quotas. Consult with customers and facilitate renting, buying, or leasing of real estate properties. Stay abreast of local market and conditions affecting price. Conduct negotiations and complete sales agreements. Monitor and track all accounts and complete follow-up through to final loan closing. Performed all business start-up requirements and supported rapid growth and development of real estate and lending services. • Established reputation for quality, satisfaction, and results and enjoyed large volume of repeat and referral business. The Safety Monitor 1996— 1997 Safety Consultant/Independent Contractor Worked directly with corporate accounts from multiple industries and provided expert consultation services for all facets of pipeline construction safety, maintenance and regulatory compliant technical project management. Ensured best practices throughout natural gas distribution and transmission industry. Performed audits on field construction practices and maintained official records and documentations. • Recruited often based on knowledge and expertise of the industry to serve as an expert witness on safety claims and litigations. s s Richard D. Jelinek • Valued consultant to legal community on accidents and injuries involving natural gas and petroleum. • Provided advice and recommendations for improved construction, maintenance, and safety procedures that enhanced various operations within the natural gas transmission and distribution industry. • Sought after by major natural gas companies that operated throughout Canada and the U.S. and delivered "best practices" for Pacific Gas and Electric Company. • Reviewed employee injuries sustained while handling petroleum products for a critical on-shore task and delivered expert analysis of incident with recommendations for the design, maintenance, and construction of future facilities that accommodated production of products from off-shore wells for enhanced safety. • Served as a safety consultant to a paving company providing paving repairs and street reconstruction services and audited procedures and construction activities to reduce public vehicle accidents in work zones and provide employee protection in work zones. Southern California Gas Company 1992— 1995 District Operations Manager Managed and directed natural gas distribution, construction, maintenance, and servicing to 100,000+ customers in the Inland Empire area of Southern California. Supervised up to 150 direct reports and 20 to 40 contracted crews. Administered an $8M budget for operations and maintenance and a capital budget of$12M annually. • Increased productivity 5% in customer service division and improved routing/scheduling of service orders. • Reduced new business installation costs by 12% through usage of 3rd party trench services. • Reduced construction time and costs for installation of utilities and greatly improved developer satisfaction levels. Division Superintendent 1987— 1992 Managed all facets of construction, maintenance, repair, and safety for all natural gas distribution facilities that served residential, commercial, and industrial customers throughout Orange County, California. Supervised 240 highly trained company personnel in the design, construction, maintenance, and repair of multiple natural gas facilities, as well as an average of 40 contracted construction crews on additional projects. Administered operating budget of$20M and capital budget of$25M annually. • Created and applied cost controls that reduced operational costs by 5%yearly. • Lowered cost per foot for new construction of pipeline facilities by 8%. • Substantially improved builder satisfaction levels for new subdivision construction projects through improved coordination between work crews and developer construction staff. y x i s Richard D. Jelinek • Increased supervisor job site audits and decreased employee injuries by 10%. • Devised and instituted a joint union and management safety committee that investigated accidents and implemented task safety analysis to prevent future reoccurrences. Manager of Safety 1980— 1987 Managed staff of 7 professional safety engineers, 6 safety operations specialists, 2 industrial hygienists, 2 operations compliance specialists, and clerical support staff. Administered all facets of health and safety program for up to 9,500 employees and 2,000 contracted workers involved in the construction, maintenance, and servicing of a natural gas transmission and distribution system. Ensured compliance with Occupational Health and Safety Administration, Department of Transportation Safety Regulations, Part 192, and California Public Utilities Commission General Order 112-C. Facilitated all safety trainings, audits, investigated accidents, and maintained occupational health standards. Represented company during regulatory audits, reviewed operating procedures and engineering designs for gas facilities and building construction. Created and established a safety department that integrated both public and employee safety policies, programs, and procedures. • Spearheaded start-up and managed the Southern California Gas Company Executive Safety Council. • Reduced employee injuries by 10% annually and established employee right to know laws. • Instituted new procedures that eliminated a potential $24M dollar fine imposed by the California Public Utilities Commission for repeated public safety violations. • Conducted Smith System driving training to 3,500 company drivers and reduced motor vehicle accidents by 10%yearly. EARLY CAREER as Claims Manager and Pipeline Superintendent, Southern California Gas Company. EDUCATION Master of Business Administration, Pepperdine University Bachelor of Science in Administrative Science, Pepperdine University Associate Arts, Fullerton College 't f l Yd D. Se��rek g��ha °7. 43� Y E i 1 e EX��g�T c SGHE�V`E ;; 'a� 18 ";, `` ,i Energy Experts International Proposed Work Plan and Potential Services General: EEI proposes an initial (on-site) kick-off working meeting with the City of Vernon staff and EEI Key Personnel to tailor the services and support for each Scope of Service section in order to meet the City of Vernon's needs while staying within budget constraints. EEI has the ability, expertise and experience to tailor a work plan to fully meet the City of Vernon's operational and financial requirements. The Estimated Work Resources Required identified for each section are preliminary. These estimates are flexible and adjustable as additional information, !t requirements, and budget constraints are provided by the City of Vernon. f r i901, A. Gas Customer connectionlOngoing Customer Support Support ongoing marketing effort Provide marketing support/expertise to promote Vernon Natural Gas vs. SoCalGas i.e.: on-line marketing,g, romoteositive positive visibility/contribution to the community.) 1 Maintain updated savings comparison Saving comparison templates will be a templates maintained as a tool for comparing Vernon services to competing services. a Evaluate connection economics EEI will work with the Gas Dept.to review E financial analysis of customer connections k u (installation, maintenance and services). Support Equipment Acquisition EEI SME's will provide guidance, evaluation and assistance in the acquisition of ,E specialized and cutting-edge gas operations 4 equipment. Liaison with gas marketers for transport-only EEI will act as liaison with marketers, as customers needed. Resolve metering accuracy issues Resolve discrepancy issues related to 7 Energy Experts International customer and/or utility inter-connections. EEI also has the expertise to provide field support/training for meter calibration issues. Review Customer billing statements for Interface with Vernon Billing Dept. to ensure accuracy accuracy of current 82 customer billing statements and any additional new customer statements. Estimated Work Resources Required for Section A: 20 hours/month B. Gas Tariff,Rates,and Comparison Analysis Recommend gas rate changes and other Evaluate rates and tariff annual. Recommend changes to Vernon gas tariff changes and adjustments. 1 Prepare tariff documents for legal and council Based on approved gas tariff, professional and approval legal documents will be prepared. Prepare Customer transportation and EEI will provide this service as required. commodity agreements for execution, as required Estimated Work Resources Required for Section B: 40 hours/year C. Pipeline Safety and DOT PHMSA Compliance In 2019/20, re-write transmission pipeline EEI will review current Vernon Transmission integrity management program manual for Integrity Management Program manual to internal pipeline inspection, in place of ensure compliance with 49 CFR Part 192. external assessment inspection The manual will be revised or rewritten, as required. Ensure that file and records from pipeline EEI will conduct a thorough on-site review inspection are organized properly such that and assessment of current records and filing Vernon personnel have easy access for next system, as well as interview current users of pipeline safety assessment prior to 2020 the system. EEI will then make recommendations for improvements based on best practices and compliance requirements. Upon approval, EEI will implement improvements. Ongoing support to other DOT PHMSA EEI has Subject Matter Experts available in i 8 Energy Experts International requirements:Annual reporting, Operating all areas of natural gas distribution and Qualification Program, Distribution Integrity transmission pipeline construction, Management Program, Operations and maintenance, operations, engineering and Maintenance, and Emergency Response planning. EEI will be ready to provide the support in the areas of Annual reporting, Operating Qualification Program, Distribution Integrity Management Program, Operations and Maintenance, and Emergency Response, as needed. Support preparation for DOT PHMSA Proper and accurate record keeping is vital for Inspections a smooth DOT PHMSA Inspection. EEI can provide pre-inspection (audit) services of all records prior to DOT-PHMSA Inspection. In past projects, EEI personnel, at the request of clients, have participated in DOT PHMSA inspection meetings. Estimated Work Resources Required for Section C: 40-80 hours TIMP 80-200 hours record and files DOT-PHMSA support 20 hours/monthly ID. Natural Gas Prepay Agreement Negotiate with prepay supplier monthly terms EEI SME will review the prepay agreement for redelivery of prepay gas to SMUD at between Vernon and SUMD with deliveries at PG&E Topock PG&E-Topock. EEI SME will act as chief negotiator, while working closely with Vernon management, on monthly terms to benefit Vernon's operational flexibility and requirements. z Monitor gas market for better exchange terms EEI SME will monitor gas market frequently for Prepay/SMUD transaction and communicate fluctuations in the market on a monthly basis with Vernon staff. Coordinate monthly deliveries with SMUD, EEI SME will follow terms of gas contract to pursuant to SMUD/Vernon gas contract manage monthly deliveries with SMUD. F f 9 V Energy Experts International Verify monthly natural gas billing statements EEI SME will review and verify for accuracy the monthly gas billing statement from Vernon's wholesale gas service provider. Maintain accounting of prepay gas to Vernon EEI SME will maintain gas volume and price customers vs. prepay gas to SMUD accounting on prepay gas agreement for Vernon customers vs. SMUD. EEI will assist will discrepancy resolution. E. Gas Accounting and Income/Expense Monitoring Prepare internal billing statements (MGS, EEI SME will prepare internal Excel billing Gonzales, and Fund 56/56) statements. Verify marketer imbalance statements prepared EEI SME will interface with the Vernon by Resources Management Resources Management to verify the marketer (Shell, BP, Chevron, Sempra,Tiger, etc.) imbalance statements. Verify Vernon/SoCalGas imbalance workbook, EEI SME will verify gas volumes on the prepared by Resources Management Vernon/SoCalGas imbalance workbook. Interface with Resources Management, as required. Monitor Gas Enterprise income and Expenses EEI SME will review the yearly variance compared to budget report generated in conjunction with budget preparation. EEI will assist with resolution of variances. Support preparation of annual gas enterprise EEI SME will communicate across budget departments to assist developing a comprehensive annual budget by setting priorities based on operational and safety requirements. Provide monthly commodity price for retail EEI SME will calculate monthly commodity customers price for 82 customers based primarily on Natural Gas Intelligence. F. Natural Gas Marketers and SoCalGas Resolve technical issues with gas marketers EEI SME will facilitate resolution of and SoCalGas imbalance, metering and various technical 10 Q 6 a Energy Experts International issues that arise between SoCalGas and gas marketers. Monitor SoCalGas tariff for changes affecting EEI SME will monitor the effect of the Vernon frequently changing SoCal gas tariff has on Vernon. EEI will communicate pertinent information to Vernon staff. Liaison to Resource Management regarding EEI SME will coordinate the procurement gas procurement matters for Vernon electric and scheduling of natural gas for fueling of power generation the Vernon electric power generation. This is a function done in coordination with Vernon Resource Management. Provide analysis for proposed NAESB gas EEI SME will provide analysis and purchase agreements recommendations on any proposed North American Energy Standards Board agreements. EEI SME can also facilitate finalization of agreement. Review monthly supplier billing statements for EEI SME will review monthly supplier billing accuracy statements (currently 4-6/month) for accuracy. Any discrepancies will be communicated to the Vernon staff and EEI will assist will resolution. Estimated Work Resources Required for Sections D, E & F: 20 hours/week i l 11 M a � EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. i r i i i 3 19 EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices '! to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. i i i 20 yv . w . RECEIVED s — RECEIVED °� ,, ' JUN 15 2017 JUN 15 2017 CITY ADMINISTRATION CITY CLERK'S OFFICE STAFF REPORT CFI PUBLIC UTILITIES DEPARTMENT DATE: June 20,2017 TO: Honorable Mayor and City Council - J FROM: Kelly Nguyen, General Manager of Vernon Public UtilitiesN Originator: Ali Nour, Utilities Engineering Manager RE: Contract Award to CS Power Systems for Bid Specification #TRI-2017-PM: Furnishing and Delivering of Pad-mounted Distribution Transformers for the Vernon Public Utilities Department and Rejection of Award to Anixter/General Electric-Prolec Recommendation A. Find that approval of the proposed action is exempt from California Environmental Quality Act ("CEQA") review, because accepting and awarding a bid 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. As to the replacement of electrical distribution transformers, the proposed action is exempt from CEQA review, in accordance with CEQA Guidelines § 15302, because the proposed project consists of the replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced; and B. Reject the bid of Anixter/General Electric-Prolec for the reasons set forth in this staff report; and C. Accept bid from CG Power Systems as the lowest responsive and responsible bidder; and D. Authorize the issuance of a purchase contract with CG Power Systems for pad- mounted distribution transformers (Bid Specification #TR1-2017-PM) for a three (3) year term for a not to exceed amount of$317,140. Page 1 of 3 Background On February 8, 2017, in compliance with all legal requirements, the City published Specification #TR1-2017-PM on the City's website and newspapers requesting bidders for the furnishing and delivery of ten(10) 2500 KVA pad-mounted distribution transformers for VG&E. The City received bids from eleven (11) companies, which were opened on March 14, 2017. Four (4) bidders did not fully comply with the Department's specifications and, therefore, were disqualified. The factors that led to the disqualifications were: Technical data (such as transformer load or no-load loss data) was not provided; bidder offered non-standard transformer; bidder(s) exceeded specified delivery times; and/or taxes were not included along with the base bid(s). The bid package explained that a purchase contract would be awarded to the "lowest responsible and responsive bidder." The "lowest" bid was calculated pursuant to a specified formula that is intended to assess the overall cost of the transformer over its expected lifespan. On April 14, 2017, City Council approved authorization to issue a purchase contract to Anixter for the delivery of pad-mounted transformers. On June 1, 2017, Anixter informed the City that, "the manufacturer cannot honor the delivery times and stated that GE/Prolec has received a lot of wind farm orders with units they do not typically build. As a result, GE/Prolec underestimated the time to build those units, which has tied up the production floor in moving transformers out the door. Also, GEIProlec is changing to new winding machines, which were supposed to increase productivity and output. The shop floor has experienced difficulty in mastering the machines. This has caused lost productivity & output until these teams come up to speed on how to use the machines effectively." The conveyance of these transformers is essential to timely delivery of electric service to a large customer; therefore, staff recommends to reject the Anixter bid and award the bid to the next lowest bidder with the lowest per unit price, CG Power Systems. Staff also recommends to proceed with the issuance of a purchase contract to CG Power Systems, as this selection is based on the bidder that had the lowest"total ownership cost,"as required by the bidding documents. Staff s rejection of the Anixter bid is based upon the following: 1. The terms of the Purchase Order were expressly agreed to and accepted by Anixter under section 1.3.1 of the Notice Inviting Bids; 2, Under Notice Inviting Bids, Section 3.12 ("Order and Delivery"), it was made explicit to Anixter that"a delivery date of 12 weeks ARO or less was required"; 3. In Anixter's bid (on p. 3), Anixter promised a "10 week lead time" for the pad mount transformers; 4. Under Purchase Order paragraph 22, time is strictly of the essence of this contract ...." S. Under Purchase Order paragraph 25, "the City reserves the right to cancel any portion of this purchase order at any time prior to the delivery of the pad mount transformers. Page 2 of 3 Recommended Bid Awards and Purchase Orders Staff recommends the City Council declare Anixter, representing General Electric-Prolec (GE- Prolec) as non-responsive to the bid and select CG Power Systems as the next lowest responsible and responsive bidder for the pad-mounted distribution transformers identified in the bid request. The bid submitted by CG Power Systems has been reviewed and approved by the City Attorney's office. It is recommended that the City Council authorize the issuance of a purchase contract with CS Power Systems in the not to exceed amount of $317,140 (as shown in the table below). Staff performed a thorough evaluation process that closely assessed the lowest bidders and their compliance with the specifications on each item. The cost includes sales taxes and fees for the life of the contract with provisions for price escalations as identified in the Department's Specification. Recommended Vendor Amount Bid Price Item Awarded 2,500 KVA, 16,340-277/480 volt CS Power Systems $317,140 pad-mounted transformers Fiscal Impact The proposed not to exceed cost of $317,140.00 is within the approved Public Utilities Department budget for fiscal year 2016-2017. Attachment(s) 1. Bid Evaluation for TR1-2017-PM TOC 2. Notice Inviting Bids 3. CG Power Systems Quotation 4. Anixter Correspondence Page 3 of 3 , E k � ] 20 § 2 ■ _ c a | o 0 C2 - OL / £ - 2 tea= f2 k k § K K E k ! ! IL - k - - . ■ k - - -is - 0 a!� / $ el cz - 0 ! 0. - ■ . 2 - - -00 - - O !CO 1. k ƒ } § \ \ Q Z o° - W % § _ 0 = I - - - - - � u � � CL - & � . ! � ■ � a I ( > 8 M ) � - J \ � ! kLU � a § ® � ■ In . B g 2 k LL = - ) | ) o ! % cm 1 2 _ m . o � ; { Ccf ) k ) 4 0 E / 7 k ) ■ \ \ ) \ k } ° a59 0a +1 I i i City of Vernon OF 10001111 -11�: j:I C 1905 SLY ITAO Specification No. TR1-2017-PM Furnish and Deliver Padmount Transformers For the Department of Gas & Electric 1 City of Vernon NOTICE INVITING BIDS To Furnish and Deliver Padmount Transformers Department of Gas& Electric Three (3) copies of sealed bids will be received prior to Wednesday, March 15, 2017, 2:00 PM by the City Clerk, 4305 Santa Fe Avenue, Vernon, CA 90058, and will be opened at that time and place. The bids shall be clearly titled. Copies of the Specifications may be obtained by mail, City of Vernon Website or in person from the Gas & Electric Division, 4305 Santa Fe Avenue, Vernon, CA 90058, telephone No. (323) 583-8811 Ext. 825 Refer to the specifications for complete details and bidding requirements. Transformers size and anticipated order quantities are identified in the Attachment Unit Price Bid Form. The specification and this notice shall be considered a part of any contract made pursuant thereunder. z City of Vernon Instructions for Bidders And Specification No. TR1-2017-PM Padmount Transformers City personnel with whom prospective bidders will deal with are: Ali Nour, Department of Gas& Electric,4305 Santa Fe Avenue, Vernon, CA 90058— (323) 583-8811 Ext. 316 Javier Valdez, Department of Gas& Electric,4305 Santa Fe Avenue, Vernon, CA 90058— (323) 583-8811 Ext. 825 Marisela Martinez, Purchasing Division,4305 Santa Fe Avenue,Vernon, CA 90058— (323) 583-8811 Ext. 235 Bid opening time is 2:00 PM Wednesday March 15,2017 Bids will be received and opened at the Office of the City Clerk,4305 Santa Fe Avenue, Vernon, CA 90058 The bid must be received by the City Clerk prior to the time set for bid opening. A bid received by the City Clerk after the time set for the bid opening shall not be considered. 3 TABLE OF CONTENTS I _ PAGE NOTICE INVITING BIDS PART I: REQUIREMENTS AND INSTRUCTIONS TO BIDDERS...................... 6 1.0 GENERAL INSTRUCTIONS _ 6 1.1 General Bid Requirements ry 6_ 1.2 Bidder Must Make Thorough Investigation 6 1.3 Acceptance of Conditions 6 1.4 Truth and Accuracy of Representation _ T 7 1.5 City Changes to the Bid Documents _ 7 1.6 Notice Regarding Disclosure of Contents of Documents 7 1.7 Award of Bid and Determination_of Responsiveness _7_ 1.8 Error and Omissions 8 1.9 Patent Fees; Patent, copyright,Trade Secret and Trademark Fees _ S 1.10 Taxes 8 2.0 SPECIAL CITY REQUIREMENTS _ 8 Ap 2.1 Living Wage Ordinance and Prevailing Wage Where plicable 9 2.2 Equal Employment Opportunity In Contracting 9 2.3 Affidavit of Non-Collusion by Contractor 9 2.4 Local Preferences _ 9 3.0 GENERAL SPECIFICATIONS _ 9 3.1 Bid Order Quantities _ 9 3.2 Evaluation of Bid 10 3.3 Total Ownership Cost 10 3.4 Award of Contract 10 3.5 Duration of Contract 10 3.6 Sample Purchase Contract 11 _ _3.7 License and Permits 11 3.8 Substitution for Patented and Specified Articles 11 3.9 Bid Your Full Equal or Better 11 3.10 Exceptions and Exclusions 11 3.11 Liability Insurance 11 3.12 Order and Delivery _ 11 3.13 For Delivery 12 3.14 Most Favorite Customer 12 4.0 DOCUMENTATION 12 4.1 For Bid Evaluation 12 PART II: DETAILED SCOPE SPECIFICATIONS. ........... ...... ........... .. 14 BIDDER'S PROPOSAL.. ............. .......... ............ 28 SIGNATURE PAGE AND LEGAL STATUS ATTACHMENTS.. 29 4 BIDDER'S CHECKLIST �� F UNIT PRICE BID FORM T AFFIDAVIT OF NON-COLUSION T VENDOR LIST QUESTIONNAIRE _ PURCHASE CONTRACT LAIBILITY INSURANCE REQUIREMENTS _ Exhibit A-LIVING WAGE ORDINANCE AND PREVAILING WAGE Exhibit B-EQUAL EMPLOYMENT OPPORTUNITY IN CONTRACTING r 1 1.0 GENERAL INSTRUCTIONS 1.1 GENERAL BID REQUIREMENTS: To be considered, a bidder must follow the format for bids in the specifications, as listed in the bidder's checklist. Bids must be binding and firm.Any bids may be withdrawn before bid opening but not for 90 days after opening. 1.2 BIDDER MUST MAKE THOROUGH INVESTIGATION: It is the bidder's responsibility to examine the location of the proposed work,to fully acquaint themselves with the specifications and the nature of the work to be done. The bidder shall have no claim against the City based upon ignorance of the nature and requirements of the project, misapprehension of site conditions, or misunderstanding of the specifications or contract provisions. 1.3 ACCEPTANCE OF CONDITIONS: By submitting a bid, each bidder expressly agrees to and accept the following condition: 1.3.1 All parts of the Instructions to Bidders and Specifications will become part of the Contract between the selected bidder and the City; 1.3.2 The City may require whatever evidence is deemed necessary relative to the bidder's financial stability and ability to complete this project; 1.3.3 The City reserves the right to request further information from the bidder, either in writing or orally,to establish any stated qualifications; 1.3.4 The City reserves the right to solely judge the bidder's representations, and to solely determine whether the bidder is qualified to undertake the project pursuant to the criteria set forth herein. The bidder,by submitting a bid, expressly acknowledges and agrees that the judgment of the City as to whether or not the bidder is qualified to perform the project, shall be final, binding and conclusive; 1.3.5 The City reserves the right to reject all bids,waive any irregularity in any of the bids, or cancel or delay the project at any time; 6 1.3.6 This bidding process does not commit the City to award any contract, and the City is not liable for any cost incurred by the bidder in the preparation and submission of a bid. L4 TRUTH AND ACCURACY OF REPRESENTATION: False, incomplete or unresponsive statements in connection with the bid may be sufficient cause for rejection of a bidder. 1.5 CITY CHANGES TO THE BID DOCUMENTS: The City reserves the right to change any part of these Instructions to Bidders and Specifications any time prior to the bid opening. Any changes shall be in the form of addenda and will become a part of the bid documents and of the contract.Addenda shall be made available to each bidder. Bidders must return a signed acknowledgement to receipt for each addendum with their bid. The receipt acknowledgment of all addenda will cause the bid to be deemed incomplete and nonresponsive. If the City determines that a time extension is required for the bid,the addenda will give the new submission date. 1.6 NOTICE REGARDING DISCLOSURE OF CONTENTS OF DOCUMENTS: All bids accepted by the City shall become the exclusive property of the City. Upon opening, all bids accepted by the City shall become a matter of public records and shall be regarded as public, with the exception of those elements of each bid which are identified by the bidder as business or trade secrets any plainly marked as "trade secret," "confidential," or "proprietary." Each element of a bid which a bidder desires not to be considered a public record must be clearly marked as set forth above, and any blanket statements (i.e., regarding entire pages, documents,or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required under the California Public Records Act or otherwise by law(despite the bidder's request for confidentiality),the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof. 1.7 AWARD OF BID AND DETERMINATION OF RESPONSIVENESS: Purchase Orders shall be awarded to the lowest responsive and responsible bidder(s) for each of the items listed on the unit price bid form. In determining whether a bidder is responsible,the following shall be considered: 1.7.1 The quality of the material or service offered; { 1.7.2 The ability, capacity and skill of the bidder to perform the contract or provide the material or services; 1.7.3 Whether the bidder can perform the contract or provide the service promptly, or within the time specified,without delay or interference; 1.7.4 The sufficiency of the bidder's financial resources and the effect thereof on his ability to perform the contract or provide the material or services; 1.7.5 The character, integrity, reputation,judgment, experience and efficiency of the bidder; 1.7.6 The quality and timeliness of the bidder's performance, if any, on previous orders or contracts for the City; 1.7.7 Litigation by the bidder on previous orders or contracts with the City; 1.7.8 The ability of the bidder to provide future maintenance and service where such maintenance and service is essential; 1.8 ERROR AND OMISSIONS: Bidders shall not be allowed to take advantage of any errors or omissions in the Instructions to Bidders or Specifications. Full instructions will be given if such error or omission is discovered and timely called to the attention of the City. 1.9 PATENT FEES; PATENT, COPYRIGHT, TRADE SECRET AND TRADEMARK FEES: Each bidder shall include in the price bid any patent fees, royalties and charges on any patented article or process to be furnished or used in the prosecution of the Work. 1.10 TAXES: Price bid shall include all federal, state, local, and other taxes. 2.0 SPECIAL CITY REQUIREMENTS: There is a separate packet of forms as part of these specifications that a bidder must complete to establish compliance with a number of special City of Vernon requirements, including, but not limited to, Equal Employment in Contracting,an Affidavit of Non Collusion and a Vendor List Questionnaire Form.These forms and their instructions should be considered an integral part of the specifications and failure to complete them shall be grounds, in the sole discretion of the City,for rejections of any bidder. 2.1 LIVING WAGE ORDINANCE AND PREVAILING WAGE WHERE APPLICABLE: Contractor, or subcontractor, if any,working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit "A". Upon request, certified payroll shall be provided to the City. 2.2 EQUAL EMPLOYMENT OPPORTUNITY IN CONTRACTING: Contractor certifies and represents that during the performance of this Contract, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "B". 2.3 VENDOR LISTQUESTIONNAIRE: Each bidder must submit a completed Vendor List Questionnaire included in Attachment No.4, unless bidder has submitted an approved form on file with the City 2.4 AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR: The City requires that each bidder executes and submits to the City with the Bid, the Affidavit of Non- Collusion included in Attachment No. 3. 2.5 LOCAL PREFERENCES: The City of Vernon is committed to promoting the economic health and well-being of its residents.To this end, contractor agrees to recruit Vernon residents initially and to give them preference, if all other factors are equal, for any new positions that result from the performance of this contract and which are performed within the City. 3.0 GENERAL SPECIFICATIONS: 3.1 BID ORDER QUANTITITIES: The quantities contained in the bid documents are approximate only and are for the sole purpose of comparing bids.The City may, in accordance with the specifications, order transformers as needed at the City's sole discretion. Payment will be made for the quantities actually 9 provided as determined by the City and accepted at the unit price noted in the bid.The bid will be awarded to the responsive and responsible bidder(s)with the lowest TOC to determine the lowest total cost. 3.2 EVALUATION OF BID: In In comparing bids, the lowest bidder is determined based upon the Total Owning Cost Formula. The City of Vernon reserves the right to reject any or all bids or any part thereof, and to waive any minor technicalities from the specifications.The contract award will be made from among responsive and responsible bidders meeting the scope specification requirements set forth in Part II "Detailed Technical Requirement". The Contract will be awarded to one bidder per item listed on the Unit Price Bid Form. To be considered responsive on a particular transformer, bidders must bid in the location indicated in the detailed Unit Bid Price Form listed under "Bid Unit Price". If a bid is marked "0", "NO BID", or is left blank,then it will be considered to not have been bid. 3.3 TOTAL OWNERSHIP COST: Purchase of transformers shall be evaluated by lowest total cost. The formula to evaluate Total Owning Cost (TOC): TOC=C+$4.53/W(PNL in Watts)+$1.1/W(PLL in Watts) TOC is the total ownership cost in dollars, C is the initial cost in dollars, PNL is the guaranteed maximum no-load loss in watts, and P«is the guaranteed maximum load loss in watts. 3.4 AWARD OF CONTRACT: Evaluation of the bid will be based on the competitive bidding process.A contract will be awarded to the lowest responsive and responsible bidder for each "Item" listed on the Unit Price Bid Form. 3.5 DURATION OF CONTRACT: The initial term for any contract resulting from these Specifications shall be three (3) years from the date of execution by the City.The contract may be extended for a period of up to two additional one- year periods, with the approval of the City Administrator and without further City Council approval. Approximately 60 days before the end of any contract period the Contractor may request changes in the Bid Schedule, however, any proposed price increase shall not exceed the percentage of the then applicable Producers Price Index. (PPI) for the most recently available 12 month period. 10 3.6 SAMPLE PURCHASE CONTRACT: A sample of the purchase contract the successful bidder(s)will be required to enter into with the City contract included in Attachment No.5 and by this reference incorporated herein and made part of these specifications. 3.7 LICENSE AND PERMITS: Contractor shall obtain and pay for any required business license. For further information, contact Community Services Department at (323) 583-8811, Monday-Thursday between lam and 5:30pm. 3.8 SUBS-fiTUTJON FOR PATENTED AND SPECIFIED ARTICLES: Wherever these Specifications specify any material or process by patent or proprietary name or by name of manufacturer, such specification is only for the purpose of describing the material or process desired and shall be deemed to be followed by the words and/or approved equivalent. Any bidder may offer in the proposal any material or process that is equivalent in every aspect to the material or process specified. This statement of alternate unit shall clearly describe the material or process for which the substitution of alternate and shall provide technical data establishing equivalency. 3.9 BID YOUR FULL EQUAL OR BETTER: Transformers Furnished shall be new, complete, ready-for-use and of the latest model, shall not have been used in demonstration or the services and have all the usual equipment as shown by manufacturer's current specifications and catalogs unless otherwise specified. 3.10 EXCEPTIONS AND EXCLUSIONS: No exceptions and exclusions are permitted. Contractor shall discuss and resolve all questions with the project engineer prior to bid opening. Any attachment of exceptions, exclusions or clarifications to the Bid Proposal will be deemed non-responsive. 3.11 LIABLITY INSURANCE: Proof of insurance is not required to be submitted with your bid, but will be required prior to the City's award of the contract. A copy of the standard insurance is included in Attachment No.6. 3.12 ORDER AND DELIVERY: Orders for transformers shall be made by telephone, fax, or e-mail. Delivery of materials shall be to the Gas& Electric Department warehouse located at 2800 Soto Street,Vernon, CA 90058. 7:00 AM to 3:00 PM, Monday through Thursday. A delivery date of 12 weeks ARO or less is required. Failure to quote a delivery schedule within this period may 11 disqualify the bid. All deliveries must be accompanied by a packing slip indicating those items actually delivered. 3.13 FOR DELIVERY: Supplier shall furnish MSDS and certified test reports and drawings, as listed in Section 11.1 Scope Specifications (Part II Detail Scope Specifications) one month before transformers are shipped. These Documents shall be submitted to: City of Vernon Department of Gas & Electric 4305 Santa Fe Avenue Vernon CA, 90058 Phone: (323) 583-8811 Ext. 316 Attention:Ali Nour—Electrical Engineering Manager 3.14 MOST FAVORITE CUSTOMER: Contractor agrees to treat the City as its most favored customer. Contractor represents that all of the prices,warranties, benefits, and other terms being provided hereunder are equivalent to or better than the terms being offered by Contractor to its current customers.The City shall be entitled to any and all other services normally offered by the Contractor(and/or manufacturer through the Contractor)to its customers. Examples of such services are technical training programs,ASE Certification, inventory certification,access to video tape library, daily deliveries, will calls, special orders, night deliveries, etc. 4.0 DOCUMENTATION 4.1 FORBID EVALUATION: Bidders shall furnish the following in their bid package. 1. Transformer unit price, F.O.B. Gas & Electric Department warehouse located at 2800 Soto Street,Vernon, CA 90058 2. Guaranteed maximum no-load loss at rated voltage in watts. 3. Guaranteed maximum load loss in watts at rated voltage and kVA. 4. Percent impedance on rated voltage tap. 5. Two sets of dimension and outline drawings. 12 6. Completed Unit Price Bid Form. All taxes and Fees (local, state, federal, etc.) must be included in the total price. Invoices for separate charges will not be accepted. 7. Bidders must list all exceptions, clarifications, and deviations to these specifications in letterform accompanying the proposal with sufficient detail to permit evaluation of such deviations pursuant to Section 3.10. 13 SPECIFICATION NO. TR1-2017-PM FOR PADMOUNT TRANSFORMERS CITY OF VERNON DEPARTMENT OF GAS & ELECTRIC 14 1.0 SCOPE Supplier shall furnish all work for providing three-phase,deadfront, radial,self-cooled, padmounted transformers for use on the City of Vernon's underground distribution system. The transformer sizes that the City requires are as listed in the Attachment Unit Price Bid Form. 2.0 APPLICABLE STANDARDS A. The transformers shall conform to the applicable sections of the following standards to the extent referenced in this Specification, and as amended to the date of this Specification which, by reference, are included as part of this Specification. 1. C57.12,00 IEEE Standard General Requirements for Liquid- Immersed Distribution, Power, and Regulating Transformers. 2. C57.12.34 Requirements for Padmounted Compartmental-Type, Self-Cooled,Three-Phase Distribution Transformers, 10 MVA and smaller; High Voltage 34500Volts Nominal System Voltage and Below. 3. C57.12.28 Padmounted Equipment—Enclosure Integrity. 4. C57.12.70 Terminal Markings and Connections for Distribution and power Transformers. 5. C57.12.80 Terminology for Power and Distribution Transformers 6. C57.12.90 IEEE Standard Test Code for Liquid-Immersed Distribution, Power,and Regulating Transformers and IEEE Guide for Short-Circuit Testing of Distribution and Power Transformers. 7. C57.12.91 Guide for Loading Mineral-Oil-Immersed Overhead and Padmounted Transformers Rated 500 kVA and Less with 650C or 550C Average Winding Rise. 8. C57.12.92 Guide for Loading Mineral-O l-Immersed Power Transformers Up to and including 100 MVA with 65°C or 55°C Average Winding Rise. 9. C57.12.106 IEEE Guide for Acceptance and Maintenance of Insulating Oil in Equipment. 10. DOE 2016 Energy Efficient Transformers. 15 B. In the event of conflict between the codes and standards and this Specification, Supplier shall notify City of Vernon Light and Power Department and secure a written clarification before proceeding with the work. 3.0 SERVICE CONDITIONS 3. 1. Environment A. The transformers shall perform in accordance with all provisions of the Specification while subject to the service conditions specified in ANSI/IEEE C57.12.00. B. The transformer shall be suitable for 30 years of use on the City of Vernon's electric system when installed in accordance with the service conditions set forth in ANSIIIEEE C57.12.00-2015, Section 4.0, in its entirety. 3. 2. Seismic and Impact Loading A. Before and during installation, the transformers shall withstand, without damage, rough handling such as bouncing on a truck when filled with insulating medium and impacting against or upon rigid structures at speeds up to five feet per second, and being lifted by two bosses or lifting second, and being lifted by two bosses or lifting bolts at any angle. Following these conditions, the transformers shall be capable to being energized without a pre- operational test. B. After installation and during the 30--year life of transformer, transformer will be subject to occasional earthquake motions (0.2g horizontal and 0.13g vertical) along with significant vibrations from traffic and from adjacent equipment. 3.3 Pre-installation Inspection The City of Vernon will, at its discretion, provide a pre-installation inspection of each transfonrer. 3.4 Operating Du For its 30-year life, each transformer shall be suitable for operation under short circuit conditions as stated in ANSIIIEEE C57.12.00-2015, Section 7.1. 16 3.5 Shipping A. All transformers shall be shipped to the City of Vernon, Soto Yard located at 2800 Soto Street, Vernon, CA 90058. Supplier's price shall be F.O.B. Soto Yard. B. Transformers will be delivered on a flatbed truck for side unloading by forklift at ground level. C. Delivery will be scheduled Monday through Thursday 7:00 a.m. to 3:00 p.m. Supplier shall provide City with 48 hours' notice prior to delivery. 4.0 RATINGS 4.1 Sizes The transformers shall be sized as listed. 4.2 High Voltage Ratings Transformers shall be 60 Hz with BIL ratings as shown in the table below. Transformer and Connector Hi h-Voitage Ratings and Electrical Characteristics Electrical Characteristics of the Completely Assembled Transformer High-Voltage Connectors'' 60-Hz dry High-Voltage Rating Z' BIL one minute High-Voltage Ratings Minimum Phase-to-Ground/Phase-to- (W) withstand (volts) f BIL3. (W) Phase (W) (W) Single High-Voltage 7200 75 8.3/14.4 95 34 16340 125 8.3114.4 95 34 Series-Multiple High- Voltage 7200 x 16430 75 x 125 8.3/14.4 95 34 ' For complete connector rating. see ANSIIIEEE 386. Z Transformers are suitable for connectors with phase-to-ground or phase-to-ground/phase-to-phase high-voltage ratings as listed. 3 Arrester coordination may require higher BIL on multiple connection than indicated to achieve a minimum protection level of 20%. 17 4.3 Low Voltage Rating The secondary voltage shall be one of the following. The basic insulation level (BIL) of the secondary voltage shall be 30 kV: 480Y1277 208Y1120 4.4 Configuration All transformers shall be Delta-Wye configured with low voltage neutral having a fully insulated Xa bushing with a removable ground strap. 4.5. Impedances Transformer impedance shall not be less than those shown in the table below. All transformer testing to determine transformer impedance shall be based on the base kVA rating of the transformers at the 55 degree or 65 degree temperature rise. The transformer impedances shall be shown on the transformer nameplate. Minimum Transformer Impedance KVA %Z 300-500 4.0 750-2500 5.75 3750 6.00 5.0 CONSTRUCTION FEATURES 5.1 Coil and Core Construction A. The transformer core shall be of high efficiency rectangular wound core designed in five-leg or triplex configurations. The core shall be made from one of two processes: single-tum laminations of high quality, grain oriented silicon core steel or amorphous core (i.e. metallic glasses metal). B. The transformer coils shall be designed to maintain their nameplate KVA rating throughout the normal temperature range of operation which shall be 65°C (80°C hot spot). All materials used shall be of the 65°C, 80°C hot spot class. All materials shall be thoroughly tested for compatibility with all transformer components before being assembled. The primary coil shall be manufactured from heavy varnish or paper insulated aluminum or copper wire. The secondary coil shall be manufactured from full width 1s aluminum strip whose edges are finished to prevent burrs and insulated with epoxy-diamond paper between layers of the conductor. 5.2. Insulating Fluid A. The transformer insulating fluid shall be standard electrical grade mineral insulating oil. The insulating oil shall be tested and degassed to assure a chemically inert oil. The padmount transformers shall be furnished with oil which meets the requirements specified in ASTM Standard D 3487 for mineral insulating oil, except that the DBPC content (% by weight) shall not be less than 0.15. The insulating oil in the equipment shall conform with ANSI C57.106. B. All transformer oil shall be tested for polychlorinated biphenyl's (PCBs) per ASTM D4059 and certified as having no detectable levels of PCB. 5.3 Taps and Changers A. The transformers shall be furnished with full capacity high-voltage taps. The tap changer shall be clearly labeled to reflect that the transformer must be de-energized before operating the tap changer as required in ANSI C57.12.34. Padlocking provisions are available for lever or hotstick operable handles. Tap changer operating mechanisms shall be permanently identified to show "De-energized Operation Only". Decals and stencils are not acceptable_ The unit shall have one of the following tap configurations: Two - 2Yz% taps above and below rated voltage such as the following: VOLTAGE FULL CAPACITY TAPS 16,340 17,200/16,770/15,910/15,480 7,200 7,560/7,38017,020/6,840 B. The tap changer position indicating nameplate shall have numerals or letters that are clearly legible and of permanent quality. Decals and stencils are not acceptable. 5.4 Gau es A. All transformers shall have a dial-type, magnetic, oil level gauge to provide a positive means of determining the required oil height. The preferred location of the gauge is above the switch handles, to ensure the switch remains under oil. 19 B. All transformers shall have a dial-type, magnetic, temperature gauge to provide a positive means of determining the transformer temperature. The required location of the gauge is in the low voltage compartment above the bushings. 5.5 Drain and Replacement Provisions Insulating medium drain and replacement provisions shall be furnished as specified in ANSI C57.12.34. 5.6 Tanks and Terminal Compartment A. The transformer tanks, and all external appurtenances, shall be in accordance with ANSI C57.12.34. The overall dimensions and various appurtenances locations shall be found on each transformer. B. Transformers shall have bolted covers for all size transformers. C. The compartment depth shall be minimum in accordance C57.12.34. A deeper compartment shall be provided for extended secondary bushings. The tank shall be of sufficient strength to withstand a pressure of 7 psig without permanent distortion. The following pressure relief devices are approved: 1. Qualitrol Model No. 202-030-001 2. Qualitrol Model No. 202-032-001. 5.7 Terminations Transformer bushings shall accommodate cable terminations in accordance with ANSUIEEE 386. 5.8 Nameplates Transformer shall be furnished with non-corrosive diagrammatic nameplate, permanently attached with non- corrosive hardware. Attached to the inside of the low voltage compartment door. The nameplate shall not be installed on the rear of the low voltage compartment area. Diagrams and numbers shall be of the size and quality such that they can be read from outside the compartment. In addition to the nameplate requirements shown in ANSUIEE C57.12.00-2015, Section 5.12, the total weight, including oil, shall be indicated. 20 5.9 Coating A. Each transformer and terminal enclosure combination shall be painted a forest green color such as ANSI "Bell" Green (Munsell 7GY 3.2911.5)or City of Vemon-approved equivalent. The primary and finishing coats shall have a combined minimum dry-film thickness of three mils. Manufacturer shall furnish 114 pint of touch up paint or spray paint for each transformer. B. The underside of each transformer shall be coated with an asphaltic material or with City of Vernon-approved paint system. An epoxy coat which meets ANSI C57.12.28 is acceptable. 6.0 Loadbreak Switches 6.1 Tvge A. Each transformer shall have a three-phase, self-contained, oil immersed, high voltage, ioadbreak gang-operated sectionalizing switch. The switches shall be inside the transformer tank and be so located that current interruption occurs under oil. The Loadbreak switches shall provide circuit connections as required. Operation of the switch shall be clockwise to close. B. The operating handle shall be located in the high voltage compartment and be suitable for hot stick operation. The position of the switch, whether open or closed, shall be clearly indicated. The handle shall be located in such a manner as to be identifiable with the associated circuit-transformer. Stencils or decals to indicate switch positions are not acceptable_ 6.2 interlocks The switch shall have an interlock which will prevent removal of fuses when the switch is in the closed position and also prevent the inserting of fuses when the switch is in the closed position. 6.3 Ratings The switches shall have the following ratings when completely assembled and installed in the transformers. A. Minimum Voltage Rating: 17,000 volts. B. Loadbreak Capability: 200 rms amperes at 17,000 volts and 0.6 power factor. 21 C. Short-time current Rating: 10,000 rms symmetrical amperes for 15 cycles. D. Closing and Holding Current Rating: 10,000 rms symmetrical amperes for 15 cycles. E. There shall be no arcing time after the switch blades have traveled from the closed position to the fully opened position. 7.0 OVERCURRENT PROTECTION 7.1 High Voltage Protection A. Transformers shall be protected against overcurrent by means of a City of Vernon-approved externally replaceable fuses in the primary circuit. The fuses shall be suitable for hot stick operation and shall have a minimum of 50,000 rms symmetrical ampere interrupting rating. The fuses shall have City of Vemon-approved safety devices which prevent insertion directly into a fault. B. The fuses shall be a Bay-O-Net type oil immersed fuses in series with oil immersed current limiter type RTE ELSP current limiting backup fuse. The fuses shall have a safety device which prevent insertion directly into a fault. C. The correct size of Bay-O-Net fuse for replacement shall be indicated by stencil or decal above the Bay-O-Net fuse as follows: "Caution: Use only RTE Bay-O-Net Type 353C " (10, 12, etc.)" Amps"(25, 40, etc.) D. The following table lists the appropriate fuse sizes: 22 J I Transformer High Voltage Fuses" Makings KV KVA Rating FLA BAYONET EL P MINIMUM KV % 16.34 300 15.5 11 4000353C10 354508OM51M 4.00 500 15.5 18 4000353C10 354508OM51 M 4.00 750 155 26 4000353C12 3545125M61M 5.75 1000 15.5 35 4000353C12 3545125M61M 5.75 1500 15.5 53 4000353C16 354515OM51M' 5.75 2000 15.5 70 4000353C16 364515OM51M' 5.75 2500 15.5 88 NONE NONE 5.75 3750 15.5 132 NONE NONE 6.00 7.2 300 8.3 24 4000353C12 3543125M61M 4.00 500 8.3 40 4000353C14 354308OM51M' 4.00 750 8.3 60 4000353C16 354320OM51M 5.75 1000 8.3 80 4000353C17 3543175M51M' 5.75 1500 8.3 120 NONE NONE 5-75_ E. A minimum of 6 spare Bay-O-Net fuses shall be provided with each transformer order. For instance, if we order one 7.2 kV type 300 KVA transformer we require 6 spare fuses. If we order two such transformers, we require 12 spare fuses. 7.2 Low Volta- a Protection Low voltage overcurrent protection is not required. 4 Cooper(Type Bay-O-Net and Current Limiting ELSP) e Two parallel Fuses per phase 23 8.0 BUSHINGS, BUSHING WELLS AND PARKING STANDS 8.1 Low Voltage Bushings A. Transformers shall have bushings which conform to ANSI Standard C57.12.34. On "Wye" connected transformers, the neutral shall be connected to a fully insulated bushing. An additional tank ground pad with removable neutral bushing ground strap shall be provided and suitably sized for the short circuit current rating of the transformer. B. External spade terminals shall have a heavy tin coating process. If the terminal extension is not an integral part of the bushing, it shall be securely pinned to the stud. C. External spade terminals with six holes and more shall be furnished with additional support straps, designed by the manufacturers, at the end farthest from the tank wall without interfering with the use of any of the holes. Each extension pad shall be fully rated for the maximum ampacity of the transformer. Refer to the table below for the number of terminal holes. KVA Ratings Low-Voltage Ratings Number of 9116" (Volts) hole cable i positions_ 75-300 _ ALL �_ 4-6 500 ALL 8 750-1500 ALL 12 2000-2500 ALL 14 3750 — ALL 16 — 8.2 High Voltage Bushing Wells Transformers shall be provided with three City of Vernon-approved, 17 kV high voltage bushing wells rated 125 kV BIL, marked and located as built. 8.3 Parking Stands Transformers shall be equipped with non-load break parking stands, ESNA No. 151-PS or City of Vemon-approved equivalent. They shall be located in accordance with ANSI Standard C57.12.34. 24 9.0 IDENTIFICATION 9.1 Stencils & MSDS A. All bushings shall be identified by yellow paint stencils, a minimum of one inch high, on the tank wall adjacent to the bushings. B. A removable identification tag or sticker which shall be legible at time of receipt shalt be attached to the exterior of the terminal compartment. The tag or sticker shall indicate the name of the manufacturer, serial number, kVA and voltage ratings. C. In addition to the nameplate information called for in ANSI C57.12.00, the nameplate shall identify each winding as to whether it is made of copper or aluminum. D. The vendor shall be required to provide ail applicable Material Safety Data Sheets with all transformer orders. 10.0 ADDITIONAL REQUIREMENTS 10.1 Barriers A barrier shall separate the high-voltage section from the low voltage section in the terminal compartment. Barrier shall be of sufficient strength to prevent deformation which may reduce the required clearances to various components. 10.2 Conduit Entrance When specifically requested, a 2 Az inch conduit entrance hole, with a cover which is removable only from the inside, shall be provided in the center of the low voltage sill. 10.3 Terminal Arrangements Terminal arrangements shall be as per applicable ANSI standards. 10.4 Access to Terminal and Switching Compartments A. Transformers shall be provided with hinged doors for access to the terminal and switching compartments. Access to the high voltage portion of the terminal and switching compartment shall be possible only after access has been gained to the low voltage. 25 B. The low voltage compartment door shall be further secured by means of a captive and recessed '/z inch pentahead bolt. A blind bolt hole shall be provided. Bolts shall be corrosion resistant and the design shall minimize the possibility of a misalignment and cross-threading. Design of the bolting, padlocking and three-point latching provisions shall be coordinated such that, only after the padlock and bolt have been removed, shall it be possible to open the low voltage compartment door. 11.0 TESTS 11.1 General A. Transformer tests shall be performed as specified in ANSI Standard C57.12.00. These test reports shall be provided to the City prior to shipping. The City will not receive any transformers without the required test reports. B. Units shall comply with routine test requirements of ANSI and certified test reports shall be furnished. The vendor shall provide with returned bids all applicable documentation of compliance with ANSI design tests. C. The following data shall be submitted with each transformer order: a. Guaranteed maximum no load (excitation) loss in Watts at rated voltage and 110% voltage. b. Guaranteed maximum load loss in Watts at rated voltage and 110% voltage. c. Guaranteed maximum total loss in Watts at rated voltage and 110% voltage. d. Exciting Current in percent at rated voltage and 110% rated voltage. e. Percent impedance on base voltage and at the maximum temperature rise. If the transformer is a 55165 degree Celsius transformer rise, the percent impedance shall be at 65 degree Celsius. f. Efficiencies shall be provided at loading levels of 100%, 75%, 50%, and 25%. g. Regulation at rated load @ 80% and 100% Power Factor. h. Two sets of outline drawings showing dimensions, weight, gallons of oil, gauge of steel in tank walls, cover, bottom, 26 and cooling radiators and description of accessories. After order is awarded, the vendor shall submit FINAL drawings. 12.0 OPERATING PERFORMANCE 12.1 General The Apparatus shall perform in accordance with the conditions set forth in this Specification. 27 SIGNATURE PAGE AND LEGAL STATUS The undersigned certifies that he/she is an official legally authorized to bind his/her firm and to enter into a contract should the City accept this bid. Bid by -- (Name of Firm) Legal status of bidder: Please check the appropriate box Corporation/LLC State of Incorporation Partnership List Members (attach additional sheets if necessary) DBA State full name DBA Other Explain _ Signature of Bidder (Authorized Signature) Address _ __ City _ State Zip Telephone No. ( ) Signed this_day of 2013 ADDENDUM NO. BIDDER'S INITIALS 1. _ Z. -- 3. —� 28 ATTACHMENTS BIDDER'S CHECKLIST The following list is provided to assist bidders to eliminate errors and omissions which may render your bid unacceptable. DOCUMENTS TO INCLUDE: Bid packages must include the following completed documents: o Signature Page and Legal Status o Unit Price Bid Form {complete the column entitled °Bid Unit Price" --if you do not wish to bid on a particular item, write uNO BID"} o Affidavit of Non-Collusion by Contractor Form o City of Vernon Vendor List Questionnaire Form HOW TO SUBMIT THE BIDS: ✓ Bids must be signed and submitted in TRIPLICATE. Bidder must submit bids in an ORIGINAL AND TWO COPIES. ✓ All bids shall be enclosed in sealed envelopes, distinctly marked "Bid"with the title of the bid and the bidder's name address appearing on the outside. ✓ Bids should be addressed to: City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 TIMING TO SUBMIT AND OPEN BIDS The City Clerk must have received the bids by 2:00 p.m., on the day listed in the Notice Inviting Bids. The City strongly recommends that bidders either hand deliver or mail well before that time and date to ensure that it is timely received. At the time of the bid package opening, the City Clerk will open the bid packages and acknowledge the receipt of Unit Price Bid Form from Manufacturer/Supplier. Once all bid packages are opened, and the bids announced, the Unit Price Bid Forms will be made available for public review. UNIT PRICE BID FORM. 31 \ R / rD m k § EU / 0 2 k / ) m m M- D e m f CA 7 § 0 < q Di ® [ / § \ Ln � � E / 00 V / a � \ § § M k n $ % \ c E E § 2 � ° \ E rD Los o § � 2 w \ 0 � § = < \ W GA JM § �\ \ § g p © r cr n 4F 9 � Lo 0 � \ / \ ; § � 222 2ao — * ■ � v � � � ■ ¥ � $ § � n � � AFFIDAVIT OF NON-COLLUSION 32 AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR STATE OF CALWORMA )SS COUtV?-Y OF LOS ANGEL F.S} being first duly sworn deposes and says that he/she is (Insect"Sole owner',-Psdrw','PresKdeN","Scrauary-,or other proper ntle) of _ Unscrt name of bidder) who submits herewith to the City or Vernon a proposal; That all statements of fact in such proposal are true; That such proposal was not made in the interest of or on behalf of any undisclosed person, Partnership,company, association, organization or corporation; That such proposal is genuine and not collusive or sham; That said bidder has not,directly or indirectly by agreement,communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon,or of any other bidder or anyone else interested in the proposed contract;and further That prior to the public opening and reading of proposals,said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal; b. Did not directly or indirectly,collude,conspire,connive or agree with anyone else that said bidder or anyone else would submit a false or sham proposal,or that anyone should refrain from bidding or withdraw his proposal; c. Did not, in any manner,directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the proposal price of said bidder or of anyone else,or to raise of fix any overhead profit or cost element of this proposal price,or of that of anyone else; d. Did not,directly or indirectly, submit his proposal price or any breakdown thereof,or the contents thereof,or divulge information or data relative thereto,to nay corporation, partnership,company, association,organization, bid depository,or to any member or agent thereof,or to any individual or group of individuals,except the City of Vernon,or to any person or persons who have a partnership or other financial interest with bidder in his business. I certify under penalty of perjury that the above information is correct By: —— Title: — Date: CITY OF VERNON 4305 Santa Fe Avenug,Vernon, California 90058 Telephone(323)583-8811 Vendor List Questionnaire Affidavit of Equal Opportunity& Non Segregation In order to be placed to the City's vendor list and be eligible to receive City business,you must provide the following information. By submitting this form you are declaring under penalty of perjury under the laws of the State of California and the laws of the United States that the information is true and correct. Furthermore,you are certifying that your firm will adhere to equal opportunity employment practices to assure that applicants and employees are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex or age. And,your firm does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. Name of Company Business Telephone _ Address Fax Number _ City __ _ _ _ State Zip Contact Person E-mail Address Tax ID Number(or Social Security Number) Remit Address (if different) Please state clearly and concisely the type(s) of goods and services your company provides: 33 PURCHASE CONTRACT 34 City of Vernon Purchase Contract City of Vernon Contract Date Amendment Page Finance Department Buyer: Purchasing Division 4305 Santa Fe Avenue Vernon,CA 90058 Ship To: Phone#:(323)583-881 l Fax#:(323)826-1491 Internet Address: www.cityofvemon.or Vendor Name Bill To: Star#Aatc Completian Date Amendment Amount Contract Total TF ti T]y Important Notice to Vendors: Contractor represents that it has a City approved Equal Employment Opportunity and Non-segregation Affidavit. The attached Terms and Conditions of Purchase Order/Contract shall be part of this Purchase Order/Contract. Vendors performing services must indicate acceptance of City Tetras and Conditions and return a copy of this acknowledgement to the City prior to performance. Failure to do so will void this Purchase Order/Contract. Sea ices Fell du r z�12rukwrc Print or Type N93M Dame I J All shipments,shipping papers,invoices and correspondence must be identified with our Purchase Order/Contract Number. Failure to do so may delay payment processing. .attyraknea wAppaFdica Are a pay#of this Pumkme -- Aothw-6ed City SAmat%l re ordkrIcUitract EXHIBIT 7 8/2014 CffX OF VERNON TERMS AND CONDITIONS OF PURCHASE ORDER/CONTRACT This is ^ government contract. The terms are not changed by any words added by Contractor, nor superseded because of any form used by Contractor in the course of business. Any change in terms rrwst be agreed to by an authorized representative of the City, in writing. Acceptance by the City of goods,materials or services is not an acceptance of Co raractor's other terms. 1. Contractor agrees to furnish the materials or services described in the Purchase Order/Contract to which this is attached and subject to all terms and conditions of the Purchase Order/Contract, this Attachment to the Purchase Order/Contract and all other attachments hereto. 2. Contractor agrees to submit all invoices in duplicate to the address indicated on the Purchase Order/Contract 3. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax. 4. Contractor agrees to show on all invoices the name of the department to which goods or services were furnished,and whether the invoice covers complete or partial delivery or performance, the Purchase Order/Contract number and any applicable cash discount. 5. Contractor agrees to prepay transportation charges and show them separately on all invoices. 6. Contractor agrees to show applicable sales or use tax as separate items on all invoices. 7. Title to all materials fumished under the Purchase Order/Contract shall pass to the City upon delivery and loading of merchandise at the F.O.B.point designated in the Purchase Order/Contract. 8. Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully comply with the latest revised requirements of said Safety Orders. 9- All goods, materials and equipment ordered shall, except as otherwise noted in this contract, be delivered in a new and unused condition. 10 All automotive equipment delivered to the City shall meet all requirements of the latest revision of the California Vehicle Code and of the Federal Department of Transportation. 11, The Contractor sUll sansfer to tyre City the ntanufacturces warranty or guarantee For each item furnished under this contract, Where applicable, the City shall be named as owner-bcncficiary in any such warranty or guwantee. The Contractor shall ensure that cash waffnnCy or guarantee is in full force and effcu Crom the date the City commences operation and use of the item. Ail such manufacturers' w,u-rautics or guarantees shall be in addition to the Contractor's warranty under this contract. In addition the Contractor shall wprrani that all itcrns provided under this contract are free from defects in materials and workmanship- The City will notify Contractor of any putem defer.. Such notice will be given in writing, if passible, or by the means most rxactica] under the circumstances, If the Contmctor fails to correcr €he defect or other iinn-conformity within 10 days after receiving such notice, or more tiFrW1 in case of emergency demanding inunediate acticm, then 0W City many make the eec y�sw replacements or repairs and charge c Contmewr the total cast of all labor, materials, cµuipmeiu and adrmnistration. The City may withhold from Conn'acwr an amount for these costs, if the awjount withheld is not guff-icsent, ;he City may recover any brrlarrce from the Contractor- 12. Prior to the issuance of the Purchase Order/Contract,Contractor may be required to provide to City evidence of insurance. Failure to maintain the required amounts and types of coverage throughout the duration of services supplied shall constitute a material breach of this contract and shall entitle the City to terminate this contract. 13. Contractor agrecs to indemnify, hold harmlem. and defend (even if the allegations are false, rraudulent or groundless), to the MaXiinuin eK11?Rt pernutted by law, the City. its City Council and each member thereof, and its officers, entployees, conirni%ion members and representatives. from arky and all liability, loss, snits, claims, damages, Crests,judgments and expenses (including att(rritey's fees and costs of litigation) which in whole or in part are claimed to result from or to arise ottt of the usage or operation, including the malfunctioning of, oT, ant• in'ury caused by. any product purchased herein; or any stets, errors or omissions (Including, withont litnitatron, professional negligence) of Contractor, Its employees, representatives, subcxsntrstctors, or agent in connection with the pperrform;tnce of this contract. This agreement to indmllds includes, but is not 13niited to personal injury ]including death at any time) and damage to property (including, but without limitation, contract or tart or patent, cop}'iyght, trade secret or trademark uifringement) strsiairted by tiny pec9on air persons l.includiug, but not limitfx! lo, companie% or rnrporatiotns, Contractor and its mpinyees or agents, and rnemlrer's Of the general public). 14. Contractor shall not perform work on City owned property,and shall not commence work or cause materials to be delivered to the job site,until so authorized in writing by the Head of the Department(or designee)for whom the work was ordered. 15. Corm-actor cenifacs and r,�presentR drat, during the perforrtmnce of [iris contract, the Contractor and eatih subcontractor shall adhere to ccyqua! opportunity em loyment practices to assure that applicants and employees are treated equally and are not discArninated ogainst because or their race, religion, color, national origin, ancestry, disability, wex. age, medical condition or marital status. Contractor further agrees that it will not maintain any Kegregated facilities, 16. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code,Sections 5.20,and following, where required. EXHIBIT 7 812014 17. Contractor hereby represents,warrants and certifies that no officer or employee of the Contractor is a director,officer or employee of the City of Vernon,or a member of any boards,commission or committees,except to the extent permitted by law. 18. The City, or its authorised auditors or representatives, shall have mess to and the right to audit and nsproduce any of the Contractor's records to the extent the City deettts necessary to insure it is roceiving all money to which it is ertti W UrKkr the contract AFWOr is paying the amounts to which Contractor rs properly entitled to under the contract or for other purposes relatinK to the -onbuct. The Co mwtor shall maintain and pt'eserve all such records for a period of at le=I years after the temtination of the contract, The Vendor shall maintait7 all such records in ncc City of Vernon_ ;f not* the Contractor shall, upon regou st, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, srrch additional (out of the City) expenses for personnel,salaries,private auditors,travel,lodging,meals and overhead. 19, It is understood that in the perfonT awr of any services herein provided, for Contractor shall be, and is, and independent ccmtractor, and is riot an agent or employee of City and shall furnish such services in its own manner and method, except as required by this contract. Farther, Contractor has and shall retain the right to exercise full wntmll over the em loymen1,direction, cornMsaxrnn and discharge of all persons ern loyed by Cuntractor in dm performance of the services hereto r, Cuntractor shall be solely responsible for, and shall indemai�, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding arrd all other wages, salaries, benefits, taxes, exactions, and regalatiom of any nature whatsoever_ Contractor ac kcnowbiges that Contractor and any subcontractors, a arts or empkt es are not entitled to ark+ of tltc benefits or rights afforded cm IoyerR of City, including, but not limited to, sick leave, vacation leave, holiday pay. Public Employees Retirement System benefits,car health fife, dental, lorig-term disability of orlacrs' Compmsation insurance benefits_ 20. In case of conflict between the terms of this contract and the terms of any other document which is a part of this transaction,the terms of this Purchase Order/Contract shall strictly prevail. 21. Contractor shall not aistggnn or transfer rhis contract or any rights bmeunzicr with out the prior written consent of the City which may be wi dltheld in the aty's sole discretion_ .any unauthorised assignment of transfer shall be null and void and shall constitute a material breach of Contractor of its nbl igations under this contract. 22. Time is strictly of the essence of this contract and each and every covenant,term and provision hereof. 23. The City's waiver of any term, condition, breach or default of this contract shall not be considered to be a waiver of any other term,condition,default of breach,not of a subsequent breach of the one waived. 24. The provisions of Vernon's Living Wage Ordinance,Vernon City Code,Sections 2.131,and following,requires that contractors providing labor or services to the City pay employees in accordance with the Ordinance. 25. The City reserves the right to cancel any portion of this Purchase Order at any time prior to the delivery of Goods and Services. 26. This Purchase Order/Contract shall be governed and construed according to the laws of the State of California. 27. This Purchase Order/Contract,including any Exhibits attached hereto,constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations,representations,understandings, correspondence,documentation and agreements(written or oral). 28. Additional terms(All additional terms and conditions must be approved as to form by the City Attorney in writing). EXHIBIT 7 812014 LIABILITY INSURANCE REQUIREMENTS i 35 CITY OF VERNON LIGHT AND POWER INSURANCE SCHEDULE(Vendor) The Contractor shall provide proof of insurance,including a standard certificate of insurance,in at least the following amounts and coverage(combined single limit permitted): i Coverage and Limits Bodily In'ury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobile $500,00 $1,000,000 _ $500,00 Hired Automobile $500,00 $1,000,000 $500,00 Non-Owned $500,00 $l,000,000 $500,00 Automobile _ Workers' Com ensation T—Statutory Employers' Liability $1,000.000 per empio er 11. General Liability Premises Operations $1.000,000 $2,000,000 $1,000,000 Elevators(if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products-Com leted $1,000,000 $2,000,000 j $1,000,000 Operations Contract Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $4,000,000 $1,000,000 ; $1,000,000 The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: An endorsement naming City,its officers,and employees as insureds under the policy. An endorsement providing City thirty(30)days notice of cancellation or material reduction of coverage. An endorsement providing coverage for all operations under City permit and specifying the activities covered. Such other endorsements as may be required by addendum hereto. In addition to the standard certificate of insurance,proof of general and umbrella liability coverage shall be furnished in the form checked below.Certification of the following proofs by the insurance agent or broker will not be accepted: For each policy,a notarized letter from the underwriter or carrier certifying that the coverage and statement in the standard certificate of insurance(attached thereto)are true and correct and that the signator is an officer authorized to so certify. A copy of each policy certified by an officer of the underwriter or carrier and notarized. Exhibit A LIVING WAGE ORDINACE AND PREVAILING WAGE Minimum Livigg Wages: Article XVIII of Chapter 2 of Vernon's Municipal Code(Section 2.131 et seq.) requires employers to pay a wage of no less than"ten dollars and thirty cents($10.30)per hour with health benefits,or if health benefits are not provided,then eleven dollars and fifty-five cents($11.55) per hour." Paid and Unpaid Da vs Off: Employers must provide qualifying employees at least twelve(12)compensated days off per year for sick leave,vacation,or personal necessity. Employers shall also permit employees to take an additional ten (10)days a year of uncompensated time for sick leave for the illness of the employee or a member of his or her immediate family where the employee has exhausted his or her compensated days off for that year. Retaliation Prohibited: No employer may discriminate against any employee for complaining to the City regarding the employer's compliance or anticipated compliance with the City's Living Wage Ordinance,for demanding compliance with the Living Wage Ordinance,or for otherwise asserting rights under the Living Wage Ordinance. Enforcement: Employees may bring an action in Superior Court against an employer for back pay,treble damages for willful violations,and attorney's fees,or to compel City officials to terminate the service contract of violating employers. 36 Exhibit B EQUAL EMPLOYMENT OPPORTUNITY PRACTICES A. Contractor certifies and represents that, during the performance of this Agreement,the Contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, marital status, medical condition, sexual orientation or any other protected class status. Contractor further certifies that it will not maintain any segregated facilities. a, Contractor agrees that it shall, in all solicitations or advertisement for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer' or that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, ancestry, disability, sex, age, marital status, medical condition, or sexual orientation or any other protected class status. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement,discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City through its awarding authority, provide copies of all of Contractors records pertaining to the practices subject to this policy, even if the material may be otherwise confidential or privileged except as prohibited by law. F. Nothing contained in this Agreement shall be constructed in any manner as to require or permit any act which is prohibited by law. 37 seal"solutions Strong fdaticrsMps Quotation Number: 495915408 Date: 03/10/2017 Customer: CITY OF VERNON SANTA FE AVENUE VERNON, California 90058 USA Attention: ALI NOUR Cust. Code: 1020247 Fax: Email: Region: 200400 Reference: CITY OF VERNON 2500KVA, CA We are pleased to present our quotation for three phase transformers with the accessories according to the attached bill of material(s). General Conditions: Prices: Firm for the duration of the contract. Validity: From 03/1512017 to 04/15/2017 Taxes: Federal, state, local or any other taxes are excluded. Freight: Carriage and insurance paid to CALIFORNIA Payment: 30 Days Net Warranty: Standard, 12 months from the date of installation, but not to exceed 18 months from the date of shipment. Any design dimensions, unless otherwise specified are for indication only, and are not binding. This quotation is subject to CG Power System USA Terms and Conditions of Sale, which are available at www.egglobal.us. Any deviation from the attached bill of matcrial(s), before or after rceeipt of order, may affect price and delivery. The quoted ship weeks will go into effect after all outstanding technical matters have been resolved. Ship weeks are based on plant loading at time of quotation. Please verify ship weeks when placing an order. Please refercrtcc our quotation number on all purchase orders and correspondence. We will be pleased to provide you with any additional information that is required. Thank you for your inquiry, and we look forward to working with you in the future. Sincerely, CG Power Systems USA Inc 512�&Att, amla- Sally Kleekkamp Miguel Osuna Account Specialist Product Sales Manager Utility Sales Distribution Transformers 636-239-9337 x (636) 239-9380 Rep CC : BANES ASSOCIATES You as requagted to piesse rarer to CGs Customer aid Supplier Rivecy Pa" avaiahb on CGs weinde 0 www_cggkbW.com to understand and fwr+miliaise yourself with CGs Rivacy Plobey towads its business partners with respect to sharing of pasonat data AVA N T H A GROUP COMPANY C" Sam seltriam Siren reWicrishO Quotation Number: 495915408 Date: 03/10/2017 Customer: CITY OF VERNON Cust. Code: 1020247 SANTA FE AVENUE VERNON, California 90058 Region: 200400 USA Attention: ALI NOUR Quotation Comments: Please see attached CG Power Systems Additional Terms & Conditions of Sale, List of Routine Tests that are included in our quoted prices, Price Schedule for additional testing if requited, our Warranty Terms and Cancellation schedule. Transformer is Standard 65 degree C rise. 4.5 Largc kVA's are designed for ANSI-standard 5.75% nominal Impedance, plus or minus 7.5%. 5A.A. 2500 kVA will have stacked core. Since transformers are Delta-connected, stacked cores are 3-legged, per ANSI C57.105 Section 3.3.3. 5A.A. Liquid level gauge will be in low Voltage compartment. 6.1. Per previous e-mail and quote from Vernon, designs will include a transformer on-off load-break switch. 8.3. Transformers will have CG-standard welded-on parking stands. 11.1.C. Losses at I10% Voltage are not guaranteed values (for reference only). Efficiencies are calculated with Load Loss at 55 C, per DOE requirements. ANSI tolerances will apply to quoted losses. Loss penalties may apply, but CG will not accept return of transformer for missed losses. MINERAL OIL IS TESTED & CERTIFIED AS "NON-PCB" BY THE BATCH, NOT BY INDIVIDUAL TRANSFORMERS. FOR ADDITIONAL DETAIL, PLEASE REFER TO THE ATTACHED LETTER REGARDING "Certification of compliance with federal laws governing PCB content_.." NAMEPLATE STATES, "LIQUID CONTAINS LESS THAN l PPM PCB AT TIME OF MANUFACTURE". Prelim Dims: Item 10: 85"W x 77"D x 82"H, 14958 lbs OIL: 527 gal You are repoWed to please refer to CGs Cooixner aM SuppW Pnvxy Paicy avadable on CGrs w~0 www.cggk*W.00rn to uml"arrd ar,d tarYUlrarise Your5ef with CGS RivacY Fbiry Cowards ils tus+rryss partners with rasped 96 s#+aK+no of personal data AVANTHA GACUP COu PANY Cr Smart solrlrorn Slrorq rdlalionsRiq& Quotation Number: 495915408 Date: 03/10/2017 Customer: CITY OF VERNON SANTA FE AVENUE Cust. Code: 1020247 VERNON, California 90058 Region: 200400 USA Attention: ALI NOUR If drawings are needed please indicate on Purchase Order and what type (Record or Approval). Record drawings are not available until I (one) week prior to shipment. Our standard Approval drawing can be provided, if needed, 2-3 weeks after receipt of order. Shipping lead-time does not begin until drawings are returned approved by customer. Extended warranty is availablc for 1% per additional year, up to 5 years (4%) adder. Site work is covered when the unit is field repairable, but will not cover removal and reinstallation in the case it needs to come back to the factory for service (also known as "in/outs" coverage), so the provided warranty does not cover in/out charges. Due to the volatility of the raw materials market, strict interpretation of our 30 day quotation validation period must be adhered to. If your quote has expired, please consult your Account Specialist/Product Engineer for a quotation update. Accurate and detailed ship to address and contact information is required at time of purchase order to assure correct shipping and handling. Orders entered 'on HOLD for APPROVAL' and NOT released within three (3) weeks after receiving factory approval type drawings are subject to price increases at the time of release_ If approval drawings are required, quoted lead times begin after drawings have been approved. Subject to Credit Approval. You are requested to please refer to CGs Customer and supplier P'rlvacy Policy available an Ws webaile www_cggkbM.com to understand and familiarise yoursett with CGs Prtvacy Policy towards its business partners with respect to sharing of personal data AVANTHA GRCUP COMPANY C7CG P Splam 1J3A no TECHNICAL SPECS t *' Date: 3/10/2017 &*PAN"Qrno WzNnOUL%k5wk SM L;SA l .1&%MAX F090i}]rbP'' yrSOCOPMU-7- Quotation Number: 95915408 Item Number. 10 Customer Line No.: I Stock Code 2079 Quantity: 10 Unit Price: $31.714.00 Extended Price: $317.140.00 Three Phase Pad-Mount Trarrsfonner(s) kVA Rttting: 25M kVA Model#i: Mineral Oil Immersed Cooling Class: ONAN Frequency: 60 Hz Avg.Winding Temp. 65'C Primary Voltage: 16340 Delta volts Secondary Voltage: 480Y1277 volts Primary BIL Rating: 125 kV Secondary BIL Rating: 30 kV HV Winding Matt: Aluminum LV Winding Matt: Aluminum Higb Voltage Taps: S Taps- 17200.16770, 16340. 15910, 15480 No Load Loss: 2342 Watts Load Loss: 15773 Watts Total Loew 18115 Watts Im 5.79' Tank Enclosure: Bolted Cover Stainless Sled Nameplate Cabinet Depth:30Inches Steel HV-LV Barrier Bushings: - — --- - - - - Radial Feed ANSI Minimum Dimensions Dead Front Primary Terminations:Wells Sccurxiary 1'ernlinaliow,-, I�. %.cv 1#LLshin,,%w/Non-removablel4 Halle Brass JSqademSpadcSLVPOrt Protection: - None _ _ - Accessories: Pressure Relief Valve QUALITROL 202-030-01.Drain valve w/Sampler Liquid Level Gauge,Liquid Temperature Gauge T NAMEPLATE _ Switching: L.V.Neutrtl Bs«Mne with Removable 6mundine Sun -One ONIOFF Transformer 5witcb(300 An ) Paint Color: GREEN IMunsell 7.OGY3 29/1.51,Touch-up PSird .Coal Tar Ovy Powder.2"UP,UNDER FLNAL FINISH, Standards: Qut*rd in Hance with the latest aMlicable ANSI standar&un6m 4mkrwi*e it5ed bY the cur lomm Shipment: 10 to 12 weeps Punted by PSUS-Sally Kleekamp on 3116r'017 CG Power Systems USA Cno Quotation Registered Otfice 8 Punt: 495915408-0010 One PaLrwels Drive.Washington. MO 6309c], t-I A T +T 636 239 9300 F:+636 239 939-5 2500 kVA HV: 16340 Delta LV:480Y1277 (Overall Width) 86" 8" 70„ _ w 8" t 7W 78" r - - - - - - - - _ - .. - _ _ _ - - �a L.TP �F -� 30w F, r� ON L- _ _ _ _ _ - - - .. _ 2, ' �LP_ _ _ _ � Irm 40.6" - 32.6" 74" Preliminary Dimensions are In Inches Final Design MAY Change Cabinet Height: 82" Total Weight: 14958 Ibs Oil Volume: 527 gals Date: 212WM7 Designer: mdn SIGNATURE PAGE AND LEGAL STATUS The undersigned certifies that he/she is an official legally authorized to bind his/her firm and to enter into a contract should the City accept this bid. Bid by CG Power Systems USA,Inc (Name of Firm) Legal status of bidder: Please check the appropriate box X Corporation/LLC State of Incorporation Delaware_ Partnership List Members (attach additional sheets if necessary) DBA State full name _ _ 1.)[3A Other Explain Signature of Bidder /el. n ,Title Account Specialist (Autgorized Signature) Address One Pauwels Drive CityWashin¢tonState MO Zip 63090 Telephone No. (636) 239-9337__ — Signed this 10 day of March,2017 ADDENDUM NO. BIDDER'S INITIALS 1. - 2. 3. --- - - 28 UNIT PRICE BID FORM CITY OF VERNON GAS&ELECTRIC PADMot:NT r;k% %SFOP-MER TECHV 1CAL REJNIREMEhM Traitformer ratiep vmd by the city of City of Verson aid etp wrad p mcdj iE gas*fities Now n):Price bid sbaX iudude A federal,State,Iaeal and otter laaa Pa10 1 of f 17M MUM+r'RS iE�U ti4a 5 I aTi C: LlE1 STOCk tian6erNfaa4U l4QPERINITORDFREd G r I■bt MITJI(PLII I Uk.S d T E FE.E5 O L E1kf -I SCI Milt 41iti[h] LC rt�LCrIn)a}-IIrJ VIXTA[:L tiOLTAiCE qpv! 41 £OISLF a-de+edbrdtF FEESi+J ' ASO =" iuwr tr 52* 2 13 S31,714 (a)is the unit base price withcut t bms,fees.etr- (b)is all taxes and fees per unit.Does not irKkX!e the base bid per unit. (c)is the total case per unit that indudes base price and all tans and fees_ AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR STATE OFC'ALIFOPNIA I& COUNTY OF LOS ANGELESI Sally Kleekarnp _ ,being first duly sworn deposes and says that lie/she is Account Specialist _ jrnsaT tickll9ger ^I'xma'. P,ad�['.-ticcswy ural�rpiwamk) of CG Power Systems USA, Inc ([mat name of bidder) who submits herewith to the City or Vernon a proposal; That all statements of fact in such proposal are true; That such proposal was not made in the interest of or on behalf of any undisclosed person, Partnership,company,association,organization or corporation; That such proposal is genuine and not collusive or sham; That said bidder has not,directly or indirectly by agreement,communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vennon,or of any other bidder or anyone else interested in the proposed contract;and further That prior to the public opening and reading of proposals,said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal; b. Did not directly or indirectly,collude,conspire,connive or agree with anyone else that said bidder or anyone else would submit a False or sham proposal,or that anyone should refrain from bidding or withdraw his proposal; c. Did not,in any manner,directly or indirectly seek by agreement,communication or conference with anyone to raise or fix the proposal price of said bidder or of anyone else,or to raise of Fix any overhead profit or cost element of this proposal price,or of that of anyone else; d. Did not,directly or indirectly,submit his proposal price or any breakdown thereof,or the contents thereof,or divulge information or data relative thereto,to nay corporation,partnership,company, association,organization,bid depository,or to any member or agent thereof,or to any individual or group of individuals,except the City of Vernon,or to any person or persons who have a partnership or other financial interest with bidder in his business. I certify under penalty of perjury that the above information is correct By, _ r ar. r, _ Title:Account Specialist Date: March 10, 2017 CITY OF VERNON 305 Sang Fe Avenue, Vernon�alifornia 90058 Telephone(32-3)S83-8811 Vendor list Questionnaire Affidavit of Equal opportunity& Non Segregation In order to be placed to the City's vendor list and be eligible to receive City business,you must provide the following information. By submitting this form you are declaring under penalty of perjury under the laws of the State of California and the laws of the United States that the information is true and correct. Furthermore,you are certifying that your firm will adhere to equal opportunity employment practices to assure that applicants and employees are not discriminated against because of their race, religion,color, national origin,ancestry, disability, sex or age. And,your firm does not and will not maintain or provide for its employees any segregated Facilities at any of its establishments,and that it does not and will not permit its employees to perform their services at any location, under its control,where segregated facilities are maintained. Name of Company CG Power Systems USA,Inc Business Telephone636-239-9337_ Address One Pauwels Drive Fax Number---__ City Washington State MO Zip _ 6NM Contact Person Sally Kleekamp E-mail Address sally.kleekamp@cgglobaI.mm__ Tax ID Number for Social Security Number) 14-1799233 _ Remit Address(if different) Please state clearly and concisely the type(s)of goods and services your company provides: Three Phase Transformers-Padmounts and Non Padmounts 33 CG Power Systems USA Inc TERMS&CONDITIONS OF Registered Office a Plant: SALE One Pauwels Drive,Washington.Missouri 63090,USA T: r 1 636 239 9=F:+1 636 239 9396 W:vwrw_cggiotW.com Commercial Terms alternative delivery is required, freight price adders may apply. Purchaser should advise at or before time of order of any special requirements. 1. COMMERCIAL TERMS CG Power Systems USA Inc (herein referred to as 4. PROPOSAL CLARIFICATIONS 'CG-) is an ISO certified company. Our standard All Transformers are shipped with our standard Terms and Conditions of Sale apply unless otherwise Operatic and Maintenance manual, unless otherwise indicated. CG assumes no obligations or liabilities indicated beyond those specified in the CG document entitled -Terms&Conditiors of Sale. Impedance(%Iz nominal)andlor losses quoted are Unless otherwise indicated in this proposal, standard subpo to the applicable ANSI tolerances. delivery terms are F_O_B. CG Factory, freight prepaid Average sound level shall not exceed NEMA and allowed. Freight is included in the proposed standards equipment price with Purchaser assuming all risk of loss and damage in transit and liable for cost, such as Rubber Goods such as primary elbow connectors, demurrage or detention, after the purchased pormble insulated standoff bushings,deadend equipment has left our loading docks or facility. capyplugs,as well as items such as hotsUcks, hookstic ks,padlocks,and special tools unless 2. QUOTATION NOTES specified in the BOM,are Purchaser supplied. Our proposal is valid for the equipment specifically described in the attached CG Technical Specs. Adding For Delta configured transformers core design shag be of any required design features not included in our 3-legged stacked and not 54egged wound type. Technical Specs at time of proposal may result in Annealing for our stacked designs is'not required". revisions to the proposed price, delivery time, or any other particulars related to the herewith submitted S. TESTING proposal. Pricing imkides CG'standard'factory tests below: This proposal includes standard factory testing. These tests are standard routine test as defined by the latest -Applied Voltage on Secondary ANSI standards. Certified test reports can be provided -Applied Voltage on Primary(Delta connected only) at no additional charge upon indication at time of -Induced Voltage purchase order placement. -No Load Loss and Excitation Current -Load Losses and Impedance Voltage Price adders will be incurred per schedule for items -Winding Resistance such as witness testing, special tests,inspections,etc. -Rana -Phase Relation The proposed equipment is based on application at an -Submission of 100%of all production to production altitude of 3,300 ft and below unless specifically noted line impulse testing in the design_ For equipment rated at standard altitude and used in applications above this elevation, the Accuracy of test equipment is within+/-39'e traceable transformer must be de-rated in accordance with to national Bureau of Standards and calibrated applicable ANSI standards. annually- 3. SHIPMENT NOTES Additional testing beyond those listed will incur Shipment will be made according to quoted lead times additional fees per schedule. after complete order information is received by the factory, inclusive of approval/record type drawings when requested at time or order. Should standard approval drawings be required, they can be mailed 2-3 weeks ARO. All prices are for shipments arriving by truck at Purchaser's site, Mon-Fri, 8AM-5PM_ if ONE PAUWELS DRIVE WASHINGTON,MO 63090 PHONE: 636.239.9300 FAX: 636.239.9398 CG Power Systems USA Inc TERMS&CONDITIONS OF Registered Ofte$Plant: SALE One Pauwels Drive.Washigton,hfissow 63090,USA F:+1 636 239 9300 F:+1 636 299 9M W:www.cggkbW.com 6. CANCELLATION SCHEDULE If an order cancellation occurs,penalties will apply per CG Cancellation Schedule. STATUS SALES PRICE Order Acknowledged 5`k Scheduled • Order Scheduled lock Engineering • Drawings Issued 15`?c Production Control • Final Material Ordered 30% • Schedules Issued To Plant 35% Transformer Production _ • Tank Started 50% Core Started 65% _ • Coil Started 75% • Advanced Assembled Parts 100% (Corr&Coils) • Oven 100% • Tanked 100% • Tested 100% • Final Assembly _ 100% • Dock 100% 5hi d 100% ONE PAUWELS DRIVE WASHINGTON,MO 63090 PHONE:636.239.9300 FAX: 636.239.9398 CG Power Systems USA Inc. Washington,MissouN(USA) Routine Tests DRUM" APISYM E CST.12M Ftew+erte ACCGPW— D '-fort of Teao S aC7lart Care.:a t*dtltarttre ffONWOMOrga See"5 Of as+gym m rta rated vdla0e rap and a a»tap ae-"e Tool Logs WIn t AVMIM ll a dart a"phoma raiBeen sector 6.7 CIn wo raced raaaM commim and m as tM carmcown :0 5+'.s+C!W-g rd R. 40"Ad aecnoean ccenny sacbm 6 At tOD%and t 10% cftmp and a road be¢IRCT -10%d Gnrar+nr MLL A!rand o oNM arra ttarp r at V e ran0 rb4pe tsenadAo a if a III - .anp aid teed teas Secwn 9 0Be lop aedwtrla AM d G rman d Teel LdsOes t73 d CyaaaMeed�J2 Loa Freounty Yests Secaln 10 6 �0111 11"d V~cpeBeLyiat d ptYewy INFO—dav IIIIIII -Ap~.do9a Of t WOM Tarr VeFANW See IEEE C57 t 2 90 LV wb"Tom Yarer -YelaoaA•ad¢ Sltcvorl 10 7 On sM rated.cseaga ownaaot of MUMV 6 temrdry tl+alrpL Sea IEEE C57 12 90 Clww I Po-W TrM sklem"T"M SC Level 2 Wnn rOW v*aae 00 7200 CVCIW -?#/CaWtl Best Ora rviiced vW V toI- by ".a on LrWrr•+19 Mnpiaa Teas 13 a W p11agg M* Cltaf OW-8.e aM Vaftmn e4*- See IEEE C57 72 90 .a+ae rdraa,a w 044rW4 Tart -Ceeaetes rn*Q r a t000vOC o ground See IEEE C57=2 90 �W4 C rnst TraBeb.os s r.Be gw of 2500%=a q,Owttl -0 5%of Catux,saeed Rana OWN*at paiWAy and raft of 4uMq curmt e-m&o ilanderd Lane bW all F.Ey asrrralled r maim to top"R 2#Mr F2 m 5 Mc nt av ar Iot as arftera tenrparavel to 24 ran No Leafs IIIaChartket Cank ntaR7 to tpK& arrd dlVerge. See Remarks Er alMmA.Iinnaisko dwrucas.aoc. 90nueep4h drL' IM or al ao>mBed OW■may dram pop 1 of t CG Powell syslems USA Inc Repot M Oft h PkW Om Pames nrwk VVaslhttyim IYisom 630M u5A I♦1636 239 M F ►1 636 239 9395 W:trtts.txioft Cam C29 S"W sotutrans Strong relitiOrKh ps TEST PRICE SCHEDULE — 2500 WA and Smaller Following list prices shall be respected for best in accordance to the latest ANSI standards at time of quotation: Description Unit Size Unit price each Remarks Full impulse test 2500 kVA and smaller $900 Heat Run Test,OA 1000 kVA and smaller $2400 rating or one rating only* _ Heat Run Test, OA 1500 kVA up to and $2700 rating or one rating including 2500 WA only* _ Heat Run test, each 2500 kVA and smaller $1050 add. FA ratina* Sound level test,one 2500 kVA and smaller $600 ratina ord Sound level test,each 2500 kVA and smaller $400 additional rating ]nRAation P/F test(not 2500 kVA and smaller $200 doble test) Oii Quality test 2500 kVA and smaller $200 Outside lab Per sample Oil DGA test 2500 kVA and smaller $400 Outside lab Per sarnole Short Circuit test 2500 kVA and smaller TO BE REQUESTED Outside Lab Witness testing* 2500 kVA and smaller $750 per day To be sdieduled in advance * Witness Testing or Temperature Rise Testing will add 1-2 weeks to shipment schedule. The controllod copy of this doaooau a kwowd oo the PSUS huranet Site. This copy was primed on 3126115 at 1011 AM AVANTI-iA GROUP COUPANY CC Power SSsiem USA Inc Ow Pauwels Drive,Washington,Missouri 63090,USA T: �- 1 636 239 9300 F:+ 1 636 239 9398 W:wwrw_crgloNixom i Sae+adrpoek Stow reljtw*" WARRANTY TERMS WARRANTY: Company warrants to Purchaser shall terminate. The foregoing shall constitute that the equipment to be delivered to Purchaser the sole remedy of the Purchaser and the sole will be free from defects in material and liability of Company. The Warranty does not and workmanship when used under proper and normal shall not include reimbursement for the expenses use for a period of 12 months after the equipment which may be incurred by Purchaser. Before any is put into service. Not to exceed 18 months from material is returned, Purchaser must contact the date the equipment is delivered (whether by Company, as outlined under Returned Goods. No sale, lease or rental). Organic insulation materials warranty is made with respect to equipment not are sold with the express understanding that manufactured by Company, such being subject their life and fitness for purpose are indeterminate only to warranties made by their respective and largely depend on application and operating manufacturers. Company shall in no event be circumstances and continuing maintenance. responsible or liable for modifications, alterations, Should any failure to conform to the above (or to misapplication or repairs made to its products or any additional warranty contained in the special equipment by Purchaser or others, or for damage conditions of sale set forth in the applicable caused thereto by negligence, accident, product-line price sheet)appear with within one (1) overloading or improper use by Purchaser or year after the date of shipment by Company, the others. Company agrees, upon prompt notification thereof and conformation that the equipment has been THE FOREGOING WARRANTY IS EXCLUSIVE stored, installed, operated and maintained in AND IN LIEU OF ALL OTHER WARRANTIES accordance with recommendations of the WHETHER WRITTEN, ORAL OR IMPLIED Company and standard industry practice, to (INCLUDING ANY WARRANTY ON correct the nonconformity at Company's option MERCHANTABILITY OR FITNESS FOR either by repairing any defective part or parts or by PURPOSE). THE ONLY WARRANTIES OF making available at Company's plant a repaired or MERCHANTABILITY AND FITNESS FOR replacement part. The liability of Company to PURPOSE ARE THOSE EXPRESSED ABOVE Purchaser arising out of the supplying of said AND THERE ARE NO IMPLIED WARRANTIES equipment or its use, whether on warranty, OF MERCHANTABILITY OR FITNESS FOR contract or negligence, shall not in any event PURPOSE. exceed the cost of correcting defects in the equipment as herein provided, and upon the expiration of said one (1) year, all such liability One Pauwels Drive, Washington MO 63090 PH 636-239-9300, FAX 636-239-9398 The a remOM copy of ttrs doomnem is located on the PR S Irwanet Ste. This Copy was priYed an I/15/2015 at 9:31 AM. CG Services Division FIELD SERVICE RATES PRICE SCHEDULES The folowing rates are applicable per each personnel working on behall of CG Services Division. DAILY RATE........................................................ $1,250.00 per day or any part thereof. The daily rate is appivable to all days,inclucirg travel days and days at the job site,whether worked or not. The regular workday is considered to be eight (8) hours. maximum 5 days/ week, Monday thru Friday between 6:00 am.aid 6:00 p.m. HOLIDAY RATE..................................................$1,750.00 per day or any part thereof. This holiday rate is applicable to all US and Canadian holidays that are actually worked(workday). OVERTIME RATE.................................................$225.00 per hour or any part thereof. This overtime rate is applicable to all days and holidays when actual time waked exceeds eight(8)hours. SPECIAL RATE.....................................................$225.00 per hour or any part thereof. Special rate is applicable for any right worts executed between 10,00 p.m. and 6:00 am. unless part of scheduled and agreed might waking shift. SUNDAY RATE......................................................$300.00 per hour or any part thereof. Sunday rate is applicable for any Sunday work executed during all hours. Rates are per person. Tnvrel Tare Travel time shall be bided at$1,250.00 per day to and from the location or site. Travel EMPenae Travel expense shah be Used on achu'al air fare costs. phis 25%. Extra charges for excess luggage*0 be charged. Al hotels, meals and other mist. travel charges wit be based on actual costs plus 25%. gay Tkne Any waiting time when the service engineer is available to work. up to a maximum of eight (8) hours on arty one workday or holiday. will be regarded as time actually waked and will be bled at the applicable rate. Terms of Payment Net 30 days from the date of the invoice. M -A '-IN Al materials(n*idi g rental equipment,tooling,etc.)wd be invoiced at tte full cost plus 25%. Rewsed O&Wi2014 CG Services Division FIELD SERVICE RATES Raspo-WbIllity CG Services cannot accept arty respwm*ft for the wmkmars..* equipment,or materials provided by others. I aurance Catftalla insurance certificams for workmen's compensattim and liability can be provided by CG Services upon suKaient advance ratios. Sdmduling A n**nem of two (2) weeks advance notice and a purchase order desaftV the exact services to be rendered shall be provided to CG Services when scheduling a service engineer. Trannsportaeion Transportation may be arranged by the client tree of charge or will be invoiced at current prices plus 25%, neous Special eWMent, parts or tools are not included in before mentioned prices-please consult CG Services. hrnport" No employee of CG Services is authorized to work on equipment which has not been electrically isolated and 9axWed by the owner or his authorized ageK- Revised 03/072014 2 % _ G c $ t 2 ■ \ � \ ^ k CW § � � t = § 1-1 & § a @j \ c C � ƒ 2 . § \ in 41 . 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