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20180417 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.c ityo fvemon.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 OF Tuesday, April 17, 2018, 09:00 AM C� City Hall, Council Chamber 4305 Santa Fe Avenue y Vernon, California nipUNPIN, p `g Melissa Ybarra,Mayor 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. ELECTION 1. City Clerk A Resolution of the City Council of the City of Vernon, California, Reciting the Fact of the General Municipal Election held on April 10, 2018, Declaring the Result and Such Other Matters as Provided by Law Recommendation: *****NOTE***** This staff report will be updated based on the results from the second Canvassing of the Votes scheduled for Monday, April 16, 2018 at 3 p.m. in Council Chambers. Page 1 Regular City Council Meeting Agenda April 17,2018 A. Find that the proposed actions are exempt from California Environmental Quality Act("CEQA') review, because each is an administrative activity of government that will not result in direct or indirect physical changes in the environment, and therefore do not constitute a"project"as defined by CEQA Guidelines section 15378. Moreover, even if the activity in question were 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 an effect on the environment; and B. Accept the Certificate of Canvass; and C. Adopt a Resolution declaring the results of the General Municipal Election held April 10, 2018, declaring that (name of successful candidate) is elected to the Office of Member of the City Council; and D. Declaring that Measure R is (approved/not approved); and E. Authorize the City Clerk to deliver the Certificate of Election and administer the Oath of Office to (name of successful candidate) April 10_2018_Election_Results_-_Resolution(MC rev.).docx Exhibit A- City Clerk's Certification(Not Final).pdf 2. City Clerk Election of Mayor and Mayor Pro Tempore Recommendation: A. Find that election of Mayor and Mayor Pro Ten-pore do not constitute a"project"pursuant to section 15378(b)(2) of the Guidelines to the California.Environmental Quality Act("CEQA'), because it constitutes an administrative activity that will not result in direct or indirect physical changes to the environment; and even if the proposed actions did constitute a project, they would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Elect one of its members as Mayor; and C. Elect one of its members as Mayor Pro Tempore. PRESENTATION 3. Human Resources Service Pin Presentation for March Recipients Recommendation: None. 2 Page 2 Regular City Council Meeting Agenda. April 17,2018 2018 Service Pin List- March xlsx DISCUSSION AND POSSIBLE DIRECTIVES TO STAFF 4. Public Works Discussion and Possible Directives to Staff from Eco-Rapid Transit and Metro Regarding the Development of a Corridor Transit Oriented Development(TOD) Strategic Plan. Recommendation: A. Find that a presentation from the Eco-Rapid Transit and Metro regarding the development of a Corridor Transit Oriented Development(TOD) Strategic Plan is exempt from California Environmental Quality Act("CEQX)review,because the activity, which is purely administrative in nature, will not result in direct or indirect physical changes in the environment and therefore does not constitute a`project"as that tenn is defined under CEQA Guidelines Section 15378, and even if it were a project, it would be categorical y exempt from CEQA review in accordance with CEQA Guidelines Section 15306, since the presentation and requested input/guidance is for information collection purposes and will not result in a serious or major disturbance to an environmental resource; and B. Review proposed vision statements for the TOD Strategic Plan and provide input/guidance in the development of a vision statement and a City statement. 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. 5. City Clerk Claim for Damages from Marc Anthony Jose Navarro received March 29, 2018 Recommendation: A. Receive and File Claim for Damages - M. Navarro 03.29.18 6. City Clerk Claim for Damages from Mishell Edwards received on April 4, 2018 Recommendation: A. Receive and File Claim for Damages - M. Edwards 04.04.18.pdf 7. City Clerk Claim for Damages from Juan Covarubias received on April 10, 2018 3 Page 3 Regular City Council Meeting Agenda April 17,2018 Recommendation: A. Receive and File Claim for Damages - J. Covarubias 04.10.18.pdf 8. City Clerk Minutes of the Regular City Council Meeting Held April 3, 2018 Recommendation: A. Receive and File City Council Minutes 04.03.18.docx 9. Finance/Treasury Ratification of Warrant Registers to Record Voided Checks Recommendation: A. Ratify the following warrant registers to record voided checks: 1) Public Utilities Account Warrant Register No. 444 to record voided Check No. 512878 in the amount of$37.54. 2) Public Utilities Account Warrant Register No. 452 to record voided Check No. 513084 in the amount of$3,074.79. 2018-04-17 voided checks.pdf 10. Finance/Treasury Approval of General Account Warrant Register No. 1492 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve General Account Warrant Register No. 1492 which totals $1,009,745.70 and consists of the following: 1) Ratification of electronic payments totaling$771,960.44. 2) Ratification of the issuance of early checks totaling$198,139.84. 3) Authorization to issue pending checks totaling$39,645.42. 2018-04-17_general warrant register.pdf 11. Finance/Treasury Approval of City Payroll Warrant Register No. 742 Covering the Period of March 01 through March 31, 2018 Recommendation: A. Approve City Payroll Warrant Register No. 742 which totals $4,209,756.80 and consists of the following: 4 Page 4 Regular City Council Meeting Agenda April 17,2018 1) Ratification of direct deposits, checks and taxes totaling$3,321,996.91 2) Checks and electronic fund transfers (EFT)paid through General bank account totaling $887,759.89 2018-04-17_Payroll Warrant Register.pdf 12. Finance/Treasury Approval of Public Utilities Account Warrant Register No. 457 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Public Utilities Account Warrant Register No. 457 which totals $2,369,284.75 and consists of the following: 1) Ratification of electronic payments totaling$2,314,226.15. 2) Ratification of the issuance of early checks totaling$55,058.60. 2018-04-17_lp warrant register.pdf 13. Finance/Treasury Approval of Gas Account Warrant Register No. 245 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Gas Account Warrant Register No. 245 which totals $306,176.63 and consists of the following: 1)Ratification of electronic payments totaling$295,109.98. 2) Ratification of the issuance of early checks totaling$11,066.65. 2018-04-17_gas warrant register.pdf 14. Health and Environmental Control Department March 2018 Monthly Report Recommendation: A. Receive and File. Health Department Monthly Report- March 2018.pdf 15. Health and Environmental Control Department 2018 Electronic Waste (E-Waste)Recycling Event Recommendation: A. Find that because proposed one day waste collection event at the fire station is an action taken to protect the environment and constitutes normal operations of the fire station, the activity is categorically exempt from the California Environmental Quality Act(CEQA), pursuant to CEQA 5 Page 5 Regular City Council Meeting Agenda. April 17,2018 Guidelines sections 15308 (actions taken to protect the environment), 15323 (normal operations of public facilities) and 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the scheduling of the next City of Vernon E-Waste event for May 29, 2018, at Fire Station#76 at 3375 Fruitland Ave. and related agreement with Arion Global, Inc. for e-waste pick-up and disposal services. Acceptable Items.doc Flyer announcement 2018.doc Service Agreement City of Vernon 2018.pdf 16. Police Department Vernon Police Department Activity Log and Statistical Summary for the period of March 16 through March 31, 2018 Recommendation: A. Receive and file. Police Department Activity Report- 3/16/18 to 3/31/18 NEW BUSINESS 17. Public Utilitie s Approval of Master Power Purchase and Sale Agreement and Collateral Annex Agreement with Southern California Edison Recondation: A. Find that(a)the agreements between the City of Vernon and Southern California.Edison Co. (SCE) are not in reference to a"project"subject to the California Environmental Quality Act ("CEQN)under Guidelines section 15378 because they involve the continuing administrative activity of purchasing power and resource adequacy, and(b)even if this approval were a`Project" subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and B. Approve the Edison Electric Institute (EEI)Master Power Purchase and Sale Agreement and related Amendment by and between the City of Vernon("City') and Southern California.Edison Co. ("SCE'), in substantially the same form as submitted herewith, for the purpose ofbuying and selling power and resource adequacy capacity to or from SCE; and C. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement and related Amendment; and 6 Page 6 Regular City Council Meeting Agenda April 17,2018 D. Approve the Edison Electric Institute (EEI)Collateral Annex and related Amendment by and between the City of Vernon("City') and Southern California Edison Co. ("SCE'), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and E. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Collateral Annex and related Amendment. Exhibit A- EEI Master Agreement.doc Exhibit Al - Amendment to EEI Master Power Purchase & Sale Agreement Cover Sheet (v20180326).docx Exhibit B - EEI Collateral Annex.doc Exhibit B1 - Amendment to the Collateral Annex(Paragraph I0).docx 18. Public Works Approval of the Contract between the City of Vernon and Petrochem Materials Innovation, LLC (PMI)for the Citywide Slurry Seal, Phase V Project, CS-0804 Recommendation: A. Find that the approval of the proposed Citywide Slurry Seal(Phase V)Project at various locations along Vernon Avenue, District Boulevard, Leonis Boulevard and Alameda Street is categorically exempt under the California.Environmental Quality Act(CEQA) in accordance with CEQA Guidelines Section 15301, Existing Facilities,part(c), existing highways and streets, because the project is merely to repair existing streets and involves negligible or no expansion of use beyond that existing currently; and B. Approve and authorize the City Administrator to execute a contract with Petrochem Materials Innovation, LLC for the Material, Delivery and Application for the Citywide Slurry Seal(Phase V) Project, Contract CS-0804, in substantially the same form as submitted herewith, for an amount of $403,845.83; and C. Authorize a 10%contingency of$40,384.58 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. CS-0804 Agreement- Slurry SeaLpdf ORAL REPORTS City Administrator Reports—brief reports on activities and other brief announcements. City Council Reports—brief AB1234 reports, or report on:activities, announcements, or directives to staff. CLOSED SESSION 19. City Attorney 7 Page 7 Regular City Council Meeting Agenda April 17,2018 CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation. Government Code Section 54956.9(d)(2) Number of potential cases: 1 20. City Attorney CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation. Potential retaliation claim by City employee Government Code Section 54956.9(e)(2) Number of potential cases: 1 ADJOURNMENT I hereby certify under penalty of perjury under the laws of the State of California., that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Vernon City Hall, located at 4305 Santa Fe Avenue, Vernon, California, and on the City's website, not less than 72 hours prior to the meeting set forth on this agenda. Dated this 12th day of April, 2018. By: Maria E. Ayala. City Clerk 8 Page 8 City Council Agenda Item Report Agenda ItemNo. COV-36-2018 Submitted by:Matthew Ceballos Submitting Department:City Clerk Meeting Date:April 17, 2018 SUBJECT A Resolution of the City Council of the City of Vernon, California, Reciting the Fact of the General Municipal Election held on April 10, 2018, Declaring the Result and Such Other Matters as Provided by Law Recommendation: *****NOTE***** This staff report will be updated based on the results from the second Canvassing of the Votes scheduled for Monday, April 16, 2018 at 3 p.m. in Council Chambers. A. Find that the proposed actions are exempt from California Environmental Quality Act("CEQA')review,because each is an administrative activity of government that will not result in direct or indirect physical changes in the environment, and therefore do not constitute a`project"as defined by CEQA Guidelines section 15378. Moreover, even if the activity in question were 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 an effect on the environment; and B. Accept the Certificate of Canvass; and C. Adopt a Resolution declaring the results of the General Municipal Election held April 10, 2018, declaring that (name of successful candidate) is elected to the Office of Member of the City Council; and D. Declaring that Measure R is (approved/not approved); and E. Authorize the City Clerk to deliver the Certificate of Election and administer the Oath of Office to (name of successful candidate) Backgroud: On April 10, 2018, a General Municipal Election was held for the propose of electing one (1)member to the City Council for the full term of five (5)years and to submit to the voters of the City of Vernon the following Measure: Measure R: Shall an ordinance be adopted to authorize the levy of a 6%utility users' tax on electricity, gas, teleconn unications, video and water utility services for commerciaVindustrial customers, with exemptions for residential services, raising a total annual amount of$11.9 million for a duration of 10 years after the effective date? As of the closing of the nomination period on January 16, 2018, at 5:30 p.m., William J. Davis and Marlene Elsa Ybarra were the only official candidates. BALLOTS ISSUED: 9 On March 15, 2018, eighty-five (85)vote-by-mail ballots were mailed. Subsequently two (2)ballots were issued to two (2) additional registered voters based on the 15-Day"Close of Registration"deadline. Of these two voters identified/added prior to the close of registration, one (1)ballot was issued as a provisional ballot to the voter; and, one (1)ballot was issued as vote-by-mail. Additionally, two (2)provisional ballots were issued on April 10, 2018 to vote-by-mail voters who came to City Hall to cast their vote, and claimed to have not received their original vote-by-mail ballots in the mail. This brings the total ballots issued by the City to eighty-nine (89). BALLOTS RECEIVED: As of 8 p.m. on April 10, 2018 forty-eight(48)ballots were received. Of the forty-eight(48)ballots received: forty-two (42)were processed for signature verification by the County; thereby leaving a total of six(6)ballots pending signature verification processing. In accordance with California Elections Code Sections 3020 and 4103, the following ballots were received via U.S. Mail- *April 11, 2018 - four(4)ballots *April 12, 2018 - one (1)ballots **Note:Pursuant to the California.Elections Code Section 3020(b), vote-by-mail ballots postmarked on or before the election date and received no later than three days after the election shall be timely cast. The City may also allow ballots received on Friday, April 13, 2018 in accordance with California Elections Code Sections 3020 and 4103. However, due to the time of publication of the agenda packet, and that City Hall is closed on Fridays staff did not have the information in time for publication. The number of ballots received on Friday, April 13, 2018, if any, will be provided as an update to this staff report no later than Monday, April 16, 2018,by the close of business. BALLOTS CANVASSED: On April 10, 2018 after the close of the Election at 8 p.m. forty-two (42)ballots were canvassed. The Semi-Final results are as follows: COUNCILMEMBER SEAT William J. Davis:24 Marlene Elsa Ybarra: 18 Undervote:0 Overvote:0 MEASURE R Yes:26 No: 13 Undervote:3 Overvote:0 Any and all outstanding and processed ballots will be canvassed on Monday, April 16, 2018 at 3 p.m. in Council Chambers. The City of Vernon, in accordance with State elections laws has noticed the final canvassing to take place on Monday, April 16, 2018 in City Hall Council Chambers so as to account for any and all eligible vote-by-mail ballots received within this time frame. The final official election results will be announced at the City Council meeting on Tuesday, April 17, 2018. Fiscal cal Impact: 10 None. ATTACHMENTS • ApH 10_2018_Election_Resuhs_-_Resolution(MC rev.).docx • Exhibit A- City Clerk's Certification(Not Final).pdf 11 RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON, CALIFORNIA, RECITING THE FACT OF THE GENERAL MUNICIPAL ELECTION HELD ON APRIL 10, 2018, DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW WHEREAS, a General Municipal Election was held and conducted in the City of Vernon, California, on Tuesday, April 10, 2018, as required by law; and WHEREAS, pursuant to Ordinance No . 1201, the election was conducted entirely by vote-by-mail ballot pursuant to Section 4000, et seq. , of the Elections Code of the State of California; and WHEREAS, notice of the election was given in time, form and manner as provided by law; and WHEREAS, an election officer was appointed, vote-by-mail ballots were properly sent to all registered voters, and in all respects the election was held and conducted, the votes were cast, received and canvassed, and the returns were made and declared in the time, form and manner required by the City Charter and the Elections Code of the State of California; and WHEREAS, the City Clerk canvassed the returns of the election and has certified the results to the City Council, which certification and results are received, attached and made a part 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 12 that this action is exempt from California Environmental Quality Act (CEQA) review, because it is an organizational or 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 . Moreover, even if the activity in question were 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 : One (1) voting precinct was established for the purpose of holding said Election, consisting of the regular election precinct in the City as established for the holding of State and County elections . SECTION 4 : The whole number of vote-by-mail voter ballots legally cast in the City for the General Municipal Election held on April 10, 2018, was , with provisional ballots cast . SECTION 5 : The names of the persons voted for at the General Municipal Election for the office of member of the City Council, in order as they appeared on the official ballot, are as follows : William J. Davis Marlene Elsa Ybarra SECTION 6 : The following are declared to be the results of said General Municipal Election for the office of member of the City Council : William J. Davis votes Marlene Elsa Ybarra votes 13 2 - Section 7 : The City Council of the City of Vernon hereby declares that , was elected as member of the City Council for the full term of five (5) years . SECTION 8 : The City Clerk shall immediately make and deliver to the person so elected a Certificate of Election signed by the City Clerk and authenticated. SECTION 9 : The City Clerk shall also administer to the person elected the Oath of Office prescribed in the Constitution of the State of California and shall have them subscribe to it and file it in the Office of the City Clerk. The person so elected shall then be inducted into the respective office to which he/she has been elected. SECTION 10 : The measure voted upon (Measure R) at the April 10, 2018, General Municipal Election was as follows : MEASURE R: Shall an ordinance be adopted to authorize the levy of a 6% utility users' tax on YES electricity, gas, telecommunications, video and water utility services for commercial/industrial customers, with exemptions for residential services, raising a NO total annual amount of $11 . 9 million for a duration of 10 years after the effective date? SECTION 11 : The number of votes given in the one voting precinct in the City for and against the measure are as listed in Exhibit A attached hereto . 14 3 - SECTION 12 : The City Council does declare and determine that, as a result of the General Municipal Election, a simple majority of the voters voting on Measure R did [did not] vote in favor of the measure, and the measure was carried [was not carried] , and shall [not] be deemed approved and adopted. SECTION 13 : The City Clerk shall enter on the records of the City Council of the City, a statement of the result of the election, showing: (1) The number of ballots cast in the City; (2) The names of the person voted for; (3) For what office the person was voted for; (4) The number of votes given to the person; (5) The measures voted upon; and (6) The total number of votes given in the City for and against the measures . 15 - 4 - SECTION 14 : The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, of the City of Vernon shall cause this resolution and the City Clerk' s certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of April, 2018 . Name : Title : Mayor / Mayor Pro-Tem ATTEST : Maria E . Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney 16 5 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E . Ayala, 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, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of April, 2018, at Vernon, California. Maria E . Ayala, City Clerk (SEAL) 17 6 - EXHIBIT A 18 EXHIBIT A-1 r<Gd1t£LT lr''4��~ CITY OF VERNON — GENERAL MUNICIPAL ELECTION HELD APR�ko 2 18 CITY CLERK'S CERTIFICATION OF CANVASS O I, Maria E. Ayala, City Clerk of the City of Vernon, County of Los Angell e State of California, do hereby certify that I have canvassed the returns of the General Municipal E cti�n held on April 10, 2018, and find that the number of votes cast were as fo Total Registered Voters: 87 Ballots Received: Total Votes Turnout: Councilmember Seat William J. Davis MXene Elsa Ybarra Undervotes Overvotes April 10, 2018 (Semi-final Canvassing) 24 18 0 0 April 16, 2018 (Final Canvassing) Total Votes Canvassed Maria E. Ayala, City Clerk Dated: 19 Page 1 of 2 EXHIBIT A-2 r<Ld1t£LT lr''4��~ CITY OF VERNON — GENERAL MUNICIPAL ELECTION HELD APR�ko 2 18 CITY CLERK'S CERTIFICATION OF CANVASS O I, Maria E. Ayala, City Clerk of the City of Vernon, County of Los Angell e State of California, do hereby certify that I have canvassed the returns of the General Municipal E cti�n held on April 10, 2018, and find that the number of votes cast were as fo Total Registered Voters: 87 Ballots Received: Total Votes Turnout: Measure R YES N Undervotes Overvotes April 10, 2018 (Semi-final 26 13 3 0 Canvassing) April 16, 2018 OOP (Final Canvassing) Total Votes Canvassed Maria E. Ayala, City Clerk 0�p Dated: 20 Page 2 of 2 City Council Agenda Item Report Agenda ItemNo. COV-43-2018 Submitted by:Matthew Ceballos Submitting Department:City Clerk Meeting Date:April 17, 2018 SUBJECT Election of Mayor and Mayor Pro Tempore Recommendation: A. Find that election of Mayor and Mayor Pro Tempore do not constitute a"project"pursuant to section 15378(b)(2) of the Guidelines to the California Environmental Quality Act("CEQA'),because it constitutes an administrative activity that will not result in direct or indirect physical changes to the environment; and even if the proposed actions did constitute a project, they would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Elect one of its members as Mayor; and C. Elect one of its members as Mayor Pro Tempore. Backgroud: Chapter 3.5 of the Vernon Municipal Charter requires the City Council to elect a Mayor at this meeting: "At the Council meeting at which any Council member is installed following a regular municipal election, ... the City Council shall meet and shall elect one of its members as Mayor. The Mayor shall be the presiding officer of the City Council The Mayor shall be a member of the City Council for all purposes and shall have all the rights, powers and duties of a member of the City Council in addition to those powers and duties conferred upon the Mayor by virtue of his or her office. The Mayor shall be the official head of the City for all ceremonial purposes. The Mayor shall perform such other duties consistent with the Office of Mayor as may be prescribed by this Charter or as may be provided by the City Council..." Chapter 3.6 of the Vernon Municipal Charter similarly requires that the City Council select a Mayor Pro Tempore at this meeting: "At the time that a Mayor is selected, the City Council shall also designate one of its members as Mayor Pro Tempore. The Mayor Pro Tempore shall serve in such capacity at the pleasure of the City Council and may be removed by a majority vote of the members of the Council. The Mayor Pro Tempore shall perform the duties of the Mayor during the Mayor's absence or disability." Fiscal Impact: None. ATTACHMENTS 0 21 City Council Agenda Item Report Agenda Item No. COV-49-2018 Submitted by:Veronica Avendano Submitting Department:Human Resources Meeting Date:April 17, 2018 SUBJECT Service Pin Presentation for March Recipients Recommendation: None. Backgroud: 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. ATTACHMENTS • 2018 Service Pin List- Marchxlsx 22 2018 SERVICE PIN LIST MARCH ANNIVERSARY EMPLOYEE'S NAME DEPARTMENT TITLE D.O.H YEARS Paul Cerda k. Police Pol i ce Off i cer 3/29/1998 20 Phillip M. Swinford Police Pol i ce Off i cer 3/17/1998 20 Gabriel Aldrete Public Utilities Sr.Water M ai ntenance Worker 3/10/2003 15 Alexy Escobedo Police Pol i ce Off i cer 3/10/2008 10 Rafael Lando Police Pol i ce Off i cer 3/24/2008 10 Cindy Gaytan Finance Risk Management Assistant 3/11/2013 5 Zaynah N. Moussa ICity Attorney ISenior Deputy City Attorney 3/18/2013 5 23 City Council Agenda Item Report Agenda Item No. COV-44-2018 Submitted by:Anthony Zarate Submitting Department:Public Works Meeting Date:April 17, 2018 SUBJECT Discussion and Possible Directives to Stag' from Eco-Rapid Transit and Metro Regarding the Development of a Corridor Transit Oriented Development(TOD) Strategic Plan. Recommendation: A. Find that a presentation from the Eco-Rapid Transit and Metro regarding the development of a Corridor Transit Oriented Development(TOD) Strategic Plan is exempt from California Environmental Quality Act("CEQN)review, because the activity, which is purely administrative in nature, will not result in direct or indirect physical changes in the environment and therefore does not constitute a`project"as that term is defined under CEQA Guidelines Section 15378, and even if it were a project, it would be categorical y exempt from CEQA review in accordance with CEQA Guidelines Section 15306, since the presentation and requested input/guidance is for information collection purposes and will not result in a serious or major disturbance to an environmental resource; and B. Review proposed vision statements for the TOD Strategic Plan and provide input/guidance in the development of a vision statement and a City statement. Backgroud: The West Santa Ana Branch Transit Corridor connects distinct communities that share a common desire to provide safe, walkable and compact neighborhoods around their station with a mix of uses that builds on the unique character of each station area and results in equitable, sustainable, interdependent economic vitality. City stafi'has been working with Eco-Rapid Transit and Metro to develop a Corridor Transit Oriented Development (TOD) Strategic Plan. Over the last several months, multiple meetings have been held with stakeholders. Subsequently, vision statements have been drafted. Eco-Rapid Transit is now tasked to review the project and statements with each city. This will give cities, including the Vernon City Council, an opportunity to review and be involved in the early development of the plan. As part of this process, Eco-Rapid Transit and Metro will present an overview to the City Council and provide the Council an opportunity to participate and assist in the development of a vision statement and a City statement. The Eco-Rapid Transit Board has met with City staff and is now seeking guidance from the City Council. Fiscal cal Impact: None. ATTACHMENTS 24 CLAIM FOR DAMAGES RESERVE FOR FILING STAMP TO PERSON OR PROPERTY CLAIM No. INSTRUCTIONS 1. Claims for death,injury to person or to personal property must be filed not later than six(6)months after the occurrence. (Gov. Code Sec 9112) 2. Claims for damages to real property must be filed not laterthan one(1)year after the occurrence. (Gov.Code Sec 911.2) 3 Read entire claim 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. 6. Attach separate sheets, if necessary,to give full details. SIGN EACH SHEET 7 Claim must be filed with City Clerk. (Gov Code Sec.915a) TO: CITY OF VERSION CITY COUNCIL N hF of Claimant e 1A Age o a mant ( natura person) Home TelpNne NumBer usiness Address of CiaimantCity and State Business Telephone Number Give address to which you desire notice - ,nmunications to bekergAij&Wing this claim- How did DAMAGE or INJUkRY occur? Gii]v`e fu11 parti4cu la1 rs.yy ,1,7 J lli Y 1J1 fL I5 # �. 14V4 toI1 1. ti Y-�_ nffv,. Nip No Mar v 1( i I n Oid t S D,�NAC J� �N�R occur'? i e+ f I rti�'il�� [.date. Hme of day. etc_: * . (,� 3 I (C . 5() ' ram• Where did DAMAGE or INJURY occur? Describe fully,and locateondi qrarn ug reverse sideofahissheet. where approximate, give street names and address and measurements Iforri !aiiuri wks �°Ic�� 1NAShjn9tdn �lUd , n GA q-W What particu CTorOMISSIONdoyouclaimcausedtheinjuryordamage? Givenamesof Cityemployees, if any, causingthe injury or damage, if known: P0+ 1 0 t • CL-Arq t) What DAMAGE or INJURIES do you claim resulted? Give full extent of injuries or damages claimed: �evtYt, ben i n5 lire n nm. C�, a r �Q�� . WhatAMOUNTdo you claim of each item of injury ordamageasof date of presentation ofthisclaim, giving basis of computation: 3 M - 5? I GAS{- 0� f?Q-W r'7 I')'��I �fa•47� �t 4� r �0y) ., ` 2S. so Give ESTIMATED AMOUNT as faras known you claim on account of each item of orosoective injury or damage.givmg basis of computation: 25 Were you insured at the time of the incident?If so,provide name of insurance company,policy numbers and amount of Insurance payments received- r I J LJ � A N rI Expenditures made on account of accident or I jury: (gate-item} (Amount) Name and address of Witnesses, Doctors and Hospitals READCAREFULLY For all accident claims place on following diagram names of streets, including North, East South, and West: indicate place of accident by"X"and by showing house numbers or distances to street comers If City Vehicle was Involved,designate by letter"A"location of City vehicle when you first saw it,and by"B"location of yourself or your vehicle when you first saw City vehicle; location of City vehicle at time of accident by"A-1"and location of yourself or your vehicle at the time of accident by"8 1"and the point of Impact by"X" NOTE If diagrams do not fit the situation, attach hereto a proper diagram signed by claimant. FOR AUTOMOBILE ACCIDENTS FOR OTHERACCIDENTS IDEWALK CUR61 Pnigx W AY SIDEWALK �s l rF I declare, under penalty of perj ury, that the foreg oin , includin g a ny attachlrnents, is true and correct TypedlPrinted Name: y�( BIgnature of Claimant or person filing an hlsfier behalf giving Datef mm � j J� torelahanshiPtoCkaiman Mr/ z 1'i� �'L L�If � 26 NOTE ALL CLAIMAN T S mw%Y BE REQUEST$p TO BE E7(AhFiNED GF*FALSE CLAIM IS A FELONY JCAL PEN CODE SEC 72) CLAIMS MUST BE FILED W►rH CITY CLERK(GOV CODE%C.916o).STAVE LAW PRCMLIES THAT IF YOU ARE NOT NOTIFIQ OF ANY ACTION BY THE CITY OF THIS CLAIM WITHIN 45 DAYS OF FILING THEN THE CLAIM*DEEMED DENIED(SEE GOV CODE SEC 911 B&B12 4) R-!V4,16 M o T o R 2025 S. FIGUEROA ST. LOS ANGELES, CA 90007 VILLAGELA WHOLESALE E DIRECT WHOLESALE DIRECT LINE CHRYSLER - DODGE - JEEP - RAM (213) 477-1842 www.motorvillagela.com This part(s)is sold as is. The only warranties applying to this perils)are those which may be offered by the manufacturer(s).The selling dealer hereby expressly disclaims all warranties, either express or implied, including any implied warranties of merchantability or fitness for a particular purpose, and norther assumes nor authorizes any other person to assume for it any liability in connection with the sale of this partisl andfor service. Buyer shall not be entitled to recover from the selling dealer any consequential damages, damages for property, damages for loss of use, loss of time, loss of profits, or income, or any other incidental damages. In addition, expressly excluded is any dealer liability or defects pertaining to safety or performance by way of'Strict Liability,' negligence or otherwise. 169934 ELECTRICAL, SPECIAL ORDER PARTS ARE NOT RETURNABLE POSITIVELY NO REFUNDS OR EXCHANGES WITHOUT THIS DOCUMENT. ALL SPECIAL ORDERS MUST BE PAID FOR IN ADVANCE AND ARE NON-RETURNABLE. NO REFUNDS AFTER 5 DAYS- 20% RESTOCKING CHARGES ON ALL RETURNS. ABSOLUTELY NO RETURNS ON ELECTRICAL PARTS, PAINTED SHEET METAL, TORN, DEFACED OR OPENED PACKAGING. NO CASH REFUNDS. DATE ENTERED 'YOUR ORDER NO. DATE SHIPPED INVOICE DATE INVOICE 28 MAR 1 28 MAR IS NUMBER 169934 TIME: 10 : 14_ .—_ S ACCOUNT NO. 99991 S PAGE 1 OF 1 o MARC ANTHONY JOSE NAVARRO H L I D p ANTHONY JOSE + T 01i T 0 0 . V A ;L 2 INN E C CASR ILCIS ANGELES CA PART NO, RAN DESCRIPTION OFF k3ST MET AMOUNT 1 1 0 1726135AB 327C WHEEL ], 106 . 00 106 . 00 106. OG MAR 7 �i�ute�i! S 140URS-7 : 00AM-GPM SON-FRI BAM-4PM SAT WE, CARLOS, NESTO , FRANCISCO, ARTS 106 . 00 EDDY, FERNANDO, N L, & ENRIQUE SUBLET TRANK YOU FOR YOUR 2RONAGE! : ! FREIGHT D , 00 STORE WEBSITE-www.mot a.C01:1 SALES TAX 10 . 07 TOTAL 114 . 07 27 y h MIOR VILIME LA YVb S FIUkfmA 05 MGLUS. CA 9Kv? 213-477-1M 4&A6512IM aalvnt ID: 4&TA 12AM lark ID: 732 Sale mumom iSR Enh Method: Sdaed )tal: 116.07 Me 11:15:05 A WO Naar Code: C513 WA Online htchd: 99 R "tom,- I*pv Iw m YOu! COIF MAIN! 28 American Tire Depot Downey 8041 Fif estone Blvd PAGE I DOWNEY,CA 90241 (562)862-9925 Create Date: 03M8118 11:09:52 Customer ID: 0131008M Year: is Date/Time: 03128/18 11 A 5:46 Name: MAR Make: Fiat Work Order 8: 31403 Address: Model: 500 c Pop Invoice� 131014569 Address 2: Lic No: 7TPU261 City,State,Zip Code: VIN: Email Address: n Home Phone: =mm�� Color. PO Number. Work Phone: 0- Engine: L4-1388cc-83ci FleeUWholesale: N Other Phone: 0- Mileage Im 24973 Tax Exempt f: Mileage Out: 24973 EPA 9: CAL000404356 BAR X: ARD280633 Salesperson:A.Ganda Service convents: REC REPLACING FRONT STRUTS DUE TO RIF LEAKING Tire Information TIRE PRESSURE:LF 3A_RF 35 LR_5 RR_&SPARE 0 TREAD DEPTH:LF&/32 RF rLr32 LR__5_/32 RR_5_132 SPARE Q/32 BRAKE PAD THICKNESS: LF RF LR RR REVISED ESTIMATE AUTHORIZATION(S): AUTH BY CONTACT. MARC NAVARRO ADD_AMT. 2550 DATE: 03-28-18 TIME: 11:14 AM PREVIOUS EST: 0 00 REV EST 2550 Work Authorized: TIRE Qty. Part Ft RFR_ Loa Desyi Lion Parts Labor Total Tire InllaUon:Not Available Torque:Not Avadabie 1 LT LABOR-TIRE 0.00 2000 20.00 MOUNT AND BALANCE R/F TIRE ONTO NEW WHEEL_ 1 WTD8918 21060 TPMS SNAP IN VALVE VS950 5.00 0.00 5-00 ' Customer Wishes To Discard Old Parts CREDIT CARD*: XXXX-XXXX-XXXX-8186 APPROVAL N :DEBIT TICKET 9 APPLABEL:US DEBIT AID: TVR:8080048000 LAD:0601GA03A02000 TSI:6800 ARQC:5481214A7A619E87 ARC:00 CVM:P SEE NEXT PAGE 29 Thanks for your business. INVOICE INVOICE American Tire Depot Downey INVOICE INVOICE American Tire Depot Downey 8041 Firestone Blvd PAGE 2 DOWNEY,CA 90241 (562)862-9925 Create Date. 03/28/18 11 D9 52 Customer ID: 01310OMS Year: 15 Date/Time: 03/28/18 11:15A6 Name: MARC NAVARRO Make, Fiat Work Omer#: 31403 Address: Model: 500 c Pop Invoice#: 131014559 H Pho I No: 7TPU261 V IN: Email Address: n ome ne: Color. PO Number: Work Phone: 0 Engine: L4-1366cG83ci FleetlWhoiesale: N Other Phone: 0- Mileage In: 24973 Tax Exempt it. Mileage Out: 24973 EPA# CAL000404356 BAR#: ARD280633 Salesperson:A.Garcia ott f. Part# RFR Loc Descr}ptlon Parts Labor Total C1:51Pmer Signature — — - X Thank you for your PAY AMOUNT PARTS TOTAL 5.00 business. DEBIT 2550 SALES TAX 050 LABOR TOTAL 2000 ALL PARTS ARE NEW UNLESS TECH:004745-0.00 CARLOS E GRAND TOTAL 25.50 OTHERWISE SPECIFIED 30 Thanks for your business INVOICE INVOICE American Tire Depot Downey INVOICE INVOICE 4 � 'f � t r ��: � y t J � ' AL-faw. Maid OP V..L7 0, ik _AL 'Itr �a..�'�..}Fl #rim - 3 ,.. � #' *�{ �s+•� A;� � ` -�';� +Y � ��' }�# ~ __ ~Y-` - { +• � - t �.� Fes'. i _ , •'�. '� '• n�y *� - �. i T'4 . �' -i` •� Via- �" _ �� ; v..- -- + } r } Jo ' - r t Of jp "' +l•. � } "' _ - - ..:_'�,. � fir, ' - f f v _ iop 33 r CLAIM FOR DAMAGES RESERVE FOR FILING STAMP TO PERSON OR PROPERTY CLAIM No. ..._� INSTRUCTIONS CiOU CITY CLERK'S(I ICE 1. Claims for death,injury to person or to personal property must be filed not later than six(6)months after the occurrence. (Gov. Code Sec.9112) PE4EIUED 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 claim before filing. APR4 8 P i12-34:46 4. See page 2 for diagram upon which to locate place of accident S_ This claim form must be signed on page 2 at bottom. 6. Attach separate sheets, if necessary, to give full details. SIGN EACH SDI EE1. 7. Claim must be filed with City Clerk. (Gov.Code Sec.915a) TO: CITY OF VERNON CITY COUNCIL Name of Claimant g ant natural person f H '4B1 usiness Address of Claimant � i�an�a#e t3usiness Telephone Number • - i Give address to which you desire notices or communications to be sent regarding this claim: HDw did DAMAGE or INJURY occur? Give full particulars. r , oO When did DAMAGE or INJURY occur? Give full particulars, date, time of day, e:c. Where did DAMAGEor INJURY occur? Describe fully,and locateon diagram on reverse side of this sheet, where approximate. give street names and address and measurements from landmarks: Gib /�✓ uN What particularACT or OMISSION doyou claim caused the injuryordamage? Give names of City employees, if any, causing the injury or damage, if known: A4V Tim What DAMAGE or INJURIES do you claim resulted? Give full extent of injuries or damages claimed: WhatAMOUNTdo you claim of each item of injury ordamage as of date of presentation of this claim, givingbasisof computation: .2'e--/- - 1/—/ lez` +. e Give ESTIMATED AMOUNT as faras known you claim on account of each item of prospective injury or damage,giving basisof computation: 0 -J17 34 Were you insured at the time of the incident?If so,provide name of insurance company, policy numbers and amount of insurance payments received: A/19 Expenditures made on account of accident or Injury: (Date-Item) (Amount) Name and address of Witnesses, Doctors and Hospitals: //A READ CAREFU LLY For all accident claims place on following diagram names of streets, including North,East.South, and West: indicate place of accident by"X"and by showing house numbers or distances to street comers. If City Vehicle was Involved,designate by letter A"location of Cityvehicle when you first saw it,and by"B"location of yourself or your vehicle when you first saw City vehicle: location of City vehicle at time of accident by'A-l'and location of yourself or your vehicle at the time of accident by"81"and the point of Impact by"M NOTE If diagrams do not fit the situation, attach hereto a proper diagram signed by claimant. FOR AUTOMOBILE ACCIDENTS 7 FOR OTHER ACCIDENTS LZ— — :::ALK cUFEel . CUReN PARKWAY SIDEWALK INV I rF declare, under penalty of perjury, that the foregoing, including any attachments, is true and correct. TypedlPrinted Name: Signature of Claimant or person filing on hisfher behalf,giving fiii" :�/S/ 'n��l� ��, � relatia hip Claim nt; �� 35 fi/ NOTE:ALL C4A IMANT$MAY$p r:Ieoup-stED TO Firm ffXAUrN-r=D AS TO THEIR CLA3M UNDER OATH.PRESENTATION OF A FALSE CLAIM 1S A FELONY(CAL PEN.CODE SEC 72). CLAIMS MUST BE FILED W ITH CITY CLERK(GOV.CODE SEC.915a).STATE LAW PROVIDES THAT IF YOU ARE NOT NOTIFIED OF ANY ACTION BY THE CI Y OF THIS CLAIM WITHIN 45 DAYS OF FILING THEN THE CLAIM IS DEEMED DENIED(SEE GOV.CODE SEC.911 6&912 4) Rev.B141% 4/3/2018 Mishell Edwards_#02_Tire Blow-out(03.27.2018 at 5.18AM).jpg x 'i ia 43-� 36 https://ma il.google.com/ma it/u/01#inbox/1628d fl e9502bcfl?projector=l&messagePartld=0-1 111 Webb`s Auto and Truck Services INVOICE 2146 South Atlantic Blvd. 18185 Commerce, CA. 90040 � # Phone: 323-268-1266 Fax: 323-268-1287 BAL ,D 12 203 & TRUCKSE Invoice from History Work Completed: 03127r2018 Date.0312712018 £AWARDS, MICHELLE 2017 Chevrolet-Volt Premier- 1.5L, ICI-Line4 (91C1)VI N(5) Lic# : 31817 Odometer In : 31815 Part description /Number City Sake Ext Labor Description Ext WHEELWEIGHT 1.00 1.50 1.50 TIRE INSPECTION n;r, Kw CUSTOMER REQUESTS TIRES BE INSPECTED TIRE DISPOSAL FEE 1.00 3.50 3.50 TIRE MOUNT/BALANCE 7D MOUNT AND BALANCE TIRE MICHELIN ENERGY SAVER A/T 1.00 190.69 190.09 [Discount]10.0(rk off parts, 10.00%off labor DOT#M338001X4117 Size: 215/5M 17 11674 U O 10 •--1 � Ss �88 !° e0 org.Estimate 249_+41 Revislorw 0.0 Curnan[Estimate 249.41 _ Labor: 34,50 Parts, 196,69 Discount: -23.02 SubTotal: 207.17 Ta)C 17,30 Total: 224.47 1 Pevmenta-Vles• 224.17 Bar Dud; $0.00_ _ _ Vehicle Received:3/27/2018 Customer Number'5403 I nare7y aut?Wze the ebove repair work to he done along x11h ina necessary mater�a I a,.�;hereby grant you and/or your employees permission to operate the car or truck herein described on street,highways or elsewhere for the purpose to testing and/or inspection. In the even of a teardown for Inspection,I understand that my vehicle will be reassebled withing_days of the date shown above,unforeseen complications not withstanding. If I choose not to authorize recommended repairs,the orginal diagnostic charge will be applied. No claims will be entertained for Ings,scratches,or dents unless I specify a once-over with the&Mee writer prior to leaving the vehicle. I also authorize any sublet repairs that you deem necessary. CUSTOMER ACKNOWLEDGES RECIEPT OFA COPY HEREOF,SUBJECT TO CONDITIONS ON REVERSE SIDE OF THIS CONTRACT. PLEASE READ REVERSE SME ALL PARrSAK NEW UNLESS SPECIFIED OTHERWISE ALL PARST REMOVED WILL BE DISCARDED UNLESS OTHERWISE WSTRUCTED SAVE)6)ISCARD Date 37 } } Visit us on the weiti: 4W .Wabbsautaandlrucl,.corn Cur ErnallAdd�ess- service@webbsautoendtruck.com Sarvlra Advisor; Rood,Dshe. Teen: Page 1 of 1 QopyVt ter 20181AId1erl Repair rrtonnellon Company,LLC h0n 9.1&17d !awls. Mishell Edwards_#01_Tire Blow-out(03.27.2018 at 5 18AM).jpg #' �►, * Y 38 https:Ilmail.google.comlmail/u/01#label/Mishell+Edwards]16271 eG4l6c3G353?projector=l&messagePartld=0.1 1/1 Webb's Auto and Truck Services INVOICE 2146 South Atlantic Blvd. 18185 Commerce, CA. 90040 Phone: 323-268-1266 Fax: 323-268-1287 BAR#ARD00236129 ((UTO A r,50)00 EPA#000065203 Invoice from History Work Completed : 03/27/2018 Date:03127/2018 EDWARDS, MICHELLE 2017 Chevrolet-Volt Premier- 1.5L, In-Line4 (91 Cl)VIN(5) Lic# : 31817 Odometer In : 31815 �3 'art Description /Number Qty Sale Ext Labor Description Ext WHEEL WEIGHT 1.00 1.50 1.50 TIRE INSPECTION n(c 14W CUSTOMER REQUESTS TIRES BE INSPECTED TIRE DISPOSAL FEE 1.00 3.50 3.50 TIRE MOUNT/BALANCE 34-50 TD MOUNT AND BALANCE TIRE MICHELIN ENERGY SAVER A/T 1.00 190.69 190.69 [Discount] 10.00%off parts, 10.00%off labor DOT#M3380OIX4117 Size: 2151501R17 11674 I§3 CQ Y 1Y 1$y T A L¢.1 ao L 1101 m Drg. Estimate 249.41 Revisions D-DO Current Estimate 24941 Labor. 34,50 - - Parts: 195.69 Discount: -23.02 S ubTota I: 207,17 Tax: 17.30 Total: 224.47 Payments-Visa-$224.471 _ _ Bal Due: $0.0 0 Jehicle Received:3/27/2018 Customer Number:5403 I hereby authorize the above repair work to be done along with the necessary material and hereby grant you and/or your employees permission to operate the car or truck herein described on street,highways or elsewhere for the purpose to testing and/or inspection. In the even of a teardown for inspection.I understand that my vehicle will be reassebled withing_days of the date shown above.unforeseen complications not withstanding_ If I choose not to authorize recommended repairs,the orginal diagnostic charge will be applied. No claims will be entertained for ings,scratches,or dents unless I specify a once-over with the srvice writer prior to leaving the vehicle. I also authorize any sublet repairs that you deem necessary. CUSTOMER ACKNOWLEDGES RECIEPT OF A COPY HEREOF,SU6IECTTO CONDITIONS ON REVERSE SIDE OF THIS CONTRACT. PLEASE READ REVERSE SIDE. ALL PART NEW UNLESS SPECIFIED OTHERWISE ALL PARST REMOVED WILL BE DISCARDED UNLESS OTHERWISE INSTRUCTED_SAVE)<DISCARD �1�2�/d 39 Date_ Visit us on the b Wsbbsautoandtruck coin Our Email Address: serWce@webbwutoondLruck.com Service Advisor: Rood,Dane, T**h; Page 1 of 1 Copyright(c)201 a MitcW I R"ir IMornmbw Company-LLC invhrs 915.17d 4WO18 Romeo Systems,Inc.Mail-VemonlBandini Pothole 1 i Click to Download IMG-9724.MQV 0 bytes Warmest Regards, Mishell Edwards Steven Vera<stevenvera@romeopower.com> Thu, Mar 29, 2018 at 11:25 AM To:VRoddguez@ci.vemon.ca.us Cc: Mishell Edwards<mishell@romeopower.com> Good Morning Vince Rodriquez, I am sending this information is reference to my co-worker Mishell Edwards Road Hazard. I am attaching the video of the pot-hole, (2)photos of her tire damage (1)tire repair receipt. Mishell Edwards (415)933-0933 mishell@romeopower.com Forwarded message From: Rodriguez,Vince<VRodriguez@ci.vemon.ca.us> Date: Thu, Mar 29, 2018 at 5:13 AM Subject: Request To: "mishell@romeopower.com"<mishell@romeopower.com> Cc: "Melendez, Ussette"<LMelendez@ci.vemon.ca.us> Good Morning, Can you please give me a call to discuss your incident. I would like to pinpoint the exact location.Thank you. Nature of the Problem: Pot Holes or Street Maintenance Brief Description: 03/28/2018 At 5:18 A.M., I was taking exit 17B from the 710 North, as 1 was exiting on the far right late onto Bandini Blvd. under the underpass there is a very large pothole,that gave me a a gash into my tire. Location: Exit 17B from the 710 North, as I was exiting on the far right late onto Bandini Blvd. under the underpass Vincent A. Rodriguez Project Engineer, City of Vernon Department of Public Works 4305 Santa Fe Avenue Vernon, CA 90058 (323)583-8811 x220 CONFIDENTIALITY NOTICE:This e-mail transmission, and any documents,files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering It to the intended recipient, you are hereby notified that any disclosure,copying,distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. 40 [Quoted text hidden] https:llmail.google.comlmaillul0l?ui=2&ik=77c7bO7280&jsver-A8g5XInl WAB.en.&view=pt&search=inbox&th=162878bfge294eO6&simI=1627l eO4l6r-3r-353&simI= 4/3/2018 Romeo Systems,Inc.Mail-Vemon/Bandini Pothole I ORO M EO Mishell Edwards <mishell@romeopower.com> I POWERTECHNOLOGY Vernon/Bandini Pothole 8 messages Mishell Edwards <mishelledwards@gmail.com> Thu, Mar 29, 2018 at 6:09 AM To: Mi Jung Edwards<mishell@romeopower.com> Download Attachment Available until Apr 28, 2018 Click to Download IMG_9724.MOV 0 bytes Warmest Regards, Mishell Edwards Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 at 10:53 AM To: Steven Vera <stevenvera@romeopower.com> ...... .. ... ....... .........._..... MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWERTECHNOLOGY 0 Q 9 a G• 41 [Quoted text hidden] https://mail.google.com/maiUu/Ot?ui=2&ik=77c7b07280&jsve---A8g5Xlnl WA8.en.&view=pt&search=inbox&th=162878bf9e294e06&sim1=1627le04l6c3c353&siml: 4/3/2018 Romeo Systems, Inc.Mail-VemonBandini Pothole 3 attachments Mishell Edwards #01_Tire Blow-out(03.27.2018 at 5.18AM).jpg 91K w 5 { Mishell Edwards_#02_Tire Blow-out (03.27.2018 at 5.18AM).jpg } 116K Mishell Edwards_#03_Tire Blow-out Receipt(03.27.2018 at 5.18AM).pdf 81K Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 at 11.29 AM To: zachary.edwards@ff.com, Mishell Edwards<mishelledwards@gmail.com>, A Zach A Opu <matthew_logan69@hotmail.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY 0 Q 9 G• W Forwarded message From:Steven Vera<stevenvera@romeopower.com> Date: Thu, Mar 29. 2018 at 11:25 AM Subject: Fwd: VemonBandini Pothole [Quoted text hidden] 42 3 attachments htos:llmail.google.com/mail/ul0nui=2&ik=77c7b07280&jsver-A8g5Xln 1 WAB.en.&view=-pt&search=inbox&th=162878bf9e294e06&siml=16271 e0416c3c353&sim I 4/3/2018 Romeo Systems,Inc. Mail-Vemon/Bandini Pothole Mishell Edwards_#01_Tire Blow-out (03.27.2018 at 5.18AM).jpg = � 91K r Mishell Edwards_#02_Tire Blow-out(03.27.2018 at 5.18AM).jpg 116K i n Mishell Edwards_#03_Tire Blow-out Receipt(03.27.2018 at 5.18AM).pdf 81K Rodriguez,Vince <VRoddguez@ci.vemon.ca.us> Thu, Mar 29, 2018 at 11:38 AM To: Steven Vera <stevenvera@romeopower.com> Cc: Mishell Edwards<mishell@romeopower.com> Hello, 1 need to determine if the pothole is in our right-of-way or Caltrans.Thank you. Vincent A. Rodriguez Project Engineer, City of Vernon Department of Public Works 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 x220 from:Steven Vera [mailto:stevenvera@romeopower.comj Sent:Thursday, March 29, 2018 11:26 AM To: Rodriguez,Vince Cc: Mishell Edwards Subject: Fwd: Vernon/Bandini Pothole 43 [Quoted text hidden] [Quoted text hidden] https:llmail.google.00m/mail/u/0/?ui=2&ik=77c7bO7280&jsver=A8g5XIn1 WA8.en.&vievc--pt&search=inbox&th=162878bt9e294eO6&siml=1627leO4l6r-3r-353&simi: 4/3/2018 Romeo Systems, Inc.Mail-VemonlBandini Pothole Mishell Edwards mishell@romeopower.com> Thu, Mar 29, 2018 at 12:02 PM To: "Rodriguez,Vince"<VRodriguez@ci.vemon.ca.us>, Mishell Edwards <mis hell @romeopower.com> Cc: Steven Vera <stevenvera@romeopower.com> HI Vince, Yes, I believe that the pothole is in our right-of-way or Caltrans. I checked today and the Pothole has been filled. 03/29/2018 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY a]Fl- • [Quoted text hidden] Rodriguez,Vince <VRodriguez@ci.vernon.ca.us> Mon, Apr 2, 2018 at 10:38 AM To: Mishell Edwards <mishell@romeopower.com> Hello Mishell, Please go to our website to submit a claim for damage (steps- I want to.....fill out...a claim form).Thank you. Vincent A. Rodriguez Project Engineer, City of Vernon Department of Public Works 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 x220 From: Mishell Edwards [mailto:mishell@romeopower.coml Sent:Thursday, March 29, 2018 12:02 PM To: Rodriguez, Vince; Mishell Edwards Cc: Steven Vera Subject: Re:Vernon/Bandini Pothole 44 https://mail.google.com/maillu101?ui=2&ik=77c7bG7280&jsver=A8g5XIn1WA8.en&view=pl&search=inbox&th=162878bf9e294eO6&sim1=16271e0416c3c353&sim1- 4/3/2018 Romeo Systems,Inc.Mail-VemonlBandini Pothole [Quoted text hidden] [Quoted text hidden] uuuuuu Forwarded message From: Mishell Edwards<mishelledwards@gmail.com> Date:Thu, Mar 29, 2018 at 6:09 AM Subject:VemonBandini Pothole To: Mi Jung Edwards<mishell@romeopower.com> Download Attachment Available unt[I Apr 28,2018 Click to Download IMG_9724.MQV 0 bytes Warmest Regards, Mishell Edwards 45 https:llmail.goog le.com/mail/u/01?u i=2&ik=77c7bO7280&jsver-A8g5XIn 1 WA8.en.&vieur-pt&search=inbox&th=162878bf9e294eG6&siml=16271 eO4l6c3c353&si ml= 4/3/2018 Romeo Systems,Inc.Mail-Vemon/Bandini Pothole HI Vince, Yes, I believe that the pothole is in our right-of-way or Caltrans. I checked today and the Pothole has been filled. 03/29/2018 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com [Quoted text hidden] [Quoted tent hidden] [Quoted text hidden] Mishell Edwards <mishell@romeopower.com> Mon, Apr 2, 2018 at 11:08 AM To: Dave Cepeda <dave@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY 0 � 9 Ed 2 ...... .. . ..... ................... ...... .... ... . [Quoted text hidden] 46 httpsalmail.google comlmaillu]01?ui=2&ik=77c7b07280&jsver—A8g5XIn1WA8 en,&view----pt&search=inbox&th=162878bfge294eO6&siml=16271e0416c3c353&siml= :'s }; -6 Romeo Systems,Inc_Mail-Vemon/Bandini Pothole ORoM Eo Mishell Edwards <mishell@romeopower.com> POWERTECHNOLOGY Vernon/Bandini Pothole 8 messages Mishell Edwards <mishelledwards@gmail.com> Thu, Mar 29, 2018 at 6:09 AM To: Mi Jung Edwards <mishell@romeopower.com> Download Attachment Available until Apr 28, 2018 Click to Download IMG_9724.MOV 0 bytes Wannest Regards, Mishell Edwards Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 at 10:53 AM To: Steven Vera <stevenvera@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY Of 0 in @ G- .__....__......__......---....... ................. ._... 47 [Quoted text hidden] https:]/mail.google.com/mail/ulOnui=2&ik=77c7bO7280&isver-A8g5XIn 1 WA8.en.&vlevr-pt&search=inbox&th=162878bf9e294eO6&sim I=16271 eO4l 6c3c353&siml= 4/3/2018 Romeo Systems, Inc.Mail-Vernon/Bandini Pothole Click to Download IMG 9724.MOV 0 bytes Warmest Regards, Mishell Edwards Steven Vera<stevenvera@romeopower com> Thu. Mar 29,2018 at 11:25 AM To:VRodriguez@ci.vemon.ca.us Cc: Mishell Edwards<mishell@romeopower.com> Good Morning Vince Rodriquez, am sending this information is reference to my co-worker Mishell Edwards Road Hazard. I am attaching the video of the pot-hole, (2) photos of her tire damage (1)tire repair receipt. Misheli Edwards (415)933-0933 mishell@romeopower.com Forwarded message From: Rodriguez,Vince<VRodriguez@ci.vemon.ca.us> Date:Thu, Mar 29, 2018 at 5:13 AM Subject: Request To:"mishell@romeopower.com"<mishell@romeopower.com> Cc: "Melendez, Lissette"<LMelendez@ci.vemon.ca.us> Good Morning, Can you please give me a call to discuss your incident. I would like to pinpoint the exact location.Thank you. Nature of the Problem. Pot Holes or Street Maintenance Brief Description: 03/28/2018 At 5:18 A.M., I was taking exit 17B from the 710 North, as I was exiting on the far right late onto Bandini Blvd. under the underpass there is a very large pothole,that gave me a a gash into my tire. Location: Exit 17B from the 710 North, as I was exiting on the far right late onto Bandini Blvd. under the underpass Vincent A. Rodriguez Project Engineer, City of Vernon Department of Public Works 4305 Santa Fe Avenue Vernon, CA 90058 (323)583-8811 x220 CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents,files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient,you are hereby notified that any disclosure,copying,distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED.If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. 48 [Quoted text hidden] https://mail.google.com/mail/u/0/?ui=2&ik=77c7bO7280&jsver-ABg5Xlnl WA8.en.&view=pt&search=inbox&th=l 62878bf9e294e06&siml=96271 e0416c3c353&siml: 4/3/2018 Romeo Systems,Inc.Mail-VemonBandini Pothole 3 attachments r Mishell Edwards_#01_Tire Blow-out(03.27.2018 at 5.18AM)Jpg 91K r Mishell Edwards#02_Tire Blow-out(03.27.2018 at 5.18AM).jpg 116K Mishell Edwards_#03_Tire Blow-out Receipt (03.27.2018 at 5.18AM).pdf 81K Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 at 11:29 AM To: zachary.edwards@ff.com, Mishell Edwards <mishelledwards@gmail.com>, A Zach A Opu <matthew_logan69@hotm ail.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY 0 0 R RN G• Forwarded message From: Steven Vera<stevenvera@romeopower.com> Date: Thu, Mar 29, 2018 at 11:25 AM Subject: Fwd:VemonBandini Pothole [Quoted text hidden] 49 3 attachments https://mail.google.comlmaillul0l?ui=2&ik=77c7bO7280&jsver-A8g5Xlnl WA8.en.&view=pt&search=inbox&th=162878bf9e294eO6&siml=1627leG4l6c3c353&siml= 1:3-2:'1& Romeo Systems, Inc.Mail-Vernon/Bandini Pothole Mishell Edwards_#01_Tire Blow-out(03.27.2018 at 5.18AM).jpg i 91K Mishell Edwards_#02_Tire Blow-out(03.27.2018 at 5.18AM).jpg 116K n Mishell Edwards_#03 Tire Blow-out Receipt (03.27.2018 at 5.18AM).pdf 81K Rodriguez,Vince <VRod rig uez@ci.vemon.ca.0 s> Thu, Mar 29, 2018 at 11:38 AM To: Steven Vera <stevenvera@romeopower.com> Cc: Mishell Edwards<mishell@romeopower.com> Hello, I need to determine if the pothole is in our right-of-way or Caltrans.Thank you. Vincent A. Rodriguez Project Engineer, City of Vernon Department of Public Works 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 x220 From:Steven Vera [mailto:stevenvera@romeopower.com) Sent:Thursday, March 29, 2018 11:26 AM To: Rodriguez,Vince Cc: Mishell Edwards Subject: Fwd.Vernon/Bandini Pothole 50 [Quoted text hidden] [Quoted text hidden] https://mail.goog le.com/mail/u101?ui=2&i k=77c7bO7280&jsver-A8g5Xln 1 WA8.en.&view=pt&search=inbox&th=162878bfge2g4eO6&siml=16271 e04]6r-3c353&si ml= 4/3/2018 Romeo Systems,Inc.Mail-VemonlBandini Pothole [Quoted text hidden] [Quoted text hidden] uuLiLl ...... ..... ....... ..... Forwarded message From: Mishell Edwards<mishelledwards@gmail.com> Date:Thu, Mar 29, 2018 at 6:09 AM Subject: Vemon/Bandini Pothole To: Mj Jung Edwards<mishell@romeopower.com> Download Attachment Available until_Apr 28, 2018 flick to Download IMG_9724.1MOV 0 bytes Warmest Regards, Mishell Edwards 51 https:llmail.google comlmail/u/0/?ui=2&ik=77c7b07280&jsver—A8g5Xlnl WA8.en.&vie%nr--pt&search=inbox&th=162878bf9e294e06&siml=1627le0416c3c353&siml= 413018 Romeo Systems, Inc. Mail-VemonlBandini Pothole Mishell Edwards <mishell@romeopower.com> Thu, Mar 29, 2018 at 12:02 PM To: 'Rodriguez,Vince" <VRodriguez@ci.vemon.ca.us>, Mishell Edwards <mishell@romeopower.com> Cc: Steven Vera <stevenvera@romeopower.com> HI Vince, Yes, I believe that the pothole is in our right-of-way or Caltrans. I checked today and the Pothole has been tilled. 03/29/2018 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY aIF?190 [Quoted text hidden] Rodriguez, Vince <VRodriguez@ci.vernon.ca.us> Mon, Apr 2, 2018 at 10:38 AM To: Mishell Edwards <mishell@romeopower.com> Hello Mishell, Please go to our website to submit a claim for damage(steps- I want to.....fill out...a claim form).Thank you. Vincent A. Rodriguez Project Engineer, City of Vemon Department of Public Works 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 x220 From: Mishell Edwards [ma i Ito:mishell@romeopower.com] Sent:Thursday, March 29, 2018 12.02 PM To: Rodriguez, Vince; Mishell Edwards Cc:Steven Vera 52 Subject: Re: Vernon/Bandini Pothole hops:11mail.googla.wmlmaillul01?ui=2&ik=77c7b07280&isver=A8g5Xln1 WA8.en.&view=pt&search=inbox&th=162878bf9e294e06&simI=16271eO416c3c3538sim1: 4/3/2018 Romeo Systems,Inc.Mail-Vemon/Bandini Pothole HI Vince, Yes, I believe that the pothole is in our right-of-way or Caltrans. I checked today and the Pothole has been filled. 03/29/2018 MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com [Quoted text hidden] [Quoted text hidden] [Quoted text hidden] Mishell Edwards <mishell@romeopower.com> Mon, Apr 2, 2018 at 11:08 AM To. Dave Cepeda <dave@romeopower.com> MISHELL EDWARDS Supervisor Battery Systems 415 933 0933 mishell@romeopower.com romeopower.com 0 ROMEO POWER TECHNOLOGY aIRIR2 • A11 . . . .. .. .. .......... ....... ....... ........ ....... [Quoted text hidden] 53 https:/Imai l.google.com/mail/u/0/?ui=2&ik=77c7bO7280&jsver-A8g5XIn 1 WA8.en.&view=pt&sea rch=inbox&th=162878bf9e294e06&sim l-16271 e0416c3c353&siml2 ca3 m �? U 4 } O4 O�{ 4 V, V g� 7 �.. / W � � m � m t � �� v M0 m 0 M :Kn 0 0 rm 00 55 City Council Agenda Item Report Agenda Item No. COV-62-2018 Submitted by: Sandra Dolson Submitting Department:City Clerk Meeting Date:April 17, 2018 SUBJECT Claim for Damages from Juan Covarnbias received on Apri110, 2018 Recommendation: A. Receive and File Backgroud: None Fiscal Impact: None ATTACHMENTS • Claim for Damages - J. Covarubias 04.10.18.pdf 56 CLAIM FOR DAMAGES RESERVE FOR FILING STAMP TO PERSON OR PROPERTY CLAIM No. INSTRUCTIONS 1. Claims for death,injury to person or to personal property must be filed not later than six(6)months after the occurrence. (Gov. Code Sec 9112) 2. Claims for damages to real property must be filed not later than one(1)year after the occurrence (Gov.Code Sec 911.2) 3. Read entire claim 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_ 6- Attach separate sheets, if necessary,to give full details. SIGN EACH SHEET 7. Claim must be filed with City Clerk_ (Gov.Code Sec.915a) T0; CITY OF VERNON CITY COUNCIL Name of Claimant e of Claimantnatural person Juan Covarubias Horne Address of Claimant wty WnU State ome TeJephona Number Business Address of Claimant City and State Business a ep one Number Give address to which you desire notices or communications to be sent regarding this claim: 2090 N Tustin Avenue, Suite 150, Santa Ana, CA 92705 T.714-277-4111 F.866-662-5705 How did DAMAGE or INJURY occur? Give full particulars. Mr. Covarrubias was traveling eastbound in #1 Lane on Bandini Blvd., just east of Downey Rd. and the City truck traveling in the #2 lane on right side and suddenity turned into his lane and was not able to avoide the collision which pushed Claimants' vehicle over the center island onto a dirt lot causing injuires to his person. When did DAMAGE or INJURY occur? Give full particulars, date, time of day, etc On Tuesday, March 13, 2018 at about 1:35 pm Where did DAMAGE or INJURY occur? Describe fully,and locateon diagram on reverse side of this sheet, where approximate, give street names and address and measurements from landmarks: On Bandini Boulevard 3600 Block,just east of Downey Road in the City of Vemon, County of Los Angeles, also, see attached copy of Police Report with sketch diagram page 3 of 6 What particularACT or OMISSION do you claim causedthe injury ordamage? Givenamesof Cityemployees, if any, causingthe injury or damage, if known: Mr. Martin Javier Sanchez, apoligized for the accident, he said he did not see my vehicle when he attempted to make a u-tum to the left and struck my vehicle and the responding Officer A. Aguilera stated that Mr. Sanchez caused this accident in violation of section 21658(a)VC., see police report What DAMAGE or INJURIES do you claim resulted? Give full extent of injuries or damages claimed: Major damage to Mr. Covarrubia's vehicle. Injuries to his person he is undergoing therapy at this time. WhatAMOUNTdo youclaimof each item of injury ordamage asof date of presentation of this claim, giving basisof computation: Property Damage-pending estimate, Injuries-pending medical report and bills Give ESTIMATEDAMOUNT as farasknownyou claim on account of each item of prospective injury ordamage,giving 57 basisof computation: Estimated at over$ 25,000.00 Were you insured at the time of the incident? If so, provide name of insurance company, policy numbers and amount of insurance payments received: Yes, Allstate Insurance Policy #: 937 718 927 0.00 payments received Expenditures made on account of accident or Injury: (Date- Item) (Amount) Unknown at this time Name and address of Witnesses, Doctors and Hospitals: Names will be provided to claim administrator upon approval of this claim. READCAREFUt_t_Y For all accident claims place on following diagram names of streets, including North, East.South, and West: indicate place of accident by"X"and by showing house numbers or distances to street comers_ If City Vehicle was Involved,designate by letter"A" location of City vehicle when you first saw it,and by"B"location of yourself or your vehicle when you first saw Cityvehicle; location of City vehicle at time of accident by'A-1"and location of yourself or your vehicle at the lime of accident by"8 1"and the point of Impact by'X." NOTE:if diagrams do not fit the situation, attach hereto a proper diagram signed by claimant. FOR AUTOMOBILE ACCIDENTS FOR OTHER ACCIDENTS r L4:�SIDEWAIILK L J1 CURM CURB, j PARKWAY S1109WALK 7WI f i I declare, under P&naltY of r'u , that the fore of , includin an attachments is true and correct. 58 TypedlPrinled Name- Signature of Claimar. �r Dates Diana Lopez, Attorney rel�thOnshap tot ' 110118 for Juan Covarrubias r4/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 S3 Pg 1/9 Law Offices of Diana Lopez Phone: (714)277.4111 Fax: 866-662-57898203;05 Fhx To: City of Vernon-Cindy From: Diana Lopez Fax: 3238261433 Pages: 8 Re: RE:DOL:3/13/18 Date: April 06, 2018 Please see attached, thanks - x 2090 N.Tustin Avenue, Suite 150, Santa Ana, CA 92705 59 Millions are now using the internet to send and receive Faxes Are your No more phone line, no more fax machine Try it free at www rapidfax comlfree. 04/06/18 FRI 08:20 [TX/RX NO 95181 [a001 t4/06/ 8 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 t3 Pg /9 1711 IE THE LOPEZ LAW FIRM, APC 2090 N. Tustin Avenue, Suite 150 Santa Ana,CA 92705 (7I4) 277-41 11 phone; (866)662-5705 fax diopez@lope.-lawcorpoTation.com March 26, 2018 UA FACS1,M11.E ONLY (323) 926-1433 City Of Vernon 4305 Santa Fe Avenue Vernon. CA 90058 Tel: (323) 583-8811 RE: Our Clients: Juan Covarrubias Date of lass: 03/13/2018 To Whom It May Concern: Please be informed that my law firm has been retained to reprment Juan C:ovarrubias regarding claims for bodily injuries sustained after being involved in an automobile accident caused by Martin Javier Sanchez. We.. will forward medical and other loss information along with a dennind letter when circumstances permit. Please do not contact our client, but rather, direct all future communication with this office. Pursuant to Section 790.03 (h) (1) and (2) of the California Insurance Code, and the Boicourt case (78 C_al_ App. 4th 1394)please provide this office with a statement in writing of your insured's policy limits, the identity and nature of the coverage provisions, and verification that your insured's policy was in full effect at the time of the subject incident. In the alternative, provide us with any proof that your insured refused to provide policy limit information. As you know, your insured's vehicle and the damage to the same is evidence in this matter. Accordingly, our offices request the opportunity to view and photograph your insured's vehicle before it is repaired or destroyed. In addition, please provide color copies of any and all photographs of any property dwriage. Any such photographs are evidence in this case and must be maintained accordingly. Please he advised you have a duty to preserve any and a)1 evidence related to the aforementioned traffic accident. Any intentional or negligent destruction, concealment, alteration or failure to preserve do cuments/informa4ion/data/#videnm related to pending or probable litigation may result in exemplary laid/or punitive court sanctiuns. Six;, c.g. Willard v. Calerpillar (1995) 40 Cal. App. 4`h, 892; Cedars-Shrtai Medical Center v. Superior Court (1998) 18 Cal. Orb 1. If your company possesses a written or tape-recorded statement of our client that pertains to thiq matter. demand is hereby made that our office be provided with a copy of the statement at your earliest convenience. Any and all authorizations, which may have been provided to you by our client, are hereby revoked as of the date of this letter. 60 04/06/18 FRI 08:20 [TX/RX NO 95181 Q 002 )4/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 �3 Pg 3/9 Should you have any questions or conomms, please do not he4itate to uontaU the undemigned. Please confirm oovcragc. Sincerely, LAW OFFICES OF DIANA LOPEZ Diana Lopez DUmt 61 04/06/18 FRI 08:20 [TX/RX NO 95181 IM003 14/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 33 Pg 4/9 ST ATF OF CALIFORWA OEPARTMEMT OF CAUPORNIPA,HIGHWAY MA rROL TRAFFIC COLLISION REPORT CHP ArA PAC• I jftEV,04-11 O?7 060 PAGE 1 OF 6 fIPECIAL cbNLIETIONS .ywn MFaRLM DRV AlDI(aAl CfRTiOCE LOC►L REPORT ARNEMER MAaE;A ALdh 0 �__j UNINCORPORATED LOS AM MI.FC SIIPFRIOR 9535-20I8-01465 �.I..x...y WTAIIW 0 LOS ANCEL£S MTINO� T buy w`Y 6f 7DN 4—T ❑ 007 TITESDAY ❑ VIES © ND COLUMNOCCUOMM ON: YO OAY YEAR IMTE hLSAI NCIG• I T3FrlclRLD. -_ O BANDINI BOULEVARD(3600 BLOCK) 0311312018 1335 953$ E 017944 F- NILEPOET Ih7DRMATION: RPw COORDMTES PNaTaaRAPNS MY: cCj LATITUDE 34.008411, LoMCRTNOtl_1181044990 LYJ AT P/TERSECTWIN WTH: MTA1E Nw/aL I T]R 96 FEET EAST OF DDWNEV ROAD ❑ Y" © ND PARTY DR1VERVLKMNSEMMH" STAI! CLAM A[A BAO •AF'E'TYEOIir. 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GrY rStAFi f1JIF 1 ERAOMTION OF VENICLE ON*ROM OF: OFFWEA Li Derma u 51 MR CA-MT a" rLUA 1-!�MT R-JGMT RRRTH TI - RACE- . ❑ PNOR YlOMNtlAL DEPESTS NON_AFP zrEA TO NA,�TrVE Cl rT£P NON[rNONE MIETNF,-PNONE elUSCLE MMNTIPICATIDN NVTAI!!R; VEMCLE TYPE 7GSCRlE�4'iHCLf OA+IAcP irIAD[#'P OARA❑CQ AAf,A """CIE 011,MM raucr 16MIMII El uw ❑NOT¢ ❑m— MOO 11 �N4AOR 0 ROLL.OAR DIP OF TRlLYEI ON STREET OR YSOIMMY S►!!D LpUT DOr�J CAA.T _ TCPyPEC 64clux rIt�ANE1Ci NAME t MlPATER IEoTEMa r RRVIATNER'R"us Da1'F ETS3SEWE11 A.AGUILERA 017944 ❑YES No ©TWA D BARNHAR'l 017236 03120/2018 Ar SEPV/ 1104ALLY A"AW.ID AO CNcv 62 04/06/18 FRI 08:20 [TX/RX NO 95181 1a004 ►4/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 t3 Pg 5/9 6rArE-OF CALJFORNIA P6WLRTMENT OF CALrORNIAIAGFMtAY PATROL TRAFFIC COLLISION CODING ' CI iP 66S CARS PAGE2{MVV.94-11)OPI O60 PAGE 2 OF 6 &TE W eelLd-1 iun n,v + Aqj 03113noT$ 1335 9i S brJ9## 9 3 ,�41#aII4bS Annrt4 S wwE rr,+rot+bn+�sE NOTIF�Et} PROPERTYra S L]piaDAMAGE DE5G111kTwrgF 4�M 46E SEATING POSITION SAFETY EQUIPMENT AIR BAG INATTENTION CODES CUP Tri Cb"RaSTRAWT B•UNKNOWN A•HONG IN►WM CLE 0-IN VEHKXE LISED L•AIR BAG DEPLOYED A•CELL PHONE fuNDHFyp S'UNKKVYM fi-IN VEHIME NOT USED M-AIR BAG NOT DG PLOY ED B CELLPHOW HANGBFREE n56 G-LAP BGLT USED 3-IN VEKIC E USE UNKNOWN N-OTi£R C-ELECTRONIC EAUIPmrNT D-LAP BELT NOT USED T-N VEHICLE IMPRDPQ USE O-RADIO F CD t.DRIVER G_GFIOV40Gp HARNESS USED U.NONE IN VEHICLE . 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NUMBER -- 311312018 1335 9535 017944 9535-2018-01465 ALL MEASUREMENTS ARE APPROXIMATE AND NOT TO SCALE UNLESS STATED(SCALE- ) Bandini Boulevard 3� 600 Block Solid White Line io rr � Sldewall4 Raised Concrete Island ..r Raised Concrete c FL Curb .a n lr�7 3 it V'z w 7 1<-2 V.f lbit Tym#2 LaR 7Nrn f 1 Raised Concrete SO White Curd # Line Dirt Lo[ \ Broken White �---- Dovmev Road Lines Railroad Track$ PRE ARED BY I.D- {114$EFk. DA ViEER S NAMF }ATE 8 BA. AGJILEL 3 BARN 017236 I}3f2A1�01� 64 04/06/18 FRI 08:20 [TX/RX NO 95181 BOOB )4/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 13 Pg 7/9 STATF,OF CALIFORNIA NARRATI EISUPPLEMPNTAL PA(iE 4 iDF G ATE DF JNCJpEhJ J TU .N NUJ4tJ3 R OFFICER iz. NUN BBV9 0311312018 1335 9335 017944 953.5-2018-0148S 1 NOTIFICATION: 2 3 1 was dispatched to a call of a property damage only collision at approximately 1400 hours. 1 4 responded from Floral Drive, east of Ford Boulevard and arrived nn scene at approximately 1428 5 fours. 6 7 All times, speeds, and measurements are approximations. All measurements were obtained by 8 roll-meter. 9 10 11 STATEMENTS: 12 13 Party#1 (P-1) (Sanchez)was contacted at the scene and related the following: P-1 was driving 14 Vehicle #1 (V-1) (Ford)eastbound, in the #2 lane of Bandini Boulevard, east of Downey Road, at 15 approximately 10 to 15 MPH. P-1 activated his left turn signal, looked into his left side mirror, and 16 hegan to change into the #1 lane, without looking over his left shoulder. P-1 entered the #1 lane, 17 in order to get in position for a U-turn onto westbound Bandinl Boulevard, when he suddenly saw 18 a black vehicle (V-2)traveling to his left. P-1 attempted to turn back towards the #2 lane, but was 19 unable to avoid colliding with the black vehicle. After the collision, P-1 drove his vehicle from the 20 roadway, onto a dirt lot. 21 22 Party#2 (P-2) (Covarrubias) was contacted at the scene and related the following: P-2 was driving 23 Vehide#2 (V 2) (Honda) eastbound, in the#1 Iane of Bandini Boulevard„ east of Downey Road, 24 at approximately 35 MPH. P-2 noticed there was a white Ford truck (V-1), traveling in the#2 lane, 25 to his right front. P-2 began to pass alongside the white Ford truck, when it suddenly turned into 26 his lane. P-2 was unable to take evasive action and was subsequently struck by the white Ford 27 truck. After the collision, P-2 drove his vehicle off the roadway, onto a dirt lot. 28 29 PREPARED BY I.D.NUMBER DATE REVI 'S NAME DATE A.AGUILERA _ 017944 03/13/2018 D BARN HART 017236 03/20/2018 65 04/06/18 FRI 08:20 [TX/RX NO 95181 Q 007 f4/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 ;3 Pg 8/9 STATE.OF CALIFORNIA NARRATIVE/SUPPLEME TAL PAGE 5 4F 6 DATE OF INCIDFNT TIME NCIC NUMBER 6MCER I.D. NUMBER y 03/13/2018 1335 0535 017944 9535.2018-01465 1 SUMMARY: 2 3 This collision occurred when Party ##1 (P-1) (Sanchez) was driving Vehicle#1 (V-1) (Ford) 4 eastbound, in the #2 lane of Bandini Boulevard, east of Downey Road, at approximately 10 to 15 5 MPH. Party ##2 (P-2) (Covarrubias) was driving Vehicle#2 (V-2) (Honda) eastbound, in the#1 6 lane of Bandini Boulevard, east of Downey Road, at approximately 35 MPH, to the left rear of 7 V-1. 8 9 P-2 began to pass along the left side of V-1. At this time, P-1 changed into the#1 lane, without 10 properly clearing the lane of traffic. As a result of R-1's unsafe lane change, the left front side of 11 V-1 collided into the right side of V-2. 12 13 After the collision, the involved parties moved their vehicles onto a dirt lot, located south of the 14 south roadway edge of Bandini Boulevard, east of Downey Road. 15 16 The Summary was based an statements and vehicle damage. 17 18 19 AREA OF IMPACT(A.O.I.): 20 21 The A.O.I. (V-1 vs. V-2) was located approximately 96 feet east of the east roadway edge 22 prolongation of Downey Road and 24 font north of the south roadway edge of Bandini Boulevard. 23 24 -The A.O.I. waeastablished by statements and vehicle damage. 25 26 27 28 29 PREPARED BY I.U.NUMBER DATE DATE A_ AGUILERA 017944 03/13/2018 ❑ BARNHART 017236 03/20/2018 66 04/06/18 FRI 08:20 [TX/RX NO 95181 la008 )4/06/18 09: 06AM PDT Law Offices of Diana Lopez -> City of Vernon-Cindy 3238261 �3 P9 9/9 STATE:OF CALDO1ZN1A NARPAT1 LISUPPLEMENTAL PAGE Ol; 6 afffE OF INCIDENT TIME Nctio NUMBEIR-, OFFICER I-D., ER ' 031i 312018 1335 9535 017944 9535-201&01465 1 CAUSE: 2 3 Party#1 (P-1)(Sanchez) caused this collision by driving Vehicle#1 (V-1) (Ford) in violation of 4 section 21658 (a) VC, which states in part, "A vehicle shall be driven as nearly as practical, entirely within a single lanes and shall not be moved from the lane until such movement can be {=40made with reasonable safety." 7 8 The Cause was established by statements and vehicle damage. � r• PREPARE0 B`( LD.NUMBER DATE REVIEWER'S NAME DATE A. AGUILERA 017944 03/1312018 D BARNHART 017236 03120.J2018 67 04/06/18 FRI 08:20 [TX/RX NO 95181 Q 009 MINUTES OF THE REGULAR CITY COUNCIL MEETING OF THE CITY OF VERNON HELD TUESDAY, APRIL 3, 2018, IN COUNCIL CHAMBER OF CITY HALL LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA MEMBERS PRESENT: Ybarra, Woodruff-Perez, and Davis, MEMBERS ABSENT: Martinez and Lopez The meeting was called to order at 9:00 a.m. by Mayor Ybarra; Mayor Pro-Tem Woodruff-Perez led the flag salute. CHANGES TO THE AGENDA Deputy City Clerk Matthew Ceballos announced there were no changes to the agenda. PUBLIC COMMENT Mayor Ybarra announced that this was the time allotted for public comment, and inquired whether anyone in the audience wished to address the City Council. The public will also be given an opportunity to comment on matters on the posted agenda during Council deliberation. Hannah Paniagua, Caseworker for the Office of Hilda Solis, First District Supervisor,thanked the City for volunteering at the Cesar Chavez Day of Service event hosted by Supervisor Hilda Solis. CONSENT CALENDAR No public comment was provided. It was moved by Davis and seconded by Woodruff-Perez to approve all matters listed under the Consent Calendar under one motion as presented. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent Claims Against the City—Received and Filed 1. None. Minutes— To be Received and Filed 2. Minutes of the Regular City Council Meeting held March 20, 2018 Warrant Registers 3. Ratification of the following Light & Power Warrant Register to record the following voided checks: A. Light & Power Warrant Register No. 455 to record voided Check No. 513151 in the amount of$595.95. 4. Approval of General Account Warrant Register No. 1491, totaling $1,121,569.34, which covers the period of March 13 through March 26, 2018 and consists of the following: A. Ratification of wire transfers totaling $788,052.42 and B. Ratification of the issuance of early checks totaling $256,295.97; and 68 Regular City Council Meeting Minutes April 3, 2018 C. Authorization to issue pending checks totaling $77,220.95. 5. Approval of Public Utilities Warrant Register No.456,totaling$6,740,396.60,which covers the period of March 13 through March 26,2018,and consists of the following: A. Ratification of wire transfers totaling $6,624,925.85; and B. Ratification of the issuance of early checks totaling $115,470.75 6. Approval of Gas Warrant Register No.244,totaling $2,121,825.93,which covers the period of March 13 through March 26, 2018, and consists of the following: A. Ratification of wire transfers totaling $2,102,600.17; and B. Ratification of the issuance of early checks totaling $19,225.76. Finance Department 7. Authorization to Enter into a Services Agreement with Aon Risk Insurance Services West, Inc. (Aon) for Professional Property/Casualty Insurance Broker or Record Services for Fiscal Years 2019 through 2021 Recommendation: A. Find that entering into a services agreement with Aon Risk Insurance Services West, Inc. (Aon), an insurance broker to obtain coverage on behalf of the City is exempt under the California Environmental Quality Act (CEQA). The scope of the work to be performed 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. In addition, even if it was determined to be a project, it would be exempt from CEQA review in accordance with Section 15061(b)(3), the general rule that CEQA only applies to activities that may have a significant effect on the environment. B. Approve a services agreement with Aon, in substantially the same form as submitted herewith, to perform professional property/casualty insurance broker of record services through fiscal year 2021 for a total amount not to exceed $277,500 C. Authorize the City Administrator to execute a three year services agreement with Aon with an effective date of July 1, 2018. Fire Department 8. Activity Report for the period of March 1 through March 15, 2018 Police Department 9. Activity Log and Statistical Summary of Arrests and Activities for the period of March 1,through March 15, 2018, to be received and filed Public Works Department 10. Resolution No. 2018-09 - A Resolution of the City Council of the City of Vernon approving and authorizing the submittal of application(s) for the CalRecycle Used Oil Payment Program and the Beverage Container Recycling City/County Payment Program and related authorizations for which the City of Vernon is eligible and repealing all resolutions in conflict therewith Recommendation: 69 Page 2 of 7 Regular City Council Meeting Minutes April 3, 2018 A. Find that approval of the request for authority to receive and spend payment program funds in this staff report is exempt from the California Environmental Quality Act ("CEQA"), pursuant to CEQA Guidelines sections 15308 (actions taken to protect the environment), 15323 (normal operations of public facilities) and 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution requesting approval and authority to receive and spend payment program funds from the Department of Resources Recycling and Recovery ("CalRecycle"). ORDINANCE 1. Ordinance No. 1250 - An Ordinance of the City Council of the City of Vernon Amending the Code of the City of Vernon, California, by amending Sections 1.9 through 1.9-2 of Chapter 1 relating to absence of a newspaper in the City and repealing all ordinances or parts of ordinances in conflict therewith(second reading) Recommendation: A. Find that approval of the proposed 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; and B. Approve the second reading, and adopt Ordinance 1250,amending Sections 1.9, 1.9- 1, and 1.9-2 of Chapter 1 of the Vernon Municipal Code, amending the Designation of Newspaper and Publication. No further report was provided. No public comment received. It was moved by Woodruff-Perez and seconded by Davis to approve the second reading,and adopt an Ordinance amending Sections 1.9, 1.9-1,and 1.9-2 of Chapter 1 of the Vernon Municipal Code, amending the Designation of Newspaper and Publication. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent NEW BUSINESS Human Resources Department 11. Resolution No. 2018-10 -A Resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Firemen's Association for the period of July 1, 2016 through June 30, 2019 Recommendation: A. Find that approval of the proposed Amendment No. 1 to the Vernon Firemen's Association (VFA) 2016-2019 Memorandum of Understanding 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. 70 Page 3 of 7 Regular City Council Meeting Minutes April 3, 2018 B. Adopt the attached resolution approving Amendment No. 1 to the Vernon Firemen's Association 2016-2019 Memorandum of Understanding to amend the following provision: 1. Article Three, Section 15, Fire Staff Premium Pay Human Resources Director Michael Earl reported on the proposed. No public comment was provided. It was moved by Davis and seconded by Woodruff-Perez to adopt Resolution No. 2018-10. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent 12. Resolution No. 2018-11 - A Resolution of the City Council of the City of Vernon declaring the month of April 2018 as "Sexual Assault Awareness Month" and April 25, 2018 as "Denim Day" Recommendation: A. Find that the request to adopt the attached resolution proclaiming April 2018 as "Sexual Assault Awareness Month"and April 25, 2018 as "Denim Day" 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 proclaiming April 2018 as "Sexual Assault Awareness Month" and April 25, 2018 as "Denim Day" in the City of Vernon in support of the Peace Over Violence sexual violence education campaign. Director Earl reported on the proposed. No public comment was provided. It was moved by Davis and seconded by Woodruff-Perez adopt Resolution No. 2018-11. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent Public Works 13. Contract Award for City Contract No. CS-0940: Downey Road Improvements Recommendation: A. Find that the award of the proposed Capital Improvement Project at Downey Road is categorically exempt under the California Environmentally Quality Act(CEQA) in accordance with CEQA Guidelines Section 15301 (Existing Facilities), part (c) 71 Page 4 of 7 Regular City Council Meeting Minutes April 3, 2018 (existing highways and streets), because the project is merely to repair existing streets and involves negligible or no expansion of existing use; and B. Accept the bid proposal from Hardy & Harper, Inc., as the lowest responsive and responsible bidder for the Downey Road Improvements Project and reject all other bids; and C. Approve and authorize the City Administrator to execute contract CS-0940 in the amount of$1,828,000 for the Downey Road Improvements Project,for a period not to exceed 60 calendar days; and D. Authorize a contingency of $75,000.00 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Public Works Director Daniel Wall reported on the proposed. No public comment was provided. Councilmember Davis inquired as to the material used on the road improvements, Director Wall addressed the technical question. It was moved by Davis and seconded by Woodruff-Perez to accept the bid proposal from Hardy & Harper, Inc., as the lowest responsive and responsible bidder for the Downey Road Improvements Project and reject all other bids, and approve and authorize the City Administrator to execute contract CS-0940 in the amount of$1,828,000 for the Downey Road Improvements Project, for a period not to exceed 60 calendar days, and authorize a contingency of$75,000.00 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent 14. Contract Award for City Contract No. CS-0915: Citywide Traffic Signal Maintenance FY 2018 Recommendation: A. Find that the proposed Capital Improvement Project for the Citywide Traffic Signal Maintenance FY 2018 Project throughout the city limits is categorically exempt under the California Environmental Quality Act(CEQA)in accordance with CEQA Guidelines Section 15301, Existing Facilities, Class 1, maintenance, because this project only consists of maintenance and repair of the City's traffic signals; and B. Accept the bid from Siemens Industry Inc. as the only responsive and responsible bidder; and C. Approve and authorize the City Administrator to execute a contract in an amount not to exceed $297,354.00 for the Citywide Traffic Signal Maintenance FY 2018 Project (CS-0915); and D. Authorize a contingency of $32,646 in the event of an unexpected changed condition or additional extraordinary maintenance and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Director Wall reported on the proposed. 72 Page 5 of 7 Regular City Council Meeting Minutes April 3, 2018 No public comment was provided. It was moved by Woodruff-Perez and seconded by Davis to accept the bid from Siemens Industry Inc. as the only responsive and responsible bidder, and approve and authorize the City Administrator to execute a contract in an amount not to exceed $297,354.00 for the Citywide Traffic Signal Maintenance FY 2018 Project (CS-0915), and authorize a contingency of$32,646 in the event of an unexpected changed condition or additional extraordinary maintenance and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Motion carried, 3-0. Ybarra: Yes Woodruff-Perez: Yes Davis: Yes Martinez: Absent Lopez: Absent ORAL REPORTS 16. City Administrator Reports—brief reports on activities and other brief announcements. Administrative Analyst Diana Figueroa reported on the following: Various power outages throughout the City; a March 29th, outreach meeting for customers on their Integrated Resource Plan development process and Cost of Service Study; Various Fire Department Incidents throughout the City; March 28th and 29th, Inaugural Aspire Summit; April 17th Open House for the Regional Training Center; April 19th the annual St. Baldrick's and Children's Hospital Fund raiser; Various Police Department Incidents throughout the City; May 1st City Council Harassment Prevention training; The City's Spring Egg-stravaganza took place on March 22"d; March 241h Cesar Chavez Day of Service event hosted by Supervisor Hilda Solis; and Vernon's General Municipal Election on April 1 Oth 17. City Council Reports—brief AB 1234 reports, or report on: activities, announcements, or directives to staff. At 9:18 a.m., the City Council entered into closed session to discuss the following agendized items: CLOSED SESSION 18. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation. Government Code Section 54956.9(d)(2) Number of potential cases: 1 19. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation. Potential retaliation claim by City employee Government Code Section 54956.9(e)(2) Number of potential cases: 1 20. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE Government Code Section 54957 73 Page 6 of 7 Regular City Council Meeting Minutes April 3, 2018 At 9:47 a.m. the City Council exited closed session. City Attorney Hema Patel reported that three items were discussed and that no reportable action was taken. With no further business, at 9:47 a.m., Mayor Ybarra adjourned the meeting. Melissa Ybarra Mayor ATTEST: Maria E. Ayala City Clerk 74 Page 7 of 7 City Council Agenda Item Report Agenda Item No. COV-60-2018 Submitted by:John Lau Submitting Department:Finance/Treasury Meeting Date:April 17, 2018 SUBJECT Ratification of Warrant Registers to Record Voided Checks Recommendation: A. Ratify the following warrant registers to record voided checks: 1) Public Utilities Account Warrant Register No. 444 to record voided Check No. 512878 in the amount of$37.54. 2) Public Utilities Account Warrant Register No. 452 to record voided Check No. 513084 in the amount of $3,074.79. Backgroud: Section 2.13 of the Vernon Municipal Code indicates warrants covering claims or demands against the City are to be presented to City Council for its audit and approval As such, it is recommended that the City Council review and approve the ratification of the aforementioned warrant registers to record the attached voided checks. Fiscal cal Impact: None. ATTACHMENTS • 2018-04-17 voided checks.pdf 75 CITY OF VERNON,LIGHT&POWER ACCOUNTS PAYABLE CHECK NO, 512878 ENVOiCE NUMBER DATE P.O.NUMBER DESCRIPTION DISCOUNT AMOUNT 083117 08/31/2017 EXPENSE REIMBURSEMENT 0.00 37.54 4`44 V � � � R-e -two e., cA�- �OA Vvt � r�N �-7vq`� 1Y3 zr (S Sty., U00DF-9 uN 'F-pt:N tI3 2-1 1 I� J,(" 37.54 PLEASE DETACH BEFORE DEPOSITING rrrtn PAYABLE THROUGH A .t�...,, by City of Vernon-Light&Power EAST WEST BANK 2OW HUNTINGTON DR..2ND FLOOR 1LIDA cod q S 4305 Santa Fe Ave 3220 5 ,L 3 ' • Vernon,CA 90058CHECK sAN MARINo cna�ioe (323)583-8811 VENDOR VENDER DATE NUMBER CHECKAMOUNT' 000922 09/07/2017 512878 1 37.54 PAY Thirty Seven Dollars and Fifty Four Cents TO THE CASTILLO, IRENE " ORDER P.O. BOX 6243 OF WHITTIER, CA90609 NON-NEGOTIABLE 76 COPY COPY COPY COPY PAYABLE THROUGH EAST WEST BANK 16-7038 9300 Fl-Dore Suite 100 3220 City of Vernon-Light&Power El Monte CA 91731 lC 4305 Santa Fe Ave f a - Vernon,CA 80058 VENDOR# `DATE CHFC{� aNUMBS CHECCAOUNT° (323)583-8811 002426 01/16/2018 513084 '*""'3,074.79 PAY Three Thousand Seventy Four Dollars and Seventy Nine Cents PAY CH2M HILL ENGINEERS, INC NON-NEGOTIABLE TO THE 1000 WILSHIRE BLVD ORDER SUITE 2100 OF LOS ANGELES, CA 90017-2457 NOWNEGOTIABLE PLEASE DETACH BEFORE DEPOSITING CITY OF VERNON,LIGHT&POWER ACCOUNTS PAYABLE CHECK NO.513084 INVOICE NUMBER DATE DESCRIPTION: P.O.NUMBER DISCOUNT "`AMOUNT 381127466 12/07/2017 CLIENT NO. 010170 0.00 3,074.79 WjZ --*� Hsz J,L 3,074.79 77 Comments: City Council Agenda Item Report Agenda Item No. COV-57-2018 Submitted by:John Lau Submitting Department:Finance/Treasury Meeting Date:April 17, 2018 SUBJECT Approval of General Account Warrant Register No. 1492 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve General Account Warrant Register No. 1492 which totals $1,009,745.70 and consists of the following: 1) Ratification of electronic payments totaling$771,960.44. 2) Ratification of the issuance of early checks totaling$198,139.84. 3) Authorization to issue pending checks totaling$39,645.42. Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval Pursuant to the aforementioned code section, the City Treasurer has prepared General Account Warrant Register No. 1492 covering claims and demands presented during the period of March 27 through April 09, 2018, drawn, or to be drawn, from East West Bank for City Council approval Fiscal Impact: None. ATTACHMENTS • 2018-04-17_general warrant register.pdf 78 ' CITY OF VERNON GENERAL ACCOUNT *k Alf- �V WARRANT REGISTER NO. 1492 �r` APRIL 17,2018 rf�`xsr iMfl,` 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 warrants register have been audited for accuracy and availability of funds for payments and have been audited by the City Council of the City of Vernon and that all of said that said claims and/or demands are accurate and that the funds are available for warrants are approved for payments except Warrant Numbers: payments thereof. William Fox Finance Director Date: 79 Printed:4/9/2018 2:59:07PM CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 003975- CNS ENGINEERS,INC 011.2043.900000 $38,395.61 Consulting Services For The Design Of 801741 011.0004903 03/27/2018 1946 $38,395.61 006236- SUEZ WTS SERVICES USA,INC. 011.1033.590000 $90.28 Water Purification Services 99181423 011.1033.590000 $99.04 Water Purification Services 99181424 011.1033.590000 $90.28 Water Purification Services 99182040 011.1033.590000 $113.88 Water Purification Services 99205089 03/27/2018 1947 $393.48 005506- BEST BEST&KRIEGER,LLP 011.1024.593200 $1,054.00 Re: Labor&Employment 817171 03/29/2018 1948 $1,054.00 005155- STEVEN FROBERG 011.1048.596200 $100.00 Vernon Housing Commission 031418 03/29/2018 1949 $100.00 00 Printed:4/9/20 O >9:13PM Page 1 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 005034- KRONOS INCORPORATED 011.9019.860000 $302.33 Hardware&Software Usage Fees 11248518 011.9019.860000 $302.33 Hardware&Software Usage Fees 11248518 011.9019.860000 $302.33 Hardware&Software Usage Fees 11259618 011.9019.860000 $302.33 Hardware&Software Usage Fees 11259618 011.9019.860000 $302.33 Hardware&Software Usage Fees 11269578 011.9019.860000 $302.33 Hardware&Software Usage Fees 11269578 011.9019.860000 $302.33 Hardware&Software Usage Fees 11287716 011.9019.860000 $302.33 Hardware&Software Usage Fees 11287716 011.9019.860000 $302.33 Hardware&Software Usage Fees 11292594 011.9019.860000 $302.33 Hardware&Software Usage Fees 11292594 03/29/2018 1950 $3,023.30 003407- VERNON POLICE OFFICERS 011.210250 $1,861.73 Police Association Member Dues:Payment Ben205667 BENEFIT 03/29/2018 1951 $1,861.73 003141- VERNON FIREMENS 011.210250 $3,354.00 Fire House Fund:Payment Ben205669 ASSOCIATION 03/29/2018 1952 $3,354.00 003168- ICMA RETIREMENT TRUST 457 011.210220 $40,799.67 Deferred Compensation:Payment Ben205661 03/30/2018 1953 $40,799.67 00 Printed:4/9/20 —..% i9:13PM Page 2 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 003146- CITY OF VERNON,FSA 011.100013 $620.45 FSA-Dependent: Payment Ben205665 ACCOUNT 011.100013 $186.53 FSA-Medical:Payment Ben205665 03/29/2018 1954 $806.98 000714- CALPERS 011.210240 $242,484.95 PERS Contributions:Payment Ben205663 011.210240 $238.08 PERS Survivor's Benefit: Payment Ben205663 011.210240 $308.85 PERS Buy-back: Payment Ben205663 011.1015.530034 $-0.25 PERS Contributions:Rounding Adjustment Ben205663 04/02/2018 1955 $243,031.63 004074- STATE DISBURSEMENT UNIT 011.210260 $2,248.15 Child Support:Payment Ben205671 04/02/2018 1956 $2,248.15 003158- AETNA HEALTH OF CALIFORNIA 011.1026.502031 $9,636.40 Medicare PPO Retirees 31214961 011.1026.502031 $2,927.12 Medicare HMO Retirees 31215807 04/05/2018 1957 $12,563.52 005182- ANTHEM BLUE CROSS 011.1026.502031 $382.61 Cobra 423697E 011.1026.502031 $5,098.48 Early Retirees 569298D 011.210222 $28,642.95 Active 859824G 04/05/2018 1958 $34,124.04 00 Printed:4/9/20 IV >9:13PM Page 3 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 005172- BLUE SHIELD OF CALIFORNIA 011.210221 $319,157.33 Active 180780008428 011.1026.502031 $57,982.63 Early Retirees 180780008605 011.1026.502031 $4,532.41 Cobra 180780008634 04/05/2018 1959 $381,672.37 001552- HOME DEPOT CREDIT 011.1033.520000 $466.96 Small Tools&Plumbing Hardware— 030218_MULTIPLE 011.0012517 SERVICES 04/04/2018 1960 $466.96 000059- SO CAL EDISON 011.1042.560000 $226.56 Period:02/18 030818 03/28/2018 1961 $226.56 000059- SO CAL EDISON 011.1043.560000 $96.24 Period:02/18 031618 04/05/2018 1962 $96.24 001581- THE GAS COMPANY 011.1048.560000 $29.73 Period:02/18 031318(2) 011.1033.560000 $13.73 Period:02/18 031318(3) 03/30/2018 1963 $43.46 00 Printed:4/9/20 W >9:13PM Page 4 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 001581- THE GAS COMPANY 011.1033.560000 $180.68 Period:02/18 031318(4) 011.1033.560000 $168.36 Period:02/18 031318(5) 011.1033.560000 $37.66 Period:02/18 031318(6) 011.1049.560000 $667.40 Period:02/18 031418(2) 011.1043.560000 $333.71 Period:02/18 031418(2) 020.1084.560000 $333.71 Period:02/18 031418(2) 011.1049.560000 $468.88 Period:02/18 031418(3) 03/30/2018 1964 $2,190.40 00 Printed:4/9/20 -P�, >9:13PM Page 5 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 001481- VERIZON WIRELESS 011.9019.560010 $181.87 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $291.14 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $570.56 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $1,417.20 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $1,489.39 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $264.93 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $405.40 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $722.09 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 011.9019.560010 $52.74 Period:Jan 08-Feb 07 020718_MULTIPLE( 2) 04/04/2018 1965 $5,395.32 000249- FEDEX 011.1024.510000 $113.02 Period:03/18 612862567 04/05/2018 1966 $113.02 TOTAL ELECTRONIC $ 771,960.44 Co Printed:4/9/20 (j1 >9:13PM Page 6 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 000294- BACKFLOW APPARATUS& 011.1049.590000 $600.00 Backflow Valve Inspection 837344 VALVE CO 011.1049.590000 $50.00 Backflow Valve Inspection 843806 011.1049.590000 $320.00 Repair Backflow Device 843807 03/27/2018 357378 $970.00 000753- CDPH-CLPPB 011.1060.596550 $75.00 Renewal/CDPH No.18985 031318 03/27/2018 357379 $75.00 000256- CALPORTLAND COMPANY 020.1084.520000 $808.93 Supplies 93611251 011.1043.520000 $948.93 Supplies 93624533 020.1084.520000 $948.93 Supplies 93624533 03/27/2018 357380 $2,706.79 001095- CHEM PRO LAB,INC 011.1049.590000 $235.00 Water Treatment Service 622212 011.1049.590000 $235.00 Water Treatment Service 627903 011.1049.590000 $235.00 Water Treatment Service 631329 03/27/2018 357381 $705.00 006178- CLEAN FUELS INC 011.1049.900000 $1,850.00 Preparation&Acquisition of City Permit 180126 03/27/2018 357382 $1,850.00 00 Printed:4/9/20 M >9:13PM Page 7 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002994- FIRE ETC 011.1033.850000 $972.00 Item#21856— 113416 011.0012902 011.1033.850000 $2,202.00 Item#28761— 113416 011.0012902 011.1033.850000 $1,980.00 Item#22026— 113416 011.0012902 011.1033.850000 $189.00 Item#35353— 113416 011.0012902 011.1033.850000 $507.59 Sales Tax 9.5% 113416 03/27/2018 357383 $5,850.59 000706- INFRASTRUCTURE 020.1084.596200 $9,900.00 Professional Services 12/17 10444 ENGINEERING COR 03/27/2018 357384 $9,900.00 003200- MCCALL'S METER SALES& 020.1084.520000 $662.00 Flowcom Digital Register Kit/OI 30225 011.0012855 SERVICE 020.1084.520000 $11.33 Gasket, Meter Head, 30225 011.0012855 020.1084.520000 $500.00 Portal to Portal per hour 30225 011.0012855 020.1084.520000 $63.96 Sales Tax 9.5% 30225 03/27/2018 357385 $1,237.29 003271- ROBERTSON'S 011.1043.520000 $867.79 Supplies 175260 03/27/2018 357386 $867.79 001490- ALL CITY MANAGEMENT 011.1031.594200 $967.68 School Crossing Guard Services 53361 SERVICES, 03/29/2018 357387 $967.68 00 Printed:4/9/20 —4 >9:13PM Page 8 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002889- AT&T MOBILITY 011.9019.560010 $45.00 Period:02/09/18-03/08/18 83217648OX03162 018 03/29/2018 357388 $45.00 003846- CITY OF HUNTINGTON PARK 011.1031.594200 $3,333.00 Prisoner Booking Log 01/18 19571 03/29/2018 357389 $3,333.00 006233- CONVERGINT TECHNOLOGIES 011.9019.590110 $2,055.00 Street Cameras Services W554132 LLC 03/29/2018 357390 $2,055.00 005722- INC CROWN CASTLE USA 011.199999 $7,500.00 Security Dep Reimb E-2017-0820 Ref000205731 03/29/2018 357391 $7,500.00 006184- ECONOLITE SYSTEMS, INC 011.1043.590000 $5,730.07 Rolling Report 02/18 22605 03/29/2018 357392 $5,730.07 000829- IRON MOUNTAIN 011.9019.560010 $191.46 Storage Services 201544687 03/29/2018 357393 $191.46 001800- JSB FIRE PROTECTION,LLC 011.1033.595200 $4,727.83 Professional Services 18202 03/29/2018 357394 $4,727.83 000971- KJ SERVICES 011.1040.595200 $200.00 Bottle&Can Recycling Program 02/18 1203 03/29/2018 357395 $200.00 005607- LEVITON LAW GROUP,A P.C. 011.1048.596200 $700.00 Professional Services 02/18 6623 03/29/2018 357396 $700.00 00 Printed:4/9/20 CO >9:13PM Page 9 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002732- LEXIPOL,LLC 011.1031.596200 $4,400.00 Lexipol Subscription— 23843 03/29/2018 357397 $4,400.00 006228- MILLSOFT LLC 011.9019.595210 $3,050.00 Computer Programming Services 271 03/29/2018 357398 $3,050.00 004321- MORBIDITY&MORTALITY 011.1060.596600 $398.00 Subscription Fees 030518 WEEKLY R 03/29/2018 357399 $398.00 004226- NIELSEN, MERKSAMER, 011.1002.596200 $1,590.50 Professional Services 02/18 30118 PARRINELLO 03/29/2018 357400 $1,590.50 001700- ALI NOURMOHAMADIAN 057.1057.520010 $34.94 Reimb.Fiber Supplies 032218 03/29/2018 357401 $34.94 001072- ANA RUEDA 011.1026.596500 $33.98 Employer Rep/Witness at WCAB 031318 03/29/2018 357402 $33.98 000031- SMITH-EMERY LABORATORIES, 011.1043.900000 $33,816.30 Professional Services 4513211 INC 03/29/2018 357403 $33,816.30 001158- SOUTH COAST AQMD 020.1084.596200 $378.28 ICE(50-500 HP)EM ELEC GEN-DIESEL 3238569 020.1084.596200 $127.46 Flat Fee for Last FY Emissions 3240857 03/29/2018 357404 $505.74 00 Printed:4/9/20 CO >9:13PM Page 10 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 000141- THOMSON REUTERS-WEST 011.1024.596600 $306.00 West Information Charges 837803601 011.4031.596200 $1,071.86 West Information Charges 837824167 03/29/2018 357405 $1,377.86 004441- U.S.DEPT OF EDUCATION 011.210260 $408.74 Garnishment: Payment Ben205655 NATIONA 03/29/2018 357406 $408.74 001617- UPS 011.1041.520000 $37.35 Period:01/18 933312098 011.1033.520000 $13.30 Period:01/18 933312098 011.150199 $13.43 Period:01/18 933312098 011.1033.520000 $11.45 Period:01/18 933312108 011.1041.520000 $46.87 Period:01/18 933312108 011.150199 $32.57 Period:01/18 933312108 03/29/2018 357407 $154.97 001481- VERIZON WIRELESS 011.9019.560010 $802.50 Period: Feb 11-Mar 10 9803245126 03/29/2018 357408 $802.50 000706- INFRASTRUCTURE 020.1084.595200 $2,300.00 Professional Services 07/17 10047 ENGINEERING COR 020.1084.596200 $645.00 Professional Services 02/18 10577 03/29/2018 357409 $2,945.00 Printed:4/9/20 O >9:13PM Page 11 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 000209- MERRIMAC ENERGY GROUP 011.120030 $5,225.14 Diesel Fuel. 2180770 011.0012986 011.120030 $7.73 AB32 Fee 2180770 011.0012986 011.120030 $5.11 Federal Oil Spill 2180770 011.0012986 011.120030 $859.32 State Diesel Excise Tax 2180770 011.0012986 011.120030 $2.39 Lust Fee 2180770 011.0012986 011.120030 $799.17 Clear Diesel Sales Tax 2180770 011.120030 $8,009.80 Unleaded Fuel. 2180771 011.0012986 011.120030 $12.60 CA Enviro/Fed Oil Spill Tax 2180771 011.0012986 011.120030 $5.37 CA Childhood Lead Fee 2180771 011.0012986 011.120030 $9.95 AB32 2180771 011.0012986 011.120030 $1,492.44 State Gasoline Excise Tax 2180771 011.0012986 011.120030 $3.58 Lust Fee 2180771 011.0012986 011.120030 $428.99 Fuel Sales Tax 4.50% 2180771 04/03/2018 357410 $16,861.59 001017- SPRINT 011.9019.560010 $32.30 Period:02/18 677975318196 04/03/2018 357411 $32.30 000314- ANGEL CITY DATA,INC 011.9019.590110 $13,750.00 Fire Inspection Database System- 15870 011.0012859 04/05/2018 357412 $13,750.00 005088- BELINDA ARELLANO 011.1031.596700 $9.20 P.O.S.T.Dispatch/Terrorism Awareness 021318 04/05/2018 357413 $9.20 Printed:4/9/20 >9:13PM Page 12 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 006054- BEARCOM 011.1036.596200 $523.32 SC Service Agreement 4673134 011.1036.590000 $196.22 SC Service Agreement 4673134 011.1036.590000 $140.29 SC Service Agreement 4673135 011.1036.596200 $374.15 SC Service Agreement 4673135 011.1036.590000 $141.80 SC Service Agreement 4673136 011.1036.596200 $378.20 SC Service Agreement 4673136 011.1036.590000 $40.99 SC Service Agreement 4673141 011.1036.596200 $109.29 SC Service Agreement 4673141 04/05/2018 357414 $1,904.26 003037- SECRETARY FOR ENV. 011.240020 $210.00 Surcharge Transmittal Fees— 032618 PROTECTION 011.240022 $26.00 Surcharge Transmittal Fees— 032618 04/05/2018 357415 $236.00 003088- CLINICAL LAB OF SAN 020.1084.596200 $1,138.00 Lab Services 961320 BERNARDINO 04/05/2018 357416 $1,138.00 005701- JESSICA DAVIS 011.1031.596700 $9.20 P.O.S.T.Dispatch/Terrorism Awareness 021318 04/05/2018 357417 $9.20 005055- ECMS,INC 011.1033.540000 $216.81 Turnout Cleaning— INV165058 011.0012516 04/05/2018 357418 $216.81 000529- EPIC LAND SOLUTIONS,INC 011.1004.595200 $6,262.50 Professional Services 1180681 04/05/2018 357419 $6,262.50 Printed:4/9/20 IV >9:13PM Page 13 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 003796- FIRE APPARATUS SOLUTIONS 011.1033.570000 $1,286.84 Vehicle Maintenance&Repairs 12223 011.1033.570000 $1,231.14 Vehicle Maintenance&Repairs 12226 011.1033.570000 $827.50 Vehicle Maintenance&Repairs 12227 011.1033.570000 $1,322.28 Vehicle Maintenance&Repairs 12228 011.1033.570000 $1,238.56 Vehicle Maintenance&Repairs 12230 011.1033.570000 $649.54 Vehicle Maintenance&Repairs 12231 011.1033.570000 $274.26 Vehicle Maintenance&Repairs 12232 011.1033.570000 $16,969.17 Vehicle Maintenance&Repairs 12365 04/05/2018 357420 $23,799.29 Printed:4/9/20 W i9:13PM Page 14 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 003634- INTER-VALLEY POOL SUPPLY, 020.1084.500140 $212.10 Sodium Hypochlorite 104465 INC 020.1084.500140 $81.58 Sodium Hypochlorite 104466 020.1084.500140 $261.05 Sodium Hypochlorite 104467 020.1084.500140 $138.68 Sodium Hypochlorite 104468 020.1084.500140 $24.47 Sodium Hypochlorite 104469 020.1084.500140 $146.84 Sodium Hypochlorite 104470 020.1084.500140 $335.34 Sodium Hypochlorite 104603 020.1084.500140 $177.84 Sodium Hypochlorite 104893 020.1084.500140 $166.42 Sodium Hypochlorite 104894 020.1084.500140 $150.10 Sodium Hypochlorite 104895 020.1084.500140 $159.89 Sodium Hypochlorite 104896 020.1084.500140 $130.52 Sodium Hypochlorite 104897 020.1084.500140 $857.52 Sodium Hypochlorite 105238 04/05/2018 357421 $2,842.35 003342- LIBERTY MANUFACTURING, 011.4031.594200 $338.50 Range Maintenance 9922 INC 04/05/2018 357422 $338.50 001150- MCMASTER CARR SUPPLY 011.1049.520000 $-209.08 Credit- 14914393 011.0012501 COMPANY 020.1084.520000 $233.39 Electrical&Building Supplies- 57462708 011.0012501 020.1084.520000 $475.23 Electrical&Building Supplies- 57664491 011.0012501 04/05/2018 357423 $499.54 Printed:4/9/20 >9:13PM Page 15 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 001096- MELVYN GREEN&ASSOCIATES, 011.1041.595200 $9,817.70 Plan Check Services 02/18 14050 INC 011.1033.466200 $150.00 Plan Check Services 02/18 14050 04/05/2018 357424 $9,967.70 006222- MICRO MOTION,INC 020.1084.520000 $7,093.60 Rosemount 8705 Flanged Magnetic Flow 40468285 011.0012898 020.1084.520000 $129.63 Freight 40468285 011.0012898 020.1084.520000 $686.20 Sales Tax 9.5% 40468285 04/05/2018 357425 $7,909.43 001421- NET MOTION WIRELESS,INC. 011.9019.590110 $3,684.45 SKU#11NMXP22— 10040515 011.0012987 04/05/2018 357426 $3,684.45 002905- TLC PET MEDICAL CENTER 011.1031.594200 $101.00 Veterinary Services 361063 04/05/2018 357427 $101.00 004352- UNITED BUSINESS MAIL 011.1004.520000 $7,000.00 Postage Replenishment 040318 04/05/2018 357428 $7,000.00 Printed:4/9/20 (j1 >9:13PM Page 16 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 001399- VERNON SANITARY SUPPLY CO 011.120010 $74.79 0500-150 #8J8 8 oz. Foam Cups, 1000 21185800 011.0012973 011.120010 $402.01 0500-155 PBS516-W 16oz.Paper Hot 21185800 011.0012973 011.120010 $171.90 0500-157 Dart Lid,White,Sip Thru, 10 21185800 011.0012973 011.120010 $132.90 0515-490 5"X 36"Dust Mop Refills, 21185800 011.0012973 011.120010 $215.20 0568-450 Dial Anti-Bacterial Bar Soap, 21185800 011.0012973 011.120010 $75.16 0578-200 45114 Joy Liquid Dish Soap,8 21185800 011.0012973 011.120010 $44.74 0578-300 Cascade#34034 Dishwashing 21185800 011.0012973 011.120010 $464.88 0578-400 13878 Tide Liquid Laundry 21185800 011.0012973 011.120010 $196.12 0578-580 04930 Palmolive Liquid Dish& 21185800 011.0012973 011.120010 $31.71 0578-590 Dial Instance Hand Sanitizer, 21185800 011.0012973 011.120010 $171.89 Sales Tax 9.5% 21185800 011.120010 $333.66 0500-156 Cup Buddy Kraft for 10-24 oz. 21398400 011.0012973 011.120010 $91.35 0578-590 Dial Instance Hand Sanitizer, 21398400 011.0012973 011.120010 $40.38 Sales Tax 9.5% 21398400 04/05/2018 357429 $2,446.69 TOTAL EARLY CHECKS $ 198,139.84 Printed:4/9/20 M >9:13PM Page 17 of 23 CITY OF VERNON GENERAL ACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 WARRANTS ACCOUNT INVOICE PAYMENT CHECK P VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE DATE NUMBER AMOU 000005- A THRONE CO., INC. 011.1033.596200 $122.43 Portable Restrooms 522420 04/17/2018 357430 $122.43 005997- BRANDON ARAUJO 011.1043.596500 $44.15 Open Streets Event 040218 04/17/2018 357431 $44.15 004303- ATHENS INSURANCE SERVICES, 011.1004.502090 $375.00 Claims Entered 03/18 IVC363 INC 04/17/2018 357432 $375.00 000830- ATT SYSTEMS 011.1004.520000 $394.40 4"LTD Carrier 9 1/4"IL x 11"OL 31601 011.0012972 011.1004.520000 $26.18 Freight 31601 011.0012972 011.1004.520000 $36.80 Sales Tax 9.5% 31601 04/17/2018 357433 $457.38 001049- BENNETT A.WEINER,O.D. 011.1047.502030 $450.00 Vision Benefits/E.Cavazos 032818 04/17/2018 357434 $450.00 003374- CALIFORNIA PRODUCT 011.1061.596550 $1,000.00 2018-2019 Associate Fees FY19023AF STEWARDSHIP 04/17/2018 357435 $1,000.00 CO Printed:4/9/20 v i9:13PM Page 18 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 WARRANTS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 000278- CALOLYMPIC SAFETY 011.120010 $60.00 0620-700 Wipe Alcohol Free Respirator 368221 011.0012978 011.120010 $137.34 0621-900 Spectacle Kit for 9000 Series 368221 011.0012978 011.120010 $168.96 0623-100 Rock Safety Glasses,Clear 368221 011.0012978 011.120010 $162.50 0623-100 Relentless Glasses,Clear 368221 011.0012978 011.120010 $22.07 Freight 368221 011.0012978 011.120010 $50.24 Sales Tax 9.5% 368221 04/17/2018 357436 $601.11 000970- DANGELO CO 011.120010 $4,279.68 3062-210 Pipe 10"CL52 D.I.T.J. Pipe S1331682001 011.0012992 011.120010 $406.57 Sales Tax 9.5% S1331682001 04/17/2018 357437 $4,686.25 006191- DATA TICKET,INC 011.1031.594200 $416.40 Parking Citation Processing Service 87473 04/17/2018 357438 $416.40 006032- RAYMOND DE NIJS 011.1033.596600 $296.97 Reimb.Fire Officer Course Books 040318 04/17/2018 357439 $296.97 006050- MICHAEL EARL 011.1026.502030 $400.00 Vision Benefits/D.Earl 032818 04/17/2018 357440 $400.00 001746- ENTENMANN-ROVIN CO 011.1033.520000 $14.00 Fire Badges 134202IN 04/17/2018 357441 $14.00 000529- EPIC LAND SOLUTIONS,INC 011.1004.595200 $3,231.25 Professional Services 3180681 04/17/2018 357442 $3,231.25 Printed:4/9/20 CO >9:13PM Page 19 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 WARRANTS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 000524- FERGUSON ENTERPRISES,INC 011.120010 $4,161.50 3062-440 2" H-1422-2N 18"High Meter 624156 011.0012927 011.120010 $395.34 Sales Tax 9.5% 624156 011.120010 $4,538.13 3069-602)12"X 10"S.S.Tapping 626661 011.0012985 011.120010 $431.12 Sales Tax 9.5% 626661 04/17/2018 357443 $9,526.09 005159- LISETTE GRIZZELLE 011.1026.502030 $168.00 Vision Benefits/M.Grizzelle 032818 04/17/2018 357444 $168.00 005173- INVESTIGATIVE POLYGRAPH 011.1031.596200 $1,175.00 Professional Services 263 SVC 04/17/2018 357445 $1,175.00 006042- TROY MILANO 011.1033.596700 $200.00 Reimb.GPS Land Navigation Course 032218 04/17/2018 357446 $200.00 005504- NTS MIKEDON,LLC 011.120010 $3,100.00 0730-200 Perma Patch 601b.bags. 662728 011.0012990 011.120010 $50.00 Freight 662728 011.0012990 011.120010 $294.50 Sales Tax 9.5% 662728 04/17/2018 357447 $3,444.50 001467- JASON ROSA 011.1033.596700 $100.00 Reimb.GPS Land Navigation Course 032218 04/17/2018 357448 $100.00 000179- SANDLER BROS 011.120010 $1,656.00 0560-300)Cotton Knit Rags,Colored, 207089IN 011.0012991 011.120010 $157.32 Sales Tax 9.5% 207089IN 04/17/2018 357449 $1,813.32 Printed:4/9/20 CO >9:13PM Page 20 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 WARRANTS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 003903- US HEALTHWORKS MEDICAL 011.1026.597000 $39.00 Medical Services 3283787CA GROUP, 011.1026.597000 $90.00 Medical Services 3288633CA 011.1026.597000 $78.00 Medical Services 3291904CA 04/17/2018 357450 $207.00 000768- USA BLUE BOOK 011.1047.520000 $479.80 Poly Green Sampling Enclosure with 518376 011.0012977 011.1047.520000 $120.00 Freight 518376 011.0012977 011.1047.520000 $56.98 Sales Tax 9.5% 518376 04/17/2018 357451 $656.78 000125- FERNANDO VALENZUELA 011.1031.502030 $224.98 Vision Benefits/S.Valenzuela 031418 04/17/2018 357452 $224.98 005152- VASQUEZ&COMPANY, LLP 011.1004.595200 $7,644.00 Professional Services 2180255IN 04/17/2018 357453 $7,644.00 006133- JOHN PAUL VITTORIO 011.1033.596700 $435.00 Reimb.Firehouse World Conference 032218 04/17/2018 357454 $435.00 001153- ZUMAR INDUSTRIES,INC 011.1043.520000 $1,409.40 R10-12 3036R 813828 Left Turn Yield On 175567 011.0012969 011.1043.520000 $144.95 Special Sign 36S 8P828,36"Square, 175567 011.0012969 011.1043.520000 $142.00 SX0220 Universal Clamps. 175567 011.0012969 011.1043.520000 $98.31 Freight 175567 011.0012969 011.1043.520000 $161.15 Sales Tax 9.5% 175567 04/17/2018 357455 $1,955.81 O Printed:4/9/20 0 >9:13PM Page 21 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 WARRANTS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT TOTAL WARRANTS $ 39,645.42 CD Printed:4/9/20 � i9:13PM Page 22 of 23 CITY OF VERNON GENERALACCOUNT WARRANT REGISTER NO. 1492 APRIL 17,2018 RECAP BY FUND FUND ELECTRONIC TOTAL EARLY CHECK TOTAL WARRANT TOTAL GRAND TOTALS 011-GENERAL $ 771,626.73 $ 169,160.61 $ 39,645.42 $ 980,432.76 020-WATER 333.71 28,944.29 0.00 29,278.00 057-FIBER OPTIC 0.00 34.94 0.00 34.94 GRAND TOTAL $ 771,960.44 $ 198,139.84 $ 39,645.42 $ 1,009,745.70 TOTAL CHECKS TO BE PRINTED 26 O Printed:4/9/20 N i9:13PM Page 23 of 23 City Council Agenda Item Report Agenda Item No. COV-55-2018 Submitted by:John Lau Submitting Department:Finance/Treasury Meeting Date:April 17, 2018 SUBJECT Approval of City Payroll Warrant Register No. 742 Covering the Period of March 01 through March 31, 2018 Recommendation: A. Approve City Payroll Warrant Register No. 742 which totals $4,209,756.80 and consists of the following: 1) Ratification of direct deposits, checks and taxes totaling$3,321,996.91 2) Checks and electronic fund transfers (EFT)paid through General bank account totaling$887,759.89 Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval Pursuant to the aforementioned code section, the City Treasurer has prepared City Payroll Warrant Register No. 742 covering claims and demands presented during the period of March 01 through March 31, 2018, drawn, or to be drawn, from East West Bank for City Council approval Fiscal cal Impact: None. ATTACHMENTS • 2018-04-17_Payroll Warrant Register.pdf 103 Raquel Franco 1 4/9/2018 10:48 AM PAYROLL WARRANT REGISTER City of Vernon No. 742 Month of March 2018 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 Director of Finance i Date: L \Q) �© 104 Page 1 of 1 Payroll Warrant Register Memo(005):Warrant Payrolls reported for the month of March: 02/04/18-02/17/18, Paydate 03/01/18 02/04/18-02/17/18, Paydate 03/01/18 02/18/18-03/03/18, Paydate 03/15/18 02/18/18-03/03/18, Paydate 03/15/18 03/04/18-03/17/18, Paydate 03/29/18 Payment Method Date Payment Description Amount Checks 03/01/18 Net payroll, checks $ 14,075.81 ACH 03/01/18 Net payroll, direct deposits 852,616.73 ACH 03/01/18 Payroll taxes 228,777.49 ACH 03/01/18 Net payroll, direct deposits 16,279.31 ACH 03/01/18 Payroll taxes 7,330.95 Checks 03/15/18 Net payroll, checks 11,757.12 ACH 03/15/18 Net payroll, direct deposits 835,997.80 ACH 03/15/18 Payroll taxes 217,261.34 ACH 03/15/18 Net payroll, direct deposits 22,248.16 ACH 03/15/18 Payroll taxes 10,018.81 Checks 03/29/18 Net payroll, checks 15,939.84 ACH 03/29/18 Net payroll, direct deposits 859,113.76 ACH 03/29/18 Payroll taxes 230,579.79 Total net payroll and payroll taxes 3,321,996.91 ACH 03/01/18 ICMA 41,857.68 ACH 03/01/18 CalPERS 244,264.25 ACH 03/01/18 California State Disbursement Unit 2,616.91 357129 03/01/18 Franchise Tax Board 955.22 357153 03/01/18 U.S. Dept of Education 408.74 ACH 03/01/18 IBEW Dues 3,474.08 ACH 03/01/18 Vernon Firemen's Association 3,354.00 ACH 03/01/18 Vernon Police Officers' Benefit Association 1,861.73 ACH 03/15/18 ICMA 39,894.58 ACH 03/15/18 CalPERS 245,702.22 ACH 03/15/18 California State Disbursement Unit 2,616.91 ACH 03/15/18 Teamsters Local 911 2,808.00 357267 03/15/18 Franchise Tax Board 616.93 357282 03/15/18 U.S. Dept of Education 408.74 ACH 03/15/18 Vernon Firemen's Association 3,354.00 ACH 03/15/18 Vernon Police Officers' Benefit Association 1,861.73 ACH 03/29/18 ICMA 40,799.67 ACH 03/29/18 CalPERS 243,031.88 ACH 03/29/18 California State Disbursement Unit 2,248.15 357406 03/29/18 U.S. Dept of Education 408.74 ACH 03/29/18 Vernon Firemen's Association 3,354.00 ACH 03/29/18 Vernon Police Officers' Benefit Association 1,861.73 Payroll related disbursements, paid through General bank account 887,759.89 Total net payroll,taxes, and related disbursements $ 4,209,756.80 105 Page 1 of 1 City Council Agenda Item Report Agenda Item No. COV-59-2018 Submitted by:John Lau Submitting Department:Finance/Treasury Meeting Date:April 17, 2018 SUBJECT Approval of Public Utilities Account Warrant Register No. 457 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Public Utilities Account Warrant Register No. 457 which totals $2,369,284.75 and consists of the following: 1) Ratification of electronic payments totaling$2,314,226.15. 2) Ratification of the issuance of early checks totaling$55,058.60. Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval Pursuant to the aforementioned code section, the City Treasurer has prepared Public Utilities Account Warrant Register No. 457 covering claims and demands presented during the period of March 27 through April 09, 2018, drawn, or to be drawn, from East West Bank for City Council approval Fiscal cal Impact: None. ATTACHMENTS • 2018-04-17_lp warrant register.pdf 106 Of VAR �► CITY OF VERNON 7 PUBLIC UTILITIES ACCOUNT a� qq WARRANT REGISTER NO.457 APRIL 17,2018 r�vt4T 4�t4`'}b 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 warrants register have been audited for accuracy and availability of funds for payments and have been audited by the City Council of the City of Vernon and that all of said that said claims and/or demands are accurate and that the funds are available for warrants are approved for payments except Warrant Numbers: payments thereof. William Fox Finance Director Date: 107 Printed:4/9/2018 3:04:42PM CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002468- DEPARTMENT OF WATER& 055.9200.500170 $21,870.00 Energy Purchase 02/18 GA190531 POWER 055.9200.500260 $575.00 Energy Purchase 02/18 GA190531 03/27/2018 6680 $22,445.00 O Printed:4/9/20 CO )4:54PM Page 1 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002412- CALIFORNIA ISO 055.9200.500150 $75,324.46 Recalculation Charges 02/18 201803203137880 460 055.9200.500170 $14,885.75 Recalculation Charges 02/18 201803203137880 460 055.9200.500180 $67.87 Recalculation Charges 02/18 201803203137880 460 055.9200.500190 $386.08 Recalculation Charges 02/18 201803203137880 460 055.9200.500210 $33.52 Recalculation Charges 02/18 201803203137880 460 055.9200.500240 $136.63 Recalculation Charges 02/18 201803203137880 460 055.9200.500150 $649,088.62 Initial Charges 03/18 201803203137880 460 055.9200.500190 $15,530.14 Initial Charges 03/18 201803203137880 460 055.9200.500210 $9,071.30 Initial Charges 03/18 201803203137880 460 055.9200.500170 $-91,530.96 Initial Charges 03/18 201803203137880 460 055.9200.500150 $-2,051.91 Recalculation Charges 12/17 201803203137880 460 055.9200.500170 $-713.29 Recalculation Charges 12/17 201803203137880 460 055.9200.500180 $-85.22 Recalculation Charges 12/17 201803203137880 460 055.9200.500190 $-1,770.71 Recalculation Charges 12/17 201803203137880 460 O Printed:4/9/20 CO )4:54PM Page 2 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002412- CALIFORNIA ISO 055.9200.500210 $0.30 Recalculation Charges 12/17 201803203137880 460 055.9200.500150 $23,710.40 Recalculation Charges 03/18 201803203137880 460 055.9200.500170 $-4,599.00 Recalculation Charges 03/18 201803203137880 460 055.9200.500190 $-67.40 Recalculation Charges 03/18 201803203137880 460 055.9200.500210 $-17.78 Recalculation Charges 03/18 201803203137880 460 03/27/2018 6681 $687,398.80 002517- SO CAL PUBLIC POWER 055.122100 $20,329.25 Resolution Billing 318 AUTHORITY 03/28/2018 6682 $20,329.25 000059- SO CAL EDISON 055.9200.500170 $67,760.00 Victorville-Lugo Vernon 02/18 7500883559 055.9200.500170 $160,160.00 Mead-Laguna Bell 02/18 7500883560 055.9200.500170 $24,669.00 Laguna Bell 03/18 7500883575 055.9200.500170 $67,760.00 Victorville-Lugo Vernon 03/18 7500883832 055.9200.500170 $160,160.00 Mead-Laguna Bell 03/18 7500883833 03/29/2018 6683 $480,509.00 002517- SO CAL PUBLIC POWER 055.9200.500154 $275,203.50 Antelope DSR 1 Solar Project DSR10318 AUTHORITY 04/02/2018 6684 $275,203.50 Printed:4/9/20 0 )4:54PM Page 3 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002517- SO CAL PUBLIC POWER 055.9200.500154 $264,812.92 Puente Hills Landfill Gas Project PHL0318 AUTHORITY 04/02/2018 6685 $264,812.92 002412- CALIFORNIA ISO 055.9200.500150 $74.01 Initial Charges 03/18 201803273137915 964 055.9200.500150 $-0.68 Recalculation Charges 03/18 201803273137915 964 055.9200.500150 $607,457.78 Initial Charges 03/18 201803273137916 034 055.9200.500190 $21,151.98 Initial Charges 03/18 201803273137916 034 055.9200.500210 $9,012.28 Initial Charges 03/18 201803273137916 034 055.9200.500170 $-87,812.71 Initial Charges 03/18 201803273137916 034 055.9200.500150 $-33,123.57 Recalculation Charges 03/18 201803273137916 034 055.9200.500210 $-48.77 Recalculation Charges 03/18 201803273137916 034 055.9200.500170 $4,949.91 Recalculation Charges 03/18 201803273137916 034 055.9200.500190 $3,306.71 Recalculation Charges 03/18 201803273137916 034 04/03/2018 6686 $524,966.94 000922- IRENE CASTILLO 055.9000.596500 $37.54 Communication Skills for Women Seminar 083117 04/05/2018 6687 $37.54 Printed:4/9/20 )4:54PM Page 4 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002426- CH2M HILL ENGINEERS,INC 055.9000.596200 $2,750.64 Env Support Services 381127466 055.9000.900000 $324.15 Env Support Services 381127466 055.9000.596200 $4,834.70 Env Support Services 381138451 04/05/2018 6688 $7,909.49 006198- JRM 055.8100.596200 $29,090.17 Unarmed Security Guard Services 1797 04/05/2018 6689 $29,090.17 001552- HOME DEPOT CREDIT 055.8400.520000 $1,466.63 Hardware Supplies— 022618_MULTIPLE 055.0002553 SERVICES 055.9000.900000 $35.01 Hardware Supplies— 022618_MULTIPLE 055.0002553 04/04/2018 6690 $1,501.64 000249- FEDEX 055.9000.520000 $21.90 Period:03/18 612862567(2) 04/05/2018 6691 $21.90 TOTAL ELECTRONIC $2,314,226.15 Printed:4/9/20 N )4:54PM Page 5 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 002308- ASBURY ENVIRONMENTAL 055.8400.590000 $462.06 Environmental Services 150000293980 SERVICES 03/27/2018 513184 $462.06 004000- ARMANDO HINOJOS 055.8100.502030 $238.96 Vision Benefits/A.Hinojos 022818 055.8100.502030 $356.99 Vision Benefits/S.Hinojos 022818(2) 03/27/2018 513185 $595.95 001700- ALI NOURMOHAMADIAN 055.9100.596700 $122.97 Reimb.Meals for Meeting 032218(2) 03/29/2018 513186 $122.97 006284- FOREST LIM PROPERTIES 055.7200.596702 $9,096.86 Customer Incentive Program 032618 04/03/2018 513187 $9,096.86 006285- PARAMOUNT EXPORT 055.7200.596702 $7,638.38 Customer Incentive Program 032718 COMPANY 04/03/2018 513188 $7,638.38 006286- URBAN TRENDS COLLECTION 055.7200.596702 $14,442.45 Customer Incentive Program 032918 04/03/2018 513189 $14,442.45 001948- AT&T 055.9200.560010 $242.63 Period:03/19-04/18 3101659164 04/05/2018 513190 $242.63 001948- AT&T 055.9000.560010 $223.32 Period:02/10-03/09 11041937 04/05/2018 513191 $223.32 Printed:4/9/20 W )4:54PM Page 6 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 001479- BLOOMBERG FINANCE,LP 055.9200.596200 $270.75 New York Mercantile Exchange 5604333144 055.9200.596200 $11,250.00 Bloomberg Terminal 5604333147 04/05/2018 513192 $11,520.75 000310- CRAIG WELDING SUPPLY,CO 055.8000.590000 $26.54 Refill Cylinders 623916 055.0002538 04/05/2018 513193 $26.54 000804- LB JOHNSON HARDWARE CO 055.8400.590000 $74.10 Hardware Supplies— 436112 055.0002541 #1 055.8400.590000 $479.38 Hardware Supplies— 694424 055.0002541 055.8400.590000 $125.34 Hardware Supplies— 694873 055.0002541 055.8400.590000 $48.35 Hardware Supplies— 694925 055.0002541 055.8400.590000 $432.02 Hardware Supplies— 695031 055.0002541 055.8400.590000 $87.04 Hardware Supplies— 695099 055.0002541 055.8400.590000 $24.46 Hardware Supplies— 695360 055.0002541 04/05/2018 513194 $1,270.69 000870- MAYWOOD CAR WASH 055.8100.570000 $95.00 Full Service Car Wash— 988 055.0002542 055.8100.570000 $95.00 Full Service Car Wash— 993 055.0002542 04/05/2018 513195 $190.00 004098- SO CAL OVERHEAD DOOR CO, 055.8400.590000 $370.00 Repairs&Maintenance 50404 INC 04/05/2018 513196 $370.00 Printed:4/9/20 )4:54PM Page 7 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 005030- UNITED STEEL FENCE 055.8000.900000 $8,856.00 Fence Installation 18210 COMPANY 04/05/2018 513197 $8,856.00 TOTAL EARLY CHECKS $ 55,058.60 Printed:4/9/20 Cal )4:54PM Page 8 of 9 CITY OF VERNON PUBLIC UTILITIES ACCOUNT WARRANT REGISTER NO.457 APRIL 17,2018 RECAP BY FUND FUND ELECTRONIC TOTAL EARLY CHECK TOTAL WARRANT TOTAL GRAND TOTALS 055-LIGHT&POWER $ 2,314,226.15 $ 55,058.60 $ 0.00 $ 2,369,284.75 GRAND TOTAL $ 2,314,226.15 $ 55,058.60 $ 0.00 $ 2,369,284.75 TOTAL CHECKS TO BE PRINTED 0 Printed:4/9/20 C7 )4:54PM Page 9 of 9 City Council Agenda Item Report Agenda Item No. COV-58-2018 Submitted by:John Lau Submitting Department:Finance/Treasury Meeting Date:April 17, 2018 SUBJECT Approval of Gas Account Warrant Register No. 245 Covering the Period of March 27 through April 09, 2018 Recommendation: A. Approve Gas Account Warrant Register No. 245 which totals $306,176.63 and consists of the following: 1)Ratification of electronic payments totaling$295,109.98. 2) Ratification of the issuance of early checks totaling$11,066.65. Backgroud: Section 2.13 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared Gas Account Warrant Register No. 245 covering claims and demands presented during the period of March 27 through April 09, 2018, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal cal Impact: None. ATTACHMENTS • 2018-04-17_gas warrant register.pdf 117 _ Of Ve 4 f Pi CITY OF VERNON GAS ACCOUNT WARRANT REGISTER NO.245 APRIL 17,2018 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 warrants register have been audited for accuracy and availability of funds for payments and have been audited by the City Council of the City of Vernon and that all of said that said claims and/or demands are accurate and that the funds are available for warrants are approved for payments except Warrant Numbers: payments thereof. William Fox Finance Director Date: 118 Printed:4/9/2018 3:10:26PM CITY OF VERNON GASACCOUNT WARRANT REGISTER NO. 245 APRIL 17,2018 ELECTRONIC ACCOUNT INVOICE PAYMENT PAYMENT PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 001581- THE GAS COMPANY 056.5600.500160 $168,652.00 Natural Gas 02/18 201802GS019 03/30/2018 715 $168,652.00 001581- THE GAS COMPANY 056.5600.550022 $125,999.79 Period:02/18 031318 03/30/2018 716 $125,999.79 001552- HOME DEPOT CREDIT 056.5600.520000 $411.13 Building Supplies— 013018_MULTIPLE 056.0000457 SERVICES 04/04/2018 717 $411.13 001581- THE GAS COMPANY 056.5600.560000 $47.06 Period:02/18 031418 03/30/2018 718 $47.06 TOTAL ELECTRONIC $ 295,109.98 Printed:4/9/20 CD -0:33PM Page 1 of 3 CITY OF VERNON GASACCOUNT WARRANT REGISTER NO. 245 APRIL 17,2018 EARLY CHECKS ACCOUNT INVOICE PAYMENT CHECK PAYMENT VENDOR NAME AND NUMBER NUMBER AMOUNT DESCRIPTION INVOICE P.O.# DATE NUMBER AMOUNT 000999- INTERSTATE GAS SERVICES,INC 056.5600.596200 $10,413.52 Consulting Services 02/18 7021414 03/29/2018 1698 $10,413.52 001948- AT&T 056.5600.560010 $604.32 Period:02/10-03/09 11041940 056.5600.560010 $20.31 Period:02/10-03/09 11042039 04/05/2018 1699 $624.63 000870- MAYWOOD CAR WASH 056.5600.570000 $19.00 Full Service Car Wash— 988(2) 056.0000451 056.5600.570000 $9.50 Full Service Car Wash— 993(2) 056.0000451 04/05/2018 1700 $28.50 TOTAL EARLY CHECKS $ 11,066.65 N Printed:4/9/20 0 _0:33PM Page 2 of 3 CITY OF VERNON GASACCOUNT WARRANT REGISTER NO. 245 APRIL 17,2018 RECAP BY FUND FUND ELECTRONIC TOTAL EARLY CHECK TOTAL WARRANT TOTAL GRAND TOTALS 056-NATURAL GAS $ 295,109.98 $ 11,066.65 $ 0.00 $ 306,176.63 GRAND TOTAL $ 295,109.98 $ 11,066.65 $ 0.00 $ 306,176.63 TOTAL CHECKS TO BE PRINTED 0 N Printed:4/9/20 ' L0:33PM Page 3 of 3 City Council Agenda Item Report Agenda ItemNo. COV-48-2018 Submitted by:Keith Allen Submitting Department:Health and Environmental Control Department Meeting Date:April 17, 2018 SUBJECT March 2018 Monthly Report Recommendation: A. Receive and File. Backgroud: Included are monthly activities for the Health and Environmental Control Department which cover the period from March 1, 2018 through March 31, 2018. Fiscal Impact: None. ATTACHMENTS • Health Department Monthly Report- March 2018.pdf 122 . or vEIZ10 DEPO o March, 2018 MONTHLY REPORT Keith Allen, Director 123 HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT MONTHLY REPORT MARCH, 2018 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, 153 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 I1 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 Health Department continued to be an active participant with the Exide Technologies closure. Director Keith Allen engaged in regular conference call and in-person 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. 124 2 UNDERGROUND TANK PROGRAM No underground storage tanks were removed during the month. A total of three USTs were inspected, yielding one violation, which was corrected. FOOD PROGRAM Health Department Staff conducted inspections of the food facilities throughout the City as part of a routine basis by the Department. No major violations were noted during these inspections. . . . Environmental Health Specialist Erik Cheng conducted several plan check reviews and construction inspections of proposed remodeling and new construction for food facilities. Erik also monitored construction progress of new food facilities. ENVIRONMENTAL PROTECTION Health Department staff inspected 11 garment manufacturing facilities and found no major violations. Greater LA County Vector Control District (GLACVCD) continues to provide mosquito control services throughout the City. For all mosquito related complaints and services,please call the GLACVCD at (562) 944-9656. The City has this information available on the Health Department's website as well. SOLID WASTE PROGRAM Environmental Health Specialist Gloria Valdivia 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. 125 3 EMERGENCY RESPONSE The month yielded eight emergency responses; a fire sprinkler discharge at a food processor, a fire sprinkler discharge at a food processor, discolored water at two different food establishments, soil removal and sampling at a petroleum facility, a noise complaint at a hazmat facility, an anhydrous ammonia release at a food processor, a sand/gravel complaint in the street, and a ceiling collapse at a food processor. MISCELLANEOUS The Department continues to work with IT on upgrading the Envision Connect system. Envision Connect is the field inspection computer software that the Department uses to perform inspections and conduct permit billing. END 126 4 City Council Agenda Item Report Agenda ItemNo. COV-35-2018 Submitted by:Keith Allen Submitting Department:Health and Environmental Control Department Meeting Date:April 17, 2018 SUBJECT 2018 Electronic Waste (E-Waste)Recycling Event Recommendation: A. Find that because proposed one day waste collection event at the fire station is an action taken to protect the environment and constitutes normal operations of the fire station, the activity is categorically exempt from the California Environmental Quality Act(CEQA),pursuant to CEQA Guidelines sections 15308 (actions taken to protect the environment), 15323 (normal operations of public facilities) and 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the scheduling of the next City of Vernon E-Waste event for May 29, 2018, at Fire Station#76 at 3375 Fruitland Ave. and related agreement with Arion Global, Inc. for e-waste pick-up and disposal services. Backgroud: With the success of electronic waste collection events held in Vernon at least annually since 2007, and continuing interest by the business community, staff requests your approval to schedule another event for May 29, 2018. For 2018, staff is using the same vendor, Arion Global, Inc. ("Arion'), as last year, which is headquartered in nearby Commerce to help us collect and properly dispose of e-wastes and also some Universal Wastes that are generated by Vernon businesses. Arion will provide e-waste pick-up and disposal services at no cost to the City, as Arion should be able to profit somewhat from the value of the material it accepts. Some Universal Wastes require special handling, and to facilitate removal, that service is provided for a nominal fee to the public. Arion will bill businesses directly for those services. Please see the attached flyer for additional information. This year's 2018 E-Waste Recycling Event is tentatively scheduled for Tuesday, May 29, 2018, at Fire Station#76 at Fruitland and Downey Road. Arion will provide the necessary equipment and most of the manpower(some participation by the City's Department of Public Works &Development Services personnel may be required for logistical purposes). Arion has stated it will collect a fee for Universal Wastes only($.25 per foot for fluorescent light tubes, $3.50 for mixed fluorescents & $1.50/pound batteries). All electronic wastes (e-wastes)will be collected and disposed of for free. A certificate of destruction will be generated by Arion and will total the amounts of wastes collected during the event. Attached are copies of the proposed event flyer; Arion's proposed agreement, proof of insurance, and workers comp coverage; and a list of items that would be accepted for free at the recycling event. The agreement has been approved as to form by the City Attorney's office. Fiscal Impact: 127 None. Arion Global, Inc. is providing the service at no cost to the City of Vernon. ATTACHMENTS • Acceptable Items.doc • Flyer announcement 2018.doc • Service Agreement City of Vernon 2018.pdf 128 Electronic Waste Accepted At Our Recycling Event: Personal Computers Monitors Servers Copiers Batteries (AA, AAA, C, D, 9V) DVD players @ $1.50 / pound Electric typewriters Typewriters Electronic games Hard drives Computers Laptops Telephones Telephone equipment Microwave ovens* Scanners Televisions Tape players Testing equipment Two-way radios Stereos Transparency makers Uninterruptible power supplies VCRs Word processors Printed circuit boards Mobile (cell) phones Modems Pagers PDA's Printers Radios Remote controls Answering machines Camcorders CD players Mixed Fluorescents: $3.50 / lb; Straight tubes $ .25/foot 129 OF VE$ 1905 �rG FOUNDED 5 s�l'8LY iKID City of Vernon E-Waste Recycling Event The City of Vernon Health Department, along with Arion Global, Inc., has scheduled a business electronics waste (e-waste) recycling event in Vernon! For one day only, Vernon businesses/employees/residents will be able to drop-off most e- wastes and the City will provide for the removal and disposal for free. When: Tuesday May 29, 2018 From 10:00 AM until 2:00 PM Where: Vernon Fire Station#76 3375 Fruitland Ave. (Enter on driveway next to 3345 Fruitland Ave., and follow the arrows) Items allowed: Personal computers/laptops, CRT monitors/TV's/plasma/LCD screens, keyboards, mice/trackballs, type writers, copiers/faxes, telephones/cell phones, answering machines, pagers, radios, stereos/speakers, VCR's/DVD players, remote controls, modems/servers, circuit boards, and hard drives. (Only items listed can be accepted; no household hazardous wastes such as paint, solvents, pesticides, oils, etc., are permitted) In addition: E-wastes will be collected for free/Universal wastes require additional fees: Loose batteries will be accepted at $1.50 / lb. Straight fluorescent tubes will be accepted at $.25 / foot, and mixed fluorescent bulbs at $3.50 / lb. (Anion Global will bill companies directly) No computer cartridges will be accepted this time. (For questions or for businesses requiring special handling or large loads are encouraged to contact us at 3231583-8811 extension 233.) 0 0 o. o 0 0 0 4 130 0 KP01-F-1 ARIONCLOBALARI INC. SERVICE AGREEMENT: Recycling,Asset Management, Data Destruction Scope of Work The purpose of this agreement is to define activities, terms and conditions for services provided to The City of Vernon ("Customer") located at 3375 Fruitland Ave. Vernon, Ca 90058. Arion Global, Inc. will provide `recycling event management' which will include labor, documentation, loading/unloading for electronic and universal waste being dropped off at the designated location. Activities and Terms and conditions are listed in the sections below. Services Requested: ® Recycling Event Management ® Electronic Recycling ® Battery Recycling ® Bulb Recycling ® Certificate of Recycling (COR) TERMS and CONDITIONS: The recycling event scheduled for late May or early June 2018 (exact date TBD), will be managed by Arion Global. Event hours will be 10am —2pm. All electronic equipment will be recycled at no cost to the Customer. All documentation/reporting/logs will be handled by Arion Global. Bulbs and batteries will be accepted and billed to individual companies/customers at a rate of$.25/ft for fluorescent tubes, $3.50/lb for mixed fluorescents and $1.50/lb for batteries. Arion Global will deal directly with any organization or persons who choose to recycle bulb and/or batteries during the event. All electronic/universal waste will be cleared away within 24 hrs of the end of the event day All material collected will be taken for processing at the local Arion Global facility located in Commerce, Ca. All certificates and weight reports will be provided via email to the Customer immediately after processing is complete. Additional requested services are available upon request and provided after Customer consent. All universal waste,with the exception of polychlorinated biphenyl(PCB)containing material, is accepted only if it is properly labeled and packaged. Arion Global, Inc.will send additional instructions on packaging and labeling of electronic and universal waste after the Customer signs this[proposed]Service Agreement. In accepting this proposed Service Agreement, Customer agrees to Arion Global, Inc. terms and conditions. This Agreement is dated as of and effective as of 3/13/18. Arion Global, Inc. By: By: Gilbert Villanueva, Arion Global City of Vernon 131 Arion Global, Inc. 1 2919 Tanager Ave.Commerce,California Tel(323)418 2266; Fax(888)782 3074; www.arionglobal.com City Council Agenda Item Report Agenda Item No. COV-50-2018 Submitted by:Danita Robertson Submitting Department:Police Department Meeting Date:April 17, 2018 SUBJECT Vernon Police Department Activity Log and Statistical Summary for the period of March 16 through March 31, 2018 Recommendation: A. Receive and file. Backgroud: The Vernon Police Department's activity report consists of activity during the specified reporting period, including a summary of calls for service, and statistical information regarding arrests, traffic collisions, stored and impounded vehicles, recovered vehicles, the number of citations issued, and the number of reports filed. Fiscal cal Impact: None. ATTACHMENTS • Police Department Activity Report- 3/16/18 to 3/31/18 132 Y ERN ON POLICE DEPARTMENT Department Activity Report First Date: 03/1612018 Jurisdiction: VERNON Last Date: 03/3112018 Department Complaint All Units Primary Unit Type Description VPD 10-6 OFFICER IS 10-6 C7,961,962,10-10,WASH,EQUIPA 147 127 0-96C 10-96 CHARLES(CI—Y HALL SECURITY CHECK) 1 1 10-96H PICK UP THE JAIL PAPER WORK FROM HP.AIL 2 2 10-96M 10-96 MARY(MAIL DETAIL) 7 5 140 SUPPLEMENTAL REPORT 9 6 20001 R IIvJURY HIT AND RUN REPORT 1 1 20002 NON-INJURY HIT AND RUN 5 2 20002R NON-INJURY HI-'AND RUN REPORT 17 9 211R ROBBERY REPORT 2 1 242 BATTERY 3 1 246R SHOOTING AT AN OCCUPIED DWELLING OR VEH 4 2 273.5 DOMESTIC VIOLENCE 3 415 DISTURBING THE PEACE 28 11 417 BRANDISHING A WEAPON 4 1 422 TERRORIST THREATS 4 2 422R TERRORIST THREATS REPORT 2 1 459 BURGLARY 8 2 459A AUDIBLE BURGLARY ALARM 82 45 459R BURGLARY REPORT 22 7 459S SILENT BURGLARY ALARM 1 1 459VR BURGLARY TO A VEHICLE REPORT 8 5 476R FRAUD REPORT 3 3 484 PETTY THEF— ^4 3 484R PETTY HEFT REPORT 15 8 487R GRANDTHEFTREPORT' 8 6 586 PARKING PROBLEM 20 19 594 VANDALISM 12 3 594R VANDALISM REPORT 12 9 602 TRESPASS 35 14 653MR ANNOYING PHONE CALLS REPORT 2 1 901 JNKNOWN INJURY TRAFFIC COLLISION 4 2 901T INJURY TRAFFIC COLLISION 19 6 901TR INJURY TRAFFIC COLLISION REPORT 1 902T NON-INJURY TRAFF C COLLISION 42 23 902TR NON-INJURY TRAFFIC COLLISION REPORT 7 4 909C TRAFFIC CONTROL 1 1 909T TRAFFIC HAZARD 8 6 91, 911 MISUSE/HANGUP 1 _ 911A CONTACT THE REPORTING PAR"Y 22 .5 920PR LOST PROPERTY REPO0_ 2 1 925 SUSPICIOLiS CIRCUMSTANCES 59 23 A459R ATTEMPT BURGLARY REPORT 2 1 AGTAR ATTEMPT GRAND THEFT AUTO REPORT 1 1 ASTVFD ASSIST VERNON FIRE DEPARTMENT -18 11 BARCK BAR CHECK 6 2 BOSIG BROKEN SIGNAL OR LIGHT 3 3 133 BOVEH BROKEN DOWN VEHICLE 15 11 CITCK CITATION CHECK 5 5 0410212018 03:59:11 Page I of 2 VERNON POLICE DEPARTMENT Department Activity Report First Date: 03/16/2018 Jurisdiction: VERNON Last Date: 03/31/2018 Department Complaint All Units Primary Unit Type Description VPD CIVIL CIVIL MATTER 3 2 COP COP DETAIL 2 2 DARE D.A.R.E.ACTIVITIES 1 1 DEMOSTRA DEMONSTRATION 5 4 DET DETECTIVE INVESTIGATION 12 9 DETA�_ DETAIL 3 2 DUI DRIVING UNDER THE INFLUENCE 12 4 FJNG OFFICER IS 10-6 REPORT WRITING '22 118 FOUND FOUND PROPERTY REPORT 8 6 FU FOLLOW UP 17 16 GTAR GRAND THEF-AUTO REPORT 11 8 HBC HAILED BY A CITIZEN 12 8 ILLDPG RPT ILLEGAL DUMPING REPORT k9 TRAINING K9 TRAINING REMINDER,OBTAIN LOCA-ION 1 1 i-OCA-E LOCATED VERNON STOLEN VEHICLE 2 2 LOJACK LOJACK HIT 1 1 LPR LICENSE PLATE READER 4 MISPLOCATE LOCATED MISSING PERSON REPORT 4 2 MR60 M'SC REPORT 1 1 PANIC ALARM PANIC ALARM/DURESS ALARM 8 3 PAPD FJBL!C ASSIST-POLICE 14 6 PATCK PA~ROLCHECK 136 90 PEDCK PEDESTRIAN CHECK 50 25 PLATE LOST OR STOLEN PLATES REPORT PRSTRAN PRISONER TRANSPORTED 6 6 REC RECOVERED STOLEN VEHIG-E 26 9 RECKLESS DF RECKLESS DRIVING (23.03) 3 2 REPO REPOSSESSsON 2 2 ROADRAGE ROAD RAGE 3 2 RR RAIL ROAD PROBLEM "' 1 SEAACA SEAACA ANIMAL CALLS 1 SHOTS SHOTS 4 1 SPEED SPEED CONTEST OR SPEEDING(231C9) 3 2 TRAFFIC STOI TRAFFIC STOP 155 107 UNATTACHED UNATTACHED TRAILER 1 VCK VEHICLE CHECK 102 76 VEH RELEASE VEHICLE RELEASE 4 4 VMCVIO VERNON MUNICIPAL CODE VIOLA" ON 1 I WARRANT WARRANT ARREST 2 1 WELCK WELFARE CHECK 15 6 Department: 1457 952 Overall. 1457 952 134 0410212018 03:59:11 Page 2 of 2 VERNON POLICE DEPARTMENT Police Activity Report Period Ending: 03/31/18 TRAFFIC COLLISIONS NO. PROPERTY RECOVERED TOTAL 16 VEHICLES: $32,000.00 NON-INJURY 8 INJURY 8 Pedestrian Fatalities City Property Damage 5 Hit &Run kMisdemeanor) 3 Hit & Run (Felony) Persons Injured 8 VEHICLES STORED PROPERTY RECOVERED FOR Unlicensed Driver 3 OTHER DEPARTMENTS Abandoned/Stored Vehicle 8 VEHICLES: $39,500.00 Traffic Hazard CITATIONS Citations Iss (Prisoner Release) 22 Citations Iss (Moving) 52 Citations Iss (Parking) 47 Citations Iss (Total) 99 Hazardous 27 Non-Hazardous 25 Other Violations CASES CLEARED BY ARREST AR 18-103 CR 18-0420 11377 HS AR 18-105 CR 18-0424 11364 HS AR 18-106 CR 18-0426 11377 HS AR 18-110 CR 18-0445 11377 HS AR 18-111 CR 18-0448 459 PC AR 18-112 CR 18-0463 11364 HS AR 18-114 CR 18-0466 396 I(A) PC AR18-116 CR18-0476 10851 VC AR 18-118 CR 18-0480 11364 HS AR 18-120 CR 18-0485 11364 HS AR 18-121 CR 18-0488 459 PC AR 18-122 CR 18-0496 11377 HS AR18-123 CR18-0497 396 I(A) PC AR 18-124 CR 18-0501 422 PC AR 18-126 CR 18-0517 484 PC 135 AR18-127 CR18-0533 11364 HS AR 18-128 CR 18-0535 10851 VC VERNON POLICE DEPARTMENT REPORT FOR PERSONS ARRESTED PERIOD ENDING: 3/31 2018 ADULT FELONY ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL BURGLARY 2 2 GRAND THEFT AUTO 1 1 2 INFLICT CORPORAL INJURY ON SPOUSE PETTY THEFT 1 1 THREATED CRIME W/INTENT TERRORIZE 1 1 WARRANT VERNON CASE WARRANT OUTSIDE AGENCY TOTAL FELONY ARRESTS 5 1 6 ADULT MISDEMEANOR ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL CRIMINAL THREATS DOMESTIC VIOLENCE DRIVING UNDER THE INFLUENCE 4 4 EMBEZZLEMENT POSSESS CONTROLLED SUBSTANCE 4 4 POSSESS DRUG PARAPHERNALIA 5 1 6 SHOPLIFTING TRESPASSING 1 2 3 VANDALISM WARRANT(VERNON CASE) 3 3 WARRANT(OUTSIDE AGENCY) 1 1 TOTAL MISD. ARRESTS 18 1 3 21 JUVENILES DETAINED --- FELONY AND MISDEMEANOR MALE FEMALE TOTAL BURGLARY RECEIVING STOLEN PROPERTY ROBBERY VANDALISM WARRANTS (BENCH) TOTAL JUVENILES DET. 0 0 0 TOTAL FELONY ARRESTS (ADULT; TO DATE: 29 TOTAL MISDEMEANOR ARRESTS (ADULT)-0 DATE: 97 TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR)TO DATE: 3 TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR)TO DATE: 129 136 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/16/2018 Jurisdiction: VERNON Last Date: 03/16/2018 Call Number Disp Teti Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305443 RPT 03/16/2018 00:10:31 LAPD#471 Department OCA Number RMS Juris 20002R E 25TH 11 ALAMEDA,VERNON CITY VPD CR20180416 CA0197300 VI VPD DOCHERTY,MICH *91 00:13:11 00:13:12 00:21:58 01:44:21 VPD ONOPA,DANIEL 25E 00:26:43 01:44:20 VPD VILLEGAS,RICHA 31 W 00:21:56 00:27:20 02:20:45 VPD SANTOS,DANIEL S3 01:17:22 01:44:23 20180305453 RPT 03/16/2018 07:18:07 DISTRICT DENIM A459R 2404 E 28TH,VERNON Department OCA Number RMS Juris VPD CR20180417 CA0197300 VPD '20W 07:20:58 07:28:30 VPD QUINONES,ANA 32 07:28:26 07:36:16 07:58:06 20180305454 RPT 03/16/2018 07:24:11 DUNN EDWARDS 459R 4925 52ND PL,VERNON Department OCA Number RMS Juris VI VPD CR20180418 CA0197300 VPD '38E 07:27:09 07:27:14 07:47:16 09:23:14 VPD 20W 07:28:32 07:48:25 08:38:04 VPD QUINONES.ANA 32 07:27:11 07:28:23 20180305468 RPT 03/16/2018 14:26:51 AMPM 484 3278 E SLAUSON AV,VERNON Department OCA Number RMS Juris VPD CR20180419 CA0197300 VPD QUINONES,ANA *32 14:27:09 14:34:55 14:53:35 VPD MADRIGAL,MARI/ 20W 14:34:53 14:51:18 VPD OURIQUE,CARLO 31 14:27:15 14:31:06 14:46:55 VPD HERNANDEZ,MIG 38E 14:30:28 14:30:37 14:48:53 15:19:15 VPD MARTINEZ,GABR' S7 14:30:36 14:57:42 20180305477 1015 03/16/2018 16:05:04 PATCK 6023 ALCOA AV,VERNON Department OCA Number RMS Juris RPT VPD CR20180420 CA0197300 0311712016 04:10:4) Page 1 of 2 W 4 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/16/2018 Jurisdiction: VERNON Last Date: 03/16/2018 Call Number Disp Teti Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute On Scene Depart Arrive Remove Comp 20180305477 1015 03/16/2018 16:05:04 PATCK 6023 ALCOA AV,VERNON Department OCA Number RMS Juris RPT VPD CR20180420 CA0197300 VPD OURIQUE,CARLO *31 16:05:04 17:18:14 VPD HERNANDEZ,MIG 38E 16:25:22 16:38:05 17:17:24 20180305484 RPT 03/16/2018 18:24:14 FED EX 920PR 2600 E 28TH,VERNON Department OCA Number RMS Juris VPD CR20180421 CA0197300 VPD HERNANDEZ,MIG *38E 18:27:42 18:29:12 VPD OURIQUE,CARLO 31 18:29:09 18:49:55 0311712016 04:10:4i Page 2 of 2 W 00 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/17/2018 Jurisdiction: VERNON Last Date: 03/17/2018 Call Number DisT Ten Received Caller Code Complaint Address Unit Time _ Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305533 RPT 03/17/2018 12:11:51 VCK 3100 E WASHINGTON BL.VERNON Departmem OCA Number RMS Juris VI VPD CR20180422 CA0197300 VPD CAM,PATRICK *31 12:11:51 13:24:53 20180305546 RPT 03/17/2018 15:33:09 GEORGE Departmem OCA Number RMS Juris 594R E WASHINGTON BL ll DOWNEY RD.VERNON CITY VPD CR20180423 CA0197300 VPD CAM,PATRICK *31 15:35:11 15:35:11 15:36:41 VPD HERNANDEZ,MIG 38E 15:36:33 15:43:28 16:08:36 20180305547 1015 03/17/2018 15:46:19 Departmem OCA Number RMS Juris PATCK 5990 MALBURG WY,VERNON RPT VPD CR20180424 CA0197300 VPD OURIQUE,CARLO *20 15:46:19 17:28:54 VPD CAM,PATRICK 31 15:46:21 17:00:44 VPD NEWTON,TODD 32W 15:46:27 17:00:46 VPD HERNANDEZ,MIG 38E 16:55:52 17:00:48 VPD MARTINEZ,GABR' S7 16:08:56 17:00:50 20180305550 VS 03/17/2018 17:01:12 VCK 6140 ALCOA AV,VERNON Departmem OCA Number RMS Juris VPD CR20180425 CA0197300 VPD CAM,PATRICK *31 17:01:12 18:16:39 VPD NEWTON,TODD 32W 17:01:14 17:01:38 VPD HERNANDEZ.MIG 38E 17:01:36 17:29:07 0311812018 05:15:36 Page 1 of 1 W CO VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/18/2018 Jurisdiction: VERNON Last Date: 03/18/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time _ Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305583 1015 03/18/2018 01:43:59 PEDCK PEDCK 5526 S SOTO,VERNON Departmem OCA Number RMS Juris RPT VPD CR20180426 CA0197300 VPD VILLEGAS,RICHA' *25W 01:43:59 03:35:40 VPD OURIQUE,CARLO 20 01:51:08 01:52:38 VPD LUCAS,JASON 91 E 01:56:20 02:19:22 VPD CHAVEZ.JERRY,J S2 01:44:07 01:44:07 01:46:17 01:59:20 20180305594 1015 03/18/2018 09:06:03 RUBEN 911A 4305 S SANTA FE AV,VERNON Department OCA Number RMS Juris RPT VPD CR20180427 CA0197300 VPD CAM,PATRICK *25 09:07:34 09:07:34 09:11:27 VPD VALENZUELA.FEF 32F 09:11:25 09:18:10 10:08:27 20180305596 VI 03/18/2018 09:31:18 VCK 3200 E WASHINGTON BL,VERNON Department OCA Number RMS Juris RPT VPD CR20180428 CA0197300 VPD CAM,PATRICK *25 09:31:18 10:04:59 20180305609 VREC 03/18/2018 14:29:12 Departmem OCA Number RMS Juris REC PACIFIC H RANDOLPH,VERNON RPT VPD CR20180429 CA0197300 VPD VALENZUELA.FEF *32E 14:29:12 14:50:34 VPD OURIQUE,CARLO 20 14:29:42 15:25:06 VPD CAM,PATRICK 25 14:36:03 14:49:41 VPD HERNANDEZ,MIG 31 W 14:36:04 14:50:32 VPD MARTINEZ,GABRI S7 14:29:46 14:49:34 20180305622 COP 03/18/2018 19:10:35 FARMER JOHN Departmem OCA Number RMS Juris DEMOSTRA 3049 E VERNON AV,VERNON RPT VPD CR20180433 CA0197300 VPD *32E '9:12:15 19:12:18 20:02:58 22:02:37 VPD LUCAS,JASON 91 W 19:43:45 20:54:05 20180305624 0311912018 04:24:55 Page 1 of 2 O VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 0 311 812 01 8 Jurisdiction: VERNON Last Date: 03/18/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305624 RPT 03/18/2018 20:41:42 GILBERT'S AUTO BODY 594R 2357 E SLAUSON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180430 CA0197300 VPD OURIQUE.CARLO *20 20:43:16 20:43:17 20:57:31 VPD LUCAS,JASON 91 W 20:54:10 21:19:38 20180305625 RPT 03/18/2018 20:51:05 OCEAN QUEEN 87 INC GTAR 4511 EVERETT AV,VERNON Departmem OCA Number RMS Juris VPD CR20180431 CA0197300 VPD VILLEGAS,RICHA *25 20:53:26 20:53:27 21:11:41 21:19:34 20180305629 1015 03/18/2018 21:23:35 Departmem OCA Number RMS Juris PEDCK 4300 MAYWOOD AV,VERNON RPT VPD CR20180432 CA0197300 VOID VPD VILLEGAS,RICHA: *25 21:23:35 22:27:35 VPD OURIQUE,CARLO 20 21:44:17 21:50:44 VPD LUCAS,JASON 91 W 21:37:30 21:47:14 22:02:45 VPD CHAVEZ,JERRY,J S2 21:30:06 21:37:11 21:47:20 20180305631 CITY 03/18/2018 22:02-12 RPT 901T LEONIS BL lI SOTO,VERNON Departmem OCA Number RMS Juris VPD CR20180434 CA0197300 VPD CHAVEZ,JERRY,J *S2 22:02:12 22:35:42 VPD OURIQUE,CARLO 20 22:04:40 22:04:43 22:55:24 VPD REYNA.JOSE S 32F 22:02:42 22:06:43 23:05:08 �r VPD LUCAS,JASON 91 W 22:02:46 22:04:42 23:14:29 0311912018 04:24:56 Page 2 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/19/2018 Jurisdiction: VERNON Last Date: 03/19/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305653 UTL 03/19/2018 03:16:48 Departmem OCA Number RMS Juris LPR FRUITLAND//SANTA FE,VERNON RPT VPD CR20180435 CA0197300 VPD REYNA,JOSE S *32E 03:16:48 03:35:34 VPD OURIQUE,CARLO 20 03:24:57 03:35:34 VPD LUCAS,JASON 91 W 03:25:02 03:35:34 VPD CHAVEZ,JERRY,J S2 03:25:03 03:35:35 20180305660 RPT 03/19/2018 06:12:33 FANTASY GTAR 5383 ALCOA AV,VERNON Departmem OCA Number RMS Juris VPD CR20180436 CA0197300 VPD REYNA,JOSE S *32E 06:15:47 06:24:35 07:12:28 VPD 25E 06:53:28 06:53:29 07:04:05 07:14:14 20180305673 RPT 03/19/2018 08:32:24 RECORDS FOUND 4305 S SANTA FE AV,VERNON Departmem OCA Number RMS Juris VPD CR20180437 CA0197300 VPD CERDA,PAUL,JR *17W 08:33:00 08:50:46 09:07:04 09:08:24 VPD PEREZ,NICK S4 08:38:08 08:50:48 20180305678 RPT 03/19/2018 08:47:03 AMERICAN SELF STORAGE 902T 4250 S ALAMEDA,VERNON Departmem OC4 Number RMS Juris VPD CR20180438 CA0197300 VPD CAM,PATRICK *38E 08:49:50 08:50:25 08:59:21 09:29:01 20180305679 CITY 03/19/2018 09:04:23 RENAN 459R 2221 E 55TH,VERNON Departmem OCA Number RMS Juris RPT VPD CR20180439 CA0197300 VPD CERDA,PAUL,JR *17W 09:07:06 09:07:09 09:07:56 09:08:07 10:51:28 20180305683 RPT 03/19/2018 09:51:10 ATLAS ALUMINUM FOUND 2725 E 46TH,VERNON Department OCA Number RMS Juris VPD CR20180440 CA0197300 VPD CERDA,EUGENIO *25E 09:54:21 09:54:21 10:06:34 11:19:58 0312012018 05:13:17 Page 1 of 3 N VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/19/2018 Jurisdiction: VERNON Last Date: 03/19/2018 Call Number Disp Teti Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Conip 20180305686 RPT 03/19/2018 10:47:16 CRYSTAL PROMOTIONS 653MR 3030 E VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180442 CA0197300 VPD CERDA,PAUL,JR *17W 10:51:47 10:51:47 11:00:28 VPD CAKPATRICK 38E 11:00:23 11:12:47 11:48:43 20180305690 RPT 03/19/2018 11:04:02 METAL IMPROVEMENT 459R 3239 E 46TH,VERNON Department OCA Number RMS Juris VPD CR20180443 CA0197300 VPD CERDA,EUGENIO *25E 11:20:13 11:20:14 11:22:42 12:32:51 20180305692 1015 03/19/2018 11:14:58 Departmem OCA Number RMS Juris WARRANT 4305 S SANTA FE AV,VERNON RPT VPD CR20180441 CA0197300 VOID VPD CERDA,PAUL,JR *17W 11:15:04 11:27:00 VPD GENERA,ELISFO 2W45 11:26:55 11:51:11 20180305696 CITE 03/19/2018 12:33:21 Departmem OCA Number RMS Juris TRAFFIC STOP 3031 F VERNON AV,VERNON VI VPD CR20180444 CA0197300 RPT VPD PEREZ,NICK *S4 12:33:24 13:25:41 VPD CERDA,EUGENIO 25E 12:33:26 12:33:56 VPD CAM,PATRICK 38E 12:33:54 14:04:02 20180305697 SUP 03/19/2018 12:54:04 DIANA MERCEDES ALMENAR 901TR S ALAMEDA//25TH,VERNON VPD GAYTAN,LOREN2 *5D31 13:15:03 14:14:39 20180305699 0312012018 05:13:17 Page 2 of 3 W VERNON POLICE DEPAR TMENT - all Log Report Type All Unit Times and Location with OCA 's -----_-�---- first Date: 03/1912018 Jurisdiction: VERNON Last Date: 03/19/2018 Call Number Dish Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305699 1015 03/19/2018 13:.50:09 SLAUSON DISTRIBUTION CENTER RPT 602 3100 E SLAUSON AV,VERNON Department OCA Number RMS Juris . VPD CR20180445 CA0197300 VPD CERDA,EUGENIO '25E '14:03:07 14:03:53 14:11:40 15:34:55 VPD CERDA,PAUL,JR 17W 14:28:11 14:59:24 VPD CAM,PATRICK 38E 14:04:05 14:12:43 14:59:21 20180305705 RPT 03/19/2018 15:49:20 G KNITE 594R 4720 E 26TH,VERNON Department OCA Number RMS Juris VPD CR20180446 CA0197300 VPD CAM,PATRICK *38E 15:51:56 16:03:25 16:32:08 20180305709 RPT 03/19/2018 16:33:33 MISPLOCATE 1701 E CESAR CHAVEZ AVE,LOS ANGELES Department OCA Number RMS Juris VPD CR20180447 CA0197300 VPD CAM.PATRICK "38E 16:33:33 17:12:39 18:37:38 0312012018 05:13:1 i Page 3 of 3 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Tithes and Location with OCA 's First Date: 03/20/2018 JUriSdiclio►r: VERNON Last Date: 03/20/2018 Call Number Disp Teti Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305738 RPT 03/20/2018 07:44:55 WHOLESALE FASHION 459 4926 S BOYLE AV.VERNON Department OCA Number RMS Juris 1015 VPD CR20180448 CA0197300 VPD CERDA,PAUL,JR *17 07:46:07 07:46:07 07:47:35 09:03:01 VPD VALENZUELA,FEI 20E 07:46:40 07:48:24 09:23:28 VPD CERDA.EUGENIO 31W 07:47:33 07:49:49 20180305764 RPT 03/20/2018 13:40:47 JORDANA COSMETICS A245R 2035 E 49TH,VERNON Department OCA Number RMS Juris VPD CR20180449 CA0197300 VPD CERDA.EUGENIO *31W 13:45:20 13:45:20 13:51:48 15:02:33 20180305779 RPT 03/20/2018 17:10:55 POPCORNOPOLIS NEW HQ SHOTS 3200 F SLAUSON AV.VERNON Department OCA Number RMS Juris VPD CR20180450 CA0197300 VPD CERDA,PAUL,JR *17 17:11:32 17:15:38 17:39:41 VPD VALENZUELA.FEI 20E 17:12:46 17:16:51 18:08:08 VPD CERDA.EUGENIO 31W 17:11:33 17:19:10 17:27:15 VPD PEREZ.NICK S4 17:15:50 17:37:07 20180305780 RPT 03/20/2018 17:32:25 PAPD E SLAUSON AV ll DOWNEY RD,VERNON Department OCA Number RMS Juris VPD OR20180451 CA0197300 VPD CERDA,EUGENIO *31W 17:33:46 19:19:36 VPD CERDA.PAIJUR 17 17:39:45 19:03:19 VPD PEREZ.NICK S4 17:37:12 17:46:04 19:03:16 03/21/2018 04:55:2G Page 1 of 1 C31 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with 4CA 's First Date: 03/21/2018 Jurisdiction: VERNON Last Date: 03/21/2018 Call Number Dish Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305792 RPT - 03/21/2018 00:56:20 ROSE AND SHORE 246R 5151 ALCOA AV,VERNON Departmem OCA Number RMS Juris VPD CR20180452 CA0197300 VPD SWINFORD,PHILL *32E 00:59:41 01:04:06 01:52:22 VPD VILLEGAS,RICHA 31 01:15:20 01:52:22 VPD DOCHERTYNICH 91 W 01:11:07 01:52:23 20180305793 RPT 03/21/2018 01:50:06 PREMIER MEATS 459VR 4833 FRUITLAND AV,VERNON Departmem OCA Number RMS Juris VPD CR20180453 CA0197300 VPD DOCHERTYWICH *91W 01:52:38 01:53:18 01:55:02 VPD VILLEGAS,RICHA, 31 01:54:52 02:19:40 20180305807 RPT 03/21/2018 08:21:35 VERNON RECYCLING PLANT AGTAR 2221 E 55TH,VERNON Departmem OCA Number RMS Juris VPD CR20180454 CA0197300 VPD QUINONES,ANA *31 W 08:25:03 08:33:47 09:10:08 20180305811 RPT 03/21/2018 09:09:31 CLOTHING COMPANY 459VR 4334 S SANTA FE AV,VERNON Departmem OCA Number RMS Juris VPD CR20180455 CA0197300 VPD QUINONFS,ANA *31W 09:18:03 09:18:07 09:44:34 10:38:59 20180305816 VREC 03/21/2018 10:05:37 US TOW RFC 2119 E 25TH ST, LOS ANGELES VPD CERDA,EUGENIO *25E 10:09:24 10:09:37 10:17:57 11:56:22 20180305831 RPT 03/21/2018 12:46:15 JACOB SUPPLIES 487R 2424 E 26TH.VERNON Departmem OCA Number RMS Juris VPD CR20180456 CA0197300 VPD QUINONES,ANA *31W 12:49:15 12:57:34 13:50:38 VPD MADRIGAL,MARV 38E 12:49:37 12:57:36 13:50:38 20180305836 03/22/2018 04:46:54 Page 1 of 2 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/21f2018 Jurisdiction: VERNON Last Date: 03/21/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305836 RPT 03/21/20'8 14:11:30 2901 FRUITLAND AVE GTAR 2901 FRUITLAND AV,VERNON Departmeul OCA Number RMS Juris VPD CR20180457 CA0197300 VPD CERDA.PAUL.JR `17W 14:13:22 14:19:10 15:27:59 20180305858 RPT 03/21/2018 19:49:24 FARMER JOHN DEMOSTRA 3049 E VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180458 CA0197300 VPD "32E 19:53:25 19:53:35 21:08:37 00:25:56 0312212018 04:46:54 Page 2 of 2 v VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/22/2018 JurisdiCtio►l: VERNON Last Date: 03/22/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit T ►re_ Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305869 RPT 03/22/2018 07:29:20 ADRIANA 902T 4306 E 26TH.VERNON Departmem OCA Number RMS Juris VPD CR20180460 CA0197300 VPD NEWTON,TODD *32E 07:31:36 07:43:49 08:52:33 VPD 18 01:33:50 07:44:10 07:48:06 20180305870 RPT 03/22/2018 07:37:45 ADORO COSMETICS 594R 2777 LEONIS BL.VERNON Departmem OCA Number RMS Juris VPD CR20180459 CA0197300 VPD QUINONES,ANA *38W 07:40:08 07:45:39 08:20:36 20180305887 RPT 03/22/2018 12:03:31 20002R S BOYLE AV 11 SLAUSON AV.VERNON Departmem OCA Number RMS Juris VPD CR20180461 CA0197300 VPD NEWTON,TODD *32E 12:04:48 12:12:32 12:39:57 20180305889 RPT 03/22/2018 12:18:41 902T 4120 BANDINI BL,VERNON Departmem OCA Number RMS Juris VPD CR20180462 CA0197300 VPD CAM,PATRICK *18 12:18:41 12:39:37 VPD NEWTONJODD 32E 13:21:56 12:48:14 13:21:59 VPD QUINONES.ANA 38W 12:32:03 13:24:45 20180305904 1015 03/22/2018 17:22:58 TRAFFIC STOP BANDINI BL//INDIANA,VFRNON Departmem OCA Number RMS Juris RPT VPD CR20180463 CA0197300 VPD VASQUEZ.LUIS/V *20 17:22:58 19:25:39 20180305905 RPT 03/22/2018 18:56:16 CHP 901T E DISTRICT BL//GIFFORD AV.VERNON Departmem OCA Number RMS Juris VPD CR20180464 CA0197300 VPD 32F 18:59:34 19:02:59 19:47:59 VPD 91 W 19:09:26 19:17:27 19:47:59 VPD SANTOS,DANIF.L S3 19:08:52 19:17:22 0312312018 00.36:25 Page 1 of 2 00 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/22/2018 Jurisdiction: VERNON Last Date: 03/22/2018 Call Number Dish Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305907 RPT 03/22/2018 19:31:11 TRAFFIC STOP 2035 E VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180465 CA0197300 VPD VASQUEZ,LUISN *20 19:31:11 20:29:18 VPD ONOPA,DANIEL 32E 19:50:39 19:50:41 VPD 91 W 19:52:00 19:55:48 20180305916 RPT 03/22/2018 21:41:47 PATCK 4611 52D DR,VERNON Department OCA Number RMS Juris 1015 VPD CR20180466 CA0197300 VPD VASQUEZ,LUISN *20 21:41:52 22:53:42 VPD ONOPA,DANIEL 32E 21:42:10 22:45:58 VPD ZOZAYA,OSCAR K91 21:42:08 22:18:56 20180305917 VREC 03/22/2018 22:39:00 REC 2800 E VERNON AV,VERNON Department OCA Number RMS Juris VPD CR20180467 CA0197300 VPD ZOZAYA,OSCAR "K91 22:39:05 00:18:28 VPD VASQUEZ.LUISN 20 22:53:44 23:05:49 VPD ONOPA,DANIEL 32E 22:47:33 22:55:45 23:21:22 VPD 91 W 22:46:42 23:21:18 0312312018 00:36:25 Page 2 of 2 CD VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/23/2018 Jurisdiction: VERNON Last Date: 03/23/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180305924 RPT 03/23/2018 00:42:45 WILLY @ 396 487R E 50TH//SOTO,VERNON Department OCA Number RMS Juris VPD CR20180468 CA0197300 VPD *91 W 00:44:48 00:45:14 00:49:30 00:46:07 02:05:27 VPD ONOPA.DANIEL 32E 00:46:06 00:50:34 01:44:20 20180305949 RPT 03/23/2018 09:07:54 ALLIED SALES GTAR 2021 E 52D,VERNON Departmem OCA Number RMS Juris VPD CR20180470 CA0197300 VPD HERNANDEZ,MIG *18E 09:22:13 09:30:42 11:09:26 20180305951 RPT 03/23/2018 09:15:42 EDWIN Departmem OCA Number RMS Juris 902T 3320 FRUITLAND AV.VERNON CITY VPD CR20180469 CA0197300 VPD NEWTON,TODD *M1 09:16:31 10:42:48 20180305956 RPT 03/23/2018 10:52:46 PACIFIC COAST CHEMICAL PLATE 5100 S DISTRICT BL,VERNON Department OCA Number RMS Juris VPD CR20180471 CA0197300 VPD QUINONES,ANA *32W 10:59:41 11:12:23 11:59:40 20180305958 RPT 03/23/2018 11:57:26 MILLENIUM PRODUCTS 459R 5699 S DISTRICT BL,VERNON Departmem OCA Numher RMS Juris VPD CR20180472 CA0197300 VPD HERNANDEZ.MIG '18E 12:00:21 12:18:58 14:09:59 VPD VASQUEZ,LUIS 31 13:06:19 13:17:57 14:10:00 VPD MARTINEZ,GABR S7 13:09:28 13:43:14 14:10:00 20180305967 RPT 03/23/2018 14:58:45 AMPM FOUND 3278 E SLAUSON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180473 CA0197300 VPD VASQUEZ,LUISN *31 14:58:45 15:08:41 20180305970 03/25/2018 13:22:56 Page i of 2 C3� O VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/23/2018 Jurisdiction: VERNON Last Date: 03/23/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnSeene Depart Arrive Remove Comp 20180305970 RPT 03/23/2018 15:33:29 BENJAMIN 902T 2459 E VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180474 CA0197300 VPD VASQUEZ,LUISN *31 15:35:59 15:38:33 16:27:03 20180305982 RPT 03/23/2018 18:33:59 VIKI-NIKI 484R 2139 E 52D,VERNON Departmem OCA Number RMS Juris VPD CR20180475 CA0197300 VPD HERNANDEZ,MIG *18E 18:38:19 19:09:10 0312512018 13:22:56 Page 2 of 2 C3� VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/24/2018 Jurisdiction: VERNON Last Date: 03/24/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306016 1015 03/24/2018 05:05:31 REC 3737 S SOTO,VERNON Departmem OCA Number RMS Juris RPT VPD CR20180476 CA0197300 VREC VPD 7.OZAYA.OSCAR *K9E 05:05:32 07:27:41 VPD VILLEGAS,RICHAi 25 06:14:21 06:15:39 06:56:02 VPD ONOPA.DANIEL 32W 05:39:07 06:44:53 VPD CHAVEZ,JERRY,J S2 05:31:48 05:53:09 20180306021 RPT 03/24/2018 08:'7:14 VICTOR SANCHEZ 20002 E 49TH//LOMA VISTA AV,VERNON Departmem OCA Number RMS Juris 1015 VPD CR20180477 CA0197300 VPD CAM,PATRICK *25E 08:19:03 08:22:06 11:49:27 VPD HERNANDEZ.MIG 32W 08:19:13 08:22:07 10:14:34 VPD QUINONES,ANA 38 08:30:48 09:32:01 VPD MARTINEZ,GABR, S7 08:36:01 08:40:54 20180306024 RPT 03/24/2018 10:23:59 T-MOBILE(877)653-7911 901T LEONIS BL//PACIFIC BL,VERNON Departmem OCA Number RMS Juris VPD CR20180478 CA0197300 VPD QUINONES,ANA *38 10:24:23 10:26:14 10:55:44 VPD HERNANDEZ.MIG 32W 10:27:22 10:49:29 11:59:41 VPD MARTINEZ,GABf3 S7 10:27:21 11:59:42 20180306030 RPT 03/24/2018 12:53:57 RANCHO FOODS 902T 2528 E 37TH,VERNON Department OCA Number RMS Juris VPD CR20180479 CA0197300 VPD HERNANDEZ.MIG *32W 12:54:53 12:55:15 13:10:59 14:02:58 VPD CAM,PATRICK 25E 12:55:23 12:57:36 13:37:07 20180306044 RPT 03/24/2018 15:25:11 PEDCK S SANTA FE AV I/26TH,VERNON Departmem OCA Number RMS Juris 1015 VPD CR20180480 CA0197300 VPD MARTINEZ,GABR *S7 15:25:11 16:01:11 0312512018 04:12:41 Page 1 of 2 Can N VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/24/2018 Jurisdiction: VERNON Last Date: 03124/2018 Call Number Disp Ten Received Caller Code Contnlaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306044 RPT 03/24/2018 '5:25:11 Department OCA Number RMS Juris PEDCK S SANTA FE AV//26TH,VERNON 1015 VPD CR20180480 CA0197300 VPD VASQUEZ,LUISN 31 15:30:36 16:23:48 20180306047 VREC 03/24/2018 16:15:25 LAPD/US TOW LOCATE S ALAMEDA//48TH,VERNON 20180306066 1015 03/24/2018 22:46:57 TRAFFIC STOP S SOTO//FRUITLAND AV,VERNON Department OCA Number RMS Juris RPT VPD CR20180482 CA0197300 VI VPD VASQUEZ,LUISN *31 22:46:57 00:37:13 20180306067 RPT 03/24/2018 22:56:10 DK ENVIRONMENTAL 902T 3650 E 26TH,VERNON Department OCA Number RMS Juris VPD VILLEGAS,RICHA! *25E 22:58:07 VPD 23:06:04 CR20180481 CA0197300 00:32:26 VPD DOCHERTY,MICH 91 E 22:58:13 23:06:47 00:32:26 20180306069 RPT 03/24/2018 23:51:54 Departmem OCA Number RMS Juris BOVEH S ALAMEDA//38TH,VERNON VS VPD CR20180483 CA0197300 VPD ONOPA,DANIEL *38W 23:51:54 00:18:30 0312512018 04:12:41 Page 2 of 2 C3� W VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/25/2018 Jurisdiction: VERNON Last Date: 03/25/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit T'ne Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306073 RPT 03/25/2018 01:08:12 OWF.NS bROCKWAY 484 2901 FRUITLAND AV,VERNON Departmem OCA Number RMS Juris VPD CR20180484 CA0197300 VPD ONOPA,DANIEL "38W 01:09:14 01:11:38 01:27:42 VPD DOCHERTY.MICH 91 E 01:09:16 01:13:43 01:49:45 20180306076 RPT 03/25/2018 02:08:35 MISPLOCATE E 49TH 11 SANTA FE AV,VERNON Departmem OCA Number RMS Juris VPD CR20180486 CA0197300 VPD ONOPA,DANIEL "38W 02:08:35 02:54:49 VPD VASQUEZ,LUIS/V 31 02:17:26 02:48:33 VPD ZOZAYA,OSCAR K91 02:10:41 02.17:31 02:25:54 20180306077 101:i 03/25/2018 02:13:06 PEDCK S SANTA FE AV//VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180485 CA0197300 VPD LUCAS.JASON "32W 02:13:06 03:45:42 VPD VILLEGAS,RICHA: 25E 02:39:10 02:49:38 03/26/2018 02:10:36 Page 1 of 1 CJ7 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/26/2018 Jurisdiction: VERNON Last Date: 03/26/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306131 RPT 03/26/2018 05:44:47 BLACK LABEL HOME 459VR 2529 CHAMBERS,VERNON Departme►u OCA Number RMS Juris VPD CR20180487 CA0197300 VPD LUCAS,JASON *32E 05:47:54 05:48:08 05:48:53 VPD DOCHERTY,MICH 91 W 05:48:51 05:53:55 06:03:42 07:02:06 20180306132 1015 03/26/2018 05:54:57 SUPERIOR ELECTRIC 459 4622 ALCOA AV.VERNON Departmem OCA Number RMS Juris RPT VPD CR20180488 CA0197300 VPD LUCAS,JASON *32E 05:55:43 05:56:07 05:59:04 07:52:21 VPD VALENZUELA,FEF 20E 06:46:24 06:50:25 07:52:22 VPD REYNA.JOSE S 31 05:59:57 06:01:59 07:10:27 VPD DOCHERTY,MICH 91 W 06:03:48 06:08:38 06:35:52 VPD CHAVEZ.JERRY,J S2 05:55:45 05:56:10 05:59:21 06:59:14 20180306141 RPT 03/26/2018 07:54:48 COOSEMANS LA SHIPPING 902TR 2820 E 44TH,VERNON Department OCA Number RMS Juris VPD CR20180489 CA0197300 VPD VALENZUELA,FEF *20E 07:56:42 07:56:43 07:59:18 08:42:06 20180306145 RPT 03/26/2018 09:04:05 KOOLER AIR CONDITIONER 459VR 4724 E 26TH.VERNON Departmem OCA Number RMS Juris VPD CR20180490 CA0197300 VPD CERDA,PAULJR *17E 09:05:24 09:05:24 09:10:37 09:47:40 20180306149 RPT 03/26/2018 09:45:13 LAURENCE MARTIN Departmem OCA Number RMS Juris 901T SIERRA PINE AV//BANDINI BL,VERNON SRVD VPD CR20180491 CA0197300 VI VPD VALENZUELA.FEF *20E 09:46:52 10:13:42 09:47:44 10:59:27 VPD CFRDA,PAUL.JR 17E 09:47:42 10:59:26 20180306163 0312712018 04:39:34 Page 1 of 2 C3� C3� VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/26/2018 Jurisdiction: VERNON Last Date: 03/26/2018 Call Number Disn Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306163 REPO 03/26/2018 13:27:10 EVERLY REPO 2425 E 30TH,VERNON DPDartmezrz COCA$92 er M197300 VPD RECORDS BURE/ *reed 13:30:26 14:33:02 20180306164 RPT 03/26/2018 •13:45:49 VERNON POLICE DEPT Department OCA Number RMS Juris FOUND 4305 S SANTA FIE AV,VERNON VPD CR20180493 CA0197300 VPD ENCINAS,ANTHOI *25W 13:48:10 13:58:53 VPD PEREZ,NICK S4 13:48:20 14:34:16 20180306168 RPT 03/26/2018 14:09:12 EMPTY BLDG 487R 2137E 55TH,VERNON Departmeuz OCA Number RMS Juris VPD CR20180494 CA0197300 VPD ENCINAS.ANTHOI *31 W 14:32:43 15:05:50 15:35:56 20180306180 VI 03/26f2018 17:59:11 VCK 6180 ALCOA AV VERNON Departmeuz OCA Number RMS Juris , RPT VPD CR20180495 CA0197300 CITE MK72 VPD CAM,PATRICK *38W '7:59:11 18:32:01 VPD VALENZUELA,FEI 20E 18:00:04 18:32:01 20150306192 1015 03/26/2018 23:06:46 Departmem OCA Number RMS Juris RPT PATCK 2221 55TH,VERNON VPD CR20180496 CA0197300 VPD HERRERA,GUST/ *31W 23:06:46 01:22:00 VPD NEWTON,TODD 18 23:06:54 23:12:06 00:25:27 VPD VILLEGAS,RICHAI 26E 23:08:43 23:12:08 00:33:19 VPD RODRIGUEZ,FER S1 23:17:48 00:33:21 VPD CHAVEZ,JERRY.J S2 23:06:57 23:07:50 00:17:41 03/27/2018 04:39:34 Page 2 of 2 C-n VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/27/2018 Jurisdiction: VERNON Last Date: 03/27/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnSeene Depart Arrive Remove Comp 20180306203 1015 03/27/2018 08:23:03 PATCK 461' 52D DR,VERNON Departmem OCA Number RMS Juris RPT VPD CR20180497 CA0197300 VPD CERDA,EUGENIO *20E 08:23:03 09:54:55 20180306210 RPT 03/27/2018 09:50:41 SECOND-GENERATION 594R 4400 PACIFIC BL,VERNON Departmemr OCA Number RMS Juris VPD CR20180498 CA0197300 VPD VALENZUELA,FEI *38W 09:52:48 09:52:48 09:56:29 10:32:15 20180306215 RPT 03/27/2018 10:28:23 LUIS GARIBAYMARTINEZ 242 4820 50TH,VERNON Departmem OCA Number RMS Juris VPD CR20180499 CA0197300 VPD ENCINAS,ANTHOI *18E 10:30:43 10:36:18 11:52:06 VPD CERDA.PAUL.JR 17W 10:31:09 10:45:34 10:58:43 VPD VALENZUELA.FEI 38W 10:32:18 10:45:25 20180306224 03/27/2018 11:35:52 POPCORNOPOLIS Departmem OCA Number RMS Juris 594R 3200 E SLAUSON AV,VERNON RPT VPD CR20180500 CA0197300 VPD CERDA,PAUL,JR *17W 11:39:52 11:39:52 11:40:06 VPD VALENZUELA,FEI 38W 11:40:32 11:43:43 12:14:12 20180306231 RPT 03/27/2018 13:16:09 JOSEPH FINEMORE 422R 2503 E VERNON AV.VERNON Departmem OCA Number RMS Juris VPD CR20180501 CA0197300 VPD GAYTAN,LORENZ *5D31 13:17:03 15:29:46 VPD ENCINAS,ANTHOI 18E 13:52:29 14:08:21 15:46:32 20180306235 RPT 03/27/2018 14:28:21 EDGAR FOUND 2445 SANTA FE,VERNON Departmem OCA Number RMS Juris VPD CR20180502 CA0197300 VPD CERDA,PAUL,JR *17W 14:34:53 14:53:48 03/28/2018 05:14:35 Page 1 of 2 C3� v VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/27/2018 Jurisdiction: VERNON Last Date: 03/27/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306238 SUP 03/27/2018 15:08:28 KOOLER AIR CONDITIONER 140 4724 F 26TH,VERNON VPD CERDA,EUGENIO *20E 15:10:22 15:10:50 15:19:29 15:33:54 20180306240 RPT 03/27/2018 15:30:09 1015 DET 13720 ALANWOOD RD,LA PUENTE VPD GAYTAN,LORENZ *5D31 15:30:09 16:59:44 VPD HERNANDEZ,EDV 5D32 15:30:16 16:59:45 20180306244 RPT 03/27/2018 17:37:04 MARTIN 902T E VERNON AV//SOTO ST,VERNON Departmem OCA Number RMS Juris VPD CR20180503 CA0197300 VPD ENCINAS,ANTHOI *18E 17:37:47 17:37:48 17:39:00 VPD CERDA,PAUL,JR 17W 17:38:11 17:40:30 18:06:33 VPD CERDA,EUGENIO 20E 17:38:38 17:40:27 18:08:47 20180306256 1015 03/27/2018 23:29:28 TRAFFIC STOP E SLAUSON AV H ALAMEDA,VERNON Department OCA Number RMS Juris RPT VPD CR20180504 CA0197300 VPD OURIQUE,CARLO *25W 23:29:28 01:06:41 VPD RFYNA,JOSE S 31 E 00:23:34 00:34:36 VPD HERRERA,GUSTF 32 23:35:01 23:39:37 00:34:40 03/28/2018 05:14:33 Page 2 of 2 C3� 00 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/28/2018 Jurisdiction: VERNON Last Date: 03/28/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306273 RPT 03/28/2018 08:26:47 487R 2221 E 55TH,VERNON Departmem OCA Number RMS Juris VPD CR20180505 CA0197300 VPD MADRIGAL,MARIf *38W 08:26:47 09:01:39 20180306291 RPT 03/28/2018 12:06:36 MATHESON GAS 20002R 5555 S DISTRICT BL,VERNON Departmeni OCA Number RMS Juris VPD CR20180507 CA0197300 VPD CERDA,PAUL,JR *17 12:08:33 12:17:00 13:10:04 20180306294 RPT 03/28/2018 12:40:12 FASHION NOVA 459VR 2801 E 46TH,VERNON Department OCA Number RMS Juris VPD CR20180510 CA0197300 VPD GODOY,RAYMON *2P8 12:42:26 12:50:25 14:10:27 VPD CERDA,EUGENIO 26E 13:16:53 13:22:06 13:38:28 20180306295 RPT 03/28/2018 13:05:24 ROXY INC REPO 2382 E 48TH,VFRNON Department OCA Number RMS Juris VPD CR20180508 CA0197300 VPD C R20180509 CA0197300 VPD RECORDS BURE/ *RECD 13:08:28 13:54:20 20180306299 RPT 03/28/2018 14:02:17 SHOP ANGLE,COM INC 487R 4719 S BOYLE AV,VERNON Departmeni OCA Number RMS Juris VPD CR20180511 CA0197300 VPD CERDA,EUGENIO *26E 14:08:49 14:55:15 15:02:16 20180306308 RPT 03/28/2018 16:56:14 FASHION NOVA GTAR 2801 E 46TH,VERNON Departmeni OCA Number RMS Juris VPD CR20180512 CA0197300 VPD CERDA,EUGENIO *26E 17:00:06 17:00:17 VPD CERDA,PAUL,JR 17 17:00:51 17:00:31 17:53:07 20180306312 03/29/2018 02:27:07 Page 1 of 2 Can CD VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/28/2018 Jurisdiction: VERNON Last Date: 03/28/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit T[trze Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306312 VOID 03/28/2018 17:46:50 FASHION NOVA FOUND 2801 E 46TH,VERNON Department OCA Number RMS Juris VPD CR20180513 CA0197300 VPD MADRIGAL,MARIF *38W 17:47:15 18:01:30 20180306318 RPT 03/28/2018 19:42:47 Departmem OCA Number RMS Juris PATCK RANDOLPH 11 MALBURG,VERNON ASST VPD CR20180514 CA0197300 VPD OURIQUE,CARLO *25E 22:44:00 19:42:47 23:17:00 VPD SWINFORD,PHILL 31W 22:44:03 19:58:18 22:44:17 VPD HERRERA.GUSTf 32 22:44:07 19:58:20 23:17:00 20180306320 RPT 03/28/2018 20:07:06 FARMER JOHN DEMOSTRA 3049 E VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180515 CA0197300 VPD SWINFORD,PHILL *31 W 20:31:19 00:32:11 03/29/2018 02:27:07 Page 2 of 2 O O VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/29/2018 Jurisdiction: VERNON Last Date: 03/29/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Denart Arrive Remove Comp 20180306334 RPT 03/29/2018 06:47:44 JESUS SANTIAGO 1015 484 2023 E 55TH,VERNON Department OCA Number RMSJuris VPD CR20180517 CA0197300 VPD HERRFRA.GUSTf *32 06:49:44 06:51:27 07:14:20 VPD CERDA,PAUL,JR 17W 06:55:03 07:17:04 08:46:06 VPD OURIQUF,CARLO 25E 06:51:13 06:51:59 07:14:12 VPD 25W 07:08:20 07:18:57 VPD SWINFORD.PHILL 31W 06:50:52 06:52:57 07:14:08 VPD NEWTON,TODD M1 07:11:41 07:50:06 VPD ESTRADA,IGNACI S5 07:13:50 07:50:03 20180306335 RPT 03/29/2018 07:06:36 MARIO 902T F 38TH//AL.AMEDA,VERNON Departmem OCA Number RMSJuris VPD CR20180516 CA0197300 VPD *26E 07:08:53 07:14:01 07:48:49 20180306337 RPT 03/29/2018 07:08:40 HECTOR GOMEZ 902T SAINT CHARLES 11 VERNON AV,VERNON Departmem OCA Number RMS Juris VPD CR20180518 CA0197300 VPD *38E 07:12:04 07:14:45 08:16:33 VPD CERDA,PAUL,JR 17W 07:17:07 07:20:57 VPD VASQUEZ.LUIS 25W 07:21:08 08:16:33 20180306340 RPT 03/29/2018 07:47:15 US TOW PAPD 2119 E 25TH.VERNON Departmem OCA Number RMSJuris MET VPD CR20180519 CA0197300 VPD CERDA.EUGENIO *26E 07:51:32 08:19:59 09:51:16 VPD CERDA,PAUL,JR 17W 09:07:29 09:07:31 VPD VASQUEZ.LUIS 25W 08:20:01 10:41:13 VPD 38E 09:10:15 09:16:07 20180306350 0313012018 04:09:2L Page 1 of 3 d7 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/29/2018 Jurisdiction: VERNON Last Date: 03/29/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306350 RPT 03/29/2018 09:08:07 TOV LEV FNTERPRISES ris 476R 2850 E 46TH,VERNON DpDartmeirl 018 Number CA0197300 VPD 20180306350 CA0197300 VPD 20180306350 CA0197300 VPD 20180306350 CA0197300 VPD CR20180520 CA0197300 VPD "38E 10:15:56 10:21:13 11:00:34 20180306361 RPT 03/29/2018 11:36:36 CESAR LOPEZ 211 R RANDOLPH//BOYLE AV,VERNON Departmesa� OCA Number RMS Juris VPD CR20180521 CA0197300 VPD CERDA,PAUL,JR "17W 11:38:26 11:39:1" VPD VASQUEZ,LUIS 25W 11:38:59 11:48:50 12:30:36 20180306367 RPT 03/29/2018 12:49:54 1031 PRODUCTIONS 459R 4425 S SOTO.VERNON Departmer:j OCA Number RMS Juris VPD CR20180522 CA0197300 VPD CR20180523 CA0197300 VPD CERDA,PAUL,JR "17W 12:55:08 13:05:16 13:37:01 VPD VASQUEZ,LUIS 25W 13:07:58 13:09:57 13:48:50 17:19:39 VPD CERDA,EUGENIO 26E 13:08:25 14:03:26 VPD 38E 12:55:07 13:11:26 14:03:27 VPD NFWTON,TODD M1 13:06:34 13:11:28 17:19:40 VPD ESTRADA,IGNACI S5 13:32:30 14:03:27 20180306377 RPT 03/29/2018 15:41:01 DANNY KIM 20002R 4440 E DISTRICT BL,VERNON Departn:ens OCA Number RMSuric VPD CR20180524 CA0197300 VPD CERDA,EUGENIO "26E 15:50:37 15:51:09 15:51:29 VPD MADRIGAL.MARV 38E 15:58:23 16:09:54 16:59:15 20180306390 SUP 03/29/2018 19:45:20 1031 PRODUCTIONS 140 4425 S SOTO,VERNON 03/30/2018 04:09:2G Page 2 of 3 d7 N VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA Is First Date: 03/29/2018 Jurisdiction: VERNON Last Date: 03/29/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306390 SUP 03/29/2018 19:45:20 1031 PRODUCTIONS 140 4425 S SOTO,VERNON VPD *31 E 19:46:40 19:46:41 19:56:09 19:51:34 20:45:43 VPD ONOPA.DANIEL 32 19:47:29 20:13:27 20180306398 , RPT 03/29/2018 22:31:25 DALES TRUCK WASH 925 3180 BANDINI BL,VERNON Departmem OCA Number RMSJuris VPD CR20180525 CA0197300 VPD ONOPA.DANIEL *32 22:33:"9 22:33:22 22:40:44 23:45:12 VPD REYNA,JOSE S 31E 23:45:20 00:28:42 VPD 7.OZAYA,OSCAR K91 22:33:20 22:33:23 22:39:19 00:36:09 VPD SANTOS,DANIEL S3 22:36:55 23:56:15 03/30/2018 04:09:2L Page 3 of 3 0) W VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/30/2018 Jurisdiction: VERNON Last Date: 0313012018 Call Number Disp Ten Received Caller Code Complaint '' Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306417 RPT 03/30/2018 07:34:51 VERONICA 902T 4480 PACIFIC BL,VERNON Department OCA Number RMS Juris VPD CR20180526 CA0197300 VPD QUINONES,ANA *38W 07:37:56 07:41:12 08:08:54 20180306421 RPT 03/30/2018 08:38:07 AMERICAN BAZI INC 484R 4320 MAYWOOD AV,VERNON Department OCA Number RMS Juris VPD CR20180527 CA0197300 VPD VASQUEZ,LUIS *25E 08:42:06 08:42:16 VPD NEWTONJODD 32 08:42:14 08:55:11 09:41:24 20180306422 RPT 03/30/2018 08:42:23 WORLD ELECTRONIC GTAR 2610 E 37TH,VERNON Departmem OCA Number RMS Juris VPD CR20180528 CA0197300 VPD QUINONES.ANA *38W 08:44:03 08:55:16 11:13:47 20180306431 RPT 03/30/2018 12:19:10 VREC REC ALCOA AV H 50TH,VERNON Departmem OCA Number RMS Juris VPD CR20180529 CA0197300 VPD VASQUEZ,LUIS *25E 12:19:10 12:49:41 20180306441 RPT 03/30/2018 15:29:49 EAST LA SHERIFF 901 FRUITLAND AV ll CUDAHY,VERNON Department OCA Number RMS Juris VS VPD CR20180531 CA0197300 VPD NEWTONJODD *32 15:32:38 15:38:41 16:44:39 VPD VASQUEZ,LUIS 25E 15:41:40 15:49:24 16:22:53 VPD QUINONES,ANA 38W 15:42:07 15:48:51 16:13:36 20180306449 RPT 03/30/2018 18:08:18 SPRINT 866-398-3284 Departmem OCA Number RMS Juris DUI E VERNON AV//SAINT CHARLES,VERNON VI VPD CR20180532 CA0197300 VPD NEWTON,TODD *32 18:09:55 18:12:50 18:52:25 VPD VASQUEZ,LUIS 25E 18:11:38 18:12:47 18:52:24 VPD QUINONES,ANA 38W 18:20:49 18:25:45 18:26:07 03/31/2018 05:08:13 Page 1 of 2 d7 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/30/2018 Jurisdiction: VERNON Last Date: 03/30/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Den Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306454 VREC 03/30/2018 19:25:36 HPPD LOCATE 6323 MARCONI AVE. HUNTINGTON PARK VPD DISPATCH "DISP 19:33:43 20:15:55 0313112018 05:08:15 Page 2 of 2 d7 C3� VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03131/2018 Jurisdiction: VERNON Last Date: 03/31/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306495 1015 03131/2018 01:40:51 RPT VCK 4925 E 50TH,VERNON Departmem OCA Number RMS Juris VPD CR20180533 -'CA0197300 VPD VELEZ,MARISSA *38 01:40:51 02:46:34 VPD ONOPA,DANIEL 31W 01:41:16 01:44:05 02:08:55 VPD ZOZAYA,OSCAR K9E 01:40:59 01:41:00 01:41:19 20180306518 RPT 03/31/2018 10:40:04 PRO PORTION FOODS 484R 3501 E VERNON AV.VERNON Departn:em OCA Number ,RMS Juris VPD CR20180534 CA0197300 VPD NEWTON,TODD *M1 10:42:37 10:43:18 10:44:26 VPD CAM,PATRICK 25E 10:44:33 10:48:38 12:26:58 VPD HERNANDEZ,MIG 31W 10:43:30 10:54:51 12:24:37 VPD VASQUE7.,LUIS 32 10:54:14 10:55:20 12:14:29 VPD MARTINEZ,GABR S7 11:02:37 12:26:00 20180306529 VREC 03/31/2018 14:40:49 REC S SOTO//FRUITLAND AV,VFRNON Departmem OCA Number RMS Juris 1015 VPD CR20180535 CA0197300 VPD HERNANDEZ,MIG *31W 14:42:21 15:09:13 VPD VASQUEZ,LUIS 32 15:08:45 16:33:42 VPD NEWTON,TODD M1 14:42:23 15:45:40 VPD MARTINEZ.GABR S7 14:42:59 15:45:42 20180306537 1015 03/31/2018 17:44:04 DANIEL MARTINEZ DUI 2528 S SANTA FE AV.VERNON Department OCA Number RMS Juris VI VPD CR20180536 CA0197300 RPT VPD NEWTON,TODD *M1 17:46:16 17:46:17 17:50:06 18:37:28 VPD CAM,PATRICK 25E 17:51:24 18:03:31 19:57:04 VPD HERNANDEZ,MIG 31W 17:51:45 17:57:17 18:56:34 VPD VELEZ,MARISSA 32 19:02:57 19:58:37 VPD MARTINEZ,GABR S7 17:50:25 18:21:43 20180306557 0410112018 05:56:1G Page 1 of 2 d7 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA 's First Date: 03/31/2018 Jurisdiction: VERNON Last Date: 03/31/2018 Call Number Disp Ten Received Caller Code Complaint Address Unit Time Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20180306557 RPT 03/31/2018 23:18:20 VCK 4540 F 50TH,VERNON Departmem OCA Number "SJuris VPD CR20180537 CA0197300 VPD VELE7,MARISSA *32 23:18:21 23:48:32 VPD ONOPA,DANIEL 20E 23:18:23 23:18:32 23:43:19 0410112018 05:56:1G Page 2 of 2 d7 v City Council Agenda Item Report Agenda Item No. COV-41-2018 Submitted by: Shawn Sharifzadeh Submitting Department:Public Utilities Meeting Date:April 17, 2018 SUBJECT Approval of Master Power Purchase and Sale Agreement and Collateral Annex Agreement with Southern California Edison Recommendation: A. Find that(a)the agreements between the City of Vernon and Southern California Edison Co. (SCE)are not in reference to a`project"subject to the California Environmental Quality Act("CEQA')under Guidelines section 15378 because they involve the continuing administrative activity ofpurchasing power and resource adequacy; and(b) even if this approval were a`project"subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and any construction that may occur by a private party in the fixture in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details of any physical proposal would be more than speculative; and B. Approve the Edison Electric Institute (EEI)Master Power Purchase and Sale Agreement and related Amendment by and between the City of Vernon("Cite and Southern California Edison Co. ("SCE'), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and C. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI)Master Power Purchase and Sale Agreement and related Amendment; and D. Approve the Edison Electric Institute (EEI) Collateral Annex and related Amendment by and between the City of Vernon("Cite and Southern California Edison Co. ("SCE'), in substantially the same form as submitted herewith, for the purpose of buying and selling power and resource adequacy capacity to or from SCE; and E. Authorize the General Manager of Public Utilities to execute the Edison Electric Institute (EEI) Collateral Annex and related Amendment. Backgroud: The City desires to sell and purchase power and resource adequacy to or from SCE, under general terms and conditions published by the EEI Master Power and Purchase Agreement and the EEI Collateral Annex. The City has determined that it is to the City's advantage, and in the public interest of the customers and residents of the City, to enter into a contract with SCE for the purchase and sale ofpower and resource adequacy. These agreements and their designated amendments constitute general teens and conditions only and do not obligate the City to enter into specific purchase or sale transactions; however, the result of fully executing the agreements will 168 provide the ability for the City to transact with SCE. The City has similar agreements in place with Coral Power, Morgan Stanley, Shell Energy, Sempra, and Conoco Phillips. Resolution No. 9314 authorizes certain city officials and staff members to be traders for the purchase of electric power, and gas products and to enter into various contracts for the purchase and sale of electric energy, natural gas and financial hedges. Pursuant to this resolution, any agreement exceeding 5 years needs City Council approval The respective terms of the SCE agreements referenced in this staff report are unlimited, and shall remain in effect until terminated by either party upon 30-day written notice. It is beneficial to the City and is the industry standard to keep agreements that deal with buying and selling power(like the EEI agreement proposed) open- ended which is considered an Enabling Agreement. By eliminating an expiration date, the City will be allowed to trade commodities with the counter parry anytime in the future. It is commercially reasonable to take this approach, as it leads to a seamless commodities marketplace that ensures a competitive and reliable product. There is no obligation to use this agreement unless it is beneficial to the City. All agreements that the Public Utilities Resource Group have established with all counter parties are open-ended with no expiration date for this reason. Such examples include the North American Energy Standards Board(NAESB) and the Western System Power Pool(WSPP) agreements. The key objectives of the agreements with SCE are as follows: • To expand the City's counter party pool • Create an opportunity for better pricing and liquidity • To maxin ize trading capability Staff recommends that the proposed Master Power Purchase and Sale Agreement with the designated amendment and the Collateral Annex Agreement with the designated amendment with SCE be approved. Each Agreement and Amendment has been reviewed and approved as to form by the City Attorneys office. Fiscal cal Impact: Both SCE agreements and their related amendments will provide the City flexibility to buy and sell power and resource adequacy capacity as needs dictate, which could potentially produce a monetary benefit for the City. The exact financial impact of these agreements is unknown, ATTACHMENTS • Exhibit A- EEI Master Agreement.doc • Exhibit Al - Amendment to EEI Master Power Purchase & Sale Agreement Cover Sheet(v20180326).docx • Exhibit B - EEI CollateralAnnex.doc • Exhibit B1 - Amendment to the Collateral Annex(Paragraph 10).docx 169 Master Power Purchase & Sale Agreement ��EA�V MAAKETfAf9�o EDISON ELECTRICS INSTITUTE rA,AAx��S Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S.AND FOREIGN LAW,TREATIES AND CONVENTIONS 170 AUTOMATIC LICENSE—PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. MASTER POWER PURCHASE AND SALES AGREEMENT TABLE OF CONTENTS COVERSHEET...............................................................................................................................1 GENERAL TERMS AND CONDITIONS .....................................................................................6 ARTICLE ONE: GENERAL DEFINITIONS.........................................................................6 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS......................................11 2.1 Transactions...........................................................................................................11 2.2 Governing Terms...................................................................................................11 2.3 Confirmation..........................................................................................................11 2.4 Additional Confirmation Terms.............................................................................12 2.5 Recording...............................................................................................................12 ARTICLE THREE: OBLIGATIONS AND DELIVERIES.......................................................12 3.1 Seller's and Buyer's Obligations...........................................................................12 3.2 Transmission and Scheduling................................................................................12 3.3 Force Majeure........................................................................................................13 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE ..........................13 4.1 Seller Failure..........................................................................................................13 4.2 Buyer Failure .........................................................................................................13 ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES.....................................................13 5.1 Events of Default...................................................................................................13 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts.................................................................................................................15 5.3 Net Out of Settlement Amounts.............................................................................15 5.4 Notice of Payment of Termination Payment.........................................................15 5.5 Disputes With Respect to Termination Payment...................................................15 5.6 Closeout Setoffs.....................................................................................................16 5.7 Suspension of Performance....................................................................................16 ARTICLE SIX: PAYMENT AND NETTING....................................................................16 6.1 Billing Period.........................................................................................................16 6.2 Timeliness of Payment...........................................................................................17 6.3 Disputes and Adjustments of Invoices...................................................................17 6.4 Netting of Payments...............................................................................................17 6.5 Payment Obligation Absent Netting......................................................................17 6.6 Security..................................................................................................................18 6.7 Payment for Options..............................................................................................18 6.8 Transaction Netting................................................................................................18 i 171 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE SEVEN: LIMITATIONS..........................................................................................18 7.1 Limitation of Remedies, Liability and Damages...................................................18 ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ................................19 8.1 Party A Credit Protection.......................................................................................19 8.2 Party B Credit Protection.......................................................................................21 8.3 Grant of Security Interest/Remedies......................................................................22 ARTICLE NINE: GOVERNMENTAL CHARGES...............................................................23 9.1 Cooperation............................................................................................................23 9.2 Governmental Charges...........................................................................................23 ARTICLE TEN: MISCELLANEOUS ..................................................................................23 10.1 Term of Master Agreement....................................................................................23 10.2 Representations and Warranties.............................................................................23 10.3 Title and Risk of Loss............................................................................................25 10.4 Indemnity...............................................................................................................25 10.5 Assignment............................................................................................................25 10.6 Governing Law......................................................................................................25 10.7 Notices...................................................................................................................26 10.8 General...................................................................................................................26 10.9 Audit......................................................................................................................26 10.10 Forward Contract...................................................................................................27 10.11 Confidentiality.......................................................................................................27 SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS ..................28 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS.................................................32 EXHIBIT A: CONFIRMATION LETTER..................................................................................39 ii 172 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association MASTER POWER PURCHASE AND SALE AGREEMENT COVER SHEET This Master Power Purchase and Sale Agreement ("Master Agreement' ) is made as of the following date: ("Effective Date"). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Parry A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the "Agreement." The Parties to this Master Agreement are the following: Name(" "or"Party A") Name("Counterparty"or"Party B") All Notices: All Notices: Street: Street: City: Zip: City: Zip: Attn: Contract Administration Attn: Contract Administration Phone: Phone: Facsimile: Facsimile: Duns: Duns: Federal Tax ID Number: Federal Tax ID Number: Invoices: Invoices: Attn: Attn: Phone: Phone: Facsimile: Facsimile: Scheduling: Scheduling: Attn: Attn: Phone: Phone: Facsimile: Facsimile: Payments: Payments: Attn: Attn: Phone: Phone: Facsimile: Facsimile: Wire Transfer: Wire Transfer: BNK: BNK: ABA: ABA: ACCT: ACCT: Credit and Collections: Credit and Collections: Attn: Attn: Phone: Phone: Facsimile: Facsimile: With additional Notices of an Event of Default or With additional Notices of an Event of Default or Potential Event of Default to: Potential Event of Default to: Attn: Attn: Phone: Phone: Facsimile: Facsimile: 1 173 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: Party A Tariff Tariff Dated Docket Number Party B Tariff Tariff Dated Docket Number Article Two Transaction Terms and Conditions [] Optional provision in Section 2.4. If not checked,inapplicable. Article Four Remedies for Failure [] Accelerated Payment of Damages.If not checked,inapplicable. to Deliver or Receive Article Five [] Cross Default for Party A: Events of Default;Remedies [] Party A: Cross Default Amount$ [] Other Entity: Cross Default Amount$ [] Cross Default for Party B: [] Party B: Cross Default Amount$ [] Other Entity: Cross Default Amount$ 5.6 Closeout Setoff [] Option A(Applicable if no other selection is made.) [] Option B-Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows: [] Option C(No Setoff) Article 8 8.1 Party A Credit Protection: Credit and Collateral Requirements (a) Financial Information: [] Option A [] Option B Specify: [] Option C Specify: (b) Credit Assurances: [] Not Applicable [] Applicable (c) Collateral Threshold: [] Not Applicable [] Applicable 2 174 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association If applicable,complete the following: Party B Collateral Threshold: $ ;provided,however,that Party B's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $ Party B Rounding Amount: $ (d) Downgrade Event: [] Not Applicable [] Applicable If applicable,complete the following: [] It shall be a Downgrade Event for Party B if Party B's Credit Rating falls below from S&P or from Moody's or if Party B is not rated by either S&P or Moody's [] Other: Specify: (e) Guarantor for Party B: Guarantee Amount: 8.2 Party B Credit Protection: (a) Financial Information: [] Option A [] Option B Specify: [] Option C Specify: (b) Credit Assurances: [] Not Applicable [] Applicable (c) Collateral Threshold: [] Not Applicable [] Applicable If applicable,complete the following: Party A Collateral Threshold: $ ;provided,however,that Party A's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $ 3 175 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (d) Downgrade Event: [] Not Applicable [] Applicable If applicable,complete the following: [] It shall be a Downgrade Event for Party A if Party A's Credit Rating falls below from S&P or from Moody's or if Party A is not rated by either S&P or Moody's [] Other: Specify: (e) Guarantor for Party A: Guarantee Amount: Article 10 Confidentiality [] Confidentiality Applicable If not checked,inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked,inapplicable [] Add Section 8.6. If not checked,inapplicable Other Changes Specify,if any: 4 176 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF,the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party A Name Party B Name By: By: Name: Name: Title: Title: DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute ("EEI") and National Energy Marketers Association ("NEM") member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. 5 177 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association GENERAL TERMS AND CONDITIONS ARTICLE ONE: GENERAL DEFINITIONS 1.1 "Affiliate" means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, "control" means the direct or indirect ownership of fifty percent(50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. 1.2 "Agreement"has the meaning set forth in the Cover Sheet. 1.3 "Bankrupt" means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. 1.4 "Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party's principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received. 1.5 "Buyer" means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction. 1.6 "Call Option" means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised. 1.7 "Claiming Party"has the meaning set forth in Section 3.3. 1.8 "Claims" means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys' fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. 1.9 "Confirmation"has the meaning set forth in Section 2.3. 6 178 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.10 "Contract Price" means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction. 1.11 "Costs" means, with respect to the Non-Defaulting Parry, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys' fees and expenses incurred by the Non-Defaulting Parry in connection with the termination of a Transaction. 1.12 "Credit Rating" means, with respect to any entity, the rating then assigned to such entity's unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody's or any other rating agency agreed by the Parties as set forth in the Cover Sheet. 1.13 "Cross Default Amount" means the cross default amount, if any, set forth in the Cover Sheet for a Parry. 1.14 "Defaulting Party" has the meaning set forth in Section 5.1. 1.15 "Delivery Period" means the period of delivery for a Transaction, as specified in the Transaction. 1.16 "Delivery Point" means the point at which the Product will be delivered and received, as specified in the Transaction. 1.17 "Downgrade Event"has the meaning set forth on the Cover Sheet. 1.18 "Early Termination Date"has the meaning set forth in Section 5.2. 1.19 "Effective Date"has the meaning set forth on the Cover Sheet. 1.20 "Equitable Defenses"means any bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending. 1.21 "Event of Default"has the meaning set forth in Section 5.1. 1.22 "FERC" means the Federal Energy Regulatory Commission or any successor government agency. 1.23 "Force Majeure" means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on(i) the loss of Buyer's markets; (ii) Buyer's inability economically 7 179 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association to use or resell the Product purchased hereunder; (iii)the loss or failure of Seller's supply; or(iv) Seller's ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to "force majeure" or "uncontrollable force" or a similar term as defined under the Transmission Provider's tariff, provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P. 1.24 "Gains"means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner. 1.25 "Guarantor" means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet. 1.26 "Interest Rate" means, for any date, the lesser of(a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under"Money Rates" on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. 1.27 "Letter(s) of Credit" means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody's, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit. 1.28 "Losses" means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any(exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner. 1.29 "Master Agreement"has the meaning set forth on the Cover Sheet. 1.30 "Moody's"means Moody's Investor Services, Inc. or its successor. 1.31 "NERC Business Day" means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party's principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received. 8 180 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.32 "Non-Defaulting Party"has the meaning set forth in Section 5.2. 1.33 "Offsetting Transactions" mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer. 1.34 "Option" means the right but not the obligation to purchase or sell a Product as specified in a Transaction. 1.35 "Option Buyer" means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P. 1.36 "Option Seller" means the Party specified in a Transaction as the seller of an option , as defined in Schedule P. 1.37 "Party A Collateral Threshold" means the collateral threshold, if any, set forth in the Cover Sheet for Party A. 1.38 "Party B Collateral Threshold" means the collateral threshold, if any, set forth in the Cover Sheet for Party B. 1.39 "Party A Independent Amount" means the amount if any, set forth in the Cover Sheet for Party A. 1.40 "Party B Independent Amount" means the amount , if any, set forth in the Cover Sheet for Party B. 1.41 "Party A Rounding Amount" means the amount, if any, set forth in the Cover Sheet for Party A. 1.42 "Party B Rounding Amount" means the amount, if any, set forth in the Cover Sheet for Party B. 1.43 "Party A Tariff'means the tariff, if any, specified in the Cover Sheet for Party A. 1.44 "Party B Tariff'means the tariff, if any, specified in the Cover Sheet for Party B. 1.45 "Performance Assurance" means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party. 1.46 "Potential Event of Default"means an event which, with notice or passage of time or both, would constitute an Event of Default. 1.47 "Product" means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in the Transaction. 9 181 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.48 "Put Option" means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product. 1.49 "Quantity"means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction. 1.50 "Recording"has the meaning set forth in Section 2.4. 1.51 "Replacement Price" means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller,plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer's option, the market price at the Delivery Point for such Product not delivered as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller's liability. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point. 1.52 "S&P" means the Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.) or its successor. 1.53 "Sales Price" means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller's option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer's liability. For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point. 1.54 "Schedule" or "Scheduling" means the actions of Seller, Buyer and/or their designated representatives, including each Party's Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point. 10 182 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 1.55 "Seller" means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction. 1.56 "Settlement Amount" means, with respect to a Transaction and the Non- Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2. 1.57 "Strike Price"means the price to be paid for the purchase of the Product pursuant to an Option. 1.58 "Terminated Transaction"has the meaning set forth in Section 5.2. 1.59 "Termination Payment" has the meaning set forth in Section 5.3. 1.60 "Transaction" means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement. 1.61 "Transmission Provider" means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction. ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS 2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Parry agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction. 2.2 Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction. 2.3 Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation ("Confirmation") substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer's receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent. If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller's receipt thereof, failing 11 183 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party's Confirmation within two (2) Business Days of receipt, Seller's Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller's Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer's Confirmation was sent prior to Seller's Confirmation, in which case Buyer's Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties. 2.4 Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties. 2.5 Recordiniz. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording ("Recording") of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties' agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties. Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement. ARTICLE THREE: OBLIGATIONS AND DELIVERIES 3.1 Seller's and Buyer's Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point. 3.2 Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services 12 184 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point. 3.3 Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the "Claiming Party") gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Parry shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Parry shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure. ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE 4.1 Seller Failure. If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer's failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if "Accelerated Payment of Damages" is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. 4.2 Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller's failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if "Accelerated Payment of Damages" is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES 5.1 Events of Default. An "Event of Default" shall mean, with respect to a Party (a "Defaulting Party"), the occurrence of any of the following: (a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice; 13 185 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b) any representation or warranty made by such Parry herein is false or misleading in any material respect when made or when deemed made or repeated; (c) the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Parry's obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3)Business Days after written notice; (d) such Party becomes Bankrupt; (e) the failure of such Parry to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof; (f) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party; (g) if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount(as specified in the Cover Sheet); (h) with respect to such Party's Guarantor, if any: (i) if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated; (ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice; 14 186 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (iii) a Guarantor becomes Bankrupt; (iv) the failure of a Guarantor's guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or (v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty. 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the "Non-Defaulting Party") shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date ("Early Termination Date") to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a "Terminated Transaction") between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non- Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable). 5.3 Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out(a) all Settlement Amounts that are due to the Defaulting Party,plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party,plus any or all other amounts due to the Non- Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the "Termination Payment") payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. 5.4 Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective. 5.5 Disputes With Respect to Termination Pam. If the Defaulting Party disputes the Non-Defaulting Party's calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party's calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written 15 187 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Parry in an amount equal to the Termination Payment. 5.6 Closeout Setoffs. Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option C: Neither Option A nor B shall apply. 5.7 Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if(a) an Event of Default or(b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Parry, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity. ARTICLE SIX: PAYMENT AND NETTING 6.1 Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if "Accelerated Payment of Damages" is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments pursuant to Section 6.7). As soon as practicable after the end of each month, 16 188 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association each Party will render to the other Parry an invoice for the payment obligations, if any, incurred hereunder during the preceding month. 6.2 Timeliness of Pam. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party's invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (loth) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full. 6.3 Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Parry receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived. 6.4 Netting of Pam. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Parry for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four(unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it. 6.5 Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due. 17 189 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 6.6 Securi . Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party's performance under this Agreement. 6.7 Payment for Options. The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1. 6.8 Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactions may by agreement of the Parties, be netted into a single Transaction under which: (a) the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and (b) the Party owing the greater aggregate payment will pay the net difference owed between the Parties. Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate. ARTICLE SEVEN: LIMITATIONS 7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR 18 190 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS 8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.1(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or 8.1(d) are specified on the Cover Sheet, Section 8.1(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B's annual report containing audited consolidated financial statements for such fiscal year and (ii)within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B's quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements. Option B: If requested by Party A, Party B shall deliver(i)within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Option C: Party A may request from Party B the information specified in the Cover Sheet. 19 191 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b) Credit Assurances. If Parry A has reasonable grounds to believe that Parry B's creditworthiness or performance under this Agreement has become unsatisfactory, Parry A will provide Party B with written notice requesting Performance Assurance in an amount determined by Party A in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Parry A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B's Independent Amount, if any, exceeds the Party B Collateral Threshold, then Parry A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Parry B's Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) ("Parry B Performance Assurance"), less any Parry B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B's Independent Amount, if any, (rounding upwards for any fractional amount to the next Parry B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Parry A will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Parry B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Parry B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A. 20 192 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section 8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or 8.2(d) are specified on the Cover Sheet, Section 8.2(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A's annual report containing audited consolidated financial statements for such fiscal year and (ii)within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party's quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements. Option B: If requested by Party B, Party A shall deliver(i)within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Option C: Party B may request from Party A the information specified in the Cover Sheet. (b) Credit Assurances. If Party B has reasonable grounds to believe that Party A's creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A's Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A's Independent Amount, if any, exceeds the Party A Collateral 21 193 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) ("Party A Performance Assurance"), less any Party A Performance Assurance already posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A's Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B. 8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party's first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding 22 194 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor's obligations under the Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party's obligation to return any surplus proceeds remaining after such obligations are satisfied in full. ARTICLE NINE: GOVERNMENTAL CHARGES 9.1 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize all taxes , so long as neither Party is materially adversely affected by such efforts. 9.2 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority("Governmental Charges") on or with respect to the Product or a Transaction arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which are Buyer's responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by law or regulation to remit or pay Governmental Charges which are Seller's responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under Article 6 of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the law. ARTICLE TEN: MISCELLANEOUS 10.1 Term of Master Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days' prior written notice; provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to the Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their obligations with respect to such Transaction(s), or such Transaction(s) that have been terminated under Section 5.2 of this Agreement. 10.2 Representations and Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; 23 195 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (iii) the execution, delivery and performance of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (iv) this Master Agreement, each Transaction (including any Confirmation accepted in accordance with Section 2.3), and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any Equitable Defenses. (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (vii) no Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (viii) it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) and as to whether this Master Agreement and each such Transaction (including any Confirmation accepted in accordance with Section 2.3) is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (ix) it is a "forward contract merchant" within the meaning of the United States Bankruptcy Code; 24 196 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (x) it has entered into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in the Transaction to which it is a Parry; (xi) with respect to each Transaction (including any Confirmation accepted in accordance with Section 2.3) involving the purchase or sale of a Product or an Option, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such; and (xii) the material economic terms of each Transaction are subject to individual negotiation by the Parties. 10.3 Title and Risk of Loss. Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Quantity of the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. 10.4 Indemnity. Each Party shall indemnify, defend and hold harmless the other Parry from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section 10.3. Each Party shall indemnify, defend and hold harmless the other Party against any Governmental Charges for which such Party is responsible under Article Nine. 10.5 Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Parry which affiliate's creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request. 10.6 Governing. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 25 197 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile. Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith. 10.8 General. This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmation accepted in accordance with Section 2.3) constitute the entire agreement between the Parties relating to the subject matter. Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one parry or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof. Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the term of this Agreement, such amendment will not in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party. Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Parry of any default by the other Parry shall not be construed as a waiver of any other default. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as "Regulatory Event") will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties. The term "including"when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months. This Agreement shall be binding on each Party's successors and permitted assigns. 10.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement. If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be 26 198 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived. 10.10 Forward Contract. The Parties acknowledge and agree that all Transactions constitute "forward contracts"within the meaning of the United States Bankruptcy Code. 10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement to a third party (other than the Party's employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. 27 199 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association SCHEDULE M (THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM) A. The Parties agree to add the following definitions in Article One. "Act"means I "Governmental Entity or Public Power System" means a municipality, county, governmental board, public power authority, public utility district,joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof. "Special Fund" means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Public Power System's obligations hereunder out of which amounts shall be paid to satisfy all of the Public Power System's obligations under this Master Agreement for the entire Delivery Period. B. The following sentence shall be added to the end of the definition of "Force Majeure" in Article One. If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity. C. The Parties agree to add the following representations and warranties to Section 10.2: Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System's ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such 1 Cite the state enabling and other relevant statutes applicable to Governmental Entity or Public Power System. 28 200 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System's obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or(b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System' obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets. D. The Parties agree to add the following sections to Article Three: Section 3.4 Public Power System's Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement and (ii) an opinion of counsel for Governmental Entity or Public Power System, in form and substance reasonably satisfactory to the Other Party, regarding the validity, binding effect and enforceability of this Master Agreement against Governmental Entity or Public Power System in 29 201 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association respect of the Act and all other relevant constitutional organic or other governing documents and applicable law. Section 3.5 No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or(e) execution or enforcement of any judgment. E. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agree to add the following section to Article Three: Section 3.6 Governmental Entity or Public Power System Security. With respect to each Transaction, Governmental Entity or Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Public Power System's payment obligations hereunder throughout the entire Delivery Period. F. If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight: Section 8.4 Governmental Security. As security for payment and performance of Public Power System's obligations hereunder, Public Power System hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Public Power System's right, title and interest in and to [specify collateral]. 30 202 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association G. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law: NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF 2 SHALL APPLY. 2 Insert relevant state for Governmental Entity or Public Power System. 31 203 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS "Ancillary Services" means any of the services identified by a Transmission Provider in its transmission tariff as "ancillary services" including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve- supplemental, as may be specified in the Transaction. "Capacity"has the meaning specified in the Transaction. "Energy" means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours. "Firm(LD)"means, with respect to a Transaction, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure. In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article Four. "Firm Transmission Contingent - Contract Path" means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product in the case of the Seller from the generation source to the Delivery Point or in the case of the Buyer from the Delivery Point to the ultimate sink, and (ii) such interruption or curtailment is due to "force majeure" or "uncontrollable force" or a similar term as defined under the applicable transmission provider's tariff. This contingency shall excuse performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of"Force Majeure" in Section 1.23 to the contrary. "Firm Transmission Contingent - Delivery Point" means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission to the Delivery Point (in the case of Seller) or from the Delivery Point (in the case of Buyer) for such Transaction is interrupted or curtailed and(i) such Party has provided for firm transmission with the transmission provider(s) for the Product, in the case of the Seller, to be delivered to the Delivery Point or, in the case of Buyer, to be received at the Delivery Point and (ii) such interruption or curtailment is due to "force majeure" or "uncontrollable force" or a similar term as defined under the applicable transmission provider's tariff. This transmission contingency excuses performance for the duration of the interruption or curtailment, notwithstanding the provisions of the definition of "Force Majeure" in Section 1.23 to the contrary. Interruptions or curtailments of transmission other than the transmission either immediately to or from the Delivery Point shall not excuse performance "Firm(No Force Majeure)"means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an 32 204 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association amount determined pursuant to Article Four. Force Majeure shall not excuse performance of a Firm(No Force Majeure) Transaction. "Into (the "Receiving Transmission Provider"), Seller's Daily Choice" means that, in accordance with the provisions set forth below, (1) the Product shall be scheduled and delivered to an interconnection or interface ("Interface") either (a) on the Receiving Transmission Provider's transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which Interface, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area; and (2) Seller has the right on a daily prescheduled basis to designate the Interface where the Product shall be delivered. An "Into" Product shall be subject to the following provisions: 1. Prescheduling and Notification. Subject to the provisions of Section 6, not later than the prescheduling deadline of 11:00 a.m. CPT on the Business Day before the next delivery day or as otherwise agreed to by Buyer and Seller, Seller shall notify Buyer ("Seller's Notification") of Seller's immediate upstream counterparty and the Interface (the "Designated Interface") where Seller shall deliver the Product for the next delivery day, and Buyer shall notify Seller of Buyer's immediate downstream counterparty. 2. Availability of "Firm Transmission" to Buyer at Designated Interface; "Timely Request for Transmission," "ADI" and "Available Transmission." In determining availability to Buyer of next-day firm transmission ("Firm Transmission") from the Designated Interface, a "Timely Request for Transmission" shall mean a properly completed request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after delivery of Seller's Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller's Notification, then such request by Buyer shall be made within 30 minutes of the time when the Receiving Transmission Provider first opens thereafter for purposes of accepting requests for Firm Transmission. Pursuant to the terms hereof, delivery of the Product may under certain circumstances be redesignated to occur at an Interface other than the Designated Interface (any such alternate designated interface, an"ADI") either(a) on the Receiving Transmission Provider's transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which ADI, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area using either firm or non-firm transmission, as available on a day-ahead or hourly basis (individually or collectively referred to as "Available Transmission") within the Receiving Transmission Provider's transmission system. 3. Rights of Buyer and Seller Depending Upon Availability of/Timely Request for Firm Transmission. A. Timely Request for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer. If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider 33 205 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association and Buyer purchases such Firm Transmission, then Seller shall deliver and Buyer shall receive the Product at the Designated Interface. i. If the Firm Transmission purchased by Buyer within the Receiving Transmission Provider's transmission system from the Designated Interface ceases to be available to Buyer for any reason, or if Seller is unable to deliver the Product at the Designated Interface for any reason except Buyer's non- performance, then at Seller's choice from among the following, Seller shall: (a) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, require Buyer to purchase such Firm Transmission from such ADI, and schedule and deliver the affected portion of the Product to such ADI on the basis of Buyer's purchase of Firm Transmission, or(b)require Buyer to purchase non- firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer's purchase of non-firm transmission from the Designated Interface or an ADI designated by Seller, or(c) to the extent firm transmission is available on an hourly basis, require Buyer to purchase firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer's purchase of such hourly firm transmission from the Designated Interface or an ADI designated by Seller. ii. If the Available Transmission utilized by Buyer as required by Seller pursuant to Section 3A(i) ceases to be available to Buyer for any reason, then Seller shall again have those alternatives stated in Section 3A(i) in order to satisfy its obligations. iii. Seller's obligation to schedule and deliver the Product at an ADI is subject to Buyer's obligation referenced in Section 4B to cooperate reasonably therewith. If Buyer and Seller cannot complete the scheduling and/or delivery at an ADI, then Buyer shall be deemed to have satisfied its receipt obligations to Seller and Seller shall be deemed to have failed its delivery obligations to Buyer, and Seller shall be liable to Buyer for amounts determined pursuant to Article Four. iv. In each instance in which Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI pursuant to Sections 3A(i) or(ii), and Firm Transmission had been purchased by both Seller and Buyer into and within the Receiving Transmission Provider's transmission system as to the scheduled delivery which could not be completed as a result of the interruption or curtailment of such Firm Transmission, Buyer and Seller shall bear their respective transmission expenses and/or associated congestion charges incurred in connection with efforts to complete delivery by such alternative scheduling and delivery arrangements. In any instance except as set forth in the immediately preceding sentence, Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI under Sections 3A(i) or(ii), Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with such alternative scheduling arrangements. 34 206 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association B. Timely Request for Firm Transmission Made by Buyer but Rejected by the Receiving Transmission Provider. If Buyer's Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider because of unavailability of Firm Transmission from the Designated Interface, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider's notice of rejection ("Buyer's Rejection Notice"). If Buyer timely notifies Seller of such unavailability of Firm Transmission from the Designated Interface, then Seller shall be obligated either(1) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, to require Buyer to purchase (at Buyer's own expense) such Firm Transmission from such ADI and schedule and deliver the Product to such ADI on the basis of Buyer's purchase of Firm Transmission, and thereafter the provisions in Section 3A shall apply, or (2) to require Buyer to purchase (at Buyer's own expense) non-firm transmission, and schedule and deliver the Product on the basis of Buyer's purchase of non-firm transmission from the Designated Interface or an ADI designated by the Seller, in which case Seller shall bear the risk of interruption or curtailment of the non-firm transmission; provided, however, that if the non-firm transmission is interrupted or curtailed or if Seller is unable to deliver the Product for any reason, Seller shall have the right to schedule and deliver the Product to another ADI in order to satisfy its delivery obligations, in which case Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with Seller's inability to deliver the Product as originally prescheduled. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface, and the provisions of Section 3D shall apply. C. Timely Request for Firm Transmission Made by Buyer, Accepted b. the Receiving Transmission Provider and not Purchased by Bum. If Buyer's Timely Request for Firm Transmission is accepted by the Receiving Transmission Provider but Buyer elects to purchase non-firm transmission rather than Firm Transmission to take delivery of the Product, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller's delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four. D. No Timely Request for Firm Transmission Made by Buyer, or Buyer Fails to Timely Send Buyer's Rejection Notice. If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer's Rejection Notice, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller's delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four. 35 207 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 4. Transmission. A. Seller's Responsibilities. Seller shall be responsible for transmission required to deliver the Product to the Designated Interface or ADI, as the case may be. It is expressly agreed that Seller is not required to utilize Firm Transmission for its delivery obligations hereunder, and Seller shall bear the risk of utilizing non-firm transmission. If Seller's scheduled delivery to Buyer is interrupted as a result of Buyer's attempted transmission of the Product beyond the Receiving Transmission Provider's system border, then Seller will be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for damages pursuant to Article Four. B. Buyer's Responsibilities. Buyer shall be responsible for transmission required to receive and transmit the Product at and from the Designated Interface or ADI, as the case may be, and except as specifically provided in Section 3A and 313, shall be responsible for any costs associated with transmission therefrom. If Seller is attempting to complete the designation of an ADI as a result of Seller's rights and obligations hereunder, Buyer shall co-operate reasonably with Seller in order to effect such alternate designation. 5. Force Majeure. An "Into" Product shall be subject to the "Force Majeure" provisions in Section 1.23. 6. Multiple Parties in Delivery Chain Involving a Designated Interface. Seller and Buyer recognize that there may be multiple parties involved in the delivery and receipt of the Product at the Designated Interface or ADI to the extent that (1) Seller may be purchasing the Product from a succession of other sellers ("Other Sellers"), the first of which Other Sellers shall be causing the Product to be generated from a source ("Source Seller") and/or (2) Buyer may be selling the Product to a succession of other buyers ("Other Buyers"), the last of which Other Buyers shall be using the Product to serve its energy needs ("Sink Buyer"). Seller and Buyer further recognize that in certain Transactions neither Seller nor Buyer may originate the decision as to either (a) the original identification of the Designated Interface or ADI (which designation may be made by the Source Seller) or (b) the Timely Request for Firm Transmission or the purchase of other Available Transmission (which request may be made by the Sink Buyer). Accordingly, Seller and Buyer agree as follows: A. If Seller is not the Source Seller, then Seller shall notify Buyer of the Designated Interface promptly after Seller is notified thereof by the Other Seller with whom Seller has a contractual relationship, but in no event may such designation of the Designated Interface be later than the prescheduling deadline pertaining to the Transaction between Buyer and Seller pursuant to Section 1. B. If Buyer is not the Sink Buyer, then Buyer shall notify the Other Buyer with whom Buyer has a contractual relationship of the Designated Interface promptly after Seller notifies Buyer thereof, with the intent being that the party bearing actual responsibility to secure transmission shall have up to 30 minutes after receipt of the Designated Interface to submit its Timely Request for Firm Transmission. 36 208 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association C. Seller and Buyer each agree that any other communications or actions required to be given or made in connection with this "Into Product" (including without limitation, information relating to an ADI) shall be made or taken promptly after receipt of the relevant information from the Other Sellers and Other Buyers, as the case may be. D. Seller and Buyer each agree that in certain Transactions time is of the essence and it may be desirable to provide necessary information to Other Sellers and Other Buyers in order to complete the scheduling and delivery of the Product. Accordingly, Seller and Buyer agree that each has the right, but not the obligation, to provide information at its own risk to Other Sellers and Other Buyers, as the case may be, in order to effect the prescheduling, scheduling and delivery of the Product "Native Load" means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve. "Non-Firm" means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of either Party. "System Firm" means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in the Transaction (the "System") with non-firm transmission to and from the Delivery Point, unless a different Transmission Contingency is specified in a Transaction. Seller's failure to deliver shall be excused: (i) by an event or circumstance which prevents Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Seller; (ii) by Buyer's failure to perform; (iii) to the extent necessary to preserve the integrity of, or prevent or limit any instability on, the System; (iv) to the extent the System or the control area or reliability council within which the System operates declares an emergency condition, as determined in the system's, or the control area's, or reliability council's reasonable judgment; or (v) by the interruption or curtailment of transmission to the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Seller's performance. Buyer's failure to receive shall be excused(i)by Force Majeure; (ii)by Seller's failure to perform, or(iii) by the interruption or curtailment of transmission from the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Buyer's performance. In any of such events, neither party shall be liable to the other for any damages, including any amounts determined pursuant to Article Four. "Transmission Contingent" means, with respect to a Transaction, that the performance of either Seller or Buyer(as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is unavailable or interrupted or curtailed for any reason, at any time, anywhere from the Seller's proposed generating source to the Buyer's proposed ultimate sink, regardless of whether transmission, if any, that such Parry is attempting to secure and/or has purchased for the Product is firm or non-firm. If the transmission (whether firm or non-firm) that Seller or Buyer is attempting to secure is from source to sink is unavailable, this contingency excuses performance for the entire Transaction. If the transmission (whether firm or non-firm) that Seller 37 209 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association or Buyer has secured from source to sink is interrupted or curtailed for any reason, this contingency excuses performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of "Force Majeure" in Article 1.23 to the contrary. "Unit Firm" means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a generation asset or assets specified in the Transaction. Seller's failure to deliver under a "Unit Firm" Transaction shall be excused: (i) if the specified generation asset(s) are unavailable as a result of a Forced Outage (as defined in the NERC Generating Unit Availability Data System (GADS) Forced Outage reporting guidelines) or (ii) by an event or circumstance that affects the specified generation asset(s) so as to prevent Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, and which is not within the reasonable control of, or the result of the negligence of, the Seller or (iii) by Buyer's failure to perform. In any of such events, Seller shall not be liable to Buyer for any damages, including any amounts determined pursuant to Article Four. 38 210 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER This confirmation letter shall confirm the Transaction agreed to on , between ("Party A") and ("Party B") regarding the sale/purchase of the Product under the terms and conditions as follows: Seller: Buyer: Product: [] Into , Seller's Daily Choice [] Firm(LD) [] Firm(No Force Majeure) [] System Firm (Specify System: ) [] Unit Firm (Specify Unit(s): ) [] Other [] Transmission Contingency(If not marked, no transmission contingency) [] FT-Contract Path Contingency [] Seller [] Buyer [] FT-Delivery Point Contingency [] Seller [] Buyer [] Transmission Contingent [] Seller [] Buyer [] Other transmission contingency (Specify: ) Contract Quantity: Delivery Point: Contract Price: Energy Price: Other Charges: 39 211 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Confirmation Letter Page 2 Delivery Period: Special Conditions: Scheduling: Option Buyer: Option Seller: Type of Option: Strike Price: Premium: Exercise Period: This confirmation letter is being provided pursuant to and in accordance with the Master Power Purchase and Sale Agreement dated (the "Master Agreement")between Party A and Party B, and constitutes part of and is subject to the terms and provisions of such Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement. [Party A] [Party B] Name: Name: Title: Title: Phone No: Phone No: Fax: Fax: 40 212 Version 2.1(modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association EEI Master Agreement Cover Sheet SCE version 03.22.2018 [THIS MASTER AGREEMENT IS SUBJECT TO SCE MANAGEMENT REVIEW AND APPROVAL'] MASTER POWER PURCHASE AND SALE AGREEMENT COVERSHEET This Master Power Purchase and Sale Agreement (Version 2.1; modified 4/25/00) ("Master Agreement') is made as of the following date: April [ 1,2018 ("Effective Date"). The Master Agreement,together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support, margin agreement, or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the "Agreement". The Parties to this Master Agreement are the following: Name: City of Vernon ("Party A") Name: Southern California Edison Company("Party B") All Notices: All Notices: Street: 4305 Santa Fe Ave. Street: 2244 Walnut Grove Ave., G.O.1, Quad 1C City: Vernon, CA Zip: 91423 City: Rosemead, CA Zip: 91770 Attn: Public Utilities Attn: Director,Energy Contracts Management Phone: (323) 583-8811 Phone: (626) 302-3126 Facsimile: (323) 826-3629 Facsimile: (626) 302-1103 Email: Bulkpower@ci.vemon.ca.us Email: Energycontracts@sce.com Duns: 060883022 Duns: 006908818 Federal Tax ID Number: 95-6000808 Federal Tax ID Number: 95-1240335 Invoices: Invoices: Attn: City of Vernon Treasury Dept. Attn: EPM&Contract Settlements Phone: (323) 583-8811 Ext: 227 Phone: (626) 302-8908 Facsimile: (323) 826-3629 Facsimile: (626) 302-3276 Email: PPFDPowerSettle@sce.com Scheduling: Scheduling: Attn: Shawn Sharifzadeh&Efrain Sandoval Attn: Manager or Day Ahead Operations Phone: (323) 826-3625 Phone: (626) 307-4425 or(626) 307-4420 Facsimile: (323) 826-3629 Facsimile: (626) 307-4413 E-mail: presched@sce.com Payments: Payments: Attn: City of Vernon Treasury Dept. Attn: EPM&Contract Settlements Phone: (323) 583-8811 Ext: 227 Phone: 626-302-8908 Facsimile: (323) 826-3629 Facsimile: (626) 302-3276 E-mail: PPFDPowerSettle@sce.com Wire Transfer: Wire Transfer: BNK: East West Bank BNK: JP Morgan Chase Bank ABA: 322070381 ABA: 021000021 ACCT: 80362791 ACCT: 323-394434 Credit and Collections: Credit: Attn: Javier Valdez Attn: Manager of Credit Risk Phone: (323) 583-8811 Ext:825 Phone: (626) 302-3672 Facsimile: (323) 826-3629 ' [SCE Comment:Green highlights are comments or instructions to be deleted prior to final execution.] 213 1 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Confirmations: Confirmations: Attn: City of Vernon Treasury Dept. Attn: Confirmation Coordinator Phone: (323) 583-8811 Ext: 227 Phone: (626) 302-3383 Facsimile: (323) 826-3629 Facsimile: (626) 302-3410 Email: SCERiskControl@sce.com Collateral: Southern California Edison Company Attn: Manager of Risk Operations&Collateral Management 2244 Walnut Grove Avenue, GO Quad 2A Rosemead, CA 91770 Phone: (626) 302-3383 Email: SCECollateral@sce.com With additional Notices of an Event of Default or With additional Notices of an Event of Default or Potential Event of Default to: Potential Event of Default to: Attn: City of Vernon Southern California Edison Company Phone: (323) 583-8811 2244 Walnut Grove Ave., G.O.1, Quad 1C Facsimile: Rosemead, CA 91770 Attn: Director, Contracts Management and Administration Phone: (626) 302-3126 Facsimile: (626) 302-8168 Email: Energycontracts@sce.com and Attention: Director and Managing Attorney Power Procurement Section E-mail: PPLegalNotice@sce.com The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: Parry A Tariff Tariff Dated Docket Number Party B Tariff Tariff Original Vol.No. 8 Dated 09/01/2002 Docket Number ER 02-2263-000 214 2 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Article Two Transaction Terms and ® Optional provision in Section 2.4. If not checked, inapplicable. Conditions Article Four Remedies for Failure to ® Accelerated Payment of Damages. If not checked, inapplicable. Deliver or Receive Article Five Events of Default; Remedies 5.1(g) Cross Default for Party A: ® Party A: Cross Default Amount$ ❑ Other Entity:[Guarantor, if applicable] Cross Default Amount$ 5.1(g) Cross Default for Party B: ® Party B: Southern California Edison Cross Default Amount$200,000,000 Company. ❑ Other Entity: Not Applicable. Cross Default Amount$ 5.6 Closeout Setoff ® Option A,as amended. ❑ Option B -Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows: ❑ Option C (No Setoff). Article Eight Credit and Collateral 8.1 Party A Credit Protection: Requirements (a) Financial Information: ® Option A, as amended. ❑ Option B Specify: ❑ Option C Specify: 215 3 EEI Master Agreement Cover Sheet SCE version 03.22.2018 (b) Credit Assurances: ® Not Applicable. ❑ Applicable. (c) Collateral Threshold: ❑ Not Applicable. ® Applicable, as specified in Paragraph 10 to the EEI Collateral Annex. (d) Downgrade Event: ® Not Applicable. ❑ Applicable. If applicable, complete the following: ❑ It shall be a Downgrade Event for Party B if Party B's Credit Rating falls below from S&P or from Moody's or if Party B is not rated by any Ratings Agency. ❑ Other: Specify: (e) Guarantor for Party B: Not Applicable. Guarantee Amount:Not Applicable. 8.2 Party B Credit Protection: (a) Financial Information: ® Option A, as amended. ❑ Option B, as amended. Specify: [Guarantor or other party specified, if applicable] ❑ Option C Specify: (b) Credit Assurances: ® Not Applicable. ❑ Applicable. (c) Collateral Threshold: ❑ Not Applicable. ® Applicable, as specified in Paragraph 10 to the EEI Collateral Annex. (d) Downgrade Event: ® Not Applicable. ❑ Applicable. 216 4 EEI Master Agreement Cover Sheet SCE version 03.22.2018 If applicable, complete the following: ❑ It shall be a Downgrade Event for Party A if Party A's Credit Rating falls below_from S&P or_from Moody's or if Party A is not rated by any Ratings Agency. ❑ Other: Specify: (e) Guarantor for Party A: Guarantee Amount: $ Article Ten Confidentiality ® Confidentiality Applicable. If not checked, inapplicable. Schedule M ®Party A is a Governmental Entity or Public Power System. ❑Party B is a Governmental Entity or Public Power System. ❑Add Section 3.6. If not checked, inapplicable. ❑Add Section 8.4. If not checked, inapplicable. 217 5 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Other Changes The following changes shall be applicable. ARTICLE ONE: GENERAL DEFINITIONS. Amend Article One as follows: Section 1.4 is amended by (i) deleting the word"or"in the first line, and(ii) inserting the words ", or the Friday immediately following the U.S. Thanksgiving holiday" immediately after"Bank holiday". Section 1.11 is amended by (i) deleting the words "attorneys' fees and" and (ii) inserting the words"(excluding attorneys' fees)"after the word"expenses"in the fifth line. Section 1.12 is amended to read as follows: "1.12 `Credit Rating' means with respect to any entity, the rating then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancements) by the Ratings Agencies. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligations the Ratings Agencies, then `Credit Rating' shall mean the general corporate credit rating or long-term issuer rating assigned to such entity by the Ratings Agencies. If any entity is rated by more than one Ratings Agency and the ratings are at different levels, then `Credit Rating' means the lowest such rating." Section 1.24 is amended by inserting the words "in accordance with Section 5.2(b)" immediately after"reasonable manner". Section 1.27 is amended to read as follows: "1.27 `Letter of Credit' means an irrevocable, nontransferable standby letter of credit, substantially in the form of Schedule 1 and acceptable to Secured Party, issued by a major U.S. commercial bank, or the U.S. branch office of a foreign bank with, in either case, a Credit Rating of at least A- by S&P or A3 by Moody's. If such bank is rated by more than one Ratings Agency and the ratings are at different levels, the lowest rating shall be the Credit Rating for this purpose. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit." Section 1.28 is amended by inserting the words "in accordance with Section 5.2(b)" immediately after"reasonable manner". Section 1.50 is amended by replacing the term "Section 2.4" with the term "Section 2.5". Section 1.51 is amended by (i) deleting the phrase "at the Delivery Point" and replacing it with", from an entity that is not an Affiliate of either Party,"; (ii) in clause (ii) inserting after the phrase"at Buyer's option," the phrase "absent a purchase from an entity that is not an Affiliate of either Party,"; and (iii) in the last sentence thereof deleting the phrase "at the Delivery Point" and replacing it with "that is not an Affiliate of either Party". Section 1.53 is amended by (i) deleting the phrase "at the Delivery Point" and replacing it with ", to an entity that is not an Affiliate of either Party,"; (ii) in clause (ii) inserting after the phrase "at Seller's option,"the phrase "absent a sale to an enti+17 that is not an Affiliate of either Party,"; and (iii) in the last sentence thereof deleti:2 18 6 EEI Master Agreement Cover Sheet SCE version 03.22.2018 the phrase "at the Delivery Point" and replacing it with "that is not an Affiliate of either Parry". New Sections 1.62, 1.63, 1.64, 1.65, 1.66, 1.67, and 1.68 are added to read as follows: "1.62 `Forward Price Assessments' means quotations solicited or obtained in good faith from regularly published and widely-distributed forward price assessments from a broker that is not an Affiliate of either Parry and who is actively participating in markets for the relevant Products." 111.63 `Market Quotation Average Price' means the arithmetic mean of the quotations solicited in good faith from not less than three (3) Reference Market- Makers (as hereinafter defined); provided, however, that the Party obtaining the quotes shall use reasonable efforts to obtain good faith quotations from at least five (5) Reference Market-Makers and, if at least five (5) such quotations are obtained, the Market Quotation Average Price shall be determined by disregarding the highest and lowest quotations and taking the arithmetic mean of the remaining quotations. The quotations shall be based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to each Terminated Transaction. The quote must be obtained assuming that the Parry obtaining the quote will provide sufficient credit support for the proposed transaction. Each quotation shall be obtained in good faith by such Parry, to the extent reasonably practicable, as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date, such day and time as of which those quotations will be selected shall be specified in accordance with Section 5.2. If fewer than three(3) quotations are obtained, it will be deemed that the Market Quotation Average Price in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined." "l.64 `Merger Event' means, with respect to a Party or its Guarantor, that such Party or its Guarantor consolidates or amalgamates with, merges into or with, or transfers substantially all its assets to another entity and (i) the resulting entity fails to assume all the obligations of such Parry hereunder or of such Party's Guarantor under its guaranty, or (ii) the benefits of any credit support provided by such Party pursuant to Article Eight, or any guaranty provided by such Party's Guarantor, fail to extend to the performance of such resulting, surviving or transferee entity's obligations hereunder, or (iii) the resulting entity's creditworthiness is materially weaker than that of such Party or its Guarantor immediately prior to such action. The creditworthiness of the resulting entity shall not be deemed to be `materially weaker' so long as the resulting entity maintains a Credit Rating of at least that of the applicable Party or its Guarantor, as the case may be, immediately prior to the consolidation,merger or transfer." "l.65 `Ratings Agency' means any of S&P and Moody's, and any other ratings agency agreed by the Parties(collectively the `Ratings Agencies')." "1.66 `Reference Market-Maker' means a leading dealer in the relevant market that is not an Affiliate of either Party and that is selected by a Party in good faith among dealers of the highest credit standing which satisfy all the criteria that such Party applies generally at the time in deciding whether to offer or to make an extension of credit. Such dealer may be represented by a broker." "1.67 `Specified Energy Transaction' means any transaction (including an agreement with respect to any such transaction)now existing or hereafter entered into between Party A and Party B (or any Guarantor of such Party)which is no 219 7 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Transaction under this Agreement, which is a transaction under the International Swaps and Derivatives Association Master Agreement, the North American Energy Standards Board Base Contract for Purchase and Sale of Natural Gas,the WSPP Agreement, or under any other agreement with respect to the purchase, sale, or transfer of (a) wholesale physical electric energy, capacity, ancillary services or resource adequacy benefits; (b) wholesale physical natural gas; (c) transmission services or capacity, (d) emissions (including greenhouse gas emissions) related credits, allowances or offsets, or (e) financial derivative products related to any of the foregoing." ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS. Amend Article Two as follows: Section 2.1 is amended by adding the following sentence to the end thereof "Any Transaction formed and effectuated pursuant to the foregoing shall be considered a `writing' or `in writing' and to have been `signed' by each Party or otherwise binding on the Parties." Section 2.2 is amended to delete the second comma after the words "supplements hereto),"and before"the Party"in the second sentence. Section 2.4 is amended by (i) deleting the words "either orally or" after the phrase "Section 2.3 unless agreed to"in the second to last line thereof. Section 2.5 is amended (i) to delete the phrase "Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation,"; (ii) by capitalizing the word "each" in the first sentence; and (iii) replacing the words "Parties to this Master Agreement"with"Parties' trading and marketing personnel". A new Section 2.6 is added to read as follows: "2.6 ImagedAgreement. Any original executed Master Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the `Imaged Agreement'). The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as evidence in automated facsimile form,the Recording, if introduced as evidence in its original form and as transcribed onto paper or into other written format, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation, or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation, or the Imaged Agreement) on the basis that such were not originated or maintained in documentary or written form under either the hearsay rule or the best evidence rule. However, nothing in this Section 2.6 shall preclude a Party from challenging the admissibility of such evidence on some other grounds, including, without limitation, the basis that such evidence has been materially or substantially altered from the original." ARTICLE THREE: OBLIGATIONS AND DELIVERIES. Amend Article Three as follows: A new Section 3.4 is added to read as follows: "3.4 Index Transactions. If the Contract Price for a Transaction is determin 220 8 EEI Master Agreement Cover Sheet SCE version 03.22.2018 by reference to an index, then the following provisions shall be applicable to such Transaction. (a) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed,then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of the price quotations for the relevant commodity and relevant Business Days that are obtained from no more than two (2) Reference Market-Makers selected by each Party. (b) For purposes of this Section 3.4,the following definitions shall apply: (i) `Determination Period' means each calendar month a part or all of which is within the Delivery Period of a Transaction. (ii) `Exchange' means,in respect of a Transaction,the exchange or principal trading market specified in the relevant Transaction. (iii) `Floating P�means a price per unit in$U.S. specified in a Transaction that is based upon a Price Source. (iv) `Market Disruption Event' means,with respect to any Price Source, any of the following events: (a)the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating price; (b)the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining a Floating Price; (c)the temporary or permanent discontinuance or unavailability of the Price Source; (d)the temporary or permanent closing of any Exchange specified for determining a Floating Price; or(e) a material change in the formula for or the method of determining the Floating Price. (v) `Price Source' means,in respect of a Transaction,the publication(or such other origin of reference, including an Exchange)containing (or reporting)the specified price(or prices from which the specified price is calculated) specified in the relevant Transaction. (vi) `Trading Day' means a day in respect of which the relevant Price Source published the Floating Price. (c) Corrections to Published Prices. For purposes of determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within twelve (12) months of the original publication or announcement, either Party may notify the other Party of 221 9 EEI Master Agreement Cover Sheet SCE version 03.22.2018 that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than ten (10) Business Days after the effectiveness of that notice,pay, subject to any applicable conditions precedent,to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was(or was not)made to but excluding the day of payment of the refund or payment resulting from that correction. (d) Calculation of Floating Price. For the purposes of the calculation of a Floating Price, all numbers shall be rounded to three (3) decimal places. If the fourth (4th) decimal number is five (5) or greater, then the third (3rd) decimal number shall be increased by one (1), and if the fourth(4th)decimal number is less than five(5),then the third(3rd) decimal number shall remain unchanged." ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES. Amend Article Five as follows: Section 5.1(e) is amended by adding after the word "hereof' the phrase "or any other credit arrangement, including, but not limited to, the Collateral Annex (or any similar agreement)related to this Agreement". Section 5.1(f)is amended to read as follows: "(f) a Merger Event occurs with respect to such Party or its Guarantor, if applicable;" Section 5.1(h)(iv) is amended by inserting the words "made in connection with this Agreement"after the first instance of the word"guaranty". Section 5.1(h)(v) is amended by inserting the words "made in connection with this Agreement"after the word"guaranty". Section 5.1 is amended by adding the following Sections 5.1(i) and 5.10) at the end thereof: "(i) an event of default occurs (howsoever determined) under a Specified Energy Transaction with respect to such Party and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of that Specified Energy Transaction; or 0) the Party disaffirms, disclaims, repudiates, or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that Party, or any Transaction evidenced by such a Confirmation." Section 5.2 is amended by(i)inserting"(a)"at the beginning thereof; (ii)reversing the placement of"(i)"and"to'; ui inserting after the words"designate a day"the words pg g Y "and time of day"in clause (i) thereof, (iv) replacing the phrase"as soon thereafter as is reasonably practicable)" with ", then each such Transaction — individually, an `Excluded Transaction' and collectively, the `Excluded Transactions'— shall be terminated as soon thereafter as is reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction) and the Termination Payment payable i- connection with all Terminated Transactions shall be calculated in accordance wi 222 10 EEI Master Agreement Cover Sheet SCE version 03.22.2018 this Section 5.2 and with Section 5.3 below"; and (v) adding the following paragraph at the end thereof: "(b) The Non-Defaulting Party shall determine its Gains and Losses by determining the Market Quotation Average Price for each Terminated Transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to any Terminated Transaction, then the Non- Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by calculating the arithmetic mean of at least three (3) Forward Price Assessments for transactions substantially similar to each Terminated Transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts to obtain at least three (3)Forward Price Assessments with respect to any Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties including, without limitation, index prices, quotations(either firm or indicative) of relevant rates,prices, yields,yield curves, volatilities, spreads, or other relevant market data in the relevant markets; provided, however, that the provider of such information shall not be an Affiliate of either Party. Only in the event the Non-Defaulting Party is not able, after using commercially reasonable efforts, to obtain such third party information,then the Non-Defaulting Party may calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to it internally." Section 5.3 is amended by (i) deleting the ":" in the second line thereof, (ii) replacing the words "Agreement against" with "Agreement, against" immediately before "(b)"• and(iii) inserting the phrase"any cash then available to the Defaulting Party pursuant to Article Eight," between the words "Non-Defaulting Parry," and "plus any" in the sixth line thereof. Section 5.4 is amended by inserting the phrase"but in no event more than fifteen(15) Business Days following the Early Termination Date," after the phrase "liquidation," in the second line thereof. Section 5.6 Option A is amended by(i)inserting the following phrase"with respect to the Specified Energy Transactions,"before the words "and/or(ii)" and(ii) adding the following at the end thereof: "Notwithstanding anything to the contrary contained in this Master Agreement, or in any other agreement, instrument, or undertaking between the Parties with respect to a Specified Energy Transaction, if an Early Termination Date has been designated pursuant to Section 5.2, then, in addition to the other remedies provided in this Master Agreement, the Non-Defaulting Party may accelerate, liquidate and terminate all, but not less than all, Specified Energy Transactions between the Parties." Section 5.7 is amended to capitalize the word"early"in line 6 to read"Early". ARTICLE SIX: PAYMENT AND NETTING. Amend Article Six as follows: Section 6.3 is amended to read as follows: 223 11 EEI Master Agreement Cover Sheet SCE version 03.22.2018 "6.3 Disputes and Adjustments of Invoices. A Party may adjust any invoice rendered by it under this Agreement to correct any arithmetic or computational error or to include additional charges or claims within twenty-four (24) months after the close of the month in which the obligations being invoiced arose. A receiving Party may, in good faith, dispute the correctness of any invoice or of any adjustment to any invoice previously rendered to it by providing notice to the other Party on or before the later of(i) twelve (12) months of the date of receipt of such invoice or adjusted invoice, or(ii) twenty-four (24) months after the close of the month in which the obligation being invoiced arose. Failure to provide such notice within the time frame set forth in the preceding sentence waives the dispute with respect to such invoice. A Party disputing all or any part of an invoice or an adjustment to an invoice previously rendered to it may pay only the undisputed portion of the invoice when due, provided such Parry provides notice to the other Party of the basis for and amount of the disputed portion of the invoice that has not been paid. The disputed portion of the invoice must be paid within two (2) Business Days of resolution of the dispute, along with interest accrued at the Interest Rate from and including the original due date of the invoice to but excluding the date the disputed portion of the invoice is actually paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment but excluding the date repaid or deducted by the Party receiving such overpayment. An invoice can only be adjusted or amended after it was originally rendered within the time frames set forth in this Section 6.3. If an invoice is not rendered within twenty-four (24) months after the close of the month in which the payment obligations arose, the right to payment for that month under this Agreement is waived." Section 6.7 is amended to replace the phrase "Section 6.1" with the phrase "Section 6.2". ARTICLE SEVEN: LIMITATIONS. Amend Article Seven as follows: Section 7.1 is amended to (i) delete the phrase"EXCEPT AS SET FORTH HEREIN" in the first sentence; and (ii) in the fifth sentence (a) replace in its entirety the phrase "UNLESS EXPRESSLY HEREIN PROVIDED" with "NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY"; (b) add the following phrase "SET FORTH IN THIS AGREEMENT" after the words "INDEMNITY PROVISION"; and (c) add the following phrase "; PROVIDED, HOWEVER, THAT NOTHING IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OF SECTIONS 5.2 AND 5.3 OF THIS AGREEMENT" after the words "OR OTHERWISE". ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS. Amend Article Eight as follows: Section 8.1(a) Option A is amended to add (i) the following phrase "(income statement, balance sheet, statement of cash flows and statement of retained earnings and all accompanying notes) after the words"consolidated financial statements"in the third line; (ii)the phrase"setting forth in each case in comparative form the figures for the previous year" after the words"for such fiscal year," in the third line; and(iii) the phrase "and the portion of the fiscal year through the end of such quarter, setting fol 224 12 EEI Master Agreement Cover Sheet SCE version 03.22.2018 in each case in comparative form the figures for the previous year certified in accordance with all applicable laws and regulations, including without limitation all applicable Securities and Exchange Commission rules and regulations, provided however, for the purposes of this (i) and (ii), if Party B's financial statements are publicly available electronically on the Securities and Exchange Commission's website or Party B's website, then Party B shall be deemed to have met this requirement"after the words"for such fiscal quarter"in the fifth line. Section 8.2(a) Option A is amended to add (i) the following phrase "(income statement, balance sheet, statement of cash flows and statement of retained earnings and all accompanying notes)" after the words "consolidated financial statements" in the third line; (ii) the phrase "setting forth in each case in comparative form the figures for the previous year" after the words "for such fiscal year," in the third line; and(iii) the phrase"and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year and that are: (1) certified in accordance with all applicable laws and regulations,including without limitation all applicable Securities and Exchange Commission rules and regulations, if Party A is an SEC reporting company; or(2) certified by a Responsible Officer as being fairly stated in all material respects(subject to normal year-end audit adjustments), if Party A is not an Securities and Exchange Commission reporting company;provided however, for the purposes of this (i) and(ii),if Party A's financial statements are publicly available electronically on the Securities and Exchange Commission's website or Party A's website, then Party A shall be deemed to have met this requirement"after the words"for such fiscal quarter"in the fifth line; and(v) at the end thereof the phrase"For purposes of this Section, `Responsible Officer' shall mean the Chief Financial Officer, Treasurer or any Assistant Treasurer of Party A or any employee of Party A designated by any of the foregoing, if Parry A is not an Securities and Exchange Commission reporting company.". A new Section 8.4 is added to read as follows: "8.4 California Commercial Code Waiver. This Agreement and the Collateral Annex set forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances. Except as expressly set forth in the options elected by the Parties in respect of Sections 8.1 and 8.2, in Section 8.3, and in the relevant portions of the Collateral Annex,neither Party: (a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever,nor (b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party that is complying with the relevant provisions of Section 8 of this Master Agreement and of the relevant provisions of the Collateral Annex; and all implied rights relating to financial assurances arising from Section 2609 of the California Commercial Code or case law applying similar doctrines, are hereby waived." ARTICLE NINE: GOVERNMENTAL CHARGES. Amend Article Nine as follows: Section 9.2, is amended to add the words", charges, or fees" after the word"taxes";- 13 EEI Master Agreement Cover Sheet SCE version 03.22.2018 the first line thereof ARTICLE TEN: MISCELLANEOUS. Amend Article Ten as follows: Section 10.2(vi) is amended to add the phrase "(for purposes of this Section 10.2(vi), Party B shall be deemed to have no Affiliates)"after the word"Affiliates". Section 10.2(x)is amended to read as follows: "(x) it is an `eligible commercial entity' within the meaning of the Commodity Exchange Act, as otherwise amended,updated or modified from time to time;" Section 10.2(xi) is amended to read as follows: "(xi) it is an `eligible contract participant' within the meaning of the Commodity Exchange Act, as otherwise amended, updated or modified from time to time; and" Section 10.2(xii) is amended to read as follows: "(xii) each Transaction that is not executed or traded on a `trading facility', as defined in the Commodity Exchange Act, as otherwise amended, updated or modified from time to time, is subject to individual negotiation by the Parties." Section 10.4 is amended by adding the following sentence at the end thereof: "Neither Party shall be liable with respect to any Claim to the extent that such Claim resulted from the negligence, willful misconduct, or bad faith of the indemnified Party." Section 10.5 is amended as follows: (a) add the following phrase to the end of clause (i) immediately after the word "arrangements" the phrase "to any person or entity whose creditworthiness is equal to or higher than that of such Party"; (b) in clause (ii) replace the words "affiliate" and "affiliate's" with, respectively "Affiliate" and "Affiliate's"; and (c) in clause (iii) immediately after the words "substantially all of the assets" insert the words"of such Parry and". Section 10.6 is amended to read as follows: "10.6 Governing Law,Venue; Dispute Resolution. (a) Governing Law and Venue: THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Parties hereby consent to conduct all dispute resolution, judicial actions or proceedings arising directly, indirectly or otherwise in conjunction with, out of, related to, or arising from this Agreement in Los Angeles County, California. (b) Dispute Resolution: (i) Mediation. The Parties agree that any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to t1226 14 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Agreement, or to either Party's performance or failure of performance under this Agreement, which disputes, claims, or controversies the Parties have been unable to resolve by informal methods after undertaking a good faith effort to do so, shall first be submitted to Judicial Arbitration and Mediation Services, Inc. (`JAMS'), its successor, or any other mutually agreeable neutral (the `Mediator') for mediation, and if the matter is not resolved through mediation, then it shall be submitted as provided below for final and binding arbitration. The Parties agree that there will be no interlocutory appellate relief(such as writs) available. Any dispute resolution process pursuant to this Section 10.6(b) shall be commenced within one (1) year of the date of the occurrence of the facts giving rise to the dispute, without regard to the date such facts are discovered;provided, if the facts giving rise to the dispute were not reasonably capable of being discovered at the time of their occurrence, then such one (1) year period shall commence on the earliest date that such facts were reasonably capable of being discovered, and in no event more than four(4)years after the occurrence of the facts giving rise to the dispute. If any dispute resolution process pursuant to this Section 10.06(b) with respect to a dispute is not commenced within such one (1) year time period, such dispute shall be waived and forever barred, without regard to any other limitations period set forth by law or statute. Either Party may initiate the mediation by providing to the other Party a written request for mediation setting forth the subject of the dispute and the relief requested. The Parties will cooperate with one another in selecting the Mediator from the JAMS' panel of neutrals, or in selecting a mutually acceptable non- JAMS Mediator, and in scheduling the time and place of the mediation. Such selection and scheduling will be completed within forty-five(45)days after a Party provides a written request for mediation. Unless otherwise agreed to by the Parties,the mediation will not be scheduled for a date that is greater than one hundred twenty(120)days after a Party provides a written request for mediation. The Parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs (other than each Party's individual attorneys' fees and costs related to the Party's participation in the mediation,which fees and costs will be borne by such Party). All offers, promises, conduct and statements, whether oral or written, made in connection with or during the mediation by either of the Parties, their agents, representatives, employees, experts and attorneys, and by the Mediator or any of the Mediator's agents, representatives and employees, will not be subject to discovery and will be confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding between or involving the Parties, or either of them, provided, evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 227 15 EEI Master Agreement Cover Sheet SCE version 03.22.2018 (ii) Arbitration. Either Party may initiate binding arbitration with respect to the matters first submitted to mediation by making a written demand for binding arbitration before a single, neutral arbitrator (the `Arbitrator') within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 10.06(b)(i). If a written demand for arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 10.06(b)(i), the dispute resolution process shall be deemed complete and further resolution of such dispute shall be barred, without regard to any other limitations period set forth by law or statute. The Parties will cooperate with one another in promptly selecting the Arbitrator and shall further cooperate in scheduling the arbitration to commence no later than 180 days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Unless otherwise agreed to by the Parties, the individual acting as the Mediator shall be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other panel of neutrals from which the Parties have agreed to select the Mediator. Upon a Party's written demand for binding arbitration, such dispute, claim or controversy submitted to arbitration, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California,without regards to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. Absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq and California procedural law (including the Code of Civil Procedure, Civil Code, Evidence Code and Rules of Court,but excluding local rules). Notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement,the place of the arbitration shall be in Los Angeles County,California. Also, notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, discovery will be limited as follows: (1) Before discovery commences, the Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (2) The initial disclosure will occur within thirty (30) days after t'-- initial conference with the Arbitrator or at such time as t 228 16 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Arbitrator may order; (3) Discovery may commence at any time after the Parties' initial disclosure; (4) The Parties will not be permitted to propound any interrogatories or requests for admissions; (5) Discovery will be limited to twenty-five (25) document requests (with no subparts), three (3) lay witness depositions, and three (3) expert witness depositions (unless the Arbitrator holds otherwise following a showing by the Party seeking the additional documents or depositions that the documents or depositions are critical for a fair resolution of the Dispute or that a Party has improperly withheld documents); (6) Each Party is allowed a maximum of three (3) expert witnesses, excluding rebuttal experts; (7) Within sixty (60) days after the initial disclosure, or at such other time as the Arbitrator may order,the Parties shall exchange a list of all experts upon which they intend to rely at the arbitration proceeding; (8) Within thirty(30) days after the initial expert disclosure,the Parties may designate a maximum of two(2)rebuttal experts; (9) Unless the Parties agree otherwise, all direct testimony will be in form of affidavits or declarations under penalty of perjury; and (10) Each Parry shall make available for cross examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Subject to Section 7.1, the Arbitrator will have the authority to grant any form of equitable or legal relief a Party might recover in a court action. The Parties acknowledge and agree that irreparable damage would occur if certain provisions of this Agreement are not performed in accordance with the terms of the Agreement, that money damages would not be a sufficient remedy for any breach of these provisions of this Agreement, and that the Parties shall be entitled, without the requirement of posting a bond or other security,to specific performance and injunctive or other equitable relief as a remedy for a breach of Section 10.11 of this Agreement. Judgment on the award may be entered in any court having jurisdiction. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Party's individual attorneys' fees and costs related to the Party's participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, against the Party who did not prevail. Until such award is made,however,the Parties shall share equally in paying the costs of the arbitration. At the conclusion of the arbitration hearing, the Arbitrator shall prepare in writing and provide to each Party a decision setting forth factual findings, legal analysis, and the reasons on which the Arbitrator's decision is based. The Arbitrator shall also have the authority to resolve claims or issues 229 17 EEI Master Agreement Cover Sheet SCE version 03.22.2018 advance of the arbitration hearing that would be appropriate for a California superior court judge to resolve in advance of trial. The Arbitrator shall not have the power to commit errors of law or fact, or to commit any abuse of discretion, that would constitute reversible error had the decision been rendered by a California superior court. The Arbitrator's decision may be vacated or corrected on appeal to a California court of competent jurisdiction for such error. Unless otherwise agreed to by the Parties, all proceedings before the Arbitrator shall be reported and transcribed by a certified court reporter, with each Parry bearing one-half of the court reporter's fees." Section 10.8 is amended to replace in the penultimate sentence thereof the phrase "twelve(12)months"with the phrase"two(2)years". Section 10.10 is amended to read as follows: "10.10 Bankruptcy Issues. The Parties intend that (i)all Transactions constitute a `forward contract' within the meaning of the United States Bankruptcy Code (the `Bankruptcy Code') or a `swap agreement' within the meaning of the Bankruptcy Code; (ii) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute `settlement payments' within the meaning of the Bankruptcy Code; (iii)all transfers of Performance Assurance by one Party to the other Parry under this Agreement constitute `margin payments' within the meaning of the Bankruptcy Code; (iv) this Agreement constitutes a `master netting agreement' within the meaning of the Bankruptcy Code; and (v) each of Party A and Parry B are "forward contract merchants" within the meaning of the Bankruptcy Code. Each Party further agrees that, for purposes of this Agreement, the other Party is not a `utility' as such term is used in 11 U.S.C. Section 366, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. Section 366 or another provision of 11 U.S.C. Section 101-1532." Section 10.11 is amended to read as follows: "10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of this Agreement to a third party(other than the Party's or the Party's Affiliates' officers, directors, employees, lenders, counsel, accountants, advisors, or rating agencies who have a need to know such information and have agreed to keep such terms strictly confidential and to take reasonable precautions to protect against disclosure of such terms) except (i) in order to comply with any applicable law, order, regulation, ruling, summons, subpoena, exchange rule, or accounting disclosure rule or standard, or to make any showing required by any applicable governmental authority; (ii)to the extent necessary for the enforcement of this Agreement or to implement any Transaction; (iii) as may be obtained from a non-confidential source that disclosed such information in a manner that did not violate its obligations to the non-disclosing Party or its Guarantor in making such disclosure; (iv) to the extent such disclosure to a third party is for the sole purpose of calculating a published index, so long as such third party(1)has agreed prior to the disclosure to protect the specific information disclosed from public disclosure and (2) is - party engaged in the business of collecting such information for the purpose 230 18 EEI Master Agreement Cover Sheet SCE version 03.22.2018 establishing, creating, or formulating a published index; (v) to the extent such information is or becomes generally available to the public prior to such disclosure by a Party; (vi) when required to be released in connection with any regulatory proceeding (provided that the releasing Party makes reasonable efforts to obtain confidential treatment of the information being released); or (vii) with respect to Party B, as may be furnished to its duly authorized regulatory and governmental agencies or entities, including without limitation the California Public Utilities Commission (the "CPUC") and all divisions thereof, and to Party B's Procurement Review Group (the "PRG"), a group of participants including members of the CPUC and other governmental agencies and consumer groups established by the CPUC in D.02-08-071 and D.03-06- 071; provided, Party B shall have no liability to Party A in the event of any unauthorized use or disclosure by such entities. The existence of this Agreement is not subject to this confidentiality obligation; provided that neither Party shall make any public announcement relating to this Agreement unless required pursuant to subsection (i) or(vi) of the foregoing sentence of this Section 10.11. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. With respect to information provided in connection with a Transaction,this obligation shall survive for a period of three (3) years following the expiration or termination of such Transaction. With respect to information provided under this Agreement, this obligation shall survive for a period of three (3) years following the expiration or termination of this Agreement. For the purposes of this Section 10.11, Party A shall be deemed to have no `Affiliates' and `Affiliate' for Party B shall mean Edison International." New Sections 10.12, 10.13, 10.14, 10.15, 10.16, and 10.17 shall be added as follows: "10.12 No AgencX. Except as otherwise provided explicitly herein, in performing their respective obligations under this Agreement, neither Party is acting, or is authorized to act, as the other Party's agent." 10.13 Mobile Sierra Doctrine. (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification,term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall be the `public interest' standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956), Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956), and clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. I of Snohomish, 554 U.S. 527 (2008), and NRG Power Marketing LLC v. Maine Public Utility Commission, 558 U.S. 527 (2010) (the `Mobile Sierra' doctrine). (b) Notwithstanding any provision of Agreement, and absent the prior written agreement of the Parties, each Party, to the fullest extent permitted by applicable laws, for itself and its respective successors and assigns, hereby also expressly and irrevocably waives any rights it can or may have,now or in the future,whether under Sections 205,206,or 306 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means,directly or indirectly(through complaint, investigation, supporting a third parry seeking to obtain or otherwise), and each hereby covenar 231 19 EEI Master Agreement Cover Sheet SCE version 03.22.2018 and agrees not at any time to seek to so obtain, an order from FERC changing any Section of this Agreement specifying any rate or other material economic terms and conditions agreed to by the Parties." "10.14 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission, Portable Document Format (i.e., PDF) or by other electronic means constitutes effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes." "10.15 Independent Contractors. The Parties are independent contractors. Nothing contained herein shall be deemed to create an association, joint venture, or partnership relationship between the Parties or to impose any partnership obligations or liability on either Party in any way." "10.16 Severability. If any term, section, provision or other part of this Agreement, or the application of any term, section, provision or other part of this Agreement, is held to be invalid, illegal or void by a court or regulatory agency of proper jurisdiction, all other terms, sections, provisions or other parts of this Agreement shall not be affected thereby but shall remain in force and effect unless a court or regulatory agency holds that the provisions are not separable from all other provisions of this Agreement." 10.17 Rules of Construction. (a) The word"or"when used in this Agreement includes the meaning "and/or"unless the context unambiguously dictates otherwise. (b) Where days are not specifically designated as Business Days,they will be considered as calendar days. (c) All references to time shall be in PPT unless stated otherwise." SCHEDULE M: GOVERNMENTAL ENTITY. Amend Schedule M as follows: The definition of"Governmental Entity or Public Power System" is deleted and all references thereto in the Agreement shall be replaced with the phrase"Party A". The definition of"Act"is deleted and replaced with the following: "Act" means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.). SCHEDULE P: PRODUCTS AND DEFINITIONS. Amend Schedule P as follows: The following definitions are added: " `CAISO Energy' means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff)that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO (as amended from time to time, the `Tariff) for which the only excuse for failure 232 20 EEI Master Agreement Cover Sheet SCE version 03.22.2018 deliver or receive is an Uncontrollable Force (as defined in the Tariff)." The following products are added: "Other Products and Service Levels. If the Parties agree to a service level or product defined by a different agreement, set of rules, tariff, or protocol (herein, the `agreement') (i.e., the WSPP Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level or product defined by such other agreement means that the service level or product for that Transaction is subject to the applicable regional independent system operator and/or utility reliability requirements and guidelines as well as the permitted excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to performance under such other agreement, to the extent inconsistent with the terms of this Agreement, provided, however, that all other terms and conditions of this Agreement shall and do remain applicable including, without limitation, Section 2.2; and provided, further that with respect to any Transaction for a product or service level defined by such other agreement, the methodology for calculating the payments for failure to deliver or receive shall be in accordance with Sections 4.1 and 4.2 of the Master Agreement; provided, further that the `Accelerated Payment of Damages' addressed in Article Four and agreed to in the Cover Sheet of the Master Agreement shall continue to apply." "Into (the `Receiving Transmission Provider'), Seller's Daily Choice" is deleted in its entirety. [Remainder of Page Intentionally Left Blank] 233 21 EEI Master Agreement Cover Sheet SCE version 03.22.2018 IN WITNESS WHEREOF,the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party A: CITY OF VERNON Party B: SOUTHERN CALIFORNIA EDISON COMPANY By: By: Name: Kelly Nguyen Name: Title: General Manager Title: DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute ("EEI") and National Energy Marketers Association ("NEM") member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting there from. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. 234 EEI Master Agreement Cover Sheet SCE version 03.22.2018 SCHEDULE 1—Form of Letter of Credit IRREVOCABLE NONTRANSFERABLE STANDBY LETTER OF CREDIT Bank Reference Number: Issuance Date: Issuing Bank: [insert bank name and address] Applicant: [insert applicant name and address] Beneficiary: [insert beneficiary name and address] Available Amount: [insert amount and spell out] Expiration Date: [insert date] Ladies and Gentlemen: (the "Bank") hereby establishes this Irrevocable Nontransferable Standby Letter of Credit("Letter of Credit") in favor of[insert Beneficiary name] (the "Beneficiary"), for the account of , a corporation, also known as ID# (the "Applicant"), for the amount stated above (the "Available Amount"), effective immediately. This Letter of Credit shall be of no further force or effect at 5:00 p.m., California time on the expiration date stated above or, if such day is not a Business Day(as hereinafter defined), on the next Business Day(as may be extended pursuant to the terms of this Letter of Credit) (the "Expiration Date"). For the purpose hereof, "Business Day" shall mean any day other than: 1. A Saturday or a Sunday, 2. A day on which banking institutions in the city of Los Angeles, California, are required or authorized by Law to remain closed, or 3. A day on which the payment system of the Federal Reserve System is not operational. It is a condition of this Letter of Credit that the Expiration Date shall be automatically extended without amendment for one (1)year from the Expiration Date hereof or any future Expiration Date unless at least sixty(60) days prior to such Expiration Date, we send notice to you by certified mail or hand delivered courier, at the address stated below, that we elect not to extend this Letter of Credit for any such additional period. Subject to the terms and conditions herein, funds under this Letter of Credit are available to Beneficiary by complying presentation on or before 5:00 p.m. California time, on or before the 235 Expiration Date of the following: 1 EEI Master Agreement Cover Sheet SCE version 03.22.2018 1. A copy of this Letter of Credit and all amendments; 2. A copy of the Drawing Certificate in the form of Attachment"A" attached hereto and which forms an integral part hereof, duly completed and bearing the signature of an authorized representative of the Beneficiary signing as such; and 3. A copy of the Sight Draft in the form of Attachment"B" attached hereto and which forms an integral part hereof, duly completed and bearing the signature of an authorized representative of the Beneficiary. Drawings may also be presented by telecopy("Fax") to fax number [insert number] under telephone pre-advice to [insert number] or alternatively to [insert number]; provided that such Fax presentation is received on or before the Expiration Date on this instrument in accordance with the terms and conditions of this Letter of Credit. It being understood that any such fax presentation shall be considered the sole operative instrument of drawing. In the event of presentation by fax, the original documents should not also be presented. Partial drawing of funds shall be permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance; provided, the Available Amount shall be reduced by the amount of each such drawing. This Letter of Credit is not transferable or assignable. Any purported transfer or assignment shall be void and of no force or effect. All correspondence and any drawings (other than those made by facsimile) hereunder are to be directed to [Bank address/contact]. All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [insert Beneficiary name and address]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect. Banking charges shall be the sole responsibility of the Applicant. This Letter of Credit sets forth in full our obligations and such obligations shall not in any way be modified, amended, amplified or limited by reference to any documents, instruments or agreements referred to herein, except only the attachment referred to herein; and any such reference shall not be deemed to incorporate by reference any document, instrument or agreement except for such attachment. Except in the case of an increase in the Available Amount or extension of the Expiration Date, this Letter of Credit may not be amended or modified without the Beneficiary's prior written consent. The Bank engages with the Beneficiary that Beneficiary's drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to the Bank on or before the Expiration Date. 236 2 EEI Master Agreement Cover Sheet SCE version 03.22.2018 Except so far as otherwise stated, this Letter of Credit is subject to the International Standby Practices ISP98 (also known as ICC Publication No. 590), or revision currently in effect(the "ISP"). As to matters not covered by the ISP, the laws of the State of California, without regard to the principles of conflicts of laws thereunder, shall govern all matters with respect to this Letter of Credit. AUTHORIZED SIGNATURE for Bank By Name: [print name] Title: [print title] 237 3 EEI Master Agreement Cover Sheet SCE version 03.22.2018 ATTACHMENT A Drawing Certificate TO [ISSUING BANK NAME &ADDRESS] IRREVOCABLE NONTRANSFERABLE STANDBY LETTER OF CREDIT REFERENCE NUMBER: DATE: [insert Beneficiary name] (the "Beneficiary"), demands[Issuing Bank Name] (the "Bank") payment to the order of the Beneficiary the amount of U.S. $ ( U.S. Dollars), drawn under the Letter of Credit referenced above (the "Letter of Credit"), for the following reason(s) [check applicable provision]: [ ] A. An Event of Default (as defined in the Edison Electric Institute Master Power Purchase & Sale Agreement Version 2.1 (modified on 4/25/00)between[insert Counterparty name] or its successor(the "Counterparty") and Beneficiary, dated as of[Date of Execution], as may be amended from time to time, (the "EEI Agreement"), with respect to the Counterparty has occurred and is continuing. [ ] B. The Letter of Credit will expire in fewer than twenty(20)Business Days (as defined in the EEI Agreement) from the date hereof, and the Counterparty or its successor has not provided Beneficiary alternative Performance Assurance (as defined in the EEI Agreement) acceptable to Beneficiary. Unless otherwise provided herein, capitalized terms which are used and not defined herein shall have the meaning given each such term in the Letter of Credit. Authorized Signature for Beneficiary: [insert Beneficiary name] By: Name: [print name] Title: [print title] 238 4 EEI Master Agreement Cover Sheet SCE version 03.22.2018 ATTACHMENT B SIGHT DRAFT [Insert Date] TO: [ISSUING BANK NAME &ADDRESS] PAY AT SIGHT TO THE ORDER OF [INSERT BENEFICIARY NAME] (THE`BENEFICIARY")THE AMOUNT OF USD [INSERT AMOUNT]DRAWN UNDER[ISSUING BANK NAME]IRREVOCABLE NONTRANSFERABLE STANDBY LETTER OF CREDIT NUMBER[INSERT NUMBER] ISSUED ON [INSERT DATE]. FUNDS PAID PURSUANT TO THE PROVISIONS OF THE LETTER OF CREDIT SHALL BE WIRE TRANSFERRED TO THE BENEFICIARY IN ACCORDANCE WITH THE FOLLOWING INSTRUCTIONS: [INSERT WIRING INSTRUCTION] AUTHORIZED SIGNATURE [INSERT BENEFICIARY NAME] NAME: [PRINT NAME] TITLE: [PRINT TITLE] 239 5 EDISON ELECTRIC INSTITUTE Collateral Version 1 .0 2/21 /02 02002 by the Edison Electric Institute ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS. AUTOMATIC LICENSE—PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. WHEN USED AS A REFERENCE, ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. 240 Collateral Annex: Version 1.0,2/21/02 2 COLLATERAL ANNEX This Collateral Annex, together with the Paragraph 10 Elections, (the "Collateral Annex") supplements, forms a part of, and is subject to, the EEI Master Power Purchase and Sale Agreement, dated including the Cover Sheet and any other annexes thereto between ("Party A") and ("Party B"). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given such terms in the Agreement. The obligations of each Party under the Agreement shall be secured in accordance with the provisions of this Collateral Annex, which, except as provided below, sets forth the exclusive conditions under which a Party will be required to Transfer Performance Assurance in the form of Cash, a Letter of Credit or other property as agreed to by the Parties, as well as the exclusive conditions under which a Party will release such Performance Assurance. This Collateral Annex supercedes and replaces in its entirety Sections 8.1(c), 8.2(c) and 8.3 of the Agreement and the defined terms used therein to the extent that such terms are otherwise defined and used in this Collateral Annex. In addition, to the extent that the Parties have specified on the Cover Sheet that Sections 8.1(b), 8.1(d), 8.2(b) or 8.2(d) of the Agreement are applicable, then the definition of Performance Assurance as used in this Collateral Annex shall apply and Paragraphs 2, 6, 7 and 9 of this Collateral Annex shall apply to any such Performance Assurance posted under such provisions, it being understood that nothing contained in this Collateral Annex shall change any election that the Parties have specified on the Cover Sheet with respect to Sections 8.1(b), 8.1(d), 8.2(b) or 8.2(d) of the Agreement, which provisions require a Party to Transfer Performance Assurance under certain circumstances not contemplated by this Collateral Annex. Paragraph 1. Definitions. For purposes of this Collateral Annex, the following terms have the respective definitions set forth below: "Calculation Date" means any Local Business Day on which a Party chooses or is requested by the other Party to make the determinations referred to in Paragraphs 3, 4, 5 or 8 of this Collateral Annex. "Cash" means U.S. dollars held by or on behalf of a Party as Performance Assurance hereunder. "Collateral Account" shall have the meaning attributed to it in Paragraph 6(a)(ii)(B). "Paragraph 10 Cover Sheet" means the Cover Sheet attached to this Collateral Annex setting forth certain elections governing this Collateral Annex. 241 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 3 "Collateral Requirement" shall have the meaning attributed to it in Paragraph 3(b). "Collateral Threshold" means, with respect to a Party, the collateral threshold, if any, set forth in the Paragraph 10 Cover Sheet for a Party. "Collateral Value" means (a) with respect to Cash, the face amount thereof; (b) with respect to Letters of Credit, the Valuation Percentage multiplied by the stated amount then available under the Letter of Credit to be unconditionally drawn by the beneficiary thereof, and (c) with respect to other forms of Performance Assurance, the Valuation Percentage multiplied by the fair market value on any Calculation Date of each item of Performance Assurance on deposit with, or held by or for the benefit of, a Party pursuant to this Collateral Annex as determined by such Party in a commercially reasonable manner. "Credit Rating" means with respect to any entity, on any date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Moody's or other specified rating agency or agencies or if such entity does not have a rating for its unsecured, senior long-term debt or deposit obligations, then the rating assigned to such entity as its "corporate credit rating"by S&P. "Credit Rating Event" shall have the meaning attributed to it in Paragraph 6(a)(iii). "Current Mark-to-Market Value" of an outstanding Transaction, on any Calculation Date, means the amount, as calculated in good faith and in a commercially reasonable manner, which a Party to the Agreement would pay to (a negative Current Mark-to-Market Value) or receive from (a positive Current Mark-to-Market Value) the other Party as the Settlement Amount (calculated at the mid-point between the bid price and the offer price) for such Transaction. "Custodian" shall have the meaning attributed to it in Paragraph 6(a)(i). "Downgraded Party" shall have the meaning attributed to it in Paragraph 6(a)(i). "Eligible Collateral" means, with respect to a Party, the Performance Assurance specified for such Party on the Paragraph 10 Cover Sheet. "Exposure" of one Party ("Party X") to the other Party ("Party Y") for each Transaction means (without duplication) as of any Calculation Date the sum of the following: (a) the aggregate of all amounts in respect of such Transaction that are owed or otherwise accrued and payable (regardless of whether such amounts have been or could be invoiced) to Party X and that remain unpaid as of such Calculation Date minus the aggregate of all amounts in respect of such Transaction that are owed or otherwise accrued and payable (regardless of whether such amounts have been or 242 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 4 could be invoiced) to Party Y and that remain unpaid as of such Calculation Date; plus (b) the Current Mark-to-Market Value of such Transaction to Party X. "Exposure Amount" shall have the meaning set forth in Paragraph 3(a). "Independent Amount" means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party (which amount, if designated, shall either be a Fixed Independent Amount, a Full Floating Independent Amount or a Partial Floating Independent Amount, in each case, as designated on the Paragraph 10 Cover Sheet), or if no amount is specified, zero, or with respect to either Party, an additional or reduced amount agreed to as such for that Party in respect of a Transaction. "Interest Amount" means with respect to a Party and an Interest Period, the sum of the daily interest amounts for all days in such Interest Period; each daily interest amount to be determined by such Party as follows: (a) the amount of Cash held by such Party on that day; multiplied by (b) the Interest Rate for that day, divided by(c) 360. "Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred by a Party (or if no Interest Amount has yet been Transferred by such Party, the Local Business Day on which Cash was Transferred to such Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred. "Interest Rate" means, in respect of a Parry holding Cash, the rate specified for such Party in the Paragraph 10 Cover Sheet. "Letter of Credit" means an irrevocable, transferable, standby letter of credit, issued by a major U.S. commercial bank or the U.S. branch office of a foreign bank with, in either case, a Credit Rating of at least (a) "A-" by S&P and "AY by Moody's, if such entity is rated by both S&P and Moody's or (b) "A-" by S&P or "AY by Moody's, if such entity is rated by either S&P or Moody's but not both, substantially in the form set forth in Schedule 1 attached hereto, with such changes to the terms in that form as the issuing bank may require and as may be acceptable to the beneficiary thereof. "Letter of Credit Default" means with respect to a Letter of Credit, the occurrence of any of the following events: (a) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of at least (i) "A-" by S&P or "AY by Moody's, if such issuer is rated by both S&P and Moody's, (ii) "A-"by S&P, if such issuer is rated only by S&P, or (iii) "AY by Moody's, if such issuer is rated only by Moody's; (b) the issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit; (c) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (d) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of the Agreement, in any such case without replacement; or (e) the issuer of such Letter of Credit shall become Bankrupt; provided, however, that no Letter 243 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 5 of Credit Default shall occur or be continuing in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to a Party in accordance with the terms of this Collateral Annex. "Local Business Day" means, a day on which commercial banks are open for business (a) in relation to any payment, in the place where the relevant account is located and (b) in relation to any notice or other communication, in the city specified in the address for notice provided by the recipient. "Minimum Transfer Amount" means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party. "Net Exposure" shall have the meaning attributed to it in Paragraph 3(a). "Notification Time" means 11:00, New York time, on any Calculation Date or any different time specified in the Paragraph 10 Cover Sheet. "Obligations" shall have the meaning attributed to it in Paragraph 2. "Performance Assurance" means all Eligible Collateral, all other property acceptable to the Party to which it is Transferred, and all proceeds thereof, that has been Transferred to or received by a Party hereunder and not subsequently Transferred to the other Party pursuant to Paragraph 5 or otherwise received by the other Party. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(a)(iv) and any Cash received and held by a Party after drawing on any Letter of Credit will constitute Performance Assurance in the form of Cash, until all or any portion of such Cash is applied against Obligations owing to such Party pursuant to the provisions of this Collateral Annex. Any guaranty agreement executed by a Guarantor of a Party shall not constitute Performance Assurance hereunder. "Pledging Party" shall have the meaning attributed to it in Paragraph 3(b). "Qualified Institution" means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, with (i) a Credit Rating of at least (a) "A-" by S&P and "A3" by Moody's, if such entity is rated by both S&P and Moody's or (b) "A-" by S&P or "A3" by Moody's, if such entity is rated by either S&P or Moody's but not both, and (ii) having a capital and surplus of at least $1,000,000,000. "Reference Market-maker"means a leading dealer in the relevant market selected by a Party determining its Exposure in good faith from among dealers of the highest credit standing which satisfy all the criteria that such Party applies generally at the time in deciding whether to offer or to make an extension of credit. "Rounding Amount" means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party. 244 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 6 "Secured Party" shall have the meaning attributed to it in Paragraph 3(b). "Transfer" means, with respect to any Performance Assurance or Interest Amount, and in accordance with the instructions of the Party entitled thereto: (a) in the case of Cash,payment or transfer by wire transfer into one or more bank accounts specified by the recipient; (b) in the case of Letters of Credit, delivery of the Letter of Credit or an amendment thereto to the recipient; and (c) in the case of any other type of Performance Assurance, delivery thereof as specified by the recipient. "Valuation Percentage" means, with respect to any Performance Assurance designated as Eligible Collateral on the Paragraph 10 Cover Sheet, the Valuation Percentage specified for such Performance Assurance on the Paragraph 10 Cover Sheet. Paragraph 2. Encumbrance; Grant of Security Interest. As security for the prompt and complete payment of all amounts due or that may now or hereafter become due from a Party to the other Party and the performance by a Party of all covenants and obligations to be performed by it pursuant to this Collateral Annex, the Agreement, all outstanding Transactions and any other documents, instruments or agreements executed in connection therewith (collectively, the "Obligations"), each Party hereby pledges, assigns, conveys and transfers to the other Party, and hereby grants to the other Party a present and continuing security interest in and to, and a general first lien upon and right of set off against, all Performance Assurance which has been or may in the future be Transferred to, or received by, the other Party and/or its Custodian, and all dividends, interest, and other proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the foregoing and each Party agrees to take such action as the other Party reasonably requests in order to perfect the other Parry's continuing security interest in, and lien on(and right of setoff against), such Performance Assurance. Paragraph 3. Calculations of Collateral Requirement. (a) On any Calculation Date, the "Exposure Amount" for each Party shall be calculated for all Transactions for which there are any Obligations remaining unpaid or unperformed, by calculating each Parry's Exposure to the other Party in respect of each such Transaction and determining the net aggregate sum of all Exposures for all Transactions for each Party. The Party having the greater Exposure Amount at any time (the "Secured Party") shall be deemed to have a "Net Exposure" to the other Party equal to the Secured Party's Exposure Amount. (b) The "Collateral Requirement" for a Party (the "Pledging Party") means the Secured Party's Net Exposure minus the sum o£ 245 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 7 (1)the Pledging Party's Collateral Threshold; plus (2) the amount of Cash previously Transferred to the Secured Party, the amount of Cash held by the Secured Party as Performance Assurance as a result of drawing under any Letter of Credit, and any Interest Amount that has not yet been Transferred to the Pledging Party; plus (3)the Collateral Value of each Letter of Credit and any other form of Performance Assurance (other than Cash) maintained by the Pledging Party for the benefit of the Secured Party; provided, however, that, the Collateral Requirement of a Party will be deemed to be zero (0) whenever the calculation of such Party's Collateral Requirement yields a number less than zero (0). Paragraph 4. Delivery of Performance Assurance. On any Calculation Date on which (a) no Event of Default or Potential Event of Default has occurred and is continuing with respect to the Secured Party, (b) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party for which there exist any unsatisfied payment Obligations, and (c) the Pledging Party's Collateral Requirement equals or exceeds its Minimum Transfer Amount,then the Secured Party may demand that the Pledging Party Transfer to the Secured Party, and the Pledging Party shall, after receiving such notice from the Secured Party, Transfer, or cause to be Transferred to the Secured Party, Performance Assurance for the benefit of the Secured Party, having a Collateral Value at least equal to the Pledging Party's Collateral Requirement. The amount of Performance Assurance required to be Transferred hereunder shall be rounded up to the nearest integral multiple of the Rounding Amount. Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by the close of business on the next Local Business Day and (ii) Performance Assurance demanded of a Pledging Party after the Notification Time on a Local Business Day shall be provided by the close of business on the second Local Business Day thereafter. Any Letter of Credit or other type of Performance Assurance (other than Cash) shall be Transferred to such address as the Secured Party shall specify and any such demand made by the Secured Party pursuant to this Paragraph 4 shall specify account information for the account to which Performance Assurance in the form of Cash shall be Transferred. Paragraph 5. Reduction and Substitution of Performance Assurance. (a) On any Local Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to Cash), a Pledging Party may request a reduction in the amount of Performance Assurance previously provided by the Pledging Party for the benefit of the Secured Party, provided that, after giving effect to the requested reduction in Performance Assurance, (i) the Pledging Party shall in fact have a Collateral Requirement of zero; (ii) no Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing; and (iii) no Early Termination Date has occurred or been designated as a result of an Event of 246 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 8 Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations. A permitted reduction in Performance Assurance may be effected by the Transfer of Cash to the Pledging Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party. The amount of Performance Assurance required to be reduced hereunder shall be rounded down to the nearest integral multiple of the Rounding Amount. The Pledging Party shall have the right to specify the means of effecting the reduction in Performance Assurance. In all cases, the cost and expense of reducing Performance Assurance (including, but not limited to, the reasonable costs, expenses, and attorneys' fees of the Secured Party) shall be borne by the Pledging Party. Unless otherwise agreed in writing by the Parties, (i) if the Pledging Party's reduction demand is made on or before the Notification Time on a Business Day, then the Secured Party shall have one (1) Local Business Day to effect a permitted reduction in Performance Assurance and (ii) if the Pledging Party's reduction demand is made after the Notification Time on a Local Business Day, then the Secured Party shall have two (2) Local Business Days to effect a permitted reduction in Performance Assurance, in each case, if such reduction is to be effected by the return of Cash to the Pledging Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party, the Secured Party shall promptly take such action as is reasonably necessary to effectuate such reduction. (b) Except when (i) an Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing or(ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations, the Pledging Party may substitute Performance Assurance for other existing Performance Assurance of equal Collateral Value upon one (1) Local Business Day's written notice (provided such notice is made on or before the Notification Time, otherwise the notification period shall be two (2) Local Business Days)to the Secured Party; provided, however, that if such substitute Performance Assurance is of a type not otherwise approved by this Collateral Annex, then the Secured Party must consent to such substitution. Upon the Transfer to the Secured Party and/or its Custodian of the substitute Performance Assurance, the Secured Party and/or its Custodian shall Transfer the relevant replaced Performance Assurance to the Pledging Party within two (2) Local Business Days. Notwithstanding anything herein to the contrary, no such substitution shall be permitted unless (i) the substitute Performance Assurance is Transferred simultaneously or has been Transferred to the Secured Party and/or its Custodian prior to the release of the Performance Assurance to be returned to the Pledging Party and the security interest in, and general first lien upon, such substituted Performance Assurance granted pursuant hereto in favor of the Secured Party shall have been perfected as required by applicable law and shall constitute a first priority perfected security interest therein and general first lien thereon, and(ii) after giving effect to such substitution, the Collateral Value of such substitute Performance Assurance shall equal the greater of the Pledging Party's Collateral Requirement or the Pledging Party's Minimum Transfer Amount. Each substitution of Performance Assurance shall constitute a representation and warranty by the Pledging Party that the substituted Performance Assurance shall be 247 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 9 subject to and governed by the terms and conditions of this Collateral Annex, including without limitation the security interest in, general first lien on and right of offset against, such substituted Performance Assurance granted pursuant hereto in favor of the Secured Party pursuant to Paragraph 2. (c) The Transfer of any Performance Assurance by the Secured Party and/or its Custodian in accordance with this Paragraph 5 shall be deemed a release by the Secured Party of its security interest, general first lien and right of offset granted pursuant to Paragraph 2 hereof only with respect to such returned Performance Assurance. In connection with each Transfer of any Performance Assurance pursuant to this Paragraph 5, the Pledging Party will, upon request of the Secured Party, execute a receipt showing the Performance Assurance Transferred to it. Paragraph 6. Administration of Performance Assurance. (a) Cash. Performance Assurance provided in the form of Cash to a Party that is the Secured Party shall be subject to the following provisions. (i) If such Party is entitled to hold Cash, then it will be entitled to hold Cash or to appoint an agent which is a Qualified Institution (a "Custodian") to hold Cash for it provided that the conditions for holding Cash that are set forth on the Paragraph 10 Cover Sheet for such Party are satisfied. If such Party is not entitled to hold Cash, then the provisions of Paragraph 6(a)(ii) shall not apply with respect to such Party and Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B). Upon notice by the Secured Party to the Pledging Party of the appointment of a Custodian, the Pledging Party's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Cash by a Custodian will be deemed to be the holding of Cash by the Secured Party for which the Custodian is acting. If the Secured Party or its Custodian fails to satisfy any conditions for holding Cash as set forth above or in the Paragraph 10 Cover Sheet or if the Secured Party is not entitled to hold Cash at any time, then the Secured Party will Transfer, or cause its Custodian to Transfer, the Cash to a Qualified Institution and the Cash shall be maintained in accordance with Paragraph 6(a)(ii)(B), with the Party not eligible to hold Cash being considered the "Downgraded Party" (as defined below). Except as set forth in Paragraph 6(c), the Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions. (ii) Use of Cash. Notwithstanding the provisions of applicable law, if no Event of Default has occurred and is continuing with respect to the Secured Party and no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party for which there exist any unsatisfied payment Obligations, then the Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder, free from any claim or right of any nature whatsoever of the Pledging Party, including any equity or right of redemption by the Pledging Party; provided, however, that if a Party or its Custodian is not eligible to hold Cash pursuant to 248 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 10 Paragraph 6(a) (such Party shall be the "Downgraded Party" and the event that caused it or its Custodian to be ineligible to hold Cash shall be a "Credit Rating")then: (A) the provisions of this Paragraph 6(a)(ii)will not apply with respect to the Downgraded Party; and (B) the Downgraded Party shall be required to Transfer (or cause to be Transferred) not later than the close of business on the next Local Business Day following such Credit Rating Event all Cash in its possession or held on its behalf to a Qualified Institution approved by the non-Downgraded Party (which approval shall not be unreasonably withheld), to a segregated, safekeeping or custody account (the "Collateral Account") within such Qualified Institution with the title of the account indicating that the property contained therein is being held as Cash for the Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Cash in the Collateral Account, and shall hold such Cash in accordance with the terms of this Collateral Annex and for the security interest of the Downgraded Party and execute such account control agreements as are necessary or applicable to perfect the security interest of the Non-Downgraded Party therein pursuant to Section 9-314 of the Uniform Commercial Code or otherwise, and subject to such security interest, for the ownership and benefit of the non-Downgraded Party. The Qualified Institution holding the Cash will invest and reinvest or procure the investment and reinvestment of the Cash in accordance with the written instructions of the Pledging Party, subject to the approval of such instructions by the Downgraded Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing. The Downgraded Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledging Party's instructions. (iii) Interest Payments on Cash. So long as no Event of Default or Potential Event of Default with respect to the Pledging Party has occurred and is continuing, and no Early Termination Date for which any unsatisfied payment Obligations of the Pledging Party exist has occurred or been designated as the result of an Event of Default with respect to the Pledging Party, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer, in the event that the Secured Party or its Custodian is holding Cash, the Secured Party will Transfer (or caused to be Transferred) to the Pledging Party, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by the Secured Party or its Custodian), the Interest Amount. The Pledging Party shall invoice the Secured Party monthly setting forth the calculation of the Interest Amount due, and the Secured Party shall make payment thereof by the later of(A) the third Local Business Day of the first month after the last month to which such invoice relates or (B) the third Local Business Day after the day on which such invoice is received. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to the Pledging Party or an Early Termination Date as a result of an Event of Default with respect to the Pledging Party, the Secured Party or its Custodian shall retain any such Interest Amount as additional Performance Assurance hereunder 249 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 11 until the obligations of the Pledging Party under the Agreement have been satisfied in the case of an Early Termination Date or for so long as such Event of Default is continuing in the case of an Event of Default. (b) Letters of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions. (i) Unless otherwise agreed to in writing by the parties, each Letter of Credit shall be provided in accordance with Paragraph 4, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledging Party shall (A) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, (B) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide either a substitute Letter of Credit or other Eligible Collateral, in each case at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (C) if a bank issuing a Letter of Credit shall fail to honor the Secured Party's properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party either a substitute Letter of Credit that is issued by a bank acceptable to the Secured Party or other Eligible Collateral, in each case within one (1) Local Business Day after such refusal, provided that, as a result of the Pledging Party's failure to perform in accordance with (A), (B), or (C) above, the Pledging Party's Collateral Requirement would be greater than zero. (ii) As one method of providing Performance Assurance, the Pledging Party may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the first Local Business Day after the occurrence thereof(or the fifth (5th) Local Business Day after the occurrence thereof if only clause (a)under the definition of Letter of Credit Default applies). (iv) (A) Upon or at any time after the occurrence and continuation of an Event of Default with respect to the Pledging Party, or (B) if an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates specifying that such Event of Default or Early Termination Date has occurred and is continuing. Cash proceeds received from drawing upon the Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party's obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party's receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for 250 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 12 any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Parry. (v) In all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Secured Party) of establishing, renewing, substituting, canceling, and increasing the amount of a Letter of Credit shall be borne by the Pledging Parry. (c) Care of Performance Assurance. Except as otherwise provided in Paragraph 6(a)(iii) and beyond the exercise of reasonable care in the custody thereof, the Secured Party shall have no duty as to any Performance Assurance in its possession or control or in the possession or control of any Custodian or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Performance Assurance in its possession, and/or in the possession of its agent for safekeeping, if the Performance Assurance is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Performance Assurance, or for any diminution in the value thereof, by reason of the act or omission of any Custodian selected by the Secured Party in good faith except to the extent such loss or damage is the result of such agent's willful misconduct or negligence. Unless held by a Custodian, the Secured Party shall at all times retain possession or control of any Performance Assurance Transferred to it. The holding of Performance Assurance by a Custodian for the benefit of the Secured Party shall be deemed to be the holding and possession of such Performance Assurance by the Secured Party for the purpose of perfecting the security interest in the Performance Assurance. Except as otherwise provided in Paragraph 6(a)(ii), nothing in this Collateral Annex shall be construed as requiring the Secured Party to select a Custodian for the keeping of Performance Assurance for its benefit. Paragraph 7. Exercise of Rights_ Against Performance Assurance. (a) In the event that(i) an Event of Default with respect to the Pledging Party has occurred and is continuing or(ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party, the Secured Party may exercise any one or more of the rights and remedies provided under the Agreement, in this Collateral Annex or as otherwise available under applicable law. Without limiting the foregoing, if at any time (i) an Event of Default with respect to the Pledging Party has occurred and is continuing, or(ii) an Early Termination Date occurs or is deemed to occur as a result of an Event of Default with respect to the Pledging Parry, then the Secured Party may, in its sole discretion, exercise any one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under the Uniform Commercial Code and any other applicable jurisdiction and other applicable laws with respect to the Performance Assurance held by or for the benefit of the Secured Party; 251 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 13 (ii) the right to set off any Performance Assurance held by or for the benefit of the Secured Party against and in satisfaction of any amount payable by the Pledging Party in respect of any of its Obligations; (iii) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (iv) the right to liquidate any Performance Assurance held by or for the benefit of the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required by applicable law, free from any claim or right of any nature whatsoever of the Pledging Party, including any right of equity or redemption by the Pledging Party(with the Secured Party having the right to purchase any or all of the Performance Assurance to be sold) and to apply the proceeds from the liquidation of such Performance Assurance to and in satisfaction of any amount payable by the Pledging Party in respect of any of its Obligations in such order as the Secured Party may elect. (b) The Pledging Party hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as the Pledging Party's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party or in the Secured Party's own name, from time to time in the Secured Party's discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(a). (c) Secured Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Pledging Party shall in all events remain liable to the Secured Party for any amount payable by the Pledging Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party, then: (1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; (2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (y)to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party as required in(1) above, setoff amounts payable to the Secured Party against 252 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 14 the Performance Assurance (other than Letters of Credit)held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party,up to the value of any remaining Performance Assurance held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party; and(z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and (3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit. Paragraph 8. Disputed Calculations (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made by the Secured Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party's Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Secured Party's Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to- Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall thereupon be provided, returned, or reduced, if necessary, on the next Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made by the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party's Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in 253 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 15 order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand is made by the Pledging Party, then the Secured Party's Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market- Maker within two (2) Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall thereupon be provided, returned, or reduced, if necessary, on the next Local Business Day in accordance with the results of such recalculation. Paragraph 9. Covenants; Representations and Warranties; Miscellaneous. (a) The Pledging Party will execute and deliver to the Secured Party (and to the extent permitted by applicable law, the Pledging Party hereby authorizes the Secured Party to execute and deliver, in the name of the Pledging Party or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this Collateral Annex, including any action the Secured Party may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Pledging Party shall pay all costs relating to its Transfer of Performance Assurance and the maintenance and perfection of the security interest therein. (b) On each day on which Performance Assurance is held by the Secured Party and/or its Custodian under the Agreement and this Collateral Annex, the Pledging Party hereby represents and warrants that: (i) the Pledging Party has good title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of this Collateral Annex, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Performance Assurance, other than the security interests and liens created under the Agreement and this Collateral Annex; (ii) upon the Transfer of Performance Assurance by the Pledging Party to the Secured Party and/or its Custodian, the Secured Party shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and 254 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 16 (iii) it is not and will not become a party to or otherwise be bound by any agreement, other than the Agreement and this Collateral Annex, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto. (c) This Collateral Annex has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation or other entity shall acquire or have any right under or by virtue of this Collateral Annex. (d) The Pledging Party shall pay on request and indemnify the Secured Party against any taxes (including without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of offset granted under this Collateral Annex or the execution, delivery, performance or enforcement of the Agreement and this Collateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). The Parties each agree to pay the other Party for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by the other in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement and this Collateral Annex. (e) No failure or delay by either Party hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof. (f) The headings in this Collateral Annex are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof. 255 ©2002 bythe Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 17 SCHEDULE 1 to Collateral Annex IRREVOCABLE STANDBY LETTER OF CREDIT FORMAT DATE OF ISSUANCE: [Address] Re: Credit No. We hereby establish our Irrevocable Transferable Standby Letter of Credit in your favor for the account of (the "Account Party"), for the aggregate amount not exceeding United States Dollars ($ ), available to you at sight upon demand at our counters at (Location) on or before the expiration hereof against presentation to us of one or more of the following statements, dated and signed by a representative of the beneficiary: 1. "An Event of Default (as defined in the Master Purchase and Sale Agreement dated as of between beneficiary and Account Party, as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to Account Party under the Master Agreement and no Event of Default has occurred and is continuing with respect to the beneficiary of this Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit"; or 2. "An Early Termination Date (as defined in the Master Purchase and Sale Agreement dated as of between beneficiary and Account Party, as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to Account Party under the Master Agreement and no Event of Default has occurred and is continuing with respect to the beneficiary of this Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit". This Letter of Credit shall expire on The amount which may be drawn by you under this Letter of Credit shall be automatically reduced by the amount of any drawings paid through the Issuing Bank referencing this Letter of Credit No. . Partial drawings are permitted hereunder. We hereby agree with you that documents drawn under and in compliance with the terms of this Letter of Credit shall be duly honored upon presentation as specified. This Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500 (the "UCP"), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 13(b) and 17 of the UCP, in which case the terms of this Letter of Credit shall govern. 256 ©2002 by the Edison Electric Institute Collateral Annex: Version 1.0,2/21/02 18 With respect to Article 13(b) of the UCP, the Issuing Bank shall have a reasonable amount of time, not to exceed three (3)banking days following the date of its receipt of documents from the beneficiary, to examine the documents and determine whether to take up or refuse the documents and to inform the beneficiary accordingly. In the event of an Act of God, riot, civil commotion, insurrection, war or any other cause beyond our control that interrupts our business (collectively, an "Interruption Event") and causes the place for presentation of this Letter of Credit to be closed for business on the last day for presentation, the expiry date of this Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business. This Letter of Credit is transferable, and we hereby consent to such transfer, but otherwise may not be amended, changed or modified without the express written consent of the beneficiary, the Issuing Bank and the Account Party. [BANK SIGNATURE] 257 ©2002 bythe Edison Electric Institute Paragraph 10 to the Collateral Annex SCE v03.22.2018 PARAGRAPH 10 to the COLLATERAL ANNEX to the EEI MASTER POWER PURCHASE AND SALE AGREEMENT Between City of Vernon ("VERNON" or "Party A") and Southern California Edison Company ("SCE" or "Party B") CREDIT ELECTIONS COVER SHEET Paragraph 10. Elections and Variables I. Collateral Threshold. A. Party A Collateral Threshold. ❑ $ (the "Threshold Amount"); provided, however, that the Collateral Threshold for Party A shall be zero upon the occurrence and during the continuance of an Event of Default or a Potential Event of Default with respect to Party A; and provided further that, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand. ❑ (a) The amount (the "Threshold Amount") set forth below under the heading "Party A Collateral Threshold"opposite the Credit Rating for[Party A][Party A's Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party A][its Guarantor] does not have a Credit Rating from the Ratings Agency specified below or an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing;provided,however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand. Party A Collateral Threshold Credit Rating $ (or above) $ Below ❑x The amount("Threshold Amount")which is the lowest of. (1) the amount set forth below under the heading"Party A Collateral Threshold"opposite the lower of the Credit Ratings for Party A or, if applicable, Party A's Guarantor on the relevant date of determination. If Party A or, if applicable, its Guarantor does not 258 1 Paragraph 10 to the Collateral Annex SCE v03.22.2018 have a Credit Rating on the relevant date of determination from at least one of the Ratings Agencies specified below,the Collateral Threshold shall be$0(zero); (2) 80%of the amount of the guaranty agreement,as amended from time to time,provided by Party A's Guarantor, if any,for the benefit of Party B;or (3) $0 (zero)if an Event of Default or a Potential Event of Default with respect to Parry A has occurred and is continuing: Party A Collateral Threshold Moody's S&P Credit Rating Credit Rating $[To be negotiated] Aa3 or above AA-or above $[To be negotiated] Al A+ $[To be negotiated] A2 A $[To be negotiated] A3 A- $[To be negotiated] Baal BBB+ $[To be negotiated] Baa2 BBB $[To be negotiated] Baa3 BBB- $0(zero) Bal or below BB+or below ❑ The amount of the Guaranty Agreement dated from ,as amended from time to time but in no event shall Party A's Collateral Threshold be greater than$ ❑ Other—see attached threshold terms B. Party B Collateral Threshold. ❑ $ (the "Threshold Amount"); provided, however, that the Collateral Threshold for Party B shall be zero upon the occurrence and during the continuance of an Event of Default or a Potential Event of Default with respect to Party B; and provided further that, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand. ❑ (a) The amount (the "Threshold Amount") set forth below under the heading "Party B Collateral Threshold" opposite the Credit Rating for [Party B][Party B's Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party B][its Guarantor] does not have a Credit Rating from the Ratings Agency specified below or an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing; provided, however, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand: 259 2 Paragraph 10 to the Collateral Annex SCE v03.22.2018 Party B Collateral Threshold Credit Rating $ (or above) $ Below ❑x The amount(the"Threshold Amount")which is the lower of: (1) the amount set forth below under the heading "Party B Collateral Threshold" opposite the lower of the Credit Ratings for Party B on the relevant date of determination. If Party B does not have a Credit Rating on the relevant date of determination from at least one of the Ratings Agencies specified below,the Collateral Threshold shall be$0 (zero); (2) $0 (zero) if an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing: ❑ The Party B Moody's S&P amo Collateral Threshold Credit Rating Credit Rating unt of $[To be negotiated] Aa3 or above AA-or above the $[To be negotiated] Al A+ Guar $[To be negotiated] A2 A anty $[To be negotiated] A3 A- Agre $[To be negotiated] Baal BBB+ eme $[To be negotiated] Baa2 BBB nt $[To be negotiated] Baa3 BBB- date $[To be negotiated] Bal BB+ d $0(zero) Ba2 or below BB or below _ from , as amended from time to time but in no event shall Party B's Collateral Threshold be greater than$ ❑ Other—see attached threshold terms II. Eligible Collateral and Valuation Percentage. The following items will qualify as"Eligible Collateral" for the Party specified: PartyA Party B Valuation Percentage (A) Cash [X] [X] 100% (B) Letters of [X] [X] 100% unless either (i) a Letter of Credit Credit Default shall have occurred and be continuing with respect to such Letter of Credit, or (ii) twenty (20) or fewer Business Days remain prior to the expiration of such Letter of Credit, in which cases the Valuation Percentage shall be zero(0%). III. Independent Amount. 260 A. Party A Independent Amount. 3 Paragraph 10 to the Collateral Annex SCE v03.22.2018 ❑ Party A shall have a Fixed Independent Amount of $ If the Fixed Independent Amount option is selected for Party A, then Party A (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party B (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount(the"Fixed IA Performance Assurance"). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party A's Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2,5(b),5(c),6,7 and 9 of the Collateral Annex. ❑x Party A shall have a Full Floating Independent Amount of(i) the amount specified in a Transaction or Confirmation, if any; and(ii) if Party A's Credit Rating is lower than BBB- by S&P or Baa3 by Moody's,the amount equal to ten percent(10%) of the market value of all outstanding Transactions (except those for which an alternative Independent Amount is specified in the Confirmation), adjusted by the netting of the market value of purchases with the market value of sales within the same billing cycles. If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating the Collateral Requirements pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party A shall be added to the Exposure Amount for Party B and subtracted from the Exposure Amount for Party A. Larty A does not have invQtment gram GjUd,*AatingAJJ ❑ Party A shall have a Partial Floating Independent Amount of$ If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Independent Amount(the"Partial Floating IA Performance Assurance") if at any time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party's Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above,the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to,the Collateral Annex. ❑ Not Applicable. B. Party B Independent Amount. ❑ Party B shall have a Fixed Independent Amount of $ If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A(which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount(the"Fixed IA Performance Assurance"). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party B's Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2,5(b),5(c),6,7 and 9 of the Collateral Annex. 261 4 Paragraph 10 to the Collateral Annex SCE v03.22.2018 ❑ Party B shall have a Full Floating Independent Amount of$ If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B's Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex,such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex. ❑ Party B shall have a Partial Floating Independent Amount of$ If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount(the"Partial Floating IA Performance Assurance") if at any time Party B otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party's Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above,the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to,the Collateral Annex. © Not Applicable. IV. Minimum Transfer Amount. A. Party A Minimum Transfer Amount: $1.00 B. Party B Minimum Transfer Amount: $1.00 V. Rounding Amount. A. Party A Rounding Amount: $100,000.00 B. Party B Rounding Amount: $100,000.00 VI. Administration of Cash Collateral. A. Party A Eligibility to Hold Cash. ❑ Party A shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B. ❑x Party A shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not a Defaulting Party; (2) Party A or, if applicable, Party A's Guarantor has a Credit Rating of at least BBB- from S&P or Baa3 from Moody's; provided, if Party A, or, if applicable, Party A's Guarantor has a Credit Rating of BBB- by S&P or Baa3 by Moody's, such entity, in each case, has a "Stable" outlook or above; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as selected below: Party A Interest Rate. 262 5 Paragraph 10 to the Collateral Annex SCE v03.22.2018 ❑x Federal Funds Effective Rate — for any given month, the average of the annual interest rates reported for all weekdays in the month opposite the caption"Federal funds(effective)" as set forth in the H.15 release,or any successor publication, published by the Board of Governors of the Federal Reserve System. ❑ Other- To the extent that Party A is not entitled to hold Cash,Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B. B. Party B EliEibility to Hold Cash. ❑ Party B shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A. ❑x Party B shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not a Defaulting Party; (2) Party B has a Credit Rating of at least BBB-from S&P or Baa3 from Moody's;provided,if Party B has a Credit Rating of BBB- by S&P or Baa3 by Moody's, such entity, in each case, has a "Stable" outlook or above; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below: Party B Interest Rate. ❑x Federal Funds Effective Rate — for any given month, the average of the annual interest rates reported for all weekdays in the month opposite the caption"Federal funds(effective)" as set forth in the H.15 release,or any successor publication, published by the Board of Governors of the Federal Reserve System. ❑ Other- To the extent that Party B is not entitled to hold Cash, Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A. VIL Notification Time. 10:00 a.m.Pacific Prevailing Time on a Local Business Day. VIII. General. With respect to the Collateral Threshold, Independent Amount, Minimum Transfer Amount and Rounding Amount, if no selection is made in this Cover Sheet with respect to a Party, then the applicable amount in each case for such Party shall be zero (0). In addition, with respect to the 263 "Administration of Cash Collateral" section of this Paragraph 10, if no selection is made with respect 6 Paragraph 10 to the Collateral Annex SCE v03.22.2018 to a Party, then such Party shall not be entitled to hold Performance Assurance in the form of Cash and such Cash, if any, shall be held in a Qualified Institution pursuant to Paragraph 6(a)(ii)(B) of the Collateral Annex. If a Party is eligible to hold Cash pursuant to a selection in this Paragraph 10 but no Interest Rate is selected, then the Interest Rate for such Party shall be the Federal Funds Effective Rate as defined in Section VI of this Paragraph 10. IX. Other Changes. The following changes to the Collateral Annex shall be applicable. A. Introduction. The first paragraph of the introduction is amended to read as follows: "This Collateral Annex,together with the Paragraph 10 Cover Sheet,(the"Collateral Annex") supplements,forms a part of,and is subject to the EEI Master Power Purchase and Sale Agreement dated as of-between-("Party A")and Southern California Edison Company ("Party B"),including the Cover Sheet and any other annexes thereto(as amended and supplemented from time to time,the"Agreement"). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given such terms in the Agreement." B. Paragraph 1. Definitions. Amend Paragraph 1 as follows: i. The definition of"Credit Rating"is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.12 of the Master Agreement as modified in the Cover Sheet. ii. The definition of"Credit Rating Event"is amended by replacing"6(a)(iii)"with"6(a)(ii)". iii. The definition of"Downgraded Party"is amended by replacing"6(a)(i)"with"6(a)(ii)". iv. The definition of"Interest Amount"is deleted in its entirety and replaced as follows: "Interest Amount" means the product of the following three factors: (a) the dollar amount of Cash on which an interest payment is based; (b) Interest Rate; and (c) the number of days in the calculation period divided by 360. v. The definition of"Interest Period"is deleted in its entirety. vi. The definition of"Letter of Credit"is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.27 of the Master Agreement as modified in the Cover Sheet. vii. The definition of"Letter of Credit Default"is amended by replacing the word"or"in the third line with the word"and". viii. The definition of"Local Business Day"is amended by replacing the word"day"with"Business Day". ix. The definition of"Notification Time"is amended by replacing"11:00,New York"with"10:00 a.m.Pacific Prevailing." x. The definition of"Performance Assurance"is amended by replacing"6(a)(iv)"with"6(a)(iii)". xi. The definition of"Qualified Institution"is amended to read as follows: ""Qualified Institution"means either(A)a commercial bank or financial institution (that is not an Affiliate or a Guarantor of any party to this Agreement)organized under the laws of the United States or a political subdivision thereof or(B)a U.S.branch office of a foreign bank,and,with respect to both entities identified in clause(A)and(B),having(i) 264 Credit Ratings of at least"A-"by S&P or"AY'by Moody's,and(ii)shareholder equity 7 Paragraph 10 to the Collateral Annex SCE v03.22.2018 (determined in accordance with generally accepted accounting principles)of at least $1,000,000,000.00(ONE BILLION AND 00/100 DOLLARS)." xii. The definition of"Reference Market-maker"is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.66 of the Master Agreement as modified in the Cover Sheet. xiii. The definition of"Secured Party"is amended by replacing"3(b)"with"3(a)". C. Paragraph 3. Calculations of Collateral Requirement. In Paragraph 3(b)(2), is amended by replacing the comma after"Secured Party"with"and"and by deleting the phrase",and any Interest Amount that has not yet been Transferred to the Pledging Party". D. Paragraph 4. Delivery of Performance Assurance. In Paragraph 4, the penultimate sentence is amended by replacing the words "next Local Business Day" with "third Local Business Day thereafter"in clause(i),and by replacing the word"second"with fourth"in clause(ii). E. Paragraph 5. Reduction and Substitution of Performance Assurance. Amend Paragraph 5 as follows: i. Paragraph 5(a) is amended by deleting the parenthetical "(but no more frequently than weekly with respect to Letters of Credit and daily with respect to Cash)"from the first line. ii. The sixth sentence of Paragraph 5(a)is amended by 1. inserting the word "Local" before "Business Day," and replacing the words "one (1) Local Business Day"with"three(3)Local Business Days"in clause(i)of that sentence. 2. Replacing the words "two (2) Local Business Days" with "four(4) Local Business Days" in clause(ii)of that sentence. F. Paragraph 6. Administration of Performance Assurance.Amend Paragraph 6 as follows: i. Paragraph 6(a)(ii)(A) is amended by inserting "(other than subparagraph (B) below)" after "the provisions of this Paragraph 6(a)(ii)"in the first line thereof. ii. Paragraph 6(a)(ii)(B) is amended by replacing "Non-Downgraded Party" with "Downgraded Party"in the second sentence of this paragraph. iii. Paragraph 6(a)(iii)is deleted in its entirety and replaced as follows: Interest Payments on Cash. So long as no Event of Default or Potential Event of Default with respect to the Pledging Party has occurred and is continuing, and no Early Termination Date for which any unsatisfied payment Obligations of the Pledging Party exist has occurred or been designated as the result of an Event of Default with respect to the Pledging Party, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer,in the event that the Secured Party or its Custodian is holding Cash,the Secured Party will Transfer(or caused to be Transferred)to the Pledging Party, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by the Secured Party or its Custodian), the Interest Amount, concurrently with the return of such Cash to the Pledging Party in accordance with the terms of the Agreement. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to the Pledging Party or an Early Termination Date as a result of an Event of Default with respect to the Pledging Party, the Secured Party or its Custodian shall retain any such Interest Amount as additional Performance Assurance hereunder until the obligations of the Pledging Party under the Agreement have been satisfied in the case of an Early Termination Date or for so 265 long as such Event of Default is continuing in the case of an Event of Default; provided 8 Paragraph 10 to the Collateral Annex SCE v03.22.2018 that, any Interest Amount that is held by the Secured Party as an additional Performance Assurance amount shall not accrue interest in accordance with this paragraph. iv. Paragraph 6(b)(iv) is amended by capitalizing the second instance of the word "cash" in the second sentence. v. Paragraph 6(b)(v) is amended by deleting the parenthetical phrase "(including but not limited to the reasonable costs,expenses,and attorneys' fees of the Secured Party)". G. Paragraph 7. Exercise of Rights Against Performance Assurance. Paragraph 7(b) is amended by deleting it in its entirety and inserting the words"Intentionally Omitted.". H. Paragraph 8. Disputed Calculations.Amend Paragraph 8 as follows: i. Paragraph 8(a)is amended by adding in the third sentence the phrase"and,provided further,that if no quotations can be obtained,then the Secured Party's original calculation shall be used" immediately after the words"then that quotation shall be used"and before the")". ii. Paragraph 8(b)is amended by(1)adding the words"requested by the Pledging Party"between the word"Assurance"and the phrase"to be reduced",and(2)adding in the third sentence the phrase"and,provided further that,if no quotations can be obtained,then the Secured Parry's original calculation shall be used"immediately after the words"then that quotation shall be used" and before the")". I. Paragraph 9. Covenants; Representations and Warranties; Miscellaneous. Section 9(d) is amended by deleting (i) the parenthetical phrase at the end of the first sentence, which reads, "(including, without limitation costs and reasonable fees and disbursements of counsel)" and(ii)the entire second sentence. J. Schedule 1 to Collateral Annex: Schedule 1 to the Collateral Annex is deleted in its entirety. IN WITNESS WHEREOF,the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the Agreement. Party A: CITY OF VERNON Party B: SOUTHERN CALIFORNIA EDISON COMPANY By: By: Name: Kelly Nguyen Name: Colin E. Cushnie Title: General Manager Title: Vice President,Energy Procurement& Management 266 9 City Council Agenda Item Report Agenda Item No. COV-42-2018 Submitted by:Vincent Rodriguez Submitting Department:Public Works Meeting Date:April 17, 2018 SUBJECT Approval of the Contract between the City of Vernon and Petrochem Materials Innovation, LLC (PMI) for the Citywide Slurry Seal, Phase V Project, CS-0804 Recommendation: A. Find that the approval of the proposed Citywide Slurry Seal(Phase V)Project at various locations along Vernon Avenue, District Boulevard, Leonis Boulevard and Alameda Street is categorically exempt under the California. Environmental Quality Act(CEQA)in accordance with CEQA Guidelines Section 15301, Existing Facilities,part(c), existing highways and streets, because the project is merely to repair existing streets and involves negligible or no expansion of use beyond that existing currently, and B. Approve and authorize the City Administrator to execute a contract with Petrochem Materials Innovation, LLC for the Material, Delivery and Application for the Citywide Slurry Seal(Phase V)Project, Contract CS-0804, in substantially the same form as submitted herewith, for an amount of$403,845.83; and C. Authorize a 10%contingency of$40,384.58 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount, if necessary. Backgroud: For the Citywide Slurry Seal Phase V Project(CS-0804), staff proposes to slurry seal the following streets: • Vernon Avenue—Soto Street to Downey Road • District Boulevard—Downey Road to Atlantic Boulevard • Leonis Boulevard—Pacific Boulevard to Downey Road • Alameda Street—27th Street to Slauson Boulevard Shiny seal is a common pavement rehabilitation whereby a thin maintenance treatment is placed on the pavement surface. A Rubberized Emulsion Aggregate Slurry(REAS)product will be used for this project, which will help preserve the aged pavements, fill minor cracks, minimize oxidation/ageing,reduce water infiltration, restore skid resistance and restore overall aesthetic appeal. The work will preserve the pavement another five to seven years. This shiny seal project is proposed to be accomplished through two separate projects. This particular contract is for the purchase, delivery and application of the slurry material(Citywide Slurry Seal(Phase V), Contract CS-0804). The other work for the striping, pavement markings and reflectors shall be accomplished through a purchase order. For the shiny seal contract, the City intends to piggyback onto an existing contract between the City of Los Angeles and Petrochem Materials Innovation, LLC (PMI) from Carlsbad, California. Piggybacking is expressly authorized by 267 Vernon Municipal Code § 2.1712(A)(5) and allows Vernon to use an existing public agency contract as a template to form its own contract directly 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, and, in the opinion of the Finance Director, it is to the advantage of the City to do so. This matter was reviewed by the Finance Director who concurs that it is in the best of interest of the City to pursue a piggyback agreement. As such, this agreement is exempt from competitive bidding pursuant to Section 2.17.12(A)(5), and exempt from competitive selection pursuant to Section 2.17.12(B)(1) of the Vernon Municipal Code. The City of Los Angeles used a competitive bid process to obtain labor and material cost for PMI that are at rates substantially lower than Vernon could obtain if it were to complete the traditional competitive bidding process itself. The City of Vernon will be able to save time and resources by piggybacking onto the City of Los Angeles contract with PMI. The agreement between Los Angeles and PMI includes set costs for material, delivery and application. In addition, all inspection work will be performed by City of Vernon staff The City Attorney's office has reviewed and approved the contract as to form. Fiscal Impact: The total cost of the Citywide Slurry Seal, Phase V Project(Contract CS-0804) is estimated at$403,845.83 for the cost of material purchase, delivery and application. Staff requests authority to purchase up to an additional 10%as a contingency. Therefore, the proposed total not-to-exceed amount of the proposed agreement would be $444,230.41. Funds for the project will come from the Citywide Rubberized Slurry Seal(Phase V)Project budget, which was included in the Fiscal Year 2017-2018 budget. ATTACHMENTS • CS-0804 Agreement- Skm-y Seal.pdf 268 LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND PETROCHEM MATERIALS INNOVATIONS, LLC CONTRACT NO. CS-0804 COVER PAGE Contractor: Petrochem Materials Innovation, LLC Responsible Principal of Contractor: Frank B. Hoffman, CFO Notice Information - Contractor: Petrochem Materials Innovation, LLC 6168 Innovation Way, Carlsbad, CA 92009 Attention: Frank B. Hoffman Phone: (760) 603- 0961 Facsimile: ( 760) 603-0962 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Daniel Wall Director of Public Works Telephone: (323) 583-8811 ext. 305 Facsimile: (323) 826-1435 Commencement Date: Upon Issuing Notice to Proceed Termination Date: July 31, 2018, and in accordance with contractual terms and conditions Consideration: Total not to exceed $444,230.41 (includes all applicable sales tax); and more particularly described in Exhibit C Records Retention Period Three (3) years, pursuant to Section 8.3 269 1 LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND PETROCHEM MATERIALS INNOVATION, LLC CONTRACT NO. CS-0804 This Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation, and Petrochem Materials Innovation, LLC ("PMI"), a Nevada corporation authorized to conduct business in California with headquarters at 6168 Innovation Way, Carlsbad, CA 92009 (" 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 terms and conditions set forth for the Citywide Slurry Seal (REAS) Phase IV project in the Specifications Exhibit A, and the Special Provisions, Exhibit B, which are attached hereto and incorporated by reference. PMI and the City of Los Angeles (hereinafter, "Los Angeles") previously entered into a competitively bid contract, by that certain contract submitted by Los Angeles to PMI dated January 1, 2018 to December 31, 2018, a copy of which is attached hereto and incorporated herein by this reference as Exhibit F that allows PMI to offer to other governmental agencies the same pricing received by Los Angeles, for purchase of the Central Mix, supply of required equipment, and labor related to the application process. 2.0 All work shall be done in a manner satisfactory to the City's Director of Public Works ("Director"), or the Director's designee, in writing, and shall be of highest quality with respect to the materials specifications set forth in the contract specifications. In the event Contractor fails to perform satisfactorily the City shall advise 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, the City shall pay Contractor as follows: The base amount, according to work requested and accepted at the unit prices set forth in the Summary of Estimated Charges, Exhibit C, not to exceed $403,845.83. The grand total amount paid to contractor, including any contingency amount approved, shall not exceed the amount of$444,230.41 without the prior approval of City Council and written amendment of this contract. 5.0 Bonds of a surety shall not be required as part of this contract. 6.0 GENERAL TERMS AND CONDITIONS. 6.1 INDEPENDENT CONTRACTOR. 270 2 6.1.1 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 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. 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 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. 271 3 6.8 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. 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. 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 Manager 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 272 4 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 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. 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 273 5 Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 7.13.1 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. 7.13.2 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 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. B. Blanket Contractual Coverage. C. Products/Completed Operations coverage. 7.13.3 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: 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. 274 6 7.13.4 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. 7.13.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 7.13.6 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. 7.13.7 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 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. If to the City: City of Vernon Attention: Dan Wall Director of Public Works 4305 Santa Fe Ave. Vernon, CA 90058 With a Copy to: Attention: Vince Rodriguez Public Works Project Coordinator If to the Contractor: Frank B. Hoffman, CFO Petrochem Materials Innovation 6168 Innovation Way Carlsbad, CA 92009 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 275 7 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. 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 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. 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. Sec 15) or under the Cartwright Act Chapter 2 (Commencing with Section 16700) or part 2 of Division 7 of the 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 the 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. 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"E". 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. 276 8 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 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 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. 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 contracts. The Current Living Wage Standards are set forth in Exhibit "D". Upon request, certified payroll shall be provided to the City. [Signatures Begin on Next Page]. 277 9 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 Petrochem Materials Innovation, LLC (PMI), a and California municipal corporation Nevada corporation authorized to conduct business in California By: Carlos Fandino, City Administrator By: Name: Title: ATTEST: By: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: Brian Byun, Senior Deputy City Attorney 278 10 EXHIBIT A SPECIFICATIONS 279 EXHIBIT A—SPECIFICATIONS I-1 GENERAL I-1.01 Contractor Must Make Thorough Investigation It is the Contractor's responsibility to examine the location of the proposed work, to fully acquaint itself with the Specifications and the nature of the work to be done. Contactor 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. I-1.02 Ineligibility to Contract If Contractor has been found by the State Labor Commissioner to be in violation of Sections 1777.1 and 1777.7 of the Labor Code Sections entitled "Public Works"Contractor shall be ineligible to be awarded a contract for this project. The period of debarment shall be not less than one year and up to three years as determined pursuant to Section 1777.7 of the Labor Code. The Contractor certifies that it is aware of these provisions and is eligible to bid on this contract. The Contractor shall also be prohibited from performing work on this project with a subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code. The Contractor certifies that it has investigated the eligibility of each and every subcontractor it intends to use on this project and has determined that none is ineligible to perform work pursuant to the above provisions of law. I-1.03 Patent Fees; Patent, Copyright, Trade Secret and Trademark Fees The Contractor cost 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. I-1.04 Taxes Costs shall include all federal, state, local, and other taxes. I-2 SPECIAL CITY REQUIREMENTS I-2.01 Equal Employment Opportunity in Contracting I-2.01.1 Policy The City of Vernon is committed to a policy of Equal Opportunity Contracting. Contractor expressly agrees 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 this contract. I-2.01.2 Compliance To the extent permitted by law, the Contractor expressly agrees to establish compliance with the Equal Employment Opportunity Practices Provisions of federal and state law. I-2.03 Vernon Living Wage Ordinance This contract is subject to the Vernon Living Wage Ordinance. The selected contractor 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 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 280 EXHIBIT A-SPECIFICATIONS 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 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 Contract. Upon the City's request, certified payroll records shall promptly be provided to the City. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to City public works contracts to the same extent as in general law cities. 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. I-3 GENERAL SPECIFICATIONS I-3.01 Quantities The quantities contained in the contract documents are approximate only. The City may, in accordance with the Standard Specifications, order more or less work or material as necessary in the City's sole discretion. Payment will be made for the amount of work or material actually provided as determined by the City and accepted at the unit prices noted in Exhibit C. I-3.02 Registration and Qualifications of Contractors Contractor shall be licensed to the extent required by Business and Professions Code Section 7000 et seq. I-3.03 Standard Specifications For the purpose of this contact and except as otherwise provided below, all work shall be done in accordance with the provisions of the 2012 edition of"STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION" (commonly known as the "GREENBOOK"), including Supplements, prepared and promulgated by Public Works Standards, Inc., a mutual benefit corporation. I-3.04 Subcontracts Pursuant to California Labor Code §1021.5, the Contractor must not willingly and knowingly enter into any agreement with any person, as an independent contractor, to provide any services in connection with the Work where the services provided or to be provided requires that such person hold a valid contractor's license issued pursuant to California Business and Professions Code §§7000 et seq. and such person does not meet the burden of proof of his/her independent contractor status pursuant to California Labor Code §2750.5. In the event that the Contractor shall employ any person in violation of the foregoing, the Contractor shall be subject to the civil penalties under California Labor Code §1021.5 and any other penalty provided by law. In addition to the penalties provided under California Labor Code §1021.5, the Contractor's violation of this Paragraph or the provisions of California Labor Code §1021.5 shall be deemed an event of the Contractor's default. The Contractor must require any Subcontractor of any tier performing or providing any portion of the Work to adhere to and comply with the foregoing provisions. Pursuant to the provisions of Labor Code Section 1777.1, the Labor Commissioner publishes and distributes a list of contractors ineligible to perform work as a subcontractor on a public works project. This list of debarred contractors is available from the Department of Industrial Relations website at: http://www.dir.ca.gov/dlse/debar.html. The Contractor must not employ, hire, use or subcontract with any of the listed debarred contractors. 281 EXHIBIT A-SPECIFICATIONS I-3.07 Contract Bonds Bonds of a surety shall not be required as part of this contract. I-3.08 Termination of Contract Section 6-5, entitled "Termination of Contract,"of the Standard Specifications is modified to read: "The 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 the Contractor." If the contract is thus terminated by the City for reasons other than the Contractor's failure to perform its obligations, the City shall pay the Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be the Contractor's exclusive remedy for termination without cause. I-3.10 Partial Payment Payment shall be due the Contractor within thirty (30) calendar days after receipt of an itemized statement for work performed during the progress payment period. I-3.12 Worker's Compensation Certification California Labor Code §§ 1860 and 3700 provide that every Contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code § 1861, the Contractor, hereby certifies as follows: "I am aware of the provisions of California Labor Code § 3700 which requires every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 282 EXHIBIT A-SPECIFICATIONS EXHIBIT B SPECIAL PROVISIONS 283 EXHIBIT B CITYWIDE SLURRY SEAL (REAS) PHASE IV SPECIAL PROVISIONS I. GENERAL SCOPE OF WORK This project involves delivery and application of a quick-set type mix of Rubberized Emulsion- Aggregate Slurry(REAS) Seal, Type II, surface treatment. This contract with Petrochem Materials Innovation, LLC (PMI) is for the material supply, delivery and application. PMI will coordinate with City crews and other City contracted labor, see Coordination Section of these Special Provisions for further details. CONTRACT STREETS The following streets are included in this contract for maintenance: Vernon Avenue from Soto Street to Downey Road— 174,000 sf Leonis Boulevard from Pacific Boulevard to Downey Road—332,000 sf District Boulevard Downey Road to Atlantic Boulevard—567,000 sf Alameda Street from 27th Street to Slauson Avenue—243,000 sf SPECIFICATIONS Slurry materials, transportation, mixing, and application shall be per the Standard Specifications for Public Works Construction (SSPWC) 2015 Edition. CONTRACT LENGTH All work in this project shall be completed within seven(7) days, four(4) consecutive weekends, as further described in the COORDINATION and CONSTUCTION SCHEDULE sections below subject to extensions for each day of(1) rain, fog and inclement weather. COORDINATION PMI shall coordinate the work with the City of Vernon's Public Work's Department and the City's Striping Contractor for a minimum of four weekends.All traffic control and street closures will be done by either the City of Vernon's Public Works Department or the City's striping contractor. Protection of the manholes and valve covers, placement of the slurry(REAS) and clean-up will be done by PML Placement of the temporary striping tabs will be done by the striping contractor. SPECIAL PROVISIONS -CS-0804 1 of 12 284 CONSTRUCTION SCHEDULE PMI shall deliver the initial shipment of Central Mix no later than June 25,2018 to the location within the City of Vernon designated by the City. The work on the Project shall proceed on four(4) consecutive weekends until complete, weather permitting. CONSTRUCTION HOURS The proposed rubberized emulsion-aggregate slurry (REAS) seal work shall occur on Saturday and/or Sunday between the hours of 7:00 a.m. to 1:00pm(laydown). The street(s) shall be open to traffic by 5:00 p.m. CONSTRUCTION ACTIVITIES COORDINATION City of Vernon's Contractor shall notify the City of Vernon Public Works, Water and Development Department, Police Department, Fire Department,Utility Companies of the proposed work and coordinate all work under this contract with all Utilities and Public Agencies. DELAYS AND EXTENSIONS OF TIME The Provisions of Section 6-6 entitled"Delays and Extensions of Time" of the Standard Specifications shall apply except as modified and supplemented below. The second paragraph of subsection 6-6.1 is hereby deleted and the following paragraph shall be inserted in its place: No extension of time will be granted for a delay caused by the inability of the Contractor to obtain materials, equipment and labor, except as authorized by the Engineer. The length of the contact time stipulated includes any time which may be require to obtain materials, equipment, and labor. The Contractor shall be deemed to have ascertained the availability of materials, equipment and labor and considered same in its construction schedule. QUALITY OF WORK The provisions of Section 4-1.1 entitled"Materials and Workmanship" of the Standard Specifications shall apply. In addition, any work deemed unacceptable by the Engineer, whether a cause is determined or not shall be repaired or replaced by the Contractor at his expense. LIQUIDATED DAMAGES In accordance with Section 6-9 of the Standard Specifications, for each consecutive calendar day required to complete the work in excess of the time specified herein for its completion, as SPECIAL PROVISIONS -CS-0804 2 of 12 285 adjusted in accordance with Section 6-6 of the Standard Specifications, the Contractor shall pay to the City, or have withheld from monies due it, the sum of$1,500. The parties agree that damages are difficult to estimate, and that this sum is a fair calculation of damages that does not constitute a penalty. COMPLIANCE WITH LAWS,REGULATIONS,AND SAFE PRACTICES The Contractor shall perform all work in a safe, competent manner and in accordance with all federal, state, and local statues, regulations, ordinances, rules, and governmental orders. The Contractor will be solely and completely responsible for the conditions of the job site, including safety of all persons and property during performance of the work. This requirement will apply continuously and not be limited to normal working hours. Inspection of the Contractor's performance by the City, its agents, or employees is not intended to include review of the adequacy of the Contractor's safety measures in or near the job site. CONSTRUCTION ORDER OF WORK Work within certain commercial areas of the various districts shall be scheduled so as to lessen the impact upon businesses and dining establishments. Requirements - General: 1. All construction shall conform to Sections 6-1 and 6-2 of the Standard Specifications and shall proceed in a smooth, efficient, timely and continuous manner. As such, once construction is started in a work area, the Contractor will be required to work continuously in that work area until construction has been completed and the work area is open and accessible to both vehicular and pedestrian traffic in a manner approved by the Engineer before the next stage of work will be allowed to begin. 2. Once construction is started in a work area, the Contractor shall not withdraw manpower or equipment from that work area in order to allow the start of construction in another work area if doing so, in the opinion of the Engineer, delays the completion of the work presently under construction. 3. Unless otherwise stated, the Contractor shall maintain continuous access to all commercial developments and businesses within the project limits, including store and restaurant entrances, and drive approaches, unless the Contractor has obtained the approval of the Engineer to close either such access or drive approach. 4. No stockpiling of material and construction equipment in or on public streets or sidewalks will be permitted on this project. Material and equipment placed in or SPECIAL PROVISIONS -CS-0804 3 of 12 286 on public streets sidewalks and in the construction areas shall be used the same day. CHARACTER OF WORKERS If any subcontractor or person employed by the Contractor shall appear to the Engineer to be incompetent, intemperate, troublesome, or acts in a disorderly or otherwise objectionable manner, he shall be immediately discharge from the project on the requisition of the Engineer, and such person shall not be reemployed on the work. If said individual has an ownership interest in the contracting entity, the Engineer will serve written notice upon the Contractor and the Surety providing the faithful performance bond, in accordance with Section 6-4, "Default by Contractor," of the Standard Specifications, demanding complete and satisfactory compliance with the Contract 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 for the Engineer, 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 Engineer will order the Contractor to provide a remedy for the condition. If the Contractor fails to act on the situation within a reasonable time period as determined by the Engineer, or in the event of an emergency situation, the Engineer may provide suitable protection by causing such work to be done and material to be furnished as, in the opinion of the Engineer, may seem reasonable and necessary. The cost and expense of all repairs (including labor and materials) as are deemed necessary, shall be borne by the Contractor. All expenses incurred by the City for emergency repairs will be deducted from the final payment due to the Contractor. MOBILIZATION The cost of all preparatory work and operations for the multiple movements of personnel, equipment, supplies, and incidentals to the various project sites will be included in the Contract, and no extra compensation will be paid to PMI. PROHIBITED PARKING IN WORK AREA City of Vernon Public Works Department shall provide 72 hours' notice for parking restrictions that will be posted in the work area during construction. All traffic and parking signs are to be provided and posted by the City. MATERIAL SUBMITTALS SPECIAL PROVISIONS -CS-0804 4 of 12 287 No additional material submittals will be necessary as part of this contract unless otherwise stated in these provisions MATERIAL AND EQUIPMENT STAGING AREAS PMI shall submit the proposed staging areas to the City for review and approval before the construction. PUBLIC CONVENIENCE PMI shall conduct operations to minimize the obstruction of access and inconvenience to the public and the City of Vernon Fire Department. SANITARY FACILITIES PMI shall furnish and maintain sanitary(toilet) facilities by the worksites for the entire construction period. QUALITY ASSURANCE AND ACCEPTANCE The City Testing and Inspection program shall be for the purposes of quality assurance and acceptance and shall include Material Sampling and Laboratory Testing. All tests and inspections will be contracted and paid for by the City.Any test and inspection results that do not meet the Standard Specifications for Public Works Construction will result in rejection of the slurry(REAS). II. PROPOSED RUBBERIZED EMULSION-AGGREGATE SLURRY(REAS) SEAL, TYPE II GENERAL All work shall be in accordance with this specification and as approved by the Engineer. The completed rubberized emulsion-aggregate slurry(REAS) seal shall leave a homogenous mat, adhere firmly to the prepared surface, and have a skid resistant surface texture. All work shall be in accordance with the "Greenbook", Standard Specifications for Public Works Construction, latest edition,unless otherwise described herein. All work shall be done in a workman-like manner, within the prescribed time limits, and as directed by the engineer. As used throughout this specification, the term"Engineer" shall mean the Director of Community Services and Water or his designated representative. SPECIAL PROVISIONS -CS-0804 5 of 12 288 LABORATORY EVALUATION AND REPORT Before work commences,the Contractor shall submit a signed original of a mix design covering the specific materials to be used on the project. This design must have been performed by a qualified, independent laboratory. Previous lab reports covering the exact materials to be used may be accepted provided they were made during the calendar year. Once the materials are approved, no substitution will be permitted unless first tested and approved by the laboratory preparing the mix design. EQUIPMENT Prior to the contract,PMI shall allow inspection,by City personnel,of the vehicles designated for the project. Those vehicles that pass inspection will have their I.D. numbers recorded and will be the only vehicles allowed to work on the project. All equipment, tools and machines used in the performance of this work shall be maintained in satisfactory working order at all times. LIMITATIONS Weather: Slurry shall not be applied when the atmospheric temperature is less than 50OF (100C). The mixture shall not be applied when weather conditions prolong opening to traffic beyond a reasonable time. Once work has started, the Contractor shall diligently perform the work to completion. NOTIFICATION, POSTING AND SCHEDULE CHANGES Notification and Posting: The City shall deliver "Notice to Businesses and Residents"7 days prior to the sealing of the street. The posting of "No Parking Tow Away" signs 48 hours prior to sealing, and their subsequent removal,will be performed by City forces. Schedule Changes Requests for changes in the schedule shall be submitted by PMI to the City for approval at least two weeks prior to the scheduled sealing of the streets affected. Failure to meet the notified schedule requires that PMI shall immediately notify the businesses and residents of the cancellation for the days work and rescheduling of the affected area.The Contractor shall then resubmit Notice to Businesses and Residents 72 hours prior to sealing of the streets. RESPONSIBILITY The City will be responsible for the advance notification of businesses and residents. SPECIAL PROVISIONS -CS-0804 6 of 12 289 The City's contractor will sweep the streets to be sealed prior to applying the slurry. The City's Public Works Department and/or the City's striping contractor will place barricades, delineators, signs, flashers, and traffic control devices. The City's striping contractor will install the temporary striping tabs. The City of Vernon shall not be held responsible for the care or protection of any material or parts of the work prior to the Final Acceptance. PMI shall, at the direction of the Engineer,repair and reseal all areas of the streets which have not been sealed properly or completely at no additional cost to the City. SLURRY The slurry mixture shall be of the desired consistency upon leaving the central mix plant and no additional materials shall be added. Overloading of the spreader shall be avoided. No lumping,balling or unmixed aggregate shall be permitted. The slurry mixture shall possess sufficient stability so that premature breaking of the slurry seal in the spreader box does not occur. The mixture shall be homogeneous during and following mixing and spreading, it shall be free of excess water or emulsion and free of segregation of the emulsion and aggregate fines from the coarser aggregate. Clean-up: PMI shall not track REAS slurry or fresh oil onto existing improvements such as sidewalks, driveways, curb and gutters, private property, etc. If PMI fails to comply with this requirement, PMI shall furnish the labor and material for such cleaning at no charge to City. QUALITY CONTROL Mix Design: Refer to section 203-5 of the Standard Specifications. Materials: The Engineer may use the recorders and measuring facilities of the slurry seal unit to determine application rates, asphalt emulsion content, mineral filler and additive(s) content for an individual load. It is the responsibility of the Contractor to check stockpile moisture content and to set the machine accordingly to account for aggregate bulking. SPECIAL PROVISIONS -CS-0804 7 of 12 290 Non-Compliance: If any two successive tests fail on the stockpile material, the job shall be stopped. It is the responsibility of PMI, at his own expense, to prove to the Engineer that the conditions have been corrected. If any two successive tests of the mix from the same machine fail, the use of the machine shall be suspended. It will be the responsibility of PMI, at his own expense, to prove to Engineer that the problems have been corrected and that machine is working properly. IV. PURCHASE, DELIVERY AND LAYDOWN OF CENTRAL MIX (REAS) PMI hereby sells to the City, and the City hereby purchases from PMI,up to a maximum of 20,000 gallons per day of Type II Central Mix for each day PMI performs work on the Project until complete. The City shall be charged the unit prices as shown in the Summary of Estimated Charges (Exhibit"C")plus tax, if applicable. An additional delivery fee shall be charged in connection with the delivery of the Central Mix from PMI's plant located in the City of South Gate, California, to the City of Vernon, California. All deliveries of the Central Mix shall be made in accordance with any and all applicable transportation requirements set forth in the Greenbook. PMI shall make deliveries of up to 20,000 gallons of Central Mix per day to the location within the City of Vernon that is designated by the City as the delivery location. The City will contact PMI at the end of each day PMI performs work for the Project and will notify PMI of the amount of Central Mix to be delivered the following morning. Each and every delivery of Central Mix must be made between the hours of 6:OOAM, PDT to 12:00 PM, PDT. PMI agrees to supply the City with daily delivery weight tickets upon each delivery of Central Mix to the site and upon return to PMI's plant. V. MEASUREMENT AND METHOD OF PAYMENT a. PMI shall invoice the City for the purchase, delivery and application of the Central Mix slurry, after completion of the Project. The invoice shall include a detailed listing and description of all charges and the items to which the charges relate. b. PMI shall be paid the amount specified in the invoice within thirty(30) days of receipt by the City, provided that the descriptions contained in the invoice are reasonably satisfactory to the City, in accordance with the terms of this Contract. C. The amount of Central Mix purchased by the City and invoiced by PMI shall be calculated as follows: the empty truck(with full tank of fuel) shall be weighed at PMI's plant and then weighed again after filling the truck with the Central Mix that is to be delivered to the location designated by the City- this process will measure the weight in pounds of Central Mix to be delivered(hereinafter, "Delivered Central Mix"); after the Delivered Central Mix is delivered to the City, PMI shall return the truck to its plant, fully refuel the truck, and then the truck and any Central Mix remaining in the truck shall be weighed again - this process will measure the amount of the Delivered Central Mix, if any, not used by the City(hereinafter, "Unused Central Mix"); the amount reflected as the Unused Central Mix shall then be subtracted from the Delivered Central Mix amount which result will measure the amount of Central Mix used by the City for any given delivery (hereinafter, "Used Central Mix"); the amount of Used Central Mix (measured in pounds) shall then SPECIAL PROVISIONS -CS-0804 8 of 12 291 be divided by 13.5 pounds per gallon for Type II which will net the amount of gallons of Central Mix purchased by the City and to be reflected in any invoice. VI. WARRANTIES 1. REPRESENTATIONS PMI hereby makes the following representations, warranties and acknowledgments, and agrees that such representations, warranties and acknowledgments shall be true as of the Effective Date: a. PMI has the full right,power and authority to enter into this Contract and to sell Central Mix and provide the Equipment to the City, and to take all actions required of PMI by the terms of this Contract. b. All the documents executed by PMI pursuant to this Contract will be duly authorized, executed and delivered by PMI and will be legal, valid and binding obligations of PMI enforceable against PMI in accordance with their respective terms, and will not violate any provisions of any contract to which PMI is a party or to which it is subject. C. PMI has manufactured the Central Mix and has centrally mixed the Central Mix in accordance with Sections 203-5.5 and 203-5.5.3, respectively, of the Greenbook. d. PMI has good and marketable title to the Central Mix, which is to be sold and transferred to the City free and clear of all liens, security contracts, encumbrances, claims, demands, and charges of every kind and nature whatsoever. e. PMI possesses the ability to deliver up to 13,000 gallons of Central Mix daily to the City of Vernon, California, during the term of this Contract. 2. PRODUCT WARRANTIES a. PMI hereby warrants that the Central Mix product(sometimes hereinafter, "Product") will not Fail (as defined hereinafter) for five (5) years from the date of application (hereinafter, "Useful Life"),provided all persons involved in the installation of the Product substantially follow the guidelines, instructions, recommendations and best practices published and/or provided by PMI. The City hereby grants PMI and its representatives, in consultation with the City's inspector, the right to inspect, observe, monitor,provide instructions and recommend corrective actions to the City and any person installing the Product on all applications of the Product, including,without limitation, compliance with the guidelines and best practices for the application of the Product. The granting of this right to PMI and its representatives does not impose any additional duty on PMI or its representatives in addition to those duties outlined in this Contract. b. Should the Product Fail, PMI shall, at its election, and within thirty(30) days after determination of Failure, either repair or pay for the material cost of the Product to repair those areas SPECIAL PROVISIONS -CS-0804 9 of 12 292 of the Product covered by this warranty that Fail during its Useful Life, as well as for labor and equipment and other incidental costs to repair(hereinafter, "Labor and Incidental Costs"), including, but not limited to, any affected striping, markings, and reflective pavement markers; provided, however,that such Failure shall occur within one (1) year from the date of Product application. For any Failure that occurs thereafter but during the Useful Life, PMI shall only be responsible for the repair or payment for the repair of the failed areas, including labor, materials, and equipment and any incidental work necessary,which shall also occur within thirty(30) days after determination of Product Failure. For purposes of this Contract, whether the Product has failed must be evaluated using the Slurry Seal Survey Procedures ("SSSP") set forth in Section IV of these Special Provisions, attached hereto and incorporated herein by this reference. The term "Fail," "Fails," "Failure" or "Failed" shall mean that,prior to the expiration of the Useful Life, more than ten percent(10%) of the native asphalt for any street segment(as defined "SSSP")becomes uncovered (i.e., no longer covered by the Product), and such uncovering does not arise out of conditions outside of PMI's control, including, but not limited to, subgrade conditions, improper subbase and/or compaction, cracks, earthquakes, over watering, frequent sprinkler overspray, standing or ponding water, heavy truck or equipment traffic, corrosive or acid materials that may leak or spill on the Product, or a Force Majeure event, as defined below. C. Provided PMI and the City mutually agree, either Steve Marvin, of LaBelle Marvin, or Steve Escobar, of Asphalt Pavement and Recycling Technology, shall make the exclusive determination of whether the Product "Failed" during its Useful Life and, if so, identify the areas and the square footage of Failure that "Failed." If PMI elects not to perform the repair itself, then PMI shall pay one hundred percent (100%) of the Product material cost for the percentage of"Failed" square footage, and for any related Labor and Incidental Costs to the extent there may be any Labor and Incidental Costs during the first year of the Product's Useful Life. If Steve Marvin or Steve Escobar are unavailable to make the determination of whether the Product "Failed," an independent engineer approved by both the City and PMI shall be used. If the parties cannot agree on an independent engineer, then each party shall pay any arbitrator selected by the Los Angeles branch of JAMS to determine which independent engineer shall be selected to make the evaluation. This warranty only applies to the Project that is the subject of this Contract and no other location. If the evaluator concludes the Product Failed, PMI will bear the cost of the evaluation. If the evaluator concludes the Product did not Fail, the City will bear the cost of the evaluation. d. This warranty shall be ineffective unless the City provides PMI written notice of any problems, defects or perceived Failures of the Product within thirty(30) days of the City's discovery of the problem, defect or perceived Failure. PMI shall be given the opportunity to inspect, investigate, test, repair and remediate any alleged problems, defects or failures in connection with the Product prior to any repair by the City, and, repair without notice shall void and waive this warranty. Inspection, investigation, testing, repair and remediation by PMI shall not operate as an admission of liability by PMI. e. Regardless of whether any remedy set forth herein fails of its essential purpose, in no event shall PMI be liable to City for any special, consequential, incidental, exemplary, punitive, indirect or similar damages, including loss of profits, loss of use, or personal injury, in connection with any Failed Product, even if PMI has been advised of the possibility of such damages. SPECIAL PROVISIONS -CS-0804 10 of 12 293 f. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED FOR IN THIS CONTRACT, PMI HEREBY DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VII. SLURRY SEAL SURVEY PROCEDURES TO DETERMINE THE PERCENTAGE OF FAILED SLURRY SEAL When conducting the survey the following information shall be collected for each street segment: INFORMATION Name,limits of street surveyed Date of survey Time of day surveyed Weather conditions Remarks Percent of slurry seal remaining DEFINITION OF TERMS Street Segment-the asphalt concrete portion of a street measured from the centerline of the adjacent cross street running longitudinally down the street to the centerline of the next adjacent cross street. Cul-de-sac or dead end street segments shall begin at a line running transversely to the center line of the dead end street from the outer edge of the Portland Cement Concrete (PCC) gutter on one side of the street to the outer edge of the PCC gutter on the opposite side of the street and running longitudinally down the street until the end of the asphalt concrete portion of the street. In the case of no PCC gutters, the segment shall begin at a line running transversely to the centerline of the dead end street from the face of the curb on one side to the face of the curb on the opposite side of the street. TEST METHODS The assessment of the area of slurry seal remaining in a specified street segment shall be made initially through a visual windshield inspection by driving a vehicle up one side of the street and down the other side. The segment shall be then visually inspected on foot up one side of the street and down the other side. The total length and width of each street segment shall be determined using a rolo tape. All changes in segment width, utility cuts, street improvements, and repairs shall be measured with a rolo tape and the area subtracted from the total area of the segment. The measurement of areas within the segment that appear to not have slurry seal remaining or a complex pattern of areas with and without slurry seal remaining shall be made with a rolo tape using two methodologies. Method A for areas with simple patterns and Method B for complex patterns and SPECIAL PROVISIONS -CS-0804 11 of 12 294 shapes. TOOLS Notebook and pencil Rolo Tape Measuring Wheel (RTMW)for lineal feet 1'X1'Cardboard Square Can of white marking paint Pocket knife 12-inch Ruler Black felt tip pen Method A Areas in all street segments that appear to not have slurry seal remaining in simple relatively easily defined shapes shall have the length and width of the shape measured with a rolo tape and the square footage subtracted from the total street segment square footage. Method B Areas in all street segments that appear to not have slurry seal remaining in complex patterns and relatively difficult to define shapes shall have the length and width of the shape measured with a rolo tape. Within the defined shape a representative one foot square box shall be created using a piece of cardboard, one (1) foot by one (1) foot,placed directly on the street and the outline of the box transferred to the surface of the street using a can of white marking paint. Within the box all areas without slurry seal remaining shall be measured with a 12-inch ruler. These measurements shall be added together and a percentage of slurry seal not remaining in the box shall be calculated and that percentage applied to the square footage of the entire shape. The shapes total square footage of slurry seal not remaining on the street shall be subtracted from the total street segment square footage. The majority of complex patterns of areas with and without slurry seal shall include the tops of all aggregates in the asphalt concrete without slurry seal and the areas between the larger aggregate having slurry seal. To determine the percentage of area within the box that did not have slurry seal, every aggregate top without slurry seal within the square shall be measured, marking each counted aggregate top with a black felt tip marking pen, summing the total square inch area without slurry seal and dividing that figure by 144 square inches to determine the total percentage of area without slurry seal within one (1) square foot. The total percentage of area without slurry seal within one (1) square foot shall be multiplied by the total area of complex shapes and divided by 100 to determine the number of square feet without slurry seal within the shape. The total square feet without slurry seal for all shapes shall be deducted from the total square feet of each street segment to determine the percentage of slurry seal remaining within each street segment. SPECIAL PROVISIONS -CS-0804 12 of 12 295 EXHIBIT C SUMMARY OF ESTIMATED CHARGES 296 Vincent Rodriguez Quote 2017-04 Project Engineer Department of Community Services and Water City of Vernon Summary of Estimated Charges Purchased of the Central Mix Type II $309,891.83 135,000 Gallons x $2.01/gallon =$271,350.00 Freight: $600/1st per load/each Trailer 21 Loads = $ 12,600.00 $3/miles after 1It load (12Miles) 28 Loads = $ 1,008.00 + Sales Tax 8.75% _$ 24,933.83 Equipment Rental $93,754.00 2 Application Truck $4,032/day 7 Days = $28,224.00 2 Service Haul Truck $200/day 7 Days = $ 2,800.00 1 Slurry Box $250/day 7 Days = $ 1,750.00 1 Slurry Pump $500/day 7 Days = $ 3,500.00 49 Tanker Trailers $200/day 7 Days = $ 9,800.00 i Drivers(2) + Pumper(1)$95/hour/person(8hrs/day) 7 Days = $15,960.00 Crew/Labor(4) = 1 Operator + 3 Squeegees 7 Days = $21,280.00 Cover Manholes (2men 8hrs/day) 7 Days = $10,640.00 Total Estimated Charges (Included Sales Tax) $403,845.83 *Prices Includes:Type II Central Mix REAS,Transportation of Material,equipment and labor for application of a minimum of 20,000 gallons per day. Prices Excluded:Removal of striping/RPM's markings,Traffic Control,posting and notifying,sweeping,and any required prep work on the asphalt surface. i The foregoing quotation is subject to all the Terms and conditions set forth in PMI's Master Terms and Conditions and the application for open business credit agreement entered into by and between Petrochem Materials Innovation,LLC.and customer. If terms and conditions are not j attached,please call our office. i i i I Name: Az N .,�. Signature: " Date: 3/22/2m I 1 l j 297 760-603-0962 fax Carlsbad, CA 92009Contractor 4991274 { i 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. 298 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. 299 EXHIBIT F PMI-CITY OF LOS ANGELES CONTRACT 300 CITY OF LOS ANGELES ypF 1.05 AiyCF City of Los Angeles Purchasing Agent 111 E 1ST STREET ROOM 110 s LOS ANGELES CA 90012 ANNUAL REQUIREMENTS CONTRACT Contract Number Description RFQ Number ARC 40 59680 5 Slurry, Premix R.E.A.S. Contract Dates Payment Terms Delivery Days ARO 01-01-18 to 12-31-18 1% Net 30 1 Central Purchasing Vendor Bill To Contact: Martha Medina 000034616 City of Los Angeles Phone: (213) 928-9536 PETROCHEM MATERIALS Supply Svcs., Accounts Payable E-mail: Martha.Medina@lacity.org INNOVATION,LLC 555 Ramirez St., Space 312 6168 INNOVATION WAY Los Angeles CA 90012 CARLSBAD, CA 92009 Reason for Modification Automated Anticipated Renewal option 1 Amendment 1, Renewal & new line items added. Renewal Period Options Option Effective Date Expiration Date 1 01-01-18 12-31-18 2 01-01-19 12-31-19 3 01-01-20 12-31-20 4 01-01-21 12-31-21 5 01-01-22 12-31-22 Line Items Line Commodity Code CL Description UOM Unit Price Markdown % Markup 1 30121601 Premix, Rubberized Emulsion GLL $2.3800 Aggregated Slurry, Type I Extended Description: Premix, Rubberized Emulsion, Aggregate Slurry, Type I: Slurry made in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. Prices reflect asphalt prices at 1/1/2016 to $355/ton (liquid) 2 30121601 Premix, Rubberized Emulsion GLL $2.0100 Aggregated Slurry, Type II Extended Description: Premix, Rubberized Emulsion, Aggregate Slurry, Type Il: All in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. 3 30121601 Premix, Rubberized Emulsion GLL $2.0100 Aggregated Slurry, Type III Extended Description: Premix, Rubberized Emulsion Aggregated Slurry, Type III 301 ARC 40 59680 5 Page 1 Line Commodity Code CL Description UOM Unit Price Markdown % Markup% 4 30121400 Service, Regular Time Labor only HUR $95.0000 (application of Central Pla Extended Description: SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $ 95.00 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 5 30121400 Service, Overtime Labor only HUR $142.0000 (application of Central Plant M Extended Description: SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $ 142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 6 721417 Rental, Service/Haul Trucks (Bare) DAY $200.0000 Extended Description: Rental, Service/Haul Trucks (Bare) DAILY, WEEKLY& MONTHLY RENTAL RATES: (Bare) Daily: $200.00 Minimum rental time: 1 Day Number of units available: 9 7 721417 Rental, Application Trucks (Bare). HUR $252.0000 Extended Description: APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: Within the City of Los Angeles, City Limits Hourly: $252.00 Overtime: $252.00 Sunday/Holiday: $252.00 **Minimum rental time: 4 Hours** Number of units available: 22 APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: NOT Within the City of Los Angeles, City Limits Hourly: $252.00 8 721417 Job Tankers, for delivery of Premix, EA $600.0000 R.E.A.S in trailer moun Extended Description: Job Tankers, for delivery of Premix, R.E.A.S. in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. JOB TANKER: As needed Delivery of Premix, R.E.A.S in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. $600 Per Load 9 301216 Asphalt Binder, Heavy Traffic, STN $800.0000 Structurally Modified Binder Extended Description: Heavy Traffic Binder: Structurally Modified Binder PG 76-10 (City of Los Angeles Custom Mix) 302 Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. ARC 40 59680 5 Page 2 Line Commodity Code CL Description UOM Unit Price Markdown % Markup% 10 78121603 Delivery, Trucking to AP1 Asphalt STN $17.0000 Binder, Heavy Traffic PG10 Extended Description: Delivery, Trucking to Asphalt Plant 1 of Asphalt Binder, Heavy Traffic, Structural Modified PG-10 (City of Los Angeles Custom Mix). Delivery, Trucking to Asphalt Plant I of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG-10. 11 78121603 Delivery, Trucking -AP2, Asphalt STN $19.0000 Binder, Heavy Traffic PG10 Extended Description: Delivery, Trucking to Asphalt Plant II Asphalt Binder, Heavy Traffic, Structural Modified PG-10 (City of Los Angeles Custom Mix). Delivery, Trucking to Asphalt Plant II of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG 10. 12 721417 Rental, of Job Tankers, for Delivery of SMI $3.0000 Premix, R.E.A.S. not Extended Description: Rental, of Job Tankers, for Delivery of Premix, R.E.A.S. not within the City of L.A., (price to include delivery fee and mileage from PMI's shipping Plant). For any location outside the City of L.A., delivery change from PMI Shipping Plant $3.00 per mile ($600.00 Minimum) For any location outside the City of L.A., delivery change from PMI Shipping Plant$3.00 per mile ($600.00 Minimum) 13 301216 Fine Aggregate Slurry Mix: Premixed GLL $3.0000 REAS. Extended Description: Fine Aggregate Slurry Mix: Premixed REAS. Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. 14 721417 Pump Rental, Specialized Slurry DAY $500.0000 Pump, (pump capable of 250 Extended Description: Pump Rental, Specialized Slurry Pump. (Pump capable of 250 gallons centralized mix slurry/minute). DAILY RENTAL RATES: Daily: $500.00 Minimum rental time: 1 day Number of units available: 12 15 78121603 Delivery, Trucking (common carrier) STN $17.0000 AP1, Asphalt, Hvy Bndr Extended Description: Delivery, Trucking (common carrier)to Asphalt Plant I of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix) Note* Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment. 16 78121603 Delivery, Trucking (common carrier)to STN $19.0000 AP2 of Asphalt, Heavy Extended Description: Delivery, Trucking (common carrier)to Asphalt Plant 11 of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix). Note* Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment. 303 ARC 40 59680 5 Page 3 Line Commodity Code CL Description UOM Unit Price Markdown % Markup% 17 721116 Plant Opening EA $1,500.0000 Extended Description: Plant Opening: For, Saturday, Sunday or Holidays Saturday$ 1,500 Sunday $ 1,500 Holiday $ 1,500 18 801116 Per Diem for Los Angeles. DAY $150.0000 Extended Description: Per Diem for Temp Los Angeles personnel 19 721417 Rental, Storage Tank Portable for DAY $1,000.0000 Jobsite Work. Extended Description: Rental, Storage Tank Portable for Jobsite Work. PORTABLE STORAGE TANK RENTAL: DAILY, RENTAL RATES: Daily: $ 1,000.00 Minimum rental time: 1 Day Number of units available: 5 20 721417 Rental, Slurry Box DAY $250.0000 Extended Description: SLURRY BOX RENTAL: DAILY, RENTAL RATES: Daily: $ 250.00 Minimum rental time: 1 Day Number of units available: 5 21 721417 Rental, Delivery, Tanker- Bare, each EA $200.0000 load. Extended Description: TANKER (Bare) DELIVERY, RENTAL: DAILY, RENTAL RATES: $200.00 per load Number of units available: 28 22 801116 Labor, Posting & Notifying Affected HUR $0.0100 Traffic Disruptions ***THIS LINE IS NOT ACTIVE*** Extended Description: NOTE: THIS LINE IS BEING REPLACED BY LINES 26 (REG.RATE) & LINES 27 (OVERTIME RATE) LABOR: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $95.00 Overtime rate: $142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 304 ARC 40 59680 5 Page 4 Line Commodity Code CL Description UOM Unit Price Markdown % Markup% 23 551215 Hangtag/Doorknob Notices of Affected EA $0.3000 Traffic Disruptions Extended Description: HANG TAG NOTICES: $0.30 Per Hang Tag Notice $300.00 Minimum per job = (1,000 hang tags) 24 55121710 Traffic Control, To furnish, place/ DAY $1,500.0000 maintain traffic signage, Extended Description: Traffic Control, To furnish, place/maintain traffic signage, excluding electronic, of affected areas, (NO LABOR INVOLVED). 25 721417 Rental, Sweeper, Mobile Units.(only if HUR $0.0100 no showCity Sweeprs) ***THIS LINE IS NOT ACTIVE*** Extended Description: NOTE: THIS LINE IS BEING REPLACED BY LINES 28 (REG.RATE), LINES 29 (OVERTIME RATE) & LINES 30 (SUNDAY& HOLIDAY) HOURLY RENTAL RATES: Regular Rate Hourly: $ 200.00 Overtime Rate Hourly: $ 300.00 Sunday/Holiday Rate Hourly: $400.00 Minimum rental time: 8 Hours Number of units available: 2 26 801116 Labor, Reg .Rate, Posting & Notify HUR $95.0000 Affected TrafficDisrupt Extended Description: NOTE: THIS LINE IS REPLACEMENT FOR LINES 22 (REG.RATE)LABOR: Labor, Posting and Notifying of Affected Traffic Disruptions Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $95.00 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 27 801116 Labor, Ovrtim e Rate, Posting & Notify HUR $142.5000 Affected Traffic Extended Description: NOTE: THIS LINE IS REPLACEMENT FOR LINES 22 (Overtime Rate) LABOR: Labor, Posting and Notifying of Affected Traffic Disruptions Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 28 721417 Rental, Sweeper, Mobile Unit, Regular HUR $200.0000 rate Extended Description: NOTE: THIS LINE REPLACES LINES 25 (REG.RATE), Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. HOURLY RENTAL RATES: Regular Rate Hourly: $ 200.00 Minimum rental time: 8 Hours Number of units available: 2 305 ARC 40 59680 5 Page 5 Line Commodity Code CL Description UOM Unit Price Markdown % Markup% 29 721417 Rental, Sweeper, Mobile Units, HUR $300.0000 Overtime Rate. Extended Description: NOTE: THIS LINE REPLACES LINES 25 (OVERTIME RATE) Rental, Sweeper, Mobile Units, to be used 'only" should City Sweepers not show up. HOURLY RENTAL RATES: Overtime Rate Hourly: $ 300.00 Minimum rental time: 8 Hours Number of units available: 2 30 721417 Rental, Sweeper, Mobile Units, Sunday/ HUR $400.0000 Holiday Rate. Extended Description: NOTE: THIS LINE REPLACES LINES 25 (Sunday& HOliday RATE) Rental, Sweeper, Mobile Units, to be used 'only" should City Sweepers not show up. HOURLY RENTAL RATES: Overtime Rate Hourly: $400.00 Minimum rental time: 8 Hours Number of units available: 2 31 30121601 1781 Slurry, Pilot Program GILL $1.9600 Extended Description: Pilot Program: 1781 Slurry 32 30121601 Cold in Place Recycling, CIR, Pilot GILL $3.6600 Program Extended Description: Pilot Program: CIR 33 30121601 Reclaimed Asphalt Pavement RAP, GILL $2.0100 Central Mixed Slurry, Pilot Extended Description: Pilot Program: Reclaimed Asphalt Pavement RAP, Centrally Mixed Slurry 34 30121601 Emulsion, Cold Patch, Modified GILL $3.6500 Emulsion, Pilot Program Extended Description: Pilot Program: Emulsion Cold Patch, Modified Emulsion Authorized By 306 ARC 40 59680 5 Page 6 Annual Requirements Contract Clauses, Terms, and Conditions Line Item Provisions Clauses and Comments on PDF Document Provisions Section intentionally left blank. Supporting Documents CONTRACT COMMENTS 307 ARC 40 59680 5 Page 7 Document ID Document Phase Document Description Page 8 59680 Final Slurry,Premix R.E.A.S. Of 11 INTENTIONALLY LEFT BLANK TO ADD CLAUSES AND COMMENTS. 308 Document ID Document Phase Doc ment D�e_-scripti n Page 9 Proc gignt Analyst: Mart "Tdma siu },9 � '€ ... 2103-928-9536 lof 11 E-ma' 213-928-9511 Requirements Contract for: **Slurry,Pre-Mix R.E.A.S. ** Award No. 59680 Payment Terms: 1.88%net 30 days Delivery: 1 Days ARO RFQ No.:EV4672 Previous Contract: 59180 Renewal Options: 5 Option Date 1 =--/--/-- Option Date 2=--/--/-- Option Date 3 =--/--/-- Options Granted: 0 Option Date 4=--/--/-- Option Date 5=--/--/-- You are hereby notified of the award of this contract with the City of Los Angeles in accordance with RFQ Number EV4672,to furnish the City's annual requirements for the items and/or services identified in this document. The entire RFQ (including Attachment A and specifications) or any items thereof, addendums, and general conditions comprise the contract. The Quotation document signed by the appropriate contractor and by duly authorized City officials is on file in the Purchasing Agent's office. NOTE: SALES TAX WILL BE ADDED AT TIME OF ORDER. The following listed item(s) cover the only product(s)or service(s)approved for purchase under this contract. Products or services requested by the City and not listed in the contract require a separate City Purchase Order in order for the supplier to receive payment. SUPPLIER CONTACT: Contact Person: Frank B. Hoffman, Title: C. F. O. Telephone No.: 760-603-0961 Fax No.: 760-603-0962 E-Mail Address: frank@pmitechnology.com 24 Hour Contact No.: 760-271-0197 CONTRACT PURCHASE ORDERS: Contract Purchase Orders will be issued during the contract period for materials or services as required. Supplier shall deliver no goods or services until a City department issues a Contract Purchase Order. APPROVED CONTRACT ITEM PURCHASES: The listed items cover the only products approved for purchase under this contract. The City of Los Angeles will not pay any invoice covering the delivery of any merchandise that is not explicitly authorized by this contract. Any products requested by the City not listed in the contract require a separate City Purchase Order in order for the supplier to receive payment. RENEWAL OPTION: The City reserves the right to renew this contract for 5 additional one(1)year period(s). All renewals shall be on an annual basis and under the same terms and conditions of the original contract. ANNUAL PRICE ADJUSTMENT FOR LONG TERM FIXED PRICE CONTRACTS: Unit Prices for each line item shall be fixed for one year from the contract start date. On contract anniversaries and renewals,unit prices may be adjusted for the next year in accordance with manufacturer's published price adjustments. Any price adjustments shall be mutually agreed upon by the City Purchasing Agent and the supplier. Price increases will not exceed a reasonable amount, supported by written documentation as indicated in the paragraph below and as determined by the City Purchasing Agent, for any price adjustment. Price reductions may be issued at any time. The City reserves the right to terminate contract without further obligation by either party in event price increases are not acceptable. Escalating factors will not be automatically granted. Requests for price increases shall be in writing 309 and accompanied by each manufacturer(s)price list(s)with appropriate supporting documents acceptable to the City. Such documents shall include,but not be limited to manufacturer/distributor/dealer invoices,insurance bills,utility Qoc�l ent ID Document Phase l�o umen# Description . Page bills, reig tnbills,payroll re ords, etc. The request all state the percentage increase and the revised f0icc for each affec wntract item. Final Slurry,Premix R.E.A.S. of 11 No increases will be granted without prior approval of the City Purchasing Agent.ESTIMATED EXPENDITURES AND THRESHOLD ADJUSTMENT: Total expenditures for the life of this contract, including the initial term and all renewals or extensions, are estimated to be $67,788,010. No guarantee can be given that this total will be reached or that it will not be exceeded. Supplier agrees to furnish more or less in accordance with actual contract requirements. AUTHORIZED DISTRIBUTOR/DEALER: The supplier indicates it is an authorized factory distributor/dealer for the manufacturer quoted, or has provided a formal Letter of Certification from the manufacturer, stating that the manufacturer will honor any warranty claims by the City for equipment,parts,and/or materials provided by the supplier. The manufacturer will be responsible for any default of the supplier that is not corrected by the supplier in a timely and efficient manner. This responsibility includes replacing incorrect or defective parts,trouble shooting, and correcting problems that are traceable to the manufacturer. ANNUAL PRICE ADJUSTMENT FOR LONG TERM FIXED PRICE CONTRACTS: Unit Prices for each line item shall be fixed for one year from the contract start date. On contract anniversaries and renewals,unit prices may be adjusted for the next year in accordance with manufacturer's published price adjustments. Any price adjustments shall be mutually agreed upon by the City Purchasing Agent and the supplier. Price increases will not exceed a reasonable amount, supported by written documentation as indicated in the paragraph below and as determined by the City Purchasing Agent, for any price adjustment. Price reductions may be issued at any time. The City reserves the right to terminate contract without further obligation by either party in event price increases are not acceptable. Escalating factors will not be automatically granted. Requests for price increases shall be in writing and accompanied by each manufacturer(s)price list(s)with appropriate supporting documents acceptable to the City. Such documents shall include,but not be limited to manufacturer/distributor/dealer invoices,insurance bills,utility bills, freight bills,payroll records, etc. The request shall state the percentage increase and the revised price for each affected contract item. No increases will be granted without prior approval of the City Purchasing Agent. LIQUIDATED DAMAGES FOR LATE DELIVERY: Delivery delays beyond the Contract/Purchase Order delivery date will result in added expense to the City. The City of Los Angeles shall be paid damages for such delay. Inasmuch as the amount of damage is extremely difficult to ascertain,the supplier agrees to compensate the City in the amount of$100.00 per calendar day beyond the delivery date specified. This amount shall be fixed as liquidated damages that the City will suffer by reason of such delay, and not as a penalty. The City shall have the right to deduct and retain the amount of such liquidated damages from any monies due the supplier. The supplier shall be entitled to a reasonable extension of time for unavoidable delay in delivery due to causes not reasonably foreseeable by the parties at the time of the Contract/Purchase Order execution, and that are entirely beyond the control and without the fault or negligence of the supplier, including,but not limited to, acts of God or the public enemy,war or other national emergency making delivery temporarily impossible or illegal, acts or omissions of other suppliers, strikes and labor disputes not brought on by any act or omission of the supplier,fire, flood, epidemics, quarantines, or freight embargoes. INSURANCE: The suppliers General Liability and Workers Compensation Insurance Certificates are recorded in the City 310 Administrative Officer's Risk Management Track4LA database. Document ID Document Phase Document Description Page REP SENTATIVE SAMPLE TESTING: 11 Repr mutative samples may ImA ken from each del sa WROeh a ncUmscompliance with specificatio bf T-rstir g costs will be paid by the City for samples that comply. If samples do not comply with requirements,the expense of testing will be charged to the supplier, and delivery will be rejected. The supplier will be required to pick up the rejected material and to make a new delivery within 5 days of notification by the City. Notification will be made by the most effective means to the supplier's designated representative. SALES/USE TAX PAID DIRECTLY TO STATE: Since the supplier has not indicated it has a permit to collect California State sales tax,the City will pay use tax directly to the State of California. No sales tax will be paid to the supplier. REPRESENTATIVE SAMPLE TESTING: Representative samples may be taken from each delivery and tested for compliance with specifications. Testing costs will be paid by the City for samples that comply. If samples do not comply with requirements,the expense of testing will be charged to the supplier, and delivery will be rejected. The supplier will be required to pick up the rejected material and to make a new delivery within 5 days of notification by the City. Notification will be made by the most effective means to the supplier's designated representative. SALES/USE TAX PAID DIRECTLY TO STATE: Since the supplier has not indicated it has a permit to collect California State sales tax,the City will pay use tax directly to the State of California. No sales tax will be paid to the supplier. OTHER GOVERNMENT AGENCY PURCHASES: Other government agencies may make purchases using the prices,terms and conditions of this contract. 311 City Council Agenda Item Report Agenda Item No. COV-63-2018 Submitted by:Eva Muro Submitting Department:City Attorney Meeting Date:April 17, 2018 SUBJECT CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation. Potential retaliation claim by City employee Government Code Section 54956.9(e)(2) Number of potential cases: I Recommendation: Backgroud: Fiscal Impact: ATTACHMENTS 312