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Resolution No. 098171 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9817 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND RENE CARDONA WHEREAS, the Gas Department desires to retain the services of a consultant to provide consulting services for the Gas Department (the "Services") and WHEREAS, the Gas Department desires to retain the services of Rene Cardona ("Cardona") to provide such Services as requested by the Director of Light & Power, or his designee, until terminated, at the rate of $70.00 per hour for up to 40 hours per week; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Cardona. 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 recitals contained hereinabove are true land correct. SECTION 2: The City Council of the City of Vernon hereby approves the Independent Contractor Agreement with Cardona, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk or Deputy City 1 2 3 4 5, 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City hereby authorizes the City Administrator, or his designee, to make whatever non substantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take any action deemed necessary to carry out or to perform such other acts and deeds as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: Rene Cardona 13718 Brazo Road La Mirada, CA 90638 SECTION 7: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 12th day of January, 2009. ATTEST: MANUE A GIRON, ity�Clerk Name Leonis C. Malburg Title: Mayor / ""ay4)�- D Teter - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9817, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, January 12, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) x"��%-__ MANUELA RO , City Clerk - 3 - ?. ® i. �� � �� �� INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at Vernon, California, this 121h day of January, 2009, by and between the City of Vernon, a California municipal corporation (hereinafter referred to as the "City") and Rene Cardona (hereinafter referred to as the "Contractor"). 1. ENGAGEMENT: City hereby engages Contractor and Contractor hereby accepts such engagement upon the terms and conditions hereinafter set forth. 2. TERM: This Agreement will become effective on January 12, 2009 and will continue in effect until terminated by either party as set forth below. 3. DUTIES AND TIME EXPENDED: a. On the terms and conditions set forth herein, City hereby engages Contractor to provide to City the services set forth in greater detail in Exhibit "A" attached hereto and incorporated by reference as though fully set forth at length. b. Contractor shall provide services to City on a daily basis. 4. COMPENSATION: In consideration for the services to be provided by Contractor hereunder, City shall pay to Contractor $70.00 per hour. The City will pay Contractor for up to 40 hours per week for Services rendered to the City. Contractor agrees to deliver invoices to the City on the 15th and 30th of each month detailing the hours for the previous two (2) weeks service. City agrees to pay bi-weekly invoices on or before the 1 Oth day after receipt of invoice. Contractor shall be available for additional hours of service to the City at the request of the Department Manager/Supervisor, or his designee. Contractor shall, at its own cost and expense, be responsible for all fringe benefits. 5. TERMINATION OF CONTRACTOR: a. Notice of Termination: This Agreement may be terminated by either party. Contractor shall give (30) days written notice of termination of this Agreement to the other party. City can terminate this Agreement at -will. b. Automatic Termination: This Agreement shall automatically terminate upon the occurrence of any of the following events: • Death of Contractor; IndependentContractor.Agt • Gross negligence of Contractor 6. CONFIDENTIALITY: a. Contractor and City each acknowledge that but for this Agreement to provide, services to City, Contractor would not necessarily become aware of City's proprietary information regarding City's customers and business practices nor would Contractor become aware of confidential information relating to such customers or City's methods of obtaining and maintaining such customers. Contractor acknowledges the inherent value of the customers and the valuable reputation of the City which has developed in the community throughout the years. Contractor also acknowledges that nothing herein is intended to give Contractor any right or interest therein, including, but not limited to existing customers and other confidential information developed or created, in whole or in part, by Contractor while working for City. b. During the term of this Agreement and for the three (3) year period following the termination of Contractor's engagement hereunder, Contractor shall (a) keep confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional and business practices, trade secrets or privileged information of City concerning the existing customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any person or use (except for the benefit of City) information obtained by them during the period of Contractor's engagement with City as to the customers, business methods, financial statements or any trade secrets, confidential or proprietary information respecting City, and its customers (c)- not, in any manner, interfere with City's ability to maintain existing customers. In the event of a breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other remedies to which City may be entitled at law or in equity. 7. STANDARD OF SERVICES: Contractor shall assure that Contractor shall work diligently, exert Contractor's best efforts in rendering services hereunder, and shall take all steps as shall be required to assure that all services are competently rendered. Contractor shall at all times comply with all of the terms and provisions of law and highest ethical standards relating to the business of the City. 8. CONTRACTUAL POWERS: Except as otherwise provided in this Agreement, under no circumstances will City be liable or responsible for any expenses or other obligations incurred by Contractor arising out of Contractor's performance of services hereunder. Neither party shall have the authority to obligate or bind the other to any contract, obligation or undertaking whatsoever with any third Party 9. NOTICE: Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the following addresses: IndependentContractor.Agt 2 City: City of Vernon Attention: Donal O'Callaghan, Director of Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 Contractor: Rene Cardona 13718 Brazo Road La Mirada, CA 90638 10. GOVERNING LAW/VENUE: This Agreement and all rights, obligations and liabilities arising hereunder shall be construed and enforced in accordance with the laws of the State of California. This Agreement has been negotiated and entered into in the County of Los Angeles, State of California and in the event of any litigation arising our of this Agreement, venue shall be in the County of Los Angeles, California. 11. SEVERABILITY: It is the intention of both parties that the terms of this Agreement be construed so as to comply with the laws, rules and regulations of the State of California. Any term of this Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall be severed herefrom and shall be null and void, but the balance of this Agreement shall nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be assignable by Contractor without the express written consent of City which consent may be unreasonably withheld. 12. ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior and collateral agreements, understandings, statements and negotiations of the parties. Each party acknowledges that no representations, inducements, promises, or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein. 13. AMENDMENTS: This Agreement may be amended only by an instrument in writing executed by duly authorized representatives of both parties. IndependentContractor.Agt 14. RELATIONSHIP OF PARTIES: In performing under this Agreement, (a) Contractor is, and shall at all times be, acting and performing as an independent contractor to City, practicing and performing its duties and responsibilities in accordance with its own judgment as to the method of rendering of such services, and Contractor is, and shall at all times be, acting and performing as an independent Contractor. City shall not exercise control over the methods by which Contractor performs its work nor shall City have the right to interfere with such freedom of action or prescribe rules or otherwise control or direct the manner in which such services are performed. Such work, function, and services shall be done and performed in, accordance with the standard industry methods and practices. The sole interest in the services performed by Contractor is that such services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise carried out in a manner consistent with obtaining and satisfying the objections of City and preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall prevent City from reviewing, instructing, and supervising Contractor's activities and professional judgment to assure compliance with the foregoing and all applicable laws and rules of the State of California. City and Contractor shall not be in the relationship of employer/employee, partners, or joint venturers, and neither party shall have the authority to obligate or bind the other to any contract, obligation or undertaking whatsoever. City shall not make any deductions for any payroll taxes, contributions for unemployment insurance or social security pensions, annuities, or benefits which are measured by wages, salaries or other compensation paid to Contractor nor shall Contractor be deemed an employee of City for purpose of withholding payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or otherwise. 15. OWNERSHIP OF RECORDS; ACCESS. All records, files and databases concerning customers, whether they are prepared by Contractor or come into possession of Contractor in any other manner, shall remain the sole, exclusive and permanent property of City. Said materials shall not be removed from the premises of City without the prior written consent of City. Further, Contractor agrees to turn over said materials in Contractor's possession or under Contractor's control at the request of the City or, in the absence of such a request, upon the termination of Contractor's relationship with the City. Contractor shall prepare and maintain, or cause to be prepared and maintained, necessary or appropriate reports, records and correspondence relating to all services rendered by Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention and storing of all such records. 16. TAXES Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. IndependentContractor.Agt 4 17. DISPUTE RESOLUTION Any and all disputes that arise between the parties with respect to performance or interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall take place in Los Angeles County, California and both parties agree to submit to the jurisdiction of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles County, California under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS") Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of redress for any disputes relating to or arising from this engagement, including disputes over rights provided by federal, state or local statutes, regulations, ordinances and common law, including all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and binding on both parties, and not appealable. The arbitrators will have discretion to award monetary and other damages, or to award no damages, and to fashion any other relief the arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties shall bear the costs of the arbitration. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of the day and year first above written. CITY OF VERNON A Municipal Corporation Lo NAME: TITLE: MAYOR / MAYOR PRO-TEM ATTEST: MANUELA GIRON, City Clerk JEFF A. HARRISON, City Attorney Rene Cardona IndependentContractor.Agt EXHIBIT A EXHIBIT "A" Scope of Work GAS DEPARTMENT CONSULTANT This Exhibit "A" to the Independent Contractor Agreement by and between City and Rene Cardona incorporates and references that Agreement as though fully set forth at length. The Gas Department Consultant shall assist the Gas Department Superintendent with new construction, daily maintenance and operations of the Gas Systems. The Gas Department Consultant will operate from established procedures as required by the City of Vernon's Operations & Maintenance Plan, performing duties independently with general direction from the Gas Department Manager and or Gas Department Superintendent. Duties shall include but not limited to the following: - Flue gas analysis - Gas and air adjustments - Inspect and adjust safety valves and devices for proper operation - Size house lines - Investigate pressure problems - Provide diagnostic service - Assist customers with AQMD questions - Assist with emission testing - On -Call for after hour emergency response as required in the Gas Emergency Operating Plan EXHIBIT "A" IndependentContractor.Agt 6 January 20, 2009 Mr. Rene Cardona 13718 Brazo Road La Mirada, CA 90638 Re: Consulting Services Agreement Dear Mr. Cardona: Transmitted herewith s a fully executed Agreement as referenced ,above, approved by C'ty Council on January 12, 2009. If you have any qu stions regarding this matter, please call Mr. Donal O'Callaghan at (3 3) 583-8811 ext. 834. Very truly you#s, Nelly Gir City Cler NG:dj c: Don ./l O'Callaghan Purchasing Dept. Resolution No. 9817 Agreement File No. 09-011 Transmittal Number: 191- UP Page 1 of 1 City of Vernon Light & Power Department 4305 Santa Fe Avenue, Vernon, CA 90058 Tel.: 323-583-8811, Ext. 561 Fax: 323-826-1425 TRANSMITTAL LETTER FROM: Light & Power Department DATE: 1128/09 ATTN: TO: Mr. Rene Cardona 13718 Brazo Road La Mirada, CA 90638 C: We Transmit For:Your _. The Followin ® Herewith ❑ Under Separate Cover Transmitted Via ® Approval ❑ Specifications ❑ Fax Number: ❑ Review and Comment ❑ Submittals ® Overnight Service : 8630 5714 2038 ❑ Distribution as Indicated ❑ Drawings ❑ US Mail: ❑ Information Only ❑ Close -Out Documents ❑ Per Your Instructions ❑ Use/File ❑ Computer Files ❑ Hand Delivered ❑ Action: ❑ Documents ® Contract Documents ❑ Other: ❑ Other: CD Co ies Date Descri tion _ ._ _ . 1 1/28/09 Independent Contractor Agreement With the City of Vernon Please Sign, Date and` Retulrri F b 1 Enclosed herewith for your signature is the Independent Contractor Agreement with the City of Vernon. Please execute and return the agreement to the attention of the undersigned. Once this Agreement is properly executed and returned, it will be signed by the City of Vernon and a fully executed Agreement wi be returned to you for your records. Thankingyou in advance for our attention to this matter. W Y Y � Sincerely, ,J LIGHT & POWER DEPARTMENT Donal O'Callaghan, Director of Light & Power January 28, 2009 Mr. Rene Cardona 13718 Brazo Road La Mirada, CA 90638 Dear Mr. Cardona: Subject: Independent Contractor Agreement With the City of Vernon CITY OF VERNON Light & Power Department Donal O'Callagh Director, Light & Power DO:rmt Enclosure cc: Avigal Horrow, Human Resources Nelly Giron, City Clerk Robin Tolmasoff, Light & Power Project Control Document Control 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1425 EJ�cfusivefy Industriaf INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at Vernon, California, this 121h day of January, 2009, by and between the City of Vernon, a California municipal corporation (hereinafter referred to as the "City") and Rene Cardona (hereinafter referred to as the "Contractor"). ENGAGEMENT: City hereby engages Contractor and Contractor hereby accepts such engagement upon the terms and ,conditions hereinafter set forth. 2. TERM: This Agreement will become effective on January 12, 2009 and will continue in effect until terminated by either party as set forth below. DUTIES AND TIME EXPENDED: a. On the terms and conditions set forth herein, City hereby engages Contractor to provide to City the services set forth in greater detail in Exhibit "A" attached hereto and incorporated by reference as though fully set forth at length. b. Contractor shall provide services to City on a daily basis. 4. COMPENSATION: In consideration for the services to be provided by Contractor hereunder, City shall pay to Contractor $70.00 per hour. The City will pay Contractor for up to 40 hours per week for Services rendered to the City. Contractor agrees to deliver invoices to the City on the 15th and 30th of each month detailing the hours for the previous two (2) weeks service. City agrees to pay bi-weekly invoices on or before the 1 oth day after receipt of invoice. Contractor shall be available for additional hours of service to the City at the request of the Department Manager/Supervisor, or his designee. Contractor shall, at its own cost and expense, be responsible for all fringe benefits. TERMINATION OF CONTRACTOR: a. Notice of Termination: This Agreement may be terminated by either party. Contractor shall give (30) days written notice of termination of this Agreement to the other party. City can terminate this Agreement at -will. b. Automatic Termination: This Agreement shall automatically terminate upon the occurrence of any of the following events: • Death of Contractor; In dependentContractor.Agt Gross negligence of Contractor 6. CONFIDENTIALITY: a. Contractor and City each acknowledge that but for this Agreement to provide services to City, Contractor would not necessarily become aware of City's proprietary information regarding City's customers and business practices nor would Contractor become aware of confidential information relating to such customers or City's methods of obtaining and maintaining such customers. Contractor acknowledges the inherent value of the customers and the valuable reputation of the City which has developed in the community throughout the years. Contractor also acknowledges that nothing herein is intended to give Contractor any right or interest therein, including, but not limited to existing customers and other confidential information developed or created, in whole or in part, by Contractor while working for City. b. During the term of this Agreement and for the three (3) year period following the termination of Contractor's engagement hereunder, Contractor shall (a) keep confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional and business practices, trade secrets or privileged information of City concerning the existing customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any person or use (except for the benefit of City) information obtained by them during the period of Contractor's engagement with City as to the customers, business methods, financial statements or any trade secrets, confidential or proprietary information respecting City, and its customers (c) not, in any manner, interfere with City's ability to maintain existing customers. In the event of a breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other remedies to which City may be entitled at law or in equity. 7. STANDARD OF SERVICES: Contractor shall assure that Contractor shall work diligently, exert Contractor's best efforts in rendering services hereunder, and shall take all steps as shall be required to assure that all services are competently rendered. Contractor shall at all times comply with all of the terms and provisions of law and highest ethical standards relating to the business of the City. CONTRACTUAL POWERS: Except as otherwise provided in this Agreement, under no circumstances will City be liable or responsible for any expenses or other obligations incurred by Contractor arising out of Contractor's performance of services hereunder. Neither party shall have the authority to obligate or bind the other to any contract, obligation or undertaking whatsoever with any third party. 9. NOTICE: Any notice required to be given pursuant to the provisions of this Agreement shall. be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the following addresses: IndependentContractor.Agt 2 City: City of Vernon Attention: Donal O'Callaghan, Director of Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 Contractor: Rene Cardona 13718 Brazo Road La Mirada, CA 90638 10, GOVERNING LAW/VENUE: This Agreement and all rights, obligations and liabilities arising hereunder shall be construed and enforced in accordance with the laws of the State of California. This Agreement has been negotiated and entered into in the County of Los Angeles, State of California and in the event of any litigation arising our of this Agreement, venue shall be in the County of Los Angeles, California. 11. SEVERABILITY: It is the intention of both parties that the terms of this Agreement be construed so as to comply with the laws, rules and regulations of the State of California. Any term of this Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall be severed herefrom and shall be null and void, but the balance of this Agreement shall nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be assignable by Contractor without the express written consent of City which consent may be unreasonably withheld. 12. ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior and collateral agreements, understandings, statements and negotiations of the parties. Each party acknowledges that no representations, inducements, promises, or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein. 13. AMENDMENTS: This Agreement may be amended only by an instrument in writing executed by duly authorized representatives of both parties. IndependentContractor.Agt 14. RELATIONSHIP OF PARTIES: In performing under this Agreement, (a) Contractor is, and shall at all times be, acting and performing as an independent contractor to City, practicing and performing its duties and responsibilities in accordance with its own judgment as to the method of rendering of such services, and Contractor is, and shall at all times be, acting and performing as an independent Contractor. City shall not exercise control over the methods by which Contractor performs its work nor shall City have the right to interfere with such freedom of action or prescribe rules or otherwise control or direct the manner in which such services are performed. Such work, function, and services shall be done and performed in accordance with the standard industry methods and practices. The sole interest in the services performed by Contractor is that such services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise carried out in a manner consistent with obtaining and satisfying the objections of City and preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall prevent City from reviewing, instructing, and supervising Contractor's activities and professional judgment to assure compliance with the foregoing and all applicable laws and rules of the State of California. City and Contractor shall not be in the relationship of employer/employee, partners, or joint venturers, and neither party shall have the authority to obligate or bind the other to any contract, obligation or undertaking whatsoever. City shall not make any deductions for any payroll taxes, contributions for unemployment insurance or social security pensions, annuities, or benefits which are measured by wages, salaries or other compensation paid to Contractor nor shall Contractor be deemed an employee of City for purpose of withholding payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or otherwise. 15. OWNERSHIP OF RECORDS; ACCESS. All records, files and databases concerning customers, whether they are prepared by Contractor or come into possession of Contractor in any other manner, shall remain the sole, exclusive and permanent property of City. Said materials shall not be removed from the premises of City without the prior written consent of City. Further, Contractor agrees to turn over said materials in Contractor's possession or under Contractor's control at the request of the City or, in the absence of such a request, upon the termination of Contractor's relationship with the City. Contractor shall prepare and maintain, or cause to be prepared and maintained, necessary or appropriate reports, records and correspondence relating to all services rendered by Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention and storing of all such records. 16. TAXES Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. IndependentContractor.Agt 4 17. DISPUTE RESOLUTION Any and all disputes that arise between the parties with respect to performance or interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall take place in Los Angeles County, California and both parties agree to submit to the jurisdiction of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles County, California under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). -Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of redress for any disputes relating to or arising from this engagement, including disputes over rights provided by federal, state or local statutes, regulations, ordinances and common law, including all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and binding on both parties, and not appealable. The arbitrators will have discretion to award monetary and other damages, or to award no damages, and to fashion any other relief the arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties shall bear the costs of the arbitration. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF VERNON A Municipal Corporation an NAME: TITLE: MAYOR / MAYOR PRO-TEM ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney Rene Cardona IndependentContractor.Agt 5 EXHIBIT "A" Scope of Work GAS DEPARTMENT CONSULTANT This Exhibit "A" to the Independent Contractor Agreement by and between City and Rene Cardona incorporates and references that Agreement as though fully set forth at length. The Gas Department Consultant shall assist the Gas Department Superintendent with new construction, daily maintenance and operations of the Gas Systems. The Gas Department Consultant will operate from established procedures as required by the City of Vernon's Operations & Maintenance Plan, performing duties independently with general direction from the Gas Department Manager and or Gas Department Superintendent. Duties shall include but not limited to the following: - Flue gas analysis - Gas and air adjustments, - Inspect and adjust safety valves and devices for proper operation - Size house lines - Investigate pressure problems - Provide diagnostic service - Assist customers with AQMD questions - Assist with emission testing - On -Call for after hour emergency response as required in the Gas Emergency Operating Plan EXHIBIT "A" IndependentContractor.Agt i�