Resolution No. 10101RESOLUTION NO. 10,101
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN AGREEMENT WITH N R G SYSTEMS, INC. FOR THE
PURCHASE OF MET TOWERS EQUIPMENT IN CONNECTION
WITH THE WIND PROJECT AND ALLOCATING RELATED
FUNDS TO THE CAPITAL BUDGET
WHEREAS, the City of Vernon ("City") is a chartered
municipal corporation of the State of California that owns and
operates a system for the generation, purchase, transmission,
distribution and sale of electric capacity and energy; and
WHEREAS, the City desires to purchase material required to
refurbish five (5) existing MET Towers (the "Equipment") in
connection with the wind energy project (the "Project") in Kern
County; and
WHEREAS, the Director of Light & Power has determined that
N R G Systems, Inc. ("NRG") is qualified and capable of providing
the Equipment; and
WHEREAS, by memo dated November 17, 2009, the Director of
Light & Power recommends the City enter into an agreement setting
forth the terms and conditions under which NRG will provide the
Equipment; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it.is in the public interest
and necessity to enter into an agreement with NRG to provide the
specialized Equipment required for the Project.
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 does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the agreement between the City of Vernon and N R G Systems,
Inc. for the purchase of the Equipment ("Agreement"), a copy of
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 -Tern to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council hereby approves and
authorizes the allocation of funds to the capital budget in an
amount not -to -exceed $18,541.50 to provide for the expenditures made
under the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and
the transactions herein approved or authorized.
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 NRG.
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SECTION 7: 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 23rd day of November, 2009.
AT EST:
MANUELA GIRO ity Clerk
a
Name: Hilario Gonzales
Title: Mayor
_3_
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. 10,101,
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
Monday, November 23, 2009, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this i � q day of November, 2009, at Vernon,
California.
(SEAL)
LB.NUELA GIRON, 6ty Clerk
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AGREEMENT BETWEEN THE CITY OF VERNON AND N R G SYSTEMS, INC.
FOR THE PURCHASE OF
EQUIPMENT FOR REFURBISHMENT OF EXISTING METEOROLOGICAL TOWERS
Vendor:
Notice Information - Vendor:
Notice Information - City:
Delivery Date:
COVER PAGE
N R G SYSTEMS, INC.
110 RIGGS ROAD
PO BOX 509
HINESBURG, VT 05461
Attention: Mr. Paul Dawson
Phone: 802-482-2255
Facsimile: 802-482-2272
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: Peter Hervish, Department of Light &
Power
Telephone: 323-583-8811
Facsimile: 323-826-1438
Two Weeks after written notice from the City
regarding location of jobsite.
Jobsite: To be determined by City. City will notify
Vendor in writing of the exact delivery address
after a separate agreement for installation of
the Equipment has been executed.
Compensation:
$18,541.50 US Dollars and more particularly
described in Exhibit B
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11/3/09 Rev. 1
AGREEMENT BETWEEN THE CITY OF VERNON AND N R G SYSTEMS, INC. FOR
THE PURCHASE OF
EQUIPMENT FOR REFURBISHMENT OF EXISTING TOWERS
This equipment purchase agreement ("Agreement") is made as of
2009 (the "Effective Date"), by and between the City of Vernon, a
California charter city and municipal corporation (the "City"), and N R G Systems, Inc., a
Vermont corporation (the "Vendor," collectively with the City, the "Parties").
RECITALS
The City desires to purchase the Equipment listed in Exhibit A from the
Vendor.
The Vendor has advised the City that it is qualified and capable of
providing the Equipment described in Exhibit A, and is willing to do so on the terms and
conditions set forth below.
The Parties agree as follows:
ARTICLE 1. DEFINITION OF TERMS
1.01 Whenever used in this Agreement, the terms appearing on the Cover Page shall
have the definitions listed there, and the following terms shall have the following
definitions:
A. "Applicable Laws" shall mean any and all laws, regulations, rules, orders,
directives, judgments, decrees, permits, approvals or other applicable
requirements of any governmental entity or agency having jurisdiction that are
applicable to any aspect of this Agreement that are in force on the Effective
Date and as they may be enacted, issued or amended during the Term.
B. "Confidential Information" shall mean all information, whether written or oral,
which Vendor acquires from, through or on behalf of City, directly or indirectly,
or which arises out of this Agreement, concerning performance of this
Agreement or proprietary processes involved performing under this
Agreement, including, without limitation, information concerning past, present
or future business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
performance of this Agreement, except information falling into any of the
following categories:
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1. Information which, at the time of disclosure hereunder, is in the public
domain;
2. Information which, after disclosure hereunder, enters the public domain,
except where such entry is the result of Vendor's or any entity within
Vendor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in Vendor's
possession without limitation regarding disclosure to others; or
4. Information which, subsequent to disclosure hereunder, is obtained by
Vendor from a third party who is lawfully in possession of such information
and not subject to a contractual or fiduciary relationship to City with
respect to said information and who does not require Vendor to agree to
refrain from disclosing such information to others.
C. "Equipment" shall mean the equipment, including all materials, that is listed in
Exhibit A and incorporated herein by this reference.
D. "Premises" shall mean any land or building under City's control or ownership
to which Vendor and its agents and employees are given access in the
performance of this Agreement, and is inclusive of the specific Jobsite where
the Equipment is to be delivered.
ARTICLE 2. PURCHASE OF EQUIPMENT
2.01 Vendor agrees to obtain, sell, and deliver the Equipment and the City agrees to
purchase the Equipment.
ARTICLE 3. DELIVERY OF EQUIPMENT
3.01 Vendor shall deliver the Equipment to the Jobsite. Vendor is responsible for all
costs of full freight, including insurance, to Jobsite. Vendor shall bear all risk of
loss until delivery of the Equipment to the Jobsite.
ARTICLE 4. TIME OF PERFORMANCE
4.01 Vendor shall deliver the Equipment on the Delivery Date, if a single date is
provided, or within the time period specified as the Delivery Date, if a range of
dates is provided.
4.02 Time is of the essence under this Agreement.
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
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ARTICLE 5. COMPENSATION
5.01 In consideration for the Equipment to be provided by Vendor, City agrees to pay
Vendor a sum set forth on the Cover Page and Vendor agrees to accept in full
satisfaction for such Equipment, the sum set forth on the Cover Page.
Entire Compensation
5.02 The Compensation is full and complete compensation, and constitutes the entire
compensation due Vendor for the Equipment and any and all of Vendor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Compensation
.includes without limitation, customs duties, delivery, insurance, tax and all other
direct and indirect costs and expenses incurred or to be incurred by Vendor. The
Compensation is not subject to escalation for any reason except as expressly set
forth in this Agreement. No adjustments in the Compensation shall be made as a
result of changes in the value of any currency. The Compensation shall only be
adjusted by formal, written amendment by both Parties to this Agreement.
Payment of Compensation
5.03 City shall make payment to Vendor within thirty (30) days of acceptance of the
Equipment and approval of an invoice prepared in accordance with City
requirements.
ARTICLE 6. INDEMNIFICATION
6.01 To the fullest extent permitted by law, Vendor shall defend, indemnify and hold
harmless City and its elected officials, officers, agents, employees, and
volunteers from any and all claims, suits, actions, demands, damages, liabilities,
expenses, judgments, settlements, penalties, losses, fines, and all costs and
expenses incurred in connection therewith, including without limitation, interest,
reasonable attorney's fees and all costs of defense, arising out of, resulting from,
connected with or attributable to the intentional, reckless, negligent, or otherwise
wrongful acts, errors, or omissions of Vendor or its employees or agents in the
performance of this Agreement, including without limitation: (1) a breach by
Vendor of any representation or provision contained in this Agreement, (2) any
claim that any software program or other product used or furnished by Vendor in
the performance of this Agreement constitutes an infringement of any United
States patent or copyright, (3) fines or penalties arising out of Vendor's failure to
perform the obligations imposed upon it by any provision in this Agreement, or
(4) Equipment found to be defective or not in accordance with this Agreement.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS AGREEMENT.
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Indemnity Process
6.02 The City shall notify Vendor in writing of any suits, claims or demands covered by
any indemnity contained in this Agreement. Promptly after receipt of such notice,
Vendor shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Vendor fails, within a reasonable time after receipt of such
notice, to assume the defense with counsel reasonably satisfactory to City, or if,
in the reasonable judgment of City, a direct or indirect conflict of interest exists
between the parties with respect to the claim, or if in the sole judgment of City the
assumption and conduct of the defense by Vendor would materially and
adversely affect City in any manner or prejudice its ability to conduct a successful
defense, then the City shall have the right to undertake the defense, compromise
and settlement of such claim for the account and at the expense of Vendor.
Notwithstanding the above, if the City in its sole discretion so elects, City may
also participate in the defense of such actions by employing counsel at its
expense, without waiving the Vendor's obligations to indemnify or defend.
Vendor shall not settle or compromise any claim or consent to the entry of any
judgment without the prior written consent of the City or an unconditional release
of all liability by each. claimant or plaintiff to the City.
ARTICLE 7. REPRESENTATIONS OF VENDOR
7.01 Vendor represents that it has read and understands this Agreement.
7.02 Vendor represents that it employs or has available for employment in sufficient
numbers, at its own expense, all unskilled, skilled, administrative, supervisory,
professional and managerial or other personnel required to obtain, sell, and
deliver the Equipment as required by this Agreement and at all times shall be
responsible for the actions of such personnel.
7.03 Vendor declares and states that it has complied with and will continue to comply
with all federal, state, and local laws regarding business permits and licenses
that may be required under this Agreement.
7.04 Vendor represents that it presently has no interest and shall not have any
interest, direct or indirect, which would conflict in any manner with the
performance of this Agreement. No person having any such interest shall be
employed by or be associated with Vendor.
7.05 The person or persons executing this Agreement on behalf of Vendor warrant
and represent that they have the authority to execute this Agreement on behalf of
Vendor and have the authority to bind Vendor to the performance of its
obligations hereunder.
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11/3/09 Rev. 1
ARTICLE 8. NO ASSIGNMENT OR SUBCONTRACTING
8.01 This Agreement may not be assigned in whole or in part by Vendor, nor may
Vendor delegate or subcontract its duties in whole or in part, without the prior
written consent of City. Any assignment or delegation or subcontract in violation
of this Section shall, at City's sole discretion, be void and of no effect. Consent
by City shall not relieve Vendor of responsibility for performance of Vendor's
obligations hereunder. Vendor is fully responsible to City for the performance of
any and all subcontractors.
ARTICLE 9. TREATMENT OF CONFIDENTIAL INFORMATION
9.01 Except as otherwise required by law, for ten (10) years after the effective date of
this Agreement, Vendor shall (1) refrain from using any Confidential Information
except in connection with performance of this Agreement, (2) refrain from
disclosing Confidential Information to any third party other than to employees of
Vendor who require it in performance of this Agreement and such other third
persons as City may authorize in writing. If disclosure to a third person is so
authorized, Vendor shall enter into with said person a confidentiality agreement
containing provisions with respect to use and disclosure of Confidential
Information substantially the same as those contained in this Agreement.
9.02 Vendor shall take reasonable precautions to safeguard any documents
containing Confidential Information which City may supply to Vendor hereunder.
Vendor may copy, in whole or part, such documents to the extent necessary for
the performan-ce-of-fts-4-gre-ement, and-Vendor-shall-return-to-C-ity-upon-t-he-
completion of performance of this Agreement or request by City all such
documents and copies.
9.03 Except as expressly permitted by prior written consent of the City, Vendor and/or
its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Vendor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Vendor has delivered the Equipment pursuant to this
Agreement. Vendor hereby agrees that such Confidential Information and any
documents provided may be used by Vendor and/or its subcontractors only as
authorized by the City. Vendor shall include a provision in its agreements with
subcontractors that binds the subcontractors to this non -disclosure requirement.
9.04 All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Vendor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11/3/09 Rev. 1
Confidential Information provided by businesses located in City, shall be
delivered to the City as they are generated; however, Vendor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
9.05 All reports, information, data and exhibits prepared or assembled by Vendor in
connection with the performance of this Agreement are confidential until released
by the City to the public and Vendor agrees that such documents shall not be
available to any individual or organization without the written consent of the City
prior to such release.
9.06 No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Vendor.
ARTICLE 10. COMPLIANCE WITH AUTHORITY
10.01 Vendor shall comply with all Applicable Laws, including without limitation, the Fair
Labor Standards Act, the Occupational Safety and Health Act and all those
Applicable Laws relating in any way to employment practices and protection of
the environment. Vendor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
10.02 Vendor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Vendor.
ARTICLE 11. WARRANTIES
11.01 Vendor shall obtain for the benefit of the City and assign to the City all
manufacturers' warranties for the Equipment. Vendor shall assemble and deliver
to the City complete copies of all warranties, guarantees, and operating and
maintenance data and all other documentation from all manufacturers pursuant
to this Agreement. Vendor shall assist the City in the enforcement of all such
warranties.
11.02 Vendor warrants that title to Equipment will pass to the City upon delivery at the
Jobsite, free and clear of all liens, claims, security interests or encumbrances,
and that no seller of any Equipment or any portion thereof will retain an interest
therein or an encumbrance thereon.
11.03 Vendor warrants that all Equipment will be FREE FROM DEFECTS IN
MATERIALS AND WORKMANSHIP, COMPLY WITH THE SPECIFICATIONS
PROVIDED BY THE MANUFACTURERS, BE OF GOOD QUALITY AND
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
MERCHANTABILITY, FIT FOR THEIR INTENDED PURPOSES, AND
CONFORM TO ALL APPLICABLE GOVERNMENTAL REGULATIONS,
STATUTES, AND ORDINANCES. The Vendor's warranty shall last fora period,
herein referred to as the 'Warranty Period," of (a) one year from the date the
Equipment is successfully commissioned or (b) such longer period of time as
may be prescribed by law or by the terms of the applicable manufacturers'
warranty. Any Equipment not conforming to these requirements, including
substitutions not approved in writing by City, may be considered defective. In the
event that the test results obtained by either Vendor or the City reveals that any
portion of the Equipment does not meet the City's specifications or the City
identifies any defects in or damage to the Equipment, Vendor shall promptly
repair or replace any defective Equipment; provided, however, that if, in the City's
reasonable discretion, the quantity or quality of the defects are substantial, the
City shall have the option of rejecting the entire shipment of Equipment from
Vendor, and obtaining another vendor to provide the Equipment. Vendor shall be
responsible for all direct and indirect costs that may be incurred by the City in
connection with the rejection and/or replacement of damaged or defective
Equipment, including any and all damages caused to the City's existing
equipment, storage and/or system by the use of defective Equipment provided by
Vendor.
11.04 VENDOR, AT ITS COST, SHALL PROMPTLY REPAIR OR REPLACE OR
CAUSE THE MANUFACTURER TO REPAIR OR REPLACE EQUIPMENT
REJECTED BY THE CITY AS DEFECTIVE OR AS FAILING TO CONFORM TO
THIS AGREEMENT IF REPORTED TO VENDOR WITHIN THE WARRANTY
PERIOD. The City shall give notice promptly after discovery of a defective
condition. A new Warranty Period shall commence for replaced Equipment on
the date the replacement was made. Vendor's obligations hereunder shall
include the obligation to repair any damage to other property caused by the
defective Equipment or the repair thereof.
11.05 Vendor shall provide any software upgrades that become available during the
Warranty Period and that are supportable by the Equipment purchased under
this Agreement, at no additional charge to the City.
11.06 The foregoing warranties shall survive any termination of this Agreement and
delivery of the Equipment, and are in addition to, and not in lieu.of, any and all
other liability imposed upon Vendor by law with respect to Vendor's duties,
obligations and performance hereunder.
ARTICLE 12. TERMINATION OF AGREEMENT
Non -Default Termination
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
12.01 City, at its sole discretion, may terminate this Agreement upon three (3) days
written notice to Vendor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the three (3) day period after such
notice is sent, the parties shall continue to act toward each other in good faith. In
this instance, Vendor agrees that City shall be liable only for costs of labor
actually expended and materials actually used. In the event of any termination of
this Agreement, Vendor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Agreement or any other damages because of such
termination or reduction.
Termination on Occurrence of Stated Events
12.02 This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Vendor; or
C. Assignment of this Agreement by Vendor without City's written consent.
Termination for Default
12.03 If Vendor defaults in the performance of this Agreement or materially breaches
any of its provisions, City may immediately terminate this Agreement by giving
written notification to Vendor indicating the effective date of such termination.
Termination will take effect immediately upon the date specified in the
notification.
12.04 In the event of any termination of this Agreement, Vendor shall not be entitled to
damages for loss of profits for the unexecuted portion of the Agreement or any
other damages because of such termination or reduction.
ARTICLE 13. GENERAL PROVISIONS
Waiver
13.01 The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise
any right it may have hereunder operate as a waiver of any breach or default of
such a right. The failure of either party to this Agreement to exercise any of its
rights under this Agreement does not constitute a breach thereof and shall not be
deemed to be a waiver of such rights or a waiver of any subsequent breach. No
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
waiver, benefit, privilege, or service voluntarily given or performed by a party
shall give the other party any contractual rights by custom, estoppel, or
otherwise.
Notices
13.02 All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by certified mail (return receipt requested) or
other delivery service which provides evidence of delivery using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information —
Vendor," as appropriate, or at such other address as may be furnished by either
party to the other in writing. Mailed notices will be deemed communicated as of
the day of receipt.
Entire Agreement of the Parties
13.03 This Agreement supersedes any and all agreements, either oral or written,
between the parties with respect to the Equipment to be provided by Vendor
under this Agreement and contains all of the representations, covenants, and
agreements between the parties with respect to the subject matter of this
Agreement. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding.
Exhibits; Precedence
13.04 All documents referenced as exhibits or as the Cover Page in this Agreement are
hereby incorporated in this Agreement. In the event of any material discrepancy
between this Agreement and any of the exhibits incorporated by reference, the
.provisions of this Agreement shall prevail.
Partial Invalidity
13.05 If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
continue in full force and effect without being impaired or invalidated in any way.
Law and Arbitration
13.06 Any dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this agreement to arbitrate, shall
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11/3/09 Rev. 1
be determined by arbitration in the Los Angeles, California, before three
arbitrators. At the option of the first to commence an arbitration, the arbitration
shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. Judgment on the award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction.
13.07 Allocation of Fees and Costs: The arbitrator may, in the award, allocate all or part
of the costs of the arbitration, including the fees of the arbitrator and the
reasonable attorneys' fees of the prevailing party.
Attorney's Fees
13.08 In the event a dispute,. claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
Force Majeure
13.09 Neither party shall be considered in default of any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
such party could not reasonably have been expected to avoid and by exercise of
due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable
force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all
reasonable dispatch.
Modification
13.10 Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Vendor and
the City and approved as to form by the City Attorney. Vendor expressly waives
all claims for compensation based upon quantum meruit, implied contract or oral
contract.
City Not Obligated to Third Parties
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
13.11 City shall not be obligated or liable under this Agreement to any party other than
Vendor.
Headings and Captions
13.12 The headings and captions used in this Agreement are for convenience only and
shall in no way define, limit or describe the scope or intent of the Agreement or
any part thereof.
Counterparts
13.13 This Agreement may be executed in counterpart originals, each of which is
deemed to be an original for all purposes.
Duplicate Originals
13.14 This Agreement may be executed in duplicate originals, each of which is deemed
to be an original for all purposes.
Reservation of Rights
13.15 City reserves the right to award similar contracts to multiple Vendors to ensure
the City has adequate services.
[Signatures begin next page]
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City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
IN WITNESS WHEREOF, the parties have executed the Agreement as of the
date and year first written above.
City:
City of Vernon
Mayor / Mayor Pro-Tem
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
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Vendor:
N R G Systems, Inc.
Name:
Title:
Name:
Title:
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
Exhibit "A"
Equipment to be Purchased
Tower R-3 Equipment:
(1) 4289 NRG SymphoniePLUS Logger with (1) MMC and accessories
(1) 3159 Symphonie Shelter Box with Hose Clamps
(1) 4033 Symphonie iPack for Iridium Satellite Phone, W/400 Minutes, w/PV
(4) 1900 NRG #40C Anemometer, Calibrated, With Boot
(2) 1904 NRG #200P Wind Direction Vane, 10K, With Boot
(6) 3390 Boom, Side, 1.53m(60.5"), Galy, with clamps
(2) 1932 Sensor Cable, 2C, 20Ga, 35m (I IS'), for 30m level
(2) 1930 Sensor Cable, 2C, 20Ga, 13.1 m (43'), for 10m level
(1) 1937 Sensor Cable, 3C, 20Ga, 35m (116), for30m level
(1) 1935 Sensor Cable, 3C, 20Ga, 13.1m (43'), for 10m level
Towers P1 - P4 Equipment:
(20) 1900 NRG #40C Anemometer, Calibrated, With Boot
(8) 1904 NRG #200P Wind Direction Vane, 10K, With Boot
(8) 2276 Sensor Cable, 2C, 20Ga, 67m (220% for 60m level
(8) 1934 Sensor Cable, 2C, 20Ga, 56.5m(185'), for 50m level
(4) 1932 Sensor Cable, 2C, 20Ga, 35m (116), for30m level
(4) 2430 Sensor Cable, 3C, 20Ga, 67m (213'), for 60m level
(4) 1939 Sensor Cable, 3C, 20Ga, 56.5m(185% for 50m level
(2) 4270 3 Meter Cable -Iridium, TNC
(2) 4271 Antenna-iridium,3/41PS Mount
(4) 4120 Boom -Mounting, 1.27m (4.16% Iridium Antenna kit
EXHIBIT "B"
NRG Systems, Inc.
110 Riggs Road, P.O. Box 509
Hnesburg, VT 05461 USA
Tet,OD24822265 Fax:(102.482.2272
Mo@r0sysler. com
Sales Quotation
Bit To: City of Vemon
Address: 4305 Santa Fe Ave
Vernon, CA 90058 USA
OuoteNwdw 4k M3T53
Date latarme
Costome10:
Purchase ONerNo: 24m-PI-P4
Salesperson: Paul H. Devzon
SIAPPltgMdW. UPS GROUND
PsymerdTerms Net3adoys
Explradon Date 12MMOOS
Slip TO: City of Vernon
AM. To: TBD
Address`
USA
0-
Pagelaf2
Ken
DescdPUM
Unit
Quantity
UnitPdce
A4Pike
§)ExLPdco($)
4256
Special Packaging or Handing Requbed on This Order
Each
1
0.00
0.00
24m mast re-ltswmerdatbn terns sled here - pack for shaping Separately
4289
------
NRO SgmpWo iPLUS Logger etlh(1) M M C and accessories - ---------------Each
............'
1
1.350.00 -�
.........................
1.350.00
1,350.00
3159
SymphonleShelter Box %MHos9Clemps
Each
1
135.00
135.00
135.00
..................
4033
.--
SymphonlelPeck far Iridium Salellle Pldors, Yy7400...M.inutes--'-,--------
---------
Ea-c-h
'---
1-
•.-
-•-----.
3,45000
3,105.00---
--------
3.,105.._--
00
V'PV
.............................
1900
.. ... .. ..... ... .. ... .....__.-____._.-.__._._..._._.__
NR0Y40CAnemometer,Calilxated,WithBoot-�--�-�-•����-�--.•--•�
Eech
4
--------
285.00
256.50--�----
_..
- 1,026.00
..------------
1904
NR(i i200P Wind Dkecgon Vane,1 p(, W11h Booi
-Each-
Each
-- -' 2
-----
205.00
184.50
369.00
3390
Scam, SIde,1.5'3m(60.5'), OaN, wlh clamps
Eech
6
95.00
9025
541.50
1932
'-------------------'-•--" ------ ----
S-ensor Cade, 2C, 200a, 35m (115�, for 30m level
Eech
2
-----
70.00
66.50
133.00
1930
SenswCade,2C,200a,13.1m(43),fw10mkvel
Each
2
30.00
3000
60.00
'-_.._'-------'
1937
..................'-'-'--'-----_...-'•-'_'_"-'---------..._----------•------------------------------------------
Sensor Cattle, 3C, 2o0a, 35m (115�, for30misvel
Each
1
70.00
70.00
70.00
1935
------'-----------'---•-.._-'--------------
SensorCade,3C,200a,13.1m(43),forl0mlevel
Each
------'-------'-'--'------------••---'
1
30.00
30.00
---------'
30.00
'--------
4256
---------'---'------._. ..-=-'-'----- ----
-BpeclalPackegingorHantllrgRequiredonThlsOrder-�•-�-�---�-��-
- --------'-
Each
1---�����
---------
---"------..._..--_.
-�---0.00
0.00
24m mast re -Instrumentation Kerns end here
P1-P4 mast re-Nstnmettatbn lems start here- packfor shipping separately
1900
- --- - �
NRD id40C Anenomater, Cellbratetl, With Bm1 - - - --- -- � � � � � � ---'-
_Each
--- ------
20--------
-----------
285.00
•--
2-66.50-----------
....
5,130.00
----'--------------'--'----'------------•--•-•--'-'----
----------------
-----------184.50
1,476.00
---- -----------'--'---
2276
--. ---..__•'.-•-'--- -•----'----------
eensor Cede, 2Q 200a, 67rn(220), Mr60m level
Eath
6
----------'---•----------------'
135.00
128.25
1,026.00
.•.`.-'-----------
1g34
- -
Seneca Cada, 2C, 200a, 56.6m(185), fat 50mlevel
-------
Each
-----
8
- --•------------------------•-
11500
109.25
874.00
- -..................'.--'----------------.....-._.----------•--'--------
...
4
70.00
66.50
-266.6.00
-•'.--'---•--
2430
.------------------------------------._.._.
Sensor Cede, 3C..', 200s, 67m (213%for 60m level
Each
4
._.._.----•-----..._
136.00
136.00
.....
540.00
HRG Systems, Inc
110 Riggs Road, P.O Box 509
Hinesburg,rn 05401
Phone: MOO 482.22M Fax (800482-2272
EXHIBIT "B" pg 2
hR0 Systems, Inc.
110 Riggs Road, P.O. Sax 609
Hnesburg, VT 05461 t1,4A
Tet.8024822255 Fax:002.482.2272
tlfe@rrgsystems.com
Sales Quotation
Bill To: Cty of Vernon
Address: 4305 Santa Fe Ave
Vernon, CA 90050 USA
Quote Nurnbor QNlN53
Date: 1111121112111119
Custorre 1D:
Purchase OmerNa 24m4PI-P4
Salesperson: Paul H. Davapon
Shrlpphlgmothott UPSGROUNO
PWmettTerms: Net 39days
Expiration Date 12/28)M
Paget of2
ShipTa CRyorVeman
ANn.Ta TBD
Address:
, LISA
0-
Nam
Dercdp0on
tk* Quaft
unkptce
A6Price
6iEsl.Pdce(S)
1939
Sensor Cable, 3C, 2009, 56."l855, for 50mlevel
Each
4
116.00
115.00
400.00
.
4270
-----'---'-'----'•--'----------- — ----------------------
3MeferCabl"elddWm,TNC
- —
Each
—•----------
2
'-'-------------•-._
" 195.00
390.00
-•-•-..--.---•-•-'----'-------------------
4271
----------'
Antenna-Iddurrt3141PSMourd-�-�--�-�--•�•���•-_�-•"
----
Each
— --------7-"-•-•--....--•-•-•--'-
2
510.00
570.00
----- 1,140.00
4120
----- 6 -------
BoomMourRing-,1.27m(4.16)-,Iddur-nArt-e-nr'a-•kR-•------------
-- -------Each ----------4
105.00----------
105.00-------------
420.00
4256
. -'--'------'-- - -....
Special Packaging a Handing Requked on This Order
.....--'------ ------'----------------
Each
1
Q00
0.00
P1-P4 re -Instrumentation Rams and here
----'----'--------------••-----------------'•-'----._..---------•--•---------'--------•---._..----
2000
Freght, Hsndirg, Iruurence•Dorces--6c
Each
1
--...----------------------•-•---•-'
Q00'
0.00
FOB Hnesburg VT. No charge, Door-lo-Door, courtesy ofNRO Systems, Inc.
-Tears and Condrdonsmust be signed before Net30daysapplIes. Subtotal 578,541.50
- Manufacturing lead 0me Is 3 days as of 1 of 29109
Tmc SD DD
OrandTotal $18,641.60
Currency: US Dollars orty
HRG Systems, Inc
110 Riggs Road, P.O Box509
Hinesburg, Vr 05461
Phone: (WZ 482.223 Fa)r(802J40-2272
-J .
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
November 24, 2009
N R G Systems, Inc.
Attn: Paul Dawson
110 Riggs Road
P.O. Box 509
Hinesburg, VT 05461
Re: Equipment Purchase Agreement
Dear Mr. Dawson:
Transmitted herewith is a fully executed agreement as referenced
above, approved by City Council on November 23, 2009, through
Resolution No. 10,101.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
Nelly G'ro
City Clerk
NG : dj
c: Donal O'Callaghan
Purchasing Department
Resolution No. 10,101
Agreement No. 09-141
E�,-cfusivefy industfid
AGREEMENT BETWEEN THE CITY OF VERNON AND N R G SYSTEMS, INC.
FOR THE PURCHASE OF
EQUIPMENT FOR REFURBISHMENT OF EXISTING METEOROLOGICAL TOWERS
Vendor:
Notice Information - Vendor
Notice Information - City:
Delivery Date:
COVER PAGE
N-R G SYSTEMS, INC.
110 RIGGS ROAD
PO BOX 509
HINESBURG, VT 05461
Attention: Mr. Paul Dawson
Phone: 802-482-2255
Facsimile: 802-482-2272
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: Peter Hervish, Department of Light &
Power
Telephone: 323-583-8811
Facsimile: 323-826-1438
Two Weeks after written notice from the City
regarding location of jobsite.
Jobsite: To be determined by City. City will notify
Vendor in writing of the exact delivery address
after a separate agreement for installation of
the Equipment has been executed.
Compensation: $18,541.50 US Dollars and more particularly
described in Exhibit B
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
AGREEMENT BETWEEN THE CITY OF VERNON AND N R G SYSTEMS, INC. FOR
THE PURCHASE OF
EQUIPMENT FOR REFURBISHMENT OF EXISTING TOWERS
This equipment purchase agreement ("Agreement") is made as of
I'd of 2009 (the "Effective Date"), by and between the City of Vernon, a
Cal fornia charter city and municipal corporation (the "City"), and N R G Systems, Inc., a
Vermont corporation (the "Vendor," collectively with the City, the "Parties").
RECITALS
The City desires to purchase the Equipment listed in Exhibit A from the
Vendor.
The Vendor has advised the City that it is qualified and capable of
providing the Equipment described in Exhibit A, and is willing to do so on the terms and
conditions set forth below.
The Parties agree as follows:
ARTICLE 1. DEFINITION OF TERMS
1.01 Whenever used in this Agreement, the terms appearing on the Cover Page shall
have the definitions listed there, and the following terms shall have the following
definitions:
A. "Applicable Laws" shall mean any and all laws, regulations, rules, orders,
directives, judgments, decrees, permits, approvals or other applicable
requirements of any governmental entity or agency having jurisdiction that are
applicable to any aspect of this Agreement that are in force on the Effective
Date and as they may be enacted, issued or amended during the Term.
B. "Confidential Information" shall mean all information, whether written or oral,
which Vendor acquires from, through or on behalf of City, directly or indirectly,
or which arises out of this Agreement, concerning performance of this
Agreement or proprietary processes involved performing under this
Agreement, including, without limitation, information concerning past, present
or future business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
performance of this Agreement, except information falling into any of the
following categories:
2
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
Information which, at the time of disclosure hereunder, is in the public
domain;
2. Information which, after disclosure hereunder, enters the public domain,
except where such entry is the result of Vendor's or any entity within
Vendor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in Vendor's
possession without limitation regarding disclosure to others; or
4. Information which, subsequent to disclosure hereunder, is obtained by
Vendor from a third party who is lawfully in possession of such information
and not subject to a contractual or fiduciary relationship to City with
respect to said information and who does not require Vendor to agree to
refrain from disclosing such information to others.
C. "Equipment" shall mean the equipment, including all materials, that is listed in
Exhibit A and incorporated herein by this reference.
D. "Premises" shall mean any land or building under City's control or ownership
to which Vendor and its agents and employees are given access in the
performance of this Agreement, and is inclusive of the specific Jobsite where
the Equipment is to be delivered.
ARTICLE 2. PURCHASE OF EQUIPMENT
2.01 Vendor agrees to obtain, sell, and deliver the Equipment and the City agrees to
purchase the Equipment.
ARTICLE 3. DELIVERY OF EQUIPMENT
3.01 Vendor shall deliver the Equipment to the Jobsite. Vendor is responsible for all
costs of full freight, including insurance, to Jobsite. Vendor shall bear all risk of
loss until delivery of the Equipment to the Jobsite.
ARTICLE 4. TIME OF PERFORMANCE
4.01 Vendor shall deliver the Equipment on the Delivery Date, if a single date is
provided, or within the time period specified as the Delivery Date, if a range of
dates is provided.
4.02 Time is of the essence under this Agreement.
3
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
ARTICLE 5. COMPENSATION
5.01 In consideration for the Equipment to be provided by Vendor, City agrees to pay
Vendor a sum set forth on the Cover Page and Vendor agrees to accept in full
satisfaction for such Equipment, the sum set forth on the Cover Page.
Entire Compensation
5.02 The Compensation is full and complete compensation, and constitutes the entire
compensation due Vendor for the Equipment and any and all of Vendor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Compensation
includes without limitation, customs duties, delivery, insurance, tax and all other
direct and indirect costs and expenses incurred or to be incurred by Vendor. The
Compensation is not subject to escalation for any reason except as expressly set
forth in this Agreement. No adjustments in the Compensation shall be made as a
result of changes in the value of any currency. The Compensation shall only be
adjusted by formal, written amendment by both Parties to this Agreement.
Payment of Compensation
5.03 City shall make payment to Vendor within thirty (30) days of acceptance of the
Equipment and approval of an invoice prepared in accordance with City
requirements.
ARTICLE 6. INDEMNIFICATION
6.01 To the fullest extent permitted by law, Vendor shall defend, indemnify and hold
harmless City and its elected officials, officers, agents, employees, and
volunteers from any and all claims, suits, actions, demands, damages, liabilities,
expenses, judgments, settlements, penalties, losses, fines, and all costs and
expenses incurred in connection therewith, including without limitation, interest,
reasonable attorney's fees and all costs of defense, arising out of, resulting from,
connected with or attributable to the intentional, reckless, negligent, or otherwise
wrongful acts, errors, or omissions of Vendor or its employees or agents in the
performance of this Agreement, including without limitation: (1) a breach by
Vendor of any representation or provision contained in this Agreement, (2) any
claim that any software program or other product used or furnished by Vendor in
the performance of this Agreement constitutes an infringement of any United
States patent or copyright, (3) fines or penalties arising out of Vendor's failure to
perform the obligations imposed upon it by any provision in this Agreement, or
(4) Equipment found to be defective or not in accordance with this Agreement.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS AGREEMENT.
►I!
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11/3/09 Rev. 1
Indemnity Process
6.02 The City shall notify Vendor in writing of any suits, claims or demands covered by
any indemnity contained in this Agreement. Promptly after receipt of such notice,
Vendor shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Vendor fails, within a reasonable time after receipt of such
notice, to assume the defense with counsel reasonably satisfactory to City, or if,
in the reasonable judgment of City, a direct or indirect conflict of interest exists
between the parties with respect to the claim, or if in the sole judgment of City the
assumption and conduct of the defense by Vendor would materially and
adversely affect City in any manner or prejudice its ability to conduct a successful
defense, then the City shall have the right to undertake the defense, compromise
and settlement of such claim for the account and at the expense of Vendor.
Notwithstanding the above, if the City in its sole discretion so elects, City may
also participate in the defense of such actions by employing counsel at its
expense, without waiving the Vendor's obligations to indemnify or defend.
Vendor shall not settle or compromise any claim or consent to the entry of any
judgment without the prior written consent of the City or an unconditional release
of all liability by each claimant or plaintiff to the City.
ARTICLE 7. REPRESENTATIONS OF VENDOR
7.01 Vendor represents that it has read and understands this Agreement.
7.02 Vendor represents that it employs or has available for employment in sufficient
numbers, at its own expense, all unskilled, skilled, administrative, supervisory,
professional and managerial or other personnel required to obtain, sell, and
deliver the Equipment as required by this Agreement and at all times shall be
responsible for the actions of such personnel.
7.03 Vendor declares and states that it has complied with and will continue to comply
with all federal, state, and local laws regarding business permits and license's
that may be required under this Agreement.
7.04 Vendor represents that it presently has no interest and shall not have any
interest, direct or indirect, which would conflict in any manner with the
performance of this Agreement. No person having any such interest shall be
employed by or be associated with Vendor.
7.05 The person or persons executing this Agreement on behalf of Vendor warrant
and represent that they have the authority to execute this Agreement on behalf of
Vendor and have the authority to bind Vendor to the performance of its
obligations hereunder.
5
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3109 Rev. 1
ARTICLE 8. NO ASSIGNMENT OR SUBCONTRACTING
8.01 This Agreement may not be assigned in whole or in part by Vendor, nor may
Vendor delegate or subcontract its duties in whole or in part, without the prior
written consent of City. Any assignment or delegation or subcontract in violation
of this Section shall, at City's sole discretion, be void and of no effect. Consent
by City shall not relieve Vendor of responsibility for performance of Vendor's
obligations hereunder. Vendor is fully responsible to City for the performance of
any and all subcontractors.
ARTICLE 9. TREATMENT OF CONFIDENTIAL INFORMATION
9.01 Except as otherwise required by law, for ten (10) years after the effective date of
this Agreement, Vendor shall (1) refrain from using any Confidential Information
except in connection with performance of this Agreement, (2) refrain from
disclosing Confidential Information to any third party other than to employees of
Vendor who require it in performance of this Agreement and such other third
persons as City may authorize in writing. If disclosure to a third person is so
authorized, Vendor shall enter into with said person a confidentiality agreement
containing provisions with respect to use and disclosure of Confidential
Information substantially the same as those contained in this Agreement.
9.02 Vendor shall take reasonable precautions to safeguard any documents
containing Confidential Information which City may supply to Vendor hereunder.
Vendor may copy, in whole or part, such documents to the extent necessary for
the performance of this Agreement, and Vendor shall return to City upon the
completion of performance of this Agreement or request by City all such
documents and copies.
9.03 Except as expressly permitted by prior written consent of the City, Vendor and/or
its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Vendor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Vendor has delivered the Equipment pursuant to this
Agreement. Vendor hereby agrees that such Confidential Information and any
documents provided may be used by Vendor and/or its subcontractors only as
authorized by the City. Vendor shall include a provision in its agreements with
subcontractors that binds the subcontractors to this non -disclosure requirement.
9.04 All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Vendor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
6
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3109 Rev. 1
Confidential Information provided by businesses located in City, shall be
delivered to the City as they are generated; however, Vendor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
9.05 All reports, information, data and exhibits prepared or assembled by Vendor in
connection with the performance of this Agreement are confidential until released
by the City to the public and Vendor agrees that such documents shall not be
available to any individual or organization without the written consent of the City
prior to such release.
9.06 No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Vendor.
ARTICLE 10. COMPLIANCE WITH AUTHORITY
10.01 Vendor shall comply with all Applicable Laws, including without limitation, the Fair
Labor Standards Act, the Occupational Safety and Health Act and all those
Applicable Laws relating in any way to employment practices and protection of
the environment. Vendor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
10.02 Vendor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Vendor.
ARTICLE 11. WARRANTIES
11.01 Vendor shall obtain for the benefit of the City and assign to the City all
manufacturers' warranties for the Equipment. Vendor shall assemble and deliver
to the City complete copies of all warranties, guarantees, and operating and
maintenance data and all other documentation from all manufacturers pursuant
to this Agreement. Vendor shall assist the City in'the enforcement of all such
warranties.
11.02 Vendor warrants that title to Equipment will pass to the City upon delivery at the
Jobsite, free and clear of all liens, claims, security interests or encumbrances,
and that no seller of any Equipment or any portion thereof will retain an interest
therein or an encumbrance thereon.
11.03 Vendor warrants that all Equipment will be FREE FROM DEFECTS IN
MATERIALS AND WORKMANSHIP, COMPLY WITH THE SPECIFICATIONS
PROVIDED BY THE MANUFACTURERS, BE OF GOOD QUALITY AND
7
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
MERCHANTABILITY, FIT FOR THEIR INTENDED PURPOSES, AND
CONFORM TO ALL APPLICABLE GOVERNMENTAL REGULATIONS,
STATUTES, AND ORDINANCES. The Vendor's warranty shall last for a period,
herein referred to as the "Warranty Period," of (a) one year from the date the
Equipment is successfully commissioned or (b) such longer period of time as
may be prescribed by law or by the terms of the applicable manufacturers'
warranty. Any Equipment not conforming to these requirements, including
substitutions not approved in writing by City, may be considered defective. In the
event that the test results obtained by either Vendor or the City reveals that any
portion of the Equipment does not meet the City's specifications or the City
identifies any defects in or damage to the Equipment, Vendor shall promptly
repair or replace any defective Equipment; provided, however, that if, in the City's
reasonable discretion, the quantity or quality of the defects are substantial, the
City shall have the option of rejecting the entire shipment of Equipment from
Vendor, and obtaining another vendor to provide the Equipment. Vendor shall be
responsible for all direct and indirect costs that may be incurred by the City in
connection with the rejection and/or replacement of damaged or defective
Equipment, including any and all damages caused to the City's existing
equipment, storage and/or system by the use of defective Equipment provided by
Vendor.
11.04 VENDOR, AT ITS COST, SHALL PROMPTLY REPAIR OR REPLACE OR
CAUSE THE MANUFACTURER TO REPAIR OR REPLACE EQUIPMENT
REJECTED BY THE CITY AS DEFECTIVE OR AS FAILING TO CONFORM TO
THIS AGREEMENT IF REPORTED TO VENDOR WITHIN THE WARRANTY
PERIOD. The City shall give notice promptly after discovery of a defective
condition. A new Warranty Period shall commence for replaced Equipment on
the date the replacement was made. Vendor's obligations hereunder shall
include the obligation to repair any damage to other property caused by the
defective Equipment or the repair thereof.
11,05 Vendor shall provide any software upgrades that become available during the
Warranty Period and that are supportable by the Equipment purchased under
this Agreement, at no additional charge to the City.
11.06 The foregoing warranties shall survive any termination of this Agreement and
delivery of the Equipment, and are in addition to, and not in lieu of, any and all
other liability imposed upon Vendor by law with respect to Vendor's duties,
obligations and performance hereunder.
ARTICLE 12. TERMINATION OF AGREEMENT
Non -Default Termination
8
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
12.01 City, at its sole discretion, may terminate this Agreement upon three (3) days
written notice to Vendor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the three (3) day period after such
notice is sent, the parties shall continue to act toward each other in good faith. In
this instance, Vendor agrees that City shall be liable only for costs of labor
actually expended and materials actually used. In the event of any termination of
this Agreement, Vendor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Agreement or any other damages because of such
termination or reduction.
Termination on Occurrence of Stated Events
12.02 This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Vendor; or
C. Assignment of this Agreement by Vendor without City's written consent.
Termination for Default
12.03 If Vendor defaults in the performance of this Agreement or materially breaches
any of its provisions, City may immediately terminate this Agreement by giving
written notification to Vendor indicating the effective date of such termination.
Termination will take effect immediately upon the date specified in the
notification.
12.04 In the event of any termination of this Agreement, Vendor shall not be entitled to
damages for loss of profits for the unexecuted portion of the Agreement or any
other damages because of such termination or reduction.
ARTICLE 13. GENERAL PROVISIONS
Waiver
13.01 The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise
any right it may have hereunder operate as a waiver of any breach or default of
such a right. The failure of either party to this Agreement to exercise any of its
rights under this Agreement does not constitute a breach thereof and shall not be
deemed to be a waiver of such rights or a waiver of any subsequent breach. No
9
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11/3/09 Rev. 1
waiver, benefit, privilege, or service voluntarily given or performed by a party
shall give the other party any contractual rights by custom, estoppel, or
otherwise.
Notices
13.02 All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by certified mail (return receipt requested) or
other delivery service which provides evidence of delivery using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information —
Vendor," as appropriate, or at such other address as may be furnished by either
party to the other in writing. Mailed notices will be deemed communicated as of
the day of receipt.
Entire Agreement of the Parties
13.03 This Agreement supersedes any and all agreements, either oral or written,
between the parties with respect to the Equipment to be provided by Vendor
under this Agreement and contains all of the representations, covenants, and
agreements between the parties with respect to the subject matter of this
Agreement. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding.
Exhibits; Precedence
13.04 All documents referenced as exhibits or as the Cover Page in this Agreement are
hereby incorporated in this Agreement. In the event of any material discrepancy
between this Agreement and any of the exhibits incorporated by reference, the
provisions of this Agreement shall prevail.
Partial Invalidity
13.05 If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
continue in full force and effect without being impaired or invalidated in any way.
Law and Arbitration
13.06 Any dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this agreement to arbitrate, shall
10
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
be determined by arbitration in the Los Angeles, California, before three
arbitrators. At the option of the first to commence an arbitration, the arbitration
shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. Judgment on the award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction.
13.07 Allocation of Fees and Costs: The arbitrator may, in the award, allocate all or part
of the costs of the arbitration, including the fees of the arbitrator and the
reasonable attorneys' fees of the prevailing party.
Attorney's Fees
13.08 In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
Force Majeure
13.09 Neither party shall be considered in default of any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
such party could not reasonably have been expected to avoid and by exercise of
due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable
force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all
reasonable dispatch.
Modification
13.10 Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Vendor and
the City and approved as to form by the City Attorney. Vendor expressly waives
all claims for compensation based upon quantum meruit, implied contract or oral
contract.
City Not Obligated to Third Parties
11
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
1113/09 Rev. 1
13.11 City shall not be obligated or liable under this Agreement to any party other than
Vendor.
Headings and Captions
13.12 The headings and captions used in this Agreement are for convenience only and
shall in no way define, limit or describe the scope or intent of the Agreement or
any part thereof.
Counterparts
13.13 This Agreement may be executed in counterpart originals, each of which is
deemed to be an original for all purposes.
Duplicate Originals
13.14 This Agreement may be executed in duplicate originals, each of which is deemed
to be an original for all purposes.
Reservation of Rights
13.15 City reserves the right to award similar contracts to multiple Vendors to ensure
the City has adequate services.
[Signatures begin next page]
12
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
IN WITNESS WHEREOF, the parties have executed the Agreement as of the
date and year first written above.
City:
City of Vernon
Mayor / Mayor Pro-Tem
ATTEST:
Manuela Giron, C' y Clerk
APPROVED
Laurence S
3 TO FORM:
iener, City Attorney
Vendor:
N R G Systems, Inc.
Name: aRDO
Title: C7--,3!�P-+-€5 t&," C& a
Name:
Title:
13
City of Vernon
Equipment Purchase Agreement
October, 26, 2009
11 /3/09 Rev. 1
EXHIBIT A
Exhibit "A"
Equipment to be Purchased
Tower R-3 Equipment:
(1) 4289 NRG SymphoniePLUS Logger with (1) MMC and accessories
(1) 3159 Symphonie Shelter Box with Hose Clamps
(1) 4033 Symphonie iPack for Iridium Satellite Phone, W/400 Minutes, w/PV
(4) 1900 NRG #40C Anemometer, Calibrated, With Boot
(2) 1904 NRG #200P Wind Direction Vane, 1OK, With Boot
(6) 3390 Boom, Side, 1.53m(60.5"), Galy, with clamps
(2) 1932 Sensor Cable, 2C, 20Ga, 35m (115'), for 30m level
(2) 1930 Sensor Cable, 2C, 20Ga, 13.1 m (43'), for 10m level
(1) 1937 Sensor Cable, 3C, 20Ga, 35m (115'), for 30m level
(1) 1935 Sensor Cable, 3C, 20Ga, 13.1m (43'), for 10m level
Towers P1 - P4 Equipment:
(20) 1900 NRG #40C Anemometer, Calibrated, With Boot
(8) 1904 NRG #200P Wind Direction Vane, 10K, With Boot
(8) 2276 Sensor Cable, 2C, 20Ga, 67m (220'), for 60m level
(8) 1934 Sensor Cable, 2C, 20Ga, 56.5m(185'), for 50m level
(4) 1932 Sensor Cable, 2C, 20Ga, 35m (115'), for 30m level
(4) 2430 Sensor Cable, 3C, 20Ga, 67m (213'), for 60m level
(4) 1939 Sensor Cable, 3C, 20Ga, 56.5m(185'), for 50m level
(2) 4270 3 Meter Cable -Iridium, TNC
(2) 4271 Antenna-Iridium,3/41PS Mount
(4) 4120 Boom -Mounting, 1.27m (4.16'), Iridium Antenna kit
EXHIBIT B
EXHIBIT "B"
NRG Systems,
110 Riggs Road, P'0 .Box 509r
Hnesburg, VT 05461 USA,
Tel. 002.4022255 Faxr 002.4824272'
lnfo@nrgsNems.6drn,
Sales, Quotation
Big To: Cltq of Vernon:
Address: 4305 Santa Fe Ave:
Vernon, CA 9005E USA
Quote Mumber 00013753
Late: 02912009
Customer.ID:
Purchase'Order.Mcr. 24m+P:1 P4_.
Salesper$on? Paul 11 Dawson]
Shippinj Method: UPS GROUND
Paymerd'TeSnis: 'Met 30'Oays,
Expiration Date 12128P,2009
Ra go of:2
Ship To - C9y of Vernon
Min. To: TBD
Address;
USA
0,
Kern
Description
.Unit
Quantity
Umt Pffco
Adj.:Price.
($)Ext. Price($):
4266
Special Packaging or Handling:RegUlred 6nJhis Order'
J ach
1
0.00_
,OAO'+
24m most re Instrumaptatrhq items start here -pack for shipping separately
4289
NRG $ymphonlePLUS• Loggerwtlh (1)•MMC: and accessories
Each
- 1
1,350 00
` 1,350 00
1,350."06:
3159
Symphonic Shelter Box wrath Hose Clamps
Each
I
135.00
135.00
4'6
Symphonie iPack for Iridium Satellite Phone,W/400Mlnutas
Each
1
3,450 00
31115 00
3,105.00;:
w1PV
11. 900
NRO #40C AnemorralerrCalibrated, With Boot - -
Each'
4
285.00
- 25650
- - 1.026.00[.
1904r
NRG #200P Wind Direction Vane, 10K Witli.Boot -
Each
2
20500
- 104,50
- 369 OP..
339d
Boom, Slde,153m(605,), Daly. withlaamps "�--
Each
'6
95.00
9025
1932:,
-Sensor Cable, 2C 200a, 35m-(115%for 30m level
Each
2
70,00
�'✓ 6G50
13300'
1930'-�
SenSOY Cable 2C, 20Ga,13.1m (43) for10m level - -
Each
_' 2
3000
3900
-- 6000:
193T-
Sensor Cable 3G, 20Ga, 35m{115�) for301m, level
Each
1
7090
70,00
70.00
1936,
BensorGable3G,20Ga,13.1m(43),Lor10)nlevel;
Each
'1
-3000
3000
- 30,00-
425Q
.--------_--._. .. _- ... ..-_._.-:._
SpBclet Packaging cr Handling Requlred on Thls Otder+
._..._---.._..
Each
e-._
_ 1
-- ----.. ._
_
000
.: _..>___ ---
-�- '0 00-
24m mast re-instrurrentatlon gems end hera:
P1-P4 mast re-instrumerd0ion:items start here, pack for shipping separately
1900.
NRG tW OC Anerriometer, Cafiorated, Wlth B9e3
Each
20
265.00
25850
5,130.00{
1904
NRO #2DOP Wind Direction Vane 10K, Witn'Beot
Each
- B
205 00
164.50
1 476.00i
2276
Sensor Cable, 2C, 20Ga, 67m.(220), fur BOm level .
Each
9
135 00
126,25 --
1,02600=
1934:
Sensor Cable, 20, 200a, 66.5m(1 B5), for 50m level `
Each
B
115.00
109:25
874 00.-
1932:
Sensor Cable, 2C, 200a, 35m (116), for 30m level
Each
4
70.00
6050
266.00
2430
Sensor Cable, 3C, 20Ga, 67m-(213), for 60m level
Each
- 4
136.00
135.00_
540.00'
NRG Systems, Inc:
110.Riggs Road.; P,08ox509°
Rlnesburg.1lF05461
Phorw (800 482-2255 Fax (800482 2272-
/; i0/
RECEIVED APPROVED NOV 2 3 b9 CITY. COUNCIL
NOV 17 2009 40
rs rl FRK'S OFFICE STAFF REPORT
LIGHT & POWER
DATE: November 17, 2009
TO: Honorable Mayor and City Council
FROM: Donal O'Callaghan, Director of Light & Power
RE: Agreement with N R G Systems, Inc. for the Purchase of Equipment for
Refurbishment of Existing Meteorological Towers
In order to properly assess and map the essential wind components at the City of
Vernon property in Kern County, California, the City needs to purchase and/or refurbish
a total of 18 meteorological towers. Upon the City Engineer's recommendation, the City
will purchase 13 new towers and refurbish 5 existing towers. The agreement with N R
G Systems Inc. covers only the material required to refurbish the existing 5 MET towers.
To accomplish the aforementioned scope, the City must purchase the following
equipment, at a purchase cost not to exceed $18,541.50:
• Five (5) new #40cs and 2 new #200Ps sensors, new cables (one set for each
tower, 2c: 2x60-m, 2*50-m, 1 x30-m, 3C- 1 x60-m, 1 x50-m cables) and two new
Satellite antennas for the existing PI to P4 MET towers ;
• A new data logger, iPack, sensors, cables and booms for the R3 MET tower;
• LiCor Pyranometers; and
• Barometric Pressure Sensors.
Recommendation:
recommend the City Council approve the attached purchase agreement with N R G
Systems, Inc. at the City Council meeting to be held on Monday, November 23, 2009. If
you need additional information, please let me know.
Fiscal impact: 1P
11114 �
The requested amount f $18,541.50 was not budgeted for in the 2009/2010 capital
budget. It is recommended the amount of funds be allocated to capital budget.
DO: JV
Attachment
FZEC FIVE'
Nov 1 7 2009
BY,
INTEROFFICE 4P
DATE
TO
FROM:
SUBJECT
Light & Power Department
November 17, 2009
Donal O'Callaghan av\,Q\\
Director of Light & Power
Javier Valdez, Senior Business & Accounts
MEMORANDUM
Agreement with N R G Systems, Inc. for the Purchase of Equipment for
Refurbishment of Existing Meteorological Towers
In order to properly assess and map the essential wind components at the City of Vernon
property in Kern County, California, the City needs to purchase and/or refurbish a total of 18
meteorological towers. Upon the City Engineer's recommendation, the City will purchase 13
new towers and refurbish 5 existing towers. The agreement with N R G Systems Inc. covers
only the material required to refurbish the existing 5 MET towers.
To accomplish the aforementioned scope, the City must purchase the following equipment, at a
purchase cost not to exceed $18,541.50:
• Five (5) new #40cs and 2 new #2001s sensors, new cables (one set for each tower, 2c:
2x60-m, 2*50-m, lx30-m, 3C: lx60-m, lx50-m cables) and two new Satellite antennas
for the existing PI to P4 MET towers;
• A new data logger, iPack, sensors, cables and booms for the R3 MET tower;
• LiCor Pyranometers; and
• Barometric Pressure Sensors.
Recommendation:
I recommend the City Council approve the attached purchase agreement with N R G
Systems, Inc. at the City Council meeting to be held on Monday, November 23, 2009. If you
need additional information, please let me know.
Please let me know if I can provide you with any additional information.
DOC: JV
Attachments _
.4
cc: Project Control
Document Control — NWSP 13.0300 NOV 7 2009
BY:_
: �- t _30
CITY ATTORNEY'S OFFICE
MEMORANDUM
To: Donal O'Callaghan, City Administrator
FROM: Diana H. Varat, Assistant City Attorney
Cc: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Peter Hervish, Department of Light & Power
Javier Valdez, Department of Light & Power
DATE: November 17, 2009
SUBJECT: Agreements with N R G Systems Inc. - Approved as to Form
The City Attorney's office has reviewed the agreement with N R G Systems, Inc. for the
purchase of equipment to refurbish existing meteorological towers, and approved it as to form.
12720-0007\1188153vl.aoc
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
November 30, 2009
County of Los Angeles Department
of Registrar -Recorder
County Clerk's Office - Room 2001
12400 Imperial Highway
Norwalk, CA 90650
Re: Posting of a Notice of Exemption for Refurbishment of
Meteorological Towers and Installation and Maintenance of
Anabat SD1 Bat Detectors with ST1 Microphones
Dear Sir or Madam:
On November 23, 2009, by Resolution Nos. 10,101 and 10,107, the City
Council of the City of Vernon authorized the refurbishment of
Meteorological Towers and the installation and maintenance of a
Anabat SD1 Bat Detectors with ST 1 microphones.
Enclosed is the original and one copy of the Notice of Exemption and
a check in the sum of $75.00.
Please return the conformed copy of the Notice and a confirmation of
the posting period in the self-addressed, stamped envelope provided
for your convenience.
If you have any questions, please do not hesitate to call me.
Very truly yours,
, //W, l/� 0v
Jeff A. Harrison
JH:j1
Enclosures ,ot
cc: Ms. Nelly Giron, City Clerk (Resolution Nos. 10,'1-&0-and 10,107)
#Iusivefy Industfiaf
Notice of Exemption
To: County Clerk From: Jeff A. Harrison
Los Angeles County City of Vernon
12400 Imperial Highway 4305 Santa Fe Ave.
Norwalk, CA 90650 Vernon CA, 90058
County Clerk
Kern County
1115 Truxtun Ave.
Bakersfield, CA 93301
Project Title: Refurbishment of Meteorological Towers and Installation and
Maintenance of Anabat SDI Bat Detectors with STI Microphones
Project Location - Specific: Refurbishment of five (5) existing meteorological towers with new
components and installation and maintenance of eighteen (18)
Anabat SDI Bat Detectors with ST1 Microphones, in the
Tehachapi Wind Resource Area which is 15 miles north of
Tehachapi, California in south-central Kern County, and is more
specifically shown on the attached map.
Project Location — City:
Unincorporated Project Location — County: Kern
Description of Nature,
The project is the refurbishment of five existing meteorological
Purpose and
towers with new components in the Tehachapi Wind Resource
Beneficiaries of
Area to allow the City of Vernon to collect meteorological data.
Project:
The project also includes the installation and maintenance of
eighteen (18) Anabat SDI Bat Detectors with ST1 Microphones in
conjunction with the meteorological towers in the Tehachapi Wind
Resource Area to allow the City of Vernon to collect information
regarding bats in the project area. The City owns or has rights to a
large amount of property it purchased in Kern County with the
potential for development of a large amount of renewable energy
resources (wind and/or solar electrical generating facilities),
depending on the results of environmental review. The project will
provide data needed to evaluate the project area to determine its
usefulness as a wind electrical generating facility.
Name of Public Agengy
Approving Project:
The City of Vernon
12720-0007\1189128v1.doc
Name of Person or
Agency Carrying Out
Governmental Action:
The City of Vernon
Exempt Status: Categorical Exemption Class 1, Title 14 Code of Regulations
Section 15301: This activity consists of the operation, repair,
maintenance, permitting, leasing, licensing, or minor alteration of
existing public or private structures, facilities, mechanical
equipment, or topographical features, involving negligible or no
expansion of use beyond that existing at the time of the lead
agency's determination.
Categorical Exemption Class 2, Title 14 Code of Regulations
Section 15302: This activity consists of replacement or
reconstruction of existing structures and facilities where the new
structure will be located on the same site as the structure replaced
and will have substantially the same purpose and capacity as the
structure replaced.
Categorical Exemption Class 3, Title 14 Code of Regulations
Section 15303: This activity consists of construction and location
of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
Reasons Whv Proiect
Is Exempt: This project is exempt under Categorical Exemption Class 1 as it
involves operation, repair, maintenance and minor alteration of
existing public structures, facilities, mechanical equipment, or
topographical features, involving negligible or no expansion of use
beyond that existing at the time of the lead agency's determination.
Additionally and independently, the project is exempt under
Categorical Exemption Class 2 as it involves refurbishment,
including replacement or reconstruction, of existing structures and
facilities where the new structure will be located on the same site
as the structure replaced and will have substantially the same
purpose and capacity as the structure replaced.
Additionally and independently, the project is exempt under
Categorical Exemption Class 3 as it involves construction and
location of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
2
12720-0007\1189128v1.doc
Lead Agency Contact Person: Jeff A. Harrison
Area Code/Telgphone/Ext.n: 3j 583-8811
Signature:
Title: S C I TV A i nIC
❑x Signed by Lead Agency
❑ Signed by Applicant
Date: I L y o
12720-0007\1189128v1.doc
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
November 30, 2009
County of Kern Department
of Registrar -Recorder
County Clerk's Office
1115 Truxton Avenue
Bakersfield, CA 93301
Re: Posting of a Notice of Exemption for Refurbishment of
Meteorological Towers and Installation and Maintenance of
Anabat SDI Bat Detectors with ST1 Microphones
Dear Sir or Madam:
On November 23, 2009, by Resolution Nos. 10,101 and 10,107, the City
Council of the City of Vernon authorized the refurbishment of
Meteorological Towers and the installation and maintenance of Anabat
SD1 Bat Detectors with ST 1 microphones.
Enclosed are the original and three copies of the Notice of
Exemption and a check in the sum of $50.00.
Please return the conformed copy of the Notice and a confirmation of
the posting period in the self-addressed, stamped envelope provided
for your convenience.
If you have any questions, please do not hesitate to call me.
Very truly yours, 1
Jeff A. Harrison
JH:j1
Enclosures
cc: Ms. Nelly Giron, City Clerk (Resolution Nos. 10,101 and 10,107)
E.xcrusivery Industfiar
Notice of Exemption
To: County Clerk
From: Jeff A. Harrison
Los Angeles County
City of Vernon
12400 Imperial Highway 4305 Santa Fe Ave.
Norwalk, CA 90650 Vernon CA, 90058
County Clerk
Kern County
1115 Truxtun Ave.
Bakersfield, CA 93301
Project Title:
Refurbishment of Meteorological Towers and Installation and
Maintenance of Anabat SDI Bat Detectors with ST1 Microphones
Project Location - Specific:
Refurbishment of five (5) existing meteorological towers with new
components and installation and maintenance of eighteen (18)
Anabat SDI Bat Detectors with ST1 Microphones, in the
Tehachapi Wind Resource Area. which is 15 miles north of
Tehachapi, California in south-central Kern County, and is more
specifically shown on the attached map.
Project Location — City:
Unincorporated Project Location — County: Kern
Description of Nature,
The project is the refurbishment of five existing meteorological
Purpose and
towers with new components in the Tehachapi Wind Resource
Beneficiaries of
Area to allow the City of Vernon to collect meteorological data.
Project:
The project also includes the installation and maintenance of
eighteen (18) Anabat SDI Bat Detectors with ST1 Microphones in
conjunction with the meteorological towers in the Tehachapi Wind
Resource Area to allow the City of Vernon to collect information
regarding bats in the project area. The City owns or has rights to a
large amount of property it purchased in Kern County with the
potential for development of a large amount of renewable energy
resources (wind and/or solar electrical generating facilities),
depending on the results of environmental review. The project will
provide data needed to evaluate the project area to determine its
usefulness as a wind electrical generating facility.
Name of Public Agency
Approving Project:
The City of Vernon
12720-0007\1189128vl.doc
Name of Person or
Agency Carrying Out
Governmental Action
The City of Vernon
Exempt Status: Categorical Exemption Class 1, Title 14 Code of Regulations
Section 15301: This activity consists of the operation, repair,
maintenance, permitting, leasing, licensing, or minor alteration of
existing public or private structures, facilities, mechanical
equipment, or topographical features, involving negligible or no
expansion of use beyond that existing at the time of the lead
agency's determination.
Categorical Exemption Class 2, Title 14 Code of Regulations
Section 15302: This activity consists of replacement or
reconstruction of existing structures and facilities where the new
structure will be located on the same site as the structure replaced
and will have substantially the same purpose and capacity as the
structure replaced.
Categorical Exemption Class 3, Title 14 Code of Regulations
Section 15303: This activity consists of construction and location
of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
Reasons Whv Proiect
Is Exempt: This project is exempt under Categorical Exemption Class 1 as it
involves operation, repair, maintenance and minor alteration of
existing public structures, facilities, mechanical equipment, or
topographical features, involving negligible or no expansion of use
beyond that existing at the time of the lead agency's determination.
Additionally and independently, the project is exempt under
Categorical Exemption Class 2 as it involves refurbishment,
including replacement or reconstruction, of existing structures and
facilities where the new structure will be located on the same site
as the structure replaced and will have substantially the same
purpose and capacity as the structure replaced.
Additionally and independently, the project is exempt under
Categorical Exemption Class 3 as it involves construction and
location of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
2
12720-0007\1 189128vl.doc
Lead Agency Contact Person: Jeff A. Harrison
Area Code/Telephone/Ext.: (323) 583-8811
Signature: A
A, --
Title: '4,T. C r TY fl -TaG1 �✓� y
❑x Signed by Lead Agency
❑ Signed by Applicant
Date: I r L 1//0 q
12720-0007\1189128v1.doc
v��� oFrvEq�A`1
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE December 8, 2009
TO: Manuela Giron, City Clerk
FROM: Judy Lehr
RE: Notice of Exemption - Wind Project
Refurbishment of Meteorological Towers and Installation
and Maintenance of Anabat SDI Bat Detectors with STI
Microphones
Los Angeles and Kern Counties
Dear Nelly:
Attached are the Notice of Exemption posted by the Kern County Clerk
on December 2, 2009 and the Notice of Exemption posted by the Los
Angeles County on December 2, 2009.
JL:em
Attachments
Resolution Nos. 10,101 and 10,107
COPY
Notice of Exemption
To: County Clerk
From: Jeff A. Harrison
Los Angeles County City of Vernon
12400 Imperial Highway 4305 Santa Fe Ave.
Norwalk, CA 90650
Vernon CA, 90058
County Clerk
ORIGIN <I9 L FILED
Kern County
1115 Truxtun Ave.
DEC 0 2 2009
Bakersfield- CA 93301
, LOSANUELLS, COUNTY CLERK.
Project Title:
Refurbishment of Meteorological Towers and Installation and
Maintenance of Anabat SDI Bat Detectors with STl Microphones
Project Location- Specific:
Refurbishment of five (5) existing meteorological towers with new
components and installation and maintenance of eighteen (18)
Anabat SDI Bat Detectors with ST1 Microphones, in the
Tehachapi Wind Resource Area which is 15 miles north of
Tehachapi, California in south-central Kern County, and is more
specifically shown on the attached map.
Project Location - CitX:
Unincorporated Project Location — County: Kern
Description of Nature,
The project is the refurbishment of five existing meteorological
Purpose and
towers with new components in the Tehachapi Wind Resource
Beneficiaries of
Area to allow the City of Vernon to collect meteorological data.
Project:
The project also includes the installation and maintenance of
eighteen (18) Anabat SDI Bat Detectors with ST 1 Microphones in
conjunction with the meteorological towers in the Tehachapi Wind
Resource Area to allow the City of Vernon to collect information
regarding bats in the project area. The City owns or has rights to a
large amount of property it purchased in Kern County with the
potential for development of a large amount of renewable energy
resources (wind and/or solar electrical generating facilities),
depending on the results of environmental review. The project will
provide data needed to evaluate the project area to determine its
usefulness as a wind electrical generating facility.
Name of Public Agency
Approving Project:
The City of Vernon
12720-0007\1189128vl.doc
Name of Person or
Agency Carrying Out
Governmental Action:
Exempt Status:
Reasons Why Project
Is Exempt:
12720-0007\1189128v1.doc
The City of Vernon
Categorical Exemption Class 1, Title 14 Code of Regulations
Section 15301: This activity consists of the operation, repair,
maintenance, permitting, leasing, licensing, or minor alteration of
existing public or private structures, facilities, mechanical
equipment, or topographical features, involving negligible or no
expansion of use beyond that existing at the time of the lead
agency's determination.
Categorical Exemption Class 2, Title 14 Code of Regulations
Section 15302: This activity consists of replacement or
reconstruction of existing structures and facilities where the new
structure will be located on the same site as the structure replaced
and will have substantially the same purpose and capacity as the
structure replaced.
Categorical Exemption Class 3, Title 14 Code of Regulations
Section 15303: This activity consists of construction and location
of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
This project is exempt under Categorical Exemption Class l as it
involves operation, repair, maintenance and minor alteration of
existing public structures, facilities, mechanical equipment, or
topographical features,; involving negligible or no expansion of use
beyond that existing at the time of the lead agency's determination.
Additionally and independently, the project is exempt under
Categorical Exemption Class 2 as it involves refurbishment,
including replacement or reconstruction, of existing structures and
facilities where the new structure will be located on the same site
as the structure replaced and will have substantially the same
purpose and capacity as the structure replaced.
Additionally and independently, the project is exempt under
Categorical Exemption Class 3 as it involves construction and
location of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
2
Lead Agency Contact Person: Jeff A. Harrison
Area Code/Telephone/Ext.: 3) 583-8811
Signature. Q# Date: f LZ Y 19f
Title: 059. CITY
0 Signed by Lead Agency
CI Signed by Applicant
FILEO
KERN COUNTY
Notice of Exem►tion
To: County Clerk From: Jeff A. Harrison
WOW e�� Mr
Los Angeles County City of Vernon - f
12400 Imperial Highway 4305 Santa Fe Ave.
Norwalk, CA 90650 Vernon CA, 90058
County Clerk
Kern County
1115 Truxtun Ave.
Bakersfield, CA 93301
Project Title: Refurbishment of Meteorological Towers and Installation and
Maintenance of Anabat SDI Bat Detectors with ST1 Microphones
Project Location Specific` Refurbishment of five (5) existing meteorological towers with new
components and installation and maintenance of eighteen (18)
Anabat SDI Bat Detectors with STI Microphones, in the
Tehachapi Wind Resource Area which is 15 miles north of
Tehachapi, California in south-central Kern County, and is more
specifically shown on the attached map.
Project Location - City: Unincorporated Project Location — County: Kern
Description of Nature, The project is the refurbishment of five existing meteorological
Pose and towers with new components in the Tehachapi Wind Resource
Beneficiaries of Area to allow the City of Vernon to collect meteorological data.
Project: The project also includes the installation and maintenance of
eighteen (18) Anabat SDI Bat Detectors with STI Microphones in
conjunction with the meteorological towers in the Tehachapi Wind
Resource Area to allow the City of Vernon to collect information
regarding bats in the project area. The City owns or has rights to a
large amount of property it purchased in Kern County with the
potential for development of a large amount of renewable energy
resources (wind and/or solar electrical generating facilities),
depending on the results of environmental review. The project will
provide data needed to evaluate the project area to determine its
usefulness as a wind electrical generating facility.
Name of Public Agency
Approving Project: The City �6P 0 ti° rcrs; c E�l�if 1 ��e c
by r OWIty Clerk 011
Sac;t.�cri 21,152();1'tt-1i
12720-0007\1189128v1:doc
Name of Person or
Agency Carrying Out
Governmental Action: The City of Vernon
Exempt Status: Categorical Exemption Class 1, Title 14 Code of Regulations;
Se t' 15301 Thi t' f h
Reasons Why Project
Is Exempt:
c ion sac ivrty consists o t e operation, repair,
maintenance, permitting, leasing; licensing, or minor alteration of
existing public or private structures, facilities, mechanical
equipment, or topographical features, involving negligible or no
expansion of use beyond that existing at the time of the lead
agency's determination.
Categorical Exemption Class 2, Title 14 Code of Regulations
Section 15302`: This activity consists of replacement or
reconstruction of existing structures and facilities where the new
structure will be located on the same site as the structure replaced
and will have substantially the same purpose and capacity as the
structure replaced.
Categorical Exemption Class 3, Title 14 Code of Regulations
Section 15303: This activity consists of construction and location
of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
This project is exempt under Categorical Exemption Class 1 as it
involves operation, repair, maintenance and minor alteration of
existing public structures, facilities, mechanical equipment, or
topographical features, involving negligible or no expansion of use
beyond that existing at the time of the lead agency's determination.
Add'
rtionally and independently, the project is exempt under
Categorical Exemption Class 2 as it involves refurbishment,
including replacement or reconstruction, of existing structures and
facilities where the new structure will be located on the same site
as the structure replaced and will have substantially the same
purpose and capacity as the structure replaced.
Additionally and independently, the project is exempt under
Categorical Exemption Class 3 as it involves construction and
location of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
2
12720-0007\1189128vl.doc
Lead Agency Contact Person Jeff A. Harrison
Area Code%Telghone/Ext. (323) 583-8811
Signature: ap A — Date:fl
► r L
Title: - A 3 c 7Y A
El Signed by Lead Agency
Signed by Applicant
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: January 21, 2010
TO: Manuela Giron, City Clerk
FROM: Judy Lehr
RE: Notice of Exemption - Wind Project
Refurbishment of Meteorological Towers and Installation
and Maintenance of Anabat SDI Bat Detectors with STI
Microphones
Los Angeles County
Dear Nelly:
Attached is a revised Notice of Exemption posted`by the Los Angeles
County Clerk on December 2, 2009.
JL:em
Attachments
Resolution Nos. 10,101 and 10,107
WAEOORDER��""s
,,QTO4N�t
a, q
�r
�2
DEAN C. LOGAN
Registrar-Recorder/County Clerk
January 13, 2010
COUNTY OF LOS ANGELES
REGISTRAR-RECORDER/COUNTY CLERK
12400 IMPERIAL HWY. — P.O. BOX 53592, NORWALK, CALIFORNIA 90053-0592 - www.lavote.net
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
Dear JEFF A. HARRISON
AN 2 1 2���
CITY ATTORNEY EP`,-
An internal audit of our process revealed that your document was inadvertently issued a
document number which included an incorrect year.
Please note that your document has been updated to reflect the document number and
year. This will NOT invalidate the posting period of your document. As a courtesy, we
have included a corrected certified copy of your document and apologize for any
inconvenience this may have caused.
If you would like your original document changed to reflect the corrected information,
please submit to our office at the address above.
Should you have any questions or need further assistance please feel free to contact
Darla Neal, Head Clerk at (562)462-2122.
Sincerely,
Dean C. Logan
Registrar-Recorder/County Clerk
By Deputy
Darla Neal
Head Clerk
Business Filing & Registration
Notice of Exemption
To: County Clerk From: Jeff A, Harrison
Los Angeles County City of Vernon
12400 Imperial Highway 4305 Santa Fe Ave.
Norwalk, CA 90650 Vernon CA, 90058
County Clerk FILED
Kern County
1115 Truxtun Ave. DEC 0 2 2009
Bakersfield, CA 93301
D , I.00iAN
REGt COt1 CLERK
L.ARTIft-MR-ArT OSPEM
Proiect Title: Refurbishment of Meteorological Towers and Installation and
Maintenance of Anabat SDI Bat Detectors with ST1 Microphones
Proiect Location - Specific: Refurbishment of five (5) existing meteorological towers with new
components and installation and maintenance of eighteen (18)
Anabat SDI Bat Detectors with STI Microphones, in the
Tehachapi Wind Resource Area which is 15 miles north of
Tehachapi, California in south-central Kern County, and is more
specifically shown on the attached map,
Project Location — City:
Unincorporated Proiect Location — County: Kern
Description of Nature,
The project is the refurbishment of five existing meteorological
Purposeand
towers with new components in the Tehachapi Wind Resource
Beneficiaries of .
Area to allow the City of Vernon to collect meteorological data.
Project:
The project also includes the installation and maintenance of
eighteen (18) Anabat SDI Bat Detectors with ST I Microphones in
conjunction with the meteorological towers in the Tehachapi Wind
Resource Area to allow the City of Vernon to collect information
regarding bats in the project area. The City owns or has rights to a
Large amount of property it purchased in Kern County with the
potential for development of a large amount of renewable energy
resources (wind and/or solar electrical generating facilities),
depending on the results of environmental review. The project will
provide data needed to evaluate the project area to determine its
usefulness as a wind electrical generating facility.
Name of Public Asencv
Approving Project:
The City of Vernon
09 0036154
12720-000M 189128v1.doc
THIS NO'i'K;E WV IN
cv �JAN
� 20
gPrYTT, PAR-RER1RDETICOIINITYCLE"
Name of Person or
Agency. Carrying Out
Governmental Actign: The City of Vernon
Exempt Status: Categorical Exemption Class 1, Title 14 Code of Regulations
Section 15301: This activity consists of the operation, repair,
maintenance, permitting, leasing, licensing, or minor alteration of
existing public or private structures, facilities, mechanical
equipment, or topographical features, involving negligible or no
expansion of use beyond that existing at the time of the lead
agency's determination.
Categorical Exemption Class 2, Title 14 Code of Regulations
Section 15302: This activity consists of replacement or
reconstruction of existing structures and facilities where the new
structure will be located on the same site as the structure replaced
and will have substantially the same purpose and capacity as the
structure replaced.
Categorical Exemption Class 3, Title 14 Code of Regulations
Section 15303: This activity consists of construction and location
of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
use to another where only minor modifications are made in the
exterior of the structure.
Reasons WhvProiect
Is Exempt: This project is exempt under Categorical Exemption Class l as it
involves operation, repair, maintenance and minor alteration of
existing public structures, facilities, mechanical equipment, or
topographical features, involving negligible or no expansion of use
beyond that existing at the time of the lead agency's determination.
Additionally and independently, the project is exempt under
Categorical Exemption Class 2 as it involves refurbishment,
including replacement or reconstruction, of existing structures and
facilities where the new structure will be located on the same site
as the structure replaced and will have substantially the same
purpose and capacity as the structure replaced.
Additionally and independently, the project is exempt under
Categorical Exemption Class 3 as it involves construction and
location of limited numbers of new, small facilities or structures;
installation of small new equipment and facilities in small
structures; and the conversion of existing small structures from one
09 0036154 use to another where only minor modifications are made in the
exterior of the structure.
2
12720-0007\1189128v1 doc
Lead Agency Contact Person: Jeff A. Harrison
Area Code/Telephone/Ext.: 3) 583-8811
Signature:
Title: sS C r TV A Ale
* Signed by Lead Agency
* Signed by Applicant
3
Date; I ! L Wof
This is a true and certified copy of the record
If It bears the seal, imprinted in purple ink,
of the Registrar-Recorder/County Clerk
JAN ; 13 2010
H