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Resolution No. 2017-039RESOLUTION NO. 2017-39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ADDED FACILITIES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND GT'S LIVING FOODS, LLC WHEREAS, GT's Living Foods, LLC ("GT's Living") operates a bottling company in the City of Vernon; and WHEREAS, GT's Living has developed a new 267,000 square feet building on a property at 4415 Bandini Blvd, 881 feet long which qualifies to receive two electric services, one electric service on the east and the other on the west side of the building; and WHEREAS, GT's Living has requested an additional electric service on the west side of the building; and WHEREAS, by memorandum dated August 1, 2017, the General Manager of Public Utilities has recommended that the City enter into an added facilities agreement with GT Living's to install an additional electric service ("Added Facilities") on the west side of the building, setting forth the terms and conditions under which the City will design, engineer, procure, construct, install, own, operate and maintain the Added Facilities, subject to the appropriate costs being paid by GT's Living (the "Added Facilities Agreement"); and WHEREAS, the City Council of the City of Vernon desires to approve the Added Facilities Agreement with GT's Living. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION l: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act ("CEQA"), in accordance with CEQA Guidelines Section 15301(b), because this approval will merely lead to the possible construction of additional laterals and related meters to deliver electric service, and such construction is, at most, a negligible expansion of the existing facilities of the City's electric utility. SECTION 3: The City Council of the City of Vernon hereby approves the Added Facilities Agreement with GT's Living Foods, LLC, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Agreement to GT's Living. - 2 - SECTION 7: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this ist day of August, 2017. ATTEST: Matthew Ceballos Deputy City Clerk APPROV D AS T FORM: I", Brian Byun, Depu City Attorney Name: Melissa A. Ybarra Title: Mayor /,Mayor Pre Tema, - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I Matthew Ceballos / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2017-39, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, August 1, 2017, and thereafter was duly signed by the Mayor Cor Mayor Pro-Tem of the City of Vernon. Executed this �j/y y of August, 2017, at Vernon, California. (SEAL) c- Matthew Ceballos / Deputy City Clerk - 4 - 0 THE CITY OF VERNON ADDED FACILITIES AGREEMENT WITH GT'S LIVING FOODS, LLC 1. PARTIES: The Parties to this Added Facilities Agreement ("Agreement") are GT's Living Foods, LLC, a Delaware limited liability company ("Customer") and the City of Vernon, a California charter City and California municipal corporation ("City"), hereinafter referred to individually as "Party" and collectively as "Parties." 2. RECITALS: 2.1 Prior to entry into this Agreement, City has provided or will provide electric service to Customer pursuant to that certain application submitted by Customer on or about June 16, 2016 ("Application"). The Parties desire to enter into the instant Agreement with respect to additional or new electric service delivery to the property located at 4415 Bandini Boulevard, Vernon, California (the "Property"). 2.2 Customer wishes to receive one additional electric service on the west side of the building and consolidate the monthly usage of the two 4,000A 277/480V main services into a single point of delivery metered at 480 volts. Both services will be served from the same primary 16KV wireline entering the western portion of the property via underground system. 2.3 Parties agree that, subject to the terms of this Agreement, City shall provide the design, engineering, procurement, construction, installation, ownership, and maintenance of the electric facilities described in Exhibit A (hereinafter referred to as the "Added Facilities"), the cost of which shall be borne by Customer, pursuant to the payment terms set forth in Exhibit B. 3. AGREEMENT: Parties agree to the terms and conditions set forth herein, including Exhibits A through C attached hereto and incorporated herein. 4. EFFECTIVE DATE AND TERM: 4.1 This Agreement shall be effective and binding upon execution by the Parties and approval by the City Council of the City of Vernon. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to have the Added Facilities installed and operational such that electric service under the Agreement may begin by August 30, 2017. 4.2 This Agreement shall continue in effect until Customer gives notice of termination of service in accordance with Vernon's Rules for Electric Service (as amended, the "Electric Service Rules"), or this Agreement is terminated by City due to an Event of Default by Customer or otherwise; provided, however, that if this Agreement is terminated, all unpaid Added Facilities Monthly Charges due through the date of termination, and the Termination Fee, as described in Appendix 1 of Exhibit B, must be paid in full within thirty (30) days following the effective date of termination of this Agreement. No June 2017 election to terminate this Agreement shall be effective unless and until such costs, including the Termination Fee, as described in Appendix 1 of Exhibit B, are paid in full. 5. DEFINITIONS: The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the following meanings: 5.1 Added Facilities: The facilities to be constructed as specified in Exhibit A attached hereto and incorporated herein by reference, which are being allocated for the Customer's use and benefit as Added Facilities as well as replacements or betterments associated therewith. 5.2 Added Facilities Installation Cost: All costs associated with the design, engineering, procurement, construction and installation of the Added Facilities. Added Facilities Installation Cost will be equal to such final amounts in Exhibit A, and shall be paid on a monthly basis as set forth in Exhibit B. 5.3 Added Facilities Monthly Rate: The Added Facilities Monthly Rate pursuant to Exhibit B. 5.4 Agreement and Amendments: This Agreement, including all attachments and exhibits hereto, as may be amended from time to time. Modifications and amendments to this Agreement shall be valid and enforceable only if in writing and signed by the Parties. 5.5 Added Facilities Monthly Charge: The charge to Customer for Added Facilities that is payable monthly to City as outlined in Exhibit B. The Added Facilities Monthly Charge recovers the Added Facilities Installation Cost, replacement cost, and operations and maintenance cost. 5.6 Services: The design, engineering, procurement, construction, installation, ownership, operation and maintenance of the Added Facilities. 6. ADDED FACILITIES: 6.1 City shall design, engineer, procure, construct, install, own, operate, and maintain the Added Facilities. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to install the Added Facilities so that they are fully operational by August 30, 2017 (the "Commencement Date"), at which time, the charges outlined in Exhibit B will commence. Added Facilities shall at all times remain the property of City. 6.2 City shall commence performance of the design and construction of the Added Facilities upon full execution of this Agreement and Customer's fulfillment of all conditions precedent set forth in Section 19 below. City shall complete the installation of the Added Facilities per Project Schedule, Exhibit C, after the effective date of this Agreement. However, City shall not be liable for any cost or damage incurred by Customer because of any delay in the completion of the installation of any Added Facilities. Should the Added Facilities not be completed by the Commencement Date, the charges outlined in 2 June 2017 Exhibit B shall be abated until such time as the Added Facilities are installed and operational. 6.3 City shall construct and maintain the Added Facilities diligently and pursuant to all applicable federal, state and local safety codes, regulations, and laws, including but not limited to the requirements of California's General Orders No. 95, 128 and 165. Additionally, and included in the Added Facilities Installation Cost outlined in Exhibit B, Customer shall have the exclusive right of use of the Added Facilities; provided, however, that if City, at its sole cost and expense, makes any improvements or additions to the Added Facilities beyond the scope of the Customer's plans and specifications as described in Exhibit A, then Customer's use of the Added Facilities shall be non- exclusive; provided, however, that City shall in all events be required to provide to the Customer the full use of the Added Facilities as originally constructed pursuant to the Customer's plans and specifications. Such improvements shall be reasonably coordinated with Customer prior to any such improvements made in order to avoid interruption of Customer's operations. 7. CHARGES: 7.1 Customer shall pay to City the charges outlined in and in accordance with Exhibit B as payment for all costs incurred by City for designing, engineering, procuring, constructing, installing, owning, operating, and maintaining the Added Facilities. If at any time Customer requests upgrades to the Added Facilities for Customer's convenience, City shall determine if such upgrades are feasible. If such upgrades are made at Customer's request for Customer's convenience and benefit, the costs shall be paid by Customer at the times and on the basis as agreed to in a separate writing by the Parties at the time. 8. MODIFICATIONS OR REPLACEMENT OF ADDED FACILITIES: Whenever Added Facilities are repaired or replaced due to damage or equipment failure, the work shall be completed at City's sole expense in accordance with good utility practice, unless the damage or equipment failure is caused by or due to action or inaction by the Customer, in which case the Customer shall be solely responsible for the entire cost of repair or replacement. Where an upgrade of Added Facilities is required for City's convenience or necessity, no increase shall be made in the investment amount for Added Facilities or the Added Facilities Installation Cost. City shall be responsible for all routine maintenance and repairs required to maintain the Added Facilities in good operating condition and shall make those capital expenditures (including capital repairs and replacements, as necessary) required to maintain the Added Facilities. 9. RIGHT-OF-WAY: Customer hereby grants to City the right of ingress to and egress from Customer's Property as determined by City in its sole discretion for any purpose connected with the construction, operation, and maintenance of the Added Facilities. Customer agrees to provide right-of-way or easements of sufficient space to provide legal clearance from all structures now or hereafter erected on Customer's Property for any facilities of City. Concurrently with the execution of this Agreement, Customer will June 2017 execute a recordable document evidencing the above described right of ingress and egress and right-of-way or easement, with the recordation costs to be borne by City. 10. BILLING AND PAYMENT: 10.1 City shall prepare and deliver monthly bills to Customer for the Added Facilities Monthly Charge. 10.2 The Customer shall pay City the charges outlined in Exhibit B concurrently with its electric service bills. Late charges will be applied pursuant to the City's Electric Service Rules. NOTICES: Except as otherwise provided in this Agreement, any notice, demand, or request provided for in this Agreement, or served, given, or made in connection with the Agreement, shall be in writing and shall be deemed properly served, given, or made if delivered in person, or sent by United States Mail, postage prepaid, or sent by reputable overnight delivery service, to the address specified below: Company: GT's Living Foods, LLC 4646 Hampton Street Vernon, CA 90058 Attn: Dooman Thorosian Telephone: 323-581-7787 Email:dthorosian@drinkgts.com Vernon: City of Vernon Public Utilities Department Attn: General Manager 4305 Santa Fe Avenue Vernon, CA 90058 Copy to: City of Vernon City Attorney's Office Attn: City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 Either Party may at any time, by notice to the other Party, change the designation or address of the person so specified as the one to receive notices pursuant to this Agreement. Notices shall be deemed given and received on the date of delivery or attempted delivery, if delivery is not accepted. 11. FORCE MAJEURE: Neither Party shall be considered to be in default in the performance of any of its obligations under this Agreement (other than obligations to make payments pursuant to this Agreement) when failure of performance shall be due to uncontrollable forces. The term "uncontrollable forces" means any cause beyond the 4 June 2017 control of the Party failing to perform, including, but not restricted to, failure of facilities, flood, earthquake, storm, lightning, fire, epidemic, war, riot, terrorism, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non -action by, or inability to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has not overcome. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such liability. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. 12. INDEMNIFICATION AND LIMITATIONS ON LIABILITY: 12.1 Except to the extent of Vernon Public Utilities' gross negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless City of and from any and all claims, causes of action, damages and judgments arising out of any act or omission of City, and its respective officers, directors, employees and agents that may have caused injury or damage to any person, or to the equipment, fixtures, goods, products, or other property of the Customer, the Customer's employees, contractors, invitees, customers, or any other person in or about the Property, regardless of cause or whether or not such injury or damage results from conditions arising from Services provided by City hereunder or the installation, operation or maintenance of the Added Facilities or any failure of the Added Facilities to deliver electrical power or any defect in the Added Facilities, or explosion, fire, or steam released from the Added Facilities. 12.2 Notwithstanding either Party's negligence or breach of this Agreement, under no circumstances shall either Party be liable to the other Party for indirect, special, or consequential loss, damage, claim, cost, charge, or expense including, but not limited to, loss of business or any loss of income or profit therefrom, loss of use of a Party's facilities, loss of revenue, cost of replacement power or water, and claims of any third party, including any customer of the other Party. 13. ENTIRE AGREEMENT: This Agreement, including Exhibits A-C, constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 14. RELATIONSHIP OF PARTIES: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall 5 June 2017 be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 15. NO THIRD -PARTY RIGHTS: The parties do not intend to create rights in, or to grant remedies to, any third Party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein. 16. ARBITRATION: The Parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Each Party will select an arbitrator. Those two arbitrators will then select a third. The three -member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final, unappealable and binding on the parties. Notwithstanding the foregoing, the Parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 17. ATTORNEYS' FEES: If either Party institutes an action or legal proceeding arising out of or related to this Agreement or the relationship of the Parties or their rights or duties in connection with the matters set forth in this Agreement, whether sounding in tort, contract, or otherwise, the prevailing Party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the arbitration panel. 18. INSURANCE: The Customer shall, for the duration of this Agreement, obtain and maintain at its own expense, premises liability coverage with a minimum combined single limit of $1,000,000 per occurrence and provide City with proof of insurance providing and maintaining the coverages and endorsements set forth herein. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. Customer shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 19. CONDITIONS PRECEDENT: City's obligations under this Agreement are subject to the following conditions: 19.1 By its execution of this Agreement, Customer agrees to pay all costs incurred by City for the design and construction of the Added Facilities according to the terms of this Agreement. If Customer terminates this Agreement in writing during the design and 6 June 2017 construction process, Customer shall be obligated to reimburse City for all costs incurred and committed to date, including, without limitation, costs of design and construction and demolition and removal, which costs shall include costs of employees of Vernon and costs paid to or owed to third party vendors for any and all Services provided to date. 19.2 Prior to the date on which City provides electrical service, Customer shall have obtained and paid for all necessary local and state licenses and permits for operation of its business including Vernon building, electrical and mechanical permits, health permit, certificate of occupancy, business license, etc. 19.3 City shall not provide electrical service under this Agreement until Customer has notified City in writing of its date of commencing operations, which shall not occur prior to the date on which Customer has obtained all of the licenses and permits described in Section 19.2 above. 20. EVENTS OF DEFAULT: Any default described herein that is not cured by the Customer within ten (10) days of delivery of notice of default shall constitute an "Event of Default"; provided, however, that such default shall not constitute an Event of Default if Customer commences to cure the default within such ten (10) day period and diligently prosecutes the cure to completion. City shall have the right, at its option, to terminate this Agreement and to demand payment as described herein upon the occurrence of an "Event of Default." Upon demand by City following an Event of Default, Customer shall immediately pay all accrued and unpaid amounts of the Monthly Charges as of the date of termination and the Termination Fee, as described in Appendix 1 to Exhibit B, calculated as of the date of termination. Customer shall be given ten (10) days written notice of any Event of Default with a request that Customer cure said default. The termination of the obligations of City will not terminate the obligations of Customer until Customer has repaid City for any costs incurred pursuant to this Agreement. Each of the following shall constitute an Event of Default: 20.1 Customer relocates outside Vernon prior to the date on which the Added Facilities Installation Cost has been paid in full. 20.2 Customer breaches or defaults under any term, condition, provision, representation, or warranty in this Agreement, if that breach or default shall continue for ten (10) days after notice of the breach or default to Customer from Vernon Public Utilities. 20.3 Occurrence of any of the following: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of an involuntary petition filed against Customer, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Customer's assets located at the Property, where possession is not restored to Customer within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Customer's assets located at the Property, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any 7 June 2017 applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. 21. ASSIGNMENT: This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns; provided however, that Customer shall not assign this Agreement or any of its rights, duties, or obligations without the prior written consent of Vernon Public Utilities, which consent shall not be unreasonably withheld. 22. NO WAIVER: No delay or omission to exercise any right, power or remedy accruing to a Party on any breach or default of the other Party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence in such breach or default occurring later; nor shall any waiver of any single breach or default be considered a waiver of any other prior or subsequent breach or default. Any waiver, permit, consent, or approval of any kind by a party of any breach or default under this Agreement, or any waiver of any provisions or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in that writing. 23. REMEDIES: All remedies, either under this Agreement or by law or otherwise afforded to a Party, shall be cumulative and not alternative. 24. HEADINGS NOT BINDING: The use of headings in this Agreement is only for ease of reference, shall have no legal effect and are not to be considered part or a term of this Agreement. 25. SEVERABILITY: If any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable that is not itself invalid, void, or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable. 26. GOVERNING LAW: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules. 27. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 28. In the event of a conflict between this Agreement and any other rules or agreements issued by the City of Vernon governing the Added Facilities, this Agreement shall control. 8 June 2017 29. SIGNATURE CLAUSE: The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of August 1, 2017. THE CITY OF VERNON GT'S LIVING FOODS, LLC By: Name: Title: ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney By: Name: Title: By: Name: Title: 9 June 2017 I W:4.] ADDED FACILITIES PLANS AND SPECIFICATIONS Service Address: 4415 Bandini Boulevard Facilities [4415 Bandini Boulevard] Total Added Facilities (1): Investment a. New Facilities $85,000 b. Existing Facilities $0 c. Calculated Replacement Cost $35,000 d. Total cost of Added Facilities $120,000 (1) Labor: $ 18,000 (2) Equipment: $ 9,000 Material: $ 93,000 Total: $120,000 j PADMOUNT t, ISOLATING SWITCH PME-9 2500KVA f�— Added facilities 16KV Q 277/48DV � � TOTALIZING METER 1/0 AL 3867VP 2500KVA 16KV 277/480V City's 16kV Circuit 10 June 2017 EXHIBIT B ADDED FACILITIES MONTHLY CHARGE Customer shall pay a monthly added facilities charge at the rate set below. The rate is based on a percentage of the Added Facilities Installation Cost. Added Facilities Monthly Rate (1) 0.33% (multiplied by) Added Facilities Installation Cost (2) $120,000 Added Facilities Monthly Charge $396 (1) Pursuant to Rule 2.11 (2) Pursuant to Exhibit A to this Agreement 11 June 2017 APPENDIX 1 TO EXHIBIT B TERMINATION FEE If this Agreement is terminated for any reason, Customer shall pay City in full the Termination Fee calculated as set forth below: • Remaining principal balance of Added Facilities Installation Cost. • Plus: Cost of Upgrades made at Customer's request for Customer's convenience (if any). • Plus: Demolition and Removal cost (if applicable). • Plus: Other documented costs actually incurred by City (such as insurance, taxes, cancellation fees, etc., if any), 12 June 2017 EXHIBIT C PROJECT SCHEDULE City Council Approval: August 1, 2017 Construction Start Date: August 14, 2017 Construction Completion date: August 30, 2017 13 June 2017 TRANSMITTAL COMMUNICATION CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: September 27, 2017 TO: Kelly Nguyen, General Manager of Public Utilities FROM: Deborah Juarez, Records Management Assistant RE: Resolution No. 2017-39 - GT's Living Foods, LLC — Added Facilities Agreement Please find attached for your transmittal one fully executed original agreement, approved by Resolution No. 2017-39 on August 1, 2017. Please ensure that a copy of the transmittal letter is sent to my attention for the file. Thank you. Attachment c: Ali Nour Resolution No. 2017-39 Agreement 17-067 I � of 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 PUBLIC UTLITIES DEPARTMENT September 27, 2017 Dooman Thorosian GT's Living Foods, LLV 4646 Hampton Street Vernon, CA 90058 RE: GT's Living Foods, LLC- Added Facilities Agreement Dear Mr. Thorosian: Transmitted herewith is a fully executed original agreement, as referenced above. approved by Resolution tio. 2017-39 on August 1, 2017. If you should have any questions, you can reach me at 323-583-881 1 Ext. 316. Sincerely, I Ali Nour, P.E. Utilities Engineering Manager FULLY EXECUTED AGREEMENT SIGNATURE ROUTING FORM CONTRACTOR: GT's Living Foods LLC CONTRACT PURPOSE: Added Facilities Agreement CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ')( SERVICES ❑ MATERIALS ❑ BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $120,00.00 Charge Acct. No(s)R-055.9100.450121 Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: MICKI.I,C JC'LHA,,fl OW PHONE: ext. g 2 AUTHORIZATION: )(Approved by Council on 08/01/17 (Check one and attach Resolution No. 2017-39 (if applicable) supporting documentation) ❑ Approved by City Administrator on ❑ Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) Initials Date (1) Responsible Department Person Certifies compliance with Competitive Bidding and Purchasing Ordinance, obtains approval from City Council/City Administrator/Finance Director, and obtains approval as to form from the City Attorney's Office, assembles two (2) originals of contract, obtains proper signatures from contractor/consultant pursuant to the signature requirements, obtains insurance & bond documents, notifies IT to remove related RFP/bid notice from the City's website (if applicable), enters contract into Eden once routing process is complete. (2) Liability and Claims (� I Approves insurance and sureties, if bonds puired. P (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget. (4) City Attorney Approves contract as to form. (5) City Signatory Signs document on behalf of City. (6) City Clerk 6 Attests signatures, numbers and files contract, enters contract documents (executed contract, supporting documentation, insurance and bonds, etc.) into Laserfiche, transmits duplicate original to contractor/consultant, notifies Responsible Department Person, and notifies any "consultant" of duties to file Form 700, if applicable. Rev. 6/2017 THE CITY OF VERNON ADDED FACILITIES AGREEMENT WITH GT'S LIVING FOODS, LLC PARTIES: The Parties to this Added Facilities Agreement ("Agreement") are GT's Living Foods, LLC, a Delaware limited liability company ("Customer") and the City of Vernon, a California charter City and California municipal corporation ("City"), hereinafter referred to individually as "Party" and collectively as "Parties." 2. RECITALS: 2.1 Prior to entry into this Agreement, City has provided or will provide electric service to Customer pursuant to that certain application submitted by Customer on or about June 16, 2016 ("Application"). The Parties desire to enter into the instant Agreement with respect to additional or new electric service delivery to the property located at 4415 Bandini Boulevard, Vernon, California (the "Property"). 2.2 Customer wishes to receive one additional electric service on the west side of the building and consolidate the monthly usage of the two 4,000A 277/480V main services into a single point of delivery metered at 480 volts. Both services will be served from the same primary 16KV wireline entering the western portion of the property via underground system. 2.3 Parties agree that, subject to the terms of this Agreement, City shall provide the design, engineering, procurement, construction, installation, ownership, and maintenance of the electric facilities described in Exhibit A (hereinafter referred to as the "Added Facilities"), the cost of which shall be borne by Customer, pursuant to the payment terms set forth in Exhibit B. AGREEMENT: Parties agree to the terms and conditions set forth herein, including Exhibits A through C attached hereto and incorporated herein. 4. EFFECTIVE DATE AND TERM: 4.1 This Agreement shall be effective and binding upon execution by the Parties and approval by the City Council of the City of Vernon. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to have the Added Facilities installed and operational such that electric service under the Agreement may begin by August 30, 2017. 4.2 This Agreement shall continue in effect until Customer gives notice of termination of service in accordance with Vernon's Rules for Electric Service (as amended, the "Electric Service Rules"), or this Agreement is terminated by City due to an Event of Default by Customer or otherwise; provided, however, that if this Agreement is terminated, all unpaid Added Facilities Monthly Charges due through the date of termination, and the Termination Fee, as described in Appendix 1 of Exhibit B, must be paid in full within thirty (30) days following the effective date of termination of this Agreement. No June 2017 election to terminate this Agreement shall be effective unless and until such costs, including the Termination Fee, as described in Appendix 1 of Exhibit B, are paid in full. 5. DEFINITIONS: The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the following meanings: 5.1 Added Facilities: The facilities to be constructed as specified in Exhibit A attached hereto and incorporated herein by reference, which are being allocated for the Customer's use and benefit as Added Facilities as well as replacements or betterments associated therewith. 5.2 Added Facilities Installation Cost: All costs associated with the design, engineering, procurement, construction and installation of the Added Facilities. Added Facilities Installation Cost will be equal to such final amounts in Exhibit A, and shall be paid on a monthly basis as set forth in Exhibit B. 5.3 Added Facilities Monthly Rate: The Added Facilities Monthly Rate pursuant to Exhibit B. 5.4 Agreement and Amendments: This Agreement, including all attachments and exhibits hereto, as may be amended from time to time. Modifications and amendments to this Agreement shall be valid and enforceable only if in writing and signed by the Parties. 5.5 Added Facilities Monthly Charge: The charge to Customer for Added Facilities that is payable monthly to City as outlined in Exhibit B. The Added Facilities Monthly Charge recovers the Added Facilities Installation Cost, replacement cost, and operations and maintenance cost. 5.6 Services: The design, engineering, procurement, construction, installation, ownership, operation and maintenance of the Added Facilities. 6. ADDED FACILITIES: 6.1 City shall design, engineer, procure, construct, install, own, operate, and maintain the Added Facilities. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to install the Added Facilities so that they are fully operational by August 30, 2017 (the "Commencement Date"), at which time, the charges outlined in Exhibit B will commence. Added Facilities shall at all times remain the property of City. 6.2 City shall commence performance of the design and construction of the Added Facilities upon full execution of this Agreement and Customer's fulfillment of all conditions precedent set forth in Section 19 below. City shall complete the installation of the Added Facilities per Project Schedule, Exhibit C, after the effective date of this Agreement. However, City shall not be liable for any cost or damage incurred by Customer because of any delay in the completion of the installation of any Added Facilities. Should the Added Facilities not be completed by the Commencement Date, the charges outlined in 2 June 2017 Exhibit B shall be abated until such time as the Added Facilities are installed and operational. 6.3 City shall construct and maintain the Added Facilities diligently and pursuant to all applicable federal, state and local safety codes, regulations, and laws, including but not limited to the requirements of California's General Orders No. 95, 128 and 165. Additionally, and included in the Added Facilities Installation Cost outlined in Exhibit B, Customer shall have the exclusive right of use of the Added Facilities; provided, however, that if City, at its sole cost and expense, makes any improvements or additions to the Added Facilities beyond the scope of the Customer's plans and specifications as described in Exhibit A, then Customer's use of the Added Facilities shall be non- exclusive; provided, however, that City shall in all events be required to provide to the Customer the full use of the Added Facilities as originally constructed pursuant to the Customer's plans and specifications. Such improvements shall be reasonably coordinated with Customer prior to any such improvements made in order to avoid interruption of Customer's operations. 7. CHARGES: 7.1 Customer shall pay to City the charges outlined in and in accordance with Exhibit B as payment for all costs incurred by City for designing, engineering, procuring, constructing, installing, owning, operating, and maintaining the Added Facilities. If at any time Customer requests upgrades to the Added Facilities for Customer's convenience, City shall determine if such upgrades are feasible. If such upgrades are made at Customer's request for Customer's convenience and benefit, the costs shall be paid by Customer at the times and on the basis as agreed to in a separate writing by the Parties at the time. 8. MODIFICATIONS OR REPLACEMENT OF ADDED FACILTFIES: Whenever Added Facilities are repaired or replaced due to damage or equipment failure, the work shall be completed at City's sole expense in accordance with good utility practice, unless the damage or equipment failure is caused by or due to action or inaction by the Customer, in which case the Customer shall be solely responsible for the entire cost of repair or replacement. Where an upgrade of Added Facilities is required for City's convenience or necessity, no increase shall be made in the investment amount for Added Facilities or the Added Facilities Installation Cost. City shall be responsible for all routine maintenance and repairs required to maintain the Added Facilities in good operating condition and shall make those capital expenditures (including capital repairs and replacements, as necessary) required to maintain the Added Facilities. 9. RIGHT-OF-WAY: Customer hereby grants to City the right of ingress to and egress from Customer's Property as determined by City in its sole discretion for any purpose connected with the construction, operation, and maintenance of the Added Facilities. Customer agrees to provide right-of-way or easements of sufficient space to provide legal clearance from all structures now or hereafter erected on Customer's Property for any facilities of City. Concurrently with the execution of this Agreement, Customer will 3 June 2017 execute a recordable document evidencing the above described right of ingress and egress and right-of-way or easement, with the recordation costs to be borne by City. 10. BILLING AND PAYMENT: 10.1 City shall prepare and deliver monthly bills to Customer for the Added Facilities Monthly Charge. 10.2 The Customer shall pay City the charges outlined in Exhibit B concurrently with its electric service bills. Late charges will be applied pursuant to the City's Electric Service Rules. NOTICES: Except as otherwise provided in this Agreement, any notice, demand, or request provided for in this Agreement, or served, given, or made in connection with the Agreement, shall be in writing and shall be deemed properly served, given, or made if delivered in person, or sent by United States Mail, postage prepaid, or sent by reputable overnight delivery service, to the address specified below: Company: GT's Living Foods, LLC 4646 Hampton Street Vernon, CA 90058 Attn: Dooman Thorosian Telephone: 323-581-7787 Email:dthorosian@drinkgts.com Vernon: City of Vernon Public Utilities Department Attn: General Manager 4305 Santa Fe Avenue Vernon, CA 90058 Copy to: City of Vernon City Attorney's Office Attn: City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 Either Party may at any time, by notice to the other Party, change the designation or address of the person so specified as the one to receive notices pursuant to this Agreement. Notices shall be deemed given and received on the date of delivery or attempted delivery, if delivery is not accepted. 11. FORCE MAJEURE: Neither Party shall be considered to be in default in the performance of any of its obligations under this Agreement (other than obligations to make payments pursuant to this Agreement) when failure of performance shall be due to uncontrollable forces. The term "uncontrollable forces" means any cause beyond the 4 June 2017 control of the Party failing to perform, including, but not restricted to, failure of facilities, flood, earthquake, storm, lightning, fire, epidemic, war, riot, terrorism, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non -action by, or inability to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has not overcome. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such liability. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. 12. INDEMNIFICATION AND LIMITATIONS ON LIABILITY: 12.1 Except to the extent of Vernon Public Utilities' gross negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless City of and from any and all claims, causes of action, damages and judgments arising out of any act or omission of City, and its respective officers, directors, employees and agents that may have caused injury or damage to any person, or to the equipment, fixtures, goods, products, or other property of the Customer, the Customer's employees, contractors, invitees, customers, or any other person in or about the Property, regardless of cause or whether or not such injury or damage results from conditions arising from Services provided by City hereunder or the installation, operation or maintenance of the Added Facilities or any failure of the Added Facilities to deliver electrical power or any defect in the Added Facilities, or explosion, fire, or steam released from the Added Facilities. 12.2 Notwithstanding either Party's negligence or breach of this Agreement, under no circumstances shall either Party be liable to the other Party for indirect, special, or consequential loss, damage, claim, cost, charge, or expense including, but not limited to, loss of business or any loss of income or profit therefrom, loss of use of a Party's facilities, loss of revenue, cost of replacement power or water, and claims of any third party, including any customer of the other Party. 13. ENTIRE AGREEMENT: This Agreement, including Exhibits A-C, constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 14. RELATIONSHIP OF PARTIES: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall June 2017 be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 15. NO THIRD -PARTY RIGHTS: The parties do not intend to create rights in, or to grant remedies to, any third Party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein. 16. ARBITRATION: The Parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Each Party will select an arbitrator. Those two arbitrators will then select a third. The three -member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final, unappealable and binding on the parties. Notwithstanding the foregoing, the Parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 17. ATTORNEYS' FEES: If either Party institutes an action or legal proceeding arising out of or related to this Agreement or the relationship of the Parties or their rights or duties in connection with the matters set forth in this Agreement, whether sounding in tort, contract, or otherwise, the prevailing Party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the arbitration panel. 18. INSURANCE: The Customer shall, for the duration of this Agreement, obtain and maintain at its own expense, premises liability coverage with a minimum combined single limit of $1,000,000 per occurrence and provide City with proof of insurance providing and maintaining the coverages and endorsements set forth herein. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. Customer shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 19. CONDITIONS PRECEDENT: City's obligations under this Agreement are subject to the following conditions: 19.1 By its execution of this Agreement, Customer agrees to pay all costs incurred by City for the design and construction of the Added Facilities according to the terms of this Agreement. If Customer terminates this Agreement in writing during the design and 6 June 2017 construction process, Customer shall be obligated to reimburse City for all costs incurred and committed to date, including, without limitation, costs of design and construction and demolition and removal, which costs shall include costs of employees of Vernon and costs paid to or owed to third party vendors for any and all Services provided to date. 19.2 Prior to the date on which City provides electrical service, Customer shall have obtained and paid for all necessary local and state licenses and permits for operation of its business including Vernon building, electrical and mechanical permits, health permit, certificate of occupancy, business license, etc. 19.3 City shall not provide electrical service under this Agreement until Customer has notified City in writing of its date of commencing operations, which shall not occur prior to the date on which Customer has obtained all of the licenses and permits described in Section 19.2 above. 20. EVENTS OF DEFAULT: Any default described herein that is not cured by the Customer within ten (10) days of delivery of notice of default shall constitute an "Event of Default"; provided, however, that such default shall not constitute an Event of Default if Customer commences to cure the default within such ten (10) day period and diligently prosecutes the cure to completion. City shall have the right, at its option, to terminate this Agreement and to demand payment as described herein upon the occurrence of an "Event of Default." Upon demand by City following an Event of Default, Customer shall immediately pay all accrued and unpaid amounts of the Monthly Charges as of the date of termination and the Termination Fee, as described in Appendix 1 to Exhibit B, calculated as of the date of termination. Customer shall be given ten (10) days written notice of any Event of Default with a request that Customer cure said default. The termination of the obligations of City will not terminate the obligations of Customer until Customer has repaid City for any costs incurred pursuant to this Agreement. Each of the following shall constitute an Event of Default: 20.1 Customer relocates outside Vernon prior to the date on which the Added Facilities Installation Cost has been paid in full. 20.2 Customer breaches or defaults under any term, condition, provision, representation, or warranty in this Agreement, if that breach or default shall continue for ten (10) days after notice of the breach or default to Customer from Vernon Public Utilities. 20.3 Occurrence of any of the following: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of an involuntary petition filed against Customer, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Customer's assets located at the Property, where possession is not restored to Customer within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Customer's assets located at the Property, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any 7 June 2017 applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. 21. ASSIGNMENT: This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns; provided however, that Customer shall not assign this Agreement or any of its rights, duties, or obligations without the prior written consent of Vernon Public Utilities, which consent shall not be unreasonably withheld. 22. NO WAIVER: No delay or omission to exercise any right, power or remedy accruing to a Party on any breach or default of the other Party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence in such breach or default occurring later; nor shall any waiver of any single breach or default be considered a waiver of any other prior or subsequent breach or default. Any waiver, permit, consent, or approval of any kind by a party of any breach or default under this Agreement, or any waiver of any provisions or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in that writing. 23. REMEDIES: All remedies, either under this Agreement or by law or otherwise afforded to a Party, shall be cumulative and not alternative. 24. HEADINGS NOT BINDING: The use of headings in this Agreement is only for ease of reference, shall have no legal effect and are not to be considered part or a term of this Agreement. 25. SEVERABILITY: If any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable that is not itself invalid, void, or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable. 26. GOVERNING LAW: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules. 27. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 28. In the event of a conflict between this Agreement and any other rules or agreements issued by the City of Vernon governing the Added Facilities, this Agreement shall control. 8 June 2017 29. SIGNATURE CLAUSE: The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of August 1, 2017. TIA CITY OF VERNON B Gt. pmae�p Name: Melissa Ybarra Title: Mayor TEST: Maria � . Ayala, City Jerk APPR VED AS TO FORM: r Brian n, Deputy V y Attorney GT'S �VING FOODS, LLC By: Name: Title: By. ( / Name: /�/a2 a siA�r Title: C N4)),?- 9 June 2017 EXHIBIT A ADDED FACILITIES PLANS AND SPECIFICATIONS Service Address: 4415 Bandini Boulevard Facilities [4415 Bandini Boulevard] Total Added Facilities (1): Investment a. New Facilities $85,000 b. Existing Facilities $0 c. Calculated Replacement Cost $35,000 d. Total cost of Added Facilities $120,000 (1) Labor: $ 18,000 (2) Equipment: $ 9,000 Material: $ 93,000 Total: $120,000 PADMOUNT ISOLATING SWITCH PME-9 2500KVA Added facilities 16KV Q 2n1480V (M) TOTALIZING METER i 110 AL 2500KVA Q 16KV 0 277/480V M a z I 3867VP City's 16kV Circuit 10 June 2017 EXHIBIT B ADDED FACILITIES MONTHLY CHARGE Customer shall pay a monthly added facilities charge at the rate set below. The rate is based on a percentage of the Added Facilities Installation Cost. Added Facilities Monthly Rate (1) 0.33% (multiplied by) Added Facilities Installation Cost (2) $120,000 Added Facilities Monthly Charge $396 (1) Pursuant to Rule 2.11 (2) Pursuant to Exhibit A to this Agreement 11 June 2017 APPENDIX 1 TO EXHIBIT B TERMINATION FEE If this Agreement is terminated for any reason, Customer shall pay City in full the Termination Fee calculated as set forth below: • Remaining principal balance of Added Facilities Installation Cost. • Plus: Cost of Upgrades made at Customer's request for Customer's convenience (if any). • Plus: Demolition and Removal cost (if applicable). • Plus: Other documented costs actually incurred by City (such as insurance, taxes, cancellation fees, etc., if any), 12 June 2017 EXHIBIT C PROJECT SCHEDULE City Council Approval: August 1, 2017 Construction Start Date: August 14, 2017 Construction Completion date: August 30, 2017 13 June 2017 STAFF REPORT RECEIVED JUL 2 6 2017 CITY CLERK'S OFFICE (DECEIVED JUL 2 5 2017 CITY ADMINISTRATION STAFF REPORT PUBLIC UTILITIES DEPARTMENT-7-JLP-(1 DATE: August 1, 2017 TO: Honorable Mayor and City Council FROM: Kelly Nguyen, General Manager of Public Utilitie4-t� RE: A Resolution Approving and Authorizing the Execution of an Added Facilities Agreement By and Between the City of Vernon and GT's Living Foods, LLC Recommendation A. Find that the approval of the proposed agreement is exempt under the California Environmental Quality Act ("CEQA"), because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378. As for the possible construction of additional laterals and related meters to deliver electric service, the proposed action is categorically exempt from CEQA review, in accordance with CEQA Guidelines § 15301, because the proposed project consists of the maintenance, repair or minor alteration of an existing facility and involves negligible or no expansion of an existing use; and B. Adopt a resolution approving and authorizing the execution of an Added Facilities Agreement by and between the City of Vernon and GT's Living Foods, LLC. Background GT's Living Foods, LLC has developed a new 267,000 square feet building on a property site located at 4415 Bandini Blvd. The building is 881 feet long which qualifies the building to receive two electric services, one electric service on the east and the other on the west side of the building. However, the customer has asked for one service on the east side of the building and two services on the west side of the building. This Added Facilities Agreement only covers the installation of the second electric service on the west side of the building. The City of Vernon Rules for Electric Service "Description of Service" Rule No. 2, has a provision identified as section H, Added Facilities. Where a customer requests and the City agrees to install Added Facilities, the costs thereof shall be borne by the customer. Such costs Page 1 of 2 shall include continuing costs as may be applicable. Unless otherwise provided by the City Rate Schedules, these Added Facilities will be installed, owned and maintained or allocated by the City solely as an accommodation to the Customer. Added Facilities are defined in the City's Rule 2.H, as those which are in addition to, or in substitution for the standard facilities the City would normally install to serve a customer. A customer has options to either request Customer - financed Added Facilities or City -financed Added Facilities. Customers served by the Customer -financed Added Facilities shall pay a monthly charge of 0.33% of the amount advanced. Customers served by City -financed Added Facilities shall pay a monthly charge of 1.0% of the additional costs associated with the Added Facilities. The monthly charges include maintenance and replacement of the facilities allocated for the customer's use. The Customer has opted to pay for the added facilities installation cost, and in addition shall pay a monthly fee of $396 in perpetuity for the City's responsibility to own, maintain and replace as needed the added facilities equipment. The estimated cost of installation of the Added Facilities is $120,000. With the use of totalizing the two meters on the west side of the building the customer receives one -meter monthly charge instead of two meter monthly charges resulting in a $335 monthly savings and potentially can reduce the monthly electric demand on the totalized meter via load management. In addition, the Customer shall pay $396 per month for the added facilities charges in perpetuity. The net result is approximately 1 % discount on Customer's monthly bill compared to standard services. The proposed resolution and agreement have been approved to form by the City Attorney's office. Fiscal Impact The fiscal impact to City's gross revenue by serving the Customer via totalizing metering as opposed to standard services is estimated at $6,000 per fiscal year. Attachment(s) 1. Proposed Resolution RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ADDED FACILITIES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND GT'S LIVING FOODS, LLC WHEREAS, GT's Living Foods, LLC ("GT's Living") operates a bottling company in the City of Vernon; and WHEREAS, GT's Living has developed a new 267,000 square feet building on a property at 4415 Bandini Blvd, 881 feet long which qualifies to receive two electric services, one electric service on the east and the other on the west side of the building; and WHEREAS, GT's Living has requested an additional electric service on the west side of the building; and WHEREAS, by memorandum dated August 1, 2017, the General Manager of Public Utilities has recommended that the City enter into an added facilities agreement with GT Living's to install an additional electric service ("Added Facilities") on the west side of the building, setting forth the terms and conditions under which the City will design, engineer, procure, construct, install, own, operate and maintain the Added Facilities, subject to the appropriate costs being paid by GT's Living (the "Added Facilities Agreement"); and WHEREAS, the City Council of the City of Vernon desires to approve the Added Facilities Agreement with GT's Living. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act ("CEQA"), in accordance with CEQA Guidelines Section 15301(b), because this approval will merely lead to the possible construction of additional laterals and related meters to deliver electric service, and such construction is, at most, a negligible expansion of the existing facilities of the City's electric utility. SECTION 3: The City Council of the City of Vernon hereby approves the Added Facilities Agreement with GT's Living Foods, LLC, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Agreement to GT's Living. - 2 - SECTION 7: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this ist day of August, 2017. ATTEST: City Clerk / Deputy City Clerk APPROV D AS T FORM: I Brian Byun, Depu City Attorney Name: Title: Mayor / Mayor Pro-Tem - 3 - STATE OF CALIFORNIA COUNTY OF LOS ANGELES I, ss City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, August 1, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of August, 2017, at Vernon, California. (SEAL) City Clerk / Deputy City Clerk - 4 - 0 THE CITY OF VERNON ADDED FACILITIES AGREEMENT WITH GT'S LIVING FOODS, LLC 1. PARTIES: The Parties to this Added Facilities Agreement ("Agreement") are GT's Living Foods, LLC, a Delaware limited liability company ("Customer") and the City of Vernon, a California charter City and California municipal corporation ("City"), hereinafter referred to individually as "Party" and collectively as "Parties." 2. RECITALS: 2.1 Prior to entry into this Agreement, City has provided or will provide electric service to Customer pursuant to that certain application submitted by Customer on or about June 16, 2016 ("Application"). The Parties desire to enter into the instant Agreement with respect to additional or new electric service delivery to the property located at 4415 Bandini Boulevard, Vernon, California (the "Property"). 2.2 Customer wishes to receive one additional electric service on the west side of the building and consolidate the monthly usage of the two 4,000A 277/480V main services into a single point of delivery metered at 480 volts. Both services will be served from the same primary 16KV wireline entering the western portion of the property via underground system. 2.3 Parties agree that, subject to the terms of this Agreement, City shall provide the design, engineering, procurement, construction, installation, ownership, and maintenance of the electric facilities described in Exhibit A (hereinafter referred to as the "Added Facilities"), the cost of which shall be borne by Customer, pursuant to the payment terms set forth in Exhibit B. 3. AGREEMENT: Parties agree to the terms and conditions set forth herein, including Exhibits A through C attached hereto and incorporated herein. 4. EFFECTIVE DATE AND TERM: 4.1 This Agreement shall be effective and binding upon execution by the Parties and approval by the City Council of the City of Vernon. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to have the Added Facilities installed and operational such that electric service under the Agreement may begin by August 30, 2017. 4.2 This Agreement shall continue in effect until Customer gives notice of termination of service in accordance with Vernon's Rules for Electric Service (as amended, the "Electric Service Rules"), or this Agreement is terminated by City due to an Event of Default by Customer or otherwise; provided, however, that if this Agreement is terminated, all unpaid Added Facilities Monthly Charges due through the date of termination, and the Termination Fee, as described in Appendix 1 of Exhibit B, must be paid in full within thirty (30) days following the effective date of termination of this Agreement. No June 2017 election to terminate this Agreement shall be effective unless and until such costs, including the Termination Fee, as described in Appendix 1 of Exhibit B, are paid in full. 5. DEFINITIONS: The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the following meanings: 5.1 Added Facilities: The facilities to be constructed as specified in Exhibit A attached hereto and incorporated herein by reference, which are being allocated for the Customer's use and benefit as Added Facilities as well as replacements or betterments associated therewith. 5.2 Added Facilities Installation Cost: All costs associated with the design, engineering, procurement, construction and installation of the Added Facilities. Added Facilities Installation Cost will be equal to such final amounts in Exhibit A, and shall be paid on a monthly basis as set forth in Exhibit B. 5.3 Added Facilities Monthly Rate: The Added Facilities Monthly Rate pursuant to Exhibit B. 5.4 Agreement and Amendments: This Agreement, including all attachments and exhibits hereto, as may be amended from time to time. Modifications and amendments to this Agreement shall be valid and enforceable only if in writing and signed by the Parties. 5.5 Added Facilities Monthly Charge: The charge to Customer for Added Facilities that is payable monthly to City as outlined in Exhibit B. The Added Facilities Monthly Charge recovers the Added Facilities Installation Cost, replacement cost, and operations and maintenance cost. 5.6 Services: The design, engineering, procurement, construction, installation, ownership, operation and maintenance of the Added Facilities. 6. ADDED FACILITIES: 6.1 City shall design, engineer, procure, construct, install, own, operate, and maintain the Added Facilities. Subject to Customer's fulfillment of the conditions precedent set forth in Section 19 below, City will use its best efforts to install the Added Facilities so that they are fully operational by August 30, 2017 (the "Commencement Date"), at which time, the charges outlined in Exhibit B will commence. Added Facilities shall at all times remain the property of City. 6.2 City shall commence performance of the design and construction of the Added Facilities upon full execution of this Agreement and Customer's fulfillment of all conditions precedent set forth in Section 19 below. City shall complete the installation of the Added Facilities per Project Schedule, Exhibit C, after the effective date of this Agreement. However, City shall not be liable for any cost or damage incurred by Customer because of any delay in the completion of the installation of any Added Facilities. Should the Added Facilities not be completed by the Commencement Date, the charges outlined in 2 June 2017 Exhibit B shall be abated until such time as the Added Facilities are installed and operational. 6.3 City shall construct and maintain the Added Facilities diligently and pursuant to all applicable federal, state and local safety codes, regulations, and laws, including but not limited to the requirements of California's General Orders No. 95, 128 and 165. Additionally, and included in the Added Facilities Installation Cost outlined in Exhibit B, Customer shall have the exclusive right of use of the Added Facilities; provided, however, that if City, at its sole cost and expense, makes any improvements or additions to the Added Facilities beyond the scope of the Customer's plans and specifications as described in Exhibit A, then Customer's use of the Added Facilities shall be non- exclusive; provided, however, that City shall in all events be required to provide to the Customer the full use of the Added Facilities as originally constructed pursuant to the Customer's plans and specifications. Such improvements shall be reasonably coordinated with Customer prior to any such improvements made in order to avoid interruption of Customer's operations. 7. CHARGES: 7.1 Customer shall pay to City the charges outlined in and in accordance with Exhibit B as payment for all costs incurred by City for designing, engineering, procuring, constructing, installing, owning, operating, and maintaining the Added Facilities. If at any time Customer requests upgrades to the Added Facilities for Customer's convenience, City shall determine if such upgrades are feasible. If such upgrades are made at Customer's request for Customer's convenience and benefit, the costs shall be paid by Customer at the times and on the basis as agreed to in a separate writing by the Parties at the time. 8. MODIFICATIONS OR REPLACEMENT OF ADDED FACILITIES: Whenever Added Facilities are repaired or replaced due to damage or equipment failure, the work shall be completed at City's sole expense in accordance with good utility practice, unless the damage or equipment failure is caused by or due to action or inaction by the Customer, in which case the Customer shall be solely responsible for the entire cost of repair or replacement. Where an upgrade of Added Facilities is required for City's convenience or necessity, no increase shall be made in the investment amount for Added Facilities or the Added Facilities Installation Cost. City shall be responsible for all routine maintenance and repairs required to maintain the Added Facilities in good operating condition and shall make those capital expenditures (including capital repairs and replacements, as necessary) required to maintain the Added Facilities. 9. RIGHT-OF-WAY: Customer hereby grants to City the right of ingress to and egress from Customer's Property as determined by City in its sole discretion for any purpose connected with the construction, operation, and maintenance of the Added Facilities. Customer agrees to provide right-of-way or easements of sufficient space to provide legal clearance from all structures now or hereafter erected on Customer's Property for any facilities of City. Concurrently with the execution of this Agreement, Customer will June 2017 execute a recordable document evidencing the above described right of ingress and egress and right-of-way or easement, with the recordation costs to be borne by City. 10. BILLING AND PAYMENT: 10.1 City shall prepare and deliver monthly bills to Customer for the Added Facilities Monthly Charge. 10.2 The Customer shall pay City the charges outlined in Exhibit B concurrently with its electric service bills. Late charges will be applied pursuant to the City's Electric Service Rules. NOTICES: Except as otherwise provided in this Agreement, any notice, demand, or request provided for in this Agreement, or served, given, or made in connection with the Agreement, shall be in writing and shall be deemed properly served, given, or made if delivered in person, or sent by United States Mail, postage prepaid, or sent by reputable overnight delivery service, to the address specified below: Company: GT's Living Foods, LLC 4646 Hampton Street Vernon, CA 90058 Attn: Dooman Thorosian Telephone: 323-581-7787 Email:dthorosian@drinkgts.com Vernon: City of Vernon Public Utilities Department Attn: General Manager 4305 Santa Fe Avenue Vernon, CA 90058 Copy to: City of Vernon City Attorney's Office Attn: City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 Either Party may at any time, by notice to the other Party, change the designation or address of the person so specified as the one to receive notices pursuant to this Agreement. Notices shall be deemed given and received on the date of delivery or attempted delivery, if delivery is not accepted. 11. FORCE MAJEURE: Neither Party shall be considered to be in default in the performance of any of its obligations under this Agreement (other than obligations to make payments pursuant to this Agreement) when failure of performance shall be due to uncontrollable forces. The term "uncontrollable forces" means any cause beyond the 4 June 2017 control of the Party failing to perform, including, but not restricted to, failure of facilities, flood, earthquake, storm, lightning, fire, epidemic, war, riot, terrorism, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non -action by, or inability to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has not overcome. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such liability. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. 12. INDEMNIFICATION AND LIMITATIONS ON LIABILITY: 12.1 Except to the extent of Vernon Public Utilities' gross negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless City of and from any and all claims, causes of action, damages and judgments arising out of any act or omission of City, and its respective officers, directors, employees and agents that may have caused injury or damage to any person, or to the equipment, fixtures, goods, products, or other property of the Customer, the Customer's employees, contractors, invitees, customers, or any other person in or about the Property, regardless of cause or whether or not such injury or damage results from conditions arising from Services provided by City hereunder or the installation, operation or maintenance of the Added Facilities or any failure of the Added Facilities to deliver electrical power or any defect in the Added Facilities, or explosion, fire, or steam released from the Added Facilities. 12.2 Notwithstanding either Party's negligence or breach of this Agreement, under no circumstances shall either Party be liable to the other Party for indirect, special, or consequential loss, damage, claim, cost, charge, or expense including, but not limited to, loss of business or any loss of income or profit therefrom, loss of use of a Party's facilities, loss of revenue, cost of replacement power or water, and claims of any third party, including any customer of the other Party. 13. ENTIRE AGREEMENT: This Agreement, including Exhibits A-C, constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 14. RELATIONSHIP OF PARTIES: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall 5 June 2017 be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 15. NO THIRD -PARTY RIGHTS: The parties do not intend to create rights in, or to grant remedies to, any third Party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein. 16. ARBITRATION: The Parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Each Party will select an arbitrator. Those two arbitrators will then select a third. The three -member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final, unappealable and binding on the parties. Notwithstanding the foregoing, the Parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 17. ATTORNEYS' FEES: If either Party institutes an action or legal proceeding arising out of or related to this Agreement or the relationship of the Parties or their rights or duties in connection with the matters set forth in this Agreement, whether sounding in tort, contract, or otherwise, the prevailing Party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the arbitration panel. 18. INSURANCE: The Customer shall, for the duration of this Agreement, obtain and maintain at its own expense, premises liability coverage with a minimum combined single limit of $1,000,000 per occurrence and provide City with proof of insurance providing and maintaining the coverages and endorsements set forth herein. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. Customer shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 19. CONDITIONS PRECEDENT: City's obligations under this Agreement are subject to the following conditions: 19.1 By its execution of this Agreement, Customer agrees to pay all costs incurred by City for the design and construction of the Added Facilities according to the terms of this Agreement. If Customer terminates this Agreement in writing during the design and 6 June 2017 construction process, Customer shall be obligated to reimburse City for all costs incurred and committed to date, including, without limitation, costs of design and construction and demolition and removal, which costs shall include costs of employees of Vernon and costs paid to or owed to third party vendors for any and all Services provided to date. 19.2 Prior to the date on which City provides electrical service, Customer shall have obtained and paid for all necessary local and state licenses and permits for operation of its business including Vernon building, electrical and mechanical permits, health permit, certificate of occupancy, business license, etc. 19.3 City shall not provide electrical service under this Agreement until Customer has notified City in writing of its date of commencing operations, which shall not occur prior to the date on which Customer has obtained all of the licenses and permits described in Section 19.2 above. 20. EVENTS OF DEFAULT: Any default described herein that is not cured by the Customer within ten (10) days of delivery of notice of default shall constitute an "Event of Default"; provided, however, that such default shall not constitute an Event of Default if Customer commences to cure the default within such ten (10) day period and diligently prosecutes the cure to completion. City shall have the right, at its option, to terminate this Agreement and to demand payment as described herein upon the occurrence of an "Event of Default." Upon demand by City following an Event of Default, Customer shall immediately pay all accrued and unpaid amounts of the Monthly Charges as of the date of termination and the Termination Fee, as described in Appendix 1 to Exhibit B, calculated as of the date of termination. Customer shall be given ten (10) days written notice of any Event of Default with a request that Customer cure said default. The termination of the obligations of City will not terminate the obligations of Customer until Customer has repaid City for any costs incurred pursuant to this Agreement. Each of the following shall constitute an Event of Default: 20.1 Customer relocates outside Vernon prior to the date on which the Added Facilities Installation Cost has been paid in full. 20.2 Customer breaches or defaults under any term, condition, provision, representation, or warranty in this Agreement, if that breach or default shall continue for ten (10) days after notice of the breach or default to Customer from Vernon Public Utilities. 20.3 Occurrence of any of the following: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of an involuntary petition filed against Customer, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Customer's assets located at the Property, where possession is not restored to Customer within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Customer's assets located at the Property, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any 7 June 2017 applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. 21. ASSIGNMENT: This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns; provided however, that Customer shall not assign this Agreement or any of its rights, duties, or obligations without the prior written consent of Vernon Public Utilities, which consent shall not be unreasonably withheld. 22. NO WAIVER: No delay or omission to exercise any right, power or remedy accruing to a Parry on any breach or default of the other Party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence in such breach or default occurring later; nor shall any waiver of any single breach or default be considered a waiver of any other prior or subsequent breach or default. Any waiver, permit, consent, or approval of any kind by a party of any breach or default under this Agreement, or any waiver of any provisions or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in that writing. 23. REMEDIES: All remedies, either under this Agreement or by law or otherwise afforded to a Party, shall be cumulative and not alternative. 24. HEADINGS NOT BINDING: The use of headings in this Agreement is only for ease of reference, shall have no legal effect and are not to be considered part or a term of this Agreement. 25. SEVERABILITY: If any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable that is not itself invalid, void, or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable. 26. GOVERNING LAW: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules. 27. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 28. In the event of a conflict between this Agreement and any other rules or agreements issued by the City of Vernon governing the Added Facilities, this Agreement shall control. 8 June 2017 29. SIGNATURE CLAUSE: The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of August 1, 2017. THE CITY OF VERNON GT'S LIVING FOODS, LLC By: By: Name: Name: Title: Title: ATTEST: By: Name: Maria E. Ayala, City Clerk Title: APPROVED AS TO FORM: Brian Byun, Deputy City Attorney 9 June 2017 1*4 N 1.1_r_� ADDED FACILITIES PLANS AND SPECIFICATIONS Service Address: 4415 Bandini Boulevard Facilities [4415 Bandini Boulevard] Total Added Facilities (1): Investment a. New Facilities $85,000 b. Existing Facilities $0 c. Calculated Replacement Cost $35,000 d. Total cost of Added Facilities $120,000 (1) Labor: $ 18,000 (2) Equipment: $ 9,000 Material: $ 93,000 Total: $120,000 i i PADMOUNT ISOLATING SWITCH PME-9 r 2500KVA ,� Added facilities 16KV Q 277/480V \ i TOTALIZING METER 1 /0 AL J 2500KVA a 16KV Ln 277/480V Q � 3: a,z 3867VP —a City's 16kV Circuit 10 June 2017 EXHIBIT B ADDED FACILITIES MONTHLY CHARGE Customer shall pay a monthly added facilities charge at the rate set below. The rate is based on a percentage of the Added Facilities Installation Cost. Added Facilities Monthly Rate (1) 0.33% (multiplied by) Added Facilities Installation Cost (2) $120,000 Added Facilities Monthly Charge $396 (1) Pursuant to Rule 2.11 (2) Pursuant to Exhibit A to this Agreement 11 June 2017 APPENDIX 1 TO EXHIBIT B TERMINATION FEE If this Agreement is terminated for any reason, Customer shall pay City in full the Termination Fee calculated as set forth below: • Remaining principal balance of Added Facilities Installation Cost. • Plus: Cost of Upgrades made at Customer's request for Customer's convenience (if any). • Plus: Demolition and Removal cost (if applicable). • Plus: Other documented costs actually incurred by City (such as insurance, taxes, cancellation fees, etc., if any), 12 June 2017 EXHIBIT C PROJECT SCHEDULE City Council Approval: August 1, 2017 Construction Start Date: August 14, 2017 Construction Completion date: August 30, 2017 13 June 2017