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AGREEMENT BETWEEN THE
FIRST PUBLIC HYDROGEN AUTHORITY
AND THE CITY OF LANCASTER
This agreement (Agreement) is made between the FIRST PUBLIC HYDROGEN AUTHORITY (FPH2) AND THE CITY OF LANCASTER (CITY).
RECITALS
WHEREAS, FPH2 is a Joint Powers Authority established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code; and
WHEREAS, pursuant to Article XI, Local Government Section 9, of the California Constitution, a municipal corporation may establish, purchase, and operate public works to furnish its inhabitants with light, water, power, heat, transportation, or means of communication; and
WHEREAS, pursuant to the Public Utilities Code, section 10002, FPH2 was established with the intent to acquire, construct, own, operate, or lease any public utility; and WHEREAS, the purpose of FPH2 is to undertake the purchase, sale, and or resale of hydrogen and/or energy, the financing and/or refinancing of projects of any nature, including, but not limited to, capital or working capital projects, insurance, liability or maintenance programs or facilitating Members’ use of existing or new financial instruments and mechanisms; and WHEREAS, it is further the intention of the Members that the projects undertaken will result in significant public benefits to the inhabitants of the jurisdictions of the Members; and WHEREAS, FPH2 agrees to contract from the CITY OF LANCASTER services necessary to provide hydrogen utility services, including human resource, staffing and fiscal administration adequate to meet the regulatory and legislated responsibilities of a public utility within the State of California; and
WHEREAS, the CITY agrees to provide such services consistent with all applicable laws and regulations pursuant to the provisions of this Agreement; and WHEREAS, FPH2 and the CITY OF LANCASTER together agree to enter into this Agreement pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (commencing with §6500).
In consideration of the mutual covenants and conditions, FPH2 and the CITY OF LANCASTER agree as follows:
TERMS AND CONDITIONS
1. PURPOSE
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The purpose of this Agreement is for FPH2 to contract from the CITY OF LANCASTER certain administrative and operations services as FPH2 and the CITY OF LANCASTER have determined are necessary to enable FPH2 to meet the regulatory and legislated responsibilities of a public utility for compensation consistent with all applicable laws and regulations. This Agreement is entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (commencing with §6500).
2. TERM OF AGREEMENT
The term of this Agreement shall be for a period commencing on the date of the last signature hereon and ending on June 30, 2025, unless earlier terminated, extended, or modified as provided herein. The Parties hereto expressly agree and authorize the City Manager of the CITY OF LANCASTER and Chief Executive Officer of FPH2, respectively, to extend the term hereof to no later than June 30, 2026. Although this Agreement will become effective as of the date of the last signature hereon, and the parties will commence planning for the remainder of the 2024/25 fiscal year, it is intended that the provision of Services pursuant to this Agreement will commence prior to the date of the last signature hereon.
3. SCOPE OF SERVICES
The CITY OF LANCASTER agrees to provide the human resource, staffing, and fiscal administration, as specified in “Scope of Materials and Services” (Exhibit “A”), attached and incorporated by this reference (collectively, the “Services”). The CITY OF LANCASTER and FPH2 will mutually agree upon an annual budget for the Services based on a best estimate of the costs to provide such Services and historical data, which budget will be adopted by FPH2 prior to the commencement of each fiscal year (“Annual Budget”). The Annual Budget for the fiscal year inclusive of the date of the last signature hereon, is attached hereto as Exhibit “B”. The Annual Budget will be subject to amendment in accordance with changes in the actual costs of goods and services provided by the CITY OF LANCASTER as described in Section 5(c). Exhibit A may be amended in whole or in part to reflect any changes or adjustments as directed by the actions of the governing bodies of the FPH2 and/or the CITY OF LANCASTER. For purposes of interpretation of the scope and nature of the Services, the governing order of document precedence shall be first Exhibit A and second the current fiscal year budget for the FPH2, as amended. For all subsequent fiscal years, the annual budget will be effective July 1 – June 30 of each year.
Notwithstanding any other provision of this Agreement, the CITY OF LANCASTER shall have no obligation to perform any Services or other obligation under this Agreement once the aggregate amount of all invoices issued pursuant to Section 5, below, totals $2,600,000.00.
4. COMPENSATION
The CITY OF LANCASTER shall perform its obligations under this Agreement in accordance with the approved Annual Budget, as amended, each fiscal year during the term of this 3 | P a g e
Agreement or until the termination or expiration of this Agreement. Compensation is based on the cost matrix as described below:
A. The CITY OF LANCASTER may purchase materials and supplies which will be reimbursed by FPH2 at the actual cost of the material or supplies.
B. FPH2 shall pay the pro rata portion of the base salary and associated employment benefits for all time spent by Program Staff (as defined in Section 11) on FPH2 matters as described in the Annual Budget.
C. The CITY OF LANCASTER agrees to provide the following products and services in the scope of this Agreement to the level used by the CITY OF LANCASTER in the scope of its regular business practices: financial and payroll systems as needed to provide human resource, staffing and fiscal support. Where FPH2 has purchased and/or owns user licenses or enhancements, or chooses to enhance any of these services beyond the level used by the CITY OF LANCASTER, FPH2 agrees to pay the costs for the enhancements and related maintenance.
D. Except as provided in Paragraph C above, the CITY OF LANCASTER may make available certain services, products and/or software for which they are the sole owner, or certain services or purchases from which both the CITY and FPH2 derive relevant benefits. The CITY OF LANCASTER may assess a proportionate share of the purchase cost and/or service costs to FPH2 not to exceed a proportionate amount based on the ratio of Full-Time Equivalents or any other relevant use metric between both agencies at the end of the current fiscal year or period of service, product and/or software use.
E. If additional services are required or requested over and above the services described in Exhibit A or which exceed the Annual Budget, as amended, then such services and associated costs may be provided when directed and approved by the FPH2 Governing Board and accepted by the CITY OF LANCASTER.
F. FPH2 will further pay a charge to cover administrative overhead and compensate the CITY OF LANCASTER for the indirect costs of delivering the services described herein. Said charge will be calculated as 10% of the total billed each month for services and will be added to the invoice.
5. PAYMENT OF COSTS
The CITY OF LANCASTER shall, within sixty (60) days of the end of FPH2’s fiscal year or as necessary, deliver to FPH2 an invoice for materials and services provided since the previous invoice. Each invoice shall include a description of the materials and services provided.
A. Payment for the costs of services and materials provided by the CITY OF LANCASTER to the FPH2 pursuant to this Agreement shall be made pursuant to the adopted budget approved by the FPH2 Governing Board.
B. Professional services of the CITY OF LANCASTER staff will be billed monthly at 1/12 of the contracted amount approved in the annual FPH2 Budget as set forth in the line item, “Program Staff”.
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C. Not less than quarterly, the CITY OF LANCASTER will reconcile the actual costs to deliver the Services against the estimates approved in the Annual Budget. If the actual cost to deliver the Services exceeds the estimate in the Annual Budget, then the CITY OF LANCASTER may immediately invoice FPH2 for such excess cost. If the actual cost to deliver the Services is less than the estimate in the Annual Budget, then the CITY OF LANCASTER will credit FPH2 for such cost savings. If an increase or decrease in actual cost is expected to continue for the remainder of the fiscal year, then the Annual Budget and the monthly billing will be modified accordingly, provided, however, that with respect to increases in the Annual Budget, the CITY OF LANCASTER will cooperate with FPH2 to find ways to mitigate such increases.
D. FPH2 shall pay the aggregate amount of all invoices pursuant to the promissory note that is attached hereto as Exhibit “C” and incorporated herein.
In the event FPH2 disputes an amount indicated on an invoice, such dispute shall be resolved in accordance with the conflict resolution procedures as set forth in Section 8 below. In the event of such a dispute, interest will accrue on only that part of the disputed amount which is determined to be due and owing to the CITY OF LANCASTER as provided in Section 4 above.
In the event of a breach or termination of this Agreement, the CITY OF LANCASTER is entitled to payment for Services actually performed and materials actually provided as of the date of the breach or termination. In such event, the CITY OF LANCASTER shall provide a final invoice as set forth above detailing the materials and services provided and hours expended for the period between the last date indicated on the previous invoice to the date of the breach or termination. The final invoice will include the cost of the CITY OF LANCASTER to transition all Dedicated Staff, as defined in Section 11, and for FPH2 to assume all Personnel Costs as set forth in Section 11.
6. INDEMNITY AND LIABILITY
FPH2 and the CITY OF LANCASTER shall, to the extent authorized by law, indemnify and hold harmless each other, their agents and employees against all liabilities arising out of or connected with the performance of this Agreement.
In the event litigation is threatened or commenced by a third party regarding negligent acts or omissions of FPH2, its officers, volunteers and authorized agents while performing services for the FPH2 to which the CITY OF LANCASTER becomes a party, the FPH2 shall retain and bear all litigation costs of FPH2 and THE CITY OF LANCASTER engendered by such litigation.
In the event litigation is threatened or commenced by a third party regarding negligent acts or omissions of the CITY OF LANCASTER, its officers, employees, volunteers and authorized agents while performing services for the CITY OF LANCASTER to which FPH2 becomes a party, the CITY OF LANCASTER shall retain and bear all litigation costs of FPH2 and the CITY OF LANCASTER engendered by such litigation.
For the purposes of this section, negligent acts and omissions include, but are not limited to, the failure to lawfully perform the following: the adoption and implementation of rules, regulations, plans and policies; the issuance of permits; the issuance and management of grants and grant programs; the performance of duties under the California Environmental Quality Act (Pub. Res. Code 21000 et seq.); and the enforcement of rules, regulations, and orders of either FPH2 or the CITY OF LANCASTER. Notwithstanding the foregoing, the CITY OF 5 | P a g e
LANCASTER staff will not be considered to be acting negligently if they properly carry out the rules, regulations, plans and policies adopted by FPH2. FPH2 remains solely responsible for such rules, regulations, permit issuance, grant activities, plans and policies, as well as defending any third-party claim which challenges the enforceability and/or legality of same.
7. INSURANCE
Within thirty (30) days from the execution of this Agreement and for the term of this Agreement, the CITY OF LANCASTER will include FPH2 as an additional named insured on the CITY OF LANCASTER policies for workers’ compensation insurance and employment practices insurance.
FPH2 shall obtain and maintain general liability insurance, property insurance, vehicle comprehensive and collision insurance, errors and omissions insurance, and other insurance as approved by the FPH2 Governing Board at the expense of FPH2.
In the event FPH2 directly obtains the services of officers and employees outside the scope of this Agreement, FPH2 shall obtain and maintain workers’ compensation and employment practices insurance at the expense of FPH2. Such additional insurance shall be obtained within thirty (30) days from the employment of officers or employees outside the scope of this Agreement.
FPH2 will, as necessary, include the CITY OF LANCASTER as an additional named insured on such policies.
8. CONFLICT RESOLUTION
Conflicts regarding the terms, provisions, nature, scope, delivery, provision of specific services or materials, or arising as a result of the implementation of this Agreement shall be resolved in the following manner:
A. The chair of the Governing board of FPH2 (the “Chair”) or the Mayor of the CITY OF LANCASTER (the “Mayor”) shall contact the other, inform him or her of the nature and scope of the conflict and attempt to resolve the conflict.
B. If the Chair and Mayor cannot resolve the conflict by discussion, each shall place an item on the agenda of the next regularly scheduled meetings for their respective Governing Board/City Council, respectively, regarding the conflict and appointment of Governing Board/City Council Members to a Conflict Resolution Committee.
C. The FPH2 Governing Board and the CITY OF LANCASTER City Council shall each appoint two (2) members to the Conflict Resolution Committee.
D. The Conflict Resolution committee shall schedule a meeting to occur within fifteen (15) days of the later of the FPH2 or the CITY OF LANCASTER Governing Board/City Council meeting at which members were appointed to the Conflict Resolution Committee. The Conflict Resolution Committee shall have fifteen (15) days from the date of the first meeting of the committee to attempt to resolve the conflict.
E. If the Conflict Resolution Committee fails to resolve the conflict within the time stated above, the matter shall be submitted to non-binding arbitration by either Party. Each Party agrees to bear one-half (1/2) the cost of obtaining such non-binding arbitration.
An impartial arbitrator shall be selected by alternately striking from a list provided by 6 | P a g e
the California State Mediation and Conciliation Service who shall hear the matter and render a decision.
F. If either of the Governing Board/City Council elects not to accept the decision of the arbitrator at its next regularly scheduled meeting or the arbitrator fails to resolve the matter, either FPH2 or the CITY OF LANCASTER may terminate this Agreement in accordance with the terms set forth herein and pursue such remedies as may be available at law or in equity.
G. Each party reserves its rights and remedies to enforce the terms of this Agreement at law or in equity.
9. DUE DILIGENCE
Upon commencement of the term of this Agreement, the CITY OF LANCASTER agrees to perform with due diligence the services specified herein.
10. EQUIPMENT
Equipment owned by FPH2 at the expiration or termination of this Agreement shall remain the property of FPH2.
Equipment owned by the CITY OF LANCASTER prior to the expiration or termination of this Agreement but used in the performance of services under this Agreement shall remain the property of the CITY OF LANCASTER.
Equipment purchased and billed to FPH2 pursuant to the terms of this Agreement shall be the property of FPH2.
The CITY OF LANCASTER agrees that upon expiration or termination of this Agreement, any property of FPH2 which is in the possession of the CITY OF LANCASTER shall be returned to FPH2 at a location designated by FPH2 within fifteen (15) days of the expiration or termination of this Agreement.
11. PROGRAM STAFF
The CITY OF LANCASTER will provide professional officers and employees of the CITY OF LANCASTER to perform the Services for FPH2 pursuant to the terms of this Agreement. It is intended that the CITY OF LANCASTER will use both (a) existing CITY OF LANCASTER staff; and (b) staff which has been hired by the CITY OF LANCASTER solely to perform the Services (“Dedicated Staff”). All officers and employees of the CITY OF LANCASTER, including the Dedicated Staff, shall remain the officers and employees of the CITY OF LANCASTER. Notwithstanding the provisions of paragraph 4 above, the CITY OF LANCASTER shall remain solely responsible for the payment of all salaries and benefits, including but not limited to salary, health and dental benefits, employment related taxes and pension contributions (collectively, “Personnel Costs”), for its officers and employees when such officers and employees are performing the Services.
The duties which the officers and employees of the CITY OF LANCASTER may be required to perform for FPH2 pursuant to this Agreement shall conform to the job descriptions of such officers and employees in their duties with the CITY OF LANCASTER. For the purposes of 7 | P a g e
this Agreement “job description” shall be the current and most recent job descriptions or as subsequently amended by the CITY OF LANCASTER for the CITY OF LANCASTER’s officers and employees.
Upon expiration or termination of this Agreement with the CITY OF LANCASTER, it is intended that the Dedicated Staff and its office location will be transitioned to FPH2. In the event the FPH2 offers employment to such Dedicated Staff in the same or a similar capacity and subject to the personnel policies and procedures of FPH2 and other requirements as determined by the FPH2 Governing Board, if any, FPH2 will assume all Personnel Costs (including retirement related benefits) of the Dedicated Staff transferred to FPH2 employment on the transition date. Following the expiration or termination, if services will be performed by a third-party contractor, then FPH2 may request 1) that the third-party contractor offer position(s) to the Dedicated Employees; and 2) that the third-party contractor give priority offers of employment of same or similar positions to the Dedicated Employees. Notwithstanding the use of a third-party contractor, FPH2 will remain financially responsible for the assumption of all Personnel Costs for transferred staff as of the transition date.
In the event that FPH2 or any third-party contractor employed by FPH2 fails to transition the Dedicated Staff, then the CITY OF LANCASTER will continue to treat the Dedicated Staff in accordance with the CITY OF LANCASTER’s normal existing policies and procedures and Dedicated Staff will have the same rights and seniority in the same manner and to the same extent as the CITY OF LANCASTER staff who have not been dedicated to provide services to FPH2.
Notwithstanding the foregoing, the CITY OF LANCASTER reserves the right to terminate Dedicated Staff if no position(s) are available and FPH2 will be responsible for all reasonable costs and expenses incurred by the CITY OF LANCASTER in connection with such termination.
12. LEGISLATED POSITIONS
The Governing Board of FPH2 may appoint legal counsel.
13. OPERATIONAL OVERSIGHT
A. The CITY OF LANCASTER will provide the services of a qualified Staff Member to act in the capacity of Chief Executive Officer (CEO) of FPH2. It is acknowledged and understood that the position of CEO is unique and that the person serving in this position must have the full confidence of the Governing Board of FPH2. Accordingly, the Governing Board of FPH2 will have the right, at any time by majority vote, to request the removal of the Staff Member or any replacement thereof from the position of CEO. The replacement for the position of CEO will be subject to the review and approval of FPH2 and FPH2 will be responsible for and shall defend and indemnify the CITY OF LANCASTER from and against any and all costs, expenses, liabilities and/or claims (i) with regard to the removal of the CEO pursuant to this paragraph 13.A., and (ii) to locate and hire any replacement CEO.
B. The initial CEO of FPH2 will be Jason Caudle. Any removal of Jason Caudle from this position will result in his removal from employment with the CITY OF LANCASTER.
C. The Governing Board of FPH2 reserves the right to contract separately for operation oversight of the FPH2 office. The CITY OF LANCASTER will provide reasonable 8 | P a g e
access to its records and personnel for such oversight. Such third party hired for oversight may direct day to day operations under this Agreement as well as oversee actions of staff to provide services under this Agreement as well as oversee actions of staff to provide services under this Agreement, however such third party shall not have the right to change the scope or nature of Services under this Agreement nor exercise any personnel related authority under the CITY OF LANCASTER’s policies and procedures including, but not limited to, performance reviews and discipline of CITY OF LANCASTER personnel. Nothing in this provision shall prevent either the FPH2 Governing Board or any person contracted to provide operation oversight from providing input, advice and consultation regarding FPH2 issues.
14. FEES, FINES, SUBVENTIONS, GRANTS AND OTHER REVENUE
All fees, fines, subventions, grants and other revenue owed to FPH2 pursuant to Federal, State or FPH2 law, rule, regulation, permit or order of a State or Federal Court of competent jurisdiction shall be received by FPH2. In the event that any such fee, fine, subventions, grants and other revenue owed to FPH2 is received by the CITY OF LANCASTER, it shall be transferred to FPH2 immediately upon receipt and shall not affect payments made under this Agreement.
15. CONTRACT PERFORMANCE
The CITY OF LANCASTER agrees to make and maintain all records that are required by Federal or State law or FPH2 rule, regulation, permit or order or by an order of a State or Federal Court of competent jurisdiction and to transfer such records to FPH2 upon expiration or termination of this Agreement.
A Governing Board member of the respective Governing Boards of FPH2 and the CITY OF LANCASTER may attend any open session of Governing Board meetings of the other agency and any public meetings of the other agency which directly relate to the materials and services provided pursuant to this Agreement.
16. COPYRIGHT MATERIALS
FPH2 reserves the right to any copyrightable materials developed pursuant to this agreement. Upon acceptance of the copyrightable materials, FPH2 shall have the right, title and interest, including trade secret and copy right interest, in the copyrightable materials. During the term of this Agreement, the CITY OF LANCASTER shall have a non-exclusive right to use, copy and otherwise benefit from such materials.
17. FISCAL AUDIT
FPH2 shall designate an auditor and a fiscal audit shall be conducted annually by a qualified accountancy firm. The results of the audit shall be presented to the Governing Board on completion.
In the event this agreement expires or terminates, an audit shall be provided to the Governing Board of FPH2 within ninety (90) days of the expiration or termination of this Agreement.
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The CITY OF LANCASTER agrees that FPH2 or its duly authorized representative shall have access and the right to examine, audit, excerpt, transcribe and copy the CITY OF LANCASTER’s financial records, documents, papers and records which are related or pertinent to this Agreement. Such materials shall be retained for a period of at least two (2) years or such other longer period as required by State or Federal law, rule or regulation or by the CITY OF LANCASTER’s policies or procedures.
FPH2 agrees that the CITY OF LANCASTER or its duly authorized representative shall have access and the right to examine, audit, excerpt, transcribe and copy FPH2’s financial records, documents, papers and records which are related or pertinent to this Agreement. Such materials shall be retained for a period of at least two (2) years or such other longer period as required by State or Federal law, rule or regulation or by FPH2’s policies or procedures.
18. PRIVILEGES AND IMMUNITIES
Pursuant to the provisions of Government Code 6513 and any other applicable law, all of the privileges and immunities from liability, exceptions from laws, ordinances and rules, all pension, relief, disability, workers’ compensation and other benefits which apply to the activity of officers, agents or employees of the CITY OF LANCASTER shall apply to the same degree and extent while such officers, agents or employees of the CITY OF LANCASTER are engaged in the performance of any of their functions and duties within the jurisdiction of FPH2 or the CITY OF LANCASTER.
19. SUCCESSORS
Neither party will assign or transfer any rights or obligations under this Agreement without the written consent of the other.
Each party and their successors, legal representatives and to the extent permitted herein, their assigns, are hereby bound to the other party and to the successors, legal representatives and the assigns of the other party in respect to all covenants, agreements and obligations of this Agreement.
20. AMENDMENT
This Agreement and its Exhibits, as amended from time to time in accordance with the terms of this Agreement, constitute the entire agreement between the Parties and will supersede all prior written or oral understandings. This Agreement and its Exhibits, as amended, may only be amended, supplemented and modified by an executed written instrument as approved the Governing Board of FPH2 and the City Council of the CITY OF LANCASTER. Notwithstanding the foregoing, the Governing Board and City Council may specify a threshold for modifications to the Services and the Annual budget which are within the discretion of the FPH2 Chief Executive Officer and CITY OF LANCASTER City Manager.
21. TERMINATION
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The Governing Board and City Council of FPH2 or the CITY OF LANCASTER, respectively, may terminate this Agreement at any time by giving written notice to the other party 180 days in advance of the proposed termination, but not less than ninety (90) days before the effective date of the proposed termination.
In the event this Agreement is terminated, all finished and unfinished documents and other materials produced by the CITY OF LANCASTER pursuant to the terms of this Agreement shall be provided to FPH2. If the Agreement is terminated by either party, the CITY OF LANCASTER shall be paid all amounts due and unpaid, whether or not such amounts had been billed to FPH2, as of the date of the termination subject to the resolution of any disputed amounts pursuant to the conflict resolution procedure set forth in Section 8 above.
In the event this Agreement is terminated, FPH2 Dedicated Staff will be transitioned in accordance with the terms of Section 11.
22. EFFECTIVE DATE
This Agreement shall be effective [execution date] for the term specified in Section 2 above.
23. VENUE
The venue for any claims or actions brought related to or regarding this Agreement shall lie in the County of Los Angeles, California.
This Agreement is executed in the City of Lancaster, County of Los Angeles.
FIRST PUBLIC HYDROGEN AUTHORITY CITY OF LANCASTER
BY: ____________________________ BY: __________________________ Jason Caudle Trolis Niebla
Chief Executive Officer City Manager
DATED: ______________________ DATED: ______________________ ATTEST:
_______________________________
Andrea Alexander, City Clerk
APPROVED AS TO FORM:
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_______________________________
Allison Burns, City Attorney
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EXHIBIT A
SCOPE OF MATERIALS AND SERVICES
The CITY OF LANCASTER agrees to provide services to FPH2 as specified in the Agreement, namely: provide administration and operations, adequate to meet the regulatory and legislated responsibilities of a public utility within the State of California pursuant to the Public Utilities Code, section 10002. The scope of services that the CITY OF LANCASTER may provide as directed by the fiscal year budget are described below.
In the event the FPH2 Governing Board redirects or appoints a third party to perform any of the services or functions listed herein to another party, contractor, consultant or vendor, the CITY OF LANCASTER will be relieved from any and all liabilities arising out of or connection with the performance of such services by any or all third parties from the effective date of such Governing Board action. FPH2 shall indemnify and hold harmless the CITY OF LANCASTER, its agents and employees, against all liabilities arising out of or connected with the transfer of such assignment.
The CITY OF LANCASTER agrees to provide staffing for the following positions to serve in each referenced capacity on behalf of FPH2 operations:
City of
Lancaster
Title
City of
Lancaster
Employe
e Group
FPH2
Working
Title
Starting Hourly Range Steps 1-6.
(City of Lancaster: Effective December 29,2024)
Step 1 Step 2 Step 3 Step 4 Step 5 Step 6
Chief
Executive
Officer of
Lancaster
Energy 2000
Chief
Executive
Officer
H - $191.33
M - $33,164.50
Assistant
Director 3000 Director $93.42 $98.09 $102.99 $108.14 $113.55 $119.23 Manager 3000 Manager $61.69 $64.77 $68.01 $71.41 $74.98 $78.73 Coordinator II
(3) 4000
Energy
Coordinator
(3) $42.04 $44.14 $46.35 $48.66 $51.10 $53.65
Office
Assistant 8000
Office
Assistant $22.04 $23.14 $24.30 $25.51 -- --
Project
Assistant 8000
Energy
Assistant $31.73 - $54.50
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Annually, THE CITY OF LANCASTER and FPH2 will amend or confirm the titles and organizational structure in concurrence with the annual budget process. The CITY OF LANCASTER will provide all benefits for the above listed personnel as it does for all other CITY OF LANCASTER employees. As such, all listed positions will be subject to amendments and changes approved by the CITY OF LANCASTER City Council.
Grant Account/Management: all activities including, but not limited to, making application for available funds, soliciting projects that meet the objectives of each grant program, developing and administering contracts to ensure the grant program objectives are met, disbursing funds and performing reviews on contract performance. A portion of the CITY OF LANCASTER’s Finance Department staff will supervise and account for the grant’s activity and FPH2 will be billed on a time and material basis for such support.
Administrative Services: all activities including, but not limited to, operations for a staffed office located in the FPH2 jurisdiction with regular business operating hours, revenue collection and expenditure tracking, budget preparation and administration, development, procurement and maintenance of facilities, operations and fixed assets as set forth in the annual budget, and miscellaneous expenses as identified in the annual budget. Financial and accounting services include, but are not limited to, appropriate accounting procedures to maintain bank accounts, receive and expend funds and report accordingly, and computer information systems.
Executive Services: all activities including, but not limited to services of the Chief Executive Officer, direction and oversight of all operations of FPH2, support for boards, commissions and committees, including the Governing Board.
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EXHIBIT “B”
BUDGET
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EXHIBIT “C”
PROMISSORY NOTE
$2,600,000.00
January ____, 2025
Lancaster, California
FOR VALUE RECEIVED, First Public Hygrogen Authority, a California joint exercise of power authority (“Maker”), promises to pay on or before July 1, 2028 (“Maturity Date”), to City of Lancaster, a California municipal corporation and charter city (“Holder”), or order, the principal sum of Two Million Six Hundred Thousand Dollars ($2,600,000.00), or as much thereof as Holder invoiced pursuant to that certain agreement effective as of January ____, 2025, with interest in an amount equal to the average of the average monthly effective yields of the Local Agency Investment Fund (“LAIF”), as published by the California State Treasurer, for the period commencing upon the date of invoice and ending on the Maturity Date; provided, however, that in the event of prepayment, the interest period shall end the month preceding such prepayment.
Maker shall make all payments in lawful money of the United States of America and in immediately available funds. This Note may be prepaid in whole or in part, without penalty, at the option of Maker and without the consent of Holder. All payments under this Note shall be paid to Holder at 44933 Fern Avenue, Lancaster, California, or at such other address as Holder shall direct Maker in writing. Should Maker default in the payment of principal when due, the whole sum of principal due under this Note shall be immediately due and payable without further demand or notice and shall bear interest at the rate set forth in the previous paragraph or seven percent (7%) per annum, whichever is greater.
This Note shall be governed by the laws of the State of California excluding its conflict of laws rules. The exclusive jurisdiction and venue of any legal action instituted by any party to this Note shall be Los Angeles County, California. Maker waives presentment, protest and demand, notice of protest, notice of demand and dishonor, and notice of nonpayment of this Note. Maker expressly agrees that this Note or any payment under this Note may be extended by Holder from time to time without in any way affecting the liability of Maker. Maker shall pay all costs and expenses, including attorney fees, incurred: (i) in collecting payment on this Note; (ii) in connection with any dispute that arises as to its enforcement, validity, or interpretation, whether or not legal action is instituted or prosecuted to judgment; or (iii) in enforcing any judgment obtained in any related legal proceeding.
The Maturity Date may be extended by mutual written agreement by Maker and Holder. [Remainder of page blank.]
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If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect. Any of the terms or conditions of this Note may be waived by Holder, but no such waiver shall affect or impair the rights of Holder to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.
MAKER:
FIRST PUBLIC HYDROGEN AUTHORITY,
a California joint exercise of powers authority
By: ____________________________
Name: ____________________________
Its: ____________________________