Vernon City Council
May 17, 2022

Algeria R. Ford

 Conwell v. County of San Bernardino, et al. U.S. District Court, Central District. Case No. 5:13-cv-01290. Lead trial counsel in federal jury trial, resulting in defense verdict, in case involving alleged excessive force resulting in traumatic brain injury.
 Mackey v. County of San Bernardino, et al. U.S. District Court, Central District. Case No. 5:09-cv-01124. Lead trial counsel in federal jury trial, resulting in defense verdict, in case involving police shooting of a murder suspect.  Rogoff v. County of San Bernardino, et al. U.S. District Court, Central District. Case No. 2:12-cv-04218. Second Chair in federal jury trial, resulting in defense verdict, in case involving alleged excessive force by a patrol officer responding to a 911 call.
 Birdt v. San Bernardino Sheriffs’ Department, et al. Obtained Summary Judgment in a Second Amendment case challenging a Sheriff’s discretion to deny a Concealed Carry permit.  Madrigal, et al v. United States of America, et al. Obtained Judgment on the Pleadings in a case involving alleged constitutional violations during prior state civil forfeiture action.  Perez v. County of San Bernardino, et al. Obtained dismissal in a case challenging the constitutionality of a City’s gang injunction.
 Simon v. James Henning, et al. Obtained Summary Judgment in a First Amendment case alleging violation of freedom of religion.
 Ayala v. San Bernardino Sheriffs’ Department. Obtained dismissal in a case where officers arrested a plaintiff on a stale restraining order.
 Bond v. Arrowhead Regional Medical Center, et al. Wrote Ninth Circuit Appeal brief challenging District Court’s immunity analysis in a deliberate indifference case against hospital.

INSIGHTS
Publications
“An Advanced Look at Senate Bill 1421: Analyzing the Confidentiality of Certain Police Records,” The Authority, California JPIA Newsletter Issue 81, November 2018

PRACTICE GROUPS
Education Law
Labor and Employment
Litigation

EDUCATION
J.D., Loyola Law School, 2014
B.A., University of California, San Diego,
2009

ADMISSIONS
State Bar of California
United States District Court for the Central
District of California
Dhruva N. Ghanshyam
Associate
Pronouns: he, him, his
Los Angeles [email protected]
444 South Flower Street, Suite 2400 213.236.2832 D
Los Angeles, California 90071 213.236.0600 T
Neel Ghanshyam is an associate in Burke, Williams & Sorensen’s Los Angeles office. Neel has extensive experience representing public entities, including K-12 school districts, hospitals and law enforcement agencies, in matters pertaining to litigation, investigations, writ actions, employee discipline and employee relations. Prior to practicing law, Neel worked as a legal investigator for the U.S. Department of Labor, where he assisted in their ERISA compliance program and assisted in auditing employer and union retirement benefit and health benefit plans.

Neel earned his Juris Doctor degree from Loyola Law School. He served as the school’s Student Bar Association President in 2013-2014.

RESULTS
 Aguilar v. County of Los Angeles, et al., Los Angeles County Superior Court, Case No. BC586140: Successfully obtained summary judgment on Plaintiff’s entire action on behalf of Defendant-public entity, which resulted in a dismissal of claims of age and disability discrimination, retaliation, and failure to prevent discrimination or retaliation.

INSIGHTS
Publications
“PERB Addresses Need for Procedural Admonitions for Post Investigation Union Member Interviews,” Employee Relations Law Journal, Vol. 45, No. 1, Summer 2019.

PRACTICE GROUPS
Labor and Employment
Litigation
Public
Real Estate and Business

EDUCATION
J.D., magna cum laude, Loyola Law
School, 2000
B.A., University of California, Los Angeles,
Dean's List, 1987

ADMISSIONS
State Bar of California
United States District Court for the Central
District of California

AFFILIATIONS
Secretary, City Attorneys Association of
Los Angeles County
Los Angeles County Bar Association
St. Mel School, Woodland Hills,
Vice-President of the PTO
Brian I. Hamblet
Partner
Pronouns: he, him, his
Los Angeles [email protected]
444 South Flower Street, Suite 2400 213.236.2843 D
Los Angeles, California 90071 213.236.0600 T
Brian Hamblet is a partner at Burke, Williams & Sorensen, LLP with over 15 years of litigation experience. His interest in defending public entities began in 1995 while he was a law clerk at a firm defending the cities of Beverly Hills and Ventura. Since then, Brian has developed a strong background defending governmental entities and their employees in tort litigation, particularly premises liability, dangerous condition of public property, wrongful death, constitutional law, and civil rights litigation. He has also successfully litigated and tried cases to verdict for both public agencies and private clients in the areas of bodily injury, contract disputes, employment discrimination, products liability, motor vehicle warranty, toxic tort, and unfair business practices, as well as bankruptcy, preference and fraudulent transfer litigation.

Brian also serves as the City Prosecutor for numerous cities including Rosemead, Camarillo, and Santa Clarita where he successfully handles criminal litigation and prosecution of code enforcement matters. Serving in these capacities has given Brian a broad range of litigation experience which he continues to expand upon to successfully represent his clients.

Brian received his B.A. in philosophy with a minor in business administration from UCLA in 1987. He graduated magna cum laude from Loyola Law School, in 2000 where he was ranked number one in his division and received numerous honors including the Order of the Coif, the Sayre MacNeil Scholars Award, the Dean's Scholarship for Academic Excellence, the American Jurisprudence Award for Excellence in Ethical Lawyering, and First Honors Awards in 1st Amendment Law, as well as Initiative and Referendum Law.

Brian was also appointed a member of the Order of the Coif, the St. Thomas More Law Honor Society, and Alpha Sigma Nu Honor Society and was an Editor on the Loyola Law Review. Brian has also lectured extensively for the City Attorneys Association of Los Angeles County (“CAALAC”) as well as the University of Southern California, Loyola Law School, and Mount Saint Mary's College.

Prior to becoming an attorney, Brian was an apprentice editor on the movie, Father of the Bride II.

RESULTS
 Palassanian v. Mercedes-Benz USA, LLC (2011) WL 227992  Nunan v. Mercedes-Benz USA, LLC (2010) WL 4122706
 Bell v. Pierce (2009) WL 475783
 Chase v. County of Los Angeles (2007) WL 646241
 Melek v. City of Ontario (2006) WL 2925376

Brian I. Hamblet

 Acker v. City of Ontario (2006) WL 540888

INSIGHTS
Presentations
“Public, Private, Protected? What Public Entities Can (and Cannot) Do to Keep Personnel and Litigation Issues Confidential,” City Attorney's Association of Los Angeles County, November 2012 Publications
Contributing Editor, Municipal Law Handbook
“USERRA Rights and Obligations: Traps for the Unwary Employer,” On the Burke Beat - Law Enforcement Liability Update, June 2017
“Making Drug Dealers Pay For Law Enforcement,” Western City Magazine, February 2013 “Make the Drug Dealers Pay for Law Enforcement,” Burke Public Law Update, July 2012 “Strategic Implication of the Expedited Jury Trial Act,” Burke Public Law Update, April 2012 “Employers’ Legal Obligations Under the Uniformed Services Employment and Reemployment Rights Act,” Burke Public Law Update, August 2011

PRACTICE GROUPS
Litigation
Public

EDUCATION
J.D., Stanford Law School, 1996
B.A., Political Science, Stanford University,
1992

ADMISSIONS
State Bar of California
United States Court of Appeals for the
Ninth Circuit
United States District Court for the Central
District of California
United States District Court for the Eastern
District of California

AFFILIATIONS
Orange County Bar Association
League of California Cities Public Safety
Policy Committee, City Attorney
Department Representative
League of California Cities, Ad Hoc
Cannabis Regulation Committee
Stephen A. McEwen
Partner
Pronouns: he, him, his
Orange County [email protected]
1851 East First Street, Suite 1550 949.265.3412 D
Santa Ana, California 92705 949.863.3363 T
Stephen A. McEwen joined Burke in 2003. Stephen currently serves as the Assistant City Attorney for the cities of Hemet, Atascadero, and San Marino.

He previously served as City Attorney for Buellton and Laguna Woods and Assistant City Attorney for Stanton. In these roles, Stephen has drafted numerous ordinances and resolutions and has advised cities on a wide range of legal issues with a special emphasis on the Public Records Act, the Brown Act, and code enforcement. Stephen has also utilized his extensive constitutional law background to advise municipal clients on First Amendment and Fourteenth Amendment issues.

Stephen is responsible for supervising code enforcement efforts for Burke’s municipal clients. In this capacity, he utilizes the full range of code enforcement tools, including informal office conferences, inspection warrants, administrative hearings, civil nuisance actions, and misdemeanor prosecutions. Although his emphasis in this area is on resolving code violations without the need for judicial intervention, he has successfully prosecuted numerous code enforcement cases to completion. Stephen obtained a guilty verdict from a jury on all counts against a property owner for maintaining multiple building code and property maintenance violations. He obtained guilty verdicts against two defendants for operating an unpermitted nightclub. He has also obtained preliminary and permanent injunctions in multiple code enforcement matters involving zoning violations, public nuisance conditions, and unpermitted marijuana facilities.

In addition to his code enforcement prosecution experience, Stephen has handled a broad array of litigation for the firm's municipal and governmental clients, including disputes involving eminent domain, inverse condemnation, tort liability, construction defects, construction contract disputes, CEQA, and the Federal Civil Rights Act. He served as co-counsel in a successful bench trial regarding a client's right to take property through eminent domain.

Stephen successfully defended the City of East Palo Alto in a trial involving alleged Brown Act and Due Process violations.

Stephen advises municipal clients throughout the state on issues related to medicinal and adult-use marijuana. He has obtained numerous preliminary injunctions against unpermitted dispensaries and successfully defended cities against an array of constitutional and state law challenges brought by dispensary operators. In 2012, he authored the League of California Cities’ amicus brief in City of Riverside v. Inland Empire Patients Health and Wellness Center, Inc., in which the Supreme Court ruled unanimously that local governments have zoning authority to prohibit medicinal marijuana dispensaries within their boundaries. As a result of this work, Stephen was appointed in 2014 to the League of California Cities Ad Hoc Cannabis Regulation Committee. He also served two terms as the City Attorney Department representative for the League’s Public Safety Policy Committee from 2014-2015.

Stephen A. McEwen

After law school graduation, Stephen clerked for Judge Arthur L. Alarcon on the United States Court of Appeals for the Ninth Circuit. He later served as a Deputy Attorney General in the Criminal Division of the California Department of Justice. As a prosecutor, Stephen represented the state in two successful trial-level prosecutions, over seventy felony criminal appeals in the California Court of Appeal, and over eighty habeas corpus proceedings in federal district court and the Ninth Circuit. In November 2002, he represented the California Department of Corrections successfully in an evidentiary hearing in Federal District Court in a case involving allegations of prosecutorial misconduct against the Los Angeles County District Attorney's Office.

RESULTS
 East Palo Alto Merchants Association v. City of East Palo Alto Planning Commission, San Mateo County Superior Court Case No. CIV 485355 – obtained a complete defense judgment in a trial involving alleged Brown Act and conflict of interest violations.
 People of the State of California and City of Wildomar v. Wildomar Patients Compassionate Group, Inc., et al., Riverside County Superior Court Case No. RIC10022903 – obtained a preliminary and permanent injunction against the operator of an unpermitted medical marijuana dispensary and the dismissal of the dispensary operator’s petition for writ of mandate against the city; successfully defended both judgments on appeal (California Court of Appeal Case No. E052788).
 Paula Cruz, et al. v. City of Culver City, et al., Los Angeles County Superior Court Case No. BC565079 and California Court of Appeal Case No. B265690 – obtained dismissal of a lawsuit alleging that Culver City violated the Brown Act by discussing and taking action on a matter that was not on the City Council meeting agenda. On July 15, 2016, the Court of Appeal affirmed the trial court’s ruling in a published opinion (Cruz v. City of Culver City (2016) 2 Cal.App.5th 239).
 People of the State of California v. Robert Burris, Orange County Superior Court Case No. 05WM04906 - obtained a guilty verdict in a criminal prosecution of a property owner for maintaining a converted garage, unpermitted construction, and the outside storage of junk, trash, and debris.  People of the State of California and City of Industry v. DNA Properties, Inc., and Pinks Gentlemen’s Club, Los Angeles County Superior Court Case No. KC0614170 – obtained a temporary restraining order and preliminary injunction preventing a strip club from opening at the site of a former adult business; case resulted in a settlement agreement that ensured the permanent discontinuance of any vested rights to use the property for adult business purposes.
 People of the State of California v. Rene Cota and Cheri Cota, Los Angeles County Superior Court Case No. 8JB08263 – obtained guilty verdicts in a criminal prosecution against bar owners for operating a nightclub without required permits.
 People of the State of California and City of Richmond v. Jawad A. Dayem, et al., Contra Costa County Superior Court Case No. C10-01925 - obtained a preliminary injunction against the operator of an unpermitted medical marijuana dispensary. The parties subsequently stipulated to a permanent injunction and Richmond recovered $50,000 in attorneys’ fees.

INSIGHTS
Presentations
“PRA And Attorney-Client Privilege: City of Hemet v. Concerned Citizens Of Hemet,“ Public Records Act Litigation Seminar, Walnut Creek, September 17, 2019
“Fourth Amendment and Rights of Entry,” Imperial Valley Safety Regional Training, El Centro, June 19, 2019 “A Guide to Regulating Marijuana Dispensaries,” ACC-OC Lunch & Learn, Tustin Public Library, May 22, 2019 “Cannabis Enforcement and Homeless Issues,” CACEO Regional Safety Training, Salinas, May 8, 2019 “Fourth Amendment and Rights of Entry,” CACEO Code Enforcement Regional Training, Watsonville, March 19, 2019 “Cannabis Regulation Update,” CAALAC 2019 Retreat, Santa Barbara, March 14, 2019

Stephen A. McEwen

“Green Means Go: Marijuana Update,” 23rd Annual California JPIA Risk Management Educational Forum, Carlsbad, September 20, 2018
“Recent Developments, Defenses and Strategies in Brown Act Litigation, League of California Cities,” 2017 City Attorneys’ Spring Conference, San Francisco, May 3, 2017 “Proposition 64, Adult Use of Marijuana Act,” League of California Cities Informational Briefings, January - March 2017 “Proposition 64 and the "Adult Use of Marijuana Act" (AUMA),” Authority Live! Webinar, California Joint Powers Insurance Authority, January 24, 2017
“Proposition 64, Adult Use of Marijuana Act,” San Gabriel Valley City Managers Association, Duarte, January 18, 2017 “Leveraging Tobacco Control Laws for Marijuana Control,” Tobacco Control Coalition Forum, San Diego, January 11, 2017
“Proposition 64, Adult Use of Marijuana Act,” League of California Cities Informational Briefing, Webinar, October 2016 “Medical Marijuana: Continuing Regulatory Challenges,” League of California Cities, 2016 Annual Conference, Long Beach, October 6, 2016
“Medical Marijuana – Revisited After New State Laws,” League of California Cities, 2016 City Attorneys’ Spring Conference, Newport Beach, May 4, 2016
“Medical Marijuana Regulation and Safety Act,” League of California Cities Informational Briefings, January - February 2016
“A Practitioner’s Approach to Implementing the Medical Marijuana Regulation and Safety Act (AB 266, AB 243, and SB 643),” Bay Area City Attorney’s Association Annual Luncheon, Livermore, January 22, 2016 “Medical Marijuana Regulation and Safety Act,” League of California Cities Informational Briefings, October - November 2015
Publications
“Code Enforcement by Drone: Critical Considerations Before Launching, Western City Magazine, February 2020 “Preserving Access While Regulating Conduct in Public Libraries,” Western City Magazine, August 2016 “Addressing Health and Safety Issues Related to Public Encampments and Vehicle Habitation,” Western City Magazine, December 2015
“Sleeping-In-Vehicle Ordinances Face Challenges Following Ninth Circuit Decision in Desertrain v. City of Los Angeles,” Public Law Update, Summer 2014
Reviewer, 2014 California Municipal Law Handbook (Cal CEB 2014), Chapters §§ 9.47-9.52 “Pacific Shores Properties, LLC v. City of Newport Beach: A Challenge For Group Home Ordinances,” Public Law Update, October 2013
“Due Process in Administrative Hearings,” Northern News, September 2013 “Marijuana Advocates Continue to Test Law,” Daily Journal, August 1, 2013 “Medical Marijuana Update: Local Control Prevails In The Supreme Court,” Public Law Update, June 2013

PRACTICE GROUPS
Education
Litigation
Public
Real Estate and Business

EDUCATION
J.D., Loyola Law School, 1993
Studied at London School of Economics
B.A., International Relations, Stanford
University, 1988

ADMISSIONS
State Bar of California
United States District Court for the Central
District of California
United States District Court for the Eastern
District of California
United States District Court for the
Northern District of California
United States District Court for the
Southern District of California

AFFILIATIONS
Orange County Bar Association
Mark J. Mulkerin
Partner
Orange County [email protected]
1851 East First Street, Suite 1550 949.265.3410 D
Santa Ana, California 92705 949.863.3363 T
Mark Mulkerin's practice includes litigation and commercial matters for public and private entities in a wide variety of subject matters.

Mark has successfully represented clients in eminent domain, inverse condemnation, land use, ground and riparian water matters, public works, construction law and construction defect actions, business and finance matters, products liability, complex business and personal tort, and computer and Internet-related litigation.

Mark has successfully defended public entities, developers, and general contractors, subcontractors, architects, engineers, and other design professionals in multi-party construction defect actions, as well as in general legal matters. He also has successfully represented public entities, businesses, and individuals both in the defense and prosecution of civil litigation claims. Mark has also represented EarthLink Network, Inc. and other commercial enterprises in computer law, general business, and Internetrelated matters.

PRACTICE GROUPS
Litigation
Public

EDUCATION
J.D., Boston University School of Law,
2002
M.A., Political Science, Case Western
Reserve University, 1999
B.A., Political Science and Economics,
Case Western Reserve University, 1999

ADMISSIONS
State Bar of California
United States Court of Appeals for the
Ninth Circuit
United States District Court for the Central
District of California
United States District Court for the Eastern
District of California
United States District Court for the
Northern District of California
United States District Court for the
Southern District of California
Nathan A. Oyster
Partner
Pronouns: he, him, his
Los Angeles [email protected]
444 South Flower Street, Suite 2400 213.236.2719 D
Los Angeles, California 90071 213.236.0600 T
Nathan Oyster’s practice at Burke focuses on two main areas: He defends law enforcement officers and local governments in civil rights litigation, and he provides guidance to law enforcement agencies on the implementation of policies that reduce the likelihood of litigation.

Nathan’s litigation experience is extensive, and he currently serves as the lead police litigator for the cities of Alhambra and Rialto, in addition to his work as outside counsel for agencies throughout the state He has tried cases in both state and federal court, with his first jury trial coming at age 24. He has also argued before both the Ninth Circuit Court of Appeals and the California Court of Appeal. Nathan has defended nearly every type of police litigation that an agency could face, including officer-involved shootings, deaths due to excited delirium, class action litigation, malicious prosecution claims, allegations of excessive force, and allegations of unconstitutional jail conditions. He is adept at defending litigation brought under Section 1983, the Unruh Act, the Ralph Act, and the Bane Act.

Since joining Burke, Nathan has added advisory work to his litigation practice.

Nathan advises law enforcement agencies throughout the state on a variety of policy issues. Nathan is particularly focused on issues pertaining to police body-worn cameras, and he has lectured on that topic in multiple venues.

Representative clients include the cities of Alhambra, Culver City, Delano, Hemet, Long Beach, and Rialto.

RESULTS
 Obtained a defense verdict in a fatal officer-involved shooting case in which the decedent was armed with a screwdriver.
 Obtained summary judgment in a fatal officer-involved shooting case, resulting in a published opinion. MacEachern v. City of Manhattan Beach, 623 F.Supp.2d 1092 (C.D.Cal. 2009).
 Defended a proposed class action lawsuit in which jail inmates alleged that their rights under the Equal Protection clause of the Constitution were violated
 Successfully argued before the California Court of Appeal for the affirmance of the dismissal of a former police officer’s claim that a prosecutorial agency violated POBRA by placing him on the agency’s Brady list.

Nathan A. Oyster

INSIGHTS
Presentations
“Sanctuary Cities: A Legal Guide,” 2017 City Attorney Association of Los Angeles County (CAALAC) Biennial Conference, Huntington Beach, March 19, 2017
“Officer-Involved Shootings and Body-Worn Cameras,” 2017 City Attorney Association of Los Angeles County (CAALAC) Biennial Conference, Huntington Beach, March 18, 2017 Publications
“An Advanced Look at Senate Bill 1421: Analyzing the Confidentiality of Certain Police Records,” The Authority, California JPIA Newsletter Issue 81, November 2018

PRACTICE GROUPS
Labor and Employment

EDUCATION
J.D., University of California, Los Angeles,
2015
B.A., cum laude, Smith College, 2006

ADMISSIONS
State Bar of California
State Bar of Massachusetts
United States District Court for the Central
District of California
United States District Court for the District
of Massachusetts
Stefanie M. Renaud
Senior Associate
Los Angeles [email protected]
444 South Flower Street, Suite 2400 213.236.2794 D
Los Angeles, California 90071 213.236.0600 T
Stefanie Renaud counsels public and private employers on various labor and employment law compliance matters, including disability accommodation and interactive process, employee discipline, leaves and benefits, state and federal wage and hour audits and disputes, independent contractor issues, discrimination, harassment, retaliation, wrongful termination, speech and privacy, employment contracts, and pre-employment and privacy issues, including drug and alcohol testing. She has also drafted and revised a variety of personnel rules and employee handbooks, numerous employment-related contracts, and conducted internal investigations of employment complaints involving discrimination and harassment.

Prior to joining Burke, Stefanie was a litigator for several years at an employment boutique and defended employers in high-stakes litigation involving state and federal laws including Americans with Disability Act, Age Discrimination and Employment Act, Title VII, the California Fair Employment and Housing Act, Family and Medical Leave Act, California Family Rights Act, and wage and hour issues, including wage and hour class actions. She also represented employers against claims of wrongful termination, unfair competition, discrimination, harassment, and retaliation, giving her a deep understanding of the costs and benefits of litigation that she calls upon to smartly advise her clients on compliance issues and litigation avoidance.

During her time as a litigator, Stefanie obtained favorable results for her clients in state and federal courts, arbitrations, mediations, and agency forums, including the Department of Industrial Relations, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, and the U.S. Department of Labor.

Stefanie has also developed a strong practice in higher education law, advising numerous private colleges on a variety of faculty, staff and student issues, including Clery reporting, student speech, involuntary dismissal, terminations and discipline, and serving as a hearing officer in Title IX hearings for a public university. Stefanie is active with NACUA.

Stefanie has lectured on a variety of employment law topics at local and regional events and is a frequent contributor to various trade publications on employment-related topics. Prior to practicing in California, Stefanie practiced employment litigation in Massachusetts and counseled employers about employee discipline, handbooks and policies, labor relations, and litigation avoidance.

While attending University of California Los Angeles Law School, Stefanie represented indigent clients with Public Counsel and spent a summer working with the General Counsel of Simmons College. Stefanie has also served as an extern to the Honorable Christina A. Snyder, United States District Court, Los Angeles.

Attorney Name

As an avid runner, hiker, biker, and walker, Stefanie is always on the move. You can frequently catch her zooming around West Los Angeles, Santa Monica and Venice. When she’s not out exploring Los Angeles, Stefanie loves to cook, garden, and explore the world of craft beers. Stefanie is active with the West Los Angeles chapter of PIHRA and numerous animal rescue organizations.

INSIGHTS
Presentations
Co-presenter, “California Employment Laws 2020: Your Survival Guide,” PIHRA West Los Angeles Chapter Meeting, February 20, 2020
“Understanding & Managing Leaves of Absence,” Hospital Association of Southern California, Mosely-Salvatori Conference Center at Good Samaritan Hospital, Los Angeles, November 15, 2019 “Understanding and Managing Leaves of Absence: An Interactive Workshop,” A Hospital Association of Southern California Education Program, Mosely-Salvatori Conference Center at Good Samaritan Hospital, Los Angeles, June 20, 2019
Publications
“Not Your Stereotypical Sexual Harasser: Encountering Sex-Based Misconduct at Work,” Diversity Insight Magazine, October 2016
“Employees Food Allergies are Nothing to Sneeze At,” Diversity Insight Magazine, October 2016 “Employee-Monitoring Technology Raises Questions of Privacy,” Business West, October 2016 “Know the Rules Regarding Non-Exempt Employees Who Telecommute,” Business West, May 2016 “Don’t be the Unfortunate Boss Who Shrugs Off a Food Allergy,” Business West, October 2016 “Ruling Sets a Tome on Tape-Recording Workplace Conversations,” Business West, February 2016

PRACTICE GROUPS
Public

EDUCATION
J.D., Loyola Law School, 1999
B.S., Political Science, University of
California, Santa Barbara, 1994

ADMISSIONS
State Bar of California
United States District Court for the Central
District of California

AFFILIATIONS
League of California Cities, Fair Political
Practices Committee
City Attorney Association of Los Angeles
County
Los Angeles County Bar Association,
Government Law Section
Rachel H. Richman
Partner
Pronouns: she, her, hers
Los Angeles [email protected]
444 South Flower Street, Suite 2400 213.236.2828 D
Los Angeles, California 90071 213.236.0600 T
Rachel Richman has proudly provided contract city attorney and general counsel services to public agencies throughout California for over 20 years.

Rachel is the City Attorney for the City of Delano and General Counsel to the Successor Agency of the Delano Redevelopment Agency. She is City Attorney for the City Rosemead and Commission Counsel to the Successor Agency of the Rosemead Community Development Commission. Rachel is also Assistant City Attorney for the City of Santa Clarita and Deputy City Attorney for the City of Alhambra, Deputy General Counsel to the Successor Agency to the Alhambra Redevelopment Agency; She is the former City Attorney to the City of Arvin (2008-2013), and former Legal Counsel to the Santa Clarita Manufactured Home Rent Control Panel (2006-2017).

Rachel has extensive experience providing legal and practical advice to city councils, agency boards, city managers, department heads, and staff on a broad range of issues including planning and zoning, CEQA, conflicts of interest, open meeting laws, public contracting, prevailing wages, public records, first amendment issues, code enforcement, elections, ADA and mobile home regulations. She drafts opinions, ordinances, resolutions, and negotiates and drafts agreements. She attends as legal counsel, city council meetings, planning commission meetings, and mobile home rent control panel meetings.

Rachel is experienced working on behalf of cities with developers on commercial, residential, and mixed use projects. She has negotiated and drafted development agreements, exclusive negotiating agreements, owner participation and disposition and development agreements, and affordable housing agreements. She has worked on general plan updates, specific plans and amendments, first time home buyer agreements, façade improvement agreements, and reviewing and advising on CEQA documents.

Rachel handles various aspects of labor and employment matters. These matters include responding to DFEH complaints, discipline and grievance matters, drafting personnel policies and working with the city’s team for labor negotiations.

Rachel regularly handles issues related to public works construction projects, including development of notices inviting bids, to reviewing bids and recommendation of award, she has dealt with challenges to the low bidder as well as advising on dealing with construction delays, stop notices, liquidated damages issues and prevailing wage issues.

Rachel also has experience in eminent domain on behalf of cities, agencies, and for the Alameda Corridor-East Construction Authority involving precondemnation activities, initiation of condemnation actions, and drafting and negotiating settlement agreements. She is also cognizant of the public concerns that exist with the use of eminent domain.

Rachel H. Richman

Rachel provides training on ethics, municipal governance ADA inclusion requirements and transparency laws to firm clients as well as providing presentations at various municipal conferences. Ms. Richman was the Chair of the League’s FPPC Committee from 2016-2018.

While at law school, Rachel was a member of Loyola's Moot Court Honors Board and received "Top Ten Brief" recognition. She was on the National Moot Court team and winner of the Regional National Moot Court competition.

During law school she was a law clerk for the Community Redevelopment Agency of Los Angeles and the Los Angeles County Counsel's Public Works Department.

In her approach to working with legislative bodies, staff and others to achieve their goals which can often be full of challenges she ascribes to the following prospective: “There are no shortcuts to any place worth going.” (Beverly Sills)

INSIGHTS
Presentations
AB1234 Training Local Leaders Executive Education Forum, USC, October 2019 “AB1234 Training,” Contract Cities Association, Annual Conference, June 2019 California Public Records Act training for all employees of the City of Santa Clarita, 2018 “FPPC Update,” League of California Cities City Attorney Conference, May 2017, May 2018 “FPPC Update,” League of California Cities Conference, September 2017 “Case Studies on Placement of Telecom Facilities in Cities’ Public Rights-of-Way- “Can You Hear Me Now?” SCAN NATOA (Telecommunications Association), June 2016
“Inclusion Services Under the ADA and Methods for Compliance, a Case by Case Approach, Inclusion Services Summit,” CPRS District 14, March 2015
“FPPC Gift Regulations,” City Attorneys Association of Los Angeles County Conference, March 2012 “AB1234 Training,” Independent Cities Association, Annual Conference, June 2011 Publications
“Post-Bell Reform Bill Requires Disclosure of Compensation Received for Certain Simultaneous Meetings Prior to Convening Any Subsequent Meeting,” Public Law Update, December 2011

PRACTICE GROUPS
Environmental, Land Use, and Natural
Resources
Real Estate and Business

EDUCATION
J.D., Cornell Law School, 1986
B.A., Urban Studies, University of
California, Davis, 1983

ADMISSIONS
State Bar of California

AFFILIATIONS
Secretary/Librarian, Land Use and
Environment Committee, American
College of Real Estate Lawyers
President, Harbor Equity Group, Waldo
Point Harbor, April 2015 – present
Marin Montessori School Campus
Planning Committee, 2015-present
Advisory Council and Board of Directors,
San Francisco Planning and Urban
Research Association, 2003-2014
California Building Industry
Association/California Business Properties
Association, CEQA Reform Task Force,
1992-present
Treasure Island/Yerba Buena Island
Citizens Advisory Board, 2001-2004
San Francisco Juvenile Probation
Commission, 1996-2000
Vice President, Associated Students of UC
Davis, 1981
City of Davis Ad Hoc Committee to Update
the Housing Element, 1982
Anna C. Shimko
Partner
Pronouns: she, her, hers
San Francisco [email protected]
1 California Street, Suite 3050 415.655.8115 D
San Francisco, California 94111 415.655.8100 T
Anna Shimko is Chair of Burke's Real Estate and Business Practice Group.

She focuses her practice on all areas of land use, real estate development, and environmental law, representing both public agencies and private landowners and developers in administrative and court proceedings to bring projects to fruition. Anna has particular expertise in compliance with the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). She works closely with project proponents, public agencies, and environmental consultants on preparing and defending CEQA and NEPA documents such as negative declarations, environmental impact reports (EIRs), and environmental impact statements (EISs), including for complex projects such as water rights transfers, multi-phased mixed-use projects and large campus master plans. Anna helps private clients through all stages of the land use approval process, obtaining entitlements to build or expand large shopping centers, stand-alone retail stores, mixed-use projects, hospitals, hotels and resorts, golf courses, residential developments, and quarries, among others. She also assists cities, counties, special districts, and state agencies in regulating land and development, negotiating real estate transactional documents and development agreements, and updating general plans, specific plans, and zoning codes. Anna represents clients in matters involving the Subdivision Map Act, annexation, historic resources, public-private partnership transactions and financing mechanisms, the Coastal Act, air quality regulations, water supply, climate change regulations, transportation planning, eminent domain, and inverse condemnation. Anna litigates land use, CEQA, and NEPA matters for public and private clients at trial court and appellate court levels, and serves as an expert witness throughout California in cases involving land use development issues.

RESULTS
Private Developers
 Represented a well-known Bay Area computer animation studio in securing development agreement and zoning for a four-phase headquarters project.
 Defended in court the EIR and entitlements for a 20,000-acre residential development and open space preserve in the Carmel Valley.  Represented one of California’s largest grocery store chains and a large nationwide home improvement store in numerous projects throughout the state to build new stores or expand existing venues.  Represented residential developer in obtaining local and coastal permits, including through several lawsuits and global settlement of Coastal Act, wetland, subdivision, traffic, and inverse condemnation issues.

Anna C. Shimko

 Assisted prominent football team in drafting ballot measure and seeking permits for new stadium and shopping mall.
 Represent Native American tribe with environmental review under state compact for new casino, as well as with CEQA and NEPA documents for federal and state permits related to highway improvements, management contract and other permits, and with associated litigation.  Secured major use permit amendments for renovation of Napa Valley resort on National Register of Historic Places.
 Defended in court EIR and general plan consistency findings for shopping center in Monterey County involving water supply, traffic impact, and hazardous materials issues.  Assisted private developer with transit-oriented development grant funding and entitlements from and agreements with public agencies for housing project near rapid transit station.  Represented national developer in obtaining development agreement and all permits for phased shopping center, residential, and hotel project on redevelopment lands.
 Defended CEQA review and height variance at trial court and Court of Appeal for demolition of unreinforced masonry building and construction of new research laboratory.  Worked with a Bay Area developer on an EIR, development agreement and permits for a mixed-use, phased redevelopment of commercial uses on port lands.
 Represented a national hotel chain in its renovation of a high-end San Francisco hotel.

Public Agencies
 Represent the City of Los Angeles defending land use and CEQA litigation concerning City approval of development projects at the trial and appellate court levels.  Represented City of Albany in preparing an EIR for a waterfront development master plan, and later negotiated and defended in court a development agreement and gaming ordinance for a card room facility at a live horse racing venue on the waterfront.
 Assisted the University of California at San Francisco with preparing EIRs (and defending associated litigation) for its acquisition of the Mount Zion Hospital and development of a biomedical research facility and administrative research space at the Laurel Heights campus.
 Represent City of Santa Clara with ground leases, development agreements, EIRs and entitlements for private development of entertainment, office, retail, and residential uses on city land adjacent to Levi’s Stadium.  For City of San Carlos, prepared development agreement with Palo Alto Medical Foundation for hospital and medical office project, and assisted with EIR, general plan amendments and all permits.  Represented City of Orinda with a specific plan and EIR for mixed-use development of the Gateway Valley.  Worked with consulting firms to advise the California Public Utilities Commission in environmental review for the sale of fossil-fueled and hydroelectric power plants and siting new transmission lines and substations throughout the state, for replacement facilities at nuclear power plants, and for desalination plant to supply water to Monterey Peninsula.
 Assisted Zone 7 Water Agency with an EIR for a water supply, transfer, and storage program.  Defended CEQA review of City of San Carlos decision to replace grass with turf on City play fields.

INSIGHTS
Presentations
“Avoiding Speed Bumps at the Intersection of Land Use and Real Estate Law,” 37th Annual Real Property Law Section

Anna C. Shimko

Retreat, Hyatt Regency Embarcadero, April 21, 2018
“CEQA: An Update,” California Water Law Conference, San Francisco, CA, November 13, 2017 “California Environmental Quality Act: Key Developments Affecting Water Projects,” Annual California Water Law Conference, San Francisco, November 2016
“Current Developments in CEQA Law and Practice,” The Administrative and Public Environmental Law Conference, June 2015
Speaker, “Current Issues in Land Use Regulation and Development,” California Environmental Quality Act Update Cases Late 2011 to Present, California Continuing Education of the Bar, September 2012 “Aetna Springs Resort,” California Building Industry Association Select Conference on Industry Litigation, April 2012 “Hydraulic Fracturing: Permitting and Environmental Reviews,” The Seminar Group, November 2011 “Americans with Disabilities Act Primer,” 2011 for insurance company “Cumulative Impacts,” Climate Change, Cumulative Impacts and Compliance: 6th Annual National Environmental Policy Act (NEPA) CLE International Conference, January 2010 “Coming Soon to Your State or Federal Government: the Climate Change Regulation Experience in California,” ICSC U.S. Shopping Center Law Conference, October 2009
“The Benefits of Development Agreements,” League of California Cities Planners Institute, March 2009 “Land Use in Northern California,” Law Seminars International, March 2009 “AB 32 Session Climate Change: Science, Law & Policy,” California Business Properties Association, Fall 2008 “The Changing Climate of California Real Property Law,” California Continuing Education of the Bar, Fall 2008 “Green Building Conference,” CLE International, February 2008 “The Challenges of Urban Development: Trends and Legal Issues for Real Property Practitioners,” California Continuing Education of the Bar, Fall 2007
“Land Use Regulation and Development,” California Continuing Education of the Bar, Fall 2006 “Regulatory Takings Conference,” CLE International, 2003 “2002 Spring CEQA Workshop Series,” Association of Environmental Professionals, 2002 “Regulatory Takings Conference,” CLE International, 2002 “CEQA: What Is It and How Does It Impact Telecommunications Projects?,” Federal Communications Bar Association, Northern Chapter, 2002

RECOGNITIONS
American College of Real Estate Lawyers, Elected Member Lambda Alpha International (global land economics society), Elected Member California’s Top 50 Development Lawyers, Daily Journal, 2014 Selected to The Top 50 Women Attorneys in Northern California, Super Lawyers Magazine 2004-2005 Selected to Northern California Super Lawyers, 2004 – present Best Lawyers in America (Land Use and Zoning), 2012 – present

PRACTICE GROUPS
Labor and Employment
Public
Education

EDUCATION
J.D., University of California, Davis, 2003
B.A., Environmental Sciences, University
of California, Berkeley, 1998

ADMISSIONS
State Bar of California
United States District Court for the Central
District of California

AFFILIATIONS
Association of Workplace Investigators
Certificate Holder
Katy A. Suttorp
Partner
Pronouns: she, her, hers
Orange County [email protected]
1851 East First Street, Suite 1550 949.265.3403 D
Santa Ana, California 92705 949.863.3363 T
Katy Suttorp is a partner in Burke’s Orange County office, representing public sector clients in labor and employment law matters.

Katy has represented and counseled a wide range of employers, including joint powers authorities, municipalities, special districts, school districts, community college districts, and private entities, in numerous matters. These include disability accommodation and interactive process, employee discipline and due process, leaves and benefits, state and federal wage and hour audits and disputes, wrongful termination, workplace investigations, Firefighters Procedural Bill of Rights Act/Public Safety Officers Procedural Bill of Rights Act, employee speech and privacy, workplace violence, pre-employment and privacy issues, including drug and alcohol testing, Affordable Care Act, HIPAA/California Confidentiality of Medical Information Act, and CalPERS and CalSTRS audits and disputes. Katy has also drafted and revised a variety of personnel rules and policies, employee handbooks, memoranda of understanding, collective bargaining agreements, and employer-employee resolutions.

In addition, Katy provides advice and representation for a variety of labor matters, including acting as lead negotiator, representing agencies in proceedings before PERB, and providing workplace training addressing challenges in supervising represented employees. She also provides training and seminars and is a frequent presenter on other particular areas of concern for public employers, including interactive process and reasonable accommodation, discipline and due process, performance evaluations, investigations, and prevention of harassment, discrimination, retaliation, and abusive conduct.

During law school, Katy clerked at the U.C. Davis office of the Campus Counsel and served as a summer extern for the Honorable Gary A. Feess, a judge of the United States District Court for the Central District of California.

She also served as editor-in-chief of the environmental law and policy journal, Environs. Katy recently completed a two-year appointment to the Program Review Committee for the American Inns of Court.

INSIGHTS
Upcoming Presentations
“Wiser Today Than Yesterday: Learning from Common Interactive Process Mistakes,” CALPELRA Conference, November 21, 2019
“Investigations Inside and Out….” CALPELRA Conference, November 20, 2019

Katy A. Suttorp

Past Presentations
“Round Up Your Posse: Employee Personal Information Breaches” CalJPIA Risk Management Educational Forum, October 10, 2019
“A Roadmap to Handling Workplace Investigations: Practical Tips….” ACSA Personnel Institute, October 4, 2019 “Data Breaches and Employee Duties: Navigating Personal Information Pitfalls on the Pathway to Success,” ACSA Personnel Institute, October 3, 2019
“Traveling the Long and Winding Road: Practical Advice for Engaging in the Interactive Process under ADA/FEHA,” ACSA Personnel Institute, October 3, 2019
“Preventing Workplace Harassment, Discrimination, Retaliation and Abusive Conduct,” Client Presentation, March 19, 2019
“Negotiation and Effective Documentation of Disciplinary Issues,” ACSA Negotiators’ Symposium, January 24, 2019 “Today’s Reality: People, Politics, and Post-Janus Pressures at the Table” (panel), ACSA Negotiators’ Symposium, January 24, 2019
“Avoiding Past Mistakes and Averting Future Pitfalls: The Importance of Disability and Medical Leave Basics,” ACSA Personnel Institute, October 3, 2018
“HR Boot Camp,” Client Presentation, March 13, 2018
“Negotiation and Effective Documentation of Disciplinary and Performance Issues,” ACSA Negotiators' Symposium, San Diego, January 17, 2018
“CalPERS Requirements, Audits, and Related Bargaining Considerations,” ACSA Negotiators' Symposium, San Diego, January 18, 2018
“Ready or Not – Top 5 Legal Changes Coming for 2018!,” Webinar, December 19, 2017 “Choose Your Own Disability Adventure,” CALPELRA Conference, December 8, 2017 “Education is Your Passport to the Future: HR Back to Basics,” CalJPIA Risk Management Educational Forum, October 12, 2017
“Avoiding a Bumpy Landing: Lighting the Approach to an Effective Interactive Process,” ACSA Personnel Institute, October 4, 2017
“Education is Your Passport to the Future: HR Back to Basics,” CalJPIA Risk Management Educational Forum, October 12, 2017
“Preventing Workplace Harassment, Discrimination, Retaliation and Abusive Conduct,” multiple client presentations, January-December 2017
“Health Insurance Opt-Outs After the Affordable Care Act and Flores v. City of San Gabriel Decision,” County Counsels' Association of California Employment Law Conference, Santa Barbara, November 2016 “Preventing Workplace Harassment, Discrimination, Retaliation and Abusive Conduct,” Client Presentation, December 2015
“Preventing Workplace Harassment, Discrimination, Retaliation, and Abusive Conduct,” Client Presentation, November 2015
“Tap Dancing at Club Obi-Wan: Choreographing the Interactive Process,” California Public Employers Labor Relations Association Annual Training Conference, October 2015
“Diving in the Deep End of Disability Discrimination,” Association of California School Administrators Personnel Institute, October 2015

Katy A. Suttorp

“Effective Return to Work Programs and the Interactive Process,” California Worker’s Compensation & Risk Conference & Expo, September 2015
“Diving in the Deep End of Disability Discrimination,” Los Angeles County Office of Education, Employment Practice Liability Workshop, May 2015
“HR Boot Camp,” County of San Bernardino, April 2015
“Preventing Workplace Harassment, Discrimination, Retaliation and Abusive Conduct,” Client Presentation, December 2014
“Preventing Workplace Harassment, Discrimination, and Retaliation in the Legal Profession,” September 2014 “They’re Represented…Now What?!,” Client Presentation, April 2014 Publications
“Emergency Family Medical Leave Act: Leave Scenarios,” The Authority, California JPIA Newsletter, Issue 100, June 2020
“What Does AB 5 Mean for Public Employers?” CALPELRA Alert, September 2019 “(Nearly) Every Minute Counts for Non-Exempt Employees in California Following the State Supreme Court’s Ruling in Troester v. Starbucks,” The Authority, CJPIA Newsletter, Issue 79, September 2018 “Legal Trends,” Burke, Williams & Sorensen, LLP, 2008-2019 “Clear as Mud Redux: California Leaves of Absence in the Public Sector,” The Authority, CJPIA Newsletter, Issue 59, January 2017
“Clear as Mud: Calfornia Wage and Hour Laws in the Public Sector,” The Authority, CJPIA Newsletter, Issue 50, April 2016
“Body Piercings and Tattoos in the Workplace: Can Employers Place Limits on Them?” Carl Warren Connects; Carl Warren, December 2015
“Pocket Guide to Disability Discrimination in the California Workplace,” CPER, October 2015 “Dress and Grooming Standards for California Public Employers …It’s a Bit More Complicated than You Might Expect,” The Authority, CJPIA, August 2015
“Significant Changes to the FEHA: Are You Prepared for 2015?” CALPELRA Alert, December 2014 “Significant Changes to the FEHA: Are You Prepared for 2015?” Employment Law Alert, December 2014 “Healthy Workplaces, Healthy Families Act of 2014: What Does It Mean for Our Agency?” The Authority, CJPIA, November 2014
“School Districts Must Provide School-Wide Assessment Data as Part of a Special Education Determination,” Education Law Alert, October 2014

PRACTICE GROUPS
Environmental, Land Use, and Natural
Resources
Public

EDUCATION
J.D., University of California, Hastings
College of the Law, 2006
B.A., Government, Smith College, 2003

ADMISSIONS
State Bar of California
United States District Court for the Central
District of California

AFFILIATIONS
League of California Cities
California Bar Association, Public Law
Section
Erica L. Vega
Partner
Pronouns: she, her, hers
Inland Empire [email protected]
1770 Iowa Avenue, Suite 240 951.801.6629 D
Riverside, California 92507 951.788.0100 T
Erica Vega has dedicated her entire legal career to the representation of cities and other public agencies across California. She serves as City Attorney for the City of Eastvale and General Counsel to West Valley Mosquito and Vector Control District. She is also Assistant City Attorney for the cities of Cathedral City and Wildomar, Assistant Town Attorney for the Town of Yucca Valley, Deputy City Attorney for the City of Rialto, and Assistant General Counsel to Sunline Transit Agency. Erica has worked with numerous other public agencies in both general and special counsel roles throughout her 15 years of practice.

Erica serves as a trusted advisor to public agency governing bodies, commissions, and staff on a wide array of legal issues, including transparency and conflict of interest laws, planning and zoning laws, housing, first amendment issues, elections, and solid waste laws and regulations, among others. She ensures that she delivers advice to clients in a manner that is understandable and contains practical guidance that can be readily applied in the real world. In providing advice, Erica focuses on both legal compliance and risk assessment, understanding that many complex situations faced by public agencies do not have clear cut answers.

Erica has extensive experience advising cities on land use and environmental issues related to proposed development projects, including large private development projects and public infrastructure improvements. Erica routinely advises public agencies on CEQA compliance throughout the project processing and approval process. She has reviewed CEQA documents for and advised on freeway interchange improvements and major state highway projects, General and Specific Plans, large commercial and mixed use developments, university campus expansions, hospitals, and a master planned development proposing over 1,000 new homes. She has also assisted agencies in obtaining permits and approvals from the federal, state and regional environmental regulatory agencies.

Erica advises agencies on the conduct of local elections. In particular, Erica has extensive experience advising on ballot measures, whether initiated by the agency or voter petition. She has worked on numerous initiatives, referendums, and recall attempts, including situations where there are competing ballot measures. Erica is knowledgeable on the local elections process from start to finish. She has drafts ballot measures and impartial analyses and works closely with the local elections official to ensure Elections Code procedures and requirements are satisfied.

Erica also advises cities on the rapidly evolving area of cannabis regulation and taxation. She has drafted ordinances establishing cannabis business regulatory programs and taxes, working collaboratively with city staff, law enforcement, and stakeholders in the process. She advises city staff throughout the business licensing and land use permitting processes.

Erica L. Vega

Erica is an active in organizations representing the interests of public agencies. She currently serves on the League of California Cities’ Governance, Transparency and Labor Relations Policy Committee. She previously served for six years on the Public Records Act Committee of the League’s City Attorney’s Department. She is a contributor to the League's publications on the Public Records Act, "The People's Business," conflicts of interest, “Providing Conflict of Interest Advice,” and the Municipal Law Handbook.

A graduate of Smith College, Erica majored in Government. She also studied in Geneva, Switzerland, where she was enrolled at the University of Geneva and the Graduate Institute for International Studies, and interned at the Center for International Environmental Law. Erica obtained her Juris Doctorate from the University of California, Hastings. At UC Hastings, Erica focused her studies on public law and policy. She participated in the school's Center for State and Local Government Law and Public Law Research Institute.

INSIGHTS
Presentations
“Top 10 Brown Act Compliance Tips,” League of California Cities Riverside Division meeting, February 22, 2019. “How to Build and Maintain the Public’s Trust: Practical Ethics and the Law (AB 1234),” League of California Cities 2019 New Mayors and Council Members Academy, Irvine Marriott, February 1, 2019 “Municipal Elections: From Start to Finish,” League of California Cities Webinar, March 1, 2018 “Transparency Strategies,” LAFCO for San Bernardino County, Mojave Water Agency, January 29, 2018 “The Brown Act: The Top 10 Issues Boards Face,” California Special Districts Association’s Special District Leadership Academy, November 2014 and January 2016
“Preserving the Attorney-Client Privilege During the CEQA Review Process,” presentation to the Greater Inland Empire Municipal Lawyers Association, February 2014
“What You Need to Know About Public Records and Open Meetings,” Lorman Education Services Seminar, February 2014
“Housing and Land Use Course,” University of California, Riverside Extension, Summer 2010, 2008 "Putting 'Green' Into Practice: The Essential Elements of a Local Sustainability Program," presentation to the Greater Inland Empire Municipal Law Association, February 2009
Publications
“Cost-Effective Public Records Act Compliance and Records Transparency Following Proposition 42,” Western City, February 2015.
“E-Records Sent From Private Devices and Accounts Are Not Public Records Under CPRA,” The Authority, April 2014 “E-Records Sent From Private Devices and Accounts Are Not Public Records Under CPRA,” Public Law Alert April 2014
“Legal Trends,” Public Records Act Chapter editor, 2009, 2008 editions "Oops! Property Tax Allocation Fees Trigger Trap," Public Law Update, July 2010 "Frustration is not Enough" for Courts to Compel Certification of an EIR, Public Law Update, December 2009 "Effect of SB 375 on Fourth Revised Housing Elements," Public Law Update, December 2008

PRACTICE GROUPS
Environmental, Land Use, and Natural
Resources
Litigation
Real Estate and Business Law
Public Law

EDUCATION
J.D., Vermont Law School, Environmental
Editor, Vermont Law Review, 1998
B.A. History, Ohio University, 1993

ADMISSIONS
State Bar of California
State Bar of Colorado

AFFILIATIONS
California Bar Association, Environmental
Law Section Legislation Committee
(member) and Environmental Law Update
publication (regular contributor)
American Planning Association, Northern
California Chapter (Board of Directors,
Legislative Director)
California Solar Energy Industries
Association
USGBC Northern California Chapter
(founding member, former steering
committee member and emerging
professionals chair of the Chapter’s Diablo
East Bay Branch)
California Special Districts Association:

CEQA Expert Feedback Team
Bay Area City Attorneys’ Association
Stephen E. Velyvis
Partner
Pronouns: he, him, his
San Francisco [email protected]
1 California Street, Suite 3050 415.655.8133 D
San Francisco, California 94111 415.655.8100 T
Steve Velyvis is a well-respected land use and environmental law attorney with over 21 years of expertise advising and representing public agency and private clients in administrative proceedings and before state and federal trial and appellate courts.

Steve has extensive advisory and litigation experience with and works daily on projects addressing complex legal issues spanning the California Environmental Quality Act (CEQA), the National Environmental Policy Act (NEPA), the Federal Power Act, and the California Coastal Act, as well as the state and federal legal and regulatory frameworks governing clean water, clean air, endangered species and electricity generation and transmission. He also routinely represents clients in land use and planning-related matters.

While Steve has extensive advisory and litigation experience with a multitude of environmental laws, he is most experienced with CEQA, having represented parties on all three “sides” of the CEQA equation. In other words, in addition to successfully representing Burke’s many municipal and public agency clients, Steve has also successfully represented numerous private clients (e.g., project applicants and project opponents) on important CEQA matters. In this regard, Steve distinguishes himself as a leading CEQA practitioner. Steve’s deep and varied experience gives him invaluable insight into what all three sides on a given CEQA project are thinking at every step along the way. This unique perspective also enables him to develop cuttingedge legal strategies aimed at resolving conflicts and prevailing in litigation, as opposed to simply posturing or falling back on routine "cookie cutter" advice and litigation tools. In sum, Steve draws on his collective experience to help Burke’s clients think outside the box and routinely provides successful, cost-effective results.

RESULTS
In just the past few years alone, Steve has worked with numerous cities, school districts, and private clients providing advice on projects involving myriad land use and environmental issues, actively guiding the preparation of a host of CEQA documents (statutory and categorical exemptions, mitigated negative declarations and environmental impact reports and addenda) and successfully defending various legal challenges thereto.

Steve also has experience with solar and other renewable energy projects and climate change issues, including representation of parties in proceedings before the Federal Energy Regulatory Commission, the U.S. Forest Service, the State Water Resources Control Board, and the California Public Utilities Commission concerning PV solar, pumped-storage hydroelectricity, transmission line and desalination projects involving complex CEQA/NEPA, Clean Water Act, CA Coastal Act and Endangered Species Act issues, among others.

Stephen E. Velyvis

Some recent and ongoing representative matters in which Steve has provided land use/CEQA advice and/or litigated the adequacy of CEQA documents include:

Advisory Matters
 Advise renewable energy company on various land use, planning and CEQA issues pertaining to their varied PV solar and battery storage projects.
 Advise City Attorney and planning staff on CEQA compliance issues and strategies and assist in preparation and certification of EIR for project to replace historic recreation/aquatic center.  Advise water authority serving as CEQA lead agency and myriad environmental consultants and engineers regarding the preparation of a joint EIS/EIR for Friant Kern Canal Middle Reach Capacity Correction Project to restore canal water conveyance capacity diminished due to land subsidence.  Advise City and County serving as joint lead agencies for solid waste transfer station project on CEQA compliance issues and assist in preparation of EIR and related staff reports, resolutions and CEQA findings.  Advise City Attorney and City Council on land use and CEQA aspects of controversial emergency demolition permit application seeking approval to demolish two significant historic buildings.  Advise City Attorney and lead multi-faceted team advancing City’s appeal of adjacent City’s Planned Development Permit for vertical landfill expansion.
 Advise and direct City staff and consultants on CEQA compliance issues and assist in preparation of Revised EIR for General Plan Update project.
 Advise School District General Counsel on CEQA compliance issues concerning sports field improvement project.  Advise City Attorney on land use planning and zoning issues concerning major updates to the General Plan and Zoning/Development Code.
 Advise City Attorney on CEQA compliance issues concerning changes to a planned hotel and related specific plan to determine whether subsequent environmental review is required and assist on preparation of focused supplemental EIR.
 Directed city staff, outside consultants and applicant teams and provided extensive land use and CEQA compliance advice and guidance to newly incorporated city and city attorney regarding various proposed commercial, residential and transportation infrastructure projects.  Lead interdisciplinary team of attorneys, engineers, consultants, and school district personnel working on the environmental impact review process related to the yearly provision of charter school facilities (involving an addendum to a prior EIR one year, a new MND the next and a focused EIR the following year).  Lead interdisciplinary team of attorneys, consultants and school district personnel to develop facts supporting CEQA exemption for project involving reopening of closed elementary school and changes in attendance boundaries to repopulate the reopened school.
 Provided extensive CEQA compliance advice and guidance to a city and a special district regarding joint exercise of powers agreements for wastewater, fire and emergency medical services to be provided to an Indian tribe.  Develop legal strategy and develop record documents and findings supporting statutory CEQA exemption for traffic mitigation projects related to new Indian casino.  Advised a Fortune 100 company and led interdisciplinary team of attorneys, engineers, consultants, public relations, and agency personnel working on CEQA review and entitlement processes associated with a number of large and controversial retail development projects.

Litigation Matters
 Gallaher v. City of Santa Rosa, Sonoma County Superior Court Case No. SCV-265711—successfully defended challenge to ordinance requiring electric-only power and heating systems for new low-rise residential construction

Stephen E. Velyvis

(AKA all-electric reach code), under CEQA and California reach code regulations  Clayton for Responsible Development v. City of Clayton (Contra Costa County Superior Court Case No. N20- 05343). Representing project applicant as Real Party in Interest, successfully defended City’s project approvals (including CEQA infill exemption determination) against challenge alleging both CEQA and State Density Bonus Law claims.
 McCorkle Eastside Neighborhood Group et al. v. City of St. Helena (Napa County Superior Court Case No. 000205 and 1st District Court of Appeal Case No. A153238). Prevailed in trial and appellate courts in challenge to City’s reliance on CEQA infill exemption and issuance of design review approval for 8-unit multi-family residential project, resulting in significant published decision by the First District Court of Appeal in McCorkle Eastside Neighborhood Group v. City of St. Helena (2019) 31 Cal.App.5th 80.  Citizens for Responsible Winery Growth v. City of St. Helena (Napa County Superior Court Case No. 000953).

Successfully defended City’s reliance on existing facilities CEQA exemption and issuance of design review approval for wine fermentation tank farm replacement project at existing winery.  APS West Coast, Inc. dba Amports v. City of Benicia (Solano County Superior Court Case No. FCS050113).

Successfully defended/resolved challenge to City’s decision granting appeal and denying emergency demolition permit sought to demolish and remove historic buildings.  Tiernan et al. v. Diablo Community Services District (Contra Costa County Superior Court Case No. MSC17- 02529). Successfully defended District in quiet title action seeking to negate claimed public right to use of Diablo roads and declare District has obligation to prohibit such public use.  Albert Park Neighborhood Alliance v. City of San Rafael (Marin County Superior Court Case No. 1105491 and Court of Appeal Case No. A135028). Prevailed in trial court and Court of Appeal in challenge to City’s reliance on CEQA exemption and issuance of use permit for lease of City-owned baseball park to independent professional baseball team.
 Pasetta Park Neighbors v. City of Santa Clara (Santa Clara County Superior Court Case No. 114CV266514).

Worked collaboratively with counsel for Real Parties to obtain favorable settlement and early dismissal of entire action raising zoning challenge requiring nothing from the City.  Concerned Citizens of Sonoma County v. City of Rohnert Park and M&M Services, Inc. v. City of Rohnert Park (Sonoma County Superior Court Case Nos. SCV250536 and SCV250020). Prevailed in these two separate but related actions challenging City’s award of exclusive temporary debris box franchise on Proposition 218 and CEQA grounds.
 Citizens for Upholding Zoning Regulations v. City of Palo Alto (Santa Clara County Superior Court Case No. 107CV078386 and Court of Appeal Case Nos. H032872, H033204 and H036691). Prevailed in trial court action challenging approval of mixed-use project on State Density Bonus Law and CEQA grounds and subsequently received, successfully defended (in two separate appeals) and recovered significant attorneys’ fee awards pursuant to CCP section 1021.5.
 Bullis Charter School v. Los Altos School District (Santa Clara County Superior Court Case Nos. 113CV245684 and 113CV255506). Achieved favorable and significant settlement and dismissal of consolidated actions challenging charter school facilities offers on various CEQA grounds, ending bitter multi-year litigation between the parties.
 Stop the Casino 101 Coalition v. City of Rohnert Park (Sonoma County Superior Court Case No. SCV252617).

Prevailed in trial court on motions for judgment/to dismiss in challenge to City’s use of statutory exemption for transportation project related to new Indian casino.
 Livermore Citizens for Responsible Growth v. City of Livermore (Alameda County Superior Court Case No. RG 14725317). Worked collaboratively with counsel for Real Parties to obtain favorable settlement and dismissal of entire action challenging CEQA exemption determination requiring nothing from the City.  Residents of Santa Clara v. City of Santa Clara (Santa Clara County Superior Court Case No. 113CV254623).

Successfully opposed Petitioner’s motion to augment Administrative Record with voluminous extra-record documents and prevailed on motion to dismiss lawsuit, challenging City’s use of CEQA categorical exemption for project to rehabilitate a historic residence, as moot.

Stephen E. Velyvis

 Concerned Citizens of Fort Bragg v. City of Fort Bragg (Mendocino County Superior Court Case No. SCTMCVG 15-65240). Successfully defended City’s approval of loan agreement to provide grant money for homeless services from a variety of claims including CEQA and NEPA causes of action. Petitioner voluntarily dismissed lawsuit after failing to secure temporary restraining order or preliminary injunction and while the City’s motion for judgment was pending.
 Center For Biological Diversity v. Department of Fish and Wildlife (California Supreme Court Case No. S217763).

Co-authored amicus brief for the League of California Cities, the California State Association of Counties, the California Special Districts Association and the Southern California Association of Governments addressing important issues regarding exhaustion of administrative remedies, impact analysis and mitigation and greenhouse gas emission impact methodology.

Prior to joining Burke, Steve successfully litigated numerous other land use and CEQA actions including: a successful defense of challenges to lot line adjustment ordinance in two consolidated actions in Napa County Superior Court (facial and as applied challenges) asserting Subdivision Map Act preemption and CEQA claims; successful traditional mandamus action in Contra Costa County Superior Court resulting in rare judgment ordering agency to complete longdelayed EIR and water supply assessment forthwith; successful defense of subdivision approval in action in Alameda County Superior Court asserting Subdivision Map Act and CEQA claims; successful mandate action in Napa County Superior Court challenging flood control project on CEQA grounds; successful mandate actions in both Napa County Superior Court and Santa Cruz County Superior Court challenging issuance of timber harvest permits and timberland conversion permits on CEQA grounds and related attorneys’ fee awards.

INSIGHTS
Presentations
Featured Speaker, “Discretion – The Gateway to and Limitation on CEQA,” League of California Cities Annual Conference, October 2019
Panel Speaker, Data Alone is Not CEQA Analysis, 2019 Association of Environmental Professionals California State Conference, March 2019
Featured Speaker, “Understanding Historical and Tribal Cultural Resource Issues Under CEQA,” City Attorneys Association of Los Angeles County Member Luncheon, August 2018 Featured Speaker on “litigation” panel at San Francisco Bar Association seminar entitled, “Environmental Law Basics:

Understanding CEQA,” November 3, 2016
“Planning Fun-da-mentals,” League of California Cities Planning Commissioners Academy, March 2, 2016 “CEQA Update,” City Attorneys Association of Los Angeles County Member Luncheon, February 2016 “AB 2188 Implementation Requirements for Rooftop Solar Systems,” League of California Cities City Attorneys’ Spring Conference, May 2015
“CEQA Issues,” County Counsels’ Association Spring Land Use Conference, May 2014 “Practical Advice for Minimizing CEQA Liability in Your City,” League of California Cities’ Webinar, March 2014 “Fall CEQA Update,” City Attorney’s Association of Los Angeles County, September 2013 “Summer CEQA Update: A Look at Legislative Modernization Efforts and Recent Judicial Decisions,” Contra Costa County City Attorneys’ Association Membership Luncheon, July 2013 “Legal and Legislative Update Panel,” League of California Cities’ Planning Commissioners Academy Conference, Pasadena, March 2013
“Developing Opportunities in Uncertain Times” Panel, Walnut Creek, CA, January 2011 “Wind/Solar Energy Panel,” California Bar Association’s 29th Annual Real Property Law Section Retreat, April 2010

Stephen E. Velyvis

“California Environmental Quality Act (CEQA) Workshop,” Association of Environmental Professionals, Fall 2009 Publications
“The Evolution and Application of a CEQA Exemption” Northern News, June 2018 “Identifying Baseline Conditions under CEQA – Back to the Future?” Northern News, March 2015 “Big Changes on Horizon for Traffic Impact Analysis Under CEQA,” Northern News, October 2014 “Practical Advice for Minimizing CEQA Liability in Your City,” League of California Cities’ Western City Magazine, February 2014
“Density Bonus Law: Recent Court Decision Highlights Valuable Tool Available to Developers,” Newsletter Article, Spring 2011
“Trouble on the Range or a Green Opportunity? How the State’s Budget Woes are Creating Both Challenges and Opportunities for Landowners Under Williamson Act Contracts,” Newsletter Article, Summer 2010

EXHIBIT B
Burke, Williams & Sorensen, LLP
1851 East First Street, Suite 1550
Santa Ana, CA 92705
(949) 265-3418
Zaynah N. Moussa, Interim City Attorney
City Attorney’s Office
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Specialized Outside Legal Services
Dear Mrs. Moussa:

The following hourly fees are agreeable:

A) Partner $330.00
B) Associate $290.00
C) One paralegal $175.00
Sincerely,
Mark J. Austin, Partner

EXHIBIT C

POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in the defense of liability cases involving the City of Vernon or City employees. The objective is to provide current and long-range investigative assistance and guidance on all liability cases.

1. Copies of the summons, complaint and claims investigation reports, if available, will be forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.

2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further investigative needs. The services of an investigating agency, approved by the City Attorney, may be requested to assist Associate Counsel in their investigation. The agency is to furnish this office with copies of all its reports.

3. After receiving Associate Counsel's request, the investigating agency commences the specified investigation and outlines its recommendations for additional investigation, but does not commence such additional investigation until specifically requested by Associate Counsel to do so.

4. In addition to investigation, the investigating agency assists with such discovery, needed diagrams, photographs and other information as may be requested by Associate Counsel.

5. Associate Counsel is requested to review the claims investigation file sent with the assignment of defense so as to preclude unnecessary or duplicate investigative expenses.

6. Copies of the Vernon Municipal Code and other City documents can be readily obtained from the City Attorney's Office.

7. Attendance at mandatory settlement conferences will include only Associate Counsel and an attorney from the City Attorney's Office. Neither the Claims Coordinator nor investigators shall attend unless specifically requested to do so by this office.

EXHIBIT D

EQUAL OPPORTUNITY EMPLOYMENT

PRACTICES PROVISIONS
A. Associate Counsel certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Associate Counsel further certifies that it will not maintain any segregated facilities.

B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Associate Counsel, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

City Council Agenda Item Report
Submitted by: Angela Melgar
Submitting Department: Finance/Treasury
Meeting Date: May 17, 2022

SUBJECT
Attorney Services Agreement (Transactional) with Stradling Yocca Carlson & Rauth for Specialized Legal Services
Recommendation:

Approve and authorize the City Administrator to execute an Attorney Services Agreement with Stradling Yocca Carlson & Rauth (Stradling), in substantially the same form as submitted, for specialized legal services in connection with the development and implementation of the first modernized data center within the City, for a total amount not to exceed $50,000, for a oneyear term effective May 17, 2022.

Background:

As part of due diligence regarding the development and implementation of the first modernized data center within the City, and to develop a set of working documents for potential future data center projects, staff wishes to engage specialty counsel with demonstrated expertise in public finance, public utilities, and complex business transactions. In conjunction with the City Attorney’s Office, staff's goal is to retain specialized counsel to analyze and draft data center transactional documents, and address taxation and financing questions regarding various alternatives that may be considered.

Under Vernon Municipal Code Section 3.32.100, contracts with a total value up to $50,000 require an informal selection process including the review of five vendor quotes. Staff reviewed five law firm proposals and rate quotes previously submitted in response to a Request for Proposals (RFP) issued in July 2021 for specialized utility and public finance legal services related to the City’s acquisition of Malburg Generating Station (MGS). Because of the public utilities expertise required for analysis of the data center project, the MGS firm proposals were determined to be more appropriate to draw quotes from than the general municipal legal services RFP that was issued in November 2021.

After evaluating the rate quotes and relevant experience from five law firms that previously submitted RFP proposals (Buchalter, Morgan Lewis, The Norton Law Firm, Orrick, and Stradling), staff consensus was that Stradling would be the best fit in terms of public sector utility experience, municipal finance expertise, strong past performance of attorney Douglas Brown on the MGS acquisition, and lower fee structure. Proposed hourly rates from the five firms ranged from $450 at the lowest, to $1,150 at the highest. Stradling proposed rates in the middle range, from $500 - $650 per hour.

While $500 - $650 hourly rates are higher than the City’s generally accepted municipal rates, this utility-specific work is highly specialized and technical. Each of the firms’ rate proposals included a municipal discount, and Stradling was in the lower-middle range of proposed fees.

Stradling has also proposed that a qualified associate attorney be utilized when appropriate, with a lower billing rate of $340 per hour.

The proposed scope of work includes review of all relevant data center documents, strategic advice regarding the City’s rights and obligations under a proposed term sheet, preparation of a comprehensive development agreement and other necessary documents, and such other matters related to the data center project as may be requested by the City. If bond or disclosure counsel services are needed in connection with this project, and the firm is selected to provide such services, a contract amendment or new agreement would be presented to City Council for review and approval.

Although the contract not-to-exceed amount is $50,000, City Council approval is required under Vernon Municipal Code Section 3.32.030(B) because Stradling has been awarded over $100,000 pursuant to other agreements within the preceding twelve months. Concurrent with the proposed agreement with Stradling, staff is also seeking approval of a separate Professional Services Agreement for specialized advisory services to assist in negotiating and structuring a development agreement for this Project.

Fiscal Impact:

Sufficient funds for the specialized legal services are available in the Vernon Public Utilities, Electric Fund budget Account No. 055.9000.593200 for fiscal year 2021-2022.

Attachments:

1. Stradling Attorney Services Agreement (Transactional)

ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF

VERNON AND STRADLING YOCCA CARLSON & RAUTH FOR SPECIALIZED LEGAL

SERVICES (DATA CENTER PROJECT)

COVER PAGE
Associate Counsel: Stradling Yocca Carlson & Rauth
Responsible Principal of Associate Counsel: Douglas S. Brown, Shareholder Notice Information - Associate Counsel: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
Attention: Douglas S. Brown, Shareholder
Phone: (949) 725-4000
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Zaynah N. Moussa,
Interim City Attorney
Telephone: (323) 583-8811 ext. 839
Commencement Date: May 17, 2022
Termination Date: May 17, 2023
Consideration: Total not to exceed $50,000.00 (includes all applicable sales tax)
Records Retention Period Three (3) years, pursuant to Section 12.2

ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF

VERNON AND STRADLING YOCCA CARLSON & RAUTH FOR SPECIALIZED LEGAL

SERVICES (DATA CENTER PROJECT)
This Agreement is entered into by and between the City of Vernon, a California charter City and California municipal corporation (City), and Stradling Yocca Carlson & Rauth, a Professional Corporation (Associate Counsel). City and Associate Counsel are collectively referred to herein as the “Parties.”

RECITALS
WHEREAS, the City, acting through its Interim City Attorney, desires to engage Associate Counsel, in association with the Interim City Attorney, to provide specialized legal services in connection with the development and implementation of a data center project; and WHEREAS, the Interim City Attorney of the City of Vernon, herein referred to as "City Attorney," is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the interests of the City, its Council, officers, employees and agents, as provided for by California law and the Charter and ordinances of the City.

NOW, THEREFORE, the Parties agree as follows:

1.0 Scope of Services.

Associate Counsel hereby is associated as Counsel of Record in association with the City Attorney to perform such legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in Exhibit “A”, hereto. Douglas S. Brown, a principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm and by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney.

Associate Counsel shall report to and receive direction from the City Attorney, in conjunction with the City Administrator.

2.0 Time of Performance and Term.

The services of Associate Counsel are to commence upon the execution hereof (Effective Date), and the written assignment of particular matters, provided, the effectiveness of this Agreement is subject to approval by the City Council or City Administrator (as appropriate), and shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care. This Agreement shall automatically terminate one (1) year from the Effective Date, subject and pursuant to the terms of this Agreement.

3.0 Budgeting.

Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion of the City Attorney. The general framework of the litigation budgeting and planning procedures is as follows:

3.1 Budget:

3.1.1 Associate Counsel shall, if requested by the City Attorney, provide a Plan and a Budget, or revisions thereof, which will include a projection of recommended steps to be taken in the assigned matter and a range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at least every twelve months, or as more frequently requested by the City Attorney.

3.1.2 The Budget shall include an estimate of Associate Counsel’s attorney’s hours, fees, and disbursements during each phase and activity.

3.1.3 The Budget should include the anticipated cost of each line item, the time estimated to complete it, and the identity (name, title, billing rate) of the primary attorney handling it.

3.1.4 Each line item should be given a code number that can be used in the billing process and in preparation of updated progress reports.

3.1.5 The Budget is not a fixed fee agreement and is subject to revision.

However, Associate Counsel understands and agrees that failure to timely submit a Budget or major unjustified deviations therefrom may constitute a breach and result in termination of this Agreement with Associate Counsel.

3.2 Plan.

3.2.1 In addition to the Budget, Associate Counsel shall prepare a Plan, at least every twelve months, or as more frequently requested.

The plan will start as an initial evaluation (before substantial costs are incurred) and shall include, with a discussion (where applicable): a) anticipated total costs; b) the primary issues; and c) tasks toward completion.

3.2.2 The City Attorney shall be consulted by Associate Counsel regarding the component parts of projects/cases handled so that the City Attorney can determine, or secure a determination from the City Council, as appropriate, tactics, strategy, and whether a particular activity makes sense from an economic standpoint or can be done more economically in another fashion.

3.2.3 The City Attorney is to be consulted regarding staffing of litigation and is to be advised of any significant shift in staffing.

3.2.4 The City Attorney is to be provided with copies of any billing manuals or directions for billing practices in use by Associate Counsel within thirty (30) days of executing this Agreement.

4.0 Compensation, Reimbursement and Methods of Payments.

4.1 Compensation.

Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit "B", which is attached hereto and fully incorporated herein by reference. Associate Counsel’s grand total, not-to-exceed compensation for the one (1) year of this Agreement shall not exceed the amount of $50,000.00 without prior approval of the City Council and written amendment of this Agreement.

4.2 Reimbursement.

In addition to the compensation provided above, the City will reimburse Associate Counsel only for the following expenses: printing, copying costs (not to exceed 10 cents a page), transcription fees, reporter's fees and ground transportation (in the amount set forth by the Internal Revenue Service standard mileage rate). Any other expense (e.g., travel expenses or travel time beyond Southern California) must be approved by the City Attorney in writing and in advance. No compensation shall be allowed for general overhead or support services such as typing, word processing, scanning hard-copy documents to .pdf format, secretarial time of any nature (normal, overflow, or overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer time or service, nor any other expense not itemized in the approved Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on outside services.

4.3 The City Attorney must approve in advance any single disbursement item in excess of $500.00, including, but not limited to, investigators, copying, and experts.

Requests for costs exceeding $500.00 shall contain a recommendation of alternative information services, including use of City employees. Associate Counsel will use City Staff in lieu of outside experts whenever feasible.

4.4 The City expects moderation with regard to all expenses.

4.5 Method of Billing.

Unless otherwise agreed, Associate Counsel shall provide monthly bills unless fees and costs for a particular month are insignificant (i.e., $500 or less), in which case such charges will be added to the following month’s bill. The following information must be provided in monthly bills:

A. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services.

Associate Counsel shall keep the City advised regarding the identity and the billing rates of those people who work on the litigation account.

B. Identification of the lawyer who is in charge of the matter.

C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement.

D. Each billing item will be separately stated on a separate line identifying the biller, the time spent, and the exact nature of the service rendered. Narrative billing and block billing are unacceptable.

For example, if numerous tasks are undertaken in one day, each should be identified with a specified time for performing that task, i.e. a telephone call, a court appearance, a meeting or legal research. All tasks performed on the same day should be entered as separate entries, identifying the time spent on each. Telephone conferences should specify the participants and the subject matter discussed. The City will not pay for vague descriptions for services which do not state the precise nature of the work performed and the need for the work.

Words such as "research", "strategy", "analysis", "discovery", "conference", "preparation", "case management", "memorandum", "correspondence", "telephone call" or "meeting", without an explanation of (1) the specific topic or subject matter, (2) the persons involved, and (3) the need therefor, do not allow for accountability and are therefore non-reimbursable.

E. The City will not pay for inter-office conferences among attorneys/billers unless a conference is a necessary strategy meeting relating to some significant legal issue or event, such as an upcoming trial, and then only one attorney may be billed. Where charges are made for conferences, the specific reason and need for each conference must be stated in detail, and the participants identified.

F. Where charges are made for research time, the specific issue being researched and the need must be identified. City has retained Associate Counsel for its expertise, and therefore expects not to be billed for introductory or background research. The City will not pay for attorneys, law clerks and paralegals educating themselves or doing work of a transient nature on the case.

G. The City expects the attorney assigned to the case to handle all significant matters in the case. If other attorneys are assigned to assist the primary attorney, the City must be notified. The City may request that the assigned work be instead handled by the primary attorney. Thus, only those attorneys or persons approved in advance by the City may bill on the case. Upon City request, resumes will be provided for all persons (other than clerical or secretarial) working on the case.

H. No more than two non-attorney support staff may bill on a particular case without the prior approval of the City.

I. One paralegal may be used. Assignment of work to such paralegal should not result in duplicative work by the attorneys, or reworking of

paralegal's work. Paralegal shall not perform clerical work, such as filing, indexing, date-stamping, organizing, etc., but shall perform work such as research, summarizing depositions, investigation, interviews of witnesses, etc.

J. Upon request, each item billed must be coded to a specific budget line item, so a bill may be easily compared with the approved budget.

K. A tracking system must be set up to periodically, at least every six months, to compare the amount of work completed to a percentage of the budget absorbed.

L. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).

M. The City will not pay for more than one biller doing any task (e.g. two or more attorneys attending the same depositions or the same court appearances, a biller redoing the work of another biller, or duplicative entries for reviewing and analyzing documentation and legal research).

N. Charges for time spent complying with billing inquiries and/or City audits are non-reimbursable.

O. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses.

P. No finance charge or interest will be paid by the City, nor billed by Associate Counsel.

4.6 Timing of Payment.

The City shall pay Associate Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis.

5.0 Engagement of Other Counsel, Specialists or Experts.

Associate Counsel shall not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior written approval of the City Attorney.

6.0 Termination of Agreement and Legal Services.

Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, this Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party with or without cause. In such event, all finished or unfinished documents, project data and reports, both originals and all duplicate copies, in all forms and media requested by the City, shall immediately be turned over to the possession of City, which owns all such materials. In the event of such termination, Associate Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in

which event compensation, if any, shall be adjusted, in the City's sole discretion, in light of the particular facts and circumstances involved in such termination.

7.0 Interest of Members of Local Public Agency.

No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.

8.0 Interest of Counsel.

Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his/her sole discretion, objects for any reason.

9.0 General Procedures.

Copies of major documents, correspondence and periodic status reports shall be submitted to keep the City Attorney advised of any major developments in the matter. Once the Plan is approved, Associate Counsel need not advise the City of each and every step being taken. As long as Associate Counsel is complying with the Plan, it should provide periodic reviews and information on significant matters. The City does not, however, want boilerplate routine letters announcing each and every procedural step being taken.

10.0 Policy for Investigation and Discovery Assistance.

A copy of the City Attorney's Policy for Investigation and Discovery Assistance is attached hereto as Exhibit “C” which is attached hereto and fully incorporated herein by reference.

11.0 Conflict of Interest.

Associate Counsel certifies that no member, officer or employee of the Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted by law.

Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his/her sole discretion, objects for any reason.

12.0 Maintenance and Inspection of Records.

12.1 The City and any other Federal, State or local governmental agency, and any of their authorized auditors or representatives, shall have access to, and the right to audit and reproduce any of Associate Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Associate Counsel is properly entitled or for other purposes relating to the Agreement.

12.2 Associate Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed

and accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

12.3 If Associate Counsel does not maintain such records in the City of Vernon, Associate Counsel shall either deliver said records at its expense to Vernon or shall promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, expenses for personnel, salaries, private auditors, lodging, meals, and overhead.

13.0 Indemnity.

Associate Counsel agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, arising out of or in connection with the work, operations or activities of Associate Counsel, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Associate Counsel hereunder, or arising from Associate Counsel’s performance of or failure to perform any term, provision, covenant or condition of this Agreement up to the limits of Associate Counsel’s professional errors and omission insurance coverage described in Section 14.3 below, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

14.0 Insurance.

Associate Counsel shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto.

14.1 Automobile Liability with minimum limits of at least $100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non-owned liability coverage if written on a Commercial automobile liability form.

14.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its Council, commissioners, officers, employees, agents, and volunteers registered with the City of Vernon must be endorsed on the policy as additional insureds as respects liability arising out of the Associate Counsel's performance of this Agreement.

14.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. If a claims-made policy is obtained, a "tail" of at least three years shall be purchased if non-renewed within three (3) years of completion of performance under this Agreement. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate.

14.4 Associate Counsel shall comply with the applicable sections of the

California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

14.4.1 Provide copy of permissive self-insurance certificate approved by the State of California; or

14.4.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or

14.4.3 Provide an insurance exemption form certifying that no employees subject to workers' compensation law will be used in performance of this Agreement.

14.4.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice to City.

14.4.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII.

14.4.6 Prior to commencement of performance, Associate Counsel shall furnish City with a certificate of insurance for each policy. Each certificate is to be executed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time.

14.4.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Associate Counsel shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Associate Counsel by way of set-off or recoupment from sums due Associate Counsel, at City's option; (b) immediately terminate this Agreement; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Associate Counsel, by way of set-off or recoupment from any sums due Associate Counsel.

15.0 Choice of Forum.

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Associate Counsel agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

16.0 Incorporation by Reference.

This Agreement incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments.

17.0 Order of Precedence.

In case of conflict between the terms of this Agreement and the terms in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.

18.0 Equal Employment Opportunity Practices.

Associate Counsel certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Associate Counsel further certifies that it will not maintain any segregated facilities. The Equal Employment Opportunity Practices provisions are set forth in Exhibit “D”.

19.0 Ethical Guarantees.

19.1 Associate Counsel warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by Associate Counsel, or any agent of representative of Associate Counsel, to any officer or employee of City with a view toward securing this Agreement or favorable treatment with respect to any determination concerning the performance of this Agreement. In the event of breach of this warranty, City shall be entitled to pursue the same remedies including, but not limited to, termination, against Associate Counsel as it could pursue in the event of Associate Counsel’s default.

19.2 Associate Counsel and its members shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

20.0 Right to Offset Claims for Money.

All claims of money due or to become due from City shall be subject to deduction or offset by City from any monies due Associate Counsel by reason of any claim or counterclaim arising out of: (i) this Agreement, or (ii) any purchase order, or (iii) any other transaction with Associate Counsel.

21.0 Modification.

Any modification of this Agreement will be effective only if it is in writing executed by all parties to this Agreement, and, where applicable, if it is approved by City Council.

22.0 Severability/Partial Invalidity.

If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, shall be finally found to be void, invalid, illegal, or unenforceable by a court of competent jurisdiction, then notwithstanding such determination, such term or provision shall remain in force and effect to the extent allowed by such ruling and all other terms and provisions of this Agreement or the application of this Agreement to other situations shall remain in full force and effect. Notwithstanding the foregoing, if any material term or provision of this Agreement or the application of such material term or condition to a particular situation is finally found to be void, invalid, illegal, or unenforceable by a court of competent jurisdiction, then the parties hereto agree to work in good faith and fully cooperate with each other to amend this Agreement to carry out its intent.

23.0 Time of the Essence.

Time is of the essence in the performance of this Agreement.

24.0 No assignment by a party hereto of any rights under or interest in this Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitations, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically state to the contrary in written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Agreement.
[Signatures Begin on Next Page].

IN WITNESS WHEREOF, the City and Associate Counsel have executed this Agreement as of the Commencement Date stated on the cover page and agree as set forth hereinabove.

DATED: CITY OF VERNON, a California charter City
and California municipal corporation
By:

Carlos Fandino, City Administrator
DATED: Stradling Yocca Carlson & Rauth, a
Professional Corporation
By:

Name:

Title:

By:

Name:

Title:

ATTEST:
________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
________________________
Zaynah N. Moussa,
Interim City Attorney

EXHIBIT A

SCOPE OF SERVICES

1. Review existing documents related to the proposed data center;

2. Advise City staff, City consultants and City Council with respect to such documents, strategies with respect to undertaking the development of the proposed data center and legal considerations with respect thereto;

3. Review term sheet to be developed with respect to such proposed data center;

4. Preparing a development agreement with such proposed data center and other related documents, including other necessary documents;

5. Participate in negotiations between the City and the developer of the proposed data center as requested;

6. Attend City Council meetings with respect to the proposed development agreement, as requested;

7. Prepare necessary ordinances, resolutions and similar documents as required to approve and implement such acquisition; and

8. Such other matters related to the development of the proposed data center as may be requested by the City.

EXHIBIT B
Stradling Yocca Carlson & Rauth
660 Newport Beach Center Drive, Suite 1600
Newport Beach, CA 92660-6422
(949) 725-4000
Zaynah N. Moussa, Interim City Attorney
City Attorney’s Office
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Specialized Legal Services, Data Center Project
Dear Ms. Moussa:

The following hourly fees are agreeable:

A) Douglas S. Brown, Shareholder $650.00
B) Jonathan Guz, Shareholder $600.00
C) Jordan Lee, Associate $340.00
C) One paralegal $150.00
Sincerely,
For the Firm

EXHIBIT C

POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in the defense of liability cases involving the City of Vernon or City employees. The objective is to provide current and long-range investigative assistance and guidance on all liability cases.

1. Copies of the summons, complaint and claims investigation reports, if available, will be forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.

2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further investigative needs. The services of an investigating agency, approved by the City Attorney, may be requested to assist Associate Counsel in their investigation. The agency is to furnish this office with copies of all its reports.

3. After receiving Associate Counsel's request, the investigating agency commences the specified investigation and outlines its recommendations for additional investigation, but does not commence such additional investigation until specifically requested by Associate Counsel to do so.

4. In addition to investigation, the investigating agency assists with such discovery, needed diagrams, photographs and other information as may be requested by Associate Counsel.

5. Associate Counsel is requested to review the claims investigation file sent with the assignment of defense so as to preclude unnecessary or duplicate investigative expenses.

6. Copies of the Vernon Municipal Code and other City documents can be readily obtained from the City Attorney's Office.

7. Attendance at mandatory settlement conferences will include only Associate Counsel and an attorney from the City Attorney's Office. Neither the Claims Coordinator nor investigators shall attend unless specifically requested to do so by this office.

EXHIBIT D

EQUAL EMPLOYMENT OPPORTUNITY EMPLOYMENT

PRACTICES PROVISIONS
A. Associate Counsel certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Associate Counsel further certifies that it will not maintain any segregated facilities.

B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Associate Counsel, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

City Council Agenda Item Report
Submitted by: Lilia Hernandez
Submitting Department: City Administration
Meeting Date: May 17, 2022

SUBJECT
Emergency Purchases Secured by the City Administrator
Recommendation:

Receive and file report on emergency purchases secured by the City Administrator as it is provided for informational purposes only, pursuant to Section 3.32.250 of the Vernon Municipal Code (VMC).

Background:

Pursuant to VMC Section 3.32.250 regarding emergency purchases, the City Administrator may secure, without competitive bidding, at the lowest obtainable price, any supplies, equipment, or services regardless of the amount of the expenditure in order to address issues that pose an immediate and unforeseen risk to health, life, property or the environment. In response to the sewer spill and illicit discharge incidents described below, the City Administrator secured such emergency services in order to immediately address any significant risk posed to health, life, property and the environment. This report provides a summary of the incidents and expenditures authorized as an emergency by the City Administrator.

Sewer Spill - Emergency Sewer Main Repair Services
On November, 18, 2021, staff responded to a sewer spill overflow on Vernon Avenue, from Santa Fe to Seville Avenue. The sewer backup was caused by grease generated by various businesses in the area. Since this was a time sensitive emergency, the City requested cleanup services from a qualified contractor, Premier Pipeline, Inc. (Premier Pipeline) who was near the area at the time of the incident performing sewer jetting as part of encroachment permit (permit No. E-2021-1683) for the property located at 2638 E. Vernon Avenue.

Additionally, to perform the cleanup following LA County and Regional Water Quality Control guidelines, a secondary contractor, Ocean Blue Environmental Services, Inc. (Ocean Blue) was called out to provide a secondary vacuum truck during the cleanup emergency. The emergency work included a CCTV camera to locate areas with heavy grease, jet cleaning the sewer system, and vacuum the streets affected by the spill. To prevent further sewage spills, possible environmental damage, and potential fines, this work removed all existing grease on the sewer system at Vernon Avenue, took approximately two months and had a combined cost of $229,199.01.

Illicit Discharge - Emergency Environmental Cleaning Services On January 20, 2022, the Department of Health and Environmental Control (DHEC) responded to an illicit discharge incident at 4305 Alcoa Ave. A traffic collision involving a sedan and a power pole resulted in the release of approximately 44 gallons of transformer fluid and 10 gallons of mixed automotive fluid onto Alcoa Ave. Approximately 10 gallons of hazardous materials entered the storm drain system. Illicit discharges pose an immediate and unforeseen risk to health, life, and the environment. The DHEC contacted Ocean Blue to provide emergency environmental cleaning services. The contractor promptly completed the cleanup of the spill on Alcoa Ave. and flushed the impacted storm drains to the satisfaction of the DHEC. Equipment and labor charges for this work totaled $7,569 which included a pressure wash of affected curbs, sidewalks, catch basins, storm drain mitigation, and waste disposal.

On January 21, 2022, the DHEC responded to an illicit discharge incident at 4317 Downey Road. Approximately 5 gallons of hazardous liquid resin mixture entered the storm drain system. The DHEC contacted Ocean Blue to provide emergency environmental cleaning services to ensure pollutants like heavy metals, toxics, oil and grease, solvents, and bacteria did not travel through to the Los Angeles River and contaminate local waterways. Ocean Blue promptly completed the cleanup of the spill on Downey Road. and flushed the impacted storm drains to the satisfaction of the DHEC. A total of $4,557.54 was expended for the labor and equipment needed to clean affected curbs, gutters, and storm drain boxes thoroughly, and dispose of discharge.

As noted above, the procurement of these services can be approved as an emergency and exempt from the competitive selection process as hazardous materials discharges pose an immediate and unforeseen risk to health, life and the environment. Given these circumstances, the City Administrator approved the emergency work and is providing a written report to City Council as required by the VMC.

The Public Works Department and Health and Environmental Control Departments (respectively) are currently working on a competitive process to select qualified contractors that could be engaged to perform any future emergency repair services for the City's sewer systems and address, on an as-needed basis, environmental cleanup of any illicit discharge as necessary.

Fiscal Impact:

The total fiscal impact of the emergency work authorized for the sewer spill and necessary sewer main repair was a combined total of $229,199.01. A total of $100,000 was included in the Public Works budget Account No. 011.1043.590000 for fiscal year 2021-22 for emergency sewer repairs. The Public Works Department will request a budget adjustment for the remaining $119,199.01.

The total fiscal impact of the emergency work authorized for the illicit discharge incidents was a combined total of $12,126.54. Sufficient funds are available in Health Department budget Account No. 011.1060.595200.

Attachments:

None.

City Council Agenda Item Report
Submitted by: Veronica Petrosyan
Submitting Department: Health and Environmental Control Department Meeting Date: May 17, 2022

SUBJECT
Purchase Contract with Ocean Blue Environmental Services, Inc. (Ocean Blue) for As-Needed Environmental Clean-Up Services
Recommendation:

A. Find that the proposed action is exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15308, because the action is being carried out by a regulatory agency to maintain, restore, or enhance the environment, where the regulatory process includes procedures to protect the environment; and
B. Authorize the issuance of a Purchase Contract with Ocean Blue for an amount not-toexceed $50,000 for as-needed environmental emergency clean-up services.

Background:

The Department of Health and Environmental Control (DHEC) is responsible for investigating and responding to both emergency and non-emergency pollution incidents, which include discharges, accidental spills or releases, as well as abandoned/dumped materials within the City’s jurisdiction. Due to the potential hazards that these occurrences pose to public health and/or the environment, the DHEC staff must respond accordingly on a 24 hours a day 365 days a year basis whenever there is an impact or threatened impact to areas within the City jurisdiction. Typically, these types of incidents require the responsible business/entity to provide necessary clean-up services which are overseen by DHEC. When a responsible party is unable to secure the services of an environmental cleanup company in a timely manner, the DHEC contracts a vendor to carry out the necessary emergency work and pursues cost recovery from the responsible party involved. Because of the critical nature of such incidents, a third party team that is certified to perform specialized clean-ups is often required.

The DHEC is in the process of preparing a Request for Proposal (RFP) to secure a qualified firm that will be able to meet the environmental clean-up needs of the City. The DHEC anticipates that its competitive selection process will be concluded by the start of the new fiscal year; however, until that time, the Department does not have a contract in place to leverage clean-up services when emergencies arise. As such, the DHEC is requesting Council approval to establish a purchase contract with Ocean Blue in an amount not-to-exceed $50,000 to provide environmental clean-up services on an as-needed basis until the RFP is finalized and a contract is awarded. Pursuant to Vernon Municipal Code (VMC) Section

3.32.030(B), City Council approval of a purchase contract with Ocean Blue is required, as the City has authorized payments in excess of $100,000 to the vendor over the last 12 months.

In accordance with VMC Section 3.32.100(D) informal selection requirements, Ocean Blue was determined to be most suitable for this purchase contract award after the DHEC contacted 17 vendors and received five rate sheets from responsive vendors. Although pricing for other vendors was comparable in some areas and there is no way to foresee the types of equipment or labor that may be needed in a given emergency, the overall combination of labor, equipment, and personal protective equipment (PPE) with Ocean Blue was generally lower in cost. Moreover, some of the vendors that offered rate sheets do not perform the full breadth of work that may be necessary for a thorough DHEC response. Service offerings were more limited than those offered by Ocean Blue. Because of the urgent need to address matters of public health during an emergency incident in an industrial setting, it is important that the department have access to a vendor that is able to respond effectively to a wide range of events with certified staff and expertise, and appropriate equipment, as timing of clean-up is crucial. The DHEC has worked with Ocean Blue in the past as well and the company has proven to be a responsible and reliable resource for the Department and City. The vendor's scope of service, response time, and completion of tasks has exceeded what the department has experienced with other companies that provide similar services.

In order to ensure that the DHEC is adequately equipped with resources to coordinate an immediate response during an emergency that may pose a risk to health, life, and the environment in the City, it is recommended that City Council authorize the issuance of a purchase contract with Ocean Blue.

Fiscal Impact:

Sufficient funds for as-needed environmental emergency clean-up services are available in the General Fund, Health Department Account No. 011.1060.595200.

Attachments:

None.

City Council Agenda Item Report
Submitted by: Yonnie Parker
Submitting Department: City Clerk
Meeting Date: May 17, 2022

SUBJECT
City Council Appointments to Outside Agencies
Recommendation:

Affirm or modify appointments of representatives and/or alternates to various outside agencies.

Background:

With the April 12, 2022 General Municipal Election and City Council reorganization on April 19, 2022, the Council has the opportunity to review appointments to outside agencies (Attachment 1). Appointees serve as voting members and some positions receive a stipend.

Following are the current appointments and those that have expressed interest in continuing to serve or being appointed to a new agency:

Board/Agency
Delegate
Alternate
Expressed Interest
California Contract Cities
Association
Davis
Ybarra
Davis no longer wishes to
serve.

Ybarra interested in serving as
representative.

Lopez interested in serving as
alternate.

Central Basin Water
Association
Merlo
Davis
VPU Rep
Merlo interested in continuing
as representative.

Davis interested in continuing
as alternate.

City Selection Committee
(Mayor)
Mayor
Council
Not applicable - automatically
Mayor as representative and
Council as alternates.

County Sanitation District 1
(Mayor)
Mayor
Davis
Davis interested in serving as
alternate.

County Sanitation District 2
(Mayor)
Mayor
Davis
Davis interested in serving as
alternate.

County Sanitation District 23 Entire Council Not Applicable - automatically entire Council.

Gateway Cities Council of
Governments
Davis
Ybarra
Davis no longer wishes to
serve.

Ybarra interested in serving as
representative.

Lopez interested in serving as
alternate.

Greater Los Angeles County
Vector Control District
Lopez
Term through January 5, 2023
Not applicable. Will be brought
back to Council in December
2022.

Independent Cities
Association
Davis
Larios
Davis interested in serving as
alternate.

Larios interested in continuing
as alternate.

Independent Cities Finance
Authority
Lopez
Merlo
Lopez interested in continuing
as representative.

Merlo interested in continuing
as alternate.

Southern California
Association of Governments
Appointment made prior to
Annual Conference in April or
May
Not applicable. Will be brought
back to Council in March or
April 2023.

Southeast Community
Development Corporation
Ybarra
Not applicable. Not a City
appointment.

Southeast Water Coalition
Ybarra
Lopez
Ybarra interested in continuing
as representative.

Lopez interested in continuing
as alternate.

Vernon Solid Waste Hearing
Panel
Ybarra
Lopez
Merlo
Ybarra interested in continuing
to serve.

Lopez interested in continuing
to serve.

Merlo interested in continuing
to serve.

California Contract Cities Association (CCCA) meets the 3rd Wednesday monthly. The Association develops and fosters public and private partnerships between member cities and the business community to provide mutually beneficial resources and services; create revenue opportunities, long term relationships and a forum to better serve the goals and priorities of the CCCA and its Associate Members. Council Member Davis is the current representative and Council Member Ybarra serves as the alternate.

Central Basin Water Association (CBWA) meets quarterly upon notice. The Association is composed of water rights holders in the West Coast Basin, including municipalities and private owners. This Association provides a forum to discuss current water rights issues and policies.

Representatives receive a stipend and appointment requires filing of a Statement of Economic Interest, Form 700. Council Member Merlo is the current representative and Council Member Davis serves as the alternate. The General Manager of Vernon Public Utilities; or designee, also serves as alternate.

City Selection Committee meets as needed. The representative is the Mayor. Duties of members are to appoint City representatives to such Boards, Commissions and Agencies (i.e.

LAFCO, South Coast Air Quality Management District, LA County Metropolitan Transportation Authority, LA County Hazardous Waste Management Advisory Committee; and to nominate for appointment Members to the California Coastal Commission). Mayor Lopez is the current representative and all Council Members serve as alternates.

Los Angeles County Sanitation Districts have a mission to protect public health and the environment through innovative and cost-effective wastewater and solid waste management, and in doing so convert waste into resources such as recycled water, energy, and recycled materials. Vernon representatives serve on Districts 1, 2, and 23. Representatives receive a stipend and appointment requires the filing of a Statement of Economic Interest, Form 700.

County Sanitation District 1 meets the 2nd Wednesday monthly. The Mayor serves as the representative and Council Member Davis serves as the alternate.

County Sanitation District 2 meets the 2nd and 4th Wednesday monthly. The Mayor serves as the representative and Council Member Davis serves as the alternate.

County Sanitation District 23 meets the 2nd Wednesday monthly. All Council Members serve as representatives.

Gateway Cities Council of Governments meets the 1st Wednesday monthly for the purpose of improving the quality of life for residents of Southeast Los Angeles County. Targeted initiatives include transportation planning, affordable housing, improving air quality, economic development and other community-enhancing activities. Representatives receive a stipend and appointment requires filing of a Statement of Economic Interest, Form 700. Council Member Davis is the current representative and Council Member Ybarra serves as the alternate.

Greater Los Angeles County Vector Control District Board of Trustees meets the 2nd Thursday monthly. Its mission is to reduce populations of public health vectors below nuisance levels, prevent human infection associated with mosquito-transmitted diseases, and prevent the loss of property values and commercial enterprise as the result of vector occurrence and activity. The representative receives a stipend and appointment requires the filing of a Statement of Economic Interest, Form 700. Pursuant to California Health and Safety Code Section 2024, representatives are appointed in effective the first Monday in January for two or four -year terms. The District does not recognize the appointment of alternate representatives.

Council Member Lopez is the current representative serving a 2-year term expiring January 5, 2023. This appointment will be brought back in December 2022.

Independent Cities Association (ICA) meets the 2nd Thursday monthly, focusing on education, legislative advocacy, intergovernmental relationships, and other major issues that transcend the boundaries of its member cities. ICA holds two annual seminars bringing together city council members, other city officials and business partners for the purpose of being better informed and to share relevant experiences. Council Member Davis is the current representative and Council Member Larios serves as the alternate.

Independent Cities Finance Authority conducts its annual meeting the 1st Wednesday in June and conducts special meetings as necessary. The Joint Powers Agreement created the Independent Cities Finance Authority permitting two or more public agencies to join together for the purpose of assisting public agencies to finance the acquisition, construction, installation, and/or equipping of public capital improvements and to encourage and promote other joint and cooperative endeavors among such public agencies for their mutual benefit.

Representatives receive a stipend and appointment requires the filing of a Statement of Economic Interest, Form 700. Mayor Lopez is the current representative and Council Member Merlo serves as the alternate.

Southern California Association of Governments (SCAG) appointment will be brought back prior to the April/May Annual General Assembly meeting. SCAG is the nation's largest metropolitan planning organization, undertaking a variety of planning and policy initiatives to encourage a more sustainable Southern California now and in the future. This appointment requires the filing of a Statement of Economic Interest, Form 700 following the annual meeting.

Southeast Community Development Corporation (SCDC) is not a City appointment and is only listed to show comprehensive outside agency appointments. The mission of SCDC is to promote community health, education, and safety, provide economic development, and to improve the standard of living for residents of southeast Los Angeles County. Council Member Ybarra serves on the Corporation.

Southeast Water Coalition (SEWC) meets the 1st Thursday of even numbered months. The Coalition was formed to improve and protect the quantity and quality of the regional water supply. SEWC's mission is to prevent the contamination of the Central Groundwater Basin from migrating contaminated groundwater and to encourage good governance of water policies to ensure the availability of reliable, quality, and affordable water. The Board of Directors consists of one representative (normally a Councilmember) from each member city.

Representatives receive a stipend and appointment requires the filing of a Statement of Economic Interest, Form 700. Council Member Ybarra is the current representative and Mayor Lopez serves as the alternate.

Vernon Solid Waste Hearing Panel meets as needed. Pursuant to Public Resources Code Section 44308, three Council Members may be appointed. The Vernon Health and Environmental Control Department serves as the Local Enforcement Agency for Solid Waste Facilities in the City of Vernon. The hearing panel is available to convene and provide resolution to solid waste related issues and conflicts that may arise from within the Local Enforcement Agency’s purview. Mayor Lopez and Council Members Merlo and Ybarra are the current representatives.

The City Clerk Department will notify the outside agencies of the appointments and assist the Council with its filing obligations. Additionally, pursuant to Fair Political Practices Commission (FPPC) Regulation 18702.5, FPPC Form 806 will be properly posted.

Fiscal Impact:

There is no fiscal impact associated with this report.

Attachments:

1. Outside Agency Appointments

COUNCIL OUTSIDE AGENCY APPOINTMENTS
Outside Agency Appointments Page 1 of 3
Board/Agency Delegate
Alternate
Appointment
Date
Meetings Stipend/
Filings
California Contract Cities
Association
Davis
Ybarra
5/19/20
5/19/20
3rd Wednesday monthly, 6 p.m. (dark Jan., July and Sept.) None Central Basin Water Association Merlo
Davis
VPU Rep
7/20/21
5/19/20
Quarterly, will provide notice of meetings Form 700
City Selection Committee (Mayor) Lopez
Council
4/19/22 Meets as needed None
County Sanitation District #1
(Mayor)
Lopez
Davis
4/19/22
5/19/20
2nd Wednesday monthly, 1:30 p.m. $125
Form 700
County Sanitation District #2
(Mayor)
Lopez
Davis
4/19/22
5/19/20
2nd & 4th Wednesday monthly, 1:30 p.m. $125
Form 700
County Sanitation District #23 Entire
Council
Upon Council
Appointment
2nd Wednesday monthly, 1:30 p.m. $125
Form 700
Gateway Cities Council of
Governments
Davis
Ybarra
5/19/20
5/19/20
1st Wednesday monthly, 6:00 p.m. $125
Form 700
Greater Los Angeles County Vector
Control District
Health and Safety Code Section 2024
Lopez 8/17/21 to
1/5/23
2nd Thursday of each month, 7 p.m. $100
Form 700
Independent Cities Association Davis
Larios
5/19/20
7/20/21
2nd Thursday monthly, 7:00 pm None
Independent Cities Finance
Authority
Lopez
Merlo
5/19/20
7/20/21
Annual meeting 1st Wednesday in June, 12 p.m. and special meetings as necessary
$150
Form 700
Southern California Association of
Governments
N/A Prior to
annual
meeting
Appointment should be made prior to Annual General Assembly meeting in April or May
Form 700
Following
annual
conference
Southeast Community Development
Corporation
Ybarra N/A This is not a City appointment but listed to show comprehensive outside agency appointments.

None
Southeast Water Coalition Ybarra
Lopez
5/19/20
5/19/20
1st Thursday of even months, 6:30 p.m. $150
Form 700
Vernon Solid Waste Hearing Panel –
Up to 3 Councilmembers
Public Resources Code Section 44308
Ybarra
Lopez
Merlo
5/15/18
5/19/20
7/20/21
Meet as needed. None

COUNCIL OUTSIDE AGENCY APPOINTMENTS
Outside Agency Appointments Page 2 of 3
California Contract Cities Association
To develop and foster public and private partnerships between member cities and the business community in order to provide mutually beneficial resources and services that educate and inform; to create revenue opportunities, long term relationships and a forum to better serve the goals and priorities of the CCCA and its Associate Members.

Central Basin Water Association
Composed of water rights holders in the West Coast Basin. CBWA membership includes municipalities and private owners. This Association provides a forum to members to discuss current water rights issues and policies.

City Selection Committee (Mayor)
Each city appoints an elected official (usually the Mayor) as a delegate. Their duties are to appoint City representatives to such Boards, Commissions and Agencies (i.e. LAFCO, South Coast Air Quality Management District, Los Angeles County Metropolitan Transportation Authority, Los Angeles County Hazardous Waste Management Advisory Committee; and to nominate for appointment Members to the California Coastal Commission).

Los Angeles County Sanitation Districts
Its mission is to protect public health and the environment through innovative and cost-effective wastewater and solid waste management, and in doing so convert waste into resources such as recycled water, energy, and recycled materials. Pursuant to Health and Safety Code, Section 4730, the presiding officer of the City is the designated member of the Board of Directors for this District and requires the selection of an alternate.

District #1 (Mayor) – Bell, Compton, Cudahy, Huntington Park, Long Beach, Los Angeles, Lynwood, Maywood, Paramount, South Gate, Vernon, Los Angeles County
District #2 (Mayor) – Alhambra, Artesia, Bell, Bellflower, Bell Gardens, Cerritos, Compton, Downey, Long Beach, Los Angeles, Montebello, Monterey Park, Norwalk, Paramount, Pico Rivera, San Gabriel, South Gate, Vernon, Whittier, Los Angeles County District #23 – Vernon
Gateway Cities Council of Governments
For the purpose of engaging in regional and cooperative planning and coordination of government services and responsibilities to assist its members in the conduct of their affairs for the collective benefit of cities in the Southeast Los Angeles County area.

Greater Los Angeles County Vector Control District
The Greater Los Angeles County Vector Control District provides property inspections on a case-by-case basis to help identify the source of mosquito problems. Membership includes 37 members (36 city representatives and one LA County representative).

Independent Cities Association
Focuses on education, legislative advocacy, intergovernmental relationships and other major issues that transcend the boundaries of its member cities.

ICA holds two annual seminars bringing together city council members, other city officials and business partners for the purpose of being better informed and to share relevant experiences. The Winter Seminar addresses public safety and the Summer Seminar focuses on contemporary issues Independent Cities Finance Authority
Joint Powers Agreement with several cities for the purpose of providing low-cost sources of financing for the acquisition, construction, installation, and/or equipping of public capital improvements.

Southern California Association of Governments
Nation's largest metropolitan planning organization, undertakes a variety of planning and policy initiatives to encourage a more sustainable Southern California now and in the future.

COUNCIL OUTSIDE AGENCY APPOINTMENTS
Outside Agency Appointments Page 3 of 3
Southeast Community Development Corporation
Appointments to SCDC are made by the Corporation. Promote community health, education, and safety, provide economic development, and to improve the standard of living for residents of southeast Los Angeles County.

Southeast Water Coalition
Formed to improve and protect the quantity and quality of the regional water supply. SEWC's mission is to prevent the contamination of the Central Groundwater Basin from migrating contaminated groundwater and to encourage good governance of water policies to ensure the availability of reliable, quality, and affordable water. SEWC's water purveyors service a population of 670,000 in a service area of 93+ square miles. The Board of Directors consists of one representative (normally a Councilmember) from each member city. The Administrative Entity acts as a steering committee consisting of one Public Works type staff member from each member city plus three non-voting (advisory) members from the Central Basin Watermaster, Golden State Water Company, and California Water Service (two private utilities serving several member cities).

Vernon Solid Waste Hearing Panel
The Vernon Health and Environmental Control Department serves as the Local Enforcement Agency for Solid Waste Facilities in the City of Vernon.

The hearing panel is available to convene and provide resolution to solid waste related issues that may arise from within the local enforcement agency’s purview. Pursuant to Section 44308 of the Public Resources Code, the City Council may appoint three of its members to serve.

City Council Agenda Item Report
Submitted by: Angela Melgar
Submitting Department: Finance/Treasury
Meeting Date: May 17, 2022

SUBJECT
Declaration of Surplus Land
Recommendation:

A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because the designation of the property as surplus does not have the potential for creating a significant effect on the environment and is therefore exempt from further review it is not a “project” as defined by the CEQA Guidelines Section 15378. Adoption of the Resolutions does not have the potential for resulting in either a direct physical change in the environment of a reasonably foreseeable indirect physical change in the environment. If and when either property is sold to a purchaser and the purchaser proposes a use for the property that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA;
B. Adopt Resolution No. 2022-13 declaring pursuant to Government Code Section 54221 that real property owned by the City of Vernon located in an unincorporated area of Kern County, is surplus land and not necessary for the City's use, finding that such declaration is exempt from environmental review under the California Environmental Quality Act, and taking related actions; and
C. Adopt Resolution No. 2022-14 declaring pursuant to Government Code Section 54221 that real property owned by the City of Vernon located at 2221 East 55th Street, Vernon, California, identified as assessor's parcel number 6308-016-900, is surplus land and not necessary for the City's use, finding that such declaration is exempt from environmental review under the California Environmental Quality Act, and taking related actions.

Background:

The Surplus Land Act is state law (Government Code section 54220, et seq.) (SLA), which requires that before a local agency takes any action to dispose of (sell or lease) real property, it must declare the property to be either “surplus land” or “exempt surplus land”. Unless the surplus land is exempt, the agency must give written notice of its availability to any local public entity within whose jurisdiction the property is located, as well as housing sponsors that have notified the California Department of Housing and Community Development (HCD) of their interest in surplus property.

The legislative intent of the SLA is to address the housing crisis in the State by essentially granting affordable housing developers a "right of first refusal" on any land disposed of by a local agency. The SLA created a series of procedures local agencies must follow prior to disposition of real property no longer necessary for the agency's use. The HCD has oversight authority to enforce compliance with the SLA and has issued the guidelines below:

Once the City determines if property is not necessary for the agency's use, City Council declares parcel either "surplus" or "exempt surplus" via resolution.

City sends a Notice of Availability (NOA) to the parties designated in the SLA, including HCD. Any interested entity or association has 60 days after the NOA is transmitted to notify the City in writing.

All responses to the NOA must be date and time stamped by the City as they are received.

If no notice of interest (NOI) is received, the City may proceed to dispose of the parcel, but must record a deed restriction requiring 15% of any residential units of a development of 10 or more units be affordable for period of 55 years for rental units and 45 years for ownership units. A copy of the recorded deed restriction must be provided to HCD.

If such Notice of Interest is received and complies with the SLA, the City must enter into "good faith" negotiations to determine a mutually satisfactory sales price and terms. If the price or terms cannot be agreed upon after a good faith negotiation period of not less than 90 days, the City may dispose of the land however it wishes, subject to final approval of the City's process by HCD and must record the same deed restriction, described above.

After the City has sent a NOA and concluded attempts to negotiate in good faith with any interested party, and is about to enter into an agreement with an entity, the City must provide a report to HCD, describing its NOA and negotiation process.

HCD then has 30 days to notify the City whether it has violated the SLA. The City would in turn have 60 days to correct the violation or submit findings as to why the law was not violated. Otherwise, if the City is not notified of a violation by HCD within 30 days, the City received "safe harbor" and is not subject to the SLA's penalty provisions, which the HCD can impose for noncompliance.

If an agency fails to provide the proper notices, the SLA includes significant penalties. For a first violation of the SLA, HCD can require that 30% if the sales price be deposited into a local housing trust and 50% for subsequent violations.

The SLA’s definition of “exempt surplus property” includes: property that is less than 5000 square feet; property that is transferred to another local, state or federal agency for that agency’s use; property exchanged for another property for that agency’s use; property put out to competitive bid for 100% affordable housing units or for 300 (or more) housing units, at least 25% of which must be affordable to lower income households; property that is subject to a valid legal restriction not imposed by the local agency that would prohibit housing (nonresidential zoning is not a valid legal restriction); property that is too small for residential use; or is a former street or easement that is conveyed to an adjacent property owner; and property that is licensed or leased for one year or less.

City staff has concluded that the proposed surplus properties do not qualify as exempt under the SLA.

Proposed Surplus Properties
The City of Vernon is the owner in fee simple of real property located in the unincorporated area of Kern County northeast of Tehachapi and west of State Route 14. In 2008, the City purchased 29,722.44 acres of land in Kern County, California (Kern County Property) in an area known as the Tehachapi Wind Resources Area, with the intent of developing renewable energy power facilities to enhance the City’s municipal electric utility operated by its Light and Power Department. In 2010, the City sold a 12,420 acre portion of the Wind Land. The remaining Kern County Property is approximately 16,409.70 acres in size, is vacant, undeveloped land, and is not currently being used by the City. The City has determined that the development of renewable energy power facilities on the Kern County Property by the City is no longer feasible.

The City is also the owner in fee simple of real property located in the City of Vernon, County of Los Angeles, State of California, with a street address of 2221 East 55th Street and commonly referenced by the Assessor’s Parcel Number 6308-016-900 (55th Street Property).

The City acquired the 55th Street Property in 1957 and it has most recently been used by the City and its contractors as a construction staging area, including soil and pavement stockpiling, and for maintaining large refuse containers for the collection and disposal of bulky items removed from City streets. The City has determined that other City-owned property is more appropriate for the purposes described above and that the 55th Street Property is no longer needed for such uses. The 55th Street Property is approximately 2.77 acres in size, and is vacant, undeveloped land.

The City desires to declare that the properties described above are surplus land and not necessary for the City’s use. Any proposed Purchase and Sale Agreements related to these properties in the future will be subject to City Council approval.

Fiscal Impact:

There is no fiscal impact associated with this report.

Attachments:

1. Resolution No. 2022-13

2. Resolution No. 2022-14
RESOLUTION NO. 2022-13

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
DECLARING, PURSUANT TO GOVERNMENT CODE SECTION 54221,

THAT REAL PROPERTY OWNED BY THE CITY OF VERNON LOCATED

IN AN UNINCORPORATED AREA OF KERN COUNTY, IS SURPLUS
LAND AND NOT NECESSARY FOR THE CITY’S USE, FINDING THAT

SUCH DECLARATION IS EXEMPT FROM ENVIRONMENTAL REVIEW

UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND

TAKING RELATED ACTIONS
SECTION 1. Recitals.

A. The City of Vernon (City) is the owner in fee simple of that certain real property located in the unincorporated area of Kern County northeast of Tehachapi and west of State Route 14 and commonly referenced by the Assessor’s Parcel Numbers set forth on Exhibit A, attached hereto and incorporated herein by this reference (the “Property”).

B. Under the Surplus Land Act, Government Code Section 54220 et seq. (Act), surplus land is land owned in fee simple by the City for which the City Council takes formal action in a regular public meeting declaring the land is surplus and not necessary for the City’s use. The land must be declared either surplus land or exempt surplus land.

C. Under the Act, land is necessary for the City’s use if the land is being used, or is planned to be used pursuant to a written plan adopted by the City Council, for City work or operations.

D. The City acquired the Property with the intent of developing renewable energy power facilities to enhance the City’s municipal electric utility operated by its Light and Power Department.

E. The City has determined that the development of renewable energy power facilities on the Property by the City is no longer feasible.

F. The Property is approximately 16,409.70 acres in size, is vacant, undeveloped land, and is not currently being used by the City.

G. The City Council desires to declare that the Property is surplus land and not necessary for the City’s use.

H. The Act requires that before the City Council disposes of the Property or engages in negotiations to dispose of the Property, the City shall send a written notice of availability (Notice of Availability) of the Property to certain entities designated as recipients of the Notice of Availability (Designated Entities).

I. The staff report presented to the City Council together with this Resolution contains Resolution No. 2022-13

_______________________
the factual background and supporting information upon which the declaration and findings set forth herein are based.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.

SECTION 3. The City Council finds that the Property is not necessary for the City’s use.

SECTION 4. The City Council hereby declares that the Property is surplus land pursuant to Government Code Section 54221(b)(1) and will be disposed of with the primary purpose of maximizing sale proceeds for the benefit of the City. It is the intent of the City Council that the Property will not be sold for less than fair market value.

SECTION 5. The City Council directs the City Administrator, or his designee, to issue a Notice of Availability to the Designated Entities in accordance with the Act.

SECTION 6. This Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (CEQA). City staff have determined that the designation of the Property as surplus does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378.

Adoption of the Resolution does not have the potential for resulting in either a direct physical change in the environment of a reasonably foreseeable indirect physical change in the environment. If and when the Property is sold to a purchaser and the purchaser proposes a use for the Property that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA.

SECTION 7. The City Clerk of the City of Vernon is directed to file a Notice of Exemption pursuant to CEQA Guidelines Section 15062.

SECTION 8. The officers and staff of the City are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and confirmed. Such actions include negotiating in good faith in accordance with the requirements of the Act with any of the Designated Entities that submit a written notice of interest to purchase the Property in compliance with the Act. / / /
Resolution No. 2022-13

_______________________
SECTION 9. The City Clerk shall certify to the passage and adoption of this resolution.

APPROVED AND ADOPTED this 17th day of May, 2022.
________________________
LETICIA LOPEZ, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA,
Interim City Attorney
Resolution No. 2022-13

_______________________

EXHIBIT A
ASSESSOR’S PARCEL NUMBERS OF THE PROPERTY AND LEGAL DESCRIPTION Parcel 1: (APN: 153-120-10-01-8 & 11-01-1)
The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 2: (APN: 181-190-14-01-6)
The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 3: (APN: 181-190-15-01-9)
The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 4: (APN: 181-190-16-00-3)
Fractional Section 36, Township 30 South, Range 36 ½ East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records.

Parcel 5: (APN: 442-010-07-00-6)
Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Resolution No. 2022-13

_______________________
Except an undivided ½ interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records.

Parcel 6: (APN: 442-010-04-00-7)
Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 7: (APN: 442-010-02-00-1)
The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Except an undivided ½ interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records.

Parcel 8: (APN: 442-030-05-00-6)
Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 9: (APN: 442-030-03-00-0)
Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records.

Parcel 10: (APN: 443-010-02-00-8)
Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Resolution No. 2022-13

_______________________
Parcel 11: (APN: 444-020-16-00-9)
Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 12: (APN: 444-020-14-00-3)
The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through its authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records.

Parcel 13: (APN: 444-020-03-00-1)
Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 14: (APN: 444-020-09-00-9)
The West half of the Northeast quarter, the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 15: (APN: 444-040-02-00-4)
Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 16: (APN: 444-040-11-00-0)
The West half of the Northeast quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Resolution No. 2022-13

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Parcel 17: (APN: 444-070-01-00-0 & 02-00-3)
Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 18: (APN: 444-080-05-00-5)
The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 19: (APN: 444-080-06-00-8)
The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 20: (APN: 444-080-11-00-2)
The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 21: (APN: 444-080-09-00-7)
Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 22: (APN: 444-090-01-00-6)
Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 23: (APN: 444-100-04-00-7)
The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Resolution No. 2022-13

_______________________
Parcel 24: (APN: 444-100-02-00-1)
Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 25: (APN 444-100-07-00-6)
Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 26: (APN: 444-090-07-00-4)
Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 27: (APN: 444-110-03-00-7)
Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds.

Parcel 28: (APN: 444-110-08-00-2)
Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 29: (APN: 444-110-06-00-6)
The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Resolution No. 2022-13

_______________________
Parcel 30: (APN: 443-030-16-00-5)
Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof
Parcel 31: (APN: 444-040-18-00-1 & 19-00-4)
Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 32: (APN: 444-060-03-00-3)
Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 33: (APN: 444-120-06-00-9)
The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

Parcel 34: (APN: 444-120-02-00-7)
Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.

RESOLUTION NO. 2022-14

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
DECLARING, PURSUANT TO GOVERNMENT CODE SECTION 54221,

THAT REAL PROPERTY OWNED BY THE CITY OF VERNON LOCATED
AT 2221 EAST 55TH STREET, VERNON, CALIFORNIA, IDENTIFIED AS ASSESSOR’S PARCEL NO. 6308-016-900, IS SURPLUS LAND AND NOT NECESSARY FOR THE CITY’S USE, FINDING THAT SUCH

DECLARATION IS EXEMPT FROM ENVIRONMENTAL REVIEW UNDER

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND TAKING

RELATED ACTIONS
SECTION 1. Recitals.

A. The City of Vernon (City) is the owner in fee simple of that certain real property located in the City of Vernon, County of Los Angeles, State of California, with a street address of 2221 East 55th Street and commonly referenced by the Assessor’s Parcel No. 6308-016-900, and described with greater particularity in Exhibit A-1, attached hereto and incorporated herein by this reference (the “Property”).

B. Under the Surplus Land Act, Government Code Section 54220 et seq. (“Act”), surplus land is land owned in fee simple by the City for which the City Council takes formal action in a regular public meeting declaring the land is surplus and not necessary for the City’s use. The land must be declared either surplus land or exempt surplus land.

C. Under the Act, land is necessary for the City’s use if the land is being used or is planned to be used pursuant to a written plan adopted by the City Council, for City work or operations.

D. The City acquired the Property in 1957 and it has most recently been used by the City and its contractors as a construction staging area, including soil and pavement stockpiling, and for maintaining large refuse containers for the collection and disposal of bulky items removed from City streets.

E. The City has determined that other City-owned property is more appropriate for the purposes described above and that the Property is no longer needed for such uses.

F. The Property is approximately 2.77 acres in size, and is vacant, undeveloped land.

G. The City Council desires to declare that the Property is surplus land and not necessary for the City’s use.

H. The Act requires that before the City Council disposes of the Property or engages in negotiations to dispose of the Property, the City shall send a written notice of availability Resolution No. 2022-14

_______________________
(Notice of Availability) of the Property to certain entities designated as recipients of the Notice of Availability (Designated Entities).

I. The staff report presented to the City Council together with this Resolution contains the factual background and supporting information upon which the declaration and findings set forth herein are based.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.

SECTION 3. The City Council hereby finds that the Property is not necessary for the City’s use because the construction staging, stockpiling, and bulky refuse item collection uses and activities at the Property are being transitioned to other City-owned property.

SECTION 4. The City Council hereby declares that the Property is surplus land pursuant to Government Code Section 54221(b)(1).

SECTION 5. The City Council hereby directs the City Administrator, or his designee, to issue a Notice of Availability to the Designated Entities in accordance with the Act.

SECTION 6. This Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (CEQA). City staff have determined that the designation of the Property as surplus does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378.

Adoption of the Resolution does not have the potential for resulting in either a direct physical change in the environment of a reasonably foreseeable indirect physical change in the environment. If and when the Property is sold to a purchaser and the purchaser proposes a use for the Property that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA.

SECTION 7. The City Clerk of the City of Vernon is hereby directed to file a Notice of Exemption pursuant to CEQA Guidelines Section 15062.

SECTION 8. The officers and staff of the City are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified Resolution No. 2022-14

_______________________
and confirmed. Such actions include negotiating in good faith in accordance with the requirements of the Act with any of the Designated Entities that submit a written notice of interest to purchase the Property in compliance with the Act.

SECTION 9. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED this 17th day of May, 2022.
____________________
LETICIA LOPEZ, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA,
Interim City Attorney
Resolution No. 2022-14

_______________________
EXHIBIT A-1

LEGAL DESCRIPTION
Legal Description: Martha Tract ex of St. Lots 13, 14, and 15 APN: 6308-016-900
Lot Area: 120,804.00 SQ FT (2.77 acres)
City Council Agenda Item Report
Submitted by: Jessica Balandran
Submitting Department: Public Utilities
Meeting Date: May 17, 2022

SUBJECT
Professional Services Agreement with Bell Burnett & Associates (BB&A) for Specialized Advisory Services
Recommendation:

A. Find that the proposed Services Agreement with BB&A is exempt from competitive selection pursuant to Vernon Municipal Code (VMC) Section 3.32.110 as the best interests of the City are served by a direct award of the contract without a competitive selection process; and
B. Approve and authorize the City Administrator to execute a Professional Services Agreement with BB&A, in substantially the same form as submitted, to provide specialized advisory services in connection with the development and implementation of the first modernized data center located within the City, in an amount not to exceed $315,000, for a term of nine (9) months.

Background:

The City is currently working toward attracting clean commerce and businesses that are aligned with the objectives of the Project West Side Specific Plan. Due to a number of reasons, including that data center facilities have a limited impact on carbon emissions and consume a significant amount of electricity for their operations, staff has identified data centers as highly desirable businesses to locate within the City. To that end, Vernon Public Utilities (VPU) has engaged in discussions with various data center operators regarding their interest in locating in the City. One such operator, is in the process of purchasing property within the City and developing their facility, which would be the first data center within Vernon. In light of anticipated system modifications and/or infrastructure to provide the data center’s required electric service capacity, and to address potential local sales, use, and property tax provisions, the City would need to enter into a development agreement with this prospective data center developer.

In connection with the aforementioned effort, VPU requires specialized advisory services to provide strategic advice and assistance in negotiating, structuring and executing a potential development agreement specifically customized for a modernized data center (the Project) as well as developing an economic development program specifically for future data center projects. Taking a thoughtful and thorough approach and securing expert assistance in developing a model that contemplates the necessary business and policy parameters to balance the potential economic returns with the all-in cost of the Project is important not only for the Project, but also the long-term fiscal health of the City. Concurrent with the proposed agreement with BB&A, staff is also seeking approval of a separate Attorney Services Agreement for specialty counsel to assist in analyzing and drafting of associated transactional documents for this Project.

BB&A is a management and strategic consulting firm serving the utility industry. They offer independent development, assessment and execution of strategic plans and initiatives in the private and public sectors. BB&A’s team is composed of long-term industry veterans with over seventy years of experience working at the highest levels in the utility, banking and consulting industries. BB&A’s principals have significant experience in the development and delivery of large-scale, complex capital projects utilizing a variety of financial strategies, including alternative and strategy analysis, cashflow modeling and management, balance sheet strategy, rate design, credit strategy and negotiation, contract and document negotiation and project financing and delivery. The City utilized the services of BB&A to assist with the repurchase of the Malburg Generating Station (MGS).

Scope of Services & Fee Structure
BB&A would assist the City with the development and execution of an aggregate implementation plan for the Project, including the identification of meaningful considerations and risks. BB&A’s services would fall into the following three primary areas:

1. Review and negotiation of associated development agreements for the Project;

2. Evaluation and development of strategies for the utility in meeting the current and future needs of the Project; and

3. Development and implementation of any financing associated with the delivery of the Project.

Based on the fee structure of the proposed agreement, the City would pay BB&A a fixed monthly retainer in the amount of $10,000 during the Project (not to exceed $90,000) as well as payments tied to milestones completed within the Project. The first milestone payment in an amount of $100,000 would be paid upon the execution of a Development Agreement with the data center developer and a second milestone payment of $125,000 would be paid upon the completion of a specially designed economic development program for data centers that can be applied to the initial and future projects.

As part of the Development Agreement milestone, BB&A will provide analysis and strategic advice regarding the development of a detailed term sheet, consideration of taxes, including any applicable sales, use or property taxes and anticipated revenues, development of a will serve letter; and Pro Forma analysis of projected revenues and expenses. As part of the economic development program milestone, BB&A will provide analysis and strategic advice regarding substation development and improvements, economic incentives and funding options, power supply and capacity considerations, as well as other utility considerations (natural gas and utility).

The proposed agreement is exempt from competitive bidding pursuant to VMC Sec. 3.32.110 (A)(10) (contracts for professional services). Staff is requesting that the proposed agreement be exempt from competitive selection pursuant to VMC Sec. 3.32.110 (B)(2) as given the specialized nature of services and with potential projects already underway, it is in the best interests of the City to award this contract without a competitive selection process. Because this Project would be the City’s first with a modernized data center, and will likely serve as precedent for future projects, staff believes BB&A would be best able to protect the City’s interests through their unique expertise in negotiating complex development agreements and specific knowledge of utility infrastructure and financing options.

The term of the Services Agreement will be for a period of nine (9) months, and any extension or amendment of the agreement would be subject to written amendment and requisite City approvals. The proposed Services Agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact:

Sufficient funds are available in the Vernon Public Utilities, Electric Fund budget Account No. 055.9000.595200 for the current fiscal year. An additional $295,000 would be included in the FY 2022-23 in Account No. 055.9000.595200 and 055.9000.596200. The total fiscal impact of the proposed Services Agreement is not to exceed $315,000.

Attachments:

1. Services Agreement with Bell Burnett & Associates

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND BELL BURNETT &

ASSOCIATES FOR SPECIALIZED ADVISORY SERVICES

COVER PAGE
Contractor: Bell Burnett & Associates
Responsible Principal of Contractor: R. Alexander Burnett, Principal Notice Information - Contractor: Bell Burnett & Associates 26 Broderick St
San Francisco, CA 94117
Attention: R. Alexander Burnett, Principal
Email: [email protected]
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Carlos Fandino,
City Administrator
Telephone: (323) 583-8811 ext. 228
Commencement Date: May 17, 2022
Termination Date: January 31, 2023, subject to Section 4.0 herein
Consideration: Total not to exceed $315,000.00 (includes all applicable sales tax); and more
particularly described in Exhibit A
Records Retention Period Three (3) years, pursuant to Section 11.20

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND BELL BURNETT &

ASSOCIATES FOR SPECIALIZED ADVISORY SERVICES
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (City), and Bell Burnett & Associates, a California corporation (Contractor).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on May 17, 2022.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in Contractor's Engagement Letter (Engagement Letter) dated April 22, 2022, Exhibit A, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

4.0 TERM. The term of this Agreement shall commence on May 17, 2022, and it shall continue until January 31, 2023, unless terminated at an earlier date pursuant to the provisions herein (Term). The Term of the Agreement shall be subject to extension as mutually agreed upon by both parties in writing.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to rates offered to other entities for comparable services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment requirements set forth in Exhibit A attached hereto and incorporated herein by reference (Fees and Expenses).

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $315,000.00 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.

Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “A,” or as mutually agreed by both parties in writing if, and only if, the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule in accordance with the terms in Exhibit A and incorporated by reference herein.

6.2 Contractor shall submit an invoice for the Monthly Retainer as described in Exhibit A, and incorporated by reference herein, on a monthly basis. Each such invoice shall provide a detailed description of reimbursable expenses incurred and any extra work performed.

6.3 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.4 City will pay Contractor the amount invoiced for the Monthly Retainer within thirty (30) days after the City approves the invoice.

6.5 Contractor shall submit an invoice for Milestone Payments, if any, as described in Exhibit A, and incorporated by reference herein, only upon a successful achievement of any such milestone as described in Exhibit A and incorporated by reference herein (Milestone Payments).

6.6 Upon the City’s determination of successful achievement, City will pay Contractor the Milestone Payments, if any, via wire transfer.

6.7 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY, COOPERATION AND REPRESENTATIONS. City shall cooperate with Contractor as described in Exhibit A and as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. City has reviewed the obligations, covenants, conditions precedent, requirements and representations made by the City to the Contractor in Exhibit A in its entirety (the “Representations”) and incorporated by reference into the Agreement herein. In accordance with this Section 7, the City affirmatively provides the Representations to the Contractor, and the Contractor may rely upon such the Representations in the fulfillment and execution of the Agreement.

8.0 COORDINATION OF SERVICES. Contractor agrees to coordinate with Contractor as described in Exhibit A and to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to active negligence or willful misconduct, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

9.1 City agrees to indemnify Contractor, its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”) arising from the City’s active negligence or willful misconduct.

10.0 INSURANCE. Contractor shall at its sole cost and expense procure, provide and maintain, and shall require each subcontractor (regardless of tier) to procure, provide and maintain, in effect during the performance of the Scope of Services under this Agreement insurance coverage with carriers reasonably satisfactory to the City, as follows:
(a) Workers’ Compensation insurance, as required by the laws of the State of California and in accordance with statutory limits, as required by the state in which the Scope of Services are to be performed, including a waiver of subrogation favoring the City, and Employer’s Liability insurance with limits of not less than one million dollars ($1,000,000) each employee for accident, $1,000,000 each employee for disease, and $1,000,000 policy limit for disease.
(b) Commercial General Liability insurance providing coverage for bodily injury, property damage, personal injury, advertising liability, blanket contractual liability, Contractor’s obligations under this Agreement, products and completed operations, and coverage for independent contractors with limits of not less than one million dollars ($1,000,000) for each occurrence, an annual aggregate of two million dollars ($2,000,000), and a products/completed operations aggregate of two million dollars ($2,000,000). Such policy shall cover the City as an additional insured, include a severability of interest provision, and be primary and not contributory with respect to any insurance carried by the City.

(c) Commercial Automobile Liability insurance providing coverage for all owned, non-owned, and hired automobiles used by Contractor in the performance of the Scope of Services with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence of bodily injury and property damage.

The insurance to be provided by Contractor under this Agreement shall not include any of the following: any claims-made insurance policies; any self-insured retention or deductible amount greater than two hundred fifty thousand dollars ($250,000) unless approved in writing by the City; any endorsement limiting coverage available to the City that is otherwise required by this Section 10; and any policy or endorsement language that (i) negates coverage to the City for the City’s own negligence; (ii) limits the duty to defend the City under the policy; (iii) provides coverage to the City only if Consultant is negligent, or (iv) permits the recovery of defense costs from any additional insured.

Contractor shall furnish the City a certificate of insurance evidencing the required coverages prior to commencement of the Scope of Services under this Agreement. Contractor shall provide the City a new or renewed certificate of insurance upon any changes or modifications to coverage including any extension or renewal of required insurance coverage; provided that any changes or modifications to coverage shall be consistent with the requirements of this Agreement.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any subcontractors,

agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any

time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance with the Agreement. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. City and Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party in writing, which may be withheld in the respective party’s sole discretion. No assignment shall release the original parties from their obligations of the Agreement or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including but not limited to, all of the terms, conditions, representations, covenants, obligations, compensation, fees and expenses and warranties described in Exhibit A in its entirety and attached hereto and incorporated in its entirety as part of the Agreement, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or

contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Carlos Fandino, City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Bell Burnett & Associates
26 Broderick St
San Francisco, CA 94117
Attention: R. Alexander Burnett, Principal
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement as described in Exhibit A and incorporated by reference herein.

11.17 TERMINATION. City and Contractor may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated retainer amount based on the services satisfactorily completed and accepted prior to the effective date of termination, and a prorated amount of any Milestone Payment(s) for services completed toward an unaccomplished milestone.

11.18 ADDITIONAL SERVICES. The City agrees that it will not enter into any contract for services from another party with respect to a potential transaction contemplated under Exhibit A as described herein without the prior written agreement of Contractor. The City represents that it is not a party to any contractual obligation that would be in conflict with the terms of Agreement. In addition, the City agrees that it will not use or share any work product of the Contractor for the purposes of negotiations with any other parties, except as agreed in writing by the Contractor. The City agrees that during the Term of the Agreement, all inquiries, whether direct or indirect, in regard to the Scope of Services and as described in Exhibit A shall be referred to the Contractor.

11.19 CONFIDENTIALITY. During the course of the performance of the Agreement, each party may be given access to information (in any form) that relates to the other's past, present, and future development, business activities, products, services, and technical knowledge, and which is identified by the discloser as confidential ("Confidential Information"). A party may use or make copies of the Confidential Information of the other party only to the extent reasonably necessary for purposes of the Agreement. Each party will protect and will not disclose the Confidential Information of the other in the same manner that it protects the confidentiality of its own similar confidential information, but in no event using less than a reasonable standard of care. Each party will restrict access to the Confidential Information to those of its personnel (including such personnel employed by its affiliates) engaged in the performance, management, receipt or use of the Scope of Services under the Agreement, provided that such parties are bound by obligations of confidentiality substantially similar to the terms of this Agreement. Each party will return or destroy the other party's Confidential Information in its possession upon request by the other party. City and Contractor agree to be bound by the terms and conditions of confidentiality as described in Exhibit A and incorporated by reference herein.

Nothing in this Agreement will prohibit or limit a party's use or disclosure of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (a) previously known to it without an obligation not to disclose such information, (b) independently developed by or for it without use of the information, (c) acquired by it from a third party which is not under an obligation not to disclose such information, or (d) which is or becomes publicly available through no breach of this Agreement.

11.20 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement. The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other

than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 LIMITATIONS OF LIABILITY. Notwithstanding anything to the contrary provided for in the Agreement, it is specifically understood and agreed by both parties that there shall be absolutely no personal liability on part of the directors, officers, members, managers, shareholders, employees or agents of the City or the Contractor. Contractor shall solely look to the City for the satisfaction of any remedy to which the Contractor is entitled in the event of a breach in the Agreement, including any of the terms and conditions outlined herein.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities.
[Signatures Begin on Next Page].

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator

Bell Burnett & Associates, a California
corporation
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
Interim City Attorney

EXHIBIT A

CONTRACTOR'S ENGAGEMENT LETTER

Mr. Carlos Fandino April 22, 2022
City Administrator
City of Vernon
4305 Santa Fe Ave.

Vernon, CA 90058
Dear Mr. Fandino,
Bell Burnett & Associates (“BB&A”) is pleased to submit this proposal to the City of Vernon (“City” or “Vernon”) to assist the City and Vernon Public Utilities (“VPU”) with the planning, negotiation, contracting and potential financing in connection with the development and implementation of the proposed Data Center to be developed by Prime Data Centers LLC (the “Company”) and to be located at 4701 South Santa Fe within the City (the “Project”).

As you know, this is a multi-faceted effort that will impact potentially both the City’s General Fund as well as VPU. We are certainly supportive of these types of projects, but also take a cautious approach. There is significant potential upside for the City, but the opportunity is not without risk. Our approach is to work with the City to review the Project holistically, including the overall risk and rewards. There are meaningful financial issues that remain to be negotiated that will impact the ultimate benefit and/or cost to the City. These issues include, but are not limited to: potential sales tax abatement, the receipt of future revenues to both the General Fund and VPU, future power supply and delivery requirements, and the reimbursement of other infrastructure costs that the City may incur. Each of these pieces will need to be fit together in a thoughtful fashion to help articulate the overall value proposition to the City’s decision makers.

We also appreciate that the Project may be the first of additional data centers that the City may explore. Creating a template that contemplates the necessary business and policy parameters to balance the potential economic returns with the all-in cost of the Project is important not only for the Project, but also the long-term fiscal health of the City.

Scope of Services
BB&A proposes to assist the City with the development and execution of an aggregate implementation plan for the Project, including the identification of meaningful considerations and risks. As in the past, terms and conditions, scope of work and compensation would be governed under a Services Agreement. Our services will fall into three primary areas: i) the review and negotiation of the associated development agreements for the Project, ii) the evaluation and development of strategies for the utility in meeting the current and future needs of the Project, and

iii) the development and implementation of any financing associated with the delivery of the Project. These areas include the following:

I. BB&A will assist Vernon with the negotiation of the Development Agreement (“Agreement”) and any ancillary related agreements associated with the development of the Project, including the terms, responsibilities and documentation relating to:
o Advice regarding the approach to the Company in connection with the Project o Negotiation support
o Financial analysis
o Advice on the Development Agreement and other transaction documentation, including representations and warranties, conditions precedent and other terms and conditions in regard to:
 Land and land use
 Codes and building permits
 Taxes, including any sales, use or property tax related considerations  Will Serve Letter
 Schedule and deliverables
 Future development and partnership opportunities
o Advice regarding strategic alternatives, if any
o Support for Due Diligence for the Project.

II. BB&A will assist VPU with the terms and conditions of required electric services and project infrastructure, including, but not limited existing capacity and implications to serve 50 MW of new load:
o Electricity
 Substation development/improvements
 Necessary system improvements
 Interconnections and system conductoring, including SCE improvements  Power supply
o Natural gas
o Fiber
III. BB&A will work with the City and its Municipal Advisor to develop and implement a plan of finance for the Project, including:
o General information as to developments concerning the public finance markets and municipal utility industry which may be of interest or concern to the City or the Project; and
o Advice and support on Project structure, timing and execution, including:
 Sources of funding
 Use of reserves
 Credit and security alternatives
 Cost reimbursement

 Scenario and sensitivity analysis
 Risk analysis and mitigation
o Closing process assistance
BB&A may also perform services other than as required and/or necessary under the Services Agreement (“Additional Services”) at the request of the City. When, and if, BB&A becomes aware of the need for, or the City requests BB&A to provide, any Additional Services, such Additional Services shall commence only upon the written authorization of the City, designating the scope of such services, term and compensation.

BB&A shall not retain any subconsultants (“Subconsultants”) to provide the Scope of Services without the prior written consent of the City, which shall be at the City’s sole discretion. In the event Subconsultants are used, and agreed upon by the City, Subconsultants must agree in writing to BB&A to comply with the terms and conditions of the Services Agreement.

The City agrees that BB&A has been retained to act solely as an advisor to the City and not as an advisor to or agent of any other person, and that any services provided by BB&A under the Scope of Services is not intended to confer rights upon any person not a party hereto (including shareholders, employees, lenders or creditors of the City) as against BB&A or its affiliates, or its or their directors, officers, employees or agents. BB&A is an independent contractor and shall not assume the responsibilities of a fiduciary to the City or its shareholders in connection with the performance under the Services Agreement.

The City recognizes that the U.S. Securities and Exchange Commission (“SEC”) has issued rules pertaining to the registration of municipal advisors (the “Municipal Advisor Rule”) that are effective July 1, 2014. The Municipal Advisor Rule, in general, provides that any person or entity that provides “advice” (a recommendation) related to the issuance of municipal securities and municipal financial products that are particularized to a specific need will be a Municipal Advisor.

The City agrees that BB&A will not, nor has or will be asked, to provide advice to the City related to the issuance of municipal securities or municipal financial products beyond generally available public knowledge or the provision of general information that does not involve a recommendation regarding municipal financial products or the issuance of municipal securities, and as such, BB&A is not a municipal advisor under the Municipal Advisor Rule.

Term
The initial term of the Services Agreement shall be nine months from the effective date of the Services Agreement (the “Term”), which shall be the date both parties have executed the Services Agreement. The Term is subject termination based on the terms in the Services Agreement and subject to extension upon mutual agreement by both parties in writing.

Fees and Expenses
BB&A would propose to use a similar compensation approach as we have in the past, but at a significantly reduced level. The City shall pay BB&A the fees set forth as follows:

(a) Retainer. $10,000 fixed monthly retainer for each month, including any partial month(s), to be paid upon execution of the Services Agreement through the Term of the Services Agreement. The City reserves the right to reduce the Monthly Retainer at the completion of the Initial Project should no additional projects be underway. BB&A also reserves the right to request an increase in the Monthly Retainer, at the sole discretion of the City, should the timing or scope of additional projects or assignments warrant, and
(b) Milestone Payments. Where applicable and at the sole discretion of the City, BB&A will also receive milestone payments tied to the successful delivery of any project. a. For the data center project, BB&A would receive a milestone payment of $100,000 upon execution of the Development Agreement. As part of the Development Agreement milestone, BB&A will provide analysis and strategic advice regarding the following:
i. Development of a detailed term sheet;
ii. Consideration of taxes, including any applicable sales, use or property taxes and anticipated revenues;
iii. Development of a will serve letter; and
iv. Pro Forma analysis of projected revenues and expenses. b. BB&A would receive a second milestone payment of $125,000 upon the completion of a structured, reproduceable, economic development program for data centers that can be applied to the initial project and future projects. As part of the economic development program milestone, BB&A will provide analysis and strategic advice regarding the following:
i. Substation development and improvements, including potential financing, payment obligations and guarantees;
ii. Economic incentives and funding options;
iii. Power supply and capacity considerations; and
iv. Other utility considerations (natural gas and utility).

Thank you for considering Bell Burnett & Associates. We look forward to the opportunity to work with the City and understand the importance of this assignment. Should have any questions, please feel free to call us at (415) 994-6750.

Very truly yours,
R. Alexander Burnett
Principal, Bell Burnett & Associates
26 Broderick St., San Francisco, CA 94117
Email: [email protected]

EXHIBIT B

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.