Agenda packet — Vernon City Council, December 20, 2022 (part 2 of 2)

Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control.

This Amendment must be attached to a signature form to be valid.

Microsoft Internal Use Only:
(M97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 B
ENG Oct2020 IU .docx
AmendmentApp v4.0 M97 B

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Enterprise Enrollment Product Selection Form
Proposal lD
1252835.007
Language: English (United States)
Microsoft ~ Volume Licensing
Enrollment Number
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:

Profile Qualified Devices Qualified Users Device /User Ratio Enterprise Product Platform CAL Licensing
Model
Enterprise 200 220 0.9 - User Licenses
field Worker 70 70 1.0 - User Licenses
Total 270 290
Products Enterprise Quantity Field Worker Quantity
Office Professional Plus
Office Professional Plus - 70
Office 365 Plans
0365 G1 GCC FromSA 20 -
Client Access License (CAL)
Core CAL
Core CAL - 70
Core CAL Bridge for Office 365 From SA 20 -
Windows Desktop
Windows Enterprise OS Upgrade - 70
Microsoft 365 Enterprise
M365 G3 GCC FromSA Unified 200
Enrolled Affiliate's Product Quantities:

Price Group 1 2 3 4
Enterprise Products Office Professional Plus + M365 Apps for Client Access License +Office 365 (Plans Client Access License +Windows Win E3 +Win ES t Enterprise +Office 365 (Plans E3 and ES) E1, E3 and ES) + Microsok 365 Enterprise Intune +EMS USL +Microsoft 365 Win VDA+ Microsoft 365 Enterprise Enterprise Microsoft 365
Enterprise
Quantity 270 290 270 270
Enrolled Affiliate's Price Level:

Product Offering /Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4.

D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. p Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. p Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. p Unless otherwise indicated in the associated contract documents, the price level for each Product offering /pool is set as described above, based upon the quantity to price level mapping below:

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EA-EASProdSelForm(WW)(ENG) MS Quote
Enterprise Enrollment Product Selection Form Microsoft ~ Volume Licensing Quantity of Licenses and Software Assurance Price Level 2,399 and below ~
2,400 to 5,999 K
6,000 to 14,999 C
15,000 and above D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased.

Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile.

Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.

The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details.

Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling.

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EA-EASProdSelForm(WW)(ENG) MS Quote
12/13/2022 Page 1 of 1
City of Vernon PRELIMINARY
Quotation: 0922-City of Vernon1-MSEA-BWP Subscription Start Date: 10/1/2022 Date: September 28, 2022 Subscription End Date: 9/30/2025 Enrollment: 90464571
Contract: PSA-0001526/RIVCO-2020-RFQ-0000048
Part Number Item Name Purchase Period Pool Product Type Product Family Quantity Unit Price Extended Price
Police Profile
W06-01066 Core CAL ALng LSA Platform UCAL Added at Signing Servers License/Software Assurance Pack Core CAL 39 $ 84.51 $ 3,295.89 W06-01072 Core CAL ALng SA Platform UCAL Added at Signing Servers Software Assurance Core CAL 31 $ 46.30 $ 1,435.30 269-12445 Office Professional Plus ALng LSA Platform Added at Signing Applications License/Software Assurance Pack Office Profes 39 $ 178.49 $ 6,961.11 269-12442 Office Professional Plus ALng SA Platform Added at Signing Applications Software Assurance Office Profes 31 $ 103.73 $ 3,215.63 KV3-00353 Win Enterprise Device ALng SA Platform Added at Signing Systems Software Assurance Win Enterpri 51 $ 46.06 $ 2,349.06 KV3-00356 Win Enterprise Device ALng Upgrade SA Platform Added at Signing Systems Upgrade/Software Assurance Pack Win Enterpri 19 $ 57.67 $ 1,095.73 Additional Products
312-02257 Exchange Server Standard ALng SA Added at Signing Servers Software Assurance Exchange Se 4 $ 126.70 $ 506.80 359-00961 SQL CAL ALng SA User CAL Added at Signing Servers Software Assurance SQL CAL 220 $ 33.97 $ 7,473.40 228-04433 SQL Server Standard ALng SA Added at Signing Servers Software Assurance SQL Server S 12 $ 146.05 $ 1,752.60 9EA-00278 Win Server DC Core ALng SA 2L Added at Signing Servers Software Assurance Win Server D 48 $ 125.25 $ 6,012.00 9EM-00270 Win Server Standard Core ALng SA 2L Added at Signing Servers Software Assurance Win Server S 48 $ 19.22 $ 922.56 Part Number Item Name Purchase Period Pool Product Type Product Family Quantity Term Price Extended Price
Enterprise Products
AAD-34700 M365 G3 Unified FSA GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense M365 G3 Un 200 $319.42 $ 63,884.00 7R6-00001 O365 G1 FSA GCC Sub Per User Non-Specific Non-specific Monthly Subscriptions-VolumeLicense O365 G1 FSA 20 $70.00 $ 1,400.00 AAA-12416 CCAL Bridge O365 FSA Sub Per User Non-Specific Non-specific Monthly Subscriptions-VolumeLicense CCAL Bridge 20 $16.93 $ 338.60 Additional Products
8ZZ-00001 M365 G5 Security GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense M365 G5 Se 200 $127.67 $ 25,534.00 M9T-00002 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB Non-Specific Servers Monthly Subscriptions-VolumeLicense O365 Extra 5000 $2.18 $ 10,900.00 DDJ-00001 Power BI Pro GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense Power BI Pro 5 $90.31 $ 451.55 7VX-00001 Project P5 GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense Project P5 G 5 $497.38 $ 2,486.90 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on Non-Specific Servers Monthly Subscriptions-VolumeLicense Teams AC w 220 $0.00 $ - P3U-00001 Visio P2 GCC Sub Per User Non-Specific Applications Monthly Subscriptions-VolumeLicense Visio P2 GCC 15 $135.65 $ 2,034.75 1 Year Total: $ 142,049.88
3 Year Total: $ 426,149.64
Confidential. M365 G5 Security Thank you for the opportunity to quote. 12/13/2022 Page 1 of 1
City of Vernon PRELIMINARY
Quotation: 0922-City of Vernon1-MSEA-BWP Subscription Start Date: 10/1/2022 Date: September 28, 2022 Subscription End Date: 9/30/2025 Enrollment: 90464571
Contract: PSA-0001526/RIVCO-2020-RFQ-0000048
Part Number Item Name Purchase Period Pool Product Type Product Family Quantity Unit Price Extended Price Police Profile
W06-01066 Core CAL ALng LSA Platform UCAL Added at Signing Servers License/Software Assurance Pack Core CAL 0 $ 84.51 $ - W06-01072 Core CAL ALng SA Platform UCAL Added at Signing Servers Software Assurance Core CAL 0 $ 46.30 $ - 269-12445 Office Professional Plus ALng LSA Platform Added at Signing Applications License/Software Assurance Pack Office Professional Plus 0 $ 178.49 $ - 269-12442 Office Professional Plus ALng SA Platform Added at Signing Applications Software Assurance Office Professional Plus 0 $ 103.73 $ - KV3-00353 Win Enterprise Device ALng SA Platform Added at Signing Systems Software Assurance Win Enterprise Device 0 $ 46.06 $ - KV3-00356 Win Enterprise Device ALng Upgrade SA Platform Added at Signing Systems Upgrade/Software Assurance Pack Win Enterprise Device 0 $ 57.67 $ - Additional Products
312-02257 Exchange Server Standard ALng SA Added at Signing Servers Software Assurance Exchange Server - Standard 0 $ 126.70 $ - 359-00961 SQL CAL ALng SA User CAL Added at Signing Servers Software Assurance SQL CAL 0 $ 33.97 $ - 228-04433 SQL Server Standard ALng SA Added at Signing Servers Software Assurance SQL Server Standard 0 $ 146.05 $ - 9EA-00278 Win Server DC Core ALng SA 2L Added at Signing Servers Software Assurance Win Server Datacenter Core 0 $ 125.25 $ - 9EM-00270 Win Server Standard Core ALng SA 2L Added at Signing Servers Software Assurance Win Server Standard Core 0 $ 19.22 $ - Part Number Item Name Purchase Period Pool Product Type Product Family Quantity Term Price Extended Price Enterprise Products
AAD-34700 M365 G3 Unified FSA GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense M365 G3 Unified FSA GCC 60 $319.42 $ 19,165.20 For Police G3 Licenses 7R6-00001 O365 G1 FSA GCC Sub Per User Non-Specific Non-specific Monthly Subscriptions-VolumeLicense O365 G1 FSA GCC 30 $70.00 $ 2,100.00 For Commissioner/Committee Licenses AAA-12416 CCAL Bridge O365 FSA Sub Per User Non-Specific Non-specific Monthly Subscriptions-VolumeLicense CCAL Bridge O365 20 $16.93 $ 338.60 For Police Conf Phone Licenses Additional Products
8ZZ-00001 M365 G5 Security GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense M365 G5 Security 60 $127.67 $ 7,660.20 For Police G5 Security Add-on Licenses M9T-00002 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB Non-Specific Servers Monthly Subscriptions-VolumeLicense O365 Extra File Storage GCC 0 $2.18 $ - DDJ-00001 Power BI Pro GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense Power BI Pro GCC 0 $90.31 $ - 7VX-00001 Project P5 GCC Sub Per User Non-Specific Servers Monthly Subscriptions-VolumeLicense Project P5 GCC 0 $497.38 $ - NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on Non-Specific Servers Monthly Subscriptions-VolumeLicense Teams AC with Dial Out US/CA GCC 0 $0.00 $ - P3U-00001 Visio P2 GCC Sub Per User Non-Specific Applications Monthly Subscriptions-VolumeLicense Visio P2 GCC 0 $135.65 $ - 1 Year Total: $ 29,264.00
3 Year Total: $ 87,792.00
Confidential. M365 G5 Security Thank you for the opportunity to quote.

City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: December 20, 2022

SUBJECT
Amendment No. 3 to the Services Agreement with the Arroyo Group Recommendation:

A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) review, because it is a continuing fiscal and administrative activity that will not result in any direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378. One of the outcomes of the proposed action is to develop a Program Environmental Impact Report (PEIR) for potential project(s), and any required environmental impact analysis will be conducted at the appropriate project phase; and
B. Approve and authorize the City Administrator to execute Amendment No. 3 to the Services Agreement between the City of Vernon and The Arroyo Group, in substantially the same form as submitted, for the preparation of: proposed changes to Chapter 17 of the Vernon Municipal Code allowing mixed-use development along Santa Fe Avenue, Design Guidelines to facilitate the orderly development of Mixed-Uses along Santa Fe Avenue, an Environmental Impact Report, and revisions to the General Plan and Housing Element Updates for a not-to-exceed amount of $70,000 and a six-month extension of the agreement.

Background:

At its October 6, 2020, meeting, the Vernon City Council approved and authorized an agreement with The Arroyo Group (TAG) to prepare the Westside Mixed-Use Specific Plan and Program Environmental Impact Report (EIR). The intent was to allow and encourage a concentrated area within the Westside of Vernon to transition into an active place of mixed uses (residential, live/work, production retail, and restaurant/entertainment) while strengthening the majority of the Westside as a highly competitive area of clean industrial production.

During the past two years, TAG has been performing baseline studies, updating the Housing Element, analyzing transportation enhancements, conducting one-on-one interviews with key stakeholders, identifying and studying catalytic site development, conducted an EIR scoping meeting, and held seven meetings with the Stakeholders Advisory Committee. TAG has substantially completed the Westside Specific Plan, the Programmatic EIR in support of the Specific Plan, the Housing Element Update supported by the Specific Plan, and all of the studies in support of these documents. At the seventh Stakeholders Committee Meeting held on November 11, 2022, the Committee expressed support for changing the City's zoning code to allow for mixed-use development along Santa Fe, but the Committee was not in support of adopting a Specific Plan. To comprehensively change the zoning code to allow for orderly mixed-use development along Santa Fe without adopting the Specific Plan, the following additional tasks contained in Amendment No. 3 to the agreement are required:

TAG will convert the current Zoning chapter of the Westside Specific Plan (Chapter 5) into the following documents allowing mixed-use development within the four areas:

1. Zoning Map

2. Municipal Code Text

3. Mixed-Use (Design) Standards and Guidelines

4. Amend the General Plan to allow for the changes to the zoning code TAG will turn the current draft of the Westside Specific Plan into a document anticipated to be titled “Vision for the Westside of Vernon.” The document will not be regulatory in nature but will provide the City with a guide and inspiration for future actions which can be taken up by the City at the appropriate time.

TAG will update the current draft Housing Element to reflect the replacement of the Westside Specific Plan with a zoning code amendment. This update will include modifications to the Programs of the Housing Element as well as the analysis sections, most notably Affirmatively Furthering Fair Housing and Housing Constraints (Environmental Constraints). The updated draft will be shared with the California Department of Housing and Community Development to ensure acceptance prior to formal submittal.

The Administrative Draft EIR will be revised to reflect the changes in the project strategy.

Included will be a new traffic model run without truck diversion or roadway modifications, resulting in changes to the transportation, greenhouse gas, noise and air quality sections of the EIR; however, there will likely be changes needed throughout the document.

There are at least two property owners that are ready to invest in the construction of mixeduse developments on Santa Fe Avenue in Vernon. Amendment No. 3 to the agreement will ensure that these owners can move forward with their development plans in a timely manner.

Fiscal Impact:

The fiscal impact of amendment No. 3 with TAG is an additional $70,000. The cost of previously approved amendments is $158,830 and the cost of the original agreement is $545,890, equating to a combined total of $774,720. Sufficient funds for the contract amendment are available in General Fund, Public Works Department, Building Regulations Division, Professional Services - Technical Account No. 011.1041.595200.

Attachments:

1. Amendment No. 3 with The Arroyo Group
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AMENDMENT NO. 3 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF

VERNON AND THE ARROYO GROUP FOR PREPARATION OF THE WESTSIDE

SPECIFIC PLAN AND PROGRAM EIR
This Amendment (Amendment No. 3) to that certain Agreement for preparation of the Westside Specific Plan and Program Environmental Impact Report (Agreement), is made as of December 20, 2022, by and between the City of Vernon, a California charter city and municipal corporation (City), and The Arroyo Group, a California corporation (Contractor).

WHEREAS, the City and Contractor are parties to a written Agreement dated October 6, 2020, under which Contractor is preparing a Mixed-Use Specific Plan, an Environmental Impact Report, and related updates to the City’s General Plan; and WHEREAS, in light of additional required work, the City and Contractor desire to amend the Agreement to increase Contractor’s maximum compensation amount by an additional SeventyThousand Dollars ($70,000) and to extend the contract term by an additional six months. A copy of the Contractor’s proposal for the additional scope of work is dated December 5, 2022, and attached hereto as Exhibit A-1.

NOW, THEREFORE, the parties to this Amendment No. 3 agree as follows:

1. In consideration of the additional scope of work included in Exhibit A-1, Section

5.2 of the Agreement shall be amended to increase the Contractor’s grand total compensation to an amount not-to-exceed Seven Hundred Seventy Four Thousand Seven Hundred Twenty Dollars ($774,720.00), and the contract termination date shall be extended to June 30, 2022 .

2. Except as expressly modified by this Amendment No. 3, all provisions of the Agreement shall remain in full force and effect.

3. The provisions of the Agreement and this Amendment No. 3 shall constitute the entire contract of the parties with respect to the subject matter included in this Amendment No. 3 and shall supersede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment No. 3.

4. The person or persons executing this Amendment No. 3 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 3 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties have signed this Amendment No. 3 as of the date stated in the introductory clause.
[SIGNATURES FOLLOW ON NEXT PAGE]
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CITY OF VERNON a California charter city
and municipal corporation
By: _______________________________
Carlos Fandino, City Administrator

The Arroyo Group, a California corporation
By:__________________________________
Name:

Title:

ATTEST:
__________________________________
Lisa Pope, City Clerk
By:

Name:

Title:

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

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EXHIBIT A-1

ADDITIONAL SERVICES PROPOSAL
Regulatory Amendments
The Arroyo Group will convert the current Zoning chapter of the Westside Specific Plan (Chapter 5) into several different documents providing regulatory standards allowing mixed-use development within the four areas:

1. Zoning Map – Using the City’s existing map package, The Arroyo Group will adapt the current City zoning map to add the Santa Fe North, Santa Fe South, City Center and Pacific Hampton districts.

2. Municipal Code Text – The Arroyo Group will adapt zoning chapter regulations into standalone text and table format to be incorporated into the Municipal Code as regulations pertinent to development within the four mixed-use districts. This will involve some development of new text to harmonize the standards with the format and topics covered in the existing code. Areas of intervention are:
a. Definitions – Use categories defined in the Specific Plan will be brought into the Municipal Code and harmonized with existing use definitions. b. New zoning districts – Each new zoning district will be created, with permitted uses and primary development standards listed within the code. c. Design Standards and Guidelines – The code will refer out to the standards and guidelines document in (3) for appropriate design standards and guidelines. d. Approval Procedures – Design Review and any other necessary procedure will be added to the code, with relevant procedures and findings. e. Subdivisions – Certain standards, such as curb radii, may be modified within mixed-use districts.
f. Code Review – The rest of the zoning code will be reviewed to ensure consistency with the introduction of the new zoning districts.

3. Mixed-Use (Design) Standards and Guidelines – Much of the content of the zoning chapter will be preserved in current format in a standalone document to be adopted by the City as part of the zoning ordinance. Most important will be the standards and guidelines which are communicated through diagrams and photographic examples.

4. General Plan – Slight modifications will be needed to the proposed changes to the General Plan Land Use Element.

Vision Document
The Arroyo Group will turn the current draft of the Westside Specific Plan into a document anticipated to be titled “Vision for the Westside of Vernon.” The document will not be regulatory in nature, but provide the City with a guide and inspiration for future actions which can be taken up by the City at the appropriate time.

The document will generally rely on content already developed for the Specific Plan and describe:

1. The overall vision and rationale for changes in the Westside

2. The truck routing strategy and Alameda Truck Corridor proposal

3. Anticipated character of each mixed-use district
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4. Development concepts for catalytic/major sites which could provide important retail, open space or character features for the area

5. Streetscape and open space designs
Supporting technical documentation, including Westside Specific Plan infrastructure studies, transportation analyses, fiscal analyses and pro forma analyses will be added as appendices to the document. Key considerations for implementation will also be developed and related.

Housing Element
The Arroyo Group will update the current draft Housing Element to reflect the replacement of the Westside Specific Plan with a zoning code amendment. This update will include modifications to the Programs of the Housing Element as well as the analysis sections, most notably Affirmatively Furthering Fair Housing and Housing Constraints (Environmental Constraints). These sections currently depend upon plans for infrastructure projects to improve livability for existing and new residents, such as the development of new open spaces and streetscape improvements which will add trees and promote non-automotive mobility.

The Arroyo Group will amend the draft Element and modify the analysis based on the new direction from the City. We then recommend sharing the draft Element with our HCD reviewer in written form, with approximately three meetings to discuss our analysis and the agency’s preliminary findings. Our scope accommodates responses to the preliminary findings and the production of a new draft, as well as up to 20 hours of responses to an official findings letter by HCD. We assume that the new HCD reviewer will have a perspective significantly similar to that of the reviewer which was originally assigned by the agency to the City.

Environmental Impact Report
Impact Sciences will revise the Administrative Draft Environmental Impact Report to reflect the changes in the project strategy. Included will be a new traffic model run by Iteris without truck diversion or roadway modifications, resulting in changes to the transportation, greenhouse gas, noise and air quality sections of the EIR; however, there will likely be changes needed throughout the document.

Council Interviews
If requested by the City, The Arroyo Group will conduct a second round of individual Council interviews prior to the public hearing on the zone change and/or Housing Element. We will prepare a presentation to explain the relevant items of concern for each Councilmember.

Total: $70,000
City Council Agenda Item Report
Submitted by: Lissette Melendez
Submitting Department: Public Works
Meeting Date: December 20, 2022

SUBJECT
Change Order No. 13 to the Consulting Services Agreement (CS-0099) with CNS Engineers, Inc. (CNS) for the Atlantic Boulevard Bridge Rehabilitation and Widening Project Recommendation:

A. Find that the approval of the proposed change order is within the Initial Study/Mitigated Negative Declaration prepared for this project pursuant to the provisions under the California Environmental Quality Act (CEQA) in accordance with Section 15063 of the CEQA Guidelines; and
B. Approve and Authorize the City Administrator to execute Agreement Change Order No. 13, in substantially the same form as submitted, for the Atlantic Boulevard Bridge Rehabilitation and Widening Project, Federal Project No. DBPL02-5139(010), Contract No. CS-0099, extending the project schedule from December 31, 2022 to December 31, 2023 and authorizing CNS to provide additional support and coordination services required to complete the design phase of the project for the additional cost of $99,309.46 (increasing the total contract cost to $2,279,677.94).

Background:

The Atlantic Boulevard Bridge over the Los Angeles River was constructed in 1931 and consists of concrete barrel arches with an earth-filled roadway and asphalt concrete pavement. The average daily vehicle count traversing the bridge is over 50,000 per day.

Atlantic Boulevard is a vital artery serving, not only the City of Vernon, but also the larger southeast community, as it is a gateway for travel within the region. Due to the narrow pedestrian walkway and traffic lanes, the bridge will be inadequate for the projected traffic volume of vehicles and trucks.

The Atlantic Boulevard Bridge over the Los Angeles River Agreement (Agreement) was awarded in November 2009 to CNS via Resolution No. 10,112 for the design of the bridge rehabilitation and right-of-way acquisition support. The Agreement was purposed to develop the plans for the proposed widening and rehabilitation of the bridge, which will include widening of the roadway bridge approaches, modifications of traffic signals, installation of California Public Utilities Commission-approved railroad grade crossings devices, and flood control channel modifications. Right-of-way activities along Atlantic Boulevard consist of either Temporary Construction Easements (TCE) or permanent Street Easements (SE) to accommodate the widening of the bridge and roadway and construction activities. The project also requires the relocation of conflicting utilities, including power poles from the City’s Public Utilities Department, which is concurrently developing relocation plans. Pursuant to the Agreement the City is reimbursed 85% of the project cost through State and Federal funding.

The Agreement has been extended multiple times because of design delays caused by railroad issues, proposed utility relocations, and right-of-way acquisition requirements which, in each instance, have involved various agencies and subcontractors. Projects of this magnitude are complex, and there are often unanticipated challenges that impact initial plans.

Each Agreement Change Order has addressed such issues and has modified the project schedule timeline and adjusted the project budget as necessary.

The proposed Agreement Change Order No. 13 is required to complete the intricate and lengthy Construction and Management Agreements with Burlington Northern Santa Fe Railway (BNSF); the acquisition of easements; to obtain permits from BNSF, Los Angeles Department of Water and Power (LADWP), Los Angeles County Flood Control District (LACFCD), and private properties; complete utility relocation coordination; and complete the Caltrans Right of Way Certification for the Project. Due to the number of parties involved with this project, each with their own requirements and schedules, the timeline for this phase of the project has exceeded expectations.

The proposed Agreement Change Order No. 13 has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact:

The fiscal impact of Agreement Change Order No. 13 is an added $99,309.46 to the Agreement for an amended total not-to-exceed $2,279,677.94. Sufficient funds for the proposed Change Order are available in General Fund, Public Works Department, Street Operations Division, Capital Outlays - Federal Funding Account No. 011.2043.900000.

Attachments:

1. Change Order No. 13 - CS-0099

CITY OF VERNON

PUBLIC WORKS DEPARTMENT
CONTRACT CHANGE ORDER NO. 13 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PROJECT: Atlantic Blvd. Bridge over the Los Angeles River Contract No. CS-0099 FEDERAL PROJECT No. DBPL02-5139(010) EDEN Project No. 103001 REQUESTED BY: City of Vernon Supplemental No.

TO: CNS Engineers, Inc. CONTRACTOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally included in the contract.

Per the Request for Contract Amendment No. 13 from Contractor dated November 28, 2022, this Change Order provides for the additional work described below.

1. Extend the contract for an additional one-year period from December 31, 2022 to December 31, 2023, and increase the total not-to-exceed amount by an additional $99,309.46.

The project involves complex and lengthy right of way acquisition in BNSF, LADWP, LACFCD, and private properties; therefore the project schedule must be extended to complete Construction and Managements Agreements, utility relocation coordination, and completion of Right of Way Certification and easements.

2. Design team to perform extra work to complete the negotiations to acquire various easements, construction agreements, and permits.

Contract Amount (Base Bid) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,155,284.38 Amount of This Change Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 99,309.46 Amount of Previous Change Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,025,084.10 Total Change Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,124,393.56 Modified Contract Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,279,677.94 By reason of this change order the time of
completion will be adjusted as follows: 365 additional calendar days Approved: Date:

Carlos Fandino, City Administrator
Attest: Date:

Lisa Pope, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above.

Accepted Date: Contractor:

By: Title:

Accepted Date: Contractor:

By: Title:
c: Project File/Contractor/Purchasing Rev. 01/13
Civil and Structural Engineers
11870 Pierce Street, Suite 265, Riverside, CA 92505
Phone: (951) 687-1005 / Fax: (951) 667-3387 / Web: www.cnseng.com November 28, 2022
Mr. Daniel Wall, P.E.

Director of Public Works
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Subject: Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River Request for Contract Amendment No. 13
Dear Mr. Wall:

To complete the proposed project, we request an amendment for extra work as follows:

Extend the Professional Service Agreement (PSA) from December 31, 2022 to December 31, 2023:

CNS’s PSA will expire on December 31, 2022. The project is close to the design completion; however, there are several pending items listed below to be coordinated and completed before the project is certified by Caltrans and ready to advertise for construction:
 Complete negotiation to acquire easements in the LADWP properties (6304-007-274 and 6314- 033-271).
 Finalize acquisition for the easements in the Magellan Atlantic property (APN 6314-033 and 005).
 Execute the BNSF Railroad Construction and Management (C&M) Agreement that addresses all railroad-related costs.
 Obtain the CPUC GO 88B Construction Permit.
 Coordinate with the City and SCE to finalize the design of the electrical overhead shoofly that is being prepared by City’s Consultant (Petrelli Electric).  Obtain a permit from BNSF for the electrical underground casings below the at-grade rail crossings and the electrical overhead shoofly over the rail tracks.  Update the street and bridge improvements plans for the change of electrical underground design and layout that is being prepared by City’s consultant (EPI).  Obtain an encroachment permit from Caltrans District 7 for traffic controls at the I-710/Bandini Interchange involving 4-day street closure to replace the rail crossings adjacent to the bridge.  Complete utility relocation coordination.
 Obtain the Right of Way Certification from Caltrans.
 Assist the City in obtaining Construction Authorization from Caltrans including obtaining NEPA Revalidation, if required by Caltrans Local Assistance.

The pending project items were delayed due to the lengthy coordination with BNSF, LADWP, relocation of SCE Communication Line, and addition of an Electrical Overhead Shoofly.

The estimated cost for all additional effort to extend the PSA is $99,309.46.

Current Amended Contract Amount: $2,180,368.48
Proposed New Amendment: $99,309.46
Total Proposed Amended Contract Amount: $2,279,677.94
Mr. Daniel Wall
November 28, 2022

Page 2 of 2 ends

We look forward to receiving City’s approval for this contract amendment. Should you have any questions about this proposal, please feel free to contact me at (951) 687-1005 ext.104 or by e-mail at [email protected].

Sincerely,
James Lu, P.E., S.E.

Project Manager / Principal
CNS Engineers, Inc.

Attachment: Cost proposal backup details
Local Assistance Procedures Manual
Date:

DIRECT LABOR Hourly Rate
Range Hours Total
58 @ 99.00 $ 5,742.00 $
16 @ 74.00 $ 1,184.00 $
16 @ 48.00 $ 768.00 $
16 @ 72.00 $ 1,152.00 $
8 @ 45.60 $ 364.80 $
0@ - $ - $
0@ - $ - $
Total Direct Labor Costs (DLC)
Rate Total
* %
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * % *
General and Administrative (G&A) * % *
Total (* Combined FB, OH and G&A) 137.07 % 12,625.24 $
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % 2,183.60 $
Fee (DLC+FB+IC)

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding $ -

2. Conference Calls $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) - $

4. Overnight Deliveries $ -
Total Other Direct Costs
$ 24,019.65

SUBCONTRACTOR COSTS
KOA Corporation (Traffic) $ 14,803.82
Overland , Pacific & Cutler (Right of Way Appraisal and Acquisition) 18,366.89 $ Stantec (Roadway, Right of Way Easements, Regulatory Permits) 12,659.48 $ RailPros (Railroad) $ 15,345.86
Converse (Geotechnical) $ -
GPA (Environmental) $ 14,113.76
Total Subcontractor Costs
TOTAL CONTRACT COST $ 99,309.46
$ 9,210.80

FRINGE BENEFITS
$ -
$ 12,625.24
$ 2,183.60
$ -
Prime Consultant (CNS) Cost:

Subtotal Direct Labor Costs 9,210.80 $
Anticipated Salary Increases (0.0%) (Escalation) - $
$ 75,289.81
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No. 5139 (010)
Caltrans EA No. 0793210L 11/21/2022
Project Name:

Consultant:

Hourly Rate
Classification Name (2023)
Senior Bridge Engineer
Bridge Project Engineer
Senior CADD Designer
Project Manager (PM) / Principal
Bridge Engineer James Lu
Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River CNS Engineers, Inc. (Prime Consultant)
Senior Roadway Engineer / Deputy
PM
Project Name:

Consultant: CNS Engineers, Inc. (Prime Consultant) Date: 8/3/20 Task No. Task Description
Project Manager
(PM) / Principal
Bridge Engineer
Senior Bridge
Engineer
Bridge Project
Engineer
Senior Roadway
Engineer /
Deputy PM
Senior CADD
Designer Total Hours Labor Cost
(loaded billing rates) $ 258.17 $ 192.97 $ 125.17 $ 187.76 $ 118.91

1.0 1.01 Meetings and Coordination 16 16 4,130.71 $

1.02 Project Administration and Project Controls 18 18 4,647.05 $

1.03 Quality Control and Quality Assurance 8 16 24 5,069.50 $

1.04 Caltrans Local Assistance Funding Supports 16 16 4,130.71 $

2.0 2.01 Data Collection 0- $

2.02 Field Review and Site Assessment 0- $

2.03 Design Surveys and Orthophoto 0- $

2.04 Right-of-Way Research and Base Mapping 0- $

2.05 Utility Notification and Identification including
Potholing
0- $

2.06 Geotechnical Investigations 0- $

2.07 Limited Phase II Soil Sampling (RR Contamination) 0 - $

2.08 Diurnal and Nocturnal Bat/Nesting Bird Surveys 0- $

2.09 Bridge Aesthetic Analysis and Historic Preservation Report
0- $

2.10 Roadway Drainage Report 0- $

2.11 Storm Water Quality Documentation 0- $

2.12 Railroad Phasing and Signal Requirements 0- $

2.13 Channel Hydraulics and Modification Requirements 0 - $

3.0 3.01 Resource Agency Permits (CDFG 1601, RWCB 401
and ACOE 404 and 408) 0- $

3.02 CPUC General Order 88B Application 0- $

3.03 Railroad C&M Agreement Assistance 0- $

3.04 Utility Relocation Supports 0- $

3.05 Right-of-Way Plats and Legal Description 0- $

3.06 Right-of-Way Easement/Acquisition Supports 0- $

4.0 4.01 Roadway Plans 0- $

4.02 Stage Constructing Plans 0- $

4.03 Utility Plans 0- $

4.04 Drainage Plans 0- $

4.05 Traffic Signal Plans 0- $

4.06 Work Area Traffic Control Plans 0- $

4.07 Signing and Striping Plans 0- $

4.08 Street Lighting Plans and Sign Illumination Plans 0- $

4.09 Channel Modification Plans 0- $

4.10 Bridge Unchecked Plans 0- $

4.11 Grade Crossing Plans 0- $

5.0 5.01 Roadway Plans 0- $

5.02 Stage Constructing Plans 0- $

5.03 Utility Plans 0- $

5.04 Drainage Plans 0- $

5.05 Traffic Signal Plans 0- $

5.06 Work Area Traffic Control Plans 0- $

5.07 Signing and Striping Plans 0- $

5.08 Street Lighting Plans and Sign Illumination Plans 0- $

5.09 Channel Modification Plans 0- $

5.10 Bridge Checked Plans 0- $

5.11 Grade Crossing Plans 0- $
Design Coordination
65% Design Submittal
95% PS&E Submittal
PS&E Initiation

CITY OF VERNON
Cost Proposal - Man Hour Worksheet
Atlantic Blvd. Bridge over the Los Angeles River
Phase I: Development of Plans, Specifications and Estimates (PS&E) Project Management

Page 1 of 3 ends

Project Name:

CITY OF VERNON
Cost Proposal - Man Hour Worksheet
Atlantic Blvd. Bridge over the Los Angeles River

5.12 Special Provisions and Workday Schedule 0- $

5.13 Quantities and Cost Estimates 0- $

5.14 Supplemental Cultural Study 0- $

6.0 6.01 Roadway Plans 0- $

6.02 Stage Constructing Plans 0- $

6.03 Utility Plans 0- $

6.04 Drainage Plans 0- $

6.05 Traffic Signal Plans 0- $

6.06 Work Area Traffic Control Plans 0- $

6.07 Signing and Striping Plans 0- $

6.08 Street Lighting Plans and Sign Illumination Plans 0- $

6.09 Channel Modification Plans 0- $

6.10 Bridge Plans 16 16 8 40 6,041.68 $

6.11 Grade Crossing Plans 0- $

6.12 Special Provisions and Suggested Workday Schedule 0 - $

6.13 Quantities and Cost Estimates 0- $

6.14 Resident Engineer's Pending Files 0- $
Total Hours 58 16 16 16 8 114 24,019.65 $
100% (Final) PS&E Submittal
2

Page 2 of 3 ends

Atlantic Blvd Bridge Replacement Page 1
CNS; City of Vernon JB73140 - Amendment #7
2141 W. Orangewood Avenue, Orange, CA 92868
T: 714.573.0317 | F: 714.573.9534 | www.koacorp.com

MONTEREY PARK ORANGE ONTARIO SAN DIEGO
November 22, 2022
Mr. James Lu
CNS Engineers, Inc.
11870 Pierce Street, Suite 265
Riverside, CA 92505
Subject: Atlantic Boulevard Bridge Reconstruction Project, Vernon, CA Amendment #7: Contract Extension for Final Approved Worksite Traffic Control Plans Dear Mr. Lu
KOA Corporation (KOA) is submitting this amendment at the request of CNS for revisions to the approved traffic control plans based on revised power line design. Below is a detailed scope of services.

SCOPE OF WORK
Management, Coordination, & Administration
KOA will attend up to three (3) additional meetings (through December 2023) with the project team for project-related issues, schedule, deliverables, etc., with parties including, but not limited to agency staff, adjacent property owners and/or other project stakeholders as needed. We will maintain lines of communication between CNS throughout the completion of this work. We will invoice in the same manner as the original contract.

Caltrans/Agency Approved Traffic Control Plans
The current set of traffic control plans has not been approved by the local agency(ies) and/or Caltrans, nor do they reflect any potential changes due to the ongoing coordination with third party stakeholders. The traffic control plan set to be finalized as part of this task will incorporate anticipated input from adjacent property owners (e.g., Amazon Fresh, Magellan Group, 5122 Atlantic Boulevard, etc.) and approving public agencies. This includes potential coordination with Los Angeles County Metropolitan Transportation Authority (L.A. Metro) regarding the closure/relocation of Bus Stop #8785 (Route 260) bench and shelter at the northwest corner of Atlantic and Bandini during the four-day full street closure of the Atlantic Boulevard bridge. This amendment work also covers anticipated Caltrans review and comment regarding traffic control and detouring impacts near the I-710/Atlantic/Bandini interchange. We will submit for review and revise as directed up to two (2) times for local agency approval, and up to two (2) times for approval by Caltrans.

The scope of work does not include bid, pre-construction or construction phase support such as pre-bid meetings; bidding interpretations/addenda; review/evaluation of bids; pre-construction/site meetings; review and response to Contractor RFIs and/or submittals; preparation of design addenda; as-built plan preparation; or any other related project close-out tasks.

FEE
KOA will perform the above scope of work for a not-to-exceed fee of $14,803.82. Please see attached fee breakdown.

Atlantic Blvd Bridge Replacement Page 2
CNS; City of Vernon JB73140 - Amendment #7
2141 W. Orangewood Avenue, Orange, CA 92868
T: 714.573.0317 | F: 714.573.9534 | www.koacorp.com

MONTEREY PARK ORANGE ONTARIO SAN DIEGO

WORK SCHEDULE
Upon receiving an executed agreement and the necessary supporting plans/information from the Client and/or others, KOA will complete the first submittal to the Client for review within three (3) weeks.

Subsequent revisions will be competed approximately two (2) weeks after receiving comments.

KOA is not responsible for delays caused by factors beyond KOA’s reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, accidents, acts of God, failure of any governmental or other regulatory authority to act in a timely manner, failure of the Client to furnish timely information or approve or disapprove of the KOA’s services or work product promptly, or delays caused by faulty performance by the Client or by contractors of any level. When such delays beyond KOA’s reasonable control occur, the Client agrees the KOA is not responsible for damages, nor shall KOA be deemed to be in default of this Agreement.

AUTHORIZATION
The signature below indicates acceptance of this proposal and authorization to proceed.

Sincerely,
KOA Corporation
Min Zhou, PE
CEO | President
The person signing and executing this contract for the Client represents and warrants that he or she is duly authorized and has legal capacity and actual authority to bind the Client to each and every term, condition and obligation of this Contract and that all requirements of the Client have been fulfilled to provide such actual authority. By signing below, Client agrees with the terms and conditions attached hereto and hereby made a part of this agreement.

Signature

Name (Please Print) Date

Title (Please Print) Client Purchase Order or Project Number Local Assistance Procedures Manual
Date:

KOA Corporation
DIRECT LABOR Hourly Rate
Range Hours Total
65-85 4 @ 83.00 $ 332.00 $
57-67 32 @ 67.00 $ 2,144.00 $
20-35 60 @ 35.00 $ 2,100.00 $
18-25 0 @ 25.00 $ - $
15-30 12 @ 28.00 $ 336.00 $
@- $
@- $
@- $
@- $
@- $
@- $
@- $
Total Direct Labor Costs (DLC)
Rate Total
* %- $
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * % *
General and Administrative (G&A) * % *
Total (* Combined FB, OH and G&A) 167.3 % 8,423.22 $
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % 1,345.80 $
Fee (DLC+FB+IC)

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding $ -

2. Plotting $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) - $

4. Overnight Deliveries $ -
$ -
Total Other Direct Costs

SUBCONTRACTOR COSTS

TOTAL COST
$ -
$ -
$ 14,803.82
$ -
$ 8,423.22
$ 1,345.80
$ -
$ -
$ -
Subtotal Direct Labor Costs 4,912.00 $
Anticipated Salary Increases (2.5%) (Escalation) 122.80 $ $ 5,034.80

FRINGE BENEFITS
CAD Technician Various
Administrative Assistant Various
Firm Principal Various
Senior Engineer Various
Assistant Engineer Various
Project Name:

Consultant:

Initial Hourly
Classification Name Rate
Addendum #7 Contract Extension for Final Approved Worksite Traffic Control Plans
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No.:

Caltrans EA No.: 11/22/2022
www.OPCservices.com | 5000 Airport Plaza Drive, Suite 250, Long Beach, CA 90815 ph 562.304.2000 | fx 562.304.2020
November 17, 2022
Mr. James Lu, PE, SE
Senior Manager/Principal
CNS Engineers, Inc.
11870 Pierce Street, Suite 265
Riverside, CA 92505
Sent Via Email: [email protected]
RE: Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River Contract Amendment No. 9
Dear Mr. Lu:

As discussed, an amendment to our contract is necessary for work associated with the coordination of utilities and continued acquisition activities for the subject City of Vernon (City) bridge rehabilitation project (Project).

Our acquisition services will continue as follows:

1. Continue to be the primary point of contact for all acquisition activities, escrow coordination, including certification, through the December 2023 extension of the contract.

2. OPC will continue acquisition efforts obtaining licenses and acquisition documents for 6304-007-274, 6314- 033-271 LADWP, 6314-003-010 Amazon, 6314-003-900 & 901 BNSF, 6314-033-002-Magellan and 6314- 003-001 Krystal Enterprises and Clear Channel.

Utility Coordination will be led by David Moore, Senior Utility Manager, who will be the day-to-day coordinator on the Project. Utility coordination support work as follows:

1. Act as the primary point of contact with conflicting utility owners.

2. Actively participate in Project Development Team to update the City and Team on the progression of utility work (estimated eight meetings).

3. Issue updated Notice to Relocate Claim Letters using City provided templates (two conflicting utility owners).

4. Work with the design team to develop and update a utility conflict matrix.

5. Determine liability for the utility conflicts that are impacted by the Project (SCE and Maywood Mutual Water).

6. Coordinate and plan with the utility owners and their designers as needed to discuss Project design, conflicts, relocation alternatives, and resolution to conflicts (estimated two utility owners and five conflicts for a total of 12 meetings including face to face, field and teleconference).

7. Obtain detailed scopes of work from the utility owners for relocation, estimated start and completion dates and proposed cost to perform and complete the relocation activity.

8. Issue Notice to Owner to relocate using City provided letterhead.

9. Prepare and execute Utility Agreements (UA) for utility owners who have prior rights and conflict with the Project (estimated two UA).

10. Prepare Caltrans required Reports of Investigation for each utility owner.

11. Work with the City and utility owner to ensure the relocation plan is compatible with permit requirements.

12. Prepare and execute through Caltrans, the FHWA Specific Authorizations for utility relocations and utility agreements.

13. Prepare the utility section of the Right of Way Certification.

Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River Contract Amendment No. 9 Page | 2
Accepted, Authorization to Proceed:

Additional Fees of $18,366.90

Signature/Title:
_______
Date:

Assumptions/Exclusions

1. All conflicts will be determined by the Design team. The above estimates are based on information provided by the Design team. Changes in these items may result in increased/decreased scope.

2. All City owned facilities including utility service-related items (water meters, traffic signals and City owned streetlights) are not considered part of this scope. These items will be identified by Design, but actual noticing and detailed coordination is not necessary and relocation work will be conducted by the awarded road contractor.

3. Scope does not include any fees or work associated with the actual relocation of the utility facilities and/or construction management/inspection.

The amendment is necessary due to design changes and delays to the Project. The additional fees are for utility coordination work as indicated above.

Additional costs to complete the identified services as described will be $18,366.90, comprised of $6,444.52 and $11,922.38 for utility coordination. Back up documentation for our fees are included in Exhibit 10-H1 attached.

Based on this additional work, our revised contract amount would be as follows:

Original Contract Amount $ 57,764.65
Amendment No. 1 $ 6,300.00
Amendment No. 2 $ 40,086.70
Amendment No. 3 $ 90,912.04
Amendment No. 4 $ 47,410.00
Amendment No. 5 $ 800.00
Amendment No. 6 $ 6,061.00
Amendment No. 7 $ 24,450.00
Amendment No. 8 $ 24,108.76
Amendment No. 9 (this amendment) $18,366.90
Total New Contract Amount: $316,260.05
If the proposed Contract Amendment No. 9 meets your approval, please sign below and return it to me and/or provide a contract change order authorization in a form acceptable to you. Should you have any questions or need additional information, please contact me at 562.304.2028 or [email protected].

Sincerely,
Roy Guinaldo, RWA
Senior Project Manager
OPC
Roy Guinaldo
Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
Prime Consultant Subconsultant 2nd Tier Subconsultant
Consultant:

Project No. Contract: Date 11/17/2022
Hours Actual Hourly Rate Total

60.0 $ 4,326.76

35.0 $ 1,380.12

10.0 $ 360.60
Mia Garcia 1.0 $ 39.43

20.0 $ 558.63
$ 6,665.54
$ -
$ -
$ -

LABOR COSTS
$ 6,665.54
$ -
$ 99.98
d) TOTAL DIRECT LABOR COSTS [(a) + (b)+(c)] $ 6,765.52

INDIRECT COSTS

0.00% ) i) Total Fringe Benefits [(d) x (e)] 0.00

0.00% j) Overhead [(b) x (f)] 0.00
g) Overhead Office (Rate: 149.00% ) k) Overhead [(a) x (g)] 9,931.65

0.00% ) l) Gen & Admin [(d) x (h)] 0.00
m) TOTAL INDIRECT COSTS [(i) + (j) + (k)+(l)] $ 9,931.65 FIXED FEE n) TOTAL FIXED FEE [(d) + (j) + (k)] x fixed fee 10.00% ] 1,669.72 o) CONSULTANT'S OTHER DIRECT COSTS (ODC) - ITEMIZE (Add additional pages if necessary) Quantity Unit Total
$ -
p) TOTAL OTHER DIRECT COSTS $ -
q) SUBCONSULTANTS' COSTS (Add additional pages if necessary) $ -
r) TOTAL SUBCONSULTANTS' COSTS $ -
s) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(p) + (r)] $ - TOTAL COST [(d) + (m) + (n) + (s)] $ 18,366.89
NOTES:

1. 2.

Page 1 of 3 ends

January 2020
$ 27.93
Senior Agent $ 36.06
Project Control Manager $ 39.43
Maria Martinez/Inez Garcia
$ 39.43
f) Overhead Field (Rate:

Description of Item
Field Personnel
Total Office Direct Labor
a) Subtotal Direct Labor Costs - Office
Unit Cost
Total Field Direct Labor $ -
h) General & Admin (Rate:

Project Coordinator
c) Anticipated Salary Increases (see page 2 for calculation) David Moore $ 72.11
Senior Project Manager Roy Guinaldo
Anticipated salary increases calculation (page 2) must accompany.

Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.

The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. e) Fringe Benefits (Rate:
b) Subtotal Direct Labor Costs - Field
EXHIBIT 10-H1 COST PROPOSAL Page 1 of 3
Note: Mark-ups are Not Allowed
Name
Overland, Pacific & Cutler, LLC

DIRECT LABOR
Classification/Title
City of Vernon Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River

ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS Office Personnel
Senior Utility Manager

Page 1 of 3 ends

15265 Alton Parkway, Suite 140
Irvine, CA 92618
P: (714) 734 - 8765 F: (714) 734 - 8755
www.railpros.com
Atlantic Boulevard Bridge Widening
Contract Amendment No. 8
Scope of Work Amendment
Novemeber 18, 2022
A scope amendment is required to obtain permits from BNSF/LAJ for the proposed electrical underground utility casings at three locations under the North and South Atlantic Blvd at-grade railroad crossings and one temporary electrical overhead utility shoofly over the Temporary Construction Easement (TCE) areas at two locations over the North and South Atlantic Blvd at-grade railroad crossings. Also, the previous contract is soon to expire on December 31, 2022 and a scope amendment is required to extend the contract from December 31, 2022 to December 31, 2023. The extended contract length of one year generates the need for additional general project management, meetings, and coordination with stakeholders, which is captured in this contract amendment.

The Amendment No. 8 tasks outlined below are in addition to the tasks currently authorized on the project:
• Utility design review and permitting services for the proposed electrical underground utility casings and temporary electrical overhead utility shoofly crossings at the BNSF/LAJ Atlantic Blvd at-grade railroad crossings.
• Contract time extension for one year. Project Management, Railroad Design Coordination, and PS&E services extended from December 31, 2022 through December 31, 2023. • Additional general project management, meetings, and coordination services due to contract time extension.

The attached cost proposal details our expected costs and staff to complete this additional work. RailPros is requesting $15,345.86 in additional authorization.

We look forward to continuing to work with CNS and the City towards the successful completion of this project. Please feel free to contact us if you have any questions regarding this.

Page 2 of 3 ends

15265 Alton Parkway, Suite 140
Irvine, CA 92618
P: (714) 734 - 8765 F: (714) 734 - 8755
www.railpros.com

1.0 PROJECT MANAGEMENT

1.01 Meetings and Coordination
Addition of the following scope to this task:

Task Objective
RailPros shall participate in project meetings as specified below and perform general project coordination efforts with respective to the City, BNSF/LAJ, and design team staff.

RailPros Activities
• General project coordination efforts to deliver a quality product through time extension (December 2022 – December 2023).
• Meetings: Participate in up to 12 meetings via conference call:
o Monthly PDT meetings – up to 12 PDT meetings via conference call

3.0 RAILROAD DESIGN COORDINATION

3.09 Railroad Utility Design Review and Permitting Services Task Objective
RailPros will provide utility design review and permitting services to obtain permits from BNSF/LAJ for the proposed electrical underground utility casings at three locations under the North and South Atlantic Blvd at-grade railroad crossings and one temporary electrical overhead utility shoofly over the Temporary Construction Easement (TCE) areas at two locations over the North and South Atlantic Blvd at-grade railroad crossings.

Clear communication is the key to permitting management success. RailPros will utilize an online application project management system to enable communication and document distribution between RailPros and the City. The RailPros Real Estate Specialist oversees the entire application and engineering review process. A designated representative(s) of the City will have 24-hour access to online project management system.

When a railroad permit is needed, the City will upload the request to the RailPros permitting management system, including complete project detail and agreed upon form of design/sketch.

The RailPros Real Estate Specialist will oversee the internal and railroad review process. Upon City submittal, RailPros will acknowledge receipt within one (1) business day. RailPros will review and respond to City within five (5) business days with questions, requests for clarifications, or comments noting design issues or safety concerns based upon the specific railroad criterium for each submittal or resubmittal of the design. The City will inform the RailPros Real Estate Specialist of interruptions to the permit schedule after the initial RailPros review.

Once the design and application meet the specific railroad standards, RailPros will formally file the application on the City’s behalf. City will be responsible for paying all application and license fees to the railroad, unless specifically requested by City. RailPros will track the application process with the railroad and will notify the City of the progress on a regular basis.

Page 3 of 3 ends

15265 Alton Parkway, Suite 140
Irvine, CA 92618
P: (714) 734 - 8765 F: (714) 734 - 8755
www.railpros.com
Should the City request RailPros to pay for any application fees, they will be billed to the City plus 5% handling charge and identified on the RailPros invoice. City will be invoiced monthly for the services rendered per the attached Fee Schedule.

RailPros Activities
• Preliminary review of railroad permit requirements (front-end review) • Engineering review of utility crossings
• Submittal of full applications to railroads
• Tracking and monitoring of the application status
Task Deliverables
• Preliminary review comments of railroad permit requirements (front-end review) • Engineering review comments of utility crossings
• Utility application submittals
IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate (each of which shall constitute an original) as of _______________.

CNS ENGINEERS, INC.
(PRIMARY CONSULTANT)
____________________________________
Title:________________________________
Date:________________________________
RAILPROS, INC.
(SUBCONSULTANT)
____________________________________
Karen Hankinson, PE, TE
Title: Vice President
Date: November 18, 2022

CITY OF VERNON (CLIENT)
____________________________________
Title:________________________________
Date: ________________________________
Local Assistance Procedures Manual
Date:

RailPros, Inc.

DIRECT LABOR Hourly Rate
Range Hours Total
30 @ $ 87.50 $ 2,625.00
8 @ $ 108.00 $ 864.00
0 @ $ 75.04 $ -
0 @ $ 40.00 $ -
4 @ $ 29.00 $ 116.00
@- $ - $
@- $ - $
Total Direct Labor Costs (DLC)
Rate Total
* %
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * % *
General and Administrative (G&A) * % *
Total (* Combined FB, OH and G&A) 150 % 5,588.65 $
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % 931.44 $
Fee (DLC+FB+IC)
UTILITY DESIGN REVIEW AND PERMITTING SERVICES Total Crossings $1,550 2
$1,000 2

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding $ -

2. Plotting $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) 0 miles/trip; 0 trips - $

4. Overnight Deliveries $ -

5. Video Survey $ -
Total Other Direct Costs

SUBCONTRACTOR COSTS
Total Cost
Hourly Rate
Classification Name (2022)
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No.:

Caltrans EA No.: 11/18/2022
Project Name: Atlantic Blvd. Bridge over the Los Angeles River Consultant:

Admin S. Schaubert
Subtotal Direct Labor Costs
Project Manager C. Murdie
Engineer R. Williams
Engineer L. Russell
Sr. Traffic Engineer K. Hankinson
$ 15,345.86 ADDITIONAL AUTHORIZATION REQUESTED FOR TOTAL COST TO COMPLETE AND AMENDMENT No. 8:
$ -
$ 5,588.65
$ 931.44
$ -
$ 15,345.86
$ 3,100.00
$ 2,000.00
Total Cost $ 5,100.00
Filing and Tracking of Railroad Application for Utility Crossing Permit
Initial Engineering Review of Client's Print/Plan and Profile for Crossings
Per Crossing
Anticipated Salary Increases (3.35%) (Escalation)
Per Crossing
$ 3,605.00
$ 120.77
$ 3,725.77

FRINGE BENEFITS
Atlantic Boulevard Bridge, Amendment 1
City of Vernon, Los Angeles County 1
Scope and Cost for
NEPA/CEQA Services
Atlantic Boulevard Bridge over Los Angeles River
Amendment 2
November 8, 2022
Project Understanding:

GPA Consulting (GPA) is currently assisting the City of Vernon (City) to prepare supplemental Section 106 studies in coordination with the State of California Department of Transportation (Caltrans) for the improvements to the Atlantic Boulevard bridge over the Los Angeles River.

The project is entering into the right of way phase and fining up final PS&E. GPA anticipates that a revalidation will be required by Caltrans to address any project changes. The following amendment provides a Caltrans revalidation process. GPA does not anticipate updates to the technical studies that were completed by GPA. Depending on the right of way requirements a updated ISA may be needed.

Revalidation:

Task A: Environmental Re‐validation to address project changes and entering into the next project phase A NEPA Revalidation is required by Caltrans when a project advances to the next phase (i.e.

Right of Way or Construction), when a period of three years or more has passed since the NEPA document was approved, or when changes have been made to the project which are substantial enough to require additional documentation.

In 2023, the project will advanced to the next major federal approval, triggering the need for a Re-validation to confirm whether or not the 2018 CE/CE determination remains valid. GPA, at the request of the CNS to prepare a Re-validation for the Atlantic Boulevard Bridge in order to obtain approval from Caltrans and secure construction programming of the segment. GPA coordinated closely with the Project Team and Caltrans, participating in design reviews and conducting a plan checks to ensure all project updates are included in the Re-validation for Caltrans approval.

Deliverables: One electronic copy of the Re‐validation
Assumptions:

A revalidation is the appropriate NEPA document. If Caltrans requires new technical studies or new CE or EA, GPA will provide a scope and cost.

Local Assistance Procedures Manual
Date:

GPA Consulting
DIRECT LABOR Hourly Rate
Range Hours Total
2 @ 99.00 $ 198.00 $
20 @ 51.68 $ 1,033.60 $
40 @ 40.87 $ 1,634.80 $
8 $ 534.80 66.85 $
4 @ 52.88 $ 211.52 $
8 @ 34.62 $ 276.96 $
4 @ 57.69 $ 230.76 $
8 @ 38.46 $ 307.68 $
4 @ 52.88 $ 211.52 $
32 @ 28.85 $ 923.20 $
Total Direct Labor Costs (DLC)
Rate Total
* %
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * % *
General and Administrative (G&A) * % *
Total (* Combined FB, OH and G&A) 130.65 % 7,267.85 $
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % 1,283.07 $
Fee (DLC+FB+IC)

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding

2. Plotting

3. Transportation / Travel (Mileage will be IRS standard rate.) - $

4. Misc (parking, copies, delivery, etc.) - $
Total Other Direct Costs

SUBCONTRACTOR COSTS
Markup on Subcontractors (0%)
TOTAL COST $ 14,113.76
$ -
$ 7,267.85
$ 1,283.07
$ -
Anticipated Salary Increases (0%) (Escalation) - $
$ 5,562.84

FRINGE BENEFITS
$ -
Project Name: Atlantic Blvd. Bridge over the Los Angeles River Consultant:

Hourly Rate
Classification Name (2022)
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No.: 5319 (010)
Caltrans EA No.: 0793210L 11/9/2022
Sr. Associate Arch Historian
Associate Arch Historian
Env Planner Alissa Riley Vera
Jenna Kachour
Audrey von Ahrens
Sr. GIS Analyst Martin Rose
Principal Env Planner
Sr. Env Planner
Associate Env Planner
Sr. Biologist
Associate Biologist
Sr. Associate Biologist
Richard Galvin
Subtotal Direct Labor Costs 5,562.84 $
Catherine Saint
Meagan Flacy
Marieka Schrader
Manju Venkat
Victoria Masjuan
City Council Agenda Item Report
Submitted by: Adriana Ramos
Submitting Department: Public Utilities
Meeting Date: December 20, 2022

SUBJECT
Purchase Order with ChargePoint, Inc.

Recommendation:

Approve the issuance of a Purchase Order with ChargePoint, Inc., in an amount not-to-exceed $827,758.85, to procure Direct Current Fast Chargers for electric vehicles.

Background:

On July 19, 2022, City Council approved a Master Services and Subscription Agreement with ChargePoint, Inc. (ChargePoint) to procure Direct Current Fast Chargers (DCFC) for electric vehicles. Vernon Public Utilities (VPU), in partnership with Tesla, proposed to pilot test a public electric vehicle (EV) charging station that offered EV drivers access to Tesla Superchargers and ChargePoint chargers. Since Tesla’s electric vehicles make up more than 75% of the EV market share, the charging site must support a wide variety of electric manufacturers, including Tesla. Vernon selected ChargePoint, as they are the primary EV charging company operating globally in every segment. They are the world’s largest and most open EV charging network. ChargePoint’s EV chargers include cloud-based solutions which support an EV driver to identify the nearest public charger, pay with a credit card or by app, and allow VPU to proactively monitor usage to activate fee-setting, monitor trends on usage, and met compliance requirements.

Vernon is a member of Sourcewell, formally the National Joint Powers Alliance, which offers members cooperative buying contracts. The Agreement with ChargePoint is exempt from competitive bidding in accordance with the Vernon Municipal Code (VMC) Section 3.32.110(A) (5), which provides an exemption “for services that can be purchased in cooperation with public agencies, associations or when supplies, equipment or services can be purchased from a vendor offering the same prices, terms and conditions as in a previous award from the City or another public agency either by competitive bid or through a negotiated process.” Accordingly, the Agreement is exempt from competitive selection pursuant to VMC Section

3.32.110(B)(1).

Following the approval of the Master Services and Subscription Agreement with ChargePoint VPU purchased an initial allotment of ten (10) DCFC. VPU is now pursuing the purchase an additional ten (10) DCFC from ChargePoint to maintain the proposed construction timeline set with Tesla and to support an additional pilot site to be located on the opposite end of the City from the first proposed pilot location, as a second site will help to further facilitate EV adoption, increasing visibility of charging options and building consumer confidence.

Staff recommends approval of a Purchase Order with ChargePoint, in an amount not to exceed $827,758.85, to procure additional DCFC chargers for electric vehicles. VPU plans to use Public Benefit Funds (PBF) to fund this project. PBF is money collected by the utility, which is required by state policymakers to ensure the utility develops programs and incentives to help its customers be energy efficient, promote change to reduce carbon emissions, provide offerings to low-income customers, and to spend on research and development projects such as VPU’s proposed publicly accessible EV charging stations. The revenue generated from the charging stations of both Tesla superchargers and VPU’s DCFC chargers is expected to pay for the cost of the project after a few years.

Fiscal Impact:

Sufficient funds for the proposed purchase not-to-exceed $827,758.85 are available in the VPU, Electric Fund, Energy Management Public Benefit Program Rebate Account No. 055.7200.596702 for the current fiscal year. AB 1890 Revenues will cover 100% of the costs to procure Direct Current Fast Chargers for electric vehicles.

Attachments:

1. ChargePoint, Inc. Quote
Quotation
Driving a Better Way™
chargepoint.com \i2\
Sales Representative: Tony Chang Quote Number: Q-224886-1 E-Mail: [email protected] Date: 12/8/2022
Telephone: Expires On: 1/1/2023
Primary Contact: Margie Otto
Bill To Address

\i1\
Margie Otto
City of Vernon
4305 Santa Fe Ave
Vernon California 90058
United States
Ship To Address

\i1\
Margie Otto
City of Vernon
4305 Santa Fe Ave
Vernon California 90058
United States
[email protected]
+16269937712
Pricing as per Sourcewell #042221-CPI
Product Name Product Description Qty List Price Disc% Unit Price Total Price CPE250-TOOLKIT-F CPE250 Tool Kit 1 USD 0 0 USD 0 USD 0
DC-UNIVERSAL-CMTMETRICRequired metal bracket to
align conduits and mounting
bolts for DC power delivery
products when cable entrance
is from below. This bracket
is to be installed into the
foundation before the concrete
pad is poured. Metric Units.

Required for CPE250 and
PDD series.
10 USD 0 0 USD 0 USD 0
CPE250-ASSURE-5 5 prepaid years of ChargePoint
Assure for CPE250 station.

Includes Parts and Labor
Warranty, Remote Technical
Support, On-Site Repairs
when needed, Unlimited
Configuration Changes, and
Reporting.
10 USD 16,275 0 USD 16,275 USD 162,750
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 1 of 4 ends

Product Name Product Description Qty List Price Disc% Unit Price Total Price CPE250-

INSTALLVALID
Customer works with their
own contractor to perform all
construction up to the point
where the stations can be
bolted down and connected.

ChargePoint will then engage
an authorized ChargePoint
Partner to install the station
on the prepared site and
perform a Site Validation.

This includes validating
that the electrical capacity,
transformers, panels, breakers,
wiring, cellular coverage
and station installation all
meet ChargePoint published
requirements and local
codes. Upon successful Site
Validation, the customer will
be eligible to obtain warranty
coverage under a ChargePoint
Maintenance plan, sold
separately. Note, a failed
Site Validation will incur a
second validation fee to repeat
the validation after the site
deficiencies are corrected.

Priced per CPE250 station.
10 USD 3,500 0 USD 3,500 USD 35,000
CPE250C-625-CCS1-
200A-CHD-CHIP
ChargePoint Express 250
Station (62.5 kW) - includes
Express 250 Station, 2x Power
Modules, 1x CCS1 200A
cable, 1x CHAdeMO cable,
North America Modem/SIM,
cUL and UL listed, requires

UNIVERSAL-CMT-METRIC,
not included. Includes
integrated EMV Chip Reader
terminal.
10 USD 54,520 5 USD 51,794 USD 517,940
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 2 of 4 ends

Product Name Product Description Qty List Price Disc% Unit Price Total Price CPCLD-ENTERPRISEDC-5Enterprise Cloud Plan
subscription with advanced
station management features
such as: Custom Video
uploads, and Automatic
Software Updates, driver and
fleet management features
including: Access Control
and Pricing & Automatic
Payment Collection, as well
as advanced energy and
power management features
which include: Time of Use
Power Sharing and Energy
Management APIs. Realtime dashboards and reports
provided for applicable features
including 15 min meter data
readings and associated
advanced energy reports.
10 USD 4,799 0 USD 4,799 USD 47,990
CPSUPPORT-ACTIVE Initial Station Activation &
Configuration Service includes
activation of cloud services and
configuration of radio groups,
custom groups, connections,
access control, visibility control,
pricing, reports and alerts. One
time initial service per station.
10 USD 349 0 USD 349 USD 3,490
Quote Total: USD 767,170.00
Estimated Tax: USD 53,088.85
Shipping Fee: USD 7,500.00
Grand Total: USD 827,758.85
Quote Acceptance
+ Invoices are Net 30 from invoice date.
+ Each Assure and Cloud Services subscription that you purchase for a Charging Station will commence ninety (90) days from the date the Charging Station associated with that subscription is shipped to you and will last for the subscription length selected in the applicable order.
+ All pricing is confidential between Customer and ChargePoint. + All prices are FCA ChargePoint warehouse(s).
+ Customer to be invoiced at time of shipment.
+ Sales tax in applicable states and shipping costs will be applied to this quote at time of invoicing. + Credit Checks are required for new customers.
+ Pricing does not include installation or mounting services unless specifically quoted above. + Additional Purchase Terms and Conditions can be found at http://www.chargepoint.com/termsandconditions + Additional terms and conditions for ChargePoint Assure can be found at http://www.chargepoint.com/legal/assure + Purchaser confirms that the shipping and billing information provided in the Quotation is accurate for ChargePoint’s shipping and invoicing purposes.
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 3 of 4 ends

By signing this quote I hereby acknowledge that I have the authority to purchase the product detailed on this document on behalf of my organization. Furthermore, I agree to the above terms and conditions and that this signed quote shall act as a purchase order.

Signature : \s1\ Title : \t_1\
Name (Print) : \FN_1\ Date : \d1\
Company Name : \CompanyName_1\
Accounts Payable Contact Name : \AccountPayableContactName_1\ Accounts Payable Contact E-Mail : \AccountsPayableContactEmail_1\ Requested Ship Date : \dsrequestedshipdate_1\
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 4 of 4 ends

Revised 10.25.21 1

TERMS AND CONDITIONS OF PURCHASE

1. Placement of Orders.

A. Purchase of Charging Stations. The terms of these Terms and Conditions of Purchase (“Terms”) govern the Company’s purchase of Charging Stations from the applicable ChargePoint entity as defined in section 7(G) below (“ChargePoint”). Company’s purchase of Charging Stations (including, without limitation, any purchase of an extended Assure Warranty) made by Company shall be made by binding, written purchase order specifying the number and model of Charging Station(s) desired to be purchased, requested delivery schedule (which, absent agreement between the parties, shall be a date that is no less than sixty (60) days after the date of the purchase order), any extended Assure Warranty being purchased and that Company’s purchase of Charging Stations is subject to all of the terms and conditions contained in these Terms. Any additional printed terms and conditions in Company’s purchase order conflicting with, varying or adding to the terms and conditions of these Terms, shall be of no force and effect, unless the parties hereto agree in writing, in advance, to accept such terms and conditions.

B. Acceptance of Purchase Orders. All purchase orders and modifications to purchase orders are subject to acceptance or rejection by ChargePoint in its sole discretion. No purchase order shall be binding upon ChargePoint unless and until so accepted in writing by ChargePoint. ChargePoint agrees to use commercially reasonable efforts to notify Company of its acceptance or rejection of Company's order within ten (10) business days after receipt thereof. Any purchase order accepted by ChargePoint is referred to in these Terms as, an “Accepted Order.” Accepted Orders are non-cancelable, non-returnable and non-refundable.

C. Refusal of Purchase Orders. ChargePoint may withhold shipments to Company if Company has exceed its applicable credit limit, if any, and not provided for prepayment, is in violation of its payment obligations or otherwise is in material breach of these Terms.

D. Stations Require Subscription to SaaS Offerings. The Charging Stations are designed to work with ChargePoint’s cloud-based application services (“SaaS Offerings”). Access to SaaS Offerings requires Company to enter into a Master Services and Subscription Agreement with ChargePoint.

2. Delivery
A. Shipping Costs; Terms. All shipping, unless otherwise agreed to by the Parties in writing, shall be FCA ChargePoint’s warehouse.

Company shall be responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated with shipment of the Charging Stations to Company. All shipping dates are approximate and are based upon prompt receipt of all necessary information from Company. In no event shall ChargePoint be liable for any costs related to delay in delivery of the Charging Stations.

Company's sole remedy for any material delay in delivery of the Charging Stations shall be cancellation of the order.

B. Transfer of Title. Delivery of the Charging Stations to Company shall be completed upon delivery of the Charging Stations to Company's freight forwarder. Risk of loss and damage to the Charging Stations shall pass to Company upon the delivery of such Charging Stations to such freight forwarder. ChargePoint shall use commercially reasonable efforts to deliver Charging Stations ordered by Company on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to ChargePoint within twenty (20) days of the passing of risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released.

C. Substitutions. ChargePoint shall have the right to make substitutions and modifications to Charging Stations and in the specifications of Charging Stations to be delivered under the terms of any applicable purchase order, provided that such substitutions or modifications will not materially affect overall Charging Station form, fit, function or safety specifications.

3. Invoicing and Payment
A. Invoicing. Unless otherwise agreed in writing by the Parties, ChargePoint shall issue an invoice to Company on or after the date it ships the ordered Charging Stations; provided that, ChargePoint may condition its acceptance of a purchase order on such credit and/or prepayment terms as ChargePoint, in its reasonable discretion, determines appropriate due to, among other things, Company’s prior payment history and/or the size of the order. In the case of any change to the applicable credit and/or prepayment terms, no purchase order or acceptance thereof will be effective unless and until Company has consented in writing thereto. If Company causes a delay in delivery, ChargePoint may issue its invoice at any time on or after the scheduled delivery date. If Company has purchased an extended Assure Warranty and has chosen the annual payment option, ChargePoint will invoice each annual payment on the anniversary date of the Assure Warranty.

B. Payment Terms. ChargePoint will invoice Company at time of shipment of the Charging Stations. All invoices shall be paid within thirty (30) days of Company’s receipt thereof. Fees for Cloud Services subscriptions shall be invoiced at shipment of the Charging Stations to which such Cloud Services subscriptions relate, and on each anniversary date thereof. All invoices for Cloud Services subscriptions shall be paid within thirty (30) days of Company’s receipt thereof. Invoices not paid when due are subject to interest at the rate of one and onehalf percent (1.5%) per month or, if less, the highest rate allowed under applicable law. All non-credit shipments, or shipments in excess of Company’s available credit line, if any, shall be prepaid prior to shipment.

Revised 10.25.21 2
C. No Right of Set-Off; No Right of Return. Invoiced amounts are not subject to reduction by set-off or otherwise without the express written permission of ChargePoint. All sales are final and Company shall have no right of return, provided, that, ChargePoint shall comply with its obligations under the Warranty (as defined below).

D. Taxes, Duties, Etc. All amounts due to ChargePoint under these Terms and/or any applicable purchase order are net of any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees and charges of any nature (collectively, “Taxes”) imposed by the United States, Canada or any foreign, state or local governmental entity, country or regional authority, or instrumentality thereof on the purchase, shipment, use or sale of the Charging Stations by or to Company, other than taxes measured by ChargePoint's income, corporate franchise, or personal property ownership. Where applicable, ChargePoint shall bill Company for the full amount of such taxes and shall include such amount as a separate line item on the invoice(s) sent to the Company; provided that, ChargePoint’s failure to so bill the Company shall not relieve Company from the obligation to pay any Tax described in this Section 3.D.

E. Payment Currency. All amount payable under these Termsshall be paid in United States dollars or if Company is located in Canada, Canadian dollars. If Company is located outside of the United States, Company agrees to take all necessary actions required, including registration of these Terms and application for permission to make payments to ChargePoint hereunder, with the appropriate government authorities in the Company’s jurisdiction, or such other institution or official, and to take such other measures as may be necessary to comply with any government currency controls in effect in Company's jurisdiction, as soon as reasonably practicable after execution of these Terms.

Company shall remit payment to ChargePoint, at Company’s option (i) via wire or ACH transfer to an account designated by ChargePoint in writing from time to time or (ii) by check, made out to ChargePoint, Inc.

F. All Orders Subject to Credit Approval. All orders are subject to credit approval by ChargePoint. The amount of credit or terms of payment may be changed or credit withdrawn by ChargePoint in its reasonable discretion without advance notice. ChargePoint may, in its discretion, withhold further manufacture, performance or shipment; require immediate cash payments for past and future shipments or performance; or require other security satisfactory to ChargePoint before further manufacture, performance or shipment is made; and may, if shipment has been made, recover the goods from the carrier pending receipt of such assurances.

G. Provisions Relating to Shipments in Lots. If these terms require or authorize delivery of goods in separate lots, shipments or milestones to be separately accepted by Company, Company may only refuse such portion of a lot, shipment or milestone that fails to comply with the requirements of these terms. Company may not refuse to receive any lot or portion thereof for failure of any other lot or portion or a lot to be delivered or to comply with these terms, unless such right of refusal is expressly provided for on the face hereof. Company shall pay for each lot in accordance with the terms hereof. Products held for Company are at Company’s sole risk and expense.

H. Prices do not include Freight, Etc. Except to the extent expressly stated in these terms, ChargePoint’s prices do not include any freight, storage, insurance, taxes, excises, fees, duties or other government charges related to the goods, and Company shall pay such amounts or reimburse ChargePoint for any amounts ChargePoint pays. If Company claims a tax or other exemption or direct payment permit, it shall provide ChargePoint with a valid exemption certificate or permit and indemnify, defend and hold ChargePoint harmless from any taxes, costs and penalties arising out of same. ChargePoint’s prices include the costs of its standard domestic packing, only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, Company should consult with ChargePoint’s sales offices. Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates or classification included as part of these terms, shall be for Company’s account.

I. Disputes. In the event Company disputes any portion or all of an invoice, it shall notify ChargePoint in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of the invoice. The undisputed portion shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to ChargePoint.

J. Remedies upon Payment Default. Upon Company’s default of these terms, ChargePoint may, in addition to any other rights or remedies it may have at law or otherwise, subject to any cure rights of Company, declare the entire balance of Company’s account immediately due and payable or foreclose any security interest in the goods delivered. If any unpaid balance is referred for collection, Company agrees to pay ChargePoint, to the extent permitted by law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, play any court costs or expenses incurred by ChargePoint, and any finance charges accrued on any unpaid balance owed by Company.

K. Suspended Shipments. ChargePoint reserves the right to suspend further shipments of goods if Company is over thirty (30) days late in payment of an undisputed invoice. ChargePoint reserves the right to terminate the order if Company is over sixty (60) days late in payment of an undisputed invoice

4. Installation
Company shall be responsible for arranging for the installation and provisioning of the Charging Stations and for the costs thereof.

At Company’s request, ChargePoint may provide the names and contact information of one or more installers of Charging Stations; provided Revised 10.25.21 3
that, in providing such information ChargePoint makes no representation or warranty of any kind, nor does it undertake any liability, with respect to or regarding the quality of any installation or other services performed by any such installer. EXCEPT AS SPECIFICALLY

AGREED TO IN WRITING, CHARGEPOINT IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR, THE QUALITY OF ANY INSTALLATION SERVICES OR ANY CLAIM IN ANY WAY RELATING TO OR RESULTING FROM SUCH SERVICES.

5. Warranties/Limitation of Liability
A. Warranty. The Charging Station is covered by the terms of ChargePoint’s standard parts only product Warranty (the “Warranty”), which will expire on one year from the date of installation. All applicable warranties with respect to the Charging Station are set forth in the Warranty, and are hereby incorporated by reference into these Terms.

B. Post-Warranty Maintenance. Company acknowledges and agrees that in order to obtain warranty and/or other maintenance services for the Charging Stations after expiration of the Warranty, Company must purchase extended warranties and/or maintenance agreements directly from ChargePoint.

C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, CHARGEPOINT MAKES NO

WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE CHARGING STATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CHARGEPOINT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT

LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CHARGING STATIONS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHARGEPOINT DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF CHARGING STATIONS.

D. Limitation of Liability.
i. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL CHARGEPOINT BE LIABLE TO COMPANY

FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS

OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ii. COMPANY’S SOLE REMEDY FOR ANY BREACH BY CHARGEPOINT OF ITS OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT CHARGEPOINT’S OPTION, REPAIR OR REPLACEMENT

OF THOSE CHARGING STATIONS TO WHICH SUCH BREACH IS APPLICABLE OR REFUND BY CHARGEPOINT OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING CHARGING STATIONS.

E. Warranty Exclusions. The Warranty set forth in these Terms is subject to certain exclusions as more fully set forth in the Warranty.

COMPANY HAS BEEN INFORMED AND UNDERSTANDS THAT, IN THE EVENT ANY SUCH EXCLUSION BECOMES

APPLICABLE, ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THESE TERMS SHALL IMMEDIATELY BECOME NULL AND VOID.

F. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 5 ARE COMPANY’S SOLE AND EXCLUSIVE

REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES COMPANY MAY HAVE AGAINST CHARGEPOINT WITH RESPECT TO NONCONFORMANCE OF THE CHARGING STATIONS.

6. Intellectual Property
A. Restrictions on UseCompany shall not: (i) create derivative works based on the Charging Stations, (ii) copy, frame or mirror any part or content of the Charging Stations, (iii) reverse engineer any Charging Station, or (iv) access the Charging Stations for any improper purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service, or (B) copy any features, functions, interface, graphics or “look and feel” of the Charging Stations.

B. Ownership of Intellectual Property All right, title and interest in and to any intellectual property related in any way to the Charging Stations is, and shall remain, the exclusive property of ChargePoint. For these purposes, the term “intellectual property” shall mean, all of a party’s patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of these Terms.

Revised 10.25.21 4

7. General
A. Attorneys’ Fees. If any action at law or in equity is necessary to enforce the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which the prevailing party is otherwise entitled.

B. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such party.

C. Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect such party’s full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

D. Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

E. Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their successors, executors or administrators, provided, however, that neither ChargePoint nor Company may assign or delegate these Terms or any of its licenses, rights or duties under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party in its reasonable discretion; provided, however, that Company and ChargePoint shall each be entitled to assign these Terms to an affiliate or to its successor in interest by way of merger, acquisition of substantially all of the assets of assignor or any similar event (collectively, “Acquisition Transactions”); and provided further, however, that notwithstanding any Acquisition Transaction, Company shall not assign these Terms to any competitor of ChargePoint without ChargePoint’s prior written consent, in its sole discretion. Any attempted assignment in violation of this provision shall be void.

F. Notices. Any notice, request, demand or other communication by the terms hereof required or permitted to be given by one part to the other shall be given in writing by email with confirmation of receipt, certified or registered mail, return receipt requested, fax or courier addressed to such other party or delivered to the address for each party set forth below their respective signatures, or at such other fax, email address or office address as may be given from time to time by either of the parties.

G. Governing Law, Jurisdiction and Dispute Resolution. The ChargePoint entity entering into this Agreement, the address to which Company should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be determined according to where Company is domiciled:

If Company is
domiciled in:

The ChargePoint
Entity entering
into this
Agreement is:

Notices should be
addressed to:

Governing law is: Place of
jurisdiction:

Forum:

The United States of
America
ChargePoint, Inc., a
Delaware
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda Ave
Campbell, CA
95008
California and
controlling United
States federal law
Santa Clara,
California, U.S.A.

Judicial Arbitration
and Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British Columbia
corporation
TBD British Columbia
and controlling
Canadian federal
law
Vancouver, British
Columbia, Canada
ADR Institute of
Canada
This Agreement, and any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Revised 10.25.21 5
Except with respect to any matter relating to Company’s violation of the intellectual property rights of CHARGEPOINT, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CHARGEPOINT, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.

Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief. .

H. Entire Agreement. These Terms and the attachments hereto constitute the entire agreement between the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. These Terms shall not be modified unless done so in a writing signed by an authorized representative of each party.

I. English Language Agreement Governs. Where ChargePoint has provided Subscriber with a translation of the English language version of this Agreement, Company agrees that the translation is provided for Subscriber’s convenience only and that the English language version of this Agreement governs Company’s relationship with ChargePoint. If there is any conflict between the English language version of this Agreement. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

City Council Agenda Item Report
Submitted by: Veronica Petrosyan
Submitting Department: Health and Environmental Control Department Meeting Date: December 20, 2022

SUBJECT
Services Agreement with Sespe Consulting, Inc. (Sespe)
Recommendation:

A. Find it in the best interest of the City to award a Services Agreement directly to Sespe without a competitive selection process pursuant to Vernon Municipal Code Section

3.32.110 (B)(2) and (B3); and
B. Approve and authorize the City Administrator to execute a Professional Services Agreement with Sespe Consulting, Inc., in substantially the same form as submitted, for the purpose of conducting an odor study, for a total not-to-exceed $180,000 for a threeyear term.

Background:

Rendering is, for the most part, a fully sustainable process of repurposing material that would otherwise be discarded. It is a process that converts animal byproducts (out-of-date supermarket meat stock and animal remains) which are generally not allowed in landfills, into repurposed materials such as grease, tallow, and meat meal. Rendering facilities accept the materials, recycle them, and complete their processing to produce finished products such as biofuels, renewable diesel, plastics, fertilizers, paints, candles, animal feed, pet food, lubricants, soap, cosmetics, and fertilizer. Rendering recycles organic materials to a usable end-product and is essentially carbon-negative, avoiding at least 90% of potential greenhouse gas emissions compared with industrial composting. Although rendering has a positive environmental impact and is one of the most sustainable practices, odor causing byproducts can be created in the process resulting in odor emissions from facilities. Such bad odors either from rendering operations or other businesses can be a nuisance for community members.

The California Department of Food and Agriculture and the South Coast Air Quality Management District (AQMD) regulate and inspect rendering and other businesses to ensure compliance with emission and health standards. The predominant regulation for odor emission is AQMD Rule 415, which requires facilities that conduct rendering of animals and animal parts to operate odorous processes within either a permanent total enclosure or a closed system to reduce potential odors in nearby communities.

For years residents, business owners, and community members in the Southeast Los Angeles region have filed concerns with AQMD regarding odor issues. Recent demands for action received by AQMD from city, county, and state officials have highlighted the need for the City to take immediate action regarding odor concerns being attributed to businesses located in Vernon. Accordingly, the City commissioned Sespe Consulting, Inc. (Sespe) to initiate an Odor Assessment Project that identifies and quantifies odor emissions in Vernon, with the ultimate goal of developing an odor mitigation plan and enforcement mechanism.

Sespe has evaluated potential technical approaches to measuring and monitoring odors, along with recommendations, and on December 5, 2022, provided the City with their findings, recommendations, and a detailed scope of work to conduct an odor study in Vernon. The study will comprehensively demonstrate that the City has evaluated odors in the community separate from, and in more detail than, the analysis completed by SCAQMD for Rule 415 and inform the City of the development of a local ordinance to specifically regulate odor nuisance and associated complaints.

Due to the complexity of assembling subject matter experts to develop and conduct a compelling odor study, staff recommends that the City Council find it in the best interest of the City to award the service contract directly to Sespe without a competitive selection process pursuant to Vernon Municipal Code (VMC) Section 3.32.110 (B)(2) and (B3). The Department of Health and Environmental Control has been working with Sespe Consulting, Inc (Sespe) for over one year on various environmental remediation projects, whereby Sespe has demonstrated great technical knowledge and has licensed professionals in various disciplines that are required to conduct the odor study for the City. Moreover, Sespe and its parent entity, Trinity Consultants, have subject matter experts in the area of odor, uniquely suited to the City’s study objectives. Pursuant to VMC Section 3.32.040, City Council approval is required as the proposed Services Agreement exceeds $100,000.

The proposed Services Agreement with Sespe has been reviewed and approved by the City Attorney's Office.

Fiscal Impact:

Funds for conducting the odor study were not included in the Fiscal Year 2022-23 budget, however the Department will request a mid-year budget adjustment to allocate the necessary funding for FY 2022-23. Sufficient funds will be budgeted accordingly in subsequent fiscal years in the General Fund, Health Department, Technical Professional Services Account No. 011.1060.595200.

Attachments:

1. Sespe Services Agreement

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND SESPE CONSULTING, INC. TO CONDUCT AN ODOR ASSESSMENT AND RELATED

SERVICES

COVER PAGE
Contractor: Trinity Consultants, Inc. dba Sespe Consulting, Inc.

Responsible Principal of Contractor: John Hecht, P.E. Principal Consultant Notice Information - Contractor: Trinity Consultants, Inc. dba Sespe Consulting, Inc. 3990 Old Town Avenue, Suite A203
San Diego, CA 92110
Attention: Brian G. Anderson, P.G, R.G., L.H.G
Telephone: (619) 894-8669
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Freddie Agyin,
Director of Health and Environmental Control
Telephone: (323) 826-1448
Commencement Date: December 20, 2022
Termination Date: December 19, 2025
Consideration: Total not to exceed $180,000 (includes all applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 Services Agreement with Sespe Consulting, Inc.

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND SESPE CONSULTING, INC. TO CONDUCT AN ODOR ASSESSMENT AND RELATED SERVICES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Sespe Consulting, Inc., 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 December 20, 2022.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the Contractor's proposal to the City ("Proposal") dated December 6, 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 December 20, 2022, and it shall continue until December 19, 2025, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor 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. For satisfactory and timely performance of Services Agreement with Sespe Consulting, Inc.

the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $180,000 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 “B,” 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 Services Agreement with Sespe Consulting, Inc.

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.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

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

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 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. City shall cooperate with Contractor 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.

8.0 COORDINATION OF SERVICES. Contractor agrees 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 professional negligence, 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 Services Agreement with Sespe Consulting, Inc.

claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor 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. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate 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 directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, Services Agreement with Sespe Consulting, Inc.
injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of at least $2,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(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 directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vi. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed 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. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor 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 Services Agreement with Sespe Consulting, Inc.

rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; 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 Contractor, by way of set-off or recoupment from any sums due to Contractor.

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 Services Agreement with Sespe Consulting, Inc.

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.

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. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Services Agreement with Sespe Consulting, Inc.

Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations 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 any exhibits attached hereto, 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.

Services Agreement with Sespe Consulting, Inc.

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

11.11.6 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: Freddie Agyin,
Director of Health and Environmental Control
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Trinity Consultants, Inc. dba Sespe Consulting, Inc.

Attention: Brian G. Anderson, P.G., R.G., L.H.G
3990 Old Town Avenue, Suite A203
Services Agreement with Sespe Consulting, Inc.

San Diego, CA 92110
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.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City 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 to Contractor. 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 amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service Services Agreement with Sespe Consulting, Inc.

of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

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 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five Services Agreement with Sespe Consulting, Inc.

dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

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. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. [Signatures Begin on Next Page].

Services Agreement with Sespe Consulting, Inc.

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 R. Fandino, JR. City Administrator

Sespe Consulting, Inc., a California
corporation
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
Services Agreement with Sespe Consulting, Inc.

EXHIBIT A

CONTRACTOR'S PROPOSAL
City of Vernon - Sespe-Trinity Odor Assessment.docx 1
3990 Old Town Ave, Suite A203 • San Diego, CA 92110
Office (619) 894-8669 • Fax (805) 667-8104
December 6, 2022
Freddie Agyin, MA, REHS ([email protected])
City of Vernon
Health & Environmental Control Department
4305 S. Santa Fe Ave
Vernon, CA 90058
RE: Odor Study Workplan
Freddie Agyin:

Thank you for the opportunity to provide the following proposed workplan to provide odor consulting services to the City of Vernon (City. The scope of work presented herein includes specific background on odor assessment methodology, as well as a discussion of potential analytical approaches that may be employed to support the assessment.

Based on our October 25, 2022 discussion, we understand that a number of rendering facilities (Black Diamonds on Figure 1 below) have been the focus of scrutiny based on odor complaints filed with the City and the South Coast Air Quality Management District (AQMD). Further, AQMD Rule 415 is focused on addressing odor concerns from rendering facilities by requiring best practices. Within the City, there are a number of potential odor generating facilities as shown Figure 1.

These facilities are valued business partners within the City, and it is important that each maintains compliance with AQMD Rule 415 and other applicable district rules and City code. Accordingly, the City is committed to working with the facility operators to ensure odors are effectively managed, while developing a greater understanding of best practices to mitigate odors in the community. With this goal in mind, the City requested three study options that consider a mix of possible odor related technical support services. The primary objectives of the study would be as follows:
• Demonstrate that the City has evaluated odors in the community separate from, and in more detail than, the analysis completed by SCAQMD for Rule 415.
• Inform the development of a local ordinance to specifically regulate odor and associated complaints.

1.0 ODOR ASSESSMENT METHODS
For background, there are two ways to quantify and analyze odors from a facility: ambient odor field measurements and on-site odor source sampling. These methods are described, along with the pros and cons of the different approaches in Table 1. Based on our evaluation of each of these methods, and in consideration of the objectives of the study, Sespe recommends the following tasks.

Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 2

1.1 Ambient Odor Field Measurements
Ambient odor field measurements are collected by trained assessors, pre-screened for odor sensitivity. The assessors use the Nasal Ranger® field olfactometer. An olfactometer allows us to measure numerical strength of the odor. In addition to odor strength, odors will be characterized using the “FIDOL” principles:

Frequency – how often the odor impacts occur.

Intensity – the relative odor strength (faint to overwhelming).

Duration – the length of time for a given odor event.

Offensiveness – the character or description of the odor.

Location – mapping impact and identifying other off-property contributing sources.

For consistency in qualifying the character of a specific odor, an odor descriptor wheel (Figure 1) is used to define the descriptors of possible scents. All odors will be recorded regardless of whether it is expected to emanate from a facility. Odor measurements will be collected over a period of multiple weeks and different times per day to capture different operational and meteorological conditions. Planned odor measurement locations and a schedule will be determined with the City. Nasal Ranger measurements cannot be done in precipitation or sub-freezing temperatures, so planned fieldwork will need to be rescheduled in the event of inclement weather. Odor assessors will adhere to best practices when conducting field work to ensure the data collected is of high quality and to avoid desensitization. A team of two assessors allows for the collection of simultaneous measurements, more data points, and duplicate results for quality; provides the ability to corroborate observations; and provides coverage for contingencies.

This task assumes ambient odor field measurements will be taken by two (2) individuals over a period of eight (8) days. Following the field work, a summary of the results will be prepared and provided to the City, which will include appendices containing the raw data, and other relevant information.

1.2 Odor Sampling and Modeling
Odorous emission points can be tested (similar to stack testing) directly from the emission point (stack, vent, etc.). Various techniques are used to collect samples depending on the type of source. For example, emissions from point sources such as a stack or fan can be collected in a Tedlar bag by inserting Teflon tubing into the vent stream and pulling a sample by vacuum using a vacuum chamber. Emissions from an area source such as a wastewater lagoon can be collected by using a flux chamber and forced air (high purity nitrogen) to induce a “flowrate” from the source. Once the flowrate is induced, vacuum sampling can occur in the same manner as with point sources. Odor air samples are sent to an odor laboratory and results are provided in terms of odor units. The odor laboratory can also provide other characteristics of the observed odor such as word descriptors, hedonic tone (i.e., “pleasantness” of an odor on scale of -10 most unpleasant to +10 most pleasant), etc. To yield meaningful results and to minimize sample degradation concerns, odor samples must be shipped overnight to the odor laboratory and processed within 30 hours of collection in accordance with international standard EN13725:2022.

The number of odor samples and locations for sampling is typically determined from pre-visit meetings between staff and site representatives. The objective is to determine the number of unique locations for odor emission and, conversely, where single odor samples can be used to extrapolate to similar sources. It also informs final equipment and laboratory costs needed for sampling. In scoping this work, we assume the following:

Odor sampling: 40 samples is assumed (i.e., 10 samples per site and 4 sites).

Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 3
Odor sampling: flux chamber apparatus will not be required and that a vacuum chamber and dilution probe can be utilized. Pre-sampling site visits involving two (2) personnel for ½ day each for all 4 sites will be completed to allow for planning.

Figure 1. Odor Descriptor Wheel
Numerical odor sample results can be used for dispersion modeling. Dispersion modeling allows for simulating different weather conditions over a 5-year period to evaluate the footprint/extent of odor impacts and frequency of odor impacts at locations where people live/work/complain about odor. The facilities being modeled need odor sample results to calculate odor emission rates for each source. Information about the source (exhaust parameters such as release height above ground, exhaust temperature, flowrate, and diameter/dimensions) and facility (building dimensions, property line) are used to digitize the facility. The USEPA model AERMOD and its preprocessors for meteorology and terrain will be used to model the facilities. For odorspecific modeling approaches, the Methodology for Modeling Assessments of Contaminants with 10 Minute Average Standards and Guidelines under O. Reg. 419/05, published by the Ontario Ministry of the Environment, Conservation and Parks in September 2016 will be used.

As noted in the above table, when odor samples are collected, air samples can also be collected for analysis by an analytical laboratory. These analytical results could be shared with a control company and can provide general information about the compounds emitted from the various processes at the facility. If these samples are collected (i.e., via summa canister), they should be collected on-property as close to the emission points as possible to minimize influence from background/off-property odors.

Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 4
Upon completion of the odor sampling and modeling, a technical memorandum will be prepared for review by the City, which will document the data collection efforts, present the dispersion modeling results, and describe our findings related to potential odor sources.

1.3 Supplemental Odor Assessment Tasks
As presented in Table 1, there are several additional methodological approaches that may further support the odor assessment, namely conducting site-specific investigations and implementing controls. Accordingly, we recommend the City proceed with these additional tasks as part of the overall workplan. Each of these are described in detail below. Moreover, to help establish a process to respond to and manage odor complaints, we have included as a separate task developing a standardized odor complaint process, which could be implemented by the City following completion of the sampling, analysis and modeling scope of work presented in this workplan.

Site Investigations. This task would be a full facility walk-through of each rendering site. Ahead of each site visit, site diagrams/aerial imagery and other pertinent information about the site would be requested from stakeholders. When on-site, audible, visual, and olfactory (AVO) observations regarding odors and odor sources would be recorded. Interviews with site personnel would be conducted to better understand odors and factors that may lead to odors during day-to-day and upset/episodic conditions. Adequacy of how well odors are captured/controlled either through qualitative of quantitative means would be a goal of this service which may include odor sampling to determine odor control effectiveness and/or a building envelope study to assess whether odors from activities occurring within a building/enclosure are escaping. Staff will be equipped with a carbon filter mask to avoid desensitization while at the facilities. Property line Nasal Ranger would be collected.

For this work, we assume the effort will require two (2) staff for one (1) day at four (4) rendering sites.

Following completion of the field portion of this task, the results of the site investigations will be documented in a study report that will list findings from the facility walk-throughs, as well as recommended actions that each facility could take to further mitigate existing odors. We envision the study report would be completed in consultation with City staff and the plant operators, with the goal to achieve general support from the regulated facilities.

Controls Review. This task involves working with an external odor control vendor to identify a chemical control solution (i.e., organic spray) to neutralize odors. This will require identification of key odorous sources, sampling of odorous sources (sent to an analytical laboratory) and tests run by the odor control vendor to confirm performance of a proposed chemical control solution for a given source or category of source at rendering facilities. Given our review and evaluation of potential candidate odor control methods and suppliers, a technical memorandum would be prepared that details the nature and type of odor controls identified, and our opinion as to efficacy of each type identified. This technical review could then be used by the City to recommend to odor sources preferred controls, which may be voluntarily adapted, or otherwise required as a permit approval condition, where relevant and applicable.

Odor Complaint Response Review. This task would review existing complaint response procedures, confirm the information collected and provide recommendations to standardize the complaint collection and response process. Guidance and training on how to follow up with complainants and including field procedures and methods. While this task does not address potential odors from a facility, it would provide a formal process for the City to follow, when odor complaints are received, as well as tracking and documenting responses and case closures. Here, we would prepare a written plan along with guidance, which would describe the procedures for logging in complaints, conducting follow up investigations and closing out each case.

Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 5
Table 1. Odor Assessment Methods
Assessment
Method Description Pros Cons
Photo
Ambient odor
field measurements
Measure odors at fence line
and/or in field at other facility
fence lines, where complaints
have occurred, etc. Use Nasal
Ranger Field Olfactometer to
measure odors.
+ Useful to investigate
complex environments
(many odor sources)
+ Can be used to follow
up on odor complaints
+ Anyone (City, sites,
consultants) can be trained
to do this work
- Can take time to
collect data and observe
during different weather
conditions
- Comingling of similar
sources may be difficult to
distinguish
- When site personnel
do this work, need to
address potential for
desensitization
Odor source
sampling, modeling
Similar to stack testing;
odorous air samples collected in
Tedlar bags from stacks, vents,
storage areas. Analyze for odor
(not chemical compounds). Odor
lab results can be used in
dispersion model to calculate
off-site odor impacts.

Could also send samples to
analytical laboratory to evaluate
chemical compounds. This
would not be used for modeling.
+ Useful to rank
sources relative to each
other
+ Sample results could
be used by odor controls
companies
+ Modeling odor allows
to look at odor footprint for
many different weather
conditions and frequency
of impacts
- Some logistics can be
challenging
- If sampling on a single
day, sample
representativeness could
be concern
- Modeling
assumptions can hinder
comparison to real-life
conditions
- Deriving meaning
from results. Especially
difficult to derive meaning
from analytical laboratory
results.

Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 6
Assessment
Method Description Pros Cons
Photo
Site investigations Thorough facility walkthrough to identify odor sources, pathways, evaluate
how well odors are
captured/controlled
qualitatively or quantitatively.

Could also include sampling to
assess odor control
effectiveness or building
envelope study to assess
whether odors within enclosures
are escaping.
+ Understand where
odors are coming from,
where they are routed to.
+ Understand
effectiveness of existing
control devices/ventilation
systems of facility.
- Initially proposed
solutions to mitigate odors
may not be economically or
technically feasible.
- Additional study
might be needed to
support recommendations
(sampling, field study, etc.).

Controls review Evaluate future control
options. Work with odor control
vendor to identify chemical
control (i.e., organic spray) to
neutralize odors.
+ Some industries have
utilized this type of solution
with success
- It’s possible that all of
the worst-case offending
chemicals may not be
identified.
- Application may be
challenging or require some
retrofits to allow for
effectiveness (i.e., partial
enclosures).
- Unknown if a viable
solution will be identified.

Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 7
Figure 2. Rendering and Other Odor Generating Facilities Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 2 Sespe Consulting, Inc.

2.0 COST AND SCHEDULE
For the scope of work described above, Sespe has broken down the estimated costs on a time and materials basis according to the primary odor measurement, sampling and modeling tasks, as well as the cost to perform the supplemental tasks. By providing the costs for the additional services, we believe this offers the City flexibility in determining whether to augment the core work scope with these additional services. These costs for each of the tasks are provided in the table below, along with the corresponding deliverable and timeline.

Task Deliverable and Timeline Estimated Cost
Ambient Odor Field Measurements Nasal ranger measurements documented in report within 60 days of approval to proceed.

Preparation of a technical report of findings.
$50,000
Odor Sampling and Modeling Sampling performed within 60 days and modeling completed within 60 days
thereafter. Model set up and initiation, along
with a technical memorandum documenting
the results and conclusions. Submittal of draft
report within 4 weeks upon completion of the
modeling.
$100,000
Supplemental Tasks Technical memoranda for the site
investigations and controls review, and
preparation of written complaint response
procedure. Each corresponding deliverable
will be provided 2 to 3 weeks after completion
of each task.
$30,000
TOTAL PROJECT COST $180,000
We appreciate the opportunity to provide the City with this workplan and look forward to working with you and your team on this important project. Should you have any questions regarding the proposed tasks or would like to discuss further, please feel free to contact us.

Sincerely,
Scott D. Cohen, P.E., C.I.H.

Principal Engineer
Sespe Consulting – a Trinity Consultants Company
Services Agreement with Sespe Consulting, Inc.

EXHIBIT B

SCHEDULE
Freddie Agyin December 6, 2022
City of Vernon
City of Vernon - Sespe-Trinity Odor Assessment.docx 2 Sespe Consulting, Inc.

Task Deliverable and Timeline Estimated Cost
Ambient Odor Field Measurements Nasal ranger measurements documented in report within 60 days of approval to proceed.

Sincerely,
Scott D. Cohen, P.E., C.I.H.

Principal Engineer
Sespe Consulting – a Trinity Consultants Company
Services Agreement with Sespe Consulting, Inc.

EXHIBIT C

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.

City Council Agenda Item Report
Submitted by: Veronica Petrosyan
Submitting Department: Health and Environmental Control Department Meeting Date: December 20, 2022

SUBJECT
Amendment No. 1 to the Services Agreement with World Equity Alliance (WEA) Recommendation:

A. Pursuant to Vernon Municipal Code (VMC) Sections 3.32.110 (B)(3) and 3.32.220 (B), find that it is in the best interest of the City to award a services agreement directly to WEA without a competitive process and find that it is commercially unreasonable to rebid the contract for health officer services in three years; and B. Authorize the City Administrator to execute Amendment No. 1 to the Master Services Agreement with WEA, in substantially the same form as submitted, for health officer services and community health needs assessment, increasing the contract amount by $271,200, bringing the total amount not-to-exceed to $369,000, for a 5-year term.

Background:

Pursuant to California Health & Safety Code (HSC) 101450, each city is mandated to take measures as may be necessary to preserve and protect public health. As the health officer plays a key part in the duty to safeguard public health, the HSC 101460 also requires each city to appoint a health officer, who must be a physician, unless they contract with the county.

As the City works toward achieving formal recognition of the Health Department's full delegated authority by the California Department of Public Health (CDPH), staff engaged the Wellness and Equity Alliance (WEA) to provide both health officer services and to conduct a comprehensive community health needs assessment.

Accordingly, on October 24, 2022 the City Administrator approved a Master Services Agreement (Agreement) with WEA effective November 1, 2022 for a not-to-exceed amount of $97,800 for a term of five years for the aforementioned services, and on November 1, 2022, the City Council appointed Tyler B. Evans, M.D., MS, MPH, AAHIVS, DTM&H, FIDSA of WEA as the Health Officer for the City of Vernon.

The Agreement was for both Health Officer services and a community health needs assessment to be completed by WEA. The total not-to-exceed amount of $97,800 initially approved included $30,000 in funding for the community needs assessment and $67,800 for the health officer service fee for the five-year term. Staff is now requesting approval of Amendment No. 1 and to allocate additional funding for the Health Officer service fee as the $67,800 is on an annual basis. The proposed Amendment No. 1 would clarify that the $67,800 Health Officer service fee is per year and increase the total not-to- exceed amount of the Agreement to by an additional $271,200 to account for each year of Health Officer services during the five-year term of the agreement. The new total not-to-exceed amount of the agreement would be $369,000 and include the $30,000 in funding for the community health needs assessment and $339,000 in funding ($67,800 annually) for Health Officer services over the five-year term of the Agreement.

The Agreement was approved pursuant to VMC Sections 3.32.110 (B)(2) and (3) without a competitive process, as there are few individuals and/or firms that are able to provide the required services, and moreover able to immediately render those services. Additionally, pursuant to VMC Section 3.32.220 (B), the Agreement with WEA was approved for a term of five years, as the City Administrator found it commercially unreasonable to rebid the proposed contract in three years for the reasons outlined above. The City Administrator is authorized to make such findings and direct award of contracts for contracts up to $100,000, and the City Council is authorized to do the same for contracts exceeding $100,000. Given that the proposed Amendment No. 1 would increase the total amount of the contract beyond the $100,000 threshold, City Council approval is required.

The proposed Amendment No. 1 has been approved-as-to-form by the City Attorney's Office.

Fiscal Impact:

The total fiscal impact of the proposed Amendment No. 1 is $271,000, and total not-to-exceed amount of the Agreement is $369,000 for the five-year term. There are sufficient funds in the General Fund, Health Department Account No. 011.1060.595200 for Fiscal Year 2022-23 and funds will be budgeted accordingly in subsequent fiscal years.

Attachments:

1. WEA Amendment No. 1.

AMENDMENT NO. 1 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF

VERNON AND WELLNESS & EQUITY ALLIANCE FOR HEALTH OFFICER

SERVICES AND COMMUNITY HEALTH NEEDS ASSESSMENT
This Amendment (Amendment No. 1) to that certain Agreement for Health Officer services and Community Health Needs Assessment dated November 1, 2022, (Agreement), is made as of December 20, 2022, by and between the City of Vernon, a California charter city and municipal corporation (City), and Wellness & Equity Alliance (WEA) (Service Provider), a California corporation.

WHEREAS, the City and Service Provider are parties to a written Agreement, dated November 1, 2022, under which Service Provider provides Health Officer services and Community Health Needs Assessment; and
WHEREAS, the City and Service Provider desire to amend the Agreement to clarify that the $67,800 health officer services fee is per year for an additional $271,200 over the five-year Agreement term; the health needs assessment services fee of $30,000 is a one-time cost and will remain unchanged.

NOW, THEREFORE, the parties to this Amendment No. 1 agree as follows:

1. Effective as of December 20, 2022, the total amount for the period of November 1, 2022 through October 31, 2027 shall not exceed Three Hundred and Sixty-Nine Thousand Dollars ($369,000).

2. Except as expressly modified by this Amendment No. 1, all provisions of the Agreement shall remain in full force and effect.

3. The provisions of this Amendment No. 1 shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment No. 1 and shall supersede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment No. 1.

4. The person or persons executing this Amendment No. 1 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 1 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 as of the date stated in the introductory clause.
[SIGNATURES FOLLOW ON NEXT PAGE]
Wellness & Equity Alliance (WEA)
Amendment No. 1

Page 2 of 2 ends

CITY OF VERNON a California charter city
and municipal corporation
By: _______________________________
Carlos Fandino, City Administrator
Wellness & Equity Alliance (WEA), a California
corporation
By:

Name:

Title:

ATTEST:
___________________________
Lisa Pope, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
___________________________
Zaynah N. Moussa,
City Attorney
City Council Agenda Item Report
Submitted by: Adriana Ramos
Submitting Department: Public Utilities
Meeting Date: December 20, 2022

SUBJECT
Letter Agreement with Southern California Edison Company Recommendation:

A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301, because the project consists of the maintenance, repair or minor alteration of existing facilities and equipment and involves negligible or no expansion of an existing use; and B. Approve and authorize the City Administrator to execute a Letter Agreement with Southern California Edison Company (SCE), in substantially the same form as submitted, to agree upon an interim arrangement pursuant to which SCE will perform required work related to Interconnection Facilities, Distribution Upgrades, and Network Upgrades, in an amount not-to-exceed $132,328.

Background:

The City is proposing to provide electric service to several large development projects, which consist of up to 100MW of new load to be constructed at different locations in Vernon. The potential new loads will require service from the City’s 66kV sub-transmission system that is interconnected with the Southern California Edison Company (SCE) Laguna Bell Substation.

In accordance with the Laguna Bell – Vernon Interconnection Service Agreement (IA), adopted on September 16, 1997, via Resolution No. 7017, Vernon Public Utilities (VPU) submitted a request to SCE for Interconnection Service and Transmission Service. Although the service request was made under the existing IA, SCE concluded that a System Impact Study and a Facilities Study were required to determine the adequacy of SCE’s electrical system, including, but not limited to, that portion of SCE’s electrical system that is part of the California Independent System Operator (CAISO) Grid, required to provide sub-transmission service to the Project. Accordingly, on May 24, 2022, the City entered into the Laguna BellVernon Interconnection Service Agreement and combined System Impact and Facilities Study Agreement with SCE. SCE has completed the study, and the results were published on August 30, 2022.

In the interest of working towards the goal of increasing the City’s load capacity to feed potential new development projects, staff recommends that SCE commence work recommended by the System Impact and Facilities Report published August 30, 2022, in which the City will pay for specified portions of the Work, as described in Exhibit A of the Letter Agreement. The estimated cost to complete the necessary work is $132,328, of which $66,164 is due within 30 calendar days of the effective date. The remaining $66,164 will be due upon the start of procurement activities, estimated to be within 12 months of the effective date.

Pursuant to Section 3.32.110 (A)(2) and 3.32.110 (B)(1) of the Vernon Municipal Code (VMC), the proposed work is exempt from competitive bidding and competitive selection as SCE is Vernon’s transmission service provider and the Independent Study Process can only be procured through SCE.

The Letter Agreement has been reviewed and approved as to form by the City Attorney’s office.

Fiscal Impact:

The fiscal impact for the Letter Agreement with SCE is not-to-exceed $132,328. Sufficient funds for the proposed work are available in the Vernon Public Utilities, Electrical Fund, Engineering Division, Capital Outlay Account No. 055.9100.900000.

Attachments:

1. SCE - Letter Agreement
1 Title Page
Southern California Edison Company FERC FPA Electric Tariff Tariff Record Title: Service Agreement No. 472

LETTER AGREEMENT

BETWEEN

CITY OF VERNON
AND

SOUTHERN CALIFORNIA EDISON COMPANY
PROJECT: DATA CENTERS LOAD (SCE EAK048 AND WDT1810)
Contract Effective Date: xx/xx/xx Tariff Record Proposed Effective Date: xx/xx/xx 905.xxx.x Version Number: 0.0.0
WDT1810 Option Code: A
DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 2 LETTER AGREEMENT
December 1, 2022
Timothy Bass, P.E.

Utilities Engineering Manager
Vernon Public Utilities
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Letter Agreement for the Data Centers Project EAK048 and WDT1810 Mr. Bass:

City of Vernon (“Interconnection Customer”) is proposing to construct and operate the Data Centers Load Project (“Project”), which consist of two (2) new 50 MW loads to be constructed at two different locations in Vernon, California. The desired in-service dates for the loads are June 1, 2023 for load 1 and June 1, 2024 for load 2. The Interconnection Customer submitted a request to Southern California Edison Company (“SCE”) for Interconnection Service and Transmission Service pursuant to the Laguna Bell – Vernon Interconnection Service Agreement (“Existing IA”), from the ISO Grid to the points where the 66 kV electrical conductors of SCE connect with those of the Interconnection Customer’s at or near the city limits of Vernon (“Point of Interconnection”).

While SCE acknowledges that Interconnection Customer has requested service under its Existing IA, for convenience and consistency the Interconnection Customer’s request was received by SCE and processed in a manner similar to the Wholesale Distribution Access Tariff (“WDAT”) procedure for arranging wholesale Distribution Service. Upon review of the Interconnection Customer’s completed application, SCE concluded that a System Impact Study and a Facilities Study were required to determine the adequacy of SCE’s electrical system, including, but not limited to, that portion of SCE’s electrical system that is part of the ISO Grid, required to provide Distribution Service to the Project. The results of such studies are published in a report titled ‘City of Vernon 100 MW System Impact Study and Facilities Study’ published August 30, 2022 (“Study Report”).

All capitalized terms used herein, and not otherwise defined, shall have the meaning ascribed to that term in SCE’s WDAT, or in the Existing IA. Interconnection Customer and SCE are sometimes referred to herein individually as “Party” and collectively as “Parties.” In the interest of working towards the achievement of Interconnection Customer’s expected operating date, as set forth in Exhibit D (Milestones), the Interconnection Customer desires for SCE to commence certain work prior to executing an Interconnection Facilities Agreement and Distribution Service Agreement, which the Parties intend to supersede this Agreement.

Accordingly, the purpose of this letter agreement (“Agreement”) is to agree upon an interim DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 3 arrangement pursuant to which SCE will commence, and Interconnection Customer will pay for, specified portions of the Work, as described herein, according to the following terms and conditions:

1. Work. SCE will perform the Work, as described in Exhibit A, upon payment of amounts described in Section 2 and according to the terms provided herein. SCE shall perform the Work only after receipt of the payments and financial security set forth in Exhibit C, as may be modified by Section 2.2 and any applicable milestones set forth in Exhibit D.

2. Payments and Financial Security

2.1. Payments/Security. In order for SCE to perform its obligations under the terms and conditions of this Agreement, Interconnection Customer shall provide to SCE the payments and financial security, in such estimated amounts as set forth in Exhibits B and C (as may be modified as described in Section 2.2) and in such form and on such dates as set forth in Exhibit C. SCE will provide the Interconnection Customer an invoice of such payment obligations, which must be paid by the payment dates in Exhibit C. Termination and release of financial security is also set forth in Exhibits B and C should the Parties enter into an Interconnection Facilities Agreement and Distribution Service Agreement.

2.2. Additional Amounts. SCE shall notify Interconnection Customer in writing within a reasonable time if SCE learns that charges and expenses are likely to exceed the estimated amounts specified in Exhibit B, warranting adjustments to amounts in Exhibit C. In the event of such notification, SCE shall specify the payment and corresponding financial security increase(s) and Interconnection Customer shall pay such additional amounts within thirty (30) Calendar Days of DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 4 receipt of an invoice for such additional amounts. The Parties will agree to amend the Agreement in order to reflect and collect the additional amounts required, subject to FERC’s approval, as applicable, before an invoice for the additional amounts is issued to the Interconnection Customer.

2.3. Failure to Pay; Insolvency. Subject to Section 3.2, in the event that Interconnection Customer fails to provide payment for amounts incurred or irrevocably committed to be incurred, or fails to provide financial security, pursuant to this Agreement, SCE may (a) immediately stop Work; (b) draw on the Load Interconnection Financial Security for any amounts due to SCE during the term of this Agreement, and/or (c) terminate this Agreement by written notice of cancellation effective upon FERC approval. In the event that Interconnection Customer (i) is dissolved; (ii) becomes insolvent; (iii) becomes the subject of a petition in bankruptcy, either voluntary or involuntary, or in any other proceeding under federal bankruptcy laws; (iv) makes an assignment for the benefit of creditors, excluding any assignment for financing purposes; (v) is named in a suit for the appointment of a receiver, SCE may, pursue items (a) through (c) above.

3. Dispute. Disputes arising out of or in connection with this Agreement shall be resolved as follows:

3.1. Submission. In the event either Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance, such Party (the “disputing Party”) shall provide the other Party with written notice of the dispute or claim (“Notice of Dispute”). Such dispute or claim shall be referred to a designated senior representative of each Party for resolution on an informal basis DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 5 as promptly as practicable after receipt of the Notice of Dispute by the other Party. In the event the designated representatives are unable to resolve the claim or dispute through unassisted or assisted negotiations within thirty (30) Calendar Days of the other Party’s receipt of the Notice of Dispute, such claim or dispute may, upon mutual agreement of the Parties, be submitted to arbitration and resolved in accordance with the arbitration procedures set forth below. In the event the Parties do not agree to submit such claim or dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Agreement.

3.2. Payment Dispute. In the event of a billing dispute between SCE and the Interconnection Customer, SCE shall continue to perform the Work under this Agreement as long as the Interconnection Customer: (i) continues to make all payments not in dispute; and (ii) pays to SCE or into an independent escrow account the portion of the invoice in dispute, pending resolution of such dispute.

If the Interconnection Customer fails to meet these two requirements for continuation of service, then SCE may invoke remedies in Section 2.3. Within thirty (30) Calendar Days after the resolution of the dispute, the Party that owes money to the other Party shall pay the amount due with interest calculated in accordance with the methodology set forth in FERC's Regulations at 18 C.F.R. §

35.19a(a)(2)(iii).

3.3. External Arbitration Procedures. Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 6 Calendar Days of the submission of the dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) Calendar Days select a third arbitrator to chair the arbitration panel. In either case, the arbitrators shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration).

The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration Rules”) and any applicable FERC regulations; provided, however, in the event of a conflict between the Arbitration Rules and the terms of Section 3, the terms of this Section 3 shall prevail.

3.4. Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 7 Resolution Act. The final decision of the arbitrator must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities or Distribution Upgrades.

3.5. Costs. Each Party shall be responsible for its own costs incurred during the arbitration process and for the following costs, if applicable: (1) the cost of the arbitrator chosen by the Party to sit on the three-member arbitration panel and one half of the cost of the third arbitrator chosen; or (2) one half the cost of the single arbitrator jointly chosen by the Parties.

4. Milestone Schedule. The milestone schedule is attached as Exhibit D. SCE shall use commercially reasonable efforts to complete the Work in accordance with this schedule; however, SCE does not warrant the Work will be completed in time to meet such deadlines, and Interconnection Customer understands and acknowledges that such deadlines are only estimates and that the due dates in Exhibit D are dependent on Interconnection Customer coordinating with SCE to complete the milestones as specified in a timely manner. SCE shall not be liable for any cost or damage incurred by Interconnection Customer as a result of or due to any delay in the completion of the Work pursuant to the milestone schedule.

5. Termination.

5.1. Except for terms that survive termination, this Agreement shall terminate upon the earliest of the following to occur: (i) notice that this Agreement is not accepted for filing by FERC, if applicable; (ii) the effective date of the Interconnection Facilities Agreement and Distribution Service Agreement, which the Parties intend to supersede this Agreement; (iii) the Interconnection Customer’s receipt DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 8 of SCE’s notice of cancellation pursuant to Section 2.3, which is subject to acceptance by FERC; (iv) two (2) Business Days after receipt by SCE of a termination notice from Interconnection Customer to SCE at any time and for any reason; or (v) withdrawal of the Interconnection Customer’s Interconnection Request for the Project.

5.2. In the event that either Party terminates this Agreement for reasons other than the execution of the Interconnection Facilities Agreement and Distribution Service Agreement, SCE shall use commercially reasonable efforts to mitigate the costs, damages, and charges arising as a consequence of such termination. To that end, SCE shall cancel, to the extent possible, any pending orders of, or return, any materials, or equipment procured pursuant to this Agreement. To the extent that Interconnection Customer has already paid SCE for any or all costs of such materials, equipment or contracts cancelled or returned, SCE shall refund such amounts to Interconnection Customer, less any costs or penalties incurred by SCE to cancel pending orders, or return, of such materials and equipment.

5.3. In the event that this Agreement is terminated or if the Work is completed before the effective date of the Interconnection Facilities Agreement and Distribution Service Agreement, and a payment shortfall exists pursuant to Section 5.3.2 of this Agreement, SCE shall make reasonable efforts to submit a final invoice to Interconnection Customer of all charges and expenses within twelve (12) months from the date of termination of or completion of the Work performed under this Agreement. In such event, the following true-up process will be used:

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 9 5.3.1. Payment Excess. In the event that Interconnection Customer’s payment(s) paid in accordance with this Agreement exceeds the amount of SCE’s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, SCE shall return the excess amount without interest to Interconnection Customer within thirty (30) Calendar Days after the date of a final invoice without offset for any amount that may be in dispute.

5.3.2. Payment Shortfall. In the event that Interconnection Customer’s payment(s) paid in accordance with this Agreement is less than the amount of SCE’s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, then Interconnection Customer shall pay the difference, without interest, within thirty (30) Calendar Days of the date of receipt of a final invoice, without offset for any amount which may be in dispute. If Interconnection Customer fails to pay the final invoice, SCE shall also have the right to draw on the Load Interconnection Financial Security for any payment shortfall.

5.4. In the event that Interconnection Customer elects to terminate this Agreement but still take delivery of materials or equipment procured pursuant to this Agreement, Interconnection Customer shall assume all payment obligations with respect to delivery of such materials, equipment, and contracts, and SCE shall transfer such materials and equipment, and, if necessary, assign such contracts, to Interconnection Customer as soon as reasonably practicable, at Interconnection Customer’s expense.

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 10 5.5. In the event that Interconnection Customer and SCE enter into a Interconnection Facilities Agreement and Distribution Service Agreement concurrently with the termination of this Agreement, then any applicable work product generated by SCE and any associated payments made by Interconnection Customer pursuant to this Agreement not already credited shall be reflected in the scope of, and the amount due under, such Interconnection Facilities Agreement and Distribution Service Agreement.

6. Taxes

6.1. Interconnection Customer shall be solely responsible for any taxes (including, but not limited to, property tax, sales and use tax, excise tax, and document transfer tax) that are asserted against any payments or asset transfers made by Interconnection Customer to SCE under this Agreement for Interconnection Facilities, Distribution System Facilities, Network Upgrades, and Capital Additions. SCE and Interconnection Customer shall cooperate in good faith to appeal, protest, seek abatement of, or otherwise contest other taxes associated against payments or asset transfers made by Interconnection Customer to SCE under this Agreement for Interconnection Facilities, Distribution System Facilities, and Capital Additions.

7. Uncontrollable Force. No Party shall be considered to be in default with respect to any obligation hereunder, other than the obligation to pay money when due, if prevented from fulfilling such obligation by Uncontrollable Force, which for purposes of clarity shall include pandemic. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Uncontrollable Force shall give notice and the full particulars DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 11 of such Uncontrollable Force to the other Party in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this Section 7 shall be confirmed in writing as soon as reasonably possible and shall specifically state the full particulars of the Uncontrollable Force, the time and date when the Uncontrollable Force occurred, and when the Uncontrollable Force is reasonably expected to cease. The Party affected shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be required to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance.

8. Indemnity. Each Party shall at all times indemnify, defend, and hold the other Party harmless from, any and all Losses arising out of or resulting from the other Party’s action or inactions with respect to its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party.

9. Consequential Damages. In no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, or cost of temporary equipment or services, whether based in whole or in part in contract or in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under another agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

10. Entire Agreement. This Agreement, including all Exhibits attached hereto, constitutes the complete and final expression of the agreement between the Parties and is intended as a DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 12 complete and exclusive statement of the terms of their agreement. This Agreement supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements, which may have been made in connection with the subject matter of this Agreement. Nothing in this Agreement is intended or shall be deemed to require SCE or Interconnection Customer to enter into any other agreement, including without limitation any agreement to interconnect the Project. Should the Parties enter into an Interconnection Facilities Agreement and Distribution Service Agreement, such Interconnection Facilities Agreement and Distribution Service Agreement will supersede this Agreement.

11. Waiver. Any waiver at any time by either Party of its rights with respect to this Agreement, shall not be deemed a waiver with respect to any other failure to comply with any obligation, right or duty of this Agreement. Any delay, with the exception of the statutory period of limitation in assessing or enforcing any right, shall not be deemed a waiver of such right.

12. No Joint Liability. The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust, or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of the other Party.

Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party’s express written consent.

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 13 13. No Third Party Beneficiaries. The Parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein.

14. Governing Law. This Agreement shall be interpreted by and in accordance with the laws of the State of California, without regard to the principles of conflict of laws therefor, or the laws of the United States, as applicable, as if executed and to be performed wholly within the United States.

15. Successors and Assigns. This Agreement shall be binding upon the Parties and their successors and assigns. This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Interconnection Customer shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Interconnection Customer will require any secured party, trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by the Interconnection Customer pursuant to this Section will provide that prior to or upon the exercise of the secured party’s, trustee’s or mortgagee’s assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). Any attempted assignment that violates this Section is void and ineffective. Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party’s DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 14 obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.

16. Survival. Indemnity obligations and obligations to pay charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement will survive termination of this Agreement.

17. FERC Filing. SCE will report this Agreement and amendments thereto in its Electronic Quarterly Report (“EQR”) in lieu of filing it at FERC, pursuant to Applicable Laws and Regulations.

18. Reservation of Rights. SCE shall have the right to make a unilateral filing with FERC to modify this Agreement with respect to any rates, terms and conditions, charges, classifications of service, rule or regulation under section 205 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder, and Interconnection Customer shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by another Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein.

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 15 19. Construction. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but shall be construed in the manner that most accurately reflects the Parties’ intent as of the date they executed this Agreement.

20. Amendment. The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by all of the Parties. Such amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

21. Confidentiality. The provisions governing confidentiality in the Section 13.1 of the WDAT are hereby incorporated herein, in their entirety.

22. Authority. Each Party hereby represents that it has the right, power, and authority to enter into this Agreement, to become a Party hereto and to perform its obligations hereunder. This Agreement is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or at law).

23. Warranties. Interconnection Customer warrants that it is duly organized, validly existing and in good standing under the laws of the state in which it is organized, formed, or incorporated, as applicable; and that it is qualified to do business in the state or states in which the wholesale distribution loads, Interconnection Facilities and Distribution Upgrades are located; and that it has the corporate power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and carry out the DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 16 transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement.

24. Headings. The descriptive headings of the various Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement.

25. Execution. This Agreement may be executed in two or more counterparts, each of which is deemed an original, but all constitute one and the same instrument. //
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DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 17 26. Effective Date. This Agreement shall become effective upon execution by all Parties subject to acceptance by FERC (if applicable), or if filed unexecuted, upon the date specified by FERC.

SOUTHERN CALIFORNIA EDISON COMPANY
By:

Name: Andrea Tozer
Title: Director, Grid Contracts Originations and
Operations
Date:

ACCEPTED AND AGREED to this day of __________________

CITY OF VERNON
By: ___________
Name: Carlos Fandino
Title: City Administrator
Date: _
ATTEST:
________________
Lisa Pope, City Clerk
Approved As To Form:
_______________________________
Zaynah N. Moussa, City Attorney
ACCEPTED AND AGREED to this day of __________________
DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 12/2/2022
18 EXHIBIT A

SCOPE OF WORK
A description of the Work to be performed by SCE, including that related to Interconnection Facilities, Distribution Upgrades, and Network Upgrades, as applicable. A one-line diagram of the interconnection may be included, if applicable.

SCE Shall engineer and procure:
a. SCE Interconnection Facilities:
i. Substation

1. Perform relay coordination study on the Laguna Bell- Beejay-Kinetic-Vernon 66 kV Line

2. Perform relay coordination study on the Laguna Bell-Leonis-Vernon 66 kV Line b. Point of Interconnection and One-Line Diagram of Interconnection:

For purposes of the Work to be performed under this Agreement, the following assumptions shall apply with respect to the Point of Interconnection:
i. Point of Interconnection.

The Point of Interconnection for load number 1 is the Laguna Bell 66 kV substation bus position where the Laguna Bell- Beejay-Kinetic-Vernon 66 kV Line terminates.

The Point of Interconnection for load number 2 is the Laguna Bell 66 kV substation bus position where the Laguna Bell-Leonis-Vernon 66 kV Line terminates. ii. One-Line Diagram of Interconnection.

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 19 c. Other Potential Distribution Upgrades:

The Interconnection Customer understands and acknowledges that the interconnection of load number 1 and load number 2 are dependent upon the completion of certain Distribution Provider’s projects that involve Distribution Upgrades not under the scope of this Agreement and are currently the cost responsibility of the Distribution Provider. In the event that: (i) the Distribution Provider’s projects are cancelled by the Distribution Provider; or (ii) it is determined by the Distribution Provider that some or all of such Distribution Upgrades currently assigned to the Distribution Provider are no longer required by such projects but are required for load number 1 and load number 2, then the Interconnection Customer may be responsible for the costs of Other Distribution Upgrades described below.

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 20 Estimated Cost of the Other Potential Distribution Upgrades Element- Distribution
Upgrades Cost
ITCC One-Time
Cost
Total Estimated
In-Service
Date
Replace 66 kV
circuit breaker
No. 2 at Cudahy
Substation
$355,978 $85,435 $0.00 $441,413
March 1,
2023
Corporate
Environmental
Services –
Cudahy
Substation $53,935 $12,944 $0.00 $66,879
March 1,
2023
Total $409,913 $98,379 $0.00 $508,292
DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 21 EXHIBIT B

ESTIMATED COST OF THE WORK AND SECURITY
SCE will provide Interconnection Customer an estimated cost of the portion of the Work identified in Exhibit A for which Interconnection Customer is responsible, as set forth below, and any associated Security.

Additional Definitions:

Interconnection Facilities Cost: All costs, excluding One-Time Cost, determined by SCE to be associated with the design, engineering, procurement, construction and installation of the Distribution Provider’s Interconnection Facilities.

Load Interconnection Financial Security: Pursuant to WDAT Section 8, an unconditional and irrevocable letter of credit that guarantees the Interconnection Customer will meet its responsibilities and obligations under this Agreement.

One-Time Cost: All costs determined by SCE to be associated with the installation of the Distribution Provider’s Interconnection Facilities, Distribution Upgrades, Reliability Network Upgrades, or Delivery Network Upgrades which are not capitalized. a. Estimated Cost and Cost Responsibility
Element- Interconnection
Facilities Cost
ITCC One-Time
Cost
Total
Distribution
Provider’s
Interconnection
Facilities
Relay coordination
study: Laguna BellBeejay-KineticVernon 66 kV Line $66,164 $66,164 Relay coordination
study: the Laguna
Bell-Leonis-Vernon
66 kV Line $66,164 $66,164
Subtotal $0.00 $0.00 $132,328 $132,328
Total $0.00 $0.00 $132,328 $132,328
Note 1: All amounts shown above are in nominal dollars.

Note 2: The estimated costs provided in the table above are based on the Study Report.

Note 3: The estimated costs have been adjusted to reflect solely the Work SCE will perform for the Facilities as provided in Exhibit A of this Agreement.

Note 4: The estimated costs represent 66.5% of the total estimated costs to engineer, procure, and construct, the scope of Work.
b. Financial Security
Load Interconnection Financial Security.

The Distribution Provider’s Interconnection Facilities: Pursuant to Section 2 of this Agreement, the Interconnection Customer shall provide Load Interconnection Financial DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 22 Security in the total amount of $66,164 to cover the costs for the scope of work for the Distribution Provider’s Interconnection Facilities identified in Section a.i of Exhibit A.

EXHIBIT C
DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 23 PAYMENT AND FINANCIAL SECURITY SCHEDULE
SCE will include a schedule(s) of the amount, and due date, for the payments and Security, as applicable, reflected in Exhibit B.
a. Payment Schedule
The payment amounts shown below are based on an estimate of the monthly incurred costs for the scope of Work identified in Exhibit A.

Payment
No.

Payment Due Date Interconnection
Facilities Cost
ITCC One-Time
Cost
Project
Payment
1 Within thirty (30) Calendar Days of
the Effective Date
$0.00 $0.00 $66,164 $66,164
2 Upon the start of procurement
activities, estimated to be within
twelve months of the Effective
Date
$0.00 $0.00 $66,164 $66,164
Total $0.00 $0.00 $132,328 $132,328
Note 1: All amounts shown above are in nominal dollars.

Note 2: Interconnection Facilities Payment (Interconnection Facilities Cost + ITCC + One-Time Cost) = $132,328 (based on Estimated Cost)
b. Financial Security Schedule
i. Load Interconnection Financial Security
The Interconnection Customer shall provide to SCE Load Interconnection Financial Security in the total amounts specified in Section b.i of Exhibit B of this Agreement by the dates as provided below.

Load
Interconnection
Financial
Security (LIFS)
Interconnection
Facilities
Total Amount Due Date
LIFS amount
required pursuant
to this
Agreement
$66,164 $66,164
Within thirty (30)
Calendar Days of the
Effective Date
Total $66,164 $66,164
DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 24 EXHIBIT D

MILESTONES
SCE will include a list of relevant milestones applicable to the Work.

Item Milestone Responsible Party Due Date
(a) Submittal of written authorization to
proceed with design and
procurement of the Distribution
Provider’s Interconnection Facilities
to SCE Interconnection
Customer
Within thirty (30)
Calendar Days after the
effective date of this
Agreement
(b) Submittal of posting of Load
Interconnection Financial Security
for the Distribution Provider’s
Interconnection Facilities and ITCC
to SCE, pursuant to Section b.i of
Exhibit C of this Agreement
Interconnection
Customer
In accordance with the
schedule in Section b.i of
Exhibit C of this
Agreement
(c) Submittal of initial information
including SCE’s Transmission
System information necessary to
allow the Interconnection Customer
to select equipment SCE
Within ninety (90)
Calendar Days after the
effective date of this
Agreement
(d) Submittal of final specifications for
the Interconnection Customer’s
Interconnection Facilities and
wholesale distribution loads,
including System Protection
Facilities, to SCE Interconnection
Customer
At least twelve (12)
months prior to
completion of the
Distribution Provider’s
Interconnection Facilities
and Distribution
Upgrades
(e) Completion of the Distribution
Provider’s Interconnection Facilities
*
SCE
Within eighteen (18)
months following the
Effective Date of this
Agreement
(f) In-Service Date for load 1 and load
2*
Interconnection
Customer June 1, 2024
* Note: SCE shall use commercially reasonable efforts to complete the Work described in Exhibit A to support an June 1, 2024 In-Service Date assuming this Agreement is executed by November 30, 2022; however, pursuant to Section 4 of the Agreement, the timeline in this Exhibit D is dependent on the Interconnection Customer coordinating with SCE to complete the milestones as specified in a timely manner. SCE does not warrant that such Work will be completed in time to meet such date, and the Interconnection Customer acknowledges and understands that such date is only an estimate and therefore, SCE shall not be liable for any cost or damage incurred by the Interconnection Customer as a result of or due to any delay in the completion of the Work provided for in this Agreement. In the event SCE reasonably expects that it will not be able to DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A 25 complete the Distribution Provider’s Interconnection Facilities by the specified date, SCE shall promptly provide written notice to the Interconnection Customer and shall undertake commercially reasonable efforts to meet the earliest date thereafter.

DocuSign Envelope ID: 591500BD-4F4A-4599-BAD2-CA940D2F8E3A Certificate Of Completion
Envelope Id: 591500BD4F4A4599BAD2CA940D2F8E3A Status: Sent Subject: SCE Request for Signature of Engineering & Procurement Ltr Agmt for EAK048 & WDT1810 Data Centers Custom Envelope Field: EAK
Source Envelope:

Document Pages: 25 Signatures: 1 Envelope Originator:

Certificate Pages: 5 Initials: 0 Annette Ramos
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
P.O. Box 700
Rosemead, CA 91770
[email protected]
IP Address: 163.116.132.113
Record Tracking
Status: Original
12/2/2022 3:46:12 PM
Holder: Annette Ramos
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Andrea Tozer
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 163.116.132.118
Sent: 12/2/2022 3:55:23 PM
Viewed: 12/2/2022 4:23:02 PM
Signed: 12/2/2022 4:23:46 PM
Electronic Record and Signature Disclosure:

Accepted: 12/2/2022 4:23:02 PM
ID: 520feca5-cbdc-46fa-9085-c7fcf4285e53
Nathan Smith
[email protected]
Security Level: Email, Account Authentication
(None), Access Code
Sent: 12/2/2022 4:23:49 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Michelle Cabral
[email protected]
APP2
SCE
Security Level: Email, Account Authentication
(None)
Sent: 12/2/2022 3:55:23 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Nathan Smith
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 12/2/2022 3:55:23 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

JO HUESER
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 12/2/2022 4:23:49 PM
Electronic Record and Signature Disclosure:

Accepted: 3/29/2021 10:54:36 AM
ID: cbd0cfae-edcf-4ffc-99e2-919c5d4b1cdb
Maria G Gutierrez
[email protected]
Analyst-Program/Project 1
SCE
Security Level: Email, Account Authentication
(None)
Sent: 12/2/2022 4:23:49 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Timothy Bass, P.E.
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City Council Agenda Item Report
Submitted by: Michael Earl
Submitting Department: Human Resources
Meeting Date: December 20, 2022

SUBJECT
Appointment of Todd W. Dusenberry as General Manager of Public Utilities Recommendation:

Adopt Resolution No. 2022-45 appointing Todd W. Dusenberry to serve as General Manager of Public Utilities of the City of Vernon and approving and authorizing the execution of a related at-will employment agreement.

Background:

Following the retirement announcement of the former General Manager of Public Utilities, the City's Human Resources Department initiated an open recruitment to fill this critical executive leadership position.

The recruitment period to fill this vacancy began August 30, 2022 and ran through October 2, 2022. The City received thirty-seven applications and resumes. Following an in depth review of the applications submitted, seven candidates were determined to be the most highly qualified and were invited to participate in an interview process which was conducted on November 28, 2022. Two final candidates were recommended by the external panel for final consideration. Final interviews with the City Council were conducted on December 6, 2022.

The City Administrator has recommended the appointment of Todd W. Dusenberry to serve as General Manager of Public Utilities for the City of Vernon.

CANDIDATE BACKGROUND
Todd Dusenberry has fifteen years of public utilities experience with the City of Vernon. He began his career as a Systems Coordinator in the Vernon Light & Power Department in March, 2007. He went on to hold the positions of Systems Supervisor, Utilities Operations Manager, Utilities Compliance Officer, Utilities Compliance Manager, Assistant General Manager, and since June 2022, Acting General Manager. Mr. Dusenberry holds a Bachelor's Degree in Communication Studies from the University of California, Los Angeles.

Mr. Dusenberry is to be appointed at step 2 ($22,217 per month) of the established salary range for the position as listed on the City's publicly available salary schedule and will receive benefits consistent with other executive management classifications as set forth in the City's Fringe Benefits Policy.

Fiscal Impact:

The estimated annual cost for the General Manager of Public Utilities is approximately $301,131 including salary and benefits ($266,606 base salary and $34,525 in benefit costs).

Sufficient funds for the appointment of the General Manager of Public Utilities and approval of an At-Will Employment Agreement are available in the Public Utilities Department Fiscal Year 2022-2023 budget.

Attachments:

1. Resolution No. 2022-45
RESOLUTION NO. 2022-45

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPOINTING TODD W. DUSENBERRY TO SERVE AS GENERAL

MANAGER OF PUBLIC UTILITIES OF THE CITY OF VERNON AND

APPROVING AND AUTHORIZING THE EXECUTION OF A RELATED

AT-WILL EMPLOYMENT AGREEMENT
SECTION 1. Recitals.

A. Following the announcement of the October 19, 2022 retirement of the existing General Manager of Public Utilities, the Human Resources Department initiated a recruitment process to fill the anticipated vacancy.

B. The Human Resources Department created an executive recruitment brochure for the position (attached hereto as Exhibit A) and conducted a broad and extensive recruitment that included multiple screenings and interviews of numerous applicants.

C. The City Council conducted final interviews of the two highest ranking candidates at its regular City Council meeting on December 6, 2022.

D. The City Administrator recommended Todd W. Dusenberry (Dusenberry) to the City Council of the City of Vernon as the most qualified candidate and initiated the pursuit of the employment of Dusenberry as the General Manager of Public Utilities, subject to approval of an at-will employment agreement and successful completion of the preemployment process.

E. The City Council of the City of Vernon desires to appoint Dusenberry to serve as the General Manager of Public Utilities, effective December 20, 2022.

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 finds and determines that the above recitals are true and correct.

SECTION 3. The City Council hereby appoints Todd W. Dusenberry to serve as the General Manager of Public Utilities, effective December 20, 2022.

SECTION 4. The City Council hereby approves and authorizes the execution of the At-Will Employment Agreement with Todd W. Dusenberry to serve as General Manager of Public Utilities, in substantially the same form as attached hereto as Exhibit B.

SECTION 5. The City Clerk, or any authorized officer, shall administer the Oath of Office prescribed in the Constitution of the State of California to Dusenberry and shall have him subscribe to it and file it with the Human Resources Department.

Resolution No. 2022-45

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_______________________
SECTION 6. The City Council of the City of Vernon hereby directs the City Clerk, or designee, to give a fully executed Agreement to Dusenberry.

SECTION 7. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED December 20, 2022.
________________________
LETICIA LOPEZ, Mayor

ATTEST:

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

ZAYNAH N. MOUSSA, City Attorney
Invites your interest for the position of

GENERAL MANAGER OF PUBLIC UTILITIES

CITY OF VERNON

THE COMMUNITY
The City of Vernon is an industrial city of 5.2 square miles located about five miles southeast of downtown Los Angeles.

Founded in 1905 as the first exclusively industrial city in the Southwestern United States, Vernon remains largely industrial with an approximate residential population of 250.

THE ORGANIZATION
The five members of the Vernon City Council are elected at large, on a non-partisan basis, for five year staggered terms and, as a result of 2011 Charter amendments, no person may serve more than two full terms of office. The Mayor is selected by the Council. The City’s total budget for FY 2022-23 is a little over $318 million (the General Fund budget is approximately $83 million) with approximately 233 employees. Vernon
continues on the path towards creating greater accountability and transparency with the goal to create a model government.

THE PUBLIC UTILITIES DEPARTMENT
The City of Vernon Public Utilities Department (VPU) serves as an essential resource to the City’s residents and business community, providing dependable, high-quality utility services at a significant cost savings compared to neighboring utility providers. The Public Utilities Department is a multiple awardwinning utility, including the Diamond Level RP3 designation from the American Public Power Association, as well as
recipient of the Safety Management Excellence Award from the American Public Gas Association. VPU is also uniquely positioned in the state of California, in that it is one of only two utilities in California that provides electricity, natural gas, water and fiber optic services. VPU is the only public utility in the state with a high-pressure natural gas transmission pipeline and is the 14th largest public gas system by volume in the US. VPU owns and operates a 138-megawatt natural gas-fired, combinedcycle power plant that provides local reliability in addition to vital in-basin generation.

Additional VPU Department statistics:
• Natural Gas volume: 8,580,801 MCF to 125 industrial customers. • Water volume: 7,000 AFY to 1,000 customers.
• Electric service peak load: 193 MW to 2,000 customers. • VPU enterprise fund budgets total an estimated $235 million. • The Department is staffed with 83.5 full-time equivalent positions.

VPU is working toward the goals of providing the lowest utility rates in California by 2030 and actively developing financial strategies to economically respond to electric and natural gas load growth, to continue to give Vernon businesses a competitive advantage while fostering responsiveness, sustainability, and the highest standards for reliability to the benefit of residents and businesses alike.

The City of Vernon offers a challenging opportunity to a highly knowledgeable and experienced manager to lead the City of Vernon’s Public Utilities (VPU) Department. If you are interested in this unique and rewarding opportunity, please apply online at www.cityofvernon.org no later than Sunday, October 2, 2022.

Exhibit A
Resolution No. 2022-45

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________________________

THE POSITION
Under administrative direction, the General Manager provides leadership and direction over the activities of the City’s Public Utilities Department.

The General Manager of Public Utilities plans, directs, and coordinates through subordinate staff, the Department’s work plan; assigns projects and program areas of responsibility; reviews and evaluates work methods and procedures;
meets with key staff to identify and resolve problems. The General Manager also determines the overall Departmental organizational structure, mission, core services and allocation of financial, human, and capital resources; develops and administers annual capital and operating budgets; and serves as a technical advisor to the City Administrator and the City Council regarding the City’s public utilities.

A complete description of the duties and responsibilities of this position can be found on the City’s website.

THE IDEAL CANDIDATE
The ideal candidate is someone who has the ability to lead others in carrying out the mission, vision, and goals of the City and the Public Utilities Department. They must possess the organizational and time management skills to manage multiple divisions and responsibilities. The ideal candidate should be an experienced leader with extensive knowledge in the electric field of Public Utilities. They must have excellent listening and communication skills to build professional and collaborative working relationships. They must be decisive and be able to clearly communicate their decisions and vision to others.

Required Training, Education and Experience
Bachelor’s Degree in Business, Civil or Electrical Engineering or a closely related field; AND ten years of utility operations experience, including five years of supervisory or management experience. Supervisory/management experience in Public Utilities electric field is highly desirable.

License and Certification Requirements
A valid California State Driver’s License is required.

A valid State of California Grade II Water Distribution License is desirable.

COMPENSATION
The monthly salary range for this position is $21,159 - $25,719. Salary placement within the established salary range depends upon qualifications. A comprehensive benefits package is also available. The City has a 4/10 work
schedule.

HOW TO APPLY
For an opportunity to work for an outstanding, dynamic, and progressive City committed to establishing itself as a model for good governance, please visit our website at
www.cityofvernon.org and apply online. The City of Vernon is an Equal Opportunity Employer.

Required Application Materials Include: A resume and
completed City of Vernon online application.

Filing Deadline: Application materials must be submitted online no later than 11:59 p.m., Sunday, October 2, 2022.

If you have any questions,
please contact Michael Earl,
Director of Human Resources
at (323) 583-8811 ext. 239
or via email at
[email protected].

Resolution No. 2022-45

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________________________
December 2022

AT-WILL EMPLOYMENT AGREEMENT (NON-SAFETY)

BETWEEN THE CITY OF VERNON AND
TODD W. DUSENBERRY
This Agreement is between the City of Vernon (City) and Todd W. Dusenberry (Employee).

Recitals
City desires to employ Employee as an at-will employee in the position of General Manager of Public Utilities. Employee desires to be the General Manager of Public Utilities and acknowledges that such employment is at-will.

The City Administrator, pursuant to the authority granted by the City of Vernon Charter and City Council, agrees to hire Employee, as an at-will employee, subject to the terms and conditions identified below.

AGREEMENT
Section 1: TERM
The effective date of this Agreement shall be December 20, 2022. Either party may terminate this Agreement pursuant to the provisions set forth below. Employee is an at-will employee and may be terminated, with or without cause, upon thirty (30) days written notice.

Employee may resign with thirty (30) days advance notice as set forth in Section 8 below.

Section 2: DUTIES
A. City engages Employee as the General Manager of Public Utilities to perform the functions and duties specified in the job description for the position (Attachment “A”, incorporated herein by this reference), as the same may be modified by the City Administrator, from time to time, and to perform such other legally permissible and proper duties and functions as the City Administrator shall, from time to time, assign.

B. Employee agrees that to the best of his ability and experience that he will at all times conscientiously perform the duties and obligations required, either express or implied, by the terms of this Agreement, the ordinances, resolutions and adopted policies of the City of Vernon and the laws and regulations of the State of California and the United States.

C. As a public employee, Employee is required to work a full and complete work week pursuant to the established work schedule as determined by the City Administrator, and devote whatever time is necessary to fulfill the employment responsibilities and duties as identified in this Agreement.

D. During the term of this Agreement, Employee is required to have and maintain a valid California Driver’s license.

E. Employee acknowledges that in connection with the performance of his duties, he will obtain information from City employees and third parties that is of a confidential nature.

Employee agrees that he will not disclose such confidential information other than to officers Exhibit B
Resolution No. 2022-45

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________________________
- 2 - December 2022
and employees of the City who have been authorized to have access to such information.

Employee further agrees that if he has a question as to the confidentiality of information obtained in the course of his employment, he will contact the City Attorney for advice.

Section 3: EXCLUSIVE EMPLOYMENT
Employee agrees to focus his professional time, ability and attention to City business during the term of this Agreement. Consequently, Employee agrees not to engage in any other business pursuits, whatsoever, directly or indirectly, render any services of a business, commercial, or professional nature to any other person or organization, for compensation, without the prior written consent of the City Administrator. This does not preclude Employee from volunteering his services to other entities or individuals as long as such volunteer services are not in conflict with the services to be provided by Employee under this Agreement.

Section 4: COMPENSATION
As compensation for the services to be rendered by Employee, City agrees to pay Employee a base starting salary of no less than $266,606, per year, payable in twenty-six (26) biweekly installments at the same time as other employees of the City are paid and subject to customary withholding. Salary adjustments (merit increases), if any, in Employee’s salary during the term of this Agreement shall be at the sole discretion of the City Administrator based upon the City Administrator’s evaluation of Employee’s job performance and within the base salary range established by the City Council or as otherwise approved by the City Council. Any and all adjustments shall be in accordance with City personnel policies and procedures.

Employee’s salary shall be reflected in the City’s publicly available salary schedule.

Section 5: BENEFITS
A. Retirement
As an employee of the City of Vernon, Employee will be enrolled in the California Public Employees Retirement System (PERS) retirement plan, as such plan may be amended by the City Council. As of the date of this employment agreement, such plan includes the 2.7% at 55 benefit formula for “classic” miscellaneous employees or the 2.0% at 62 benefit formula for “new” miscellaneous employees. The Employee pays for the employee contribution to PERS.

B. Other Executive Management Benefits
Employee shall receive all benefits specified by the then current Resolutions of the City Council of Vernon for Executive Management Staff, including, without limitation, those related to Vacation, Administrative Leave, Holidays, Sick Leave, Medical and Dental Insurance, Life Insurance, Flexible Benefits Plans, Vision Care, Other Leaves, and Deferred Compensation, and other types of leave in accordance with the Personnel Policies and Procedures Manual.

Section 6: TERMINATION AND SEVERANCE PAY
A. Employee is an at-will employee and serves at the will and pleasure of the City Administrator and may be terminated at any time, without cause, subject to the conditions of paragraphs B and C of this section.

B. In the event that Employee is terminated by the City Administrator for reasons other than physical or mental incapacity, and other than those reasons noted in paragraph Resolution No. 2022-45

Page 6 of 13 ends

________________________
- 3 - December 2022
E, below, the City agrees to pay the employee a severance amount equal to six (6) months of base salary.

C. To be eligible for severance pay, as identified in paragraph B, of this section, Employee shall fulfill all of his obligations under this Agreement and shall sign a severance agreement and release of all claims against the City.

D. All severance payments shall be paid within thirty (30) calendar days of the date Employee executes the severance agreement and release of claims against the City.

E. Notwithstanding paragraphs A, B and C, above, if Employee resigns or retires, or is terminated due to insubordination, incapacity, dereliction of duty, violation of the City’s Alcohol and Drug-Free Workplace Policy III-1, conviction of a crime involving moral turpitude or involving personal gain to him/her or abuse of his office or position or any felony or for a breach of this Agreement, City shall have no obligation to pay any severance provided in this section. Furthermore, Employee agrees that any severance provided shall be fully reimbursed to the City if the Employee is convicted of a crime involving an abuse of his office or position.

F. Upon termination, Employee shall be paid for all earned, but unused, vacation time.

Section 7: ABUSE OF OFFICE OR POSITION
If Employee is paid leave salary during a pending investigation, any salary provided for that purpose shall be fully reimbursed to the City if Employee is convicted of a crime involving an abuse of his office or position.

If Employee is provided funds for any legal criminal defense during his employment with the City, any funds provided for that purpose shall be fully reimbursed to the City if the Employee is convicted of a crime involving an abuse of his office or position.

If this Agreement is terminated, any cash settlement related to the termination that Employee may receive from the City shall be fully reimbursed to the City if Employee is convicted of a crime involving an abuse of his office or position.

Section 8: RESIGNATION / RETIREMENT
Employee may resign at any time. Employee may retire, provided he is eligible for retirement, at any time. Employee agrees to provide thirty (30) calendar days advance written notice of the effective date of his resignation or retirement.

In the event Employee retires or resigns, Employee shall be entitled to payment for earned, but unused, vacation time, but not to severance pay as delineated in Section 6, paragraph B, above.

Section 9: DISABILITY
If Employee is permanently disabled or otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of thirty (30) calendar days beyond any earned sick leave, City shall have the option to terminate this Agreement; however, the City’s option to terminate under this Section shall be limited by its obligation to engage in the interactive process for reasonable accommodations and to provide reasonable accommodations as required by law. Nothing in this Section shall be construed to limit or restrict Employee’s benefits or rights under workers’ compensation or the Public Employees Retirement System (PERS).

Resolution No. 2022-45

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________________________
- 4 - December 2022
However, an employee terminated under this section is not eligible for severance pay, as delineated in Section 6 of this Agreement.

In cases of disability, Employee shall be compensated for any earned, but unused, vacation leave.

Section 10: GENERAL PROVISIONS
A. Notice

Any notices required by this Agreement shall be in writing and either delivered in person or by first class, certified, return receipt requested US Mail with postage prepaid. Such notice shall be addressed as follows:

TO CITY: City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
TO EMPLOYEE: Todd W. Dusenberry
[Deliver to last updated address in personnel file]
B Entire Agreement
The text of this Agreement shall constitute the entire and exclusive agreement between the parties. All prior oral or written communications understanding or agreements between the parties, not set forth herein, shall be superseded in total by this Agreement. No Amendment or modification to this Agreement may be made except by a written agreement signed by the Employee and the City Administrator and approved as to form by the City Attorney.

C Assignment
This Agreement is not assignable by either the City or Employee.

D Severability
In the event that any provision of this Agreement is finally held or determined to be illegal or void by a court having jurisdiction over the parties, the remainder of this Agreement shall remain in full force and effect unless the parts found to be void are wholly inseparable from the remaining portions of this Agreement.

E. Effect of Waiver
The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions in this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other time or times.

Resolution No. 2022-45

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________________________
- 5 - December 2022
F. Jurisdiction
Any action to interpret or enforce the terms of this Agreement shall be held exclusively in a state court in Los Angeles County, California. Employee expressly waives any right to remove any such action from Los Angeles County.

G. Effective Date
This Agreement shall take effect on December 20, 2022.
[Signatures Begin on Next Page].

Resolution No. 2022-45

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________________________
- 6 - December 2022
IN WITNESS WHEREOF, the City of Vernon has caused this Agreement to be signed and executed on its behalf by its City Administrator and executed by the Employee.

City of Vernon, a California charter City and
California municipal corporation
Dated: By:

Carlos R. Fandino Jr., City Administrator
ATTEST:

Lisa Pope, City Clerk
Approved as to form:

Zaynah N. Moussa,
City Attorney
Resolution No. 2022-45

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________________________
- 7 - December 2022
In signing this Agreement, Employee understands and agrees that his employment status is that of an at-will employee and that his rights to employment with the City are governed by the terms and conditions of this Agreement rather than the ordinances, resolutions, and policies of the City of Vernon which might otherwise apply to employees of the City. Employee further acknowledges that he was given the opportunity to consult with an attorney prior to signing this Agreement.

Signed:

Dated:

Employee
Resolution No. 2022-45

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________________________
General Manager of Public Utilities Vernon CA 1 of 2

JOB DESCRIPTION
General Manager of Public Utilities
Date Prepared:

Date Revised:

March 2014
April 2017
Class Code: 8008
SUMMARY: Under administrative direction, provides leadership and direction over the activities of the City’s Public Utilities Department.

ESSENTIAL FUNCTIONS: -- Essential functions, as defined under the Americans with Disabilities Act, may include any of the following representative duties, knowledge, and skills. This is not a comprehensive listing of all functions and duties performed by incumbents of this class; employees may be assigned duties which are not listed below; reasonable accommodations will be made as required. The job description does not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include, but are not limited to, the following:
• Plans, directs, and coordinates through subordinate staff the Department’s work plan; assigns projects and program areas of responsibility; reviews and evaluates work methods and procedures; meets with key staff to identify and resolve problems.
• Determines the overall Departmental organizational structure, mission, core services and allocation of financial, human, and capital resources; develops and administers annual capital and operating budgets. • Serves as a technical advisor to the City Administrator and the City Council regarding the City’s public utilities.
• Plans, organizes, directs and reviews all water, electrical, gas, and fiber optics utility operations. • Develops and manages short-and long-term Department goals, objectives, policies, and procedures. • Supervises subordinate staff; sets work priorities; creates work schedules; provides training; conducts performance evaluations; rewards and/or disciplines employees. • Develops and administers annual operating and capital budgets; monitors budget, revenue, and expenditure trends; measures and evaluates organizational effectiveness. • Coordinates utility engineering projects with City Engineer including planning, directing and reviewing the design, construction, and maintenance of water, electric, gas, and fiber optics utility systems. • Develops overall policies, financial resources, and facility plans for water, electric, gas, and fiber optics utilities in conjunction with key staff and consultants. • Conducts resource planning with other agencies and businesses requiring negotiations involving complex terms and conditions for integrated power resources and for participation in joint ownership of transmission and generation facilities.
• Plans, directs, and reviews the design, construction, operation and maintenance of the City’s water systems, including wells, reservoirs, and pipelines.
• Directs the preparation of technical and administrative reports; presents reports and recommendations to the City Administrator, City Council, Boards and Commissions. • Coordinates with consultants and other agencies on regulatory and legislative matters affecting municipal water services, power resources, gas operations, and fiber optic utilities. • Monitors and evaluates the efficiency and effectiveness of service delivery methods and procedures; monitors and evaluates work load, technical support systems, internal reporting relationships, and interagency issues; identifies opportunities for improvement, and develops recommendations. • Supports the relationship between the City of Vernon and the general public by demonstrating courteous and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of workrelated issues and City information; performs other duties as required or assigned.

ATTACHMENT A
Resolution No. 2022-45

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________________________
General Manager of Public Utilities Vernon CA 2 of 2
MINIMUM QUALIFICATIONS:

Education, Training and Experience Guidelines:

Bachelor’s Degree in Business, Civil or Electrical Engineering or a closely related field; AND ten years of utility operations experience, including five years of supervisory or management experience.

Knowledge of:
• Applicable regulatory codes and laws regarding the development, construction and operation of public utilities.
• City organization, operations, policies, and procedures. • Customer service standards and protocols.
• General Orders (CPUC) rules for construction and maintenance of overhead and underground electric supply and communications systems.
• Methods, materials, techniques and equipment used in construction, operations, inspection, design and maintenance of water, gas, electric, and fiber optic utilities. • Occupational hazards and standard safety procedures.
• Principles and practices for operating public electric, water, and gas utilities. • Principles and practices of water resource management. • Principles and practices of administrative management. • Principles and practices of contract administration and project management. • Principles and practices of effective employee supervision. • Principles and practices of public finance.
• Principles and practices of regulatory management.
• Principles and practices of strategic planning.
• Principles and practices of water resource management.

Skill in:
• Building effective teams and providing efficient customer services. • Communicating effectively verbally and in writing.
• Dealing tactfully and courteously with the public.
• Defining problems, establishing facts, and drawing valid conclusions. • Directing the work of subordinate staff.
• Establishing and maintaining cooperative working relationships with City Administrator, City Council, managers, supervisors, staff, contractors, suppliers, developers, businesses, external public agencies and the general public.
• Formulating and presenting policy recommendations.
• Interpreting and applying City, state and federal policies, laws and regulations. • Investigating, analyzing and resolving complex and sensitive issues and complaints. • Making appropriate decisions while ensuring compliance with City goals and objectives. • Managing situations requiring diplomacy, fairness, firmness and sound judgment. • Operating a personal computer and various software applications. • Understanding and negotiating complex technical agreements with other agencies. • Using initiative and independent judgment within established procedural guidelines.

LICENSE AND CERTIFICATION REQUIREMENTS:

A valid California State Driver’s License is required.

A valid State of California Grade II Water Distribution License is desirable.

Additional training/certification may be required.

PHYSICAL DEMANDS AND WORKING ENVIRONMENT:

Work is performed in a standard office environment; may involve occasional exposure to high voltage switches and inclement weather.

Resolution No. 2022-45

Page 13 of 13 ends

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Vernon City CouncilDecember 20, 2022

Vernon City Council
December 20, 2022