11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.
11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.
11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.
If to the City:
City of Vernon
Attention: Carlos R. Fandino, Jr., City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:
Jemmott Rollins Group, Inc.
Attention: Fran Jemmott, Principal
5443 Overdale Drive
Los Angeles, CA 90043
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 . . . .
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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 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.
. . . .
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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.
11.23ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five 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 . . . .
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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].
. . . .
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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
Jemmott Rollins Group, Inc., 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
CONTRACTOR'S PROPOSAL
. . . .
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5443 Overdale Drive, 90043 | Tel. 323-293-7074 | www.jemmottrollinsgroup.net August 2, 2023
City of Vernon, California
Attn: Carlos R. Fandino, Jr.,
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Mr. Fandino,
On behalf of Jemmott Rollins Group, Inc. I am pleased to submit a proposal in response to your RFP for “Administrative Support Services for Vernon CommUNITY Fund Grant Activities.” This proposal will remain valid for a period of 90 days through October 29th, 2023.
As City of Vernon’s current contractor for the Vernon CommUNITY Fund, we remain committed to our strong partnership and to delivering high-quality management services derived from our 50 years combined experience in ethical grant-making, grants management best practices, and charitable funds administration.
Please feel free to contact me or Paulena Hicks, Program Assistant, at (661) 301-5771, [email protected].
Thank you for your consideration.
Sincerely,
Frances E. Jemmott
Principle & CEO
[email protected]
(213) 509-1032 . . . .
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Contents
A. Introduction......................................................................................................................................................................2 B. General Scope of Work....................................................................................................................................................3 Strategic Planning ...............................................................................................................................................................3 Management and Coordination...........................................................................................................................................3 Information Technology and Technical Assistance............................................................................................................4 C. Work Plan........................................................................................................................................................................4 D. Fees and Costs .................................................................................................................................................................5 E. Ability of the Proposer to Perform ................................................................................................................................5 Exhibit A: Workplan Outline ..............................................................................................................................................8 Exhibit B: Affidavit of Non-collusion..................................................................................................................................9 Exhibit C: Resumes............................................................................................................................................................. 10 Exhibit D: Sample Grant Recommendation..................................................................................................................... 15 Exhibit E: Sample Transmittal Report............................................................................................................................. 18 . . . .
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A. Introduction
Jemmott Rollins Group, Inc. (JRG) proposes to assist the City in managing the operations essential to the efficient and effective management of the Vernon CommUNITY Fund (VCF). The VCF is distinguished by its grounding in an ordinance approved by the City Council that clearly expresses the charitable intent of City of Vernon (City) to support non-profits and other municipalities as a commitment of good government. Ordinance No. 1218 speaks to the importance of the City’s commitment to share with residents of other communities the benefits derived from the history and generosity of businesses in Vernon, established as a municipality in 1905.
JRG has had the privilege of assisting the City of Vernon since 2014 with the design and implementation of the grantmaking program. Our team understands the need to provide best-in-class support that assures the VCF resources will be put to their best and highest purposes. JRG is committed to further support of VCF as fiscal challenges reduce the amount of funding available for grants even as the intent to support the work of worthy non-profits remains strong.
In this response to the RFP released on (insert date) JRG proposes to modify its administrative costs and practices to maximize the grantmaking resources while maintaining services and visibility to grantseekers and existing grantees. These proposed changes will conform to the high standard of community engagement and support for the VCF Grants Committee and the City Administration.
To support City of Vernon and the VCF, JRG will engage the community to: • Outreach to encourage qualified applicants to apply for support • Host a grantseeker workshop to provide technical assistance to potential applicants • Conduct due diligence and site visits to certify funds requested will be used for their proposed purpose • Maintain a level playing field and inclusive approach to screening applicants • Deliver assessments that outline the benefits of each proposed grant, as well as any risks associated with applications
• Promote efforts that provide public recognition of the City of Vernon and its businesses in support of charitable efforts
• Ensure a high level of collaboration with City of Vernon administrative staff involved in the Vernon CommUNITY Fund effort
• Strive to demonstrate at all times the privilege and honor it is for JRG to support this very worthy effort. . . . .
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B. General Scope of Work
Strategic Planning • Assure that each grant docket has been meticulously prepared and includes essential content for the VCF Grant Committee to make informed and effective decisions. • Review each grant request received to verify that the applicant meets basic qualifications: has legitimate non-profit/tax-exempt status or valid fiscal sponsorship by a qualified non-profit; serves residents of the designated VCF catchment area; provides evidence of capacity to plan and implement work proposed in the grant application; distinguishes between project and core operating requests and provides applicable budget justification; and meets the priorities set forth in the Ordinance establishing the VCF. • Consult with City Administration on issues that arise in reviewing applications or requests by applicants/grantees.
• Provide necessary thought partnership and management assistance to the Vernon City Administration and to the VCF Grant Committee to determine any changes needed to support applicants in determining the amount of funding available or (should the Committee decide) a specified focus for grant applications given reduced funding. For example, would grants for youth development or efforts to relieve poverty be prioritized. Would there be grant size limitations? Management and Coordination • Maintain open and clear lines of communications with City of Vernon staff, assuring complete transparency in our operations and rationale for recommendations. • Develop and adhere to schedules that are responsive to public notices and calendars of City of Vernon staff with whom we work most closely.
• Hold ourselves accountable to the highest levels of trust and discretion in all aspects of our work with the City of Vernon and its constituents in all matters regarding the VCF. • Provide high-quality, forward-facing materials for distribution to the public and on the website. • Provide essential materials for the VCF Grant Committee • Prepare all materials related to the grants docket. • Conduct due diligence in reviewing each recommended grant to assure qualifications including financial documents, legal standing as charitable entity, board of directors, conflicts of interest, areas served and populations served, value to the community and value added to the VCF. • Analyze and offer comparative value/benefit of recommended grant against amount of request, funds available in the VCF, activities to be supported and contributory support from other funders and organizational fundraising efforts.
• Encourage grant applicants to consider appropriate ways of recognizing City of Vernon’s contribution to their efforts. . . . .
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• Serve as a central resource for all inquiries to explain and respond to all matters related to the VCF Grant Committee docket.
• Understand and practice appropriate protocols in all public meetings relative to our role as contracted management assistants to City of Vernon staff.
Public Relations and Communications • Assist City of Vernon in efforts to promote grantees and their work. • Assist grantees in their understanding of City of Vernon as a community supporter and messages appropriate to describing COV as a good neighbor.
• Assist community organizations and the VCF Grant Committee members in learning about opportunities to meet, attend events and put a personal face on the VCF throughout the catchment area. • Attend, if requested by the City of Vernon, and speak on behalf of the VCF at significant events.
Information Technology and Technical Assistance • Act as principal custodian for the Vernon CommUNITY Fund web page. • Utilize more cost-effective software to gather grant applications; eliminate the use of Survey Monkey to effect a significant cost savings
• Prepare and provide visual aids for meetings of the VCF Grant Committee. • Coordinate with IT personnel at City of Vernon to support meetings. • Manage database of applicants, grantees, and key contacts. • Create and maintain a Grantee Map to provide a visual, geographic representation of the simple breadth of scope of the VCF’s potential impact.
C. Work Plan
JRG offices are open four days a week from 9:30 am until 4:30 pm and staffed with personnel including the CEO, IT manager, 2 administrative support personnel. As well we maintain a bench of well-qualified consultants to assist with due diligence, site visits and presentations at Grant Committee meetings.
JRG values and operating standards align with those of organized philanthropy and grantmaking organizations.
We employ concepts, proven best practices, and programmatic learnings from our position in the local field of philanthropic practitioners, from our routine review and participation in learning opportunities of Southern California Grantmakers, Center for Non-Profit Management, CompassPoint Non-Profit Services, and from subscriptions to Non-Profit Quarterly, BoardSource and other sources of inspiration and practice reform. We . . . .
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provide an advantage to grantees of the Vernon CommUNITY Fund by forming and sustaining relationships that sometimes lead to other funding sources.
This document proposes to continue our efforts in maintaining e-mail and phone contact with applicants and grantees; providing informal technical assistance to support problem solving and by maintaining a strong working relationship with the City of Vernon Administrative Staff.
JRG typically bills for management assistance and grantmaking support services at a rate of $350 per hour plus 15% indirect costs. Because we hold much of the institutional knowledge related to the formation and operation of the VCF and because the work aligns completely with our business model and operations, we are pleased to offer a reduced rate for this proposal. In addition, COV has contributed to development of our expertise and practice in this area. We believe a reduced cost is appropriate without any intent to reduce the quality of service delivery. D. Fees and Costs
Full cost of the contract to JRG: $66,000 billable monthly for 12 months at $5500 per month to fulfill the scope of work in Section D of this document. E. Ability of the Proposer to Perform Project Team (Resumes attached, see Exhibit C)
Fran Jemmott/Project Leader 5 hours per month
Provide overall executive management oversight and responsibility; develop and promote grantmaking practices and standards; engage organizations and leaders; conduct due diligence and site visits; brief VCF Chair; facilitate meetings
James Hull/IT Manager 16 hours per month
Manage all VCF data collection and dissemination; maintain grantee map; develop quarterly reports for VCF; monitor grantee reports; manage designated phone line for VCF; maintain and administer FluidReview grants management software administration; prepare write-ups for grant dockets
Paulena Hicks, Program Assistant 5 hours per month
Assist in data collection and dissemination; respond to calls and assist in preparation of grant dockets;
As previously stated, JRG offers extensive experience in grantmaking and administration of all charitable grants-related protocols. Our staff and long-term consultant partners provide a deep bench in all aspects of reviewing grant applications; capacity to fairly and thoroughly evaluate applicants using standards and best practices of high-performing grant-making organizations; undertake due diligence on applicants, including follow up reporting on grants awarded.
Since 2014 years we have provided assistance to City of Vernon in implementing the current VCF operations and priorities. We assisted the original Vernon City Administration and legal consultants in developing the Ordinance and operating procedures, provided support to develop the website portal for applications/tracking . . . .
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grants and in making necessary modifications to accommodate conditions that arose with financial management and incorporating recommendations of the VCF Grant Committee.
Our current consultation contracts with large grantmaking operations includes:
City of Los Angeles, Council District 8
Community Fund for Community-based Non Profit Organizations $4.3 million Reimagine LA program
Program Management
Honorable Marqueece Harris-Dawson, Councilmember, District 8 LA Care, Equity and Resilience Initiative
Capacity Building/Technical Assistance for Community-Based Organizations Grant application reviews and technical assistance management Shavonda Webber Christmas, MPH,
Director, Community Benefits Department
The Conrad N. Hilton Foundation
Innovative Collaborative to Impact Homelessness
Project Manager
Kristin Aldana Taday, Program Officer
Please feel free to contact any of the above for references.
Contract/grantmaking reference:
Denise Jackson,
Office and Finance Manager for Councilmember Marqueece Harris-Dawson [email protected]
(213) 473-7008
City Hall Office
200 N. Spring St. Room 450
Los Angeles, CA 90012
Contract/grantmaking reference:
Shovanda Webber-Christmas, MPH
Director,
LA Care Community Benefits
Equity and Resilience Initiative
[email protected]
(213) 651-8947
Corporate reference:
Alicia Procello
Vice President,
Corporate Social Responsibility
and President of Avery Dennison Foundation
[email protected]
(626) 319-1508 . . . .
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Grantee reference:
Jacob Adams
Executive Director,
STEM to the Future
[email protected]
JRG is a minority- and woman-owned for-profit S Corporation with a staff of four full-time and part-time employees and annual revenue of $750,000. We comply with all federal and state labor laws, including provision of a living wage with a minimum of $18.00 per hour to all staff. JRG is an equal opportunity employer and does not discriminate on the basis of race, ethnicity, religion, gender or gender preference, or any class protected by law. . . . .
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FY 2023 – 2024 Major Milestones & Activities Tasks
September 2023
VCF Contract begins
Grant calendar submitted for approval
Preparation of applicant database
‐ Schedule/facilitate meeting with City of Vernon Staff to review work plan. - Discussion of VCF goals with grant committee
- design database and migrate applicant data
- final preparation of grant application form(s)
October 2023 Outreach to potential applicants
‐ Public release of Notice of Fund Availability; public access to application form(s) ‐ Outreach to applicant organizations; answer inquiries December 2023 Collect grant applications
‐ Intake of grant applications, final deadline
‐ Select applications for recommendation
January 2024 Internal review of grant applications
‐ Conduct due diligence on applications
‐ Collect supplemental applicant items needed for Grant Committee review. ‐ Outreach to grantees to request information on upcoming events for Grant Committee participation. ‐ Prepare write-ups for applications selected for recommendation to VCF February 2024
VCF General Grant Committee meeting
VCF General Grants awarded
Distribution of funds
‐ Present grant applicant recommendations to Vernon Staff - Finalize grant recommendation forms
‐ Prepare a single complete electronic PDF file containing all necessary documentation for review/approval (grant recommendation form, organizational budget, project budget, board members, etc.); send to Vernon Staff for public posting
‐ Facilitate the VCF Grant Committee Review to provide consultation/support for selected grant recommendations
City of Vernon CommUNITY Fund – Work Plan 2023 – 2024
(requires updating for subsequent contract years)
Distribution of funds
‐ Notify applicants of their grant awards
‐ Draft Grant Agreement/Denial letters for review by Vernon Staff ‐ Upon approval, distribute Grant Agreement letters to grantees March 2024
April 2024
VFC Scholarship applications reviewed ‐ provide assistance to Vernon staff in the review of VCF scholarship applications and distribution of scholarship funds
. . . .
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March 2013
AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR
STATE OF CALIFORNIA ) ) ss
COUNTY OF LOS ANGELES )
_______________________________________________________________, being first duly sworn deposes and says that he/she is ______________________________________________________________________ (Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) of______________________________________________________________________________________ (Insert name of bidder) who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of bids/proposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal;
b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw his/her bid/proposal;
c
. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, o r
the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his/her business.
Frances Jemmott
Chief Executive Officer
Jemmott Rollins Group, Inc. . . . .
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5443 Overdale Drive • Los Angeles, CA 90043
Tel. (323) 293-6646 • Fax (323) 293-7074
Email: [email protected]
Website: jemmottrollinsgroup.net
Frances E. Jemmott
Principle/CEO
RESUME
Summary: I have more than forty years in innovative policy and program development in the non-profit sector including grassroots community-based organizations; university-based research and policy centers; philanthropy and large associations.
Currently: Since May, 2003, principal of woman/minority owned consulting practice specializing in organizational development and strategic planning, to foster progressive social change; technical assistance and customized training materials; board and staff development and group facilitation planning and implementation. 4.5FTE staff and four consultant associates Clients:
• Blue Shield California Foundation, San Francisco • California Association of Non-Profits, Los Angele s
• California Community Foundation • Casey Family Programs, Seattle • City of Vernon • Community Coalition, Los Angeles • Liberty Hill Foundation • Public Health Foundation Enterprises, City of Industry, CA • The California Endowment • The Twenty First Century Foundation, NY • US Department of Health and Human Services, Office of Regional Health Administrator, San Francisco
Employment History:
1996 -2003 The California Wellness Foundation, Woodland Hills, CA Program Director: Women’s Health, Sr. Program Officer: Community Health 1989- 1996 UCLA Psychology Department, Los Angeles
Director, California Self-Help Center
1983- 1989 New York City Self-Help Clearinghouse, Inc.
Founder, Executive Director
1973 – 1983 City University of New York, Graduate School and University Center Center for Advanced Studies in Education, National Self-Help Center Master trainer and research associate,
1968 – 1973 New York University, New Careers Development Center Master trainer, project director
1963 – 1968 Volunteer and paid positions in various organizations Civil rights activist and community organizer
Education:
Howard University, Washington, DC 1961- 1963
Certificate: Anderson School/UCLA Program for Mid-Level Managers; National Society for Training Development
Affiliations: 2013 Senior Fellow, UCLA Luskin School of Public Affairs 2015 Humanitarian Award for Social Justice, Peace Over Violence, Los Angeles 2016 Founders Award, Liberty Hill Foundation, Upton Sinclair Dinner, Los Angeles . . . .
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Frances E. Jemmott Page
2 Publications, references and additional employment detail upon request
CAREER HIGHLIGHTS
2007-2012 Led the program design and implementation for the Strong Field Project, a signature effort of Blue Shield of California Foundation to end domestic violence in California. The four-year multi-million dollar project includes leadership development, organizational development, field building and strengthening organizations, individuals and communities to better prevent domestic violence and support those affected by it.
2009 -` Founded Social Action Partners, an independent 501(c)(3) to fortify the non- profit infrastructures in low-come communities of color. The organization is the South Los Angeles Hub Convener for Building Healthy Communities. 2004-2006 SCOPE: Strategic Concepts in Organizing and Policy Education Assisted the President/CEO as the interim managing director for social justice organization with annual budget of $2million; 23 staff; five direct reports to establish/update financial, personnel and other internal systems and strengthen Board of Directors; initiate strategic plan; provide leadership to Coalition for Health and Justice in strengthening policy advocacy at community level to improve public health infrastructure in LA County; transition to new ED 2003 -2006 Casey Family Programs Consultant to Powerful Families Program designed to strengthen families at risk for out of home placement of children through development of advocacy and community leadership curricular materials; provided technical support to CFP staff in design and implementation of pilot program in 35 sites across the US; trained 500+ local agency staff 2003 – 2004 United States Department of Health and Human Services, Office of the Regional Health Administrator, Region IX Led the planning team and implemented Regional Conference on Overweight and Obesity Prevention 200+ participants from 5 states and Pacific Territories
1996-2003 The California Wellness Foundation Senior Program Officer and Program Director for Community Health and Women’s Health involving annual grant making of $3 million and design and implementation of the Children and Youth Community Health Initiative (1996-2002), a 5 year $20 million investment in ten communities across California; provided leadership to local and national affinity groups and co-chaired 1999 Conference of Grantmakers for Children Youth and Families
1988 -1996 California Self-Help Center, UCLA Psychology Department Management responsibility for a research and demonstration project funded by the CA Department of Mental Health to promote self-help mutual support groups in preventing emotional dysfunction arising from a range of life predicaments; maintain a database of self-help groups statewide and 800 toll free lines that referred 30k callers each year, trained group facilitators, provided coordination and communications to support local efforts. Annual budget of $1million; 17 staff – students and volunteers
. . . .
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JAMES HULL
(562) 235-0786
¤ [email protected] ¤ 20821 Amie Ave. ¤ Torrance, CA 90503 SUMMARY OF QUALIFICATIONS:
Creative and innovative Customer Support Representative with IT experience. Ability to convey, interpret and resolve complex problems while maintaining professionalism and customer confidence. Excellent communication and problem solving skills with proven results in high intensity situations. Proficient in multiple operating systems including Windows based architecture, Mac OS and Linux. Adept in learning and assimilating new technologies and procedures quickly and effectively. Software Knowledge: • Adobe Design Suite • MS Visual Studio • Apache Web Server• MS Office Suite (Word, Excel, PowerPoint Programming Languages: • XML/XHTML • PHP
• CSS• Perl• JavaScript/JQuery• SQL
•C#• C/C++
PROFESSIONAL EXPERIENCE:
JEMMOTT ROLLINS GROUP, INC. Los Angeles, CA 7/12 - Present IT Support Technician • Maintain grant application website and grantee database • Consolidate and prepare documents and materials • Website update and maintenance • Network and systems installation and maintenance SOCIAL ACTION PARTNERS, Los Angeles, CA 7/12 – 6/19
Administrative/IT Support Technician • Document formatting and preparation • Set up audio/visual connections for on -site workshops
• Consolidate and prepare documents and materials • Network and systems installation and maintenance US CENSUS BUREAU, Lynwood, CA
3/10 – 8/10
Field Operations Clerk • Assembled and prepared materials for enumerators and crew leaders • Used Federal Operations Control System to print reports and necessary paperwork for field enumeration • Catalogued and processed return data provided by field crew • Assisted in quality control and material maintenance for assignment preparation MASS MOVEMENT INCORPORATED, Gardena, CA 8/05 – 6/09
Administrative Support/Consumer Sales Liaison • Determined routing and delivery schedule for orders in Northern and Southern Californi a
• Primary party responsible for the maintenance and accuracy of inventory database including database management and report generation
• Acted as liaison between first party manufacturers and regional manager to coordinate high profile orders for delivery • Oversaw quality assurance program and was primary proponent in revised quality control process LOKER UNIVERSITY STUDENT UNION, Carson, CA 9/99 – 6/04
Graphic Artist • Conceptualized and composed artwork for advertising and marketing campaigns • Responsible for coordinating layout, design and typesetting for University Union newsletter • Developed and maintained University Student Union web site • Used various applications to fulfill duties: Windows XP, Photoshop, Illustrator, InDesign, PageMaker, Dreamweaver, Flash MX, FrontPage
• Performed routine maintenance, upgrading and reparation of computer systems and networks . . . .
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EDUCATION: • CALIFORNIA STATE UNIVERSITY DOMINGUEZ HILLS, Carson, California Bachelor of Science, Computer Science, 2005
• LOS ANGELES SOUTHWEST COLLEGE, Los Angeles, CA
Coursework towards Associates Degree: Computer Science, 1996-1998 . . . .
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Paulena Hicks
[email protected]
OBJECTIVE
Dedicated and motivated college student seeks an internship position where I can apply my strong organizational and detailed-oriented multitasking skills to gain experience and knowledge within the field of healthcare administration.
SKILLS & ABILITIES • Proficient in Microsoft Office (Excel, Outlook, Word) • Strong presentation skills • Independent judgement and decision making • Strategic Planning • Structured communication and organizational skills EDUCATION • California State University Northridge, 2023 Bachelor of Science: Health Administration • Honors & awards: Dean’s List
EXPERIENCE
Program Assistant– Jemmott Rollins Group
June 2023 – Present • Maintains contact databases for clients, draft contracts, budgets and reports to clients Assist with data management on clients, and provide background information on fields of interest within company • Provide administrative and logistical support for projects •
Customer Service Associate – Lowe’s, H.I.C.
February 2022 – May 2023 • Worked closely with shift manager to resolve problems and handle customer concerns
• Performed cash, card, and check transactions to complete customer concerns Mentored new team members on POS system operation, customer services strategies and sales goal
Customer Service/Barista – Starbucks
December 2019 – June 2020 • Provided customer service according to Starbucks culture of “customer comes first” attitude by listening and responding to customer’s needs. • Anticipated customer/store needs and effectively responded accordingly • Contributed and actively engage in maintaining a positive team environment . . . .
Item 14 Page 32 of 38
GRANT RECOMMENDATION FORM
General Applicant Information
Applicant Organization:
No. of Board Members:
Type of Organization: Year Founded:
Amount Requested: Recommended Amount:
Annual Budget:
Brief Narrative description of the organization
Organizational strengths:
Type of support
requested:
___ General Operating
___ Project/Program
First Time Applicant
Returning Grantee
Prev. Award amount:
So'oh-Shináli Sister Project
community service, health/human resources 2010
$385,317
3 $30,000 $20,000 ✔ ✔
For three consecutive years, SSSP has received funding from the LA County Department of Mental Health to host wellness gatherings. These gatherings have engaged approximately 1,000 participants.
One of very few local organizations dedicated to and led by Indigenous community members Community, family and intergenerational-centered
Develops resources that reflect, engage and are identified by the community So'oh-Shinálí Sister Project (SSSP) is the Indigenous Circle of Wellness' (ICOW)community-based extension project that began in 2010 when three first-generation college graduates met while working for a tribal agency in the Los Angeles area. Incorporated as a 501(c)(3) in 2020, SSSP responds to the urgent need to develop decolonized learning environments that foster the equitable participation of Indigenous students while upholding the strengths and addressing the challenges that impact the Indigenous community. The organization serves more than 2,000 Native Americans annually, 20% come from the Vernon area, through annual community driven programming focused on uplifting traditional Indigenous knowledge, education, and mental wellness.
The mission of So'oh-Shináli Sister Project is to promote Indigenous education and wellness to empower all Indigenous community members in the urban setting through core values, intergenerational relationship building, and inclusive community-based programming rooted in cultural practices. . . . .
Item 14 Page 33 of 38
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___ Audit/IRS Form 990 (dated: _____ / ____ / _____ )
___ Organizational Budget
How does the proposal align with the goals of the Fund? &RVW%HQH¿W
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governmental landscape:
Description of the proposal to which funds would apply
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Age Range:
Gender:
Race/Ethnicity:
Economic Status:
Family Type:
Military Status:
Sexual Orientation:
Other (specify):
___ Proposal Budget
Are there any activites planned to acknowledge VCF as a funder of this project/program/organization? 21-54 any
any N/A
Indigenous any
any N/A
This proposal is for general operating support including costs like rent, utilities, transportation and program.
$30,000 would serve
10,000
More than 2,000 Indigenous individuals
from VCF area will receive education
and mental health wellness support.
✔ 05 04 2022
✔
✔
The proposal aligns with the following fund goals:
-Strengthen and support non-profit organizations that benefit residents and neighborhoods -To encourage and inspire positive social development in Vernon and neighboring communities -To promote positive social development of children, youth, families and senior residents in Vernon and surrounding areas
SSSP would promote the Vernon CommUNITY Fund through a special announcement on its monthly listserv of 1,500 contacts and also through integration on flyers and social media platforms.
Additionally, the organization would post this on its sister organization's social media, Indigenous Circle of Wellness, which has a following of over 14,500 individuals and a monthly listserv audience of about 2,000 subscribers. The Vernon CommUNITY Fund logo would also be added to SSSP's website.
. . . .
Item 14 Page 34 of 38
What previous projects has the applicant successfully implemented? 6WDႇUHYLHZHU
Signed: ___________________________________ Date: _____ / ____ / ______ )XQGLQJ5HFRPPHQGDWLRQ
Fund this proposal?
___ Yes
___ No
Recommended Amount:
6XJJHVWHGUHYLVLRQ
V
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List any forseeable challenges that the applicant may encounter in the implementation of this proposal or in general:
SSSP was previously awarded the Service, Access, and Equity Grant from the Department of Developmental Services for the fiscal year 2020-2021. Through this grant, SSSP developed and facilitated an Indigenous-centered training for disabilities, worked with families to create one-page profiles to recognize their loved ones with disabilities as beloved community members, distributed laptops and hotspots to improve access to technology, and overall contributed to the representation of Indigenous families in advocacy spaces such as local regional centers.
The organization also successfully implemented the Indigenous Community Engagement Campaign. The campaign involved creating and distributing five videos designed to uplift the local Indigenous community with culturally appropriate messages. These videos contribute to the contemporary representation of community members and promote mental health services, reduce stigma, and increase the capacity of the public mental health system in Los Angeles County.
It may be a challenge to reach residents of Vernon specifically; SSSP primarily serves residents in other communities of the VCF areas.
SSSP was turned down when they applied for a VCF grant in 2020 because it had only recently been incorporated. While still fairly newly incorporated, organization leaders report they have since increased their reach and resources. They have also successfully implemented activities with funding from LA County.
✔
$20,000
Given the organization received its nonprofit status in 2020, a reduced grant proposal seems appropriate.
Cadonna Dory
Cadonna Dory Digitally signed by Cadonna Dory
Date: 2022.11.07 15:29:35 -08'00' 11 02 2022
. . . .
Item 14 Page 35 of 38
Grant Review Committee
Transmittal Report November 16 Current Cycle: Docket II FY2022 -2023
Standard Grants
Total $ Amount of Grant Requests$637,000
Total Grant Budget – Current Cycle$347,800
Total # Recommended Grants 13
Average Recommended Grant Amount$26,769
Summary of Recommended Grants STANDARD GRANTS ORGANIZATION REQUESTED AMOUNT
RECOMMENDED AMOUNTCOMMUNITIES SERVED
CA Derby Dolls $40,000 $25,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles, Vernon
Cal State LA University
Auxiliary Services, Inc. $50,000 $20,000 Boyle Heights,Huntington Park,Vernon Chicxs Rockerxs South East
Los Angeles $60,000 $25,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles Girls on the Run of Los
Angeles County $27,000 $20,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Helping Hands Society of Los
Angeles $50,000 $25,000 Bell,Boyle Heights,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Human Services Association $50,000 $45,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon
Libros Schmibros Lending
Library $50,000 $30,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles, Vernon Los Angeles Center for Law
and Justice $50,000 $30,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Unincorporated East Los Angeles,Vernon Neighborhood Music School
Association $30,000 $30,000 Boyle Heights
So'oh-Shin Sister Project $30,000 $25,000 Bell,Boyle Heights,Commerce,Huntington Park,Maywood,Vernon
Southeast Churches Service
Center (SCSC) $72,000 $20,000 Bell,Commerce,Huntington Park,Maywood,Vernon Southeast Community
Foundation $75,000 $25,000 Bell,Commerce,Huntington Park,Maywood,Vernon Woodcraft Rangers $30,000 $28,000 Huntington Park,Vernon
TOTAL RECOMMENDED AMOUNT
$348,000
FY 2022
-2023 Overview
Total # Applications Submitted 34
Total # Grants Recommended 13
Average Requested Grant Amount $43,500 . . . .
Item 14 Page 36 of 38
EXHIBIT B
SCHEDULE
Fees and Costs
Full cost of the contract to Jemmott Rollins Group, Inc.: $66,000 billable monthly for 12 months at $5500 per month to fulfill the scope of work detailed in proposal. Jemmott Rollins Group, Inc. typically bills for management assistance and grantmaking support services at a rate of $350 per hour plus 15% indirect costs. Because we hold much of the institutional knowledge related to the formation and operation of the Vernon CommUNITY Fund and because the work aligns completely with our business model and operations, we are pleased to offer a reduced rate for this proposal. In addition, City of Vernon has contributed to development of our expertise and practice in this area. We believe a reduced cost is appropriate without any intent to reduce the quality-of-service delivery.
. . . .
Item 14 Page 37 of 38
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.
. . . .
Item 14 Page 38 of 38
City Council Agenda Report
Meeting Date: August 15, 2023
From: Freddie Agyin, Director of Health and Environmental Control Department: Health and Environmental Control
Submitted by: Veronica Petrosyan, Deputy Director of Health and Environmental Control
Subject
Master Affiliation Services Agreement with Wellness and Equity Alliance (WEA) for Public Health Services
Recommendation
A. Pursuant to Vernon Municipal Code (VMC) Sections 3.32.110 (B)(2) and (B)(3), find that it is in the best interest of the City to award a services agreement directly to WEA without a competitive process; and
B. Authorize the City Administrator to execute the Master Affiliation Services Agreement with WEA, in substantially the same form as submitted, for public health services for a total amount not-to-exceed $567,000, for a one-year term.
Background
Public health is one of the greatest systems a government can invest in. Public Health promotes the welfare of the entire population, ensures its security and protects it from the spread of infectious disease and environmental hazards, and helps to ensure access to safe and quality care to benefit the whole population.
The areas of public health responsibility include:
1. Assuring an adequate local public health infrastructure
2. Promoting healthy communities and healthy behaviors
3. Preventing the spread of communicable disease
4. Protecting against environmental health hazards
5. Preparing for and responding to emergencies, and
6. Assuring health services
On October 24, 2022, the City executed a services agreement with WEA for Health Officer services and a Community Health Needs Assessment (CHNA) for a total not-to-exceed amount of $97,800. On December 20, 2022, Amendment No. 1 to the services agreement was approved by City Council to increase the total-not-to-exceed amount of the contract to $369,000 for a fiveyear term.
The results of the CHNA identified the need to expand the capacity of the Department of Health and Environmental Control to include public health services. As part of the FY 2023-2024 budget workshops for City Council, the Department discussed potential health program options. In consideration of the information presented by Staff, City Council opted to include $573,674 for WEA Health Services in the FY 2023-2024 budget.
Accordingly, during Fiscal Year 2023-2024, the City will pilot the following public health services as part of the first phase of capacity building: • Clinical service offerings directly to the Vernon community at the Vernon Wellness Center located at City Hall. . . . .
Item 15 Page 1 of 28
• Clinical service offerings via the mobile health vans on-site at Vernon business locations. • Intervention service offerings with integrated behavioral health services.
Pursuant to VMC Sections 3.32.110(B)(2) and (B)(3), the City is best served by a direct award of the contract for Public Health Services without a competitive selection process based on the work and services already contracted with WEA, including Health Officer services and the CHNA.
WEA has the professional resources and technical expertise to administer clinical services. In addition, WEA has a diverse and culturally competent workforce to expand the City’s wellness education and outreach efforts to increase stakeholder engagement.
Therefore, staff recommends approval of the agreement with WEA for public health services.
City Council approval of the agreement is necessary as the proposed agreement exceeds $100,000 over the term of the agreement. The Master Affiliation Services Agreement has been approved as to form by the City Attorney’s Office.
Fiscal Impact
The fiscal impact is not-to-exceed $567,000. Sufficient funds are available in General Fund, Health Department, Health Services Account No. 011-020-200-529230 for the current fiscal year.
Attachments
1. Master Affiliation Services Agreement . . . .
Item 15 Page 2 of 28
1 MASTER AFFILIATION SERVICES AGREEMENT
This Master Affiliation Agreement (this “Agreement”) is effective as of July 1, 2023, (the “Effective Date”) and is entered into by and between the City of Vernon, with address at 4305 S. Santa Fe Avenue, Vernon, CA 90058, a California charter City and California municipal corporation (“City”), and Wellness and Equity Alliance, with address at 250 Quail Ridge Road, Scotts Valley, CA 95066, a national alliance of population & public health limited liability organization (“WEA”).
RECITALS
WHEREAS, City and WEA desire to enter into an affiliation (the “Affiliation”) in accordance with the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PURPOSES AND GOVERNING PRINCIPLES OF THE AFFILIATION.
1.1 Purposes. The Parties acknowledge that the achievement of the goals of the Affiliation is dependent on (i) the recognition of commonality of the purposes and objectives of the Parties, and (ii) the coordination, cooperation and commitment of the Parties to further such Purposes in accordance with the terms set forth in this Agreement. The governing principles and protocols are designed to assist the Parties in coordinating such efforts and in allocating their respective resources as required to further the common Purposes and effect the Affiliation in accordance with the terms and conditions set forth herein and at Exhibit A (“Purpose”).
1.2 Retention of Ultimate Control. Notwithstanding any other language set forth herein, each Party shall retain ultimate control over its own management, assets, employees, finances, operations and affairs, including but not limited to the administration of personnel policies, procedures and standards of performance. Except as the City may authorize in writing, WEA and any of its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity as agents or otherwise.
1.3 Disclaimer of Partnership. Agency and Joint Venture. Nothing in this Agreement is intended, nor shall it be deemed, to create a partnership or agency relationship between, or joint venture of, WEA, City or any of their affiliates.
1.4 Independence. Except as expressly set forth herein, this Agreement shall not limit the rights of the Parties to engage in separate and independent activities, separate and apart from the Affiliation, and this Agreement shall not prevent a Party from engaging in such activities or require a Party to permit the other Party to participate in any such independent activities, each Party hereby waives, relinquishes and renounces any such right or claim of participation.
1.4.1 This Agreement is not intended to, and does not, create or impose any common law or statutory fiduciary duty of loyalty on any Party, or its affiliates or representatives. Furthermore, each of the Parties hereby waives any and all fiduciary duties of loyalty that, absent such waiver may be implied by or asserted, and in doing so, acknowledges and agrees that the duties and obligation of each Party to each other are limited only to those expressly set forth in this Agreement. The Parties acknowledge and agree that the terms and conditions set forth in this Agreement are agreed by the Parties to replace such other duties and liabilities of a Party that may otherwise be asserted. . . . .
Item 15 Page 3 of 28
2 1.4.2 Except as provided in this Agreement, whenever in this Agreement a Party, including, any of its representatives serving on any committee, is permitted or required to make a decision, the Party and its Representatives shall be entitled to consider the interests of such Party or the Party that appointed such Representative and shall have no duty or obligation to consider the interest of or factors affecting the other Party.
1.5 Related Party Transactions. The Parties acknowledge and agree that any other agreements by and between the Parties in furtherance of the Affiliation as contemplated herein shall be entered into on terms that are consistent with commercially reasonable terms and fair market value standards, as determined by arm’s length negotiation between the Parties and approved by the Executive Committee.
1.6 Compliance Standards. The governance, administration, operation and performance by the Parties in the conduct of the Affiliation shall be conducted in accordance with the requirements set forth herein, including, compliance with: (i) applicable laws, rules, regulations, (ii) accreditation and ethical standards and (iii) principles relating to justice, equity, diversity and inclusion ("EDI").
1.7 Governance and Oversight. In order to expedite the administration of the Affiliation, the authority, powers and rights of the Parties with respect to the Affiliation will be exercised by or under the authority of each Party’s authorized officials designated herein, or any such other committee and governance structure as may be mutually agreed upon from time to time in writing by the Parties.
1.8 Coordination and Cooperation. The Parties agree to coordinate and cooperate diligently with respect the administration and performance of the terms set forth in this Agreement in accordance with applicable laws, rules and regulations. Each of the Parties will participate, and cause its Representatives to participate in the governance, administration and management of the Affiliation, including, with respect to (i) participation in the administration, governance and oversight of the Affiliation, and (ii) fulfillment of the other tasks, services, roles and responsibilities required for the efficient administration of the Affiliation. The Parties will assign such duties, and make such personnel available to perform such duties, as required by the Parties to perform in accordance with the terms set forth herein.
1.9 Branding Guidelines. The Parties will coordinate and cooperate with respect to the development and use of branding guidelines relating to services, programs, and activities of the Affiliation. Except as otherwise mutually agreed upon by the Parties or as required by applicable laws, rules or regulations, the use of any co- branded items will (i) be designed to inform consumers, providers and other stakeholders of the services and resources that are being made available as part of the Affiliation, (ii) identify each of the Parties with equal prominence, and (iii) be used in accordance with the standards set forth in the co-branding guidelines, as may be authorized under the Governance Structure from time to time.
2. SERVICES.
2.1 City Services.
2.1.1 Scope. City shall provide WEA and the Affiliation with certain products, services, deliverables and any and all other components required for the performance under the statement of work set forth at Exhibit E (“Statement of Work”) and as otherwise reasonably necessary to support WEA’s performance of the WEA Services as set at Section 2.2 below (collectively, the “City Services”).
2.1.2 Legal Standards. City will provide City Services in accordance with (i) applicable laws, rules, regulations, (ii) professionally recognized standards, (iii) requirements under applicable contracts, grants and other obligations, (iv) applicable accreditation, and ethical requirements, and (v) the Purposes of the Affiliation and the other terms and conditions set forth in this Agreement.
2.1.3 Policies. In performing the City Services, City will, and will cause City’s employees, agents or representatives (collectively, “City Personnel”) to, comply in all material respects with the policies, . . . .
Item 15 Page 4 of 28
3 procedures, and rules of WEA and the Affiliation, as established by the Governance Structure from time to time on a basis consistent with applicable law and industry standards. City Personnel shall be solely responsible for exercising its judgment and determining the methods and manner in which the Services are provided under this Agreement, in accordance with City’s status as an independent contractor as set forth at Section 8 below.
2.1.4 Staffing. Subject to the prior written approval of WEA and, as applicable, the Governance Structure, City may provide sufficient and qualified, trained, and experienced personnel to fulfill its obligations under this Agreement. City shall implement corrective actions, including, without limitation, those relating to additional training and education to, and/or the replacement of, City Personnel, upon WEA’s reasonable request if WEA is reasonably dissatisfied with the performance or competence of such individual and notifies City regarding such dissatisfaction in writing.
2.1.5 Communication; Reporting. City shall communicate with, and submit such reports to, WEA and as required under the Governance Structure to document the performance of City Services in accordance with the terms set forth herein. Such communications shall be provided verbally and in writing in such form as determined and approved by WEA and as required under the Governance Structure.
2.1.6 Service Provider Performance Standards. The City Services shall be provided in accordance with the qualifications, performance standards, specifications and other terms and conditions set forth at Exhibit C (“Performance Standards”).
2.1.7 City Payment. All fees, costs and expenses payable by City under this Agreement to WEA shall be expressly set forth in Exhibit F (“WEA Fees, Invoicing and Payments”). WEA shall invoice City on a monthly basis with terms of net thirty (30) days. In the event that Service Provider must pursue an action to collect past-due payments from City, City shall reimburse WEA for all costs and expenses associated with such collection action, including, but not limited to, attorneys’ fees and court costs. WEA reserves the right, at any time, to modify its billing methods.
2.1.8 Taxes. City shall be responsible for the payment of all taxes imposed on City applicable to payments made by WEA to Service Provider under this Agreement. In no event shall WEA be responsible for taxes based on City's income, revenues, gross receipts, employee payroll taxes or any taxes associated with City's franchise.
2.2 WEA Services
2.2.1 Scope. WEA shall provide City and the Affiliation those certain products, services, deliverables set forth at Exhibit B (collectively, the “WEA Services”) and any and all other components relating to the performance under the Statement of Work set forth at Exhibit D.
2.2.2 Legal Standards. WEA will provide such WEA Services in accordance with (i) applicable laws, rules, regulations, (ii) professionally recognized standards, (iii) requirements under applicable contracts, grants and other obligations, (iv) applicable accreditation, and ethical requirements, and (v) the Purposes of the Affiliation and the other terms and conditions set forth in this Agreement.
2.2.3 Polices. In performing the Services, WEA will, and will cause WEA's employees, agents or representatives (collectively, "WEA Personnel") to, comply in all material respects with the policies, procedures and rules of City and the Affiliation, as established by the Governance Structure from time to time on a basis consistent with applicable law and industry standards. WEA Personnel shall be solely responsible for exercising its judgment and determining the methods and manner in which the Services are provided under this Agreement, in accordance with WEA's status as an independent contractor as set forth at Section 8 below.
2.2.4 WEA Staffing. Subject to the prior written approval of the City, and as applicable, the Governance Structure, WEA may provide sufficient and qualified, trained and experienced personnel to fulfill its obligations under this Agreement. WEA shall implement corrective actions, including, without limitation, those . . . .
Item 15 Page 5 of 28
4 relating to additional training and education to, and/or the replacement of, WEA, upon City’s reasonable request if Strategic Partner is reasonably dissatisfied with the performance or competence of such individual and notifies WEA regarding such dissatisfaction in writing.
2.2.5 WEA Communication. Reporting. WEA shall communicate with, and submit such reports to City and as required under the Governance Structure to document the performance of WEA Services in accordance with the terms set forth herein. Such communications shall be provided verbally and in writing in such form as determined and approved by WEA and as required under the Governance Structure.
2.2.6 WEA Performance Standards. The WEA Services shall be provided in accordance with the qualifications, performance standards, specifications, and other terms and conditions set forth at Exhibit C (“Performance Standards”) and Exhibit E (“Strategic WEA Performance Standards”) which comprises WEA’s Staffing Model for Clinical Services and Outreach.
2.2.7 WEA Fees, Invoicing and Payment. All fees, costs and expenses payable under this Agreement to WEA shall be expressly set forth in each Exhibit G, as shall be amended and/or expanded from time to time to include new programs and services as mutually agreed upon in writing by the Parties.
WEA shall invoice City according to the terms set forth in the Statement of Work and City shall pay all invoiced amounts within thirty (30) calendar days of City’s receipt of the invoice. In the event that WEA must pursue an action to collect past-due payments from City, City shall reimburse WEA for all costs and expenses associated with such collection action, including, but not limited to, attorneys’ fees and court costs. WEA reserves the right, at any time, to modify its billing methods.
2.2.8 Taxes. WEA shall be responsible for the payment of all taxes imposed on WEA applicable to payments made by City to WEA under this Agreement. In no event shall City be responsible for taxes based on WEA's income, revenues, gross receipts, employee payroll taxes or any taxes associated with WEA as an organization.
3. REPRESENTATION AND WARRANTIES
Each Party represents to the other Party as of the Effective Date and at all times during the Term of this Agreement as follows:
3.1 Organization and Good Standing. Each Party is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified. Each Party has the organizational power and authority to own, operate or hold under lease its properties and assets and to carry on its business and operations as presently conducted.
3.2 Authority. Each Party has the full organizational power and authority to enter into, and to perform its obligations under this Agreement and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Party and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby have been duly and properly authorized by proper organizational action in accordance with Applicable Law and its organizational documents. This Agreement constitutes (and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby will constitute) the lawful, valid and legally binding obligation of such Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws of general application affecting the enforcement of creditors’ rights and by general equitable principles. . . . .
Item 15 Page 6 of 28
5 3.3 No Conflict. The execution, delivery, and performance of this Agreement and any other agreement to be entered into by such Party in connection with the transactions contemplated hereby will not violate or conflict with any provision of, constitute a default or breach of such Party’s organizational documents, Applicable Law, or any contract, lease, agreement, indenture, mortgage, pledge, sublease, option, assignment, permit, license, approval or other commitment or any writ, order, injunction, judgment, decree, ruling, assessment or arbitration award of any governmental authority to which such Party is a party or is subject to or by which such Party is bound. No approval, authorization, registration, notice, consent, order or other action of or filing with any governmental authority or third party is required for the execution and delivery by such Party of this Agreement or any other agreement to be entered into by such Party in connection with the transactions contemplated hereby or the consummation by such Party of the transactions contemplated or required hereby or thereby.
3.4 Compliance with Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect, such Party has complied and is currently in compliance with, and have made and are making all filings required pursuant to, all applicable laws, rules and regulations, and are currently in compliance with all orders and any governmental authority requirements in connection with the conduct of the business and operations of each Party. Such Party is not a party to, and does not have reporting obligations pursuant to, any settlement agreement entered into with any governmental authority.
3.5 Non-Exclusion. Neither such Party nor any of its affiliates has been or, to its knowledge, is subject to pending action for exclusion or suspension from participation in any federal or state government programs or debarred from contracting with the federal or any state government; and, to such Party’s Knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion or debarment.
3.6 Legal Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect, there is no litigation, proceeding, claim or governmental investigation pending or, to the knowledge of such Party, threatened against such Party.
4. TERM AND TERMINATION
4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue thereafter for a period of one (1) year, unless sooner terminated as set forth herein (the “Initial Term”). Thereafter, the parties may, upon mutual agreement, renew for an additional period of five (5) years(the “Renewal Term,” and together with the Initial Term, the “Term” of the Agreement). A total of five(5) contractual years is the potential duration of renewal time currently approved, upon mutual agreement. Either party may provide prior written notice of its intention not to renew this Agreement at least 90 days prior to the expiration of the Initial Term. The termination of any Statement of Work shall not serve to automatically terminate this Agreement; provided, however, that termination of this Agreement shall serve to automatically terminate any Statement(s) of Work then in effect hereunder.
4.2 Termination for Cause. Either party may terminate this Agreement for cause by written notice to the other party upon the material breach by the other party that remains uncured thirty (30) days after the non- terminating party provides written notice thereof; and such event continues for thirty (30) days after the other party provides written notice thereof.
4.3 Termination without Cause. Either party may terminate this Agreement at any time, without cause and without penalty, in whole or in part, by providing not less than thirty (30) days’ prior written notice to the other party. In the event of WEA’s termination pursuant to this Section 3.3, Service Provider shall be compensated for any Services provided prior to the date of such termination.
4.4 Effect of Termination; Survival. If this Agreement expires or is terminated by either party, Service Provider will return to WEA any Confidential Information (as defined in Section 5.1). The expiration or termination of this Agreement for any reason will not release either party from obligations set forth in this Agreement that will survive or continue beyond any such expiration or termination, relating to Section 4 (Invoicing . . . .
Item 15 Page 7 of 28
6 and Payment), Section 5 (Confidentiality and Security), Section 6 (Insurance) (to the extent provided therein), Section 7 (Indemnification), and Section 8 (Miscellaneous).
5. CONFIDENTIALITY AND SECURITY
5.1 General Non-Disclosure Obligation. In connection with the performance of Services, the Parties will have access to Confidential Information (as that term is defined below) of the other Party. Each Party agrees to keep any Confidential Information disclosed by, or on behalf of, the other Party in strict confidence, and further agrees not to disclose such Confidential Information to any third parties, except as may be specifically permitted by this Agreement. As used in this Agreement, the term “Confidential Information” shall mean, with respect to a party hereto, all information or material which (i) gives that party some competitive business advantage or the opportunity for obtaining such advantage or the disclosure of which could be detrimental to the interests of that party; or (ii) is (a) marked “Confidential,” “Restricted,” or “Proprietary” or with some other, similar, marking; (b) known by the parties to be considered confidential or proprietary information that is unique to the Party; or (c) from all the relevant circumstances, should reasonably be assumed to be confidential or proprietary. Confidential Information includes but is not necessarily limited to financial data and business strategies and other proprietary information.
Notwithstanding the foregoing, no information constitutes Confidential Information if such information (a) is or becomes publicly known or in the public domain through no breach of an ongoing confidentiality obligation or other unlawful act; (b) was in the recipient’s possession prior to the date of receipt from the disclosing party, lawfully obtained from a source other than the disclosing party (or its subsidiaries, affiliates or joint ventures) and not subject to any obligation of confidentiality, and the recipient is able to adequately substantiate such prior knowledge; or (c) is disclosed as required by any law or court order in accordance with the provisions of Section 5.2 hereof.
5.2 Permitted Third Party Disclosures. A Party may disclose the Confidential Information of the other Party only to the extent that such disclosure is required by law, regulation or other lawful order or process, and prior to any such disclosure, the Party required to disclose such Confidential Information notifies the other Company of the disclosure requirement to provide the City with an opportunity to take reasonable action as may be deemed advisable by WEA oppose or limit any such disclosure.
5.3 Ownership and Limited Use.
5.3.1 Ownership. The Affiliation shall not provide rights of a Party to any rights in Confidential Information or other Intellectual property rights of the other Party. Any materials, productions, information, intellectual property or other items or rights resulting from a Party’s performance under this Agreement shall be owned by, and for the express benefit of such Party.
5.3.2Limited Use. Each Party may access and use Service Provider’s Confidential Information only as reasonably required to the Affiliation and for no other use.
5.4 Equitable Relief. Each Party acknowledges that any unauthorized disclosure or use of Confidential Information to which it obtains access by virtue of this Agreement, or any other breach of this Section 5 (Confidentiality and Security), would cause the other party immediate and irreparable harm for which monetary damages would not be adequate compensation. Accordingly, each Party acknowledges and agrees that in the event of such a breach, or threatened breach, of any provision of this Section 5 (Confidentiality and Security) shall be entitled to equitable relief, including a restraining order, preliminary and permanent injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which such Party may be entitled at law or in equity, all without the requirement of posting bond or proving the inadequacy of monetary damages. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity.
5.5 Duration of Obligations; Return or Destruction. The restrictions on use and disclosure of Confidential Information set forth in this Section 5 (Confidentiality and Security) shall remain in full force and . . . .
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7 effect during the Term of this Agreement and for five (5) years following any expiration or termination hereof; provided, however, that notwithstanding anything else to the contrary, all information that constitutes a “trade secret” under applicable law shall remain subject to these restrictions in perpetuity and shall not expire. Except as otherwise authorized herein, upon the termination or expiration of this Agreement, or upon request by a Party, the other Party shall deliver over to the Party (or, if specifically requested or authorized by such Party, destroy) (a) all Confidential Information of the Parties embodied in tangible form, and (b) all copies of documents, data, software, programs, listings and other things, including without limitation all recordings on magnetic, optical or other media, that comprise, contain or embody any Confidential Information, and shall not take or retain any copies thereof.
5.6 Access to PHI. As of the Effective Date, the Services anticipated to be provided under this Agreement may require City to (a) access or receive “Protected Health Information” or “PHI” (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder (“HIPAA”). If the Services in any Statement(s) of Work may require Cityto access, receive or use PHI, the parties agree to enter into a commercially reasonable a Business Associate Agreement (“BAA”) in substantially the form attached hereto as Exhibit G. If the need for such access, receipt or use is identified with respect to an existing Statement of Work, and the parties are unable to promptly agree upon the terms of a BAA, either party shall have the right to terminate the applicable Statement of Work pursuant to Section 4.3 (Termination without Cause) above.
6. INSURANCE. During this Agreement, each Party shall carry and maintain, at its sole cost and expense, insurance or equivalent self-insurance as is reasonably required by the Party and necessary and customary to the operation of the Party and its businesses, in commercially reasonable amounts and in accordance with all applicable state and federal laws and regulations. WEA shall provide City policies of insurance types in the amount set forth below for the duration of the Agreement and provide City certificates evidencing such coverage, and must be in a form approved by the City. In addition, the insurance policies required shall be issued by insurance companies licensed to do business in the state with an A.M. Best rating of at least A-VIII.
1. General Liability coverage with limits of not less than $2,000,000 per occurrence and $4,000,000 aggregate. 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 insured under WEA’s insurance policy; it shall be primary and non-contributory without seeking contribution from the City’s insurance or self-insurance.
2. Automobile Liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. WEA agrees to subrogate automobile liability resulting from performance under this Agreement. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insured under WEA’s insurance policy; it shall be primary and non-contributory without seeking contribution from the City’s insurance or self-insurance.
3. Professional Errors and Omissions coverage with limits of not less than $5,000,000 where such risk is applicable. WEA shall maintain such coverage for at least five years after the termination of this Agreement.
4. Workers’ Compensation coverage with limits of not less than $1,000,000 per occurrence. The policy shall be endorsed to waive all rights of subrogation against the City, its directors, commissioners, officers, employees, and volunteers for losses arising from the performance of this Agreement.
5. Excess Liability coverage – Any umbrella or excess insurance coverage shall contain or be endorsed to include a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of the City before the City’s insurance or self-insurance shall be called upon. If the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance.
. . . .
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8 7. INDEMNIFICATION; LIMITATION OF LIABILITY.
7.1 Indemnification. Each Party (“Indemnifying Party”) shall, at its own expense, defend, indemnify and hold harmless the other party, the and its affiliates, and its and their respective owners, directors, managers, officers, employees, agents, representatives, successors-in-interest and assignees (collectively, the “Indemnified Parties”) from and against any and all third party claims, demands, suits, actions or proceedings, arising from or relating to (a) the Indemnifying Party’s breach of this Agreement, or (b) negligence, gross negligence, fraud, or intentional misconduct (collectively, “Claims”) or (c) a party’s violation of applicable laws, rules or regulations.
Subject to the limitations set forth herein, Indemnifying Party shall pay all liabilities, obligations, losses, fees, penalties, fines and any other expenses arising from the Claim as such amounts are finally determined, of the Indemnified Parties, including without limitation, reasonable attorneys’ fees or costs and attorneys’ fees or costs incurred in enforcing any obligations under this Section. In connection with any Claim for which an Indemnified Party is seeking indemnification, the Indemnified Party: (i) shall give Indemnifying Party prompt written notice of the Claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure; (ii) shall cooperate with Indemnifying Party, at Indemnifying Party’s sole cost and expense, in connection with the defense and settlement of the Claim; and (iii) shall permit Indemnifying Party to control the defense and settlement of the Claim; provided, however, that Indemnifying Party may not settle the Claim without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed) in the event such settlement materially adversely impacts an Indemnified Party’s rights or obligations.
7.2 Limitation on Indirect Damages. EXCEPT IN REGARD TO DAMAGES ARISING OUT OF
FRAUD, OR GROSSLY NEGLIGENT ACTS, NEITHER OF THE PARTIES WILL BE LIABLE TO THE
OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR
EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS
REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS, OR A FAILURE TO REALIZE
EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES
COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO EITHER PARTY.
7.3 Limitation on Damages. NOTWITHSTANDING ANY OTHER LANGUAGE SET FORTH HEREIN, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Service Provider, ITS OWNERS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OR OTHER PERSONS SUBJECT TO
INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY COMPANY TO Service Provider IN THE TWELVE (12) MONTHS THAT PRECEDED THE
EVENT GIVING RISE TO SUCH LIABILITY, EXCLUDING ANY APPLICABLE INSURANCE COVERAGE PAYMENTS.
8. MISCELLANEOUS
8.1 Government Verification of Costs. Until the expiration of six (6) years after the furnishing of any Service pursuant to this Agreement, each Party will make available, upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives, copies of this Agreement and any books, documents, records, and other data of the Party that are necessary to certify the nature and extent of costs incurred by the Party for such services. If a Party carries out any of its duties under this Agreement through a subcontract with a related organization involving a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, such Party will cause such subcontract to contain a clause to the effect that, until the expiration of six (6) years after the furnishing of any service pursuant to . . . .
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9 said contract, the related organization will make available, upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives, copies of records of the related organization that are necessary to certify the nature and extent of costs incurred for such services. This provision shall also apply to any contract between a subcontractor and an organization related to the subcontractor by control or common ownership.
8.2 Independent Contractor. Each Party acknowledges that it is at all times acting as an independent contractor under this Agreement and not as an agent, employee, or partner of the other Party. No Party has authority to enter into any contract or incur any obligation on behalf or in the name of the other Party. Each Party is solely responsible for, and shall indemnify the other Party with respect to, all matters relating to compensation of, and benefits for, its employees, including but not limited to compliance with laws governing workers’ compensation, Social Security, withholding and payment of any and all federal, state and local personal income taxes, disability insurance, unemployment, and any other taxes for such persons, including any related employer assessment or contributions required by law.
8.3 Third Party Beneficiaries. No third party shall be deemed to be a third-party beneficiary of this Agreement.
8.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party shall assign or delegate this Agreement or any part thereof, whether voluntarily or by operation of law, without the prior written consent of WEA.
8.5 Notices. Notices, requests, consents, approvals, agreements, authorizations, acknowledgments, waivers and other communications required or permitted under this Agreement will be in writing and deemed duly given if receipt is acknowledged by the recipient, or if delivered by courier or certified or registered mail or email (in the case of email, with acknowledgment of receipt by the addressee (other than an automatically-generated receipt) to the address specified below. Either party may change its address for notification purposes by giving the other Party prior written notice of the new address and the date upon which it will become effective.
If to City: Address: 4305 Santa Fe Ave, Vernon, CA 90058 Email: Freddie Agyin; [email protected]
If to Service Provider: Address: 250 Quail Ridge Road, Scotts Valley, CA 95066 Email: Nancy Anwar Evans; [email protected]
8.6 Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws).
8.7 Entire Agreement; Modifications. This Agreement, including without limitation any Exhibit attached hereto, contains and constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other prior and contemporary agreements, understandings, and commitments between the parties with respect to the subject matter of this Agreement. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and manually signed by City and WEA.
8.8 Interpretation of Agreement; Severability. This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party by virtue of that party being considered the drafter of this Agreement. In the event of any conflict or inconsistency in the interpretation of this Agreement, such conflict or inconsistency shall be resolved by giving precedence first to the main body of this Agreement, and second to the Exhibits. All personal pronouns used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The section headings contained . . . .
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10 herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable Laws without invalidating the remaining provisions hereof.
8.9 Waiver. All waivers under this Agreement shall be in writing in order to be effective. No waiver by a party of any breach of this Agreement or waiver of any warranty, representation, or other provision hereunder shall be deemed to be a waiver of any other breach, warranty, representation, or provision (whether preceding or succeeding, and whether or not of the same or similar nature), and no acceptance of performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation, warranty, or other provision, whether or not the party accepting performance knows of such breach at the time of acceptance. The failure or delay by a party to exercise any right it may have by reason of the default of the other party shall not operate as a waiver of the default or modification of this Agreement and shall not prevent such party from exercising any right it may have under this Agreement.
8.10 Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile transmission, by electronic mail in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, each of which shall be deemed an original, and will become effective and binding upon the parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Agreement. [Signature Page Attached] . . . .
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11 IN WITNESS WHEREOF, the parties have executed this Agreement to become effective as of the Effective Date.
WEA CITY
______________________________________
Signature
______________________________________
Signature
______________________________________
Printed Name
Carlos R. Fandino, Jr. ___________________
Printed Name
______________________________________
Title
City Administrator___________________________
Title
______________________________________
Date
______________________________________
Date
ATTEST
_________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
__________________________
Zaynah N. Moussa,
City Attorney . . . .
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12 EXHIBIT A: PURPOSE OF AFFILIATION
Wellness & Equity Alliance (WEA) is a novel national public health organization and multidisciplinary team of physicians, health professionals, and organizational experts with expertise in infectious disease, public health, emergency medicine, primary care, cardiology, pediatrics, psychiatry, community health work (CHW), nursing and advanced practice pharmacy. WEA’s core mission is to address healthcare disparities largely driven by the social determinants of health (SDoH). Through strategic affiliations with public health agencies, and other local and state government agencies, WEA can provide comprehensive public health extension services tailored to minimize access barriers for historically vulnerable communities.
As of August 2023, WEA will represent the City of Vernon and the public health officer through public health, population health management, health education, community outreach, marketing/communications, and medical services to the City of Vernon residence and business affiliates. The statement of work outlined reflects the first phase of our multi-phased approach for clinical and public health services. . . . .
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13 EXHIBIT B: WEA SERVICES
In WEA’s first phase
1 of service during FY 2023-2024, our core services offerings in the affiliation between the City of Vernon and WEA will consist of the following services: ● A public health department (led by a public health officer) with nursing, epidemiologists and other controllers who can track issues within the city and throughout the state to ensure the city is prepared at all times (especially during public health emergencies).
● Clinical services (including primary care, mental health, substance use disorder management, and urgent care) conveniently to businesses and points of residents, which will improve the health and productivity of workforces and resident communities.
WEA’s Core Public Health Services will include the following: ● Population-based communicable disease surveillance and management ● Surveillance and management of illicit substance use ● Surveillance and management of environmental health issues2 ● Liaison between California Department of Public Health and City from a public health perspective ● Liaison between Los Angeles County Department of Public Health and City from a public health perspective
WEA’s Community Health Services will include the below during our first phase implementation. ● Screening and management of chronic health concerns ● Screenings for communicable diseases ○ Covid-19 testing ○ influenza testing ○ Streptococcal A pharyngitis ○ Sexually Transmitted Infections (STIs) (e.g., Chlamydia, Gonorrhea, Syphilis) ● General lab services ● Mild injury care ● Acute illness1 ● Immunizations ○ Influenza ○ COVID-19 ○ Tdap ○ Pneumonia ● Industry specific vaccines2 ● Mental health screening and management ● Substance use disorder (SUD) screening and management ● Community health promotion and patient education 1 Note that the services of the first phase may increase or decrease depending on ongoing needs and City approval as required. 2 in collaboration with the
City’s environmental control division
. . . .
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14 In addition, WEA will provide the following non-clinical services:
● marketing/communication ● community outreach ● health-care services and public health grant research/submission and management In support of WEA providing the above services to the City of Vernon residence and those who migrate through the city on a daily basis, the City of Vernon has committed to providing clinic space, mobile health unit(s), pop up clinic non-medical equipment, and marketing/communications materials for co-branding materials and outreach. 1 Limited scope to begin with 2 pending needs assessment discovery . . . .
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15 EXHIBIT C: PERFORMANCE STANDARDS
Performance standards will be upheld by City of Vernon and WEA to demonstrate our shared strategic goals with transparency to officials, executives and board members while providing an ongoing oversight and mechanisms to monitor progress toward these goals through simple and intuitive performance measures.
City of Vernon has identified Freddie Agyin, Director of Health & Environmental Control Department as WEA’s direct leadership point of contact in the Affiliation. Dr. Tyler Evans, WEA Co-Founder and CEO who also serves as City of Vernon’s Public Health Officer will serve as the direct leadership point of contact for WEA. City of Vernon and WEA will adhere to the following performance management standards:
● Strategic level refers to goals on the organizational and city level. Strategic standards will align with the Affiliation’s vision, objectives, and values.
● Operational level of performance management emphasizes how services and activities work to achieve the Affiliation’s goals. Employers from each organization may create performance standards which apply to the company's anticipated delivery of services.
● Individual level focuses on the individual employee to ensure that all employees are performing their tasks well. Individual standards evaluate employees' work and seek to improve the quality of their performances.
WEA will submit monthly performance reports to the City of Vernon, along with monthly invoicing. Invoicing and payment turnaround times will follow the above contractual agreement. Joint operations meetings will occur between the City of Vernon and WEA. Should additional supporting documentation or requests occur as an action item of the joint operations meetings, each party will be responsible to identify the length of time needed to remediate need, identification of action item owner, and number of staff to support the request.
WEA will conduct internal oversight and audits of services and processes implemented. Staff will be evaluated on process adherence, along with response time, and patient/community satisfaction. City of Vernon will also monitor the Affiliation, provide staff when or if needed for WEA events/joint opportunities, and coordinate in response with WEA should any community appeal or grievances be received. . . . .
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16 EXHIBIT D: STATEMENT OF WORK
This statement of work is entered into between WEA and City of Vernon to initiate front line services as of FY 2023-2024. In the first phase, the City of Vernon will fund WEA’s service delivery start-up costs for community health services and coverage of core public health services for the FY 2023-2024.
The City of Vernon has the right to protect its businesses and residents and own the process in which it chooses to do so. Creating a robust public and community health infrastructure ensures that a municipality is strong and resilient enough to withstand any stress on the system. In addition, the city, in collaboration with WEA, will be providing clinical services to residents, businesses, and people who may be at risk or experiencing homelessness. As the City’s daytime population includes over 50,000 workers employed by various business entities on a daily basis, we acknowledge that many of these people are not able to access health care services (e.g., primary care, preventive care, and essential behavioral/mental health services) during standard office hours, as they are busy working.
Consequently, many people are without optimal health care or care at all. This leads to a sicker workforce more prone to stress on the system. A public health emergency (like COVID-19) tears at those points of stress, and the entire population remains at risk. This causes individual pain and suffering as well as a significant impact on the productivity of the workforce. By bringing health-care to businesses, schools and residences, we will ensure the convenience of community and public health services are always accessible, thereby leading to a safer, educated, stronger, and more empowered community. It is WEA’s mission to grow public and community health in a new, approachable and easily accessible way that addresses health equity and aligns with city’s goals such as Vernon.
Through this growth phase, WEA strongly believes that the City of Vernon can become an important showcase for other cities across the country on how to support populations and their health in the right way. By building out the health department to include a robust team of professionals dedicated to serving the various communities in Vernon, we can build a healthier population and gain greater trust and support from them. The WEA model for core public health services aims to create the areas of focus a health department needs. Playing a crucial role in preventing and controlling the spread of diseases and injuries, promoting healthy behaviors and lifestyles, and providing access to healthcare services are all crucial elements WEA recognizes as building a robust health department. ● Community Health Services with Integrated Behavioral Health Services at the Hub “Health Bungalows” ○ Timeline: FY 2024 ○ Operational Days: 4 operating days per calendar week. ○ Purpose: Clinical services to be run out of these offices and will serve as the home base for operations throughout the city.
○ Daily max community member count: Serve up to twenty-four (24) patients per day. ○ Requirements (to be provided by the City): ■ WEA staff will require access to one bungalow at this time for clinical services ■ WEA staff will require the capacity to use a secondary bungalow for storage and cold chain assets, when appropriate.
○ Deliverable: Service Provider will offer clinical services from the hub and plans to use the mobile units on alternative days for clinical service offerings out in the community. ● Community Health Services and Outreach at Spokes- Mobile Units ○ Timeline: FY 2024 ○ Operational Days: alternating days with hub model above. ○ Purpose: Clinical services to be run out of the mobile units to serve and support each person where they are at throughout the city.
○ Requirement: Two (2) city-provided mobile units (sprinter vans) for a combination of clinical services and outreach.
. . . .
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17 ■ Van #1: Staffed for clinical services. This includes community health services as described above, and integrated mental and behavioral health services. ● Community Health Services and Integrated Behavioral Health Services Unit:
(Van #1). Optional to run up to 2 days per week. ○ Daily max community member count: Serve up to twenty (20) patients per day.
○ Deliverable: Integrated community health and behavioral health services included.
■ Van #2: Staffed for community health outreach and/or clinical services. Community Health Outreach Unit: (Van #2). Optional to run up to five (5) days per week, four (4) hours per day. ● Daily max community member count: Serve up to ten (10) patients per day. ● Deliverable: Used to conduct outreach to local businesses and communities promoting the services offered by WEA and The City of Vernon, health promotion and education, and relationship building.
. . . .
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18 EXHIBIT E: WEA STRATEGIC STAFFING MODELS
WEA performance standards relate to the staffing models which will be utilized through the City of Vernon service delivery model. WEA’s Core Public Health Services include the following roles, responsibilities, and full- time employee (FTE) count:
Roles Responsibilities FTE
Health Officer Role already under contract and accounted for financially.x Public Health Nurse (RN)
Responsible for helping to manage and oversee much of the public health program.
Interfacing with the City of Vernon, public health officer, and clinical teams.
0.5 Epidemiology
Studies the patterns and causes of disease and injuries within the population and works to prevent the spread of disease through surveillance, investigation, and the development of strategy to control and manage outbreaks.
0.1 Communicable Disease/STI Controller
Responsible for preventing, managing, and controlling the spread of communicable disease and sexually transmitted infections within the community. Implementing prevention programs, identifying and tracking cases, conducting outreach to at-risk populations and providing treatment and education.
0.4 HIV + TB Controller Role and cost covered by Health Officer salary X Public Health Administrative Assistant
Clerical work including- document handling, patient
communications and appointment setting, state/county
required reporting and data organization.
0.5 WEA’s staffing model for Clinical Services and Outreach with the Community Health and Behavioral Health Services Hub or Spoke includes the following roles, responsibilities, and full-time employee (FTE) counts.
Roles Responsibilities FTE
Operations Site Lead Oversees the daily operations and manages site logistics. 1.0 Advanced Practice Provider (PA/NP) Healthcare provider conducting patient care visits for primary care related issues. 1.0
Clinical Nurse Manager
Lead RN who is overseeing clinical staff, setting work schedules, managing patient relations and staff. 1.0
Medical Assistant Administrative and clinical task providing support to provider and other staff. 0.5 . . . .
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19 Medical Director Overseeing physician in charge of all medical approvals and reviews . 0.2
Clinical Educator Lead educator responsible for initiating and maintaining clinical staff training and compliance with education and best practices. 0.1
Program Manager Oversees project as a whole and is the main liaison between the city and WEA. 0.5
Health | Front Office Admin Checking in and out of patients, managing appointments and schedules, responsible for filling correct data and documentation. 0.5 Insurance Enrollment Coordinator Responsible for helping individuals enroll in various types of insurance programs and plans. 0.5
Referral Coordinator Responsible for managing referrals for medical services outside of WEA scope. 0.5
Psychiatry Medical Director Overseeing psychiatric physician in charge of all medical approvals and reviews in relation to behavioral and mental health. 0.1 Behavioral Health Therapist
(LCSW/LMFT)
Healthcare provider conducting patient care visits for behavioral health and mental health services. 0.5
LCSW Oversight Oversee the behavioral health therapist (LCSW/LMFT). 0.1 Community Health Worker (Outreach) Conducts outreach to community and education on services available as well as pertinent health information dissemination. 1.5
Outreach Lead Oversees CHW outreach efforts and coordinates events and planning with the team. 0.4
Public Information Officer (PIO)
Responsible for extension of WEA’s marketing/communications team to adapt public health strategies tailored to Vernon’s population (especially businesses) in order to optimize uptake and engagement of services and communicate public health risk during times of need.
0.1 Marketing Director Develops an overall strategic plan to promote services and executes on approved promotional campaigns. 0.2
Community Pharmacist Ensuring that WEA’s formulary is stocked and providing quality compliance and consultations for medical providers. 0.1
Sexual Health Clinical Operations Consults on sexual health clinical operations and helps implement clinical services. 0.2
Lab Consultant Consults on all lab testing requirements and compliance pieces as well as advises on testing protocols, processes, and procedures. 0.1 . . . .
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20 WEA will begin with the core staff required and reassess FTE needs based on services rendered and community interest. Any requested increase in WEA staffing must be approved in writing by the City.
EXHIBIT F: FEES, INVOICING AND PAYMENTS
As compensation for Services and Deliverables provided hereunder, the City of Vernon will compensate WEA in the amount of $567,000 for FY 2024 for the positions listed above in this engagement. The City of Vernon shall pay WEA for August 1, 2023 through July 31, 2024, per the following schedule, thirty three percent (33% or $187,110) of total amount upon contract execution, followed by remaining monthly payments from September 1, 2023 through July 1, 2024 in the amount of $34,535.46.
WEA will strive to complete this engagement at the fees estimated above. However, if WEA encounters unforeseen complexities that warrant possible additional fees, WEA will communicate with City and identify any requested additional fees prior to invoicing City for fees beyond the above estimates.
WEA’s grand total compensation for the term of this Agreement shall not exceed $567,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.
This amount is inclusive of all costs, including travel. . . . .
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21 EXHIBIT G: HIPAA BUSINESS ASSOCIATE AGREEMENT
THIS HIPAA BUSINESS ASSOCIATE AGREEMENT (this “Agreement”) is effective July 1, 2023 (the “Effective Date”), by and between the City of Vernon, a California charter City and California municipal corporation (“Business Associate”) and Wellness and Equity Alliance, a national alliance of population & public health limited liability organization on behalf of itself and its affiliates, if any (individually and collectively, the “Covered Entity”).
A. Business Associate performs functions or activities on behalf of Covered Entity involving the use and/or disclosure of protected health information, including electronic protected health information (“PHI”) that Business Associate accesses, creates, receives, maintains or transmits on behalf of Covered Entity.
B. Covered Entity and Business Associate acknowledge their respective obligations to protect the privacy and provide for the security of PHI in compliance with the Health Insurance Portability and Accountability Act of 1996, and regulations promulgated thereunder by the U.S. Department of Health and Human Services (“HHS”), including the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E (the “Privacy Rule”), the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and C (the “Security Rule”), and the Notification of Breach of Unsecured Protected Health Information requirements at 45 C.F.R. Part 164, Subpart D (“Breach Notification Rule”), and as amended from time to time, and the privacy provisions set forth in the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (collectively “HIPAA”).
For purposes of compliance with HIPAA, the parties agree to the terms and conditions set forth in this Agreement.
1. Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms are defined under HIPAA, as applicable.
2. Compliance with Applicable Law. To the extent applicable, each party shall comply with its obligations under this Agreement and with all related obligations under HIPAA and other applicable state and federal laws and regulations, as they exist at the time this Agreement is executed and as they are amended or superseded, for so long as this Agreement is in place.
3. Uses and Disclosures of PHI
. Business Associates may use and disclose PHI as necessary and appropriate to carry out the purposes specified in this Agreement, as reasonably necessary to provide the services contemplated by a services agreement between the parties (if applicable, “Master Agreement”) and as required by law, and shall not otherwise use or disclose PHI. Business Associate shall not, and shall ensure that its directors, officers, employees, subcontractors and agents do not: (i) use or disclose PHI in any manner that is not permitted or required by the Master Agreement or this Agreement, or required by law; and (ii) use or disclose such information in a manner that would violate HIPAA if done by Covered Entity. All requests, uses and disclosures of and requests by Business Associate for PHI be limited to the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure as specified in 45 C.F.R. § 164.514(d), as applicable. . . . .
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22 4. Required Safeguards to Protect PHI. Business Associate agrees that it will implement appropriate safeguards to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of the Master Agreement or this Agreement. To the extent that Business Associate accesses, creates, receives, maintains or transmits Electronic PHI (“ePHI”) in performance of its duties on behalf of Covered Entity, Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the ePHI, as required by HIPAA.
Business associates shall encrypt all EPHI consistent with industry standards for encryption, which shall include, at a minimum, compliance with National Institute for Standards and Technology (“NIST”) Special Publication 800-175B. Further, Business Associate shall not, directly or indirectly, delegate or subcontract any of its duties or obligations under this Agreement or disclose or transmit PHI to any person or entity outside the United States of America (including but not limited to so-called “offshoring”). In addition, Business Associate shall not, directly or indirectly, store or cause to be stored, EPHI or Unsecured PHI with any third party (including but not limited to so-called “cloud computing”).
5.Reporting to Covered Entity. Business Associate shall report to Covered Entity the details regarding the circumstances resulting in any use or disclosure of PHI not permitted or required by the Master Agreement, this Agreement or required by any state or federal law, including Breaches of unsecured PHI in accordance with the breach notification rule at 45 C.F.R. § 164.410, and any Security Incident within three (3) days of becoming aware of such use, disclosure or Security Incident. If not all of the information is available within such three (3) day period, Business Associate will provide the information that is available and continue diligent investigation and provide supplemental information as soon as reasonably practical and in no event later than twenty (20) days after becoming aware of the improper use, disclosure Breach or Security Incident.
Business Associate shall cooperate with Covered Entity’s investigation, analysis, notification and mitigation activities, and shall be responsible for all costs, damages, fees, penalties and related mitigation efforts for those activities. This Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in the circumvention or defeat of any security control or in unauthorized access, use or disclosure of PHI.
6.Mitigation of Harmful Effects. Business Associate agrees to mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Business Associate or its agents and subcontractors in violation of the requirements of HIPAA or this Agreement, including, but not limited to, compliance with any state law or contractual data breach requirements.
7.Agreements by Third Parties
. Business Associate shall enter into an agreement with any agent or subcontractor of Business Associate that will access, create, receive, maintain or transmit PHI in connection with the services Business Associate provides to or on behalf of Covered Entity. Pursuant to such agreement, the agent or subcontractor shall agree to be bound by the same restrictions, terms, and conditions that apply to Business Associate with respect to such PHI, including, without limitation, the breach notification requirements set forth in 45 C.F.R. § 164.410. Business Associate agrees that it is responsible for the acts and omissions of its agents and subcontractors as if they were Business Associate's own acts and omissions.
8.Access to Information
. Within five (5) days of a request by Covered Entity for access to PHI about an individual contained in a Designated Record Set, Business Associate shall make available to Covered Entity such PHI (for so long as such information is maintained by Business Associate in the Designated Record Set), as required by 45 C.F.R. § 164.524. In the event any individual requests access to PHI directly from . . . .
Item 15 Page 24 of 28
23 Business Associate, the Business Associate shall, within two (2) days, forward such request to Covered Entity.
9. Availability of PHI for Amendment. Within ten (10) days of receipt of a request from Covered Entity for amendment of an individual’s PHI or a record regarding an individual contained in a Designated Record Set (for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide such information to Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. § 164.526. In the event an individual makes a request for an amendment to PHI directly to Business Associate, such request shall be forwarded to Covered Entity within two (2) days.
10.Documentation of Disclosures; Accounting
. Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual’s request for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. At a minimum, Business Associate shall provide Covered Entity with the following information within ten (10) days of request by Covered Entity: (i) the date of the disclosure; (ii) the name of the entity or person who received the PHI, and if known, the address of such entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure. Covered Entity shall provide the accounting to individuals as required by 45 C.F.R. § 164.528. In the event the request for an accounting is delivered directly to Business Associate, such request shall be forwarded to the Covered Entity within two (2) days.
11.Management, Administration and Legal Responsibilities. To the extent permitted by the Master Agreement, this Agreement or any other arrangement with Covered Entity, Business Associate may use or disclose PHI received in its capacity as a Business Associate for the proper management and administration of the Business Associate, or as necessary to carry out the legal responsibilities of Business Associate if such use or disclosure is required by law, or Business Associate obtains, prior to making any such disclosure, reasonable assurances from the person to whom the information is disclosed: (a) that the PHI will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (b) that the Business Associate will be immediately notified of any known breaches of the confidentiality or security of the PHI.
12.Aggregation. Except as otherwise limited in this Agreement, if required by the Master Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
13. Other Obligations
. To the extent that Business Associate is responsible under the Master Agreement for performing Covered Entity’s obligations under the Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligations in accordance with 45 C.F.R. § 164.504(e)(2)(ii)(H).
14.Availability of Books and Records
. Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary and Covered Entity for purposes of determining compliance with HIPAA.
15.Term; Effect of Termination
.
(a) This Agreement shall be effective as of the Effective Date and shall terminate upon the termination of the Master Agreement.
. . . .
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24 (b) Upon the termination of the Master Agreement or this Agreement for any reason, Business Associate shall, if feasible, return to Covered Entity, or destroy, all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate maintains in any form, recorded on any medium, or stored in any storage system. Business Associate shall retain no copies of the PHI. This provision shall also apply to Business Associate's subcontractors and agents.
(c) In the event that Business Associate reasonably determines and Covered Entity agrees that returning or destroying the PHI is not feasible, Business Associate shall extend the protections required by HIPAA and this Agreement and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. This provision shall survive the termination or expiration of this Agreement for any reason.
16. Breach of Contract by Business Associate; Termination. (a) In addition to any other rights Covered Entity may have under the Master Agreement, this Agreement or by operation of law or in equity, and notwithstanding any provisions in the Master Agreement, Covered Entity may: (i) immediately terminate the Master Agreement and this Agreement if Covered Entity is aware of a pattern of activity or practice of the Business Associate in violation of HIPAA or this Agreement or if Covered Entity determines that Business Associate has violated a material term of this Agreement; or (ii) at Covered Entity’s option, permit Business Associate to cure or end any such violation within the time specified by Covered Entity, and terminate this Agreement and the Master Agreement if Business Associate fails to cure or end such violation within the specified time. (b) Covered Entity’s option to permit Business Associate to cure a breach of this Agreement shall not be construed as a waiver of any other rights Covered Entity has in the Master Agreement, this Agreement or by operation of law or in equity.
17. Third Party Rights. The terms of this Agreement are not intended, nor should they be construed, to grant any rights to any parties other than Business Associate and Covered Entity.
18.Indemnification. Business Associate shall indemnify, defend, and hold harmless Covered Entity and each of its officers, directors, employees and agents from and against any and all penalties, claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Covered Entity arising out of or in connection with (i) any use or disclosure of PHI by Business Associate or its agents and subcontractors not authorized by this Agreement, including any Breach or Security Incident, (ii) any breach of this Agreement by Business Associate, or (iii) Business Associate’s or its agents’ and subcontractors’ failure to comply with any obligation under HIPAA.
19. No Agency. This Agreement is not intended to create an agency or joint venture arrangement between the parties.
20. Injunctive Relief. Business Associate acknowledges and stipulates that the unauthorized use or disclosure of PHI by Business Associate or its subcontractors while performing services pursuant to the Master Agreement or this Agreement would cause irreparable harm to Covered Entity, and in such event, Covered Entity shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages and injunctive relief, together with the right to recover from Business Associate costs, including reasonable attorneys’ fees, for any such breach of the terms and conditions of the Master Agreement or this Agreement. . . . .
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25 21. Owner of PHI. Under no circumstances shall Business Associate be deemed in any respect to be the owner of any PHI accessed, created or received by or used or disclosed by or to Business Associate pursuant to the terms of the Master Agreement or this Agreement.
22.Changes in the Law
. The Master Agreement and/or this Agreement, as appropriate, shall be amended to the extent necessary to conform to any new or revised legislation, rules and regulations to which either party is subject now or in the future including, without limitation, HIPAA.
23.Exclusion from Limitation of Liability
. To the extent that Business Associate has limited its liability under the terms of the Master Agreement or some other document (e.g., a maximum recovery for direct damages or a disclaimer against any consequential, indirect or punitive damages or other limitations), all such limitations shall exclude any damages, fees, costs or other financial amounts arising out of or incurred in connection with the use, disclosure and obligations to safeguard PHI (including, without limitation, obligations resulting from a breach of PHI).
24.Judicial and Administrative Proceedings
. In the event Business Associate receives a subpoena, court or administrative order or other discovery request or mandate for release of PHI, Business Associate shall notify Covered Entity of the request or mandate as soon as reasonably practicable, but in any event within two (2) days of receipt of such request or mandate and prior to responding to any such request or mandate. Covered Entity shall have the right and opportunity to object to such request or mandate and to seek a protective order or equivalent to ensure protection of the PHI, any applicable individual privacy rights, and applicable Covered Entity business operations.
25.Conflicts
. If there is any direct conflict between the Master Agreement and this Agreement, the terms and conditions of this Agreement shall control with respect to the subject matter hereof.
26.Notices. Whenever, under this Agreement, one party is required to give notice to the other, such notice shall be deemed given if e-mailed to the other party or mailed by First Class United States mail, postage prepaid, and addressed to Business Associate at the e-mail or postal address provided under the signature of the Business Associate's authorized representative and to Covered Entity as follows:
Attention:
______________________
______________________
______________________
E-mail: ________________
Copy to:
Attention:
______________________
______________________
______________________
E-mail: _______________
Either party may at any time change its email or postal address for notification purposes by emailing or mailing a notice stating the change and setting forth the new e-mail or postal address. . . . .
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26 27. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA.
28.Insurance. Business Associate shall obtain and maintain insurance, including cyber liability coverage, with appropriate limits sufficient to cover all costs, expenses, losses and damages that may arise from Business Associate’s breach of this Agreement or any unauthorized use or disclosure of PHI by Business Associate, or its employees, agents and subcontractors.
29.Governing Law
. This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the state of CA. Venue regarding any action arising under this Agreement shall be in the state of CA. The parties submit to the jurisdiction of the courts of the state of CA for resolution of all disputes related to this Agreement, including the enforcement of any award or judgment arising out of arbitration provided under this agreement.
30.Assignment. Business Associate may not assign or subcontract its rights or responsibilities under this Agreement without Covered Entity's prior written consent.
31.Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
BUSINESS ASSOCIATE:
Signed
Printed
Date
COVERED ENTITY:
Signed
Printed
Date
Address (for Notices pursuant to Section 26):
Attention: __________________________
___________________________________
___________________________________
___________________________________
E-mail: ____________________________ . . . .
Item 15 Page 28 of 28
City Council Agenda Report
Meeting Date: August 15, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Vernon Public Utilities Electric Cost of Service Analysis and Updated Energy Cost Adjustment Billing Factor
Recommendation
Adopt Resolution No. 2023-19 to update and implement an Energy Cost Adjustment Billing Factor procedure and computation method which establishes an Energy Cost Adjustment to be billed under all electrical rate schedules for energy transmitted, distributed, and supplied to the City of Vernon electric customers.
Background
The last Electric Cost of Service Analysis and Rate Design Study (Study) for Vernon Public Utilities (VPU) was completed in 2019 and included a multi-year financial plan. On April 2, 2019, the City Council adopted Resolution No. 2019-07 approving and adopting a four-step rate adjustment for Fiscal Years 2020 through 2023 as follows: (i) a 0.8% electric rate increase effective July 1, 2019, (ii) a 1.9% electric rate increase effective July 1, 2020, (iii) a 4% electric rate increase effective July 1, 2021, and (iv) a 4% rate increase effective July 1, 2022.
On April 4, 2023, the City Council approved an agreement with NewGen Strategies & Solutions, LLC (NewGen) to conduct a new Study and to provide rate adjustment and rate design recommendations. This analysis offers the best strategic approach to determine the appropriate rates to address stakeholder needs and ensure that only the costs to operate the utility are built into VPU’s rates. The approach for this Study involves the incorporation of VPU’s data, market information, and community input to provide an integrated view designed to allow VPU to make long-term financial, operational, and capital planning decisions.
Furthermore, because of this Study, VPU will have the financial model necessary to respond to market changes that impact customers. One of the objectives of this Study is to ensure VPU continues to provide competitive and stable rates to its customers. The Study with NewGen consisted of the following:
1) System Level Load Forecast
2) Electric Cost of Service Analysis
3) Rate Design
4) Financial Forecast Model
5) Financial Reserves Policy
The overall financial and operational goals of the Study were to confirm that:
1) VPU continues to meet its bond covenant requirement to maintain a 1.1 Debt Service Coverage Ratio (DSCR) and a target of 1.2 DSCR was established for setting rates in the forecast period.
2) A minimum level of cash reserves is established at approximately 180 days and a target of 300 days cash on hand is maintained with rates. . . . .
Item 16 Page 1 of 25
3) Reasonable electric load growth estimates are included in the multi-year financial plan. 4) VPU provides competitive base rates and a stable Energy Cost Adjustment (ECA) to customers.
5) A long-term VPU Financial Reserves Policy is established. 6) VPU continues to maintain the highest reliability standards and customer service to customers.
VPU has met the above goals while continuing to respond to inflation and supply chain issues, including higher costs for energy, natural gas, materials and supplies, chemicals, and construction costs, and continues to provide exceptionally reliable service.
The following points represent changes to VPU’s Electric Cost of Service Analysis since the last Study and are the key drivers of higher costs, and place upward pressure on electric rates:
1) California Independent System Operator (CAISO) energy prices are higher and natural gas costs are significantly higher when compared to historical prices. 2) Electric load reductions are seen in the 2024 load forecast when compared to the 2019 load forecast; however, beginning in Fiscal Year (FY) 2025-26, VPU is forecasting higher new electric load growth.
3) The Malburg Generating Station (MGS) acquisition and debt service requirements are now included in the DSCR calculation.
4) The FY 2023-24 VPU Electric Fund Forecast when compared to the approved budget includes higher wholesale revenues, adjustments for Economic Development Rates, and higher insurance costs.
As part of the FY 2023-24 budget process, VPU engaged in multiple outreach meetings regarding VPU’s financial and operating plans, which included communication about the Utility’s Study, as well as solicitation of customer feedback regarding the state of the Utility. Furthermore, information regarding the Utility's financial and operating plans was shared by VPU staff during a Joint Special Business and Industry Commission/Green Vernon Commission meeting and a Business Breakfast on April 25, 2023 and May 3, 2023, respectively.
On August 10, 2023, VPU presented the results of the Study to the Vernon Business and Industry Commission. Following staff’s presentation, the Commission discussed the results of the Electric Cost of Service and Rate Design Study. The information was received favorably by the Commission.
As part of the proposed budget for Fiscal Year (FY) 2023-24, the Utility included a proposed five percent (5%) electric rate increase to address factors beyond the Department’s control, including rising energy and natural gas costs, supply chain issues, and regulatory and legislative mandates, as well as the departure of key business customers. On June 6, 2023, City Council adopted Resolution No. 2023-13, amending the electric rates for FY 2023-24 as recommended with a five percent (5%) rate adjustment effective July 1, 2023. Following the results of the Study, Staff weighed several options focusing on the impact of any future base rate and ECA adjustments on customers and recommends the following:
1) VPU’s strategy is to meet its revenue requirements and minimize rate adjustments to customers by implementing an ECA of $0.02 in both FY 2023-24 and FY 2024-25 and an ECA of $0.01 in FY 2025-26.
2) Staff is recommending no additional Base Rate adjustments after FY 2023-24 and no future ECA adjustments after FY 2025-26. However, the ECA is subject to change to the extent that actual power supply expenses differ from those included in the Study’s underlying assumptions . . . .
Item 16 Page 2 of 25
to ensure the proper recovery of power supply expenses. 3) VPU shall reconcile the ECA monthly, including the tracking of any ECA under collection or over collection amount. If necessary, VPU, at a minimum, shall have quarterly ECA adjustments of the baseline ECA (amounts noted in paragraph one above), including any under collection or over collection amount. VPU will strive not to exceed an ECA of $0.04. 4) VPU currently plans to utilize $18 million from the Utility’s Expense Stabilization Fund to meet its revenue requirements in FY 2023-24.
5) Establish a VPU Financial Reserves Policy, which is expected to be presented to the City Council in September 2023.
6) VPU plans to update the Study within three years, if not sooner, depending on customer, financial, and economic conditions as well as responding to changes in the underlying assumptions included in the Study.
As a result of this strategy, rates for the larger commercial and industrial classes, such as the TOU‐V and TOU‐Vt, are still extremely competitive, including comparisons with the Los Angeles Department of Water and Power (LADWP) and Southern California Edison (SCE). In addition, surrounding public utilities are in the process of completing similar Cost of Service and Rate Design studies. The rate trends for neighboring publicly-owned utilities reflect the following:
1) Burbank Water and Power just passed rate increases for two years (FY 2024 and 2025) of
8.5% and 8% per year.
2) Recent CAISO market prices have put upward pressure on all utilities, increasing energy cost adjustment rates throughout the state.
3) Riverside is also currently considering but has not yet approved rate increases of 7%, 7%, 7%, 2% and 2% for the next five years. The rate increases are targeted more at residential than commercial and industrial customers, but industrial is potentially looking at 6% increases.
Pursuant to Vernon Municipal Code Section 13.36.040, any changes in the ECA shall be made from time to time by resolution of the City Council when, in the City Council’s opinion, such changes are necessary for the sound financial operation of the Public Utilities Electric Fund.
The proposed resolution has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact
The utilization of $18 million from VPU’s Expense Stabilization Fund in FY 2023-24 and an Energy Cost Adjustment of $0.02 FY 2023-24 and FY 2024-25 for each fiscal year and an Energy Cost Adjustment of $0.01 in FY 2025-26 are expected to meet VPU’s forecasted revenue requirements.
Attachments
1. Resolution No. 2023-19
2. Cost of Service Analysis and Rate Design Study Report . . . .
Item 16 Page 3 of 25
RESOLUTION NO. 2023-19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON TO
UPDATE AND IMPLEMENT AN ENERGY COST ADJUSTMENT BILLING
FACTOR PROCEDURE AND COMPUTATION METHOD WHICH
ESTABLISHES AN ENERGY COST ADJUSTMENT TO BE BILLED
UNDER ALL ELECTRICAL RATE SCHEDULES FOR ENERGY
TRANSMITTED, DISTRIBUTED, AND SUPPLIED TO CITY OF VERNON
ELECTRIC CUSTOMERS
SECTION 1. Recitals.
A. The City of Vernon (City) is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy.
B.Pursuant to Vernon Municipal Code Section 13.36.040, existing rates charged for the distribution of energy supplied by the Vernon electric system may include an energy cost adjustment billing factor (ECABF) to be determined by the City Council and which may be adjusted from time to time by resolution when, in the City Council’s opinion, such changes are necessary for the sound financial operation of the Public Utilities Electric Fund.
C.On April 2, 2019, the City Council of the City of Vernon adopted Resolution 2019- 06 establishing an ECABF procedure and computation method to ensure that electric customers are billed for the true cost of service, and to allow Vernon Public Utilities (VPU) to adjust the ECABF when fluctuations in the energy market impact the cost of service.
D.Based on the results of the 2023 Electric Cost of Service Analysis and Rate Design Study (Study), including forecasted power supply expenses, the General Manager of VPU has recommended an ECABF of $0.02 effective July 1, 2023, $0.02 effective July 1, 2024, and $0.01 effective July 1, 2025. The recommended ECABF is subject to adjustment to the extent that actual power supply expenses differ from those included in the Study’s underlying assumptions to ensure the proper recovery of power supply expenses, consistent with the Procedures for Calculating the ECABF attached hereto as Exhibit A.
E.During Fiscal Year 2025-2026, if not earlier depending on current financial and economic conditions as well as any changes to the underlying assumptions of the Study, VPU plans to update the Study to include factors such as electric load projections, operating and maintenance expenses, Malburg Generating Station (MGS) expenses, power supply expenses, multi-year capital plan, and related assumptions, including financial reserves, to determine the appropriate base rates and ECABF to ensure the costs to deliver electric service to customers are properly recovered. . . . .
Item 16 Page 4 of 25
Resolution No. 2023-19 Page 2 of 6
_______________________
F. The City Council of the City of Vernon desires to approve and implement these adjustments to the ECABF.
G. The City Council of the City of Vernon finds such adjustment is necessary for the sound financial management of the Public Utilities Electric Fund.
H. The City Council of the City of Vernon has heard and considered all evidence, both written and oral, presented in consideration of the proposed ECABF.
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 of the City of Vernon hereby approves and adopts the updated Energy Cost Adjustment Billing Factor Calculation, attached hereto as Exhibit A.
SECTION 4. The effective date of the implementation of the ECABF shall be as follows: ECABF of $0.02 effective July 1, 2023, $0.02 effective July 1, 2024, and $0.01 effective July 1, 2025, subject to adjustment in accordance with the Procedures for Calculating the ECABF (Exhibit A), or as may be rescinded or amended by resolution of the City Council of the City of Vernon.
SECTION 5. All resolutions or parts of resolutions, specifically Resolution No. 2019-06, not consistent with or in conflict with this resolution are hereby repealed.
SECTION 6. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.
APPROVED AND ADOPTED August 15, 2023.
________________________
ATTEST: CRYSTAL LARIOS, Mayor
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA, City Attorney . . . .
Item 16 Page 5 of 25
1 City of Vernon
Procedures for Calculating the
Energy Cost Adjustment Billing Factor
The Energy Cost Adjustment Billing Factor (ECABF) will be applied based on kilowatt-hour (kWh) billed under all schedules to reflect changes in the cost of energy, fuel, and extraordinary expenses. The ECABF shall be calculated monthly and applied to customer bills for the following service month.
The ECABF, expressed to the nearest $ 0.0001 per kilowatt- hour (kWh), is to be calculated pursuant to the following equation:
ECABF = ((ECa - ECb) + (FCa - FCb) + C)
Se
Where,
ECABF= Energy Cost Adjustment Billing Factor per kilowatt-hour sold ECa = Actual cost of Energy (other than cost of renewable energy) for the current month ECb = Energy costs (other than cost of renewable energy) in base rates for the current month FCa = Actual Natural Gas Fuel costs for the current month FCb = Natural Gas Fuel costs in base rates for the current month C = Extra ordinary expenses
Se = Estimated Kilowatt- hour sales in the following service month Resolution No. 2023-19
________________________ . . . .
Item 16 Page 6 of 25
2 ECABF Calculation Sheet
Exhibit A is attached to provide the calculation sheet for all months.
Energy Costs (EC)
Items 1 through 6 represent the actual cost of energy (ECa) to be used in calculating the ECABF.
It is comprised of the cost of capacity, energy (other than the cost of renewable energy), transmission service and grid management charge for the current month.
Items 7 through 12 represent the cost of energy in the base rates (ECb) to be used in calculating the ECABF. It is comprised of the cost of capacity, energy (other than the cost of renewable energy), transmission service and grid management charge in the base rates for the current month.
Fuel Cost (FC)
Items 14 through 19 represent the actual cost of fuel (FCa) to be used in calculating the ECABF.
It is comprised of the cost of fuel and natural gas transportation for the current month.
Items 20 through 25 represent the cost of fuel in base rates (FCb) to be used in calculating the ECABF. It is comprised of the cost of fuel and natural gas transportation for the current month.
Extraordinary Expenses (C)
Items 27 represents extraordinary expenses incurred in the current month.
Estimated Kilowatt Hours (Se)
Item 29 represents the estimated kilowatt hour sales in the next service month.
Adjustment for Interruptible Service Under Recovery
Represents the revenue shortfall from providing the bill credit to Interruptible Service for 2.5 % of the prevailing average billing rate.
Energy Cost Adjustment Billing Factor (ECABF)
Item 36 represents the Energy Cost Adjustment Billing factor for the current month. Applies to all services except for Interruptible Service.
Interruptible Service ECABF
Item 37 represents the Energy Cost Adjustment Billing factor to be charged to Interruptible Service for the current month.
ECABF Over/(Under) Collection
The ECABF Over/(Under) Collection will be tracked monthly. There shall be a true-up of the ECABF Over/(Under) collection amount on a quarterly basis, if not earlier, subject to the extent that actual power supply expenses differ from those included in the 2023 Electric Cost of Service Analysis and Rate Design Study’s underlying assumptions to ensure the proper recovery of power supply expenses. The ECABF over/(under) collection amount, or portion thereof, may be included in the calculation of the ECABF for that month.
Resolution No. 2023-19
________________________ . . . .
Item 16 Page 7 of 25
Exhibit A
City of Vernon
Energy Cost Adjustment Billing Factor (ECABF)
Calculation Sheet
For the Month________________
To be applied to _____ monthly Billables billed in __________ Energy Cost
Actual Energy Cost (ECa):
1 Energy and Capacity $0 2 Transmission (TAC, SCE, LADWP) $0 3 CAISO Grid Management and A/S Charge $0 4 Less: Wholesale sales revenue (RA, AS) $0 5 Less: Transmission Revenue Requirement Revenue $0 6 Actual Energy Cost (ECa) Total: [1+2+3-4-5] $0.0000 Energy Cost in base rate (ECb):
7 Energy and Capacity $0 8 Transmission (TAC, SCE, LADWP) $0 9 CAISO Grid Management and A/S Charge $0 10 Less: Wholesale sales revenue (RA, AS) $0
11 Less: Transmission Revenue Requirement Revenue $0
12 Energy Cost in base Rate Cost (ECb) Total: [7+8+9-10-11] $0.0000 13 Energy Cost difference [6-12] $0.0000
Fuel Cost
Actual Natural Gas Fuel Cost (FCa):
14 Fuel (L&P and Gas) $0
15 Transportation (L&P and Gas) $0
16 Less:Wholesale Sales (Prepay and Retail) $0
17 Less: Retail Sales $0
18 Less: Retail service transportation Charge $0
19 Actual Natural Gas Fuel Cost Total( FCa): [14+15-16-17-18] $0.0000 Natural Gas Fuel Cost in base rates (FCb):
20 Fuel (L&P and Gas) $0
21 Transportation (L&P and Gas) $0
22 Less:Wholesale Sales (Prepay and Retail) $0
23 Less: Retail Sales $0
24 Less: Retail service transportation Charge $0
25 Natural Gas Fuel Cost in base rates (FCb): [20+21-22-23-24] $0.0000 26 Natural Gas Fuel Cost difference [19-25] $0.0000
Extraordinary Expense
27 Extraordinary Expense $0.0000
Adjustment for Interruptible Service Under Recovery
28 Cost difference [13+26+27+39] $0.0000
29 Estimated Kilowatt-hours sales for the next service month (Se) $0.0000 30 Prevailing Billing Rate (Interruptible), per KWh $0.0000 31 Interruptible Service Kilowatt Hours Sold $0.0000
32 Interruptible Service Charges, ([28/29] - 0.025*[ 30])*[31] $0.0000 Calculation of ECABF
33 Cost Difference , [13+26+27+39] $0.0000
34 Interruptible Service Charges, [32] $0.0000
35 Kilowatt Hours Sold (S
e
), [29] $0.0000
36 Energy Cost Adjustment Billing Factor, ([33] - [ 32])/[35-31] $0.0000 Interruptible Service ECABF
37 Interruptible Service ECABF, ([28/29] - 0.025*[30]) $0.0000 ECABF Over/(Under) Collection
38 ECABF Monthly Over/(Under) Collection $0.0000
39 ECABF Cumulative Over/(Under) Collection $0.0000
Resolution No. 2023-19
________________________ . . . .
Item 16 Page 8 of 25
Economics | Strategy | Stakeholders | Sustainability
www.newgenstrategies.net
225 Union Boulevard
Suite 450
Lakewood, CO 80228
Phone: (720) 633-9514
July 27, 2023
via email
Richard Corbi
Planning and Analysis Manager
City of Vernon| Vernon Public Utilities
4305 Santa Fe Avenue
Vernon, CA 90058
Subject: Electric Utility Cost of Service Study and Financial Forecast Recommendations Dear Mr. Corbi:
NewGen Strategies and Solutions, LLC (NewGen) was retained by Vernon Public Utilities (VPU) to perform an Electric Utility Cost of Service (COS) and provide
a financial forecast of operating results overa seven‐
year period. The critical part of this study was identifying necessary rate changes to ensure the financial sustainability of the utility over the forecast period. The primary goal of the COS was to identify system average and the energy cost adjustment (ECA) rate changes required to maintain the key financial metrics which support the financial sustainability of the utility.
Summary of Electric Utility System
VPU isa municipal electric, water, fiber, and natural gas utility. This study focused on the electric utility, which provides electric service to roughly 1,900 customers in the City of Vernon, California. The majority of VPU's customers are commercial and/or industrial electric customers. VPU sold roughly 1.1 million MWh of electricity in fiscal year 2022 and had
a peak demand of just over 190 MWs. VPU provides power
througha combination of VPU‐owned generation, purchase power contracts, and market purchases.
VPU, like many other California utilities, are facing increasing demandsfor renewable energy as mandated by the State in addition to volatile electric and gas market prices.
VPU recently issueda significant amount of debt over an eight‐year period to re‐purchase the Malburg Generating Station (MGS), eliminating the existing purchase power agreement and bringing operations and expenses directly in‐house. VPU’s debt associated with MGS will end in 2029 which provides the utility significant flexibility in funding, identifying additional power supply options, and setting retail rates.
Cost of Service and Rate Design Overview
The COS and rate making process typically includes five steps as follows:
1. Financial Forecast and Determination of the Revenue Requirement– The first step examines the utility’s financial needs and determines the amount of revenue that must be generated from rates.
For municipal utilities, the revenue requirement is determined on a “cash basis.” A “cash basis”
analysis examines the cash obligations of the utility such as operations and maintenance (O&M) expenses, debt service, cash funded capital projects, and city transfers. The key component to this step for VPU was to developa financial forecast to project revenues and expenses under a series of
scenarios and options. In our analysis of the electric rates and the development of the revenue requirement, NewGen relied upon VPU's Fiscal Year (FY) 2024 Budget and forecasts revenues and DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 . . . .
Item 16 Page 9 of 25
Richard Corbi
July 27, 2023
Page2
VPU Financial Forecast Letter Report 072723
expenses through 2030. The focus of the rate recommendations and revenue requirements was the forecast period of FY 2024 through FY 2026.
2. Functionalization of Costs– The revenue requirement is then assigned to the particular function or sub‐function of the utility. Electric utilities like VPU typically have power supply, transmission, distribution, and customer service functions.
3. Classification of Costs– Once costs are functionalized, costs are then classified based on the underlying nature of the costs. Of particular importance is the determination of fixed versus variable costs. Fixed costs remaina financial obligation of the utility regardless of the amount of energy produced whereas variable costs fluctuate based on system energy requirements. Further, fixed and variable costs are associated with utility requirements to meet customer demand, energy, and customer service needs.
4. Allocation of Costs– Once costs are classified, costs are then allocated to the various customer classes. Allocation factors align with cost classification. Demand ‐related costs are allocated on
measures of class demand such as class contribution to the system coincident peak (CP). Energy allocation factors are based on energy consumed by customers. Customer allocation factors are based on the number of customers.
5. Rate Design– The fifth, and final, step is rate design, which translates COS results into rates for each customer class. In this case, the final recommendationsfor VPU were system level base rate increases which then determined the required ECA rates. The effort to date did not set rates for each individual class as no rate increases were recommended other than small adjustments to the ECA as explained later in this letter.
Financial Forecast
NewGen developeda financial forecast to support the eventual development of the annual and Test Year Revenue Requirements. Thisfinancial forecast wasthe focus of the overall Study, as FY 2024 system‐wide rate increases were adopted during this Study. Thus, the financial forecast focused on identifying additional base rate or subsequent ECA changes required to maintain key financial metrics in FY 2025 and FY 2026. The financial forecast was based on VPU’s FY 2024 budget, load projections,a power supply cost projection from Ascend Analytics (Ascend),a five‐year capital plan, and related assumptions and cost escalation factors. The following were the key inputs and assumptions in the forecast: Ascend Power Supply Forecast: Ascend provided forecasts costs based on providing power and capacity to serve the retail loads. The power supply forecast included natural gas costs, purchased power costs,salesrevenuesto the CAISO market, purchasesin CAISO market to serve load, Renewable Energy Credit (REC) expenses, and carbon emission costs. Debt Service: Debt service projections were provided by VPU based on existing outstanding debt.
There are no additional or future debt issuances included in the forecast. Capital Plan: VPU includesa cash‐funded capital plan of approximately $16 million per year during the Study period.
Inflation and Escalation Factors: Several different escalation factors were used to project VPU’s individual chart of accounts and expenses through 2029. These included basic inflation factors linked to the U.S. general inflation indicators, labor expenses inflation, construction cost inflation, and transmission access charge forecasts.
Load Forecast: The VPU load forecast includes current base load projections, new customer cited distributed energy, energy efficiency, growth in electric vehicle load, and specific customer growth in certain market segments. The overall load forecast shows growth in load across the Study period.
DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 . . . .
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Richard Corbi
July 27, 2023
Page3
VPU Financial Forecast Letter Report 072723
In addition to the key inputs and assumptions used to project revenues and expenses, NewGen calculated key financial metrics commonly used to maintain and measure financial sustainability. There were two key metrics that were monitored and maintained: Debt Service Coverage Ratio (DSCR): Net revenues available after subtracting operating expenses that are available to pay debt service. VPU hasa bond covenant requirement to maintaina 1.1 DSCR and seta target of 1.2 DSCR for setting rates in the forecast period. Cash Balances/ Days Cash on Hand: Number of days of operating expenses available in unrestricted cash reserves. VPU seta minimum level of cash reserves at approximately 180 days anda target of 300 days cash on hand to maintain with rates.
NewGen used these metrics as the primary driver in developing the forecast and evaluating alternative rate recommendations. The summary level financial forecastresults are shown in Table1 with the existing base rate increases. Based on the projected power supply cost recovered in the base rate revenues, the resulting ECA rates must be $0.02 per kWh for FY 2024 FY 2025 and $0.01 per kWh for FY 2026.
Table 1
Financial Forecast Results
Item 2024 2025 2026 2027 2028 2029
Load (MWh) 1,120,945 1,269,826 1,473,633 1,638,096 1,703,063 1,820,282 Base Rate Increases 5.0% 0.0% 0.0% 0.0% 0.0% 0.0%
ECA ($/kWh) $0.0200 $0.0200 $0.0100 $0.0000 $0.0000 $0.0000
Operating Revenues $210,048,404 $236,225,700 $257,203,864 $267,686,939 $277,873,635 $295,950,566 Operating Expenses
Power Supply $110,730,043 $119,064,978 $134,374,258 $144,129,192 $151,117,129 $158,434,705 Transmission $17,552,410 $18,037,380 $18,537,189 $19,064,248 $19,607,671 $20,168,011 Customer $966,565 $999,024 $1,032,651 $1,067,831 $1,104,283 $1,142,055 A&G $15,208,484 $15,668,479 $16,148,060 $16,658,880 $17,192,270 $17,749,668 Total Operating Expenses $144,457,502 $153,769,860 $170,092,158 $180,920,150 $189,021,353 $197,494,439
Contributions From
Reserves $18,000,000 $0 $0 $0 $0 $0
Available for Debt Service $83,590,902 $82,455,840 $87,111,706 $86,766,789 $88,852,282 $98,456,127 Debt Service $69,710,206 $69,706,538 $69,703,002 $64,704,689 $64,703,340 $9,215,355 DSCR 1.20 1.18 1.25 1.34 1.37 10.68
Other Expenses
(Revenues) $(24,654,814) $(8,280,635) $(8,110,235) $(8,337,916) $(8,773,589) $(10,051,479) Capital Expenses $20,038,000 $15,750,000 $15,900,000 $14,700,000 $14,800,000 $16,237,600 Over (Under Recovery) $18,497,511 $5,279,937 $9,618,939 $15,700,016 $18,122,532 $83,054,651
Cash Balance $91,329,532 $96,609,469 $106,228,408 $121,928,425 $140,050,956 $223,105,607 Days Cash on Hand 231 229 228 246 270 412
DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 . . . .
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Richard Corbi
July 27, 2023
Page4
VPU Financial Forecast Letter Report 072723
Based on the previously approved 5% rate increase in 2024 and the use of the ECA at $0.02 per kWh in 2024 and 2025, and $0.01 per kWh in 2026, VPU meets its target DSCR each year and moves towards the targeted level of cash reserves over time. During 2024, there is the need to contribute $18 million from cash reserves to meet the target DSCR; however, no future contributions from reserves are necessary to maintain the target DSCR.
Overall, power supply expenses increase each year; however, this is also influenced by the increasing load VPU must serve each year. Thus, as the load increases, VPU must purchase more power to serve that load. Other operating expenses are stable year to year in the forecast period. The increased debt service associated with MGS endsin 2029, and asseen in Table 1, it leadstoa substantial increase in contributions to the cash reserves from $18.1 million in 2028 to $83.0 million in 2029. This elimination of the MGS debt service in 2029 places VPU ina very flexible rate position and healthy financial position to prepare for future power supply contracts or reinvestments in owned generation/ MGS.
Please note, the ECA rates included in Table
1 are based on the projected power supply costs provided by Ascend. These actual costs incurred by VPU each year will change from the projections included in the table. Thus, as load, power supply costs, market prices, and other variables affecting power supply costs change, the ECA will also need to change to ensure proper cost recovery. To the extent power supply prices and costs decline from those projected in the table, the ECA would also go down.
Recommendations
Based on the financial forecast and results shown in Table 1, NewGen recommends VPU continue its utilization of the ECA to ensure proper recovery of power supply costs and maintain an expected $0.02 per kWh charge in 2024 and 2025, declining to $0.01 per kWh in 2026. At the ECA rates, projected power supply costs, and other projected operating costs, VPU will not require any additional base rate increases in 2025 and 2026. During 2026, VPU should consider an update of the COS and eventual update of rates across the customer classes, if the COS results identify any potential shifting in the cost recover from classes it could be implemented at the start of FY 2027.
As no additional rate increases are recommended in the 2024 to 2026 period other than those already approved, the remaining portions of the COS study such asfinal allocation of coststo the customer classes remains in draft format awaiting
a COS update in subsequent years. Our recommendation results in no material changes to each customer class’ rates other than the application of the ECA rates. The recommendations maintain VPU’sfinancial performance and supportstability in customer’srates and bills duringa very volatile time in California’s energy markets.
The resulting ratesforthe larger commercial and industrial classesfor VPU,such asthe TOU‐V and TOU‐Vt, after the 2024 base rate increase and ECA recommendations maintains VPU’s competitive position in the Southern California electric market with Los Angeles Department of Water and Power (LADWP) and Southern California Edison (SCE).
Sincerely,
NewGen Strategies and Solutions, LLC
Tony Georgis
Managing Partner– Energy Practice
DocuSign Envelope ID: 203621CC-FF0C-45FA-ABCF-F26D7117C1D5 . . . .
Item 16 Page 12 of 25
Electric Cost of
Service Analysis &
Rate Design
Update
VERNON PUBLIC UTILITIES
CITY OF VERNON
August 15, 2023
August 15, 2023
Item 16
Staff Presentation
. . . .
Item 16 Page 13 of 25
. . . .
Item 16 Page 14 of 25
VPU Electric Fund
Strong
Financial
Coverages
Distribution
Investment for
Reliability
Grow ing &
Diversified
Customer Base
Strategic
Capital
Plan
Competitive
Rates
Strong
Management
for Financial and
Operational
Flexibility
Committed To Maintaining a Strong Financial and Operational Position For The Future Committed to
Renew able Energy &
Optimize MGS Ops . . . .
Item 16 Page 15 of 25
Electric Fund Financial Strategy
1) Meet Debt Service Coverage Ratio (DSCR) Requirement of1.1 i.Target of1.2 DSCR was established for setting rates
ii. Utilize$18M from VPU’s Expense Stabilization Fund in Fiscal Year 2023-24
2) Establisha minimum level of cash reserves at approximately 180 days anda target of 300 days cash
3) Implementa long-term VPU Financial Reserves Policy
i. Expected to be presented to City Council in September 2023 4) Provide competitive base rates and stable ECA to customers 5) Maintain highest reliability and customer service standards . . . .
Item 16 Page 16 of 25
GOAL
– Mitigate Financial and Operational Energy Risk and Hedge Pow er Supply Expenses
Energy Risk Management Committee for policy guidance and oversight Hedging Program designed to reduce financial exposure to volatile market conditions and provide cost certainty to customers Counterparty credit risk management
Energy Risk Management
Ongoing energy market reporting . . . .
Item 16 Page 17 of 25
Cost of Service Analysis
Forecasted New Load Growth
New Customer FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 Data Center 1 13.0 22.0 33.0 33.0 33.0 33.0 33.0
Public EV 1.0 1.5 2.0 2.0 2.0 2.0 2.0
Data Center 2 0.0 3.0 18.0 27.0 35.0 35.0 35.0
EV Charging Depot 0.0 3.0 6.0 6.0 6.0 6.0 6.0
Green Hydrogen/Other 1 0.0 11.0 12.5 12.5 12.5 12.5 12.5 Other 2 0.0 0.0 0.0 0.0 0.0 20.0 40.0
Total MW 14.0 40.5 71.5 80.5 88.5 108.5 128.5 . . . .
Item 16 Page 18 of 25
Cost of Service Process
STEP 1
STEP 2
STEP 4
STEP 3
STEP 5
Determine the Financial
Forecast of the utility
Unbundle costs by functions
and services (production,
transmission, distribution, etc.)
Classify costs (demand, energy,
customer costs, etc.)
Allocate cost among customer
classes
Design rates
Financial Forecast
Determination
Cost Allocation
Rate Design
. . . .
Item 16 Page 19 of 25
Revenue Requirement/Financial Forecast
Base Year
Financials
Budget Year
2024 Costs
Escalation,
Adjustment,
and
Evaluation
Forecast
2025–2030
Revenue Requirement
Total costs to provide electric services to customers. Foundation of the financial forecast.
Financial Forecast
Annual revenue requirement compared to annual revenues over the study period (2024-2030) and the resulting key financial performance indicators .
Financial
Forecast
2024-2030
. . . .
Item 16 Page 20 of 25
Financial Forecast w ith Rate Recommendation
Item FY 23-24 FY 24-25 FY 25-26
Load (MWh) 1,120,945 1,269,826 1,473,633
Base Rate Increase 5.0% 0.0% 0.0%
ECA ($/kWh) $0.0200 $0.0200 $0.0100
Operating Revenues $210,048,404 $236,225,700 $257,203,864 Operating Expenses
Power Supply $110,730,043 $119,064,978 $134,374,258
Distribution and Trans $17,552,410 $18,037,380 $18,537,189 Customer $966,565 $999,024 $1,032,651
A&G $15,208,484 $15,668,479 $16,148,060
Total Operating Expense $144,457,502 $153,769,860 $170,092,158 Contribution from Rate
Stabilization Fund $18,000,000 $0 $0
Debt Service Coverage Ratio 1.20 1.18 1.25
Days Cash on Hand 231 229 228
. . . .
Item 16 Page 21 of 25
Rate Benchmarking TOU
-V,
SCE Projected January 2024
. . . .
Item 16 Page 22 of 25
Rate Benchmarking TOU
-Vt,
SCE Projected January 2024
. . . .
Item 16 Page 23 of 25
Adopt Resolution No. 2023
-19 to update and implement an Energy Cost
Adjustment Billing Factor procedure and computation method w hich establishes an Energy Cost Adjustment to be billed under all electrical rate schedules for energy transmitted, distributed, and supplied to the City of Vernon electric customers.
VPU Recommendation
. . . .
Item 16 Page 24 of 25
Quest ions/Comment s
www.cityofvernon.org
VERNON PUBLIC UTILITIES
. . . .
Item 16 Page 25 of 25